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EXHIBIT 4.4
SERIES 1999-1 SUPPLEMENT, dated as of February 26, 1999 (as amended,
modified, restated or supplemented from time to time in accordance with the
terms hereof, this "Series Supplement") between ARG Funding Corp., a special
purpose corporation established under the laws of Delaware ("ARG") and The Bank
of New York, a New York banking corporation, as trustee (together with its
successors in trust under the Base Indenture referred to below, the "Trustee"),
to the Base Indenture, dated as of February 26, 1999, between ARG and the
Trustee (as amended, modified, restated or supplemented from time to time,
exclusive of Series Supplements, the "Base Indenture").
PRELIMINARY STATEMENT
WHEREAS, Sections 2.2 and 12.1 of the Base Indenture provide, among
other things, that ARG and the Trustee may at any time and from time to time
enter into a supplement to the Base Indenture for the purpose of authorizing the
issuance of one or more Series of Notes.
NOW, THEREFORE, the parties hereto agree as follows:
DESIGNATION
There is hereby created a Series of Notes to be issued pursuant to
the Base Indenture and this Series Supplement and such Series of Notes shall be
designated generally Rental Car Asset Backed Notes, Series 1999-1. The Series
1999-1 Notes shall be issued in three classes: (i) Series 1999-1 Floating Rate
Rental Car Asset Backed Notes, Class A-1, which shall be designated generally as
the Class A-1 Notes, (ii) the Series 1999-1 5.88% Rental Car Asset Backed Notes,
Class A-2, which shall be designated generally as the Class A-2 Notes and (iii)
the Series 1999-1 6.02% Rental Car Asset Backed Notes, Class A-3, which shall be
designated generally as the Class A-3 Notes. The Class A-1 Notes, the Class A-2
Notes and the Class A-3 Notes are referred to collectively as the "Series 1999-1
Notes." The Series 1999-1 Notes shall be issued in minimum denominations of
$200,000 and integral multiples of $1,000 in excess thereof.
The proceeds from the sale of the Series 1999-1 Notes (as defined
herein) shall be deposited in the Collection Account and used to fund the
acquisition of Leasing Company Notes and increases in the principal amounts
thereof to the extent that the Leasing Companies have requested funding
thereunder and to make payments in reduction of the Invested Amount of other
Series of Notes.
The Series 1999-1 Notes are a non-Segregated Series of Notes (as
more fully described in the Base Indenture). Accordingly, all references in this
Series Supplement to "all"
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Series of Notes (and all references in this Series Supplement to terms defined
in the Base Indenture that contain references to "all" Series of Notes) shall
refer to all Series of Notes other than Segregated Series of Notes.
ARTICLE I
DEFINITIONS
(a) All capitalized terms not otherwise defined herein are defined
in the Definitions List attached to the Base Indenture as Schedule 1 thereto, as
amended, modified, restated or supplemented from time to time in accordance with
the terms of the Base Indenture (exclusive of any Series Supplements). All
Article, Section or Subsection references herein shall refer to Articles,
Sections or Subsections of the Base Indenture, except as otherwise provided
herein. Unless otherwise stated herein, as the context otherwise requires or if
such term is otherwise defined in the Base Indenture, each capitalized term used
or defined herein shall relate only to the Series 1999-1 Notes and not to any
other Series of Notes issued by ARG. All references herein to the "Series 1999-1
Supplement" shall mean the Base Indenture, as supplemented hereby.
(b) The following words and phrases shall have the following
meanings with respect to the Series 1999-1 Notes and the definitions of such
terms are applicable to the singular as well as the plural form of such terms
and to the masculine as well as the feminine and neuter genders of such terms:
"Aggregate Asset Amount Deficiency" means, as of any date of
determination, the amount by which the Required Aggregate Asset Amount as of
such date exceeds the Aggregate Asset Amount as of such date.
"Bankrupt Manufacturer Series 1999-1 Market Value Adjustment
Percentage" means, as of any date of determination, the lower of (i) the lowest
Bankrupt Manufacturer Series 1999-1 Non-Program Vehicle Measurement Month
Average with respect to any Measurement Month ending within the twelve (12)
calendar months preceding such date and (ii) the lowest Bankrupt Manufacturer
Series 1999-1 Non-Program Vehicle Fair Market Value Average as of any
Determination Date within the twelve (12) calendar months preceding such date.
"Bankrupt Manufacturer Series 1999-1 Non-Program Vehicle Fair Market
Value Average" means, as of any date on or after the third Determination Date,
the lesser of (a) the percentage equivalent of a fraction, the numerator of
which is the aggregate of the respective Fair Market Values of each Bankrupt
Manufacturer Series 1999-1 Non-Program Vehicle subject to the Operating Leases
as of the immediately preceding Determination Date and the denominator of which
is the aggregate of the Net Book Values of each Bankrupt Manufacturer Series
1999-1 Non-Program Vehicle subject to the Operating Leases as of such
immediately preceding Determination Date and (b) 100%.
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"Bankrupt Manufacturer Series 1999-1 Non-Program Vehicle Measurement
Month Average" means, with respect to any Measurement Month, the lesser of (a)
the percentage equivalent of a fraction, the numerator of which is the aggregate
amount of Disposition Proceeds and Termination Payments paid or payable in
respect of all Bankrupt Manufacturer Series 1999-1 Non-Program Vehicles leased
under the Operating Leases (excluding salvage sales) that are sold at auction or
otherwise during such Measurement Month and the denominator of which is the
aggregate Net Book Values of such Vehicles on the dates of their respective
sales and (b) 100%; provided, however, that, until the completion of the initial
three Measurement Months, the Bankrupt Manufacturer Series 1999-1 Non-Program
Vehicle Measurement Month Average will be deemed to be 100%.
"Bankrupt Manufacturer Series 1999-1 Non-Program Vehicle Percentage"
means, as of any date of determination, the percentage equivalent of a fraction,
the numerator of which is the aggregate Net Book Value of all Bankrupt
Manufacturer Series 1999-1 Non-Program Vehicles leased under the Operating
Leases and the denominator of which is the aggregate Net Book Value of all
Series 1999-1 Non-Program Vehicles leased under the Operating Leases as of such
date.
"Bankrupt Manufacturer Series 1999-1 Non-Program Vehicles" means
each Series 1999-1 Non-Program Vehicle that was manufactured by a Manufacturer
who experienced an Event of Bankruptcy on or after the date on which such Series
1999-1 Non-Program Vehicle became subject to an Operating Lease.
"Certificate of Lease Deficit Demand" means a certificate in the
form of Annex A to the Series 1999-1 Letters of Credit.
"Certificate of Termination Date Demand" means a certificate in the
form of Annex D to the Series 1999-1 Letters of Credit.
"Certificate of Termination Demand" means a certificate in the form
of Annex C to the Series 1999-1 Letters of Credit.
"Certificate of Unpaid Demand Note Demand" means a certificate in
the form of Annex B to the Series 1999-1 Letters of Credit.
"Class A-1/A-2 Carryover Controlled Amortization Amount" means, with
respect to the Class A-1 Notes or the Class A-2 Notes for any Related Month
during the Class A-1/A-2 Controlled Amortization Period, the amount, if any, by
which the portion of the Monthly Total Principal Allocation allocable to the
Class A-1 Notes and the Class A-2 Notes for the previous Related Month was less
than the Class A-1/A-2 Controlled Distribution Amount for the previous Related
Month; provided, however, that for the first Related Month in the Class A-1/A-2
Controlled Amortization Period, the Class A-1/A-2 Carryover Controlled
Amortization Amount shall be zero.
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"Class A-1/A-2 Controlled Amortization Amount" means (i) with
respect to any Related Month other than the last Related Month during the Class
A-1/A-2 Controlled Amortization Period, $216,666,666.66 and (ii) with respect to
the last Related Month during the Class A-1/A-2 Controlled Amortization Period,
$216,666,666.70.
"Class A-1/A-2 Controlled Amortization Period" means the period
commencing at the close of business on November 1, 2001 (or, if such day is not
a Business Day, the Business Day immediately preceding such day) and continuing
to the earliest of (i) the commencement of the Series 1999-1 Rapid Amortization
Period, (ii) the date on which the Class A-1 Notes and the Class A-2 Notes are
fully paid, (iii) the Series 1999-1 Termination Date, and (iv) the termination
of the Indenture.
"Class A-1/A-2 Controlled Distribution Amount" means, with respect
to any Related Month during the Class A-1/A-2 Controlled Amortization Period, an
amount equal to the sum of the Class A-1/A-2 Controlled Amortization Amount and
any Class A-1/A-2 Carryover Controlled Amortization Amount for such Related
Month.
"Class A-1 Deficiency Amount" has the meaning specified in Section
2.3(g) of this Series Supplement.
"Class A-1 Expected Final Distribution Date" means the May 2002
Distribution Date.
"Class A-1 Final Distribution Date" means the May 2003 Distribution
Date.
"Class A-1 Initial Invested Amount" means the aggregate initial
principal amount of the Class A-1 Notes, which is $550,000,000.
"Class A-1 Invested Amount" means when used with respect to any
date, an amount equal to the Class A-1 Outstanding Principal Amount plus the sum
of (a) the amount of any principal payments made to Class A-1 Noteholders on or
prior to such date with the proceeds of a demand on the Surety Bond and (b) the
amount of any principal payments made to Class A-1 Noteholders that have been
rescinded or otherwise returned by the Class A-1 Noteholders for any reason.
"Class A-1 Monthly Interest" means, with respect to any Series
1999-1 Interest Period, an amount equal to the product of (i) the Class A-1 Note
Rate for such Series 1999-1 Interest Period, (ii) the Class A-1 Invested Amount
on the first day of such Series 1999-1 Interest Period, after giving effect to
any principal payments made on such date, or, in the case of the initial Series
1999-1 Interest Period, the Class A-1 Initial Invested Amount and (iii) a
fraction, the numerator of which is the number of days in such Series 1999-1
Interest Period and the
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denominator of which is 360.
"Class A-1 Note Rate" means, (i) with respect to the initial Series
1999-1 Interest Period, 5.19938% per annum and (ii) with respect to each Series
1999-1 Interest Period thereafter, a rate per annum equal to LIBOR for such
Series 1999-1 Interest Period plus 0.26% per annum.
"Class A-1 Noteholder" means the person in whose name a Class A-1
Note is registered in the Note Register.
"Class A-1 Notes" means any one of the Series 1999-1 Floating Rate
Rental Car Asset Backed Notes, Class A-1, executed by ARG and authenticated by
or on behalf of the Trustee, substantially in the form of Exhibit A-1-1, Exhibit
A-1-2 or Exhibit A-1-3. Definitive Class A-1 Notes shall have such insertions
and deletions as are necessary to give effect to the provisions of Section 2.18
of the Base Indenture.
"Class A-1 Outstanding Principal Amount" means, when used with
respect to any date, an amount equal to (a) the Class A-1 Initial Invested
Amount minus (b) the amount of principal payments made to Class A-1 Noteholders
on or prior to such date.
"Class A-2 Deficiency Amount" has the meaning specified in Section
2.3 (g) of this Series Supplement.
"Class A-2 Expected Final Distribution Date" means the May 2002
Distribution Date.
"Class A-2 Final Distribution Date" means the May 2003 Distribution
Date.
"Class A-2 Initial Invested Amount" means the aggregate initial
principal amount of the Class A-2 Notes, which is $750,000,000.
"Class A-2 Invested Amount" means when used with respect to any
date, an amount equal to the Class A-2 Outstanding Principal Amount plus the sum
of (a) the amount of any principal payments made to Class A-2 Noteholders on or
prior to such date with the proceeds of a demand on the Surety Bond and (b) the
amount of any principal payments made to Class A-2 Noteholders that have been
rescinded or otherwise returned by the Class A-2 Noteholders for any reason.
"Class A-2 Monthly Interest" means, (a) with respect to the initial
Series 1999-1 Interest Period, an amount equal to the product of (i) the Class
A-2 Note Rate, (ii) the Class A-2 Initial Invested Amount and (iii) 26/360, and
(b) with respect to any other Series 1999-1 Interest Period, an amount equal to
the product of (i) one-twelfth of the Class A-2 Note Rate and (ii) the Class A-2
Invested Amount on the first day of such Series 1999-1 Interest Period, after
giving effect to any principal payments made on such date.
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"Class A-2 Note Rate" means 5.88% per annum.
"Class A-2 Noteholder" means the Person in whose name a Class A-2
Note is registered in the Note Register.
"Class A-2 Notes" means any one of the Series 1999-1 Fixed Rate
Rental Car Asset Backed Notes, Class A-2, executed by ARG and authenticated by
or on behalf of the Trustee, substantially in the form of Exhibit A-2-1, Exhibit
A-2-2 or Exhibit A-2-3. Definitive Class A-2 Notes shall have such insertions
and deletions as are necessary to give effect to the provisions of Section 2.18
of the Base Indenture.
"Class A-2 Outstanding Principal Amount" means, when used with
respect to any date, an amount equal to (a) the Class A-2 Initial Invested
Amount minus (b) the amount of principal payments made to Class A-2 Noteholders
on or prior to such date.
"Class A-3 Carryover Controlled Amortization Amount" means, with
respect to the Class A-3 Notes for any Related Month during the Class A-3
Controlled Amortization Period, the amount, if any, by which the portion of the
Monthly Total Principal Allocation allocable to the Class A-3 Notes for the
previous Related Month was less than the Class A-3 Controlled Distribution
Amount for the previous Related Month; provided, however, that for the first
Related Month in the Class A-3 Controlled Amortization Period, the Class A-3
Carryover Controlled Amortization Amount shall be zero.
"Class A-3 Controlled Amortization Amount" means (i) with respect to
any Related Month other than the last Related Month during the Class A-3
Controlled Amortization Period, $83,333,333.33 and (ii) with respect to the last
Related Month during the Class A-3 Controlled Amortization Period,
$83,333,333.35.
"Class A-3 Controlled Amortization Period" means the period
commencing at the close of business November 1, 2003 (or, if such day is not a
Business Day, the Business Day immediately preceding such day) and continuing to
the earliest of (i) the commencement of the Series 1999-1 Rapid Amortization
Period, (ii) the date on which the Class A-3 Notes are fully paid and the Surety
Provider has been paid all Surety Provider Fees and all other Surety Provider
Reimbursement Amounts then due, (iii) the Series 1999-1 Termination Date, and
(iv) the termination of the Indenture.
"Class A-3 Controlled Distribution Amount" means, with respect to
any Related Month during the Class A-3 Controlled Amortization Period, an amount
equal to the sum of the Class A-3 Controlled Amortization Amount and any Class
A-3 Carryover Controlled Amortization Amount for such Related Month.
"Class A-3 Deficiency Amount" has the meaning specified in Section
2.3(g) of this Series Supplement.
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"Class A-3 Expected Final Distribution Date" means the May 2004
Distribution Date.
"Class A-3 Final Distribution Date" means the May 2005 Distribution
Date.
"Class A-3 Initial Invested Amount" means the aggregate initial
principal amount of the Class A-3 Notes, which is $500,000,000.
"Class A-3 Invested Amount" means when used with respect to any
date, an amount equal to the Class A-3 Outstanding Principal Amount plus the sum
of (a) the amount of any principal payments made to Class A-3 Noteholders on or
prior to such date with the proceeds of a demand on the Surety Bond and (b) the
amount of any principal payments made to Class A-3 Noteholders that have been
rescinded or otherwise returned by the Class A-3 Noteholders for any reason.
"Class A-3 Monthly Interest" means, (a) with respect to the initial
Series 1999-1 Interest Period, an amount equal to the product of (i) the Class
A-3 Note Rate, (ii) the Class A-3 Initial Invested Amount and (iii) 26/360, and
(b) with respect to any other Series 1999-1 Interest Period, an amount equal to
the product of (i) one-twelfth of the Class A-3 Note Rate and (ii) the Class A-3
Invested Amount on the first day of such Series 1999-1 Interest Period, after
giving effect to any principal payments made on such date.
"Class A-3 Note Rate" means 6.02% per annum.
"Class A-3 Noteholder" means the Person in whose name a Class A-3
Note is registered in the Note Register.
"Class A-3 Notes" means any one of the Series 1999-1 Fixed Rate
Rental Car Asset Backed Notes, Class A-3, executed by ARG and authenticated by
or on behalf of the Trustee, substantially in the form of Exhibit A-3-1, Exhibit
A-3-2 or Exhibit A-3-3. Definitive Class A-3 Notes shall have such insertions
and deletions as are necessary to give effect to the provisions of Section 2.18
of the Base Indenture.
"Class A-3 Outstanding Principal Amount" means, when used with
respect to any date, an amount equal to (a) the Class A-3 Initial Invested
Amount minus (b) the amount of principal payments made to Class A-3 Noteholders
on or prior to such date.
"Consent" has the meaning set forth in Article IV of this Series
Supplement.
"Consent Period Expiration Date" has the meaning set forth in
Article IV of this Series Supplement.
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"Designated Amounts" has the meaning set forth in Article IV of this
Series Supplement.
"Disbursement" shall mean any Lease Deficit Disbursement, any Unpaid
Demand Note Disbursement, any Termination Disbursement or any Termination Date
Disbursement under the Series 1999-1 Letters of Credit, or any combination
thereof, as the context may require.
"Disposition Proceeds" means the net proceeds (other than (i) the
portion of the Repurchase Price payable by the Manufacturer pursuant to a
Manufacturer Program or (ii) with respect to Series 1999-1 Non-Program Vehicles,
the portion of the net proceeds payable by any Lessee pursuant to the applicable
Lease) from the sale or disposition of a Vehicle to any Person, whether at an
auction or otherwise.
"Fair Market Value" means, with respect to any Vehicle as of any
date of determination, the wholesale market value of such Vehicle as specified
in the Related Month's Lease Guide, for the model class and model year of such
Vehicle based on the average equipment and the average mileage of each vehicle
of such model class and model year; provided, that if the Lease Guide is not
being published or the Lease Guide is being published but such Vehicle is not
included therein, the Finance Guide at the beginning of the model year shall be
used to estimate the wholesale market value of the Vehicle, based on the
Vehicle's model class and model year or the closest model class and model year
thereto and a vehicle condition of "average" (as defined in the Finance Guide);
provided, further, that if the Finance Guide is not being published or the
Finance Guide is being published but such Vehicle is not included therein, the
wholesale market value of such Vehicle shall be based on an independent
third-party data source, and determined in accordance with a methodology, with
respect to which the Series 1999-1 Rating Agency Confirmation and Consent
Condition shall have been satisfied; provided, further, that if no such
third-party data source or methodology shall have been so approved or any such
third-party source or methodology is not available, the wholesale market value
of such Vehicle shall be the Capitalized Cost of such Vehicle less depreciation
charges at a rate equal to the Republic Historical Depreciation Rate as of such
date of the Capitalized Cost of such Vehicle since the date of such Vehicle's
purchase.
"Final Distribution Date" means the Class A-1 Final Distribution
Date, the Class A-2 Final Distribution Date or the Class A-3 Final Distribution
Date.
"Hyundai" means Hyundai Motor Company Ltd.
"Insurance Agreement" means the Insurance Agreement, dated as
February 26, 1999, among the Surety Provider, the Trustee and ARG, which shall
constitute an "Enhancement Agreement" with respect the Series 1999-1 Notes for
all purposes under the Indenture.
"Insured Principal Deficit Amount" means, with respect to any
Distribution Date, (a) prior to the Transition Date, the excess, if any, of (i)
the Series 1999-1 Outstanding Principal
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Amount on such Distribution Date (after giving effect to the distribution of the
Monthly Total Principal Allocation for the Related Month) over (ii) the sum on
such Distribution Date of (A) the product of (x) the percentage equivalent of a
fraction, the numerator of which is equal to the sum of the Series 1999-1
Invested Amount and the Series 1999-1 Overcollateralization Amount as of such
Distribution Date and the denominator of which is equal to the Required
Aggregate Asset Amount and (y) the Aggregate Asset Amount on such Distribution
Date, (B) the Series 1999-1 Available Reserve Account Amount and (C) the Series
1999-1 Letter of Credit Amount and (b) on or after the Transition Date, the
excess, if any, of (i) the Series 1999-1 Outstanding Principal Amount on such
Distribution Date (after giving effect to the distribution of the Monthly Total
Principal Allocation for the Related Month) over (ii) the sum on such
Distribution Date of (A) the Series 1999-1 Operating Lease Asset Amount, (B) the
Series 1999-1 Available Reserve Account Amount and (C) the Series 1999-1 Letter
of Credit Amount.
"Isuzu" means American Isuzu Motors, Inc., a California corporation.
"Lease Deficit Disbursement" means an amount drawn under a Series
1999-1 Letter of Credit pursuant to a Certificate of Lease Deficit Demand.
"Lease Payment Deficit Notice" has the meaning specified in Section
2.3(c) of this Series Supplement.
"LIBOR" means, with respect to each Series 1999-1 Interest Period, a
rate per annum to be determined by the Trustee as follows:
(i) On each LIBOR Determination Date until the Class A-1
Invested Amount is paid in full, the Trustee will determine the London
interbank offered rate for U.S. dollar deposits for one month that
appears on Telerate Page 3750 as it relates to U.S. dollars as of 11:00
a.m., London time, on such LIBOR Determination Date;
(ii) If, on any LIBOR Determination Date, such rate does not
appear on Telerate Page 3750, the Trustee will request the principal
London offices of each of four major banks in the London interbank
market selected by the Trustee to provide the Trustee with offered
quotations for deposits in U.S. dollars for a period of one month,
commencing on the first day of such Series 1999-1 Interest Period, to
prime banks in the London interbank market at approximately 11:00 a.m.,
London time, on such LIBOR Determination Date and in a principal amount
equal to an amount of not less than $250,000 that is representative of
a single transaction in such market at such time. If at least two such
quotations are provided, "LIBOR" for such Series 1999-1 Interest Period
will be the arithmetic mean of such quotations (rounded upwards to the
nearest one sixty-fourth of one percent (1/64%)); or
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(iii) If fewer than two such quotations are provided, "LIBOR"
for such Series 1999-1 Interest Period will be the arithmetic mean of
rates quoted by three major banks in The City of New York selected by
the Trustee at approximately 11:00 a.m., New York City time, on such
LIBOR Determination Date for loans in U.S. dollars to leading European
banks, for a period of one month, commencing on the first day of such
Series 1999-1 Interest Period, and in a principal amount equal to an
amount of not less than $250,000 that is representative of a single
transaction in such market at such time; provided, however, that if the
banks selected as aforesaid by such Trustee are not quoting rates as
mentioned in this sentence, "LIBOR" for such Series 1999-1 Interest
Period will be the same as "LIBOR" for the immediately preceding Series
1999-1 Interest Period.
"LIBOR Determination Date" means, with respect to any Series 1999-1
Interest Period, the second London Banking Day preceding the first day of such
Series 1999-1 Interest Period.
"London Banking Day" means any Business Day on which dealings in
deposits in United States dollars are transacted in the London interbank market.
"Mazda" means Mazda Motor of America, Inc.
"Measurement Month" on any date, means each calendar month, or the
smallest number of consecutive calendar months, preceding such date in which at
least the lesser of the following (a) and (b) were sold at auction (excluding
salvage sales): (a) the greater of (x) one-twelfth of the number of Series
1999-1 Non-Program Vehicles leased under the Operating Leases as of the last day
of such calendar month or consecutive calendar months and (y) 750 and (b) 2,000
Series 1999-1 Non-Program Vehicles leased under the Operating Leases were sold
at auction; provided, however, that no calendar month included in a single
Measurement Month shall be included in any other Measurement Month.
"Mitsubishi" means Mitsubishi Motors Corp.
"Monthly Total Principal Allocation" means for any Related Month the
sum of all Series 1999-1 Principal Allocations with respect to such Related
Month.
"Newer Series 1999-1 Non-Program Vehicle Fair Market Value Average"
means, as of any date on or after the third Determination Date, the lesser of
(a) the percentage equivalent of a fraction, the numerator of which is the
aggregate of the respective Fair Market Values of each Newer Series 1999-1
Non-Program Vehicle subject to the Operating Leases as of such preceding
Determination Date and the two Determination Dates precedent thereto and the
denominator of which is the aggregate of the Net Book Values of each Newer
Series 1999-1 Non-Program Vehicle subject to the Operating Leases as of such
preceding Determination Date and the two Determination Dates precedent thereto
and (b) 100%.
"Newer Series 1999-1 Non-Program Vehicle Market Value Adjustment
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Percentage" means, as of any date of determination, the lower of (i) the lowest
Newer Series 1999-1 Non-Program Vehicle Measurement Month Average with respect
to any Measurement Month ending within the twelve (12) calendar months preceding
such date and (ii) the lowest Newer Series 1999-1 Non-Program Vehicle Fair
Market Value Average as of any Determination Date within the twelve (12)
calendar months preceding such date.
"Newer Series 1999-1 Non-Program Vehicle Measurement Month Average"
means, with respect to any Measurement Month, the lesser of (a) the percentage
equivalent of a fraction, the numerator of which is the aggregate amounts of
Disposition Proceeds and Termination Payments paid or payable in respect of all
Newer Series 1999-1 Non-Program Vehicles leased under the Operating Leases
(excluding salvage sales) that are sold at auction or otherwise during such
Measurement Month and the two Measurement Months preceding such Measurement
Month and the denominator of which is the aggregate Net Book Values of such
Vehicles on the dates of their respective sales and (b) 100%; provided, however,
that, until the completion of the initial three Measurement Months, the Newer
Series 1999-1 Non-Program Vehicle Measurement Month Average will be deemed to be
100%.
"Newer Series 1999-1 Non-Program Vehicle Percentage" means, as of
any date of determination, the percentage equivalent of a fraction, the
numerator of which is the aggregate Net Book Value of all Newer Series 1999-1
Non-Program Vehicles leased under the Operating Leases and the denominator of
which is the aggregate Net Book Value of all Series 1999-1 Non-Program Vehicles
leased under the Operating Leases as of such date.
"Newer Series 1999-1 Non-Program Vehicles" means each Series 1999-1
Non-Program Vehicle that is not a Bankrupt Manufacturer Series 1999-1
Non-Program Vehicle and that is not older than twenty-four (24) months from the
date of the original manufacturer invoice therefor.
"Nissan" means, collectively, Nissan North America, Inc., a
California corporation, and Nissan Motor Corporation in Hawaii, Ltd, a Hawaii
corporation.
"Older Series 1999-1 Non-Program Vehicle Fair Market Value Average"
means, as of any date on or after the third Determination Date, the lesser of
(a) the percentage equivalent of a fraction, the numerator of which is the
aggregate of the respective Fair Market Values of each Older Series 1999-1
Non-Program Vehicle subject to the Operating Leases as of the immediately
preceding Determination Date and the denominator of which is the aggregate of
the Net Book Values of each Older Series 1999-1 Non-Program Vehicle subject to
the Operating Leases as of such immediately preceding Determination Date and (b)
100%.
"Older Series 1999-1 Non-Program Vehicle Market Value Adjustment
Percentage" means, as of any date of determination, the lower of (i) the lowest
Older Series 1999-1 Non-Program Vehicle Measurement Month Average with respect
to any Measurement Month ending within the twelve (12) calendar months preceding
such date and (ii) the lowest Older Series 1999-1 Non-Program Vehicle Fair
Market Value Average as of any Determination
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Date within the twelve (12) calendar months preceding such date.
"Older Series 1999-1 Non-Program Vehicle Measurement Month Average"
means, with respect to any Measurement Month, the lesser of (a) the percentage
equivalent of a fraction, the numerator of which is the aggregate amount of
Disposition Proceeds and Termination Payments paid or payable in respect of all
Older Series 1999-1 Non-Program Vehicles leased under the Operating Leases
(excluding salvage sales) that are sold at auction or otherwise during such
Measurement Month and the denominator of which is the aggregate Net Book Values
of such Vehicles on the dates of their respective sales and (b) 100%; provided,
however, that, until the completion of the initial three Measurement Months, the
Older Series 1999-1 Non-Program Vehicle Measurement Month Average will be deemed
to be 100%.
"Older Series 1999-1 Non-Program Vehicle Percentage" means, as of
any date of determination, the percentage equivalent of a fraction, the
numerator of which is the aggregate Net Book Value of all Older Series 1999-1
Non-Program Vehicles leased under the Operating Leases and the denominator of
which is the aggregate Net Book Value of all Series 1999-1 Non-Program Vehicles
leased under the Operating Leases as of such date.
"Older Series 1999-1 Non-Program Vehicles" means each Series 1999-1
Non-Program Vehicle that is neither a Bankrupt Manufacturer Series 1999-1
Non-Program Vehicle nor a Newer Series 1999-1 Non-Program Vehicle.
"Operating Lease Asset Amount Deficiency" means, on any date of
determination, the amount by which the aggregate Required Operating Lease Asset
Amount with respect to all Series of Notes exceeds the Operating Lease Asset
Amount on such date.
"Outstanding" means with respect to the Series 1999-1 Notes, all
Series 1999-1 Notes theretofore authenticated and delivered under the Indenture,
except (a) Series 1999-1 Notes theretofore cancelled or delivered to the
Registrar for cancellation, (b) Series 1999-1 Notes which have not been
presented for payment but funds for the payment of which are on deposit in the
Series 1999-1 Distribution Account and are available for payment of such Series
1999-1 Notes, and Series 1999-1 Notes which are considered paid pursuant to
Section 8.1 of the Base Indenture, or (c) Series 1999-1 Notes in exchange for or
in lieu of other Series 1999-1 Notes which have been authenticated and delivered
pursuant to the Indenture unless proof satisfactory to the Trustee is presented
that any such Series 1999-1 Notes are held by a purchaser for value.
"Permanent Global Class A-1 Note" has the meaning specified in
Section 5.2 of this Series Supplement.
"Permanent Global Class A-2 Note" has the meaning specified in
Section 5.2 of this Series Supplement.
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"Permanent Global Class A-3 Note" has the meaning specified in
Section 5.2 of this Series Supplement.
"Pre-Preference Period Demand Note Payments" means, as of any date
of determination, the aggregate amount of all proceeds of demands made on the
Series 1999-1 Demand Note included in the Series 1999-1 Demand Note Payment
Amount as of the Series 1999-1 Letter of Credit Termination Date that were paid
by Republic more than one year before such date of determination; provided,
however that if an Event of Bankruptcy (or the occurrence of an event described
in clause (a) of the definition thereof, without the lapse of a period of 60
consecutive days) with respect to Republic occurs during such one year period,
(x) the Pre-Preference Period Demand Note Payments as of any date during the
period from and including the date of the occurrence of such Event of Bankruptcy
to and including the conclusion or dismissal of the proceedings giving rise to
such Event of Bankruptcy without continuing jurisdiction by the court in such
proceedings shall equal the Pre-Preference Period Demand Note Payments as of the
date of such occurrence and (y) the Pre-Preference Period Demand Note Payments
as of any date after the conclusion or dismissal of such proceedings shall equal
the Series 1999-1 Demand Note Payment Amount as of the date of the conclusion or
dismissal of such proceedings.
"Principal Deficit Amount" means, with respect to any Distribution
Date, (a) prior to the Transition Date, the excess, if any, of (i) the Series
1999-1 Invested Amount on such Distribution Date (after giving effect to the
distribution of the Monthly Total Principal Allocation for the Related Month)
over (ii) the product on such Distribution Date of (x) the percentage equivalent
of a fraction, the numerator of which is equal to the sum of the Series 1999-1
Invested Amount and the Series 1999-1 Overcollateralization Amount and the
denominator of which is equal to the Required Aggregate Asset Amount and (y) the
Aggregate Asset Amount and (b) on or after the Transition Date, the excess, if
any, of (i) the Series 1999-1 Invested Amount on such Distribution Date (after
giving effect to the distribution of the Monthly Total Principal Allocation for
the Related Month) over (ii) the Series 1999-1 Operating Lease Asset Amount on
such Distribution Date.
"Pro Rata Share" means, with respect to any Series 1999-1 Letter of
Credit Provider as of any date, the fraction (expressed as a percentage)
obtained by dividing (A) the available amount under such Series 1999-1 Letter of
Credit Provider's Series 1999-1 Letter of Credit as of such date by (B) an
amount equal to the aggregate available amount under all Series 1999-1 Letters
of Credit as of such date; provided, that only for purposes of calculating the
Pro Rata Share with respect to any Series 1999-1 Letter of Credit Provider as of
any date, if such Series 1999-1 Letter of Credit Provider has not complied with
its obligation to pay the Trustee the amount of any draw under its Series 1999-1
Letter of Credit made prior to such date, the available amount under such Series
1999-1 Letter of Credit Provider's Series 1999-1 Letter of Credit as of such
date shall be treated as reduced (for calculation purposes only) by the amount
of such unpaid demand and shall not be reinstated for purposes of such
calculation unless and until the date as of which such Series 1999-1 Letter of
Credit Provider has paid such amount to the
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Trustee and been reimbursed by any of the Lessees or Republic, as the case may
be, for such amount (provided that the foregoing calculation shall not in any
manner reduce the undersigned's actual liability in respect of any failure to
pay any demand under its Series 1999-1 Letter of Credit).
"Rating Agencies" means, with respect to the Series 1999-1 Notes,
Standard & Poor's, Xxxxx'x and any other nationally recognized rating agency
rating the Series 1999-1 Notes at the request of ARG.
"Record Date" means, with respect to any Distribution Date, the last
day of the Related Month.
"Required Noteholders" means with respect to the Series 1999-1 Notes
subject to Section 7.7 of this Series Supplement, Series 1999-1 Noteholders
holding 50% or more of the Series 1999-1 Invested Amount (excluding any Series
1999-1 Notes held by ARG or any Affiliate of ARG).
"Restricted Global Class A-1 Note" has the meaning specified in
Section 5.1 of this Series Supplement.
"Restricted Global Class A-2 Note" has the meaning specified in
Section 5.1 of this Series Supplement.
"Restricted Global Class A-3 Note" has the meaning specified in
Section 5.1 of this Series Supplement.
"Series 1999-1 Accrued Amounts" means, on any date of determination,
the sum of (i) accrued and unpaid interest on the Series 1999-1 Notes as of such
date, (ii) the Surety Provider Fee, if any, payable by ARG on such date, (iii)
any other amounts due as of such date to the Surety Provider pursuant to the
Insurance Agreement (other than any amounts due in respect of unreimbursed draws
under the Surety Bond) and (iv) the product of (A) the Carrying Charges payable
on such date times (B) the Series 1999-1 Percentage as of the immediately
preceding Distribution Date.
"Series 1999-1 Accrued Interest Account" has the meaning specified
in Section 2.1(b) of this Series Supplement.
"Series 1999-1 Adjusted Monthly Interest" means, (a) for the initial
Distribution Date, $7,265,328.22 and (b) for any other Distribution Date, the
sum of (i) with respect to the Series 1999-1 Interest Period ending on the day
preceding such Distribution Date, the sum of (A) an amount equal to the product
of (1) the Class A-1 Note Rate for such Series 1999-1 Interest Period, (2) the
Class A-1 Outstanding Principal Amount on the first day of such Series 1999-1
Interest Period, after giving effect to any principal payments made on such
date, and (3) a fraction, the numerator of which is the number of days in such
Series 1999-1 Interest Period and
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the denominator of which is 360, (B) an amount equal to the product of (1)
one-twelfth of the Class A-2 Note Rate and (2) the Class A-2 Outstanding
Principal Amount on the first day of such Series 1999-1 Interest Period, after
giving effect to any principal payments made on such date, and (C) an amount
equal to the product of (1) one-twelfth of the Class A-3 Note Rate and (2) the
Class A-3 Outstanding Principal Amount on the first day of such Series 1999-1
Interest Period, after giving effect to any principal payments made on such
date, and (ii) an amount equal to the amount of any unpaid Deficiency Amounts,
as of the preceding Distribution Date (together with any accrued interest on
such Deficiency Amounts).
"Series 0000-0 Xxxxxxxxx Hyundai/Isuzu/Subaru/Suzuki Amount" means,
as of any date of determination, an amount equal to the sum, rounded to the
nearest $100,000, of the following amounts to the extent that such amounts are
included in the definition of "Operating Lease Asset Amount" for such date: (i)
the Net Book Value of all Vehicles that are Eligible Vehicles leased under the
Operating Leases as of such date that were manufactured by Hyundai, Isuzu,
Subaru or Suzuki and not turned in to Hyundai, Isuzu, Subaru or Suzuki, as the
case may be, pursuant to its Manufacturer Program, if any, not delivered for
Auction pursuant to its Manufacturer Program, if any, or not otherwise sold or
deemed to be sold under the related Leasing Company Related Documents, plus (ii)
all amounts receivable by a Leasing Company as of such date (other than Excluded
Payments) from Hyundai, Isuzu, Subaru or Suzuki under Manufacturer Programs with
respect to Eligible Vehicles (other than Exchanged Vehicles) leased under the
Operating Leases (as of the applicable disposition date) that were manufactured
by Hyundai, Isuzu, Subaru or Suzuki, as the case may be, and turned in to such
Manufacturers pursuant to any such Manufacturer Program or delivered for Auction
pursuant to any such Manufacturer Program and the aggregate of all Eligible
Receivables owned by a Leasing Company, financed under the related Leasing
Company Indenture and owed by Hyundai, Isuzu, Subaru or Suzuki under and in
accordance with a Manufacturer Program, plus (iii) with regard to Eligible
Vehicles leased under the Operating Leases (as of the applicable disposition
date) that were manufactured by Hyundai, Isuzu, Subaru or Suzuki that have been
delivered for Auction pursuant to a Manufacturer Program with Hyundai, Isuzu,
Subaru or Suzuki, as the case may be, all amounts receivable (other than amounts
specified in clause (ii) above) from any person or entity in connection with the
Auction of such Eligible Vehicles as of such date plus (iv) with regard to
Eligible Vehicles leased under the Operating Leases (as of the applicable
disposition date) that were manufactured by Hyundai, Isuzu, Subaru or Suzuki
that have been turned in to the Manufacturer, delivered for Auction or otherwise
sold, any Casualty Payments or Termination Payments with respect to such
Eligible Vehicles due and payable as of such date under the Operating Leases,
plus (v) with regard to Eligible Vehicles leased under the Operating Leases (as
of the applicable disposition date) that were manufactured by Hyundai, Isuzu,
Subaru or Suzuki that have been turned in to the Manufacturer, delivered for
Auction or otherwise sold, any accrued and unpaid Monthly Base Rent under the
Operating Leases (and, prior to the Transition Date, all accrued and unpaid
Monthly Supplemental Payments and Additional Base Rent under the Financing
Leases) with respect to such Eligible Vehicles (net of amounts set forth
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in clauses (ii), (iii) and (iv) above); provided, however, that as of any date
of determination prior to the Transition Date, the "Series 0000-0 Xxxxxxxxx
Xxxxxxx/Xxxxx/Xxxxxx/Xxxxxx Xxxxxx" shall be calculated based on the foregoing
amounts that are included in the definition of "Aggregate Asset Amount" for such
date and on the Eligible Receivables that were financed under all of the Leases
and the Leasing Company Indentures as of the date of determination and the
Eligible Vehicles that are leased, and were leased as of the applicable
disposition date, under all of the Leases and not only those Eligible
Receivables that were financed under the Leasing Company Indentures and those
Eligible Vehicles that are and were leased under the Operating Leases.
"Series 1999-1 ARG Liquidation Event" means, so long as such event
or condition continues, (i) the occurrence of an Event of Bankruptcy with
respect to ARG, any Leasing Company, the general partner of any Leasing Company,
any Lessee or Republic or (ii) any event or condition of the type specified in
clauses (a) through (n) of Article III of this Series Supplement that continues
for thirty (30) days (without double counting the cure period, if any, provided
therein); provided however, that any event or condition of the type specified in
clauses (a) through (j) or (m) or (n) of Article III of this Series Supplement
shall not constitute a Series 1999-1 ARG Liquidation Event if within such thirty
(30) day period, such Amortization Event shall have been cured, and, after such
cure is provided for, the Trustee shall have received the written consent of the
Surety Provider waiving the occurrence of such Series 1999-1 ARG Liquidation
Event.
"Series 1999-1 Available Cash Collateral Account Amount" means, as
of any date of determination, the amount on deposit in the Series 1999-1 Cash
Collateral Account (after giving effect to any deposits thereto and withdrawals
and releases therefrom on such date).
"Series 1999-1 Available Reserve Account Amount" means, as of any
date of determination, the amount on deposit in the Series 1999-1 Reserve
Account (after giving effect to any deposits thereto and withdrawals and
releases therefrom on such date).
"Series 1999-1 Cash Collateral Account" has the meaning specified in
Section 2.8(d) of this Series Supplement.
"Series 1999-1 Cash Collateral Account Collateral" has the meaning
specified in Section 2.8(a) of this Series Supplement.
"Series 1999-1 Cash Collateral Account Surplus" means, with respect
to any Distribution Date, the lesser of (a) the Series 1999-1 Available Cash
Collateral Account Amount and (b) the lesser of (A) the excess, if any, of the
Series 1999-1 Liquidity Amount over the Series 1999-1 Required Liquidity Amount
on such Distribution Date (after giving effect to any withdrawal from the Series
1999-1 Reserve Account on such Distribution Date) and (B) the excess, if any, of
the Series 1999-1 Required Enhancement Amount over the Series 1999-1 Enhancement
Amount on such Distribution Date (after giving effect to any withdrawal from the
Series 1999-1 Reserve Account on such Distribution Date); provided, however
that, on any date
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after the Series 1999-1 Letter of Credit Termination Date, the Series 1999-1
Cash Collateral Account Surplus shall mean the excess, if any, of (x) the Series
1999-1 Available Cash Collateral Account Amount over (y) the Series 1999-1
Demand Note Payment Amount minus the Pre-Preference Period Demand Note Payments
as of such date.
"Series 1999-1 Cash Collateral Percentage" means, as of any date of
determination, the percentage equivalent of a fraction, the numerator of which
is the Series 1999- 1 Available Cash Collateral Amount as of such date and the
denominator of which is the Series 1999-1 Letter of Credit Liquidity Amount as
of such date.
"Series 1999-1 Closing Date" means February 26, 1999.
"Series 1999-1 Collateral" means the Collateral, the Series 1999-1
Letter of Credit, the Series 1999-1 Demand Note, the Series 1999-1 Interest Rate
Cap, the Series 1999-1 Cash Collateral Account Collateral, the Series 1999-1
Distribution Account Collateral and the Series 1999-1 Reserve Account
Collateral.
"Series 1999-1 Collection Account" has the meaning specified in
Section 2.1(b) of this Series Supplement.
"Series 1999-1 Controlled Amortization Period" means the Class
A-1/A-2 Controlled Amortization Period or the Class A-3 Controlled Amortization
Period.
"Series 1999-1 Demand Note" means the demand note made by Republic
to ARG in the principal amount of $150,000,000, substantially in the form of
Exhibit B to this Series Supplement, as amended, modified or restated from time
to time.
"Series 1999-1 Demand Note Payment Amount" means, as of the Series
1999-1 Letter of Credit Termination Date, the aggregate amount of all proceeds
of demands made on the Series 1999-1 Demand Note pursuant to Section 2.5(b) or
(c) of this Series Supplement that were deposited into the Series 1999-1
Distribution Account and paid to the Series 1999-1 Noteholders during the one
year period ending on the Series 1999-1 Letter of Credit Termination Date;
provided, however that if an Event of Bankruptcy (or the occurrence of an event
described in clause (a) of the definition thereof, without the lapse of a period
of 60 consecutive days) with respect to Republic shall have occurred during such
one year period, the Series 1999-1 Demand Note Payment Amount as of the Series
1999-1 Letter of Credit Termination Date shall equal the Series 1999-1 Demand
Note Payment Amount as if it were calculated as of the date of such occurrence.
"Series 1999-1 Deposit Date" has the meaning specified in Section
2.2 of this Series Supplement.
"Series 1999-1 Distribution Account" has the meaning specified in
Section 2.9(a) of this Series Supplement.
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"Series 1999-1 Distribution Account Collateral" has the meaning
specified in Section 2.9(d) of this Series Supplement.
"Series 1999-1 Eligible Letter of Credit Provider" means (a) a
commercial bank having total assets in excess of $500,000,000, (b) a finance
company, insurance company or other financial institution that in the ordinary
course of business issues letters of credit and has total assets in excess of
$200,000,000 or (c) any other financial institution, in each case, satisfactory
to ARG and the Surety Provider and having, at the time of the issuance of the
related Series 1999-1 Letter of Credit, a long-term debt rating of at least "A+"
from S&P and at xxxxx "X0" from Xxxxx'x.
"Series 1999-1 Eligible Manufacturer Program" means, at any time, a
Manufacturer Program that is in full force and effect with a Series 1999-1
Eligible Program Manufacturer; provided that with respect to any new
Manufacturer Program (including a new model year Manufacturer Program of a
Series 1999-1 Eligible Program Manufacturer and a Manufacturer Program of a new
Manufacturer) that is proposed for consideration after the date hereof as a
Series 1999-1 Eligible Manufacturer Program, prior to such new Manufacturer
Program constituting a "Series 1999-1 Eligible Manufacturer Program" hereunder,
ARG shall have satisfied the Series 1999-1 Rating Agency Confirmation and
Consent Condition with respect to such Series 1999-1 Eligible Manufacturer
Program; and provided further that, if there is a material change to a
Manufacturer Program during a model year, ARG shall have satisfied the Series
1999-1 Rating Agency Confirmation and Consent Condition with respect to such
change prior to such Manufacturer Program, as changed, constituting a "Series
1999-1 Eligible Manufacturer Program."
"Series 1999-1 Eligible Non-Program Manufacturer" means (a) each
Manufacturer listed on Exhibit C-1 to this Series Supplement, and (b) any other
Manufacturer with respect to which ARG has satisfied the Series 1999-1 Rating
Agency Confirmation and Consent Condition, unless, in each case, (i) a
Manufacturer Event of Default has occurred pursuant to clause (i) of the
definition thereof with respect to such Manufacturer and such Manufacturer is
not generally paying its debts as they are due or (ii) such Manufacturer has
experienced an Event of Bankruptcy.
"Series 1999-1 Eligible Program Manufacturer" means (a) each
Manufacturer (i) (1) who is listed on Exhibit C-2 to this Series Supplement, (2)
who, at the time that the Manufacturer Program to which such Manufacturer is a
party is proposed for consideration as a Series 1999-1 Eligible Manufacturer
Program, is rated or whose parent is rated at least "BBB-" by S&P and "Baa3" by
Xxxxx'x and who is then acceptable to the Surety Provider (who has agreed not to
unreasonably withhold its acceptance of any such Manufacturer) or (3) with
respect to which ARG has satisfied the Series 1999-1 Rating Agency Confirmation
and Consent Condition, (ii) who has a Manufacturer Program and (iii) who has not
experienced a Manufacturer Event of Default which is continuing and (b) Nissan
so long as it (i) is rated at least "BBB-" by S&P and "Baa3" by Xxxxx'x, (ii)
has a Manufacturer Program and (iii) has not
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experienced a Manufacturer Event of Default which is continuing.
"Series 1999-1 Enhancement" means the Series 1999-1 Cash Collateral
Account Collateral, the Series 1999-1 Letters of Credit, the Series 1999-1
Overcollateralization Amount and the Series 1999-1 Reserve Account.
"Series 1999-1 Enhancement Amount" means, as of any date of
determination, the sum of (i) the Series 0000-0 Xxxxxxxxxxxxxxxxxxxxx Xxxxxx,
(xx) the Series 1999-1 Letter of Credit Amount and (iii) the Series 1999-1
Available Reserve Account Amount as of such date.
"Series 1999-1 Enhancement Deficiency" means, as of any date of
determination, the amount by which the Series 1999-1 Enhancement Amount is less
than the Series 1999-1 Required Enhancement Amount as of such date.
"Series 1999-1 Excess Collection Account" has the meaning specified
in Section 2.1(b) of this Series Supplement.
"Series 1999-1 Hyundai Amount" means, as of any date of
determination, an amount equal to the sum, rounded to the nearest $100,000, of
the following amounts to the extent that such amounts are included in the
definition of "Operating Lease Asset Amount" for such date: (i) the Net Book
Value of all Vehicles that are Eligible Vehicles leased under the Operating
Leases as of such date that were manufactured by Hyundai and not turned in to
Hyundai pursuant to its Manufacturer Program, if any, not delivered for Auction
pursuant to its Manufacturer Program, if any, or not otherwise sold or deemed to
be sold under the related Leasing Company Related Documents, plus (ii) all
amounts receivable by a Leasing Company as of such date (other than Excluded
Payments) from Hyundai under Manufacturer Programs with respect to Eligible
Vehicles (other than Exchanged Vehicles) leased under the Operating Leases (as
of the applicable disposition date) that were manufactured by Hyundai and turned
in to Hyundai pursuant to any such Manufacturer Program or delivered for Auction
pursuant to any such Manufacturer Program and the aggregate of all Eligible
Receivables owned by a Leasing Company, financed under the related Leasing
Company Indenture and owed by Hyundai under and accordance with a Manufacturer
Program, plus (iii) with regard to Eligible Vehicles leased under the Operating
Leases (as of the applicable disposition date) that were manufactured by Hyundai
that have been delivered for Auction pursuant to a Manufacturer Program with
Hyundai, all amounts receivable (other than amounts specified in clause (ii)
above) from any person or entity in connection with the Auction of such Eligible
Vehicles as of such date, plus (iv) with regard to Eligible Vehicles leased
under the Operating Leases (as of the applicable disposition date) that were
manufactured by Hyundai that have been turned in to the Manufacturer, delivered
for Auction or otherwise sold, any Casualty Payments or Termination Payments
with respect to such Eligible Vehicles due and payable as of such date under the
Operating Leases, plus (v) with regard to Eligible Vehicles leased under the
Operating Leases (as of the applicable disposition date) that were manufactured
by Hyundai that have been turned in to the Manufacturer, delivered for Auction
or otherwise sold, any accrued and unpaid Monthly Base Rent under the Operating
Leases (and, prior to the Transition Date, all accrued and unpaid
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Monthly Supplemental Payments and Additional Base Rent under the Financing
Leases) with respect to such Eligible Vehicles (net of amounts set forth in
clauses (ii), (iii) and (iv) above); provided, however, that as of any date of
determination prior to the Transition Date, the "Series 1999-1 Hyundai Amount"
shall be calculated based on the foregoing amounts that are included in the
definition of "Aggregate Asset Amount" for such date and on the Eligible
Receivables that were financed under all of the Leases and the Leasing Company
Indentures as of the date of determination and the Eligible Vehicles that are
leased, and were leased as of the applicable disposition date, under all of the
Leases and not only those Eligible Receivables that were financed under the
Leasing Company Indentures and those Eligible Vehicles that are and were leased
under the Operating Leases.
"Series 1999-1 Initial Invested Amount" means the sum of the Class
A-1 Initial Invested Amount, the Class A-2 Initial Invested Amount and the Class
A-3 Initial Invested Amount.
"Series 1999-1 Interest Period" means a period commencing on and
including a Distribution Date and ending on and including the day preceding the
next succeeding Distribution Date; provided, however, that the initial Series
1999-1 Interest Period shall commence on and include the Series 1999-1 Closing
Date and end on and include March 21, 1999.
"Series 1999-1 Interest Rate Cap" means Rate Cap Transaction
Agreement, dated as of February 23, 1999, between ARG and ABN AMRO Bank N.V.,
Chicago Branch, substantially in the form of Exhibit D to this Series
Supplement.
"Series 1999-1 Invested Amount" means, as of any date of
determination, the sum of the Class A-1 Invested Amount, the Class A-2 Invested
Amount and the Class A-3 Invested Amount as of such date.
"Series 1999-1 Invested Percentage" means as of any date of
determination:
(a) when used with respect to Principal Collections, the
percentage equivalent (which percentage shall never exceed 100%) of a
fraction, the numerator of which is equal to the sum of the Series
1999-1 Invested Amount and the Series 1999-1 Overcollateralization
Amount, determined during the Series 1999-1 Revolving Period as of the
end of the Related Month (or, until the end of the initial Related
Month, on the Series 1999-1 Closing Date), or, during the Series 1999-1
Controlled Amortization Period and the Series 1999-1 Rapid Amortization
Period, as of the end of the Series 1999-1 Revolving Period, and the
denominator of which is the greater of (I) the Aggregate Asset Amount
as of the end of the Related Month or, until the end of the initial
Related Month, as of the Series 1999-1 Closing Date, and (II) as of the
same date as in clause (I), the Required Aggregate Asset Amount; and
(b) when used with respect to Interest Collections, the
percentage equivalent
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(which percentage shall never exceed 100%) of a fraction, the numerator
of which is the Series 1999-1 Accrued Amounts on such date of
determination, and the denominator of which is the aggregate Accrued
Amounts with respect to all Series of Notes on such date of
determination.
"Series 1999-1 Isuzu Amount" means, as of any date of determination,
an amount equal to the sum, rounded to the nearest $100,000, of the following
amounts to the extent that such amounts are included in the definition of
"Operating Lease Asset Amount" for such date: (i) the Net Book Value of all
Vehicles that are Eligible Vehicles leased under the Operating Leases as of such
date that were manufactured by Isuzu and not turned in to Isuzu pursuant to its
Manufacturer Program, if any, not delivered for Auction pursuant to pursuant to
its Manufacturer Program, if any, or not otherwise sold or deemed to be sold
under the related Leasing Company Related Documents, plus (ii) all amounts
receivable by a Leasing Company as of such date (other than Excluded Payments)
from Isuzu under Manufacturer Programs with respect to Eligible Vehicles (other
than Exchanged Vehicles) leased under the Operating Leases (as of the applicable
disposition date) that were manufactured by Isuzu and turned in to Isuzu
pursuant to any such Manufacturer Program or delivered for Auction pursuant to
any such Manufacturer Program and the aggregate of all Eligible Receivables
owned by a Leasing Company, financed under the related Leasing Company Indenture
and owed by Isuzu under and accordance with a Manufacturer Program, plus (iii)
with regard to Eligible Vehicles leased under the Operating Leases (as of the
applicable disposition date) that were manufactured by Isuzu that have been
turned in to the Manufacturer, delivered for Auction or otherwise sold, all
amounts receivable (other than amounts specified in clause (ii) above) from any
person or entity in connection with the Auction of such Eligible Vehicles as of
such date, plus (iv) with regard to Eligible Vehicles leased under the Operating
Leases (as of the applicable disposition date) that were manufactured by Isuzu
that have been turned in to the Manufacturer, delivered for Auction or otherwise
sold, any Casualty Payments or Termination Payments with respect to such
Eligible Vehicles due and payable as of such date under the Operating Leases,
plus (v) with regard to Eligible Vehicles leased under the Operating Leases (as
of the applicable disposition date) that were manufactured by Isuzu that have
been turned in to the Manufacturer, delivered for Auction or otherwise sold, any
accrued and unpaid Monthly Base Rent under the Operating Leases (and, prior to
the Transition Date, all accrued and unpaid Monthly Supplemental Payments and
Additional Base Rent under the Financing Leases) with respect to such Eligible
Vehicles (net of amounts set forth in clauses (ii), (iii) and (iv) above);
provided, however, that as of any date of determination prior to the Transition
Date, the "Series 1999-1 Isuzu Amount" shall be calculated based on the
foregoing amounts that are included in the definition of "Aggregate Asset
Amount" for such date and on the Eligible Receivables that were financed under
all of the Leases and the Leasing Company Indentures as of the date of
determination and the Eligible Vehicles that are leased, and were leased as of
the applicable disposition date, under all of the Leases and not only those
Eligible Receivables that were financed under the Leasing Company Indentures and
those Eligible Vehicles that are and were leased under the Operating Leases.
"Series 1999-1 Lease Payment Deficit" means on any Distribution Date
an amount equal to the excess, if any, of the aggregate amount of Interest
Collections and Principal
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Collections which pursuant to Section 2.2(a), (b), (c), (d) or (e) of this
Series Supplement would have been allocated to the Series 1999-1 Noteholders if
all payments required under the Leases to have been made during the period from
and excluding the immediately preceding Distribution Date to and including such
Distribution Date were made in full, over the aggregate amount of Interest
Collections and Principal Collections which pursuant to Section 2.2(a), (b),
(c), (d) or (e) of this Series Supplement have been allocated to the Series
1999-1 Noteholders during such period. For this purpose, amounts paid or
determined pursuant to Section 2.2(a)(ii), (b)(ii), (c)(ii), (d)(ii) and (e)(ii)
of this Series Supplement shall be deemed allocated to the Series 1999-1
Noteholders.
"Series 1999-1 Letter of Credit" means an irrevocable letter of
credit, substantially in the form of Exhibit E to this Series Supplement issued
by a Series 1999-1 Eligible Letter of Credit Provider in favor of the Trustee
for the benefit of the Series 1999-1 Noteholders.
"Series 1999-1 Letter of Credit Amount" means, as of any date of
determination, the lesser of (a) the sum of (i) the aggregate amount available
to be drawn on such date under the Series 1999-1 Letters of Credit, as specified
therein, and (ii) if the Series 1999-1 Cash Collateral Account has been
established and funded pursuant to Section 2.8 of this Series Supplement, the
Series 1999-1 Available Cash Collateral Account Amount on such date and (b) the
outstanding principal amount of the Series 1999-1 Demand Note on such date.
"Series 1999-1 Letter of Credit Expiration Date" means, with respect
to any Series 1999-1 Letter of Credit, the expiration date set forth in such
Series 1999-1 Letter of Credit, as such date may be extended in accordance with
the terms of such Series 1999-1 Letter of Credit.
"Series 1999-1 Letter of Credit Liquidity Amount" means, as of any
date of determination, (a) the amount available to be drawn on such date under
the Series 1999-1 Letters of Credit, as specified therein, and (b) if the Series
1999-1 Cash Collateral Account has been established and funded pursuant to
Section 2.8 of this Series Supplement, the Series 1999-1 Available Cash
Collateral Account Amount on such date.
"Series 1999-1 Letter of Credit Provider" means the issuer of a
Series 1999-1 Letter of Credit.
"Series 1999-1 Letter of Credit Termination Date" means the first to
occur of (a) the date on which the Series 1999-1 Notes are fully paid and the
Surety Provider has been paid all Surety Provider Fees and all other Surety
Provider Reimbursement Amounts then due and (b) the Series 1999-1 Termination
Date.
"Series 1999-1 Liquidity Amount" means, as of any date of
determination, the sum of (a) the amount available to be drawn on such date
under the Series 1999-1 Letters of Credit, as specified therein, (b) if the
Series 1999-1 Cash Collateral Account has been established
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and funded pursuant to Section 2.8 of this Series Supplement, the Series 1999-1
Available Cash Collateral Account Amount on such date and (c) the Series 1999-1
Available Reserve Account Amount on such date.
"Series 1999-1 Maximum Aggregate Hyundai/Isuzu/Subaru/Suzuki Amount"
means, as of any day, with respect to Hyundai, Isuzu, Subaru and Suzuki, in the
aggregate, an amount equal to 15% of the Operating Lease Asset Amount on such
day; provided, however, that as of any day prior to the Transition Date, the
"Series 1999-1 Maximum Aggregate Hyundai/Isuzu/Subaru/Suzuki Amount" shall equal
15% of the Aggregate Asset Amount.
"Series 1999-1 Maximum Amount" means any of the Series 1999-1
Maximum Aggregate Hyundai/Isuzu/Subaru/Suzuki Amount, the Series 1999-1 Maximum
Individual Hyundai/Isuzu/Subaru/Suzuki Amount, the Series 1999-1 Maximum Mazda
Amount, the Series 1999-1 Maximum Mazda Program Vehicle Amount, the Series
1999-1 Maximum Mitsubishi Amount, the Series 1999-1 Maximum Nissan Amount, the
Series 1999-1 Maximum Non-Eligible Manufacturer Amount or the Series 1999-1
Maximum Non-Program Vehicle Amount.
"Series 1999-1 Maximum Individual Hyundai/Isuzu/Subaru/Suzuki
Amount" means, as of any day, with respect to Hyundai, Isuzu, Subaru or Suzuki,
individually, an amount equal to 5% of the Operating Lease Asset Amount on such
day; provided, however, that as of any day prior to the Transition Date, the
"Series 1999-1 Maximum Individual Hyundai/Isuzu/Subaru/Suzuki Amount" shall
equal 5% of the Aggregate Asset Amount.
"Series 1999-1 Maximum Mazda Amount" means, as of any day, an amount
equal to 20% of the Operating Lease Asset Amount on such day; provided, however,
that as of any day prior to the Transition Date, the "Series 1999-1 Maximum
Mazda Amount" shall equal 20% of the Aggregate Asset Amount..
"Series 1999-1 Maximum Mazda Program Vehicle Amount" means, as of
any day, an amount equal to (a) if Mazda is rated at least "BBB-" by Standard &
Poor's and "Baa3" by Xxxxx'x, 20%of the Operating Lease Asset Amount on such day
and (b) if Mazda is not rated at least "BBB-" by Standard & Poor's and "Baa3" by
Xxxxx'x, 2% of the Operating Lease Asset Amount on such day; provided, however,
that as of any day prior to the Transition Date, the "Series 1999-1 Maximum
Mazda Program Vehicle Amount" shall be calculated based on either 20% or 2%, as
the case may be, of the Aggregate Asset Amount.
"Series 1999-1 Maximum Mitsubishi Amount" means, as of any day, an
amount equal to 20% of the Operating Lease Asset Amount on such day; provided,
however, that as of any day prior to the Transition Date, the "Series 1999-1
Maximum Mitsubishi Amount" shall equal 20% of the Aggregate Asset Amount..
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"Series 1999-1 Maximum Nissan Amount" means, as of any day, an
amount equal to 20% of the Operating Lease Asset Amount on such day; provided,
however, that as of any day prior to the Transition Date, the "Series 1999-1
Maximum Nissan Amount" shall equal 20% of the Aggregate Asset Amount..
"Series 1999-1 Maximum Non-Eligible Manufacturer Amount" means, as
of any day, an amount equal to 3% of the Operating Lease Asset Amount on such
day; provided, however, that as of any day prior to the Transition Date, the
"Series 1999-1 Maximum Non-Eligible Manufacturer Amount" shall equal 3% of the
Aggregate Asset Amount.
"Series 1999-1 Maximum Non-Program Vehicle Amount" means, as of any
day, an amount equal to the Series 1999-1 Maximum Non-Program Vehicle Percentage
of the Operating Lease Asset Amount on such day; provided, however, that as of
any day prior to the Transition Date, the "Series 1999-1 Maximum Non-Program
Vehicle Amount" shall equal the Series 1999-1 Maximum Non-Program Vehicle
Percentage of the Aggregate Asset Amount.
"Series 1999-1 Maximum Non-Program Vehicle Percentage" means 50% or
such lesser percentage as may be agreed to in writing by ARG and the Surety
Provider (initially 30%) on or after the Series 1999-1 Closing Date, with prompt
written notice thereof delivered by ARG to the Trustee.
"Series 1999-1 Mazda Amount" means, as of any date of determination,
an amount equal to the sum, rounded to the nearest $100,000, of the following
amounts to the extent that such amounts are included in the definition of
"Operating Lease Asset Amount" for such date: (i) the Net Book Value of all
Vehicles that are Eligible Vehicles leased under the Operating Leases as of such
date that were manufactured by Mazda and not turned in to Mazda pursuant to its
Manufacturer Program, if any, not delivered for Auction pursuant to its
Manufacturer Program, if any, or not otherwise sold or deemed to be sold under
the related Leasing Company Related Documents, plus (ii) all amounts receivable
by a Leasing Company as of such date (other than Excluded Payments) from Mazda
under Manufacturer Programs with respect to Eligible Vehicles (other than
Exchanged Vehicles) leased under the Operating Leases (as of the applicable
disposition date) that were manufactured by Mazda and turned in to Mazda
pursuant to any such Manufacturer Program or delivered for Auction pursuant to
any such Manufacturer Program and the aggregate of all Eligible Receivables
owned by a Leasing Company, financed under the related Leasing Company Indenture
and owed by Mazda under and accordance with a Manufacturer Program, plus (iii)
with regard to Eligible Vehicles leased under the Operating Leases (as of the
applicable disposition date) that were manufactured by Mazda that have been
turned in to the Manufacturer, delivered for Auction or otherwise sold, all
amounts receivable (other than amounts specified in clause (ii) above) from any
person or entity in connection with the Auction of such Eligible Vehicles as of
such date, plus (iv) with regard to Eligible Vehicles leased under the Operating
Leases (as of the applicable disposition date) that were manufactured by Mazda
that have been turned in to the Manufacturer, delivered for Auction or otherwise
sold, any Casualty Payments or Termination Payments with respect to such
Eligible Vehicles due and payable as of such date under the Operating Leases,
plus (v) with regard to Eligible Vehicles
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leased under the Operating Leases (as of the applicable disposition date) that
were manufactured by Mazda that have been turned in to the Manufacturer,
delivered for Auction or otherwise sold, any accrued and unpaid Monthly Base
Rent under the Operating Leases (and, prior to the Transition Date, all accrued
and unpaid Monthly Supplemental Payments and Additional Base Rent under the
Financing Leases) with respect to such Eligible Vehicles (net of amounts set
forth in clauses (ii), (iii) and (iv) above); provided, however, that as of any
date of determination prior to the Transition Date, the "Series 1999-1 Mazda
Amount" shall be calculated based on the foregoing amounts that are included in
the definition of "Aggregate Asset Amount" for such date and on the Eligible
Receivables that were financed under all of the Leases and the Leasing Company
Indentures as of the date of determination and the Eligible Vehicles that are
leased, and were leased as of the applicable disposition date, under all of the
Leases and not only those Eligible Receivables that were financed under the
Leasing Company Indentures and those Eligible Vehicles that are and were leased
under the Operating Leases.
"Series 1999-1 Mazda Program Vehicle Amount" means, as of any date
of determination, an amount equal to the sum, rounded to the nearest $100,000,
of the following amounts to the extent that such amounts are included in the
definition of "Operating Lease Asset Amount" for such date: (i) the Net Book
Value of all Series 1999-1 Program Vehicles that are Eligible Vehicles leased
under the Operating Leases as of such date that were manufactured by Mazda and
not turned in to Mazda pursuant to its Manufacturer Program, if any, or
delivered for Auction pursuant to its Manufacturer Program, if any, or not
otherwise sold or deemed to be sold under the related Leasing Company Related
Documents, plus (ii) all amounts receivable by a Leasing Company as of such date
(other than Excluded Payments) from Mazda under Manufacturer Programs with
respect to Eligible Vehicles (other than Exchanged Vehicles) leased under the
Operating Leases (as of the applicable disposition date) that were manufactured
by Mazda and turned in to Mazda pursuant to any such Manufacturer Program or
delivered for Auction pursuant to any Manufacturer Program and the aggregate of
all Eligible Receivables owned by a Leasing Company, financed under the related
Leasing Company Indenture and owed by Mazda under and accordance with a
Manufacturer Program, plus (iii) with regard to Eligible Vehicles that were
Series 1999-1 Program Vehicles leased under the Operating Leases (as of the
applicable disposition date) that were manufactured by Mazda that have been
delivered for Auction, all amounts receivable (other than amounts specified in
clause (ii) above) from any person or entity in connection with the Auction of
such Eligible Vehicles as of such date, plus (iv) with regard to Eligible
Vehicles that were Series 1999-1 Program Vehicles leased under the Operating
Leases (as of the applicable disposition date) that were manufactured by Mazda
that have been turned in to the Manufacturer, delivered for Auction or otherwise
sold, any Casualty Payments or Termination Payments with respect to such
Eligible Vehicles due an payable as of such date under the Operating Leases,
plus (v) with regard to Eligible Vehicles that were Series 1999-1 Program
Vehicles leased under the Operating Leases (as of the applicable disposition
date) that were manufactured by Mazda that have been turned in to the
Manufacturer, delivered for Auction or otherwise sold, any accrued and unpaid
Monthly Base Rent under the Operating
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Leases (and, prior to the Transition Date, all accrued and unpaid Monthly
Supplemental Payments and Additional Base Rent under the Financing Leases) with
respect to such Eligible Vehicles (net of amounts set forth in clauses (ii),
(iii) and (iv) above); provided, however, that as of any date of determination
prior to the Transition Date, the "Series 1999-1 Mazda Program Vehicle Amount"
shall be calculated based on the foregoing amounts that are included in the
definition of "Aggregate Asset Amount" for such date and on the Eligible
Receivables that were financed under all of the Leases and the Leasing Company
Indentures as of the date of determination and the Eligible Vehicles that are
leased, and were leased as of the applicable disposition date, under all of the
Leases and not only those Eligible Receivables that were financed under the
Leasing Company Indentures and those Eligible Vehicles that are and were leased
under the Operating Leases.
"Series 1999-1 Mitsubishi Amount" means, as of any date of
determination, an amount equal to the sum, rounded to the nearest $100,000, of
the following amounts to the extent that such amounts are included in the
definition of "Operating Lease Asset Amount" for such date: (i) the Net Book
Value of all Vehicles that are Eligible Vehicles leased under the Operating
Leases as of such date that were manufactured by Mitsubishi and not turned in to
Mitsubishi pursuant to its Manufacturer Program, if any, not delivered for
Auction pursuant to its Manufacturer Program, if any, or not otherwise sold or
deemed to be sold under the related Leasing Company Related Documents, plus (ii)
all amounts receivable by a Leasing Company as of such date (other than Excluded
Payments) from Mitsubishi under Manufacturer Programs with respect to Eligible
Vehicles (other than Exchanged Vehicles) leased under the Operating Leases (as
of the applicable disposition date) that were manufactured by Mitsubishi and
turned in to Mitsubishi pursuant to any such Manufacturer Program or delivered
for Auction pursuant to any such Manufacturer Program and the aggregate of all
Eligible Receivables owned by a Leasing Company, financed under the related
Leasing Company Indenture and owed by Mitsubishi under and accordance with a
Manufacturer Program, plus (iii) with regard to Eligible Vehicles leased under
the Operating Leases (as of the applicable disposition date) that were
manufactured by Mitsubishi that have been turned in to the Manufacturer,
delivered for Auction or otherwise sold, all amounts receivable (other than
amounts specified in clause (ii) above) from any person or entity in connection
with the Auction of such Eligible Vehicles as of such date, plus (iv) with
regard to Eligible Vehicles leased under the Operating Leases (as of the
applicable disposition date) that were manufactured by Mitsubishi that have been
turned in to the Manufacturer, delivered for Auction or otherwise sold, any
Casualty Payments or Termination Payments with respect to such Eligible Vehicles
due and payable as of such date under the Operating Leases, plus (v) with regard
to Eligible Vehicles leased under the Operating Leases (as of the applicable
disposition date) that were manufactured by Mitsubishi that have been turned in
to the Manufacturer, delivered for Auction or otherwise sold, any accrued and
unpaid Monthly Base Rent under the Operating Leases (and, prior to the
Transition Date, all accrued and unpaid Monthly Supplemental Payments and
Additional Base Rent under the Financing Leases) with respect to such Eligible
Vehicles (net of amounts set forth in clauses (ii), (iii) and (iv) above);
provided, however, that as of any date of determination prior to the Transition
Date, the "Series 1999-1 Mitsubishi Amount" shall be calculated based on the
foregoing amounts that are included in the definition of "Aggregate Asset
Amount" for such date and on the Eligible Receivables that
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27
were financed under all of the Leases and the Leasing Company Indentures as of
the date of determination and the Eligible Vehicles that are leased, and were
leased as of the applicable disposition date, under all of the Leases and not
only those Eligible Receivables that were financed under the Leasing Company
Indentures and those Eligible Vehicles that are and were leased under the
Operating Leases.
"Series 1999-1 Monthly Interest" means, with respect to any Series
1999-1 Interest Period, the sum of Class A-1 Monthly Interest, Class A-2 Monthly
Interest and Class A-3 Monthly Interest for such Series 1999-1 Interest Period.
"Series 1999-1 Nissan Amount" means, as of any date of
determination, an amount equal to the sum, rounded to the nearest $100,000, of
the following amounts to the extent that such amounts are included in the
definition of "Operating Lease Asset Amount" for such date: (i) the Net Book
Value of all Vehicles that are Eligible Vehicles leased under the Operating
Leases as of such date that were manufactured by Nissan and not turned in to
Nissan pursuant to its Manufacturer Program, if any, not delivered for Auction
pursuant to its Manufacturer Program, if any, or not otherwise sold or deemed to
be sold under the related Leasing Company Related Documents, plus (ii) all
amounts receivable by a Leasing Company as of such date (other than Excluded
Payments) from Nissan under Manufacturer Programs with respect to Eligible
Vehicles (other than Exchanged Vehicles) leased under the Operating Leases (as
of the applicable disposition date) that were manufactured by Nissan and turned
in to Nissan pursuant to any such Manufacturer Program or delivered for Auction
pursuant to any such Manufacturer Program and the aggregate of all Eligible
Receivables owned by a Leasing Company, financed under the related Leasing
Company Indenture and owed by Nissan under and accordance with a Manufacturer
Program, plus (iii) with regard to Eligible Vehicles leased under the Operating
Leases (as of the applicable disposition date) that were manufactured by Nissan
that have been turned in to the Manufacturer, delivered for Auction or otherwise
sold, all amounts receivable (other than amounts specified in clause (ii) above)
from any person or entity in connection with the Auction of such Eligible
Vehicles as of such date, plus (iv) with regard to Eligible Vehicles leased
under the Operating Leases (as of the applicable disposition date) that were
manufactured by Nissan that have been turned in to the Manufacturer, delivered
for Auction or otherwise sold, any Casualty Payments or Termination Payments
with respect to such Eligible Vehicles due and payable as of such date under the
Operating Leases, plus (v) with regard to Eligible Vehicles leased under the
Operating Leases (as of the applicable disposition date) that were manufactured
by Nissan that have been turned in to the Manufacturer, delivered for Auction or
otherwise sold, any accrued and unpaid Monthly Base Rent under the Operating
Leases (and, prior to the Transition Date, all accrued and unpaid Monthly
Supplemental Payments and Additional Base Rent under the Financing Leases) with
respect to such Eligible Vehicles (net of amounts set forth in clauses (ii),
(iii) and (iv) above); provided, however, that as of any date of determination
prior to the Transition Date, the "Series 1999-1 Nissan Amount" shall be
calculated based on the foregoing amounts that are included in the definition of
"Aggregate Asset Amount" for such date
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and on the Eligible Receivables that were financed under all of the Leases and
the Leasing Company Indentures as of the date of determination and the Eligible
Vehicles that are leased, and were leased as of the applicable disposition date,
under all of the Leases and not only those Eligible Receivables that were
financed under the Leasing Company Indentures and those Eligible Vehicles that
are and were leased under the Operating Leases.
"Series 1999-1 Non-Eligible Manufacturer Amount" means, as of any
date of determination, an amount equal to the sum, rounded to the nearest
$100,000, of the following amounts to the extent that such amounts are included
in the definition of "Operating Lease Asset Amount" for such date: (i) the Net
Book Value of all Vehicles that are Eligible Vehicles leased under the Operating
Leases as of such date that were manufactured by Manufacturers other than Series
1999-1 Eligible Program Manufacturers or Series 1999-1 Eligible Non-Program
Manufacturers and not turned in to the Manufacturer thereof pursuant to its
Manufacturer Program, if any, not delivered for Auction pursuant to its
Manufacturer Program, if any, or not otherwise sold or deemed to be sold under
the related Leasing Company Related Documents, plus (ii) with regard to Eligible
Vehicles leased under the Operating Leases (as of the applicable disposition
date) that were manufactured by Manufacturers other than Series 1999-1 Eligible
Program Manufacturers or Series 1999-1 Eligible Non-Program Manufacturers that
have been turned in to the Manufacturer, delivered for Auction or otherwise
sold, any Casualty Payments or Termination Payments with respect to such
Eligible Vehicles due and payable on such date under the Operating Leases, plus
(iii) with regard to Eligible Vehicles leased under the Operating Leases (as of
the applicable disposition date) that were manufactured by Manufacturers other
than Series 1999-1 Eligible Program Manufacturers or Series 1999-1 Eligible
Non-Program Manufacturers that have been turned in to the Manufacturer,
delivered for Auction or otherwise sold, any accrued and unpaid Monthly Base
Rent under the Operating Leases (and, prior to the Transition Date, all accrued
and unpaid Monthly Supplemental Payments and Additional Base Rent under the
Financing Leases) with respect to such Eligible Vehicles (net of amounts set
forth in clause (ii) above); provided, however, that as of any date of
determination prior to the Transition Date, the "Series 1999-1 Non-Eligible
Manufacturer Amount" shall be calculated based on the foregoing amounts that are
included in the definition of "Aggregate Asset Amount" for such date and on the
Eligible Vehicles that are leased and were leased as of the applicable
disposition date under all of the Leases and not only those Eligible Vehicles
that are and were leased under the Operating Leases.
"Series 1999-1 Non-Program Vehicle" means a Vehicle that is not
subject to a Series 1999-1 Eligible Manufacturer Program.
"Series 1999-1 Non-Program Vehicle Amount" means, as of any date of
determination, an amount equal to the sum, rounded to the nearest $100,000, of
the following amounts to the extent that such amounts are included in the
definition of "Operating Lease Asset Amount" for such date: (i) the Net Book
Value of all Series 1999-1 Non-Program Vehicles that are Eligible Vehicles
leased under the Operating Leases as of such date and not turned in to the
Manufacturer thereof pursuant to its Manufacturer Program, if any, not delivered
for Auction pursuant to its Manufacturer Program, if any, or not otherwise sold
or deemed to be sold under
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the related Leasing Company Related Documents, plus (ii) with regard to Eligible
Vehicles that were Series 1999-1 Non-Program Vehicles leased under the Operating
Leases (as of the applicable disposition date) that have been turned in to the
Manufacturer, delivered for Auction or otherwise sold, any Casualty Payments or
Termination Payments with respect to such Eligible Vehicles due and payable as
of such date under the Operating Leases, plus (iii) with regard to Eligible
Vehicles that were Series 1999-1 Non-Program Vehicles leased under the Operating
Leases (as of the applicable disposition date) that have been turned in to the
Manufacturer, delivered for Auction or otherwise sold, any accrued and unpaid
Monthly Base Rent under the Operating Leases (and, prior to the Transition Date,
all accrued and unpaid Monthly Supplemental Payments and Additional Base Rent
under the Financing Leases) with respect to such Eligible Vehicles (net of
amounts set forth in clause (ii) above); provided, however, that as of any date
of determination prior to the Transition Date, the "Series 1999-1 Non-Program
Vehicle Amount" shall be calculated based on the foregoing amount that are
included in the definition of "Aggregate Asset Amount" for such date and on the
Eligible Vehicles that are leased and were leased as of the applicable
disposition date under all of the Leases and not only those Eligible Vehicles
that are and were leased under the Operating Leases.
"Series 1999-1 Non-Program Vehicle Market Value Adjustment
Percentage" means, as of any date of determination, the sum of (a) the product
of (i) the Newer Series 1999-1 Non-Program Vehicle Market Value Adjustment
Percentage as of such date and (ii) the Newer Series 1999-1 Non-Program Vehicle
Percentage as of such date, (b) the product of (i) the Older Series 1999-1
Non-Program Vehicle Market Value Adjustment Percentage as of such date and (ii)
the Older Series 1999-1 Non-Program Vehicle Percentage as of such date and (c)
the product of (i) the Bankrupt Manufacturer Series 1999-1 Market Value
Adjustment Percentage as of such date and (ii) the Bankrupt Manufacturer Series
1999-1 Non-Program Vehicle Percentage as of such date.
"Series 1999-1 Non-Program Vehicle Percentage" means, as of any date
of determination, the percentage equivalent of a fraction, the numerator of
which is the Series 1999-1 Non-Program Vehicle Amount as of such date and the
denominator of which is the Operating Lease Asset Amount as of such date;
provided, however, that as of any day prior to the Transition Date, the "Series
1999-1 Non-Program Vehicle Percentage" will equal the percentage equivalent of a
fraction, the numerator of which is the Series 1999-1 Non-Program Vehicle Amount
and the denominator of which is the Aggregate Asset Amount.
"Series 1999-1 Note Rate" means the Class A-1 Note Rate, the Class
A-2 Note Rate or the Class A-3 Note Rate, as the context may require.
"Series 1999-1 Noteholders" means, collectively, the Class A-1
Noteholders, the Class A-2 Noteholders and the Class A-3 Noteholders.
"Series 1999-1 Notes" means, collectively, the Class A-1 Notes, the
Class A-2 Notes and the Class A-3 Notes.
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"Series 1999-1 Operating Lease Asset Amount" means, as of any date
of determination, the product of (a) the Series 1999-1 Operating Lease
Percentage as of such date and (b) the Operating Lease Asset Amount as of such
date.
"Series 1999-1 Operating Lease Percentage" means, as of any date of
determination, the percentage equivalent of a fraction, the numerator of which
is the Series 1999-1 Required Operating Lease Asset Amount as of such date and
the denominator of which is the sum of the Required Operating Lease Asset
Amounts for all Series of Notes as of such date.
"Series 1999-1 Outstanding Principal Amount" means, as of any date
of determination, the sum of the Class A-1 Outstanding Principal Amount, the
Class A-2 Outstanding Principal Amount and the Class A-3 Outstanding Principal
Amount as of such date.
"Series 1999-1 Overcollateralization Amount" means (i) as of any
date prior to the Transition Date (A) on which no Aggregate Asset Amount
Deficiency exists, the Series 1999-1 Required Overcollateralization Amount as of
such date or (B) on which an Aggregate Asset Amount Deficiency exists, the
excess, if any, of (1) the product of the Aggregate Asset Amount and the
percentage equivalent of a fraction, the numerator of which is the sum of the
Series 1999-1 Invested Amount and the Series 1999-1 Required
Overcollateralization as of such date and the denominator of which is the
Required Aggregate Asset Amount as of such date over (2) the Series 1999-1
Invested Amount as of such date and (ii) as of the Transition Date or any date
thereafter (A) on which no Operating Lease Asset Amount Deficiency exists, the
Series 1999-1 Required Overcollateralization Amount as of such date or (B) on
which an Operating Lease Asset Amount Deficiency exists, the excess, if any, of
the Series 1999-1 Operating Lease Asset Amount over the Series 1999-1 Invested
Amount as of such date.
"Series 1999-1 Percentage" means, as of any date of determination,
the percentage equivalent of a fraction, the numerator of which is the Series
1999-1 Invested Amount as of such date and the denominator of which is the sum
of the Invested Amounts for all Series of Notes as of such date.
"Series 1999-1 Principal Allocation" has the meaning specified in
Section 2.2(a)(ii) of this Series Supplement.
"Series 1999-1 Program Vehicle" means a Vehicle subject to a Series
1999-1 Eligible Manufacturer Program.
"Series 1999-1 Program Vehicle Amount" means, as of any date of
determination, an amount equal to the sum, rounded to the nearest $100,000, of
the following amounts to the extent that such amount are included in the
definition of "Operating Lease Asset Amount" for such date: (i) the Net Book
Value of all Series 1999-1 Program Vehicles that are Eligible
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31
Vehicles leased under the Operating Leases as of such date and not turned in to
the Manufacturer thereof pursuant to its Manufacturer Program, if any, not
delivered for Auction pursuant to its Manufacturer Program, if any, or not
otherwise sold or deemed to be sold under the related Leasing Company Related
Documents, plus (ii) all amounts receivable by a Leasing Company as of such date
(other than Excluded Payments) from Manufacturers under Manufacturer Programs
with respect to Eligible Vehicles that were Series 1999-1 Program Vehicles
(other than Exchanged Vehicles) leased under the Operating Leases (as of the
applicable Disposition Date) and turned in to such Manufacturers pursuant to any
such Manufacturer Program or delivered for Auction pursuant to any Manufacturer
Program and the aggregate of all Eligible Receivables owned by a Leasing
Company, financed under the related Leasing Company Indenture and owed by Series
1999-1 Eligible Program Manufacturers under and accordance with a Manufacturer
Program, plus (iii) with regard to Eligible Vehicles that were Series 1999-1
Program Vehicles leased under the Operating Leases (as of the applicable
Disposition Date) that have been turned in to the Manufacturer, delivered for
Auction or otherwise sold, all amounts receivable (other than amounts specified
in clause (ii) above) from any person or entity in connection with the Auction
of such Eligible Vehicles as of such date, plus (iv) with regard to Eligible
Vehicles that were Series 1999-1 Program Vehicles leased under the Operating
Leases (as of the applicable Disposition Date) that have been turned in to the
Manufacturer, delivered for Auction or otherwise sold, any Casualty Payments or
Termination Payments with respect to such Eligible Vehicles due and payable as
of such date under the Operating Leases, plus (v) with regard to Eligible
Vehicles that were Series 1999-1 Program Vehicles leased under the Operating
Leases (as of the applicable Disposition Date) that have been turned in to the
Manufacturer, delivered for Auction or otherwise sold, any accrued and unpaid
Monthly Base Rent under the Operating Leases (and, prior to the Transition Date,
all accrued and unpaid Monthly Supplemental Payments and Additional Base Rent
under the Financing Leases) with respect to such Eligible Vehicles (net of
amounts set forth in clauses (ii), (iii) and (iv) above); provided, however,
that as of any date of determination prior to the Transition Date, the "Series
1999-1 Program Vehicle Amount" shall be calculated based on the foregoing
amounts that are included in the definition of "Aggregate Asset Amount" for such
date and on the Eligible Receivables that were financed under all of the Leases
and the Leasing Company Indentures as of the date of determination and the
Eligible Vehicles that are leased, and were leased as of the applicable
Disposition Date, under all of the Leases and not only those Eligible
Receivables that were financed under the Leasing Company Indentures and those
Eligible Vehicles that are and were leased under the Operating Leases.
"Series 1999-1 Program Vehicle Percentage" means, as of any date of
determination, the percentage equivalent of a fraction, the numerator of which
is the Series 1999- 1 Program Vehicle Amount as of such date and the denominator
of which is the Operating Lease Asset Amount as of such date; provided, however,
that as of any day prior to the Transition Date, the "Series 1999-1 Program
Vehicle Percentage" will equal the percentage equivalent of a fraction, the
numerator of which is the Series 1999-1 Program Vehicle Amount and the
denominator of which is the Aggregate Asset Amount.
"Series 1999-1 Rapid Amortization Period" means the period beginning
at the
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close of business on the Business Day immediately preceding the day on
which an Amortization Event is deemed to have occurred with respect to the
Series 1999-1 Notes and ending upon the earliest to occur of (i) the date on
which the Series 1999-1 Notes are fully paid and the Surety Provider has been
paid all Surety Provider Fees and all other Surety Provider Reimbursement
Amounts then due, (ii) the Series 1999-1 Termination Date and (iii) the
termination of the Indenture.
"Series 1999-1 Rating Agency Confirmation and Consent Condition"
means, with respect to the Series 1999-1 Notes and any action, that (i) each
Rating Agency shall have notified ARG, the Surety Provider and the Trustee in
writing that such action will not result in a reduction or withdrawal of the
rating (without regard to the presence of the Surety Bond in effect immediately
before the taking of such action) of the Series 1999-1 Notes and (ii) the Surety
Provider shall have consented in writing to such action.
"Series 1999-1 Rating Agency Confirmation Condition" means, with
respect to the Series 1999-1 Notes and any action, including the issuance of an
additional Series of Notes, that each Rating Agency shall have notified ARG, the
Surety Provider and the Trustee in writing that such action will not result in a
reduction or withdrawal of the rating (without regard to the presence of the
Surety Bond in effect immediately before the taking of such action) of the
Series 1999-1 Notes.
"Series 1999-1 Reimbursement Agreement" means the Series 1999-1
Letter of Credit Reimbursement Agreement, dated as of February 26, 1999, among
Republic, the Lessees, ARG and the Series 1999-1 Letter of Credit Providers, as
such agreement may be amended, supplemented, restated or otherwise modified from
time to time in accordance with the terms thereof.
"Series 0000-0 Xxxxxxxxxx Amount" has the meaning specified in
Section 7.1 of this Series Supplement.
"Series 1999-1 Required Asset Amount" means, as of any date of
determination prior to the Transition Date, the sum of the Series 1999-1
Invested Amount and the Series 1999-1 Required Overcollateralization Amount as
of such date.
"Series 1999-1 Required Enhancement Amount" means, as of any date of
determination, the sum of (i) the product of the Series 1999-1 Required
Enhancement Percentage as of such date and the Series 1999-1 Invested Amount as
of such date and (ii) the Series 1999-1 Required Enhancement Incremental Amount
as of such date; provided, however that, as of any date of determination after
the occurrence of a Series 1999-1 ARG Liquidation Event, the Series 1999-1
Required Enhancement Amount shall equal the lesser of (x) the Series 1999-1
Invested Amount and (y) the sum of (1) the product of the Series 1999-1 Required
Enhancement Percentage as of such date of determination and the Series 1999-1
Invested Amount as of the date of the occurrence of such Series 1999-1 ARG
Liquidation Event and (2) the Series 1999-1 Required Enhancement Incremental
Amount as of such date of determination.
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"Series 1999-1 Required Enhancement Incremental Amount" means
(i) as of the Series 1999-1 Closing Date, $0;
(ii) as of any date after the Series 1999-1 Closing Date and
prior to the Transition Date, the product of (A) the Series 1999-1
Transitional Percentage as of the immediately preceding Business Day
and (B) the sum of (1) the excess, if any, of the Series 1999-1
Non-Program Vehicle Amount over the Series 1999-1 Maximum Non-Program
Vehicle Amount as of such immediately preceding Business Day, (2) the
excess, if any, of the Series 1999-1 Hyundai Amount over the Series
1999-1 Maximum Individual Hyundai/Isuzu/Subaru/Suzuki Amount as of such
immediately preceding Business Day, (3) the excess, if any, of the
Series 1999-1 Isuzu Amount over the Series 1999-1 Maximum Individual
Hyundai/Isuzu/Subaru/Suzuki Amount as of such immediately preceding
Business Day, (4) the excess, if any, of the Series 1999-1 Mazda Amount
over the Series 1999-1 Maximum Mazda Amount as of such immediately
preceding Business Day, (5) the excess, if any, of the Series 1999-1
Mazda Program Vehicle Amount over the Series 1999-1 Maximum Mazda
Program Vehicle Amount as of such immediately preceding Business Day,
(6) the excess, if any, of the Series 1999-1 Mitsubishi Amount over the
Series 1999-1 Maximum Mitsubishi Amount as of such immediately
preceding Business Day, (7) the excess, if any, of the Series 1999-1
Nissan Amount over the Series 1999-1 Maximum Nissan Amount as of such
immediately preceding Business Day, (8) the excess, if any, of the
Series 1999-1 Subaru Amount over the Series 1999-1 Maximum Individual
Hyundai/Isuzu/Subaru/Suzuki Amount as of such immediately preceding
Business Day, (9) the excess, if any, of the Series 1999-1 Suzuki
Amount over the Series 1999-1 Maximum Individual
Hyundai/Isuzu/Subaru/Suzuki Amount as of such immediately preceding
Business Day, (10) the excess, if any, of the Series 0000-0 Xxxxxxxxx
Hyundai/Isuzu/Subaru/Suzuki Amount over the Series 1999-1 Maximum
Aggregate Hyundai/Isuzu/Subaru/Suzuki Amount as of such immediately
preceding Business Day and (11) the excess, if any, of the Series
1999-1 Non-Eligible Manufacturer Amount over the Series 1999-1 Maximum
Non-Eligible Manufacturer Amount as of such immediately preceding
Business Day; and
(iii) as of the Transition Date and any date thereafter, the
product of (A) the Series 1999-1 Operating Lease Percentage as of the
immediately preceding Business Day and (B) the sum of (1) the excess,
if any, of the Series 1999-1 Non-Program Vehicle Amount over the Series
1999-1 Maximum Non-Program Vehicle Amount as of such immediately
preceding Business Day, (2) the excess, if any, of the Series 1999-1
Hyundai Amount over the Series 1999-1 Maximum Individual
Hyundai/Isuzu/Subaru/Suzuki Amount as of such immediately preceding
Business Day, (3) the excess, if any, of the Series 1999-1 Isuzu Amount
over the Series 1999-1 Maximum Individual
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Hyundai/Isuzu/Subaru/Suzuki Amount as of such immediately preceding
Business Day, (4) the excess, if any, of the Series 1999-1 Mazda Amount
over the Series 1999-1 Maximum Mazda Amount as of such immediately
preceding Business Day, (5) the excess, if any, of the Series 1999-1
Mazda Program Vehicle Amount over the Series 1999-1 Maximum Mazda
Program Vehicle Amount as of such immediately preceding Business Day,
(6) the excess, if any, of the Series 1999-1 Mitsubishi Amount over the
Series 1999-1 Maximum Mitsubishi Amount as of such immediately
preceding Business Day, (7) the excess, if any, of the Series 1999-1
Nissan Amount over the Series 1999-1 Maximum Nissan Amount as of such
immediately preceding Business Day, (8) the excess, if any, of the
Series 1999-1 Subaru Amount over the Series 1999-1 Maximum Individual
Hyundai/Isuzu/Subaru/Suzuki Amount as of such immediately preceding
Business Day, (9) the excess, if any, of the Series 1999-1 Suzuki
Amount over the Series 1999-1 Maximum Individual
Hyundai/Isuzu/Subaru/Suzuki Amount as of such immediately preceding
Business Day, (10) the excess, if any, of the Series 0000-0 Xxxxxxxxx
Hyundai/Isuzu/Subaru/Suzuki Amount over the Series 1999-1 Maximum
Aggregate Hyundai/Isuzu/Subaru/Suzuki Amount as of such immediately
preceding Business Day and (11) the excess, if any, of the Series
1999-1 Non-Eligible Manufacturer Amount over the Series 1999-1 Maximum
Non-Eligible Manufacturer Amount as of such immediately preceding
Business Day.
"Series 1999-1 Required Enhancement Percentage" means, as of any
date of determination, the sum of (i) the product of (A) 11.5% times (B) the
Series 1999-1 Program Vehicle Percentage as of such date and (ii) the product of
(A) the Series 1999-1 Required Non-Program Enhancement Percentage as of such
date times (B) the Series 1999-1 Non-Program Vehicle Percentage as of such date.
"Series 1999-1 Required Financing Lease Asset Amount" means as of
the date of the occurrence of an Event of Bankruptcy with respect to Republic or
any Lessee, the excess, if any, of the Series 1999-1 Required Operating Lease
Asset Amount over the Series 1999-1 Operating Lease Asset Amount.
"Series 1999-1 Required Liquidity Amount" means, with respect to any
Distribution Date, an amount equal to 4.0% of the Series 1999-1 Invested Amount
on such Distribution Date (after giving effect to any payments of principal to
be made on the Series 1999-1 Notes on such Distribution Date).
"Series 1999-1 Required Non-Program Enhancement Percentage" means,
as of any date of determination, the sum of (i) 15% and (ii) an amount equal to
100% minus the Series 1999-1 Non-Program Vehicle Market Value Adjustment
Percentage as of such date.
"Series 1999-1 Required Operating Lease Asset Amount" means, as of
any date of determination, the sum of the Series 1999-1 Invested Amount and the
Series 1999-1 Required Overcollateralization Amount as of such date.
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"Series 1999-1 Required Overcollateralization Amount" means, as of
any date of determination, the excess, if any, of (a) the Series 1999-1 Required
Enhancement Amount over (b) the sum of (i) the Series 1999-1 Available Reserve
Account Amount as of such date, (ii) the Series 1999-1 Letter of Credit Amount
as of such date and (iii) the amount of cash and Permitted Investments on
deposit in the Series 1999-1 Collection Account (other than the Series 1999-1
Accrued Interest Account) on such date.
"Series 1999-1 Required Reserve Account Amount" means, with respect
to any Distribution Date, an amount equal to the greater of (a) the excess, if
any, of the Series 1999-1 Required Liquidity Amount on such Distribution Date
over the Series 1999-1 Liquidity Amount on such Distribution Date and (b) the
excess, if any, of the Series 1999-1 Required Enhancement Amount over the Series
1999-1 Enhancement Amount.
"Series 1999-1 Reserve Account" has the meaning specified in Section
2.7(a) of this Series Supplement.
"Series 1999-1 Reserve Account Collateral" has the meaning specified
in Section 2.7(d) of this Series Supplement.
"Series 1999-1 Reserve Account Surplus" means, with respect to any
Distribution Date, the excess, if any, of the Series 1999-1 Available Reserve
Account Amount over the Series 1999-1 Required Reserve Account Amount on such
Distribution Date.
"Series 1999-1 Revolving Period" means the period from and including
the Series 1999-1 Closing Date to the earlier of (i) the commencement of the
Series 1999-1 Controlled Amortization Period and (ii) the commencement of any
Series 1999-1 Rapid Amortization Period.
"Series 1999-1 Subaru Amount" means, as of any date of
determination, an amount equal to the sum, rounded to the nearest $100,000, of
the following amounts to the extent that such amounts are included in the
definition of "Operating Lease Asset Amount" for such date: (i) the Net Book
Value of all Vehicles that are Eligible Vehicles leased under the Operating
Leases as of such date that were manufactured by Subaru and not turned in to
Subaru pursuant to its Manufacturer Program, if any, not delivered for Auction
pursuant to its Manufacturer Program, if any, or not otherwise sold or deemed to
be sold under the related Leasing Company Related Documents, plus (ii) all
amounts receivable by a Leasing Company as of such date (other than Excluded
Payments) from Subaru under Manufacturer Programs with respect to Eligible
Vehicles (other than Exchanged Vehicles) leased under the Operating Leases (as
of the applicable disposition date) that were manufactured by Subaru and turned
in to Subaru pursuant to any such Manufacturer Program or delivered for Auction
pursuant to any such Manufacturer Program and the aggregate of all Eligible
Receivables owned by a Leasing Company, financed
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under the related Leasing Company Indenture and owed by Subaru under and
accordance with a Manufacturer Program, plus (iii) with regard to Eligible
Vehicles leased under the Operating Leases (as of the applicable disposition
date) that were manufactured by Subaru that have been turned in to the
Manufacturer, delivered for Auction or otherwise sold, all amounts receivable
(other than amounts specified in clause (ii) above) from any person or entity in
connection with the Auction of such Eligible Vehicles as of such date, plus (iv)
with regard to Eligible Vehicles leased under the Operating Leases (as of the
applicable disposition date) that were manufactured by Subaru that have been
turned in to the Manufacturer, delivered for Auction or otherwise sold, any
Casualty Payments or Termination Payments with respect to such Eligible Vehicles
due and payable as of such date under the Operating Leases, plus (v) with regard
to Eligible Vehicles leased under the Operating Leases (as of the applicable
disposition date) that were manufactured by Subaru that have been turned in to
the Manufacturer, delivered for Auction or otherwise sold, any accrued and
unpaid Monthly Base Rent under the Operating Leases (and, prior to the
Transition Date, all accrued and unpaid Monthly Supplemental Payments and
Additional Base Rent under the Financing Leases) with respect to such Eligible
Vehicles (net of amounts set forth in clauses (ii), (iii) and (iv) above);
provided, however, that as of any date of determination prior to the Transition
Date, the "Series 1999-1 Subaru Amount" shall be calculated based on the
foregoing amounts that are included in the definition of "Aggregate Asset
Amount" for such date and on the Eligible Receivables that were financed under
all of the Leases and the Leasing Company Indentures as of the date of
determination and the Eligible Vehicles that are leased, and were leased as of
the applicable disposition date, under all of the Leases and not only those
Eligible Receivables that were financed under the Leasing Company Indentures and
those Eligible Vehicles that are and were leased under the Operating Leases.
"Series 1999-1 Suzuki Amount" means, as of any date of
determination, an amount equal to the sum, rounded to the nearest $100,000, of
the following amounts to the extent that such amounts are included in the
definition of "Operating Lease Asset Amount" for such date: (i) the Net Book
Value of all Vehicles that are Eligible Vehicles leased under the Operating
Leases as of such date that were manufactured by Suzuki and not turned in to
Suzuki pursuant to its Manufacturer Program, if any, not delivered for Auction
pursuant to its Manufacturer Program, if any, or not otherwise sold or deemed to
be sold under the related Leasing Company Related Documents, plus (ii) all
amounts receivable by a Leasing Company as of such date (other than Excluded
Payments) from Suzuki under Manufacturer Programs with respect to Eligible
Vehicles (other than Exchanged Vehicles) leased under the Operating Leases (as
of the applicable disposition date) that were manufactured by Suzuki and turned
in to Suzuki pursuant to any such Manufacturer Program or delivered for Auction
pursuant to any such Manufacturer Program and the aggregate of all Eligible
Receivables owned by a Leasing Company, financed under the related Leasing
Company Indenture and owed by Suzuki under and accordance with a Manufacturer
Program, plus (iii) with regard to Eligible Vehicles leased under the Operating
Leases (as of the applicable disposition date) that were manufactured by Suzuki
that have been turned in to the Manufacturer, delivered for Auction or otherwise
sold, all amounts receivable (other than amounts specified in clause (ii) above)
from any person or entity in connection with the Auction of such Eligible
Vehicles as of such date, plus (iv) with regard to Eligible Vehicles leased
under the Operating Leases (as of the applicable disposition date) that were
manufactured
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by Suzuki that have been turned in to the Manufacturer, delivered for Auction or
otherwise sold, any Casualty Payments or Termination Payments with respect to
such Eligible Vehicles due and payable as of such date under the Operating
Leases, plus (v) with regard to Eligible Vehicles leased under the Operating
Leases (as of the applicable disposition date) that were manufactured by Suzuki
that have been turned in to the Manufacturer, delivered for Auction or otherwise
sold, any accrued and unpaid Monthly Base Rent under the Operating Leases (and,
prior to the Transition Date, all accrued and unpaid Monthly Supplemental
Payments and Additional Base Rent under the Financing Leases) with respect to
such Eligible Vehicles (net of amounts set forth in clauses (ii), (iii) and (iv)
above); provided, however, that as of any date of determination prior to the
Transition Date, the "Series 1999-1 Suzuki Amount" shall be calculated based on
the foregoing amounts that are included in the definition of "Aggregate Asset
Amount" for such date and on the Eligible Receivables that were financed under
all of the Leases and the Leasing Company Indentures as of the date of
determination and the Eligible Vehicles that are leased, and were leased as of
the applicable disposition date, under all of the Leases and not only those
Eligible Receivables that were financed under the Leasing Company Indentures and
those Eligible Vehicles that are and were leased under the Operating Leases.
"Series 1999-1 Termination Date" means the May 2006 Distribution
Date.
"Series 1999-1 Transitional Bankruptcy Percentage" means, as of the
date of the occurrence of an Event of Bankruptcy with respect to Republic or any
Lessee, the percentage equivalent of a fraction, the numerator of which is the
Series 1999-1 Required Financing Lease Asset Amount as of such date and the
denominator of which is equal to the sum of the Required Financing Lease Asset
Amounts with respect to each outstanding Series of Notes as of such date.
"Series 1999-1 Transitional Percentage" means, as of any date prior
to the Transition Date, the percentage equivalent of a fraction, the numerator
of which is equal to the sum of the Series 1999-1 Invested Amount and the Series
1999-1 Required Overcollateralization Amount as of such date and the denominator
of which is the Required Aggregate Asset Amount as of such date.
"Series Supplement" has the meaning set forth in the preamble.
"Subaru" means Subaru of America, Inc., a Hawaii corporation.
"Supermajority Noteholders" means, with respect to the Series 1999-1
Notes, subject to Section 7.7 of this Series Supplement, Series 1999-1
Noteholders holding 662/3% or more of the Series 1999-1 Invested Amount
(excluding any Series 1999-1 Notes held by ARG or any Affiliate of ARG).
"Surety Bond" means the Note Guaranty Insurance Policy No. 28638,
dated
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February 26, 1999, issued by the Surety Provider.
"Surety Default" means (i) any failure by the Surety Provider to pay
a demand for payment in accordance with the requirements of the Surety Bond and
such failure shall not have been cured or (ii) the occurrence of an Event of
Bankruptcy with respect to the Surety Provider.
"Surety Provider" means MBIA Insurance Corporation, a New York stock
insurance company. The Surety Provider shall constitute an "Enhancement
Provider" with respect to the Series 1999-1 Notes for all purposes under the
Indenture and the other Related Documents.
"Surety Provider Fee" has the meaning set forth in the Insurance
Agreement.
"Surety Provider Reimbursement Amounts" means, as of any date of
determination, (i) an amount equal to the aggregate of any amounts due as of
such date to the Surety Provider pursuant to the Insurance Agreement in respect
of unreimbursed draws under the Surety Bond, including interest thereon
determined in accordance with the Insurance Agreement, and (ii) an amount equal
to the aggregate of any other amounts due as of such date to the Surety Provider
pursuant to the Insurance Agreement (other than the Surety Provider Fee).
"Suzuki" means American Suzuki Motor Corporation, a California
corporation.
"Telerate Page 3750" has the meaning set forth in the International
Swaps and Derivatives Association, Inc. 1991 Interest Rate and Currency Exchange
Definitions.
"Temporary Global Class A-1 Note" has the meaning specified in
Section 5.2 of this Series Supplement.
"Temporary Global Class A-2 Note" has the meaning specified in
Section 5.2 of this Series Supplement.
"Temporary Global Class A-3 Note" has the meaning specified in
Section 5.2 of this Series Supplement.
"Termination Date Disbursement" means an amount drawn under a Series
1999-1 Letter of Credit pursuant to a Certificate of Termination Date Demand.
"Termination Disbursement" means an amount drawn under a Series
1999-1 Letter of Credit pursuant to a Certificate of Termination Demand.
"Transition Date" means the June 1999 Distribution Date.
"Unpaid Demand Note Disbursement" means an amount drawn under a
Series 1999-1 Letter of Credit pursuant to a Certificate of Unpaid Demand Note
Demand.
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"Waiver Event" means the occurrence of the delivery of a Waiver
Request and the subsequent waiver of any Series 1999-1 Maximum Amount.
"Waiver Request" has the meaning set forth in Article IV of this
Series Supplement.
ARTICLE II
SERIES 1999-1 ALLOCATIONS
With respect to the Series 1999-1 Notes only, the following shall
apply:
Section 2.1 Establishment of Series 1999-1 Collection Account,
Series 1999-1 Accrued Interest Account and Series 1999-1 Excess Collection
Account.
(a) All Collections allocable to the Series 1999-1 Notes pursuant to
Section 2.2 of this Series Supplement shall be allocated to the Collection
Account.
(b) The Trustee will create three Administrative Subaccounts within
the Collection Account for the benefit of the Series 1999-1 Noteholders: the
Series 1999-1 Collection Account (such Administrative Subaccount, the "Series
1999-1 Collection Account"), the Series 1999-1 Excess Collection Account (such
Administrative Subaccount, the "Series 1999-1 Excess Collection Account") and
the Series 1999-1 Accrued Interest Account (such Administrative Subaccount, the
"Series 1999-1 Accrued Interest Account").
Section 2.2 Allocations with Respect to the Series 1999-1 Notes.
The proceeds from the issuance of the Series 1999-1 Notes will be
deposited into the Collection Account. On the Series 1999-1 Closing Date and
each Business Day on which Collections are deposited into the Collection Account
(each such date, a "Series 1999-1 Deposit Date"), the Servicer will direct the
Trustee in writing to allocate all amounts deposited into the Collection Account
in accordance with the provisions of this Section 2.2:
(a) Allocations of Collections During the Series 1999-1 Revolving
Period. During the Series 1999-1 Revolving Period, the Servicer will direct the
Trustee in writing to allocate, prior to 12:00 noon (New York City time) on each
Series 1999-1 Deposit Date, all amounts deposited into the Collection Account as
set forth below:
(i) allocate to the Series 1999-1 Collection Account
an amount equal to
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the sum of (A) the Series 1999-1 Invested Percentage (as of such day)
of the aggregate amount of Interest Collections on such day and (B) any
amounts received by the Trustee in respect of the Series 1999-1
Interest Rate Cap. All such amounts allocated to the Series 1999-1
Collection Account shall be further allocated to the Series 1999-1
Accrued Interest Account; and
(ii) allocate to the Series 1999-1 Excess Collection
Account an amount equal to the Series 1999-1 Invested Percentage (as of
such day) of the aggregate amount of Principal Collections on such day
and, on the Series 1999-1 Closing Date, the proceeds from the issuance
of the Series 1999-1 Notes (for any such day, the "Series 1999-1
Principal Allocation"); provided however, if a Waiver Event shall have
occurred, then such allocation shall be modified as provided in Article
IV of this Series Supplement.
(b) Allocations of Collections During any Series 1999-1 Controlled
Amortization Period. With respect to any Series 1999-1 Controlled Amortization
Period, the Servicer will direct the Trustee in writing to allocate, prior to
12:00 noon (New York City time) on any Series 1999-1 Deposit Date, all amounts
deposited into the Collection Account as set forth below:
(i) allocate to the Series 1999-1 Collection Account
an amount determined as set forth in Section 2.2(a)(i) above for such
day, which amount shall be further allocated to the Series 1999-1
Accrued Interest Account; and
(ii) (A) with respect to the Class A-1/A-2 Controlled
Amortization Period, allocate to the Series 1999-1 Collection Account
an amount equal to the Series 1999-1 Principal Allocation for such day,
which amount shall be used to make principal payments in respect of the
Class A-1 Notes and the Class A-2 Notes; provided, however, that if the
Monthly Total Principal Allocation exceeds the Class A-1/A-2 Controlled
Distribution Amount, then the amount of such excess shall be allocated
to the Series 1999-1 Excess Collection Account; and provided further
that if a Waiver Event shall have occurred, then such allocation shall
be modified as provided in Article IV of this Series Supplement; and
(B) with respect to the Class A-3 Controlled Amortization Period,
allocate to the Series 1999-1 Collection Account an amount equal to the
Series 1999-1 Principal Allocation for such day, which amount shall be
used to make principal payments in respect of the Class A-3 Notes;
provided, however, that if the Monthly Total Principal Allocation
exceeds the Class A-3 Controlled Distribution Amount, then the amount
of such excess shall be allocated to the Series 1999-1 Excess
Collection Account; and provided further that if a Waiver Event shall
have occurred, then such allocation shall be modified as provided in
Article IV of this Series Supplement.
(c) Allocations of Collections During the Series 1999-1 Rapid
Amortization Period. With respect to the Series 1999-1 Rapid Amortization
Period, other than after the occurrence of an Event of Bankruptcy with respect
to Republic or any Lessee, the Servicer will direct the Trustee in writing to
allocate, prior to 12:00 noon (New York City time) on any Series
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1999-1 Deposit Date, all amounts deposited into the Collection Account as set
forth below:
(i) allocate to the Series 1999-1 Collection Account
an amount determined as set forth in Section 2.2(a)(i) above for such
day, which amount shall be further allocated to the Series 1999-1
Accrued Interest Account; and
(ii) allocate to the Series 1999-1 Collection Account
an amount equal to the Series 1999-1 Principal Allocation for such day,
which amount shall be used to make principal payments in respect of the
Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, ratably,
without preference or priority of any kind, until the Series 1999-1
Invested Amount is paid in full.
(d) Allocations of Collections after the Occurrence of an Event of
Bankruptcy - Post-Transition Date. After the occurrence of an Event of
Bankruptcy with respect to Republic or any Lessee either (x) on or after the
Transition Date or (y) prior to the Transition Date if no Operating Lease Asset
Amount Deficiency existed (calculated as of such date as if such date were on or
after the Transition Date) as of the date of the occurrence of such Event of
Bankruptcy, the Servicer will direct the Trustee in writing to allocate, prior
to 12:00 noon (New York City time) on any Series 1999-1 Deposit Date, all
payments on the Series 1999-1 Interest Rate Cap and all Collections that are
attributable to payments under the Operating Leases, the proceeds of Vehicles
leased under the Operating Vehicles (as of the applicable Disposition Date) or
the proceeds of Eligible Receivables owned by the Leasing Companies and
refinanced under the Leasing Company Indentures that are deposited into the
Collection Account as set forth below:
(i) allocate to the Series 1999-1 Collection Account
an amount equal to the sum of (A) the Series 1999-1 Operating Lease
Percentage as of the date of the occurrence of such Event of Bankruptcy
of the aggregate amount of Interest Collections attributable to
payments under the Operating Leases and (B) any amounts received by the
Trustee in respect of the Series 1999-1 Interest Rate Cap. All such
amounts allocated to the Series 1999-1 Collection Account shall be
further allocated to the Series 1999-1 Accrued Interest Account; and
(ii) allocate to the Series 1999-1 Collection Account
an amount equal to the Series 1999-1 Operating Lease Percentage as of
the date of the occurrence of such Event of Bankruptcy of the aggregate
amount of Principal Collections attributable to payments under the
Operating Leases, the proceeds of Vehicles leased under the Operating
Leases (as of the applicable Disposition Date) or the proceeds of
Eligible Receivables owned by the Leasing Companies and refinanced
under the Leasing Company Indentures, which amount shall be used to
make principal payments in respect of the Class A-1 Notes, the Class
A-2 Notes and the Class A-3 Notes, ratably, without preference or
priority of any kind, until the Series 1999-1 Invested Amount is paid
in full.
After the occurrence of an Event of Bankruptcy with respect to Republic or any
Lessee on or
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after the Transition Date or prior to the Transition Date if no Operating Lease
Asset Amount Deficiency existed as of such date, the Servicer will direct the
Trustee in writing to allocate all Collections attributable to payments under
the Financing Leases or the proceeds of Vehicles leased under the Financing
Leases (as of the applicable Disposition Date) or Eligible Receivables owned by
the Lessees and refinanced under the Financing Leases in accordance with the
provisions of the Indenture.
(e) Allocations of Collections after the Occurrence of an Event of
Bankruptcy-Pre-Transition Date. After the occurrence of an Event of Bankruptcy
with respect to Republic or any Lessee on any date prior to the Transition Date
if an Operating Lease Asset Amount Deficiency existed (calculated as of such
date as if such date were on or after the Transition Date) as of the date of the
occurrence of such Event of Bankruptcy, the Servicer will direct the Trustee in
writing to allocate, prior to 12:00 noon (New York City time) on any Series
1999-1 Deposit Date, all amounts deposited into the Collection Account as set
forth below:
(i) allocate to the Series 1999-1 Collection Account
an amount equal to the sum of (x) the Series 1999-1 Operating Lease
Percentage as of the date of the occurrence of such Event of Bankruptcy
of the aggregate amount of Interest Collections attributable to
payments under the Operating Leases, (y) the Series 1999-1 Transitional
Bankruptcy Percentage of the aggregate amount of Interest Collections
attributable to payments under the Financing Leases and (z) any amounts
received by the Trustee in respect of the Series 1999-1 Interest Rate
Cap. All such amounts allocated to the Series 1999-1 Collection Account
shall be further allocated to the Series 1999-1 Accrued Interest
Account; and
(ii) allocate to the Series 1999-1 Collection Account
an amount equal to the sum of (x) the Series 1999-1 Operating Lease
Percentage as of the date of the occurrence of such Event of Bankruptcy
of the aggregate amount of Principal Collections attributable to
payments under the Operating Leases, the proceeds of Vehicles leased
under the Operating Leases (as of the applicable Disposition Date) or
the proceeds of Eligible Receivables owned by the Leasing Companies and
refinanced under the Leasing Company Indentures and (y) the Series
1999-1 Transitional Bankruptcy Percentage of the aggregate amount of
Principal Collections attributable to payments under the Financing
Leases or the proceeds of Vehicles leased under the Financing Leases
(as of the applicable Disposition Date) or Eligible Receivables owned
by the Lessees and refinanced under the Financing Leases, which amount
shall be used to make principal payments in respect of the Class A-1
Notes, the Class A-2 Notes and the Class A-3 Notes, ratably, without
preference or priority of any kind, until the Series 1999-1 Invested
Amount is paid in full.
(f) Series 1999-1 Excess Collection Account. Amounts allocated
to the Series
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1999-1 Excess Collection Account on any Series 1999-1 Deposit Date will be (w)
first, deposited in the Series 1999-1 Reserve Account in an amount up to the
excess, if any, of the Series 1999-1 Required Reserve Account Amount for such
date over the Series 1999-1 Available Reserve Account Amount for such date, (x)
second, used to pay the principal amount of other Series of Notes that are then
required to be paid or, at the option of ARG, to pay the principal amount of
other Series of Notes that may be paid under the Indenture, in each case, only
to the extent that no Series 1999-1 Enhancement Deficiency or other Amortization
Event would result therefrom and (y) third, any remaining funds may be released
to ARG and used to acquire Leasing Company Notes or to fund increases in the
principal amount of the Leasing Company Notes to the extent the Leasing
Companies have requested increases thereof or for any other purpose, in each
case, only to the extent that no Series 1999-1 Enhancement Deficiency or other
Amortization Event would result therefrom. Notwithstanding the foregoing, upon
the occurrence of an Amortization Event, all funds allocated to the Series
1999-1 Excess Collection Account will be allocated as Principal Collections by
the Trustee to the Series 1999-1 Collection Account and applied to reduce the
Series 1999-1 Invested Amount on the immediately succeeding Distribution Date.
Section 2.3 Distribution Dates.
(a) Determination Dates. On each Determination Date, as provided in
Section 2.3(b) below, the Servicer shall instruct the Trustee in writing to
withdraw, and on the following Distribution Date the Trustee, acting in
accordance with such instructions, shall withdraw the amounts required to be
withdrawn from the Series 1999-1 Accrued Interest Account pursuant to Sections
2.3(b), and (h) below in respect of all funds available from Interest
Collections processed since the preceding Distribution Date and allocated to the
Series 1999-1 Noteholders.
(b) Note Interest with respect to the Series 1999-1 Notes and Surety
Provider Fee. On each Determination Date, the Servicer shall instruct the
Trustee and the Paying Agent in writing as to the amount to be withdrawn and
paid pursuant to Section 2.4 of this Series Supplement from the Series 1999-1
Accrued Interest Account to the extent funds are anticipated to be available
from Interest Collections allocable to the Series 1999-1 Notes processed from
but not including the preceding Distribution Date through the succeeding
Distribution Date in respect of (x) first, an amount equal to the Series 1999-1
Monthly Interest for the Series 1999-1 Interest Period ending on the day
preceding such succeeding Distribution Date, (y) second, an amount equal to the
amount of any unpaid Deficiency Amounts, as of the preceding Distribution Date
(together with any accrued interest on such Deficiency Amounts) and (z) third,
an amount equal to the Surety Provider Fee for such Series 1999-1 Interest
Period plus any Surety Provider Reimbursement Amounts then due and owing. On the
following Distribution Date, the Trustee shall withdraw the amounts described in
the first sentence of this Section 2.3(b) from the Series 1999-1 Accrued
Interest Account and deposit such amounts in the Series 1999-1 Distribution
Account.
(c) Lease Payment Deficit Notice. On or before 10:00 a.m. (New York
City time) on each Distribution Date, the Servicer shall notify the Trustee of
the amount of any Series
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1999-1 Lease Payment Deficit, such notification to be in the form of Exhibit F
to this Series Supplement (each a "Lease Payment Deficit Notice").
(d) Withdrawals from Series 1999-1 Reserve Account. If the Servicer
determines on any Distribution Date that the amounts available from the Series
1999-1 Accrued Interest Account are insufficient to pay the sum of the amounts
described in clauses (x), (y) and (z) of Section 2.3(b) above on such
Distribution Date, the Servicer shall instruct the Trustee in writing to
withdraw from the Series 1999-1 Reserve Account and deposit in the Series 1999-1
Distribution Account on such Distribution Date an amount equal to the lesser of
the Series 1999-1 Available Reserve Account Amount and such insufficiency. The
Trustee shall withdraw such amount from the Series 1999-1 Reserve Account and
deposit such amount in the Series 1999-1 Distribution Account.
(e) Draws on Series 1999-1 Letter of Credit Prior to a Series 1999-1
Rapid Amortization Period. If the Servicer determines on any Distribution Date
prior to the commencement of the Series 1999-1 Rapid Amortization Period that
the sum of the amounts available from the Series 1999-1 Accrued Interest Account
plus the amount, if any, to be withdrawn from the Series 1999-1 Reserve Account
pursuant to Section 2.3(d) above is insufficient to pay the sum of the amounts
described in clauses (x), (y) and (z) of Section 2.3(b) above on such
Distribution Date, the Servicer shall instruct the Trustee in writing to draw on
the Series 1999-1 Letter of Credit and, upon receipt of such notice by the
Trustee on or prior to 11:00 a.m. (New York City time) on such Distribution
Date, the Trustee shall, by 12:00 noon (New York City time) on such Distribution
Date draw an amount equal to the least of (i) such insufficiency, (ii) the
Series 1999-1 Lease Payment Deficit on such Distribution Date and (iii) the
Series 1999-1 Letter of Credit Liquidity Amount on the Series 1999-1 Letters of
Credit by presenting to each Series 1999-1 Letter of Credit Provider a draft
accompanied by a Certificate of Lease Deficit Demand and shall cause the Lease
Deficit Disbursement to be deposited in the Series 1999-1 Distribution Account
on such Distribution Date; provided, however that if the Series 1999-1 Cash
Collateral Account has been established and funded, the Trustee shall withdraw
from the Series 1999-1 Cash Collateral Account and deposit in the Series 1999-1
Distribution Account an amount equal to the lesser of (x) the Series 1999-1 Cash
Collateral Percentage on such Distribution Date of the lesser of such
insufficiency and the Series 1999-1 Lease Payment Deficit and (y) the Series
1999-1 Available Cash Collateral Account Amount on such Distribution Date and
draw an amount equal to the remainder of such amount on the Series 1999-1
Letters of Credit.
(f) Draws on Series 1999-1 Letter of Credit During a Series 1999-1
Rapid Amortization Period. If the Servicer determines on any Distribution Date
during the Series 1999-1 Rapid Amortization Period that there exists a Series
1999-1 Lease Payment Deficit, the Servicer shall instruct the Trustee in writing
to draw on the Series 1999-1 Letters of Credit and, upon receipt of such notice
by the Trustee on or prior to 11:00 a.m. (New York City time) on such
Distribution Date, the Trustee shall, by 12:00 noon (New York City time) on such
Distribution Date draw an amount equal to the lesser of (i) such Series 1999-1
Lease Payment Deficit and (ii) the Series 1999-1 Letter of Credit Liquidity
Amount on the Series 1999-1 Letters
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of Credit by presenting to each Series 1999-1 Letter of Credit Provider a draft
accompanied by a Certificate of Lease Deficit Demand and shall cause the Lease
Deficit Disbursement to be deposited in the Series 1999-1 Collection Account
such Distribution Date; provided, however that if the Series 1999-1 Cash
Collateral Account has been established and funded, the Trustee shall withdraw
from the Series 1999-1 Cash Collateral Account and deposit in the Series 1999-1
Collection Account an amount equal to the lesser of (x) the Series 1999-1 Cash
Collateral Percentage on such Distribution Date of the Series 1999-1 Lease
Payment Deficit and (y) the Series 1999-1 Available Cash Collateral Account
Amount on such Distribution Date and draw an amount equal to the remainder of
such amount on the Series 1999-1 Letters of Credit.
(g) Surety Bond. If the Servicer determines on any Distribution Date
that the sum of the amounts available from the Series 1999-1 Accrued Interest
Account plus the amount, if any, to be withdrawn from the Series 1999-1 Reserve
Account pursuant to Section 2.3(d) above plus the amount, if any, to be drawn
under the Series 1999-1 Letters of Credit pursuant to a 2.3(e) or (f) above is
insufficient to pay the Series 1999-1 Adjusted Monthly Interest for such
Distribution Date, the Servicer shall instruct the Trustee in writing to make a
demand on the Surety Bond and, upon receipt of such notice by the Trustee on or
prior to 11:00 a.m. (New York City time) on such Distribution Date, the Trustee
shall, by 12:00 noon (New York City time) on such Distribution Date, make a
demand on the Surety Bond in an amount equal to such insufficiency in accordance
with the terms thereof and shall cause the proceeds thereof to be deposited in
the Series 1999-1 Distribution Account. If the amounts described in this Section
2.3(g) are insufficient to pay Series 1999-1 Adjusted Monthly Interest for any
Distribution Date, payments of interest to the Series 1999-1 Noteholders will be
reduced on a pro rata basis by the amount of such deficiency. The aggregate
amount, if any, of such deficiency on any Distribution Date shall be referred to
as the "Deficiency Amount" and the portion thereof allocable to each Class of
Series 1999-1 Notes shall be referred to as the "Class A-1 Deficiency Amount",
the "Class A-2 Deficiency Amount" and the "Class A-3 Deficiency Amount",
respectively. Interest shall accrue on the Deficiency Amount for each Class of
Series 1999-1 Notes at the applicable Series 1999-1 Note Rate. If the Deficiency
Amount (together with interest thereon) is not paid in full within five (5)
Business Days, an Amortization Event with respect to the Series 1999-1 Notes
shall occur in accordance with clause (a) of Article III.
(h) Balance. On each Distribution Date, the Servicer shall instruct
the Trustee and the Paying Agent in writing to pay the balance in the Series
1999-1 Distribution Account (after making the payments required in Section
2.3(b) above), if any, of amounts received by the Trustee in respect of the
Series 1999-1 Interest Rate Cap, the Interest Collections allocated to the
Series 1999-1 Noteholder since the preceding Distribution Date and amounts
withdrawn from the Series 1999-1 Reserve Account pursuant to Section 2.3(d)
above as follows: (i) first, to the Surety Provider, in an amount equal to (x)
the Surety Provider Fee for the related Series 1999-1 Interest Period and,
without duplication, (y) any Surety Provider Reimbursement Amounts then
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due and owing, (ii) second, to the Trustee, in an amount equal to the Series
1999-1 Percentage as of the immediately preceding Distribution Date of the
Trustee's fees for the Series 1999-1 Interest Period ending on such Distribution
Date, (iii) third, to pay any Carrying Charges (other than Carrying Charges
provided for above) to the Persons to whom such amounts are owed, in an amount
equal to the Series 1999-1 Percentage as of the immediately preceding
Distribution Date of such Carrying Charges (other than Carrying Charges provided
for above) for such Series 1999-1 Interest Period and (iv) fourth, the balance,
if any, shall be withdrawn by the Trustee from the Series 1999-1 Collection
Account and deposited in the Series 1999-1 Excess Collection Account.
Section 2.4 Payment of Note Interest.
On each Distribution Date, the Paying Agent shall, in accordance
with Section 6.1 of the Base Indenture, pay to the Series 1999-1 Noteholders
from the Series 1999-1 Distribution Account the amount deposited in the Series
1999-1 Distribution Account for the payment of interest pursuant to Section
2.3(b) of this Series Supplement.
Section 2.5 Payment of Note Principal.
(a) Monthly Payments During Controlled Amortization Period or Rapid
Amortization Period. Commencing on the second Determination Date during the
Class A-1/A-2 Controlled Amortization Period or the Class A-3 Controlled
Amortization Period, as the case may be, or the first Determination Date after
the commencement of the Series 1999-1 Rapid Amortization Period and on each
Determination Date thereafter, the Servicer shall instruct the Trustee and the
Paying Agent in writing as to the amount allocated to the Series 1999-1 Notes
during the Related Month pursuant to Section 2.2(b)(ii), (c)(ii), (d)(ii) or
(e)(ii), as the case may be, of this Series Supplement and, as applicable,
allocated pursuant to the last sentence of Section 2.2(f) of this Series
Supplement. On the Distribution Date following each such Determination Date, the
Trustee shall withdraw the amount allocated to the Series 1999-1 Notes during
the Related Month pursuant to Section 2.2 (b) (ii), (c)(ii), (d)(ii) or (e)(ii),
as the case may be, of this Series Supplement from the Series 1999-1 Collection
Account and, as applicable, withdraw the amount allocated pursuant to the last
sentence of Section 2.2(f) of this Series Supplement from the Series 1999-1
Excess Collection Account and deposit such amounts in the Series 1999-1
Distribution Account, to be paid to the holders of the Series 1999-1 Notes.
(b) Final Distribution Dates. If the amount to be deposited in the
Series 1999-1 Distribution Account in accordance with Section 2.5(a) of this
Series Supplement with respect to the Final Distribution Date with respect to
any Class of Series 1999-1 Notes is less than the Class A-1 Outstanding
Principal Amount, the Class A-2 Outstanding Principal Amount or the Class A-3
Outstanding Principal Amount, as the case may be, prior to 10:00 a.m. (New York
City time) on the second Business Day prior to such Final Distribution Date, the
Servicer shall instruct the Trustee to withdraw from the Series 1999-1 Reserve
Account, an amount equal to the lesser of the Series 1999-1 Available Reserve
Account Amount and such insufficiency and deposit it in the Series 1999-1
Distribution Account on such Final Distribution Date. The Trustee shall
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withdraw such amount from the Series 1999-1 Reserve Account and deposit such
amount in the Series 1999-1 Distribution Account on or prior to such Final
Distribution Date. If the Series 1999-1 Available Reserve Account Amount is less
than such insufficiency, prior to 10:00 a.m. (New York City time) on the second
Business Day prior to such Final Distribution Date, the Servicer shall instruct
the Trustee in writing to make a demand (a "Demand Notice") on Republic for
payment under the Series 1999-1 Demand Note in an amount equal to the lesser of
(i) the outstanding principal amount of the Series 1999-1 Demand Note and (ii)
such remaining insufficiency. The Trustee shall, prior to 12:00 noon (New York
City time) on the second day preceding such Final Distribution Date, deliver
such Demand Notice to Republic; provided, however that if an Event of Bankruptcy
(or the occurrence of an event described in clause (a) of the definition
thereof, without the lapse of a period of 60 consecutive days) with respect to
Republic shall have occurred and be continuing, the Trustee shall not be
required to deliver such Demand Notice to Republic. The Trustee shall cause the
proceeds of any demand on the Series 1999-1 Demand Note to be deposited into the
Series 1999-1 Distribution Account. In the event that either (x) on or prior to
10:00 a.m. (New York City time) on the Business Day immediately preceding any
Distribution Date next succeeding any date on which a Demand Notice has been
transmitted by the Trustee to Republic pursuant to this Section 2.5(b), Republic
shall have failed to pay to the Trustee or deposit into the Series 1999-1
Distribution Account the amount specified in such Demand Notice in whole or in
part or (y) due to the occurrence of an Event of Bankruptcy (or the occurrence
of an event described in clause (a) of the definition thereof, without the lapse
of a period of 60 consecutive days) with respect to Republic, the Trustee shall
not have delivered such Demand Notice to Republic on the second Business Day
preceding a Final Distribution Date, the Trustee shall draw on the Series 1999-1
Letters of Credit by 12:00 noon (New York City time) on such Business Day an
amount equal to the lesser of (a) the amount that Republic failed to pay under
the Series 1999-1 Demand Note (or, the amount that the Trustee failed to demand
for payment thereunder) and (b) the Series 1999-1 Letter of Credit Amount on
such Business Day by presenting to each Series 1999-1 Letter of Credit Provider
a draft accompanied by a Certificate of Unpaid Demand Note Demand; provided,
however that if the Series 1999-1 Cash Collateral Account has been established
and funded, the Trustee shall withdraw from the Series 1999-1 Cash Collateral
Account and deposit in the Series 1999-1 Distribution Account an amount equal to
the lesser of (x) the Series 1999-1 Cash Collateral Percentage on such Business
Day of the amount that Republic failed to pay under the Series 1999-1 Demand
Note (or, the amount that the Trustee failed to demand for payment thereunder)
and (y) the Series 1999-1 Available Cash Collateral Account Amount on such
Business Day and draw an amount equal to the remainder of the amount that
Republic failed to pay under the Series 1999-1 Demand Note (or, the amount that
the Trustee failed to demand for payment thereunder) on the Series 1999-1
Letters of Credit. The Trustee shall deposit into, or cause the deposit of the
proceeds of any draw on the Series 1999-1 Letters of Credit and the proceeds of
any withdrawal from the Series 1999-1 Cash Collateral Account to be deposited
in, the Series 1999-1 Distribution Account. If, after giving effect to the
deposit into the Series 1999-1 Distribution Account of the amount to be
deposited in accordance with Section 2.5(a) of this Series Supplement and the
amounts described in the preceding three sentences, the amount
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to be deposited in the Series 1999-1 Distribution Account with respect to the
Final Distribution Date with respect to any Class of Series 1999-1 Notes is or
will be less than the Class A-1 Outstanding Principal Amount, the Class A-2
Outstanding Principal Amount or the Class A-3 Outstanding Principal Amount, as
the case may be, the Trustee shall make a demand on the Surety Bond by 12:00
p.m. (New York City time) on the second Business Day preceding such Distribution
Date in an amount equal to such insufficiency in accordance with the terms
thereof and shall cause the proceeds thereof to be deposited in the Series
1999-1 Distribution Account. The entire principal amount of all Outstanding
Class A-1 Notes shall be due and payable on the Class A-1 Final Distribution
Date. The entire principal amount of all Outstanding Class A-2 Notes shall be
due and payable on the Class A-2 Final Distribution Date. The entire principal
amount of all Outstanding Class A-3 Notes shall be due and payable on the Class
A-3 Final Distribution Date.
(c) Principal Deficit Amount. If, on any Determination Date, the
Servicer determines that the Principal Deficit Amount with respect to the next
succeeding Distribution Date will be greater than zero, prior to 10:00 a.m. (New
York City time) on the second Business Day prior to such Distribution Date, the
Servicer shall instruct the Trustee in writing to withdraw from the Series
1999-1 Reserve Account and deposit in the Series 1999-1 Distribution Account on
the following Distribution Date an amount equal to the lesser of (i) the Series
1999-1 Available Reserve Account Amount and (ii) the Principal Deficit Amount.
The Trustee shall withdraw such amount from the Series 1999-1 Reserve Account
and deposit such amount in the Series 1999-1 Distribution Account on or prior to
such Distribution Date. If the Series 1999-1 Available Reserve Account Amount is
less than the Principal Deficit Amount, prior to 10:00 a.m. (New York City time)
on the second Business Day prior to such Distribution Date, the Servicer shall
instruct the Trustee in writing to deliver a Demand Notice to Republic demanding
payment of an amount equal to the lesser of (A) the outstanding principal amount
of the Series 1999-1 Demand Note and (B) the remaining Principal Deficit Amount.
The Trustee shall, prior to 12:00 noon (New York City time) on the second
Business Day preceding such Distribution Date, deliver such Demand Notice to
Republic; provided, however that if an Event of Bankruptcy (or the occurrence of
an event described in clause (a) of the definition thereof, without the lapse of
a period of 60 consecutive days) with respect to Republic shall have occurred
and be continuing, the Trustee shall not be required to deliver such Demand
Notice to Republic. The Trustee shall cause the proceeds of any demand on the
Series 1999-1 Demand Note to be deposited into the Series 1999-1 Distribution
Account. In the event that either (x) on or prior to 10:00 a.m. (New York City
time) on the Business Day prior to such Distribution Date, Republic shall have
failed to pay to the Trustee or deposit in the Series 1999-1 Distribution
Account the amount specified in such Demand Notice in whole or in part or (y)
due to the occurrence of an Event of Bankruptcy (or the occurrence of an event
described in clause (a) of the definition thereof, without the lapse of a period
of 60 consecutive days) with respect to Republic, the Trustee shall not have
delivered such Demand Notice to Republic on the second Business Day preceding
such Distribution Date, the Trustee shall draw on the Series 1999-1 Letters of
Credit
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an amount equal to the lesser of (i) Series 1999-1 Letter of Credit Amount and
(ii) the amount that Republic failed to pay under the Series 1999-1 Demand Note
(or, the amount that the Trustee failed to demand for payment thereunder) by
presenting to each Series 1999-1 Letter of Credit Provider a draft accompanied
by a Certificate of Unpaid Demand Note Demand; provided, however that if the
Series 1999-1 Cash Collateral Account has been established and funded, the
Trustee shall withdraw from the Series 1999-1 Cash Collateral Account and
deposit in the Series 1999-1 Distribution Account an amount equal to the lesser
of (x) the Series 1999-1 Cash Collateral Percentage on such Business Day of the
amount that Republic failed to pay under the Series 1999-1 Demand Note (or, the
amount that the Trustee failed to demand for payment thereunder) and (y) the
Series 1999-1 Available Cash Collateral Account Amount on such Business Day and
draw an amount equal to the remainder of the amount that Republic failed to pay
under the Series 1999-1 Demand Note (or, the amount that the Trustee failed to
demand for payment thereunder) on the Series 1999-1 Letters of Credit. The
Trustee shall deposit into, or cause the deposit of the proceeds of any draw on
the Series 1999-1 Letters of Credit and the proceeds of any withdrawal from the
Series 1999-1 Cash Collateral Account to be deposited in, the Series 1999-1
Distribution Account. If the amount of the Series 1999-1 Demand Note or the
Series 1999-1 Letter of Credit Amount is less than the remaining Principal
Deficit Amount, the Trustee shall make a demand on the Surety Bond by 12:00 noon
(New York City time) on the second Business Day preceding such Distribution Date
in an amount equal to the Insured Principal Deficit Amount, if any, in
accordance with the terms thereof and shall cause the proceeds thereof to be
deposited in the Series 1999-1 Distribution Account.
(d) Distribution. On each Distribution Date occurring on or after
the date a withdrawal is made from the Series 1999-1 Collection Account pursuant
to Section 2.5(a) of this Series Supplement or amounts are deposited in the
Series 1999-1 Distribution Account pursuant to Section 2.5(b) or (c) above, the
Paying Agent shall, in accordance with Section 6.1 of the Base Indenture, pay
pro rata to each Class A-1 Noteholder, Class A-2 Noteholder or Class A-3
Noteholder, as applicable, from the Series 1999-1 Distribution Account the
amount deposited therein pursuant to Section 2.5(a), (b) or (c) of this Series
Supplement, to the extent necessary to pay the Class A-1/A-2 Controlled
Amortization Amount or the Class A-3 Controlled Amortization Amount during the
Class A-1/A-2 Controlled Amortization Period or the Class A-3 Controlled
Amortization Period, respectively, or to the extent necessary to pay the Class
A-1 Invested Amount, the Class A-2 Invested Amount and the Class A-3 Invested
Amount during the Series 1999-1 Rapid Amortization Period.
Section 2.6 Servicer's Failure to Instruct the Trustee to Make a
Deposit or Payment.
If the Servicer fails to give notice or instructions to make any
payment from or deposit into the Collection Account required to be given by the
Servicer, at the time specified in the Indenture or any other Related Document
(including applicable grace periods), the Trustee shall make such payment or
deposit into or from the Collection Account without such notice or instruction
from the Servicer, provided that the Servicer, upon request of the Trustee,
promptly
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provides the Trustee with all information necessary to allow the Trustee to make
such a payment or deposit. When any payment or deposit hereunder or under any
other Related Document is required to be made by the Trustee at or prior to a
specified time, the Servicer shall deliver any applicable written instructions
with respect thereto reasonably in advance of such specified time.
Section 2.7 Series 1999-1 Reserve Account.
(a) Establishment of Series 1999-1 Reserve Account. ARG shall
establish and maintain in the name of the Trustee for the benefit of the Series
1999-1 Noteholders and the Surety Provider, or cause to be established and
maintained, an account (the "Series 1999-1 Reserve Account"), bearing a
designation clearly indicating that the funds deposited therein are held for the
benefit of the Series 1999-1 Noteholders and the Surety Provider. The Series
1999-1 Reserve Account shall be maintained (i) with a Qualified Institution or
(ii) as a segregated trust account with the corporate trust department of a
depository institution or trust company having corporate trust powers and acting
as trustee for funds deposited in the Series 1999-1 Reserve Account; provided
that, if at any time such Qualified Institution is no longer a Qualified
Institution or the credit rating of any securities issued by such depositary
institution or trust company shall be reduced to below BBB- by S&P or Baa3 by
Xxxxx'x, then ARG shall, within 30 days of such reduction, establish a new
Series 1999-1 Reserve Account with a new Qualified Institution or a new
segregated trust account with the corporate trust department of a depository
institution or trust company having corporate trust powers and acting as trustee
for funds deposited in the Series 1999-1 Reserve Account. If a new Series 1999-1
Reserve Account is established, ARG shall instruct the Trustee in writing to
transfer all cash and investments from the non-qualifying Series 1999-1 Reserve
Account into the new Series 1999-1 Reserve Account. Initially, the Series 1999-1
Reserve Account will be established with The Bank of New York.
(b) Administration of the Series 1999-1 Reserve Account. ARG may
instruct (by standing instructions or otherwise) the institution maintaining the
Series 1999-1 Reserve Account to invest funds on deposit in the Series 1999-1
Reserve Account from time to time in Permitted Investments; provided, however,
that any such investment shall mature not later than the Business Day prior to
the Distribution Date following the date on which such funds were received,
unless any Permitted Investment held in the Series 1999-1 Reserve Account is
held with the Paying Agent, then such investment may mature on such Distribution
Date so long as such funds shall be available for withdrawal on or prior to such
Distribution Date. All such Permitted Investments will be credited to the Series
1999-1 Reserve Account and any such Permitted Investments that constitute (i)
Physical Property (and that is not either a United States Security Entitlement
or a Security Entitlement) shall be delivered to the Trustee in accordance with
paragraph (a) of the definition of "Delivery" and shall be held by the Trustee
pending maturity or disposition; (ii) United States Security Entitlements or
Security Entitlements shall be Controlled by the Trustee pending maturity or
disposition; and (iii) Uncertificated Securities (and not United States Security
Entitlements) shall be delivered to the Trustee in accordance with paragraph (b)
of the definition of "Delivery" and shall be maintained by the Trustee pending
maturity or disposition. The Trustee shall, at the expense of ARG, take such
action as is required to maintain the Trustee's security interest in the
Permitted Investments credited to the Series
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1999-1 Reserve Account. ARG shall not direct the Trustee to dispose of (or
permit the disposal of) any Permitted Investments prior to the maturity thereof
to the extent such disposal would result in a loss of principal of such
Permitted Investment. In the absence of written investment instructions
hereunder, funds on deposit in the Series 1999-1 Reserve Account shall remain
uninvested.
(c) Earnings from Series 1999-1 Reserve Account. All interest and
earnings (net of losses and investment expenses) paid on funds on deposit in the
Series 1999-1 Reserve Account shall be deemed to be on deposit therein and
available for distribution.
(d) Series 1999-1 Reserve Account Constitutes Additional Collateral
for Series 1999-1 Notes. In order to secure and provide for the repayment and
payment of the ARG Obligations with respect to the Series 1999-1 Notes, ARG
hereby grants a security interest in and assigns, pledges, grants, transfers and
sets over to the Trustee, for the benefit of the Series 1999-1 Noteholders and
the Surety Provider, all of ARG's right, title and interest in and to the
following (whether now or hereafter existing or acquired): (i) the Series 1999-1
Reserve Account, including any security entitlement thereto; (ii) all funds on
deposit therein from time to time; (iii) all certificates and instruments, if
any, representing or evidencing any or all of the Series 1999-1 Reserve Account
or the funds on deposit therein from time to time; (iv) all investments made at
any time and from time to time with monies in the Series 1999-1 Reserve Account,
whether constituting securities, instruments, general intangibles, investment
property, financial assets or other property; (v) all interest, dividends, cash,
instruments and other property from time to time received, receivable or
otherwise distributed in respect of or in exchange for the Series 1999-1 Reserve
Account, the funds on deposit therein from time to time or the investments made
with such funds; and (vi) all proceeds of any and all of the foregoing,
including, without limitation, cash (the items in the foregoing clauses (i)
through (vi) are referred to, collectively, as the "Series 1999-1 Reserve
Account Collateral"). The Trustee, for the benefit of the Series 1999-1
Noteholders and the Surety Provider, shall possess all right, title and interest
in all funds on deposit from time to time in the Series 1999-1 Reserve Account
and in all proceeds thereof, and shall be the only person authorized to
originate entitlement orders in respect of the Series 1999-1 Reserve Account.
The Series 1999-1 Reserve Account Collateral shall be under the sole dominion
and control of the Trustee for the benefit of the Series 1999-1 Noteholders and
the Surety Provider.
(e) Series 1999-1 Reserve Account Surplus. In the event that the
Series 1999-1 Reserve Account Surplus on any Distribution Date is greater than
zero, the Trustee, acting in accordance with the written instructions of the
Servicer, shall withdraw from the Series 1999-1 Reserve Account an amount equal
to the Series 1999-1 Reserve Account Surplus and shall pay such amount to ARG.
(f) Termination of Series 1999-1 Reserve Account. Upon the
termination of this
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Series Supplement in accordance with its terms, the Trustee, acting in
accordance with the written instructions of the Servicer, after the prior
payment of all amounts owing to the Series 1999-1 Noteholders and to the Surety
Provider and payable from the Series 1999-1 Reserve Account as provided herein,
shall withdraw from the Series 1999-1 Reserve Account all amounts on deposit
therein for payment to ARG.
Section 2.8 Series 1999-1 Letters of Credit and Series 1999-1 Cash
Collateral Account.
(a) Series 1999-1 Letters of Credit and Series 1999-1 Cash
Collateral Account Constitutes Additional Collateral for Series 1999-1 Notes. In
order to secure and provide for the repayment and payment of the ARG Obligations
with respect to the Series 1999-1 Notes, ARG hereby grants a security interest
in and assigns, pledges, grants, transfers and sets over to the Trustee, for the
benefit of the Series 1999-1 Noteholders and the Surety Provider, all of ARG's
right, title and interest in and to the following (whether now or hereafter
existing or acquired): (i) each Series 1999-1 Letter of Credit; (ii) the Series
1999-1 Cash Collateral Account, including any security entitlement thereto;
(iii) all funds on deposit in the Series 1999-1 Cash Collateral Account from
time to time; (iv) all certificates and instruments, if any, representing or
evidencing any or all of the Series 1999-1 Cash Collateral Account or the funds
on deposit therein from time to time; (v) all investments made at any time and
from time to time with monies in the Series 1999-1 Cash Collateral Account,
whether constituting securities, instruments, general intangibles, investment
property, financial assets or other property; (vi) all interest, dividends,
cash, instruments and other property from time to time received, receivable or
otherwise distributed in respect of or in exchange for the Series 1999-1 Cash
Collateral Account, the funds on deposit therein from time to time or the
investments made with such funds; and (vii) all proceeds of any and all of the
foregoing, including, without limitation, cash (the items in the foregoing
clauses (ii) through (vii) are referred to, collectively, as the "Series 1999-1
Cash Collateral Account Collateral"). The Trustee shall, for the benefit of the
Series 1999-1 Noteholders and the Surety Provider, possess all right, title and
interest in all funds on deposit from time to time in the Series 1999-1 Cash
Collateral Account and in all proceeds thereof, and shall be the only person
authorized to originate entitlement orders in respect of the Series 1999-1 Cash
Collateral Account. The Series 1999-1 Cash Collateral Account shall be under the
sole dominion and control of the Trustee for the benefit of the Series 1999-1
Noteholders and the Surety Provider.
(b) Series 1999-1 Letter of Credit Expiration Date. If prior to the
date which is ten (10) days prior to the then scheduled Series 1999-1 Letter of
Credit Expiration Date with respect to any Series 1999-1 Letter of Credit,
(i) there shall not have been obtained a substitute Series
1999-1 Letter of Credit from a Series 1999-1 Eligible Letter of Credit
Provider, and
(ii) on such date the Series 1999-1 Enhancement Amount,
excluding the available amount under such Series 1999-1 Letter of Credit,
would be less than the Series 1999-1 Required Enhancement Amount or the
Series
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1999-1 Liquidity Amount, excluding the available amount under such
Series 1999-1 Letter of Credit, would be less than the Series 1999-1
Required Liquidity Amount;
then the Servicer shall notify the Trustee in writing no later than two Business
Days prior to such Series 1999-1 Letter of Credit Expiration Date of (x) the
greater of (A) the excess, if any, of the Series 1999-1 Required Enhancement
Amount over the Series 1999-1 Enhancement Amount, excluding the available amount
under such expiring Series 1999-1 Letter of Credit, on such date, and (B) the
excess, if any, of the Series 1999-1 Required Liquidity Amount over the Series
1999-1 Liquidity Amount, excluding the available amount under such expiring
Series 1999-1 Letter of Credit, on such date, and (y) the amount available to be
drawn on such expiring Series 1999-1 Letter of Credit on such date. Upon receipt
of such notice by the Trustee on or prior to 10:00 a.m. (New York City time) on
any Business Day, the Trustee shall, by 12:00 p.m. (New York City time) on such
Business Day (or, in the case of any notice given to the Trustee after 10:00
a.m. (New York City time), by 12:00 p.m. (New York City time) on the next
following Business Day), draw the lesser of the amounts set forth in clauses (x)
and (y) above on such Series 1999-1 Letter of Credit by presenting a draft
accompanied by a Certificate of Termination Demand and shall cause the
Termination Disbursement to be deposited in the Series 1999-1 Cash Collateral
Account.
(c) Series 1999-1 Letter of Credit Providers. The Servicer shall
notify the Trustee and the Surety Provider in writing within one Business Day of
becoming aware that the long-term debt credit rating of any Series 1999-1 Letter
of Credit Provider has fallen below "A+" as determined by Standard & Poor's or
"A1" as determined by Xxxxx'x. At such time the Servicer shall also notify the
Trustee of (i) the greater of (A) the excess, if any, of the Series 1999-1
Required Enhancement Amount over the Series 1999-1 Enhancement Amount, excluding
the available amount under the Series 1999-1 Letter of Credit issued by such
Series 1999-1 Letter of Credit Provider, on such date, and (B) the excess, if
any, of the Series 1999-1 Required Liquidity Amount over the Series 1999-1
Liquidity Amount, excluding the available amount under such Series 1999-1 Letter
of Credit, on such date, and (ii) the amount available to be drawn on such
Series 1999-1 Letter of Credit on such date. Upon receipt of such notice by the
Trustee on or prior to 10:00 a.m. (New York City time) on any Business Day, the
Trustee shall, by 12:00 p.m. (New York City time) on such Business Day (or, in
the case of any notice given to the Trustee after 10:00 a.m. (New York City
time), by 12:00 p.m. (New York City time) on the next following Business Day),
draw on such Series 1999-1 Letter of Credit in an amount equal to the lesser of
the amount in clause (i) or clause (ii) of the immediately preceding sentence on
such Business Day by presenting a draft accompanied by a Certificate of
Termination Demand and shall cause the Termination Disbursement to be deposited
in the Series 1999-1 Cash Collateral Account.
(d) Termination Date Demands on the Series 1999-1 Letters of Credit.
Prior to 10:00 a.m. (New York City time) on the second Business Day prior to the
Series 1999-1 Letter of Credit Termination Date, the Servicer shall determine
the Series 1999-1 Demand Note Payment Amount, if any, as of the Series 1999-1
Letter of Credit Termination Date and, if the Series
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1999-1 Demand Note Payment Amount is greater than zero, instruct the Trustee in
writing to draw on the Series 1999-1 Letters of Credit. Upon receipt of any such
notice by the Trustee on or prior to 11:00 a.m. (New York City time) on a
Business Day, the Trustee shall, by 12:00 noon (New York City time) on such
Business Day draw an amount equal to the lesser of (i) the Series 1999-1 Demand
Note Payment Amount and (ii) the Series 1999-1 Letter of Credit Liquidity Amount
on the Series 1999-1 Letters of Credit by presenting to each Series 1999-1
Letter of Credit Provider a draft accompanied by a Certificate of Termination
Date Demand and shall cause the Termination Date Disbursement to be deposited in
the Series 1999-1 Cash Collateral Account; provided, however that if the Series
1999-1 Cash Collateral Account has been established and funded, the Trustee
shall draw an amount equal to the product of 100% minus the Series 1999-1 Cash
Collateral Percentage on such Business Day on the Series 1999-1 Letters of
Credit.
(e) Draws on the Series 1999-1 Letters of Credit. If there is more
than one Series 1999-1 Letter of Credit on the date of any draw on the Series
1999-1 Letters of Credit pursuant to the terms of this Series Supplement, the
Servicer shall instruct the Trustee, in writing, to draw on each Series 1999-1
Letter of Credit in an amount equal to the Pro Rata Share of the Series 1999-1
Letter of Credit Provider issuing such Series 1999-1 Letter of Credit of the
amount of such draw on the Series 1999-1 Letters of Credit.
(f) Establishment of Series 1999-1 Cash Collateral Account. On or
prior to the date of any drawing under a Series 1999-1 Letter of Credit pursuant
to Section 2.8(b), (c) or (d) above, ARG shall establish and maintain in the
name of the Trustee for the benefit of the Series 1999-1 Noteholders and the
Surety Provider, or cause to be established and maintained, an account (the
"Series 1999-1 Cash Collateral Account"), bearing a designation clearly
indicating that the funds deposited therein are held for the benefit of the
Series 1999-1 Noteholders and the Surety Provider. The Series 1999-1 Cash
Collateral Account shall be maintained (i) with a Qualified Institution, or (ii)
as a segregated trust account with the corporate trust department of a
depository institution or trust company having corporate trust powers and acting
as trustee for funds deposited in the Series 1999-1 Cash Collateral Account;
provided that, if at any time such Qualified Institution is no longer a
Qualified Institution or the credit rating of any securities issued by such
depositary institution or trust company shall be reduced to below BBB- by S&P or
Baa3 by Xxxxx'x, then ARG shall, within 30 days of such reduction, establish a
new Series 1999-1 Cash Collateral Account with a new Qualified Institution or a
new segregated trust account with the corporate trust department of a depository
institution or trust company having corporate trust powers and acting as trustee
for funds deposited in the Series 1999-1 Cash Collateral Account. If a new
Series 1999-1 Cash Collateral Account is established, ARG shall instruct the
Trustee in writing to transfer all cash and investments from the non-qualifying
Series 1999-1 Cash Collateral Account into the new Series 1999-1 Cash Collateral
Account.
(g) Administration of the Series 1999-1 Cash Collateral Account. ARG
may
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instruct (by standing instructions or otherwise) the institution maintaining
the Series 1999-1 Cash Collateral Account to invest funds on deposit in the
Series 1999-1 Cash Collateral Account from time to time in Permitted
Investments; provided, however, that any such investment shall mature not later
than the Business Day prior to the Distribution Date following the date on which
such funds were received, unless any Permitted Investment held in the Series
1999-1 Cash Collateral Account is held with the Paying Agent, in which case such
investment may mature on such Distribution Date so long as such funds shall be
available for withdrawal on or prior to such Distribution Date. All such
Permitted Investments will be credited to the Series 1999-1 Cash Collateral
Account and any such Permitted Investments that constitute (i) Physical Property
(and that is not either a United States Security Entitlement or a Security
Entitlement) shall be delivered to the Trustee in accordance with paragraph (a)
of the definition of "Delivery" and shall be held by the Trustee pending
maturity or disposition; (ii) United States Security Entitlements or Security
Entitlements shall be Controlled by the Trustee pending maturity or disposition;
and (iii) Uncertificated Securities (and not United States Security
Entitlements) shall be delivered to the Trustee in accordance with paragraph (b)
of the definition of "Delivery" and shall be maintained by the Trustee pending
maturity or disposition. The Trustee shall, at the expense of ARG, take such
action as is required to maintain the Trustee's security interest in the
Permitted Investments credited to the Series 1999-1 Cash Collateral Account. ARG
shall not direct the Trustee to dispose of (or permit the disposal of) any
Permitted Investments prior to the maturity thereof to the extent such disposal
would result in a loss of principal of such Permitted Investment. In the absence
of written investment instructions hereunder, funds on deposit in the Series
1999-1 Cash Collateral Account shall remain uninvested.
(h) Earnings from Series 1999-1 Cash Collateral Account. All
interest and earnings (net of losses and investment expenses) paid on funds on
deposit in the Series 1999-1 Cash Collateral Account shall be deemed to be on
deposit therein and available for distribution.
(i) Series 1999-1 Cash Collateral Account Surplus. In the event that
the Series 1999-1 Cash Collateral Account Surplus on any Distribution Date (or,
after the Series 1999-1 Letter of Credit Termination Date, on any date) is
greater than zero, the Trustee, acting in accordance with the written
instructions of the Servicer, shall withdraw from the Series 1999-1 Cash
Collateral Account an amount equal to the Series 1999-1 Cash Collateral Account
Surplus and shall pay such amount: first, to the Series 1999-1 Letter of Credit
Providers for application in accordance with the provisions of the Series 1999-1
Reimbursement Agreement and, second, to ARG any remaining amount.
(j) Post-Series 1999-1 Letter of Credit Termination Date Withdrawals
from the Series 1999-1 Cash Collateral Account. If the Surety Provider notifies
the Trustee in writing that the Surety Provider shall have paid a Preference
Amount (as defined in the Surety Bond) under the Surety Bond, subject to the
satisfaction of the conditions set forth in the next succeeding sentence, the
Trustee shall withdraw from the Series 1999-1 Cash Collateral Account and pay to
the Surety Provider an amount equal to the lesser of (i) the Series 1999-1
Available Cash Collateral Account Amount on such date and (ii) such Preference
Amount. Prior to any withdrawal from the Series 1999-1 Cash Collateral Account
pursuant to this Section 2.8(j), the
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Trustee shall have received a certified copy of the order requiring the return
of such Preference Amount.
(k) Termination of Series 1999-1 Cash Collateral Account. Upon the
termination of this Series Supplement in accordance with its terms, the Trustee,
acting in accordance with the written instructions of the Servicer, after the
prior payment of all amounts owing to the Series 1999-1 Noteholders and to the
Surety Provider and payable from the Series 1999-1 Cash Collateral Account as
provided herein, shall withdraw from the Series 1999-1 Cash Collateral Account
all amounts on deposit therein (to the extent not withdrawn pursuant to Section
2.8(i) above) and shall pay such amounts: first, to the Series 1999-1 Letter of
Credit Providers for application in accordance with the provisions of the Series
1999-1 Reimbursement Agreement and, second, to ARG any remaining amount.
Section 2.9 Series 1999-1 Distribution Account.
(a) Establishment of Series 1999-1 Distribution Account. The Trustee
shall establish and maintain in the name of the Trustee for the benefit of the
Series 1999-1 Noteholders and the Surety Provider, or cause to be established
and maintained, an account (the "Series 1999-1 Distribution Account"), bearing a
designation clearly indicating that the funds deposited therein are held for the
benefit of the Series 1999-1 Noteholders and the Surety Provider. The Series
1999-1 Distribution Account shall be maintained (i) with a Qualified
Institution, or (ii) as a segregated trust account with the corporate trust
department of a depository institution or trust company having corporate trust
powers and acting as trustee for funds deposited in the Series 1999-1
Distribution Account; provided that, if at any time such Qualified Institution
is no longer a Qualified Institution or the credit rating of any securities
issued by such depositary institution or trust company shall be reduced to below
BBB- by S&P or Baa3 by Xxxxx'x, then ARG shall, within 30 days of such
reduction, establish a new Series 1999-1 Distribution Account with a new
Qualified Institution or a new segregated trust account with the corporate trust
department of a depository institution or trust company having corporate trust
powers and acting as trustee for funds deposited in the Series 1999-1
Distribution Account. If a new Series 1999-1 Distribution Account is
established, ARG shall instruct the Trustee in writing to transfer all cash and
investments from the non-qualifying Series 1999-1 Distribution Account into the
new Series 1999-1 Distribution Account. Initially, the Series 1999-1
Distribution Account will be established with The Bank of New York.
(b) Administration of the Series 1999-1 Distribution Account. ARG
may instruct (by standing instructions or otherwise) the institution maintaining
the Series 1999-1 Distribution Account to invest funds on deposit in the Series
1999-1 Distribution Account from time to time in Permitted Investments;
provided, however, that any such investment shall mature not later than the
Business Day prior to the Distribution Date following the date on which such
funds were received, unless any Permitted Investment held in the Series 1999-1
Distribution Account is held with the Paying Agent, in which case such
investment may mature on such Distribution Date so long as such funds shall be
available for withdrawal on or prior to such Distribution Date. All such
Permitted Investments will be credited to the Series 1999-1 Distribution Account
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and any such Permitted Investments that constitute (i) Physical Property (and
that is not either a United States Security Entitlement or a Security
Entitlement) shall be delivered to the Trustee in accordance with paragraph (a)
of the definition of "Delivery" and shall be held by the Trustee pending
maturity or disposition; (ii) United States Security Entitlements or Security
Entitlements shall be Controlled by the Trustee pending maturity or disposition;
and (iii) Uncertificated Securities (and not United States Security
Entitlements) shall be delivered to the Trustee in accordance with paragraph (b)
of the definition of "Delivery" and shall be maintained by the Trustee pending
maturity or disposition. The Trustee shall, at the expense of ARG, take such
action as is required to maintain the Trustee's security interest in the
Permitted Investments credited to the Series 1999-1 Distribution Account. ARG
shall not direct the Trustee to dispose of (or permit the disposal of) any
Permitted Investments prior to the maturity thereof to the extent such disposal
would result in a loss of principal of such Permitted Investment. In the absence
of written investment instructions hereunder, funds on deposit in the Series
1999-1 Distribution Account shall remain uninvested.
(c) Earnings from Series 1999-1 Distribution Account. On each
Distribution Date, all interest and earnings (net of losses and investment
expenses) paid on funds on deposit in the Series 1999-1 Distribution Account
shall be distributed to ARG.
(d) Series 1999-1 Distribution Account Constitutes Additional
Collateral for Series 1999-1 Notes. In order to secure and provide for the
repayment and payment of the ARG Obligations with respect to the Series 1999-1
Notes, ARG hereby grants a security interest in and assigns, pledges, grants,
transfers and sets over to the Trustee, for the benefit of the Series 1999-1
Noteholders and the Surety Provider, all of ARG's right, title and interest in
and to the following (whether now or hereafter existing or acquired): (i) the
Series 1999-1 Distribution Account, including any security entitlement thereto;
(ii) all funds on deposit in the Series 1999-1 Distribution Account from time to
time; (iii) all certificates and instruments, if any, representing or evidencing
any or all of the Series 1999-1 Distribution Account or the funds on deposit
therein from time to time; (iv) all investments made at any time and from time
to time with monies in the Series 1999-1 Distribution Account, whether
constituting securities, instruments, general intangibles, investment property,
financial assets or other property; (v) all interest, dividends, cash,
instruments and other property from time to time received, receivable or
otherwise distributed in respect of or in exchange for the Series 1999-1
Distribution Account, the funds on deposit therein from time to time or the
investments made with such funds; and (vi) all proceeds of any and all of the
foregoing, including, without limitation, cash (the items in the foregoing
clauses (i) through (vii) are referred to, collectively, as the "Series 1999-1
Distribution Account Collateral"). The Trustee shall, for the benefit of the
Series 1999-1 Noteholders and the Surety Provider, possess all right, title and
interest in all funds on deposit from time to time in the Series 1999-1
Distribution Account and in all proceeds thereof, and shall be the only person
authorized to originate entitlement orders in respect of the Series 1999-1
Distribution Account. The Series 1999-1 Distribution Account shall be under the
sole dominion and control of the Trustee for the benefit of the Series 1999-1
Noteholders and the Surety Provider.
Section 2.10 Series 1999-1 Demand Note and Series 1999-1 Interest
Rate Cap.
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In order to secure and provide for the repayment and payment of the
ARG Obligations with respect to the Series 1999-1 Notes, ARG hereby grants a
security interest in and assigns, pledges, grants, transfers and sets over to
the Trustee, for the benefit of the Series 1999-1 Noteholders and the Surety
Provider, all of ARG's right, title and interest in and to the following
(whether now or hereafter existing or acquired): (i) the Series 1999-1 Demand
Note; (ii) all certificates and instruments, if any, representing or evidencing
the Series 1999-1 Demand Note; (iii) the Series 1999-1 Interest Rate Cap and
(iv) all proceeds of any and all of the foregoing, including, without
limitation, cash. On the Series 1999-1 Closing Date, ARG shall deliver to the
Trustee, for the benefit of the Series 1999-1 Noteholders and the Surety
Provider, the Series 1999-1 Demand Note, endorsed in blank, and an executed copy
of the Series 1999-1 Interest Rate Cap. The Trustee, for the benefit of the
Series 1999-1 Noteholders and the Surety Provider, shall be the only Person
authorized to make a demand for payment on the Series 1999-1 Demand Note.
ARTICLE III
AMORTIZATION EVENTS
In addition to the Amortization Events set forth in Section 9.1 of
the Base Indenture, the following shall be Amortization Events with respect to
the Series 1999-1 Notes and shall constitute the Amortization Events set forth
in Section 9.1(d) of the Base Indenture with respect to the Series 1999-1 Notes:
(a) ARG defaults in the payment of any interest on, or other amount
payable in respect of, the Series 1999-1 Notes when the same becomes due and
payable and such default continues for a period of five (5) Business Days;
(b) ARG defaults in the payment of any principal on the Series
1999-1 Notes when the same becomes due and payable and such default continues
for a period of one (1) Business Day;
(c) a Series 1999-1 Enhancement Deficiency shall occur and continue
for at least two (2) Business Days;
(d) the Series 1999-1 Liquidity Amount shall be less than the Series
1999-1 Required Liquidity Amount for at least two (2) Business Days;
(e) the Series 1999-1 Overcollateralization Amount shall be less
than the Series 1999-1 Required Overcollateralization Amount for at least two
(2) Business Days;
(f) prior to the Transition Date, an Aggregate Asset Amount
Deficiency shall occur and continue for at least two (2) Business Days, or, on
or after the Transition Date, an Operating
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Lease Asset Amount Deficiency shall occur and continue for at least two (2)
Business Days;
(g) the Series 1999-1 Reserve Account shall be subject to an
injunction, estoppel or other stay or a Lien (other than Liens permitted under
the Related Documents) for at least two (2) Business Days and either (x) a
Series 1999-1 Enhancement Deficiency would result from excluding the Series
1999-1 Available Reserve Account Amount from the Series 1999-1 Enhancement
Amount or (y) the Series 1999-1 Liquidity Amount, excluding therefrom the Series
1999-1 Available Reserve Account Amount, would be less than the Series 1999-1
Required Liquidity Amount;
(h) any Series 1999-1 Letter of Credit shall not be in full force
and effect for at least two (2) Business Days and (x) either a Series 1999-1
Enhancement Deficiency would result from excluding such Series 1999-1 Letter of
Credit from the Series 1999-1 Enhancement Amount or (y) the Series 1999-1
Liquidity Amount, excluding therefrom the available amount under such Series
1999-1 Letter of Credit, would be less than the Series 1999-1 Required Liquidity
Amount;
(i) from and after the funding of the Series 1999-1 Cash Collateral
Account, the Series 1999-1 Cash Collateral Account shall be subject to an
injunction, estoppel or other stay or a Lien (other than Liens permitted under
the Related Documents) for at least two (2) Business Days and either (x) a
Series 1999-1 Enhancement Deficiency would result from excluding the Series
1999-1 Available Cash Collateral Account Amount from the Series 1999-1
Enhancement Amount or (y) the Series 1999-1 Liquidity Amount, excluding
therefrom the Series 1999-1 Available Cash Collateral Amount, would be less than
the Series 1999-1 Required Liquidity Amount;
(j) an Event of Bankruptcy shall have occurred with respect to any
Series 1999-1 Letter of Credit Provider or any Series 1999-1 Letter of Credit
Provider repudiates its Series 1999-1 Letter of Credit or refuses to honor a
proper draw thereon and either (x) a Series 1999-1 Enhancement Deficiency would
result from excluding such Series 1999-1 Letter of Credit from the Series 1999-1
Enhancement Amount or (y) the Series 1999-1 Liquidity Amount, excluding
therefrom the available amount under such Series 1999-1 Letter of Credit, would
be less than the Series 1999-1 Required Liquidity Amount;
(k) the Trustee shall make a demand for payment under the Surety
Bond;
(l) the occurrence of an Event of Bankruptcy with respect to the
Surety Provider;
(m) the Surety Provider fails to pay a demand for payment in
accordance with the requirements of the Surety Bond;
(n) all principal and interest of the Class A-1 Notes is not paid in
full on or before
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the Class A-1 Expected Final Distribution Date, all principal and interest of
the Class A-2 Notes is not paid in full on or before the Class A-2 Expected
Final Distribution Date or all principal and interest of the Class A-3 Notes is
not paid in full on or before the Class A-3 Expected Final Distribution Date;
(o) ARG fails to comply with any of its other agreements or
covenants in, or provisions of, the Series 1999-1 Notes or the Indenture and the
failure to so comply materially and adversely affects the interests of the
Series 1999-1 Noteholders and continues to materially and adversely affect the
interests of the Series 1999-1 Noteholders for a period of forty-five (45) days
after the earlier of (i) the date on which ARG obtains knowledge thereof or (ii)
the date on which written notice of such failure, requiring the same to be
remedied, shall have been given to ARG by the Trustee or to ARG and the Trustee
by the Required Noteholders; or
(p) any representation made by ARG in the Indenture or any Related
Document is false and such false representation materially and adversely affects
the interests of the Series 1999-1 Noteholders and such false representation is
not cured for a period of forty-five (45) days after the earlier of (i) the date
on which ARG obtains knowledge thereof or (ii) the date that written notice
thereof is given to ARG by the Trustee or to ARG and the Trustee by the Required
Noteholders;
In the case of (i) any event described in clauses (a) through (n) above, an
Amortization Event with respect to the Series 1999-1 Notes shall immediately
occur without any notice or other action on the part of the Trustee or any
Series 1999-1 Noteholder or (ii) any event described in clause (o) or (p) above,
either the Trustee, by written notice to ARG, or the Required Noteholders, by
written notice to ARG and the Trustee, may declare that an Amortization Event
has occurred with respect to the Series 1999-1 Notes as of the date of the
notice. Amortization Events described in clauses (a) through (n) above shall not
be subject to waiver. An Amortization Event described in clause (o) or (p) above
shall be subject to waiver in accordance with Section 9.4 of the Base Indenture.
ARTICLE IV
RIGHT TO WAIVE PURCHASE RESTRICTIONS
Notwithstanding any provision to the contrary in the Indenture or
the Related Documents, upon the Trustee's receipt of notice from any Lessee, any
Leasing Company or ARG (i) to the effect that a Manufacturer Program is no
longer a Series 1999-1 Eligible Manufacturer Program and that, as a result, the
Series 1999-1 Maximum Non-Program Vehicle Amount is or will be exceeded or (ii)
that ARG has determined to increase any Series 1999-1 Maximum Amount, (such
notice, a "Waiver Request"), each Series 1999-1 Noteholder may, at its option,
waive the Series 1999-1 Maximum Non-Program Vehicle Amount, or any other Series
1999-1 Maximum Amount if (i) no Amortization Event exists, (ii) the Required
Noteholders and the Surety Provider consent to such waiver and (iii) 60 days'
prior, written notice of such proposed waiver is provided to the Rating Agencies
by the Trustee.
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Upon receipt by the Trustee of a Waiver Request (a copy of which the
Trustee shall promptly provide to the Surety Provider and the Rating Agencies),
all amounts which would otherwise be allocated to the Series 1999-1 Excess
Collection Account (collectively, the "Designated Amounts") from the date the
Trustee receives a Waiver Request through the Consent Period Expiration Date
will be held by the Trustee in the Series 1999-1 Collection Account for ratable
distribution as described below.
Within ten (10) Business Days after the Trustee receives a Waiver
Request, the Trustee shall furnish notice thereof to the Series 1999-1
Noteholders and the Surety Provider, which notice shall be accompanied by a form
of consent (each a "Consent") in the form of Exhibit G to this Series Supplement
by which the Series 1999-1 Noteholders may, on or before the Consent Period
Expiration Date, consent to waiver of the applicable Series 1999-1 Maximum
Amount. If the Trustee receives the consent of the Surety Provider and Consents
from the Required Noteholders agreeing to waiver of the applicable Series 1999-1
Maximum Amount within forty-five (45) days after the Trustee notifies the Series
1999-1 Noteholders of a Waiver Request (the day on which such forty-five (45)
day period expires, the "Consent Period Expiration Date"), (i) the applicable
Series 1999-1 Maximum Amount shall be deemed waived by the consenting Series
1999-1 Noteholders, (ii) the Trustee will distribute the Designated Amounts as
set forth below and (iii) the Trustee shall promptly (but in any event within
two days) provide the Rating Agency with notice of such waiver. Any Series
1999-1 Noteholder from whom the Trustee has not received a Consent on or before
the Consent Period Expiration Date will be deemed not to have consented to such
waiver.
If the Trustee receives Consents from the Required Noteholders on or
before the Consent Period Expiration Date, then on the immediately following
Distribution Date, the Trustee will pay the Designated Amounts as follows:
(i) to the non-consenting Series 1999-1 Noteholders, if
any, pro rata up to the amount required to pay all Series 1999-1 Notes held
by such non-consenting Series 1999-1 Noteholders in full; and
(ii) any remaining Designated Amounts to the Series 1999-1
Excess Collection Account.
If the amount to be paid pursuant to clause (i) of the preceding
paragraph is not paid in full on the date specified therein, then on each day
following such Distribution Date, the Administrator will allocate to the Series
1999-1 Collection Account on a daily basis all Designated Amounts collected on
such day. On each following Distribution Date, the Trustee will withdraw such
Designated Amounts from the Series 1999-1 Collection Account and deposit same in
the Series 1999-1 Distribution Account for distribution as follows:
(a) to the non-consenting Series 1999-1 Noteholders, if any, pro
rata an amount equal to the Designated Amounts in the Series 1999-1 Collection
Account as of the applicable
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Determination Date up to the aggregate outstanding principal balance of the
Series 1999-1 Notes held by the non-consenting Series 1999-1 Noteholders; and
(b) any remaining Designated Amounts to the Series 1999-1 Excess
Collection Account.
If the Required Noteholders do not timely consent to such waiver,
the Designated Amounts will be re-allocated to the Series 1999-1 Excess
Collection Account for allocation and distribution in accordance with the terms
of the Indenture and the Related Documents.
In the event that the Series 1999-1 Rapid Amortization Period shall
commence after receipt by the Trustee of a Waiver Request, all such Designated
Amounts will thereafter be considered Principal Collections allocated to the
Series 1999-1 Noteholders.
ARTICLE V
FORM OF SERIES 1999-1 NOTES
Section 5.1 Restricted Global Series 1999-1 Notes.
The Series 1999-1 Notes to be issued in the United States will be
issued in book-entry form of and represented by one or more permanent global
Notes in fully registered form without interest coupons (each, a "Restricted
Global Class A-1 Note," a "Restricted Global Class A-2 Note" or a "Restricted
Global Class A-3 Note",, as the case may be), substantially in the forms set
forth in Exhibits A-1-1, A-2-1 and A-3-1 hereto, with such legends as may be
applicable thereto as set forth in the Base Indenture, and will be sold only in
the United States (1) initially to institutional accredited investors within
the meaning of Regulation D under the Securities Act in reliance on an exemption
from the registration requirements of the Securities Act and (2) thereafter to
qualified institutional buyers within the meaning of, and in reliance on, Rule
144A under the Securities Act and shall be deposited on behalf of the purchasers
of the Series 1999-1 Notes represented thereby, with a custodian for DTC, and
registered in the name of Cede as DTC's nominee, duly executed by ARG and
authenticated by the Trustee in the manner set forth in Section 2.4 of the Base
Indenture. Interests in a Restricted Global Class A-1 Note, a Restricted Global
Class A-2 Note or a Restricted Global Class A-3 Note will be exchangeable for
definitive Class A-1 Notes, definitive Class A-2 Notes or definitive Class A-3
Notes, as the case may be, in accordance with the provisions of the Base
Indenture (as modified by this Series Supplement).
Section 5.2 Temporary Global Series 1999-1 Notes; Permanent Global
Series 1999-1 Notes.
The Series 1999-1 Notes to be issued outside the United States will
be issued and sold in transactions outside the United States in reliance on
Regulation S under the Securities Act, as provided in the applicable note
purchase agreement, and shall initially be issued in the form of one or more
temporary notes in registered form without interest coupons (each, a "Temporary
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Global Class A-1 Note," a "Temporary Global Class A-2 Note" or a "Temporary
Global Class A-3 Note," as the case may be), substantially in the forms set
forth in Exhibits A-1-2, A-2-2 and A-3-2 hereto, which shall be deposited on
behalf of the purchasers of the Series 1999-1 Notes represented thereby with a
custodian for, and registered in the name of a nominee of DTC, for the accounts
of Xxxxxx Guaranty Trust Company of New York, Brussels office, as operator of
Euroclear and for Cedel, duly executed by ARG and authenticated by the Trustee
in the manner set forth in Section 2.4 of the Base Indenture. Interests in a
Temporary Global Class A-1 Note, a Temporary Global Class A-2 Note or a
Temporary Global Class A-3 Note will be exchangeable, in whole or in part, for
interests in one or more permanent global notes in registered form without
interest coupons (each, a "Permanent Global Class A-1 Note," a "Permanent Global
Class A-2 Note" or a "Permanent Global Class A-3 Note," as the case may be),
substantially in the form of Exhibits A-1-3, A-2-3 and A-3-3 hereto, in
accordance with the provisions of such Temporary Global Class A Note and the
Base Indenture (as modified by this Series Supplement). Interests in a Permanent
Global Class A-1 Note, a Permanent Global Class A-2 Note or a Permanent Class
A-3 Note will be exchangeable for definitive Class A-1 Notes, definitive Class
A-2 Notes or definitive Class A-3 Notes, as the case may be, in accordance with
the provisions of such Permanent Global Class A-1 Note, Permanent Global Class
A-2 Note or Permanent Global Class A-3 Note and the Base Indenture (as modified
by this Series Supplement).
ARTICLE VI
TERMINATION OF SERIES SUPPLEMENT
Section 6.1 Termination of Series Supplement.
(a) This Series Supplement shall cease to be of further effect when
all Outstanding Series 1999-1 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, ARG has paid all sums payable
hereunder, the Surety Provider has been paid all Surety Provider Fees and all
other Surety Provider Reimbursement Amounts due under the Insurance Agreement
and, if the Series 1999-1 Demand Note Payment on the Series 1999-1 Letter of
Credit Termination Date was greater than zero, all amounts have been withdrawn
from the Series 1999-1 Cash Collateral Account in accordance with Section 2.8(i)
of this Series Supplement.
(b) In addition, ARG may terminate all of its obligations under this
Series Supplement if:
(i) ARG irrevocably deposits in trust with the Trustee or
at the option of the Trustee, with a trustee reasonably satisfactory to the
Trustee and ARG under the terms of an irrevocable trust agreement in form
and substance satisfactory to the Trustee, money or U.S. Government
Obligations in an amount sufficient, in the opinion of a nationally
recognized firm of independent certified public accountants expressed in a
written certification thereof delivered to the Trustee, to pay, when due,
principal and interest on the
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Series 1999-1 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 Series 1999-1
Notes;
(ii) ARG delivers to the Trustee an Officer's Certificate
stating that all conditions precedent to satisfaction and discharge of this
Series Supplement have been complied with, and an Opinion of Counsel to the
same effect;
(iii) ARG delivers to the Trustee an Officer's Certificate
stating that no Potential Amortization Event or Amortization Event, in
either case, shall have occurred and be continuing with respect to the
Series 1999-1 Notes on the date of such deposit;
(iv) ARG delivers to the Trustee an Opinion of Counsel to
the effect that the termination of ARG's obligations under this Series
Supplement in accordance with the provisions of this Article VI shall not
result in the recognition of gain by the Series 1999-1 Noteholders at the
time of such termination; and
(v) the Series 1999-1 Rating Agency Confirmation and
Consent Condition is satisfied.
Then, this Series Supplement shall cease to be of further effect.
(c) After such irrevocable deposit made pursuant to Section 6.1(b)
of this Series Supplement and satisfaction of the other conditions set forth
herein, the Trustee promptly upon request shall acknowledge in writing the
discharge of ARG's obligations under this Series Supplement.
In order to have money available on a payment date to pay principal
or interest on the Series 1999-1 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.
Section 6.2 Application of Trust Money.
The Trustee or a trustee satisfactory to the Trustee and ARG shall
hold in trust money or U.S. Government Obligations deposited with it pursuant to
Section 6.1 of this Series Supplement. The Trustee shall apply the deposited
money and the money from U.S. Government Obligations in accordance with the
Indenture to the payment of principal and
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interest on the Series 1999-1 Notes.
The provisions of this Section 6.2 shall survive the expiration or
earlier termination of this Series Supplement.
ARTICLE VII
GENERAL
Section 7.1 Optional Repurchase.
Each Class of the Series 1999-1 Notes shall be subject to repurchase
by ARG at its option in accordance with Section 6.2 of the Base Indenture on any
Distribution Date after the Class A-1 Invested Amount, the Class A-2 Invested
Amount or the Class A-3 Invested Amount, as the case may be, is reduced to an
amount less than or equal to 10% of the Class A-1 Initial Invested Amount, the
Class A-2 Initial Invested Amount or the Class A-3 Initial Invested Amount, as
the case may be (the "Series 0000-0 Xxxxxxxxxx Amount"); provided, however,
that, as a condition precedent to any repurchase, on or prior to the
Distribution Date on which any Series 1999-1 Note is repurchased by ARG pursuant
to this Section 7.1, ARG shall pay the Surety Bond Provider all Surety Provider
Fees and all other Surety Provider Reimbursement Amounts due and unpaid as of
such Distribution Date. The repurchase price for any Series 1999-1 Note shall
equal the aggregate outstanding principal balance of such Series 1999-1 Note
(determined after giving effect to any payments of principal and interest on
such Distribution Date), plus accrued and unpaid interest on such outstanding
principal balance.
Section 7.2 Information.
(a) On or before each Distribution Date, ARG shall furnish to the
Trustee and the Paying Agent a Monthly Noteholders' Statement with respect to
the Series 1999-1 Notes, substantially in the form of Exhibit H, setting forth,
inter alia, the following information (which, in the cases of clauses (ii),
(iii) and (iv) below, will be expressed as a dollar amount per $1,000 of the
initial Invested Amount of the Series 1999-1 Notes and as a percentage of the
Series 1999-1 Invested Amount as of such date):
(i) the Series 1999-1 Invested Percentage with
respect to Interest Collections and with respect
to Principal Collections on the last day of the
Related Month;
(ii) the total amount to be distributed to Series
1999-1 Noteholders on the next succeeding
Distribution Date;
(iii) the amount of such distribution allocable to
principal on each class of the Series 1999-1
Notes;
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(iv) the amount of such distribution allocable to
interest on each class of the Series 1999-1
Notes;
(v) the amount of Monthly Base Rent, Monthly
Supplemental Payments and Additional Base Rent
due under each Lease on such Distribution Date;
(vi) the amount of any withdrawal from the Series
1999-1 Reserve Account or Series 1999-1 Cash
Collateral Account, any demand on the Series
1999-1 Demand Note, any drawing on the Series
1999-1 Letter of Credit or any demand on the
Surety Bond anticipated to be made on such
Distribution Date;
(vii) the Series 1999-1 Enhancement Amount and the
Series 1999-1 Liquidity Amount, in each case, as
of the close of business on such Distribution
Date after giving effect to any withdrawals,
drawings or demands on the Series 1999-1
Enhancement Amount on such Distribution Date;
(viii) the Class A-1/Class A-2 Carryover Controlled
Amortization Amount or Class A-3 Carryover
Controlled Amortization Amount, if any, for the
Related Month;
(ix) whether, to the knowledge of the Servicer, any
Lien exists on any of the Collateral (other than
Liens granted pursuant to the Indenture and the
other Related Documents or permitted thereunder);
(x) whether, to the knowledge of the Servicer, any
Leasing Company Amortization Event or Lease Event
of Default has occurred;
(xi) whether, to the knowledge of the Servicer, any
Amortization Event or Potential Amortization
Event with respect to the Series 1999-1 Notes has
occurred;
(xii) the Operating Lease Asset Amount (or, the
Aggregate Asset Amount on any Distribution prior
to the Transition Date) and the amount of the
Operating Lease Asset Amount Deficiency (or, the
Aggregate Asset Amount Deficiency on any
Distribution Date prior to the Transition Date),
if any, at the close of business on the last day
of the Related Month;
(xiii) the Series 1999-1 Non-Program Vehicle Amount and
the Series 1999-1 Non-Program Vehicle Percentage
as of the last day of the Related Month;
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(xiv) the Series 1999-1 Non-Program Vehicle Market
Value Adjustment Percentage as of the related
Determination Date (including, as of such date,
the Newer Series 1999-1 Non-Program Vehicle
Market Value Adjustment Percentage, the Newer
Series 1999-1 Non-Program Vehicle Percentage,
the Older Series 1999-1 Non-Program Vehicle
Market Value Adjustment Percentage, the Older
Series 1999-1 Non-Program Vehicle Percentage,
the Bankrupt Manufacturer Series 1999-1 Market
Value Adjustment Percentage and the Bankrupt
Manufacturer Series 1999-1 Vehicle Percentage);
(xv) the Series 1999-1 Required Enhancement
Incremental Amount, if any, as of the last day of
the Related Month;
(xvi) the Series 1999-1 Required Liquidity Amount as of
the last day of the Related Month and whether the
Series 1999-1 Liquidity Amount is less than the
Series 1999-1 Required Liquidity Amount as of the
last day of the Related Month;
(xvii) the Series 1999-1 Required Enhancement Amount and
whether a Series 1999-1 Enhancement Deficiency
exists and the amount thereof;
(xviii) with respect to each Manufacturer, the
percentage of all Vehicles as of the end of
the Related Month which were Series 1999-1
Program Vehicles manufactured by such
Manufacturer;
(xix) with respect to each Manufacturer, the percentage
of all Vehicles as of the end of the Related
Month which were Series 1999-1 Non-Program
Vehicles manufactured by such Manufacturer; and
(xx) a list of each Additional Lessee that became a
party to any of the Leases during the Related
Month.
The Trustee shall provide to the Series 1999-1 Noteholders, or their
designated agent, and the Surety Provider copies of each Monthly Noteholders'
Statement.
(b) On an annual basis, commencing March 31, 2000, ARG shall furnish
to the Trustee, with copies to the Surety Provider and the Rating Agencies, a
report (the "Non-Program Vehicle Report") of a firm of nationally recognized
independent public accountants (who may also render other services to Republic
and its affiliates and which is acceptable to the Rating Agencies) to the effect
that they have performed certain agreed upon procedures, specifically (i)
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compared the procedures related to the calculation of Disposition Proceeds and
Termination Payments obtained from the sale or other disposition of Series
1999-1 Non-Program Vehicles (other than Casualties) sold or otherwise disposed
of during each Related Month to those procedures outlined in the Related
Documents and compared the results of such procedures to the corresponding
amounts set forth in the Monthly Noteholders' Statement with respect to the
Series 1999-1 Notes, (ii) compared the procedures related to the calculation of
the Series 1999-1 Non-Program Vehicle Market Value Adjustment Percentage for
each month in such period to those procedures outlined in the Related Documents
and compared the results of such procedures with the corresponding amounts set
forth in the Monthly Noteholders' Statement with respect to the Series 1999-1
Notes and (iii) compared the procedures related to the calculation of the Net
Book Value of the Series 1999-1 Non-Program Vehicles for the Related Month to
those procedures outlined in the Related Documents and compared the results of
such procedures to the amounts set forth in the Monthly Noteholders' Statement
with respect to the Series 1999-1 Notes, and that on the basis of such
comparisons referenced in (i), (ii) and (iii) (which comparisons shall be
provided as part of the Non-Program Vehicle Report) such accountants are
reporting that the procedures are in compliance with the requirements of the
Related Documents and the results of such procedures are in agreement with the
amounts set forth in the Monthly Noteholders' Statement with respect to the
Series 1999-1 Notes, in each case except for such exception as shall be set
forth in such Non-Program Vehicle Report.
(c) Promptly upon becoming aware of any Potential Amortization
Event, Amortization Event, Leasing Company Amortization Event, Potential Leasing
Company Amortization Event, Lease Event of Default or Potential Lease Event of
Default, ARG shall give the Surety Provider notice thereof, together with a
certificate of an Authorized Officer of ARG setting forth the details thereof
and any action with respect thereto taken or contemplated to be taken by ARG.
Promptly upon becoming aware of any claim by any Person that any payment
received by ARG under the Series 1999-1 Demand Note was a voidable preference
under the United States Bankruptcy Code, ARG shall give the Surety Provider and
the Series 1999-1 Letter of Credit Providers notice thereof.
(d) Promptly upon becoming aware of any default under any Related
Document, ARG shall give the Surety Provider notice thereof.
(e) ARG shall promptly furnish to the Surety Provider such other
information as, and in such form as, the Surety Provider may reasonably request
in connection with the transactions contemplated hereby.
Section 7.3 Series 1999-1 Demand Note.
Other than pursuant to a demand thereon pursuant to Section 2.5(b)
or (c) of this Series Supplement, ARG shall not reduce the amount of the Series
1999-1 Demand Note or forgive amounts payable thereunder so that the outstanding
principal amount of the Series
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1999-1 Demand Note after such reduction or forgiveness is less than the greater
of the aggregate available amount under the Series 1999-1 Letters of Credit and
an amount equal to 0.50% of the Series 1999-1 Invested Amount; provided, however
that if ARG has first delivered to the Trustee an Opinion of Counsel that
reduction or forgiveness of amounts owing under the Series 1999-1 Demand Note to
an amount less than 0.50% of the Series 1999-1 Invested Amount will not have an
adverse effect on the tax characterization of the Series 1999-1 Notes, ARG may
reduce the amount of the Series 1999- 1 Demand Note or forgive amounts payable
thereunder to an amount less than 0.50% of the Series 1999-1 Invested Amount but
equal to or greater than the Series 1999-1 Letter of Credit Amount. ARG shall
not agree to any amendment of the Series 1999-1 Demand Note without first
satisfying the Series 1999-1 Rating Agency Confirmation and Consent Condition.
Section 7.4 Exhibits.
The following exhibits attached hereto supplement the exhibits
included in the Indenture:
Exhibit A-1-1: Form of Restricted Global Class A-1 Note
Exhibit A-1-2: Form of Temporary Global Class A-1 Note
Exhibit A-1-3: Form of Permanent Global Class A-1 Note
Exhibit A-2-1: Form of Restricted Global Class A-2 Note
Exhibit A-2-2: Form of Temporary Global Class A-2 Note
Exhibit A-2-3: Form of Permanent Global Class A-2 Note
Exhibit A-3-1: Form of Restricted Global Class A-3 Note
Exhibit A-3-2: Form of Temporary Global Class A-3 Note
Exhibit A-3-3: Form of Permanent Global Class A-3 Note
Exhibit B: Form of Series 1999-1 Demand Note
Exhibit C-1: Series 1999-1 Eligible Non-Program Manufacturers
Exhibit C-2: Series 1999-1 Eligible Program Manufacturers
Exhibit D: Form of Series 1999-1 Interest Rate Cap
Exhibit E: Form of Series 1999-1 Letter of Credit
Exhibit F: Form of Lease Payment Deficit Notice
Exhibit G: Form of Consent
Exhibit H: Form of Monthly Noteholders' Statements
Section 7.5 Ratification of Base Indenture.
As supplemented by this Series Supplement, the Base Indenture is in
all respects ratified and confirmed and the Base Indenture as so supplemented by
this Series Supplement shall be read, taken, and construed as one and the same
instrument.
Section 7.6 Notice to Surety Provider and Rating Agencies.
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The Trustee shall provide to the Surety Provider and each Rating
Agency a copy of each notice, opinion of counsel, certificate or other item
delivered to, or required to be provided by, the Trustee pursuant to this Series
Supplement or any other Related Document. Each such opinion of counsel shall be
addressed to the Surety Provider, shall be from counsel reasonably acceptable to
the Surety Provider and shall be in form and substance reasonably acceptable to
the Surety Provider. The Trustee shall provide to the Surety Provider and each
Rating Agency a copy of each notice, opinion of counsel, certificate or other
item delivered to the Trustee, as the registered holder of the Leasing Company
Notes, pursuant to the Leasing Company Related Documents. All such notices,
opinions, certificates or other items to be delivered to the Surety Provider
shall be forwarded to MBIA Insurance Corporation, 000 Xxxx Xxxxxx, Xxxxxx, Xxx
Xxxx 00000, Attention: Insured Portfolio Management - SF, telecopy: (914)
765-3810: confirmation: (000) 000-0000.
Section 7.7 Surety Provider Deemed Noteholder and Secured Party.
Except for any period during which a Surety Default is continuing,
the Surety Provider shall be deemed to be the holder of 100% of the Series
1999-1 Notes for the purposes of giving any consents, waivers, approvals,
instructions, directions, declarations, notices and/or taking any other action
pursuant to the Base Indenture, this Series Supplement and the other Related
Documents. Any reference in the Base Indenture or the Related Documents to
materially, adversely, or detrimentally affecting the rights or interests of the
Noteholders, or words of similar meaning, shall be deemed, for purposes of the
Series 1999-1 Notes, to refer to the rights or interests of the Surety Provider.
Furthermore, the Surety Provider shall be deemed to be a "Secured Party" under
the Base Indenture and the Related Documents to the extent of amounts payable to
the Surety Provider pursuant to this Series Supplement.
Section 7.8 Third Party Beneficiary.
The Surety Provider is an express third party beneficiary of (i) the
Base Indenture to the extent of provisions relating to any Enhancement Provider
and (ii) this Series Supplement.
Section 7.9 Prior Notice by Trustee to Surety Provider.
Subject to Section 10.1 of the Base Indenture, the Trustee agrees
that so long as no Amortization Event shall have occurred and be continuing with
respect to any Series of Notes, other than the Series 1999-1 Notes, it shall not
exercise any rights or remedies available to it as a result of the occurrence of
an Amortization Event with respect to the Series 1999-1 Notes (except those set
forth in clauses (l) and (m) of Article III of this Series Supplement) until
after the Trustee has given prior written notice thereof to the Surety Provider
and obtained the direction of the Required Noteholders. The Trustee agrees to
notify the Surety Provider promptly following any exercise of rights or remedies
available to it as a result of the occurrence of an Amortization
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Event with respect to the Series 1999-1 Notes.
Section 7.10 Subrogation.
(a) In furtherance of and not in limitation of the Surety Provider's
equitable right of subrogation, each of the Trustee and ARG acknowledge that, to
the extent of any payment made by the Surety Provider under the Surety Bond with
respect to interest on or principal of the Series 1999- 1 Notes, the Surety
Provider is to be fully subrogated to the extent of such payment and any
additional interest due on any late payment, to the rights of the Series 1999-1
Noteholders under the Indenture. Each of ARG and the Trustee agree to such
subrogation and, further, agree to take such actions as the Surety Provider may
reasonably request to evidence such subrogation.
(b) In the event that (x) amounts are withdrawn from the Series
1999-1 Cash Collateral Account pursuant to Section 2.8(j) and paid to the Surety
Provider with respect to a Preference Amount (as defined in the Surety Bond)
paid by the Surety Provider under the Surety Bond and (y) the Surety Provider
has been paid all Surety Provider Fees and all other Surety Provider
Reimbursement Amounts payable under the Insurance Agreement and the Surety
Provider has no further obligations in respect of the Surety Bond, the Surety
Provider acknowledges that, to the extent of such withdrawal from the Series
1999-1 Cash Collateral Account and payment to the Surety Provider, the Series
1999-1 Letter of Credit Providers are to be fully subrogated to the extent of
such payment to the Surety Provider, to the Surety Provider's equitable
subrogation rights described in Section 7.10(a). By accepting payment of amounts
withdrawn from the Series 1999-1 Cash Collateral Account, the Surety Provider
agrees to such subrogation and, further, agrees to take such actions as the
Series 1999-1 Letter of Credit Providers may reasonably request to evidence such
subrogation.
Section 7.11 Counterparts.
This Series Supplement may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original, but
all of such counterparts shall together constitute but one and the same
instrument.
Section 7.12 Governing Law.
This Series Supplement shall be construed in accordance with the law
of the State of New York, and the obligations, rights and remedies of the
parties hereto shall be determined in accordance with such law.
Section 7.13 Amendments.
This Series Supplement may be modified or amended from time to time
in accordance with the terms of the Base Indenture and, accordingly, any such
modification or amendment shall require the prior written consent of the Surety
Provider..
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IN WITNESS WHEREOF, ARG and the Trustee have caused this Series
Supplement to be duly executed by their respective officers hereunto duly
authorized as of the day and year first above written.
ARG FUNDING CORP.
By: /s/ Xxxxxx Xxxxxxx
--------------------------------------
Name: Xxxxxx Xxxxxxx
Title: Vice President and Assistant
Secretary
THE BANK OF NEW YORK,
as Trustee
By: /s/ Xxxxx Xxxxxxx
--------------------------------------
Name: Xxxxx Xxxxxxx
Title: Assistant Treasurer
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TABLE OF CONTENTS
Page
PRELIMINARY STATEMENT ........................................................................................ 1
DESIGNATION .................................................................................................. 1
ARTICLE I DEFINITIONS .................................................................................. 2
ARTICLE II SERIES 1999-1 ALLOCATIONS .................................................................... 36
Section 2.1 Establishment of Series 1999-1 Collection Account, Series 1999-1
Accrued Interest Account and Series 1999-1 Excess Collection Account ................... 36
Section 2.2 Allocations with Respect to the Series 1999-1 Notes .................. 37
Section 2.3 Distribution Dates ................................................... 40
Section 2.4 Payment of Note Interest ............................................. 43
Section 2.5 Payment of Note Principal ............................................ 43
Section 2.6 Servicer's Failure to Instruct the Trustee to Make a Deposit or
Payment ................................................................................ 46
Section 2.7 Series 1999-1 Reserve Account ........................................ 46
Section 2.8 Series 1999-1 Letters of Credit and Series 1999-1 Cash Collateral
Account ................................................................................ 48
Section 2.9 Series 1999-1 Distribution Account ................................... 52
Section 2.10 Series 1999-1 Demand Note and Series 1999-1 Interest Rate
Cap .................................................................................... 54
ARTICLE III AMORTIZATION EVENTS .......................................................................... 54
ARTICLE IV RIGHT TO WAIVE PURCHASE RESTRICTIONS ......................................................... 56
ARTICLE V FORM OF SERIES 1999-1 NOTES .................................................................. 58
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Section 5.1 Restricted Global Series 1999-1 Notes ................................ 58
Section 5.2 Temporary Global Series 1999-1 Notes; Permanent Global Series
1999-1 Notes ........................................................................... 58
ARTICLE VI TERMINATION OF SERIES SUPPLEMENT ............................................................. 59
Section 6.1 Termination of Series Supplement ..................................... 59
Section 6.2 Application of Trust Money ........................................... 60
ARTICLE VII GENERAL ...................................................................................... 60
Section 7.1 Optional Repurchase .................................................. 60
Section 7.2 Information .......................................................... 61
Section 7.3 Series 1999-1 Demand Note ............................................ 63
Section 7.4 Exhibits ............................................................. 64
Section 7.5 Ratification of Base Indenture ....................................... 64
Section 7.6 Notice to Surety Provider and Rating Agencies ........................ 64
Section 7.7 Surety Provider Deemed Noteholder and Secured Party .................. 65
Section 7.8 Third Party Beneficiary .............................................. 65
Section 7.9 Prior Notice by Trustee to Surety Provider ........................... 65
Section 7.10 Subrogation .......................................................... 65
Section 7.11 Counterparts ......................................................... 66
Section 7.12 Governing Law ........................................................ 66
Section 7.13 Amendments ........................................................... 66
EXHIBITS
Exhibit A-1-1: Form of Restricted Global Class A-1 Note
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Exhibit A-1-2: Form of Temporary Global Class A-1 Note
Exhibit A-1-3: Form of Permanent Global Class A-1 Note
Exhibit A-2-1: Form of Restricted Global Class A-2 Note
Exhibit A-2-2: Form of Temporary Global Class A-2 Note
Exhibit A-2-3: Form of Permanent Global Class A-2 Note
Exhibit A-3-1: Form of Restricted Global Class A-3 Note
Exhibit A-3-2: Form of Temporary Global Class A-3 Note
Exhibit A-3-3: Form of Permanent Global Class A-3 Note
Exhibit B: Form of Series 1999-1 Demand Note
Exhibit C-1: Series 1999-1 Eligible Non-Program Manufacturers
Exhibit C-2: Series 1999-1 Eligible Program Manufacturers
Exhibit D: Form of Series 1999-1 Interest Rate Cap
Exhibit E: Form of Series 1999-1 Letter of Credit
Exhibit F: Form of Lease Payment Deficit Notice
Exhibit G Form of Consent
Exhibit H Form of Monthly Noteholders' Statement
76
EXECUTION COPY
ARG FUNDING CORP.,
as Issuer
and
THE BANK OF NEW YORK,
as Trustee
SERIES 1999-1 SUPPLEMENT
dated as of February 26, 1999
to
BASE INDENTURE
dated as of February 26, 1999
$550,000,000 Series 1999-1 Floating Rate Rental Car Asset Backed Notes,Class A-1
$750,000,000 Series 1999-1 5.88% Rental Car Asset Backed Notes, Class A-2
$500,000,000 Series 1999-1 6.02% Rental Car Asset Backed Notes, Class A-3
