EX-10.46.A:



 






Exhibit 10.46(a)




CENDANT RENTAL CAR FUNDING (AESOP) LLC,

as Issuer




CENDANT CAR RENTAL GROUP, INC.,

as Administrator




JPMORGAN CHASE BANK, N.A.,

as Administrative Agent




CERTAIN CP CONDUIT PURCHASERS,




CERTAIN FUNDING AGENTS,




CERTAIN APA BANKS




and




THE BANK OF NEW YORK,

as Trustee and Series 2004-4 Agent




 






SERIES 2004-4 SUPPLEMENT

dated as of November 30, 2004




to




SECOND AMENDED AND RESTATED BASE INDENTURE

dated as of June 3, 2004




 






 









 





TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page
	ARTICLE I     DEFINITIONS	 	 	2	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE II     PURCHASE AND SALE OF SERIES 2004-4 NOTES;
INCREASES AND DECREASES 
                           OF SERIES 2004-4 INVESTED AMOUNT	 	 	24	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Section 2.1.
	 	Purchases of the Series 2004-4 Notes
	 	 	24	 
	 

	 	Section 2.2.
	 	Delivery
	 	 	25	 
	 

	 	Section 2.3.
	 	Procedure for Initial Issuance and for Increasing the Series 2004-4
Invested Amount
	 	 	25	 
	 

	 	Section 2.4.
	 	Sales by CP Conduit Purchasers of Series 2004-4 Notes to APA Banks
	 	 	27	 
	 

	 	Section 2.5.
	 	Procedure for Decreasing the Series 2004-4 Invested Amount; Optional
Termination
	 	 	27	 
	 

	 	Section 2.6.
	 	Increases and Reductions of the Commitments; Extensions of the
Commitments
	 	 	28	 
	 

	 	Section 2.7.
	 	Interest; Fees
	 	 	31	 
	 

	 	Section 2.8.
	 	Indemnification by CRCF
	 	 	33	 
	 

	 	Section 2.9.
	 	Funding Agents
	 	 	33	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE III     SERIES 2004-4 ALLOCATIONS	 	 	34	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Section 3.1.
	 	Establishment of Series 2004-4 Collection Account, Series 2004-4 Excess
Collection Account and Series 2004-4 Accrued Interest Account
	 	 	34	 
	 

	 	Section 3.2.
	 	Allocations with Respect to the Series 2004-4 Notes
	 	 	34	 
	 

	 	Section 3.3.
	 	Payments to Noteholders
	 	 	38	 
	 

	 	Section 3.4.
	 	Payment of Note Interest and Commitment Fees
	 	 	41	 
	 

	 	Section 3.5.
	 	Payment of Note Principal
	 	 	41	 
	 

	 	Section 3.6.
	 	Administrator’s Failure to Instruct the Trustee to Make a Deposit or
Payment
	 	 	46	 
	 

	 	Section 3.7.
	 	Series 2004-4 Reserve Account
	 	 	46	 
	 

	 	Section 3.8
	 	Series 2004-4 Letters of Credit and Series 2004-4 Cash Collateral
Account
	 	 	48	 
	 

	 	Section 3.9.
	 	Series 2004-4 Distribution Account
	 	 	53	 
	 

	 	Section 3.10.
	 	Series 2004-4 Demand Notes Constitute Additional Collateral for Series
2004-4 Notes
	 	 	54	 
	 

	 	Section 3.11.
	 	Series 2004-4 Interest Rate Caps
	 	 	54	 
	 

	 	Section 3.12.
	 	Payments to Funding Agents or Purchaser Groups
	 	 	55	 






(i)









 




TABLE OF
CONTENTS
(continued)


	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page
	ARTICLE IV     AMORTIZATION EVENTS	 	 	56	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE V     RIGHT TO WAIVE PURCHASE RESTRICTIONS	 	 	58	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE VI     CONDITIONS PRECEDENT	 	 	60	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE VII     CHANGE IN CIRCUMSTANCES	 	 	63	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Section 7.1.
	 	Increased Costs
	 	 	63	 
	 

	 	Section 7.2.
	 	Taxes
	 	 	64	 
	 

	 	Section 7.3.
	 	Break Funding Payments
	 	 	66	 
	 

	 	Section 7.4.
	 	Alternate Rate of Interest
	 	 	67	 
	 

	 	Section 7.5.
	 	Mitigation Obligations
	 	 	67	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE VIII     REPRESENTATIONS AND WARRANTIES, COVENANTS	 	 	68	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Section 8.1.
	 	Representations and Warranties of CRCF and the Administrator
	 	 	68	 
	 

	 	Section 8.2.
	 	Covenants of CRCF and the Administrator
	 	 	68	 
	 

	 	Section 8.3.
	 	CRCF’s Funding Obligations
	 	 	69	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE IX     THE ADMINISTRATIVE AGENT	 	 	69	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Section 9.1.
	 	Appointment
	 	 	69	 
	 

	 	Section 9.2.
	 	Delegation of Duties
	 	 	70	 
	 

	 	Section 9.3.
	 	Exculpatory Provisions
	 	 	70	 
	 

	 	Section 9.4.
	 	Reliance by Administrative Agent
	 	 	70	 
	 

	 	Section 9.5.
	 	Notice of Administrator Default or Amortization Event or Potential
Amortization Event
	 	 	71	 
	 

	 	Section 9.6.
	 	Non-Reliance on the Administrative Agent and Other Purchaser Groups
	 	 	71	 
	 

	 	Section 9.7.
	 	Indemnification
	 	 	72	 
	 

	 	Section 9.8.
	 	The Administrative Agent in Its Individual Capacity
	 	 	72	 
	 

	 	Section 9.9.
	 	Resignation of Administrative Agent; Successor Administrative Agent
	 	 	72	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE X     THE FUNDING AGENTS	 	 	73	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Section 10.1.
	 	Appointment
	 	 	73	 
	 

	 	Section 10.2.
	 	Delegation of Duties
	 	 	73	 
	 

	 	Section 10.3.
	 	Exculpatory Provisions
	 	 	73	 
	 

	 	Section 10.4.
	 	Reliance by Each Funding Agent
	 	 	74	 
	 

	 	Section 10.5.
	 	Notice of Administrator Default or Amortization Event or Potential
Amortization Event
	 	 	74	 
	 

	 	Section 10.6.
	 	Non-Reliance on Each Funding Agent and Other Purchaser Groups
	 	 	74	 
	 

	 	Section 10.7.
	 	Indemnification
	 	 	75	 






(ii)









 




TABLE OF
CONTENTS
(continued)



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page
	ARTICLE XI     GENERAL	 	 	75	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Section 11.1.
	 	Successors and Assigns
	 	 	75	 
	 

	 	Section 11.2.
	 	Securities Law
	 	 	78	 
	 

	 	Section 11.3.
	 	Adjustments; Set-off
	 	 	78	 
	 

	 	Section 11.4.
	 	No Bankruptcy Petition
	 	 	79	 
	 

	 	Section 11.5.
	 	Limited Recourse
	 	 	79	 
	 

	 	Section 11.6.
	 	Costs and Expenses
	 	 	80	 
	 

	 	Section 11.7.
	 	Exhibits
	 	 	80	 
	 

	 	Section 11.8.
	 	Ratification of Base Indenture
	 	 	81	 
	 

	 	Section 11.9.
	 	Counterparts
	 	 	81	 
	 

	 	Section 11.10.
	 	Governing Law
	 	 	81	 
	 

	 	Section 11.11.
	 	Amendments
	 	 	81	 
	 

	 	Section 11.12.
	 	Discharge of Indenture
	 	 	81	 
	 

	 	Section 11.13.
	 	Capitalization of CRCF
	 	 	81	 
	 

	 	Section 11.14.
	 	Series 2004-4 Required Non-Program Enhancement Percentage
	 	 	81	 
	 

	 	Section 11.15.
	 	Series 2004-4 Demand Notes
	 	 	81	 
	 

	 	Section 11.16.
	 	Termination of Supplement
	 	 	82	 
	 

	 	Section 11.17.
	 	Collateral Representations and Warranties of CRCF
	 	 	82	 
	 

	 	Section 11.18.
	 	No Waiver; Cumulative Remedies
	 	 	83	 
	 

	 	Section 11.19.
	 	Waiver of Setoff
	 	 	83	 
	 

	 	Section 11.20.
	 	Notices
	 	 	83	 
	 

	 	Section 11.21
	 	Confidential Information
	 	 	84	 







(iii)









 






          SERIES 2004-4 SUPPLEMENT, dated as of November 30, 2004 (this “Supplement”), among
CENDANT RENTAL CAR FUNDING (AESOP) LLC, a special purpose limited liability company established
under the laws of Delaware (“CRCF”), CENDANT CAR RENTAL GROUP, INC., a Delaware corporation
(“CCRG”), as administrator (in such capacity, the “Administrator”), JPMORGAN CHASE
BANK, N.A. (formerly known as JPMorgan Chase Bank) (“JPMorgan Chase”), in its capacity as
administrative agent for the CP Conduit Purchasers, the APA Banks and the Funding Agents (in such
capacity, the “Administrative Agent”), the several commercial paper conduits listed on
Schedule I and their respective permitted successors and assigns (the “CP Conduit
Purchasers” and each, individually, a “CP Conduit Purchaser”), the several banks set
forth opposite the name of each CP Conduit Purchaser on Schedule I and the other banks party hereto
pursuant to Section 11.1 (each an “APA Bank” with respect to such CP Conduit Purchaser),
the agent bank set forth opposite the name of each CP Conduit Purchaser on Schedule I and its
permitted successors and assigns (the “Funding Agent” with respect to such CP Conduit
Purchaser), THE BANK OF NEW YORK, a New York banking corporation, as trustee (together with its
successors in trust thereunder as provided in the Base Indenture referred to below, the
“Trustee”), and THE BANK OF NEW YORK, a New York banking corporation, as agent for the
benefit of the Series 2004-4 Noteholders (the “Series 2004-4 Agent”), 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 generally as Variable Funding Rental Car
Asset Backed Notes, Series 2004-4.




          The proceeds from the sale of the Series 2004-4 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 2004-4 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, Exhibit or
Schedule references herein shall refer to Articles, Sections, Subsections, Exhibits or Schedules 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 2004-4 Notes and not to any
other Series of Notes issued by CRCF.




          (b) The following words and phrases shall have the following meanings with respect to the
Series 2004-4 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:




          “Acquiring APA Bank” is defined in Section 11.1(c).




          “Acquiring Purchaser Group” is defined in Section 11.1(e).




          “Additional CP Conduit Purchaser” is defined in Section 2.6(e).




          “Additional Funding Agent” is defined in Section 2.6(e).




          “Adjusted LIBO Rate” means, with respect to each day during each Eurodollar Period,
pertaining to a portion of the Purchaser Group Invested Amount with respect to any Purchaser Group
allocated to a Eurodollar Tranche, an interest rate per annum (rounded upwards, if necessary, to
the nearest 1/16th of 1%) equal to the LIBO Rate for such Eurodollar Period multiplied
by the Statutory Reserve Rate.




          “Administrative Agent” is defined in the recitals hereto.




          “Administrator” is defined in the recitals hereto.




          “Affected Party” means any CP Conduit Purchaser and any Program Support Provider with
respect to such CP Conduit Purchaser.




          “Alternate Base Rate” means, for any day, a rate per annum equal to the greater of (a)
the Prime Rate in effect on such day and (b) the Federal Funds Effective Rate in effect on
such day plus 1/2 of 1%. Any change in the Alternate Base Rate due to a change in the Prime Rate or
the Federal Funds Effective Rate shall be effective from and including the effective day of such
change in the Prime Rate or the Federal Funds Effective Rate, respectively.




          “APA Bank” is defined in the recitals hereto.




2









 








          “APA Bank Funded Amount” means, with respect to any Purchaser Group for any day, the
excess, if any, of the Purchaser Group Invested Amount with respect to such Purchaser Group over
the CP Conduit Funded Amount for such day.




          “APA Bank Percentage” means, with respect to any APA Bank, the percentage set forth
opposite the name of such APA Bank on Schedule I.




          “Applicable Margin” is defined in the Fee Letter.




          “Article VII Costs” means any amounts due pursuant to Article VII.




          “Asset Purchase Agreement” means, with respect to any CP Conduit Purchaser, the asset
purchase agreement, liquidity agreement or other agreement among such CP Conduit Purchaser, the
Funding Agent with respect to such CP Conduit Purchaser and the APA Bank with respect to such CP
Conduit Purchaser, as amended, modified or supplemented from time to time.




          “Available APA Bank Funding Amount” means, with respect to any Purchaser Group for any
Business Day, the sum of (i) the portion of such Purchaser Group’s Commitment Percentage of the
Series 2004-4 Initial Invested Amount not to be funded by such Purchaser Group by issuing
Commercial Paper if such Business Day is the Series 2004-4 Closing Date, (ii) the portion of the
APA Bank Funded Amount with respect to such Purchaser Group not allocated to a Eurodollar Tranche
on such Business Day, (iii) the portion of the APA Bank Funded Amount with respect to such
Purchaser Group allocated to any Eurodollar Tranche the Eurodollar Period in respect of which
expires on such Business Day and (iv) the portion of such Purchaser Group’s Purchaser Group
Increase Amount for such Business Day not to be funded by such Purchaser Group by issuing
Commercial Paper.




          “Available CP Funding Amount” means, with respect to any Purchaser Group for any
Business Day, the sum of (i) the portion of such Purchaser Group’s Commitment Percentage of the
Series 2004-4 Initial Invested Amount to be funded by such Purchaser Group by issuing Commercial
Paper if such Business Day is the Series 2004-4 Closing Date, (ii) the portion of the CP Conduit
Funded Amount with respect to such Purchaser Group allocated to any CP Tranche, the CP Rate Period
in respect of which expires on such Business Day and (iii) the portion of such Purchaser Group’s
Purchaser Group Increase Amount for such Business Day to be funded by such Purchaser Group by
issuing Commercial Paper.




          “Bank Accounts” is defined in Section 11.17(f).




          “Benefitted Purchaser Group” is defined in Section 11.3(a).




          “Board” means the Board of Governors of the Federal Reserve System or any successor
thereto.




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




3









 








          “CCRG” is defined in the recitals hereto.




          “Cendant” means Cendant Corporation, a Delaware corporation.




          “Cendant Credit Agreement” means the Five Year Competitive Advance and Revolving
Credit Agreement, dated as of November 22, 2004 among Cendant, the Lenders referred to therein,
Bank of America, N.A., as syndication agent, The Bank of Nova Scotia, Barclay’s Bank PLC, Calyon
New York Branch and Citibank, N.A., as co-documentation agents, and JPMorgan Chase Bank, N.A., as
administrative agent, as in effect on the date hereof, as further amended, modified or supplemented
from time to time, and any successor or replacement Cendant facility.




          “Certificate of Lease Deficit Demand” means a certificate in the form of Annex
A to any Series 2004-4 Letter of Credit.




          “Certificate of Termination Date Demand” means a certificate in the form of Annex
D to any Series 2004-4 Letter of Credit.




          “Certificate of Termination Demand” means a certificate in the form of Annex C
to any Series 2004-4 Letter of Credit.




          “Certificate of Unpaid Demand Note Demand” means a certificate in the form of
Annex B to any Series 2004-4 Letter of Credit.




          “Change in Control” means (a) Cendant shall at any time cease to own or control,
directly or indirectly, greater than 50% of the Voting Stock of CCRG, ARAC or BRAC or (b) either
CRCF or AESOP Leasing is no longer indirectly wholly-owned by CCRG.




          “Change in Law” means (a) any law, rule or regulation or any change therein or in the
interpretation or application thereof (whether or not having the force of law), in each case,
adopted, issued or occurring after the Series 2004-4 Closing Date or (b) any request, guideline or
directive (whether or not having the force of law) from any government or political subdivision or
agency, authority, bureau, central bank, commission, department or instrumentality thereof, or any
court, tribunal, grand jury or arbitrator, or any accounting board or authority (whether or not
part of government) which is responsible for the establishment or interpretation of national or
international accounting principles, in each case, whether foreign or domestic (each an
“Official Body”) charged with the administration, interpretation or application thereof, or
the compliance with any request or directive of any Official Body (whether or not having the force
of law) made, issued or occurring after the Series 2004-4 Closing Date.




          “Claim” is defined in Section 2.8.




          “Commercial Paper” means, with respect to any CP Conduit Purchaser, the promissory
notes issued by, or for the benefit of, such CP Conduit Purchaser in the commercial paper market.




          “Commitment” means, with respect to the APA Banks included in any Purchaser Group, the
obligation of such APA Banks to purchase a Series 2004-4 Note on the Series 2004-4




4









 







Closing Date and, thereafter, to maintain and, subject to certain conditions, increase the
Purchaser Group Invested Amount with respect to such Purchaser Group, in each case, in an amount up
to the Maximum Purchaser Group Invested Amount with respect to such Purchaser Group.




          “Commitment Amount” means, with respect to the APA Banks included in any Purchaser
Group, an amount equal to 102% of the amount set forth opposite the name of the CP Conduit
Purchaser included in such Purchaser Group on Schedule I, as such amount may be increased or
reduced from time to time as provided in Section 2.6.




          “Commitment Fee” is defined in Section 2.7(e).




          “Commitment Fee Rate” is defined in the Fee Letter.




          “Commitment Percentage” means, on any date of determination, with respect to any
Purchaser Group, the ratio, expressed as a percentage, which such Purchaser Group’s Maximum
Purchaser Group Invested Amount bears to the Series 2004-4 Maximum Invested Amount on such date.




          “Company indemnified person” is defined in Section 2.8.




          “Conduit Assignee” means, with respect to any CP Conduit Purchaser, any commercial
paper conduit administered by the Funding Agent with respect to such CP Conduit Purchaser and
designated by such Funding Agent to accept an assignment from such CP Conduit Purchaser of the
Purchaser Group Invested Amount or a portion thereof with respect to such CP Conduit Purchaser
pursuant to Section 11.1(b).




          “Consent” is defined in Article V.




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




          “CP Conduit Funded Amount” means, with respect to any Purchaser Group for any day, the
portion of the Purchaser Group Invested Amount with respect to such Purchaser Group funded by such
Purchaser Group through the issuance of Commercial Paper outstanding on such day.




          “CP Conduit Purchaser” is defined in the recitals hereto.




          “CP Rate Period” means, with respect to any CP Tranche, a period of days not to exceed
270 days commencing on a Business Day selected in accordance with Section 2.7(b); provided
that (x) if a CP Rate Period would end on a day that is not a Business Day, such CP Rate Period
shall end on the next succeeding Business Day and (y) during the Series 2004-4 Amortization Period,
each CP Rate Period shall end on or prior to the next succeeding Distribution Date.




          “CP Tranche” means, with respect to a Match Funding CP Conduit Purchaser, a portion of
the CP Conduit Funded Amount with respect to such Match Funding CP Conduit




5









 







Purchaser for which the Monthly Funding Costs with respect to such Match Funding CP Conduit
Purchaser is calculated by reference to a particular Discount and a particular CP Rate Period.




          “CRCF” is defined in the recitals hereto.




          “Credit Agreement Event of Default” means any “Event of Default,” as such term is
defined in the Cendant Credit Agreement or any equivalent event which could result in an
acceleration of indebtedness thereunder.




          “Decrease” is defined in Section 2.5(a).




          “Demand Note Issuer” means each issuer of a Series 2004-4 Demand Note.




          “Demand Note Preference Payment Amount” means, as of any day, (i) the aggregate amount
of all proceeds of demands made on the Series 2004-4 Demand Notes pursuant to Section 3.5(c)(iii)
or 3.5(d)(ii) that were deposited into the Series 2004-4 Distribution Account and paid to the
Series 2004-4 Noteholders during the one-year period ending on such day; 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 during such one-year period, the Demand Note Preference
Payment Amount as of such day shall equal the Demand Note Preference Payment Amount as if it were
calculated as of the date of such occurrence minus (ii) the aggregate amount withdrawn from
the Series 2004-4 Reserve Account or the Series 2004-4 Cash Collateral Account and paid to a
Funding Agent pursuant to Section 3.7(e) on account of a Preference Amount.




          “Designated Amounts” is defined in Article V.




          “Disbursement” means any Lease Deficit Disbursement, any Unpaid Demand Note
Disbursement, any Termination Date Disbursement or any Termination Disbursement under a Series
2004-4 Letter of Credit, or any combination thereof, as the context may require.




          “Discount” means, (a) with respect to any Match Funding CP Conduit Purchaser, the
interest or discount component of the Commercial Paper issued by such Match Funding CP Conduit
Purchaser to fund or maintain the CP Conduit Funded Amount with respect to such Match Funding CP
Conduit Purchaser, including an amount equal to the portion of the face amount of the outstanding
Commercial Paper issued to fund or maintain the CP Conduit Funded Amount with respect to such CP
Conduit Purchaser that corresponds to the portion of the proceeds of such Commercial Paper that was
used to pay the interest or discount component of maturing Commercial Paper issued to fund or
maintain such CP Conduit Funded Amount, to the extent that such CP Conduit Purchaser has not
received payments of interest in respect of such interest component prior to the maturity date of
such maturing Commercial Paper, and including the portion of such interest or discount component
constituting dealer or placement agent commissions and (b) with respect to any Pooled Funding CP
Conduit Purchaser, the amount of interest or discount to accrue on or in respect of the Commercial
Paper issued by such Pooled Funding CP Conduit Purchaser allocated, in whole or in part, by the
Funding Agent with respect to such Pooled Funding CP Conduit Purchaser, to fund the purchase or
maintenance of the CP Conduit Funded Amount with respect to such Pooled Funding CP Conduit
Purchaser (including,




6









 







without limitation, any interest attributable to the commissions of placement agents and
dealers in respect of such Commercial Paper and any costs associated with funding small or odd-lot
amounts, to the extent that such commissions or costs are allocated, in whole or in part, to such
Commercial Paper by such Funding Agent).




          “Effective Date” is defined in Article VI.




          “Eligible Assignee” means a financial institution having short-term debt ratings of at
least “A-1” from Standard & Poor’s and “P-1” from Moody’s.




          “Eurodollar Period” means, with respect to any Eurodollar Tranche and any Purchaser
Group:





     (a) initially, the period commencing on the Series 2004-4 Closing Date, the Increase
Date or a conversion date, as the case may be, with respect to such Eurodollar Tranche and
ending on the next succeeding Distribution Date; and




     (b) thereafter, each period commencing on the last day of the immediately preceding
Eurodollar Period applicable to such Eurodollar Tranche and ending on the next succeeding
Distribution Date;



          “Eurodollar Tranche” means, with respect to any Purchaser Group, a portion of the APA
Bank Funded Amount with respect to such Purchaser Group allocated to a particular Eurodollar
Period and an Adjusted LIBO Rate determined by reference thereto.




          “Excess Collections” is defined in Section 3.3(e)(i).




          “Excluded Taxes” means, with respect to the Administrative Agent, any CP Conduit
Purchaser, any APA Bank, any Funding Agent, any Program Support Provider or any other recipient of
any payment to be made by or on account of any obligation of CRCF hereunder, (a) income or
franchise taxes imposed on (or measured by) its net income by the United States of America or by
any other Governmental Authority, in each case, as a result of a present or former connection
between the United States of America or the jurisdiction of such Governmental Authority imposing
such tax, as the case may be, and the Administrative Agent, such CP Conduit Purchaser, such APA
Bank, such Funding Agent, such Program Support Provider or any other such recipient (except a
connection arising solely from the Administrative Agent’s, such CP Conduit Purchaser’s, such APA
Bank’s, such Program Support Provider’s or such recipient’s having executed, delivered or
performed its obligations hereunder, receiving a payment hereunder or enforcing the Series 2004-4
Notes) and (b) any branch profits tax imposed by the United States of America or any similar tax
imposed by any other jurisdiction in which CRCF is located (except any such branch profits or
similar tax imposed as a result of a connection with the United States of America or other
jurisdiction as a result of a connection arising solely from the Administrative Agent’s, such CP
Conduit Purchaser’s, such APA Bank’s, such Program Support Provider’s or such recipient’s having
executed, delivered or performed its obligations hereunder, receiving a payment hereunder or
enforcing the Series 2004-4 Notes).




7









 








          “Expiry Date” means, with respect to any Purchaser Group, the earlier of (a) the
Scheduled Expiry Date with respect to such Purchaser Group and (b) the date on which an
Amortization Event with respect to the Series 2004-4 Notes shall have been declared or
automatically occurred.




          “Extending Purchaser Group” means a Purchaser Group other than a Non-Extending
Purchaser Group.




          “Federal Funds Effective Rate” means, for any day, the weighted average (rounded
upwards, if necessary, to the next 1/100 of 1%) of the rates on overnight federal funds
transactions with members of the Federal Reserve System arranged by federal funds brokers, as
published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such
rate is not so published for any day that is a Business Day, the average (rounded upwards, if
necessary, to the next 1/100 of 1%) of the quotations for such day of such transactions received
by the Administrative Agent from three federal funds brokers of recognized standing selected by
it.




          “Fee Letter” means the letter, dated the date hereof, from CRCF addressed to the
Administrative Agent and each of the CP Conduit Purchasers, the Funding Agents and the APA Banks
setting forth certain fees payable from time to time to each of the Purchaser Groups, as such
letter may be amended or replaced from time to time.




          “Floating Tranche” means, with respect to any Purchaser Group, the portion of the APA
Bank Funded Amount with respect to such Purchaser Group not allocated to a Eurodollar Tranche.




          “Funding Agent” is defined in the recitals hereto.




          “Increase” is defined in Section 2.3(a).




          “Increase Amount” is defined in Section 2.3(a).




          “Increase Date” is defined in Section 2.3(a).




          “Indemnified Taxes” means Taxes other than Excluded Taxes.




          “JPMorgan Chase” is defined in the recitals hereto.




          “Lease Deficit Disbursement” means an amount drawn under a Series 2004-4 Letter of
Credit pursuant to a Certificate of Lease Deficit Demand.




          “LIBO Rate” means, with respect to each day during each Eurodollar Period pertaining
to a Eurodollar Tranche, the rate appearing on Telerate Page 3750 of the Dow Jones Telerate Service
(or on any successor or substitute page of such service, providing rate quotations comparable to
those currently provided on such page of such service, as determined by the Administrative Agent
from time to time in accordance with its customary practices for purposes of providing quotations
of interest rates applicable to dollar deposits in the London interbank market) at approximately
11:00 a.m. (London time) on the second London Banking

8









 








Day prior to the commencement of such Eurodollar Period, as the rate for dollar deposits with
a maturity comparable to the Eurodollar Period applicable to such Eurodollar Tranche.




          “LOC Pro Rata Share” means, with respect to any Series 2004-4 Letter of Credit
Provider as of any date, the fraction (expressed as a percentage) obtained by dividing (A) the
available amount under such Series 2004-4 Letter of Credit Provider’s Series 2004-4 Letter of
Credit as of such date by (B) an amount equal to the aggregate available amount under all Series
2004-4 Letters of Credit as of such date; provided that only for purposes of calculating
the LOC Pro Rata Share with respect to any Series 2004-4 Letter of Credit Provider as of any date,
if such Series 2004-4 Letter of Credit Provider has not complied with its obligation to pay the
Trustee the amount of any draw under its Series 2004-4 Letter of Credit made prior to such date,
the available amount under such Series 2004-4 Letter of Credit Provider’s Series 2004-4 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 2004-4 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 2004-4
Letter of Credit).




          “London Banking Day” means any business day on which dealings in deposits in United
States dollars are transacted in the London interbank market.




          “Match Funding CP Conduit Purchaser” means each CP Conduit Purchaser that is
designated as such on Schedule I or that, after the Series 2004-4 Closing Date, notifies CRCF and
the Administrative Agent in accordance with Section 2.7(d) in writing that it is funding its CP
Conduit Funded Amount with Commercial Paper issued by it, or for its benefit, in specified CP
Tranches selected in accordance with Sections 2.7(b) and (c) and that, in each case, has not
subsequently notified CRCF and the Administrative Agent in writing that CRCF will no longer be
permitted to select CP Tranches in accordance with Sections 2.7(b) and (c) in respect of the CP
Conduit Funded Amount with respect to such CP Conduit Purchaser.




          “Maximum Purchaser Group Invested Amount” means, with respect to any Purchaser Group,
the amount set forth opposite the name of the CP Conduit Purchaser included in such Purchaser
Group on Schedule I, as such amount may be increased or reduced from time to time as provided in
Section 2.6. The Maximum Purchaser Group Invested Amount with respect to each Non-Extending
Purchaser Group shall be reduced to zero on the Scheduled Expiry Date with respect to such
Purchaser Group.




          “Monthly Funding Costs” means, with respect to each Series 2004-4 Interest Period and
any Purchaser Group, the sum of:





     (a) for each day during such Series 2004-4 Interest Period, (i) with respect to a Match
Funding CP Conduit Purchaser, the aggregate amount of Discount accruing on all outstanding
Commercial Paper issued by, or for the benefit of, such Match Funding CP Conduit Purchaser
to fund the CP Conduit Funded Amount with respect to such Match Funding CP Conduit Purchaser
on such day or (ii) with respect to a Pooled



9









 







Funding CP Conduit Purchaser, the aggregate amount of Discount accruing on or otherwise
in respect of the Commercial Paper issued by, or for the benefit of, such Pooled Funding CP
Conduit Purchaser allocated, in whole or in part, by the Funding Agent with respect to such
Pooled Funding CP Conduit Purchaser, to fund the purchase or maintenance of the CP Conduit
Funded Amount with respect to such Pooled Funding CP Conduit Purchaser; plus




     (b) for each day during such Series 2004-4 Interest Period, the sum of:




     (i) an amount equal to (A) the portion of the APA Bank Funded Amount with
respect to such Purchaser Group allocated to the Floating Tranche with respect to
such Purchaser Group on such day times (B) the Alternate Base Rate
plus the Applicable Margin, divided by (C) 365 (or 366, as the case
may be) and




     (ii) an amount equal to (A) the portion of the APA Bank Funded Amount with
respect to such Purchaser Group allocated to Eurodollar Tranches with respect to
such Purchaser Group on such day times (B) the weighted average Adjusted
LIBO Rate with respect to such Eurodollar Tranches plus the Applicable
Margin on such day in effect with respect thereto divided by (C) 360;
plus




     (c) for each day during such Series 2004-4 Interest Period, an amount equal to (A) the
CP Conduit Funded Amount with respect to such Purchaser Group on such day times (B)
the Program Fee Rate per annum divided by (C) 360.



          “Monthly Total Principal Allocation” means for any Related Month the sum of all Series
2004-4 Principal Allocations with respect to such Related Month.




          “Non-Extending Purchaser Group” means any Purchaser Group who shall not have agreed
to an extension of its Scheduled Expiry Date pursuant to Section 2.6(b).




          “Optional Termination Date” is defined in Section 2.5(b).




          “Optional Termination Notice” is defined in Section 2.5(b).




          “Other Taxes” means any and all current or future stamp or documentary taxes or
other excise or property taxes, charges or similar levies arising from any payment made under this
Supplement, the Base Indenture, or any Related Documents or from the execution, delivery or
enforcement of, or otherwise with respect to, this Supplement, the Base Indenture or any Related
Document.




          “Outstanding” means, with respect to the Series 2004-4 Notes, the Series 2004-4
Invested Amount shall not have been reduced to zero and all accrued interest and other amounts
owing on the Series 2004-4 Notes and to the Administrative Agent, the Funding Agents, the CP
Conduit Purchasers and the APA Banks hereunder shall not have been paid in full.




          “Participants” is defined in Section 11.1(d).




10









 








          “Past Due Rent Payment” is defined in Section 3.2(f).




          “Pooled Funding CP Conduit Purchaser” means each CP Conduit Purchaser that is not a
Match Funding CP Conduit Purchaser.




          “Preference Amount” means any amount previously distributed to a member or members of
a Purchaser Group on or relating to a Series 2004-4 Note that is recoverable or that has been
recovered as a voidable preference by the trustee in a bankruptcy proceeding of a Demand Note
Issuer pursuant to the Bankruptcy Code, in accordance with a final nonappealable order of a court
having competent jurisdiction.




          “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 2004-4 Demand Notes included in
the Series 2004-4 Demand Note Payment Amount as of the Series 2004-4 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 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 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 2004-4 Demand Note Payment
Amount as of the date of the conclusion or dismissal of such proceedings.




          “Prime Rate” means the rate of interest per annum publicly announced from time to time
by JPMorgan Chase as its prime rate in effect at its principal office in New York City. Each
change in the Prime Rate shall be effective from and including the date such change is publicly
announced as being effective.




          “Principal Deficit Amount” means, on any date of determination, the excess, if any, of
(i) the Series 2004-4 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 2004-4 AESOP I Operating Lease Loan Agreement Borrowing Base on such date.




          “Pro Rata Share” means, with respect to any Purchaser Group, on any date, the ratio,
expressed as a percentage, which the Purchaser Group Invested Amount with respect to such Purchaser
Group bears to the Series 2004-4 Invested Amount on such date.




          “Program Fee Rate” is defined in the Fee Letter.




          “Program Support Provider” means, with respect to any CP Conduit Purchaser, the APA
Bank with respect to such CP Conduit Purchaser and any other or additional Person now or hereafter
extending credit, or having a commitment to extend credit to or for the account of, or to make
purchases from, such CP Conduit Purchaser or issuing a letter of credit, surety

11









 








bond or other instrument to support any obligations arising under or in connection with such
CP Conduit Purchaser’s securitization program.




          “Purchase Effective Date” is defined in Section 2.6(d).




          “Purchaser Group” means, collectively, a CP Conduit Purchaser and the APA Banks with
respect to such CP Conduit Purchaser.




          “Purchaser Group Addition Date” is defined in Section 2.6(e).




          “Purchaser Group Increase Amount” means, with respect to any Purchaser Group, for any
Business Day, such Purchaser Group’s Commitment Percentage of the Increase Amount, if any, on such
Business Day.




          “Purchaser Group Invested Amount” means, with respect to any Purchaser Group, (a) when
used with respect to the Series 2004-4 Closing Date, such Purchaser Group’s Commitment Percentage
of the Series 2004-4 Initial Invested Amount and (b) when used with respect to any other date, an
amount equal to (i) the Purchaser Group Invested Amount with respect to such Purchaser Group on the
immediately preceding Business Day plus (ii) the Purchaser Group Increase Amount with
respect to such Purchaser Group on such date minus (iii) the amount of principal payments
made to such Purchaser Group pursuant to Section 3.5(f) on such date plus (iv) the amount
of principal payments recovered from such Purchaser Group by a trustee as a preference payment in a
bankruptcy proceeding of a Demand Note Issuer or otherwise.




          “Purchaser Group Supplement” is defined in Section 11.1(e).




          “Qualified Interest Rate Cap Counterparty” means a bank or other financial
institution, which has, or has all of its obligations under its Series 2004-4 Interest Rate Cap
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 or financial institution does
not have a short-term senior, unsecured debt rating, 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 or financial institution does not have a short-term
senior, unsecured debt rating, a long-term senior, unsecured debt, deposit, claims paying or credit
(as the case may be) rating of at least “Aa3”, in each case, from Moody’s.




          “Record Date” means, with respect to each Distribution Date, the immediately preceding
Business Day.




          “Related Additional APA Banks” is defined in Section 2.6(e).




          “Related Purchaser Group” means, with respect to any Funding Agent, the CP Conduit
Purchaser identified next to such Funding Agent on Schedule I and each APA Bank identified on
Schedule I next to such CP Conduit Purchaser.




12









 








          “Requisite Noteholders” means Purchaser Groups having Commitment Percentages
aggregating more than 50%.




          “Scheduled Expiry Date” means, with respect to any Purchaser Group, the earlier of (i)
November 29, 2007, as such date may be extended in accordance with Section 2.6(b), and (ii) if a
Credit Agreement Event of Default has occurred and as a result of such Credit Agreement Event of
Default, any or all debt outstanding under the Cendant Credit Agreement has been accelerated, the
earlier of (x) the Series 2002-2 Scheduled Expiry Date and (y) the date 364 days after such
acceleration.




          “Series 1998-1 Notes” means the Series of Notes designated as the Series 1998-1 Notes.




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




          “Series 2000-4 Notes” means the Series of Notes designated as the Series 2000-4 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 2002-2 Scheduled Expiry Date” means, the later of (a) November 29, 2005 and
(b) the last day of any extension thereof made in accordance with Section 2.6(b) of the Series
2002-2 Supplement.




          “Series 2002-2 Supplement” means the Amended and Restated Series 2002-2 Supplement to
the Base Indenture, dated as of November 22, 2002, as amended to date, and as further amended,
modified or supplemented from time to time, among CRCF, as Issuer, CCRG, as Administrator, JPMorgan
Chase Bank, N.A. (formerly known as JPMorgan Chase Bank), as Administrative Agent, the CP Conduit
Purchasers, the APA Banks and the Funding Agents named therein, and The Bank of New York, as
Trustee and as Series 2002-2 Agent.




          “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.




13









 








          “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 2004-3 Notes” means the Series of Notes designated as the Series 2004-3 Notes.




          “Series 2004-4 Accrued Interest Account” is defined in Section 3.1(b).




          “Series 2004-4 AESOP I Operating Lease Loan Agreement Borrowing Base” means, as of any
date of determination, the product of (a) the Series 2004-4 AESOP I Operating Lease Vehicle
Percentage as of such date and (b) the AESOP I Operating Lease Loan Agreement Borrowing Base as of
such date.




          “Series 2004-4 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 2004-4 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 2004-4 Agent” is defined in the recitals hereto.




          “Series 2004-4 Amortization Period” means the period beginning at the earliest to
occur of (a) the close of business on the Business Day immediately preceding the date on which the
Expiry Date with respect to each Purchaser Group shall have occurred, (b) the close of business on
the Optional Termination Date and (c) the close of business on the Business Day immediately
preceding the day on which an Amortization Event is deemed to have occurred or been declared with
respect to the Series 2004-4 Notes and ending upon the earlier to occur of (i) the date on which
the Series 2004-4 Notes are fully paid and (ii) the termination of the Indenture.




          “Series 2004-4 Available Cash Collateral Account Amount” means, as of any date of
determination, the amount on deposit in the Series 2004-4 Cash Collateral Account (after giving
effect to any deposits thereto and withdrawals and releases therefrom on such date).




          “Series-2004-4 Available Reserve Account Amount” means, as of any date of
determination, the amount on deposit in the Series 2004-4 Reserve Account (after giving effect to
any deposits thereto and withdrawals and releases therefrom on such date).




14









 








          “Series 2004-4 Cash Collateral Account” is defined in Section 3.8(e).




          “Series 2004-4 Cash Collateral Account Collateral” is defined in Section 3.8(a).




          “Series 2004-4 Cash Collateral Account Surplus” means, with respect to any
Distribution Date, the lesser of (a) the Series 2004-4 Available Cash Collateral Account Amount and
(b) the lesser of (A) the excess, if any, of the Series 2004-4 Liquidity Amount (after giving
effect to any withdrawal from the Series 2004-4 Reserve Account on such Distribution Date)
over the Series 2004-4 Required Liquidity Amount on such Distribution Date and (B) the
excess, if any, of the Series 2004-4 Enhancement Amount (after giving effect to any withdrawal from
the Series 2004-4 Reserve Account on such Distribution Date) over the Series 2004-4 Required
Enhancement Amount on such Distribution Date; provided, however, that, on any date
after the Series 2004-4 Letter of Credit Termination Date, the Series 2004-4 Cash Collateral
Account Surplus shall mean the excess, if any, of (x) the Series 2004-4 Available Cash Collateral
Account Amount over (y) the Series 2004-4 Demand Note Payment Amount minus the
Pre-Preference Period Demand Note Payments as of such date.




          “Series 2004-4 Cash Collateral Percentage” means, as of any date of determination, the
percentage equivalent of a fraction, the numerator of which is the Series 2004-4 Available Cash
Collateral Amount as of such date and the denominator of which is the Series 2004-4 Letter of
Credit Liquidity Amount as of such date.




          “Series 2004-4 Closing Date” is defined in Section 2.1(a).




          “Series 2004-4 Collateral” means the Collateral, each Series 2004-4 Letter of Credit,
each Series 2004-4 Demand Note, the Series 2004-4 Interest Rate Cap Collateral, the Series 2004-4
Distribution Account Collateral, the Series 2004-4 Cash Collateral Account Collateral and the
Series 2004-4 Reserve Account Collateral.




          “Series 2004-4 Collection Account” is defined in Section 3.1(b).




          “Series 2004-4 Demand Note” means each demand note made by a Demand Note Issuer,
substantially in the form of Exhibit D to this Supplement, as amended, modified or restated
from time to time.




          “Series 2004-4 Demand Note Payment Amount” means, as of the Series 2004-4 Letter of
Credit Termination Date, the aggregate amount of all proceeds of demands made on the Series 2004-4
Demand Notes pursuant to Section 3.5(c)(iii) or 3.5(d)(ii) that were deposited into the Series
2004-4 Distribution Account and paid to the Series 2004-4 Noteholders during the one-year period
ending on the Series 2004-4 Letter of Credit Termination Date; provided, however,
that if an Event of Bankruptcy (or the occurrence of an event described in clause (a) of the
definition thereof, without the lapse of a period of 60 consecutive days) with respect to a Demand
Note Issuer shall have occurred during such one-year period, the Series 2004-4 Demand Note Payment
Amount as of the Series 2004-4 Letter of Credit Termination Date shall equal the Series 2004-4
Demand Note Payment Amount as if it were calculated as of the date of such occurrence.




          “Series 2004-4 Deposit Date” is defined in Section 3.2.




15









 








          “Series 2004-4 Distribution Account” is defined in Section 3.9(a).




          “Series 2004-4 Distribution Account Collateral” is defined in Section 3.9(d).




          “Series 2004-4 Eligible Letter of Credit Provider” means a person satisfactory to CCRG
and the Demand Note Issuers and having, at the time of the issuance of the related Series 2004-4
Letter of Credit, a long-term senior unsecured debt, deposit, claims paying or credit (as the case
may be) rating of at least “A” from Standard & Poor’s and a short-term senior unsecured debt,
deposit, claims paying or credit (as the case may be) rating of at least “A-1” from Standard &
Poor’s and a long-term senior unsecured debt, deposit, claims paying or credit (as the case may be)
rating of at least “A1” from Moody’s and a short-term senior unsecured debt, deposit, claims paying
or credit (as the case may be) rating of “P-1” from Moody’s that is a commercial bank having total
assets in excess of $500,000,000; provided that if a person is not a Series 2004-4 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 2004-4 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 2004-4 Letter of Credit Provider.




          “Series 2004-4 Enhancement” means the Series 2004-4 Cash Collateral Account
Collateral, the Series 2004-4 Letters of Credit, the Series 2004-4 Demand Notes, the Series 2004-4
Overcollateralization Amount and the Series 2004-4 Reserve Account Amount.




          “Series 2004-4 Enhancement Amount” means, as of any date of determination, the sum of
(i) the Series 2004-4 Overcollateralization Amount as of such date, (ii) the Series 2004-4 Letter
of Credit Amount as of such date, (iii) the Series 2004-4 Available Reserve Account Amount as of
such date and (iv) the amount of cash and Permitted Investments on deposit in the Series 2004-4
Collection Account (not including amounts allocable to the Series 2004-4 Accrued Interest Account)
and the Series 2004-4 Excess Collection Account as of such date.




          “Series 2004-4 Enhancement Deficiency” means, on any date of determination, the amount
by which the Series 2004-4 Enhancement Amount is less than the Series 2004-4 Required Enhancement
Amount as of such date.




          “Series 2004-4 Excess Collection Account” is defined in Section 3.1(b).




          “Series 2004-4 Expected Final Distribution Date” means the Distribution Date falling
in the seventh calendar month after the calendar month in which the Series 2004-4 Revolving Period
ends.




          “Series 2004-4 Initial Invested Amount” is defined in Section 2.3(a).




          “Series 2004-4 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 2004-4 Interest Period shall
commence on and include the Series 2004-4 Closing Date and end on and include December 19, 2004.




          “Series 2004-4 Interest Rate Cap” is defined in Section 3.11(a).




16









 








          “Series 2004-4 Interest Rate Cap Collateral” is defined in Section 3.11(c).




          “Series 2004-4 Interest Rate Cap Counterparty” means CRCF’s counterparty under a
Series 2004-4 Interest Rate Cap.




          “Series 2004-4 Interest Rate Cap Proceeds” means the amounts, if any, received by the
Trustee from a Series 2004-4 Interest Rate Cap Counterparty in respect of a Series 2004-4 Interest
Rate Cap (including amounts received from a guarantor or from collateral).




          “Series 2004-4 Invested Amount” means, on any date of determination, the sum of the
Purchaser Group Invested Amounts with respect to each of the Purchaser Groups on such date.




          “Series 2004-4 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 2004-4 Invested Amount and the Series 2004-4 Overcollateralization
Amount, determined during the Series 2004-4 Revolving Period as of the end of the
immediately preceding Business Day, or, during the Series 2004-4 Amortization Period, as of
the end of the Series 2004-4 Revolving Period, and the denominator of which shall be the
greater as of the end of the immediately preceding Business Day of (I) the Aggregate Asset
Amount and (II) 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 2004-4 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 2004-4 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 3.2(a), (b) or (c) would have been allocated to the Series 2004-4 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
3.2(a), (b) or (c) have been allocated to the Series 2004-4 Accrued Interest Account (excluding any
amounts paid into the Series 2004-4 Accrued Interest Account pursuant to the proviso in Sections
3.2(b)(ii) and 3.2(c)(ii)) from and excluding the preceding Distribution Date to and including such
Distribution Date.




          “Series 2004-4 Lease Payment Deficit” means either a Series 2004-4 Lease Interest
Payment Deficit or a Series 2004-4 Lease Principal Payment Deficit.




17









 








          “Series 2004-4 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
2004-4 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 3.5(c) on account of such Series 2004-4 Lease Principal Payment Deficit.




          “Series 2004-4 Lease Principal Payment Deficit” means, on any Distribution Date, the
sum of (a) the Series 2004-4 Monthly Lease Principal Payment Deficit for such Distribution Date and
(b) the Series 2004-4 Lease Principal Payment Carryover Deficit for such Distribution Date.




          “Series 2004-4 Letter of Credit” means an irrevocable letter of credit, if any,
substantially in the form of Exhibit E to this Supplement, issued by a Series 2004-4
Eligible Letter of Credit Provider in favor of the Trustee for the benefit of the Series 2004-4
Noteholders.




          “Series 2004-4 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 each
Series 2004-4 Letter of Credit, as specified therein, and (ii) if the Series 2004-4 Cash Collateral
Account has been established and funded pursuant to Section 3.8, the Series 2004-4 Available Cash
Collateral Account Amount on such date and (b) the aggregate outstanding principal amount of the
Series 2004-4 Demand Notes on such date.




          “Series 2004-4 Letter of Credit Expiration Date” means, with respect to any Series
2004-4 Letter of Credit, the expiration date set forth in such Series 2004-4 Letter of Credit, as
such date may be extended in accordance with the terms of such Series 2004-4 Letter of Credit.




          “Series 2004-4 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 2004-4 Letter of Credit, as specified therein, and (b) if the Series 2004-4 Cash Collateral
Account has been established and funded pursuant to Section 3.8, the Series 2004-4 Available Cash
Collateral Account Amount on such date.




          “Series 2004-4 Letter of Credit Provider” means the issuer of a Series 2004-4 Letter
of Credit.




          “Series 2004-4 Letter of Credit Termination Date” means the first to occur of (a) the
date on which the Series 2004-4 Notes are fully paid and (b) the Series 2004-4 Termination Date.




          “Series 2004-4 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 (h) or
clause (k) of Article IV; provided, however, that any event or condition of the
type specified in clauses (a) through (h) or clause (k) of Article IV shall not constitute a Series
2004-4 Limited Liquidation Event of Default if (i) within such thirty (30) day period, such
Amortization Event shall have been cured and, after such cure of such Amortization Event is
provided for, the Trustee shall have received (x) written confirmation from Moody’s that the Series
2004-4 Notes continue to be rated at least “Aa2”and (y) written confirmation from Standard & Poor’s
that the

18









 








Series 2004-4 Notes continue to be rated at least “A-” or (ii) the Trustee shall have received
the written consent of each of the Series 2004-4 Noteholders waiving the occurrence of such Series
2004-4 Limited Liquidation Event of Default.




          “Series 2004-4 Liquidity Amount” means, as of any date of determination, the sum of
(a) the Series 2004-4 Letter of Credit Liquidity Amount on such date and (b) the Series 2004-4
Available Reserve Account Amount on such date.




          “Series 2004-4 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 15% of the aggregate Net Book Value of all Vehicles leased under the Leases on such day.




          “Series 2004-4 Maximum Amount” means any of the Series 2004-4 Maximum Manufacturer
Amounts, the Series 2004-4 Maximum Non-Eligible Manufacturer Amount, the Series 2004-4 Maximum
Non-Program Vehicle Amount or the Series 2004-4 Maximum Specified States Amount.




          “Series 2004-4 Maximum Individual Kia/Isuzu/Subaru/Hyundai/Suzuki Amount” means, as of
any day, with respect to Kia, Isuzu, Subaru, Hyundai or Suzuki, individually, an amount equal to 5%
of the aggregate Net Book Value of all Vehicles leased under the Leases on such day.




          “Series 2004-4 Maximum Invested Amount” means, on any date of determination, the sum
of the Maximum Purchaser Group Invested Amounts with respect to each of the Purchaser Groups on
such date. The Series 2004-4 Maximum Invested Amount shall be reduced by the Maximum Purchaser
Group Invested Amount of each Non-Extending Purchaser Group on the Scheduled Expiry Date with
respect to such Purchaser Group.




          “Series 2004-4 Maximum Manufacturer Amount” means, as of any day, any of the Series
2004-4 Maximum Mitsubishi Amount, the Series 2004-4 Maximum Nissan Amount, the Series 2004-4
Maximum Individual Kia/Isuzu/Subaru/Hyundai/Suzuki Amount or the Series 2004-4 Maximum Aggregate
Kia/Isuzu/Subaru/Hyundai/Suzuki Amount.




          “Series 2004-4 Maximum Mitsubishi Amount” means, as of any day, an amount equal to 5%
of the aggregate Net Book Value of all Vehicles leased under the Leases on such day.




          “Series 2004-4 Maximum Nissan Amount” means, as of any day, an amount equal to 5% of
the aggregate Net Book Value of all Vehicles leased under the Leases on such day.




          “Series 2004-4 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.




19









 








          “Series 2004-4 Maximum Non-Program Vehicle Amount” means, as of any day, an amount
equal to 25% of the aggregate Net Book Value of all Vehicles leased under the Leases on such day.




          “Series 2004-4 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 2004-4 Monthly Interest” means, with respect to any Series 2004-4 Interest
Period, an amount equal to the product of (a) the average daily Series 2004-4 Invested Amount
during such Series 2004-4 Interest Period, (b) the Series 2004-4 Note Rate for such Series 2004-4
Interest Period and (c) the number of days in such Series 2004-4 Interest Rate Period divided by
360.




          “Series 2004-4 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 3.2(a), (b) or (c) would have been allocated to the Series 2004-4
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 3.2(a), (b) or (c) have
been allocated to the Series 2004-4 Collection Account (without giving effect to any amounts paid
into the Series 2004-4 Accrued Interest Account pursuant to the proviso in Sections 3.2(b)(ii)
and/or 3.2(c)(ii)) from and excluding the preceding Distribution Date to and including such
Distribution Date.




          “Series 2004-4 Non-Program Vehicle Percentage” means, as of any date of determination,
the higher of (a) a fraction, expressed as a percentage, the numerator of which is the aggregate
Net Book Value of all Non-Program Vehicles leased under the AESOP I Operating Lease on such date
and the denominator of which is the aggregate Net Book Value of all Vehicles leased under the AESOP
I Operating Lease on such date and (b) a fraction, expressed as a percentage, the numerator of
which is the aggregate Net Book Value of all Non-Program Vehicles leased under the Leases on such
date and the denominator of which is the aggregate Net Book Value of all Vehicles leased under the
Leases on such date.




          “Series 2004-4 Note” means any one of the Series 2004-4 Variable Funding Rental Car
Asset Backed Notes, executed by CRCF authenticated and delivered by or on behalf of the Trustee,
substantially in the form of Exhibit A.




          “Series 2004-4 Note Rate” means for any Series 2004-4 Interest Period, the interest
rate equal to the product of (a) the percentage equivalent of a fraction, the numerator of which is
equal to the sum of the Monthly Funding Costs with respect to each Purchaser Group for such Series
2004-4 Interest Period and the denominator of which is equal to the average daily Series 2004-4
Invested Amount during such Series 2004-4 Interest Period and (b) a fraction, the numerator of
which is 360 and the denominator of which is the number of days in such Series 2004-4 Interest
Period; provided, however, that the Series 2004-4 Note Rate will in no event be
higher than the maximum rate permitted by applicable law.




20









 








          “Series 2004-4 Noteholder” means a Person in whose name a Series 2004-4 Note is
registered in the Note Register.




          “Series 2004-4 Overcollateralization Amount” means (i) as of any date on which no
AESOP I Operating Lease Vehicle Deficiency exists, the Series 2004-4 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 2004-4 AESOP I Operating Lease Loan
Agreement Borrowing Base as of such date over (y) the Series 2004-4 Invested Amount as of
such date.




          “Series 2004-4 Past Due Rent Payment” is defined in Section 3.2(f).




          “Series 2004-4 Percentage” means, as of any date of determination, a fraction,
expressed as a percentage, the numerator of which is the Series 2004-4 Invested Amount as of such
date and the denominator of which is the sum of the Invested Amount of each Series of Notes
outstanding as of such date.




          “Series 2004-4 Principal Allocation” is defined in Section 3.2(a)(ii).




          “Series 2004-4 Program Vehicle Percentage” means, as of any date of determination,
100% minus the Series 2004-4 Non-Program Vehicle Percentage as of such date.




          “Series 2004-4 Reimbursement Agreement” means any and each agreement providing for the
reimbursement of a Series 2004-4 Letter of Credit Provider for draws under its Series 2004-4
Letter of Credit as the same may be amended, supplemented, restated or otherwise modified from time
to time.




          “Series 2004-4 Required AESOP I Operating Lease Vehicle Amount” means, as of any date
of determination, the sum of the Series 2004-4 Required Overcollateralization Amount and the Series
2004-4 Invested Amount as of such date.




          “Series 2004-4 Required Enhancement Amount” means, as of any date of determination,
the sum of (i) the product of the Series 2004-4 Required Enhancement Percentage as of such date and
the Series 2004-4 Invested Amount as of such date, (ii) the Series 2004-4 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 2004-4 Maximum Non-Program Vehicle
Amount as of such date, (iii) the Series 2004-4 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
2004-4 Maximum Mitsubishi Amount as of such date, (iv) the Series 2004-4 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,
individually, and leased under the Leases as of such date over the Series 2004-4 Maximum Individual
Kia/Isuzu/Subaru/ Hyundai/Suzuki Amount as of such date, (v) the Series 2004-4 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 2004-4

21









 








Maximum Aggregate Kia/Isuzu/Subaru/Hyundai/Suzuki Amount as of such date, (vi) the Series
2004-4 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 2004-4 Maximum
Specified States Amount as of such date, (vii) the Series 2004-4 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 2004-4 Maximum Non-Eligible Manufacturer Amount
as of such date and (viii) at any time that the long-term senior unsecured debt rating of Nissan is
“BBB-” or above from Standard & Poor’s and “Baa3” or above from Moody’s, 0 and in all other cases
the Series 2004-4 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
Nissan and leased under the Leases as of such date over the Series 2004-4 Maximum Nissan Amount as
of such date.




          “Series 2004-4 Required Enhancement Percentage” means, as of any date of
determination, the sum of (i) the product of (A) 22.25% and (B) the Series 2004-4 Program Vehicle
Percentage as of the immediately preceding Business Day and (ii) the product of (A) the Series
2004-4 Required Non-Program Enhancement Percentage as of such date and (B) the Series 2004-4
Non-Program Vehicle Percentage as of the immediately preceding Business Day.




          “Series 2004-4 Required Liquidity Amount” means, with respect to any Distribution
Date, an amount equal to 3.5% of the Series 2004-4 Invested Amount on such Distribution Date (after
giving effect to any payments of principal to be made on the Series 2004-4 Notes on such
Distribution Date).




          “Series 2004-4 Required Non-Program Enhancement Percentage” means, as of any date of
determination, the greater of (a) 22.25% and (b) the sum of (i) 22.25% 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 2004-4 Required Overcollateralization Amount” means, as of any date of
determination, the excess, if any, of the Series 2004-4 Required Enhancement Amount over the sum of
(i) the Series 2004-4 Letter of Credit Amount as of such date, (ii) the Series 2004-4 Available
Reserve Account Amount on such date and (iii) the amount of cash and Permitted Investments on
deposit in the Series 2004-4 Collection Account (not including amounts allocable to the Series
2004-4 Accrued Interest Account) and the Series 2004-4 Excess Collection Account on such date.




          “Series 2004-4 Required Reserve Account Amount” means, with respect to any
Distribution Date, an amount equal to the sum of (a) the greater of (i) the excess, if any, of the
Series 2004-4 Required Liquidity Amount on such Distribution Date over the Series 2004-4 Letter of
Credit Liquidity Amount on such Distribution Date (after giving effect to any payments of principal
to be made on the Series 2004-4 Notes on such Distribution Date) and (ii) the excess, if any, of
the Series 2004-4 Required Enhancement Amount over the Series 2004-4 Enhancement

22









 








Amount (excluding therefrom the Series 2004-4 Available Reserve Account Amount and calculated
after giving effect to any payments of principal to be made on the Series 2004-4 Notes) on such
Distribution Date and (b) the Demand Note Preference Payment Amount.




          “Series 2004-4 Reserve Account” is defined in Section 3.7(a).




          “Series 2004-4 Reserve Account Collateral” is defined in Section 3.7(d).




          “Series 2004-4 Reserve Account Surplus” means, with respect to any Distribution Date,
the excess, if any, of the Series 2004-4 Available Reserve Account Amount over the Series 2004-4
Required Reserve Account Amount on such Distribution Date.




          “Series 2004-4 Revolving Period” means the period from and including, the Series
2004-4 Closing Date to the commencement of the Series 2004-4 Amortization Period.




          “Series 2004-4 Shortfall” is defined in Section 3.3(f).




          “Series 2004-4 Termination Date” means the Distribution Date falling in the nineteenth
calendar month after the calendar month in which the Series 2004-4 Revolving Period ends.




          “Series 2004-4 Unpaid Demand Amount” means, with respect to any single draw pursuant
to Section 3.5(c) or (d) on the Series 2004-4 Letters of Credit, the aggregate amount drawn by the
Trustee on all Series 2004-4 Letters of Credit.




          “Statutory Reserve Rate” means a fraction (expressed as a decimal), the numerator of
which is the number one and the denominator of which is the number one minus the aggregate of the
maximum reserve percentages (including any marginal, special, emergency or supplemental reserves)
expressed as a decimal (rounded up to the nearest 1/100th of 1%) established by the Board with
respect to the Adjusted LIBO Rate, for eurocurrency funding (currently referred to as “Eurocurrency
Liabilities” in Regulation D of the Board). Such reserve percentages shall include those imposed
pursuant to Regulation D. Eurodollar Tranches shall be deemed to constitute eurocurrency funding
and to be subject to such reserve requirements without benefit of or credit for proration,
exemptions or offsets that may be available from time to time under such Regulation D or comparable
regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective
date of any change in the reserve percentage.




          “Supplement” is defined in the recitals hereto.




          “Taxes” means any and all present or future taxes, levies, imposts, duties,
deductions, charges or withholdings imposed by any Governmental Authority.




          “Termination Date Disbursement” means an amount drawn under a Series 2004-4 Letter of
Credit pursuant to a Certificate of Termination Date Demand.




          “Termination Disbursement” means an amount drawn under a Series 2004-4 Letter of
Credit pursuant to a Certificate of Termination Demand.





23










 






          “Transfer Supplement” is defined in Section 11.1(c).




          “Transferee” is defined in Section 11.1(f).




          “Trustee” is defined in the recitals hereto.




          “Unpaid Demand Note Disbursement” means an amount drawn under a Series 2004-4 Letter
of Credit pursuant to a Certificate of Unpaid Demand Note Demand.




          “Voting Stock” means, with respect to any Person, the common stock or membership
interests of such Person and any other security of, or ownership interest in, such Person having
ordinary voting power to elect a majority of the board of directors or a majority of the managers
(or other Persons serving similar functions) of such Person.




          “Waiver Event” means the occurrence of the delivery of a Waiver Request and the
subsequent waiver of any Series 2004-4 Maximum Amount.




          “Waiver Request” is defined in Article V.




ARTICLE II




PURCHASE AND SALE OF SERIES 2004-4 NOTES;

INCREASES AND DECREASES OF SERIES 2004-4 INVESTED AMOUNT




          Section 2.1. Purchases of the Series 2004-4 Notes. (a) Initial Purchases.
Subject to the terms and conditions of this Supplement, including delivery of notice in accordance
with Section 2.3, (i) each CP Conduit Purchaser may, in its sole discretion, purchase a Series
2004-4 Note in an amount equal to all or a portion of its Commitment Percentage of the Series
2004-4 Initial Invested Amount on any Business Day during the period from the Effective Date (the
“Series 2004-4 Closing Date”) to and including the Expiry Date with respect to such CP
Conduit Purchaser, and if such CP Conduit Purchaser shall have notified the Administrative Agent
and the Funding Agent with respect to such CP Conduit Purchaser that it has elected not to fund a
Series 2004-4 Note in an amount equal to its Commitment Percentage of the Series 2004-4 Initial
Invested Amount on the Series 2004-4 Closing Date, each APA Bank with respect to such CP Conduit
Purchaser shall fund on the Series 2004-4 Closing Date its APA Bank Percentage of that portion of
such Series 2004-4 Note not to be funded by such CP Conduit Purchaser and (ii) thereafter, (A) if
a CP Conduit Purchaser shall have purchased a Series 2004-4 Note on the Series 2004-4 Closing Date,
such CP Conduit Purchaser may, in its sole discretion, maintain its Series 2004-4 Note, subject to
increase or decrease during the period from the Series 2004-4 Closing Date to and including the
Expiry Date with respect to such CP Conduit Purchaser, in accordance with the provisions of this
Supplement and (B) the APA Banks with respect to such CP Conduit Purchaser shall maintain their
respective APA Bank Percentages of the Series 2004-4 Note with respect to such Purchaser Group,
subject to increase or decrease during the period from the Series 2004-4 Closing Date to and
including the Expiry Date with respect to such CP Conduit Purchaser, in accordance with the
provisions of this Supplement. Payments by each CP Conduit Purchaser and/or the APA Banks with
respect to such CP Conduit Purchaser shall be made in immediately available funds on the
Series 2004-4 Closing Date to







24









 







the Funding Agent with respect to such CP Conduit Purchaser for
remittance to the Trustee for deposit into the Series 2004-4 Collection Account.




          (b) Maximum Purchaser Group Invested Amounts. Notwithstanding anything to the
contrary contained in this Supplement, at no time shall the Purchaser Group Invested Amount with
respect to any Purchaser Group exceed the Maximum Purchaser Group Invested Amount with respect to
such Purchaser Group at such time.




          (c) Form of Series 2004-4 Notes. The Series 2004-4 Notes shall be issued in fully
registered form without interest coupons, substantially in the form set forth in Exhibit A.




          Section 2.2. Delivery. (a) On the Series 2004-4 Closing Date, CRCF shall sign and
shall direct the Trustee in writing pursuant to Section 2.2 of the Base Indenture to duly
authenticate, and the Trustee, upon receiving such direction, shall so authenticate a Series 2004-4
Note in the name of the Funding Agent with respect to each Purchaser Group in an amount equal to
the Maximum Purchaser Group Invested Amount with respect to such Purchaser Group and deliver such
Series 2004-4 Note to such Funding Agent in accordance with such written directions.




          (b) The Administrative Agent shall maintain a record of the actual Purchaser Group Invested
Amount outstanding with respect to each Purchaser Group and the actual Series 2004-4 Invested
Amount outstanding on any date of determination, which, absent manifest error, shall constitute
prima facie evidence of the outstanding Purchaser Group Invested Amounts and
outstanding Series 2004-4 Invested Amount from time to time. Upon a written request from the
Trustee, the Administrative Agent shall provide in writing the identity of the Purchaser Groups,
the related Funding Agents, the Purchaser Group Invested Amount for each Purchaser Group and the
Commitment Percentage with respect to such Purchaser Group to the Trustee.




          Section 2.3. Procedure for Initial Issuance and for Increasing the Series 2004-4 Invested
Amount. (a) Subject to Section 2.3(c), (i) on the Series 2004-4 Closing Date, each CP Conduit
Purchaser may agree, in its sole discretion, to purchase, and the APA Banks with respect to such CP
Conduit Purchaser shall purchase, a Series 2004-4 Note in accordance with Section 2.1 and (ii) on
any Business Day during the period from the Effective Date to and including the Expiry Date with
respect to a CP Conduit Purchaser, such CP Conduit Purchaser may agree, in its sole discretion, and
each APA Bank with respect to such CP Conduit Purchaser hereby agrees that the Purchaser Group
Invested Amount with respect to such Purchaser Group may be increased by an amount equal to its APA
Bank Percentage of the Commitment Percentage with respect to such Purchaser Group of the Increase
Amount (an “Increase”), upon the request of CRCF (each date on which an increase in the
Series 2004-4 Invested Amount occurs hereunder being herein referred to as the “Increase
Date” applicable to such Increase); provided, however, that CRCF shall have
given the Administrative Agent (with a copy to the Trustee) irrevocable written notice (effective
upon receipt), by telecopy (receipt confirmed), substantially in the form of Exhibit B, of
such request no later than 3:00 p.m. (New York City time) on the second Business Day prior to the
Series 2004-4 Closing Date or such Increase Date, as the case may be.
Such notice shall state (x) the Series 2004-4 Closing Date or the Increase Date, as the case
may be, and (y) the initial invested amount (the “Series 2004-4 Initial Invested Amount”)
or the







25









 







proposed amount of the increase in the Series 2004-4 Invested Amount (an “Increase
Amount”), as the case may be.




          (b) If a CP Conduit Purchaser elects not to fund the full amount of its Commitment Percentage
of the Series 2004-4 Initial Invested Amount or a requested Increase, such CP Conduit Purchaser
shall notify the Administrative Agent and the Funding Agent with respect to such CP Conduit
Purchaser, and each APA Bank with respect to such CP Conduit Purchaser shall fund its APA Bank
Percentage of the portion of the Commitment Percentage with respect to such Purchaser Group of the
Series 2004-4 Initial Invested Amount or such Increase, as the case may be, not funded by such CP
Conduit Purchaser.




          (c) No Purchaser Group shall be required to make the initial purchase of a Series 2004-4 Note
on the Series 2004-4 Closing Date or to increase its Purchaser Group Invested Amount on any
Increase Date hereunder unless:





     (i) such Purchaser Group’s Commitment Percentage of the Series 2004-4 Initial Invested
Amount or such Increase Amount is equal to (A) $400,000 or an integral multiple of $100,000
in excess thereof or (B) if less, the excess of the Maximum Purchaser Group Invested Amount
with respect to such Purchaser Group over the Purchaser Group Invested Amount with respect
to such Purchaser Group;




     (ii) after giving effect to the Series 2004-4 Initial Invested Amount or such Increase
Amount, (A) the Purchaser Group Invested Amount with respect to such Purchaser Group would
not exceed the Maximum Purchaser Group Invested Amount with respect to such Purchaser Group
and (B) the Series 2004-4 Invested Amount would not exceed the Series 2004-4 Maximum
Invested Amount;




     (iii) after giving effect to the Series 2004-4 Initial Invested Amount or such Increase
Amount, no AESOP I Operating Lease Vehicle Deficiency would occur and be continuing;




     (iv) no Amortization Event or Potential Amortization Event would occur and be
continuing prior to or after giving effect to such Series 2004-4 Initial Invested Amount or
such Increase;




     (v) not more than two Increases have occurred in the four Business Days immediately
preceding the date of such Increase;




     (vi) all of the representations and warranties made by each of CRCF, the Lessees, the
Lessors and the Administrator in the Base Indenture, this Supplement and the Related
Documents to which each is a party are true and correct in all material respects on and as
of the Series 2004-4 Closing Date or such Increase Date, as the case may be, as if made on
and as of such date (except to the extent such representations and warranties are expressly
made as of another date); and




     (vii) all conditions precedent to the making of any Loan under the applicable Loan
Agreements would be satisfied.



26









 




CRCF’s acceptance of funds in connection with (x) the initial purchase of Series 2004-4 Notes on
the Series 2004-4 Closing Date and (y) each Increase occurring on any Increase Date shall
constitute a representation and warranty by CRCF to the Purchaser Groups as of the Series 2004-4
Closing Date or such Increase Date (except to the extent such representations and warranties are
expressly made as of another date), as the case may be, that all of the conditions contained in
this Section 2.3(c) have been satisfied.




          (d) Upon receipt of any notice required by Section 2.3(a) from CRCF, the Administrative Agent
shall promptly forward (by telecopy or electronic messaging system) a copy of such notice to the
Funding Agent with respect to each Purchaser Group. After receipt by any Funding Agent with
respect to a Purchaser Group of such notice from the Administrative Agent, such Funding Agent
shall, so long as the conditions set forth in Sections 2.3(a) and (c) are satisfied, promptly
provide telephonic notice to the related CP Conduit Purchaser and the related APA Banks, of the
Increase Date and of such Purchaser Group’s Commitment Percentage of the Increase Amount. If such
CP Conduit Purchaser elects to fund all or a portion of its Commitment Percentage of the Increase
Amount, such CP Conduit Purchaser shall pay in immediately available funds its Commitment
Percentage (or any portion thereof) of the amount of such Increase on the related Increase Date to
the Funding Agent with respect to such Purchaser Group for deposit into the Series 2004-4
Collection Account. If such CP Conduit Purchaser does not fund the full amount of its Commitment
Percentage of the Increase Amount and the related APA Banks are required to fund the portion
thereof not funded by the CP Conduit Purchaser, each such APA Bank shall pay in immediately
available funds its APA Bank Percentage of such portion on the related Increase Date to the Funding
Agent with respect to such Purchaser Group for deposit in the Series 2004-4 Collection Account.
Each Funding Agent shall remit the amounts received by it from its CP Conduit Purchaser or the
related APA Banks pursuant to this Section 2.3(d) to the Trustee for deposit into the Series 2004-4
Collection Account.




          Section 2.4. Sales by CP Conduit Purchasers of Series 2004-4 Notes to APA Banks.
Notwithstanding any limitation to the contrary contained herein, each CP Conduit Purchaser may, in
its own discretion, at any time, sell or assign all or any portion of its interest in its Series
2004-4 Note to any Conduit Assignee or to the APA Banks with respect to such CP Conduit Purchaser
pursuant to, and subject to the terms and conditions of, the Asset Purchase Agreement with respect
to such CP Conduit Purchaser.




          Section 2.5. Procedure for Decreasing the Series 2004-4 Invested Amount; Optional
Termination. (a) On any Business Day prior to the occurrence of an Amortization Event, upon
the written request of CRCF or the Administrator on behalf of CRCF, the Series 2004-4 Invested
Amount may be reduced (a “Decrease”) by the Trustee’s withdrawing from the Series 2004-4
Excess Collection Account, depositing into the Series 2004-4 Distribution Account and
distributing to the Administrative Agent funds on deposit in the Series 2004-4 Excess
Collection Account on such day in accordance with Section 3.5(b) in an amount not to exceed the
amount of such funds on deposit on such Business Day; provided that CRCF shall have given
the Administrative Agent (with a copy to the Trustee) irrevocable written notice (effective upon
receipt) of the amount of such Decrease prior to 9:30 a.m. (New York City time) on the second
Business Day prior to such Decrease; provided, further, that any such Decrease
shall be in an amount equal to $10,000,000 and integral multiples of $500,000 in excess thereof






27









 







(or, if such Decrease will be used to reduce one or more Non-Extending Purchaser Group’s Purchaser
Group Invested Amounts, such Decrease may be in such amount as is necessary to reduce the Purchaser
Group Invested Amounts of all such Non-Extending Purchaser Groups to zero). Upon each Decrease,
the Administrative Agent shall indicate in its records such Decrease and the Purchaser Group
Invested Amount outstanding with respect to each Purchaser Group after giving effect to such
Decrease. Upon receipt of any notice required by Section 2.5(a) from CRCF, the Administrative Agent
shall forward (by telecopy or electronic messaging system) a copy of such notice to the Funding
Agent with respect to each Purchaser Group, no later than 1:00 p.m. (New York City time) on the
Business Day received.




          (b) On any Business Day, CRCF shall have the right to deliver an irrevocable written notice
(an “Optional Termination Notice”) to the Administrative Agent, the Trustee, the
Administrator and the Rating Agencies in which CRCF declares that the Commitments shall terminate
on the date (the “Optional Termination Date”) set forth in such notice (which date, in any
event, shall be a Distribution Date not less than twenty (20) Business Days from the date on which
such notice is delivered). Upon receipt of any Optional Termination Notice from CRCF, the
Administrative Agent shall promptly notify the Funding Agent with respect to each Purchaser Group
thereof.




          (c) From and after the Optional Termination Date, the Series 2004-4 Amortization Period shall
commence for all purposes under this Supplement, the Base Indenture and the Related Documents.




          (d) If there are Principal Collections on deposit in the Series 2004-4 Excess Collection
Account on any Business Day on which the Purchaser Group Invested Amount with respect to any
Non-Extending Purchaser Group shall not have been reduced to zero and CRCF would be permitted under
the terms of Section 2.5(a) to effect a Decrease with such funds, CRCF shall request such a
Decrease in accordance with Section 2.5(a) on the earliest possible date.




          Section 2.6. Increases and Reductions of the Commitments; Extensions of the
Commitments. (a) CRCF may from time to time request that any Purchaser Group agree to
increase the amount set forth opposite the name of the CP Conduit Purchaser included in such
Purchaser Group on Schedule I. An increase in such amount shall be effective hereunder if such
Purchaser Group shall have agreed in its sole discretion to such increase.




          (b) If CRCF desires to extend the Scheduled Expiry Date with respect to the Purchaser Groups,
CRCF shall notify the Administrative Agent at least 60 days prior to such Scheduled Expiry Date of
its desire to extend the Scheduled Expiry Date with respect to the
Purchaser Groups, whereupon the Administrative Agent shall notify the Funding Agent with
respect to each Purchaser Group of CRCF’s desire to so extend the Scheduled Expiry Date. Each
Funding Agent, on behalf of its Purchaser Group, shall notify the Administrative Agent and CRCF in
writing of whether such Purchaser Group agrees to an extension of the Scheduled Expiry Date with
respect to such Purchaser Group; provided that failure by a Funding Agent to respond to
such request shall not be construed as a consent by such Purchaser Group to such extension. The
decision to extend or not extend shall be made by each Purchaser Group in its sole discretion. In
the event that any Purchaser Group desires to extend its Scheduled Expiry Date for an amount that
is less than its Maximum Purchaser Group Invested Amount prior to






28









 







CRCF’s request for an extension, CRCF, in its sole discretion, may accept such extension; provided, however, that
such Purchaser Group (x) shall be deemed to be a Non-Extending Purchaser Group for purposes of
Section 3.5 having a Purchaser Group Invested Amount equal to the excess of its Purchaser Group
Invested Amount over a percentage of its Maximum Purchaser Group Invested Amount that will be
available after the extension of its Scheduled Expiry Date equal to the percentage equivalent of a
fraction, the numerator of which is the sum of the Purchaser Group Invested Amounts with respect to
all Extending Purchaser Groups, other than such Purchaser Group and any other Purchaser Group
reducing its Maximum Purchaser Group Invested Amount, and the denominator of which is the sum of
the Maximum Purchaser Group Invested Amounts of all Extending Purchaser Groups, other than such
Purchaser Group and any other Purchaser Group reducing its Maximum Purchaser Group Invested Amount
and (y) shall be deemed to be an Extending Purchaser Group with a Maximum Purchaser Group Invested
Amount equal to the portion of its Maximum Purchaser Group Invested Amount that will be available
after the extension of its Scheduled Expiry Date. In connection with any request by CRCF to extend
the Scheduled Expiry Date pursuant to this Section 2.6(b), CRCF shall provide to the Administrative
Agent, who shall provide to each Purchaser Group, on or prior to the effective date of any such
extension, a certificate of the chief financial officer of CRCF to the effect set forth in Schedule
8.3(d) of the Base Indenture.




          (c) On any Business Day during the Series 2004-4 Revolving Period, CRCF may, upon two (2)
Business Days’ prior written notice to the Administrative Agent (effective upon receipt) (with
copies to the Administrator and the Trustee) reduce the Series 2004-4 Maximum Invested Amount in an
amount equal to $10,000,000 or a whole multiple of $1,000,000 in excess thereof; provided
that no such termination or reduction shall be permitted if, after giving effect thereto and to any
reduction in the Series 2004-4 Invested Amount on such date, (x) the Purchaser Group Invested
Amount with respect to any Purchaser Group would exceed the Maximum Purchaser Group Invested Amount
with respect to such Purchaser Group then in effect or (y) the Series 2004-4 Invested Amount would
exceed the Series 2004-4 Maximum Invested Amount. Any reduction in the Series 2004-4 Maximum
Invested Amount shall be made on a pro rata basis to the Maximum Purchaser Group Invested
Amounts with respect to the Purchaser Groups, based on the Maximum Purchaser Group Invested Amount
with respect to each Purchaser Group. Once reduced, the Maximum Purchaser Group Invested Amounts
may not be subsequently reinstated without each such Purchaser Group’s prior written consent, which
consent shall be granted or not in the sole discretion of such Purchaser Group.




          (d) If, after receiving a request for extension of its Scheduled Expiry Date from CRCF
pursuant to Section 2.6(b), the Funding Agent with respect to a CP Conduit Purchaser notifies CRCF
in writing of its decision not to extend its Scheduled Expiry Date as
requested or fails to respond to CRCF’s request within 30 days of its receipt of such request,
at the request of CRCF, such CP Conduit Purchaser and the APA Banks with respect to such CP Conduit
Purchaser shall on a Distribution Date thereafter selected by CRCF (or such other date as may be
agreed by CRCF, the Funding Agent and the Administrative Agent) assign all or any portion of their
respective rights and obligations under this Supplement and the Series 2004-4 Notes pursuant to
Section 11.1 to a replacement CP Conduit Purchaser and the APA Banks with respect to such
replacement CP Conduit Purchaser selected by CRCF upon payment by the replacement CP Conduit
Purchaser and the APA Banks with respect to such replacement CP Conduit Purchaser (or upon payment
by CRCF as agreed to by CRCF, the assignor and the






29









 







assignee) of an amount equal to (i) the
Purchaser Group Invested Amount with respect to such Non-Extending Purchaser Group, plus
(ii) (A) if such Purchaser Group includes a Match Funding CP Conduit Purchaser, the sum of (x) all
accrued and unpaid Discount on all outstanding Commercial Paper issued by, or for the benefit of,
such Match Funding CP Conduit Purchaser to fund the CP Funded Amount with respect to such Match
Funding CP Conduit Purchaser from the issuance date(s) thereof to but excluding the date (the
“Purchase Effective Date”) of the assignment to the replacement CP Conduit Purchaser and
the APA Banks with respect to such CP Conduit Purchaser and (y) the aggregate Discount to accrue on
all outstanding Commercial Paper issued by, or for the benefit of, such Match Funding CP Conduit
Purchaser to fund the CP Funded Amount with respect to such Match Funding CP Conduit Purchaser from
and including the Purchase Effective Date to and excluding the maturity date of each CP Tranche
with respect to such Match Funding CP Conduit Purchaser or (B) if such Non-Extending Purchaser
Group includes a Pooled Funding CP Conduit Purchaser, the sum of (x) the aggregate amount of
accrued and unpaid Discount on or in respect of the Commercial Paper issued by, or for the benefit
of, such Pooled Funding CP Conduit Purchaser allocated, in whole or in part, by the Funding Agent
with respect to such Pooled Funding CP Conduit Purchaser, to fund the purchase or maintenance of
the CP Funded Amount with respect to such Pooled Funding CP Conduit Purchaser as of the Purchase
Effective Date and (y) the aggregate amount of Discount to accrue on or in respect of the
Commercial Paper issued by, or for the benefit of, such Pooled Funding CP Conduit Purchaser
allocated, in whole or in part, by the Funding Agent with respect to such Pooled Funding CP Conduit
Purchaser, to fund the purchase or maintenance of the CP Funded Amount with respect to such Pooled
Funding CP Conduit Purchaser from and including the Purchase Effective Date to and excluding the
maturity dates of such Commercial Paper, plus (iii) all accrued and unpaid interest on the
APA Bank Funded Amount with respect to such Purchaser Group, calculated at the Alternate Base Rate
or the applicable Adjusted LIBO Rate plus the Applicable Margin as of the Purchase
Effective Date, plus (iv) for each day from but excluding the last day of the Series 2004-4
Interest Period immediately preceding the Purchase Effective Date, an amount equal to (x) the CP
Funded Amount with respect to such Non-Extending Purchaser Group on such day times (y) the
Program Fee Rate divided by (z) 360, plus (v) for each day from but excluding the
last day of the Series 2004-4 Interest Period immediately preceding the Purchase Effective Date, an
amount equal to (x) the excess, if any, of the Commitment Amount with respect to such Non-Extending
Purchaser Group over the Purchaser Group Invested Amount with respect to such Purchaser Group on
such day times (y) the Commitment Fee Rate divided by (z) 360, plus (vi)
all Article VII Costs then due and payable to such Non-Extending Purchaser Group, plus
(vii) without duplication, any other amounts then due and payable to such Non-Extending Purchaser
Group pursuant to this Supplement.




          (e) CRCF may at any time add a multi-seller commercial paper conduit as an additional CP
Conduit Purchaser (an “Additional CP Conduit Purchaser”) and one or more banks providing
support to the Additional CP Conduit Purchaser as APA Banks with respect to the Additional CP
Conduit Purchaser (the “Related Additional APA Banks”), with the prior written consent of
the Administrative Agent (which consent shall not be unreasonably withheld), by providing at least
ten (10) Business Days’ prior written notice of (i) the names of the Additional CP Conduit
Purchaser, the Related Additional APA Banks and the funding agent with respect to the Additional CP
Conduit Purchaser and the Related Additional APA Banks (the “Additional Funding Agent”),
(ii) the date on which CRCF desires to effect such addition (the “Purchaser Group Addition
Date”), (iii) the proposed Maximum Purchaser Group Invested Amount with







30









 







respect to the Additional CP Conduit Purchaser and the Related Additional APA Banks and (iv) the Commitment
Percentage of each Purchaser Group on the Purchaser Group Addition Date, after giving effect to the
addition of the Additional CP Conduit Purchaser and the Related Additional APA Banks. On the
Purchaser Group Addition Date, each CP Conduit Purchaser, the APA Banks with respect to such CP
Conduit Purchaser and the Funding Agent with respect to such CP Conduit Purchaser shall make an
assignment and assumption to the Additional CP Conduit Purchaser, the Related Additional APA Banks
and the Additional Funding Agent pursuant to Section 11.1, as directed by the Administrative Agent,
with the result that after giving effect thereto, the Purchaser Group Invested Amount with respect
to each such Purchaser Group shall equal the product of (x) the Series 2004-4 Invested Amount on
the Purchaser Group Addition Date and (y) the Commitment Percentage of such Purchaser Group on the
Purchaser Group Addition Date, after giving effect to the addition of the Additional CP Conduit
Purchaser and the Related Additional APA Banks. No Purchaser Group shall be required to make any
assignment unless such assigning Purchaser Group shall receive in cash an amount equal to the
reduction in its Series 2004-4 Invested Amount.




          Section 2.7. Interest; Fees. (a) Interest shall be payable on the Series 2004-4
Notes on each Distribution Date pursuant to Section 3.3.




          (b) On any Business Day, CRCF may, subject to Section 2.7(c), elect to allocate all or any
portion of the Available CP Funding Amount with respect to any Match Funding CP Conduit Purchaser,
to one or more CP Tranches with CP Rate Periods commencing on such Business Day by giving the
Administrative Agent and the Funding Agent with respect to such Match Funding CP Conduit Purchaser
irrevocable written or telephonic (confirmed in writing) notice thereof, which notice must be
received by such Funding Agent prior to 3:00 p.m. (New York City time) on the second Business Day
prior to such Business Day. Such notice shall specify (i) the applicable Business Day, (ii) the CP
Rate Period for each CP Tranche to which a portion of the Available CP Funding Amount with respect
to such Purchaser Group is to be allocated and (iii) the portion of such Available CP Funding
Amount being allocated to each such CP Tranche. On any Business Day, CRCF may, subject to Sections
2.7(c) and 7.4, elect to allocate all or any portion of the Available APA Bank Funding Amount with
respect to any Purchaser Group to one or more Eurodollar Tranches with Eurodollar Periods
commencing on such Business Day by giving the Administrative Agent and the Funding Agent with
respect to such Purchaser Group irrevocable written or telephonic (confirmed in writing) notice
thereof, which notice must be received by such Funding Agent prior to 1:00 p.m. (New York City
time) three (3) Business Days prior to such Business Day. Such notice shall specify (i) the
applicable Business Day, (ii) the Eurodollar Period for each Eurodollar Tranche to which a portion
of the Available APA Bank Funding Amount with respect to such Purchaser Group is to be allocated
and (iii) the portion of such Available APA Bank Funding Amount being allocated to each such
Eurodollar Tranche. Upon receipt of any such notice, the Funding Agent with respect to a Purchaser
Group shall notify the CP Conduit Purchaser and the APA Bank with respect to such Purchaser Group
of the contents of such notice promptly upon receipt thereof.




          (c) Notwithstanding anything to the contrary contained in this Section 2.7, (i) (A) each Match
Funding CP Conduit Purchaser shall approve the length of each CP Rate Period and the portion of the
Available CP Funding Amount with respect to such Match Funding CP Conduit Purchaser allocated to
such CP Rate Period, (B) such Match Funding CP Conduit






31









 







Purchaser may select, in its sole
discretion, any new CP Rate Period if (x) CRCF does not provide notice of a new CP Rate Period on a
timely basis or (y) the Funding Agent with respect to such Match Funding CP Conduit Purchaser, on
behalf of such Match Funding CP Conduit Purchaser, determines, in its sole discretion, that the CP
Rate Period requested by CRCF is unavailable or for any reason commercially undesirable and (C) the
portion of the Available CP Funding Amount with respect to such Match Funding CP Conduit Purchaser
allocable to each CP Tranche must be in an amount equal to $1,000,000 or an integral multiple of
$100,000 in excess thereof and (ii) (A) the portion of the Available APA Bank Funding Amount with
respect to any Purchaser Group allocable to each Eurodollar Tranche must be in an amount equal to
$100,000 or an integral multiple of $100,000 in excess thereof, (B) no more than seven (7)
Eurodollar Tranches with respect to such Purchaser Group shall be outstanding at any one time, (C)
after the occurrence and during the continuance of any Amortization Event or Potential Amortization
Event, CRCF may not elect to allocate any portion of the Available APA Bank Funding Amount with
respect to any Purchaser Group to a Eurodollar Tranche and (D) during the Series 2004-4
Amortization Period, CRCF may not select any Eurodollar Period that does not end on or prior to the
next succeeding Distribution Date.




          (d) On any Business Day, a Match Funding CP Conduit Purchaser may elect that CRCF no longer be
permitted to select CP Tranches in accordance with Sections 2.7(b) and (c) in respect of the CP
Conduit Funded Amount with respect to such CP Conduit Purchaser by giving CRCF and the
Administrative Agent irrevocable written notice thereof, which notice must be received by CRCF and
the Administrative Agent at least one Business Day prior to such Business Day. On any Business
Day, a Pooled Funding CP Conduit Purchaser may with the prior written consent of the Administrator
(which consent shall not be unreasonably withheld) elect thereafter to allow CRCF to select CP
Tranches in accordance with Sections 2.7(b) and (c) in respect of the CP Conduit Funded Amount with
respect to such CP Conduit Purchaser by giving CRCF and the Administrative Agent irrevocable
written notice thereof, which notice and consent must be received by CRCF and the Administrative
Agent at least one Business Day prior to such election. Any CP Conduit Purchaser making an
election to change the manner in which its funding costs in respect of its Series 2004-4 Note are
allocated in accordance with this Section 2.7(d) will be both a Match Funding CP Conduit Purchaser
and a Pooled Funding CP Conduit Purchaser during the period that its Series 2004-4 Note is funded
on both a “pooled” and “match funded” basis and its Monthly Funding Costs during that period will
be calculated accordingly.




          (e) CRCF shall pay with funds available pursuant to Section 3.3(a) to the Administrative
Agent, for the account of each Purchaser Group, on each Distribution Date, a commitment fee with
respect to the Series 2004-4 Interest Period ending on the day preceding such Distribution Date
(the “Commitment Fee”) during the period from the Series 2004-4 Closing Date to and
including the Expiry Date with respect to such Purchaser Group at the Commitment Fee Rate of the
average daily Commitment Amount with respect to such Purchaser Group during such Series 2004-4
Interest Period less the average daily Purchaser Group Invested Amount with respect to such
Purchaser Group during such Series 2004-4 Interest Period. The Commitment Fees shall be payable
monthly in arrears on each Distribution Date.




          (f) Calculations of per annum rates under this Supplement shall be made on the basis of a 360-
(or 365-/366- in the case of interest on the Floating Tranche based on the Prime Rate) day year.
Calculations of Commitment Fees shall be made on the basis of a 360-day






32









 







year. Each determination of the Adjusted LIBOR Rate by the Administrative Agent shall be conclusive and binding upon each of
the parties hereto in the absence of manifest error.




          Section 2.8. Indemnification by CRCF. CRCF agrees to indemnify and hold harmless the
Trustee, the Administrative Agent, each Funding Agent, each CP Conduit Purchaser, each APA Bank and
each of their respective officers, directors, agents and employees (each, a “Company
indemnified person”) from and against any loss, liability, expense, damage or injury suffered
or sustained by (a “Claim”) such Company indemnified person by reason of (i) any acts,
omissions or alleged acts or omissions arising out of, or relating to, activities of CRCF pursuant
to the Indenture or the other Related Documents to which it is a party, (ii) a breach of any
representation or warranty made or deemed made by CRCF (or any of its officers) in the Indenture or
other Related Document or (iii) a failure by CRCF to comply with any applicable law or regulation
or to perform its covenants, agreements, duties or obligations required to be performed or observed
by it in accordance with the provisions of the Indenture or the other Related Documents, including,
but not limited to, any judgment, award, settlement, reasonable attorneys’ fees and other
reasonable costs or expenses incurred in connection with the defense of any actual or threatened
action, proceeding or claim, except to the extent such loss, liability, expense, damage or injury
resulted from the gross negligence, bad faith or willful misconduct of such Company indemnified
person or its officers, directors, agents, principals, employees or employers or includes any
Excluded Taxes; provided that any payments made by CRCF pursuant to this Section 2.8 shall
be made solely from funds available pursuant to Section 3.3(e), shall be non-recourse other than
with respect to such funds, and shall not constitute a claim against CRCF to the extent that such
funds are insufficient to make such payment.




          Section 2.9. Funding Agents. (a) The Funding Agent with respect to each Purchaser
Group is hereby authorized to record on each Business Day the CP Funded Amount with respect to such
Purchaser Group and the aggregate amount of Discount accruing with respect thereto on such Business
Day and the APA Bank Funded Amount with respect to such Purchaser Group and the amount of interest
accruing with respect thereto on such Business Day and, based on such recordations, to determine
the Monthly Funding Costs with respect to each Series 2004-4 Interest
Period and such Purchaser Group. Any such recordation by a Funding Agent, absent manifest
error, shall constitute prima facie evidence of the accuracy of the information so recorded.
Furthermore, the Funding Agent with respect to each Purchaser Group shall maintain records
sufficient to identify the percentage interest of the related CP Conduit Purchaser and each APA
Bank with respect to such Purchaser Group holding an interest in the Series 2004-4 Note registered
in the name of such Funding Agent and any amounts owing thereunder.




     (b) Upon receipt of funds from the Administrative Agent on each Distribution Date and the date
of any Decrease, each Funding Agent shall pay such funds to the related CP Conduit Purchaser and/or
the related APA Bank owed such funds in accordance with the recordations maintained by it in
accordance with Section 2.9(a) and the Asset Purchase Agreement with respect to such CP Conduit
Purchaser. If a Funding Agent shall have paid to any CP Conduit Purchaser or APA Bank any funds
that (i) must be returned for any reason (including bankruptcy) or (ii) exceeds that which such CP
Conduit Purchaser or APA Bank was entitled to receive, such amount shall be promptly repaid to such
Funding Agent by such CP Conduit Purchaser or APA Bank.



33









 





ARTICLE III




SERIES 2004-4 ALLOCATIONS




          With respect to the Series 2004-4 Notes, the following shall apply:




          Section 3.1. Establishment of Series 2004-4 Collection Account, Series 2004-4 Excess
Collection Account and Series 2004-4 Accrued Interest Account. (a) All Collections allocable
to the Series 2004-4 Notes shall be allocated to the Collection Account.




          (b) The Trustee will create three administrative sub-accounts within the Collection Account
for the benefit of the Series 2004-4 Noteholders: the Series 2004-4 Collection Account (such
sub-account, the “Series 2004-4 Collection Account”), the Series 2004-4 Excess Collection
Account (such sub-account, the “Series 2004-4 Excess Collection Account”) and the Series
2004-4 Accrued Interest Account (such sub-account, the “Series 2004-4 Accrued Interest
Account”).




          Section 3.2. Allocations with Respect to the Series 2004-4 Notes. The net proceeds
from the initial sale of the Series 2004-4 Notes and any Increase shall be deposited into the
Collection Account. On each Business Day on which Collections are deposited into the Collection
Account (each such date, a “Series 2004-4 Deposit Date”), the Administrator shall 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 3.2:





     (a) Allocations of Collections During the Series 2004-4 Revolving Period.
During the Series 2004-4 Revolving Period, the Administrator shall 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 2004-4 Deposit Date, all amounts deposited
into the Collection Account as set forth below:




     (i) allocate to the Series 2004-4 Collection Account an amount equal to the
Series 2004-4 Invested Percentage (as of such day) of the aggregate amount of the
sum of (A) Interest Collections on such day and (B) any amounts received by the
Trustee on such day in respect of the Series 2004-4 Interest Rate Caps. All such
amounts allocated to the Series 2004-4 Collection Account shall be further allocated
to the Series 2004-4 Accrued Interest Account; and




     (ii) allocate to the Series 2004-4 Excess Collection Account the sum of (A) the
Series 2004-4 Invested Percentage (as of such day) of the aggregate amount of
Principal Collections on such day (for any such day, the “Series 2004-4
Principal Allocation”) and (B) the proceeds from the initial issuance of the
Series 2004-4 Notes and from any Increase; provided, however, if a
Waiver Event shall have occurred, then such allocation shall be modified as provided
in Article V.




     (b) Allocations of Collections During the Series 2004-4 Amortization Period.
With respect to the Series 2004-4 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 shall direct the Trustee in writing pursuant to the



34









 






Administration Agreement to allocate, prior to 11:00 a.m. (New York City time) on any Series 2004-4 Deposit Date, all
amounts deposited into the Collection Account as set forth below:




     (i) allocate to the Series 2004-4 Collection Account an amount determined as
set forth in Section 3.2(a)(i) above for such day, which amount shall be further
allocated to the Series 2004-4 Accrued Interest Account; and




     (ii) allocate to the Series 2004-4 Collection Account an amount equal to the
Series 2004-4 Principal Allocation for such day, which amount shall be used to make
principal payments in respect of the Series 2004-4 Notes, ratably, without
preference or priority of any kind, until the Series 2004-4 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 2004-4 Notes, Series 2004-4 Interest Rate Cap Proceeds and
other amounts available pursuant to Section 3.3 to pay Series 2004-4 Monthly
Interest and the Commitment Fees on the next succeeding Distribution Date will be
less than the Series 2004-4 Monthly Interest and Commitment Fees for the Series
2004-4 Interest Period ending on the day preceding such Distribution Date and (B)
the Series 2004-4 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 2004-4 Notes during the Related Month equal to
the lesser of such insufficiency and the Series 2004-4 Enhancement Amount to the
Series 2004-4 Accrued Interest Account to be treated as Interest Collections on such
Distribution Date.




     (c) 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 shall 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 2004-4 Deposit Date, all amounts deposited into the Collection Account as set forth
below:




     (i) allocate to the Series 2004-4 Collection Account an amount equal to the sum
of (A) the Series 2004-4 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 and (B) any
amounts received by the Trustee in respect of the Series 2004-4 Interest Rate Caps
on such day. All such amounts allocated to the Series 2004-4 Collection Account
shall be further allocated to the Series 2004-4 Accrued Interest Account; and




     (ii) allocate to the Series 2004-4 Collection Account an amount equal to the
Series 2004-4 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 2004-4 Notes until
the Series 2004-4 Notes have been 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



35









 






2004-4 Notes, Series 2004-4 Interest Rate Cap Proceeds and other amounts available pursuant to Section
3.3 to pay Series 2004-4 Monthly Interest and the Commitment Fees on the next
succeeding Distribution Date will be less than the Series 2004-4 Monthly Interest
and Commitment Fees for the Series 2004-4 Interest Period ending on the day
preceding such Distribution Date and (B) the Series 2004-4 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 2004-4
Notes during the Related Month equal to the lesser of such insufficiency and the
Series 2004-4 Enhancement Amount to the Series 2004-4 Accrued Interest Account to be
treated as Interest Collections on such Distribution Date.




     (d) Allocations From Other Series. Amounts allocated to other Series of Notes
that have been reallocated by CRCF to the Series 2004-4 Notes (i) during the Series 2004-4
Revolving Period shall be allocated to the Series 2004-4 Excess Collection Account and
applied in accordance with Section 3.2(e) and (ii) during the Series 2004-4 Amortization
Period shall be allocated to the Series 2004-4 Collection Account and applied in accordance
with Section 3.2(b)(ii) or (c)(ii), as the case may be, to make principal payments in
respect of the Series 2004-4 Notes.




     (e) Series 2004-4 Excess Collection Account. Amounts allocated to the Series
2004-4 Excess Collection Account on any Series 2004-4 Deposit Date will be (i) first, used
to reduce the Purchaser Group Invested Amount with respect to any Non-
Extending Purchaser Group to the extent required pursuant to Section 2.5(d), (ii)
second, deposited in the Series 2004-4 Reserve Account in an amount up to the excess, if
any, of the Series 2004-4 Required Reserve Account Amount for such date, after giving effect
to any Increase or Decrease on such date, over the Series 2004-4 Available Reserve Account
Amount for such date, (iii) third, to the extent directed by CRCF used to pay the principal
amount of other Series of Notes that are then required to be paid, (iv) fourth, to the
extent directed in writing by the Administrator, used to make a voluntary Decrease in the
Series 2004-4 Invested Amount, (v) fifth, to the extent directed in writing by the
Administrator used to make a voluntary decrease in the Invested Amount of any other Series
of Notes that may be reduced in accordance with the Indenture, (vi) sixth, released to AESOP
Leasing in an amount equal to (A) the Loan Agreement’s Share with respect to the AESOP I
Operating Lease Loan Agreement as of such date times (B) 100% minus the Loan Payment
Allocation Percentage with respect to the AESOP I Operating Lease Loan Agreement as of such
date times (C) the amount of any remaining funds and (vii) seventh, paid to CRCF and
used 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, in the case of clauses (v), (vi) and (vii), that no 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 2004-4 Excess Collection
Account will be withdrawn by the Trustee, deposited in the



36









 






Series 2004-4 Collection Account and allocated as Principal Collections to reduce the Series 2004-4 Invested Amount on the
immediately succeeding Distribution Date.




     (f) Past Due Rental Payments. Notwithstanding Section 3.2(a), if after the
occurrence of a Series 2004-4 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 2004-4 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 2004-4 Collection Account
an amount equal to the Series 2004-4 Invested Percentage as of the date of the occurrence of
such Series 2004-4 Lease Payment Deficit of the Collections attributable to such Past Due
Rent Payment (the “Series 2004-4 Past Due Rent Payment”). The Administrator shall
instruct the Trustee in writing pursuant to the Administration Agreement to withdraw from
the Series 2004-4 Collection Account and apply the Series 2004-4 Past Due Rent Payment in
the following order:




     (i) if the occurrence of such Series 2004-4 Lease Payment Deficit resulted in a
withdrawal being made from the Series 2004-4 Reserve Account pursuant to Section
3.3(b), deposit in the Series 2004-4 Reserve Account an amount equal to the lesser
of (x) the Series 2004-4 Past Due Rent Payment and (y) the excess, if any, of the
Series 2004-4 Required Reserve Account Amount over the Series 2004-4 Available
Reserve Account Amount on such day;




     (ii) if the occurrence of the related Series 2004-4 Lease Payment Deficit
resulted in one or more Lease Deficit Disbursements being made under the Series
2004-4 Letters of Credit, pay to each Series 2004-4 Letter of Credit Provider who
made such a Lease Deficit Disbursement for application in accordance with the provisions of the applicable Series 2004-4 Reimbursement
Agreement an amount equal to the lesser of (x) the unreimbursed amount of such
Series 2004-4 Letter of Credit Provider’s Lease Deficit Disbursement and (y) such
Series 2004-4 Letter of Credit Provider’s pro rata share, calculated
on the basis of the unreimbursed amount of each Series 2004-4 Letter of Credit
Provider’s Lease Deficit Disbursement, of the amount of the Series 2004-4 Past Due
Rent Payment remaining after payment pursuant to clause (i) above;




     (iii) if the occurrence of such Series 2004-4 Lease Payment Deficit resulted in
a withdrawal being made from the Series 2004-4 Cash Collateral Account, deposit in
the Series 2004-4 Cash Collateral Account an amount equal to the lesser of (x) the
amount of the Series 2004-4 Past Due Rent Payment remaining after any payment
pursuant to clauses (i) and (ii) above and (y) the amount withdrawn from the Series
2004-4 Cash Collateral Account on account of such Series 2004-4 Lease Payment
Deficit;




     (iv) allocate to the Series 2004-4 Accrued Interest Account the amount, if any,
by which the Series 2004-4 Lease Interest Payment Deficit, if any, relating to such
Series 2004-4 Lease Payment Deficit exceeds the amount of the Series



37









 






2004-4 Past Due Rent Payment applied pursuant to clauses (i), (ii) and (iii) above; and




     (v) treat the remaining amount of the Series 2004-4 Past Due Rent Payment as
Principal Collections allocated to the Series 2004-4 Notes in accordance with
Section 3.2(a)(ii) or 3.2(b)(ii), as the case may be.



          Section 3.3. Payments to Noteholders. The Funding Agent with respect to each
Purchaser Group shall provide written notice to the Administrative Agent (x) no later than two (2)
Business Days prior to each Determination Date, setting forth the Monthly Funding Costs with
respect to such Purchaser Group with respect to the portion of the current Series 2004-4 Interest
Period ending on such Business Day and a reasonable estimation of the Monthly Funding Costs with
respect to such Purchaser Group for the remainder of such Series 2004-4 Interest Period and (y)
within three (3) Business Days after the end of each calendar month, setting forth the Monthly
Funding Costs (calculated as if such calendar month was a Series 2004-4 Interest Period) with
respect to such Purchaser Group for such calendar month. The Administrative Agent shall, within
two (2) Business Days following its receipt of such information from each Funding Agent, compile
the information provided in such written notice pursuant to (x) or (y) above, as applicable, into
one written notice for all Purchaser Groups and forward such notice to the Administrator. If the
actual amount of the Monthly Funding Costs with respect to any Purchaser Group for a Series 2004-4
Interest Period is less than or greater than the amount thereof estimated by the Funding Agent with
respect to such Purchaser Group on a Determination Date, such Funding Agent shall notify the
Administrator and the Administrative Agent thereof on the next succeeding Determination Date and
the Administrator will reduce or increase the Monthly Funding Costs with respect to such Purchaser
Group for the next succeeding Series 2004-4 Interest Period accordingly. The Administrator shall
determine the Series 2004-4 Note Rate for the last Series 2004-4 Interest Period on the Determination Date immediately preceding the final Distribution
Date based on the information provided by the Funding Agents. If a Funding Agent determines that
the actual Monthly Funding Costs with respect to its Purchaser Group for the last Series 2004-4
Interest Period will be more or less than the estimate thereof provided to the Administrator and
informs the Administrator of such variance prior to the Distribution Date for such Series 2004-4
Interest Period, the Administrator will recalculate the Series 2004-4 Note Rate for such Series
2004-4 Interest Period. 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
3.3(a) below in respect of all funds available from Series 2004-4 Interest Rate Cap Proceeds and
Interest Collections processed since the preceding Distribution Date and allocated to the holders
of the Series 2004-4 Notes.





     (a) Note Interest and Commitment Fees with respect to the Series 2004-4 Notes.
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 3.4 from the Series 2004-4 Accrued Interest Account to the
extent funds are anticipated to be available from Interest Collections allocable to the
Series 2004-4 Notes and the Series 2004-4 Interest Rate Cap Proceeds



38









 






processed from, but not including, the preceding Distribution Date through the succeeding Distribution Date in
respect of (x) first, an amount equal to the Series 2004-4 Monthly Interest for the Series
2004-4 Interest Period ending on the day preceding the related Distribution Date, (y)
second, an amount equal to the Commitment Fees for each Purchaser Group for the Series
2004-4 Interest Period ending on the day preceding the related Distribution Date, and (z)
third, an amount equal to the amount of any unpaid Series 2004-4 Shortfall as of the
preceding Distribution Date (together with any accrued interest on such Series 2004-4
Shortfall). On the following Distribution Date, the Trustee shall withdraw the amounts
described in the first sentence of this Section 3.3(a) from the Series 2004-4 Accrued
Interest Account and deposit such amounts in the Series 2004-4 Distribution Account.




     (b) Withdrawals from Series 2004-4 Reserve Account. If the Administrator
determines on any Distribution Date that the amounts available from the Series 2004-4
Accrued Interest Account are insufficient to pay the sum of the amounts described in clauses
(x), (y) and (z) of Section 3.3(a) above on such Distribution Date, the Administrator shall
instruct the Trustee in writing to withdraw from the Series 2004-4 Reserve Account and
deposit in the Series 2004-4 Distribution Account on such Distribution Date an amount equal
to the lesser of the Series 2004-4 Available Reserve Account Amount and such insufficiency.
The Trustee shall withdraw such amount from the Series 2004-4 Reserve Account and deposit
such amount in the Series 2004-4 Distribution Account.




     (c) 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 of the amount of any
Series 2004-4 Lease Payment Deficit, such notification to be in the form of Exhibit
F (each a “Lease Payment Deficit Notice”).




     (d) Draws on Series 2004-4 Letters of Credit For Series 2004-4 Lease Interest
Payment Deficits. If the Administrator determines on any Distribution Date that there
exists a Series 2004-4 Lease Interest Payment Deficit, the Administrator shall instruct the
Trustee in writing to draw on the Series 2004-4 Letters of Credit, if any, and, the Trustee
shall, by 12:00 noon (New York City time) on such Distribution Date draw an amount
(identified by the Administrator) equal to the least of (i) such Series 2004-4 Lease
Interest Payment Deficit, (ii) the excess, if any, of the sum of the amounts described in
clauses (x), (y) and (z) of Section 3.3(a) above on such Distribution Date over the amounts
available from the Series 2004-4 Accrued Interest Account on such Distribution Date plus the
amount withdrawn from the Series 2004-4 Reserve Account pursuant to Section 3.3(b) and (iii)
the Series 2004-4 Letter of Credit Liquidity Amount on the Series 2004-4 Letters of Credit
by presenting to each Series 2004-4 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 2004-4 Distribution Account on such Distribution Date for
distribution in accordance with Section 3.4; provided, however, that if the
Series 2004-4 Cash Collateral Account has been established and funded, the Trustee shall
withdraw from the Series 2004-4 Cash Collateral Account and deposit in the Series 2004-4
Distribution Account an amount equal to the lesser of (x) the Series 2004-4 Cash Collateral
Percentage on such Distribution Date of the least of the amounts



39









 






described in clauses (i), (ii) and (iii) above and (y) the Series 2004-4 Available Cash Collateral Account Amount on
such Distribution Date and draw an amount equal to the remainder of such amount on the
Series 2004-4 Letters of Credit.




     (e) 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 3.3(a)), if any, of the amounts available from the Series
2004-4 Accrued Interest Account as follows:




     (i) on each Distribution Date during the Series 2004-4 Revolving Period, (1)
first, to the Administrator, an amount equal to the Series 2004-4 Percentage as of
the beginning of such Series 2004-4 Interest Period of the portion of the Monthly
Administration Fee payable by CRCF (as specified in clause (iii) of the definition
thereof) for such Series 2004-4 Interest Period, (2) second, to the Trustee, an
amount equal to the Series 2004-4 Percentage as of the beginning of such Series
2004-4 Interest Period of the Trustee’s fees for such Series 2004-4 Interest Period,
(3) third, to the Series 2004-4 Distribution Account to pay any Article VII Costs,
(4) fourth, 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
2004-4 Percentage as of the beginning of such Series 2004-4 Interest Period of such
Carrying Charges (other than Carrying Charges provided for above) for such Series
2004-4 Interest Period, and (5) fifth, the balance, if any (“Excess
Collections”), shall be withdrawn by the Paying Agent from the Series 2004-4
Collection Account and deposited in the Series 2004-4 Excess Collection Account; and




     (ii) on each Distribution Date during the Series 2004-4 Amortization Period,
(1) first, to the Trustee, an amount equal to the Series 2004-4 Percentage as of the
beginning of such Series 2004-4 Interest Period of the Trustee’s fees for such
Series 2004-4 Interest Period, (2) second, to the Administrator, an amount equal to
the Series 2004-4 Percentage as of the beginning of such Series 2004-4 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 2004-4 Interest
Period, (3) third, to the Series 2004-4 Distribution Account to pay any Article VII
Costs, (4) fourth, 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 2004-4 Percentage as of the beginning of such Series 2004-4 Interest Period
of such Carrying Charges (other than Carrying Charges provided for above) for such
Series 2004-4 Interest Period, and (5) fifth, the balance, if any, shall be treated
as Principal Collections.




     (f) Shortfalls. If the amounts described in Section 3.3 are insufficient to
pay the Series 2004-4 Monthly Interest and the Commitment Fees of the Purchaser Groups on
any Distribution Date, payments of interest to the Series 2004-4 Noteholders and payments of
Commitment Fees to the Purchaser Groups will be reduced on a pro rata basis
by the amount of such deficiency. The aggregate amount, if any, of such deficiency



40









 






on any Distribution Date shall be referred to as the “Series 2004-4 Shortfall.” Interest
shall accrue on the Series 2004-4 Shortfall at the Alternate Base Rate plus 2% per annum.



          Section 3.4. Payment of Note Interest and Commitment Fees. 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 Administrative Agent for the accounts of the Purchaser Groups
from the Series 2004-4 Distribution Account the amounts due to the Purchaser Groups deposited in
the Series 2004-4 Distribution Account pursuant to Section 3.3. Upon the receipt of funds from the
Paying Agent on each Distribution Date on account of Series 2004-4 Monthly Interest, the
Administrative Agent shall pay to each Funding Agent with respect to a Purchaser Group an amount
equal to the Monthly Funding Costs with respect to such Purchaser Group with respect to the Series
2004-4 Interest Period ending on the day preceding such Distribution Date plus the amount
of any unpaid Series 2004-4 Shortfalls relating to unpaid Series 2004-4 Monthly Interest payable to
such Purchaser Group as of the preceding Distribution Date, together with any interest thereon at
the Alternate Base Rate plus 2% per annum. If the amount paid to the Administrative Agent on any
Distribution Date pursuant to this Section 3.4 on account of Series 2004-4 Monthly Interest for the
Series 2004-4 Interest Period ending on the day preceding such Distribution Date is less than such
Series 2004-4 Monthly Interest, the Administrative Agent shall pay the amount available to the
Funding Agents, on behalf of the Purchaser Groups, on a pro rata basis, based on
the Monthly Funding Costs with respect to each Purchaser Group with respect to such Series 2004-4
Interest Period. Upon the receipt of funds from the Paying Agent on each Distribution Date on
account of Commitment Fees, the Administrative Agent shall pay to each Funding Agent with respect
to a Purchaser Group an amount equal to the Commitment Fee payable to such Purchaser Group with
respect to the Series 2004-4 Interest Period ending on the day preceding such Distribution Date
plus the amount of any unpaid Series 2004-4 Shortfalls relating to unpaid
Commitment Fees payable to such Purchaser Group as of the preceding Distribution Date,
together with any interest thereon at the Alternate Base Rate plus 2% per annum. If the amount
paid to the Administrative Agent on any Distribution Date pursuant to this Section 3.4 on account
of Commitment Fees is less than the Commitment Fees payable on such Distribution Date, the
Administrative Agent shall pay the amount available to the Funding Agents, on behalf of the
Purchaser Groups, on a pro rata basis, based on the Commitment Fee payable to each
Purchaser Group on such Distribution Date. Upon the receipt of funds from the Trustee or the
Paying Agent on any Distribution Date on account of Article VII Costs, the Administrative Agent
shall pay such amounts to the Funding Agent with respect to the CP Conduit Purchaser or the APA
Bank owed such amounts. If the amounts paid to the Administrative Agent on any Distribution Date
pursuant to Section 3.3(e) on account of Article VII Costs are less than the Article VII Costs due
and payable on such Distribution Date, the Administrative Agent shall pay the amounts available to
the Funding Agents with respect to the CP Conduit Purchasers and APA Banks owed such amounts, on a
pro rata basis, based on the Article VII Costs owing to such CP Conduit Purchasers
and APA Banks. Due and unpaid Article VII Costs owing to a Purchaser Group shall accrue interest
at the Alternate Base Rate plus 2%; provided that Article VII Costs shall not be
considered due until the first Distribution Date following five (5) days’ notice to CRCF and the
Administrator of such Article VII Costs.




          Section 3.5. Payment of Note Principal. (a) Monthly Payments During Series
2004-4 Amortization Period. Commencing on the first Determination Date after the commencement








41









 







of the Series 2004-4 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 3.5 as to (i) the amount allocated to the Series 2004-4 Notes during the Related Month
pursuant to Section 3.2(b)(ii) or (c)(ii), as the case may be, and the portion of such amount, if
any, that has been previously applied to make a Decrease pursuant to Section 2.5, (ii) any amounts
to be withdrawn from the Series 2004-4 Reserve Account and deposited into the Series 2004-4
Distribution Account or (iii) any amounts to be drawn on the Series 2004-4 Demand Notes and/or on
the Series 2004-4 Letters of Credit (or withdrawn from the Series 2004-4 Cash Collateral Account).
On the Distribution Date following each such Determination Date, the Trustee shall withdraw the
amount allocated to the Series 2004-4 Notes during the Related Month pursuant to Section 3.2(b)(ii)
or (c)(ii), as the case may be, less the portion of such amount, if any, that has been previously
applied to make a Decrease pursuant to Section 2.5, from the Series 2004-4 Collection Account and
deposit such amount in the Series 2004-4 Distribution Account, to be paid to the holders of the
Series 2004-4 Notes.




          (b) Decreases. On any Business Day during the Series 2004-4 Revolving Period on which
a Decrease is to be made pursuant to Section 2.5, the Trustee shall withdraw from the Series 2004-4
Excess Collection Account in accordance with the written instructions of the Administrator an
amount equal to the lesser of (i) the funds then allocated to the Series 2004-4 Excess Collection
Account and (ii) the amount of such Decrease, and deposit such amount in the Series 2004-4
Distribution Account, to be paid to the Administrative Agent for distribution in accordance with
Section 3.5(f).




          (c) Principal Deficit Amount. On each Distribution Date on which the Principal
Deficit Amount is greater than zero, amounts shall be transferred to the Series 2004-4 Distribution
Account as follows:





     (i) Reserve Account Withdrawal. The Administrator shall instruct the Trustee
in writing, prior to 12:00 noon (New York City time) on such Distribution Date, in the case
of a Principal Deficit Amount resulting from a Series 2004-4 Lease Payment Deficit, or prior
to 12:00 noon (New York City time) on the second Business Day prior to such Distribution
Date, in the case of any other Principal Deficit Amount, to withdraw from the Series 2004-4
Reserve Account, an amount equal to the lesser of (x) the Series 2004-4 Available Reserve
Account Amount and (y) such Principal Deficit Amount and deposit it in the Series 2004-4
Distribution Account on such Distribution Date.




     (ii) Principal Draws on Series 2004-4 Letters of Credit. If the Administrator
determines on any Distribution Date during the Series 2004-4 Amortization Period that there
exists a Series 2004-4 Lease Principal Payment Deficit, the Administrator shall instruct the
Trustee in writing to draw on the Series 2004-4 Letters of Credit, if any, as provided
below. Upon receipt of a notice by the Trustee from the Administrator in respect of a
Series 2004-4 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 equal to the least of (1) such Series 2004-4 Lease
Principal Payment Deficit, (2) the amount by which the Principal Deficit Amount on such
Distribution Date exceeds the amount to be deposited in the Series 2004-4 Distribution
Account in accordance with clause (i) of this Section



42









 






3.5(c) and (3) the Series 2004-4 Letter of Credit Amount on the Series 2004-4 Letters of Credit by presenting to each Series
2004-4 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 2004-4
Distribution Account on such Distribution Date; provided, however, that if
the Series 2004-4 Cash Collateral Account has been established and funded, the Trustee shall
withdraw from the Series 2004-4 Cash Collateral Account and deposit in the Series 2004-4
Distribution Account an amount equal to the lesser of (x) the Series 2004-4 Cash Collateral
Percentage on such Distribution Date of the least of the amounts described in clauses (1),
(2) and (3) above and (y) the Series 2004-4 Available Cash Collateral Account Amount on
such Distribution Date and draw an amount equal to the remainder of such amount on the
Series 2004-4 Letters of Credit.




     (iii) Demand Note Draw. If on any Determination Date, the Administrator
determines that the Principal Deficit Amount on the next succeeding Distribution Date (after
giving effect to any withdrawal from the Series 2004-4 Reserve Account pursuant to Section
3.5(c)(i) on such Distribution Date) will be greater than zero and there are any Series
2004-4 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 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
2004-4 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)
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 2004-4 Demand Notes to be deposited
into the Series 2004-4 Distribution Account.




     (iv) 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 in the Series 2004-4
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 2004-4 Letters of Credit an amount equal to the lesser of (1) Series 2004-4 Letter of
Credit Amount and (2) the aggregate amount that the Demand Note Issuers failed to pay under
the Series 2004-4 Demand Notes (or, the amount that the Trustee failed to demand for payment
thereunder) by presenting to each Series 2004-4 Letter of Credit Provider a draft
accompanied by a Certificate of Unpaid Demand Note Demand; provided,
however, that if the Series 2004-4 Cash Collateral Account has been established and
funded, the Trustee shall withdraw from the Series 2004-4 Cash



43









 






Collateral Account and deposit in the Series 2004-4 Distribution Account an amount equal to the lesser of (x) the
Series 2004-4 Cash Collateral Percentage on such Business Day of the aggregate amount that
the Demand Note Issuers failed to pay under the Series 2004-4 Demand Notes (or, the amount
that the Trustee failed to demand for payment thereunder) and (y) the Series 2004-4
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 2004-4 Demand Notes (or, the amount that the Trustee failed to demand for payment
thereunder) on the Series 2004-4 Letters of Credit. The Trustee shall deposit into, or
cause the deposit of, the proceeds of any draw on the Series 2004-4 Letters of Credit and
the proceeds of any withdrawal from the Series 2004-4 Cash Collateral Account to be
deposited in the Series 2004-4 Distribution Account.



          (d) Series 2004-4 Termination Date. The entire Series 2004-4 Invested Amount shall be
due and payable on the Series 2004-4 Termination Date. In connection therewith:





     (i) Reserve Account Withdrawal. If, after giving effect to the deposit into
the Series 2004-4 Distribution Account of the amount to be deposited in accordance with
Section 3.5(a), together with any amounts to be deposited therein in accordance with Section
3.5(c) on the Series 2004-4 Termination Date, the amount to be deposited in the Series
2004-4 Distribution Account with respect to the Series 2004-4 Termination Date is or will be
less than the Series 2004-4 Invested Amount, then, prior to 12:00 noon
(New York City time) on the second Business Day prior to the Series 2004-4 Termination
Date, the Administrator shall instruct the Trustee in writing to withdraw from the Series
2004-4 Reserve Account, an amount equal to the lesser of the Series 2004-4 Available Reserve
Account Amount and such insufficiency and deposit it in the Series 2004-4 Distribution
Account on the Series 2004-4 Termination Date.




     (ii) Demand Note Draw. If the amount to be deposited in the Series 2004-4
Distribution Account in accordance with Section 3.5(a) together with any amounts to be
deposited therein in accordance with Section 3.5(c) and Section 3.5(d)(i) on the Series
2004-4 Termination Date is less than the Series 2004-4 Invested Amount, and there are any
Series 2004-4 Letters of Credit on such date, then, prior to 10:00 a.m. (New York City time)
on the second Business Day prior to the Series 2004-4 Termination Date, the Administrator
shall instruct the Trustee in writing to make a demand (a “Demand Notice”)
substantially in the form attached hereto as Exhibit G on the Demand Note Issuers
for payment under the Series 2004-4 Demand Notes in an amount equal to the lesser of (1)
such insufficiency and (2) the Series 2004-4 Letter of Credit Amount. The Trustee shall,
prior to 12:00 noon (New York City time) on the second Business Day preceding the Series
2004-4 Termination 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



44









 






on the Series 2004-4 Demand Notes to be deposited into the Series 2004-4 Distribution Account.




     (iii) 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 (ii) of this Section 3.5(d) any Demand Note Issuer
shall have failed to pay to the Trustee or deposit into the Series 2004-4 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 the Series
2004-4 Termination Date, then, in the case of (x) or (y) the Trustee shall draw on the
Series 2004-4 Letters of Credit by 12:00 noon (New York City time) on such Business Day an
amount equal to the lesser of (1) the amount that the Demand Note Issuers failed to pay
under the Series 2004-4 Demand Notes (or, the amount that the Trustee failed to demand for
payment thereunder) and (2) the Series 2004-4 Letter of Credit Amount on such Business Day
by presenting to each Series 2004-4 Letter of Credit Provider a draft accompanied by a
Certificate of Unpaid Demand Note Demand; provided, however, that if the
Series 2004-4 Cash Collateral Account has been established and funded, the Trustee shall
withdraw from the Series 2004-4 Cash Collateral Account and deposit in the Series 2004-4
Distribution Account an amount equal to the lesser of (x) the Series 2004-4 Cash Collateral
Percentage on such Business Day of the amount that the Demand Note Issuers failed to
pay under the Series 2004-4 Demand Notes (or, the amount that the Trustee failed to demand
for payment thereunder) and (y) the Series 2004-4 Available 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 2004-4 Demand Notes (or, the amount that the
Trustee failed to demand for payment thereunder) on the Series 2004-4 Letters of Credit.
The Trustee shall deposit, or cause the deposit of, the proceeds of any draw on the Series
2004-4 Letters of Credit and the proceeds of any withdrawal from the Series 2004-4 Cash
Collateral Account to be deposited in the Series 2004-4 Distribution Account.



          (e) Distribution to the Administrative Agent. On each Distribution Date occurring on
or after the date a withdrawal is made from the Series 2004-4 Collection Account pursuant to
Section 3.5(a) or amounts are deposited in the Series 2004-4 Distribution Account pursuant to
Section 3.5(c) and/or (d), the Paying Agent shall, in accordance with Section 6.1 of the Base
Indenture, pay to the Administrative Agent for the accounts of the Purchaser Groups from the Series
2004-4 Distribution Account the amount deposited therein pursuant to Section 3.5(a), (c) and/or
(d).




          (f) Distribution by Administrative Agent to Purchaser Groups. Upon the receipt of
funds on account of a Decrease from the Trustee, the Administrative Agent shall pay first, to each
Funding Agent with respect to a Non-Extending Purchaser Group a pro rata amount of
the Decrease, based on the Purchaser Group Invested Amounts with respect to such Non-





45










 





Extending Purchaser Group relative to the Purchaser Group Invested Amounts with respect to all
Non-Extending Purchaser Groups on the date of such Decrease and second, to each Funding Agent with
respect to a Purchaser Group, such Purchaser Group’s Pro Rata Share of the remaining amount of such
Decrease. Each Purchaser Group’s share of the amount of any Decrease on any Business Day shall be
allocated by such Purchaser Group first to reduce the Available CP Funding Amount with respect to
such Purchaser Group and the Available APA Bank Funding Amount with respect to such Purchaser Group
on such Business Day and then to reduce the portion of the Purchaser Group Invested Amount with
respect to such Purchaser Group allocated to CP Tranches and Eurodollar Tranches in such order as
such Purchaser Group may select in order to minimize costs payable pursuant to Section 7.3. Upon
the receipt of funds from the Trustee pursuant to Sections 3.5(a), (c) and/or (d) on any
Distribution Date, the Administrative Agent shall pay to each Funding Agent with respect to a
Purchaser Group, such Purchaser Group’s Pro Rata Share of such funds.




          Section 3.6. 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 3.7. Series 2004-4 Reserve Account. (a) Establishment of Series 2004-4
Reserve Account. CRCF shall establish and maintain in the name of the Series 2004-4 Agent for
the benefit of the Series 2004-4 Noteholders, or cause to be established and maintained, an account
(the “Series 2004-4 Reserve Account”), bearing a designation clearly indicating that the
funds deposited therein are held for the benefit of the Series 2004-4 Noteholders. The Series
2004-4 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
2004-4 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 30 days of such reduction, establish a new Series 2004-4 Reserve
Account with a new Qualified Institution. If the Series 2004-4 Reserve Account is not maintained
in accordance with the previous sentence, CRCF shall establish a new Series 2004-4 Reserve Account,
within ten (10) Business Days after obtaining knowledge of such fact, which complies with such
sentence, and shall instruct the Series 2004-4 Agent in writing to transfer all cash and
investments from the non-qualifying Series 2004-4 Reserve Account into the new Series 2004-4 Reserve Account. Initially, the
Series 2004-4 Reserve Account will be established with The Bank of New York.



46









 





          (b) Administration of the Series 2004-4 Reserve Account. The Administrator may
instruct the institution maintaining the Series 2004-4 Reserve Account to invest funds on deposit
in the Series 2004-4 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 2004-4 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
2004-4 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 2004-4 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 purchase price of such Permitted Investments. In the absence of written
investment instructions hereunder, funds on deposit in the Series 2004-4 Reserve Account shall
remain uninvested.



          (c) Earnings from Series 2004-4 Reserve Account. All interest and earnings (net of
losses and investment expenses) paid on funds on deposit in the Series 2004-4 Reserve Account shall
be deemed to be on deposit therein and available for distribution.



          (d) Series 2004-4 Reserve Account Constitutes Additional Collateral for Series 2004-4
Notes. In order to secure and provide for the repayment and payment of the CRCF Obligations
with respect to the Series 2004-4 Notes, CRCF hereby grants a security interest in and assigns,
pledges, grants, transfers and sets over to the Series 2004-4 Agent, for the benefit of the Series
2004-4 Noteholders, all of CRCF’s right, title and interest in and to the following (whether now or
hereafter existing or acquired): (i) the Series 2004-4 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 2004-4 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 2004-4 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 2004-4 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 2004-4 Reserve Account Collateral”). The Series 2004-4 Agent
shall possess all right, title and interest in and to all funds on deposit from time to time in the
Series 2004-4 Reserve Account and in all proceeds thereof, and shall be the only person authorized
to originate entitlement orders in respect of the Series 2004-4 Reserve Account. The Series 2004-4
Reserve Account Collateral shall be under the sole dominion and control of the Series 2004-4 Agent
for



47









 







the benefit of the Series 2004-4 Noteholders. The Series 2004-4 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 2004-4 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 2004-4 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) Preference Amount Withdrawals from the Series 2004-4 Reserve Account or the Series
2004-4 Cash Collateral Account. If a member of a Purchaser Group notifies the Trustee in
writing of the existence of a Preference Amount, then, subject to the satisfaction of the
conditions set forth in the next succeeding sentence, on the Business Day on which those conditions
are first satisfied, the Trustee shall withdraw from either (x) prior to the Series 2004-4 Letter
of Credit Termination Date, the Series 2004-4 Reserve Account or (y) on or after the Series 2004-4
Letter of Credit Termination Date, the Series 2004-4 Cash Collateral Account and pay to the Funding
Agent for such member an amount equal to such Preference Amount. Prior to any withdrawal from the
Series 2004-4 Reserve Account or the Series 2004-4 Cash Collateral Account pursuant to this Section
3.7(e), the Trustee shall have received (i) a certified copy of the order requiring the return of
such Preference Amount; (ii) an opinion of counsel satisfactory to the Trustee that such order is
final and not subject to appeal; and (iii) a release as to any claim against CRCF by the Purchaser
Group for any amount paid in respect of such Preference Amount. On the Business Day after Series
2004-4 Letter of Credit Termination Date, the Trustee shall transfer the amount on deposit in the
Series 2004-4 Reserve Account to the Series 2004-4 Cash Collateral Account.



          (f) Series 2004-4 Reserve Account Surplus. In the event that the Series 2004-4
Reserve Account Surplus on any Distribution Date, after giving effect to all withdrawals from the
Series 2004-4 Reserve Account, is greater than zero, the Trustee, acting in accordance with the
written instructions of the Administrator pursuant to the Administration Agreement, shall withdraw
from the Series 2004-4 Reserve Account an amount equal to the Series 2004-4 Reserve Account Surplus
and shall pay such amount to CRCF.



          (g) Termination of Series 2004-4 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 2004-4 Noteholders and payable from the Series 2004-4 Reserve Account as
provided herein, shall withdraw from the Series 2004-4 Reserve Account all amounts on deposit
therein for payment to CRCF.



          Section 3.8. Series 2004-4 Letters of Credit and Series 2004-4 Cash Collateral
Account. (a) Series 2004-4 Letters of Credit and Series 2004-4 Cash Collateral Account
Constitute Additional Collateral for Series 2004-4 Notes. In order to secure and provide for
the repayment and payment of CRCF’s obligations with respect to the Series 2004-4 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 2004-4 Noteholders, all of CRCF’s right, title and interest
in and to the following (whether now or hereafter existing or acquired): (i) each Series 2004-4



48









 







Letter of Credit; (ii) the Series 2004-4 Cash Collateral Account, including any security
entitlement thereto; (iii) all funds on deposit in the Series 2004-4 Cash Collateral Account from
time to time; (iv) all certificates and instruments, if any, representing or evidencing any or all
of the Series 2004-4 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 2004-4 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 2004-4 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 2004-4 Cash Collateral Account
Collateral”). The Trustee shall, for the benefit of the Series 2004-4 Noteholders, possess all
right, title and interest in all funds on deposit from time to time in the Series 2004-4 Cash
Collateral Account and in all proceeds thereof, and shall be the only person authorized to
originate entitlement orders in respect of the Series 2004-4 Cash Collateral Account. The Series
2004-4 Cash Collateral Account shall be under the sole dominion and control of the Trustee for the
benefit of the Series 2004-4 Noteholders. The Series 2004-4 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 2004-4 Cash Collateral 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 2004-4 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 2004-4 Letter of Credit Expiration Date. If prior to the date which is ten
(10) days prior to the then scheduled Series 2004-4 Letter of Credit Expiration Date with respect
to any Series 2004-4 Letter of Credit, excluding the amount available to be drawn under such Series
2004-4 Letter of Credit but taking into account each substitute Series 2004-4 Letter
of Credit which has been obtained from a Series 2004-4 Eligible Letter of Credit Provider and
is in full force and effect on such date, the Series 2004-4 Enhancement Amount would be equal to or
more than the Series 2004-4 Required Enhancement Amount and the Series 2004-4 Liquidity Amount
would be equal to or greater than the Series 2004-4 Required Liquidity Amount, then the
Administrator shall notify the Trustee in writing no later than two Business Days prior to such
Series 2004-4 Letter of Credit Expiration Date of such determination. If prior to the date which
is ten (10) days prior to the then scheduled Series 2004-4 Letter of Credit Expiration Date with
respect to any Series 2004-4 Letter of Credit, excluding the amount available to be drawn under
such Series 2004-4 Letter of Credit but taking into account a substitute Series 2004-4 Letter of
Credit which has been obtained from a Series 2004-4 Eligible Letter of Credit Provider and is in
full force and effect on such date, the Series 2004-4 Enhancement Amount would be less than the
Series 2004-4 Required Enhancement Amount or the Series 2004-4 Liquidity Amount would be less than
the Series 2004-4 Required Liquidity Amount, then the Administrator shall notify the Trustee in
writing no later than two (2) Business Days prior to such Series 2004-4 Letter of Credit Expiration
Date of (x) the greater of (A) the excess, if any, of the Series 2004-4 Required Enhancement Amount
over the Series 2004-4 Enhancement Amount, excluding the available amount under such expiring
Series 2004-4 Letter of Credit but taking



49









 







into account any substitute Series 2004-4 Letter of
Credit which has been obtained from a Series 2004-4 Eligible Letter of Credit Provider and is in
full force and effect, on such date, and (B) the excess, if any, of the Series 2004-4 Required
Liquidity Amount over the Series 2004-4 Liquidity Amount, excluding the available amount under such
expiring Series 2004-4 Letter of Credit but taking into account any substitute Series 2004-4 Letter
of Credit which has been obtained from a Series 2004-4 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 2004-4 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 the lesser of the amounts set forth in clauses (x) and (y) above on such expiring Series
2004-4 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 2004-4 Cash Collateral
Account.



          If the Trustee does not receive the notice from the Administrator described in the first
paragraph of this Section 3.8(b) on or prior to the date that is two (2) Business Days prior to
each Series 2004-4 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 2004-4 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 2004-4 Cash Collateral Account.



          (c) Series 2004-4 Letter of Credit Providers. The Administrator shall notify the
Trustee in writing within one Business Day of becoming aware that (i) the long-term senior
unsecured debt, deposit, claims paying or credit (as the case may be) rating of any Series 2004-4
Letter of Credit Provider has fallen below “A” as determined by Standard & Poor’s or “A1” as
determined by Moody’s or (ii) the short-term senior unsecured debt, deposit, claims paying or
credit (as the case may be) rating of any Series 2004-4 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 2004-4 Required Enhancement Amount over the Series 2004-4 Enhancement Amount, excluding the
available amount under the Series 2004-4 Letter of Credit issued by such Series 2004-4 Letter of
Credit Provider, on such date, and (B) the excess, if any, of the Series 2004-4 Required Liquidity
Amount over the Series 2004-4 Liquidity Amount, excluding the available amount under such Series
2004-4 Letter of Credit, on such date, and (ii) the amount available to be drawn on such Series
2004-4 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 2004-4 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 2004-4 Cash Collateral Account.



          (d) Draws on the Series 2004-4 Letters of Credit. If there is more than one Series
2004-4 Letter of Credit on the date of any draw on the Series 2004-4 Letters of Credit



50









 







pursuant to
the terms of this Supplement, the Administrator shall instruct the Trustee, in writing, to draw on
each Series 2004-4 Letter of Credit in an amount equal to the LOC Pro Rata Share of the Series
2004-4 Letter of Credit Provider issuing such Series 2004-4 Letter of Credit of the amount of such
draw on the Series 2004-4 Letters of Credit.



          (e) Establishment of Series 2004-4 Cash Collateral Account. On or prior to the date
of any drawing under a Series 2004-4 Letter of Credit pursuant to Section 3.8(b) or (c) above, CRCF
shall establish and maintain in the name of the Trustee for the benefit of the Series 2004-4
Noteholders, or cause to be established and maintained, an account (the “Series 2004-4 Cash
Collateral Account”), bearing a designation clearly indicating that the funds deposited therein
are held for the benefit of the Series 2004-4 Noteholders. The Series 2004-4 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 2004-4 Cash Collateral
Account; provided that, if at any time such Qualified Institution is no longer a Qualified
Institution or the credit rating of any securities issued by such depository institution or trust
company shall be reduced to below “BBB-” by Standard & Poor’s or “Baa3” by Moody’s, then CRCF
shall, within 30 days of such reduction, establish a new Series 2004-4 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 2004-4 Cash Collateral Account. If a new Series 2004-4 Cash
Collateral Account is established, CRCF shall instruct the Trustee in
writing to transfer all cash and investments from the non-qualifying Series 2004-4 Cash
Collateral Account into the new Series 2004-4 Cash Collateral Account.



          (f) Administration of the Series 2004-4 Cash Collateral Account. CRCF may instruct
(by standing instructions or otherwise) the institution maintaining the Series 2004-4 Cash
Collateral Account to invest funds on deposit in the Series 2004-4 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 2004-4 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 2004-4 Cash
Collateral Account and any such Permitted Investments that constitute (i) physical property (and
that is not either a United States security entitlement or a security entitlement) shall be
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 2004-4 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 purchase price of such Permitted Investments. In the absence of
written investment instructions hereunder, funds on deposit in the Series 2004-4 Cash Collateral
Account shall remain uninvested.



51









 





          (g) Earnings from Series 2004-4 Cash Collateral Account. All interest and earnings
(net of losses and investment expenses) paid on funds on deposit in the Series 2004-4 Cash
Collateral Account shall be deemed to be on deposit therein and available for distribution.



          (h) Series 2004-4 Cash Collateral Account Surplus. In the event that the Series
2004-4 Cash Collateral Account Surplus on any Distribution Date (or, after the Series 2004-4 Letter
of Credit Termination Date, on any date) is greater than zero, the Trustee, acting in accordance
with the written instructions of the Administrator, shall withdraw from the Series 2004-4 Cash
Collateral Account an amount equal to the Series 2004-4 Cash Collateral Account Surplus and shall
pay such amount: first, to the Series 2004-4 Letter of Credit Providers to the extent of
any unreimbursed drawings under the related Series 2004-4 Reimbursement Agreement, for application
in accordance with the provisions of the related Series 2004-4 Reimbursement Agreement, and,
second, to CRCF any remaining amount.



          (i) Termination of Series 2004-4 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 2004-4 Noteholders and payable from the Series 2004-4 Cash Collateral Account as
provided herein, shall withdraw from the Series 2004-4 Cash Collateral Account all amounts on
deposit therein (to the extent not withdrawn pursuant to Section 3.8(h) above) and shall pay such
amounts: first, to the Series 2004-4 Letter of Credit Providers to the extent of any
unreimbursed drawings under the related Series 2004-4 Reimbursement Agreement, for application in
accordance with the provisions of the related Series 2004-4 Reimbursement Agreement, and,
second, to CRCF any remaining amount.



          (j) Termination Date Demands on the Series 2004-4 Letters of Credit. Prior to 10:00
a.m. (New York City time) on the Business Day immediately succeeding the Series 2004-4 Letter of
Credit Termination Date, the Administrator shall determine the Series 2004-4 Demand Note Payment
Amount as of the Series 2004-4 Letter of Credit Termination Date. If the Series 2004-4 Demand Note
Payment Amount is greater than zero, then the Administrator shall instruct the Trustee in writing
to draw on the Series 2004-4 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 excess of
the Series 2004-4 Demand Note Payment Amount over the Series 2004-4 Available Reserve Account
Amount (prior to giving effect to any transfer to the Series 2004-4 Cash Collateral Account
pursuant to Section 3.7(e) on such date) and (ii) the Series 2004-4 Letter of Credit Liquidity
Amount on the Series 2004-4 Letters of Credit by presenting to each Series 2004-4 Letter of Credit
Provider a draft accompanied by a Certificate of Termination Date Demand; provided,
however, that if the Series 2004-4 Cash Collateral Account has been established and funded,
the Trustee shall draw an amount equal to the product of (a) 100% minus the Series 2004-4 Cash
Collateral Percentage and (b) the lesser of the amounts referred to in clause (i) or (ii) on such
Business Day on the Series 2004-4 Letters of Credit as calculated by the Administrator and provided
in writing to the Trustee. The Trustee shall cause the Termination Date Disbursement to be
deposited in the Series 2004-4 Cash Collateral Account.




52










 






          Section 3.9. Series 2004-4 Distribution Account. (a) Establishment of Series
2004-4 Distribution Account. The Trustee shall establish and maintain in the name of the
Series 2004-4 Agent for the benefit of the Series 2004-4 Noteholders, or cause to be established
and maintained, an account (the “Series 2004-4 Distribution Account”), bearing a
designation clearly indicating that the funds deposited therein are held for the benefit of the
Series 2004-4 Noteholders. The Series 2004-4 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 2004-4 Distribution Account; provided that, if at any time
such Qualified Institution is no longer a Qualified Institution or the credit rating of any
securities issued by such depositary institution or trust company shall be reduced to below “BBB-”
by Standard & Poor’s or “Baa3” by Moody’s, then CRCF shall, within 30 days of such reduction,
establish a new Series 2004-4 Distribution Account with a new Qualified Institution. If the Series
2004-4 Distribution Account is not maintained in accordance with the previous sentence, CRCF shall
establish a new Series 2004-4 Distribution Account, within ten (10) Business Days after obtaining
knowledge of such fact, which complies with such sentence, and shall instruct the Series 2004-4
Agent in writing to transfer all cash and investments from the non-qualifying Series 2004-4
Distribution Account into the new Series 2004-4 Distribution Account. Initially, the Series 2004-4
Distribution Account will be established with The Bank of New York.




          (b) Administration of the Series 2004-4 Distribution Account. The Administrator may
instruct the institution maintaining the Series 2004-4 Distribution Account to invest funds on
deposit in the Series 2004-4 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 2004-4 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 2004-4 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 2004-4 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 purchase price of such Permitted Investments.
In the absence of written investment instructions hereunder, funds on deposit in the Series 2004-4
Distribution Account shall remain uninvested.




          (c) Earnings from Series 2004-4 Distribution Account. All interest and earnings (net
of losses and investment expenses) paid on funds on deposit in the Series 2004-4 Distribution
Account shall be deemed to be on deposit and available for distribution.




53









 








          (d) Series 2004-4 Distribution Account Constitutes Additional Collateral for Series 2004-4
Notes. In order to secure and provide for the repayment and payment of the CRCF Obligations
with respect to the Series 2004-4 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 2004-4
Noteholders, all of CRCF’s right, title and interest in and to the following (whether now or
hereafter existing or acquired): (i) the Series 2004-4 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 2004-4
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 2004-4 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 2004-4
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 2004-4 Distribution Account Collateral”). The Trustee shall possess all right,
title and interest in all funds on deposit from time to time in the Series 2004-4 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 2004-4 Distribution Account. The Series 2004-4
Distribution Account Collateral shall be under the sole dominion and control of the Trustee for
the benefit of the Series 2004-4 Noteholders. The Series 2004-4 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 2004-4 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 2004-4 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 3.10. Series 2004-4 Demand Notes Constitute Additional Collateral for Series
2004-4 Notes. In order to secure and provide for the repayment and payment of the obligations
with respect to the Series 2004-4 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 2004-4
Noteholders, all of CRCF’s right, title and interest in and to the following (whether now or
hereafter existing or acquired): (i) the Series 2004-4 Demand Notes; (ii) all certificates and
instruments, if any, representing or evidencing the Series 2004-4 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 2004-4 Noteholders, each Series
2004-4 Demand Note, endorsed in blank. The Trustee, for the benefit of the Series 2004-4
Noteholders, shall be the only Person authorized to make a demand for payments on the Series 2004-4
Demand Notes.




          Section 3.11. Series 2004-4 Interest Rate Caps. (a) On the Series 2004-4 Closing
Date, CRCF shall acquire one or more interest rate caps (each a “Series 2004-4 Interest Rate
Cap”), substantially in the form of Exhibit J, from a Qualified Interest Rate Cap
Counterparty. On the Series 2004-4 Closing Date, the aggregate notional amount of all Series




54









 







2004-4 Interest Rate Caps shall equal the Series 2004-4 Maximum Invested Amount, and the aggregate
notional amount of all Series 2004-4 Interest Rate Caps may be reduced pursuant to the related
Series 2004-4 Interest Rate Cap to the extent that the Series 2004-4 Maximum Invested Amount is
reduced after the Series 2004-4 Closing Date. In addition, CRCF shall acquire one or more
additional Series 2004-4 Interest Rate Caps in connection with any increase of the Series 2004-4
Maximum Invested Amount such that the aggregate notional amounts of all Series 2004-4 Interest Rate
Caps shall equal the Series 2004-4 Maximum Invested Amount after giving effect to such increase.
The strike rate of each Series 2004-4 Interest Rate Cap shall not be greater than 4.0%. On the
Series 2004-4 Closing Date, each Series 2004-4 Interest Rate Cap shall have a term that shall
extend to at least the Distribution Date falling in the thirty-first calendar month after the
Series 2004-4 Closing Date.




          (b) If, at any time, a Series 2004-4 Interest Rate Cap Counterparty is not a Qualified
Interest Rate Cap Counterparty, then CRCF shall cause the Series 2004-4 Interest Rate Cap
Counterparty within 30 days following such occurrence, at the Series 2004-4 Interest Rate Cap
Counterparty’s expense, to do one of the following (the choice of such action to be determined by
the Series 2004-4 Interest Rate Cap Counterparty) (i) obtain a replacement interest rate cap on the
same terms as the Series 2004-4 Interest Rate Cap to which such Series
2004-4 Interest Rate Cap Counterparty is a party from a Qualified Interest Rate Cap
Counterparty and simultaneously with such replacement CRCF shall terminate the Series 2004-4
Interest Rate Cap being replaced, (ii) obtain a guaranty from, or contingent agreement of, another
person who qualifies as a Qualified Interest Rate Cap Counterparty to honor the Series 2004-4
Interest Rate Cap Counterparty’s obligations under such Series 2004-4 Interest Rate Cap in form and
substance satisfactory to the Administrative Agent or (iii) post and maintain collateral
satisfactory to the Administrative Agent or in the manner set forth in such Series 2004-4 Interest
Rate Cap; provided that no termination of any Series 2004-4 Interest Rate Cap shall occur
until CRCF has entered into a replacement interest rate cap. Each Series 2004-4 Interest Rate Cap
must provide that if the Series 2004-4 Interest Rate Cap Counterparty is required to take any of
the actions described in clauses (i), (ii) or (iii) of the preceding sentence and such action is
not taken within 30 days, then the Series 2004-4 Interest Rate Cap Counterparty must, until a
replacement Series 2004-4 Interest Rate Cap is executed and in effect, collateralize its
obligations under such Series 2004-4 Interest Rate Cap in an amount set forth in such Series 2004-4
Interest Rate Cap.




          (c) To secure payment of all obligations to the Series 2004-4 Noteholders, CRCF grants a
security interest in, and assigns, pledges, grants, transfers and sets over to the Series 2004-4
Agent, for the benefit of the Series 2004-4 Noteholders, all of CRCF’s right, title and interest in
the Series 2004-4 Interest Rate Caps and all proceeds thereof (the “Series 2004-4 Interest Rate
Cap Collateral”). CRCF shall require all Series 2004-4 Interest Rate Cap Proceeds to be paid
to, and the Trustee shall allocate all Series 2004-4 Interest Rate Cap Proceeds to, the Series
2004-4 Accrued Interest Account of the Series 2004-4 Collection Account.




          Section 3.12. Payments to Funding Agents or Purchaser Groups. Notwithstanding
anything to the contrary herein or in the Base Indenture, amounts distributable by CRCF, the
Trustee, the Paying Agent or the Administrative Agent to a Funding Agent for the account of its
related Purchaser Group (or amounts distributable by any such Person directly to such Purchaser
Group) shall be paid by wire transfer of immediately available funds no later than




55









 







3:00 p.m. (New
York time) for credit to the account or accounts designated by such Funding Agent. Notwithstanding
the foregoing, the Administrative Agent shall not be so obligated unless the Administrative Agent
shall have received the funds by 12:00 noon (New York City time).




ARTICLE IV




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 2004-4 Notes and
collectively shall constitute the Amortization Events set forth in Section 9.1(n) of the Base
Indenture with respect to the Series 2004-4 Notes (without notice or other action on the part of
the Trustee or any holders of the Series 2004-4 Notes):





     (a) a Series 2004-4 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 2004-4
Enhancement Deficiency shall have been cured in accordance with the terms and conditions of
the Indenture and the Related Documents;




     (b) either the Series 2004-4 Liquidity Amount shall be less than the Series 2004-4
Required Liquidity Amount or the Series 2004-4 Available Reserve Account Amount shall be
less than the Series 2004-4 Required Reserve Account 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) an AESOP I Operating Lease Vehicle Deficiency shall occur and continue for at least
two (2) Business Days;




     (d) the Collection Account, the Series 2004-4 Collection Account, the Series 2004-4
Excess Collection Account or the Series 2004-4 Reserve Account shall be subject to an
injunction, estoppel or other stay or a Lien (other than Liens permitted under the Related
Documents);




     (e) all principal of and interest on the Series 2004-4 Notes is not paid on the Series
2004-4 Expected Final Distribution Date;




     (f) any Series 2004-4 Letter of Credit shall not be in full force and effect for at
least two (2) Business Days and (x) either a Series 2004-4 Enhancement Deficiency would
result from excluding such Series 2004-4 Letter of Credit from the Series 2004-4 Enhancement
Amount or (y) the Series 2004-4 Liquidity Amount, excluding therefrom the available amount
under such Series 2004-4 Letter of Credit, would be less than the Series 2004-4 Required
Liquidity Amount;



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     (g) from and after the funding of the Series 2004-4 Cash Collateral Account, the Series
2004-4 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 2004-4 Enhancement Deficiency would result from
excluding the Series 2004-4 Available Cash Collateral Account Amount from the Series 2004-4
Enhancement Amount or (y) the Series 2004-4 Liquidity Amount, excluding therefrom the Series
2004-4 Available Cash Collateral Amount, would be less than the Series 2004-4 Required
Liquidity Amount;




     (h) an Event of Bankruptcy shall have occurred with respect to any Series 2004-4 Letter
of Credit Provider or any Series 2004-4 Letter of Credit Provider repudiates its Series
2004-4 Letter of Credit or refuses to honor a proper draw thereon and either (x) a Series
2004-4 Enhancement Deficiency would result from excluding such Series 2004-4 Letter of
Credit from the Series 2004-4 Enhancement Amount or (y) the Series 2004-4 Liquidity Amount,
excluding therefrom the available amount under such Series 2004-4 Letter of Credit, would be less than the Series 2004-4 Required Liquidity
Amount;




     (i) the occurrence of an Event of Bankruptcy with respect to Cendant, any Lessee or any
Permitted Sublessee;




     (j) a Change in Control shall have occurred; and




     (k) on any date of determination, the aggregate notional amount of all Series 2004-4
Interest Rate Caps having a remaining term at least equal to the lesser of (i) the period
from such date to and including the Series 2004-4 Termination Date and (ii) the period from
such date to and including the Distribution Date in the nineteenth calendar month after the
calendar month in which such date falls shall be less than the Series 2004-4 Maximum
Invested Amount.



          In the case of any event described in clause (j) above, an Amortization Event shall have
occurred with respect to the Series 2004-4 Notes only if either the Trustee or the Requisite
Noteholders declare that an Amortization Event has occurred. In the case of an event described in
clauses (a), (b), (c), (d), (e), (f), (g), (h), (i), and (k), an Amortization Event with respect to
the Series 2004-4 Notes shall have occurred without any notice or other action on the part of the
Trustee or any Series 2004-4 Noteholders, immediately upon the occurrence of such event.
Amortization Events with respect to the Series 2004-4 Notes described in clauses (a), (b), (c),
(d), (e), (f), (g), (h), (i), and (k), may be waived with the written consent of the Purchaser
Groups having Commitment Percentages aggregating 100%; provided, that CRCF shall provide
the Rating Agencies written notice of any such waiver by the Purchaser Groups having Commitment
Percentages aggregating 100%. Amortization Events with respect to the Series 2004-4 Notes
described in clause (j) above may be waived in accordance with Section 9.5 of the Base Indenture.




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ARTICLE V




RIGHT TO WAIVE PURCHASE RESTRICTIONS




          Notwithstanding any provision to the contrary in the Indenture or the Related Documents, upon
the Trustee’s receipt of notice from any Lessee, any Borrower or CRCF (i) to the effect that a
Manufacturer Program is no longer an Eligible Manufacturer Program and that, as a result, either
(a) the Series 2004-4 Maximum Non-Program Vehicle Amount is or will be exceeded or (b) an excess
will exist under clause (y) of paragraph (ii) of the definition of Series 2004-4 Required
Enhancement Amount or (ii) that the Lessees, the Borrowers and CRCF have determined to increase any
Series 2004-4 Maximum Amount or the percentage set forth in clause (y) of any of paragraphs (iii),
(iv), (v), (vi), (vii) or (viii) of the definition of Series 2004-4 Required Enhancement Amount,
(such notice, a “Waiver Request”), each Series 2004-4 Noteholder may, at its option, waive
the Series 2004-4 Maximum Non-Program Vehicle Amount, any other Series 2004-4 Maximum Amount or any
increase in the Series 2004-4 Required Enhancement Amount based upon clause (y) of any of
paragraphs (iii), (iv), (v), (vi), (vii) or (viii) of the definition of the Series 2004-4 Required
Enhancement Amount (collectively, a “Waivable Amount”) if (i) no Amortization Event exists,
(ii) the Requisite Noteholders 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
2004-4 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 2004-4 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 Administrative Agent, which notice shall be accompanied by a form of
consent (each a “Consent”) in the form of Exhibit C by which the Series 2004-4
Noteholders may, on or before the Consent Period Expiration Date, consent to waiver of the
applicable Waivable Amount. Upon receipt of notice of a Waiver Request, the Administrative Agent
shall forward a copy of such request together with the Consent to the Funding Agent with respect to
each Purchaser Group. If the Trustee receives the Consents from the Requisite Noteholders agreeing
to waiver of the applicable Waivable Amount within 45 days after the Trustee notifies the
Administrative Agent of a Waiver Request (the day on which such 45-day period expires, the
“Consent Period Expiration Date”), (i) the applicable Waivable Amount shall be deemed
waived by the consenting Series 2004-4 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 (2)
Business Days) provide the Rating Agency with notice of such waiver. Any Purchaser Group 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, upon receipt of
written direction from the Administrator the Trustee will pay the Designated Amounts




58









 







to the Administrative Agent for the accounts of the non-consenting Purchaser Groups. Upon the receipt of
funds from the Trustee pursuant to this Article V, the Administrative Agent shall pay the
Designated Amounts as follows:





     (i) to each Funding Agent with respect to a non-consenting Purchaser Group, such
Purchaser Group’s pro rata share based on the Purchaser Group Invested
Amount with respect to such Purchaser Group relative to the Purchaser Group Invested Amount
with respect to all non-consenting Purchaser Groups of the Designated Amounts up to the
amount required to reduce to zero the Purchaser Group Invested Amounts with respect to all
non-consenting Purchaser Groups; and




     (ii) any remaining Designated Amounts to the Series 2004-4 Excess Collection Account.



          If the amount distributed pursuant to clause (i) of the preceding paragraph is not sufficient
to reduce the Purchaser Group Invested Amount with respect to each non-consenting Purchaser Group
to zero on the date specified therein, then on each day following such Distribution Date, the
Administrator will allocate to the Series 2004-4 Collection Account on a daily
basis all Designated Amounts collected on such day. On each following Distribution Date, the
Trustee will withdraw such Designated Amounts from the Series 2004-4 Collection Account and deposit
the same in the Series 2004-4 Distribution Account for distribution to the Administrative Agent for
the accounts of the non-consenting Purchaser Groups. Upon the receipt of funds from the Trustee
pursuant to this Article V, the Administrative Agent shall pay the Designated Amounts as follows:





     (a) to each Funding Agent with respect to a non-consenting Purchaser Group, such
Purchaser Group’s pro rata share based on the Purchaser Group Invested
Amount with respect to such Purchaser Group relative to the Purchaser Group Invested Amount
with respect to all non-consenting Purchaser Groups of the Designated Amounts in the Series
2004-4 Collection Account as of the applicable Determination Date up to the amount required
to reduce to zero the Purchaser Group Invested Amounts with respect to all non-consenting
Purchaser Groups; and




     (b) any remaining Designated Amounts to the Series 2004-4 Excess Collection Account.



          If the Requisite Noteholders do not timely consent to such waiver, the Designated Amounts will
be re-allocated to the Series 2004-4 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 2004-4 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 2004-4 Noteholders.





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ARTICLE VI



CONDITIONS PRECEDENT




          This Supplement shall become effective on the first date (the “Effective Date”) on
which all of the following conditions precedent shall have been satisfied:





     (a) Documents. The Administrative Agent shall have received copies for each CP
Conduit Purchaser and the Funding Agent and the APA Banks with respect to such CP Conduit
Purchaser, each executed and delivered in form and substance satisfactory to it of (i) the
Base Indenture, executed by a duly authorized officer of each of CRCF and the Trustee, (ii)
this Supplement, executed by a duly authorized officer of each of CRCF, the Administrator,
the Trustee, the Administrative Agent, the Funding Agents, the CP Conduit Purchasers and the
APA Banks, (iii) each Lease, executed by a duly authorized officer of each Lessee party
thereto, the Administrator, and the Lessor party thereto, (iv) each Sublease, executed by a
duly authorized officer of each Lessee party thereto and each Permitted Sublessee party
thereto, (v) each Loan Agreement, executed by a duly authorized officer of each of CRCF, the
Lessor party thereto and the Permitted Nominees party thereto, (vi) each Vehicle Title and
Lienholder Nominee Agreement, executed by the duly authorized officer of each of the
Permitted Nominee party thereto, CCRG, the Lessor party thereto and the Trustee, (vii) the
Master Exchange Agreement, executed by a duly authorized officer of each of the
Intermediary, AESOP Leasing, ARAC, BRAC and CCRG; (viii) the Escrow Agreement, executed by a
duly authorized officer of each of the Intermediary, J.P. Morgan Trust Company, N.A.,
JPMorgan Chase Bank, N.A. (formerly known as JPMorgan Chase Bank), AESOP Leasing, ARAC, BRAC
and CCRG, (ix) the Assignment and Assumption Agreement, executed by a duly authorized
officer of each of CCRG, ARAC and Avis Group Holdings, Inc., (x) the Series 2004-4 Letter of
Credit, issued by a Series 2004-4 Eligible Letter of Credit Provider, (xi) one or more
Series 2004-4 Interest Rate Caps, executed in each case by a duly authorized officer of each
of the Series 2004-4 Interest Rate Cap Counterparty thereto and CRCF and (xii) the
Administration Agreement, executed by a duly authorized officer of each of CCRG, AESOP
Leasing, AESOP Leasing II, CRCF, ARAC, BRAC and the Trustee.




     (b) Corporate Documents; Proceedings of CRCF, the Administrator, AESOP Leasing,
AESOP Leasing II, Original AESOP and CCRG. The Administrative Agent shall have
received, with a copy for each CP Conduit Purchaser and the Funding Agent and the APA Banks
with respect to such CP Conduit Purchaser, from CRCF, the Administrator, AESOP Leasing,
AESOP Leasing II, Original AESOP, CCRG, ARAC and BRAC true and complete copies of:




     (i) to the extent applicable, the certificate of incorporation or certificate
of formation, including all amendments thereto, of such Person, certified as of a
recent date by the Secretary of State or other appropriate authority of the state of
incorporation or organization, as the case may be, and a certificate of compliance,
of status or of good standing, as and to the extent applicable, of



60









 







     each such Person
as of a recent date, from the Secretary of State or other appropriate authority of
such jurisdiction;




     (ii) a certificate of the Secretary or an Assistant Secretary of such Person,
dated on or prior to the Effective Date and certifying (A) that attached thereto is
a true and complete copy of the bylaws, limited liability company agreement or
partnership agreement of such Person, as the case may be, as in effect on the Series
2004-4 Closing Date and at all times since a date prior to the date of the
resolutions described in clause (B) below, (B) that attached thereto is a true and
complete copy of the resolutions, in form and substance reasonably satisfactory to
each Funding Agent, of the Board of Directors or Managers of such Person or
committees thereof authorizing the execution, delivery and performance of this
Supplement and the Related Documents to which it is a party and the transactions
contemplated thereby, and that such resolutions have not been amended, modified,
revoked or rescinded and are in full force and effect, (C) that the certificate of
incorporation or certificate of formation of such Person has not been amended since
the date of the last amendment thereto shown on the certificate of good standing (or
its equivalent) furnished pursuant to clause (i) above and (D) as to the incumbency
and specimen signature of each officer or authorized signatory executing this
Supplement and the Related Documents or any other document delivered in connection
herewith or therewith on behalf of such Person; and




     (iii) a certificate of another officer as to the incumbency and specimen
signature of the Secretary or Assistant Secretary executing the certificate pursuant
to clause (ii) above.




     (c) Representations and Warranties. All representations and warranties of each
of CRCF, the Administrator, AESOP Leasing, AESOP Leasing II, Original AESOP, each of the
Permitted Nominees, each of the Lessees, each of the Permitted Sublessees, the Intermediary
and CCRG contained in each of the Related Documents shall be true and correct as of the
Series 2004-4 Closing Date.




     (d) No Amortization Event, Potential Amortization Event or AESOP I Operating Lease
Vehicle Deficiency. No Amortization Event or Potential Amortization Event in respect of
the Series 2004-4 Notes or any other Series of Notes shall exist and no AESOP I Operating
Lease Vehicle Deficiency shall exist.




     (e) Lien Searches. The Administrative Agent shall have received a written
search report listing all effective financing statements that name CRCF, AESOP Leasing,
AESOP Leasing II, Original AESOP, each of the Permitted Nominees or CCRG as debtor or
assignor and that are filed in the State of New York, the State of Delaware and in any other
jurisdictions that the Administrative Agent determines are necessary or appropriate,
together with copies of such financing statements, and tax and judgment lien searches
showing no such liens that are not permitted by the Base Indenture, this Supplement or the
Related Documents.



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     (f) Legal Opinions. The Administrative Agent shall have received, with a
counterpart addressed to each CP Conduit Purchaser and the Funding Agent, the Program
Support Provider and the APA Banks with respect to such CP Conduit Purchaser and the
Trustee, opinions of counsel required by Section 2.2(f) of the Base Indenture and opinions
of counsel with respect to such other matters as may be reasonably requested by any Funding
Agent, in form and substance reasonably acceptable to the addressees thereof and their
counsel.




     (g) Fees and Expenses. Each Funding Agent with respect to a CP Conduit
Purchaser shall have received payment of all fees, out-of-pocket expenses and other amounts
due and payable to such CP Conduit Purchaser or the APA Banks with respect to such CP
Conduit Purchaser on or before the Effective Date.




     (h) Establishment of Accounts. The Administrative Agent shall have received
evidence reasonably satisfactory to it that the Series 2004-4 Collection Account, the Series
2004-4 Reserve Account and the Series 2004-4 Distribution Account shall have been
established in accordance with the terms and provisions of the Indenture.




     (i) Legal Opinion with Respect to the Trustee. The Administrative Agent shall
have received, with a counterpart addressed to each CP Conduit Purchaser and the Funding
Agent, the Program Support Provider and the APA Banks with respect such CP Conduit
Purchaser, an opinion of counsel to the Trustee as to the due authorization, execution and
delivery by the Trustee of this Supplement and the due execution, authentication and
delivery by the Trustee of the Series 2004-4 Notes.




     (j) Rating Letters. Each Funding Agent shall have received (i) a letter, in the
form and substance satisfactory to such Funding Agent, from each of Moody’s and Standard &
Poor’s confirming the commercial paper rating of the related CP Conduit Purchaser after
giving effect to such CP Conduit Purchaser’s purchase of the Series 2004-4 Notes and (ii) a
letter from Moody’s stating that the long-term rating of “Aa2” has been assigned by Moody’s
to the Series 2004-4 Notes and a letter from Standard & Poor’s stating that the long-term
rating of “A-” has been assigned by Standard & Poor’s to the Series 2004-4 Notes.




     (k) Procedures Letter. Each Funding Agent shall have received a letter from
Deloitte & Touche, LLP, addressed to the Funding Agents and dated on or before the Effective
Date, in form and substance satisfactory to the Funding Agents, concerning the statistical
information with respect to the Vehicles subject to the Leases provided to the Funding
Agents.




     (l) UCC Filings. The Administrative Agent shall have received (i) executed
originals of any documents (including, without limitation, financing statements) required to
be filed in each jurisdiction necessary to perfect the security interest of the Trustee in
the Series 2004-4 Collateral and (ii) evidence reasonably satisfactory to it of each such
filing and reasonably satisfactory evidence of the payment of any necessary fee or tax
relating thereto.



62









 






     (m) Proceedings. All corporate and other proceedings and all other documents
and legal matters in connection with the transactions contemplated by the Related Documents
shall be satisfactory in form and substance to each Funding Agent and its counsel.



ARTICLE VII



CHANGE IN CIRCUMSTANCES




          Section 7.1. Increased Costs. (a) If any Change in Law (except with respect to Taxes
which shall be governed by Section 7.2) shall:





     (i) impose, modify or deem applicable any reserve, special deposit or similar
requirement against assets of, deposits with or for the account of, or credit extended by,
any Affected Party (except any such reserve requirement reflected in the Adjusted LIBO
Rate); or




     (ii) impose on any Affected Party or the London interbank market any other condition
affecting the Indenture or the Related Documents or the funding of Eurodollar Tranches by
such Affected Party;


and the result of any of the foregoing shall be to increase the cost to such Affected Party of
making, converting into, continuing or maintaining Eurodollar Tranches (or maintaining its
obligation to do so) or to reduce any amount received or receivable by such Affected Party
hereunder or in connection herewith (whether principal, interest or otherwise), then CRCF will pay
to such Affected Party such additional amount or amounts as will compensate such Affected Party for
such additional costs incurred or reduction suffered.




          (b) If any Affected Party determines that any Change in Law regarding capital requirements has
or would have the effect of reducing the rate of return on such Affected Party’s capital or the
capital of any corporation controlling such Affected Party as a consequence of its obligations
hereunder to a level below that which such Affected Party or such corporation could have achieved
but for such Change in Law (taking into consideration such Affected Party’s or such corporation’s
policies with respect to capital adequacy), then from time to time, CRCF shall pay to such Affected
Party such additional amount or amounts as will compensate such Affected Party for any such
reduction suffered.




          (c) A certificate of an Affected Party setting forth the amount or amounts necessary to
compensate such Affected Party as specified in subsections (a) and (b) of this Section 7.1 shall be
delivered to CRCF (with a copy to the Administrative Agent and the Funding Agent with respect to
such Affected Party) and shall be conclusive absent manifest error. Any payments made by CRCF
pursuant to this Section 7.1 shall be made solely from funds available in the Series 2004-4
Distribution Account for the payment of Article VII Costs, shall be non-recourse other than with
respect to such funds, and shall not constitute a claim against CRCF to the extent that
insufficient funds exist to make such payment. The agreements in this Section 7.1 shall survive the
termination of this Supplement and the Base Indenture and the payment of all amounts payable
hereunder and thereunder.




63









 








          (d) Failure or delay on the part of an Affected Party to demand compensation pursuant to this
Section 7.1 shall not constitute a waiver of such Affected Party’s right to demand such
compensation; provided that CRCF shall not be required to compensate any Affected Party
pursuant to this Section 7.1 for any increased costs or reductions incurred more than 270 days
prior to the date that such Affected Party notifies CRCF of the Change in Law giving rise to such
increased costs or reductions and of such Affected Party’s intention to claim compensation
therefor; provided, further, that, if the Change in Law giving rise to such
increased costs or reductions is retroactive, then the 270-day period referred to above shall be
extended to include the period of retroactive effect thereof.




          Section 7.2. Taxes. (a) Any and all payments by or on account of any obligation of
CRCF hereunder shall be made free and clear of and without deduction for any Indemnified Taxes or
Other Taxes; provided that if CRCF shall be required to deduct any Indemnified Taxes or
Other Taxes from such payments, then (i) subject to Section 7.2(c) below, the sum payable shall be
increased as necessary so that after making all required deductions (including deductions
applicable to additional sums payable under this Section 7.2) the recipient receives an amount
equal to the sum that it would have received had no such deductions been made, (ii) CRCF shall make
such deductions and (iii) CRCF shall pay the full amount deducted to the relevant Governmental
Authority in accordance with applicable law.




          (b) In addition, CRCF shall pay any Other Taxes to the relevant Governmental Authority in
accordance with applicable law.




          (c) CRCF shall indemnify the Administrative Agent, each Funding Agent, each Program Support
Provider and each member of each Purchaser Group within the later of 10 days after written demand
therefor and the Distribution Date next following such demand for the full amount of any
Indemnified Taxes or Other Taxes paid by the Administrative Agent, such Funding Agent, such Program
Support Provider or such member of such Purchaser Group on or with respect to any payment by or on
account of any obligation of CRCF hereunder or under the Indenture (including Indemnified Taxes or
Other Taxes imposed or asserted on or attributable to amounts payable under this Section 7.2) and
any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether
or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the
relevant Governmental Authority; provided that no Person shall be indemnified pursuant to
this Section 7.2(c) or entitled to receive additional amounts under the proviso of Section 7.2(a)
to the extent that the reason for such indemnification results from the failure by such Person to
comply with the provisions of Section 7.2(e) or (g). A certificate as to the amount of such
payment or liability delivered to CRCF by the Administrative Agent, any Funding Agent, any Program
Support Provider or any member of any Purchaser Group shall be conclusive absent manifest error.
Any payments made by CRCF pursuant to this Section 7.2 shall be made solely from funds available in
the Series 2004-4 Distribution Account for the payment of Article VII Costs, shall be non-recourse
other than with respect to such funds, and shall not constitute a claim against CRCF to the extent
that insufficient funds exist to make such payment. The agreements in this Section 7.2 shall
survive the termination of this Supplement and the Base Indenture and the payment of all amounts
payable hereunder and thereunder.




64









 








          (d) As soon as practicable after any payment of Indemnified Taxes or Other Taxes by CRCF to a
Governmental Authority, CRCF shall deliver to the Administrative Agent the original or a certified
copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the
return reporting such payment or other evidence of such payment reasonably satisfactory to the
Administrative Agent.




          (e) The Administrative Agent, each Funding Agent, each member of each Purchaser Group and each
Program Support Provider, if entitled to an exemption from or reduction of an Indemnified Tax or
Other Tax with respect to payments made hereunder or under the Indenture shall (to the extent
legally able to do so) deliver to CRCF (with a copy to the Administrative Agent) such properly
completed and executed documentation prescribed by applicable law and reasonably requested by CRCF
on the later of (i) 30 Business Days after such request is made and the applicable forms are
provided to the Administrative Agent, such Funding Agent, such member of such Purchaser Group or
such Program Support Provider or (ii) 30 Business Days before prescribed by applicable law as will
permit such payments to be made without withholding or with an exemption from or reduction of
Indemnified Taxes or Other Taxes.




          (f) If the Administrative Agent, any Funding Agent, any Program Support Provider or any member
of any Purchaser Group receives a refund solely in respect of Indemnified Taxes or Other Taxes, it
shall pay over such refund to CRCF to the extent that it has already received indemnity payments or
additional amounts pursuant to this Section 7.2 with respect to such Indemnified Taxes or Other
Taxes giving rise to the refund, net of all out-of-pocket expenses and without interest (other than
interest paid by the relevant Governmental Authority with respect to such refund);
provided, however, that CRCF shall, upon request of the Administrative Agent, such
Funding Agent, such Program Support Provider or such member of such Purchaser Group, repay such
refund (plus interest or other charges imposed by the relevant Governmental Authority) to the
Administrative Agent, such Funding Agent, such Program Support Provider or such member of such
Purchaser Group if the Administrative Agent, such Funding Agent, such Program Support Provider or
such member of such Purchaser Group is required to repay such refund to such Governmental
Authority. Nothing contained herein shall require the Administrative Agent, any Funding Agent, any
Program Support Provider or any member of any Purchaser Group to make its tax returns (or any other
information relating to its taxes which it deems confidential) available to CRCF or any other
Person.




          (g) The Administrative Agent, each Funding Agent, each Program Support Provider and each
member of each Purchaser Group (other than any such entity which is a domestic corporation) shall:





     (i) upon or prior to becoming a party hereto, deliver to CRCF and the Administrative
Agent two (2) duly completed copies of IRS Form W-8BEN, W-8ECI or W-9, or successor
applicable forms, as the case may be, establishing a complete exemption from withholding of
United States federal income taxes or backup withholding taxes with respect to payments
under the Series 2004-4 Notes and this Supplement;



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     (ii) deliver to CRCF and the Administrative Agent two (2) further copies of any such
form or certification establishing a complete exemption from withholding of United States
federal income taxes or backup withholding taxes with respect to payments under the Series
2004-4 Notes and this Supplement on or before the date that any such form or certification
expires or becomes obsolete and after the occurrence of any event requiring a change in the
most recent form previously delivered by it to CRCF; and




     (iii) obtain such extensions of time for filing and completing such forms or
certifications as may reasonably be requested by CRCF and the Administrative Agent;


unless, in any such case, any change in treaty, law or regulation has occurred after the Series
2004-4 Closing Date (or, if later, the date the Administrative Agent, such Funding Agent, such
Program Support Provider or such member of such Purchaser Group becomes an indemnified party
hereunder) and prior to the date on which any such delivery would otherwise be required which
renders the relevant form inapplicable or which would prevent the Administrative Agent, such
Funding Agent, such Program Support Provider or such member of such Purchaser Group from duly
completing and delivering the relevant form with respect to it, and the Administrative Agent, such
Funding Agent, such Program Support Provider or such member of such Purchaser Group so advises CRCF
and the Administrative Agent.




          (h) If a beneficial or equity owner of the Administrative Agent, a Funding Agent, a Program
Support Provider or a member of a Purchaser Group (instead of the Administrative Agent, the Funding
Agent, the Program Support Provider or the member of the Purchaser Group itself) is required under
United States federal income tax law or the terms of a relevant treaty to provide IRS Form W-8BEN,
W-8ECI or W-9, or any successor applicable forms, as the case may be, in order to claim an
exemption from withholding of United States federal income taxes or backup withholding taxes, then
each such beneficial owner or equity owner shall be considered to be the Administrative Agent, a
Funding Agent, a Program Support Provider or a member of a Purchaser Group for purposes of Section
7.2(g).




          Section 7.3. Break Funding Payments. CRCF agrees to indemnify each Purchaser Group
and to hold each Purchaser Group harmless from any loss or expense which such Purchaser Group may
sustain or incur as a consequence of (a) the failure by CRCF to accept any Increase after CRCF has
given irrevocable notice requesting the same in accordance with the provisions of this Supplement,
(b) the conversion into or continuation of a CP Tranche or a Eurodollar Tranche that occurs other
than on the last day of the applicable CP Rate Period or Eurodollar Period, (c) default by CRCF in
making any prepayment in connection with a Decrease after CRCF has given irrevocable notice thereof
in accordance with the provisions of Section 2.5 or (d) the making of a prepayment of a CP Tranche
or a Eurodollar Tranche (including, without limitation, any Decrease) prior to the termination of
the CP Rate Period for such CP Tranche or the Eurodollar Period for such Eurodollar Tranche, as the
case may be, or the making of a Decrease on a date other than as specified in any notice of a
Decrease or in a greater amount than contained in any notice of a Decrease. Such indemnification
shall include an amount determined by the Funding Agent with respect to such Purchaser Group and
shall equal (a) in the case of the losses or expenses associated with a CP Tranche or a Eurodollar
Tranche, either (x) the excess, if any, of (i) such Purchaser Group’s cost of funding the amount so
prepaid or not so borrowed, converted or continued, for the period from the date of such




66









 







prepayment
or of such failure to borrow, convert or continue to the last day of the CP Rate Period or the
Eurodollar Period (or in the case of a failure to borrow, convert or continue, the CP Rate Period
or the Eurodollar Period that would have commenced on the date of such prepayment or of such
failure), as the case may be, over (ii) the amount of interest earned by such Purchaser Group upon
redeployment of an amount of funds equal to the amount prepaid or not borrowed, converted or
continued for a comparable period or (y) if such Purchaser Group is able to terminate the funding
source before its scheduled maturity, any costs associated with such termination and (b) in the
case of the losses or expenses incurred by a Pooled Funding CP Conduit Purchaser, the losses and
expenses incurred by such Pooled Funding CP Conduit Purchaser in connection with the liquidation or
reemployment of deposits or other funds acquired by such Pooled Funding CP Conduit Purchaser as a
result of the failure to accept an Increase, a default in the making of a Decrease or the making of
a Decrease in an amount or on a date not contained in a notice of a Decrease. Notwithstanding the
foregoing, any payments made by CRCF pursuant to this subsection shall be made solely from funds
available in the Series 2004-4 Distribution Account for the payment of Article VII Costs, shall be
non-recourse other than with respect to such funds, and shall not constitute a claim against CRCF
to the extent that such funds are insufficient to make such payment. This covenant shall survive
the termination of this Supplement and the Base Indenture and the payment of all amounts payable
hereunder and thereunder. A certificate as to any additional amounts payable pursuant to the
foregoing sentence submitted by any Funding Agent on behalf of a Purchaser Group to CRCF shall be
conclusive absent manifest error.




          Section 7.4. Alternate Rate of Interest. If prior to the commencement of any
Eurodollar Period:





     (a) the Administrative Agent determines (which determination shall be conclusive absent
manifest error) that adequate and reasonable means do not exist for ascertaining the
Adjusted LIBO Rate for such Eurodollar Period, or




     (b) the Administrative Agent is advised by any APA Bank that the Adjusted LIBO Rate for
such Eurodollar Period will not adequately and fairly reflect the cost to such APA Bank of
making or maintaining the Eurodollar Tranches during such Eurodollar Period,


then the Administrative Agent shall promptly give telecopy or telephonic notice thereof to CRCF and
the Trustee, whereupon until the Administrative Agent notifies CRCF and the Trustee that the
circumstances giving rise to such notice no longer exist, the Available APA Bank Funding Amount
with respect to any Purchaser Group (in the case of clause (a) above) or with respect to the
related Purchaser Group (in the case of clause (b) above) shall not be allocated to any Eurodollar
Tranche.




          Section 7.5. Mitigation Obligations. If an Affected Party requests compensation under
Section 7.1, or if CRCF is required to pay any additional amount to any Purchaser Group or any
Governmental Authority for the account of any Purchaser Group pursuant to Section 7.2, then, upon
written notice from CRCF, such Affected Party or Purchaser Group, as the case may be, shall use
commercially reasonable efforts to designate a different lending office for funding or booking its
obligations hereunder or to assign its rights and obligations hereunder to another

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of its offices,
branches or affiliates, which pays a price for such assignment which is acceptable to such
Purchaser Group and its assignee, in the judgment of such Affected Party or Purchaser Group, such
designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 7.1 or
7.2, as the case may be, in the future and (ii) would not subject such Affected Party or Purchaser
Group to any unreimbursed cost or expense and would not otherwise be disadvantageous to such
Affected Party or Purchaser Group. CRCF hereby agrees to pay all reasonable costs and expenses
incurred by such Affected Party or Purchaser Group in connection with any such designation or
assignment.




ARTICLE VIII



REPRESENTATIONS AND WARRANTIES, COVENANTS




          Section 8.1. Representations and Warranties of CRCF and the Administrator. (a) CRCF
and the Administrator each hereby represents and warrants to the Trustee, the Administrative Agent,
each Funding Agent, each CP Conduit Purchaser and each APA Bank that:





     (i) each and every of their respective representations and warranties contained in the
Related Documents is true and correct as of the Series 2004-4 Closing Date and true and
correct in all material respects as of the Series 2004-4 Initial Funding Date and as of the
date of each Increase; and




     (ii) as of the Series 2004-4 Closing Date, they have not engaged, in connection with
the offering of the Series 2004-4 Notes, in any form of general solicitation or general
advertising within the meaning of Rule 502(c) under the Securities Act.



          (b) CRCF hereby represents and warrants to the Trustee, the Administrative Agent, each Funding
Agent, each CP Conduit Purchaser and each APA Bank that each of the Series 2004-4 Notes has been
duly authorized and executed by CRCF and when duly authenticated by the Trustee and delivered to
the Funding Agents in accordance with the terms of this Supplement will constitute legal, valid and
binding obligations of CRCF enforceable in accordance with their terms, except as enforceability
thereof may be limited by bankruptcy, insolvency, or other similar laws relating to or affecting
generally the enforcement of creditors’ rights or by general equitable principles.




          Section 8.2. Covenants of CRCF and the Administrator. CRCF and the Administrator
hereby agree, in addition to their obligations hereunder, that:





     (a) they shall observe in all material respects each and every of their respective
covenants (both affirmative and negative) contained in the Base Indenture and all other
Related Documents to which each is a party;




     (b) they shall afford each Funding Agent with respect to a Purchaser Group, the Trustee
or any representatives of any such Funding Agent or the Trustee access to all records
relating to the Leases, the Subleases, the Vehicles, the Manufacturer Programs and the Loan
Agreements at any reasonable time during regular business hours, upon



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reasonable prior
notice (and with one Business Day’s prior notice if an Amortization Event with respect to
the Series 2004-4 Notes shall have been deemed to have occurred or shall have been declared
to have occurred), for purposes of inspection and shall permit such Funding Agent, the
Trustee or any representative of such Funding Agent or the Trustee to visit any of CRCF’s or
the Administrator’s, as the case may be, offices or properties during regular business hours
and as often as may reasonably be desired to discuss the business, operations, properties,
financial and other conditions of CRCF or the Administrator with their respective officers
and employees and with their independent certified public accountants;




     (c) they shall promptly provide such additional financial and other information with
respect to the Related Documents, CRCF, the Lessors, the Permitted Nominees, the Lessees,
the Permitted Sublessees, the Related Documents or the Manufacturer Programs as the
Administrative Agent may from time to time reasonably request;




     (d) they shall provide to the Administrative Agent simultaneously with delivery to the
Trustee copies of information furnished to the Trustee or CRCF pursuant to the Related
Documents as such information relates to all Series of Notes generally or specifically to
the Series 2004-4 Notes or the Series 2004-4 Collateral. They shall also provide to the
Administrative Agent copies of (i) each report prepared pursuant to Sections 9.12 and 9.22
of the Loan Agreements and (ii) the financial statements of CCRG and its consolidated
subsidiaries delivered pursuant to Section 31.5 of the Leases. The Administrative Agent
shall distribute to the Funding Agents copies of all information delivered to it pursuant to
this Section 8.2(d);




     (e) they shall not agree to any amendment to the Base Indenture or any other Related
Document, which amendment requires the consent of the Requisite Investors, without having
received the prior written consent of the Requisite Noteholders; and




     (f) they shall not agree to any replacement or successor to the Intermediary or the
addition of any new Manufacturer as an Eligible Program Manufacturer, in each case without
having received the prior written consent of the Requisite Noteholders.



          Section 8.3. CRCF’s Funding Obligations. CRCF shall not permit (i) the ratio of the
Series 2002-2 Invested Amount to the Series 2002-2 Maximum Invested Amount (each as defined in the
Series 2002-2 Supplement) to exceed (ii) the ratio of the Series 2004-4 Invested Amount to the
Series 2004-4 Maximum Invested Amount for any period of more than ten (10) consecutive days.




ARTICLE IX



THE ADMINISTRATIVE AGENT




          Section 9.1. Appointment. Each of the CP Conduit Purchasers, the APA Banks and the
Funding Agents hereby irrevocably designates and appoints the Administrative Agent as the agent of
such Person under this Supplement and irrevocably authorizes the Administrative





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Agent, in such capacity, to take such action on its behalf under the provisions of this
Supplement and to exercise such powers and perform such duties as are expressly delegated to the
Administrative Agent by the terms of this Supplement, together with such other powers as are
reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this
Supplement, the Administrative Agent shall not have any duties or responsibilities except those
expressly set forth herein, or any fiduciary relationship with any CP Conduit Purchaser, any APA
Bank or any Funding Agent, and no implied covenants, functions, responsibilities, duties,
obligations or liabilities shall be read into this Supplement or otherwise exist against the
Administrative Agent.




     Section 9.2. Delegation of Duties. The Administrative Agent may execute any of its
duties under this Supplement by or through agents or attorneys-in-fact and shall be entitled to
advice of counsel concerning all matters pertaining to such duties. The Administrative Agent shall
not be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by
it with reasonable care.



     Section 9.3. Exculpatory Provisions. Neither the Administrative Agent nor any of its
officers, directors, employees, agents, attorneys-in-fact or Affiliates shall be (i) liable for any
action lawfully taken or omitted to be taken by it or such Person under or in connection with the
Base Indenture, this Supplement or any other Related Document (except to the extent that any of the
foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to
have resulted from its or such Person’s own gross negligence or willful misconduct) or (ii)
responsible in any manner to any of the CP Conduit Purchasers, the APA Banks or the Funding Agents
for any recitals, statements, representations or warranties made by CRCF, the Lessors, the Lessees,
the Permitted Sublessees, the Intermediary, the Administrator or any officer thereof contained in
this Supplement or any other Related Document or in any certificate, report, statement or other
document referred to or provided for in, or received by the Administrative Agent under or in
connection with, this Supplement or any other Related Document or for the value, validity,
effectiveness, genuineness, enforceability or sufficiency of this Supplement, any other Related
Document, or for any failure of any of CRCF, the Lessors, the Lessees, the Permitted Sublessees,
the Intermediary or the Administrator to perform its obligations hereunder or thereunder. The
Administrative Agent shall not be under any obligation to any CP Conduit Purchaser, any APA Bank or
any Funding Agent to ascertain or to inquire as to the observance or performance of any of the
agreements contained in, or conditions of, this Supplement, any other Related Document or to
inspect the properties, books or records of CRCF, the Lessors, the Lessees, the Permitted
Sublessees, the Intermediary or the Administrator.



     Section 9.4. Reliance by Administrative Agent. The Administrative Agent shall be
entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice,
consent, certificate, affidavit, letter, telecopy, telex or teletype message, statement, order or
other document or conversation believed by it to be genuine and correct and to have been signed,
sent or made by the proper Person or Persons and upon advice and statements of legal counsel
(including, without limitation, counsel to CRCF or the Administrator), independent accountants and other experts selected by the Administrative
Agent. The Administrative Agent may deem and treat the registered holder of any Series 2004-4 Note
as the owner thereof for all purposes unless a written notice of assignment, negotiation or
transfer thereof shall have been filed with the Administrative Agent. The Administrative Agent
shall be fully justified in failing or refusing



70









 




to take any action under this Supplement or any
other Related Document unless it shall first receive such advice or concurrence of the Requisite
Noteholders, as it deems appropriate or it shall first be indemnified to its satisfaction by the
Funding Agents against any and all liability and expense which may be incurred by it by reason of
taking or continuing to take any such action. The Administrative Agent shall in all cases be fully
protected in acting, or in refraining from acting, under this Supplement and the other Related
Documents in accordance with a request of the Requisite Noteholders (unless, in the case of any
action relating to the giving of consent hereunder, the giving of such consent requires the consent
of all Series 2004-4 Noteholders), and such request and any action taken or failure to act pursuant
thereto shall be binding upon all the CP Conduit Purchasers, the APA Banks and the Funding Agents.




     Section 9.5. Notice of Administrator Default or Amortization Event or Potential
Amortization Event. The Administrative Agent shall not be deemed to have knowledge or notice
of the occurrence of any Amortization Event or Potential Amortization Event or any Administrator
Default unless the Administrative Agent has received written notice from a CP Conduit Purchaser, an
APA Bank, a Funding Agent, CRCF or the Administrator referring to the Indenture or this Supplement,
describing such Amortization Event or Potential Amortization Event, or Administrator Default and
stating that such notice is a “notice of an Amortization Event or Potential Amortization Event” or
“notice of an Administrator Default,” as the case may be. In the event that the Administrative
Agent receives such a notice, the Administrative Agent shall give notice thereof to the Funding
Agents, the Trustee, CRCF and the Administrator. The Administrative Agent shall take such action
with respect to such event as shall be reasonably directed by the Requisite Noteholders,
provided that unless and until the Administrative Agent shall have received such
directions, the Administrative Agent may (but shall not be obligated to) take such action, or
refrain from taking such action, with respect to such event as it shall deem advisable in the best
interests of the Purchaser Groups.



     Section 9.6. Non-Reliance on the Administrative Agent and Other Purchaser Groups.
Each of the CP Conduit Purchasers, the APA Banks and the Funding Agents expressly acknowledges that
neither the Administrative Agent nor any of its officers, directors, employees, agents,
attorneys-in-fact or Affiliates has made any representations or warranties to it and that no act by
the Administrative Agent hereinafter taken, including any review of the affairs of CRCF, the
Lessors, the Lessees, the Permitted Sublessees, the Intermediary or the Administrator shall be
deemed to constitute any representation or warranty by the Administrative Agent to any such Person. Each of the CP Conduit Purchasers, the APA Banks and the Funding
Agents represents to the Administrative Agent that it has, independently and without reliance upon
the Administrative Agent or any other CP Conduit Purchaser, APA Bank or Funding Agent and based on
such documents and information as it has deemed appropriate, made its own appraisal of and
investigation into the business, operations, property,



71









 




financial and other condition and creditworthiness of CRCF, the Lessors, the Lessees, the Permitted Sublessees, the Intermediary and
the Administrator and made its own decision to enter into this Supplement. Each of the CP Conduit
Purchasers, the APA Banks and the Funding Agents also represents that it will, independently and
without reliance upon the Administrative Agent or any other CP Conduit Purchaser, APA Bank or
Funding Agent, and based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit analysis, appraisals and decisions in taking or not taking
action under this Supplement and the other Related Documents, and to make such investigation as it
deems necessary to inform itself as to the business, operations, property, financial and other
condition and creditworthiness of CRCF, the Lessors, the Lessees, the Permitted Sublessees, the
Intermediary and the Administrator. Except for notices, reports and other documents expressly
required to be furnished to the Funding Agents by the Administrative Agent hereunder, the
Administrative Agent shall have no duty or responsibility to provide any CP Conduit Purchaser, any
APA Bank or any Funding Agent with any credit or other information concerning the business,
operations, property, condition (financial or otherwise), prospects or creditworthiness of CRCF,
the Lessors, the Lessees, the Permitted Sublessees, the Intermediary or the Administrator which may
come into the possession of the Administrative Agent or any of its officers, directors, employees,
agents, attorneys-in-fact or Affiliates.




     Section 9.7. Indemnification. Each of the APA Banks in a Purchaser Group agrees to
indemnify the Administrative Agent in its capacity as such (to the extent not reimbursed by CRCF
and the Administrator and without limiting the obligation of CRCF and the Administrator to do so),
ratably according to their respective Commitment Percentages in effect on the date on which
indemnification is sought under this Section 9.7 (or if indemnification is sought after the date
upon which the Commitments shall have terminated and the Purchaser Group Invested Amounts shall
have been reduced to zero, ratably in accordance with their Commitment Percentages immediately
prior to such date of payment) from and against any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind
whatsoever which may at any time be imposed on, incurred by or asserted against the Administrative
Agent in any way relating to or arising out of this Supplement, any of the other Related Documents
or any documents contemplated by or referred to herein or therein or the transactions contemplated
hereby or thereby or any action taken or omitted by the Administrative Agent under or in connection
with any of the foregoing; provided that no APA Bank or Funding Agent shall be liable for the
payment of any portion of such liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements that are found by a final and nonappealable
decision of a court of competent jurisdiction to have resulted from the Administrative Agent’s gross negligence or willful misconduct. The agreements in this Section
9.7 shall survive the payment of all amounts payable hereunder.



     Section 9.8. The Administrative Agent in Its Individual Capacity. The Administrative
Agent and its Affiliates may make loans to, accept deposits from and generally engage in any kind
of business with CRCF, the Administrator or any of their Affiliates as though the Administrative
Agent were not the Administrative Agent hereunder. With respect to any Series 2004-4 Note held by
the Administrative Agent, the Administrative Agent shall have the same rights and powers under this
Supplement and the other Related Documents as any APA Bank or Funding Agent and may exercise the
same as though it were not the Administrative Agent, and the terms “APA Bank,” and “Funding Agent”
shall include the Administrative Agent in its individual capacity.



     Section 9.9. Resignation of Administrative Agent; Successor Administrative Agent.
The Administrative Agent may resign as Administrative Agent at any time by giving 30 days’ notice
to the Funding Agents, the Trustee, CRCF and the Administrator. If JPMorgan Chase shall resign as
Administrative Agent under this Supplement, then the Requisite Noteholders shall appoint a
successor administrative agent from among the Funding Agents, which successor administrative agent
shall be approved by CRCF and the Administrator (which



72









 




approval shall not be unreasonably withheld or delayed) whereupon such successor agent shall succeed to the rights, powers and duties of the
Administrative Agent, and the term “Administrative Agent” shall mean such successor agent effective
upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties
as Administrative Agent shall be terminated, without any other or further act or deed on the part
of such former Administrative Agent or any of the parties to this Supplement. If no successor
administrative agent has accepted appointment as Administrative Agent by the date which is ten (10)
days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative
Agent’s resignation shall nevertheless thereupon become effective and the Administrator shall
assume and perform all of the duties of the Administrative Agent hereunder until such time, if any,
as the Requisite Noteholders appoint a successor agent as provided for above. After any retiring
Administrative Agent’s resignation as Administrative Agent, the provisions of this Article IX shall
inure to its benefit as to any actions taken or omitted to be taken by it while it was
Administrative Agent under this Supplement.




ARTICLE X



THE FUNDING AGENTS




     Section 10.1. Appointment. Each CP Conduit Purchaser and each APA Bank with respect to such CP Conduit Purchaser
hereby irrevocably designates and appoints the Funding Agent set forth next to such CP Conduit
Purchaser’s name on Schedule I as the agent of such Person under this Supplement and irrevocably
authorizes such Funding Agent, in such capacity, to take such action on its behalf under the
provisions of this Supplement and to exercise such powers and perform such duties as are expressly
delegated to such Funding Agent by the terms of this Supplement, together with such other powers as
are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in
this Supplement, each Funding Agent shall not have any duties or responsibilities except those
expressly set forth herein, or any fiduciary relationship with any CP Conduit Purchaser or APA Bank
and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be
read into this Supplement or otherwise exist against each Funding Agent.



     Section 10.2. Delegation of Duties. Each Funding Agent may execute any of its duties
under this Supplement by or through agents or attorneys-in-fact and shall be entitled to advice of
counsel concerning all matters pertaining to such duties. Each Funding Agent shall not be
responsible to the CP Conduit Purchaser or any APA Bank in its Purchaser Group for the negligence
or misconduct of any agents or attorneys in-fact selected by it with reasonable care.



     Section 10.3. Exculpatory Provisions. Each Funding Agent and any of its officers,
directors, employees, agents, attorneys-in-fact or Affiliates shall not be (i) liable for any
action lawfully taken or omitted to be taken by it or such Person under or in connection with the
Base Indenture, this Supplement or any other Related Document (except to the extent that any of the
foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to
have resulted from its or such Person’s own gross negligence or willful misconduct) or (ii)
responsible in any manner to any of the CP Conduit Purchasers and/or APA Banks for any recitals,
statements, representations or warranties made by CRCF, the Lessors, the Lessees, the Permitted
Sublessees, the Intermediary, the Administrator, the Administrative



73









 




Agent, or any officer thereof contained in this Supplement or any other Related Document or in any certificate, report, statement
or other document referred to or provided for in, or received by such Funding Agent under or in
connection with, this Supplement or any other Related Document or for the value, validity,
effectiveness, genuineness, enforceability or sufficiency of this Supplement, any other Related
Document, or for any failure of any of CRCF, the Lessors, the Lessees, the Permitted Sublessees,
the Intermediary, the Administrative Agent, or the Administrator to perform its obligations
hereunder or thereunder. Each Funding Agent shall not be under any obligation to the CP Conduit
Purchaser or any APA Bank in its Purchaser Group to ascertain or to inquire as to the observance or
performance of any of the agreements contained in, or conditions of, this Supplement, any other
Related Document or to inspect the properties, books or records of CRCF, the Lessors, the Lessees,
the Permitted Sublessees, the Intermediary, the Administrative Agent, or the Administrator.




     Section 10.4. Reliance by Each Funding Agent. Each Funding Agent shall be entitled
to rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent,
certificate, affidavit, letter, telecopy, telex or teletype message, statement, order or other
document or conversation believed by it to be genuine and correct and to have been signed, sent or
made by the proper Person or Persons and upon advice and statements of legal counsel (including,
without limitation, counsel to CRCF or the Administrator), independent accountants and other
experts selected by such Funding Agent. Each Funding Agent shall be fully justified in failing or
refusing to take any action under this Supplement or any other Related Document unless it shall
first receive such advice or concurrence of the Related Purchaser Group, as it deems appropriate or
it shall first be indemnified to its satisfaction by the Related Purchaser Group against any and
all liability and expense which may be incurred by it by reason of taking or continuing to take any
such action.



     Section 10.5. Notice of Administrator Default or Amortization Event or Potential
Amortization Event. Each Funding Agent shall not be deemed to have knowledge or notice of the
occurrence of any Amortization Event or Potential Amortization Event or any Administrator Default
unless such Funding Agent has received written notice from a CP Conduit Purchaser, an APA Bank,
CRCF, the Administrative Agent or the Administrator referring to the Indenture or this Supplement,
describing such Amortization Event or Potential Amortization Event, or Administrator Default and
stating that such notice is a “notice of an Amortization Event or Potential Amortization Event” or
“notice of an Administrator Default,” as the case may be. In the event that any Funding Agent
receives such a notice, such Funding Agent shall give notice thereof to the CP Conduit Purchaser
and APA Banks in its Purchaser Group. Such Funding Agent shall take such action with respect to
such event as shall be reasonably directed by the CP Conduit Purchaser and APA Banks in its
Purchaser Group, provided that unless and until such Funding Agent shall have received such
directions, such Funding Agent may (but shall not be obligated to) take such action, or refrain
from taking such action, with respect to such event as it shall deem advisable in the best
interests of the CP Conduit Purchaser and APA Banks in its Purchaser Group.



     Section 10.6. Non-Reliance on Each Funding Agent and Other Purchaser Groups. Each CP
Conduit Purchaser and each of the related APA Banks expressly acknowledge that neither its Funding
Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates has
made any representations or warranties to it and that no act by such Funding



74









 




Agent hereinafter taken, including any review of the affairs of CRCF, the Lessors, the Lessees, the Permitted
Sublessees, the Intermediary, the Administrative Agent, or the Administrator shall be deemed to
constitute any representation or warranty by such Funding Agent to any such Person. Each CP
Conduit Purchaser and each of the related APA Banks represents to its Funding Agent that it has,
independently and without reliance upon such Funding Agent and based on such documents and information as it has deemed appropriate, made
its own appraisal of and investigation into the business, operations, property, financial and other
condition and creditworthiness of CRCF, the Lessors, the Lessees, the Permitted Sublessees, the
Intermediary, the Administrative Agent, and the Administrator and made its own decision to enter
into this Supplement. Each CP Conduit Purchaser and each of the related APA Banks also represents
that it will, independently and without reliance upon its Funding Agent and based on such documents
and information as it shall deem appropriate at the time, continue to make its own credit analysis,
appraisals and decisions in taking or not taking action under this Supplement and the other Related
Documents, and to make such investigation as it deems necessary to inform itself as to the
business, operations, property, financial and other conditions and creditworthiness of CRCF, the
Lessors, the Lessees, the Permitted Sublessees, the Intermediary, the Administrative Agent, and the
Administrator.




     Section 10.7. Indemnification. Each APA Bank in a Purchaser Group agrees to
indemnify its Funding Agent in its capacity as such (to the extent not reimbursed by CRCF and the
Administrator and without limiting the obligation of CRCF and the Administrator to do so), ratably
according to its respective APA Bank Percentage in effect on the date on which indemnification is
sought under this Section 10.7 (or if indemnification is sought after the date upon which the
Commitments shall have been terminated, ratably in accordance with its APA Bank Percentage at the
time of termination) from and against any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever which
may at any time be imposed on, incurred by or asserted against such Funding Agent in any way
relating to or arising out of this Supplement, any of the other Related Documents or any documents
contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby
or any action taken or omitted by such Funding Agent under or in connection with any of the
foregoing; provided that no APA Bank shall be liable for the payment of any portion of such
liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements that are found by a final and nonappealable decision of a court of competent
jurisdiction to have resulted from such related Funding Agent’s gross negligence or willful
misconduct. The agreements in this Section 10.7 shall survive the payment of all amounts payable
hereunder.



ARTICLE XI



GENERAL




     Section 11.1. Successors and Assigns. (a) This Supplement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and assigns, except that
CRCF may not assign or transfer any of its rights under this Supplement without the prior written
consent of all of the Series 2004-4 Noteholders, no CP Conduit Purchaser may assign or transfer any of its rights
under this Supplement other than in accordance with the Asset Purchase Agreement with respect to
such CP Conduit Purchaser or otherwise to the APA Bank



75









 




with respect to such CP Conduit Purchaser or a Program Support Provider with respect to such CP Conduit Purchaser or pursuant to clause (b) or
(e) below of this Section 11.1 and no APA Bank may assign or transfer any of its rights or
obligations under this Supplement except to a Program Support Provider or pursuant to clause (c),
(d) or (e) below of this Section 11.1.




     (b) Without limiting the foregoing, each CP Conduit Purchaser may assign all or a portion of
the Purchaser Group Invested Amount with respect to such CP Conduit Purchaser and its rights and
obligations under this Supplement and any other Related Documents to which it is a party to a
Conduit Assignee with respect to such CP Conduit Purchaser. Prior to or concurrently with the
effectiveness of any such assignment (or if impracticable, immediately thereafter), the assigning
CP Conduit Purchaser shall notify the Administrative Agent, CRCF, the Trustee and the Administrator
thereof. Upon such assignment by a CP Conduit Purchaser to a Conduit Assignee, (A) such Conduit
Assignee shall be the owner of the Purchaser Group Invested Amount or such portion thereof with
respect to such CP Conduit Purchaser, (B) the related administrative or managing agent for such
Conduit Assignee will act as the administrative agent for such Conduit Assignee hereunder, with all
corresponding rights and powers, express or implied, granted to the Funding Agent hereunder or
under the other Related Documents, (C) such Conduit Assignee and its liquidity support provider(s)
and credit support provider(s) and other related parties shall have the benefit of all the rights
and protections provided to such CP Conduit Purchaser herein and in the other Related Documents
(including, without limitation, any limitation on recourse against such Conduit Assignee as
provided in this paragraph), (D) such Conduit Assignee shall assume all of such CP Conduit
Purchaser’s obligations, if any, hereunder or under the Base Indenture or under any other Related
Document with respect to such portion of the Purchaser Group Invested Amount and such CP Conduit
Purchaser shall be released from such obligations, (E) all distributions in respect of the
Purchaser Group Invested Amount or such portion thereof with respect to such CP Conduit Purchaser
shall be made to the applicable agent or administrative agent, as applicable, on behalf of such
Conduit Assignee, (F) the definitions of the terms “Monthly Funding Costs” and “Discount” shall be
determined in the manner set forth in the definition of “Monthly Funding Costs” and “Discount”
applicable to such CP Conduit Purchaser on the basis of the interest rate or discount applicable to
commercial paper issued by such Conduit Assignee (rather than such CP Conduit Purchaser), (G) the
defined terms and other terms and provisions of this Supplement, the Base Indenture and the other
Related Documents shall be interpreted in accordance with the foregoing, and (H) if requested by
the Administrative Agent or the agent or administrative agent with respect to the Conduit Assignee,
the parties will execute and deliver such further agreements and documents and take such other
actions as the Administrative Agent or such agent or administrative agent may reasonably request to
evidence and give effect to the foregoing. No assignment by any CP Conduit Purchaser to a Conduit
Assignee of the Purchaser Group Invested Amount with respect to such CP Conduit Purchaser shall in
any way diminish the obligations of the APA Bank with respect to such CP Conduit Purchaser under
Section 2.3 to fund any Increase.



     (c) Any APA Bank may, in the ordinary course of its business and in accordance with applicable
law, at any time sell all or any part of its rights and obligations under this Supplement and the
Series 2004-4 Notes, with the prior written consent of the Administrative Agent, CRCF and the
Administrator (in each case, which consent shall not be unreasonably withheld), to one or more
banks (an “Acquiring APA Bank”) pursuant to a transfer supplement, substantially in the
form of Exhibit H (the “Transfer Supplement”), executed by such Acquiring



76









 




APA Bank, such assigning APA Bank, the Funding Agent with respect to such APA Bank, the Administrative Agent,
CRCF and the Administrator and delivered to the Administrative Agent. Notwithstanding the
foregoing, no APA Bank shall so sell its rights hereunder if such Acquiring APA Bank is not an
Eligible Assignee.




     (d) Any APA Bank may, in the ordinary course of its business and in accordance with applicable
law, at any time sell to one or more financial institutions or other entities
(“Participants”) participations in its APA Bank Percentage of the Commitment Amount with
respect to it and the other APA Banks included in the related Purchaser Group, its Series 2004-4
Note and its rights hereunder pursuant to documentation in form and substance satisfactory to such
APA Bank and the Participant; provided, however, that (i) in the event of any such
sale by an APA Bank to a Participant, (A) such APA Bank’s obligations under this Supplement shall
remain unchanged, (B) such APA Bank shall remain solely responsible for the performance thereof and
(C) CRCF and the Administrative Agent shall continue to deal solely and directly with such APA Bank
in connection with its rights and obligations under this Supplement and (ii) no APA Bank shall sell
any participating interest under which the Participant shall have rights to approve any amendment
to, or any consent or waiver with respect to, this Supplement, the Base Indenture or any Related
Document, except to the extent that the approval of such amendment, consent or waiver otherwise
would require the unanimous consent of all APA Banks hereunder. A Participant shall have the right
to receive Article VII Costs but only to the extent that the related selling APA Bank would have
had such right absent the sale of the related participation and, with respect to amounts due
pursuant to Section 7.2, only to the extent such Participant shall have complied with the
provisions of Section 7.2(e) and (g) as if such Participant were the Administrative Agent, a
Funding Agent, a Program Support Provider or a member of a Purchaser Group.



     (e) Any CP Conduit Purchaser and the APA Bank with respect to such CP Conduit Purchaser may at
any time sell all or any part of their respective rights and obligations under this Supplement and
the Series 2004-4 Notes, with the prior written consent of the Administrative Agent, CRCF and the
Administrator (in each case, which consent shall not be unreasonably withheld), to a multi-seller
commercial paper conduit and one or more banks providing support to such multi-seller commercial
paper conduit (an “Acquiring Purchaser Group”) pursuant to a transfer supplement,
substantially in the form of Exhibit I (the “Purchaser Group Supplement”), executed
by such Acquiring Purchaser Group, the Funding Agent with respect to such Acquiring Purchaser Group
(including the CP Conduit Purchaser and the APA Banks with respect to such Purchaser Group), such
assigning CP Conduit Purchaser and the APA Banks with respect to such CP Conduit Purchaser, the
Funding Agent with respect to such assigning CP Conduit Purchaser and APA Banks, the Administrative Agent, CRCF and the
Administrator and delivered to the Administrative Agent.



     (f) CRCF authorizes each APA Bank to disclose to any Participant or Acquiring APA Bank (each,
a “Transferee”) and any prospective Transferee any and all financial information in such
APA Bank’s possession concerning CRCF, the Collateral, the Administrator and the Related Documents
which has been delivered to such APA Bank by CRCF or the Administrator in connection with such APA
Bank’s credit evaluation of CRCF, the Collateral and the Administrator; provided that to
the extent such information constitutes Confidential



77









 




Information, the disclosing APA Bank shall only disclose such Confidential Information in accordance with the terms of Section 11.21.




     Section 11.2. Securities Law. Each CP Conduit Purchaser and APA Bank hereby
represents and warrants to CRCF that it is an “accredited investor” as such term is defined in Rule
501(a) of Regulation D under the Securities Act and has sufficient assets to bear the economic risk
of, and sufficient knowledge and experience in financial and business matters to evaluate the
merits and risks of, its investment in a Series 2004-4 Note. Each CP Conduit Purchaser and APA
Bank agrees that its Series 2004-4 Note will be acquired for investment only and not with a view to
any public distribution thereof, and that such CP Conduit Purchaser and APA Bank will not offer to
sell or otherwise dispose of its Series 2004-4 Note (or any interest therein) in violation of any
of the registration requirements of the Securities Act, or any applicable state or other securities
laws. Each CP Conduit Purchaser and APA Bank acknowledges that it has no right to require CRCF to
register its Series 2004-4 Note under the Securities Act or any other securities law. Each CP
Conduit Purchaser and APA Bank hereby confirms and agrees that in connection with any transfer by
it of an interest in the Series 2004-4 Note, such CP Conduit Purchaser or APA Bank has not engaged
and will not engage in a general solicitation or general advertising including advertisements,
articles, notices or other communications published in any newspaper, magazine or similar media or
broadcast over radio or television, or any seminar or meeting whose attendees have been invited by
any general solicitation or general advertising.



     Section 11.3. Adjustments; Set-off. (a) If any CP Conduit Purchaser or APA Bank in
a Purchaser Group (a “Benefitted Purchaser Group”) shall at any time receive in respect of
its Purchaser Group Invested Amount any distribution of principal, interest, Commitment Fees or any
interest thereon, or receive any collateral in respect thereof (whether voluntarily or
involuntarily, by set-off or otherwise) in a greater proportion than any such distribution received
by any other Purchaser Group, if any, in respect of such other Purchaser Group’s Purchaser Group
Invested Amount, or interest thereon, the APA Banks in such Benefitted Purchaser Group shall
purchase for cash from the CP Conduit Purchaser or APA Banks in the other Purchaser Group such
portion of such other CP Conduit Purchaser’s or APA Banks’ interest in the Series 2004-4 Notes, or shall provide such other CP Conduit Purchaser or APA Bank with the benefits of any such
collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted Purchaser Group
to share the excess payment or benefits of such collateral or proceeds ratably with the other
Purchaser Group; provided, however, that if all or any portion of such excess
payment or benefits is thereafter recovered from such Benefitted Purchaser Group, such purchase
shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery,
but without interest. CRCF agrees that any CP Conduit Purchaser or APA Bank so purchasing a
portion of another Purchaser Group’s Purchaser Group Invested Amount may exercise all rights of
payment (including, without limitation, rights of set-off) with respect to such portion as fully as
if such CP Conduit Purchaser or APA Bank were the direct holder of such portion.



     (b) In addition to any rights and remedies of the Purchaser Groups provided by law, each CP
Conduit Purchaser and APA Bank shall have the right, without prior notice to CRCF, any such notice
being expressly waived by CRCF to the extent permitted by applicable law, upon any amount becoming
due and payable by CRCF hereunder or under the Series 2004-4 Notes to set-off and appropriate and
apply against any and all deposits (general or special, time



78









 




or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether
direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such
Purchaser Group to or for the credit or the account of CRCF. Each CP Conduit Purchaser and APA
Bank agrees promptly to notify CRCF, the Administrator and the Administrative Agent after any such
set-off and application made by such CP Conduit Purchaser or APA Bank; provided that the
failure to give such notice shall not affect the validity of such set-off and application.




     Section 11.4. No Bankruptcy Petition. (a) Each of the Administrative Agent, the CP
Conduit Purchasers, the APA Banks and the Funding Agents hereby covenants and agrees that, prior to
the date which is one year and one day after the later of payment in full of all Series of Notes,
it will not institute against, or join any other Person in instituting against, CRCF any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other similar
proceedings under any federal or state bankruptcy or similar law.



     (b) CRCF, the Trustee, the Administrative Agent, each Funding Agent and each APA Bank hereby
covenants and agrees that, prior to the date which is one year and one day after the payment in
full of all outstanding Commercial Paper issued by, or for the benefit of, a CP Conduit Purchaser,
it will not institute against, or join any other Person in instituting against, such CP Conduit
Purchaser (or the Person issuing Commercial Paper for the benefit of such CP Conduit Purchaser) any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other similar
proceedings under any federal or state bankruptcy or similar law.



     (c) This covenant shall survive the termination of this Supplement and the Base Indenture and
the payment of all amounts payable hereunder and thereunder.



     Section 11.5. Limited Recourse. (a) Notwithstanding anything to the contrary
contained herein, any obligations of each CP Conduit Purchaser hereunder to any party hereto are
solely the corporate obligations of such CP Conduit Purchaser and shall be payable at such time as
funds are received by or are available to such CP Conduit Purchaser in excess of funds necessary to
pay in full all of its outstanding Commercial Paper and, to the extent funds are not available to
pay such obligations, the claims relating thereto shall not constitute a claim against such CP
Conduit Purchaser but shall continue to accrue. Each party hereto agrees that the payment of any
claim (as defined in Section 101 of Title 11 of the Bankruptcy Code) of any such party against a CP
Conduit Purchaser shall be subordinated to the payment in full of all of its Commercial Paper.



     (b) No recourse under any obligation, covenant or agreement of any CP Conduit Purchaser
contained herein shall be had against any incorporator, stockholder, officer, director, employee or
agent of such CP Conduit Purchaser, its administrative agent, the Funding Agent with respect to
such CP Conduit Purchaser or any of their Affiliates by the enforcement of any assessment or by any
legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and
understood that this Supplement is solely a corporate obligation of such CP Conduit Purchaser
individually, and that no personal liability whatever shall attach to or be incurred by any
incorporator, stockholder, officer, director, employee or agent of such CP Conduit Purchaser, its
administrative agent, the Funding Agent with respect to such CP Conduit




79










 





Purchaser or any of its Affiliates (solely by virtue of such capacity) or any of them under or
by reason of any of the obligations, covenants or agreements of such CP Conduit Purchaser contained
in this Agreement, or implied therefrom, and that any and all personal liability for breaches by
such CP Conduit Purchaser of any of such obligations, covenants or agreements, either at common law
or at equity, or by statute, rule or regulation, of every such incorporator, stockholder, officer,
director, employee or agent is hereby expressly waived as a condition of and in consideration for
the execution of this Supplement; provided that the foregoing shall not relieve any such
Person from any liability it might otherwise have as a result of fraudulent actions taken or
omissions made by them. The provisions of this Section 11.5 shall survive termination of this
Supplement.




          Section 11.6. Costs and Expenses. CRCF agrees to pay on demand (x) all reasonable
out-of-pocket costs and expenses of the Administrative Agent (including, without limitation,
reasonable fees and disbursements of counsel to the Administrative Agent) and of each Purchaser
Group (including in connection with the preparation, execution and delivery of this Supplement the
reasonable fees and disbursements of one counsel, other than counsel to the Administrative Agent,
for all such Purchaser Groups) in connection with (i) the preparation, execution and delivery of
this Supplement and the other Related Documents and any amendments or waivers of, or consents
under, any such documents and (ii) the enforcement by the Administrative Agent or any Funding Agent
of the obligations and liabilities of CRCF, the Lessors, the Lessees, the Permitted Sublessees, the
Intermediary and the Administrator under the Indenture, this Supplement, the other Related
Documents or any related document and all costs and expenses, if any (including reasonable counsel
fees and expenses), in connection with the enforcement of this Agreement and the other Related
Documents and (y) all reasonable out of pocket costs and expenses of the Administrative Agent
(including, without limitation, reasonable fees and disbursements of counsel to the Administrative
Agent) in connection with the administration of this Supplement and the other Related Documents.
Any payments made by CRCF pursuant to this Section 11.6 shall be made solely from funds available
in the Series 2004-4 Distribution Account for the payment of Article VII Costs, shall be
non-recourse other than with respect to such funds, and shall not constitute a claim against CRCF
to the extent that insufficient funds exist to make such payment. The agreements in this Section
shall survive the termination of this Supplement and the Base Indenture and the payment of all
amounts payable hereunder and thereunder.




          Section 11.7. Exhibits. The following exhibits attached hereto supplement the
exhibits included in the Indenture.




	 	 	 	 	 	 	 
	 

	 	Exhibit A:
	 	 	 	Form of Variable Funding Note
	 

	 	 	 	 	 	 
	 

	 	Exhibit B:
	 	 	 	Form of Increase Notice
	 

	 	 	 	 	 	 
	 

	 	Exhibit C:
	 	 	 	Form of Consent
	 

	 	 	 	 	 	 
	 

	 	Exhibit D:
	 	 	 	Form of Series 2004-4 Demand Note
	 

	 	 	 	 	 	 
	 

	 	Exhibit E:
	 	 	 	Form of Series 2004-4 Letter of Credit
	 

	 	 	 	 	 	 
	 

	 	Exhibit F:
	 	 	 	Form of Lease Payment Deficit Notice
	 

	 	 	 	 	 	 
	 

	 	Exhibit G:
	 	 	 	Form of Demand Notice
	 

	 	 	 	 	 	 
	 

	 	Exhibit H:
	 	 	 	Form of Transfer Supplement
	 

	 	 	 	 	 	 
	 

	 	Exhibit I:
	 	 	 	Form of Purchaser Group Supplement
	 

	 	 	 	 	 	 
	 

	 	Exhibit J:
	 	 	 	Form of Series 2004-4 Interest Rate Cap
	 

	 	 	 	 	 	 





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          Section 11.8. 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 11.9. 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 11.10. 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 11.11. Amendments. This Supplement may be modified or amended from time to
time 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 Requisite Noteholders.




          Section 11.12. 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 2004-4 Notes without the consent of the Requisite
Noteholders.




          Section 11.13. Capitalization of CRCF. CRCF agrees that on the Series 2004-4 Closing
Date and on the date of any increase in the Series 2004-4 Maximum Invested Amount it will have
capitalization in an amount equal to or greater than 3% of the sum of (x) the Series 2004-4 Maximum
Invested Amount and (y) the invested amount of the Series 1998-1 Notes, the Series 2000-2 Notes,
the Series 2000-4 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
and the Series 2004-3 Notes.




          Section 11.14. Series 2004-4 Required Non-Program Enhancement Percentage
        . CRCF agrees that it will not make any Loan under any Loan Agreement to finance the
acquisition of any Vehicle by AESOP Leasing, AESOP Leasing II, CCRG, ARAC or BRAC, as the case may
be, if, after giving effect to the making of such Loan, the acquisition of such Vehicle and the
inclusion of such Vehicle under the relevant Lease, the Series 2004-4 Required Non-Program
Enhancement Percentage would exceed 33.0%.




          Section 11.15. Series 2004-4 Demand Notes. Other than pursuant to a demand thereon
pursuant to Section 3.5 of this Supplement, CRCF shall not reduce the amount of the Series 2004-4
Demand Notes or forgive amounts payable thereunder so that the outstanding principal amount of the
Series 2004-4 Demand Notes after such reduction or forgiveness is less than the Series 2004-4
Letter of Credit Liquidity Amount. CRCF shall not agree to any




81









 




amendment of the Series 2004-4
Demand Notes without first satisfying the Rating Agency Confirmation Condition and the Rating
Agency Consent Condition.




          Section 11.16. Termination of Supplement. This Supplement shall cease to be of
further effect when all outstanding Series 2004-4 Notes theretofore authenticated and issued have
been delivered (other than destroyed, lost, or stolen Series 2004-4 Notes which have been replaced
or paid) to the Trustee for cancellation and CRCF has paid all sums payable hereunder and, if the
Series 2004-4 Demand Note Payment Amount on the Series 2004-4 Letter of Credit Termination Date was
greater than zero, the Series 2004-4 Cash Collateral Account Surplus shall equal zero, the Demand
Note Preference Payment Amount shall have been reduced to zero and all amounts have been withdrawn
from the Series 2004-4 Cash Collateral Account in accordance with Section 3.8(h) of this
Supplement.




          Section 11.17. Collateral Representations and Warranties of CRCF. CRCF hereby
represents and warrants to the Trustee, the Administrative Agent, each Funding Agent and each
Purchaser Group that:





     (a) the Base Indenture creates a valid and continuing security interest (as defined in
the applicable UCC) in the Collateral in favor of the Trustee for the benefit of the
Noteholders, which security interest is prior to all other liens, and is enforceable as such
as against creditors of and purchasers from CRCF. This Supplement will create a valid and
continuing security interest (as defined in the applicable UCC) in the Series 2004-4
Collateral in favor of the Trustee for the benefit of the Series 2004-4 Noteholders, which
security interest is prior to all other liens, and is enforceable as such as against
creditors of and purchasers from CRCF.




     (b) The Collateral and the Series 2004-4 Collateral (in each case, other than the
Vehicles) consist of “investment property,” “securities accounts,” “instruments,” “general
intangibles” and “deposit accounts” within the meaning of the applicable UCC.




     (c) CRCF owns and has good and marketable title to the Collateral and the Series 2004-4
Collateral free and clear of any lien, claim or encumbrance of any Person.




     (d) With respect to the portion of the Collateral that consists of instruments, all
original executed copies of each instrument that constitute or evidence part of the
Collateral have been delivered to the Trustee. None of the instruments that constitute or
evidence the Collateral have any marks or notations indicating that they have been pledged,
assigned or otherwise conveyed to any Person other than the Trustee.




     (e) With respect to the portion of the Collateral that consists of general intangibles,
CRCF has caused the filing of all appropriate financing statements in the proper filing
office in the appropriate jurisdictions under applicable law in order to perfect the
security interest in the Collateral granted to the Trustee under the Base Indenture.




     (f) With respect to the portion of the Collateral and the Series 2004-4 Collateral that
consists of deposit or securities accounts maintained with a bank other than the Trustee
(collectively, the “Bank Accounts”), CRCF has delivered to the Trustee



82









 






a fully
executed agreement pursuant to which the bank maintaining the Bank Accounts has agreed to
comply with all instructions originated by the Trustee directing disposition of the funds in
the Bank Accounts without further consent by CRCF. The Bank Accounts are not in the name of
any person other than CRCF, the Series 2004-4 Agent or the Trustee. CRCF has not consented
to the bank maintaining the Bank Accounts to comply with instructions of any person other
than the Trustee.




     (g) Other than the security interest granted to the Series 2004-4 Agent or the Trustee
under the Base Indenture and this Supplement, CRCF has not pledged, assigned, sold, granted
a security interest in, or otherwise conveyed any of the Collateral or the Series 2004-4
Collateral. CRCF has not authorized the filing of and is not aware of any financing
statements against CRCF that includes a description of collateral covering the Collateral
other than any financing statement under the Base Indenture or that has been terminated.
CRCF is not aware of any judgment or tax lien filings against CRCF.




     (h) CRCF has not authorized the filing of and is not aware of any financing statements
against CRCF that include a description of collateral covering the Collateral other than any
financing statements (i) relating to the security interest granted to the Trustee in the
Base Indenture or (ii) that has been terminated.



          Section 11.18. No Waiver; Cumulative Remedies. No failure to exercise and no delay in
exercising, on the part of the Trustee, the Administrative Agent, any Funding Agent, any CP Conduit
Purchaser or any APA Bank, any right, remedy, power or privilege hereunder shall operate as a
waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege
hereunder preclude any other or further exercise thereof or the exercise of any other right,
remedy, power or privilege. The rights, remedies, powers and privileges herein provided are
cumulative and not exhaustive of any rights, remedies, powers and privileges provided by law.




          Section 11.19. Waiver of Setoff. Notwithstanding any other provision of this Supplement or any other agreement to the
contrary, all payments to the Administrative Agent, the Funding Agents, the CP Conduit Purchasers
and the APA Banks hereunder shall be made without set-off or counterclaim.




          Section 11.20. Notices. All notices, requests, instructions and demands to or upon
any party hereto to be effective shall be given (i) in the case of CRCF, the Administrator and the
Trustee, in the manner set forth in Section 13.1 of the Base Indenture and (ii) in the case of the
Administrative Agent, the CP Conduit Purchasers, the APA Banks and the Funding Agents, in writing,
and, unless otherwise expressly provided herein, shall be deemed to have been duly given or made
when delivered by hand or three days after being deposited in the mail, postage prepaid, in the
case of facsimile notice, when received, or in the case of overnight air courier, one Business Day
after the date such notice is delivered to such overnight courier, addressed as follows in the case
of the Administrative Agent and to the addresses therefor set forth in Schedule I, in the case of
the CP Conduit Purchasers, the APA Banks and the Funding Agents; or to such other address as may be
hereafter notified by the respective parties hereto:

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	 	Administrative
	 	 	 	 
	 

	 	Agent:
	 	 	 	JPMorgan Chase Bank, N.A.
	 

	 	 	 	 	 	Asset-Backed Securities — Conduit
	 

	 	 	 	 	 	1 Bank One Plaza
	 

	 	 	 	 	 	Suite IL1-0079
	 

	 	 	 	 	 	Chicago, IL 60670
	 

	 	 	 	 	 	Attn: William Laird
	 

	 	 	 	 	 	Tel: (312) 385-7045
	 

	 	 	 	 	 	Fax: (312) 732-1844






          Section 11.21 Confidential Information.(a) The Trustee and each Series 2004-4
Noteholder will maintain the confidentiality of all Confidential Information in accordance with
procedures adopted by the Trustee or such Series 2004-4 Noteholder 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 11.21; (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 11.21; (iii) any other Series 2004-4 Noteholder; (iv) any Person of the type that
would be, to such Person’s knowledge, permitted to acquire Series 2004-4 Notes in accordance with
the requirements of the Indenture to which such Person sells or offers to sell any such Series
2004-4 Note or any part thereof or any participation therein and that agrees to hold confidential
the Confidential Information substantially in accordance with this Section 11.21 (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 11.21 (or in accordance with
such other confidentiality procedures as are acceptable to CRCF); (viii) any Person acting as a
placement agent or dealer with respect to any Commercial Paper (provided that any Confidential
Information provided to any such placement agent or dealer does not reveal the identity of Cendant
or any of its Affiliates); (ix) any other Person with the consent of CRCF; or (x) 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 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 2004-4 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
2004-4 Notes, the Indenture or any other Related Document; and provided, further,
however, that delivery to Series 2004-4 Noteholders of any report or information required
by the terms of the Indenture to be provided to Series 2004-4




84









 







Noteholders shall not be a violation
of this Section 11.21. Each Series 2004-4 Noteholder agrees, except as set forth in clauses (v),
(vi) and (x) above, that it shall use the Confidential Information for the sole purpose of making
an investment in the Series 2004-4 Notes or administering its investment in the Series 2004-4
Notes. In the event of any required disclosure of the Confidential Information by such Series
2004-4 Noteholder, such Series 2004-4 Noteholder agrees to use reasonable efforts to protect the
confidentiality of the Confidential Information. Each Series 2004-4 Noteholder, by its acceptance
of a Series 2004-4 Note, will be deemed to have agreed to be bound by and to be entitled to the
benefits of this Section 11.21.




          (b) For the purposes of this Section 11.21, “Confidential Information” means
information delivered to the Trustee or any Series 2004-4 Noteholder 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 2004-4 Noteholder
prior to the time of such disclosure; (ii) subsequently becomes publicly known through no act or
omission by the Trustee, any Series 2004-4 Noteholder or any person acting on behalf of the Trustee
or any Series 2004-4 Noteholder; (iii) otherwise is known or becomes known to the Trustee or any
Series 2004-4 Noteholder 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.




          (c) Notwithstanding anything to the contrary herein, each of the parties hereto (and each of
its employees, representatives or other agents) may disclose to any and all Persons, without
limitation of any kind, the tax treatment and tax structure (as defined in Section 1.6011-4 of the
Treasury Regulations) of the transactions contemplated by the Indenture or the Related Documents
and all materials of any kind (including opinions or other tax analyses) that are provided to such
Person in connection therewith relating to such tax treatment and tax structure.





85










 






          IN WITNESS WHEREOF, each of the parties hereto 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,
	 

	 	 	 	as Issuer
	 
	 	 	 	 
	 

	 	By:
	 	   /s/ Lori Gebron
	 

	 	 	 	 
	 

	 	 	 	Name: Lori Gebron
	 

	 	 	 	Title: Vice President
	 
	 	 	 	 
	 	 	CENDANT CAR RENTAL GROUP, INC.,
	 

	 	 	 	as Administrator
	 
	 	 	 	 
	 

	 	By:
	 	   /s/ Karen C. Sclafani
	 

	 	 	 	 
	 

	 	 	 	Name: Karen C. Sclafani
	 

	 	 	 	Title: Senior Vice President, General Counsel and Secretary
	 
	 	 	 	 
	 	 	JPMORGAN CHASE BANK, N.A.,
	 

	 	 	 	as Administrative Agent
	 
	 	 	 	 
	 

	 	By:
	 	   /s/ Daniel J. Clarke, Jr.,
	 

	 	 	 	 
	 

	 	 	 	Name: Daniel J. Clarke, Jr.
	 

	 	 	 	Title: Managing Director






 









 





	 	 	 	 	 
	 	 	SHEFFIELD RECEIVABLES CORPORATION,
	 

	 	 	 	as a CP Conduit Purchaser
	 
	 	 	 	 
	 	 	By: BARCLAYS BANK PLC, as Attorney-in-fact
	 
	 	 	 	 
	 

	 	By:
	 	   /s/ Joseph Lau
	 

	 	 	 	 
	 

	 	 	 	Name: Joseph Lau
	 

	 	 	 	Title: Associate Director
	 
	 	 	 	 
	 	 	BARCLAYS BANK PLC, as a Funding Agent and
	 

	 	 	 	an APA Bank
	 
	 	 	 	 
	 

	 	By:
	 	   /s/ Manju Jasty
	 

	 	 	 	 
	 

	 	 	 	Name: Manju Jasty
	 

	 	 	 	Title: Associate Director






 









 





	 	 	 	 	 
	 	 	GEMINI SECURITIZATION CORP., LLC, as a
	 

	 	 	 	CP Conduit Purchaser
	 
	 	 	 	 
	 

	 	By:
	 	    /s/ R. Douglas Donaldson
	 

	 	 	 	 
	 

	 	 	 	Name: R. Douglas Donaldson
	 

	 	 	 	Title: Treasurer
	 
	 	 	 	 
	 	 	DEUTSCHE BANK AG, NEW YORK BRANCH,
	 

	 	 	 	as a Funding Agent and an APA Bank
	 
	 	 	 	 
	 

	 	By:
	 	   /s/ Elizabeth A. Whalen
	 

	 	 	 	 
	 

	 	 	 	Name: Elizabeth A. Whalen
	 

	 	 	 	Title: Director
	 
	 	 	 	 
	 

	 	By:
	 	    /s/ Michael Cheng
	 

	 	 	 	 
	 

	 	 	 	Name: Michael Cheng

	 

	 	 	 	Title: Vice President






 









 





	 	 	 	 	 
	 	 	LIBERTY STREET FUNDING CORPORATION,
	 

	 	 	 	as a CP Conduit Purchaser
	 
	 	 	 	 
	 

	 	By:
	 	   /s/ Bernard J. Angelo
	 

	 	 	 	 
	 

	 	 	 	Name: Bernard J. Angelo

	 

	 	 	 	Title: Vice President
	 
	 	 	 	 
	 	 	THE BANK OF NOVA SCOTIA, as a Funding
	 

	 	 	 	Agent and an APA Bank
	 
	 	 	 	 
	 

	 	By:
	 	   /s/ Michael Eden
	 

	 	 	 	 
	 

	 	 	 	Name: Michael Eden
	 

	 	 	 	Title: Director







 










 






	 	 	 	 	 
	 	 	YC SUSI TRUST, as a CP Conduit Purchaser
	 
	 	 	 	 
	 

	 	By:
	 	Bank of America, National Association, as
	 

	 	 	 	Administrative Trustee
	 
	 	 	 	 
	 

	 	By:
	 	     /s/ Marianne Mihalik
	 

	 	 	 	 
	 

	 	 	 	Name: Marianne Mihalik
	 

	 	 	 	Title: Principal
	 
	 	 	 	 
	 	 	BANK OF AMERICA, NATIONAL
	 

	 	 	 	ASSOCIATION, as a Funding Agent and an
	 

	 	 	 	APA Bank
	 
	 	 	 	 
	 

	 	By:
	 	     /s/ Marianne Mihalik
	 

	 	 	 	 
	 

	 	 	 	Name: Marianne Mihalik
	 

	 	 	 	Title: Principal






 









 





	 	 	 	 	 
	 	 	PARADIGM FUNDING LLC, as a CP Conduit
	 

	 	 	 	Purchaser
	 
	 	 	 	 
	 

	 	By:
	 	     /s/ Douglas K. Johnson
	 

	 	 	 	 
	 

	 	 	 	Name: Douglas K. Johnson
	 

	 	 	 	Title: President
	 
	 	 	 	 
	 	 	WESTLB AG, NEW YORK BRANCH, as a
	 

	 	 	 	Funding Agent and an APA Bank
	 
	 	 	 	 
	 

	 	By:
	 	     /s/ John H. Moorhead
	 

	 	 	 	 
	 

	 	 	 	Name: John H. Moorhead
	 

	 	 	 	Title: Director
	 
	 	 	 	 
	 

	 	By:
	 	     /s/ Anne T. Mckenna
	 

	 	 	 	 
	 

	 	 	 	Name: Anne T. Mckenna
	 

	 	 	 	Title: Associate Director







 










 






	 	 	 	 	 	 	 
	 	 	JUPITER SECURITIZATION
CORPORATION, 
as a CP Conduit Purchaser
	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	     /s/ Daniel J. Clarke, Jr.
 

Name: Daniel J. Clarke, Jr.
	 	 
	 

	 	 	 	Title: Managing Director	 	 
	 
	 	 	 	 	 	 
	 	 	JPMORGAN CHASE BANK, N.A., as a Funding Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	     /s/ Daniel J. Clarke, Jr.
 

Name: Daniel J. Clarke, Jr.
	 	 
	 

	 	 	 	Title: Managing Director	 	 
	 
	 	 	 	 	 	 
	 	 	JPMORGAN CHASE BANK, N.A., as an APA Bank	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	     /s/ Daniel J. Clarke, Jr.
 

Name: Daniel J. Clarke, Jr.
	 	 
	 

	 	 	 	Title: Managing Director	 	 






 









 






	 	 	 	 	 	 	 
	 	 	CHARTA, LLC, 
as a CP Conduit Purchaser	 	 
	 
	 	 	 	 	 	 
	 	 	By: Citicorp North
America, Inc., 
as Attorney-in-fact
	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	     /s/ Rosalia Agresti
 

	 	 
	 	 	Name: Rosalia Agresti	 	 
	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	CITIBANK, N.A., 
as an APA Bank	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	     /s/ Hugo Arias
 

	 	 
	 	 	Name: Hugo Arias	 	 
	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	CITICORP NORTH AMERICA,
INC., 
as a Funding Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	     /s/ Rosalia Agresti
 

	 	 
	 	 	Name: Rosalia Agresti	 	 
	 	 	Title: Vice President	 	 






 









 






	 	 	 	 	 	 	 
	 	 	THE BANK OF NEW YORK (as successor in interest to
the corporate trust administration of Harris
Trust and Savings Bank), as Trustee
	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	  /s/ Eric A. Lindahl
 

Name: Eric A. Lindahl

Title: Eric A. Lindahl
	 	 
	 
	 	 	 	 	 	 
	 	 	THE BANK OF NEW YORK, as Series 2004-4 Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	  /s/ Eric A. Lindahl
 

Name: Eric A. Lindahl

Title: Eric A. Lindahl
	 	 







 










 






SCHEDULE I TO SERIES 2004-4 SUPPLEMENT




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Maximum	 	 
	 	 	 	 	 	 	 	 	APA Bank	 	Purchaser Group	 	Match
	 	 	CP Conduit	 	APA Banks	 	Funding Agent	 	Percentage	 	Invested Amount	 	Funding
	1.

	 	Sheffield Receivables Corporation
	 	Barclays Bank PLC
	 	Barclays Bank PLC
	 	 	100	%	 	$	25,000,000	 	 	Yes
	2.

	 	Gemini
Securitization
Corp., LLC
	 	Deutsche Bank AG, New York Branch
	 	Deutsche Bank AG, New York Branch
	 	 	100	%	 	$	25,000,000	 	 	No
	3.

	 	Liberty Street Funding Corporation
	 	The Bank of Nova Scotia
	 	The Bank of Nova Scotia
	 	 	100	%	 	$	25,000,000	 	 	No
	4.

	 	YC SUSI Trust
	 	Bank of America, National Association
	 	Bank of America, National Association
	 	 	100	%	 	$	25,000,000	 	 	No
	5.

	 	Paradigm Funding LLC
	 	WestLB AG, New York Branch
	 	WestLB AG, New York Branch
	 	 	100	%	 	$	25,000,000	 	 	No
	6.

	 	Charta, LLC
	 	Citibank, N.A.
	 	Citicorp North America, Inc.
	 	 	100	%	 	$	25,000,000	 	 	No
	7.

	 	Jupiter Securitization Corporation
	 	JPMorgan Chase Bank, N.A.
	 	JPMorgan Chase Bank, N.A.
	 	 	100	%	 	$	50,000,000	 	 	No