Common use of Series Supplement for Each Series Clause in Contracts

Series Supplement for Each Series. In conjunction with the issuance of a new Series, the parties hereto shall execute a Series Supplement, which shall specify the relevant terms with respect to such new Series of Notes, which may include, without limitation: (a) its name or designation; (b) the Initial Principal Amount with respect to such Series; (c) the Note Rate with respect to such Series or each Class of such Series and the applicable Default Rate; (d) the Series Closing Date; (e) the Series Anticipated Repayment Date, if any; (f) the Series Legal Final Maturity Date; (g) the principal amortization schedule with respect to such Series, if any; (h) each Rating Agency rating such Series; (i) the name of the Clearing Agency, if any; (j) the names of the Series Distribution Accounts and any other Series Accounts to be used with respect to such Series and the terms governing the operation of any such account and the use of moneys therein; (k) the method of allocating amounts deposited into any Series Distribution Account with respect to such Series; (l) whether the Notes of such Series will be issued in multiple Classes or Subclasses and the rights and priorities of each such Class or Subclass; (m) any deposit of funds to be made in any Base Indenture Account or any Series Account on the Series Closing Date and whether any such Base Indenture Account or Series Account shall be U.S. Dollar-denominated or Canadian Dollar-denominated; (n) whether the Notes of such Series may be issued as either Definitive Notes or Book-Entry Notes and any limitations imposed thereon; (o) whether the Notes of such Series include Senior Notes, Senior Subordinated Notes and/or Subordinated Notes; (p) whether the Notes of such Series include Class A-1 Notes or subfacilities of Class A-1 Notes issued pursuant to a Class A-1 Note Purchase Agreement; and (q) any other relevant terms of such Series of Notes (all such terms, the “Principal Terms” of such Series).

Series Supplement for Each Series. In conjunction with the issuance of a new Series or Additional Notes of an existing Series, Class, Subclass or Tranche of Notes, the parties hereto shall execute a Series SupplementSupplement for such new Series of Notes or a Supplement to the Series Supplement for such existing Series, Class, Subclass or Tranche of Notes, as applicable, which shall specify the relevant terms with respect to such new Series of Notes, which may include, without limitation: (a) its name or designation; (b) the Initial Principal Amount with respect to such SeriesNotes; (c) the Note Rate with respect to such Series or each Class of such Series Notes and the applicable Default Ratedefault rate; (d) the Series Closing Date; (e) the Series Anticipated Repayment Date, if any; (f) the Series Legal Final Maturity Date; (g) the principal amortization schedule with respect to such SeriesNotes, if any; (h) each the Rating Agency rating such SeriesNotes; (i) the name of the Clearing AgencyAgency for such Notes, if any; (j) the names of the Series Distribution Accounts and any other Series Accounts to be used with respect to such Series Notes and the terms governing the operation of any such account and the use of moneys therein; (k) the method of allocating amounts deposited into any Series Distribution Account with respect to such SeriesNotes; (l) whether the such Notes of such Series will be issued in multiple Classes or Subclasses and the rights and priorities of each such Class or Subclass; (m) any deposit of funds to be made in any Base Indenture Account or any Series Account on the Series Closing Date and whether any such Base Indenture Account or Series Account shall be U.S. Dollar-denominated or Canadian Dollar-denominatedDate; (n) whether the such Notes of such Series may be issued as either Definitive Notes, Uncertificated Notes or and/or Book-Entry Notes and any limitations imposed thereon; (o) whether the such Notes of such Series include Senior Notes, Senior Subordinated Notes and/or Subordinated Notes; (p) whether the such Notes of such Series include Class A-1 Notes or subfacilities of Class A-1 Notes issued pursuant to a Class A-1 Variable Funding Note Purchase Agreement; (q) the terms of any related Enhancement and the Enhancement Provider thereof, if any; (r) the terms of any related Series Hedge Agreement and the applicable Hedge Counterparty, if any; and (qs) any other relevant terms of such Series of Notes (all such terms, the “Principal Terms” of such Series).

Series Supplement for Each Series. In conjunction with the issuance of a new Series, the parties hereto shall execute a Series Supplement, which shall specify the relevant terms with respect to such new Series of Notes, which may include, without limitation: (a) its name or designation; (b) the Initial Principal Amount with respect to such Series; (c) the Note Rate with respect to such Series or each Class of such Series and the applicable Default Rate; (d) the Series Closing Date; (e) the Series Anticipated Repayment Date, if any; (f) the Series Legal Final Maturity Date; (g) the principal amortization schedule with respect to such Series, if any; (h) each Rating Agency rating such Series; (i) the name of the Clearing Agency, if any; (j) the names of the Series Distribution Accounts and any other Series Accounts to be used with respect to such Series and the terms governing the operation of any such account and the use of moneys therein; (k) the method of allocating amounts deposited into any Series Distribution Account with respect to such Series; (l) whether the Notes of such Series will be issued in multiple Classes or Subclasses and the rights and priorities of each such Class or Subclass; (m) any deposit of funds to be made in any Base Indenture Account or any Series Account on the Series Closing Date and whether any such Base Indenture Account or Series Account shall be U.S. Dollar-denominated or Canadian Dollar-denominatedDate; (n) whether the Notes of such Series may be issued as either Definitive Notes or Book-Entry Notes in bearer form and any limitations imposed thereon; (o) whether the Notes of such Series include Senior Notes, Senior Subordinated Notes and/or Subordinated Notes; (p) whether the Notes of such Series include Class A-1 Senior Notes or subfacilities of Class A-1 Senior Notes issued pursuant to a Class A-1 Variable Funding Note Purchase Agreement; (q) the terms of any related Enhancement and the Enhancement Provider thereof, if any; (r) the terms of any related Series Hedge Agreement and the applicable Hedge Counterparty, if any; and (qs) any other relevant terms of such Series of Notes (all such terms, the “Principal Terms” of such Series).

Series Supplement for Each Series. In conjunction with the issuance of a new Series, the parties hereto shall execute a Series Supplement, which shall specify the relevant terms with respect to such new Series of Notes, which may include, without limitation: (a) its name or designation; (b) the Initial Principal Amount with respect to such Series; (c) the Note Rate with respect to such Series or each Class of such Series and the applicable Default Rate; (d) the Series Closing Date; (e) the Series Anticipated Repayment Date, if any; (f) the Series Legal Final Maturity Date; (g) the principal amortization schedule with respect to such Series, if any; (h) each Rating Agency rating such Series; (i) the name of the Clearing Agency, if any; (j) the names of the Series Distribution Accounts and any other Series Accounts to be used with respect to such Series and the terms governing the operation of any such account and the use of moneys therein; (k) the method of allocating amounts deposited into any Series Distribution Account with respect to such Series; (l) whether the Notes of such Series will be issued in multiple Classes or Subclasses and the rights and priorities of each such Class or Subclass; (m) any deposit of funds to be made in any Base Indenture Account or any Series Account on the Series Closing Date and whether any such Base Indenture Account or Series Account shall be U.S. Dollar-denominated or Canadian Dollar-denominated; (n) whether the Notes of such Series may be issued as either Definitive Notes, Uncertificated Notes or Book-Entry Notes and any limitations imposed thereon; (o) whether the Notes of such Series include Senior Notes, Senior Subordinated Notes and/or Subordinated Notes; (p) whether the Notes of such Series include Class A-1 Notes or subfacilities of Class A-1 Notes issued pursuant to a Class A-1 Note Purchase Agreement; and (q) any other relevant terms of such Series of Notes (all such terms, the “Principal Terms” of such Series).

Series Supplement for Each Series. In conjunction with the issuance of a new Series of Notes or Additional Notes of an existing Series, Class, Subclass or Tranche of Notes, the parties hereto shall execute a Series SupplementSupplement for such new Series of Notes or a Supplement to the Series Supplement for such existing Series, Class, Subclass or Tranche of Notes, as applicable, which shall specify the relevant terms with respect to such new Series of Notes, which may include, without limitation: (a) its name or designation; (b) the Initial Principal Amount with respect to such SeriesNotes; (c) the Note Rate with respect to such Series or each Class of such Series and the applicable Default RateNotes; (d) the Series Closing Date; (e) the Series Anticipated Repayment Date, if any; (f) the Series Legal Final Maturity Date; (g) the principal amortization schedule with respect to such SeriesNotes, if any; (h) each Rating Agency rating such SeriesNotes; (i) the name of the Clearing Agency, if any; (j) the names of the Series Distribution Accounts and any other Series Accounts to be used with respect to such Series Notes and the terms governing the operation of any such account and the use of moneys therein; (k) the method of allocating amounts deposited into any Series Distribution Account with respect to such SeriesNotes; (l) whether the such Notes of such Series will be issued in multiple Classes Classes, Subclasses or Subclasses Tranches and the rights and priorities of each such Class Class, Subclass or SubclassTranche; (m) any deposit of funds to be made in any Base Indenture Account or any Series Account on the Series Closing Date and whether any such Base Indenture Account or Series Account shall be U.S. Dollar-denominated or Canadian Dollar-denominatedDate; (n) whether the such Notes of such Series may be issued as either Definitive Notes or Book-Entry Notes and any limitations imposed thereon; (o) whether the such Notes of such Series include Senior Notes, Senior Subordinated Notes and/or Subordinated Notes; (p) whether the such Notes of such Series include Class A-1 Notes or subfacilities of Class A-1 Notes issued pursuant to a Class A-1 Note Purchase Agreement; (q) the terms of any related Enhancement and the Enhancement Provider thereof, if any; (r) the terms of any related Series Hedge Agreement and the applicable Hedge Counterparty, if any; and (qs) any other relevant terms of such Series of Notes (all such terms, the “Principal Terms” of such Series).

Series Supplement for Each Series. In conjunction with the issuance of a new Series of Notes or Additional Notes of an existing Series, Class, Subclass or Tranche of Notes, the parties hereto shall execute a Series SupplementSupplement for such new Series of Notes or an amendment to the Series Supplement for such existing Series, Class, Subclass or Tranche of Notes, as applicable, which shall specify the relevant terms with respect to such new Series of Notes or Additional Notes of such existing Series, Class, Subclass or Tranche of Notes, which may include, without limitation: (a) its name or designation; (b) the Initial Principal Amount with respect to such Seriesnew Series of Notes or each Class, Subclass or Tranche of such new Series of Notes or Additional Notes; (c) the Note Rate with respect to such new Series of Notes or each Class Class, Subclass or Tranche of such new Series and the applicable Default Rateof Notes or Additional Notes; (d) the Series Closing Date; (e) the Series Anticipated Repayment Date, if any; (f) the Series Legal Final Maturity Date; (g) the principal amortization schedule with respect to such Seriesnew Series of Notes or each Class, Subclass or Tranche of such new Series of Notes or Additional Notes, if any; (h) each Rating Agency rating such Seriesnew Series of Notes or each Class, Subclass or Tranche of such new Series of Notes or Additional Notes, if any; (i) the name of the Clearing AgencyAgency or Clearing Agencies, if any, for such new Series of Notes or each Class, Subclass or Tranche of such new Series of Notes or Additional Notes; (j) the names of the Series Distribution Accounts and any other Series Accounts to be used with respect to such new Series of Notes or Additional Notes and the terms governing the operation of any such account and the use of moneys therein; (k) the method of allocating amounts deposited into any Series Distribution Account with respect to such Seriesnew Series of Notes or Additional Notes; (l) whether the new Series of Notes of or such Series Additional Notes will be issued in multiple Classes one or more Classes, Subclasses and or Tranches, the rights and priorities of each such Class Class, Subclass or SubclassTranche, if any; (m) any deposit of funds to be made in any Base Indenture Account or any Series Account on the Series Closing Date and whether any such Base Indenture Account or Series Account shall be U.S. Dollar-denominated or Canadian Dollar-denominatedDate; (n) whether the new Series of Notes of such Series or Additional Notes may be issued as either Definitive Notes or and/or Book-Entry Notes and any limitations imposed thereon; (o) whether the such new Series of Notes of such Series or Additional Notes include Senior Notes, Senior Subordinated Notes and/or Subordinated Notes; (p) whether the such new Series of Notes of such Series or Additional Notes include Class A-1 Notes or subfacilities of Class A-1 Notes issued pursuant to a Class A-1 Note Purchase Agreement; (q) the terms of any related Series Hedge Agreement and the applicable Hedge Counterparty, if any; and (qr) any other relevant terms of such Series of Notes or Additional Notes (all such terms, the “Principal Terms” of such Series).

Series Supplement for Each Series. In conjunction with the issuance of a new Series, the parties hereto shall execute a Series Supplement, which shall specify the relevant terms with respect to such new Series of Notes, which may include, include without limitation: (a) its name or designation; (b) the Initial Principal Amount or the method of calculating the Initial Principal Amount with respect to such Series; (c) the Note Rate with respect to such Series or each Class of such Series and the applicable Default RateSeries; (d) the Series Closing Date; (e) the Series Anticipated Repayment Date, if any; (f) the Series Legal Final Maturity Date; (g) the principal amortization schedule with respect to such Series, if any; (h) each Rating Agency rating such Series; (if) the name of the Clearing Agency, if any; (g) the interest payment date or dates and the date or dates from which interest shall accrue; (h) the method of allocating Collections allocated to such Series; (i) whether the Notes of such Series will be issued in multiple Classes and, if so, the method of allocating Collections allocated to such Series among such Classes and the rights and priorities of each such Class; (j) the method by which the principal amount of the Notes of such Series shall amortize or accrete; (k) the names of the Series Distribution Accounts and any other Series Accounts to be used with respect to by such Series and the terms governing the operation of any such account and the use of moneys therein; (k) the method of allocating amounts deposited into any Series Distribution Account with respect to such Series; (l) whether the Notes of such Series will be issued in multiple Classes or Subclasses and the rights and priorities of each such Class or Subclass; (m) any deposit of funds to be made in any Base Indenture Account or any Series Account on the Series Closing Date Date; (m) the terms of any related Enhancement and whether any such Base Indenture Account or Series Account shall be U.S. Dollar-denominated or Canadian Dollar-denominatedthe Enhancement Provider thereof, if any; (n) whether the Notes of such Series may be issued as either Definitive Notes or Book-Entry Notes in bearer form and any limitations imposed thereon; (o) whether the Notes Series Termination Date of such Series include Senior Notes, Senior Subordinated Notes and/or Subordinated Notes; (p) whether the Notes of such Series include Class A-1 Notes or subfacilities of Class A-1 Notes issued pursuant to a Class A-1 Note Purchase AgreementSeries; and (qp) any other relevant terms of such Series of Notes (including whether or not such Series will be pledged as collateral for an issuance by an Affiliate Issuer) that do not change the terms of any Series of Notes Outstanding and that do not prevent the satisfaction of the Rating Agency Condition with respect to each Series of Notes Outstanding with respect to the issuance of such new Series (all such terms, the “Principal Terms” of such Series).

Series Supplement for Each Series. In conjunction with the issuance of a new Series, the parties hereto shall execute a Series SupplementSupplement (and, in the case such Series includes Class A-1 Notes, a Variable Funding Note Purchase Agreement), which document(s) shall specify the relevant terms with respect to such new Series of Notes, which may include, without limitation: (a) its name or designation; (b) the Initial Principal Amount with respect to such Seriesnew Series of Notes or, to the extent applicable, each Class, Subclass or Tranche of such new Series of Notes; (c) the Note Rate with respect to such new Series of Notes or, to the extent applicable, each Class, Subclass or each Class Tranche of such new Series and the applicable Default Ratedefault rate; (d) the Series Closing Date; (e) the Series Anticipated Repayment DateDate with respect to such new Series of Notes or, to the extent applicable, each Class, Subclass or Tranche of such new Series of Notes, if any; (f) the Series Legal Final Maturity Date; (g) the principal amortization schedule with respect to such Seriesnew Series of Notes or, to the extent applicable, each Class, Subclass or Tranche of such new Series of Notes, if any; (h) each Rating Agency rating such Seriesnew Series of Notes, or, to the extent applicable, each Class, Subclass or Tranche of such new Series of Notes; (i) the name of the Clearing Agency, if any, for such new Series of Notes or, to the extent applicable, each Class, Subclass or tranche of such new Series of Notes; (j) the names of the Series Distribution Accounts and any other Series Accounts to be used with respect to such Series and the terms governing the operation of any such account and the use of moneys therein; (k) the method of allocating amounts deposited into any Series Distribution Account with respect to such Series; (l) whether the Notes of such new Series will be issued in multiple Classes Classes, Subclasses or Subclasses Tranches, and the rights and priorities of each such Class Class, Subclass or SubclassTranche, if any; (m) any deposit of funds to be made in any Base Indenture Account or any Series Account on the Series Closing Date and whether any such Base Indenture Account or Series Account shall be U.S. Dollar-denominated or Canadian Dollar-denominatedDate; (n) whether the Notes of such Series may be issued as either Definitive Notes or Book-Entry Notes and any limitations imposed thereon; (o) whether the Notes of such Series include Senior Notes, Senior Subordinated Notes and/or Subordinated Notes; (p) whether the Notes of such Series include Class A-1 Notes or subfacilities of Class A-1 Notes issued pursuant to a Class A-1 Variable Funding Note Purchase Agreement; (q) the terms of any related Enhancement and the Enhancement Provider thereof, if any; (r) the terms of any related Series Hedge Agreement and the applicable Hedge Counterparty, if any; and (qs) any other relevant terms of such Series of Notes (all such terms, the “Principal Terms” of such Series); provided, the Series Supplement for any Series of Notes may alter the terms of this Base Indenture solely as those terms apply to the terms of such Series.

Series Supplement for Each Series. In conjunction with the issuance of a new Series, the parties hereto shall execute a Series Supplement, which shall specify the relevant terms with respect to such new Series of Notes, which may include, without limitation: (a) its name or designation; (b) the Initial Principal Amount with respect to such Series; (c) the Note Rate with respect to such Series or each Class of such Series and the applicable Default Rate; (d) the Series Closing Date; (e) the Series Anticipated Repayment Date, if any; (f) the Series Legal Final Maturity Date; (g) the principal amortization schedule with respect to such Series, if any; (h) each Rating Agency rating such Series; (ih) the name of the Clearing Agency, if any; (ji) the names of the Series Distribution Accounts and any other Series Accounts to be used with respect to such Series and the terms governing the operation of any such account and the use of moneys therein; (kj) the method of allocating amounts deposited into any Series Distribution Account with respect to such Series; (lk) whether the Notes of such Series will be issued in multiple Classes or Subclasses and the rights and priorities of each such Class or Subclass; (ml) any deposit of funds to be made in any Base Indenture Account or any Series Account on the Series Closing Date Date; (m) whether the Notes of such Series may be issued in bearer form and whether any such Base Indenture Account or Series Account shall be U.S. Dollar-denominated or Canadian Dollar-denominatedlimitations imposed thereon; (n) whether the Notes of such Series may be issued as either Definitive include Senior Notes or Book-Entry Notes and any limitations imposed thereonand/or Subordinated Notes; (o) whether the Notes of such Series include Class A-1 Senior Notes, Senior Subordinated Notes and/or Subordinated Notesor Class A-1 Subfacilities issued pursuant to a Variable Funding Note Purchase Agreement; (p) whether the Notes terms of such Series include Class A-1 Notes any related Enhancement and the Enhancement Provider thereof, if any; (q) the existence of any related Policy or subfacilities Policies and each Insurer thereunder, if any; (r) the terms of Class A-1 Notes issued pursuant to a Class A-1 Note Purchase Agreementany related Interest Rate Hedge and the Interest Rate Hedge Provider thereof, if any; and (qs) any other relevant terms of such Series of Notes that do not change the terms of any Series of Notes Outstanding and that do not prevent the satisfaction of the Rating Agency Condition with respect to each Series of Notes Outstanding with respect to the issuance of such new Series (all such terms, the “Principal Terms” of such Series).

Series Supplement for Each Series. In conjunction with the issuance of a new Series, the parties hereto shall execute a Series Supplement, which shall specify the relevant terms with respect to such new Series of Notes, which may include, without limitation: (a) its name or designation; (b) the Initial Principal Amount with respect to such Series; (c) the Note Rate with respect to such Series or each Class of such Series and the applicable Default Ratedefault rate; (d) the Series Closing Date; (e) the Series Anticipated Repayment Date, if any; (f) the Series Legal Final Maturity Date; (g) the principal amortization schedule with respect to such Series, if any; (h) each Rating Agency rating such Series; (i) the name of the Clearing AgencyAgency for such Series, if any; (j) the names of the Series Distribution Accounts and any other Series Accounts to be used with respect to such Series and the terms governing the operation of any such account and the use of moneys therein; (k) the method of allocating amounts deposited into any Series Distribution Account with respect to such Series; (l) whether the Notes of such Series will be issued in multiple Classes or Subclasses and the rights and priorities of each such Class or Subclass; (m) any deposit of funds to be made in any Base Indenture Account or any Series Account on the Series Closing Date and whether any such Base Indenture Account or Series Account shall be U.S. Dollar-denominated or Canadian Dollar-denominatedDate; (n) whether the Notes of such Series may be issued as either Definitive Notes or Book-Entry Notes and any limitations imposed thereon; (o) whether the Notes of such Series include Senior Notes, Senior Subordinated Notes and/or Subordinated Notes; (po) whether the Notes of such Series include Class A-1 Notes or subfacilities of Class A-1 Notes issued pursuant to a Class A-1 Variable Funding Note Purchase Agreement; (p) the terms of any related Enhancement and the Enhancement Provider thereof, if any; (q) the terms of any related Series Hedge Agreement and the applicable Hedge Counterparty, if any; and (qr) any other relevant terms of such Series of Notes (all such terms, the “Principal Terms” of such Series).

Series Supplement for Each Series. (a) In conjunction with the issuance of a new Series, the parties hereto shall execute a Series SupplementSupplement for such new Series, which shall specify the relevant terms with respect to such new Series of Notes, which may include, without limitation: (a1) its name or designation; (b2) the Initial Principal Invested Amount or the method of calculating the Initial Invested Amount with respect to such Series; (c3) the Note Rate with respect to such Series or each Class of such Series and the applicable Default RateSeries; (d4) the Series Closing Date; (e5) the Series Anticipated Repayment Date, if anyinterest payment date or dates and the date or dates from which interest shall accrue; (f6) the Series Legal Final Maturity Date; (g) the principal amortization schedule with respect method of allocating Collections allocated to such Series, if any; (h) each Rating Agency rating such Series; (i7) whether the name Notes of the Clearing Agencysuch Series will be issued in multiple Classes and, if anyso, the method of allocating Collections allocated to such Series among such Classes and the rights and priorities of each such Class; (j8) the method by which the principal amount of the Notes of such Series shall amortize or accrete; (9) the names of the Series Distribution Accounts and any other Series Accounts to be used with respect to by such Series and the terms governing the operation of any such account and the use of moneys therein; (k) the method of allocating amounts deposited into any Series Distribution Account with respect to such Series; (l) whether the Notes of such Series will be issued in multiple Classes or Subclasses and the rights and priorities of each such Class or Subclass; (m10) any deposit of funds to be made in any Base Indenture Account or any Series Account for such Series of Notes on the Series Closing Date and whether any such Base Indenture Account or Series Account shall be U.S. Dollar-denominated or Canadian Dollar-denominatedDate; (n11) whether the terms of any related Enhancement and the Enhancement Provider thereof, if any; (12) the form of the Notes of such Series and whether such Notes may be issued as either Definitive Notes or Book-Entry Notes in bearer form and any limitations imposed thereon; (o13) whether the Notes Series Termination Date of such Series; (14) the Group to which such Series include Senior Notes, Senior Subordinated belongs and the Group Specific Collateral in which such Series has an interest; (15) any additional collateral securing such Series of Notes and/or Subordinated not specified in this Base Indenture or the Series Supplement for such Series of Notes; (p16) whether the Notes of Eligibility Requirements for the Trucks to be included as Group Specific Collateral for such Series include Class A-1 Notes or subfacilities of Class A-1 Notes issued pursuant to a Class A-1 Note Purchase AgreementNotes; and (q17) any other relevant terms of such Series of Notes (including whether or not such Series will be pledged as collateral for an issuance by an Affiliate Issuer) that do not change the terms of any other Series of Notes Outstanding (all such terms, the “Principal Terms” of such Series). (b) (i) Each Series Supplement will specify that the related Series of Notes will have collateral that is to be segregated as Group Specific Collateral by the Administrator and the Trustee and be solely for the benefit of the Noteholders of such Series of Notes and any other Series of Notes that is designated in the Series Supplement for such other Series of Notes as sharing in such Group Specific Collateral. If any Group Specific Collateral with respect to such Series of Notes is specified, such Series Supplement shall expressly designate such Series as a member of a “Group” and each Series of Notes secured by such Group Specific Collateral shall be a member of the same “Group” for purposes of this Base Indenture; provided, however, that no such new Series of Notes will be issued unless (x) the Rating Agency Condition is met with respect to each Series of Notes Outstanding in the same Group, (y) the Administrator and CPF shall have delivered to the Trustee an Officers’ Certificate to the effect that the issuance of such Series of Notes will not have a material adverse effect on any Series of Notes Outstanding (excluding any impact from the dilution of the percentage interests in the Collateral or Group Specific Collateral or voting percentage of the existing Noteholders as a result of such issuance), and (z) the Series Supplement for such Series of Notes provides, in form satisfactory to the Trustee, for the changes and modifications to this Base Indenture as are described in clause (ii) below, and the other Applicable Related Documents for such Series of Notes comply with the requirements described in clause (ii) below. (ii) When any Series of Notes is issued, the Series Supplement for such Series of Notes and/or the Applicable Related Documents for such Series of Notes will provide that (A) the Administrator will determine the Group Specific Collateral for such Series of Notes and notify the Trustee of such determination and the Administrator and the Trustee shall segregate and identify the collateral such that (x) the Series of Notes will be secured by the Group Specific Collateral applicable to such Series of Notes and (y) the Noteholders with respect to any other Series of Notes, the Series Supplement with respect to which does not specify that such Series is a member of the same Group as such new Series, will not be entitled to the security interest in such Group Specific Collateral, (B) the Trustee will adjust the allocations and distributions to be made under the Indenture at the written direction of the Administrator so that the Noteholders of a Series of Notes sharing in particular Group Specific Collateral will be entitled to allocations and distributions arising in part or wholly from such Group Specific Collateral and the Noteholders with respect to other Series of Notes not sharing in the security interest in such Group Specific Collateral, as determined by the Series Supplement for such Series of Notes, will not be entitled to allocations and distributions arising from such Group Specific Collateral, (C) the Trustee will act as collateral agent under the Indenture (and in such capacity the Trustee, (x) may establish and maintain a master collection account, and one or more segregated collection accounts, into which Collections from Group Specific Collateral for a Group will be deposited and, after such deposit, further allocated among one or more Segregated Series of Notes in such Group, and (y) will hold its lien encumbering its rights and interests in such Group Specific Collateral for the benefit of all Series of Notes in such Group), (D) the Administrator will designate on its computer system by VIN, and the Trustee will designate in its records in electronic form by VIN, the source of the funds for the financing of each Truck (i.e., the Applicable CPF Lease under which it is leased and the Group to which the related Group Specific Collateral belongs), (E) the Noteholders of any Series of Notes will, subject to the limitations contained in this Base Indenture and the Series Supplement for such Series of Notes, be entitled to cause (pursuant to written direction) the Trustee to exercise remedies under this Base Indenture and such Series Supplement on behalf of such Series of Notes with respect to the Group Specific Collateral for the related Group, (F) in the case of the first Series of Notes in a Group, a separate segregated lease pertaining to the Group Specific Collateral for such Group will be executed and delivered by CPF, as lessor, and the Lessee, (G) to the extent specified in the Series Supplement for such Series of Notes, such actions will be taken by CPF or the Administrator as are necessary to perfect the Trustee’s security interest on behalf of the Noteholders of such Series of Notes in the Group Specific Collateral for such Group, and (H) provisions may be added to the Series Supplement for such Series of Notes and the other Applicable Related Documents for such Series of Notes, if necessary, to reflect the foregoing, which provisions will, among other things, provide for revisions to the terms “Aggregate Required Borrowing Base”, “Borrowing Base Deficiency”, “Collateral”, “Collection Account”, “CPF Lease”, “Required Borrowing Base”, and “Applicable CPF Agreements” and such other terms as may be appropriate; provided that any such revisions shall not have a material adverse effect (and, with respect to each Series, the Trustee may conclusively rely on an Officer’s Certificate of CPF as sufficient evidence of such lack of material adverse effect) on any Series of Notes Outstanding in the same Group or the Noteholders of any Series of Notes in such Group (excluding any impact from the dilution of the percentage interests in the Group Specific Collateral for such Group or voting percentage of the existing Noteholders in such Group as a result of such issuance) unless the Required Noteholders of such Series of Notes shall have given their prior written consent thereto. For purposes of the new Series of Notes, terms that are defined in both the Series Supplement for such new Series of Notes and the Base Indenture shall, for purposes of such Series Supplement and the Base Indenture as it relates to such new Series, have the meanings assigned to them in such Series Supplement. References herein to “all” Series of Notes (other than as specifically stated herein) shall be automatically modified to refer to all Series of Notes in the same Group (or as otherwise provided in the Series Supplement for a Series of Notes).

Series Supplement for Each Series. In conjunction with the issuance of a new Series, the parties hereto shall execute a Series Supplement, which shall specify the relevant terms with respect to such new Series of Notes, which may include, without limitation: (a) its name or designation; (b) the Initial Principal Amount with respect to such Series; (c) the Note Rate with respect to such Series or each Class of such Series and the applicable Default Rate; (d) the Series Closing Date; (e) the Series Anticipated Repayment Date, if any; (f) the Series Legal Final Maturity Date; (g) the principal amortization schedule with respect to such Series, if any; ; (h) each Rating Agency rating such Series; ; (i) the name of the Clearing Agency, if any; (j) the names of the Series Distribution Accounts and any other Series Accounts to be used with respect to such Series and the terms governing the operation of any such account and the use of moneys therein; (k) the method of allocating amounts deposited into any Series Distribution Account with respect to such Series; (l) whether the Notes of such Series will be issued in multiple Classes or Subclasses and the rights and priorities of each such Class or Subclass; (m) any deposit of funds to be made in any Base Indenture Account or any Series Account on the Series Closing Date and whether any such Base Indenture Account or Series Account shall be U.S. Dollar-denominated or Canadian Dollar-denominated; (n) whether the Notes of such Series may be issued as either Definitive Notes or Book-Entry Notes and any limitations imposed thereon; (o) whether the Notes of such Series include Senior Notes, Senior Subordinated Notes and/or Subordinated Notes; (p) whether the Notes of such Series include Class A-1 Notes or subfacilities of Class A-1 Notes issued pursuant to a Class A-1 Note Purchase Agreement; and (q) any other relevant terms of such Series of Notes (all such terms, the “Principal Terms” of such Series).

Series Supplement for Each Series. (a) In conjunction with the issuance of a new Series, the parties hereto shall execute a Series Supplement, which shall specify the relevant terms with respect to such new Series of Notes, which may shall include, without limitation: , as applicable: (ai) its the name or designation; designation of such Series, (bii) the Initial Principal Amount with respect to aggregate principal amount of Notes of such Series; Series (cwhich may be a variable amount), (iii) the Note Rate with respect to (or the method for calculating such Series or each Class of such Series and the applicable Default Note Rate; (d) the Series Closing Date; (e) the Series Anticipated Repayment Date, if any; (f) the Series Legal Final Maturity Date; (g) the principal amortization schedule with respect to such Series, if any; (h) each Rating Agency rating such Series; (iiv) the name interest payment date or dates and the date or dates from which interest shall accrue, (v) the method of allocating Collections with respect to such Series and the Clearing Agencymethod by which the principal amount of Notes of such Series shall amortize or accrete, if any; (jvi) the names of the Series Distribution Accounts and any other Series Accounts accounts to be used with respect to by such Series and the terms governing the operation of any such account and the use of moneys therein; , (kvii) the method terms of allocating amounts deposited into any Series Distribution Account with respect to such Series; Enhancement Agreement, if any, (lviii) the Enhancement Provider, if any, (ix) whether the Notes of such Series may be issued in bearer form and any limitations imposed thereon, (x) the Final Scheduled Payment Date, (xi) whether the Notes will be issued in multiple Classes or Subclasses and classes and, if so, the rights and priorities method of each allocating Collections among such Class or Subclass; classes, (mxii) whether such Series of Notes shall have the benefit of Series-Specific Collateral for such Series (xiii) any deposit of funds to be made in any Base Indenture Account or any Series Account on the Series Closing Date issuance and whether any such Base Indenture Account or Series Account shall be U.S. Dollar-denominated or Canadian Dollar-denominated; (n) transfer restrictions, including whether the Notes of such Series may be issued as either Definitive Notes in definitive or Book-Entry Notes global form and any limitations imposed thereon; thereon and (o) whether the Notes of such Series include Senior Notes, Senior Subordinated Notes and/or Subordinated Notes; (p) whether the Notes of such Series include Class A-1 Notes or subfacilities of Class A-1 Notes issued pursuant to a Class A-1 Note Purchase Agreement; and (qxiv) any other relevant terms of such Series of Notes that do not (subject to Section 2.3(b) and Article 12 hereof) change the terms of any outstanding Series of Notes or otherwise materially conflict with the provisions of this Base Indenture and that do not prevent the satisfaction of the Rating Agency Confirmation Condition with respect to each outstanding Series of Notes with respect to the issuance of such new Series (all such terms, the “"Principal Terms” " such Series); (i) A Series Supplement may specify that the related Series of Notes (each, a "Segregated Series") will have collateral that is to be solely for the benefit of the Noteholders of such Segregated Series of Notes and any other Segregated Series of Notes specified in such Series Supplement (such collateral being referred to as "Series-Specific Collateral"); provided, however, that no such Segregated Series of Notes will be issued unless (A) the Rating Agency Confirmation Condition with respect to each outstanding Series of Notes is met with respect to the issuance of such Segregated Series of Notes, (B) the Issuer shall have delivered to the Indenture Trustee an Officer's Certificate to the effect that the issuance of such Segregated Series of Notes will not have a material adverse effect upon the Noteholders of any Series of Notes outstanding at the time of the issuance of the Segregated Series of Notes, and (C) the applicable Series Supplement provides, in form satisfactory to the Indenture Trustee, for the changes and modifications to the Base Indenture and the other Related Documents as are described in clause (ii) below. (ii) In the event any Segregated Series of Notes is issued, the related Series Supplement will provide that (A) the Indenture Trustee will identify the collateral for such Segregated Series of Notes such that (1) the Series-Specific Collateral will secure only the Segregated Series of Notes to which such Series-Specific Collateral is applicable and (2) the Noteholders with respect to any other Series of Notes will not be entitled to the benefit of such Series-Specific Collateral, (B) the Indenture Trustee will adjust the allocations and distributions to be made under the Base Indenture so that the Noteholders with respect to the Segregated Series of Notes will be entitled to allocations and distributions arising solely from the Series-Specific Collateral applicable to such Segregated Series of Notes and the Noteholders with respect to the non-Segregated Series of Notes will be entitled to allocations and distributions arising solely from the non-Series-Specific Collateral, (C) the Indenture Trustee will act as collateral agent under the Base Indenture (and in such capacity the Indenture Trustee shall (1) establish and maintain a master collection account, and one or more segregated collection accounts, into which Collections allocated to all Series of Notes will be deposited and, after such deposit, further allocated among one or more Segregated Series of Notes and the non-Segregated Series of Notes and (2) hold its lien encumbering the non-Series-Specific Collateral for the benefit of the non-Segregated Series of Notes and hold its lien encumbering the Series-Specific Collateral for the benefit of the applicable Segregated Series of Notes), (D) the Noteholders of the Segregated Series of Notes will, subject to the limitations contained in this Base Indenture and the applicable Series Supplement, be entitled to direct the Indenture Trustee in writing to exercise the remedies under the Base Indenture solely on behalf of such Segregated Series of Notes, (E) separate monthly 7 reports and other information will be furnished under the Base Indenture for the Series-Specific Collateral, which monthly reports and other information will contain substantially the same type of information as the monthly reports provided under the Base Indenture prior to the issuance of such Segregated Series of Notes, (F) the Issuer will take such actions as are necessary to perfect the Indenture Trustee's interest on behalf of the Noteholders of such Series in the Series-Specific Collateral, (H) amendments will be made to this Base Indenture and the other Related Documents, if necessary, to reflect the foregoing, provided that any such amendment shall not have a material adverse effect on the Noteholders of any Series unless the Required Noteholders of such Series shall have given their prior written consent thereto (and, with respect to each Series, the Indenture Trustee may conclusively rely on an Officer's Certificate as sufficient evidence of such lack of a material adverse effect), (I) for purposes of the Segregated Series, terms that are defined both in the applicable Series Supplement and in Schedule I to the Base Indenture, shall for purposes of such Series Supplement and the Base Indenture as it relates to such Segregated Series, have the meanings assigned to them in such Series Supplement and (J) references herein to "all" or "each" Series of Notes or words of similar import (other than as specifically stated herein) shall be modified to refer to all or each Series of Notes other than any Segregated Series of Notes which may hereafter be issued.

Series Supplement for Each Series. In conjunction with the issuance of a new Series of Notes or Additional Notes of an existing Series, Class, Subclass or Tranche of Notes, the parties hereto shall execute a Series SupplementSupplement for such new Series of Notes or a Supplement to the Series Supplement for such existing Series, Class, Subclass or Tranche of Notes, as applicable, which shall specify the relevant terms with respect to such new Series of Notes, which may include, without limitation: (a) its name or designation; (b) the Initial Principal Amount with respect to such SeriesNotes; (c) the Note Rate with respect to such Series or each Class of such Series and the applicable Default RateNotes; (d) the Series Closing Date; (e) the Series Anticipated Repayment Date, if any; (f) the Series Legal Final Maturity Date; (g) the principal amortization schedule with respect to such SeriesNotes, if any; (h) each Rating Agency rating such SeriesNotes; (i) the name of the Clearing Agency, if any; (j) the names of the Series Distribution Accounts and any other Series Accounts to be used with respect to such Series Notes and the terms governing the operation of any such account and the use of moneys therein; (k) the method of allocating amounts deposited into any Series Distribution Account with respect to such SeriesNotes; (l) whether the such Notes of such Series will be issued in multiple Classes Classes, Subclasses or Subclasses Tranches and the rights and priorities of each such Class Class, Subclass or SubclassTranche; (m) any deposit of funds to be made in any Base Indenture Account or any Series Account on the Series Closing Date and whether any such Base Indenture Account or Series Account shall be U.S. Dollar-denominated or Canadian Dollar-denominatedDate; (n) whether the such Notes of such Series may be issued as either Definitive Notes, Uncertificated Notes or Book-Entry Notes and any limitations imposed thereon; (o) whether the such Notes of such Series include Senior Notes, Senior Subordinated Notes and/or Subordinated Notes; (p) whether the such Notes of such Series include Class A-1 Notes or subfacilities of Class A-1 Notes issued pursuant to a Class A-1 Note Purchase Agreement; (q) the terms of any related Enhancement and the Enhancement Provider thereof, if any; (r) the terms of any related Series Hedge Agreement and the applicable Hedge Counterparty, if any; and (qs) any other relevant terms of such Series of Notes (all such terms, the “Principal Terms” of such Series).

Series Supplement for Each Series. In conjunction with the issuance of a new Series, the parties hereto shall execute a Series SupplementSupplement (and, in the case of Class A-1 Notes, a Variable Funding Note Purchase Agreement), which document(s) shall specify the relevant terms with respect to such new Series of Notes, which may include, without limitation: (a) its name or designation; (b) the Initial Principal Amount with respect to such Seriesnew Series of Notes or, to the extent applicable, each Class, Subclass or Tranche of such new Series of Notes; (c) the Note Rate with respect to such new Series of Notes or, to the extent applicable, each Class, Subclass or each Class Tranche of such new Series and the applicable Default Ratedefault rate; (d) the Series Closing Date; (e) the Series Anticipated Repayment DateDate with respect to such new Series of Notes or, to the extent applicable, each Class, Subclass or Tranche of such new Series of Notes, if any; (f) the Series Legal Final Maturity Date; (g) the principal amortization schedule with respect to such Seriesnew Series of Notes or, to the extent applicable, each Class, Subclass or Tranche of such new Series of Notes, if any; (h) each Rating Agency rating such Seriesnew Series of Notes, or, to the extent applicable, each Class, Subclass or Tranche of such new Series of Notes; (i) the name of the Clearing Agency, if any, for such new Series of Notes or, to the extent applicable, each Class, Subclass or tranche of such new Series of Notes; (j) the names of the Series Distribution Accounts and any other Series Accounts to be used with respect to such Series and the terms governing the operation of any such account and the use of moneys therein; (k) the method of allocating amounts deposited into any Series Distribution Account with respect to such Series; (l) whether the Notes of such new Series will be issued in multiple Classes Classes, Subclasses or Subclasses Tranches, and the rights and priorities of each such Class Class, Subclass or SubclassTranche, if any; (m) any deposit of funds to be made in any Base Indenture Account or any Series Account on the Series Closing Date and whether any such Base Indenture Account or Series Account shall be U.S. Dollar-denominated or Canadian Dollar-denominatedDate; (n) whether the Notes of such Series may be issued as either Definitive Notes or Book-Entry Notes and any limitations imposed thereon; (o) whether the Notes of such Series include Senior Notes, Senior Subordinated Notes and/or Subordinated Notes; (p) whether the Notes of such Series include Class A-1 Notes or subfacilities of Class A-1 Notes issued pursuant to a Class A-1 Variable Funding Note Purchase Agreement; (q) the terms of any related Enhancement and the Enhancement Provider thereof, if any; (r) the terms of any related Series Hedge Agreement and the applicable Hedge Counterparty, if any; and (qs) any other relevant terms of such Series of Notes (all such terms, the “Principal Terms” of such Series); provided, the Series Supplement for any Series of Notes may alter the terms of this Base Indenture solely as those terms apply to the terms of such Series.

Series Supplement for Each Series. In conjunction with the issuance of a new Series, the parties hereto shall execute a Series Supplement, which shall specify the relevant terms with respect to such new Series of Notes, which may include, without limitation: (a) its name or designation; (b) the Initial Principal Amount with respect to such Series; (c) the Note Rate with respect to such Series or each Class of such Series and the applicable Default Rate; (d) the Series Closing Date; (e) the Series Anticipated Repayment Date, if any; (f) the Series Legal Final Maturity Date; (g) the principal amortization schedule with respect to such Series, if any; (h) each Rating Agency rating such Series; (i) the name of the Clearing Agency, if any; (j) the names of the Series Distribution Accounts and any other Series Accounts to be used with respect to such Series and the terms governing the operation of any such account and the use of moneys therein; (k) the method of allocating amounts deposited into any Series Distribution Account with respect to such Series; (l) whether the Notes of such Series will be issued in multiple Classes or Subclasses and the rights and priorities of each such Class or Subclass; (m) any deposit of funds to be made in any Base Indenture Account or any Series Account on the Series Closing Date and whether any such Base Indenture Account or Series Account shall be U.S. Dollar-denominated or Canadian Dollar-denominatedDate; (n) whether the Notes of such Series may be issued as either Definitive Notes or Book-Entry Notes in bearer form and any limitations imposed thereon; (o) whether the Notes of such Series include Senior Notes, Senior Subordinated Notes and/or Subordinated Notes; (p) whether the Notes of such Series include Class A-1 Senior Notes or subfacilities of Class A-1 Senior Notes issued pursuant to a Class A-1 Variable Funding Note Purchase Agreement; (q) the terms of any related Series Hedge Agreement and the applicable Hedge Provider, if any; and (qr) any other relevant terms of such Series of Notes (all such terms, the “Principal Terms” of such Series).

Series Supplement for Each Series. In conjunction with the issuance of a new Series, the parties hereto shall execute a Series Supplement, which shall specify the relevant terms with respect to such new Series of Notes, which may include, without limitation: (a) its name or designation; (b) the Initial Principal Amount with respect to such Series; (c) the Note Rate with respect to such Series or each Class of such Series and the applicable Default Ratedefault rate; (d) the Series Closing Date; (e) the Series Anticipated Repayment Date, if any; (f) the Series Legal Final Maturity Date; (g) the principal amortization schedule with respect to such Series, if any; (h) each the Rating Agency rating such Series; (i) the name of the Clearing AgencyAgency for such Series, if any; (j) the names of the Series Distribution Accounts and any other Series Accounts to be used with respect to such Series and the terms governing the operation of any such account and the use of moneys therein; (k) the method of allocating amounts deposited into any Series Distribution Account with respect to such Series; (l) whether the Notes of such Series will be issued in multiple Classes or Subclasses and the rights and priorities of each such Class or Subclass; (m) any deposit of funds to be made in any Base Indenture Account or any Series Account on the Series Closing Date and whether any such Base Indenture Account or Series Account shall be U.S. Dollar-denominated or Canadian Dollar-denominatedDate; (n) whether the Notes of such Series may be issued as either Definitive Notes or Book-Entry Notes and any limitations imposed thereon; (o) whether the Notes of such Series include Senior Notes, Senior Subordinated Notes and/or Subordinated Notes; (p) whether the Notes of such Series include Class A-1 Notes or subfacilities of Class A-1 Notes issued pursuant to a Class A-1 Variable Funding Note Purchase Agreement; (q) the terms of any related Enhancement and the Enhancement Provider thereof, if any; (r) the terms of any related Series Hedge Agreement and the applicable Hedge Counterparty, if any; and (qs) any other relevant terms of such Series of Notes (all such terms, the “Principal Terms” of such Series).

Series Supplement for Each Series. In conjunction with the issuance of a new Series, the parties hereto shall execute a Series SupplementSupplement (and, in the case of Class A-1 Notes, a Variable Funding Note Purchase Agreement), which document(s) shall specify the relevant terms with respect to such new Series of Notes, which may include, without limitation: (a) its name or designation; (b) the Initial Principal Amount with respect to such Seriesnew Series of Notes or, to the extent applicable, each Class, Subclass or Tranche of such new Series of Notes; (c) the Note Rate with respect to such new Series of Notes or, to the extent applicable, each Class, Subclass or each Class Tranche of such new Series and the applicable Default Ratedefault rate; (d) the Series Closing Date; (e) the Series Anticipated Repayment DateDate with respect to such new Series of Notes or, to the extent applicable, each Class, Subclass or Tranche of such new Series of Notes, if any; (f) the Series Legal Final Maturity Date; (g) the principal amortization schedule with respect to such Seriesnew Series of Notes or, to the extent applicable, each Class, Subclass or Tranche of such new Series of Notes, if any; (h) each Rating Agency rating such Seriesnew Series of Notes, or, to the extent applicable, each Class, Subclass or Tranche of such new Series of Notes; (i) the name of the Clearing Agency, if any, for such new Series of Notes or, to the extent applicable, each Class, Subclass or tranche of such new Series of Notes; (j) the names of the Series Distribution Accounts and any other Series Accounts to be used with respect to such Series and the terms governing the operation of any such account and the use of moneys therein; (k) the method of allocating amounts deposited into any Series Distribution Account with respect to such Series; (l) whether the Notes of such new Series will be issued in multiple Classes Classes, Subclasses or Subclasses Tranches, and the rights and priorities of each such Class Class, Subclass or SubclassTranche, if any; (m) any deposit of funds to be made in any Base Indenture Account or any Series Account on the Series Closing Date and whether any such Base Indenture Account or Series Account shall be U.S. Dollar-denominated or Canadian Dollar-denominatedDate; (n) whether the Notes of such Series may be issued as either Definitive Notes, Uncertificated Notes or Book-Entry Notes and any limitations imposed thereon; (o) whether the Notes of such Series include Senior Notes, Senior Subordinated Notes and/or Subordinated Notes; (p) whether the Notes of such Series include Class A-1 Notes or subfacilities of Class A-1 Notes issued pursuant to a Class A-1 Variable Funding Note Purchase Agreement; (q) the terms of any related Enhancement and the Enhancement Provider thereof, if any; (r) the terms of any related Series Hedge Agreement and the applicable Hedge Counterparty, if any; and (qs) any other relevant terms of such Series of Notes (all such terms, the “Principal Terms” of such Series); provided, the Series Supplement for any Series of Notes may alter the terms of this Base Indenture solely as those terms apply to the terms of such Series.

Series Supplement for Each Series. In conjunction with the issuance of a new Series or Additional Notes (other than a Series of Notes) of an existing Series, Class, Subclass or Tranche of Notes, the parties hereto shall execute a Series SupplementSupplement for such new Series of Notes or a Supplement to the Series Supplement for such existing Series, Class, Subclass or Tranche of Notes, as applicable (and, in the case of Class A-1 Notes, a Variable Funding Note Purchase Agreement), which document(s) shall specify the relevant terms with respect to such new Series of Additional Notes, which may include, without limitation: (a) its name or designation; (b) the Initial Principal Amount with respect to such new Series of Notes or, to the extent applicable, such Additional Notes of an existing Series, Class, Subclass or Tranche of Notes; (c) the Note Rate with respect to such new Series of Notes or, to the extent applicable, such Additional Notes of an existing Series, Class, Subclass or each Class Tranche of such Series Notes and the applicable Default Ratedefault rate; (d) the Series Closing Date; (e) the Series Anticipated Repayment DateDate with respect to such new Series of Notes or, to the extent applicable, such Additional Notes of an existing Series, Class, Subclass or Tranche of Notes, if any; (f) the Series Legal Final Maturity Date; (g) the principal amortization schedule with respect to such new Series of Notes or, to the extent applicable, such Additional Notes of an existing Series, Class, Subclass or Tranche of Notes, if any; (h) each Rating Agency rating such new Series of Notes, or, to the extent applicable, such Additional Notes of an existing Series, Class, Subclass or Tranche of Notes; (i) the name of the Clearing Agency, if any, for such new Series of Notes or, to the extent applicable, such Additional Notes of an existing Series, Class, Subclass or tranche of Notes; (j) the names of the Series Distribution Accounts and any other Series Accounts to be used with respect to such Series Notes and the terms governing the operation of any such account and the use of moneys therein; (k) the method of allocating amounts deposited into any Series Distribution Account with respect to such SeriesNotes; (l) whether the Notes of such new Series (if applicable) will be issued in multiple Classes Classes, Subclasses or Subclasses Tranches, and the rights and priorities of each such Class Class, Subclass or SubclassTranche, if any; (m) any deposit of funds to be made in any Base Indenture Account or any Series Account on the Series Closing Date and whether any such Base Indenture Account or Series Account shall be U.S. Dollar-denominated or Canadian Dollar-denominatedDate; (n) whether the such Notes of such Series may be issued as either Definitive Notes, Uncertificated Notes or Book-Entry Notes and any limitations imposed thereon; (o) whether the such Notes of such Series include Senior Notes, Senior Subordinated Notes and/or Subordinated Notes; (p) whether the such Notes of such Series include Class A-1 Notes or subfacilities of Class A-1 Notes issued pursuant to a Class A-1 Variable Funding Note Purchase Agreement; (q) the terms of any related Enhancement and the Enhancement Provider thereof, if any; (r) the terms of any related Series Hedge Agreement and the applicable Hedge Counterparty, if any; and (qs) any other relevant terms of such Series of Notes (all such terms, the “Principal Terms” of such Series); provided, the Series Supplement for any new Series of Notes may alter the terms of this Base Indenture solely as those terms apply to the terms of such Series.

Series Supplement for Each Series. In conjunction with the issuance of a new Series, the parties hereto shall execute a Series Supplement, which shall specify the relevant terms with respect to of such new Series of Notes, which may include, without limitation: (a) its name or designation; (b) the Initial Principal Amount with respect to such Series; (c) the Note Rate with respect to such Series or each Class of such Series and the applicable Default Rate; (d) the Series Closing Date; (e) the Series Anticipated Repayment Scheduled Maturity Date, if any; (f) the Series Legal Final Maturity Date; (g) the principal amortization schedule with respect to such Series, if any; (h) each Rating Agency rating such Series; (ih) the name of the Clearing Agency, if any; (ji) the names of the Series Distribution Collection Account Administrative Accounts and any other Series Accounts to be used with respect to such Series and the terms governing the operation of any such account and the use of moneys therein; (kj) the method of allocating amounts deposited into any Series Distribution Collection Account Administrative Account with respect to such Series; (lk) whether the Notes of such Series will shall be issued in multiple Classes or Subclasses and the rights and priorities of each such Class or Subclass; (ml) any deposit of funds to be made in any Base Indenture Account or any Series Account on the Series Closing Date Date; (m) whether the Notes of such Series may be issued in bearer form and whether any such Base Indenture Account or Series Account shall be U.S. Dollar-denominated or Canadian Dollar-denominatedlimitations imposed thereon; (n) whether the Notes of such Series may be issued as either Definitive include Senior Notes or Book-Entry Notes and any limitations imposed thereonand/or Subordinated Notes; (o) whether the Notes of such Series include Variable Funding Senior Notes, Senior Subordinated Notes and/or Subordinated Notesor Variable Funding Subfacilities issued pursuant to a Variable Funding Note Purchase Agreement; (p) whether the Notes terms of such Series include Class A-1 Notes or subfacilities any related Enhancement and the Enhancement Provider thereof, if any; (q) the terms of Class A-1 Notes issued pursuant to a Class A-1 Note Purchase Agreementany related Interest Rate Hedge and the Interest Rate Hedge Provider thereof, if any; and (qr) any other relevant terms of such Series of Notes that do not change the terms of any Series of Notes Outstanding and that do not prevent the satisfaction of the Rating Agency Condition with respect to each Series of Notes Outstanding with respect to the issuance of such new Series (all such terms, the “Principal Terms” of such Series).

Series Supplement for Each Series. In conjunction with the issuance of a new Series of Notes or Additional Notes of an existing Series, Class, Subclass or Tranche of Notes, subject to the applicable terms and provisions of Article XIII, the parties hereto shall execute a Series SupplementSupplement for such new Series of Notes or a Supplement to the Series Supplement for such existing Series, Class, Subclass or Tranche of Notes, as applicable, which shall specify the relevant terms with respect to such new Series of Notes, which may include, without limitation: (a) its name or designation; (b) the Initial Principal Amount with respect to such SeriesNotes; (c) the Note Rate with respect to such Series or each Class of such Series and the applicable Default RateNotes; (d) the Series Closing Date; (e) the Series Anticipated Repayment Date, if any[Reserved]; (f) the Series Legal Final Maturity Date; (g) the principal amortization schedule with respect to such SeriesNotes, if any; (h) each Rating Agency rating such SeriesNotes (if applicable); (i) the name of the Clearing Agency, if any; (j) the names of the Series Distribution Accounts and any other Series Accounts to be used with respect to such Series Notes and the terms governing the operation of any such account and the use of moneys therein; (kj) the method of allocating amounts deposited into any Series Distribution Account with respect to such Notes and/or the method of remitting payments from the applicable Indenture Trust Accounts to the Holders of such Series; (lk) whether the such Notes of such Series will be issued in multiple Classes Classes, Subclasses or Subclasses Tranches and the rights and priorities of each such Class Class, Subclass or SubclassTranche; (ml) any deposit of funds to be made in any Base Indenture Trust Account or any Series Account on the Series Closing Date and whether any such Base Indenture Account or Series Account shall be U.S. Dollar-denominated or Canadian Dollar-denominatedDate; (nm) whether the such Notes of such Series may be issued as either Definitive Notes or Book-Entry Notes and any limitations imposed thereon; (on) whether the such Notes of such Series include Senior Notes, Senior Subordinated Notes and/or Senior Subordinated Notes; (po) whether the Notes of such Series include Class A-1 Notes or subfacilities of Class A-1 Notes issued pursuant to a Class A-1 Note Purchase Agreement[Reserved]; and (qp) any other relevant terms of such Series of Notes (all such terms, the “Principal Terms” of such Series).

Series Supplement for Each Series. (a) In conjunction with the issuance of a new Series, the parties hereto shall execute a Series Supplement, which shall specify the relevant terms with respect to such new Series of Notes, which may shall include, without limitation: as applicable: (ai) its name or designation; , (bii) the Initial aggregate Principal Amount with respect to of Notes of such Series; , (ciii) the Note Rate with respect to (or the method for calculating such Series or each Class of such Series and the applicable Default Note Rate; (d) the Series Closing Date; (e) the Series Anticipated Repayment Date, if any; (f) the Series Legal Final Maturity Date; (g) the principal amortization schedule with respect to such Series, if any; (h) each Rating Agency rating such Series; (iiv) the name interest payment date or dates and the date or dates from which interest shall accrue, (v) the method of allocating Collections with respect to such Series and the Clearing Agencymethod by which the Principal Amount of Notes of such Series shall amortize or accrete, if any; (jvi) the method of determining and priorities applicable to distributions, (vii) the names and other identification of the Series Distribution Accounts and any other Series Accounts accounts to be used with respect to by such Series and the terms governing the operation of any such account and the use of moneys therein; account, (kviii) the method Servicing Fee Percentage, (ix) the terms of allocating amounts deposited into any Enhancement, (x) the Enhancement Provider, if any, (xi) the form of the Notes and whether the Notes may be issued in bearer form and any limitations imposed thereon, (xii) the Series Distribution Account with respect to such Series; Termination Date, (lxiii) whether the Notes of such Series will be issued in multiple Classes or Subclasses and classes and, if so, the rights and priorities method of each allocating Collections among such Class or Subclass; classes, (m) any deposit of funds to be made in any Base Indenture Account or any Series Account on the Series Closing Date and whether any such Base Indenture Account or Series Account shall be U.S. Dollar-denominated or Canadian Dollar-denominated; (nxiv) whether the Notes of such Series may be issued as either Definitive Notes or Book-Entry Notes and any limitations imposed thereon; (o) whether the Notes of such Series include Senior Notes, Senior Subordinated Notes and/or Subordinated Notes; (p) whether the Notes of such Series include Class A-1 Notes or subfacilities of Class A-1 Notes issued pursuant to a Class A-1 Note Purchase Agreement; and (q) any other relevant terms of such Series of Notes shall have the benefit of Segregated Collateral and if so, which Group or Groups of Segregated Collateral such Series has an interest in, (xv) any additional collateral securing such Series of Notes not specified in this Base Indenture or comprising the applicable Group of Segregated Collateral, (xvi) the redemption provisions and amounts due on redemption applicable to such Series, (xvii) the periodic reporting requirements of the Trustee and Master Servicer applicable to such Series, (xviii) whether there are any hedging arrangements applicable to or required by such Series and how any payments under such hedging arrangements are treated under the collection, allocation and distribution provisions, (xix) any additional Amortization Events and any other terms relating to the amortization of the Notes, and (xx) any terms applicable to the new Series that are a modification to or that override the terms of this Base Indenture and any other additional relevant terms; provided that, in each case, the conditions to issuance stated in Section 2.2 of this Base Indenture may not be modified or overridden (all such terms, the “Principal Terms” of such Series); (i) A Series Supplement may specify that the related Series of Notes (each, a “Segregated Series”) will have Collateral and Master Collateral that is to be segregated (such Collateral and Master Collateral being referred to as “Segregated Collateral” and each pool of Segregated Collateral being referred to as a “Group”) by the Master Servicer, the Master Collateral Agent and the Trustee and be solely for the benefit of the Noteholders of such Segregated Series of Notes and any other future Segregated Series of Notes that is designated in the applicable Series Supplement as sharing in such Group of Segregated Collateral; provided, however, that no new Segregated Series of Notes will be issued unless (x) the Rating Agency Condition is met with respect to such new Series and each Series of Notes Outstanding sharing in the same Group of Segregated Collateral, (y) the Master Servicer and RCFC shall have delivered to the Trustee and Master Collateral Agent an Officers’ Certificate to the effect that the creation of a new Group of Segregated Collateral in connection with such issuance of a Segregated Series will not have a material adverse effect on any existing Group and any Series of Notes secured by such existing Group outstanding at the time of the creation of such new Group of Segregated Collateral in connection with the issuance of the new Segregated Series of Notes, and (z) the applicable Series Supplement provides, in form satisfactory to the Trustee, for the changes and modifications to this Base Indenture and the other Related Documents as are described in clause (ii) below. (ii) In the event any Segregated Series of Notes is issued, the related Series Supplement will provide that (A) the Master Servicer, the Master Collateral Agent and the Trustee will segregate the Group of Collateral and Master Collateral for such Segregated Series of Notes such that (x) the Segregated Series of Notes will be secured by the Group of Segregated Collateral applicable to such Segregated Series of Notes and (y) the Noteholders with respect to any other Series of Notes, the Series Supplement with respect to which does not specify that such Series shares in such Group of Segregated Collateral, will not be entitled to the benefit of such Segregated Collateral, (B) the Trustee will adjust the allocations and distributions to be made under the Indenture at the written direction of the Master Servicer so that the Noteholders of a Segregated Series of Notes sharing in a particular Group of Segregated Collateral will be entitled to allocations and distributions arising in part or wholly from such Group of Segregated Collateral and the Noteholders with respect to other Series of Notes not sharing an interest in such Group, as determined by the Series Supplement for such Series of Notes, will be entitled to allocations and distributions arising solely from the Collateral and Master Collateral of the Group or Groups in which their respective Series Supplements state they have an interest, (C) the Trustee will act as collateral agent under the Indenture and as master collateral agent under the Master Collateral Agency Agreement (and in such capacity the Trustee and the Master Collateral Agent, as applicable, may (x) establish and maintain a master collection account, and one or more segregated collection accounts, into which Collections from a Group of Segregated Collateral will be deposited and, after such deposit, further allocated among one or more Segregated Series of Notes sharing in such Group of Segregated Collateral, and (y) hold its lien encumbering its rights and interests in the Group of Segregated Collateral for the benefit of all Segregated Series of Notes sharing in the Group of Segregated Collateral), (D) the Master Servicer and the Master Collateral Agent will each designate on its computer system the source of the funds for the financing of each Vehicle (i.e., which Lease it is leased under and which Group of Segregated Collateral to which it belongs), (E) the Noteholders of any Segregated Series of Notes will, subject to the limitations contained in this Base Indenture and the related Series Supplement, be entitled to cause (pursuant to written direction) the Trustee and the Master Collateral Agent, as applicable, to exercise remedies under this Base Indenture and the Master Collateral Agency Agreement, respectively, on behalf of such Segregated Series of Notes with respect to the Group of Segregated Collateral, (F) one or more separate segregated Leases pertaining, as applicable, to the Group of Segregated Collateral will be executed and delivered by RCFC, as lessor, and each applicable Lessee, (G) to the extent specified in the Series Supplement for such Segregated Series of Notes, such actions will be taken by the Issuer or Master Servicer as are necessary to perfect the Trustee’s interest on behalf of the Noteholders of such Segregated Series of Notes in the Group of Segregated Collateral, (H) provisions may be added to the related Series Supplement and the other Related Documents, if necessary, to reflect the foregoing, which provisions will, among other things, provide for revisions to the terms “Aggregate Asset Amount”, “Collateral”, “Collection Account”, “Lease”, “Lessee”, “Related Documents”, “Required Asset Amount”, “Required Beneficiaries”, and “RCFC Agreements” and such other terms as may be appropriate and (I) references herein to “all” Series of Notes (other than as specifically stated herein) shall be automatically modified to refer to all Series of Notes sharing in the same Group of Segregated Collateral (or as otherwise provided in the related Series Supplement).

Series Supplement for Each Series. In conjunction with the issuance of a new Series, the parties hereto shall execute a Series Supplement, which shall specify the relevant terms with respect to such new Series of Notes, which may include, without limitation: (a) its name or designation; (b) the Initial Principal Amount with respect to such Series; (c) the Note Rate with respect to such Series or each Class of such Series and the applicable Default Rate; (d) the Series Closing Date; (e) the Series Anticipated Repayment Date, if any; (f) the Series Legal Final Maturity Date; (g) the principal amortization schedule with respect to such Series, if any; (h) each Rating Agency rating such Series; (i) the name of the Clearing Agency, if any; (j) the names of the Series Distribution Accounts and any other Series Accounts to be used with respect to such Series and the terms governing the operation of any such account and the use of moneys therein; (k) the method of allocating amounts deposited into any Series Distribution Account with respect to such Series; (l) whether the Notes of such Series will be issued in multiple Classes or Subclasses and the rights and priorities of each such Class or Subclass; (m) any deposit of funds to be made in any Base Indenture Account or any Series Account on the Series Closing Date and whether any such Base Indenture Account or Series Account shall be U.S. Dollar-denominated or Canadian Dollar-denominatedDate; (n) whether the Notes of such Series may be issued as either Definitive Notes or Book-Entry Notes in bearer form and any limitations imposed thereon; (o) whether the Notes of such Series include Senior Notes, Senior Subordinated Notes and/or Subordinated Notes; (p) whether the Notes of such Series include Class A-1 Senior Notes or subfacilities of Class A-1 Senior Notes issued pursuant to a Class A-1 Variable Funding Note Purchase Agreement; (q) the terms of any related Enhancement and the Enhancement Provider thereof, if any; (r) the terms of any related Series Hedge Agreement and the applicable Series Hedge Counterparty, if any; and (qs) any other relevant terms of such Series of Notes (all such terms, the “Principal Terms” of such Series).

Series Supplement for Each Series. In conjunction with the issuance of a new Series, the parties hereto shall execute a Series Supplement, which shall specify the relevant terms with respect to such new Series of Notes, which may include, without limitation: (a) its name or designation; (b) the Initial Principal Amount with respect to such Series; (c) the Note Rate with respect to such Series or each Class of such Series and the applicable Default Rate; (d) the Series Closing Date; (e) the Series Anticipated Repayment Date, if any; (f) the Series Legal Final Maturity Date; (g) the principal amortization schedule with respect to such Series, if any; (h) each Rating Agency rating such Series; (ih) the name of the Clearing Agency, if any; (ji) the names of the Series Distribution Accounts and any other Series Accounts to be used with respect to such Series and the terms governing the operation of any such account and the use of moneys therein; (kj) the method of allocating amounts deposited into any Series Distribution Account with respect to such Series; (lk) whether the Notes of such Series will be issued in multiple Classes or Subclasses and the rights and priorities of each such Class or Subclass; (ml) any deposit of funds to be made in any Base Indenture Account or any Series Account on the Series Closing Date Date; (m) whether the Notes of such Series may be issued in bearer form and whether any such Base Indenture Account or Series Account shall be U.S. Dollar-denominated or Canadian Dollar-denominatedlimitations imposed thereon; (n) whether the Notes of such Series may be issued as either Definitive Notes or Book-Entry Notes and any limitations imposed thereoninclude Senior Notes, and/or Subordinated Notes; (o) whether the Notes of such Series include Class A-1 Senior Notes, Senior Subordinated Notes and/or Subordinated Notesor Class A-1 Subfacilities issued pursuant to a Variable Funding Note Purchase Agreement; (p) whether the Notes terms of such Series include Class A-1 Notes or subfacilities any related Enhancement and the Enhancement Provider thereof, if any; (q) the existence of Class A-1 Notes issued pursuant to a Class A-1 Note Purchase Agreementany related Policy and the Insurer thereunder, if any; (r) the terms of any related Interest Rate Hedge and the Interest Rate Hedge Provider thereof, if any; and (qs) any other relevant terms of such Series of Notes that do not change the terms of any Series of Notes Outstanding and that do not prevent the satisfaction of the Rating Agency Condition with respect to each Series of Notes Outstanding with respect to the issuance of such new Series (all such terms, the “Principal Terms” of such Series).

Series Supplement for Each Series. (a) In conjunction with the issuance of a new Series, the parties hereto shall execute a Series Supplement, which shall specify the relevant terms with respect to such new Series of Notes, which may shall include, without limitation: as applicable: (ai) its name or designation; , (bii) the Initial Principal Amount with respect to aggregate principal amount of Notes of such Series; , (ciii) the Note Rate with respect to (or the method for calculating such Series or each Class of such Series and the applicable Default Note Rate; (d) the Series Closing Date; (e) the Series Anticipated Repayment Date, if any; (f) the Series Legal Final Maturity Date; (g) the principal amortization schedule with respect to such Series, if any; (h) each Rating Agency rating such Series; (iiv) the name interest payment date or dates and the date or dates from which interest shall accrue, (v) the method of allocating Collections with respect to such Series and the Clearing Agencymethod by which the principal amount of Notes of such Series shall amortize or accrete, if any; (jvi) the names of the Series Distribution Accounts and any other Series Accounts accounts to be used with respect to by such Series and the terms governing the operation of any such account and the use of moneys therein; account, (kvii) the method terms of allocating amounts deposited into any Series Distribution Account with respect to such Series; Enhancement, (lviii) the Enhancement Provider, if any, (ix) whether the Notes of such may be issued in bearer form and any limitations imposed thereon, (x) the Series Termination Date, (xi) whether the Notes will be issued in multiple Classes or Subclasses and classes and, if so, the rights and priorities method of each allocating Collections among such Class or Subclass; classes, (m) any deposit of funds to be made in any Base Indenture Account or any Series Account on the Series Closing Date and whether any such Base Indenture Account or Series Account shall be U.S. Dollar-denominated or Canadian Dollar-denominated; (nxii) whether the Notes of such Series may be issued as either Definitive of Notes or Bookshall have the benefit of Series-Entry Notes Specific Collateral and any limitations imposed thereon; (o) whether the Notes of such Series include Senior Notes, Senior Subordinated Notes and/or Subordinated Notes; (p) whether the Notes of such Series include Class A-1 Notes or subfacilities of Class A-1 Notes issued pursuant to a Class A-1 Note Purchase Agreement; and (qxiii) any other relevant terms of such Series of Notes that do not (subject to Section 2.3(b) and Article 12 hereof) change the terms of any Outstanding Series of Notes or otherwise materially conflict with the provisions of this Indenture and that do not prevent the satisfaction of the Rating Agency Confirmation Condition with respect to each Outstanding Series of Notes with respect to the issuance of such new Series (all such terms, the “"Principal Terms” " of such Series); (i) A Series Supplement may specify that the related Series of Notes (each, a "Segregated Series") will have Collateral that is to be solely for the benefit of the Noteholders of such Segregated Series of Notes and any other Segregated Series of Notes specified in such Series Supplement (such Collateral being referred to as "Series-Specific Collateral"); provided, however, that no such Segregated Series of Notes will be issued unless (x) the Rating Agency Confirmation Condition with respect to each Outstanding Series of Notes is met with respect to the issuance of such Segregated Series of Notes, (y) ARG shall have delivered to the Trustee an Officer's Certificate to the effect that the issuance of such Segregated Series of Notes will not have a material adverse effect upon the Noteholders of any Series of Notes outstanding at the time of the 9 9 issuance of the Segregated Series of Notes, and (z) the applicable Series Supplement provides, in form satisfactory to the Trustee, for the changes and modifications to the Indenture and the other Related Documents as are described in clause (ii) below.

Series Supplement for Each Series. In conjunction with the issuance of a new Series, the parties hereto shall execute a Series Supplement, which shall specify the relevant terms with respect to such new Series of Notes, which may include, without limitation: (a) its name or designation; (b) the Initial Principal Amount with respect to such Series; (c) the Note Rate with respect to such Series or each Class of such Series and the applicable Default Rate; (d) the Series Closing Date; (e) the Series Anticipated Repayment Date, if any; (f) the Series Legal Final Maturity Date; (g) the principal amortization schedule with respect to such Series, if any; (h) each Rating Agency rating such Series; (i) the name of the Clearing AgencyAgency for such Series, if any; (j) the names of the Series Distribution Accounts and any other Series Accounts to be used with respect to such Series and the terms governing the operation of any such account and the use of moneys therein; (k) the method of allocating amounts deposited into any Series Distribution Account with respect to such Series; (l) whether the Notes of such Series will be issued in multiple Classes or Subclasses and the rights and priorities of each such Class or Subclass; (m) any deposit of funds to be made in any Base Indenture Account or any Series Account on the Series Closing Date and whether any such Base Indenture Account or Series Account shall be U.S. Dollar-denominated or Canadian Dollar-denominatedDate; (n) whether the Notes of such Series may be issued as either Definitive Notes or Book-Entry Notes in bearer form and any limitations imposed thereon; (o) whether the Notes of such Series include Senior Notes, Senior Subordinated Notes and/or Subordinated Notes; (p) whether the Notes of such Series include Class A-1 Notes or subfacilities of Class A-1 Notes issued pursuant to a Class A-1 Variable Funding Note Purchase Agreement; (q) the terms of any related Enhancement and the Enhancement Provider thereof, if any; (r) the terms of any related Series Hedge Agreement and the applicable Hedge Counterparty, if any; and (qs) any other relevant terms of such Series of Notes (all such terms, the “Principal Terms” of such Series).

Series Supplement for Each Series. In conjunction with the issuance of a new Series of Notes or Additional Notes of an existing Series, Class, Subclass or Tranche of Notes, the parties hereto shall execute a Series SupplementSupplement for such new Series of Notes or an amendment to the Series Supplement for such existing Series, Class, Subclass or Tranche of Notes, as applicable, which shall specify the relevant terms with respect to such new Series of Notes or Additional Notes of such existing Series, Class, Subclass or Tranche of Notes, which may include, without limitation: (a) its name or designation; (b) the Initial Principal Amount with respect to such Seriesnew Series of Notes or each Class, Subclass or Tranche of such new Series of Notes or Additional Notes; (c) the Note Rate with respect to such new Series of Notes or each Class Class, Subclass or Tranche of such new Series and the applicable Default Rateof Notes or Additional Notes; (d) the Series Closing Date; (e) the Series Anticipated Repayment Date, if any; (f) the Series Legal Final Maturity Date; (g) the principal amortization schedule with respect to such Seriesnew Series of Notes or each Class, Subclass or Tranche of such new Series of Notes or Additional Notes, if any; (h) each the Rating Agency rating such Seriesnew Series of Notes or each Class, Subclass or Tranche of such new Series of Notes or Additional Notes, if any; (i) the name of the Clearing AgencyAgency or Clearing Agencies, if any, for such new Series of Notes or each Class, Subclass or Tranche of such new Series of Notes or Additional Notes; (j) the names of the Series Distribution Accounts and any other Series Accounts to be used with respect to such new Series of Notes or Additional Notes and the terms governing the operation of any such account and the use of moneys therein; (k) the method of allocating amounts deposited into any Series Distribution Account with respect to such Seriesnew Series of Notes or Additional Notes; (l) whether the new Series of Notes of or such Series Additional Notes will be issued in multiple Classes one or more Classes, Subclasses and or Tranches, the rights and priorities of each such Class Class, Subclass or SubclassTranche, if any; (m) any deposit of funds to be made in any Base Indenture Account or any Series Account on the Series Closing Date and whether any such Base Indenture Account or Series Account shall be U.S. Dollar-denominated or Canadian Dollar-denominatedDate; (n) whether the new Series of Notes of such Series or Additional Notes may be issued as either Definitive Notes or and/or Book-Entry Notes and any limitations imposed thereon; (o) whether the such new Series of Notes of such Series or Additional Notes include Senior Notes, Senior Subordinated Notes and/or Subordinated Notes; (p) whether the such new Series of Notes of such Series or Additional Notes include Class A-1 Notes or subfacilities of Class A-1 Notes issued pursuant to a Class A-1 Note Purchase Agreement; (q) the terms of any related Series Hedge Agreement and the applicable Hedge Counterparty, if any; and (qr) any other relevant terms of such Series of Notes or Additional Notes (all such terms, the “Principal Terms” of such Series).

Series Supplement for Each Series. In conjunction with the issuance of a new Series of Notes or Additional Notes of an existing Series, Class, Subclass or Tranche of Notes, the parties hereto shall execute a Series SupplementSupplement for such new Series of Notes or an amendment to the Series Supplement for such existing Series, Class, Subclass or Tranche of Notes, as applicable, which shall specify the relevant terms with respect to such new Series of Notes or Additional Notes of such existing Series, Class, Subclass or Tranche of Notes, which may include, without limitation: (a) its name or designation; (b) the Initial Principal Amount with respect to such Seriesnew Series of Notes or each Class, Subclass or Tranche of such new Series of Notes or Additional Notes; (c) the Note Rate with respect to such new Series of Notes or each Class Class, Subclass or Tranche of such new Series and the applicable Default Rateof Notes or Additional Notes; (d) the Series Closing Date; (e) the Series Anticipated Repayment DateDate with respect to such new Series of Notes or each Class, Subclass or Tranche of such new Series of Notes, if any; (f) the Series Legal Final Maturity DateDate with respect to new such Series of Notes or each Class, Subclass or Tranche of such new Series of Notes; (g) the principal amortization schedule with respect to such Seriesnew Series of Notes or each Class, Subclass or Tranche of such new Series of Notes or Additional Notes, if any; (h) each Rating Agency rating such Seriesnew Series of Notes or each Class, Subclass or Tranche of such new Series of Notes or Additional Notes, if any; (i) the name of the Clearing AgencyAgency or Clearing Agencies, if any, for such new Series of Notes or each Class, Subclass or Tranche of such new Series of Notes or Additional Notes; (j) the names of the Series Distribution Accounts and any other Series Accounts to be used with respect to such new Series of Notes or Additional Notes and the terms governing the operation of any such account and the use of moneys therein; (k) the method of allocating amounts deposited into any Series Distribution Account with respect to such Seriesnew Series of Notes or Additional Notes; (l) whether the new Series of Notes of or such Series Additional Notes will be issued in multiple Classes one or more Classes, Subclasses and or Tranches, the rights and priorities of each such Class Class, Subclass or SubclassTranche, if any; (m) any deposit of funds to be made in any Base Indenture Account or any Series Account on the Series Closing Date and whether any such Base Indenture Account or Series Account shall be U.S. Dollar-denominated or Canadian Dollar-denominatedDate; (n) whether the new Series of Notes of such Series or Additional Notes may be issued as either Definitive Notes or and/or Book-Entry Notes and any limitations imposed thereon; (o) whether the such new Series of Notes of such Series or Additional Notes include Senior Notes, Senior Subordinated Notes and/or Subordinated Notes; (p) whether the such new Series of Notes of such Series or Additional Notes include Class A-1 Notes or subfacilities of Class A-1 Notes issued pursuant to a Class A-1 Note Purchase Agreement; (q) the terms of any related Series Hedge Agreement and the applicable Hedge Counterparty, if any; (r) whether the Notes of such Series, Class, Subclass or Tranche are Uncertificated Notes, Book-Entry Notes or Definitive Notes; and (qs) any other relevant terms of such Series Series, Class, Subclass or Tranche of Notes or Additional Notes (all such terms, the “Principal Terms” of such Series, Class, Subclass or Tranche of Notes).

Series Supplement for Each Series. (a) In conjunction with the issuance of a new Series, the parties hereto shall execute a Series Supplement, which shall specify the relevant terms with respect to such new Series of Notes, which may shall include, without limitation: as applicable: (ai) its name or designation; , (bii) the Initial Principal Amount aggregate principal amount of Notes of such Series and a method for determining the aggregate principal amount of Notes of any Series with respect to such Series; a variable principal amount, (ciii) the Note Rate with respect to (or the method for calculating such Series or each Class of such Series and the applicable Default Note Rate; (d) the Series Closing Date; (e) the Series Anticipated Repayment Date, if any; (f) the Series Legal Final Maturity Date; (g) the principal amortization schedule with respect to such Series, if any; (h) each Rating Agency rating such Series; (iiv) the name interest payment date or dates and the date or dates from which interest shall accrue, (v) the method of allocating Group III Collections or Group-Specific Collections, as applicable, with respect to such Series and the Clearing Agencymethod by which the principal amount of Notes of such Series shall amortize or accrete, if any; (jvi) the names of the Series Distribution Accounts and any other Series Accounts accounts to be used with respect to by such Series and the terms governing the operation of any such account and the use of moneys therein; account, (kvii) the method terms of allocating amounts deposited into any Series Distribution Account with respect to such Series; Enhancement, (lviii) the Enhancement Provider, if any, (ix) whether the Notes of such may be issued in bearer form and any limitations imposed thereon, (x) the Series Termination Date, (xi) whether the Notes will be issued in multiple Classes classes and, if so, the method of allocating Group III Collections or Subclasses and the rights and priorities of each Group-Specific Collections, as applicable, among such Class or Subclass; classes, (m) any deposit of funds to be made in any Base Indenture Account or any Series Account on the Series Closing Date and whether any such Base Indenture Account or Series Account shall be U.S. Dollar-denominated or Canadian Dollar-denominated; (nxii) whether the Notes of such Series may be issued as either Definitive of Notes or Bookshall have the benefit of Group-Entry Notes Specific Collateral and any limitations imposed thereon; (o) whether the Notes of such Series include Senior Notes, Senior Subordinated Notes and/or Subordinated Notes; (p) whether the Notes of such Series include Class A-1 Notes or subfacilities of Class A-1 Notes issued pursuant to a Class A-1 Note Purchase Agreement; and (qxiii) any other relevant terms of such Series of Notes that do not (subject to SECTION 2.3(B) and ARTICLE 12 hereof) change the terms of any Outstanding Series of Notes or otherwise materially conflict with the provisions of this Indenture and that do not prevent the satisfaction of the Rating Agency Confirmation Condition with respect to each Outstanding Series of Notes with respect to the issuance of such new Series (all such terms, the “Principal Terms” "PRINCIPAL TERMS" of such Series); (i) ARG II may establish one or more separate groups of collateral (each such group of collateral being referred to as, "Group-Specific Collateral") in which one or more Series of Notes shall have an interest. Section 3.1 of this Base Indenture identified the initial Group-Specific Collateral with respect to the Group III Notes, as the Group III Collateral, and any subsequent Group will be identified through the designation and related granting of such Group-Specific Collateral through the related Series Supplements. A Series Supplement may specify that the related Series of Notes (each, a "SEGREGATED SERIES") will have an interest in Group-Specific Collateral, other than the Group III Collateral identified hereunder, that is to be solely for the benefit of the Noteholders of such Segregated Series of Notes and any other Segregated Series of Notes specified in such Series Supplement and subsequent Series Supplements as sharing in that Group-Specific Collateral; PROVIDED, HOWEVER, that no such Segregated Series of Notes will be issued unless (x) the Rating Agency Confirmation Condition with respect to each Outstanding Series of Notes is met with respect to the issuance of such Segregated Series of Notes, (y) ARG II shall have delivered to the Trustee an Officer's Certificate to the effect that the issuance of such Segregated Series of Notes will not have a material adverse effect (excluding any impact from the dilution of the interests or voting percentage of the existing Noteholders as a result of such issuance) upon the Noteholders of any Series of Notes outstanding at the time of the issuance of the Segregated Series of Notes, and (z) the applicable Series Supplement provides, in form satisfactory to the Trustee, for the changes and modifications to the Indenture and the other Related Documents as are described in CLAUSE (II) below. (ii) In the event any Segregated Series of Notes is issued, the related Series Supplement will provide that (A) the Servicer, the Master Collateral Agent and the Trustee will identify the Group-Specific Collateral, as well as any collateral applicable only to that Series for such Segregated Series of Notes, (B) the holders of any existing or future Series of Notes will not be entitled to the benefit of, have an interest in or receive any proceeds of such Group-Specific Collateral unless so specified in the Series Supplement for any such Series of Notes, (C) the Group-Specific Collateral will secure only that Segregated Series of Notes and the Noteholders with respect to any other Series of Notes will not be entitled to the benefit of such Group-Specific Collateral, (D) the allocations and distributions to be made under the Indenture will be adjusted so that only the Noteholders with respect to all Segregated Series of Notes sharing in particular Group-Specific Collateral will be entitled to allocations and distributions of proceeds arising solely from such applicable Group-Specific Collateral, (E) the Trustee will act as collateral agent under the Indenture (and in such capacity the Trustee, together with the Master Collateral (1) the Master Collateral Agent's interest in the portion of such Group-Specific Collateral that would constitute Master Collateral and to designate the Leasing Companies as the "Financing Source" and the Leasing Companies Trustee, on behalf of the Noteholders of each Series of Notes sharing in such Group-Specific Collateral, as specified in the related Series Supplements, as the "Beneficiary" under the Master Collateral Agency Agreement with respect to the Group-Specific Collateral and (2) the Trustee's interest on behalf of the Noteholders of each Series of Notes sharing in such Group-Specific Collateral, (K) amendments will be made to this Indenture and the other Related Documents, if necessary (or through the applicable Series Supplement), to reflect the

Series Supplement for Each Series. In conjunction with the issuance of a new Series of Notes or Additional Notes of an existing Series, Class, Subclass or Tranche of Notes, subject to the applicable terms and provisions of Article XIII, the parties hereto shall execute a Series SupplementSupplement for such new Series of Notes or a Supplement to the Series Supplement for such existing Series, Class, Subclass or Tranche of Notes, as applicable, which shall specify the relevant terms with respect to such new Series of Notes, which may include, without limitation: (a) its name or designation; (b) the Initial Principal Amount with respect to such SeriesNotes; (c) the Note Rate with respect to such Series or each Class of such Series and the applicable Default RateNotes; (d) the Series Closing Date; (e) the Series Anticipated Repayment Date, if any; (f) the Series Legal Final Maturity Date; (g) the principal amortization schedule with respect to such SeriesNotes, if any; (h) each Rating Agency rating such SeriesNotes; (i) the name of the Clearing Agency, if any; (j) the names of the Series Distribution Accounts and any other Series Accounts to be used with respect to such Series Notes and the terms governing the operation of any such account and the use of moneys therein; (kj) the method of allocating amounts deposited into any Series Distribution Account with respect to such Notes and/or the method of remitting payments from the applicable Indenture Trust Accounts to the Holders of such Series; (lk) whether the such Notes of such Series will be issued in multiple Classes Classes, Subclasses or Subclasses Tranches and the rights and priorities of each such Class Class, Subclass or SubclassTranche; (ml) any deposit of funds to be made in any Base Indenture Trust Account or any Series Account on the Series Closing Date and whether any such Base Indenture Account or Series Account shall be U.S. Dollar-denominated or Canadian Dollar-denominatedDate; (nm) whether the such Notes of such Series may be issued as either Definitive Notes or Book-Entry Notes and any limitations imposed thereon; (on) whether the such Notes of such Series include Senior Notes, Senior Subordinated Notes and/or Subordinated Notes; (po) whether the Notes terms of such Series include Class A-1 Notes or subfacilities of Class A-1 Notes issued pursuant to a Class A-1 Note Purchase Agreement; andany related Enhancement and the Enhancement Provider thereof, if any; (qp) any other relevant terms of such Series of Notes (all such terms, the “Principal Terms” of such Series).

Series Supplement for Each Series. In conjunction with the issuance of a new Series, the parties hereto shall execute a Series Supplement, which shall specify the relevant terms with respect to such new Series of Notes, which may include, without limitation: (a) its name or designation; (b) the Initial Principal Amount with respect to such Series; (c) the Note Rate with respect to such Series or each Class of such Series and the applicable Default Rate; (d) the Series Closing Date; (e) the Series Anticipated Repayment Date, if any; (f) the Series Legal Final Maturity Date; (g) the principal amortization schedule with respect to such Series, if any; (h) each Rating Agency rating such Series; (i) the name of the Clearing Agency, if any; (j) the names of the Series Distribution Accounts and any other Series Accounts to be used with respect to such Series and the terms governing the operation of any such account and the use of moneys therein; (k) the method of allocating amounts deposited into any Series Distribution Account with respect to such Series; (l) whether the Notes of such Series will be issued in multiple Classes or Subclasses and the rights and priorities of each such Class or Subclass; (m) any deposit of funds to be made in any Base Indenture Account or any Series Account on the Series Closing Date and whether any such Base Indenture Account or Series Account shall be U.S. Dollar-denominated or Canadian Dollar-denominatedDate; (n) whether the Notes of such Series may be issued as either Definitive Notes or Book-Entry Notes and any limitations imposed thereon; (o) whether the Notes of such Series include Senior Notes, Senior Subordinated Notes and/or Subordinated Notes; (p) whether the Notes of such Series include Class A-1 Notes or subfacilities of Class A-1 Notes issued pursuant to a Class A-1 Note Purchase Agreement; and (q) any other relevant terms of such Series of Notes (all such terms, the “Principal Terms” of such Series).

Series Supplement for Each Series. (a) In conjunction with the issuance of a new Series, the parties hereto shall execute a Series Supplement, which shall specify the relevant terms with respect to such new Series of Notes, which may shall include, without limitation: as applicable: (ai) its name or designation; , (bii) the Initial Principal Amount aggregate principal amount of Notes of such Series to be issued and a method for determining the aggregate principal amount of Notes of any Series with respect to such Series; a variable principal amount, (ciii) the Note Rate with respect to (or the method for calculating such Series or each Class of such Series and the applicable Default Note Rate; (d) the Series Closing Date; (e) the Series Anticipated Repayment Date, if any; (f) the Series Legal Final Maturity Date; (g) the principal amortization schedule with respect to such Series, if any; (h) each Rating Agency rating such Series; (iiv) the name interest payment date or dates and the date or dates from which interest shall accrue, (v) the method of allocating Collections with respect to such Series and the Clearing Agencymethod by which the principal amount of Notes of such Series shall amortize or accrete, if any; (jvi) the names of the Series Distribution Accounts and any other Series Accounts accounts to be used with respect to by such Series and the terms governing the operation of any such account and the use of moneys therein; account, (kvii) the method terms of allocating amounts deposited into any Series Distribution Account with respect to such Series; Enhancement, (lviii) the Enhancement Provider, if any, (ix) whether the Notes of such may be issued in bearer form and any limitations imposed thereon, (x) the Series Termination Date, (xi) whether the Notes will be issued in multiple Classes or Subclasses and classes and, if so, the rights and priorities method of each allocating Collections among such Class or Subclass; classes, (m) any deposit of funds to be made in any Base Indenture Account or any Series Account on the Series Closing Date and whether any such Base Indenture Account or Series Account shall be U.S. Dollar-denominated or Canadian Dollar-denominated; (nxii) whether the Notes of such Series may be issued as either Definitive of Notes or Bookshall have the benefit of Series-Entry Notes Specific Collateral and any limitations imposed thereon; (o) whether the Notes of such Series include Senior Notes, Senior Subordinated Notes and/or Subordinated Notes; (p) whether the Notes of such Series include Class A-1 Notes or subfacilities of Class A-1 Notes issued pursuant to a Class A-1 Note Purchase Agreement; and (qxiii) any other relevant terms of such Series of Notes that do not (subject to Section 2.3(b) and Article 12) change the terms of any Outstanding Series of Notes or otherwise materially conflict with the provisions of this Indenture and that do not prevent the satisfaction of the Rating Agency Confirmation Condition with respect to each Outstanding Series of Notes with respect to the issuance of such new Series (all such terms, the “Principal Terms” of such Series); (i) A Series Supplement may specify that the related Series of Notes (each, a “Segregated Series”) will have collateral that is to be solely for the benefit of the Noteholders of such Segregated Series of Notes and any other Segregated Series of Notes specified in such Series Supplement (such collateral being referred to as “Series-Specific Collateral”). If any Series-Specific Collateral with respect to a Segregated Series is specified, such Series Supplement shall expressly designate the related Segregated Series of Notes as a “Segregated Series” for purposes of this Base Indenture; provided, however, that no such Segregated Series of Notes will be issued unless (x) the Rating Agency Confirmation Condition with respect to each Outstanding Series of Notes is met with respect to the issuance of such Segregated Series of Notes, (y) the Issuer shall have delivered to the Trustee an Officer’s Certificate to the effect that the issuance of such Segregated Series of Notes will not have a material adverse effect (excluding any impact from the dilution of the interests or voting percentage of the existing Noteholders as a result of such issuance) upon the Noteholders of any Series of Notes outstanding at the time of the issuance of the Segregated Series of Notes, and (z) the applicable Series Supplement provides, in form satisfactory to the Trustee, for the changes and modifications to the Indenture and the other Related Documents as are described in clause (ii) below. (ii) In the event any Segregated Series of Notes is issued, the related Series Supplement will (A) provide that the Servicer, the Master Collateral Agent and the Trustee will identify the Series-Specific Collateral for such Segregated Series of Notes such that (x) the Series-Specific Collateral will secure only the Segregated Series of Notes to which such Series-Specific Collateral is applicable, (y) the Noteholders with respect to any other Series of Notes will not be entitled to the benefit of such Series-Specific Collateral and (z) the Noteholders of the Segregated Series of Notes will not be entitled to the benefit of the Collateral or any Series-Specific Collateral securing other Segregated Series of Notes, (B) provide that the Trustee will adjust the allocations and distributions to be made under the Indenture at the written direction of the Servicer so that the Noteholders with respect to the Segregated Series of Notes will be entitled to allocations and

Series Supplement for Each Series. In conjunction with the issuance of a new any Notes (other than Additional Notes of an existing Series, Class, Subclass or Tranche of Notes), the parties hereto shall execute a Series SupplementSupplement for such Notes, which shall specify the relevant terms with respect to such new Series of Notes, which may include, include without limitation: (a) its name or designation; (b) the Initial Principal Amount with respect to such SeriesNotes; (c) the Note Rate with respect to such Series or each Class of such Series and the applicable Default RateNotes; (d) the Series Closing Date; (e) the Series Anticipated Repayment Date, if any; (f) the Series Legal Final Maturity Date; (g) the principal amortization schedule with respect to such SeriesNotes, if any; (h) each Rating Agency rating such SeriesNotes, if any; (i) the name of the Clearing AgencyAgency or Clearing Agencies, if any; (j) the names of the Series Distribution Accounts and any other Series Accounts to be used with respect to such Series Notes and the terms governing the operation of any such account and the use of moneys therein; (k) the method of allocating amounts deposited into any Series Distribution Account with respect to such SeriesNotes; (l) whether the such Notes of such Series will be issued in multiple Classes one or more Classes, Subclasses or Tranches, and the rights and priorities of each such Class Class, Subclass or SubclassTranche; (m) any deposit of funds to be made in any Base Indenture Account or any Series Account on the Series Closing Date and whether any such Base Indenture Account or Series Account shall be U.S. Dollar-denominated or Canadian Dollar-denominatedDate; (n) whether the such Notes of such Series may be issued as either Definitive Notes, Uncertificated Notes or and/or Book-Entry Notes and any limitations imposed thereon; (o) whether the such Notes of such Series include Senior Notes, Senior Subordinated Notes and/or Subordinated Notes; (p) whether the such Notes of such Series include Class A-1 Notes or subfacilities of Class A-1 Notes issued pursuant to a Class A-1 Note Purchase Agreement; (q) the terms of any related Series Hedge Agreement and the applicable Hedge Counterparty, if any; and (qr) any other relevant terms of such Series of Notes (all such terms, the “Principal Terms” of such Series). In conjunction with the issuance of Additional Notes of an existing Series, Class, Subclass or Tranche of Notes, the parties hereto shall execute a Supplement to the Series Supplement for such existing Series, Class, Subclass or Tranche of Notes.

Series Supplement for Each Series. In conjunction with the issuance of a new Series of Notes or Additional Notes of an existing Series, Class, Subclass or Tranche of Notes, subject to the applicable terms and provisions of Article XIII, the parties hereto shall execute a Series SupplementSupplement for such new Series of Notes or a Supplement to the Series Supplement for such existing Series, Class, Subclass or Tranche of Notes, as applicable, which shall specify the relevant terms with respect to such new Series of Notes, which may include, without limitation: (a) its name or designation; (b) the Initial Principal Amount with respect to such SeriesNotes; (c) the Note Rate with respect to such Series or each Class of such Series and the applicable Default RateNotes; (d) the Series Closing Date; (e) the Series Anticipated Repayment Date, if any; (f) the Series Legal Final Maturity Date; (g) the principal amortization schedule with respect to such SeriesNotes, if any; (h) each Rating Agency rating such SeriesNotes (if applicable); (i) the name of the Clearing Agency, if any; (j) the names of the Series Distribution Accounts and any other Series Accounts to be used with respect to such Series Notes and the terms governing the operation of any such account and the use of moneys therein; (kj) the method of allocating amounts deposited into any Series Distribution Account with respect to such Notes and/or the method of remitting payments from the applicable Indenture Trust Accounts to the Holders of such Series; (lk) whether the such Notes of such Series will be issued in multiple Classes Classes, Subclasses or Subclasses Tranches and the rights and priorities of each such Class Class, Subclass or SubclassTranche; (ml) any deposit of funds to be made in any Base Indenture Trust Account or any Series Account on the Series Closing Date and whether any such Base Indenture Account or Series Account shall be U.S. Dollar-denominated or Canadian Dollar-denominatedDate; (nm) whether the such Notes of such Series may be issued as either Definitive Notes or Book-Entry Notes and any limitations imposed thereon; (on) whether the such Notes of such Series include Senior Notes, Senior Subordinated Notes and/or Subordinated Notes; (po) whether the Notes terms of such Series include Class A-1 Notes or subfacilities of Class A-1 Notes issued pursuant to a Class A-1 Note Purchase Agreement; andany related Enhancement and the Enhancement Provider thereof, if any; (qp) any other relevant terms of such Series of Notes (all such terms, the “Principal Terms” of such Series).

Series Supplement for Each Series. (a) In conjunction with the issuance of a new Series, the parties hereto shall execute a Series Supplement, which shall specify the relevant terms with respect to such new Series of Notes, which may shall include, without limitation: as applicable: (ai) its name or designation; , (bii) the Initial Principal Amount with respect aggregate principal amount of Notes of such Series to be issued or the method for determining the aggregate principal amount of Notes of such Series; Series if such Series will have a variable principal amount, (ciii) the Note Rate with respect to (or the method for calculating such Series or each Class of such Series and the applicable Default Note Rate; (d) the Series Closing Date; (e) the Series Anticipated Repayment Date, if any; (f) the Series Legal Final Maturity Date; (g) the principal amortization schedule with respect to such Series, if any; (h) each Rating Agency rating such Series; (iiv) the name interest payment date or dates and the date or dates from which interest shall accrue, (v) the method of allocating Collections or, in the case of the Clearing Agencyissuance of a Segregated Series of Notes, if any; the Group-Specific Collections, with respect to such Series and the method by which the principal amount of Notes of such Series shall amortize or accrete, (jvi) the names of the Series Distribution Accounts and any other Series Accounts accounts to be used with respect to by such Series and the terms governing the operation of any such account and the use of moneys therein; account, (kvii) the method terms of allocating amounts deposited into any Series Distribution Account with respect to such Series; Enhancement, (lviii) the Enhancement Provider, if any, (ix) whether the Notes of such may be issued in bearer form and any limitations imposed thereon, (x) the Series Termination Date, (xi) whether the Notes will be issued in multiple Classes or Subclasses and classes and, if so, the rights and priorities method of each allocating Collections or, in the case of the issuance of a Segregated Series of Note, Group-Specific Collections, among such Class or Subclass; classes, (m) any deposit of funds to be made in any Base Indenture Account or any Series Account on the Series Closing Date and whether any such Base Indenture Account or Series Account shall be U.S. Dollar-denominated or Canadian Dollar-denominated; (nxii) whether the Notes of such Series may be issued as either Definitive of Notes or Bookshall have the benefit of Group-Entry Notes Specific Collateral and any limitations imposed thereon; (o) whether the Notes of such Series include Senior Notes, Senior Subordinated Notes and/or Subordinated Notes; (p) whether the Notes of such Series include Class A-1 Notes or subfacilities of Class A-1 Notes issued pursuant to a Class A-1 Note Purchase Agreement; and (qxiii) any other relevant terms of such Series of Notes that do not (subject to Section 2.3(b) and Article 12) change the terms of any Outstanding Series of Notes or otherwise materially conflict with the provisions of this Indenture and that do not prevent the satisfaction of the Rating Agency Confirmation Condition with respect to each Outstanding Series of Notes with respect to the issuance of such new Series (all such terms, the “Principal Terms” of such Series); (i) A Series Supplement may specify that the related Series of Notes (each, a “Segregated Series of Notes”) will have an interest in Group-Specific Collateral (other than the Collateral identified hereunder) that is to be solely for the benefit of the Noteholders of such Segregated Series of Notes and any other Segregated Series of Notes specified in such Series Supplement or any subsequent Series Supplements as sharing in that Group-Specific Collateral; provided, however, that no such Segregated Series of Notes will be issued unless (x) the Rating Agency Confirmation Condition with respect to each Outstanding Series of Notes is met with respect to the issuance of such Segregated Series of Notes, (y) ARG shall have delivered to the Trustee an Officer’s Certificate to the effect that the issuance of such Segregated Series of Notes will not have a material adverse effect (excluding any impact from the dilution of the interests or voting percentage of the existing Noteholders as a result of such issuance) upon the Noteholders of any Series of Notes outstanding at the time of the issuance of the Segregated Series of Notes, and (z) the related Series Supplement provides, in form satisfactory to the Trustee, for the changes and modifications to the Indenture and the other Related Documents as are described in clause (ii) below. (ii) In the event any Segregated Series of Notes is issued, the related Series Supplement will (A) provide that the Trustee will identify the Group-Specific Collateral, as well as any other collateral applicable only to that Segregated Series of Notes, (B) provide that the holders of any existing or future Series of Notes will not be entitled to the benefit of, have an interest in or receive any proceeds of such Group-Specific Collateral unless so specified in the Series Supplement for any such Series of Notes, (C) provide that the Group-Specific Collateral will secure only those Segregated Series of Notes and the Noteholders with respect to any other Series of Notes will not be entitled to the benefit of such Group-Specific Collateral, (D) provide that the relative rights and priorities with respect to the pool of Group-Specific Collateral with respect to such Segregated Series of Notes are adequately defined and provide that this Base Indenture shall constitute a subordination agreement for purposes of Section 510(a) of the Bankruptcy Code, (E) provide that the allocations and distributions to be made under the Indenture will be adjusted so that the Noteholders with respect to the Segregated Series of Notes sharing in particular Group-Specific Collateral will be entitled to allocations and distributions of proceeds arising solely from such Group-Specific Collateral, (F) provide that the Trustee will act as collateral agent under the Indenture (and in such capacity the Trustee shall (x) establish and maintain a collection account related to each pool of Group-Specific Collateral, into which collections from such Group-Specific Collateral (the “Group-Specific Collections”) will be deposited and, after such deposit, further allocated among the Segregated Series of Notes sharing in such Group-Specific Collateral, as specified in their respective Series Supplements, (y) hold its lien encumbering the pool of Group-Specific Collateral with respect to such Segregated Series of Notes for the benefit of the Noteholders of each Series of Notes sharing in such Group-Specific Collateral, as specified in the Series Supplement with respect to each such Series of Notes and (z) hold its lien encumbering any collateral applicable only to a specific Segregated Series of Notes solely for the benefit of the Noteholders of the applicable Segregated Series of Notes), (G) provide that the Noteholders of the Segregated Series of Notes sharing in common Group-Specific Collateral will be the only Noteholders entitled to direct the Trustee in writing with respect to exercising rights and remedies under the Indenture with respect to such Group-Specific Collateral, subject to the conditions and limitations set forth in the Series Supplements for such Segregated Series of Notes and this Indenture, (H) provide that separate monthly reports and other information will be furnished under the Indenture for the pools of Group-Specific Collateral securing the Segregated Series of Notes issued under such Series Supplement, which monthly reports and other information will contain substantially the same type of information as the monthly reports provided under the Indenture prior to the issuance of such Segregated Series of Notes, (I) provide that separate notes secured by separate leases (the “Group-Specific Leases”) pertaining solely to the pools of Group-Specific Collateral securing the Segregated Series of Notes issued under such Series Supplement will be issued by the Leasing Companies and such Group-Specific Leases will be executed and delivered by the Lessees (with regard to such Group-Specific Leases, the “Group-Specific Lessees”) and, if applicable, Vanguard Holdings, (J) provide that upon the issuance of a Segregated Series of Notes, ARG will take such actions as are necessary to perfect the Trustee’s interest on behalf of the Noteholders of such Segregated Series of Notes sharing in the Group-Specific Collateral securing such Segregated Series of Notes, (K) provide that amendments will be made to this Indenture and the other Related Documents or included in such Series Supplement, if necessary, to reflect the foregoing, which amendments or Series Supplements will, among other things, provide for definitions of or revisions to the following terms “Group [#] Aggregate Asset Amount”, “Group [#] Collateral”, “Group [#] Leasing Company Related Documents”, “Group [#] Collection Account”, “Group [#] ARG Obligations”, “Group [#] Related Documents”, “Group [#] Secured Parties”, “Collateral Agreements”, “Group [#] Lease” and such other terms as may be appropriate to reflect the creation of the Segregated Series of Notes and the identification of Group-Specific Collateral, which revisions will generally modify such terms to be two (or more in the event of multiple Segregated Series of Notes) separate defined terms, one such defined term pertaining to all Series of Group I Notes and the other such defined term (or terms) pertaining to the Segregated Series of Notes sharing in such Group-Specific Collateral, provided that any such amendment shall not have a material adverse effect (excluding any impact from the dilution of the interests or voting percentage of the existing Noteholders as a result of such issuance) on the Noteholders of any Series unless the Required Noteholders of such Series shall have given their prior written consent thereto (and, with respect to each Series, the Trustee may conclusively rely on an Officer’s Certificate of ARG as sufficient evidence of such lack of a material adverse effect), (L) provide that for purposes of the Segregated Series of Notes, terms that are defined both in the related Series Supplement and the Definitions List shall, for purposes of such Series Supplement and the Base Indenture as it relates to such Segregated Series of Notes, have only the meanings assigned to them in such Series Supplement, (M) provide that references herein to “all” or “each” Series of Notes or words of similar import (other than as specifically stated herein) shall be modified to refer to all or each Series of Notes other than any Segregated Series of Notes which may hereafter be issued and (N) incorporate provisions with respect to such Segregated Series of Notes (iii) which are substantially similar to those contained in Sections 3.2, 3.3, 3.4, 13.16 and 13.17 and Articles 4, 5, 6, 7, 8, 9, and 10.