Series 2006-1 Supplement


    
      Exhibit
        10.4
        


         

        CENDANT
          RENTAL CAR FUNDING (AESOP) LLC,

         

        as
          Issuer

         

        and

         

        THE
          BANK
          OF NEW YORK,

         

        as
          Trustee and Series 2006-1 Agent

         

        _____________________

         

        SERIES
          2006-1 SUPPLEMENT

         

        dated
          as
          of January 19, 2006

         

        to

         

        SECOND
          AMENDED AND RESTATED BASE INDENTURE

         

        dated
          as
          of June 3, 2004

         

        _____________________

        


        
          
             

          

          
            
            

            
              

            

          

          
             

          

        



        Table
          of Contents


        

          
            	 	 	Page
	
                    ARTICLE
                      I DEFINITIONS

                  	 	
                    1

                  
	
                    ARTICLE
                      II SERIES 2006-1 ALLOCATIONS

                  	 	
                    24

                  


          

          
            
              	 	
                      Section
                        2.1 Establishment of Series 2006-1 Collection Account, Series
                        2006-1
                        

                      Excess
                        Collection Account and Series 2006-1 Accrued Interest

                      Account

                    	 	
                      24

                    
	 	
                      Section
                        2.2 Allocations with Respect to the Series 2006-1 Notes

                    	 	
                      24 

                    
	 	
                      Section
                        2.3 Payments to Noteholders and Each Series 2006-1 Interest
                        Rate

                      Swap
                        Counterparty

                    	 	
                      28 

                    
	 	
                      Section
                        2.4 Payment of Note Interest

                    	 	
                      32 

                    
	 	
                      Section
                        2.5 Payment of Note Principal

                    	 	32 
	 	
                      Section
                        2.6 Administrator’s Failure to Instruct the Trustee to Make a Deposit
                        or

                      Payment

                    	 	36
	 	
                      Section
                        2.7 Series-2006-1 Reserve Account

                    	 	36 
	 	
                      Section
                        2.8 Series 2006-1 Letters of Credit and Series 2006-1 Cash

                      Collateral
                        Account

                    	 	38 
	 	
                      Section
                        2.9 Series 2006-1 Distribution Account

                    	 	43 
	 	
                      Section
                        2.10 Series 2006-1 Interest Rate Swaps

                    	 	44 
	 	
                      Section
                        2.11 Series 2006-1 Accounts Permitted Investments

                    	 	45 
	 	
                      Section
                        2.12 Series 2006-1 Demand Notes Constitute Additional
                        Collateral

                      for
                        Series 2006-1 Notes

                    	 	46 


            

            
              
                	
                        ARTICLE
                          III AMORTIZATION EVENTS

                      	 	46 
	
                        ARTICLE
                          IV RIGHT TO WAIVE PURCHASE RESTRICTIONS

                      	 	48
	
                        ARTICLE
                          V FORM OF SERIES 2006-1 NOTES

                      	 	49
	 	
                        Section
                          5.1 Restricted Global Series 2006-1 Notes

                      	 	49
	 	
                        Section
                          5.2 Temporary Global Series 2006-1 Notes; Permanent Global

                        Series
                          2006-1 Notes

                      	 	49
	
                        ARTICLE
                          VI GENERAL

                      	 	
                        50

                      
	 	
                        Section
                          6.1 Optional Repurchase

                      	 	50 
	 	
                        Section
                          6.2 Information

                      	 	50 
	 	
                        Section
                          6.3 Exhibits

                      	 	50
	 	
                        Section
                          6.4 Ratification of Base Indenture

                      	 	51
	 	
                        Section
                          6.5 Counterparts

                      	 	51 
	 	
                        Section
                          6.6 Governing Law

                      	 	51 
	 	
                        Section
                          6.7 Amendments

                      	 	51 
	 	
                        Section
                          6.8 Discharge of Indenture

                      	 	51 
	 	
                        Section
                          6.9 Notice to Surety Provider, Rating Agencies and each
                          Series

                        2006-1
                          Interest Rate Swap Counterparty

                      	 	51 


              

            

          

        

      

      
        
           

          
            
              (i)

            

            
              
              

              
                

              

            

            
              
              

            

          

        

      

      Table
        of Contents

      (continued)

      
        	 	 	 	Page 
	 	
                Section
                  6.10 Certain Rights of Surety Provider

              	 	52
	 	
                Section
                  6.11 Surety Provider Deemed Noteholder and Secured Party

              	 	52 
	 	
                Section
                  6.12 Capitalization of CRCF

              	 	52 
	 	
                Section
                  6.13 [RESERVED]

              	 	52 
	 	
                Section
                  6.14 Third Party Beneficiary

              	 	52 
	 	
                Section
                  6.15 Prior Notice by Trustee to Surety Provider

              	 	52 
	 	
                Section
                  6.16 Effect of Payments by the Surety Provider

              	 	53
	 	
                Section
                  6.17 Series 2006-1 Demand Notes

              	 	53 
	 	
                Section
                  6.18 Subrogation

              	 	53 
	 	
                Section
                  6.19 Termination of Supplement

              	 	53 
	 	
                Section
                  6.20 Condition to Termination of CRCF’s Obligations

              	 	54
	 	
                Section
                  6.21 Confidential Information.

              	 	54


      

       

      
        
          (ii)

        

        
          
          

          
            

          

        

        
           

        

      

       

          SERIES
        2006-1
        SUPPLEMENT, dated as of January 19, 2006 (this “Supplement”), among
        CENDANT RENTAL CAR FUNDING (AESOP) LLC, a special purpose limited liability
        company estab­lished under the laws of Delaware (“CRCF”), THE BANK OF
        NEW YORK, a New York banking corporation, as trustee (in such capacity, and
        together with its successors in trust thereunder as provided in the Base
        Indenture referred to below, the “Trustee”), and THE BANK OF NEW
        YORK, as agent (in such capacity, the “Series 2006-1 Agent”) for the
        benefit of the Series 2006-1 Noteholders, each Series 2006-1 Interest Rate
        Swap
        Counterparty and the Surety Provider, to the Second Amended and Restated
        Base
        Indenture, dated as of June 3, 2004, between CRCF and the Trustee (as amended,
        modi­fied or supplemented from time to time, exclusive of Supplements
        creating a new Series of Notes, the “Base Indenture”).

      PRELIMINARY
        STATEMENT

          WHEREAS,
        Sections 2.2
        and 12.1 of the Base Indenture provide, among other things, that CRCF 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 Supplement, and such Series of Notes shall be designated as the Series
        2006-1 Floating Rate Rental Car Asset Backed Notes.

          The
        proceeds from the
        sale of the Series 2006-1 Notes shall be deposited in the Collection Account
        and
        shall be paid to CRCF and used to make Loans under the Loan Agreements to
        the
        extent that the Borrowers have requested Loans thereunder and Eligible Vehicles
        are available for acquisition or refinancing thereunder on the date
        hereof.  Any such portion of proceeds not so used to make Loans shall be
        deemed to be Principal Collections.

          The
        Series 2006-1
        Notes are a non-Segregated Series of Notes (as more fully described in the
        Base
        Indenture).  Accordingly, all references in this Supplement to “all” Series
        of Notes (and all references in this 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 I
        thereto.  All Arti­cle, Section, Subsec­tion or Exhibit references
        herein shall refer to Articles, Sections, Subsections or Exhibits of this
        Supplement, 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 2006-1 Notes and not to any other
        Series
        of Notes issued by CRCF.  In the event that a term used herein shall be
        defined both herein and in the Base Indenture, the definition of such term
        herein shall govern.

          (b)        
        The following words and phrases shall have the following meanings with respect
        to the Series 2006-1 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:

          “Adjusted
        Net Book
        Value” means, as of any date of determination, with respect to each Adjusted
        Program Vehicle as of such date, the product of 0.965 and the Net Book Value
        of
        such Adjusted Program Vehicle as of such date.

           “Authorized
        Newspaper” means the Luxemburger Wort or other daily newspaper of
        general circulation in Luxembourg (or if publication is not practical in
        Luxembourg, in Europe). 

          “Business
        Day”
means any day other than (a) a Saturday or a Sunday or (b) a day on which
        the
        Surety Provider or banking institutions in New York City or in the city in
        which
        the corporate trust office of the Trustee is located are authorized or obligated
        by law or executive order to close.

          “Certificate
        of
        Lease Deficit Demand” means a certificate substantially in the form of
Annex A to the Series 2006-1 Letters of Credit.

          “Certificate
        of
        Termination Date Demand” means a certificate substantially in the form of
Annex D to the Series 2006-1 Letters of Credit.

          “Certificate
        of
        Termination Demand” means a certificate substantially in the form of
Annex C to the Series 2006-1 Letters of Credit.

          “Certificate
        of
        Unpaid Demand Note Demand” means a certificate substantially in the form of
Annex B to the Series 2006-1 Letters of Credit.

          “Clearstream”
        is defined in Section 5.2.

          “Confirmation
        Condition” means, with respect to any Bankrupt Manufacturer which is a
        debtor in Chapter 11 Proceedings, a condition that shall be satisfied upon
        the
        bankruptcy court having competent jurisdiction over such Chapter 11 Proceedings
        issuing an order that remains in effect approving (i) the assumption of such
        Bankrupt Manufacturer’s Manufacturer Program (and the related Assignment
        Agreements) by such Bankrupt Manufacturer or the trustee in bankruptcy of
        such
        Bankrupt Manufacturer under Section 365 of the Bankruptcy Code and at the
        time
        of such assumption, the payment of all amounts due and payable by such Bankrupt
        Manufacturer under such Manufacturer Program and the curing of all other
        defaults by the Bankrupt Manufacturer thereunder or (ii) the execution, delivery
        and performance by such Bankrupt Manufacturer of a new post-petition
        Manufacturer Program (and the related assignment agreements) on the same
        terms
        and covering the same Vehicles as such Bankrupt Manufacturer’s Manufacturer
        Program (and the related Assignment Agreements) in 

      
        
           

        

        
          -2-

          
            

          

        

        
           

        

      

       

      effect on the date
        such
        Bankrupt Manufacturer became subject to such Chapter 11 Proceedings and,
        at the
        time of the execution and delivery of such new post-petition Manufacturer
        Program, the payment of all amounts due and payable by such Bankrupt
        Manufacturer under such Manufacturer Program and the curing of all other
        defaults by the Bankrupt Manufacturer thereunder; provided that
        notwithstanding the foregoing, the Confirmation Condition shall be deemed
        satisfied until the 90th calendar day following the initial filing in
        respect of such Chapter 11 Proceedings.

          “Consent”
is
        defined in Article IV.

          “Consent
        Period
        Expiration Date” is defined in Article IV.

          “Demand
        Note
        Issuer” means each issuer of a Series 2006-1 Demand Note.

          “Designated
        Amounts” is defined in Article IV.

          “Disbursement”
        means any Lease Deficit Disbursement, any Unpaid Demand Note Disbursement,
        any
        Termination Date Disbursement or any Termination Disbursement under a Series
        2006-1 Letter of Credit, or any combination thereof, as the context may
        require.

          “Euroclear”
is
        defined in Section 5.2.

          “Excess
        Collections” is defined in Section 2.3(f)(i).

          “Excluded
        Receivable Amount” means, as of any date of determination, the greater of
        the Moody’s Excluded Receivable Amount and the Standard & Poor’s Excluded
        Receivable Amount as of such date.

          “Finance
        Guide” means the Black Book Official Finance/Lease Guide.

          “Fixed
        Rate
        Payment” means, for any Distribution Date, the amount, if any, payable by
        CRCF as the “Fixed Amount” under any Series 2006-1 Interest Rate Swap after the
        netting of payments due to CRCF as the “Floating Amount” from the Series 2006-1
        Interest Rate Swap Counterparty under such Series 2006-1 Interest Rate Swap
        on
        such Distribution Date.

          “Inclusion
        Date” means, with respect to any Vehicle, the date that is three months
        after the earlier of (i) the date such Vehicle became a Redesignated Vehicle
        and
        (ii) if the Manufacturer of such Vehicle is a Bankrupt Manufacturer, the
        date
        upon which the Event of Bankruptcy which caused such Manufacturer to become
        a
        Bankrupt Manufacturer first occurred.

          “Insurance
        Agreement” means the Insurance Agreement, dated as of January 19, 2006,
        among the Surety Provider, the Trustee and CRCF, which shall constitute an
        “Enhancement Agreement” with respect to the Series 2006-1 Notes for all purposes
        under the Indenture.

          “Insured
        Principal
        Deficit Amount” means, with respect to any Distribution Date, the excess, if
        any, of (a) the Series 2006-1 Outstanding Principal Amount on such Distribution
        Date (after giving effect to the distribution of the Monthly Total Principal
        Allocation for the 

      
        
           

        

        
          -3-

          
            

          

        

        
           

        

      

       

      Related Month) over
        (b)
        the sum of the Series 2006-1 Available Reserve Account Amount on such
        Distribution Date, the Series 2006-1 Letter of Credit Amount on such
        Distribution Date and the Series 2006-1 AESOP I Operating Lease Loan Agreement
        Borrowing Base on such Distribution Date.

          “Lease
        Deficit
        Disbursement” means an amount drawn under a Series 2006-1 Letter of Credit
        pursuant to a Certificate of Lease Deficit Demand.

          “LIBOR”
means,
        with respect to each Series 2006-1 Interest Period, a rate per annum to be
        determined by the Trustee as follows:

      (i)           
        On each LIBOR Determination Date, the Trustee will determine the London
        interbank offered rate for U.S. dollar deposits for one month that appears
        on
        Telerate Page 3750 as it relates to U.S. dollars as of 11:00 a.m., London
        time,
        on such LIBOR Determination Date:

      (ii)           
        If, on any LIBOR Determination Date, such rate does not appear on Telerate
        Page
        3750, the Trustee will request that the principal London offices of each
        of four
        major banks in the London interbank market selected by the Trustee 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 2006-1 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 2006-1 Interest Period will be the arithmetic mean of
        such quotations; or

      (iii)           
        If fewer than two such quotations are provided pursuant to clause (ii), “LIBOR”
for such Series 2006-1 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 2006-1 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 2006-1 Interest Period will be the same as “LIBOR” for the immediately
        preceding Series 2006-1 Interest Period.

          “LIBOR
        Determination Date” means, with respect to any Series 2006-1 Interest
        Period, the second London Banking Day preceding the first day of such Series
        2006-1 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.

          “Market
        Value Average” means, as of any day, the percentage equivalent of a
        fraction, the numerator of which is the average of the Selected Fleet Market
        Value as of the 

      
        
           

        

        
          -4-

          
            

          

        

        
           

        

      

       

      preceding
        Determination Date and the two Determination Dates precedent thereto and
        the
        denomin­ator of which is the sum of (a) the average of the aggregate Net
        Book Value of all Non-Program Vehicles (excluding (i) any Unaccepted
        Program Vehicles, (ii) any Excluded Redesignated Vehicles and (iii) any
        other Non-Program Vehicles that are subject to a Manufacturer Program with
        an
        Eligible Non-Program Manufacturer with respect to which no Manufacturer Event
        of
        Default has occurred and is continuing) and (b) the average of the aggregate
        Adjusted Net Book Value of all Adjusted Program Vehicles, in the case of
        each of
        clause (a) and (b) leased under the AESOP I Operating Lease and the Finance
        Lease as of the preceding Determination Date and the two Determination Dates
        precedent thereto.

          “Monthly
        Total
        Principal Allocation” means for any Related Month the sum of all Series
        2006-1 Principal Allocations with respect to such Related Month.

          “Moody’s
        Excluded
        Manufacturer Receivable Specified Percentage” means, as of any date of
        determination, with respect to each Moody’s Non-Investment Grade Manufacturer as
        of such date, the percentage (not to exceed 100%) most recently specified
        in
        writing by Moody’s to CRCF and the Trustee and consented to by the Surety
        Provider with respect to such Moody’s Non-Investment Grade Manufacturer;
provided, however, that as of the Series 2006-1 Closing Date the
        Moody’s Excluded Manufacturer Receivable Specified Percentage for each Moody’s
        Non-Investment Grade Manufacturer shall be 100%; providedfurther
        that the initial Moody’s Excluded Manufacturer Receivable Specified Percentage
        with respect to any Manufacturer that becomes a Moody’s Non-Investment Grade
        Manufacturer after the Series 2006-1 Closing Date shall be 100%.

          “Moody’s
        Excluded
        Receivable Amount” means, as of any date of determination, the sum of the
        following amounts with respect to each Moody’s Non-Investment Grade Manufacturer
        as of such date: the product of (i) to the extent such amounts are included
        in
        the calculation of AESOP I Operating Lease Loan Agreement Borrowing Base
        as of
        such date, all amounts receivable, as of such date, by AESOP Leasing or the
        Intermediary from such Moody’s Non-Investment Grade Manufacturer and (ii) the
        Moody’s Excluded Manufacturer Receivable Specified Percentage for such Moody’s
        Non-Investment Grade Manufacturer as of such date.

          “Moody’s
        Non-Investment Grade Manufacturer” means, as of any date of determination,
        any Manufacturer that (i) is not a Bankrupt Manufacturer and (ii) does not
        have
        a long-term senior unsecured debt rating of at least “Baa3” from Moody’s;
provided that any Manufacturer whose long-term senior unsecured debt
        rating is downgraded from at least “Baa3” to below “Baa3” by Moody’s after the
        Series 2006-1 Closing Date shall not be deemed a Moody’s Non-Investment Grade
        Manufacturer until the thirtieth (30th) calendar day following such
        downgrade.

          “Past
        Due Rent
        Payment” is defined in Section 2.2(g).

          “Permanent
        Global
        Series 2006-1 Note” is defined in Section 5.2.

          “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 2006-1
        Demand
        Notes included in the Series 2006-1 Demand Note Payment Amount as of the
        Series
        2006-1 

       

      
        
           

        

        
          -5-

          
            

          

        

        
           

        

      

       

      Letter of Credit
        Termination Date that were paid by the Demand Note Issuers 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 sixty (60) consecutive
        days) with respect to a Demand Note Issuer 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 for all Demand Note Issuers 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 2006-1 Demand Note Payment Amount
        as of
        the date of the conclusion or dismissal of such proceedings.

          “Principal
        Deficit
        Amount” means, as of any date of determination, the excess, if any, of (i)
        the Series 2006-1 Invested Amount on such date (after giving effect to the
        distribution of the Monthly Total Principal Allocation for the Related Month
        if
        such date is a Distribution Date) over (ii) the Series 2006-1 AESOP I Operating
        Lease Loan Agreement Borrowing Base on such date; provided,
however the Principal Deficit Amount on any date occurring during
        the
        period commencing on and including the date of the filing by any of the Lessees
        of a petition for relief under Chapter 11 of the Bankruptcy Code to but
        excluding the date on which each of the Lessees shall have resumed making
        all
        payments of the portion of Monthly Base Rent relating to Loan Interest required
        to be made under the AESOP I Operating Lease, shall mean the excess, if any,
        of
        (x) the Series 2006-1 Invested Amount on such date (after giving effect to
        the
        distribution of Monthly Total Principal Allocation for the Related Month
        if such
        date is a Distribution Date) over (y) the sum of (1) the Series 2006-1 AESOP
        I
        Operating Lease Loan Agreement Borrowing Base on such date and (2) the lesser
        of
        (a) the Series 2006-1 Liquidity Amount on such date and (b) the Series 2006-1
        Required Liquidity Amount on such date.

          “Pro
        Rata
        Share” means, with respect to any Series 2006-1 Letter of Credit Provider as
        of any date, the fraction (expressed as a percentage) obtained by dividing
        (A)
        the available amount under such Series 2006-1 Letter of Credit Provider’s Series
        2006-1 Letter of Credit as of such date by (B) an amount equal to the aggregate
        available amount under all Series 2006-1 Letters of Credit as of such date;
        provided, that only for purposes of calculating the Pro Rata Share with
        respect to any Series 2006-1 Letter of Credit Provider as of any date, if
        such
        Series 2006-1 Letter of Credit Provider has not complied with its obligation
        to
        pay the Trustee the amount of any draw under its Series 2006-1 Letter of
        Credit
        made prior to such date, the available amount under such Series 2006-1 Letter
        of
        Credit Provider’s Series 2006-1 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 2006-1 Letter of Credit Provider has
        paid
        such amount to the Trustee and been reimbursed by the Lessee or the applicable
        Demand Note Issuer, 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
        2006-1 Letter of Credit).

          “Qualified
        Interest Rate Swap Counterparty” means a counterparty (A) who is acceptable
        to the Surety Provider (in the exercise of its reasonable judgment) and (B)
        who
        is a 

      
        
           

        

        
          -6-

          
            

          

        

        
           

        

      

       

      bank or other financial
        institution, which is acceptable to each Rating Agency or which has, or which
        has all of its obligations under its Series 2006-1 Interest Rate Swap guaranteed
        by a Person that has, (i) a short-term senior, unsecured debt, deposit, claims
        paying or credit (as the case may be) rating of at least “A-1”, or if such bank,
        financial institution or Person does not have a short-term senior, unsecured
        debt rating, then a long-term senior, unsecured debt, deposit, claims paying
        or
        credit (as the case may be) rating of at least “A+”, in each case, from Standard
& Poor’s and (ii) a short-term senior, unsecured debt, deposit, claims
        paying or credit (as the case may be) rating of “P-1”, or if such bank,
        financial institution or Person does not have a short-term senior, unsecured
        debt rating, then a long-term senior, unsecured debt, deposit, claims paying
        or
        credit (as the case may be) rating of at least “A1”, in each case, from
        Moody’s.

          “Requisite
        Noteholders” means Series 2006-1 Noteholders holding more than 50% of the
        Series 2006-1 Invested Amount.

          “Restricted
        Global
        Series 2006-1 Note” is defined in Section 5.1.

          “Selected
        Fleet
        Market Value” means, with respect to all Adjusted Program Vehicles and all
        Non-Program Vehicles (excluding (i) any Unaccepted Program Vehicles, (ii)
        any
        Excluded Redesignated Vehicles and (iii) any other Non-Program Vehicles that
        are
        subject to a Manufacturer Program with an Eligible Non-Program Manufacturer
        with
        respect to which no Manufacturer Event of Default has occurred and is
        continuing) as of any date of determination, the sum of the respective Market
        Values of each such Adjusted Program Vehicle and each such Non-Program Vehicle,
        in each case subject to the AESOP I Operating Lease or the Finance Lease
        as of
        such date.  For purposes of computing the Selected Fleet Market Value, the
“Market Value” of an Adjusted Program Vehicle or a Non-Program Vehicle means the
        market value of such Vehicle as specified in the most recently published
        NADA
        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 then leased under the AESOP I Operating Lease and the Finance Lease;
        provided, that if the NADA Guide is not being published or the NADA Guide
        is being published but such Vehicle is not included therein, the Market Value
        of
        such Vehicle shall be based on the market value specified in the most recently
        published Finance 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 then leased under the AESOP I Operating Lease or the
        Finance Lease; provided, further, that if the Finance Guide is
        being published but such Vehicle is not included therein, the Market Value
        of
        such Vehicle shall mean (x) in the case of an Adjusted Program Vehicle, the
        Adjusted Net Book Value of such Adjusted Program Vehicle and (y) in the case
        of
        a Non-Program Vehicle, the Net Book Value of such Non-Program Vehicle
provided, further, that if the Finance Guide is not being
        published, the Market Value of such Vehicle shall be based on an independent
        third-party data source selected by the Administrator and approved by each
        Rating Agency that is rating any Series of Notes and the Surety Provider
        (such
        approval not to be unreasonably withheld or delayed), at the request of CRCF
        based on the average equipment and average mileage of each Vehicle of such
        model
        class and model year then leased under the AESOP I Operating Lease or the
        Finance Lease; provided, further, that if no such third-party data
        source or methodology shall have been so approved or any such third-party
        data
        source or methodology is not available, the Market Value of such Vehicle
        shall
        be equal to a reasonable estimate of the 

      
        
           

        

        
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      wholesale market value
        of
        such Vehicle as determined by the Administrator, based on the Net Book Value
        of
        such Vehicle and any other factors deemed relevant by the Administrator.

          “Series
        2000-2
        Notes” means the Series of Notes designated as the Series 2000-2
        Notes.

           “Series
        2001-2
        Notes” means the Series of Notes designated as the Series 2001-2
        Notes.

          “Series
        2002-1
        Notes” means the Series of Notes designated as the Series 2002-1
        Notes.

          “Series
        2002-2
        Notes” means the Series of Notes designated as the Series 2002-2
        Notes.

          “Series
        2002-3
        Notes” means the Series of Notes designated as the Series 2002-3
        Notes.

          “Series
        2003-1
        Notes” means the Series of Notes designated as the Series 2003-1
        Notes.

          “Series
        2003-2
        Notes” means the Series of Notes designated as the Series 2003-2
        Notes.

          “Series
        2003-3
        Notes” means the Series of Notes designated as the Series 2003-3
        Notes.

          “Series
        2003-4
        Notes” means the Series of Notes designated as the Series 2003-4
        Notes.

          “Series
        2003-5
        Notes” means the Series of Notes designated as the Series 2003-5
        Notes.

          “Series
        2004-1
        Notes” means the Series of Notes designated as the Series 2004-1
        Notes.

          “Series
        2004-2
        Notes” means the Series of Notes designated as the Series 2004-2
        Notes.

          “Series
        2004-4
        Notes” means the Series of Notes designated as the Series 2004-4
        Notes.

          “Series
        2005-1
        Notes” means the Series of Notes designated as the Series 2005-1
        Notes.

          “Series
        2005-2
        Notes” means the Series of Notes designated as the Series 2005-2
        Notes.

       

      
        
           

        

        
          -8-

          
            

          

        

        
           

        

      

       

          “Series
        2005-3
        Notes” means the Series of Notes designated as the Series 2005-3
        Notes.

          “Series
        2005-4
        Notes” means the Series of Notes designated as the Series 2005-4
        Notes.

          “Series
        2006-1
        Accounts” means each of the Series 2006-1 Distribution Account, the Series
        2006-1 Reserve Account, the Series 2006-1 Collection Account, the Series
        2006-1
        Excess Collection Account and the Series 2006-1 Accrued Interest Account.

          “Series
        2006-1
        Accrued Interest Account” is defined in Section 2.1(b).

          “Series
        2006-1
        Adjusted Monthly Interest” means (a) for the initial Distribution Date, an
        amount equal to $2,586,721.50 and (b) for any other
        Distribution Date, the sum of (i) an amount equal to the product of (1) the
        Series 2006-1 Note Rate for the Series 2006-1 Interest Period ending on the
        day
        preceding such Distribution Date, (2) the Series 2006-1 Outstanding Principal
        Amount on the first day of such Series 2006-1 Interest Period and (3) a
        fraction, the numerator of which is the number of days in such Series 2006-1
        Interest Period and the denominator of which is 360 and (ii) any amount
        described in clause (b)(i) with respect to a prior Distribution Date that
        remains unpaid as of such Distribution Date (together with any accrued interest
        on such amount).

          “Series
        2006-1
        AESOP I Operating Lease Loan Agreement Borrowing Base” means, as of any date
        of deter­mination, the product of (a) the Series 2006-1 AESOP I Operating
        Lease Vehicle Percentage as of such date and (b) the excess of (i) the
        AESOP I Operating Lease Loan Agreement Borrowing Base as of such date
over (ii) the Excluded Receivable Amount as of such date.

          “Series
        2006-1
        AESOP I Operating Lease Vehicle Percentage” means, as of any date of
        determination, a fraction, expressed as a percentage (which percentage shall
        never exceed 100%), the numerator of which is the Series 2006-1 Required
        AESOP I
        Operating Lease Vehicle Amount as of such date and the denominator of which
        is
        the sum of the Required AESOP I Operating Lease Vehicle Amounts for all Series
        of Notes as of such date.    

          “Series
        2006-1
        Agent” is defined in the recitals hereto.

          “Series
        2006-1
        Available Cash Collateral Account Amount” means, as of any date of
        determination, the amount on deposit in the Series 2006-1 Cash Collateral
        Account (after giving effect to any deposits thereto and withdrawals and
        releases therefrom on such date).

          “Series-2006-1
        Available Reserve Account Amount” means, as of any date of determination,
        the amount on deposit in the Series 2006-1 Reserve Account (after giving
        effect
        to any deposits thereto and with­drawals and releases therefrom on such
        date).

          “Series
        2006-1
        Carryover Controlled Amortization Amount” means, with respect to any Related
        Month during the Series 2006-1 Controlled Amortization Period, the amount,
        if
        any, by which the portion of the Monthly Total Principal Allocation paid
        to the
        Series 2006-1 Noteholders pursuant to Section 2.5(e) for the previous Related
        Month was less than the Series 

      
        
           

        

        
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      2006-1 Controlled
        Distribution Amount for the previous Related Month; provided,
however, that for the first Related Month in the Series 2006-1 Controlled
        Amortization Period, the Series 2006-1 Carryover Controlled Amortization
        Amount
        shall be zero.

          “Series
        2006-1
        Cash Collateral Account” is defined in Section 2.8(f).

          “Series
        2006-1
        Cash Collateral Account Collateral” is defined in Section 2.8(a).

          “Series
        2006-1
        Cash Collateral Account Surplus” means, with respect to any Distribution
        Date, the lesser of (a) the Series 2006-1 Available Cash Collateral Account
        Amount and (b) the lesser of (A) the excess, if any, of the Series 2006-1
        Liquidity Amount (after giving effect to any with­drawal from the Series
        2006-1 Reserve Account on such Distribution Date) over the Series 2006-1
        Required Liquidity Amount on such Distribution Date and (B) the excess, if
        any,
        of the Series 2006-1 Enhancement Amount (after giving effect to any withdrawal
        from the Series 2006-1 Reserve Account on such Distribution Date) over the
        Series 2006-1 Required Enhancement Amount on such Distribution Date;
provided, however that, on any date after the Series 2006-1 Letter
        of Credit Termination Date, the Series 2006-1 Cash Collateral Account Surplus
        shall mean the excess, if any, of (x) the Series 2006-1 Available Cash
        Collateral Account Amount over (y) the Series 2006-1 Demand Note Payment
        Amount
minusthe Pre-Preference Period Demand Note Payments as of such
        date.

          “Series
        2006-1
        Cash Collateral Percentage” means, as of any date of determination, the
        percentage equivalent of a fraction, the numerator of which is the Series
        2006-1
        Available Cash Collateral Amount as of such date and the denominator of which
        is
        the Series 2006-1 Letter of Credit Liquidity Amount as of such date.

          “Series
        2006-1
        Closing Date” means January 19, 2006.

          “Series
        2006-1
        Collateral” means the Collater­al, each Series 2006-1 Letter of Credit,
        each Series 2006-1 Demand Note, the Series 2006-1 Distribution Account
        Collateral, the Series 2006-1 Interest Rate Swap Collateral, the Series 2006-1
        Cash Collateral Account Collateral and the Series 2006-1 Reserve Account
        Collateral.

          “Series
        2006-1
        Collection Account” is defined in Section 2.1(b).

          “Series
        2006-1
        Controlled Amortization Amount” means with respect to any Related Month
        during the Series 2006-1 Controlled Amortization Period, $100,000,000.

          “Series
        2006-1
        Controlled Amortization Period” means the period commencing at the opening
        of business on September 1, 2010 (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 2006-1 Rapid Amortization
        Period, (ii) the date on which the Series 2006-1 Notes are fully paid and
        (iii)
        the termination of the Indenture.

          “Series
        2006-1
        Controlled Distribution Amount” means, with respect to any Related Month
        during the Series 2006-1 Controlled Amortization Period, an amount equal
        to the
        sum of the Series 2006-1 Controlled Amortization Amount and any Series 2006-1
        Carryover Controlled Amortization Amount for such Related Month.

       

      
        
           

        

        
          -10-

          
            

          

        

        
           

        

      

       

          “Series
        2006-1
        Demand Note” means each demand note made by a Demand Note Issuer,
        substantially in the form of Exhibit C, as amended, modified or restated
        from time to time.

          “Series
        2006-1
        Demand Note Payment Amount” means, as of the Series 2006-1 Letter of Credit
        Termination Date, the aggregate amount of all proceeds of demands made on
        the
        Series 2006-1 Demand Notes pursuant to Section 2.5(b) or (c) that were
        deposited into the Series 2006-1 Distribution Account and paid to the Series
        2006-1 Noteholders during the one year period ending on the Series 2006-1
        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 sixty (60) consecutive
        days) with respect to a Demand Note Issuer shall have occurred during such
        one
        year period, the Series 2006-1 Demand Note Payment Amount as of the Series
        2006-1 Letter of Credit Termination Date shall equal the Series 2006-1 Demand
        Note Payment Amount as if it were calculated as of the date of such
        occurrence.

          “Series
        2006-1
        Deposit Date” is defined in Section 2.2.

          “Series
        2006-1
        Distribution Account” is defined in Section 2.9(a).

          “Series
        2006-1
        Distribution Account Collateral” is defined in Section 2.9(d).

          “Series
        2006-1
        Eligible Letter of Credit Provider” means a Person satisfactory to CCRG, the
        Demand Note Issuers and the Surety Provider and having, at the time of the
        issuance of the related Series 2006-1 Letter of Credit, a long-term senior
        unsecured debt rating (or the equivalent thereof in the case of Moody’s or
        Standard & Poor’s, as applicable) of at least “A+” from Standard &
Poor’s and at least “Al” from Moody’s and a short-term senior unsecured debt
        rating of at least “A-1” from Standard & Poor’s and “P-1” from Moody’s that
        is (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; provided,
however, that if a Person is not a Series 2006-1 Letter of Credit
        Provider (or a letter of credit provider under the Supplement for any other
        Series of Notes), then such Person shall not be a Series 2006-1 Eligible
        Letter
        of Credit Provider until CRCF has provided 10 days’ prior notice to the Rating
        Agencies that such Person has been proposed as a Series 2006-1 Letter of
        Credit
        Provider.

          “Series
        2006-1
        Enhancement” means the Series 2006-1 Cash Collateral Account Collateral, the
        Series 2006-1 Letters of Credit, the Series 2006-1 Demand Notes, the Series
        2006-1 Overcollateralization Amount and the Series 2006-1 Reserve Account
        Amount.

          “Series
        2006-1
        Enhancement Amount” means, as of any date of determination, the sum of (i)
        the Series 2006-1 Overcollateralization Amount as of such date, (ii) the
        Series
        2006-1 Letter of Credit Amount as of such date, (iii) the Series 2006-1
        Avail­able Reserve Account Amount as of such date and (iv) the amount of
        cash and Permitted Investments on deposit in the Series 2006-1 Collection
        Account (not including amounts allocable to the Series 2006-1 Accrued Interest
        Account) and the Series 2006-1 Excess Collection Account as of such date.

      
        
           

        

        
          -11-

          
            

          

        

        
           

        

      

          

          “Series
        2006-1
        Enhancement Deficiency” means, on any date of determination, the amount by
        which the Series 2006-1 Enhancement Amount is less than the Series 2006-1
        Required Enhancement Amount as of such date.

          “Series
        2006-1
        Excess Collection Account” is defined in Section 2.1(b).

          “Series
        2006-1
        Expected Final Distribution Date” means the March 2011 Distribution
        Date.

          “Series
        2006-1
        Final Distribution Date” means the March 2012 Distribution Date.

          “Series
        2006-1
        Initial Invested Amount” means the aggregate initial principal amount of the
        Series 2006-1 Notes, which is $600,000,000.

          “Series
        2006-1
        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
        2006-1 Interest Period shall com­mence on and include the Series 2006-1
        Closing Date and end on and include February 20, 2006.

          “Series
        2006-1
        Interest Rate Swap” is defined in Section 2.10(a).

          “Series
        2006-1
        Interest Rate Swap Collateral” is defined in Section 2.10(d).

          “Series
        2006-1
        Interest Rate Swap Counterparty” means CRCF’s counterparty under any
        Series 2006-1 Interest Rate Swap.

          “Series
        2006-1
        Interest Rate Swap Proceeds” means the amounts received by the Trustee from
        a Series 2006-1 Interest Rate Swap Counterparty from time to time in respect
        of
        any Series 2006-1 Interest Rate Swap (including amounts received from a
        guarantor or from collateral).

          “Series
        2006-1
        Invested Amount” means, when used with respect to any date, an amount equal
        to the Series 2006-1 Outstanding Principal Amount plus the sum of (a) the
        amount of any principal payments made to the Series 2006-1 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 Series 2006-1 Noteholders that have
        been rescinded or otherwise returned by the Series 2006-1 Noteholders for
        any
        reason.

          “Series
        2006-1
        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 shall be equal to the sum of the Series 2006-1 Invested
        Amount and the Series 2006-1 Over­collateral­iza­tion Amount,
        determined during the Series 2006-1 Revolving Period as of the end of the
        Related Month (or, until the end of the initial Related Month, on the Series
        2006-1 Closing Date), or, during the Series 2006-1 Controlled Amortization
        Period and the Series 2006-1 Rapid Amortization Period, as of the end of
        the
        Series 2006-1 Revolving Period, and the denominator of which shall be the
        greater of (I) the Aggregate 

      
        
           

        

        
          -12-

          
            

          

        

        
           

        

      

       

      Asset Amount
        as of
        the end of the Related Month or, until the end of the initial Related Month,
        as
        of the Series 2006-1 Closing Date, and (II) as of the same date as in clause
        (I), the sum of the numerators used to deter­mine (i) invested percentages
        for allocations with respect to Principal Collections (for all Series of
        Notes
        and all classes of such Series of Notes) and (ii) overcollateralization
        percentages for alloca­tions with respect to Principal Collections (for all
        Series of Notes that provide for credit enhancement in the form of
        overcollateralization); and

      (b)           
when used with
        respect to Interest Col­lections, the percentage equivalent
        (which percent­age shall never exceed 100%) of a fraction, the
        nu­merator of which shall be the Accrued Amounts with respect to the Series
        2006-1 Notes on such date of determina­tion, and the denominator of which
        shall be the aggregate Accrued Amounts with respect to all Series of Notes
        on
        such date of determination.

          “Series
        2006-1
        Lease Interest Payment Deficit” means, on any Distribution Date, an amount
        equal to the excess, if any, of (a) the aggregate amount of Interest Collections
        which pursuant to Section 2.2(a), (b), (c) or (d) would have been allocated
        to
        the Series 2006-1 Accrued Interest Account if all payments of Monthly Base
        Rent
        required to have been made under the Leases from and excluding the preceding
        Distribution Date to and including such Distribution Date were made in full
        over
        (b) the aggregate amount of Interest Collections which pursuant to Section
        2.2(a), (b), (c) or (d) have been allocated to the Series 2006-1 Accrued
        Interest Account (excluding any amounts paid into the Series 2006-1 Accrued
        Interest Account pursuant to the proviso in Sections 2.2(c)(ii) and/or
        2.2(d)(ii)) from and excluding the preceding Distribution Date to and including
        such Distribution Date.  

          “Series
        2006-1
        Lease Payment Deficit” means either a Series 2006-1 Lease Interest Payment
        Deficit or a Series 2006-1 Lease Principal Payment Deficit.

          “Series
        2006-1
        Lease Principal Payment Carryover Deficit” means (a) for the initial
        Distribution Date, zero and (b) for any other Distribution Date, the excess
        of
        (x) the Series 2006-1 Lease Principal Payment Deficit, if any, on the preceding
        Distribution Date over (y) the amount deposited in the Distribution
        Account on such preceding Distribution Date pursuant to Section 2.5(b) on
        account of such Series 2006-1 Lease Principal Payment Deficit.

          “Series
        2006-1
        Lease Principal Payment Deficit” means on any Distribution Date the sum of
        (a) the Series 2006-1 Monthly Lease Principal Payment Deficit for such
        Distribution Date and (b) the Series 2006-1 Lease Principal Payment Carryover
        Deficit for such Distribution Date.

          “Series
        2006-1
        Letter of Credit” means an irrevocable letter of credit, if any,
        substan­tially in the form of Exhibit D issued by a Series 2006-1
        Eligible Letter of Credit Provider in favor of the Trustee for the benefit
        of
        the Series 2006-1 Noteholders, each Series 2006-1 Interest Rate Swap
        Counterparty and the Surety Provider in form and substance satisfactory to
        the
        Surety Provider.

          “Series
        2006-1
        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 

      
        
           

        

        
          -13-

          
            

          

        

        
           

        

      

       

      each Series 2006-1
        Letter
        of Credit on which no draw has been made pursuant to Section 2.8(c), as
        specified therein, and (ii) if the Series 2006-1 Cash Collateral Account
        has been established and funded pursuant to Section 2.8, the Series 2006-1
        Available Cash Collateral Account Amount on such date and (b) the aggregate
        outstanding principal amount of the Series 2006-1 Demand Notes on such
        date.

          “Series
        2006-1
        Letter of Credit Expiration Date” means, with respect to any Series 2006-1
        Letter of Credit, the expiration date set forth in such Series 2006-1 Letter
        of
        Credit, as such date may be extended in accordance with the terms of such
        Series
        2006-1 Letter of Credit.

          “Series
        2006-1
        Letter of Credit Liquidity Amount” means, as of any date of determination,
        the sum of (a) the aggregate amount available to be drawn on such date under
        each Series 2006-1 Letter of Credit on which no draw has been made pursuant
        to
        Section 2.8(c), as specified therein, and (b) if the Series 2006-1 Cash
        Collateral Account has been established and funded pursuant to Section 2.8,
        the Series 2006-1 Available Cash Collateral Account Amount on such date.

          “Series
        2006-1
        Letter of Credit Provider” means the issuer of a Series 2006-1 Letter of
        Credit.

          “Series
        2006-1
        Letter of Credit Termination Date” means the first to occur of (a) the
        date on which the Series 2006-1 Notes are fully paid and the Surety Provider
        has
        been paid all Surety Provider Fees and all other Surety Provider Reimbursement
        Amounts then due, (b) the Series 2006-1 Termination Date and (c) such earlier
        date consented to by the Surety Provider and the Rating Agencies which consent
        by the Surety Provider shall be in writing.

          “Series
        2006-1
        Limited Liquidation Event of Default” means, so long as such event or
        condition contin­ues, any event or condition of the type specified in
        clauses (a) through (j) of Article III; provided, however, that
        any event or condition of the type specified in clauses (a) through (e) and
        (h)
        through (j) of Article III shall not constitute a Series 2006-1 Limited
        Liquidation Event of Default if (i) within the thirty (30) day period
        immediately following the occurrence of such Amortization Event, such
        Amortization Event shall have been cured and, after such cure of such
        Amor­tization Event is provided for, the Trustee shall have received the
        written consent of the Surety Provider waiving the occurrence of such Series
        2006-1 Limited Liquidation Event of Default or (ii) the Trustee shall have
        received the written consent of the Surety Provider waiving the occurrence
        of
        such Series 2006-1 Limited Liquidation Event of Default.

          “Series
        2006-1
        Liquidity Amount” means, as of any date of determination, the sum of (a) the
        Series 2006-1 Letter of Credit Liquidity Amount on such date and (b) the
        Series
        2006-1 Available Reserve Account Amount on such date.

          “Series
        2006-1
        Maximum Aggregate Kia/Isuzu/Subaru/Hyundai/Suzuki Amount” means, as of any
        day, with respect to Kia, Isuzu, Subaru, Hyundai and Suzuki, in the aggregate,
        an amount equal to 20% of the aggregate Net Book Value of all Vehicles leased
        under the Leases on such day.

      
        
           

        

        
          -14-

          
            

          

        

        
           

        

      

       

          “Series
        2006-1
        Maximum Amount” means any of the Series 2006-1 Maximum Manufacturer Amounts,
        the Series 2006-1 Maximum Non-Eligible Manufacturer Amount, the Series 2006-1
        Maximum Non-Program Vehicle Amount or the Series 2006-1 Maximum Specified
        States
        Amount.

          “Series
        2006-1 Maximum Individual Hyundai/Suzuki Amount” means, as of any
        day, with respect to Hyundai or Suzuki, individually, an amount equal to
        7.5% of
        the aggregate Net Book Value of all Vehicles leased under the Leases on such
        day.

          “Series
        2006-1
        Maximum Individual Kia/Isuzu/Subaru Amount” means, as of any day, with
        respect to Kia, Isuzu or Subaru, individually, an amount equal to 5% of the
        aggregate Net Book Value of all Vehicles leased under the Leases on such
        day.

          “Series
        2006-1
        Maximum Manufacturer Amount” means, as of any day, any of the Series 2006-1
        Maximum Mitsubishi Amount, the Series 2006-1 Maximum Individual Kia/Isuzu/Subaru
        Amount, the Series 2006-1 Maximum Individual Hyundai/Suzuki Amount or the
        Series
        2006-1 Maximum Aggregate Kia/Isuzu/Subaru/Hyundai/Suzuki Amount.

          “Series
        2006-1
        Maximum Mitsubishi Amount” means, as of any day, an amount equal to 10% of
        the aggregate Net Book Value of all Vehicles leased under the Leases on such
        day.

          “Series
        2006-1
        Maximum Non-Eligible Manufactur­er Amount” means, as of any day, an
        amount equal to 3% of the aggregate Net Book Value of all Vehicles leased
        under
        the Leases on such day.

          “Series
        2006-1
        Maximum Non-Program Vehicle Amount” means, as of any day, an amount equal to
        the Series 2006-1 Maximum Non-Program Vehicle Percentage of the aggregate
        Net
        Book Value of all Vehicles leased under the Leases on such day.

          “Series
        2006-1
        Maximum Non-Program Vehicle Percentage” means, as of any date of
        determination, the sum of (a) 40% and (b) a fraction, expressed as a 
percentage, the numerator of which is the aggregate Net Book Value of all
        Redesignated Vehicles manufactured by a Bankrupt Manufacturer or a Manufacturer
        with respect to which a Manufacturer Event of Default has occurred, and in
        each
        case leased under the AESOP I Operating Lease or the Finance Lease as of
        such
        date, and the denominator of which is the aggregate Net Book Value of all
        Vehicles leased under the Leases as of such date.

          “Series
        2006-1
        Maximum Specified States Amount” means, as of any day, an amount equal to
        7.5% of the aggregate Net Book Value of all Vehicles leased under the Leases
        on
        such day.

          “Series
        2006-1
        Monthly Interest” means, with respect to any Series 2006-1 Interest Period,
        an amount equal to the product of (A) the Series 2006-1 Invested Amount on
        the
        first day of such Series 2006-1 Interest Period, after giving effect to any
        principal payments made on such date, (B) the Series 2006-1 Note Rate for
        such
        Series 2006-1 Interest Period and (C) the number of days in such Series 2006-1
        Interest Period divided by 360.

      
        
           

        

        
          -15-

          
            

          

        

        
           

        

      

       

          “Series
        2006-1
        Monthly Lease Principal Payment Deficit” means, on any Distribution Date, an
        amount equal to the excess, if any, of (a) the aggregate amount of Principal
        Collections which pursuant to Section 2.2(a), (b), (c) or (d) would have
        been
        allocated to the Series 2006-1 Collection Account if all payments required
        to
        have been made under the Leases from and excluding the preceding Distribution
        Date to and including such Distribution Date were made in full over (b) the
        aggregate amount of Principal Collections which pursuant to Section 2.2(a),
        (b),
        (c) or (d) have been allocated to the Series 2006-1 Collection Account (without
        giving effect to any amounts paid into the Series 2006-1 Accrued Interest
        Account pursuant to the proviso in Sections 2.2(c)(ii) and/or 2.2(d)(ii))
        from
        and excluding the preceding Distribution Date to and including such Distribution
        Date.

          “Series
        2006-1
        Moody’s Highest Enhanced Vehicle Percentage”means, as of any date of
        determination, a fraction, expressed as a percentage, (a) the numerator of
        which
        is the aggregate Net Book Value of all Vehicles leased under the AESOP I
        Operating Lease that are either not subject to a Manufacturer Program or
        not
        eligible for repurchase under a Manufacturer Program as of such date and
        (b) the
        denominator of which is the aggregate Net Book Value of all Vehicles leased
        under the AESOP I Operating Lease as of such date.

          “Series
        2006-1
        Moody’s Highest Enhancement Rate” means, as of any date of determination,
        the greater of (a) 30.5% and (b) the sum of (i) 30.5% and (ii) the highest,
        for
        any calendar month within the preceding twelve calendar months, of the greater
        of (x) an amount (not less than zero) equal to 100% minus the Measurement
        Month Average for the immediately preceding Measurement Month and (y) an
        amount
        (not less than zero) equal to 100% minus the Market Value Average as of
        the Determination Date within such calendar month (excluding the Market Value
        Average for any Determination Date which has not yet occurred).

          “Series
        2006-1
        Moody’s Intermediate Enhanced Vehicle Percentage” means, as of any date of
        determination, 100% minus the sum of (a) the Series 2006-1 Moody’s Lowest
        Enhanced Vehicle Percentage and (b) the Series 2006-1 Moody’s Highest Enhanced
        Vehicle Percentage.

          “Series
        2006-1
        Moody’s Intermediate Enhancement Rate” means, as of any date of
        determination, 27.25%.

          “Series
        2006-1
        Moody’s Lowest Enhanced Vehicle Percentage” means, as of any date of
        determination, a fraction, expressed as a percentage, (a) the numerator of
        which
        is the sum, without duplication, of (1) the aggregate Net Book Value of all
        Program Vehicles leased under the AESOP I Operating Lease that are manufactured
        by Eligible Program Manufacturers having long-term senior unsecured debt
        ratings
        of “Baa2” or higher from Moody’s as of such date, (2) so long as any Eligible
        Non-Program Manufacturer has a long-term senior unsecured debt rating of
“Baa2”
or higher from Moody’s and no Manufacturer Event of Default has occurred and is
        continuing with respect to such Eligible Non-Program Manufacturer, the aggregate
        Net Book Value of all Non-Program Vehicles leased under the AESOP I Operating
        Lease manufactured by each such Eligible Non-Program Manufacturer that are
        subject to a Manufacturer Program and remain eligible for repurchase thereunder
        as of such date and (3) the lesser of (A) the sum of (x) if as of such date
        any
        Eligible Program Manufacturer has a long-term senior unsecured debt rating
        of
“Baa3” from Moody’s, the aggregate Net Book Value of all 

      
        
           

        

        
          -16-

          
            

          

        

        
           

        

      

       

      Program Vehicles leased
        under the AESOP I Operating Lease manufactured by each such Eligible Program
        Manufacturer as of such date and (y) if as of such date any Eligible Non-Program
        Manufacturer has a long-term senior unsecured debt rating of “Baa3” from Moody’s
        and no Manufacturer Event of Default has occurred and is continuing with
        respect
        to such Eligible Non-Program Manufacturer, the aggregate Net Book Value of
        all
        Non-Program Vehicles leased under the AESOP I Operating Lease manufactured
        by
        each such Eligible Non-Program Manufacturer that are subject to a Manufacturer
        Program and remain eligible for repurchase thereunder as of such date and
        (B)
        10% of the aggregate Net Book Value of all Vehicles leased under the AESOP
        I
        Operating Lease as of such date and (b) the denominator of which is the
        aggregate Net Book Value of all Vehicles leased under the AESOP I Operating
        Lease as of such date.

          “Series
        2006-1
        Moody’s Lowest Enhancement Rate” means, as of any date of determination,
        15.75%.

          “Series
        2006-1
        Moody’s Required Enhancement Percentage” means, as of any date of
        determination, the sum of (i) the product of (A) the Series 2006-1 Moody’s
        Lowest Enhancement Rate and (B) the Series 2006-1 Moody’s Lowest Enhanced
        Vehicle Percentage as of such date, (ii) the product of (A) the Series 2006-1
        Moody’s Intermediate Enhancement Rate as of such date and (B) the Series 2006-1
        Moody’s Intermediate Enhanced Vehicle Percentage as of such date, and (iii) the
        product of (A) the Series 2006-1 Moody’s Highest Enhancement Rate as of such
        date and (B) the Series 2006-1 Moody’s Highest Enhanced Vehicle Percentage as of
        such date.

          “Series
        2006-1
        Non-Investment Grade Manufacturer” means, as of any date of determination,
        any Moody’s Non-Investment Grade Manufacturer or any Standard & Poor’s
        Non-Investment Grade Manufacturer as of such date.

          “Series
        2006-1
        Non-Investment Grade Manufacturer Percentage” means, with respect to any
        Series 2006-1 Non-Investment Grade Manufacturer, as of any date of
        determination, a fraction, expressed as a percentage, (i) the numerator of
        which
        is the aggregate Net Book Value of all Vehicles manufactured by such Series
        2006-1 Non-Investment Grade Manufacturer and leased under the AESOP I Operating
        Lease as of such date and (ii) the denominator of which is the aggregate
        Net
        Book Value of all Vehicles leased under the AESOP I Operating Lease as of
        such
        date.    

          “Series
        2006-1
        Note Owner” means each beneficial owner of a Series 2006-1 Note. 

          "Series
        2006-1
        Note Rate” means, for (i) the initial Series 2006-1 Interest Period,
        4.70313% per annum and (ii) any other Series 2006-1 Interest Period, the
        sum of 0.22% plus LIBOR for such Series 2006-1 Interest Period. 

          “Series
        2006-1
        Noteholder” means the Person in whose name a Series 2006-1 Note is
        registered in the Note Register. 

          “Series
        2006-1
        Notes” means any one of the Series 2006-1 Floating Rate Rental Car Asset
        Backed Notes, executed by CRCF and authenticated by or on behalf of the Trustee,
        

      
        
           

        

        
          -17-

          
            

          

        

        
           

        

      

       

      substantially in the
        form
        of Exhibit A‐1, Exhibit A‐2 or Exhibit A‐3. 
Definitive Series 2006-1 Notes shall have such insertions
        and deletions as are
        necessary to give effect to the provisions of Section 2.18 of the Base
        Indenture.

          “Series
        2006-1
        Outstanding Principal Amount” means, when used with respect to any date, an
        amount equal to (a) the Series 2006-1 Initial Invested Amount minus (b)
        the amount of principal payments made to Series 2006-1 Noteholders on or
        prior
        to such date.

          “Series
        2006-1
        Overcollateralization Amount” means (i) as of any date on which no AESOP I
        Operating Lease Vehicle Deficiency exists, the Series 2006-1 Required
        Overcollateralization Amount as of such date and (ii) as of any date on which
        an
        AESOP I Operating Lease Vehicle Deficiency exists, the excess, if any, of
        (x)
        the Series 2006-1 AESOP I Operating Lease Loan Agreement Borrowing Base as
        of
        such date over (y) the Series 2006-1 Invested Amount as of such date.

          “Series
        2006-1
        Past Due Rent Payment” is defined in Section 2.2(g).

          “Series
        2006-1
        Percentage” means, as of any date of determination, a fraction, expressed as
        a per­centage, the numerator of which is the Series 2006-1 Invested Amount
        as of such date and the denominator of which is the Aggregate Invested Amount
        as
        of such date.

          “Series
        2006-1
        Principal Allocation” is defined in Section 2.2(a)(ii).

          “Series
        2006-1
        Rapid Amortization Period” means the period beginning at the close of
        business on the Business Day immediately preceding the day on which an
        Amortization Event is deemed to have occurred with re­spect to the Series
        2006-1 Notes and ending upon the earliest to occur of (i) the date on which
        the
        Series 2006-1 Notes are fully paid, the Surety Provider has been paid all
        Surety
        Provider Fees and all other Surety Provider Reimbursement Amounts then due
        and
        the Series 2006-1 Interest Rate Swaps have been terminated and there are
        no
        amounts due and owing thereunder, (ii) the Series 2006-1 Termination Date
        and
        (iii) the termination of the Indenture.

          “Series
        2006-1
        Reimbursement Agreement” means any and each agreement provid­ing for the
        reimbursement of a Series 2006-1 Letter of Credit Provider for draws  under
        its Series 2006-1 Letter of Credit as the same may be amended, supplemented,
        restated or otherwise modified from time to time.

          “Series
        2006-1
        Repurchase Amount” is defined in Section 6.1.

          “Series
        2006-1
        Required AESOP I Operating Lease Vehicle Amount” means, as of any date of
        determination, the sum of the Series 2006-1 Invested Amount and the Series 
2006-1 Required Overcollateralization Amount as of such date.

          “Series
        2006-1
        Required Enhancement Amount” means, as of any date of determination, the sum
        of (i) the product of the Series 2006-1 Required Enhancement Percentage as
        of
        such date and the Series 2006-1 Invested Amount as of such date, (ii) the
        Series 2006-1 AESOP I Operating Lease Vehicle Percentage as of the immediately
        preceding Business Day of the excess, if any, of the Non-Program Vehicle
        Amount
        as of such date over the Series 2006-1 

      
        
           

        

        
          -18-

          
            

          

        

        
           

        

      

       

      Maximum Non-Program
        Vehicle Amount as of such date, (iii) the Series 2006-1 AESOP I Operating
        Lease
        Vehicle Percentage as of the immediately preceding Business Day of the excess,
        if any, of the aggregate Net Book Value of all Vehicles manufactured by
        Mitsubishi and leased under the Leases as of such date over the Series 2006-1
        Maximum Mitsubishi Amount as of such date, (iv) the Series 2006-1 AESOP I
        Operating Lease Vehicle Percentage as of the immediately preceding Business
        Day
        of the excess, if any, of the aggregate Net Book Value of all Vehicles
        manufactured by Kia, Isuzu or Subaru, individually, and leased under the
        Leases
        as of such date over the Series 2006-1 Maximum Individual Kia/Isuzu/Subaru
        Amount as of such date, (v) the Series 2006-1 AESOP I Operating Lease Vehicle
        Percentage as of the immediately preceding Business Day of the excess, if
        any,
        of the aggregate Net Book Value of all Vehicles manufactured by Hyundai or
        Suzuki, individually, and leased under the Leases as of such date over the
        Series 2006-1 Maximum Individual Hyundai/Suzuki Amount as of such date, (vi)
        the
        Series 2006-1 AESOP I Operating Lease Vehicle Percentage as of the immediately
        preceding Business Day of the excess, if any, of the aggregate Net Book Value
        of
        all Vehicles manufactured by Kia, Isuzu, Subaru, Hyundai or Suzuki, in the
        aggregate, and leased under the Leases as of such date over the Series 2006-1
        Maximum Aggregate Kia/Isuzu/Subaru/Hyundai/Suzuki Amount as of such date,
        (vii)
        the Series 2006-1 AESOP I Operating Lease Vehicle Percentage as of the
        immediately preceding Business Day of the excess, if any, of the Specified
        States Amount as of such date over the Series 2006-1 Maximum Specified States
        Amount as of such date and (viii) the Series 2006-1 AESOP I Operating Lease
        Vehicle Percentage as of the immediately preceding Business Day of the excess,
        if any, of the Non-Eligible Manufacturer Amount as of such date over the
        Series
        2006-1 Maximum Non-Eligible Manufacturer Amount as of such date.

          “Series
        2006-1
        Required Enhancement Percentage” means, as of any date of determination, the
        greater of (i) the Series 2006-1 Standard & Poor’s Required Enhancement
        Percentage as of such date and (ii) the Series 2006-1 Moody’s Required
        Enhancement Percentage as of such date. 

          “Series
        2006-1
        Required Liquidity Amount” means, as of any date of determination, an amount
        equal to the product of 3.75% and the Series 2006-1 Invested Amount as of
        such
        date. 

          “Series
        2006-1
        Required Overcollateralization Amount” means, as of any date of
        determination, the excess, if any, of the Series 2006-1 Required Enhancement
        Amount over the sum of (i) the Series 2006-1 Letter of Credit Amount as of
        such
        date, (ii) the Series 2006-1 Available Reserve Account Amount on such date
        and
        (iii) the amount of cash and Permitted Investments on deposit in the Series
        2006-1 Collection Account (not including amounts allocable to the Series
        2006-1
        Accrued Interest Account) and the Series 2006-1 Excess Collection Account
        on
        such date.

          “Series
        2006-1
        Required Reserve Account Amount” means, for any date of determination, an
        amount equal to the greater of (a) the excess, if any, of the Series 2006-1
        Required Liquidity Amount as of such date over the Series 2006-1 Letter of
        Credit Liquidity Amount as of such date and (b) the excess, if any, of the
        Series 2006-1 Required Enhancement Amount over the Series 2006-1 Enhancement
        Amount (excluding therefrom the Series 2006-1 

      
        
           

        

        
          -19-

          
            

          

        

        
           

        

      

       

      Available Reserve Account
        Amount and calculated after giving effect to any payments of principal to
        be
        made on the Series 2006-1 Notes) as of such date.

          “Series
        2006-1
        Reserve Account” is defined in Section 2.7(a).

          “Series
        2006-1
        Reserve Account Collateral” is defined in Section 2.7(d).

          “Series
        2006-1
        Reserve Account Surplus” means, with respect to any Distribution Date, the
        excess, if any, of the Series 2006-1 Available Reserve Account Amount over
        the
        Series 2006-1 Required Reserve Account Amount on such Distribution Date.

          “Series
        2006-1
        Revolving Period” means the period from and including the Series 2006-1
        Closing Date to the earlier of (i) the commencement of the Series 2006-1
        Controlled Amortization Period and (ii) the com­mencement of the Series
        2006-1 Rapid Amortization Period; provided that if the Series 2006-1
        Notes are paid in full on or prior to the March 2011 Distribution Date, then
        the
        Series 2006-1 Revolving Period shall also include the period from and including
        the first day of the calendar month during which the Distribution Date on
        which
        the Series 2006-1 Notes are paid in full occurs to the commencement of the
        Series 2006-1 Rapid Amortization Period.

          “Series
        2006-1
        Shortfall” is defined in Section 2.3(g).

          “Series
        2006-1
        Standard & Poor’s Highest Enhanced Vehicle Percentage”means, as of any
        date of determination, a fraction, expressed as a percentage, (a) the numerator
        of which is the sum of (i) the aggregate Net Book Value of all Vehicles leased
        under the AESOP I Operating Lease that are manufactured by either of the
        Standard & Poor’s Specified Non-Investment Grade Manufacturers as of such
        date, (ii) the excess, if any, of (A) the aggregate Net Book Value of all
        Vehicles leased under the AESOP I Operating Lease that are manufactured by
        a
        Standard & Poor’s Non-Investment Grade Manufacturer other than a Standard
& Poor’s Specified Non-Investment Grade Manufacturer, as of such date
over  (B) 30% of the aggregate Net Book Value of all Vehicles leased
        under the AESOP I Operating Lease as of such date and (iii) the aggregate
        Net
        Book Value of all Vehicles leased under the AESOP I Operating Lease that
        are
        manufactured by a Bankrupt Manufacturer and (b) the denominator of which
        is the
        aggregate Net Book Value of all Vehicles leased under the AESOP I Operating
        Lease as of such date.

          “Series
        2006-1
        Standard & Poor’s Highest Enhancement Rate” means, as of any date of
        determination, the sum of the Series 2006-1 Standard & Poor’s Intermediate
        Enhancement Rate as of such date and 10.25%.

          “Series
        2006-1
        Standard & Poor’s Intermediate Enhanced Vehicle Percentage” means, as of
        any date of determination, 100% minus the sum of (a) the Series 2006-1
        Standard & Poor’s Lowest Enhanced Vehicle Percentage and (b) the Series
        2006-1 Standard & Poor’s Highest Enhanced Vehicle Percentage.

          “Series
        2006-1
        Standard & Poor’s Intermediate Enhancement Rate” means, as of any date
        of determination, the greater of (a) 20.75% and (b) the sum of (i) 20.75%
        and
        (ii) the highest, for any calendar month within the preceding twelve calendar
        months, of the greater of 

      
        
           

        

        
          -20-

          
            

          

        

        
           

        

      

       

      (x) an amount (not
        less
        than zero) equal to 100% minus the Measurement Month Average for the
        immediately preceding Measurement Month and (y) an amount (not less than
        zero)
        equal to 100% minus the Market Value Average as of the Determination Date
        within such calendar month (excluding the Market Value Average for any
        Determination Date which has not yet occurred).

          “Series
        2006-1
        Standard & Poor’s Lowest Enhanced Vehicle Percentage” means, as of any
        date of determination, a fraction, expressed as a percentage, (a) the numerator
        of which is the sum, without duplication, of (1) the aggregate Net Book Value
        of
        all Program Vehicles leased under the AESOP I Operating Lease that are
        manufactured by Eligible Program Manufacturers having long-term senior unsecured
        debt ratings of “BBB” or higher from Standard & Poor’s as of such date, (2)
        so long as any Eligible Non-Program Manufacturer has a long-term senior
        unsecured debt rating of “BBB” or higher from Standard & Poor’s and no
        Manufacturer Event of Default has occurred and is continuing with respect
        to
        such Eligible Non-Program Manufacturer, the aggregate Net Book Value of all
        Non-Program Vehicles leased under the AESOP I Operating Lease manufactured
        by
        each such Eligible Non-Program Manufacturer that are subject to a Manufacturer
        Program and remain eligible for repurchase thereunder as of such date and
        (3)
        the lesser of (A) the sum of (x) if as of such date any Eligible Program
        Manufacturer has a long-term senior unsecured debt rating of “BBB-” from
        Standard & Poor’s, the aggregate Net Book Value of all Program Vehicles
        leased under the AESOP I Operating Lease manufactured by each such Eligible
        Program Manufacturer as of such date and (y) if as of such date any Eligible
        Non-Program Manufacturer has a long-term senior unsecured debt rating of
“BBB-”
from Standard & Poor’s and no Manufacturer Event of Default has occurred and
        is continuing with respect to such Eligible Non-Program Manufacturer, the
        aggregate Net Book Value of all Non-Program Vehicles leased under the AESOP
        I
        Operating Lease manufactured by each such Eligible Non-Program Manufacturer
        that
        are subject to a Manufacturer Program and remain eligible for repurchase
        thereunder as of such date and (B) 10% of the aggregate Net Book Value of
        all
        Vehicles leased under the AESOP I Operating Lease as of such date and (b)
        the
        denominator of which is the aggregate Net Book Value of all Vehicles leased
        under the AESOP I Operating Lease as of such date.

          “Series
        2006-1
        Standard & Poor’s Lowest Enhancement Rate” means, as of any date of
        determination, 15.75%.

          “Series
        2006-1
        Standard & Poor’s Required Enhancement Percentage” means, as of any date
        of determination, the sum of (i) the product of (A) the Series 2006-1 Standard
        & Poor’s Lowest Enhancement Rate and (B) the Series 2006-1 Standard &
Poor’s Lowest Enhanced Vehicle Percentage as of such date, (ii) the product of
        (A) the Series 2006-1 Standard & Poor’s Intermediate Enhancement Rate as of
        such date and (B) the Series 2006-1 Standard & Poor’s Intermediate Enhanced
        Vehicle Percentage as of such date, and (iii) the product of (A) the Series
        2006-1 Standard & Poor’s Highest Enhancement Rate as of such date and (B)
        the Series 2006-1 Standard & Poor’s Highest Enhanced Vehicle Percentage as
        of such date.

          “Series
        2006-1
        Termination Date” means the March 2012 Distribution Date.

          “Series
        2006-1
        Trustee’s Fees” means, for any Distribution Date during the Series 2006-1
        Rapid Amortization Period on which there exists a Series 2006-1 Lease Interest
        Payment 

      
        
           

        

        
          -21-

          
            

          

        

        
           

        

      

       

      Deficit, a portion
        of the
        fees payable to the Trustee in an amount equal to the product of (i) the
        Series
        2006-1 Percentage as of the beginning of the Series 2006-1 Interest Period
        ending on the day preceding such Distribution Date and (ii) the fees owing
        to
        the Trustee under the Indenture; provided that the Series 2006-1
        Trustee’s Fees in the aggregate for all Distribution Dates shall not exceed 1.1%
        of the Series 2006-1 Required AESOP I Operating Lease Vehicle Amount as of
        the
        last day of the Series 2006-1 Revolving Period.

          “Series
        2006-1
        Unpaid Demand Amount” means, with respect to any single draw pursuant to
        Section 2.5(c) or (d) on the Series 2006-1 Letters of Credit, the aggregate
        amount drawn by the Trustee on all Series 2006-1 Letters of Credit.  

          “Shadow
        Rating” means the rating of the Series 2006-1 Notes by Standard & Poor’s
        or Moody’s, as applicable, without giving effect to the Surety Bond.

          “Standard
&
        Poor’s Excluded Manufacturer Receivable Specified Percentage” means, as of
        any date of determination, with respect to each Standard & Poor’s
        Non-Investment Grade Manufacturer as of such date, the percentage (not to
        exceed
        100%) most recently specified in writing by Standard & Poor’s to CRCF and
        the Trustee and consented to by the Surety Provider with respect to such
        Standard & Poor’s Non-Investment Grade Manufacturer; provided,
however, that as of the Series 2006-1 Closing Date the Standard
&
Poor’s Excluded Manufacturer Receivable Specified Percentage for
        each Standard
& Poor’s Non-Investment Grade Manufacturer shall be 100%;
providedfurther that the initial Standard & Poor’s Excluded
        Manufacturer Receivable Specified Percentage with respect to any Manufacturer
        that becomes a Standard & Poor’s Non-Investment Grade Manufacturer after the
        Series 2006-1 Closing Date shall be 100%.

          “Standard
&
        Poor’s Excluded Receivable Amount” means, as of any date of determination,
        the sum of the following amounts with respect to each Standard & Poor’s
        Non-Investment Grade Manufacturer as of such date: the product of (i) to
        the
        extent such amounts are included in the calculation of AESOP I Operating
        Lease
        Loan Agreement Borrowing Base as of such date, all amounts receivable, as
        of
        such date, by AESOP Leasing or the Intermediary from such Standard & Poor’s
        Non-Investment Grade Manufacturer and (ii) the Standard & Poor’s Excluded
        Manufacturer Receivable Specified Percentage for such Standard & Poor’s
        Non-Investment Grade Manufacturer as of such date.

          “Standard
&
        Poor’s Non-Investment Grade Manufacturer” means, as of any date of
        determination, any Manufacturer that (i) is not a Bankrupt Manufacturer and
        (ii)
        does not have a long-term senior unsecured debt rating of at least “BBB-” from
        Standard & Poor’s; provided that any Manufacturer whose long-term
        senior unsecured debt rating is downgraded from at least “BBB-” to below “BBB-”
by Standard & Poor’s after the Series 2006-1 Closing Date shall not be
        deemed a Standard & Poor’s Non-Investment Grade Manufacturer until the
        thirtieth (30th) calendar day following such downgrade.

          “Standard
&
        Poor’s Specified Non-Investment Grade Manufacturer” means, as of any date of
        determination, each of the Standard & Poor’s Non-Investment Grade
        Manufacturers with the two highest Series 2006-1 Non-Investment Grade
        Manufacturer Percentages as of such date.

      
        
           

        

        
          -22-

          
            

          

        

        
           

        

      

       

          “Supplement”
        is defined in the preamble hereto.

          “Surety
        Bond”
means the Note Guaranty Insurance Policy No. 47520 dated January 19, 2006,
        issued by the Surety Provider.

          “Surety
        Default” means (i) the occurrence and continuance of any failure by the
        Surety Provider to pay upon a demand for payment in accordance with the
        require­ments of the Surety Bond or (ii) the occurrence of an Event of
        Bankruptcy with respect to the Surety Provider.

          “Surety
        Provider” means MBIA Insurance Corporation, a New York-domiciled stock
        insurance corporation.  The Surety Provider shall constitute an
“Enhancement Provider” with respect to the Series 2006-1 Notes for all purposes
        under the Indenture and the other Related Documents.

          “Surety
        Provider
        Fee” is defined 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.

          “Telerate
        Page
        3750” means the display page currently so designated on the Moneyline
        Telerate Service (or such other page as may replace that page on that service
        for the purpose of displaying comparable rates or prices).

          “Temporary
        Global
        Series 2006-1 Note” is defined in Section 5.2.

          “Termination
        Date
        Disbursement” means an amount drawn under a Series 2006-1 Letter of Credit
        pursuant to a Certificate of Termination Date Demand.

          “Termination
        Disbursement” means an amount drawn under a Series 2006-1 Letter of Credit
        pursuant to a Certificate of Termination Demand.

          “Trustee”
is
        defined in the recitals hereto.

          “Unpaid
        Demand
        Note Disbursement” means an amount drawn under a Series 2006-1 Letter of
        Credit pursuant to a Certificate of Unpaid Demand Note Demand.

          “Waivable
        Amount” is defined in Article IV.

      
        
           

        

        
          -23-

          
            

          

        

        
           

        

      

       

          “Waiver
        Event”
means the occurrence of the delivery of a Waiver Request and the subsequent
        waiver of any Series 2006-1 Maximum Amount.

          “Waiver
        Request” is defined in Article IV.

          (c)        
        Any amounts calculated by reference to the Series 2006-1 Invested Amount
        on any
        date shall, unless otherwise stated, be calculated after giving effect to
        any
        payment of principal made to the Series 2006-1 Noteholders on such date.

      ARTICLE
        II

SERIES
        2006-1 ALLOCATIONS

       

      With respect to the
        Series 2006-1 Notes, the following shall apply:

          Section
        2.1 
Establishment of Series 2006-1 Collection Account, Series 2006-1 Excess
        Collection Account and Series 2006-1 Accrued Interest
        Account.  (a)  All Collections allocable to the
        Series 2006-1 Notes 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 2006-1 Noteholders,
        each Series 2006-1 Interest Rate Swap Counterparty and the Surety
        Provider:  the Series 2006-1 Collection Account (such sub-account, the
“Series 2006-1 Collection Account”), the Series 2006-1 Excess Collection
        Account (such sub-account, the “Series 2006-1 Excess Collection Account”)
        and the Series 2006-1 Accrued Interest Account (such sub-account, the “Series
        2006-1 Accrued Interest Account”).

       

          Section
        2.2 
Allocations with Respect to the Series 2006-1 Notes.  The
        net proceeds from the initial sale of the Series 2006-1 Notes will be deposited
        into the Collection Account.  On each Business Day on which
        Col­lections are deposited into the Collection Account (each such date, a
“Series 2006-1 Deposit Date”), the Adminis­trator will direct the
        Trustee in writing pursu­ant to the Administration Agreement 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 2006-1 Revolving
        Period.  During the Series 2006-1 Revolving Period, the Administrator
        will direct the Trustee in writing pursuant to the Administration Agree­ment
        to allocate on each day, prior to 11:00 a.m. (New York City time) on each
        Series
        2006-1 Deposit Date, all amounts deposited into the Collection Account as
        set
        forth below:

       

              (i)                 
        allocate to the Series 2006-1 Collection Account an amount equal to the sum
        of
        (A) the Series 2006-1 Invest­ed Percentage (as of such day) of the aggregate
        amount of Interest Collections on such day and (B) any amounts received by
        the
        Trustee on such day in respect of the Series 2006-1 Interest Rate Swaps. 
All such amounts allocated to the Series 2006-1 Collec­tion Account shall be
        further allocated to the Series 2006-1 Accrued Interest Account; and

       

              (ii)               
        allocate to the Series 2006-1 Excess Collection Account an amount equal to
        the
        Series 2006-1 Invested Percentage (as of such day) of the aggregate amount
        of
        Principal Collections on such day (for any such day, the “Series 2006-1
        Principal Allocation”); provided, however, if a Waiver Event
        shall have occurred, then such allocation shall be modified as provided in
        Article IV.

       

      
        
           

        

        
          -24-

          
            

          

        

        
           

        

      

       

          (b)              
        Allocations of Collections During the Series 2006-1 Controlled
        Amortiza­tion Period.  With respect to the Series 2006-1 Controlled
        Amortization Period, the Administrator will direct the Trustee in writing
        pursuant to the Administration Agreement to allocate, prior to 11:00 a.m. 
(New York City time) on any Series 2006-1 Deposit Date, all amounts deposited
        into the Collection Account as set forth below:

       

              (i)                 
        allocate to the Series 2006-1 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 2006-1 Accrued Interest Account; and

       

              (ii)               
        allocate to the Series 2006-1 Collection Account an amount equal to the Series
        2006-1 Principal Allocation for such day, which amount shall be used to make
        principal payments in respect of the Series 2006-1 Notes; provided,
however, that if the Monthly Total Principal Allocation exceeds
        the
        Series 2006-1 Controlled Distribution Amount, then the amount of such excess
        shall be allo­cated to the Series 2006-1 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. 

       

          (c)               
        Allocations of Collections During the Series 2006-1 Rapid
        Amortization Period.  With respect to the Series 2006-1 Rapid
        Amortization Period, other than after the occurrence of an Event of Bankruptcy
        with respect to CCRG, any other Lessee or any Permitted Sublessee, the
        Adminis­trator will direct the Trustee in writing pursuant to the
        Administration Agree­ment to allocate, prior to 11:00 a.m. (New York
        City time) on any Series 2006-1 Deposit Date, all amounts deposited into
        the
        Collection Account as set forth below:

       

              (i)                 
        allocate to the Series 2006-1 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 2006-1 Accrued Interest Account; and

       

              (ii)               
        allocate to the Series 2006-1 Collection Account an amount equal to the Series
        2006-1 Princi­pal Allocation for such day, which amount shall be used to
        make principal payments in respect of the Series 2006-1 Notes until the Series
        2006-1 Invested Amount is paid in full; provided that if on any
        Determination Date (A) the Administrator determines that the amount anticipated
        to be available from Interest Collections allocable to the Series 2006-1
        Notes,
        any amounts payable to the Trustee in respect of the Series 2006-1 Interest
        Rate
        Swaps and other amounts available pursuant to Section 2.3 to pay Series 2006-1
        Adjusted Monthly Interest and any Fixed Rate Payments for the next succeeding
        Distribution Date will be less than the sum of the Series 2006-1 Adjusted
        Monthly Interest and the Fixed Rate Payments for such Distribution Date and
        (B)
        the Series 2006-1 Enhancement Amount is greater than zero, then the
        Administrator shall direct the Trustee in writing to reallocate a portion
        of the
        Principal Collections allocated to the Series 2006-1 Notes during the Related
        Month equal to the lesser of such insufficiency and the Series 2006-1
        Enhancement Amount to 

       

       

      
        
           

        

        
          -25-

          
            

          

        

        
           

        

      

       

      the Series
        2006-1 Accrued Interest Account to be treated as Interest Collections on
        such
        Distribution Date.

       

          (d)              
        Allocations of Collections after the Occurrence of an
        Event of
        Bankruptcy.  After the occur­rence of an Event of Bankruptcy with
        respect to CCRG, any other Lessee or any Permitted Sublessee, the Administrator
        will direct the Trustee in writing pursuant to the Administra­tion Agreement
        to allocate, prior to 11:00 a.m.  (New York City time) on any Series 2006-1
        Deposit Date, all amounts attributable to the AESOP I Operating Lease Loan
        Agree­ment deposited into the Collection Account as set forth
        below:

       

              (i)                 
        allocate to the Series 2006-1 Collec­tion Account an amount equal to the sum
        of (A) the Series 2006-1 AESOP I Operating Lease Vehicle Percentage as of
        the
        date of the occurrence of such Event of Bankruptcy of the aggregate amount
        of
        Interest Collections made under the AESOP I Operating Lease Loan Agreement
        for
        such day and (B) any amounts received by the Trustee in respect of the Series
        2006-1 Interest Rate Swaps on such day.  All such amounts allocated to the
        Series 2006-1 Collection Account shall be further allocated to the Series
        2006-1
        Accrued Interest Account;

       

              (ii)               
        allocate to the Series 2006-1 Col­lection Account an amount equal to the
        Series 2006-1 AESOP I Operating Lease Vehicle Percentage as of the date of
        the
        occurrence of such Event of Bankruptcy of the aggregate amount of Principal
        Collections made under the AESOP I Operating Lease Loan Agree­ment, which
        amount shall be used to make principal payments in respect of the Series
        2006-1
        Notes until the Series 2006-1 Invested Amount is paid in full; provided
        that if on any Determination Date (A) the Administrator determines that the
        amount anticipated to be available from Interest Collections allocable to
        the
        Series 2006-1 Notes, any amounts payable to the Trustee in respect of Series
        2006-1 Interest Rate Swaps and other amounts available pursuant to Section
        2.3
        to pay Series 2006-1 Adjusted Monthly Interest and any Fixed Rate Payments
        for
        the next succeeding Distribution Date will be less than the sum of the Series
        2006-1 Adjusted Monthly Interest and the Fixed Rate Payments for such
        Distribution Date and (B) the Series 2006-1 Enhancement Amount is greater
        than
        zero, then the Administrator shall direct the Trustee in writing to reallocate
        a
        portion of the Principal Collections allocated to the Series 2006-1 Notes
        during
        the Related Month equal to the lesser of such insufficiency and the Series
        2006-1 Enhancement Amount to the Series 2006-1 Accrued Interest Account to
        be
        treated as Interest Collections on such Distribution Date.

       

          (e)               
        Series 2006-1 Excess Collection Account.  Amounts
        allocated to the Series 2006-1 Excess Collection Account on any Series 2006-1
        Deposit Date will be (w) first, deposited in the Series 2006-1 Reserve Account
        in an amount up to the excess, if any, of the Series 2006-1 Required Reserve
        Account Amount for such date over the Series 2006-1 Available Reserve Account
        Amount for such date, (x) second, used to pay the principal amount of other
        Series of Notes that are then in amortization, (y) third, released to AESOP
        Leasing in an amount equal to the product of (A) the Loan 

       

      
        
           

        

        
          -26-

          
            

          

        

        
           

        

      

       

      Agreement’s Share with respect to the AESOP I Operating Lease
        Loan Agreement as of such date and (B) 100% minus the Loan Payment
        Allocation Percentage with respect to the AESOP I Operating Lease Loan Agreement
        as of such date and (C) the amount of any remaining funds and (z) fourth,
        paid
        to CRCF for any use permitted by the Related Documents including to make
        Loans
        under the Loan Agreements to the extent the Borrowers have requested Loans
        thereunder and Eligible Vehicles are available for financing thereunder;
        provided, however, that in the case of clauses (x), (y) and (z),
        that no Amortization Event, Series 2006-1 Enhancement Deficiency or AESOP
        I
        Operating Lease Vehicle Deficiency would result there­from or exist
        immedi­ately thereafter.  Upon the occurrence of an Amor­tization
        Event, funds on deposit in the Series 2006-1 Excess Collection Account will
        be
        with­drawn by the Trustee, deposited in the Series 2006-1 Collection Account
        and allocated as Princi­pal Collections to reduce the Series 2006-1
        Invest­ed Amount on the immediately succeeding Distribution
        Date.

       

          (f)                
        Allocations From Other Series.  Amounts allocated to
        other Series of Notes that have been reallocated by CRCF to the Series 2006-1
        Notes (i) during the Series 2006-1 Revolving Period shall be allocated to
        the
        Series 2006-1 Excess Collection Account and applied in accordance with Section
        2.2(e) and (ii) during the Series 2006-1  Controlled Amortization Period or
        the Series 2006-1 Rapid Amortization Period shall be allocated to the Series
        2006-1 Collection Account and applied in accordance with Section 2.2(b) or
        2.2(c), as applicable, to make principal payments in respect of the Series
        2006-1 Notes.

       

          (g)               
        Past Due Rent Payments.  Notwithstanding the foregoing,
        if in the case of Section 2.2(a) or (b), after the occurrence of a Series
        2006-1
        Lease Payment Deficit, the Lessees shall make pay­ments of Monthly Base Rent
        or other amounts payable by the Lessees under the Leases on or prior to the
        fifth Business Day after the occurrence of such Series 2006-1 Lease Payment
        Deficit (a “Past Due Rent Payment”), the Administrator shall direct the
        Trustee in writing pursuant to the Administration Agreement to allocate to
        the
        Series 2006-1 Collection Account an amount equal to the Series 2006-1 Invested
        Percentage as of the date of the occurrence of such Series 2006-1 Lease Payment
        Deficit of the Collections attributable to such Past Due Rent Payment (the
        “Series 2006-1 Past Due Rent Payment”).  The Administrator shall
        instruct the Trustee in writing pursuant to the Administration Agreement
        to
        withdraw from the Series 2006-1 Collection Account and apply the Series 2006-1
        Past Due Rent Payment in the following order:

       

          (i)                 
        if the occurrence of such Series 2006-1 Lease Payment Deficit resulted in
        one or
        more Lease Deficit Disbursements being made under the Series 2006-1 Letters
        of
        Credit, pay to each Series 2006-1 Letter of Credit Provider who made such
        a
        Lease Deficit Disbursement for application in accor­dance with the
        provisions of the applicable Series 2006-1 Reimbursement Agreement an amount
        equal to the lesser of (x) the unreimbursed amount of such Series 2006-1
        Letter of Credit Provider’s Lease Deficit Disbursement and (y) such Series
        2006-1 Letter of Credit Provider’s Pro Rata Share of the Series 2006-1 Past Due
        Rent Payment;

       

       

      
        
           

        

        
          -27-

          
            

          

        

        
           

        

      

       

          (ii)               
        if the occurrence of such Series 2006-1 Lease Payment Deficit resulted in
        a
        withdrawal being made from the Series 2006-1 Cash Collateral Account, deposit
        in
        the Series 2006-1 Cash Collateral Account an amount equal to the lesser of
        (x)
        the amount of the Series 2006-1 Past Due Rent Payment remaining after any
        payment pursuant to clause (i) above and (y) the amount withdrawn from the
        Series 2006-1 Cash Collateral Account on account of such Series 2006-1 Lease
        Payment Deficit;

       

          (iii)              
        if the occurrence of such Series 2006-1 Lease Payment Deficit resulted in
        a
        withdrawal being made from the Series 2006-1 Reserve Account pursuant to
        Section
        2.3(d), deposit in the Series 2006-1 Reserve Account an amount equal to the
        lesser of (x) the amount of the Series 2006-1 Past Due Rent Payment remaining
        after any payments pursuant to clauses (i) and (ii) above and (y) the excess,
        if
        any, of the Series 2006-1 Required Reserve Account Amount over the Series
        2006-1
        Available Reserve Account Amount on such day; 

       

              (iv)             
        allocate to the Series 2006-1 Accrued Interest Account the amount, if any,
        by
        which the Series 2006-1 Lease Interest Payment Deficit, if any, relating
        to such
        Series 2006-1 Lease Payment Deficit exceeds the amount of the Series 2006-1
        Past
        Due Rent Payment applied pursuant to clauses (i), (ii) and (iii) above; and
        

       

          (v)               
        treat the remaining amount of the Series 2006-1 Past Due Rent Payment as
        Principal Collections allocated to the Series 2006-1 Notes in accordance
        with
        Section 2.2(a)(ii) or 2.2(b)(ii), as the case may be.

       

          Section
        2.3 
Payments to Noteholders and Each Series 2006-1 Interest Rate Swap
        Counterparty.  On each Determination Date, as provided
        below, the Administrator shall instruct the Paying Agent in writing pursuant
        to
        the Administration Agreement to with­draw, and on the following Distribution
        Date the Paying Agent, acting in accor­dance with such instructions, shall
        withdraw the amounts required to be withdrawn from the Collection Account
        pursuant to Section 2.3(a) below in respect of all funds available from
        Series 2006-1 Interest Rate Swap Proceeds and Interest Collections
        processed since the preceding Distribution Date and allocated to the holders
        of
        the Series 2006-1 Notes.

       

          (a)               
        Note Interest with respect to the Series 2006-1 Notes
        and
        Payments on the Series 2006-1 Interest Rate Swaps.  On each
        Determination Date, the Adminis­trator shall instruct the Trustee and the
        Paying Agent in writing pursuant to the Administration Agreement as to the
        amount to be withdrawn and paid pursuant to Section 2.4 from the Series 2006-1
        Accrued Inter­est Account to the extent funds are anticipated to be
        available from Interest Collections allo­cable to the Series 2006-1 Notes
        and the Series 2006-1 Interest Rate Swap Proceeds pro­cessed from but
        not including the preceding Distribution Date through the succeeding
        Dis­tribution Date in respect of (w) first, an amount equal to the Series
        2006-1 Monthly Interest for the Series 2006-1 Interest Period ending on the
        day
        preceding the related Distribution Date, (x) second, an amount equal to all
        Fixed Rate Payments for the next succeeding Distribution Date, (y) third,
        an
        amount equal to the amount of any unpaid Series 2006-1 Shortfall as of the
        preceding Distribution Date (together with any accrued interest on such Series
        2006-1 Shortfall) and (z) fourth, an amount 

       

      
        
           

        

        
          -28-

          
            

          

        

        
           

        

      

       

      equal to the Surety Provider Fee for such Series 2006-1
        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(a) from the
        Series 2006-1 Accrued Interest Account and deposit such amounts in the Series
        2006-1 Distribution Account.

          

          (b)              
        Lease Payment Deficit Notice.  On or before 10:00 a.m.
        (New York City time) on each Distribution Date, the Administrator shall notify
        the Trustee and the Surety Provider of the amount of any Series 2006-1 Lease
        Payment Deficit, such notification to be in the form of Exhibit E (each a
“Lease Payment Deficit Notice”).

       

          (c)               
        Draws on Series 2006-1 Letters of Credit For Series 2006-1
        Lease
        Interest Payment Deficits.  If the Administrator determines on any
        Distribution Date that there exists a Series 2006-1 Lease Interest Payment
        Deficit, the Administrator shall instruct the Trustee in writing to draw
        on the
        Series 2006-1 Letters of Credit, if any, and, the Trustee shall, by 12:00
        noon
        (New York City time) on such Distribution Date draw an amount as set forth
        in
        such notice equal to the least of (i) such Series 2006-1 Lease Interest Payment
        Deficit, (ii) the excess, if any, of the sum of (A) the amounts described
        in
        clauses (w), (x), (y) and (z) of Section 2.3(a) above on such Distribution
        Date
        and (B) during the Series 2006-1 Rapid Amortization Period, the Series 2006-1
        Trustee’s Fees for such Distribution Date, over the amounts available from the
        Series 2006-1 Accrued Interest Account and (iii) the Series 2006-1 Letter
        of
        Credit Liquidity Amount on the Series 2006-1 Letters of Credit by presenting
        to
        each Series 2006-1 Letter of Credit Provider (with a copy to the Surety
        Provider) a draft accompanied by a Certificate of Lease Deficit Demand and
        shall
        cause the Lease Deficit Disbursements to be deposited in the Series 2006-1
        Distribution Account on such Distribution Date; provided, however,
        that if the Series 2006-1 Cash Collateral Account has been established and
        funded, the Trustee shall withdraw from the Series 2006-1 Cash Collateral
        Account and deposit in the Series 2006-1 Distribution Account an amount equal
        to
        the lesser of (x) the Series 2006-1 Cash Collateral Percentage on such
        Distribution Date of the least of the amounts described in clauses (i), (ii)
        and
        (iii) above and (y) the Series 2006-1 Available Cash Collateral Account Amount
        on such Distribu­tion Date and draw an amount equal to the remainder of such
        amount on the Series 2006-1 Letters of Credit.  During the continuance of a
        Surety Default, no amounts in respect of the Surety Provider Fee shall be
        drawn
        on the Series 2006-1 Letters of Credit.

       

          (d)              
        Withdrawals from Series 2006-1 Reserve Account.  If the
        Administrator determines on any Distribution Date that the amounts available
        from the Series 2006-1 Accrued Interest Account plus the amount, if any,
        to be drawn under the Series 2006-1 Letters of Credit and /or withdrawn from
        the
        Series 2006-1 Cash Collateral Account pursuant to Section 2.3(c) are
        insufficient to pay the sum of (A) the amounts described in clauses (w),
        (x),
        (y) and (z) of Section 2.3(a) above on such Distribution Date and (B) during
        the
        Series 2006-1 Rapid Amortization Period, the Series 2006-1 Trustee’s Fees for
        such Distribution Date, the Administrator shall instruct the Trustee in writing
        to withdraw from the Series 2006-1 Reserve Account and deposit in the Series
        2006-1 Distribution Account on such Distribution Date an amount equal to
        the
        lesser of the Series 2006-1 Available Reserve Account Amount and such
        insufficiency.  During the continuance of a Surety Default, no amounts in
        respect of the Surety Provider Fee shall be withdrawn from the Series 2006-1
        Reserve Account.  The Trustee shall 

       

       

      
        
           

        

        
          -29-

          
            

          

        

        
           

        

      

       

      withdraw such amount from the Series 2006-1 Reserve Account
        and deposit such amount in the Series 2006-1 Distribution Account.

       

          (e)               
        Surety Bond.  If the Administrator determines on any
        Distribution Date that the sum of the amounts available from the Series 2006-1
        Accrued Interest Account plus the amount, if any, to be drawn under the
        Series 2006-1 Letters of Credit and/or to be withdrawn from the Series 2006-1
        Cash Collateral Account pursuant to Section 2.3(c) above plus the amount,
        if any, to be withdrawn from the Series 2006-1 Reserve Account pursuant to
        Section 2.3(d) above is insufficient to pay the Series 2006-1 Adjusted Monthly
        Interest for such Distribution Date, the Administrator 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 2006-1 Distribution Account.

          

          (f)                
        Balance.  On or prior to the second Business Day
        preceding each Distribution Date, the Administrator shall instruct the Trustee
        and the Paying Agent in writing pursuant to the Administration Agreement
        to pay
        the balance (after making the payments required in Section 2.4), if any,
        of the
        amounts available from the Series 2006-1 Accrued Interest Account and the
        Series
        2006-1 Distribution Account, plus the amount, if any, drawn under the
        Series 2006-1 Letters of Credit and/or withdrawn from the Series 2006-1 Cash
        Collateral Account pursuant to Section 2.3(c) plus the amount, if any,
        withdrawn from the Series 2006-1 Reserve Account pursuant to Section 2.3(d)
        as
        follows:

       

              (i)                 
        on each Distribution Date during the Series 2006-1 Revolving Period or the
        Series 2006-1 Con­trolled Amortization Period, (1) first, to each Series
        2006-1 Interest Rate Swap Counterparty, an amount equal to the Fixed Rate
        Payment for such Distribution Date due and owing to such Series 2006-1 Interest
        Rate Swap Counterparty, (2) second, to the Surety Provider, in an amount
        equal
        to (x) the Surety Provider Fee for the related Series 2006-1 Interest Period
        and, without duplication, (y) any Surety Provider Reimbursement Amounts then
        due
        and owing, (3) third, to the Administrator, an amount equal to the Series
        2006-1
        Percentage as of the beginning of the Series 2006-1 Interest Period ending
        on
        the day preceding such Distribution Date of the portion of the Monthly
        Administration Fee pay­able by CRCF (as specified in clause (iii) of the
        definition thereof) for such Series 2006-1 Interest Period, (4) fourth, to
        the
        Trustee, an amount equal to the Series 2006-1 Percentage as of the beginning
        of
        such Series 2006-1 Interest Period of the fees owing to the Trustee under
        the
        Indenture for such Series 2006-1 Interest Peri­od, (5) fifth, to pay any
        Car­rying Charges (other than Carrying Charges provided for above) to the
        Persons to whom such amounts are owed, an amount equal to the Series 2006-1
        Percentage as of the beginning of such Series 2006-1 Interest Period of such
        Carrying Charges (other than Carrying Charges provided for above) for such
        Series 2006-1 Interest Period, (6) sixth, to each Series 2006-1 Interest
        Rate
        Swap Counterparty, any amounts due and owing under the applicable Series
        2006-1
        Interest Rate Swap (other than any Fixed Rate Payment) and (7) seventh, the
        balance, if any (“Excess Collections”), shall be withdrawn by the Paying
        Agent from the Series 2006-1 Collection Account and deposited in the Series
        2006-1 Excess Collection Account; and

       

      
        
           

        

        
          -30-

          
            

          

        

        
           

        

      

       

              (ii)               
        on each Distribution Date during the Series 2006-1 Rapid Amorti­zation
        Period, (1) first, to each Series 2006-1 Interest Rate Swap Counterparty,
        an
        amount equal to the Fixed Rate Payment for such Distribution Date due and
        owing
        to such Series 2006-1 Interest Rate Swap Counterparty, (2) second, to the
        Surety
        Provider, in an amount equal to (x) the Surety Provider Fee for the related
        Series 2006-1 Interest Period and, without duplication, (y) any Surety Provider
        Reimbursement Amounts then due and owing, (3) third, to the Trustee, an amount
        equal to the Series 2006-1 Percentage as of the beginning of such Series
        2006-1
        Interest Period ending on the day preceding such Distribution Date of the
        fees
        owing to the Trustee under the Indenture  for such Series 2006-1 Interest
        Peri­od, (4) fourth, to the Administra­tor, an amount equal to the
        Series 2006-1 Percentage as of the beginning of such Series 2006-1 Interest
        Period of the portion of the Monthly Administration Fee (as specified in
        clause
        (iii) of the definition thereof) payable by CRCF for such Series 2006-1 Interest
        Period, (5) fifth, to pay any Carrying Charges (other than Carrying Charges
        provided for above) to the Persons to whom such amounts are owed, an amount
        equal to the Series 2006-1 Percentage as of the beginning of such Series
        2006-1
        Interest Period of such Carrying Charges (other than Carrying Charges provided
        for above) for such Series 2006-1 Interest Period, (6) sixth, so long as
        the
        Series 2006-1 Invested Amount is greater than the Monthly Total Principal
        Allocations for the Related Month, an amount equal to the excess of the Series
        2006-1 Invested Amount over the Monthly Total Principal Allocations for the
        Related Month shall be treated as Principal Collections and (7) seventh,
        to each
        Series 2006-1 Interest Rate Swap Counterparty, any amounts due and owing
        under
        the applicable Series 2006-1 Interest Rate Swap (other than any Fixed Rate
        Payment).

       

          (g)               
        Shortfalls.  If the amounts described in Section 2.3
        are insuffi­cient to pay the Series 2006-1 Monthly Interest on any
        Dis­tribution Date, payments of interest to the Series 2006-1 Noteholders
        will be reduced on a prorata basis by the amount of such
        deficiency.  The aggregate amount, if any, of such deficiency on any
        Distribution Date shall be referred to as the “Series 2006-1
        Shortfall.”  Interest shall accrue on the Series 2006-1 Shortfall at
        the Series 2006-1 Note Rate.

       

          (h)               
        Listing Information Requirement.  From the time of the
        Administrator’s written notice to the Trustee that the Series 2006-1 Notes are
        listed on the Luxembourg Stock Exchange until the Administrator shall give
        the
        Trustee written notice that the Series 2006-1 Notes are not listed on the
        Luxembourg Stock Exchange, the Trustee shall, or shall instruct the Paying
        Agent
        to, cause each of (i) the Series 2006-1 Note Rate for the next succeeding
        Series
        2006-1 Interest Period, (ii) the number of days in such Series 2006-1 Interest
        Period, (iii) the Distribution Date for such Series 2006-1 Interest Period
        and
        (iv) the amount of interest payable on the Series 2006-1 Notes on such
        Distribution Date to be (A) communicated to DTC, Euroclear, Clearstream,
        the
        Paying Agent in Luxembourg and the Luxembourg Stock Exchange no later than
        11:00
        a.m. (London time) on the Business Day immediately following each LIBOR
        Determination Date and (B) if the rules of the Luxembourg Stock Exchange
        so
        require, as notified by the Administrator to the Trustee in writing, published
        at CRCF’s expense in the Authorized Newspaper as soon as possible after the
        determination of the Series 2006-1 Note Rate for the applicable Series 2006-1
        Interest Period unless the Administrator notifies the Trustee in writing
        that
        such publication is no longer required. 

       

      
        
           

        

        
          -31-

          
            

          

        

        
           

        

      

       

          Section
        2.4 
Payment of Note Interest.  On each Distribution Date,
        subject to Sec­tion 9.8 of the Base Indenture, the Paying Agent shall, in
        accordance with Section 6.1 of the Base Indenture, pay to the Series 2006-1
        Noteholders from the Series 2006-1 Distribution Account the amount due to
        the
        Series 2006-1 Noteholders deposited in the Series 2006-1 Distribution Account
        pursuant to Section 2.3.

       

          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 Series 2006-1
        Controlled
        Amortization Period or the first Determina­tion Date after the
        commence­ment of the Series 2006-1 Rapid Amortization Period, the
        Administrator shall in­struct the Trustee and the Paying Agent in writing
        pursu­ant to the Administration Agreement and in accordance with this
        Section 2.5 as to (i) the amount allocated to the Series 2006-1 Notes during
        the
        Related Month pursuant to Section 2.2(b)(ii), (c)(ii) or (d)(ii), as the
        case
        may be, (ii) any amounts to be drawn on the Series 2006-1 Demand Notes and/or
        on
        the Series 2006-1 Letters of Credit (or withdrawn from the Series 2006-1
        Cash
        Collateral Account), (iii) any amounts to be withdrawn from the Series 2006-1
        Reserve Account and deposited into the Series 2006-1 Distribution Account
        and
        (iv) the amount of any demand on the Surety Bond in accordance with the terms
        thereof.  On the Dis­tribution Date following each such Determination
        Date, the Trustee shall withdraw the amount allocated to the Series 2006-1
        Notes
        during the Related Month pursuant to Section 2.2(b)(ii), (c)(ii) or (d)(ii),
        as
        the case may be, from the Series 2006-1 Collection Account and deposit such
        amount in the Series 2006-1 Distri­bution Account, to be paid to the holders
        of the Series 2006-1 Notes.

       

          (b)              
        Principal Draws on Series 2006-1 Letters of Credit.  If
        the Administrator determines on any Distribution Date during the Series 2006-1
        Rapid Amortization Period that there exists a Series 2006-1 Lease Principal
        Payment Deficit, the Administrator shall instruct the Trustee in writing
        to draw
        on the Series 2006-1 Letters of Credit, if any, as provided
        below;provided,however, that the Administrator shall not instruct
        the Trustee to draw on the Series 2006-1 Letters of Credit in respect of
        a
        Series 2006-1 Lease Principal Payment Deficit on or after the date of the
        filing
        by any of the Lessees of a petition for relief under Chapter 11 of the
        Bankruptcy Code unless and until the date on which each of the Lessees shall
        have resumed making all payments of the portion of Monthly Base Rent relating
        to
        Loan Interest required to be made under the AESOP I Operating Lease.  Upon
        receipt of a notice by the Trustee from the Administrator in respect of a
        Series
        2006-1 Lease Principal Payment Deficit on or prior to 11:00 a.m. (New York
        City
        time) on a Distribution Date, the Trustee shall, by 12:00 noon (New York
        City
        time) on such Distribution Date draw an amount as set forth in such notice
        equal
        to the lesser of (i) such Series 2006-1 Lease Principal Payment Deficit and
        (ii)
        the Series 2006-1 Letter of Credit Liquidity Amount on the Series 2006-1
        Letters
        of Credit by presenting to each Series 2006-1 Letter of Credit Provider a
        draft
        accompanied by a Certificate of Lease Deficit Demand and shall cause the
        Lease
        Deficit Disbursements to be deposited in the Series 2006-1 Distribution Account
        on such Distribution Date; provided, however, that if the Series
        2006-1 Cash Collateral Account has been established and funded, the Trustee
        shall withdraw from the Series 2006-1 Cash Collateral Account and deposit
        in the
        Series 2006-1 Distribution Account an amount equal to the lesser of (x) the
        Series 2006-1 Cash Collateral Percentage on such Distribution Date of the
        Series
        2006-1 Lease Principal Payment Deficit and (y) the Series 2006-1 Available
        Cash
        Collateral Account Amount on such Distribution Date and draw an amount equal
        to
        the remainder of such amount on the Series 2006-1 Letters of
        Credit.

       

       

      
        
           

        

        
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          (c)               
        Final Distribution Date.  The entire Series 2006-1
        Invested Amount shall be due and payable on the Series 2006-1 Final Distribution
        Date.  In connection therewith:

       

              (i)                 
        Demand Note Draw.  If the amount to be deposited in the Series
        2006-1 Distribution Account in accordance with Section 2.5(a) together with
        any
        amounts to be deposited therein in accordance with Section 2.5(b) on the
        Series
        2006-1 Final Distribution Date is less than the Series 2006-1 Invested Amount,
        and there are any Series 2006-1 Letters of Credit on such date, then, prior
        to
        10:00 a.m. (New York City time) on the second Business Day prior to such
        Series
        2006-1 Final Distribution Date, the Administrator shall instruct the Trustee
        in
        writing (with a copy to the Surety Provider) to make a demand (a “Demand
        Notice”) substantially in the form attached hereto as Exhibit F on
        the Demand Note Issuers for payment under the Series 2006-1 Demand Notes
        in an
        amount equal to the lesser of (i) such insuf­fici­ency and (ii) the
        Series 2006-1 Letter of Credit Amount.  The Trustee shall, prior to 12:00
        noon (New York City time) on the second Business Day preceding such Series
        2006-1 Final Distribution Date, deliver such Demand Notice to the Demand
        Note
        Issuers; 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 a Demand
        Note Issuer shall have occurred and be continuing, the Trustee shall not
        be
        required to deliver such Demand Notice to such Demand Note Issuer.  The
        Trustee shall cause the proceeds of any demand on the Series 2006-1 Demand
        Notes
        to be deposited into the Series 2006-1 Distribution Account.  

       

              (ii)               
        Letter of Credit Draw.  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 the Demand Note Issuers pursuant to clause
        (i) of
        this Section 2.5(c), any Demand Note Issuer shall have failed to pay to the
        Trustee or deposit into the Series 2006-1 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 one or more of the Demand Note Issuers, the Trustee
        shall
        not have delivered such Demand Notice to any Demand Note Issuer on the second
        Business Day preceding such Series 2006-1 Final Distribution Date, then,
        in the
        case of (x) or (y) the Trustee shall draw on the Series 2006-1 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 the Demand Note Issuers failed to pay under
        the
        Series 2006-1 Demand Notes (or, the amount that the Trustee failed to demand
        for
        payment thereunder) and (b) the Series 2006-1 Letter of Credit Amount on
        such Business Day by presenting to each Series 2006-1 Letter of Credit Provider
        (with a copy to the Surety Provider) a draft accompanied by a Certificate
        of
        Unpaid Demand Note Demand; provided, however,that if the Series
        2006-1 Cash Collateral Account has been established and funded, the Trustee
        shall withdraw from the Series 2006-1 Cash Collateral Account and deposit
        in the
        Series 2006-1 Distribution Account an amount equal to the lesser of (x) the
        Series 2006-1 Cash Collateral Percentage on such Business Day of the amount
        that
        the Demand Note Issuers failed to pay under the Series 2006-1 Demand Notes
        (or,
        the amount that the Trustee failed to demand for payment thereunder) and
        (y) the
        Series 2006-1 Available 

       

       

      
        
           

        

        
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      Cash
        Collateral Account Amount on such Business Day and draw an amount equal to
        the
        remainder of the amount that the Demand Note Issuers failed to pay under
        the
        Series 2006-1 Demand Notes (or, the amount that the Trustee failed to demand
        for
        payment thereunder) on the Series 2006-1 Letters of Credit.  The Trustee
        shall deposit, or cause the deposit of, the proceeds of any draw on the Series
        2006-1 Letters of Credit and the proceeds of any withdrawal from the Series
        2006-1 Cash Collateral Account to be deposited in the Series 2006-1 Distribution
        Account. 

       

              (iii)              
        Reserve Account Withdrawal.  If, after giving effect to the deposit
        into the Series 2006-1 Distribution Account of the amount to be deposited
        in
        accordance with Section 2.5(a) and the amounts described in clauses (i) and
        (ii)
        of this Section 2.5(c), the amount to be deposited in the Series 2006-1
        Distribution Account with respect to the Series 2006-1 Final Distribution
        Date
        is or will be less than the Series 2006-1 Invested Amount, then prior to
        12:00
        noon (New York City time) on the second Business Day prior to such Series
        2006-1
        Final Distribution Date, the Administrator shall instruct the Trustee in
        writing
        to withdraw from the Series 2006-1 Reserve Account, an amount equal to the
        lesser of the Series 2006-1 Available Reserve Account Amount and such remaining
        insufficiency and deposit it in the Series 2006-1 Distribution Account on
        such
        Series 2006-1 Final Distribution Date.  

       

              (iv)             
        Demand on Surety Bond.  If after giving effect to the deposit into
        the Series 2006-1 Distribution Account of the amount to be deposited in
        accor­dance with Section 2.5(a) and all other amounts described in clauses
        (i), (ii) and (iii) of this Section 2.5(c), the amount to be deposited in
        the
        Series 2006-1 Distribution Account with respect to the Series 2006-1 Final
        Distribution Date is or will be less than the Series 2006-1 Outstanding
        Principal Amount, then 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 such insufficiency in accordance
        with
        the terms thereof and shall cause the proceeds thereof to be deposited in
        the
        Series 2006-1 Distribution Account.  

       

              (d)              
        Principal Deficit Amount.  On each Distribution Date,
        other than the Series 2006-1 Final Distribution Date, on which the Principal
        Deficit Amount is greater than zero, amounts shall be transferred to the
        Series
        2006-1 Distribution Account as follows: 

       

              (i)                 
        Demand Note Draw.  If on any Determination Date, the Administrator
        determines that the Principal Deficit Amount with respect to the next succeeding
        Distribution Date will be greater than zero and there are any Series 2006-1
        Letters of Credit on such date, prior to 10:00 a.m. (New York City time)
        on the
        second Business Day prior to such Distribution Date, the Administrator shall
        instruct the Trustee in writing (with a copy to the Surety Provider) to deliver
        a Demand Notice to the Demand Note Issuers demanding payment of an amount
        equal
        to the lesser of (A) the Principal Deficit Amount and (B) the Series 2006-1
        Letter of Credit 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 the Demand Note Issuers; 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) 

       

       

      
        
           

        

        
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      with respect
        to a Demand Note Issuer shall have occurred and be continuing, the Trustee
        shall
        not be required to deliver such Demand Notice to such Demand Note Issuer. 
The Trustee shall cause the proceeds of any demand on the Series 2006-1 Demand
        Note to be deposited into the Series 2006-1 Distribution Account.  

       

              (ii)               
        Letter of Credit Draw.  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, any Demand Note Issuer shall have failed to pay to the Trustee or deposit
        into the Series 2006-1 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 any Demand Note Issuer, the Trustee shall not have delivered
        such Demand Notice to any Demand Note Issuer on the second Business Day
        preceding such Distribution Date, then, in the case of (x) or (y) the Trustee
        shall on such Business Day draw on the Series 2006-1 Letters of Credit an
        amount
        equal to the lesser of (i) Series 2006-1 Letter of Credit Amount and
        (ii) the aggregate amount that the Demand Note Issuers failed to pay under
        the Series 2006-1 Demand Notes (or, the amount that the Trustee failed to
        demand
        for payment thereunder) by presenting to each Series 2006-1 Letter of Credit
        Provider (with a copy to the Surety Provider) a draft accompanied by a
        Certificate of Unpaid Demand Note Demand; provided, however, that
        if the Series 2006-1 Cash Collateral Account has been established and funded,
        the Trustee shall withdraw from the Series 2006-1 Cash Collateral Account
        and
        deposit in the Series 2006-1 Distribution Account an amount equal to the
        lesser
        of (x) the Series 2006-1 Cash Collateral Percentage on such Business Day
        of the
        aggregate amount that the Demand Note Issuers failed to pay under the Series
        2006-1 Demand Notes (or, the amount that the Trustee failed to demand for
        payment thereunder) and (y) the Series 2006-1 Available Cash Collateral Account
        Amount on such Business Day and draw an amount equal to the remainder of
        the
        aggregate amount that the Demand Note Issuers failed to pay under the Series
        2006-1 Demand Notes (or, the amount that the Trustee failed to demand for
        payment thereunder) on the Series 2006-1 Letters of Credit.  The Trustee
        shall deposit into, or cause the deposit of, the proceeds of any draw on
        the
        Series 2006-1 Letters of Credit and the proceeds of any withdrawal from the
        Series 2006-1 Cash Collateral Account to be deposited in the Series 2006-1
        Distribution Account.

       

              (iii)              
        Reserve Account Withdrawal.  If the Series 2006-1 Letter of Credit
        Amount will be less than the Principal Deficit Amount on any Distribution
        Date,
        then, prior to 12:00 noon (New York City time) on the second Business Day
        prior
        to such Distribution Date, the Administrator shall instruct the Trustee in
        writing to withdraw from the Series 2006-1 Reserve Account, an amount equal
        to
        the lesser of (x) the Series 2006-1 Available Reserve Account Amount and
        (y) the
        amount by which the Principal Deficit Amount exceeds the amounts to be deposited
        in the Series 2006-1 Distribution Account in accordance with clauses (i)
        and
        (ii) of this Section 2.5(d) and deposit it in the Series 2006-1 Distribution
        Account on such Distribution Date.  

       

              (iv)             
        Demand on Surety Bond.  If the sum of the Series 2006-1 Letter of
        Credit Amount and the Series 2006-1 Available Reserve Account Amount will
        be
        less than the Principal Deficit Amount on any Distribution Date, then the
        Trustee shall make a demand 

       

      
        
           

        

        
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      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 and shall cause the proceeds thereof to be deposited in the
        Series 2006-1 Distribution Account.

       

          (e)               
        Distribution.  On each Distribution Date occurring on
        or after the date a withdrawal is made from the Series 2006-1 Collection
        Account
        pursuant to Section 2.5(a) or amounts are deposited in the Series 2006-1
        Distribution Account pursuant to Section 2.5(b), (c) or (d) the Paying Agent
        shall, in accordance with Section 6.1 of the Base Indenture, pay
prorata to each Series 2006-1 Noteholder from the Series 2006-1
        Distribution Account the amount deposited therein pursuant to Section 2.5(a),
        (b), (c) or (d), to the extent necessary to pay the Series 2006-1 Controlled
        Amortization Amount during the Series 2006-1 Controlled Amortization Period,
        or
        to the extent necessary to pay the Series 2006-1 Invested Amount during the
        Series 2006-1 Rapid Amortization Period.

       

          Section
        2.6 
Administrator’s Failure to Instruct the Trustee to Make a Deposit or
        Payment.  If the Administrator fails to give notice or
        instructions to make any payment from or deposit into the Collection Account
        required to be given by the Adminis­trator, at the time speci­fied in
        the Administration Agreement 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
        Administrator, provided that the Adminis­tra­tor, upon request of
        the Trustee, promptly provides the Trustee with all information necessary
        to
        allow the Trustee to make such a payment or deposit.  When any payment or
        deposit hereunder or under any other Related Document is required to be made
        by
        the Trustee or the Paying Agent at or prior to a specified time, the
        Administrator shall deliver any applicable written instructions with respect
        thereto reasonably in advance of such specified time.

       

          Section
        2.7 
Series-2006-1 Reserve Account.  (a) 
Establishment of Series 2006-1 Reserve Account.  CRCF shall
        establish and maintain in the name of the Series 2006-1 Agent for the benefit
        of
        the Series 2006-1 Noteholders, each Series 2006-1 Interest Rate Swap
        Counterparty and the Surety Provider, or cause to be estab­lished and
        maintained, an account (the “Series 2006-1 Reserve Account”), bearing a
        designation clearly indicating that the funds deposited therein are held
        for the
        benefit of the Series 2006-1 Notehold­ers, each Series 2006-1 Interest Rate
        Swap Counterparty and the Surety Provider.  The Series 2006-1 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 2006-1 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
        Standard & Poor’s or “Baa2” by Moody’s, then CRCF shall, within thirty (30)
        days of such reduction, establish a new Series 2006-1 Reserve Account with
        a new
        Qualified Institution.  If the Series 2006-1 Reserve Account is not
        maintained in accordance with the previous sentence, CRCF shall establish
        a new
        Series 2006-1 Reserve Account, within ten (10) Business Days after obtaining
        knowledge of such fact, which complies with such sentence, and shall instruct
        the Series 2006-1 Agent in writing to transfer all cash and investments from
        the
        non-qualifying Series 2006-1 Reserve Account into the new Series 2006-1 Reserve
        Account.  Initially, the Series 2006-1 Reserve Account will be established
        with The Bank of New York.  

       

      
        
           

        

        
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          (b)              
        Administration of the Series 2006-1 Reserve Account. 
The Administrator may instruct the institution maintaining
        the Series 2006-1
        Reserve Account to invest funds on deposit in the Series 2006-1 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 2006-1 Reserve Account
        is
        held with the Paying Agent, then such investment may mature on such Distribution
        Date and such funds shall be available for withdrawal on or prior to such
        Distribution Date.  All such Permitted Investments will be credited to the
        Series 2006-1 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 physically
        delivered to the Trustee; (ii) United States security entitlements or
        security entitlements shall be controlled (as defined in Section 8-106 of
        the
        New York UCC) by the Trustee pending maturity or disposition, and
        (iii) uncertificated securities (and not United States security
        entitlements) shall be delivered to the Trustee by causing the Trustee to
        become
        the registered holder of such securities.  The Trustee shall, at the
        expense of CRCF, take such action as is required to maintain the Trustee’s
        security interest in the Permitted Investments credited to the Series 2006-1
        Reserve Account.  CRCF shall not direct the Trustee to dispose of (or
        permit the disposal of) any Permitted Investments prior to the maturity thereof
        to the extent such disposal would result in a loss of the purchase price
        of such
        Permitted Investments.  In the absence of written investment instructions
        hereunder, funds on deposit in the Series 2006-1 Reserve Account shall remain
        uninvested.

       

          (c)               
        Earnings from Series 2006-1 Reserve Ac­count.  All
        interest and earnings (net of losses and investment expenses) paid on funds
        on
        deposit in the Series 2006-1 Reserve Account shall be deemed to be on deposit
        therein and available for distribution.

       

          (d)              
        Series 2006-1 Reserve Account Constitutes Additional
        Collateral
        for Series 2006-1 Notes.  In order to secure and provide for the
        repayment and payment of the CRCF Obligations with respect to the Series
        2006-1
        Notes, CRCF hereby grants a security interest in and assigns, pledges, grants,
        transfers and sets over to the Trustee, for the benefit of the Series 2006-1
        Noteholders, each Series 2006-1 Interest Rate Swap Counterparty and the Surety
        Provider, all of CRCF’s right, title and interest in and to the following
        (whether now or hereafter existing or acquired):  (i) the Series 2006-1
        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 2006-1 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 2006-1 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
        2006-1 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 2006-1
        Reserve Account Collateral”).  The Trustee shall possess all right,
        title and interest in and to all funds on deposit from time to time in the
        Series 2006-1 Reserve Account and in all proceeds thereof, and shall be the
        only
        person authorized to originate entitlement orders in respect of the Series
        2006-1 Reserve Account.  The Series 2006-1 Reserve Account Collateral shall
        be under the sole 

       

      
        
           

        

        
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      dominion and control of the Trustee for the benefit of
        the
        Series 2006-1 Noteholders, each Series 2006-1 Interest Rate Swap Counterparty
        and the Surety Provider.  The Series 2006-1 Agent hereby agrees (i) to act
        as the securities intermediary (as defined in Section 8-102(a)(14) of the
        New York UCC) with respect to the Series 2006-1 Reserve Account; (ii) that
        its jurisdiction as securities intermediary is New York; (iii) that each
        item of
        property (whether investment property, financial asset, security, instrument
        or
        cash) credited to the Series 2006-1 Reserve Account shall be treated as a
        financial asset (as defined in Section 8-102(a)(9) of the New York UCC) and
        (iv) to comply with any entitlement order (as defined in Section 8-102(a)(8)
        of
        the New York UCC) issued by the Trustee.

       

          (e)               
        Series 2006-1 Reserve Account Surplus.  In the event
        that the Series 2006-1 Reserve Account Surplus on any Distribution Date,
        after
        giving effect to all withdrawals from the Series 2006-1 Reserve Account,
        is
        greater than zero, if no Series 2006-1 Enhancement Deficiency or AESOP I
        Operating Lease Vehicle Deficiency would result therefrom or exist thereafter,
        the Trustee, acting in accordance with the written instructions of the
        Administrator (with a copy of such written instructions to be provided by
        the
        Administrator to the Surety Provider) pursuant to the Administration Agreement,
        shall withdraw from the Series 2006-1 Reserve Account an amount equal to
        the
        Series 2006-1 Reserve Account Surplus and shall pay such amount to
        CRCF.

       

          (f)                
        Termination of Series 2006-1 Reserve Ac­count. 
Upon the termination of the Indenture pursuant to
        Section 11.1 of the Base
        Indenture, the Trustee, acting in accordance with the written instructions
        of
        the Administrator, after the prior payment of all amounts owing to the Series
        2006-1 Noteholders and to the Surety Provider and payable from the Series
        2006-1
        Reserve Account as provided herein, shall withdraw from the Series 2006-1
        Reserve Account all amounts on deposit therein for payment to CRCF.

       

          Section
        2.8 
Series 2006-1 Letters of Credit and Series 2006-1 Cash Collateral
        Account.  (a)      Series 2006-1
        Letters of Credit and Series 2006-1 Cash Collateral Account Constitute
        Additional Collateral for Series 2006-1 Notes.  In order to secure and
        provide for the repayment and payment of the CRCF Obligations with respect
        to
        the Series 2006-1 Notes, CRCF hereby grants a security interest in and assigns,
        pledges, grants, transfers and sets over to the Trustee, for the benefit
        of the
        Series 2006-1 Noteholders, each Series 2006-1 Interest Rate Swap Counterparty
        and the Surety Provider, all of CRCF’s right, title and interest in and to the
        following (whether now or hereafter existing or acquired): (i) each Series
        2006-1 Letter of Credit; (ii) the Series 2006-1 Cash Collateral Account,
        including any security entitlement thereto; (iii) all funds on deposit in
        the Series 2006-1 Cash Collateral Account from time to time; (iv) all
        certificates and instruments, if any, representing or evidencing any or all
        of
        the Series 2006-1 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 2006-1 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 2006-1 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 2006-1 Cash
        Collateral Account Collateral”).  

       

      
        
           

        

        
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      The Trustee shall, for the benefit of the Series 2006-1 Noteholders,
        each
        Series 2006-1 Interest Rate Swap Counterparty and the Surety Provider, possess
        all right, title and interest in all funds on deposit from time to time in
        the
        Series 2006-1 Cash Collateral Account and in all proceeds thereof, and shall
        be
        the only person authorized to originate entitlement orders in respect of
        the
        Series 2006-1 Cash Collateral Account.  The Series 2006-1 Cash Collateral
        Account shall be under the sole dominion and control of the Trustee for the
        benefit of the Series 2006-1 Noteholders, each Series 2006-1 Interest Rate
        Swap
        Counterparty and the Surety Provider.  The Series 2006-1 Agent hereby
        agrees (i) to act as the securities intermediary (as defined in Section
        8-102(a)(14) of the New York UCC) with respect to the Series 2006-1 Cash
        Collateral Account; (ii) that its jurisdiction as a securities intermediary
        is
        New York, (iii) that each item of property (whether investment property,
        financial asset, security, instrument or cash) credited to the Series 2006-1
        Cash Collateral Account shall be treated as a financial asset (as defined
        in
        Section 8-102(a)(9) of the New York UCC) and (iv) to comply with any
        entitlement order (as defined in Section 8-102(a)(8) of the New York UCC)
        issued by the Trustee.

       

          (b)              
        Series 2006-1 Letter of Credit Expiration Date.  If
        prior to the date which is ten (10) days prior to the then - scheduled Series
        2006-1 Letter of Credit Expiration Date with respect to any Series 2006-1
        Letter
        of Credit, excluding the amount available to be drawn under such Series 2006-1
        Letter of Credit but taking into account each substitute Series 2006-1 Letter
        of
        Credit which has been obtained from a Series 2006-1 Eligible Letter of Credit
        Provider and is in full force and effect on such date, the Series 2006-1
        Enhancement Amount would be equal to or more than the Series 2006-1 Required
        Enhancement Amount and the Series 2006-1 Liquidity Amount would be equal
        to or
        greater than the Series 2006-1 Required Liquidity Amount, then the Administrator
        shall notify the Trustee and the Surety Provider (with the Surety Provider
        to be
        provided supporting calculations in reasonable detail) in writing no later
        than
        two (2) Business Days prior to such Series 2006-1 Letter of Credit Expiration
        Date of such determination.  If prior to the date which is ten (10) days
        prior to the then-scheduled Series 2006-1 Letter of Credit Expiration Date
        with
        respect to any Series 2006-1 Letter of Credit, excluding the amount available
        to
        be drawn under such Series 2006-1 Letter of Credit but taking into account
        a
        substitute Series 2006-1 Letter of Credit which has been obtained from a
        Series
        2006-1 Eligible Letter of Credit Provider and is in full force and effect
        on
        such date, the Series 2006-1 Enhancement Amount would be less than the Series
        2006-1 Required Enhancement Amount or the Series 2006-1 Liquidity Amount
        would
        be less than the Series 2006-1 Required Liquidity Amount, then the Administrator
        shall notify the Trustee and the Surety Provider (with the Surety Provider
        to be
        provided supporting calculations in reasonable detail) in writing no later
        than
        two (2) Business Days prior to such Series 2006-1 Letter of Credit Expiration
        Date of (x) the greater of (A) the excess, if any, of the Series 2006-1 Required
        Enhancement Amount over the Series 2006-1 Enhancement Amount, excluding the
        available amount under such expiring Series 2006-1 Letter of Credit but taking
        into account any substitute Series 2006-1 Letter of Credit which has been
        obtained from a Series 2006-1 Eligible Letter of Credit Provider and is in
        full
        force and effect, on such date, and (B) the excess, if any, of the Series
        2006-1
        Required Liquidity Amount over the Series 2006-1 Liquidity Amount, excluding
        the
        available amount under such expiring Series 2006-1 Letter of Credit but taking
        into account any substitute Series 2006-1 Letter of Credit which has been
        obtained from a Series 2006-1 Eligible Letter of Credit Provider and is in
        full
        force and effect, on such date, and (y) the amount available to be drawn
        on such
        expiring Series 2006-1 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 noon 

       

      
        
           

        

        
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      (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
        noon (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 expiring Series
        2006-1 Letter of Credit by presenting a draft (with a copy to the Surety
        Provider) accompanied by a Certificate of Termination Demand and shall cause
        the
        Termination Disbursement to be deposited in the Series 2006-1 Cash Collateral
        Account.

       

          If
        the Trustee does
        not receive the notice fromthe Administrator described in the first paragraph
        of
        this Section 2.8(b) on or prior to the date that is two (2) Business Days
        prior
        to each Series 2006-1 Letter of Credit Expiration Date, the Trustee shall,
        by
        12:00 noon (New York City time) on such Business Day draw the full amount
        of
        such Series 2006-1 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 2006-1 Cash Collateral Account.

          (c)               
        Series 2006-1 Letter of Credit Providers.  The
        Administrator shall notify the Trustee and the Surety Provider in writing
        within
        one (1) Business Day of becoming aware that (i) the long-term senior unsecured
        debt credit rating of any Series 2006-1 Letter of Credit Provider has fallen
        below “A+” as determined by Standard & Poor’s or “Al” as determined by
        Moody’s or (ii) the short-term senior unsecured debt credit rating of any Series
        2006-1 Letter of Credit Provider has fallen below “A-1” as determined by
        Standard & Poor’s or “P-1” as determined by Moody’s.  At such time the
        Administrator shall also notify the Trustee of (i) the greater of (A) the
        excess, if any, of the Series 2006-1 Required Enhancement Amount over the
        Series
        2006-1 Enhancement Amount, excluding the available amount under the Series
        2006-1 Letter of Credit issued by such Series 2006-1 Letter of Credit Provider,
        on such date, and (B) the excess, if any, of the Series 2006-1 Required
        Liquidity Amount over the Series 2006-1 Liquidity Amount, excluding the
        available amount under such Series 2006-1 Letter of Credit, on such date,
        and
        (ii) the amount available to be drawn on such Series 2006-1 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 noon (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
        noon
        (New York City time) on the next following Business Day), draw on such Series
        2006-1 Letter of Credit in an amount equal to the lesser of the amounts in
        clause (i) and 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 2006-1 Cash Collateral Account.

          

          (d)              
        Termination Date Demands on the Series 2006-1 Letters
        of
        Credit.  Prior to 10:00 a.m. (New York City time) on the Business Day
        immediately succeeding the Series 2006-1 Letter of Credit Termination Date,
        the
        Administrator shall determine the Series 2006-1 Demand Note Payment Amount,
        if
        any, as of the Series 2006-1 Letter of Credit Termination Date and, if the
        Series 2006-1 Demand Note Payment Amount is greater than zero, instruct the
        Trustee in writing to draw on the Series 2006-1 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 2006-1 Demand Note Payment Amount and (ii) the Series 2006-1 Letter
        of Credit Liquidity Amount on the Series 2006-1 Letters of Credit by presenting
        to each Series 2006-1 Letter of Credit Provider (with a copy to the Surety
        Provider) a draft accompanied 

       

      
        
           

        

        
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      by a Certificate of Termination Date Demand and shall
        cause
        the Termination Date Disbursement to be deposited in the Series 2006-1 Cash
        Collateral Account; provided, however, that if the Series 2006-1
        Cash Collateral Account has been established and funded, the Trustee shall
        draw
        an amount equal to the product of (a) 100% minus the Series 2006-1 Cash
        Collateral Percentage and (b) the lesser of the amounts referred to in clause
        (i) and (ii) on such Business Day on the Series 2006-1 Letters of Credit
        as
        calculated by the Administra­tor and provided in writing to the Trustee and
        the Surety Provider.

       

          (e)               
        Draws on the Series 2006-1 Letters of Credit.  If there
        is more than one Series 2006-1 Letter of Credit on the date of any draw on
        the
        Series 2006-1 Letters of Credit pursuant to the terms of this Supplement,
        the
        Administrator shall instruct the Trustee, in writing, to draw on each Series
        2006-1 Letter of Credit in an amount equal to the Pro Rata Share of the Series
        2006-1 Letter of Credit Provider issuing such Series 2006-1 Letter of Credit
        of
        the amount of such draw on the Series 2006-1 Letters of Credit.

       

          (f)                
        Establishment of Series 2006-1 Cash Collateral
        Account.  On or prior to the date of any drawing under a Series 2006-1
        Letter of Credit pursuant to Section 2.8(b), (c) or (d) above, CRCF shall
        establish and maintain in the name of the Trustee for the benefit of the
        Series
        2006-1 Noteholders, each Series 2006-1 Interest Rate Swap Counterparty and
        the
        Surety Provider, or cause to be estab­lished and maintained, an account (the
“Series 2006-1 Cash Collateral Account”), bearing a designation clearly
        indicating that the funds deposited therein are held for the benefit of the
        Series 2006-1 Noteholders, each Series 2006-1 Interest Rate Swap Counterparty
        and the Surety Provider.  The Series 2006-1 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 2006-1 Cash Collateral Account;
        provided, however, that if at any time such Qualified Institution
        is no longer a Qualified Institution or the credit rating of any securities
        issued by such depository institution or trust company shall be reduced to
        below
“BBB-” by Standard & Poor’s or “Baa3” by Moody’s, then CRCF shall, within
        thirty (30) days of such reduction, establish a new Series 2006-1 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 2006-1 Cash Collateral Account.  If a new Series
        2006-1 Cash Collateral Account is established, CRCF shall instruct the Trustee
        in writing to transfer all cash and invest­ments from the non-qualifying
        Series 2006-1 Cash Collateral Account into the new Series 2006-1 Cash Collateral
        Account.

       

          (g)               
        Administration of the Series 2006-1 Cash Collateral
        Account.  CRCF may instruct (by standing instructions or otherwise) the
        institution maintaining the Series 2006-1 Cash Collateral Account to invest
        funds on deposit in the Series 2006-1 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 2006-1 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 2006-1 Cash Collateral Account and any such Permitted
        Investments that constitute (i) physical property (and 

       

      
        
           

        

        
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      that is not either a United States security entitlement
        or a
        security entitlement) shall be physically delivered to the Trustee;
        (ii) United States security entitlements or security entitlements shall be
        controlled (as defined in Section 8-106 of the New York UCC) by the Trustee
        pending maturity or disposition, and (iii) uncertificated securities (and
        not United States security entitlements) shall be delivered to the Trustee
        by
        causing the Trustee to become the registered holder of such securities. 
The Trustee shall, at the expense of CRCF, take such action as is required
        to
        maintain the Trustee’s security interest in the Permitted Investments credited
        to the Series 2006-1 Cash Collateral Account.  CRCF shall not direct the
        Trustee to dispose of (or permit the disposal of) any Permitted Investments
        prior to the maturity thereof to the extent such disposal would result in
        a loss
        of the purchase price of such Permitted Investments.  In the absence of
        written investment instructions hereunder, funds on deposit in the Series
        2006-1
        Cash Collateral Account shall remain uninvested.

       

          (h)               
        Earnings from Series 2006-1 Cash Collateral Account. 
All interest and earnings (net of losses and investment
        expenses) paid on funds
        on deposit in the Series 2006-1 Cash Collateral Account shall be deemed to
        be on
        deposit therein and available for distribution.

       

          (i)                 
        Series 2006-1 Cash Collateral Account Surplus.  In the
        event that the Series 2006-1 Cash Collateral Account Surplus on any Distribution
        Date (or, after the Series 2006-1 Letter of Credit Termination Date, on any
        date) is greater than zero, the Trustee, acting in accordance with the written
        instructions (a copy of which shall be provided by the Administrator to the
        Surety Provider) of the Administrator, shall with­draw from the Series
        2006-1 Cash Collateral Account an amount equal to the Series 2006-1 Cash
        Collateral Account Surplus and shall pay such amount:  first, to the
        Series 2006-1 Letter of Credit Providers to the extent of any unreimbursed
        drawings under the related Series 2006-1 Reimbursement Agreement, for
        application in accordance with the provisions of the related Series 2006-1
        Reimbursement Agreement, and, second, to CRCF any remaining
        amount.

       

          (j)                
        Post-Series 2006-1 Letter of Credit Termination Date
        Withdrawals
        from the Series 2006-1 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 2006-1 Cash Collateral Account
        and
        pay to the Surety Provider an amount equal to the lesser of (i) the Series
        2006-1 Available Cash Collateral Account Amount on such date and (ii) such
        Preference Amount.  Prior to any withdrawal from the Series 2006-1 Cash
        Collateral Account pursuant to this Section 2.8(j), the Trustee shall have
        received a certified copy of the order requiring the return of such Preference
        Amount.

       

          (k)              
        Termination of Series 2006-1 Cash Collateral Account. 
Upon the termina­tion of this Supplement in accordance with its terms,
        the
        Trustee, acting in accordance with the written instructions of the
        Administrator, after the prior payment of all amounts owing to the Series
        2006-1
        Noteholders and to the Surety Provider and payable from the Series 2006-1
        Cash
        Collateral Account as provided herein, shall withdraw from the Series 2006-1
        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 2006-1 Letter of Credit Providers to
        the extent of any unreimbursed drawings under the related Series 2006-1
        Reimbursement 

       

      
        
           

        

        
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      Agreement, for application in accordance with the provisions
        of the related Series 2006-1 Reimbursement Agreement, and, second, to
        CRCF any remaining amount.

       

          Section
        2.9 
Series 2006-1 Distribution Account.  (a) 
Establishment of Series 2006-1 Distribu­tion Account.  CRCF
        shall establish and maintain in the name of the Trustee for the benefit of
        the
        Series 2006-1 Noteholders, each Series 2006-1 Interest Rate Swap Counterparty
        and the Surety Provider, or cause to be established and maintained, an account
        (the “Series 2006-1 Distribution Account”), bearing a designa­tion
        clearly indicating that the funds deposited therein are held for the benefit
        of
        the Series 2006-1 Noteholders, each Series 2006-1 Interest Rate Swap
        Counterparty and the Surety Provider.  The Series 2006-1 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 2006-1 Distri­bution Account;
provided, however, 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 Standard & Poor’s or “Baa3” by Moody’s, then CRCF
        shall, within thirty (30) days of such reduction, establish a new Series
        2006-1
        Distribution Account with a new Qualified Institu­tion.  If the Series
        2006-1 Distribution Account is not maintained in accordance with the previous
        sen­tence, CRCF shall establish a new Series 2006-1 Distribution Account,
        within ten (10) Business Days after obtaining knowledge of such fact, which
        complies with such sentence, and shall in­struct the Series 2006-1
        Agent in writing to transfer all cash and investments from the
        non-qualify­ing Series 2006-1 Distribution Account into the new Series
        2006-1 Distri­bution Account.  Initially, the Series 2006-1
        Distribu­tion Account will be established with The Bank of
        New York.

       

          (b)              
        Administration of the Series 2006-1 Dis­tribution
        Account.  The Adminis­trator may instruct the institution
        maintaining the Series 2006-1 Distribution Account to invest funds on deposit
        in
        the Series 2006-1 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 2006-1 Distribution Account is held with the Paying Agent,
        then
        such investment may mature on such Distribution Date and such funds shall
        be
        available for withdrawal on or prior to such Distribution Date.  All such
        Permitted Investments will be credited to the Series 2006-1 Distribution
        Account
        and any such Permitted Investments that constitute (i) physical property
        (and that is not either a United States security entitle­ment or a security
        entitlement) shall be physically delivered to the Trustee; (ii) United
        States security entitlements or security entitlements shall be controlled
        (as
        defined in Section 8-106 of the New York UCC) by the Trustee pending
        maturity or disposition, and (iii) uncertificated securities (and not
        United States security entitlements) shall be delivered to the Trustee by
        causing the Trustee to become the registered holder of such securities. 
The Trustee shall, at the expense of CRCF, take such action as is required
        to
        maintain the Trustee’s security interest in the Permitted Investments credited
        to the Series 2006-1 Distribution Account.  CRCF shall not direct the
        Trustee to dispose of (or permit the disposal of) any Permitted Investments
        prior to the maturity thereof to the extent such disposal would result in
        a loss
        of the purchase price of such Permitted Investments.  In the absence of
        written investment instructions hereunder, funds on deposit in the Series
        2006-1
        Distribution Account shall remain uninvested.

       

       

      
        
           

        

        
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          (c)               
        Earnings from Series 2006-1 Distribution Account.  All
        interest and earn­ings (net of losses and investment expenses) paid on funds
        on deposit in the Series 2006-1 Distribution Account shall be deemed to be
        on
        deposit and available for distribution.

       

          (d)              
        Series 2006-1 Distribution Account Constitutes Additional
        Collateral for Series 2006-1 Notes.  In order to secure and provide for
        the repayment and payment of the CRCF Obligations with respect to the Series
        2006-1 Notes, CRCF hereby grants a security interest in and assigns, pledges,
        grants, transfers and sets over to the Trustee, for the benefit of the Series
        2006-1 Noteholders, each Series 2006-1 Interest Rate Swap Counterparty and
        the
        Surety Provider, all of CRCF’s right, title and interest in and to the following
        (whether now or hereafter existing or acquired):  (i) the Series 2006-1
        Distri­bution 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
        2006-1
        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
        2006-1 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 2006-1 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 (vi) are
        referred to, collec­tively, as the “Series 2006-1 Distribution Account
        Collateral”).  The Trustee shall possess all right, title and interest
        in all funds on deposit from time to time in the Series 2006-1 Distribution
        Account and in and to all proceeds thereof, and shall be the only person
        authorized to originate entitlement orders in respect of the Series 2006-1
        Distribution Account.  The Series 2006-1 Distribution Account Collateral
        shall be under the sole dominion and control of the Trustee for the benefit
        of
        the Series 2006-1 Noteholders, each Series 2006-1 Interest Rate Swap
        Counterparty and the Surety Provider.  The Series 2006-1 Agent hereby
        agrees (i) to act as the securities intermediary (as defined in Section
        8-102(a)(14) of the New York UCC) with respect to the Series 2006-1
        Distribution Account; (ii) that its jurisdiction as securities intermediary
        is New York, (iii) that each item of property (whether investment property,
        financial asset, security, instrument or cash) credited to the Series 2006-1
        Distribution Account shall be treated as a financial asset (as defined in
        Section 8-102(a)(9) of the New York UCC) and (iv) to comply with any
        entitlement order (as defined in Section 8-102(a)(8) of the New York UCC)
        issued by the Trustee.

       

          Section
        2.10 
Series 2006-1 Interest Rate Swaps.  (a)  On the
        Series 2006-1 Closing Date, CRCF shall enter into one or more interest rate
        swaps acceptable to the Surety Provider (in the exercise of its reasonable
        judgment) in respect of the Series 2006-1 Notes with a Qualified Interest
        Rate
        Swap Counterparty (a “Series 2006-1 Interest Rate Swap”).  The
        Series 2006-1 Interest Rate Swaps shall have an aggregate initial notional
        amount equal to the Series 2006-1 Initial Invested Amount.  The aggregate
        notional amount of such Series 2006-1 Interest Rate Swaps shall be reduced
        pursuant to the terms of such Series 2006-1 Interest Rate Swaps but shall
        not at any time be less than the Series 2006-1 Invested Amount.  The fixed
        rate payable by CRCF under the Series 2006-1 Interest Rate Swaps and any
        replacement thereof shall not be greater than 5.0%.

       

       

      
        
           

        

        
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          (b)              
        Replacement of Any Series 2006-1 Interest Rate Swap. 
If, at any time, a Series 2006-1 Interest Rate Swap
        Counterparty does not have
        (i) a long-term senior, unsecured debt, deposit, claims paying or credit
        (as the
        case may be) rating at least “A” from Standard & Poor’s and at least “A2”
from Moody’s, (ii) a short-term senior, unsecured debt, deposit, claims paying
        or credit (as the case may be) rating of at least “A-1”, or if such Series
        2006-1 Interest Rate Swap Counterparty does not have a short-term senior,
        unsecured debt rating, then a long-term senior, unsecured debt, deposit,
        claims
        paying or credit (as the case may be) rating of at least “A+”, in each case,
        from Standard & Poor’s and (iii) a short-term senior, unsecured debt,
        deposit, claims paying or credit (as the case may be) rating of “P-1”, or if
        such Series 2006-1 Interest Rate Swap Counterparty does not have a short-term
        senior, unsecured debt rating, then a long-term senior, unsecured debt, deposit,
        claims paying or credit (as the case may be) rating of at least “A1”, in each
        case, from Moody’s, then CRCF shall cause the Series 2006-1 Interest Rate Swap
        Counterparty within thirty (30) days following such occurrence, at the Series
        2006-1 Interest Rate Swap Counterparty’s expense, to do one of the following
        (the choice of such action to be determined by the Series 2006-1 Interest
        Rate
        Swap Counterparty) (i) obtain a replacement interest rate swap on substantially
        the same terms as the replaced Series 2006-1 Interest Rate Swap from a Qualified
        Interest Rate Swap Provider and terminate the applicable Series 2006-1 Interest
        Rate Swap, (ii) collateralize its obligations under the Series 2006-1 Interest
        Rate Swap in a manner acceptable to the Rating Agencies and the Surety Provider
        (in the exercise of its reasonable judgment) in an amount and with collateral
        which is sufficient to maintain or restore the immediately prior ratings
        (without giving effect to the Policy) of the Series 2006-1 Notes or (iii)
        enter
        into any other arrangement satisfactory to Standard & Poor’s, Moody’s and
        the Surety Provider (in the exercise of its reasonable judgment), which is
        sufficient to maintain or restore the immediately prior ratings (without
        giving
        effect to the Surety Bond) of the Series 2006-1 Notes; provided that no
        termination of any Series 2006-1 Interest Rate Swap shall occur until CRCF
        has
        entered into a replacement interest rate swap or shall have entered any other
        arrangement satisfactory to Standard & Poor’s, Moody’s and the Surety
        Provider (in the exercise of its reasonable judgment).

          

          (c)               
        To secure payment of all CRCF Obligations with respect to
        the
        Series 2006-1 Notes, CRCF grants a security interest in, and assigns, pledges,
        grants, transfers and sets over to the Trustee, for the benefit of the Series
        2006-1 Noteholders and the Surety Provider, all of CRCF’s right, title and
        interest in the Series 2006-1 Interest Rate Swaps and all proceeds thereof
        (the
“Series 2006-1 Interest Rate Swap Collateral”).  CRCF shall require
        all Series 2006-1 Interest Rate Swap Proceeds to be paid to, and the
        Trustee shall allocate all Series 2006-1 Interest Rate Swap Proceeds to,
        the
        Series 2006-1 Accrued Interest Account of the Series 2006-1 Collection
        Account.

       

          (d)              
         The failure of CRCF to comply with its covenants contained
        in
        this Section 2.10 shall not constitute an Amortization Event with respect
        to the
        Series 2006-1 Notes.

       

          (e)               
        Each Series 2006-1 Interest Rate Swap Counterparty shall
        be a Swap
        Counterparty and therefore shall be a beneficiary of the grant set forth
        in
        Section 3.1 of the Base Indenture. 

       

          Section
        2.11 
Series 2006-1 Accounts Permitted Investments.  CRCF shall
        not, and shall not permit, funds on deposit in the Series 2006-1 Accounts
        to be
        invested in: 

       

      
        
           

        

        
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              (i)                 
        Permitted Investments that do not mature at least one Business Day before
        the
        next Distribution Date; 

              (ii)               
        demand deposits, time deposits or certificates of deposit with a maturity
        in
        excess of 360 days; 

              (iii)              
        commercial paper which is not rated “P-1” by Moody’s; 

              (iv)             
        money market funds or eurodollar time deposits which are not rated at least
        “AAA” by Standard & Poor’s; 

              (v)               
        eurodollar deposits that are not rated “P-1” by Moody’s or that are with
        financial institutions not organized under the laws of a G-7 nation; or


              (vi)             
        any investment, instrument or security not otherwise listed in clause (i)
        through (vi) of the definition of “Permitted Investments” in the Base Indenture
        that is not approved in writing by the Surety Provider.

       

          Section
        2.12 
Series 2006-1 Demand Notes Constitute Additional Collateral for Series
        2006-1
        Notes.  In order to secure and provide for the repayment and
        payment of the CRCF Obligations with respect to the Series 2006-1 Notes,
        CRCF
        hereby grants a security interest in and assigns, pledges, grants, transfers
        and
        sets over to the Trustee, for the benefit of the Series 2006-1 Noteholders,
        each
        Series 2006-1 Interest Rate Swap Counterparty and the Surety Provider, all
        of
        CRCF’s right, title and interest in and to the follow­ing (whether now or
        hereafter existing or acquired): (i) the Series 2006-1 Demand Notes;
        (ii) all certificates and instruments, if any, representing or evidencing
        the Series 2006-1 Demand Notes; and (iii) all proceeds of any and all of
        the foregoing, including, without limitation, cash.  On the date hereof,
        CRCF shall deliver to the Trustee, for the benefit of the Series 2006-1
        Noteholders, each Series 2006-1 Interest Rate Swap Counterparty and the Surety
        Provider, each Series 2006-1 Demand Note, endorsed in blank.  The Trustee,
        for the benefit of the Series 2006-1 Noteholders, each Series 2006-1 Interest
        Rate Swap Counterparty and the Surety Provider, shall be the only Person
        authorized to make a demand for payments on the Series 2006-1 Demand
        Notes.

       

      ARTICLE
        III

AMORTIZATION
        EVENTS

       

          In
        addition to the
        Amortization Events set forth in Section 9.1 of the Base Inden­ture, any of
        the following shall be an Amortization Event with respect to the Series 2006-1
        Notes and collectively shall constitute the Amortization Events set forth
        in
        Section 9.1(n) of the Base Indenture with respect to the Series 2006-1 Notes
        (without notice or other action on the part of the Trustee or any holders
        of the
        Series 2006-1 Notes):

          (a)               
        a Series 2006-1 Enhancement Deficiency shall occur and continue
        for
        at least two (2) Business Days; provided, however, that such event
        or condition shall not be an Amortization Event if during such two (2) Business
        Day period such Series 2006-1 

       

      
        
           

        

        
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      Enhancement Deficiency shall have been cured in accordance
        with the terms and condi­tions of the Indenture and the Related
        Documents;

       

          (b)              
        the Series 2006-1 Liquidity Amount shall be less than the
        Series
        2006-1 Re­quired Liquidity Amount for at least two (2) Busi­ness Days;
provided, however, that such event or condi­tion shall not be
        an Amortization Event if during such two (2) Business Day period such
        insufficiency shall have been cured in accordance with the terms and
        condi­tions of the Indenture and the Related Documents;

       

          (c)               
        the Collection Account, the Series 2006-1 Collection Account,
        the
        Series 2006-1 Excess Collection Account or the Series 2006-1 Reserve Account
        shall be subject to an injunction, estoppel or other stay or a Lien (other
        than
        Liens permitted under the Related Docu­ments);

          

          (d)              
        all principal of and interest on the Series 2006-1 Notes
        is not
        paid in full on or before the Series 2006-1 Expected Final Distribution
        Date;

       

          (e)               
        the Trustee shall make a demand for pay­ment under the Surety
        Bond;

       

          (f)                
        the occurrence of an Event of Bankruptcy with respect to
        the Surety
        Provider;

       

          (g)               
        the Surety Provider fails to pay a demand for payment in
        accordance
        with the requirements of the Surety Bond;

       

          (h)               
        any Series 2006-1 Letter of Credit shall not be in full force
        and
        effect for at least two (2) Business Days and (x) either a Series 2006-1
        Enhancement Deficiency would result from excluding such Series 2006-1 Letter
        of
        Credit from the Series 2006-1 Enhancement Amount or (y) the Series 2006-1
        Liquidity Amount, excluding therefrom the available amount under such Series
        2006-1 Letter of Credit, would be less than the Series 2006-1 Required Liquidity
        Amount;

       

          (i)                 
        from and after the funding of the Series 2006-1 Cash Collateral
        Account, the Series 2006-1 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 2006-1 Enhancement Deficiency would result from excluding the Series
        2006-1 Available Cash Collateral Account Amount from the Series 2006-1
        Enhancement Amount or (y) the Series 2006-1 Liquidity Amount, excluding
        therefrom the Series 2006-1 Available Cash Collateral Amount, would be less
        than
        the Series 2006-1 Required Liquidity Amount; and

       

          (j)                
        an Event of Bankruptcy shall have occurred with respect to
        any
        Series 2006-1 Letter of Credit Provider or any Series 2006-1 Letter of Credit
        Provider repudi­ates its Series 2006-1 Letter of Credit or refuses to honor
        a proper draw thereon and either (x) a Series 2006-1 Enhancement Deficiency
        would result from excluding such Series 2006-1 Letter of Credit from the
        Series
        2006-1 Enhancement Amount or (y) the Series 2006-1 Liquidity Amount, excluding
        therefrom the available amount under such 

       

      
        
           

        

        
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      Series 2006-1 Letter of Credit,
        would be
        less than the Series 2006-1 Required Liquidity Amount.

       

      ARTICLE
        IV

RIGHT
        TO WAIVE PURCHASE
        RESTRICTIONS

       

          Notwithstanding
        any
        provision to the contrary in the Indenture or the Related Docu­ments, but
        subject in all respects to the Surety Provider’s rights under Section 6.11, upon
        the Trustee’s receipt of notice from any Lessee, any Borrower or CRCF  that
        the Les­sees, the Borrowers and CRCF have determined to in­crease any
        Series 2006-1 Maximum Amount, (such notice, a “Waiver Request”), each
        Series 2006-1 Note­holder may, at its option, waive any Series 2006-1
        Maximum Amount (collectively, a “Waivable Amount”) if (i) no Amortization
        Event exists, (ii) the Requisite 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.

          Upon
        receipt by the
        Trustee of a Waiver Request (a copy of which the Trustee shall promptly provide
        to the Rating Agencies), all amounts which would otherwise be allocated to
        the
        Series 2006-1 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
        2006-1 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 2006-1 Noteholders and the Surety Provider,
        which notice shall be accompanied by a form of consent (each a “Consent”)
        in the form of Exhibit B by which the Series 2006-1 Noteholders may,
        on or before the Consent Period Expiration Date, consent to waiver of the
        applicable Waivable Amount.  If the Trustee receives the consent of the
        Surety Provid­er and Consents from the Requisite Noteholders agreeing to
        waiver of the applicable Waivable Amount within forty-five (45) days after
        the
        Trustee notifies the Series 2006-1 Noteholders of a Waiver Request (the day
        on
        which such forty-five (45) day period expires, the “Consent Period Expiration
        Date”), (i) the applicable Waivable Amount shall be deemed waived by the
        consenting Series 2006-1 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 2006-1 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 Requisite 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 2006-1 Noteholders, if any, prorata
        up to the amount required to pay all Series 2006-1 Notes held by such
        non-consenting Series 2006-1 Noteholders in full; and

       

      
        
           

        

        
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              (ii)               
        any remaining Designated Amounts to the Series 2006-1 Excess Collection
        Account.

       

          If
        the amount 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 2006-1 Collection Account on
        a daily basis all Designated Amounts collected on such day.  On each
        fol­lowing Distribution Date, the Trustee will withdraw a portion of such
        Designated Amounts from the Series 2006-1 Collection Account and deposit
        the
        same in the Series 2006-1 Distribution Account for distribution as
        follows:

          (a)           
        to the non-consenting Series 2006-1 Noteholders, if any, prorata
        an amount equal to the Designated Amounts in the Series 2006-1 Collection
        Account as of the applicable Determination Date up to the aggregate outstanding
        principal balance of the Series 2006-1 Notes held by the non-consenting Series
        2006-1 Noteholders; and

          (b)           
        any remaining Designated Amounts to the Series 2006-1 Excess Collection
        Account.

          If
        the Requisite
        Noteholders or the Surety Provider do not timely consent to such waiver,
        the
        Desig­nated Amounts will be re-allocated to the Series 2006-1 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 2006-1 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 2006-1
        Noteholders.

      ARTICLE
        V

FORM
        OF SERIES 2006-1
        NOTES

       

          Section
        5.1 
Restricted Global Series 2006-1 Notes.  The Series 2006-1
        Notes to be issued in the United States will be issued in book-entry form
        and
        represented by one or more permanent global Notes in fully registered form
        without interest coupons (each, a “Restricted Global Series 2006-1
        Note”), substan­ti­ally in the form set forth in Exhibit A-1,
        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 2006-1
        Notes represented thereby, with the Trustee as custodian for DTC, and registered
        in the name of Cede as DTC’s nominee, duly executed by CRCF and authenticated by
        the Trustee in the manner set forth in Section 2.4 of the Base Indenture.

       

          Section
        5.2 
Temporary Global Series 2006-1 Notes; Permanent Global Series 2006-1
        Notes.  The Series 2006-1 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 

       

      
        
           

        

        
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      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 Global Series 2006-1
        Note”), substan­tially in the form set forth in Exhibit A-2,
        which shall be deposited on behalf of the purchasers of the Series 2006-1
        Notes
        represented thereby with a custodian for, and regis­tered in the name of a
        nominee of DTC, for the account of Euroclear Bank S.A./N.V., as operator
        of the
        Euroclear System (“Euroclear”) or for Clearstream Banking, société
anonyme (“Clearstream”), duly executed by CRCF and authenticated by the
        Trustee in the manner set forth in Section 2.4 of the Base Indenture. 
Interests in a Temporary Global Series 2006-1 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 Series
        2006-1 Note”), substantially in the form of Exhibit A-3, in
        accordance with the provisions of such Temporary Global Series 2006-1 Note
        and
        the Base Indenture (as modified by this Supplement).  Interests in a
        Permanent Global Series 2006-1 Note will be exchangeable for a definitive
        Series
        2006-1 Note in accordance with the provisions of such Permanent Global Series
        2006-1 Note and the Base Indenture (as modified by this Sup­plement).

      ARTICLE
        VI

GENERAL

          Section
        6.1 
Optional Repurchase.  The  Series 2006-1 Notes shall
        be subject to repurchase by CRCF at its option in accordance with Section
        6.3 of
        the Base Indenture on any Distribution Date after the Series 2006-1 Invested
        Amount is reduced to an amount less than or equal to 10% of the Series 2006-1
        Initial Invested Amount (the “Series 2006-1 Repurchase Amount”);
provided, however, that as a condition precedent to any such
        optional repurchase, on or prior to the Distribution Date on which any Series
        2006-1 Note is repurchased by CRCF pursuant to this Section 6.1, CRCF shall
        have
        paid the Surety 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 2006-1 Note shall equal the aggregate
        outstanding principal balance of such Series 2006-1 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
        6.2 
Information.  The Trustee shall provide to the Series
        2006-1 Noteholders, or their desig­nated agent, and the Surety Provider
        copies of all infor­mation furnished to the Trustee or CRCF pursuant to the
        Related Documents, as such information relates to the Series 2006-1 Notes
        or the
        Series 2006-1 Collateral.  In connection with any Preference Amount payable
        under the Surety Bond, the Trustee shall furnish to the Surety Provider its
        records evi­dencing the distributions of principal of and interest on the
        Series 2006-1 Notes that have been made and subsequently recovered from
        Series 2006-1 Noteholders and the dates on which such payments were
        made.

       

          Section
        6.3 
Exhibits.  The following exhibits attached hereto
        supplement the exhibits included in the Indenture.

       

      
        	
                Exhibit A-1:

              	
                Form of Restricted Global Series
                  2006-1
                  Note

              
	
                Exhibit A-2

              	
                Form of Temporary Global Series
                  2006-1
                  Note

              


      

       

       

      
        
           

        

        
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                Exhibit A-3

              	
                Form of Permanent Global Series
                  2006-1
                  Note

              
	
                Exhibit B:

              	
                Form of Consent

              
	
                Exhibit C:

              	
                Form of Series 2006-1 Demand
                  Note

              
	
                Exhibit D:

              	
                Form of Letter of Credit

              
	
                Exhibit E:

              	
                Form of Lease Payment Deficit
                  Notice

              
	
                Exhibit F:

              	
                Form of Demand Notice

              
	
                 

              


      

       

          Section
        6.4 
Ratification of Base Indenture.  As supplemented by this
        Supplement, the Base Indenture is in all respects ratified and confirmed
        and the
        Base Indenture as so supplemented by this Supplement shall be read, taken,
        and
        construed as one and the same instru­ment.

       

          Section
        6.5 
Counterparts.  This 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
        6.6 
Governing Law.  This 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
        6.7 
Amendments.  This Supplement may be modified or amended
        from time to time with the consent of the Surety Provider and in accordance
        with
        the terms of the Base Indenture; provided, however, that if,
        pur­suant to the terms of the Base Indenture or this Supplement, the consent
        of the Required Noteholders is required for an amendment or
        modifi­ca­tion of this Supplement, such requirement shall be satisfied
        if such amendment or modification is consented to by the Series 2006-1
        Noteholders representing more than 50% of the aggregate outstanding principal
        amount of the Series 2006-1 Notes. 

       

          Section
        6.8 
Discharge of Indenture.  Notwith­standing anything to
        the contrary contained in the Base Indenture, no discharge of the Indenture
        pursuant to Section 11.1(b) of the Base Indenture will be effective as to
        the
        Series 2006-1 Notes without the consent of the Required Noteholders and,
        to the
        extent there are any amounts due to a Series 2006-1 Interest Rate Swap
        Counterparty, each such Series 2006-1 Interest Rate Swap Counterparty.

       

          Section
        6.9 
Notice to Surety Provider, Rating Agencies and each Series 2006-1 Interest
        Rate Swap Counterparty.  The Trustee shall provide to the
        Surety Provider, each Rating Agency and each Series 2006-1 Interest Rate
        Swap
        Counterparty 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
        Supplement or any other Related Document.  Each such opinion of counsel
        shall be addressed to the Surety Provider and each Series 2006-1 Interest
        Rate
        Swap Counterparty, shall be from counsel reasonably acceptable to the Surety
        Provider and each Series 2006-1 Interest Rate Swap Counterparty and shall
        be in
        form and substance reasonably acceptable to the Surety Provider and each
        Series
        2006-1 Interest Rate Swap Counterparty.  All such notices, opinions,
        certificates or other items delivered to the Surety Provider shall be forwarded
        to MBIA Insurance Corporation, 113 King Street, Armonk, New York, 10504;
        Attention:  General Counsel; telephone: (914) 273-4545.

       

      
        
           

        

        
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          Section
        6.10 
Certain Rights of Surety Provider.  The Surety Provider
        shall be deemed to be an En­hancement Provider entitled to receive
        confirmation of the rating on the Series 2006-1 Notes (without regard to
        the
        Surety Bond) pursuant to the definition of “Rating Agency Confirmation
        Condition.”  In addition, the Surety Provider shall be deemed to be an
        Enhancement Provider entitled to exercise the consent rights described in
        clause
        (ii) of the definition of “Rating Agency Consent Condition.”

       

          Section
        6.11 
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 2006-1 Notes
        for
        the purposes of giving any and all consents, wai­vers (including, without
        limitation, pursuant to Article III (other than an Amortization Event described
        in clauses (f) and (g) thereof) Article IV and Section 6.7), approvals,
        instructions, directions, requests, declara­tions and/or notices pursuant to
        the Base Indenture and this Supplement.  Any reference in the Base
        Indenture or the Related Documents (including, without limitation, in Sections
        2.3, 8.14, 9.1, 9.2 or 12.1 of the Base Inden­ture) 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 2006-1 Notes, to refer to the rights or interests of the Surety
        Provider.  The Surety Provider shall consti­tute an “Enhancement
        Provider” with respect to the Series 2006-1 Notes for all purposes under the
        Indenture and the other Related Documents.  Furthermore, the Surety
        Provider shall be deemed to be a “Secured Party” under the Base Indenture and
        the Related Documents to the extent of amounts payable to the Surety Provider
        pursuant to this Supplement and the Insurance Agreement shall constitute
        an
“Enhancement Agreement” with respect to the Series 2006-1 Notes for all
        purposes under the Indenture and the Related Documents.  Moreover, wherever
        in the Related Documents money or other property is assigned, conveyed, granted
        or held for, a filing is made for, action is taken for or agreed to be taken
        for, or a representation or warranty is made for the benefit of the Noteholders,
        the Surety Provider shall be deemed to be the Noteholder with re­spect to
        100% of the Series 2006-1 Notes for such purposes.  

          

          Section
        6.12 
Capitalization of CRCF.  CRCF agrees that on the Series
        2006-1 Closing Date it will have capitalization in an amount equal to or
        greater
        than 3% of the sum of (x) the Series 2006-1 Invested Amount and (y) the invested
        amount of the Series 2000-2 Notes, the Series 2001-2 Notes, the Series 2002-1
        Notes, the Series 2002-2 Notes, the Series 2002-3 Notes, the Series 2003-1
        Notes, the Series 2003-2 Notes, the Series 2003-3 Notes, the Series 2003-4
        Notes, the Series 2003-5 Notes, the Series 2004-1 Notes, the Series 2004-2
        Notes, the Series 2004-4 Notes, the Series 2005-1 Notes, the Series 2005-2
        Notes, the Series 2005-3 Notes and the Series 2005-4 Notes.

       

          Section
        6.13 
[RESERVED]

       

          Section
        6.14 
Third Party Beneficiary.  The Surety Provider and each
        Series 2006-1 Interest Rate Swap Counterparty is an express third party
        beneficiary of (i) the Base Indenture to the extent of provisions relating
        to
        any Enhancement Provider and (ii) this Supplement.

       

          Section
        6.15 
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 2006-1 Notes, 

       

      
        
           

        

        
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      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 2006-1
        Notes (except those set forth in clauses (f) and (g) of Article III) or a
        Series 2006-1 Limited Liquidation Event of Default until after the Trustee
        has given prior written notice thereof to the Surety Provider and each Series
        2006-1 Interest Rate Swap Counterparty and ob­tained the direction of the
        Required Noteholders with respect to the Series 2006-1 Notes.  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 any Amortization
        Event or a Series 2006-1 Limited Liquidation Event of Default.

       

          Section
        6.16 
Effect of Payments by the Surety Provider.  Anything
        herein to the contrary notwithstanding, any distribution of principal of
        or
        interest on the Series 2006-1 Notes that is made with moneys received
        pursuant to the terms of the Surety Bond shall not (except for the purpose
        of
        calculating the Principal Deficit Amount) be considered payment of the
        Series 2006-1 Notes by CRCF.  The Trustee acknowledges that, without
        the need for any further action on the part of the Surety Provider, (i) to
        the extent the Surety Provider makes payments, directly or indirectly, on
        account of principal of or interest on the Series 2006-1 Notes to the
        Trustee for the benefit of the Series 2006-1 Noteholders or to the
        Series 2006-1 Noteholders (including any Preference Amounts as defined in
        the Surety Bond), the Surety Provider will be fully subrogated to the rights
        of
        such Series 2006-1 Noteholders to receive such princi­pal and interest
        and will be deemed to the extent of the payments so made to be a
        Series 2006-1 Noteholder and (ii) the Surety Provider shall be paid
        principal and interest in its capacity as a Series 2006-1 Noteholder until
        all such payments by the Surety Provider have been fully reimbursed, but
        only
        from the sources and in the manner provided herein for the distribution of
        such
        principal and interest and in each case only after the Series 2006-1
        Noteholders have received all payments of principal and interest due to them
        hereunder on the related Distribution Date.

       

          Section
        6.17 
Series 2006-1 Demand Notes.  Other than pursuant to a
        demand thereon pursuant to Section 2.5, CRCF shall not reduce the amount of
        the Series 2006-1 Demand Notes or forgive amounts payable thereunder so that
        the
        outstanding principal amount of the Series 2006-1 Demand Notes after such
        reduction or forgiveness is less than the Series 2006-1 Letter of Credit
        Liquidity Amount.  CRCF shall not agree to any amendment of the Series
        2006-1 Demand Notes without first satisfying the Rating Agency Confirmation
        Condition and the Rating Agency Consent Condition.

       

          Section
        6.18 
Subrogation.  In furtherance of and not in limitation of
        the Surety Provider’s equitable right of subrogation, each of the Trustee and
        CRCF 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
        2006-1 Notes, including any Preference Amount, as defined in the Surety Bond,
        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
        2006-1 Noteholders under the Indenture.  Each of CRCF and the Trustee agree
        to such subrogation and, further, agree to take such actions as the Surety
        Provider may reasonably request in writing to evidence such subrogation.

       

          Section
        6.19 
Termination of Supplement.  This Supplement shall cease
        to be of further effect when all outstanding Series 2006-1 Notes theretofore
        authenticated and issued have 

       

      
        
           

        

        
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      been delivered (other than destroyed, lost, or stolen Series 2006-1 Notes
        which have been replaced or paid) to the Trustee for cancellation, CRCF 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, the Series 2006-1 Interest Rate Swaps have been terminated
        and there are no amounts due and owing thereunder and, if the Series 2006-1
        Demand Note Payment Amount on the Series 2006-1 Letter of Credit Termination
        Date was greater than zero, all amounts have been withdrawn from the Series
        2006-1 Cash Collateral Account in accordance with Section 2.8(i).

       

          Section
        6.20 
Condition to Termination of CRCF’s Obligations. 
Notwithstanding anything to the contrary in Section 11.1
        of the Base Indenture,
        so long as this Supplement is in effect, CRCF may not terminate its obligations
        under the Indenture unless CRCF shall have delivered to the Surety Provider
        and
        each Series 2006-1 Interest Rate Swap Counterparty an Opinion of Counsel,
        in
        form and substance acceptable to the Surety Provider and each Series 2006-1
        Interest Rate Swap Counterparty, to the effect that, in the event of a
        bankruptcy proceeding under the Bankruptcy Code in respect of CRCF, the Lessor
        or any Lessee, the bankruptcy court would not avoid any amounts distributed
        to
        the Series 2006-1 Noteholders, the Surety Provider or any Series 2006-1 Interest
        Rate Swap Counterparty in connection with such termination.

       

          Section
        6.21 
Confidential Information. 
(a)  The Trustee and each Series 2006-1
        Note Owner agrees, by
        its acceptance and holding of a beneficial interest in a Series 2006-1 Note,
        to
        maintain the confidentiality of all Confidential Information in accordance
        with
        procedures adopted by the Trustee or such Series 2006-1 Note Owner in good
        faith
        to protect confidential information of third parties delivered to such Person;
        provided, that such Person may deliver or disclose Confidential
        Information to:  (i) such Person’s directors, trustees, officers,
        employees, agents, attorneys, independent or internal auditors and affiliates
        who agree to hold confidential the Confidential Information substantially
        in
        accordance with the terms of this Section 6.21; (ii) such Person’s financial
        advisors and other professional advisors who agree to hold confidential the
        Confidential Information substantially in accordance with the terms of this
        Section 6.21; (iii) any other Series 2006-1 Note Owner; (iv) any Person of
        the
        type that would be, to such Person’s knowledge, permitted to acquire an interest
        in the Series 2006-1 Notes in accordance with the requirements of the Indenture
        to which such Person sells or offers to sell any such Series 2006-1 Note
        or any
        part thereof and that agrees to hold confidential the Confidential Information
        substantially in accordance with this Section 6.21 (or in accordance with
        such
        other confidentiality procedures as are acceptable to CRCF); (v) any federal
        or
        state or other regulatory, governmental or judicial authority having
        jurisdiction over such Person; (vi) the National Association of Insurance
        Commissioners or any similar organiza­tion, or any nationally recognized
        rating agency that requires access to information about the investment portfolio
        of such Person, (vii) any reinsurers or liquidity or credit providers that
        agree
        to hold confidential the Confidential Information substantially in accordance
        with this Section 6.21 (or in accordance with such other confidentiality
        procedures as are acceptable to CRCF); (viii) any other Person with the consent
        of CRCF; or (ix) any other Person to which such delivery or disclosure may
        be
        necessary or appropriate (A) to effect compliance with any law, rule,
        regulation, statute or order applicable to such Person, (B) in response to
        any
        subpoena or other legal process upon prior notice to CRCF (unless prohibited
        by
        appli­cable law, rule, order or decree or other requirement having the force
        of law), (C) in connec­tion with any litigation to which such Person is a
        party 

       

      
        
           

        

        
          -54-

          
            

          

        

        
           

        

      

       

      upon prior notice to CRCF (unless prohi­bited by applicable law, rule,
        order or decree or other requirement having the force of law) or (D) if an
        Amortization Event with respect to the Series 2006-1 Notes has occurred and
        is
        continuing, to the extent such Person may reason­ably determine such
        delivery and disclosure to be necessary or appropriate in the enforcement
        or for
        the protection of the rights and remedies under the Series 2006-1 Notes,
        the
        Indenture or any other Related Document; and provided, further,
however, that delivery to any Series 2006-1 Note Owner of
        any report or
        information required by the terms of the Indenture to be provided to such
        Series
        2006-1 Note Owner shall not be a viola­tion of this Section 6.21.  Each
        Series 2006-1 Note Owner agrees, by acceptance of a beneficial interest in
        a
        Series 2006-1 Note, except as set forth in clauses (v), (vi) and (ix) above,
        that it shall use the Confidential Information for the sole purpose of making
        an
        investment in the Series 2006-1 Notes or administering its investment in
        the
        Series 2006-1 Notes.  In the event of any required disclosure of the
        Confidential Information by such Series 2006-1 Note Owner, such Series 2006-1
        Note Owner agrees to use reasonable efforts to protect the confiden­tiality
        of the Confidential Information.

       

          (b)        
        For the purposes of this Section 6.21, “Confidential Information” means
        information delivered to the Trustee or any Series 2006-1 Note Owner by or
        on
        behalf of CRCF in connection with and relating to the transactions contemplated
        by or otherwise pursuant to the Indenture and the Related Documents;
provided, that such term does not include information that:  (i) was
        publicly known or otherwise known to the Trustee or such Series 2006-1 Note
        Owner prior to the time of such disclosure; (ii) subsequently becomes publicly
        known through no act or omission by the Trustee, any Series 2006-1 Note Owner
        or
        any person acting on behalf of the Trustee or any Series 2006-1 Note Owner;
        (iii) otherwise is known or becomes known to the Trustee or any Series 2006-1
        Note Owner other than (x) through disclosure by CRCF or (y) as a result of
        the
        breach of a fiduciary duty to CRCF or a contractual duty to CRCF; or (iv)
        is
        allowed to be treated as non-confidential by consent of CRCF.

      
        
           

        

        
          -55-

          
            

          

        

        
           

        

      

          

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

    

    
      
        	
                 

              	
                 

              	
                 

              	
                CENDANT
                  RENTAL CAR FUNDING (AESOP)

                LLC

                 

              
	
                 

              	
                 

              	
                By:

              	
                /s/
                  Lori Gebron

              
	
                 

              	
                 

              	
                 

              	
                Title:
                  Vice
                  President

                 

              


      

       

    

     

    
      
         

      

      
        
        

        
          

        

      

      
         

      

    

    
 

    
      	
               

            	
               

            	
               

            	
              THE
                BANK OF NEW YORK, as Trustee

               

            
	
               

            	
               

            	
              By:

            	
              /s/
                John Bobko

            
	
               

            	
               

            	
               

            	
              Title:
                Vice
                President

               

            


    

     

     

    
      	
               

            	
               

            	
               

            	
              THE
                BANK OF NEW YORK, as Series 2006-1 Agent

               

            
	
               

            	
               

            	
              By:

            	
              /s/
                John Bobko

            
	
               

            	
               

            	
               

            	
              Title:
                Vice
                President