NATIONAL CAR RENTAL FINANCING LIMITED PARTNERSHIP, as Issuer, and THE BANK OF NEW YORK, as Trustee BASE INDENTURE

1
Exhibit 4.1

EXECUTION COPY

NATIONAL CAR RENTAL FINANCING
LIMITED PARTNERSHIP,
as Issuer,

and

THE BANK OF NEW YORK,
as Trustee

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BASE INDENTURE

Dated as of April 30, 1996

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Rental Car Asset Backed Notes
(Issuable in Series)
2

TABLE OF CONTENTS

Section Page
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ARTICLE 1.

DEFINITIONS AND INCORPORATION BY REFERENCE

1.1. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.2. Cross References . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.3. Accounting and Financial Determinations;
No Duplication . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.4. Rules of Construction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

ARTICLE 2.

THE NOTES

2.1. Designation and Terms of Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
2.2. Notes Issuable in Series . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
2.3. Supplement For Each Series . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
2.4. Execution and Authentication . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
2.5. Form of Notes; Book Entry Provisions; Title . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
2.6. Registrar and Paying Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
2.7. Paying Agent to Hold Money in Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
2.8. Noteholder Lists . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
2.9. Transfer and Exchange . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
2.10. Legending of Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
2.11. Replacement Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
2.12. Treasury Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
2.13. Temporary Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
2.14. Cancellation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
2.15. Principal and Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
2.16. Book-Entry Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
2.17. Notices to Clearing Agency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
2.18. Definitive Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
2.19. Tax Treatment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
2.20. Certain Purchaser Representations and
Certifications . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30

ARTICLE 3.

SECURITY

3.1. Grant of Security Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
3.2. Certain Rights and Obligations of NFLP Unaffected . . . . . . . . . . . . . . . . . . . . . . . . . 33
3.3. Performance of Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
3.4. Release of Lien on Vehicles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
3.5. Stamp, Other Similar Taxes and Filing Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35

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ARTICLE 4.

REPORTS

4.1. Agreement of Servicer to Provide Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36

ARTICLE 5.

ALLOCATION AND APPLICATION OF COLLECTIONS

5.1. Collection Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
5.2. Collections and Allocations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
5.3. Determination of Monthly Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
5.4. Determination of Monthly Principal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
5.5. Paired Series . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41

ARTICLE 6.

DISTRIBUTIONS AND REPORTS TO NOTEHOLDERS

6.1. Distributions in General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
6.2. Distributions to Retained Distribution Account . . . . . . . . . . . . . . . . . . . . . . . . . . 43
6.3. Optional Repurchase of Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
6.4. Monthly Noteholders' Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44

ARTICLE 7.

REPRESENTATIONS AND WARRANTIES

7.1. Legal Existence and Power . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
7.2. Authorization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
7.3. Binding Effect . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
7,4. Financial Information; Financial Condition . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
7.5. Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
7.6. No ERISA Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
7.7. Tax Filings and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
7.8. Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
7.9. Investment Company Act; Securities Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
7.10. Regulations G, T, U and X . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
7.11. No Consent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
7.12. Solvency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
7,13. Ownership; Subsidiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
7.14. Security Interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
7.15. Binding Effect of Lease . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
7.16. Non-Existence of Other Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
7.17. Manufacturer Programs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50

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7.18. Other Representations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50

ARTICLE 8.

COVENANTS

8.1. Payment of Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
8.2. Maintenance of Office or Agency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
8.3. Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
8,4. Payment of Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
8.5. Reserved . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
8,6. Conduct of Business and Maintenance of Existence . . . . . . . . . . . . . . . . . . . . . . . . . 53
8.7. Compliance with Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
8.8. Inspection of Property, Books and Records . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
8.9. Compliance with Related Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
8.10. Notice of Defaults . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
8.11. Notice of Material Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
8.12. Further Requests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
8.13. Further Assurances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
8,14. Manufacturer Programs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
8.15. Liens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
8.16. Other Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
8.17. Mergers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
8.18. Sales of Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
8.19. Acquisition of Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
8.20. Dividends, Officers' Compensation, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
8.21. Name; Principal Office . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
8.22. Organizational Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
8.23. Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
8.24. No Other Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
8.25. Other Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
8.26. Maintenance of Separate Existence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
8,27. Rule 144A Information Requirement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
8,28. Use of Proceeds of Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
8.29. Vehicles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
8.30. Amendments to Exchange Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
8.31. Demand Note . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62

ARTICLE 9.

AMORTIZATION EVENTS AND REMEDIES

9.1. Amortization Events . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
9.2. Rights of the Trustee upon Amortization Event or
Certain Other Events of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
9.3. Special Provisions Concerning Remedies Upon
Liquidation Event of Default in Conjunction with

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a Manufacturer Event of Default or Inability to
Turn Back under Manufacturer Program . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68
9.4. Other Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70
9.5. Waiver of Past Events . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70
9.6. Control by Requisite Investors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71
9.7. Limitation on Suits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71
9.8. Unconditional Rights of Holders to Receive Payment . . . . . . . . . . . . . . . . . . . . . . . . 72
9.9. Collection Suit by the Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72
9.10. The Trustee May File Proofs of Claim . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72
9.11. Priorities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73
9.12. Undertaking for Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73
9.13. Rights and Remedies Cumulative . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73
9,14. Delay or Omission Not Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73
9.15. Reassignment of Surplus . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74

ARTICLE 10.

THE TRUSTEE

10.1. Duties of the Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74
10.2. Rights of the Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76
10.3. Individual Rights of the Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77
10.4. Notice of Amortization Events and Potential
Amortization Events . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77
10.5. Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77
10.6. Replacement of the Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78
10.7. Successor Trustee by Merger, etc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79
10.8. Eligibility Disqualification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 80
10.9. Appointment of Co-Trustee or Separate Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . 80
10.10. Representations and Warranties of Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 82

ARTICLE 11.

DISCHARGE OF INDENTURE

11.1. Termination of NFLP's Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 82
11.2. Application of Trust Money . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84
11.3. Repayment to NFLP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84

ARTICLE 12.

AMENDMENTS

12.1. Without Consent of the Noteholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 85
12.2. With Consent of the Noteholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 86
12.3. Supplements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 88
12.4. Revocation and Effect of Consents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 88

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12.5. Notation on or Exchange of Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 88
12.6. The Trustee to Sign Amendments, etc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 88

ARTICLE 13.

MISCELLANEOUS

13.1. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 89
13.2. Communication by Noteholders With Other Noteholders . . . . . . . . . . . . . . . . . . . . . . . . 90
13.3. Certificate as to Conditions Precedent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 90
13.4. Statements Required in Certificate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 91
13.5. Rules by the Trustee and the Paying Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 91
13.6. No Recourse Against Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 91
13.7. Duplicate Originals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 91
13.8. Benefits of Indenture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 92
13.9. Payment on Business Day . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 92
13.10. Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 92
13.11. No Adverse Interpretation of Other Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . 92
13.12. Successors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 92
13.13. Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 92
13.14. Counterpart Originals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 93
13.15. Table of Contents, Headings, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 93
13.16. Termination; Collateral . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 93
13.17. No Bankruptcy Petition Against NFLP or the General
Partner . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 93
13.18. No Recourse . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 94

EXHIBITS AND SCHEDULES

SCHEDULE 1 DEFINITIONS LIST (Section 1.1)

EXHIBIT A-1 FORM OF TRANSFER CERTIFICATE (Section 2.8)

EXHIBIT A-2 RESERVED

EXHIBIT A-3 FORM OF TRANSFER CERTIFICATE FOR EXCHANGE OR TRANSFER FROM RESTRICTED GLOBAL NOTE TO TEMPORARY GLOBAL
NOTE (Section 2.9)

EXHIBIT A-4 FORM OF TRANSFER CERTIFICATE FOR EXCHANGE OR TRANSFER FROM RESTRICTED GLOBAL NOTE TO PERMANENT GLOBAL NOTE
(Section 2.9)

EXHIBIT A-5 FORM OF TRANSFER CERTIFICATE FOR TRANSFER OR EXCHANGE FROM TEMPORARY GLOBAL NOTE TO RESTRICTED GLOBAL
NOTE (Section 2.9)

EXHIBIT B FORM OF CLEARING SYSTEM CERTIFICATE

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EXHIBIT C FORM OF CERTIFICATE OF BENEFICIAL OWNERSHIP

EXHIBIT D FORM OF REPRESENTATION LETTERS

EXHIBIT E FORM OF MONTHLY TRUSTEE'S XXXXXXXXXXX

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XXXX XXXXXXXXX, dated as of April 30, 1996, between NATIONAL CAR RENTAL
FINANCING LIMITED PARTNERSHIP, a special purpose Delaware limited partnership,
as issuer ("NFLP"), and THE BANK OF NEW YORK, a New York banking corporation,
as trustee (in such capacity, the "Trustee").

W I T N E S S E T H:

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

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

NOW, THEREFORE, for and in consideration of the premises and the receipt
of the Notes by the Noteholders, it is mutually covenanted and agreed, for the
equal and proportionate benefit of all Noteholders, as follows:

ARTICLE 1.

DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.1. Definitions.

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

Section 1.2. Cross-References.

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

Section 1.3. Accounting and Financial Determinations; No Duplication.

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

Section 1.4. Rules of Construction.

In this Indenture, unless the context otherwise requires:

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

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

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

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

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

(vi) with respect to the determination of any period of time,
"from" means "from and including" and "to" means "to but excluding".

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ARTICLE 2.

THE NOTES

Section 2.1. Designation and Terms of Notes.

Each Series of Notes shall be substantially in the form specified
in the applicable Supplement and shall bear, upon its face, the designation for
such Series to which it belongs so selected by NFLP. Except as specified in
any Supplement for a related Series, all Notes of any Series shall be equally
and ratably entitled as provided herein to the benefits hereof without
preference, priority or distinction on account of the actual time or times of
authentication and delivery, all in accordance with the terms and provisions of
this Indenture and the applicable Supplement. The aggregate principal amount
of Notes which may be authenticated and delivered under this Indenture is
unlimited. The Notes shall be in denominations of $250,000 and integral
multiples of $1,000 in excess thereof.

Section 2.2. Notes Issuable in Series.

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

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

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

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(d) written confirmation that the Rating Agency Condition
shall have been satisfied with respect to such issuance;

(e) an Officer's Certificate of NFLP dated as of the
applicable Closing Date to the effect that (i) no Amortization Event, Asset
Amount Deficiency, Enhancement Agreement Event of Default, if applicable,
Lease Event of Default, Manufacturer Event of Default, Potential
Amortization Event, Potential Enhancement Agreement Event of Default,
Potential Lease Event of Default, or Potential Manufacturer Event of
Default is continuing or will occur as a result of the issuance of the new
Series of Notes, (ii) the aggregate Market Value of all Non-Program
Vehicles on such date (including all Non-Program Vehicles to be acquired,
financed or refinanced on the Closing Date for such Series) equals or
exceeds the aggregate Net Book Value of such Non-Program Vehicles as of
such date, (iii) the issuance of the new Series of Notes will not result
in any breach of any of the terms, conditions or provisions of or
constitute a default under any indenture, mortgage, deed of trust or other
agreement or instrument to which NFLP is a party or by which it or its
property is bound or any order of any court or administrative agency
entered in any suit, action or other judicial or administrative proceeding
to which NFLP is a party or by which it or its property may be bound or to
which it or its property may be subject, (iv) all conditions precedent
provided in this Base Indenture and the related Supplement with respect to
the authentication and delivery of the new Series of Notes have been
complied with and (v) if such new Series of Notes is a Segregated Series,
the criteria used to select the Series-Specific Collateral will not have a
material adverse effect on the quality of the Collateral securing any
other outstanding Series of Notes;

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

(i) (x) the new Series of Notes will be treated as
indebtedness of NFLP for Federal and Minnesota state income tax
purposes and (y) the issuance of such Series will not adversely
affect the Federal or Minnesota

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state income tax characterization of the Outstanding Notes of any
Series;

(ii) all instruments furnished to the Trustee conform
in all material respects to the requirements of this Base
Indenture and the related Supplement and constitute all the
documents required to be delivered hereunder and thereunder for
the Trustee to authenticate and deliver the new Series of Notes,
and all conditions precedent provided for in this Base Indenture
and the related Supplement with respect to the authentication and
delivery of the new Series of Notes have been complied with in
all material respects;

(iii) (x) NFLP is a limited partnership duly organized
under the laws of the jurisdiction of its organization and has
the partnership power and authority to execute and deliver the
related Supplement (and, in the case of the first Series to be
authenticated hereunder, this Base Indenture and each other
Related Document to which it is a party) and to issue the new
Series of Notes, (y) the General Partner is duly incorporated
under the jurisdiction of its incorporation and has the corporate
power and authority to execute and deliver the related Supplement
(and, in the case of the first Series to be authenticated
hereunder, this Base Indenture and each other Related Document to
which it is a party) and to issue the new Series of Notes and (z)
National, in its capacity as Lessee and as Servicer is duly
incorporated in the jurisdiction of its incorporation and, as of
the date of this Indenture, has the corporate power and authority
to execute and deliver each of the Related Documents to which it
is a party;

(iv) the related Supplement, this Base Indenture and
each of the other Related Documents to which NFLP, the General
Partner, the Lessee or the Servicer is a party have been duly
authorized, executed and delivered by NFLP, the General Partner,
the Lessee or the Servicer, as the case may be;

(v) the new Series of Notes has been duly authorized
and executed and, when

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authenticated and delivered in accordance with the provisions of
this Base Indenture and the related Supplement, will constitute a
valid, binding and enforceable obligation of NFLP entitled to the
benefits of this Base Indenture and the related Supplement,
subject, in the case of enforcement, to bankruptcy, insolvency,
reorganization, moratorium and other similar laws affecting
creditor's rights generally and to general principles of equity;

(vi) this Base Indenture, the related Supplement and
each of the other Related Documents to which NFLP, the General
Partner, the Lessee or the Servicer is a party are legal, valid
and binding agreements of NFLP, the General Partner, the Lessee
or the Servicer, as the case may be, enforceable in accordance
with their respective terms, subject to bankruptcy, insolvency,
reorganization, moratorium and other similar laws affecting
creditors' rights generally and to general principles of equity;

(vii) NFLP is not, and is not controlled by, an
"investment company" within the meaning of, and is not required
to register as an "investment company" under, the Investment
Company Act of 1940, and this Base Indenture and the related
Supplement are not required to be registered under the Trust
Indenture Act;

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

(ix) as to the new Series of Notes and any
Outstanding Series of Notes, the opinions of counsel relating to
(A) the validity, perfection and priority of security interests,
(B) the nature of the lease of Acquired Vehicles pursuant to the
Lease as a true operating lease and not as a financing, (C) the
analysis of substantive consolidation of the assets of NFLP or
the General Partner with the assets of the Lessee in the event of
the insolvency of the Lessee, (D) the status of NFLP as not being
an investment company or controlled by an investment company
under the

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Investment Company Act, as furnished by counsel retained by NFLP
in connection with the issuance of the initial Series of Notes,
are reaffirmed in all respects.

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

Upon satisfaction of such conditions, the Trustee shall authenticate and
deliver, as provided above, such Series of Notes.

Section 2.3. Supplement For Each Series.

(a) In conjunction with the issuance of a new Series, the
parties hereto shall execute a Supplement, which shall specify the
relevant terms with respect to such new Series of Notes, which shall
include, as applicable: (i) its name or designation, (ii) the aggregate
principal amount of Notes of such Series, (iii) the Note Rate (or the
method for calculating such Note Rate) with respect to such Series, (iv)
the interest payment date or dates and the date or dates from which
interest shall accrue, (v) the method of allocating Collections with
respect to such Series and the method by which the principal amount of
Notes of such Series shall amortize or accrete, (vi) the names of any
accounts to be used by such Series and the terms governing the operation
of any such account, (vii) the Servicing Fee Percentage, (viii) the terms
of any Enhancement, (ix) the Enhancement Provider, if any, (x) whether the
Notes may be issued in bearer form and any limitations imposed thereon,
(xi) the Series Termination Date, (xii) whether the Notes will be issued
in multiple classes and, if so, the method of allocating Collections among
such classes, (xiii) whether such Series of Notes shall have the benefit
of Series-Specific Collateral and (xiv) 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 Condition with respect to
the issuance of such new Series (all such terms, the "Principal Terms" of
such Series);

(b) (i) A 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 (such Collateral being referred to as "Series-Specific Collateral");
provided, however, that no such Segregated

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Series of Notes will be issued unless (x) the Rating Agency Condition is
met, (y) NFLP 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 issuance of the Segregated Series of
Notes, and (z) the applicable 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 Supplement will provide that (A) the
Servicer, the Master Collateral Agent and the Trustee will
identify the 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 and (y) the Noteholders with respect to
any other Series of Notes will not be entitled to the benefit of
such Series-Specific Collateral, (B) the Trustee will adjust the
allocations and distributions to be made under the Indenture at
the direction of the Servicer so that the Noteholders with
respect to the Segregated Series of Notes will be entitled to all
allocations and distributions arising 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 Trustee will act
as collateral agent under the Indenture (and in such capacity the
Trustee, together with the Master Collateral Agent, shall (x)
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 (y)
hold its lien encumbering the non-Series-Specific Collateral for
the benefit of the non-Segregated Series of Notes and hold its
lien encumbering the Series-Specific Collateral for the benefit
of the Segregated Series of Notes), (D) the Servicer and the
Master Collateral Agent each will designate on its computer
system the source of the funds for the financing of each Vehicle
(as between one or more Segregated Series of Notes and the
non-Segregated Series of Notes, the "Financing Provider" with
respect to such Series of Notes), (E) the

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Noteholders of any Segregated Series of Notes will, subject to
the limitations contained in this Base Indenture and the
applicable Supplement, be entitled to cause the Trustee and the
Master Collateral Agent to exercise the remedies under the
Indenture and the Master Collateral Agency Agreement, as
applicable, each solely on behalf of such Segregated Series of
Notes, (F) separate monthly reports and other information will
be furnished under the Indenture by the Trustee for the
Series-Specific Collateral, which monthly reports and other
information will contain substantially the same type of
information as the monthly reports provided under the Indenture
prior to the issuance of such Segregated Series of Notes, (G) a
separate segregated Master Motor Vehicle Lease and Servicing
Agreement pertaining, as applicable, solely or in part to the
Series-Specific Collateral will be executed and delivered by
NFLP, as lessor, and National, as lessee, (H) to the extent
specified in the Supplement for such Segregated Series of Notes,
NFLP and the Servicer will take such actions as are necessary to
perfect (1) the Master Collateral Agent's interest in the portion
of the Series-Specific Collateral that would constitute Master
Collateral and to designate NFLP as the "Financing Source" and
the Trustee, on behalf of the Noteholders of such Series, as the
"Beneficiary" under the Master Collateral Agency Agreement with
respect to the Series-Specific Collateral and (2) the Trustee's
interest on behalf of the Noteholders of such Series in the
Series-Specific Collateral, (1) amendments will be made to this
Indenture and the other Related Documents, if necessary, to
reflect the foregoing, which amendments will, among other things,
provide for revisions to the terms "Aggregate Asset Amount",
"Required Asset Amount", "Collateral", "Collection Account",
"NFLP Agreements", "Lease", "Related Documents", "Aggregate
Invested Amount" and "Requisite Investors" and such other terms
as may be appropriate to reflect the creation of the Segregated
Series, provided that any such amendment shall not have a
material adverse effect on the Noteholders or Note Owners 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 rely on an Officer's Certificate of
the Servicer as sufficient evidence of such lack of a material
adverse effect) and (J) references herein to "all" Series of
Notes (other than as specifically stated herein) shall be
modified to refer to all Series of Notes other than any
Segregated Series of Notes which may hereafter be issued.

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Section 2.4. Execution and Authentication.

(a) An Authorized Officer shall sign the Notes for NFLP by
manual or facsimile signature. If an Authorized Officer whose signature
is on a Note no longer holds that office at the time the Note is
authenticated, the Note shall nevertheless be valid.

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

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

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

THE BANK OF NEW YORK,
as Trustee

By:
-----------------------------------
Authorized Signatory

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

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18

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

Section 2.5. Form of Notes; Book Entry Provisions; Title.

(a) Restricted Global Note. Any Series of Notes, or any
class of such Series to be issued in the United States will be in
registered form and sold initially to institutional accredited investors
within the meaning of Regulation D under the Securities Act in reliance on
an exemption from the registration requirements of the Securities Act and
thereafter to qualified institutional buyers within the meaning of, and in
reliance on, Rule 144A under the Securities Act ("Rule 144A") as provided
in the applicable Supplement and shall be issued in the form of and
represented by one or more permanent global Notes in fully registered form
without interest coupons (each, a "Restricted Global Note"), substantially
in the form set forth in the applicable Supplement, with such legends as
may be applicable thereto, which shall be deposited on behalf of the
subscribers for the Notes represented thereby with a custodian for DTC,
and registered in the name of DTC or a nominee of DTC, duly executed by
NFLP and authenticated by the Trustee as provided in Section 2.4 for
credit to the accounts of the subscribers at DTC. The aggregate initial
principal amount of a Restricted Global Note may from time to time be
increased or decreased by adjustments made on the records of the custodian
for DTC, DTC or its nominee, as the case may be, as hereinafter provided.

(b) Temporary Global Note; Permanent Global Note. Any Series
of Notes, or any class of such Series, offered and sold outside of the
United States will be offered and sold in reliance on Regulation S
("Regulation S") under the Securities Act and shall initially be issued in
the form of one or more temporary global Notes (each, a "Temporary
Global Note") in fully registered form without interest coupons
substantially in the form set forth in the applicable Supplement with such
legends as may be applicable thereto, registered in the name of DTC or a
nominee of DTC, duly executed by NFLP and authenticated by the Trustee as

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provided in Section 2.4, for credit to the subscribers' accounts at Xxxxxx
Guaranty Trust Company of New York, Brussels Office, as operator of
Euroclear or Cedel. Interests in a Temporary Global Note will be
exchangeable, in whole or in part, for interests in a permanent global
note (a "Permanent Global Note") in fully registered form without interest
coupons, representing Notes of the same Series, substantially in the form
set forth in the applicable Supplement, in accordance with the
provisions of the Temporary Global Note and this Indenture. Until the
Exchange Date, interests in a Temporary Global Note may only be held by
the agent members of Euroclear and Cedel. The aggregate initial principal
amount of the Temporary Global Note and the Permanent Global Note may from
time to time be increased or decreased by adjustments made on the records
of the custodian for DTC, DTC or its nominee, as the case may be, as
hereinafter provided.

Section 2.6. Registrar and Paying Agent.

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

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

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Section 2.7. Paying Agent to Hold Money in Trust.

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

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

(ii) give the Trustee notice of any default by NFLP
(or any other obligor under the Notes) of which it has actual
knowledge in the making of any payment required to be made with
respect to the Notes;

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

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

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

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

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(c) Subject to applicable laws with respect to escheat of
funds, any money held by the Trustee or any Paying Agent or a Clearing
Agency in trust for the payment of any amount due with respect to any Note
and remaining unclaimed for two years after such amount has become due and
payable shall be discharged from such trust and be paid to NFLP on Company
Request; and the Holder of such Note shall thereafter, as an unsecured
general creditor, look only to NFLP for payment thereof (but only to the
extent of the amounts so paid to NFLP), and all liability of the Trustee
or such Paying Agent with respect to such trust money shall thereupon
cease; provided, however, that the Trustee or such Paying Agent, before
being required to make any such repayment, may at the expense of NFLP
cause to be published once, in a newspaper published in the English
language, customarily published on each Business Day and of general
circulation in New York City and, if the related Series of Notes has
been listed on the Luxembourg Stock Exchange, and if the Luxembourg Stock
Exchange so requires, in a newspaper customarily published on each
Luxembourg business day and of general circulation in Luxembourg City,
Luxembourg, notice that such money remains unclaimed and that, after a
date specified therein, which shall not be less than 30 days from the date
of such publication, any unclaimed balance of such money then remaining
will be repaid to NFLP. The Trustee may also adopt and employ, at the
expense of NFLP, any other reasonable means of notification of such
repayment.

Section 2.8. Noteholder Lists.

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

Section 2.9. Transfer and Exchange.

(a) No Note may be resold, pledged or transferred (including,
without limitation, by pledge or hypothecation) unless such sale or
transfer is (1) to NFLP (upon redemption thereof or otherwise), (2) to any
person the transferor reasonably believes is a qualified institutional
buyer (as defined in Rule 144A) in a transaction meeting the requirements
of Rule 144A, (3) outside the United States to a person who is not a U.S.
Person (as such term is defined in Regulation S) in a transaction meeting
the requirements

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of Regulation S, (4) in a transaction complying with or exempt from the
registration requirements of the Securities Act. Subject to provisions of
clauses (i) through (vii) of this Section 2.9(a), when a request to
register a transfer or exchange of global Notes is presented to the
Registrar or co-registrar or, in the case of Definitive Notes, when
Definitive Notes of any particular Series are presented to the Registrar
or a co-registrar with a request to register a transfer or to exchange
them for an equal principal amount of Notes of other authorized
denominations of the same Series, the Registrar shall register the
transfer or make the exchange if its requirements for such transaction are
met; provided, however, that the Notes surrendered for transfer or
exchange (a) shall be duly endorsed or accompanied by a written instrument
of transfer in form satisfactory to NFLP and the Registrar duly executed
by the holder thereof or its attorney, duly authorized in writing and (b)
shall be transferred or exchanged in compliance with the following
provisions:

(i) Transfer of Restricted Global Notes.

(A) if such Note is being acquired for the account of such
Holder, without transfer, a certification from such Holder to that effect
(in substantially the form of Exhibit A-1 hereto); or

(B) if such Note is being transferred to a qualified
institutional buyer (as defined in Rule 144A) in accordance with Rule 144A
or pursuant to an exemption from registration in accordance with
Regulation S, a certification to that effect (in substantially the form of
Exhibit A-1 hereto); or

(C) if such Note is being transferred in reliance on another
exemption from the registration requirements of the Securities Act, a
certification to that effect (in substantially the form of Exhibit A-1
hereto) and an opinion of counsel in form and substance acceptable to NFLP
and to the Registrar to the effect that such transfer is in compliance
with the Securities Act.

(ii) Temporary Global Note to Permanent Global Note.
Interests in a Temporary Global Note as to which the Trustee has
received from Euroclear or Cedel, as the case may be, a
certificate substantially in the form of Exhibit B to the effect
that Euroclear or Cedel, as applicable, has received a
certificate substantially in the form of Exhibit C from the
holder of a beneficial interest in such Note, will be exchanged,
on and after the 40th day after the

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completion of the distribution of the relevant Series (the
"Exchange Date"), for interests in a Permanent Global Note. To
effect such exchange NFLP shall execute and the Trustee shall
authenticate and deliver to DTC, or its nominee, for credit to
the respective accounts of the holders of Notes, a duly executed
and authenticated Permanent Global Note, representing the
principal amount of interests in the Temporary Global Note
initially exchanged for interests in the Permanent Global Note.
The delivery to the Trustee by Euroclear or Cedel of the
certificate or certificates referred to above maybe relied upon
by NFLP and the Trustee as conclusive evidence that the
certificate or certificates referred to therein has or have been
delivered to Euroclear or Cedel pursuant to the terms of this
Indenture and the Temporary Global Note. Upon any exchange of
interests in a Temporary Global Note for interests in a Permanent
Global Note, the Trustee shall endorse the Temporary Global Note
to reflect the reduction in the principal amount represented
thereby by the amount so exchanged and shall endorse the
Permanent Global Note to reflect the corresponding increase in
the amount represented thereby. The Temporary Global Note or the
Permanent Global Note shall also be endorsed upon any
cancellation of principal amounts upon surrender of Notes
purchased by NFLP or any of its respective subsidiaries or
affiliates or upon any repayment of the principal amount
represented thereby or any payment of interest in respect of such
Notes.

(iii) Restricted Global Note to Temporary Global Note
Prior to the Exchange Date. If, prior to the Exchange Date, a
holder of a beneficial interest in a Restricted Global Note
registered in the name of DTC or its nominee wishes at any time
to exchange its interest in such Restricted Global Note for an
interest in a Temporary Global Note or to transfer its interest
in such Restricted Global Note to a Person who wishes to take
delivery thereof in the form of an interest in a Temporary Global
Note, such holder may, subject to the rules and procedures of
DTC, exchange or cause the exchange or transfer of such interest
for an equivalent beneficial interest in the Temporary Global
Note. Upon receipt by the Registrar of (1) instructions given in
accordance with DTC's procedures from an agent member directing
the Trustee as Registrar to credit or cause to be credited a
beneficial interest in the Temporary Global Note in an amount
equal to the beneficial interest in the Restricted Global Note to
be exchanged or transferred, (2) a written order given in
accordance

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24

with DTC's procedures containing information regarding the
Euroclear or Cedel account to be credited with such increase and
the name of such account, and (3) a certificate in the form of
Exhibit A-3 attached hereto given by the holder of such
beneficial interest stating that the exchange or transfer of such
interest has been made in compliance with the transfer
restrictions applicable to the Notes and pursuant to and in
accordance with Regulation S, the Registrar shall instruct DTC to
reduce the Restricted Global Note by the aggregate principal
amount of the beneficial interest in the Restricted Global Note
to be so exchanged or transferred and the Registrar, shall
instruct DTC, concurrently with such reduction, to increase the
principal amount of the Temporary Global Note by the aggregate
principal amount of the beneficial interest in the Restricted
Global Note to be so exchanged or transferred, and to credit or
cause to be credited to the account of the person specified in
such instructions (who shall be the agent member of Euroclear or
Cedel, or both, as the case may be) a beneficial interest in the
Temporary Global Note equal to the reduction in the principal
amount of the Restricted Global Note.

(iv) Restricted Global Note to Permanent Global Note
After the Exchange Date. If, after the Exchange Date, a holder of
a beneficial interest in the Restricted Global Note registered in
the name of DTC or its nominee wishes at any time to transfer its
interest in such Restricted Global Note to a Person who wishes to
take delivery thereof in the form of an interest in a Permanent
Global Note, such holder may, subject to the rules and procedures
of DTC, exchange or cause the exchange or transfer of such
interest for an equivalent beneficial interest in such Permanent
Global Note. Upon receipt by the Registrar of (1) instructions
given in accordance with DTC's procedures from an agent member
directing the Trustee to credit or cause to be credited a
beneficial interest in the applicable Permanent Global Note in an
amount equal to the beneficial interest in the applicable
Restricted Global Note to be exchanged or transferred, (2) a
written order given in accordance with DTC's procedures
containing information regarding the participant account with DTC
and, in the case of a transfer pursuant to and in accordance with
Regulation S, the Euroclear or Cedel account to be credited with
such increase and (3) a certificate in the form of Exhibit A-4
attached hereto given by the holder of such beneficial interest
stating that the exchange or

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25

transfer of such interest has been made in compliance with the
transfer restrictions applicable to the Notes (A) and pursuant to
and in accordance with Regulation S or (B) and that the Note
being exchanged or transferred is not a "restricted security" as
defined in Rule 144, the Trustee shall instruct DTC to reduce
such Restricted Global Note by the aggregate principal amount of
the beneficial interest in such Restricted Global Note to be so
exchanged or transferred and the Registrar shall instruct DTC,
concurrently with such reduction, to increase the principal
amount of the applicable Permanent Global Note by the aggregate
principal amount of the beneficial interest in such Restricted
Global Note to be so exchanged or transferred, and to credit or
cause to be credited to the account of the person specified in
such instructions a beneficial interest in the applicable
Permanent Global Note equal to the reduction in the principal
amount of such Restricted Global Note.

(v) Temporary Global Note to Restricted Global Note.
If a holder of a beneficial interest in a Temporary Global Note
registered in the name of DTC or its nominee wishes at any time
to exchange its interest in such Temporary Global Note for an
interest in a Restricted Global Note, or to transfer its interest
in such Temporary Global Note to a Person who wishes to
take delivery thereof in the form of an interest in a Restricted
Global Note, such holder may, subject to the rules and procedures
of Euroclear or Cedel and DTC, as the case may be, exchange or
cause the exchange or transfer of such interest for an equivalent
beneficial interest in a Restricted Global Note. Upon receipt by
the Registrar of (1) instructions from Euroclear or Cedel or DTC,
as the case may be, directing the Registrar to credit or cause to
be credited a beneficial interest in a Restricted Global Note
equal to the beneficial interest in a Temporary Global Note to be
exchanged or transferred, such instructions to contain
information regarding the agent member's account with DTC to be
credited with such increase, and, with respect to an exchange or
transfer of an interest in a Temporary Global Note after the
Exchange Date, information regarding the agent member's account
with DTC to be debited with such decrease, and (2) with respect
to an exchange or transfer of an interest in a Temporary Global
Note for an interest in a Restricted Global Note prior to the
Exchange Date, a certificate in the form of Exhibit A-5 attached
hereto given by the holder of such beneficial interest and
stating that the Person transferring such interest in such
Temporary

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Global Note reasonably believes that the Person acquiring such
interest in the applicable Restricted Global Note is a Qualified
Institutional Buyer (as defined in Rule 144A) and is obtaining
such beneficial interest in a transaction meeting the
requirements of Rule 144A, Euroclear or Cedel or the Registrar,
as the case may be, shall instruct DTC to reduce such Temporary
Global Note by the aggregate principal amount of the beneficial
interest in such Temporary Global Note to be exchanged or
transferred, and the Registrar shall instruct DTC, concurrently
with such reduction, to increase the principal amount of such
Restricted Global Note by the aggregate principal amount of the
beneficial interest in such Temporary Global Note to be so
exchanged or transferred, and to credit or cause to be credited
to the account of the Person specified in such instructions a
beneficial interest in such Restricted Global Note equal to the
reduction in the principal amount of such Temporary Global Note.

(vi) Permanent Global Note to Restricted Global Note.
Interests in a Permanent Global Note may not be transferred for
interests in a Restricted Global Note.

(vii) Other Transfers or Exchanges, In the event that
a Global Note is exchanged for Notes in definitive registered
form without interest coupons, pursuant to Section 2.18 hereof,
such Notes may be exchanged or transferred for one another only
in accordance with such procedures as are substantially
consistent with the provisions of clauses (i) through (vi) above
(including the certification requirements intended to insure that
such exchanges or transfers comply with Rule 144A or Regulation
S, as the case may be) and as may be from time to time adopted by
NFLP and the Trustee.

(b) The Registrar shall not register the exchange of
interests in a Global Note for a Definitive Note or the transfer of or
exchange of a Note during the period beginning on any Record Date and
ending on the next following Distribution Date.

(c) NFLP or the Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge that may be
imposed in connection with any exchange or registration of transfer of
Notes. No service charge shall be made for any such transaction.

(d) If the Notes are listed on the Luxembourg Stock Exchange,
the Trustee or the Luxembourg Agent, as the case

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may be, shall send to NFLP upon any transfer or exchange of any Note
information reflected in the copy of the register for the Notes maintained
by the Registrar or the Luxembourg Agent, as the case may be.

(e) To permit registrations of transfers and exchanges, NFLP
shall execute and the Trustee shall authenticate Notes, subject to such
rules as the Trustee may reasonably require. No service charge to the
Noteholder shall be made for any registration of transfer or exchange
(except as otherwise expressly permitted herein), but the Registrar may
require payment of a sum sufficient to cover any transfer tax or similar
government charge payable in connection therewith (other than any such
transfer tax or similar governmental charge payable upon exchanges
pursuant to Section 2.13 hereof in which event the Registrar will be
responsible for the payment of any such taxes.)

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

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

(h) Notwithstanding any other provision of this Section 2.9,
the typewritten Note or Notes representing Book-Entry Notes for any Series
may be transferred, in whole but not in part, only to another nominee of
the Clearing Agency for such Series, or to a successor Clearing Agency for
such Series selected or approved by NFLP or to a nominee of such successor
Clearing Agency, only if in accordance with this Section 2.9 and Section
2.18.

(i) By its acceptance of a Note, each Noteholder and Note
Owner shall be deemed to have represented and warranted that its purchase
and holding of the Note will not, throughout the term of its holding an
interest therein, constitute a non-exempt "prohibited transaction" under
Section 406(a) of ERISA or Section 4975 of the Code.

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Section 2.10. Legending of Notes.

Unless otherwise provided for in a Supplement and except as
permitted by the following sentence, in addition to any legend required by
Section 2.16, each Note shall bear a legend in substantially the following
form:

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES OR "BLUE SKY"
LAWS, THE HOLDER HEREOF, BY PURCHASING THIS CLASS A-1 NOTE, AGREES FOR THE
BENEFIT OF NATIONAL CAR RENTAL FINANCING LIMITED PARTNERSHIP (THE "ISSUER")
THAT THIS CLASS A-1 NOTE IS BEING ACQUIRED FOR ITS OWN ACCOUNT AND NOT WITH A
VIEW TO DISTRIBUTION AND MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY
(1) TO THE ISSUER (UPON REDEMPTION THEREOF OR OTHERWISE), (2) TO A PERSON WHO
THE "TRANSFEROR REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS
DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (3) OUTSIDE THE UNITED STATES TO A NON U.S. PERSON
(AS DEFINED IN REGULATION S OF THE SECURITIES ACT) IN A TRANSACTION IN
COMPLIANCE WITH REGULATION S OF THE SECURITIES ACT, OR (4) IN A TRANSACTION
COMPLYING WITH OR EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT. THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY
PURCHASER FROM IT OF THE RESALE RESTRICTIONS SET FORTH ABOVE.

Upon any transfer, exchange or replacement of Notes bearing such legend, or if
a request is made to remove such legend on a Note, the Notes so issued shall
bear such legend, or such legend shall not be removed, as the case may be,
unless there is delivered to NFLP and the Trustee or the Luxembourg Agent, if
the Notes are listed on the Luxembourg Exchange, such satisfactory evidence,
which may include an opinion of counsel, as may be reasonably required by NFLP
that neither such legend nor the restrictions on transfer set forth therein are
required to ensure that transfers thereof comply with the provisions of Rule
144A, Rule 144 or Regulation S. Upon provision of such satisfactory evidence,
the Trustee, at the direction of NFLP, shall authenticate and deliver a Note
that does not bear such legend.

Section 2.11. Replacement Notes.

(a) If (i) any mutilated Note is surrendered to the Trustee,
or the Trustee receives evidence to its satisfaction of the destruction,
loss or theft of any Note, and (ii) there is delivered to the Trustee such
security or indemnity as may be required by it to hold NFLP and the
Trustee harmless then, in the absence of notice to NFLP, the Registrar or
the Trustee that such Note has been acquired by a bona fide purchaser, and
provided that the requirements of Section 8-405 of the UCC (which
generally permit NFLP to

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impose reasonable requirements) are met, NFLP shall execute and upon its
request the Trustee shall authenticate and deliver, in exchange for or in
lieu of any such mutilated, destroyed, lost or stolen Note, a replacement
Note; provided, however, that if any such destroyed, lost or stolen Note,
but not a mutilated Note, shall have become or within seven days shall be
due and payable, instead of issuing a replacement Note, NFLP may pay such
destroyed, lost or stolen Note when so due or payable without surrender
thereof. If, after the delivery of such replacement Note or payment of a
destroyed, lost or stolen Note pursuant to the proviso to the preceding
sentence, a bona fide purchaser of the original Note in lieu of which such
replacement Note was issued presents for payment such original Note, NFLP
and the Trustee shall be entitled to recover such replacement Note (or
such payment) from the Person to whom it was delivered or any Person
taking such replacement Note from such Person to whom such replacement
Note was delivered or any assignee of such Person, except a bona fide
purchaser, and shall be entitled to recover upon the security or indemnity
provided therefor to the extent of any loss, damage, cost or expense
incurred by NFLP or the Trustee in connection therewith.

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

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

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

Section 2.12. Treasury Notes.

In determining whether the Noteholders of the required principal
amount of Notes have concurred in any direction, waiver or consent, Notes owned
by NFLP or any Affiliate of NFLP shall be considered as though they are not
Outstanding, except that for the purpose of determining whether the Trustee
shall be protected in relying on any such direction, waiver or consent, only
Notes of which the Trustee has received written notice of such

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30

ownership shall be so disregarded. Absent written notice to the Trustee of
such ownership, the Trustee shall not be deemed to have knowledge of the
identity of the individual beneficial owners of the Notes.

Section 2.13. Temporary Notes.

(a) Pending the preparation of Definitive Notes issued under
Section 2.18 hereof, NFLP may prepare and the Trustee, upon receipt of a
Company Order, shall authenticate and deliver temporary Notes of such
Series. Temporary Notes shall be substantially in the form of Definitive
Notes of like Series but may have variations that are not inconsistent
with the terms of this Indenture as the officers executing such Notes may
determine, as evidenced by their execution of such Notes.

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

Section 2.14. Cancellation.

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

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Section 2.15. Principal and Interest.

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

(b) Each Series of Notes shall accrue interest as provided in
the related Supplement and such interest shall be payable on each
Distribution Date for such Series in accordance with Section 6.1 and the
related Supplement.

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

(d) If NFLP defaults in the payment of interest on the Notes
of any Series, such interest, to the extent paid on any date that is more
than five (5) Business Days after the applicable due date, shall at the
option of NFLP, cease to be payable to the persons who were Noteholders of
such series at the applicable Record Date and, in such case, NFLP shall
pay the defaulted interest in any lawful manner, plus, to the extent
lawful, interest payable on the defaulted interest, to the persons who are
Noteholders of such Series on a subsequent special record date which date
shall be at least five (5) Business Days prior to the payment date, at the
rate provided in this Indenture and in the Notes of such Series. NFLP
shall fix or cause to be fixed each such special record date and payment
date, and at least fifteen (15) days before the special record date, NFLP
(or, if so requested by NFLP, the Trustee in the name of and at the
expense of NFLP) shall mail to Noteholders of such Series a notice that
states the special record date, the related payment date and the amount of
such interest to be paid.

Section 2.16. Book-Entry Notes.

(a) For each Series of Notes to be issued in registered form,
NFLP shall duly execute the Notes, and the Trustee shall, in accordance
with Section 2.4 hereof, authenticate and deliver initially one or more
Global Notes that (a) shall be registered on the Note Register in the name
of DTC or DTC's nominee, and (b) shall bear legends substantially to the
following effect:

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32

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OR
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO NFLP OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. ("CEDE") OR SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
HEREON IS MADE TO CEDE OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE
REGISTERED OWNER HEREOF, CEDE, HAS AN INTEREST HEREIN.

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

(b) The provisions of the "Operating Procedures of the
Euroclear System" and the "Terms and Conditions Governing Use of
Euroclear" and the "Management Regulations" and "Instructions to
Participants" of Cedel, respectively, shall be applicable to the Global
Note insofar as interests in a Global Note are held by the agent members
of Euroclear or Cedel (which shall only occur in the case of the Temporary
Global Note and the Permanent Global Note). Account holders or
participants in Euroclear and Cedel shall have no rights under this
Indenture with respect to such Global Note, and the registered holder may
be treated by NFLP, the Trustee, the Registrar, the Paying Agent and any
agent of NFLP or any such entity as the owner of such Global Note for all
purposes whatsoever.

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

(d) Any typewritten Note or Notes representing Book-Entry
Notes shall provide that they represent the aggregate or a specified
amount of Outstanding Notes from time to time

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33

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

(e) Unless and until definitive, fully registered Notes
("Definitive Notes") have been issued to Note Owners pursuant to Section
2.18:

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

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

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

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

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34

interest in the Notes and has delivered such instructions to the
Trustee; and

(v) the rights of Note Owners shall be exercised only through
the applicable Clearing Agency and their related Clearing Agency
Participants and shall be limited to those established by law and
agreements between such Note Owners and their related Clearing Agency
and/or the Clearing Agency Participants. Unless and until Definitive
Notes are issued pursuant to Section 2.18, the applicable Clearing
Agencies will make book-entry transfers among their related Clearing
Agency Participants and receive and transmit payments of principal and
interest on the Notes to such Clearing Agency Participants.

Section 2.17. Notices to Clearing Agency.

Whenever notice or other communication to the Noteholders is
required under this Indenture, unless and until Definitive Notes shall have
been issued to Note Owners pursuant to Section 2.18, the Trustee, the Servicer
and NFLP shall give all such notices and communications specified herein to be
given to Noteholders to the applicable Clearing Agency for further distribution
to the Note Owners in accordance with the customary practices and procedures of
such Clearing Agency and Clearing Agency Participants.

Section 2.18. Definitive Notes.

(a) Conditions for Issuance. Interests in a Restricted
Global Note or Permanent Global Note deposited with DTC or a custodian of
DTC pursuant to Section 2.5 shall be transferred to the beneficial owners
thereof in the form of definitive registered Notes only if such transfer
complies with Section 2.9 and (x) DTC notifies NFLP that it is unwilling
or unable to continue as depositary for such Restricted Global Note or
Permanent Global Note or at any time ceases to be a "clearing agency"
registered under the Exchange Act, and, in either case, a successor
depositary so registered is not appointed by NFLP within 90 days of such
notice or (y) NFLP determines that the Restricted Global Note or Permanent
Global Notes with respect to the relevant Series of Notes shall be
exchangeable for definitive registered Notes, in which case Definitive
Notes shall be issuable or exchangeable only in respect of such Global
Notes or the category of Definitive Notes represented thereby or (z) any
Note Owner or purchaser or transferee of a beneficial interest in a
Restricted Global Note or a Permanent Global Note requests the same in the
form of a

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35

Definitive Note and NFLP, in its sole discretion, consents to such request
(in which case a Definitive Note shall be issuable or transferable only to
such Noteholder, purchaser or transferee), NFLP will deliver Notes in
definitive registered form, without interest coupons, in exchange for the
Restricted Global Notes or the Permanent Global Notes or, in the case of
an exchange or transfer described in clause (z) above, in exchange for the
applicable beneficial interest in one or more Global Notes. Definitive
registered Notes shall be issued without coupons in amounts of
U.S.$1,000,000 and integral multiples of U.S.$1,000, subject to compliance
with all applicable legal and regulatory requirements.

(b) Issuance. If interests in any Restricted Global Note or
Permanent Global Note, as the case may be, are to be transferred to the
beneficial owners thereof in the form of Definitive Notes pursuant to this
Section 2.18, such Restricted Global Note or Permanent Global Note, as the
case may be, shall be surrendered by DTC or its custodian or agent to the
office or agency of the Registrar located in the Borough of Manhattan, the
City of New York, or if the Notes are listed on the Luxembourg Stock
Exchange, to the applicable Luxembourg Agent in Luxembourg, to be so
transferred, without charge. If interests in any Permanent Global Note
are to be transferred to the beneficial owners thereof in the form of
Definitive Notes pursuant to this Section 2.18, such Permanent Global Note
shall be surrendered by DTC or its custodian or agent to the Registrar or
its agent located in London to be so transferred, without charge. The
Trustee shall authenticate and deliver, upon such transfer of interests in
such Restricted Global Note or Permanent Global Note, an equal aggregate
principal amount of Definitive Notes of authorized denominations;
provided, that in the case of an interest in a Restricted Global Note, no
such interest will be transferred except upon delivery of a certificate
substantially in the form of Exhibit A-1 hereto. The Definitive Notes
transferred pursuant to this Section 2.18 shall be executed, authenticated
and delivered only in the denominations specified in paragraph (a) above
or in the related Supplement, and Definitive Notes shall be registered in
such names as DTC shall direct in writing. The Registrar shall have at
least 30 days from the date of its receipt of Definitive Notes and
registration information to authenticate and deliver such Definitive
Notes. Any Definitive Note delivered in exchange for an interest in a
Restricted Global Note or Permanent Global Note shall, except as otherwise
provided by Section 2.10, bear, and be subject to, the legend regarding
transfer restrictions set forth in Section 2.10. NFLP will promptly make
available to

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36

the Registrar a reasonable supply of Definitive Notes. NFLP shall bear
the costs and expenses of printing or preparing any Definitive Notes.

(c) Transfer of Definitive Notes. Subject to the terms of
this Indenture, the Holder of any Definitive Note may transfer the same in
whole or in part, in an amount equivalent to an authorized denomination,
by surrendering at the office maintained by the Registrar for such purpose
in the Borough of Manhattan, The City of New York, such Note with the form
of transfer endorsed on it duly completed and executed by, or accompanied
by a written instrument of transfer in form satisfactory to NFLP and the
Registrar by, the holder thereof and accompanied by a certificate
substantially in the form of Exhibit A-1 hereto. In exchange for any
Definitive Note properly presented for transfer, NFLP shall execute and
the Trustee shall promptly authenticate and deliver or cause to be
authenticated and delivered in compliance with applicable law, to the
transferee at such office, or send by mail (at the risk of the
transferee) to such address as the transferee may request, Definitive
Notes for the same aggregate principal amount as was transferred. In the
case of the transfer of any Definitive Note in part, NFLP shall execute
and the Trustee shall also promptly authenticate and deliver or cause to
be authenticated and delivered to the transferor at such office, or send
by mail (at the risk of the transferor) to such address as the transferor
may request, Definitive Notes for the aggregate principal amount that was
not transferred. No transfer of any Definitive Note shall be made unless
the request for such transfer is made by the registered Holder at such
office.

(d) Neither NFLP nor the Trustee shall be liable for any
delay in delivery of transfer instructions and may conclusively rely on,
and shall be protected in relying on, such instructions. Upon the
issuance of Definitive Notes for such Series, the Trustee shall recognize
the Holders of the Definitive Notes as Noteholders of such Series.

Section 2.19. Tax Treatment.

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

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income, as indebtedness of NFLP. Each Noteholder agrees that it will cause any
Note Owner acquiring an interest in a Note through it to comply with this
Indenture as to treatment as indebtedness for such tax purposes.

Section 2.20. Certain Purchaser Representations and Certifications.

(a) Prior to any sale or transfer of the Notes described in clause (2) of
Section 2.9(a) above, each prospective purchaser of the Notes shall be deemed
to have represented and agreed as follows:

(1) It is a qualified institutional buyer as defined in Rule 144A,
it is aware that any sale of the Notes to it will be made in reliance on
Rule 144A and it is acquiring the Notes for its own institutional account
of for the account of a qualified institutional buyer.

(2) The purchaser understands that the Notes are being offered in
a transaction not involving any public offering in the United States
within the meaning of the Securities Act, that the Notes have not been
registered under the Securities Act and that (A) such Notes may be offered,
resold, pledged or otherwise transferred only (i) to the Issuer, (ii) to a
person who the seller reasonably believes is a qualified institutional
buyer (as defined in Rule 144A) in a transaction meeting the requirements
of Rule 144A, (iii) outside the United States to a person other than a U.S.
Person (as defined in Regulation S) in a transaction meeting the
requirements of Regulation S under the Securities Act, (iv) in a
transaction exempt from the registration requirements of the Securities Act
and the applicable securities laws of any State of the United States and
any other jurisdiction or (v) pursuant to an effective registration
statement under the Securities Act, in each such case in accordance with the
Indenture and any applicable securities laws of any State of the United
States and (B) the purchaser will, and each subsequent holder of a Note is
required to, notify any subsequent purchaser of a Note of the resale
restrictions set forth in (A) above.

(b) Prior to (a) (i) any direct placement of the Notes from the
Issuer or (ii) any placement by a placement agent selected by the Issuer, to
an institutional accredited investor or (b) any sale or transfer of the Notes
described in clause (4) of Section 2.9(a) above, each such prospective
purchaser of the Notes shall represent and agree as follows:

(i) to the restrictions on transfer set forth in clause (a) (2)
above, (ii) that it is (w) a qualified

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institutional buyer within the meaning of Rule 144A or an accredited
investor as defined in Rule 501(a)(1), (2),(3) or (7) under the Securities
Act; (x) acquiring Notes having a minimum purchase price of not less than
$250,000 for its own account or for any separate account for which it is
acting; (y) acquiring such Notes for its own institutional account or the
account of an accredited investor as defined in Rule 501(a)(1), (2), (3) or
(7) under the Securities Act or a qualified institutional buyer within the
meaning of Rule 144A; and (z) not acquiring the Notes with a view to
distribution thereof or with any present intention of offering or selling
any of the Notes in a transaction that would violate the Securities Act or
the securities laws of any State of the United States or any other
applicable jurisdiction, (iii) that the registrar and transfer agent for
the Notes will not be required to accept for registration of transfer any
Notes acquired by them, except upon presentation of evidence satisfactory
to the transfer agent that the restrictions on transfer set forth in clause
(a) (2) above have been complied with and (iv) to execute and deliver to
the Issuer and the Trustee a Purchaser Representation Letter in the form of
Exhibit D hereto.

(c) In addition, NFLP shall require such prospective purchaser to
provide additional information or certifications, as shall be reasonably
requested by the Trustee, the Issuer or the Initial Purchasers, to support
the truth and accuracy of the foregoing acknowledgements, representations and
agreements, it being understood that such additional information is not
intended to create additional restrictions on the transfer of the Notes. NFLP,
the Initial Purchasers and the Trustee are not obligated, in their individual
capacities or as a group, to register the Notes under the Securities Act or any
state securities laws.

ARTICLE 3.

SECURITY

Section 3.1. Grant of Security Interest.

(a) To secure the NFLP Obligations, NFLP hereby pledges, assigns,
conveys, delivers, transfers and sets over to the Trustee, for the benefit
of the Noteholders and the Note Owners (the Noteholders and the Note
Owners being referred to as the "Secured Parties"), and hereby grants to
the Trustee, for the benefit of the Secured Parties, a security interest
in all of the right, title and interest in and to all of the following
assets, property and interests in property of NFLP whether now owned or
hereafter acquired or created (all of such right, title and interest,
together

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with the portion of the Master Collateral with respect to which the Trustee is
named as a Beneficiary, being referred to as the "Collateral"):

(i) all right, title and interest of NFLP in, to and under the
NFLP Agreements, including, without limitation, all rights of NFLP arising
thereunder in respect of the National Master Collateral, all monies due and
to become due to NFLP from the Lessee or the Servicer under or in
connection with NFLP Agreements, whether payable as rent, guaranty
payments, supplemental payments, fees, expenses, costs, indemnities,
insurance recoveries, damages for the breach of any of NFLP Agreements or
otherwise, and all rights, remedies, powers, privileges and claims of NFLP
against any other party under or with respect to NFLP Agreements (whether
arising pursuant to the terms of such NFLP Agreements or otherwise
available to NFLP at law or in equity), the right to enforce any of the
NFLP Agreements as provided herein and to give or withhold any and all
consents, requests, notices, directions, approvals, extensions or waivers
under or with respect to NFLP Agreements or the obligations of any party
thereunder; and

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

(iii) all right, title and interest of NFLP in, to and under the
Master Collateral Agency Agreement with respect to the portion of the Master
Collateral for which NFLP is designated as a Financing Source and the
Trustee is designated as a Beneficiary thereunder; and

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

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

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

(c) Notwithstanding anything to the contrary contained in (a) and
(b) above, the Collateral shall not include the Retained Distribution
Account, any funds on deposit therein from time to time, any certificates or
instruments, if any, representing or evidencing any or all of the Retained
Distribution Account or the funds on deposit therein from time to time, or
any Permitted Investments made at any time and from time to time with the
funds on deposit in the Retained Distribution Account (including the income
thereon); provided, further, the Collateral shall not include any right,
title or interest in the Fleet Finance Agreement or the NFLP Fleet Finance
Agreement and payments thereunder.

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

Section 3.2. Certain Rights and Obligations of NFLP Unaffected.

(a) Notwithstanding the assignment and security interest so
granted to the Trustee, NFLP shall nevertheless be permitted, subject to
the Trustee's right to revoke such permission in the event of an
Amortization Event and subject

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to the provisions of Section 3.3 hereof, to give all consents, requests,
notices, directions, approvals, extensions or waivers, if any, which are
required to be given in the normal course of business (which does not include
waivers of defaults under any of the NFLP Agreements or any of the Manufacturer
Programs or revocation of powers of attorney to the Lessee) to the Lessee by
NFLP and by National to the Manufacturers by the specific terms of the Lease
and each Manufacturer Program, respectively.

(b) The grant of a security interest in the Collateral to the
Trustee shall not (i) relieve NFLP from the performance of any term, covenant,
condition or agreement on NFLP's part to be performed or observed under or in
connection with any of the NFLP Agreements or any of the Manufacturer Programs
or from any liability to National or the Manufacturers, as the case may be,
subject to the limitations contained in Section 13.18, or (ii) impose any
obligation on the Trustee or any of the Secured Parties to perform or observe
any such term, covenant, condition or agreement on NFLP's part to be so
performed or observed or impose any liability on the Trustee or any of the
Secured Parties for any act or omission on the part of NFLP or from any breach
of any representation or warranty on the part of NFLP. NFLP hereby agrees to
indemnify and hold harmless the Trustee, each Noteholder and each Note Owner
(including, in each case, their respective directors, officers, employees and
agents) from and against any and all losses, liabilities (including liabilities
for penalties), claims, demands, actions, suits, judgments, out-of-pocket costs
and expenses arising out of or resulting from the security interest granted
hereby or by any Assignment Agreement, whether arising by virtue of any act or
omission on the part of NFLP or otherwise, including, without limitation,
out-of-pocket costs, expenses, and disbursements (including reasonable
attorneys' fees and expenses) incurred by the Trustee, any of the Noteholders
and any of the Note Owners in enforcing this Indenture or preserving any of
their respective rights to, or realizing upon, any of the Collateral; provided,
however, the foregoing indemnification shall not extend to any action by the
Trustee, a Noteholder or a Note Owner which constitutes negligence or willful
misconduct by the Trustee, such Noteholder, such Note Owner or any other
Indemnified Person hereunder. The indemnification provided for in this Section
3.2 shall survive the removal of, or a resignation by, such Person as Trustee
as well as the termination of this Indenture, any Supplement or any Assignment
Agreement.

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Section 3.3. Performance of Agreement.

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

Section 3.4. Release of Lien on Vehicles.

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

Section 3.5. Stamp, Other Similar Taxes and Filing Fees.

NFLP shall indemnify and hold harmless the Trustee, the Master
Collateral Agent and each Noteholder from any present or future claim for
liability for any stamp or other similar tax and any penalties or interest with
respect thereto, that may be assessed, levied or collected by any jurisdiction
in connection with this Indenture or any Collateral. NFLP shall pay, or

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reimburse the Trustee for, any and all amounts in respect Of, all search,
filing, recording and registration fees, taxes, excise taxes and other similar
imposts that may be payable or determined to be payable in respect of the
execution, delivery, performance and/or enforcement of this Indenture.

ARTICLE 4.

REPORTS

Section 4.1. Agreement of Servicer to Provide Reports.

(a) Pursuant to the Lease and the Master Collateral Agency
Agreement, the Servicer has agreed to provide certain reports specified
therein. This Noteholders by their acceptance of the Notes consent to the
provision of such reports by the Servicer in lieu of the Trustee or NFLP.

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

ARTICLE 5.

ALLOCATION AND APPLICATION OF COLLECTIONS

Section 5.1. Collection Account.

(a) Establishment of Collection Account. The Trustee shall
establish and maintain in the name of the Trustee for the benefit of
the Secured Parties, or cause to be established and maintained, an account
(the "Collection Account"), bearing a designation clearly indicating that
the funds deposited therein are held for the benefit of the Secured
Parties. The Collection Account shall be maintained (i) with a Qualified
Institution, or (ii) as a segregated trust account with the corporate
trust department of a depository institution or trust company having
corporate trust powers and acting as trustee for funds deposited in the
Collection Account. If the Collection Account is not maintained in
accordance with the previous sentence, then within 10 Business Days after
obtaining knowledge of such fact, the Trustee shall establish a new
Collection Account which complies with such sentence and transfer into the
new Collection Account all cash and investments from the nonqualifying
Collection Account. Initially, the Collection Account will be established
with the Trustee.

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(b) Establishment of Retained Distribution Account. The Trustee
shall establish and maintain in the name of the Retained
Interestholder, for the benefit of the Retained Interestholder, or cause
to be established and maintained, an account (the "Retained Distribution
Account") bearing a designation clearly indicating that the funds
deposited therein are held for the benefit of the Retained Interestholder.
Unless otherwise instructed by NFLP, the Retained Distribution Account
shall be maintained (i) with a Qualified Institution, or (ii) as a
segregated trust account with the corporate trust department of a
depository institution or trust company having corporate trust powers and
acting as trustee for funds deposited in the Retained Distribution
Account. If the Retained Distribution Account is not maintained in
accordance with the previous sentence, then within ten (10) Business Days
after obtaining knowledge of such fact, the Trustee shall establish a new
Retained Distribution Account which complies with such sentence and
transfer into the new Retained Distribution Account all cash and
investments from the non-qualifying Retained Distribution Account.
Initially, the Retained Distribution Account will be established with the
Trustee.

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

(d) Administration of the Collection Account. NFLP shall instruct
the institution maintaining the Collection Account to invest funds on
deposit in the Collection Account (including any administrative subaccount
thereof) at all times in Permitted Investments selected by NFLP; provided,
however, that any such investment shall mature not later than the Business
Day prior to the Distribution Date following the date on which such funds
were so invested, except for any Permitted Investment held in the
Collection Account, which is in an investment made by the Paying Agent
institution, in which event such investment may mature on such
Distribution Date and such funds shall be available for withdrawal on or
prior to such Distribution Date provided, further, that any such
investment described in clause (iv) of the definition of "Permitted
Investments" need not mature on or prior to such Distribution Date but
need only permit withdrawals therefrom not less frequently than on each
Distribution Date. The Trustee shall hold, for the benefit of the Secured
Parties, possession of any negotiable instruments or securities evidencing
the Permitted Investments until their maturity.

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(e) Earnings from Collection Account. Subject to the restrictions
set forth above, NFLP shall have the authority to instruct the Trustee (which
instructions shall be in writing) with respect to (i) the investment of funds
on deposit in the Collection Account and (ii) liquidation of such investments.
All interest and earnings (net of losses and investment expenses) paid on funds
on deposit in the Collection Account shall be deemed to be available and on
deposit for distribution.

(f) Earnings from Retained Distribution Account. Subject to the
restrictions set forth above, the Servicer shall have the authority to
instruct the Trustee with respect to the investment of funds on deposit in the
Retained Distribution Account. All interest and earnings (net of losses and
investment expenses) on funds on deposit in the Retained Distribution Account
shall be deemed to be available and on deposit for distribution to the Retained
Interestholder.

Section 5.2. Collections and Allocations.

(a) Collections in General. Until this Indenture is terminated
pursuant to Section 11.1, NFLP shall, and the Trustee is authorized to, cause
all Collections due and to become due to NFLP or the Trustee, as the case may
be, (i) under or in connection with the Master Collateral for which NFLP is
designated as a Financing Source and the Trustee is designated as a Beneficiary
under the Master Collateral Agency Agreement (including, without limitation,
amounts due from Manufacturers under their Manufacturer Programs with respect
to Vehicles other than Exchanged Vehicles but excluding amounts representing
the proceeds from sales of Vehicles by the Lessee or the Lessor to third
parties other than the Manufacturers, warranty payments and insurance proceeds)
to be paid directly to the Master Collateral Agent for deposit into the Master
Collateral Account; (ii) with respect to amounts representing the proceeds from
sales of Vehicles (other than Exchanged Vehicles) by the Lessee or the Lessor
to third parties other than the Manufacturers (including proceeds from sales of
Vehicles at Auction which are due from third parties other than the
Manufacturer) to be deposited by the Lessee or the Lessor, as applicable,
within two Business Days of its receipt thereof into the Master Collateral
Account; (iii) under the Lease to be paid directly to the Trustee for deposit
into the Collection Account; and (iv) from any other source (other than
Collections excluded from deposit into the Master Collateral Account under
clause (i) above) to be paid either (a) directly into the Collection Account at
such times as such amounts are due or (b) by the Lessee or the Lessor, as

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applicable, into the Collection Account within two Business Days of its receipt
thereof (and, in each case, NFLP represents to the Trustee for the benefit of
the Secured Parties that it has instructed the Lessee, the Servicer, the
Manufacturers, and that it will instruct any other source of Collections, as
applicable, to so remit such amounts). Upon the occurrence and during the
continuance of an Amortization Event or Potential Amortization Event, insurance
proceeds, (with respect to Vehicles other than Exchanged Vehicles) will be
deposited in the Master Collateral Account within two Business Days of their
receipt by the Lessee, the Lessor or the Servicer, as applicable; provided,
however, upon the delivery of an Officer's Certificate of the Servicer to the
Trustee (upon which it may conclusively rely) certifying (i) that a Vehicle for
which insurance proceeds have been received in the Collection Account has been
repaired and (ii) as to the dollar amount of such repairs, the Trustee shall
release to National insurance proceeds in such dollar amount. NFLP agrees that
if any such monies, instruments, cash or other proceeds shall be received by
NFLP in an account other than the Master Collateral Account or the Collection
Account or in any other manner, such monies, instruments, cash and other
proceeds will not be commingled by NFLP with any of its other funds or
property, if any, but will be held separate and apart therefrom and shall be
held in trust by NFLP for, and immediately paid over to, but in any event
within two Business Days from receipt, the Trustee or the Master Collateral
Agent, as applicable, with any necessary endorsement. All amounts on deposit
in the Master Collateral Account shall be allocated and distributed to the
Trustee and other Beneficiaries as provided in the Master Collateral Agency
Agreement. All monies, instruments, cash and other proceeds received by the
Trustee pursuant to this Indenture (including amounts received from the Master
Collateral Agent) shall be immediately deposited in the Collection Account and
shall be applied as provided in this Article 5. Notwithstanding the foregoing,
to the extent that the aggregate amount of proceeds received in the Collection
Account with respect to any Financed Vehicle exceeds the Termination Value of
such Vehicle, the Trustee shall, upon the written direction (on which it may
conclusively rely) of NFLP delivered by 12:00 noon (New York City time) on a
Business Day, release such excess to the Lessee on such Business Day, or, if
such written direction is received by the Trustee after 12:00 noon (New York
City time) on a Business Day, on the next succeeding Business Day.

(b) Disqualification of Institution Maintaining Collection
Account. In the event the Qualified Institution maintaining the Collection
Account ceases to be such, then,

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upon the occurrence of such event and the establishment of a new Collection
Account with a Qualified Institution or qualified corporate trust department
pursuant to Section 5.1(a) and thereafter, the Servicer, the Lessee and NFLP
shall deposit or cause to be deposited all Collections as set forth in Section
5.2(a) into the new Collection Account, and in no such event shall deposit or
cause to be deposited any Collections thereafter into any account established,
held or maintained with the institution formerly maintaining the Collection
Account (unless it later becomes a Qualified Institution or qualified corporate
trust department). NFLP will instruct the Lessee and the Servicer as to the
foregoing requirements of this subsection (b).

(c) Right of Servicer to Deduct Fees. Notwithstanding anything in
this Indenture to the contrary but subject to any limitations set forth in the
applicable Supplement, as long as the Servicer is National or an Affiliate of
National and the Retained Interest Amount equals or exceeds zero, the Servicer
(i) may make or cause to be made deposits to the Collection Account net of any
amounts which are allocable to the Retained Distribution Account and represent
amounts due and owing to the Servicer or National, and (ii) need not deposit or
cause to be deposited any amounts to be paid to the Servicer or National
pursuant to this Section 5.2 and such amounts will be deemed paid to National
or the Servicer, as the case may be, pursuant to this Section 5.2.

(d) Sharing Collections. To the extent that Principal Collections
that are allocated to any Series on a Distribution Date are not needed to make
payments to Noteholders of such Series or required to be deposited in a
Distribution Account for such Series on such Distribution Date, such Principal
Collections may at the direction of the Servicer, be applied to cover principal
payments due to or for the benefit of Noteholders of another Series. Any such
reallocation will not result in a reduction of the Principal Balance or
Invested Amount of the Series to which such Principal Collections were
initially allocated.

(e) Unallocated Principal Collections. If, after giving effect to
Section 5.2(d), Principal Collections allocated to any Series on any
Distribution Date are in excess of the amount required to be paid in respect of
such Series on such Distribution Date, then any such excess Principal
Collections shall be allocated to the Retained Distribution Account, to the
extent that the Retained Interest Amount, calculated as of such Distribution
Date, equals or exceeds zero and such payment will not violate any restriction
contained in this Indenture.

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Section 5.3. Determination of Monthly Interest.

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

Section 5.4. Determination of Monthly Principal.

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

Section 5.5. Paired Series.

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

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

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ARTICLE 6.

DISTRIBUTIONS AND REPORTS TO NOTEHOLDERS

Section 6.1. Distributions in General.

(a) Unless otherwise specified in the applicable Supplement, on
each Distribution Date with respect to each Outstanding Series, (i) the Paying
Agent shall deposit (in accordance with the Monthly Certificate delivered by
the Servicer to the Trustee) in the Distribution Account for each such Series
the amounts on deposit in the Collection Account allocable to Noteholders of
such Series as interest and, if during an Amortization Period, principal, and
(ii) to the extent provided for in the applicable Supplement, the Trustee (in
accordance with the Monthly Certificate or other instructions of the Servicer)
shall deposit in the Distribution Account for each such Series the amount of
Enhancement for such Series drawn in connection with such Distribution Date.

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

(c) Unless otherwise specified in the applicable Supplement,
amounts distributable to a Noteholder pursuant to this Section 6.1 shall be
payable by check mailed first-class postage prepaid to such Noteholder at the
address for such Noteholder appearing in the Note Register except that with
respect to Notes registered in the name of a Clearing Agency or its nominee,
such amounts shall be payable by wire transfer of immediately available funds
released by the Paying Agent from the Distribution Account no later than 2:00
p.m. (New York City time) for credit to the account designated by such Clearing
Agency or its nominee, as applicable.

(d) Unless otherwise specified in the applicable Supplement (i) all
distributions to Noteholders of all

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

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

Section 6.2. Distributions to Retained Distribution Account.

Subject to the terms and conditions of the related Supplement or
Supplements, at any time and from time to time upon receipt of a duly executed
Company Order, the Trustee will transfer funds from the Collection Account to
the Retained Distribution Account; provided, however, that the Trustee will not
make any such transfer on any date other than on a Distribution Date unless the
Trustee receives an Officer's Certificate from the Servicer stating that, on
the date such transfer is made and, in the reasonable anticipation of the
Servicer, on the next Distribution Date, (i) the transfer of such funds from
the Collection Account to the Retained Distribution Account will not cause an
Asset Amount Deficiency to exist and (ii) the transfer of such funds from the
Collection Account to the Retained Distribution Account will not violate any
restriction contained in this Indenture or any Supplement.

Section 6.3. Optional Repurchase of Notes.

On any Distribution Date occurring on or after the date on which the
aggregate Principal Balance of any Series or class of such Series is equal to
or less than the Repurchase Amount (if any) for such series or class set forth
in the Supplement related to such Series, or at such other time otherwise
provided for in the Supplement relating to such Series, NFLP shall have the

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option to purchase all Outstanding Notes of such Series, or class of such
Series, at a purchase price (determined after giving effect to any payment of
principal and interest on such Distribution Date) equal to (unless otherwise
specified in the related Supplement) the Principal Balance of such Series or
class, as applicable, on such Distribution Date, plus accrued and unpaid
interest on the unpaid Principal Balance of the Notes of such Series or class
(calculated at the applicable Note Rate of such Series or class) through the
day immediately prior to the date of such purchase plus, if provided for in the
related Supplement, any premium payable at such time. NFLP shall give the
Trustee at least 30 days prior written notice of the date on which NFLP intends
to exercise such option to purchase. Not later than 12:00 noon, New York City
time, on such Distribution Date, the purchase price of the Notes being
repurchased on such Distribution Date and the amount of accrued and unpaid
interest with respect to such Notes and any applicable premium will be
deposited into the Distribution Account for such Series in immediately
available funds. The funds deposited into such Distribution Account or
distributed to the Paying Agent will be passed through in full to the
Noteholders on such Distribution Date.

Section 6.4. Monthly Noteholders' Statement.

(a) On each Distribution Date, the Paying Agent shall forward to
each Noteholder of record of all outstanding Series, the Rating Agencies, the
Trustee (if other than the Paying Agent) and any Enhancement Provider the
Monthly Noteholders' Statement prepared by the Servicer pursuant to the Lease.

(b) Annual Noteholders' Tax Statement. On or before January 31 of
each calendar year, beginning with calendar year 1997, the Paying Agent shall
furnish to each Person who at any time during the preceding calendar year was a
Noteholder a statement prepared by the Servicer containing the information
prepared by the Servicer which is required to be contained in the Monthly
Noteholders' Statement aggregated for such calendar year or the applicable
portion thereof during which such Person was an Noteholder, together with such
other customary information (consistent with the treatment of the Notes as
debt) as the Servicer deems necessary or desirable to enable the Noteholders to
prepare their tax returns (each such statement, an "Annual Noteholders' Tax
Statement"). Such obligations of the Servicer to prepare and the Paying Agent
to distribute the Annual Noteholders' Tax Statement shall be deemed to have
been satisfied to the extent that substantially comparable information shall be
provided by the Paying Agent pursuant

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to any requirements of the Code as from time to time in effect.

ARTICLE 7.

REPRESENTATIONS AND WARRANTIES

NFLP hereby represents and warrants, for the benefit of the Trustee
and the Noteholders, as follows as of each Closing Date:

Section 7.1. Legal Existence and Power.

(a) NFLP (i) is a limited partnership duly organized, validly
existing and in good standing under the laws of the State of Delaware, (ii) is
duly qualified to do business as a foreign limited partnership and in good
standing under the laws of each jurisdiction where the character of its
property, the nature of its business or the performance of its obligations make
such qualification necessary, and (iii) has all partnership powers and all
material governmental licenses, authorizations, consents and approvals required
to carry on its business as now conducted and for purposes of the transactions
contemplated by this Indenture and the other Related Documents; except that
NFLP may not have all required authorizations to purchase, rent and sell
vehicles in all states where it operates but NFLP has applied for all such
authorizations and expects to receive them within 90 days after the initial
Closing Date.

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

Section 7.2. Authorization.

The execution, delivery and performance by NFLP of this Indenture, the
related Supplement and the other Related Documents to which it is a party (a)
is within NFLP's partnership powers, has been duly authorized by all necessary
partnership action, (b) requires no action by or in respect of, or filing with,
any governmental body, agency or official which has not been obtained

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and (c) does not contravene, or constitute a default under, any provision of
applicable law or regulation or of the certificate of limited partnership or
partnership agreement of NFLP or of any law or governmental regulation, rule,
contract, agreement, judgment, injunction, order, decree or other instrument
binding upon NFLP or any of its Assets or result in the creation or imposition
of any Lien on any Asset of NFLP, except for Liens created by this Indenture,
the Master Collateral Agency Agreement or the other Related Documents. This
Indenture and each of the other Related Documents to which NFLP is a party has
been executed and delivered by a duly authorized officer of NFLP.

Section 7.3. Binding Effect.

This Indenture and each other Related Document is a legal, valid and
binding obligation of NFLP enforceable against NFLP in accordance with its
terms (except as such enforceability may be limited by bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium and other similar laws
affecting creditors' rights generally or by general equitable principles,
whether considered in a proceeding at law or in equity and by an implied
covenant of good faith and fair dealing).

Section 7.4. Financial Information; Financial Condition.

All balance sheets, all statements of operations, of shareholders'
equity and of cash flow, and other financial data (other than projections) of
NFLP which have been or shall hereafter be furnished by NFLP to the Trustee and
the Rating Agencies pursuant to Section 8.3 have been and will be prepared in
accordance with GAAP (to the extent applicable) and do and will present fairly
the financial condition of the entities involved as of the dates thereof and
the results of their operations for the periods covered thereby, subject, in
the case of all unaudited statements, to normal year-end adjustments and lack
of footnotes and presentation items.

Section 7.5. Litigation.

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

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Section 7.6. No ERISA Plan.

NFLP has not established and does not maintain or contribute
to any Pension Plan that is covered by Title IV of ERISA and will not do so,
as long as any Notes are Outstanding.

Section 7.7. Tax Filings and Expenses.

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

Section 7.8. Disclosure.

The Private Placement Memorandum does not contain any untrue
statement of a material fact or omit to state any material fact necessary in
order to make the statements therein, in the light of the circumstances under
which they were made, not misleading. All certificates, reports, statements,
documents and other information furnished to the Trustee by or on behalf of
NFLP pursuant to any provision of this Indenture or any Related Document, or in
connection with or pursuant to any amendment or modification of, or waiver
under, this Indenture or any Related Document, shall, at the time the same are
so furnished, be complete and correct to the extent necessary to give the
Trustee true and accurate knowledge of the subject matter thereof in all
material respects, and the furnishing of the same to the Trustee shall
constitute a representation and warranty by NFLP made on the date the same are
furnished to the Trustee to the effect specified herein.

Section 7.9. Investment Company Act; Securities Act.

NFLP is not, and is not "controlled" by, an "investment
company" within the meaning of, and is not required to register as an
"investment company" under, the Investment Company Act of 1940. It is not
necessary in connection with the issuance and sale of the Notes under the
circumstances contemplated in the Private Placement Memorandum, any Placement
Memorandum Supplement thereto and in any note purchase or similar agreement to
register

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any security under the Securities Act or to qualify any indenture under the
Trust Indenture Act.

Section 7.10. Regulations G, T, U and X.

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

Section 7.11. No Consent.

No consent, action by or in respect of, approval or other
authorization of, or registration, declaration or filing with, any Governmental
Authority or other Person is required for the execution and delivery of this
Indenture or any Supplement or for the performance of any of NFLP's obligations
hereunder or thereunder or under any other Related Document other than such
consents, approvals, authorizations, registrations, declarations or filings as
shall have been obtained by NFLP prior to the initial Closing Date or as
contemplated in Section 7.14, or in the case of NFLP's authorization to
purchase, rent and sell vehicles in each state in which it operates, within 90
days after the initial Closing Date.

Section 7.12. Solvency.

Both before and after giving effect to the transactions
contemplated by this Indenture and the other Related Documents, NFLP is solvent
within the meaning of the Bankruptcy Code and NFLP is not the subject of any
voluntary or involuntary case or proceeding seeking liquidation, reorganization
or other relief with respect to itself or its debts under any bankruptcy or
insolvency law and no Event of Bankruptcy has occurred with respect to NFLP.

Section 7.13. Ownership; Subsidiary.

The sole general partner of NFLP is the General Partner and
the sole limited partner of NFLP is National, all of the issued and outstanding
common stock of the General Partner is owned by National, all of which common
stock has been validly issued, is fully paid and non-assessable and is owned of
record by such corporation. NFLP has no subsidiaries and owns no capital stock
of, or other interest in, any other Person.

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Section 7.14. Security Interests.

(a) All action necessary (including the filing of UCC-1
financing statements and the notation on the Certificates of Title for
all Vehicles (other than Initial Vehicles) of the Master Collateral
Agent's Lien for the benefit of NFLP and the Trustee) to protect and
perfect the Trustee's security interest in the Collateral and the
Master Collateral Agent's security interest in the Master Collateral
now in existence and hereafter acquired or created has been duly and
effectively taken.

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

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

(d) NFLP's principal place of business and chief
executive office shall be at: 0000 Xxxxxx Xxxxxx Xxxxx, Xxxxxxxxxxx,
Xxxxxxxxx 00000, and the place where its records concerning the
Collateral are kept is at: 0000 Xxxxxx Xxxxxx Xxxxx, Xxxxxxxxxxx,
Xxxxxxxxx 00000. NFLP does not transact, and has not transacted,
business under any other name.

(e) All authorizations in this Indenture for the Trustee
to endorse checks, instruments and securities and to execute financing
statements, continuation statements, security agreements, Certificates
of Title, and other

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instruments with respect to the Collateral are powers coupled with an
interest and are irrevocable.

Section 7.15. Binding Effect of Lease.

The Lease is in full force and effect and there are no
existing Lease Events of Default or Manufacturer Events of Default thereunder
nor have events occurred which with the giving of notice, the passage of time
or both would constitute a Lease Event of Default or Manufacturer Event of
Default.

Section 7.16. Non-Existence of Other Agreements.

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

Section 7.17. Manufacturer Programs.

Each Manufacturer and Manufacturer Program in respect of which
Vehicles will be acquired or financed under the Lease is an Eligible
Manufacturer and Eligible Manufacturer Program, respectively, and each of NFLP
and National is an Authorized Fleet Purchaser under each such Manufacturer
Program.

Section 7.18. Other Representations.

All representations and warranties of NFLP made in each
Related Document to which it is a party are true and correct (in all material
respects to the extent any such representations and warranties do not
incorporate a materiality limitation in their terms) and are repeated herein as
though fully set forth herein.

ARTICLE 8.

COVENANTS

NFLP and, where specified, the General Partner, hereby
covenants, to the Trustee for the benefit of the Secured Parties, as follows:

Section 8.1. Payment of Notes.

NFLP shall pay the principal of (and premium, if any) and
interest on the Notes pursuant to the provisions of this Indenture and any
applicable Supplement. Principal and interest

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shall be considered paid on the date due if the Paying Agent holds on that date
money designated for and sufficient to pay all principal and interest then due.

Section 8.2. Maintenance of Office or Agency.

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

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

NFLP hereby designates, the Corporate Trust Office of the
Trustee as one such office or agency of NFLP.

Section 8.3. Information.

NFLP will deliver or cause to be delivered to the Trustee and
each Rating Agency (provided that, if Duff & Xxxxxx is then a Rating Agency,
the Trustee, not NFLP, will deliver such items to Duff & Xxxxxx promptly upon
receipt of same from NPLP):

(a) promptly upon the delivery by the Servicer to NFLP, a
copy of the financial information and other materials required to be
delivered by the Servicer to NFLP and the Master Collateral Agent
pursuant to Section 24.6(i) of the Lease;

(b) promptly upon the delivery by the Servicer to NFLP,
copies of the financial information and other materials required to be
delivered by the Servicer to NFLP and the Master Collateral Agent
pursuant to Section 24.6(ii) of the Lease;

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to be delivered by the Servicer pursuant to Section 24.6(vi) of the
Lease;

(d) promptly upon the delivery by the Servicer to NFLP,
the financial information and other materials required to be delivered
by the Servicer pursuant to Section 24.6(ix) of the Lease;

(e) promptly upon the delivery by the Servicer to NFLP,
the financial information and other materials required to be delivered
by the Servicer pursuant to Section 24.6(x) of the Lease;

(f) promptly upon the delivery by the Servicer to NFLP,
the financial information and other materials required to be delivered
by the Servicer pursuant to Section 24.6(xi) of the Lease;

(g) from time to time such additional information
regarding the financial position, results of operations or business of
National and its Subsidiaries as the Trustee may reasonably request to
the extent that National delivers such information to NFLP pursuant to
Section 24.6(xii) of the Lease;

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

(i) on or prior to June 30 of each year, a certificate of
the chief financial officer of NFLP certifying that (i) the ratings
assigned by the Rating Agencies in respect of any outstanding Series
of Notes have not been withdrawn or downgraded since the date of the
related Supplement, (ii) no change in the Manufacturer Program of any
Manufacturer in respect of any new model year shall have given rise to
any request on the part of the Rating Agencies that any modification
be made to the Lease or any other Related Document, and (iii) NFLP has
apprised the Rating Agencies of all material changes in the
Manufacturer Programs occurring since the date of this Indenture;

(j) on or prior to the twentieth day of each month (or if
such day is not a Business Day, on the next succeeding Business Day),
a copy of the Monthly Vehicle Statement relating to the Collateral as
of the last Business Day of

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the immediately preceding month received by NFLP from the Servicer
pursuant to Section 24.6(iv) of the Lease; and

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

Section 8.4. Payment of Obligations.

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

Section 8.5. Reserved.

Section 8.6. Conduct of Business and Maintenance of Existence.

NFLP will maintain its corporate existence as a corporation
validly existing and in good standing under the laws of the State of Delaware
and duly qualified as a foreign corporation licensed under the laws of each
state in which the failure to so qualify would have a material adverse effect
on the business and operations of NFLP.

Section 8.7. Compliance with Laws.

NFLP will comply in all respects with all Requirements of Law
(including, without limitation, ERISA and the rules and regulations thereunder)
except where such noncompliance would not materially and adversely affect the
condition, financial or otherwise, operations, performance, properties of NFLP
or its ability to carry out the transactions contemplated in this Indenture and
each other Related Document; provided, however, such noncompliance will not
result in a Lien (other than a Permitted Lien) on any Assets of NFLP.

Section 8.8. Inspection of Property, Books and Records.

NFLP will keep proper books of record and account in which
full, true and correct entries shall be made of all

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dealings and transactions in relation to its Assets, business and activities
in accordance with GAAP; and will permit the Trustee to visit and inspect any
of its properties, to examine and make abstracts from any of its books and
records and to discuss its affairs, finances and accounts with its officers,
directors, employees and independent public accountants, all at such reasonable
times upon reasonable notice and as often as may reasonably be requested.

Section 8.9. Compliance with Related Documents.

NFLP will perform and comply with each and every obligation,
covenant and agreement required to be performed or observed by it in or
pursuant to this Indenture and each other Related Document to which it is a
party, subject to the grace periods set forth therein, and will not take any
action which would permit the Lessee, the Servicer or National to have the
right to refuse to perform any of its obligations under any Related Document.
NFLP will not amend the Lease, except in accordance with Section 22 thereof.

Section 8.10. Notice of Defaults.

(a) Promptly upon becoming aware of any Potential
Amortization Event, Amortization Event, Lease Event of Default or
Potential Lease Event of Default, NFLP shall give the Trustee, each
Enhancement Provider and the Rating Agencies notice thereof, together
with a certificate of the President, Vice President or principal
financial officer of NFLP setting forth the details thereof and any
action with respect thereto taken or contemplated to be taken by NFLP,
and

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

Section 8.11. Notice of Material Proceedings.

Promptly upon becoming aware thereof, NFLP shall give the
Trustee and the Rating Agencies written notice of the commencement or existence
of any, proceeding by or before any Governmental Authority against or affecting
NFLP which is reasonably likely to have a material adverse effect on the
business, condition (financial or otherwise), results of operations, properties
or performance of NFLP or the ability of NFLP to perform its obligations under
this Indenture or under any other Related Document to which it is a party.

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Section 8.12. Further Requests.

NFLP will promptly furnish to the Trustee, each Enhancement
Provider and the Rating Agencies such other information as, and in such form
as, the Trustee or such Enhancement Provider or the Rating Agencies may
reasonably request in connection with the transactions contemplated hereby.

Section 8.13. Further Assurances.

(a) NFLP shall do such further acts and things, and shall
execute and deliver to the Trustee such additional assignments,
agreements, powers and instruments, as the Trustee or the Required
Noteholders reasonably determine to be necessary to carry into effect
the purposes of this Indenture or the other Related Documents or to
better assure and confirm unto the Trustee or the Noteholders their
rights, powers and remedies hereunder including, without limitation,
the filing of any financing or continuation statements under the
Uniform Commercial Code in effect in any jurisdiction with respect to
the liens and security interests granted hereby and pursuant to the
Master Collateral Agency Agreement. NFLP also hereby acknowledges
that the Trustee has the right but not the obligation to file any such
financing statement or continuation statement without the signature of
NFLP to the extent permitted by applicable law. If any amount payable
under or in connection with any of the Collateral shall be or become
evidenced by any promissory note, chattel paper or other instrument,
such note, chattel paper or instrument shall be deemed to be held in
trust and immediately pledged to the Trustee hereunder, and shall,
subject to the rights of any Person in whose favor a prior Lien has
been perfected, be duly endorsed in a manner satisfactory to the
Trustee and delivered to the Trustee promptly. Without limiting the
generality of the foregoing provisions of this Section 8.13(a), NFLP
shall take all actions that are required to maintain the security
interest of the Trustee in the Collateral and of the Master Collateral
Agent in the Master Collateral as a perfected security interest
subject to no prior Liens, including, without limitation (i) filing
all Uniform Commercial Code financing statements, continuation
statements and amendments thereto necessary to achieve the foregoing,
(ii) causing the Lien of the Master Collateral Agent to be noted on
all Certificates of Title (other than with respect to Initial
Vehicles) and (iii) causing the Servicer, as agent for the Master
Collateral Agent, to maintain possession of the Certificates of Title
for the benefit of the Master Collateral Agent pursuant to Section
[2.6] of the Master Collateral Agency Agreement.

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(b) NFLP will warrant and defend the Trustee's right,
title and interest in and to the Collateral and the income,
distributions and proceeds thereof, for the benefit of the Noteholders
and the Trustee, against the claims and demands of all Persons
whomsoever.

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

Section 8.14. Manufacturer Programs.

(a) Prior to acquiring or financing the acquisition of
any Program Vehicles under the Lease for any model year after the 1996
model year, (i) NFLP will have received an executed Assignment
Agreement with respect to National's rights under such Manufacturer
Program for such model year (to the extent National will be acquiring
Financed Vehicles (other than Texas Vehicles) under the Lease under
such Manufacturer Program), (ii) NFLP shall have delivered an executed
Assignment Agreement with respect to NFLP's rights under such
Manufacturer Program for such model year, (iii) if any Series of Notes
is then being rated by Standard & Poor's and/or Duff & Xxxxxx, NFLP
shall have received a written confirmation from Standard & Poor's
and/or Duff & Xxxxxx, as applicable, that the acquisition of Vehicles
pursuant to such Manufacturer Program will not result in the reduction
or withdrawal of any rating issued by Standard & Poor's and/or Duff &
Xxxxxx, as applicable, in respect of any outstanding Series of Notes
and (iv) if there is a material change to a Manufacturer Program
during a model year, NFLP shall have received written confirmation
from Standard & Poor's and/or Duff & Xxxxxx, as applicable, that the
acquisition of Vehicles pursuant to such Manufacturer Program will not
result in the reduction or withdrawal of any rating issued by Standard
& Poor's and/or Duff & Xxxxxx, as applicable, in respect of any
outstanding Series of Notes. A copy of the rating confirmations set
forth in clauses (iii) and (iv) will promptly be delivered to the
Trustee for delivery to the Noteholders of any outstanding Series of
Notes.

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(b) NFLP will (a) provide the Trustee with at least 30
days' prior written notice of its intention to finance Vehicles from
any new Manufacturer, (b) provide the Trustee with a copy of the final
Manufacturer Program of such Manufacturer promptly upon its being
available and (c) certify to the Trustee and the Noteholders that such
new Manufacturer is an Eligible Manufacturer and that such
Manufacturer Program is an Eligible Manufacturer Program at such time.
In no event shall NFLP agree, to the extent any consent of NFLP is
solicited or required by the Manufacturer or any assignor of such
Manufacturer Program, to any change in any Manufacturer Program that
is reasonably likely to materially adversely affect its rights or the
rights of the Noteholders with respect to any Vehicle previously
purchased or financed under such Manufacturer Program.

(c) On the date of acquisition by NFLP of each Acquired
Vehicle (and each Texas Vehicle) which is a Program Vehicle, NFLP
shall be an Authorized Fleet Purchaser under the related Manufacturer
Program and on the date of financing under the Lease of any Financed
Vehicle which is a Program Vehicle (other than any Texas Vehicle),
National shall be an Authorized Fleet Purchaser under the related
Manufacturer Program.

Section 8.15. Liens.

NFLP will not create, incur, assume or permit to exist any
Lien upon any of its Assets (including the Collateral), other than (i) Liens in
favor of the Trustee for the benefit of the Secured Parties, (ii) Liens upon
Exchanged Vehicle Repurchase Rights and Exchanged Vehicle Insurance Payments in
favor of the Exchange Lender and (iii) Liens created by or permitted under the
Related Documents.

Section 8.16. Other Indebtedness.

Neither NFLP nor the General Partner will create, assume,
incur, suffer to exist or otherwise become or remain liable in respect of any
Indebtedness other than (i) Indebtedness hereunder, (ii) Indebtedness permitted
under any other Related Document, (iii) Indebtedness to an Exchange Lender for
the purchase of Replacement Vehicles, which Indebtedness is non-recourse to NFLP
or any Master Collateral, and is created pursuant to an Exchange Financing
Agreement and (v) Indebtedness permitted under NFLP's certificate of limited
partnership or under the General Partner's certificate of incorporation.

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Section 8.17. Mergers.

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

Section 8.18. Sales of Assets.

NFLP will not sell, lease, transfer, liquidate or otherwise
dispose of any Assets, except as contemplated by the Related Documents and
provided that the proceeds received by NFLP are paid directly to the Collection
Account or the Master Collateral Account or deposited by NFLP into the
Collection Account or the Master Collateral Account within 2 Business Days
after receipt thereof by NFLP (except that amounts payable to NFLP with respect
to Exchanged Vehicles by the related Manufacturer under its Manufacturer
Program shall be paid into the Exchange Account).

Section 8.19. Acquisition of Assets.

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

Section 8.20. Dividends, Officers' Compensation, etc.

(a) NFLP may make any distribution (by reduction of
capital or otherwise, whether in cash, property, securities or a
combination thereof), with respect to any partnership interest in NFLP
and directly or indirectly redeem, purchase, retire or otherwise
acquire for value any such partnership interest or set aside any
amount for such purpose, as permitted by its agreement of limited
partnership; except to the extent that an Amortization Event or
Potential Amortization Event has occurred and is continuing, or would
result therefrom.

(b) The General Partner will not (i) declare or pay any
dividends on any shares of its capital stock or make any other
distribution on, or any purchase, redemption or other acquisition of,
any shares of its capital stock or (ii) pay any wages or salaries or
other compensation to officers, directors, employees or others except,
in each case, to the extent no Amortization Event or Potential
Amortization Event has occurred and is continuing or would result
therefrom.

Section 8.21. Name; Principal Office.

NFLP will neither (a) change the location of its chief
executive office or principal place of business (within the meaning of the
applicable UCC) without sixty (60) days', prior notice to the Trustee and the
Master Collateral Agent nor

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(b) change its name without prior notice to the Trustee and the Master
Collateral Agent sufficient to allow the Trustee and the Master Collateral
Agent to make all filings (including filings of financing statements on form
UCC-1) and recordings necessary to maintain the perfection of the interest of
the Trustee in the Collateral pursuant to this Indenture and the perfection of
the interest of the Master Collateral Agent in the Master Collateral pursuant
to the Master Collateral Agency Agreement. In the event that NFLP desires to
so change its office or change its name, NFLP will make any required filings
and prior to actually changing its office or its name NFLP will deliver to the
Trustee and the Master Collateral Agent (i) an Officer's Certificate and
(except with respect to a change of the location of NFLP's chief executive
office or principal place of business to a new location in the same county) an
Opinion of Counsel confirming that all required filings have been made to
continue the perfected interest of the Trustee in the Collateral and the
perfected interest of the Master Collateral Agent in the Master Collateral in
respect of the new office or new name of NFLP and (ii) copies of all such
required filings with the filing information duly noted thereon by the office
in which such filings were made.

Section 8.22. Organizational Documents.

Neither NFLP nor the General Partner will amend any of its
organizational documents, including the certificate of limited partnership and
the limited partnership of NFLP and the Certificate of Incorporation and
By-Laws of the General Partner, unless, prior to such amendment, each Rating
Agency confirms that after such amendment the Rating Agency Condition will be
met.

Section 8.23. Investments.

Neither NFLP nor the General Partner will make, incur, or
suffer to exist any loan, advance, extension of credit or other investment in
any Person other than (in the case of NFLP), pursuant to the Demand Note or as
permitted by the Lease and this Indenture and with respect to Permitted
Investments and (in the case of the General Partner) in NFLP and, in addition,
without limiting the generality of the foregoing, NFLP will not cause the
Trustee to make any Permitted Investments on NFLP's behalf that would have the
effect of causing NFLP to be an "investment company" within the meaning of the
Investment Company Act.

Section 8.24. No Other Agreements.

NFLP will not (a) enter into or be a party to any agreement or
instrument other than any Related Document, any documents related to any
Enhancement, an Exchange Agreement, a Master Deposit Agreement, an Exchange
Financing Agreement and documents and agreements incidental to any of the
foregoing or

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entered into as contemplated in Section 8.26 or (b) except as provided for in
Sections 12.1 or 12.2, amend, modify or waive any provision of any Related
Document to which it is a party, or (c) give any approval or consent or
permission provided for in any Related Document, except as permitted in Section
3.2(a).

Section 8.25. Other Business.

Neither NFLP nor the General Partner will engage in any
business or enterprise or enter into any transaction other than (in the case of
NFLP) the acquisition, financing, refinancing, leasing and disposition of
Vehicles pursuant to the Lease and pursuant to the other Related Documents, the
related exercise of its rights as lessor thereunder, the making of loans to
National pursuant to the Demand Note, the incurrence and payment of ordinary
course operating expenses, the issuing and selling of the Notes and other
activities related to or incidental to either of the foregoing (including
transactions contemplated in Sections 8.24 and 8.26) and (in the case of the
General Partner) executing and entering into NFLP's limited partnership
agreement and performing the obligations of the General Partner thereunder.

Section 8.26. Maintenance of Separate Existence.

Each of NFLP and the General Partner will do all things
necessary to maintain its corporate or partnership existence separate and apart
from that of National and Affiliates of National including, without limitation,
(i) practicing and adhering to corporate or partnership formalities, such as
maintaining appropriate corporate or partnership books and records; (ii) in the
case of the General Partner, maintaining at least two corporate directors who
are not officers, directors or employees of any of its Affiliates; (iii) owning
or leasing (including through shared arrangements with Affiliates) all office
furniture and equipment necessary to operate its business; (iv) not (A)
guaranteeing or otherwise becoming liable for any obligations of any of its
Affiliates, (B) having obligations guaranteed by any of its Affiliates, (C)
holding itself out as responsible for debts of any of its Affiliates or for
decisions or actions with respect to the affairs of any of its Affiliates and
(D) being directly or indirectly named as a direct or contingent beneficiary or
loss payee on any insurance policy of any Affiliate other than as required by
the Related Documents with respect to insurance on the Vehicles; (v) other than
as provided in the Related Documents, maintaining its deposit and other bank
accounts and all of its assets separate from those of any other Person; (vi)
maintaining its financial records and books of account separate and apart from
those of any other Person; (vii) compensating all its employees, officers,
consultants and agents for services provided to it by such Persons, or
reimbursing any of its Affiliates in respect of

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services provided to it by employees, officers, consultants and agents of such
Affiliate, out of its own funds; (viii) maintaining office space separate and
apart from that of any of its Affiliates (even if such office space is
subleased from or is on or near premises occupied by any of its Affiliates) and
a telephone number separate and apart from that of any of its Affiliates; (ix)
accounting for and managing all of its liabilities separately from those of any
of its Affiliates; (x) allocating, on an arm's-length basis, all shared
corporate or partnership operating services, leases and expenses, including,
without limitation, those associated with the services of shared consultants
and agents and shared computer and other office equipment and software; (xi)
refraining from filing or otherwise initiating or supporting the filing of a
motion in any bankruptcy or other insolvency proceeding involving NFLP, the
General Partner, National or any Affiliate of National, to substantively
consolidate NFLP or the General Partner with National or any Affiliate of
National; (xii) remaining solvent and (xiii) conducting all of its business
(whether written or oral) solely in its own name. Each of NFLP and the General
Partner acknowledges its receipt of a copy of that certain opinion letter
issued by Xxxxx, Xxxxx & Xxxxx dated the date of issuance of the initial Series
of Notes addressing the issue of substantive consolidation as it may relate to
National, the General Partner and NFLP. NFLP and the General Partner hereby
agree to maintain in place all policies and procedures, and take and continue
to take all action, described in the factual assumptions set forth in such
opinion letter and relating to NFLP or the General Partner. On an annual
basis, NFLP will provide to the Rating Agencies, the Trustee and the Master
Collateral Agent, an Officer's Certificate certifying that it is in compliance
with its obligations under this Section 8.26.

Section 8.27. Rule 144A Information Requirement.

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

Section 8.28. Use of Proceeds of Notes.

NFLP shall use the proceeds of Notes solely for one or more of
the following purposes: (a) to pay amortizing Notes when due, in accordance
with this Indenture; and (b) to acquire,

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finance or refinance the acquisition of Eligible Vehicles in accordance with
the Lease.

Section 8.29. Vehicles.

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

Section 8.30. Amendments to Exchange Documents. NFLP shall
not agree to any amendment of or waiver under (a) any Exchange Agreement,
except such amendments or waivers as will not, in the aggregate, result in a
material adverse effect on the interest of the Noteholders of any Series, or
(b) any Master Deposit Agreement or Exchange Financing Agreement, except such
amendments or waivers as are made only to cure any ambiguity, defect or
inconsistency in, or to correct or supplement any provision of, this Indenture,
unless, prior to the effectiveness of any such amendment or waiver, each Rating
Agency has confirmed in writing that such amendment or waiver will not result
in the reduction or withdrawal of the then current rating of any outstanding
Series of Notes.

Section 8.31. Demand Note. NFLP shall not reduce the amount
of the Demand Note or forgive amounts payable thereunder unless NFLP has first
delivered to the Trustee an Opinion of Counsel (from counsel that is nationally
recognized as to tax matters) that such reduction or forgiveness will not have
an adverse effect on the tax characterization of any Series of Notes.

ARTICLE 9.

AMORTIZATION EVENTS AND REMEDIES

Section 9.1. Amortization Events.

If any one of the following events shall occur during the
Revolving Period, the Accumulation Period or the Controlled Amortization Period
with respect to any Series of Notes:

(a) NFLP defaults in the payment of any interest on any
Note of such Series when the same becomes due and payable and such
default continues for a period of five (5) days;

(b) NFLP defaults in the payment of any principal or
premium on any Note of such Series when the same becomes due and
payable and such default continues for a period of five (5) Business
Days;

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(c) NFLP fails to comply with any of its other agreements
or covenants in, or provisions of, the Notes of a Series or this
Indenture and the failure to so comply materially and adversely
affects the interests of the Noteholders of any Series and continues
to materially and adversely affect the interests of the Noteholders of
such Series for a period of 60 days after the earlier of (i) the date
on which a Responsible Officer of NFLP obtains knowledge thereof or
(ii) the date on which written notice of such failure, requiring the
same to be remedied, shall have been given to NFLP by the Trustee or
to NFLP or by the Required Noteholders of such Series;

(d) there occurs an Event of Bankruptcy, with respect to
NFLP, the General Partner or National;

(e) (i) any Lease Event of Default described in Section
17.1.1(i) or 17.1.5 of the Lease shall occur, whether or not
subsequently waived by NFLP or (ii) any other Lease Event of Default
shall occur, whether or not subsequently waived by NFLP;

(f) subject to the provisions of Section 9.2(g) , any
Asset Amount Deficiency exists and continues for a period of ten (10)
days;

(g) NFLP shall have become an "investment company" or
shall have become under the "control" of an "investment company" under
the Investment Company Act of 1940, as amended;

(h) the Lease is terminated for any reason;

(i) any representation made by NFLP or National in this
Base Indenture or any Related Document is false and such false
representation materially and adversely affects the interests of the
Noteholders of any Series of Notes and such false representation is
not cured for a period of 60 days after the earlier of (i) the date on
which a Responsible Officer of NFLP or National (as applicable)
obtains knowledge thereof or (ii) the date that written notice thereof
is given to NFLP or National (as applicable) by the Trustee or to NFLP
or National (as applicable) and the Trustee by the Required
Noteholders of such Series; or

(j) any other event shall occur which may be specified in
any Supplement as an "Amortization Event";

then (i) in the case of any event described in clause (a), (b), (c) or (i)
above, either the Trustee, by written notice to NFLP,

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or the Required Noteholders of the applicable Series of Notes,by written
notice to NFLP and the Trustee, may declare that an amortization event
("Amortization Event") has occurred with respect to such Series as of the
date of the notice, or (ii) in the case of any event described in clause (j)
above, an Amortization Event may be declared in a manner specified in the
related Supplement, or (iii) in the case of any event described in clause
(e)(ii) above, either the Trustee, by written notice to NFLP, or the Required
Noteholders of any Series of Notes, by written notice to NFLP and the Trustee,
may declare that an Amortization Event has occurred with respect to such Series
as of the date of the notice, or (iv) in the case of any event described in
clause (d), (e)(i), (f), (g) or (h) above, an Amortization Event with respect
to all Series of Notes then outstanding shall immediately occur without any
notice or other action on the part of the Trustee or any Noteholders; provided,
however, that the Trustee shall have no liability in connection with any action
or inaction taken, or not taken by it upon the occurrence of an Amortization
Event unless the Trustee has actual knowledge of such Amortization Event;
provided, further, however, the provisions of this sentence shall not insulate
the Trustee from liability arising out of its negligence or willful misconduct.

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

(a) General. If and whenever an Amortization Event, or
certain events of default under any Enhancement Agreement (as
specified in the applicable Supplement) shall have occurred and be
continuing, the Trustee may and, at the direction of the Requisite
Investors shall, exercise (or direct the Master Collateral Agent to
exercise) from time to time any rights and remedies available to it
under applicable law or any Related Document; provided, however that
if such Amortization Event is based solely on an event described in
clauses (a), (b), (c), (e)(ii), (i) or (j) of Section 9.1, then the
Trustee's rights and remedies pursuant to the provisions of this
Section 9.2 shall, to the extent not detrimental to the rights of the
holders of the applicable Series of Notes, be limited to rights and
remedies pertaining only to those Series of Notes with respect to
which such Amortization Event has occurred. Any amounts obtained by
the Trustee (or by the Master Collateral Agent at the direction of the
Trustee) on account of or as a result of the exercise by the Trustee
of any right shall be held by the Trustee as additional collateral for
the repayment of NFLP Obligations and shall be applied as provided in
Article 5 hereof.

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(b) Lease. If a Liquidation Event of Default or a
Limited Liquidation Event of Default shall have occurred and be
continuing, the Trustee, at the direction of the Requisite Investors
(in the case of a Liquidation Event of Default) or the Required
Noteholders (in the case of a Limited Liquidation Event of Default),
shall direct NFLP and the Master Collateral Agent to exercise (and
NFLP agrees to exercise) all rights, remedies, powers, privileges and
claims of NFLP against National and National's Franchisees under or in
connection with the Lease, the Subleases, the Master Collateral Agency
Agreement and any of the Related Documents and against any party to
any Related Document, including the right or power to take any action
to compel performance or observance by National, National's
Franchisees, or any such party of its obligations to NFLP, the right
to take possession of any of the Vehicles, and to give any consent,
request, notice, direction, approval, extension or waiver in respect
of the Lease, and any right of NFLP to take such action independent of
such direction shall be suspended.

(c) Manufacturer Programs. If a Liquidation Event of
Default or a Limited Liquidation Event of Default shall have occurred
and be continuing, the Trustee may, and at the direction of the
Requisite Investors (in the case of a Liquidation Event of Default) or
at the direction of the Required Noteholders (in the case of a Limited
Liquidation Event of Default) shall, direct the Master Collateral
Agent, to exercise or cause NFLP or the Lessee, as applicable, to
exercise all rights, remedies, powers, privileges and claims of NFLP,
the Lessee or the Master Collateral Agent against the Manufacturers
under or in connection with the Manufacturer Programs. Upon the
occurrence of a Liquidation Event of Default, the Trustee shall
promptly instruct the Master Collateral Agent to return or to cause
NFLP or the Lessee, as applicable, to return the Program Vehicles to
the related Manufacturers (after the minimum holding period specified
in the Manufacturer's Manufacturer Program) and then, to the extent
any Manufacturer fails to accept any such Vehicles under the terms of
the applicable Manufacturer Program, to direct the Master Collateral
Agent to liquidate or to cause NFLP or the Lessee, as applicable, to
liquidate the Vehicles in accordance with the rights of NFLP under the
Lease and to otherwise sell or cause to be sold to third parties all
Non-Program Vehicles in accordance with the rights of NFLP under the
Lease. Upon the occurrence of a Limited Liquidation Event of Default,
the Trustee shall promptly instruct the Master Collateral Agent to
return or to cause NFLP or the Lessee, as applicable, to return
Program Vehicles to the related Manufacturers and to use commercially
reasonable efforts to sell Non-Program Vehicles

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or cause Non-Program Vehicles to be sold to third parties to generate
proceeds in an amount sufficient to pay all interest and principal on
the related Series of Notes, and to the extent that any Manufacturer
fails to accept any such Program Vehicles under the terms of the
applicable Manufacturer Program, to direct the Master Collateral Agent
to return or to cause NFLP or the Lessee, as applicable to liquidate
the Vehicles in accordance with the rights of NFLP under the Lease.

(d) NFLP Fleet Finance Agreement. Notwithstanding
anything to the contrary contained herein, if a Liquidation Event of
Default or a Limited Liquidation Event of Default shall have occurred
and be continuing, the Trustee shall take such action to cause
Vehicles manufactured by GM to be turned back to GM in such manner as
NFLP has instructed the Trustee in writing (and NFLP hereby agrees to
provide such instructions) to preserve any and all of NFLP's right to
receive payments from GM under the NFLP Fleet Finance Agreement in
respect of deficiencies in the sale prices of such Vehicles as
described thereunder; provided that the Trustee shall not return such
Vehicles to GM if it is instructed not to do so by Holders of Notes
evidencing 66-2/3% or more of the Aggregate Invested Amount; provided
further, that the Noteholders shall not be entitled to direct the
Trustee to cause Vehicles manufactured by GM to be turned back or sold
in any manner that would not preserve NFLP's rights under the NFLP
Fleet Finance Agreement described above.

(e) Failure of NFLP, the Lessee or the Master Collateral
Agent to Take Action. If NFLP, National or the Master Collateral
Agent shall have failed, within 15 Business Days of receiving the
direction of the Trustee, to take commercially reasonable action to
accomplish directions of the Trustee given pursuant to clauses (b) or
(c) above, the Trustee may (and at the direction of the Required
Noteholders of the affected Series of Notes (with respect to any
Limited Liquidation Event of Default) or the Requisite Investors (with
respect to any Amortization Event or any Liquidation Event of Default)
shall, take such previously directed action (and any related action as
permitted under this Indenture thereafter determined by the Trustee to
be appropriate without the need under this provision or any other
provision under this Indenture to direct NFLP, National or the Master
Collateral Agent to take such action) on behalf of NFLP and the
Noteholders.

(f) Right to Appointment of Receiver. In the event that
the Trustee determines to take action pursuant to the provisions of
clause (e) above, the Trustee may, without

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notice to NFLP, the Servicer or the Lessee, direct the Master
Collateral Agent to take legal proceedings for the appointment of a
receiver to take possession of Acquired Vehicles pending the sale
thereof and in any such event the Trustee shall be entitled to the
appointment of a receiver, and neither NFLP, the Servicer or the
Lessee shall object to such appointment.

(g) Right of NFLP to Cure Asset Amount Deficiency.
Notwithstanding anything to the contrary contained in this Article 9,
if (i) a Rapid Amortization Period commences with respect to any
Series of Notes as a result of an Amortization Event described in
Section 9.1(f), (ii) during such Rapid Amortization Period (but prior
to the Series Termination Date with respect to such Series of Notes)
the Asset Amount Deficiency is cured, (iii) no other Amortization
Event then exists and is continuing, and (iv) NFLP delivers to the
Trustee an Officer's Certificate stating that such Asset Amount
Deficiency has been cured and requesting that such Rapid Amortization
Period terminate, then such Rapid Amortization Period shall
automatically terminate as of the date the foregoing conditions are
satisfied and the applicable Revolving Period, Accumulation Period or
Controlled Amortization Period that would have been in effect if such
Rapid Amortization Period had not commenced shall commence or
recommence; provided, however, (x) no Revolving Period, Accumulation
Period or Controlled Amortization Period shall be extended as a result
of such Rapid Amortization Period interrupting the applicable
Revolving Period, Accumulation Period or Controlled Amortization
Period, (y) no Controlled Amortization Amount shall change as a result
of such Rapid Amortization Period changing the timing or amounts of
payments made during any applicable Controlled Amortization Period and
NFLP shall be obligated to pay the full amount of all Controlled
Distribution Amounts (provided that, with respect to each Series of
Notes, the payments of principal received by the Noteholders of such
Series during the terminated Rapid Amortization Period will be
credited against the controlled amortization payments scheduled to be
made during the Controlled Amortization Period for such Series
(whether such controlled amortization payments were originally
scheduled to be made during the period of time in which the terminated
Rapid Amortization Period was occurring or are scheduled to be made
thereafter) such that the Controlled Amortization Period for such
Series will not terminate sooner than originally contemplated), and
(z) if at the time of the termination of such Rapid Amortization
Period pursuant to the provisions of this Section 9.2 such Series of
Notes would otherwise be in a Rapid Amortization Period, then such

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Rapid Amortization Period will not terminate but shall continue
uninterrupted.

(h) If on the Series Termination Date any Notes of a
Series are Outstanding and all Collateral and Master Collateral
allocable to such Series has been liquidated and the amount of all
proceeds reasonably expected to be received by the Trustee on account
of such liquidation has been determined, the Trustee shall direct NFLP
to, and NFLP shall, draw on the Demand Note in an amount equal to the
Invested Amount of the Notes of the applicable Series which will
remain Outstanding after receipt of all such liquidation proceeds.

Section 9.3. Special Provisions Concerning Remedies Upon
Liquidation Event of Default in Conjunction with a Manufacturer Event of
Default or Inability to Turn Back under Manufacturer Program.

(a) Upon the occurrence of a Liquidation Event of Default
in conjunction with a Manufacturer Event of Default, the Trustee shall
have the right to (and shall, upon the direction of the Requisite
Investors) direct the Master Collateral Agent to, or cause NFLP, the
Lessee or the Servicer to, take such reasonable actions at reasonable
expense necessary to sell any or all of the Program Vehicles
manufactured by such Manufacturer at a public or private sale. If the
Master Collateral Agent, NFLP, the Lessee or the Servicer shall have
failed, within 15 Business Days of receiving the direction of the
Trustee, to take commercially reasonable action to accomplish such
directions of the Trustee, the Trustee may take such previously
directed action (and any related action as permitted under this
Indenture thereafter determined by the Trustee to be appropriate
without the need under this provision or any other provision under
this Indenture to direct NFLP to take such action) on behalf of NFLP
and the Noteholders. The Trustee may institute legal proceedings for
the appointment of a receiver or receivers (to which the Trustee shall
be entitled as a matter of right) to take possession of the Vehicles
pending the sale thereof pursuant either to the powers of sale granted
by this Indenture or to a judgment, order or decree made in any
judicial proceeding for the foreclosure or involving the enforcement
of this Indenture.

(b) Upon any sale of any of the Collateral directly by
the Trustee, or by the Master Collateral Agent at the direction of the
Trustee, whether made under the power of sale given under Section
9.2(c), this Section 9.3 or under judgment, order or decree in any
judicial proceeding for the

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foreclosure or involving the enforcement of this Indenture:

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

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

(iii) the Trustee is hereby irrevocably appointed
the true and lawful attorney-in-fact of NFLP, in its name and
stead, to make all necessary deeds, bills of sale and
instruments of assignment and transfer of the property of NFLP
thus sold and for such other purposes as are necessary or
desirable to effectuate the provisions (including, without
limitation, this Section 9.3) of this Indenture, and for that
purpose it may execute and deliver all necessary deeds, bills
of sale and instruments of assignment and transfer, and may
substitute one or more Persons with like power, NFLP hereby
ratifying and confirming all that its said attorney, or such
substitute or substitutes, shall lawfully do by virtue hereof,
but if so requested by the Trustee or by any purchaser, NFLP
shall ratify and confirm any such sale or transfer by
executing and delivering to the Trustee or to such purchaser
all such property, deeds, bills of sale, instruments of
assignment and transfer and releases as may be designated in
any such request;

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

(v) the receipt of the Trustee or of the officer
thereof making such sale shall be a sufficient discharge to
the purchaser or

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purchasers at such sale for his or their purchase money, and such
purchaser or purchasers, and his or their assigns or personal
representatives, shall not, after paying such purchase money and
receiving such receipt of the Trustee or of such officer therefor,
be obliged to see to the application of such purchase money or be in
any way answerable for any loss, misapplication or non-application
thereof; and

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

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

Section 9.4. Other Remedies.

Subject to the terms and conditions of this Indenture, if an
Amortization Event occurs and is continuing, the Trustee may pursue any remedy
available under applicable law or in equity to collect the payment of principal
or interest on the Notes (or the applicable Series of Notes, in the case of an
Amortization Event that affects only one Series of Notes) or to enforce the
performance of any provision of the Notes, this Indenture or any Supplement.
If an Amortization Event has occurred in accordance with Section 9.1, the
Trustee shall instruct NFLP to cease issuing Notes and the right of NFLP to
issue Notes shall automatically terminate. In addition, the Trustee may, or
shall at the direction of the Requisite Investors (or the Required Noteholders,
in the case of an Amortization Event that affects only one Series of Notes),
direct NFLP or the Master Collateral Agent to exercise any rights or remedies
available under any Related Document or under applicable law or authorized by a
court of equity.

The Trustee may maintain a proceeding even if it does not possess
any of the Notes or does not produce any of them in

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the proceeding, and any such proceeding instituted by the Trustee shall be in
its own name as trustee. All remedies are cumulative to the extent permitted
by law.

Section 9.5. Waiver of Past Events.

Subject to Section 12.2 hereof, the Noteholders of any Series owning
an aggregate principal amount of Notes in excess of 66-2/3% of the aggregate
principal amount of the Outstanding Notes of such Series, by notice to the
Trustee, may waive any existing Potential Amortization Event or Amortization
Event related to clauses (a), (b), (c), (e)(ii), (i) and (j) of Section 9.1
which relate to such Series and its consequences except a continuing Potential
Amortization Event or Amortization Event in the payment of the principal of or
interest on any Note. Upon any such waiver, such Potential Amortization Event
shall cease to exist with respect to such Series, and any Amortization Event
with respect to such Series arising therefrom shall be deemed to have been
cured for every purpose of this Indenture; but no such waiver shall extend to
any subsequent or other Potential Amortization Event or impair any right
consequent thereon. A Potential Amortization Event or an Amortization Event
related to clauses (d), (e)(i), (f), (g), or (h) of Section 9.1 shall not be
subject to waiver.

Section 9.6. Control by Requisite Investors.

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

Section 9.7. Limitation on Suits.

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

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

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

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

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

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

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

Section 9.8. Unconditional Rights of Holders to Receive Payment.

Notwithstanding any other provision of this Indenture, the right of
any Noteholder of a Note to receive payment of principal and interest on the
Note, on or after the respective due dates expressed in the Note, or to bring
suit for the enforcement of any such payment on or after such respective dates,
is absolute and unconditional and shall not be impaired or affected without the
consent of the Noteholder.

Section 9.9. Collection Suit by the Trustee.

If any Amortization Event specified in clauses (a) or (b) of Section
9.1 occurs and is continuing, the Trustee is authorized to recover judgment in
its own name and as trustee of an express trust against NFLP for the whole
amount of principal and interest remaining unpaid on the Notes and interest on
overdue principal and, to the extent lawful, interest and such further amount
as shall be sufficient to cover the costs and expenses of collection, including
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel.

Section 9.10. The Trustee May File Proofs of Claim.

The Trustee is authorized to file such proofs of claim and other
papers or documents as may be necessary or advisable in order to have the
claims of the Trustee (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel)
and the Noteholders allowed in any judicial proceedings relative to NFLP (or
any other obligor upon the Notes), its creditors or its property, and shall be
entitled and empowered to collect, receive and distribute any money or other
property payable or deliverable on

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any such claims and any custodian in any such judicial proceeding is hereby
authorized by each Noteholder to make such payments to the Trustee and, in the
event that the Trustee shall consent to the making of such payments directly to
the Noteholders, to pay the Trustee any amount due to it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, and any other amounts due the Trustee under Section 10.5 hereof.
To the extent that the payment of any such compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any
other amounts due the Trustee under Section 10.5 hereof out of the estate in
any such proceeding, shall be denied for any reason, payment of the same shall
be secured by a Lien on, and shall be paid out of, any and all distributions,
dividends, money, Notes and other properties which the Noteholders of the Notes
may be entitled to receive in such proceeding whether in liquidation or under
any plan of reorganization or arrangement or otherwise. Nothing herein
contained shall be deemed to authorize the Trustee to authorize or consent to
or accept or adopt on behalf of any Noteholder any plan of reorganization,
arrangement, adjustment or composition affecting the Notes or the rights of any
Noteholder thereof, or to authorize the Trustee to vote in respect of the claim
of any Noteholder in any such proceeding.

Section 9.11. Priorities.

If the Trustee collects any money pursuant to this Article, the
Trustee shall pay out the money in accordance with the provisions of Article 5
of this Indenture.

Section 9.12. Undertaking for Costs.

In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by
it as a Trustee, a court in its discretion may require the filing by any party
litigant in the suit of any undertaking to pay the costs of the suit, and the
court in its discretion may assess reasonable costs, including reasonable
attorneys' fees, against any party litigant in the suit, having due regard to
the merits and good faith of the claims or defenses made by the party litigant.
This Section does not apply to a suit by the Trustee, a suit by a Noteholder
pursuant to Section 9.7, or a suit by Noteholders of more than 10% in principal
amount of all then outstanding Notes.

Section 9.13. Rights and Remedies Cumulative.

No right or remedy herein conferred upon or reserved to the Trustee
or to the holders of Notes is intended to be exclusive of any other right or
remedy, and every right or remedy shall, to the extent permitted by law, be
cumulative and in

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addition to every other right and remedy given under this Indenture or now or
hereafter existing at law or in equity or otherwise. The assertion or
employment of any right or remedy under this Indenture, or otherwise, shall not
prevent the concurrent assertion or employment of any other appropriate right
or remedy.

Section 9.14. Delay or Omission Not Waiver.

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

Section 9.15. Reassignment of Surplus.

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

ARTICLE 10.

THE TRUSTEE

Section 10.1. Duties of the Trustee.

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

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

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

(ii) In the absence of bad faith on its part, the Trustee may
conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon certificates or
opinions furnished to the Trustee and conforming to the requirements
of this Indenture. However, the Trustee shall examine the
certificates and opinions to determine whether or not they conform
to the requirements of this Indenture.

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

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

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

(iii) The Trustee shall not be liable with respect to any
action it takes or omits to take in good faith in accordance with a
direction received by it pursuant to Section 9.4.

(iv) The Trustee shall not be charged with knowledge of any
default by the Servicer or the Lessee in the performance of its
obligations under any Related Document, unless a Trust Officer of
the Trustee (a) receives written notice of such failure from
National or any Holders of Notes evidencing not less than 10% of the
aggregate principal amount of the Notes of any Series adversely
affected thereby or (b) otherwise has actual knowledge thereof.

(d) Notwithstanding anything to the contrary contained in this
Indenture or any of the Related Documents, no provision of this Indenture
shall require the Trustee to expend or risk its own funds or incur any
liability if there is reasonable ground (as determined by the Trustee in
its sole discretion) for believing that the repayment of such funds is not
reasonably assured to it by the security

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afforded to it by the terms of this Indenture. The Trustee may refuse to
perform any duty or exercise any right or power unless it receives
indemnity satisfactory to it against any loss, liability or expense.

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

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

Section 10.2. Rights of the Trustee.

Except as otherwise provided by Section 10.1:

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

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

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

(e) The Trustee shall be under no obligation to exercise any of
the rights or powers vested in it by this Indenture or any Supplement, or
to institute,

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conduct or defend any litigation hereunder or in relation hereto, at the
request, order or direction of any of the Noteholders, pursuant to the
provisions of this Indenture or any Supplement, unless such Noteholders
shall have offered to the Trustee reasonable security or indemnity
satisfactory to the Trustee against the costs, expenses and liabilities
which may be incurred therein or thereby; nothing contained herein shall,
however, relieve the Trustee of the obligations, upon the occurrence of a
default by the Servicer or NFLP (which has not been cured), to exercise
such of the rights and powers vested in it by this Indenture or any
Supplement, and to use the same degree of care and skill in their exercise
as a prudent man would exercise or use under the circumstances in the
conduct of his own affairs.

(f) The Trustee shall not be bound to make any investigation into
the facts of matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, approval,
bond or other paper or document, unless requested in writing so to do by
the Required Noteholders of any Series which could be adversely affected
if the Trustee does not perform such acts; provided, however, that within
two Business Days of its receipt of any Monthly Certificate, the Trustee
shall verify the mathematical computations contained therein on the form
attached hereto as Exhibit E, based solely on the information and amounts
received, and calculations required to be made, by the Trustee pursuant to
the Indenture, and shall notify the Servicer and each of the Rating
Agencies of the accuracy of such computations or of any discrepancies
therein, provided that the rounding of numbers will not constitute a
discrepancy, whereupon the Servicer shall deliver to the Rating Agencies
within 5 Business Days thereafter a certificate describing the nature and
cause of any such discrepancies and the action that the Servicer proposes
to take with respect thereto. Concurrently with its notice to each of the
Rating Agencies referred to above, the Trustee shall provide the Rating
Agencies with a certificate, signed by an authorized officer of the
Trustee, disclosing whether or not the Trustee has actual knowledge of any
Amortization Event (and, if it does have actual knowledge of any
Amortization Event, specifying the nature of that event).

(g) The Trustee shall not be liable for any losses or liquidation
penalties in connection with Permitted

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Investments, unless such losses or liquidation penalties were incurred
through the Trustee's own willful misconduct, negligence or bad faith.

(h) The Trustee shall have the right, but not the obligation to
file or record any document or instrument necessary or advisable to
evidence the security interest in the Collateral granted pursuant to this
Indenture.

Section 10.3. Individual Rights of the Trustee.

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

Section 10.4. Notice of Amortization Events and Potential
Amortization Events.

If an Amortization Event or a Potential Amortization Event occurs
and is continuing and if a Trust Officer of the Trustee receives written notice
thereof, the Trustee shall promptly provide the Noteholders with notice of such
Amortization Event or the Potential Amortization Event, if such Notes are
represented by a Global Note, by telephone and facsimile, and, if such Notes
are represented by Definitive Notes, by first class mail.

Section 10.5. Compensation.

(a) NFLP shall cause the Servicer to promptly pay to the Trustee
from time to time compensation for its acceptance of this Indenture and
services hereunder as set forth in the letter agreement dated as of April
30, 1996 between the Servicer and the Trustee, as may be amended from time
to time. The Trustee's compensation shall not be limited by any law on
compensation of a trustee of an express trust. NFLP shall reimburse the
Trustee promptly upon request for all reasonable disbursements, advances
and expenses incurred or made by it in addition to the compensation for
its services. Such expenses shall include (i) the reasonable
compensation, disbursements and expenses of the Trustee's agents and
counsel and (ii) the reasonable expenses of the Trustee's agents in
administering the Collateral.

(b) The indemnification provisions in favor of the Trustee and its
officers, directors, agents and employees provided for in the Lease are
hereby incorporated by reference with the same force and effect as if set
forth herein in full. NFLP shall not be required to reimburse any

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expense or indemnify the Trustee against any loss, liability, or expense
incurred by the Trustee through the Trustee's own willful misconduct,
negligence or bad faith.

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

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

Section 10.6. Replacement of the Trustee.

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

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

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

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

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

(iv) the Trustee becomes incapable of acting.

If the Trustee resigns or is removed or if a vacancy exists in the
office of the Trustee for any reason, NFLP shall promptly appoint a successor
Trustee.

(c) If a successor Trustee does not take office within 30 days
after the retiring Trustee resigns or is removed, the retiring Trustee,
the Servicer, NFLP or any Secured

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Party may petition any court of competent jurisdiction for the appointment
of a successor Trustee.

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

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

Section 10.7. Successor Trustee by Merger, etc.

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

Section 10.8. Eligibility Disqualification.

(a) There shall at all times be a Trustee hereunder which shall be
(i) a corporation organized and doing business under the laws of the
United States of America or of any state thereof authorized under such
laws to exercise corporate trustee power, (ii) subject to supervision or
examination by Federal or state authority and shall have a combined
capital and surplus of at least $50,000,000 as set forth in its most
recent published annual report of condition, and (iii) if such Trustee is
other than The Bank of New York as the original Trustee hereunder,
acceptable to the Requisite Investors.

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

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Section 10.9. Appointment of Co-Trustee or Separate Trustee.

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

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

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

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

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trustee or co-trustee, but solely at the direction of the Trustee;

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

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

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

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

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

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Section 10.10. Representations and Warranties of Trustee.

The Trustee represents and warrants that:

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

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

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

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

ARTICLE 11.

DISCHARGE OF INDENTURE

Section 11.1. Termination of NFLP's Obligations.

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

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

(i) NFLP irrevocably deposits in trust with the
Trustee or at the option of the Trustee, with a trustee
reasonably satisfactory to the Trustee and NFLP under the terms
of an irrevocable trust agreement in form and substance
satisfactory to the Trustee, money or U.S. Government Obligations

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sufficient to pay when due principal and interest on the Notes to
maturity or redemption, as the case may be, and to pay all other
sums payable by it hereunder; provided, however, that (1) the
trustee of the irrevocable trust shall have been irrevocably
instructed to pay such money or the proceeds of such U.S.
Government Obligations to the Trustee and (2) the Trustee shall
have been irrevocably instructed to apply such money or the
proceeds of such U.S. Government Obligations to the payment of
said principal and interest with respect to the Notes;

(ii) NFLP delivers to the Trustee an Officer's
Certificate stating that all conditions precedent to satisfaction
and discharge of this Indenture have been complied with, and an
Opinion of Counsel and a certificate from a firm of certified
public accountants to the same effect; and

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

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

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

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

"U.S. Government Obligations" means direct obligations of the
United States of America, or any agency or instrumentality thereof for the
payment of which the full faith and credit of the United States of America is
pledged.

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Section 11.2. Application of Trust Money.

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

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

Section 11.3. Repayment to NFLP.

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

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

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

ARTICLE 12.

AMENDMENTS

Section 12.1. Without Consent of the Noteholders.

Without the consent of any Noteholder but with the consent of the
Rating Agencies, NFLP, the Trustee, and any applicable Enhancement Provider, at
any time and from time to time, may enter into one or more Supplements hereto,
in form satisfactory to the Trustee, for any of the following purposes;

(a) to create a new Series of Notes (including, without
limitation, making such modifications to the Indenture and the other
Related Documents as may be required to issue a Segregated Series of
Notes; provided, however, that the creation of any Segregated Series of
Notes shall not result in a material adverse effect on the Noteholders or
Note Owners of any Series unless the Required Noteholders of such Series
shall have given their prior written consent to the creation thereof);

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(b) to add to the covenants of NFLP for the benefit of the
Noteholders of all or any Series of Notes (and if such covenants are to be
for the benefit of less than all Series of Notes, stating that such
covenants are expressly being included solely for the benefit of such
Series) or to surrender any right or power herein conferred upon NFLP
(provided, however, that NFLP will not pursuant to this subsection 12.1(b)
surrender any right or power it has against the Servicer, the Lessee or
any Manufacturer);

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

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

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

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

(g) to evidence and provide for the acceptance of appointment
hereunder by a successor Trustee with respect to the Notes of one or more
Series and to add to or change any of the provisions of the Indenture as
shall be necessary to provide for or facilitate the administration of the
trusts hereunder by more than one Trustee; or

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

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provided, however, that, as evidenced by an Opinion of Counsel, such action
shall not adversely affect in any material respect the interests of any
Noteholders. Upon the request of NFLP, accompanied by a resolution of the
Board of Directors authorizing the execution of any Supplement to effect such
amendment, and upon receipt by the Trustee and National of the documents
described in Section 2.2 hereof, the Trustee shall join with NFLP in the
execution of any Supplement authorized or permitted by the terms of this
Indenture and shall make any further appropriate agreements and stipulations
which may be therein contained, but the Trustee shall not be obligated to enter
into such Supplement which affects its own rights, duties or immunities under
this Indenture or otherwise.

Section 12.2. With Consent of the Noteholders.

Except as provided in Section 12.1, the provisions of this
Indenture and any Supplement (unless otherwise provided in such Supplement) and
each other Related Document to which NFLP is a party may from time to time be
amended, modified or waived, if such amendment, modification or waiver is in
writing and consented to in writing by NFLP, National, the Trustee, any
applicable Enhancement Provider, the Rating Agencies, and the Requisite
Investors (or the Required Noteholders of a Series of Notes, in respect of any
amendment, modification or waiver of or to this Indenture, the Supplement with
respect to such Series of Notes or any Related Document which affects only the
Noteholders of such Series of Notes and does not affect the Noteholders of any
other Series of Notes, as substantiated by an opinion of Counsel to such
effect, which Opinion of Counsel may, to the extent same is based on any
factual matter, rely upon an Officer's Certificate as to the truth of such
factual matter). Notwithstanding the foregoing:

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

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(ii) any amendment, waiver or other modification that
would (a) extend the due date for, or reduce the amount of any
scheduled repayment or prepayment of principal of or interest on
any Note (or reduce the principal amount of or rate of interest
on any Note) shall require the consent of each affected
Noteholder; (b) approve the assignment or transfer by NFLP of any
of its rights or obligations hereunder or under any other Related
Document to which it is a party except pursuant to the express
terms hereof or thereof shall require the consent of each
Noteholder; (c) release any obligor under any Related Document to
which it is a party except pursuant to the express terms of such
Related Document shall require the consent of each Noteholder;
provided, however, that the Liens on Vehicles may be released as
provided in Section 3.5; (d) affect adversely the interests,
rights or obligations of any Noteholder individually in
comparison to any other Noteholder shall require the consent of
such Noteholder; or (e) amend or otherwise modify any
Amortization Event shall require the consent of each affected
Noteholder.

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

Section 12.3. Supplements.

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

Section 12.4. Revocation and Effect of Consents.

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

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binds every Noteholder. NFLP may fix a record date for determining which
Noteholders must consent to such amendment or waiver.

Section 12.5. Notation on or Exchange of Notes.

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

Section 12.6. The Trustee to Sign Amendments, etc.

The Trustee shall sign any Supplement authorized pursuant to this
Article 12 if the Supplement does not adversely affect the rights, duties,
liabilities or immunities of the Trustee. If it does have such adverse effect,
the Trustee may, but need not, sign it. In signing such Supplement, the
Trustee shall be entitled to receive, if requested, an indemnity reasonably
satisfactory to it and to receive and, subject to Section 10.1, shall be fully
protected in relying upon, an Officer's Certificate and an Opinion of Counsel
as conclusive evidence that such Supplement is authorized or permitted by this
Indenture and that it will be valid and binding upon NFLP in accordance with
its terms. NFLP may not sign a Supplement until its Board of Directors
approves it.

ARTICLE 13.

MISCELLANEOUS

Section 13.1. Notices.

(a) Any notice or communication by NFLP, the General Partner
or the Trustee to the others shall be in writing and delivered in person
or mailed by first-class mail (registered or certified, return receipt
requested), telex, telecopier or overnight air courier guaranteeing next
day delivery, to the other parties' respective addresses:

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If to NFLP:

National Car Rental Financing Limited Partnership
0000 Xxxxxx Xxxxxx Xxxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000
Attn: Xxxxxxx X. Xxxxxx
Phone: (000) 000-0000
Fax: (000) 000-0000

If to the General Partner:
National Car Rental Financing Corporation
0000 Xxxxxx Xxxxxx Xxxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000
Attn: Xxxxxxx X. Xxxxxx
Phone: (000) 000-0000
Fax: (000) 000-0000

If to the Trustee:

The Bank of New York
000 Xxxxxxx Xxxxxx
Xxxxx 00 Xxxx
Xxx Xxxx, Xxx Xxxx 10286
Attn: Corporate Trust Division
Phone: (000) 000-0000
Fax: (000) 000-0000

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

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

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

If NFLP mails a notice or communication to Noteholders, it shall
mail a copy to the Trustee and the Master Collateral Agent at the same time.

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

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

Section 13.2. Communication by Noteholders With Other Noteholders.

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

Section 13.3. Certificate as to Conditions Precedent.

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

Section 13.4. Statements Required in Certificate.

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

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

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

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

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

Section 13.5. Rules by the Trustee and the Paying Agent.

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

Section 13.6. No Recourse Against Others.

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

Section 13.7. Duplicate Originals.

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

Section 13.8. Benefits of Indenture.

Nothing in this Indenture or in the Notes, expressed or implied,
shall give to any Person, other than the parties hereto and their successors
hereunder and the Holders, any benefit or any legal or equitable right, remedy
or claim under the Indenture.

Section 13.9. Payment on Business Day.

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

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next succeeding Business Day with the same force and effect as if made on the
Distribution Date, redemption date, or maturity date; provided, however, that
no interest shall accrue for the period from and after such redemption date, or
maturity date, as the case may be to and including such next Business Day.

Section 13.10. Governing Law.

The laws of the State of New York, including, without limitation,
the UCC, but excluding any conflicts of laws, shall govern and be used to
construe this Indenture and the Notes and the rights and duties of the Trustee,
Registrar, Paying Agent, Noteholders and Note Owners.

Section 13.11. No Adverse Interpretation of Other Agreements.

This Indenture may not be used to interpret another indenture,
loan or debt agreement of NFLP or an Affiliate of NFLP. Any such indenture,
loan or debt agreement may not be used to interpret this Indenture.

Section 13.12. Successors.

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

Section 13.13. Severability.

In case any provision in this Indenture or in the Notes shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.

Section 13.14. Counterpart Originals.

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

Section 13.15. Table of Contents, Headings, etc.

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

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Section 13.16. Termination; Collateral.

This Indenture, and any grants, pledges and assignments
hereunder, shall become effective concurrently with the issuance of the first
Series of Notes and shall terminate when (a) all NFLP Obligations shall have
been fully paid and satisfied, (b) the obligations of each Enhancement Provider
under any Enhancement and related documents have terminated, and (c) any
Enhancement shall have terminated, at which time the Trustee, at the request of
NFLP and upon receipt of an Officer's Certificate from NFLP to the effect that
the conditions in clauses (a), (b) and (c) above have been complied with and
upon receipt of a certificate from the Trustee and each Enhancement Provider to
the effect that the conditions in clauses (a), (b) and (c) above relating to
NFLP Obligations to the Noteholders and each Enhancement Provider have been
complied with, shall reassign (without recourse upon, or any warranty
whatsoever by, the Trustee) and deliver all Collateral and documents then in
the custody or possession of the Trustee promptly to NFLP.

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

Section 13.17. No Bankruptcy Petition Against NFLP or the General
Partner.

Each of the Secured Parties, the Servicer, the Retained
Interestholder and the Trustee hereby covenants and agrees that, prior to the
date which is one year and one day after the payment in full of the latest
maturing Note, it will not institute against, or join with any other Person in
instituting, against NFLP or the General Partner any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings, or other
proceedings, under any Federal or state bankruptcy or similar law; provided,
however, that nothing in this Section 13.17 shall constitute a waiver of any
right to indemnification, reimbursement or other payment from NFLP or the
General Partner pursuant to this Indenture. In the event that any such Secured
Party, the Servicer, the Retained Interestholder or the Trustee takes action in
violation of this Section 13.17, NFLP or the General Partner, as applicable,
shall file an answer with the bankruptcy court or otherwise properly contesting
the filing of such a petition by any such Secured Party, the Servicer, the
Retained Interestholder or the Trustee against NFLP or the General Partner or
the commencement of such action and raising the defense that such Secured
Party, the Servicer, the Retained Interestholder or the Trustee has agreed in
writing not to take such action and should be estopped and precluded therefrom
and such other defenses, if any, as its counsel advises that it may assert.
The provisions of this Section 13.17 shall survive the

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termination of this Indenture, and the resignation or removal of the Trustee.
Nothing contained herein shall preclude participation by any Secured Party, the
Servicer, the Retained Interestholder or the Trustee in the assertion or
defense of its claims in any such proceeding involving NFLP or the General
Partner.

Section 13.18. No Recourse.

The obligations of NFLP under this Indenture are solely the
obligations of NFLP and are payable solely from the assets of NFLP. No
recourse shall be had for the payment of any amount owing in respect of any fee
hereunder or any other obligation or claim arising out of or based upon this
Indenture against any limited partner of NFLP or against the capital or any
other asset of the General Partner or against any stockholder, employee,
officer, director or incorporator of the General Partner. Fees, expenses or
costs payable by NFLP hereunder shall be payable by NFLP to the extent and only
to the extent that NFLP is reimbursed therefor pursuant to the Lease or the
Related Documents, or funds are then available or thereafter become available
for such purpose pursuant to Article 5.

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

NATIONAL CAR RENTAL FINANCING
LIMITED PARTNERSHIP,
as Issuer

By: NATIONAL CAR RENTAL FINANCING
CORPORATION,
its General Partner

By: /s/
----------------------------
Name:
Title:

THE BANK OF NEW YORK,
as Trustee

By: /s/
-----------------------------------
Name:
Title:

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NATIONAL CAR RENTAL FINANCING LIMITED PARTNERSHIP, as Issuer, and THE BANK OF NEW YORK, as Trustee BASE INDENTURE

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