Unassociated Document





CONFORMED
COPY

 




 




 

CENDANT
RENTAL CAR FUNDING (AESOP) LLC,

 

as
Issuer

 

and

 

THE BANK
OF NEW YORK,

 

as
Trustee and Series 2005-1 Agent

 

_____________________

 

SERIES
2005-1 SUPPLEMENT

 

dated as
of February 25, 2005

 

to

 

SECOND
AMENDED AND RESTATED BASE INDENTURE

 

dated as
of June 3, 2004

 

_____________________
















	 	 	 






























 




 

Table
of Contents

         Page           


	
      ARTICLE
      I DEFINITIONS
	 	
      2

	
      ARTICLE
      II SERIES 2005-1 ALLOCATIONS
	 	
      22

	 	
      Section
      2.1 Establishment of Series 2005-1 Collection Account, Series 2005-1
      Excess Collection Account and Series 2005-1 Accrued 

      Interest
      Account
	
      22

	 	
      Section
      2.2 Allocations with Respect to the Series 2005-1 Notes
	
      22

	 	
      Section
      2.3 Payments to Noteholders and Each Series 2005-1 Interest Rate Swap
      

      Counterparty
	
      26

	 	
      Section
      2.4 Payment of Note Interest
	
      30

	 	
      Section
      2.5 Payment of Note Principal
	
      30

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

      Payment
	
      35

	 	
      Section
      2.7 Series-2005-1 Reserve Account
	
      35

	 	
      Section
      2.8 Series 2005-1 Letters of Credit and Series 2005-1 Cash Collateral
      

      Account
	
      37

	 	
      Section
      2.9 Series 2005-1 Distribution Account
	
      41

	 	
      Section
      2.10 Series 2005-1 Interest Rate Swaps
	
      43

	 	
      Section
      2.11 Series 2005-1 Accounts Permitted Investments
	
      45

	 	
      Section
      2.12 Series 2005-1 Demand Notes Constitute Additional Collateral for
      

      Series
      2005-1 Notes
	
      45

	
      ARTICLE
      III AMORTIZATION EVENTS
	 	
      45

	
      ARTICLE
      IV RIGHT TO WAIVE PURCHASE RESTRICTIONS
	 	
      47

	
      ARTICLE
      V FORM OF SERIES 2005-1 NOTES
	 	
      48

	 	
      Section
      5.1 Restricted Global Series 2005-1 Notes
	
      48

	 	
      Section
      5.2 Temporary Global Series 2005-1 Notes; Permanent Global Series
      2005-

      1
      Notes
	
      49

	
      ARTICLE
      VI GENERAL
	 	
      49

	 	
      Section
      6.1 Optional Repurchase
	
      49

	 	
      Section
      6.2 Information
	
      50

	 	
      Section
      6.3 Exhibits
	
      50

	 	
      Section
      6.4 Ratification of Base Indenture
	
      50

	 	
      Section
      6.5 Counterparts
	
      50

	 	
      Section
      6.6 Governing Law
	
      51

	 	
      Section
      6.7 Amendments
	
      51

	 	
      Section
      6.8 Discharge of Indenture
	
      51

	 	
      Section
      6.9 Notice to Surety Provider, Rating Agencies and each Series 2005-1
      

      Interest
      Rate Swap Counterparty
	
      52

	 	
      Section
      6.10 Certain Rights of Surety Provider
	
      52

	 	
      Section
      6.11 Surety Provider Deemed Noteholder and Secured Party
	
      52

	 	
      Section
      6.12 Capitalization of CRCF
	
      52

	 	
      Section
      6.13 Series 2005-1 Required Non-Program Enhancement
    Percentage
	
      53

	 	
      Section
      6.14 Third Party Beneficiary
	
      53

	 	
      Section
      6.15 Prior Notice by Trustee to Surety Provider
	
      53

	 	
      Section
      6.16 Effect of Payments by the Surety Provider
	
      53

	 	
      Section
      6.17 Series 2005-1 Demand Notes
	
      54

	 	
      Section
      6.18 Subrogation
	
      54

	 	
      Section
      6.19 Termination of Supplement
	
      54

	 	
      Section
      6.20 Condition to Termination of CRCF’s Obligations
	
      54

	 	
      Section
      6.21 Confidential Information
	
      55












(i)
















	 	 	 
	 	
      Section
      6.9 Notice to Surety Provider, Rating Agencies and each Series 2005-1
      

      Interest
      Rate Swap Counterparty
	
      52

	 	
      Section
      6.10 Certain Rights of Surety Provider
	
      52

	 	
      Section
      6.11 Surety Provider Deemed Noteholder and Secured Party
	
      52

	 	
      Section
      6.12 Capitalization of CRCF
	
      52

	 	
      Section
      6.13 Series 2005-1 Required Non-Program Enhancement
    Percentage
	
      53

	 	
      Section
      6.14 Third Party Beneficiary
	
      53

	 	
      Section
      6.15 Prior Notice by Trustee to Surety Provider
	
      53

	 	
      Section
      6.16 Effect of Payments by the Surety Provider
	
      53

	 	
      Section
      6.17 Series 2005-1 Demand Notes
	
      54

	 	
      Section
      6.18 Subrogation
	
      54

	 	
      Section
      6.19 Termination of Supplement
	
      54

	 	
      Section
      6.20 Condition to Termination of CRCF’s Obligations
	
      54

	 	
      Section
      6.21 Confidential Information
	
      55
















(ii)














SERIES
2005-1 SUPPLEMENT, dated as of February 25, 2005 (this “Supplement”), among
CENDANT RENTAL CAR FUNDING (AESOP) LLC, a special purpose limited liability
company established under the laws of Delaware (“CRCF”), THE
BANK OF NEW YORK, a New York banking corporation, as trustee (in such capacity,
and together with its successors in trust thereunder as provided in the Base
Indenture referred to below, the “Trustee”), and
THE BANK OF NEW YORK, as agent (in such capacity, the “Series
2005-1 Agent”) for
the benefit of the Series 2005-1 Noteholders, each Series 2005-1 Interest Rate
Swap Counterparty and the Surety Provider, to the Second Amended and Restated
Base Indenture, dated as of June 3, 2004, between CRCF and the Trustee (as
amended, modified or supplemented from time to time, exclusive of Supplements
creating a new Series of Notes, the “Base
Indenture”).

 

 

PRELIMINARY
STATEMENT

 

WHEREAS,
Sections 2.2 and 12.1 of the Base Indenture provide, among other things, that
CRCF and the Trustee may at any time and from time to time enter into a
supplement to the Base Indenture for the purpose of authorizing the issuance of
one or more Series of Notes;

 

 

NOW,
THEREFORE, the parties hereto agree as follows:

 

 

DESIGNATION

 

There is
hereby created a Series of Notes of three classes to be issued pursuant to the
Base Indenture and this Supplement, and such Series of Notes shall be designated
generally as Series 2005-1 Rental Car Asset Backed Notes.

 

The
Series 2005-1 Notes will be issued in three classes: one of which shall be
designated as the Series 2005-1 3.95% Rental Car Asset Backed Notes, Class A-1,
one of which shall be designated as the Series 2005-1 Floating Rate Rental Car
Asset Backed Notes, Class A-2, and one of which shall be designated as the
Series 2005-1 Floating Rate Rental Car Asset Backed Notes, Class
A-3.

 

The
proceeds from the sale of the Series 2005-1 Notes shall be deposited in the
Collection Account and shall be paid to CRCF and used to make Loans under the
Loan Agreements to the extent that the Borrowers have requested Loans thereunder
and Eligible Vehicles are available for acquisition or refinancing thereunder on
the date hereof. Any such portion of proceeds not so used to make Loans shall be
deemed to be Principal Collections.

 

The
Series 2005-1 Notes are a non-Segregated Series of Notes (as more fully
described in the Base Indenture). Accordingly, all references in this Supplement
to “all” Series of Notes (and all references in this Supplement to terms defined
in the Base Indenture that contain references to “all” Series of Notes) shall
refer to all Series of Notes other than Segregated Series of Notes.

 







-1-












  
ARTICLE I  

 

DEFINITIONS

 

(b) The
following words and phrases shall have the following meanings with respect to
the Series 2005-1 Notes and the definitions of such terms are applicable to the
singular as well as the plural form of such terms and to the masculine as well
as the feminine and neuter genders of such terms:

 

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

 

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

 

“Certificate
of Lease Deficit Demand” means a
certificate substantially in the form of Annex
A to the
Series 2005-1 Letters of Credit.

 

“Certificate
of Termination Date Demand” means a
certificate substantially in the form of Annex
D to the
Series 2005-1 Letters of Credit.

 

“Certificate
of Termination Demand” means a
certificate substantially in the form of Annex
C to the
Series 2005-1 Letters of Credit.

 

“Certificate
of Unpaid Demand Note Demand” means a
certificate substantially in the form of Annex
B to the
Series 2005-1 Letters of Credit.

 

“Class” means a
class of the Series 2005-1 Notes, which may be the Class A-1 Notes, the Class
A-2 Notes or the Class A-3 Notes. 

 

“Class
A-1 Carryover Controlled Amortization Amount” means,
with respect to any Related Month during the Three-Year Notes Controlled
Amortization Period, the amount, if any, by which the portion of the Monthly
Total Principal Allocation paid to the Class A-1 Noteholders pursuant to Section
2.5(e) for the previous Related Month was less than the Class A-1 Controlled
Distribution Amount for the previous Related Month; provided,
however, that
for the first Related Month in the Three-Year Notes Controlled Amortization
Period, the Class A-1 Carryover Controlled Amortization Amount shall be
zero.

 

“Class
A-1 Controlled Amortization Amount” means
(i) with respect to any Related Month during the Three-Year Notes Controlled
Amortization Period other than the Related Month immediately preceding the
Three-Year Notes Expected Final Distribution Date, $54,166,666.66 and (ii) with
respect to the Related Month immediately preceding the Three-Year Notes Expected
Final Distribution Date, $54,166,666.70.

 







-2-












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

 

“Class
A-1 Initial Invested Amount” means
the aggregate initial principal amount of the Class A-1 Notes, which is
$325,000,000.

 

“Class
A-1 Invested Amount” means,
when used with respect to any date, an amount equal to the Class A-1 Outstanding
Principal Amount plus the sum
of (a) the amount of any principal payments made to the Class A-1 Noteholders on
or prior to such date with the proceeds of a demand on the Surety Bond and (b)
the amount of any principal payments made to Class A-1 Noteholders that have
been rescinded or otherwise returned by the Class A-1 Noteholders for any
reason.

 

“Class
A-1 Monthly Interest” means,
with respect to (i) the initial Series 2005-1 Interest Period, an amount equal
to $891,493.06 and (ii) any other Series 2005-1 Interest Period, an amount equal
to the product of (A) one-twelfth of the Class A-1 Note Rate and (B) the Class
A-1 Invested Amount on the first day of such Series 2005-1 Interest Period,
after giving effect to any principal payments made on such date. 

 

“Class
A-1 Note Rate” means
3.95% per annum.

 

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

 

“Class
A-1 Notes” means
any one of the Series 2005-1 3.95% Rental Car Asset Backed Notes, Class A-1,
executed by CRCF and authenticated by or on behalf of the Trustee, substantially
in the form of Exhibit
A-1-1,
Exhibit
A-1-2 or
Exhibit
A-1-3.
Definitive Class A-1 Notes shall have such insertions and deletions as are
necessary to give effect to the provisions of Section 2.18 of the Base
Indenture.

 

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

 

“Class
A-2 Carryover Controlled Amortization Amount” means,
with respect to any Related Month during the Three-Year Notes Controlled
Amortization Period, the amount, if any, by which the portion of the Monthly
Total Principal Allocation paid to the Class A-2 Noteholders pursuant to Section
2.5(e) for the previous Related Month was less than the Class A-2 Controlled
Distribution Amount for the previous Related Month; provided,
however, that
for 

 







-3-












 

the first
Related Month in the Three-Year Notes Controlled Amortization Period, the Class
A-2 Carryover Controlled Amortization Amount shall be zero.

 

“Class
A-2 Controlled Amortization Amount” means
with respect to any Related Month during the Three-Year Notes Controlled
Amortization Period $50,000,000.00.

 

“Class
A-2 Controlled Distribution Amount” means,
with respect to any Related Month during the Three-Year Notes Controlled
Amortization Period, an amount equal to the sum of the Class A-2 Controlled
Amortization Amount and any Class A-2 Carryover Controlled Amortization Amount
for such Related Month.

 

“Class
A-2 Initial Invested Amount” means
the aggregate initial principal amount of the Class A-2 Notes, which is
$300,000,000.

 

“Class
A-2 Invested Amount” means,
when used with respect to any date, an amount equal to the Class A-2 Outstanding
Principal Amount plus the sum
of (a) the amount of any principal payments made to the Class A-2 Noteholders on
or prior to such date with the proceeds of a demand on the Surety Bond and (b)
the amount of any principal payments made to Class A-2 Noteholders that have
been rescinded or otherwise returned by the Class A-2 Noteholders for any
reason.

 

“Class
A-2 Monthly Interest” means,
with respect to any Series 2005-1 Interest Period, an amount equal to the
product of (A) the Class A-2 Invested Amount on the first day of such Series
2005-1 Interest Period, after giving effect to any principal payments made on
such date, (B) the Class A-2 Note Rate for such Series 2005-1 Interest Period
and (C) the number of days in such Series 2005-1 Interest Period divided by
360.

 

“Class
A-2 Note Rate” means,
for (i) the initial Series 2005-1 Interest Period, 2.71% per annum and
(ii) any other Series 2005-1 Interest Period, the sum of 0.06% plus LIBOR
for such Series 2005-1 Interest Period. 

 

“Class
A-2 Noteholder” means
the Person in whose name a Class A-2 Note is registered in the Note
Register.

 

“Class
A-2 Notes” means
any one of the Series 2005-1 Floating Rate Rental Car Asset Backed Notes, Class
A-2, executed by CRCF and authenticated by or on behalf of the Trustee,
substantially in the form of Exhibit
A-2-1,
Exhibit
A-2-2 or
Exhibit
A-2-3.
Definitive Class A-2 Notes shall have such insertions and deletions as are
necessary to give effect to the provisions of Section 2.18 of the Base
Indenture.

 

“Class
A-2 Outstanding Principal Amount” means,
when used with respect to any date, an amount equal to (a) the Class A-2 Initial
Invested Amount minus (b) the
amount of principal payments made to Class A-2 Noteholders on or prior to such
date.

 

“Class
A-3 Carryover Controlled Amortization Amount” means,
with respect to any Related Month during the Class A-3 Controlled Amortization
Period, the amount, if any, by which the portion of the Monthly Total Principal
Allocation paid to the Class A-3 Noteholders pursuant to Section 2.5(e) for the
previous Related Month was less than the Class A-3 Controlled 

 







-4-












 

Distribution
Amount for the previous Related Month; provided,
however, that
for the first Related Month in the Class A-3 Controlled Amortization Period, the
Class A-3 Carryover Controlled Amortization Amount shall be zero.

 

“Class
A-3 Controlled Amortization Amount” means
(i) with respect to any Related Month during the Class A-3 Controlled
Amortization Period other than the Related Month immediately preceding the Class
A-3 Expected Final Distribution Date, $20,833,333.33 and (ii) with respect to
the Related Month immediately preceding the Class A-3 Expected Final
Distribution Date, $20,833,333.35.

 

“Class
A-3 Controlled Amortization Period” means
the period commencing at the opening of business on October 1, 2009 (or, if
such day is not a Business Day, the Business Day immediately preceding such day)
and continuing to the earliest of (i) the commencement of the Series 2005-1
Rapid Amortization Period, (ii) the date on which the Class A-3 Notes are fully
paid and (iii) the termination of the Indenture. 

 

“Class
A-3 Controlled Distribution Amount” means,
with respect to any Related Month during the Class A-3 Controlled Amortization
Period, an amount equal to the sum of the Class A-3 Controlled Amortization
Amount and any Class A-3 Carryover Controlled Amortization Amount for such
Related Month.

 

“Class
A-3 Expected Final Distribution Date” means
the April 2010 Distribution Date. 

 

“Class
A-3 Final Distribution Date” means
the April 2011 Distribution Date. 

 

“Class
A-3 Initial Invested Amount” means
the aggregate initial principal amount of the Class A-3 Notes, which is
$125,000,000.

 

“Class
A-3 Invested Amount” means,
when used with respect to any date, an amount equal to the Class A-3 Outstanding
Principal Amount plus the sum
of (a) the amount of any principal payments made to the Class A-3 Noteholders on
or prior to such date with the proceeds of a demand on the Surety Bond and (b)
the amount of any principal payments made to Class A-3 Noteholders that have
been rescinded or otherwise returned by the Class A-3 Noteholders for any
reason.

 

“Class
A-3 Monthly Interest” means,
with respect to any Series 2005-1 Interest Period, an amount equal to the
product of (A) the Class A-3 Invested Amount on the first day of such Series
2005-1 Interest Period, after giving effect to any principal payments made on
such date, (B) the Class A-3 Note Rate for such Series 2005-1 Interest Period
and (C) the number of days in such Series 2005-1 Interest Period divided by 360.


 

“Class
A-3 Note Rate” means,
for (i) the initial Series 2005-1 Interest Period, 2.77% per annum and (ii) any
other Series 2005-1 Interest Period, the sum of 0.12% plus LIBOR for such Series
2005-1 Interest Period. 

 

“Class
A-3 Noteholder” means
the Person in whose name a Class A-3 Note is registered in the Note
Register.

 







-5-












“Class
A-3 Notes” means
any one of the Series 2005-1 Floating Rate Rental Car Asset Backed Notes, Class
A-3, executed by CRCF and authenticated by or on behalf of the Trustee,
substantially in the form of Exhibit
A-3-1,
Exhibit
A-3-2 or
Exhibit
A-3-3.
Definitive Class A-3 Notes shall have such insertions and deletions as are
necessary to give effect to the provisions of Section 2.18 of the Base
Indenture.

 

“Class
A-3 Outstanding Principal Amount” means,
when used with respect to any date, an amount equal to (a) the Class A-3 Initial
Invested Amount minus (b) the
amount of principal payments made to Class A-3 Noteholders on or prior to such
date.

 

“Clearstream” is
defined in Section 5.2.

 

“Consent” is
defined in Article IV.

 

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

 

“Demand
Note Issuer” means
each issuer of a Series 2005-1 Demand Note.

 

“Designated
Amounts” is
defined in Article IV.

 

“Disbursement” means
any Lease Deficit Disbursement, any Unpaid Demand Note Disbursement, any
Termination Date Disbursement or any Termination Disbursement under a Series
2005-1 Letter of Credit, or any combination thereof, as the context may
require.

 

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

 

“Euroclear” is
defined in Section 5.2.

 

“Fixed
Rate Payment” means,
for any Distribution Date, the amount, if any, payable by CRCF as the “Fixed
Amount” under any Series 2005-1 Interest Rate Swap after the netting of payments
due to CRCF as the “Floating Amount” from the Series 2005-1 Interest Rate Swap
Counterparty under such Series 2005-1 Interest Rate Swap on such Distribution
Date.

 

“Insurance
Agreement” means
the Insurance Agreement, dated as of February 25, 2005, among the Surety
Provider, the Trustee and CRCF, which shall constitute an “Enhancement
Agreement” with respect to the Series 2005-1 Notes for all purposes under the
Indenture.

 

“Insured
Principal Deficit Amount” means,
with respect to any Distribution Date, the excess, if any, of (a) the Series
2005-1 Outstanding Principal Amount on such Distribution Date (after giving
effect to the distribution of the Monthly Total Principal Allocation for the
Related Month) over (b) the sum of the Series 2005-1 Available Reserve Account
Amount on such Distribution Date, the Series 2005-1 Letter of Credit Amount on
such Distribution Date and the Series 2005-1 AESOP I Operating Lease Loan
Agreement Borrowing Base on such Distribution Date.

 

“Lease
Deficit Disbursement” means
an amount drawn under a Series 2005-1 Letter of Credit pursuant to a Certificate
of Lease Deficit Demand.

 







-6-












“LIBOR” means,
with respect to each Series 2005-1 Interest Period, a rate per annum to be
determined by the Trustee as follows:

 

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

 

(ii) If, on
any LIBOR Determination Date, such rate does not appear on Telerate Page 3750,
the Trustee will request that the principal London offices of each of four major
banks in the London interbank market selected by the Trustee provide the Trustee
with offered quotations for deposits in U.S. dollars for a period of one month,
commencing on the first day of such Series 2005-1 Interest Period, to prime
banks in the London interbank market at approximately 11:00 a.m., London time,
on such LIBOR Determination Date and in a principal amount equal to an amount of
not less than $250,000 that is representative of a single transaction in such
market at such time. If at least two such quotations are provided, “LIBOR” for
such Series 2005-1 Interest Period will be the arithmetic mean of such
quotations; or

 

(iii) If fewer
than two such quotations are provided pursuant to clause (ii), “LIBOR” for such
Series 2005-1 Interest Period will be the arithmetic mean of rates quoted by
three major banks in the City of New York selected by the Trustee at
approximately 11:00 a.m., New York City time, on such LIBOR Determination
Date for loans in U.S. dollars to leading European banks, for a period of one
month, commencing on the first day of such Series 2005-1 Interest Period, and in
a principal amount equal to an amount of not less than $250,000 that is
representative of a single transaction in such market at such time; provided,
however, that if
the banks selected as aforesaid by such Trustee are not quoting rates as
mentioned in this sentence, “LIBOR” for such Series 2005-1 Interest Period will
be the same as “LIBOR” for the immediately preceding Series 2005-1 Interest
Period.

 

“LIBOR
Determination Date” means,
with respect to any Series 2005-1 Interest Period, the second London Banking Day
preceding the first day of such Series 2005-1 Interest Period.

 

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

 

“Monthly
Total Principal Allocation” means
for any Related Month the sum of all Series 2005-1 Principal Allocations with
respect to such Related Month.

 

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

 

“Permanent
Global Class A-1 Note” is
defined in Section 5.2.

 

“Permanent
Global Class A-2 Note” is
defined in Section 5.2.

 

“Permanent
Global Class A-3 Note” is
defined in Section 5.2.

 







-7-












“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 2005-1 Demand Notes included in the Series 2005-1 Demand Note
Payment Amount as of the Series 2005-1 Letter of Credit Termination Date that
were paid by the Demand Note Issuers more than one year before such date of
determination; provided,
however, that if
an Event of Bankruptcy (or the occurrence of an event described in clause (a) of
the definition thereof, without the lapse of a period of sixty (60) consecutive
days) with respect to a Demand Note Issuer occurs during such one year period,
(x) the Pre-Preference Period Demand Note Payments as of any date during the
period from and including the date of the occurrence of such Event of Bankruptcy
to and including the conclusion or dismissal of the proceedings giving rise to
such Event of Bankruptcy without continuing jurisdiction by the court in such
proceedings shall equal the Pre-Preference Period Demand Note Payments as of the
date of such occurrence for all Demand Note Issuers and (y) the Pre-Preference
Period Demand Note Payments as of any date after the conclusion or dismissal of
such proceedings shall equal the Series 2005-1 Demand Note Payment Amount as of
the date of the conclusion or dismissal of such proceedings.

 

“Principal
Deficit Amount” means,
as of any date of determination, the excess, if any, of (i) the Series 2005-1
Invested Amount on such date (after giving effect to the distribution of the
Monthly Total Principal Allocation for the Related Month if such date is a
Distribution Date) over (ii) the Series 2005-1 AESOP I Operating Lease Loan
Agreement Borrowing Base on such date; provided,
however the
Principal Deficit Amount on any date occurring during the period commencing on
and including the date of the filing by any of the Lessees of a petition for
relief under Chapter 11 of the Bankruptcy Code to but excluding the date on
which each of the Lessees shall have resumed making all payments of the portion
of Monthly Base Rent relating to Loan Interest required to be made under the
AESOP I Operating Lease, shall mean the excess, if any, of (x) the Series 2005-1
Invested Amount on such date (after giving effect to the distribution of Monthly
Total Principal Allocation for the Related Month if such date is a Distribution
Date) over (y) the sum of (1) the Series 2005-1 AESOP I Operating Lease Loan
Agreement Borrowing Base on such date and (2) the lesser of (a) the Series
2005-1 Liquidity Amount on such date and (b) the Series 2005-1 Required
Liquidity Amount on such date.

 

“Pro
Rata Share” means,
with respect to any Series 2005-1 Letter of Credit Provider as of any date, the
fraction (expressed as a percentage) obtained by dividing (A) the available
amount under such Series 2005-1 Letter of Credit Provider’s Series 2005-1 Letter
of Credit as of such date by (B) an amount equal to the aggregate available
amount under all Series 2005-1 Letters of Credit as of such date; provided, that
only for purposes of calculating the Pro Rata Share with respect to any Series
2005-1 Letter of Credit Provider as of any date, if such Series 2005-1 Letter of
Credit Provider has not complied with its obligation to pay the Trustee the
amount of any draw under its Series 2005-1 Letter of Credit made prior to such
date, the available amount under such Series 2005-1 Letter of Credit Provider’s
Series 2005-1 Letter of Credit as of such date shall be treated as reduced (for
calculation purposes only) by the amount of such unpaid demand and shall not be
reinstated for purposes of such calculation unless and until the date as of
which such Series 2005-1 Letter of Credit Provider has paid such amount to the
Trustee and been reimbursed by the Lessee or the applicable Demand Note Issuer,
as the case may be, for such amount (provided that the
foregoing calculation shall not in any manner reduce the undersigned’s actual
liability in respect of any failure to pay any demand under its Series 2005-1
Letter of Credit).

 







-8-












“Qualified
Interest Rate Swap Counterparty” means a
counterparty (A) who is acceptable to the Surety Provider (in the exercise of
its reasonable judgment) and (B) who is a bank or other financial institution,
which is acceptable to each Rating Agency or which has, or which has all of its
obligations under its Series 2005-1 Interest Rate Swap guaranteed by a Person
that has, (i) a short-term senior, unsecured debt, deposit, claims paying or
credit (as the case may be) rating of at least “A-1”, or if such bank or
financial institution does not have a short-term senior, unsecured debt rating,
then a long-term senior, unsecured debt, deposit, claims paying or credit (as
the case may be) rating of at least “A+”, in each case, from Standard &
Poor’s and (ii) a short-term senior, unsecured debt, deposit, claims paying or
credit (as the case may be) rating of “P-1”, or if such bank or financial
institution does not have a short-term senior, unsecured debt rating, then a
long-term senior, unsecured debt, deposit, claims paying or credit (as the case
may be) rating of at least “A1”, in each case, from Moody’s.

 

“Requisite
Noteholders” means
Series 2005-1 Noteholders holding more than 50% of the Series 2005-1 Invested
Amount.

 

“Restricted
Global Class A-1 Note” is
defined in Section 5.1.

 

“Restricted
Global Class A-2 Note” is
defined in Section 5.1.

 

“Restricted
Global Class A-3 Note” is
defined in Section 5.1.

 

“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
2002-3 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.

 







-9-












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

 

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

 

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

 

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

 

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

 

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

 

“Series
2004-5 Notes” means
the Series of Notes designated as the Series 2004-5 Notes.

 

“Series
2005-1 Accounts” means
each of the Series 2005-1 Distribution Account, the Series 2005-1 Reserve
Account, the Series 2005-1 Collection Account, the Series 2005-1 Excess
Collection Account and the Series 2005-1 Accrued Interest Account.

 

“Series
2005-1 Accrued Interest Account” is
defined in Section 2.1(b).

 

 

“Series
2005-1 Adjusted Monthly Interest” means
(a) for the initial Distribution Date, an amount equal to $1,664,326.39
and (b) for any other Distribution Date, the sum of (i) the sum of (A) an amount
equal to the product of (1) the Class A-1 Note Rate and (2) the Class A-1
Outstanding Principal Amount on the first day of the Series 2005-1 Interest
Period ending on the day preceding such Distribution Date, divided by twelve,
(B) an amount equal to the product of (1) the Class A-2 Note Rate for such
Series 2005-1 Interest Period, (2) the Class A-2 Outstanding Principal Amount on
the first day of such Series 2005-1 Interest Period and (3) a fraction, the
numerator of which is the number of days in such Series 2005-1 Interest Period
and the denominator of which is 360 and (C) an amount equal to the product of
(1) the Class A-3 Note Rate for such Series 2005-1 Interest Period, (2) the
Class A-3 Outstanding Principal Amount on the first day of such Series 2005-1
Interest Period and (3) a fraction, the numerator of which is the number of days
in such Series 2005-1 Interest Period and the denominator of which is 360 and
(ii) any amount described in clause (b)(i) with respect to a prior Distribution
Date that remains unpaid as of such Distribution Date (together with any accrued
interest on such amount).

 

 

“Series
2005-1 AESOP I Operating Lease Loan Agreement Borrowing Base” means,
as of any date of determination, the product of (a) the Series 2005-1 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.

 







-10-












 

“Series
2005-1 AESOP I Operating Lease Vehicle Percentage” means,
as of any date of determination, a fraction, expressed as a percentage (which
percentage shall never exceed 100%), the numerator of which is the Series 2005-1
Required AESOP I Operating Lease Vehicle Amount as of such date and the
denominator of which is the sum of the Required AESOP I Operating Lease Vehicle
Amounts for all Series of Notes as of such date.

 

 

“Series
2005-1 Agent” is
defined in the recitals hereto.

 

“Series
2005-1 Available Cash Collateral Account Amount” means,
as of any date of determination, the amount on deposit in the Series 2005-1 Cash
Collateral Account (after giving effect to any deposits thereto and withdrawals
and releases therefrom on such date).

 

“Series-2005-1
Available Reserve Account Amount” means,
as of any date of determination, the amount on deposit in the Series 2005-1
Reserve Account (after giving effect to any deposits thereto and withdrawals and
releases therefrom on such date).

 

“Series
2005-1 Cash Collateral Account” is
defined in Section 2.8(f).

 

“Series
2005-1 Cash Collateral Account Collateral” is
defined in Section 2.8(a).

 

“Series
2005-1 Cash Collateral Account Surplus” means,
with respect to any Distribution Date, the lesser of (a) the Series 2005-1
Available Cash Collateral Account Amount and (b) the lesser of (A) the excess,
if any, of the Series 2005-1 Liquidity Amount (after giving effect to any
withdrawal from the Series 2005-1 Reserve Account on such Distribution Date)
over the Series 2005-1 Required Liquidity Amount on such Distribution Date and
(B) the excess, if any, of the Series 2005-1 Enhancement Amount (after giving
effect to any withdrawal from the Series 2005-1 Reserve Account on such
Distribution Date) over the Series 2005-1 Required Enhancement Amount on such
Distribution Date; provided,
however that, on
any date after the Series 2005-1 Letter of Credit Termination Date, the Series
2005-1 Cash Collateral Account Surplus shall mean the excess, if any, of (x) the
Series 2005-1 Available Cash Collateral Account Amount over (y) the Series
2005-1 Demand Note Payment Amount minus the
Pre-Preference Period Demand Note Payments as of such date.

 

“Series
2005-1 Cash Collateral Percentage” means,
as of any date of determination, the percentage equivalent of a fraction, the
numerator of which is the Series 2005-1 Available Cash Collateral Amount as of
such date and the denominator of which is the Series 2005-1 Letter of Credit
Liquidity Amount as of such date.

 

“Series
2005-1 Closing Date” means
February 25, 2005.

 

“Series
2005-1 Collateral” means
the Collateral, each Series 2005-1 Letter of Credit, each Series 2005-1 Demand
Note, the Series 2005-1 Distribution Account Collateral, the Series 2005-1
Interest Rate Swap Collateral, the Series 2005-1 Cash Collateral Account
Collateral and the Series 2005-1 Reserve Account Collateral.

 

“Series
2005-1 Collection Account” is
defined in Section 2.1(b).

 







-11-












“Series
2005-1 Controlled Amortization Period” means
the Three-Year Notes Controlled Amortization Period and/or the Class A-3
Controlled Amortization Period, as the case may be.

 

“Series
2005-1 Demand Note” means
each demand note made by a Demand Note Issuer, substantially in the form of
Exhibit
C to this
Supplement, as amended, modified or restated from time to time.

 

“Series
2005-1 Demand Note Payment Amount” means,
as of the Series 2005-1 Letter of Credit Termination Date, the aggregate amount
of all proceeds of demands made on the Series 2005-1 Demand Notes pursuant to
Section 2.5(b) or (c) that were deposited into the Series 2005-1
Distribution Account and paid to the Series 2005-1 Noteholders during the one
year period ending on the Series 2005-1 Letter of Credit Termination Date;
provided,
however, that if
an Event of Bankruptcy (or the occurrence of an event described in clause (a) of
the definition thereof, without the lapse of a period of sixty (60) consecutive
days) with respect to a Demand Note Issuer shall have occurred during such one
year period, the Series 2005-1 Demand Note Payment Amount as of the Series
2005-1 Letter of Credit Termination Date shall equal the Series 2005-1 Demand
Note Payment Amount as if it were calculated as of the date of such
occurrence.

 

“Series
2005-1 Deposit Date” is
defined in Section 2.2.

 

“Series
2005-1 Distribution Account” is
defined in Section 2.9(a).

 

“Series
2005-1 Distribution Account Collateral” is
defined in Section 2.9(d).

 

“Series
2005-1 Eligible Letter of Credit Provider” means a
person satisfactory to CCRG, the Demand Note Issuers and the Surety Provider and
having, at the time of the issuance of the related Series 2005-1 Letter of
Credit, a long-term senior unsecured debt rating (or the equivalent thereof in
the case of Moody’s or Standard & Poor’s, as applicable) of at least “A+”
from Standard & Poor’s and at least “Al” from Moody’s and a short-term
senior unsecured debt rating of at least “A-1” from Standard & Poor’s and
“P-1” from Moody’s that is (a) a commercial bank having total assets in excess
of $500,000,000, (b) a finance company, insurance company or other financial
institution that in the ordinary course of business issues letters of credit and
has total assets in excess of $200,000,000 or (c) any other financial
institution; provided,
however, that if
a person is not a Series 2005-1 Letter of Credit Provider (or a letter of credit
provider under the Supplement for any other Series of Notes), then such person
shall not be a Series 2005-1 Eligible Letter of Credit Provider until CRCF has
provided 10 days’ prior notice to the Rating Agencies that such person has been
proposed as a Series 2005-1 Letter of Credit Provider.

 

“Series
2005-1 Enhancement” means
the Series 2005-1 Cash Collateral Account Collateral, the Series 2005-1 Letters
of Credit, the Series 2005-1 Demand Notes, the Series 2005-1
Overcollateralization Amount and the Series 2005-1 Reserve Account
Amount.

 

“Series
2005-1 Enhancement Amount” means,
as of any date of determination, the sum of (i) the Series 2005-1
Overcollateralization Amount as of such date, (ii) the Series 2005-1 Letter of
Credit Amount as of such date, (iii) the Series 2005-1 Avail-able Reserve
Account Amount as of such date and (iv)
the amount of cash and Permitted Investments on 

 







-12-












 

deposit
in the Series 2005-1 Collection Account (not including amounts allocable to the
Series 2005-1 Accrued Interest Account) and the Series 2005-1 Excess Collection
Account as of such date.

 

“Series
2005-1 Enhancement Deficiency” means,
on any date of determination, the amount by which the Series 2005-1 Enhancement
Amount is less than the Series 2005-1 Required Enhancement Amount as of such
date.

 

“Series
2005-1 Excess Collection Account” is
defined in Section 2.1(b).

 

“Series
2005-1 Final Distribution Date” means
the Three-Year Notes Final Distribution Date or the Class A-3 Final Distribution
Date, as the case may be.

 

“Series
2005-1 Initial Invested Amount” means
the sum of the Class A-1 Initial Invested Amount, the Class A-2 Initial Invested
Amount and the Class A-3 Initial Invested Amount.

 

“Series
2005-1 Interest Period” means a
period commencing on and including a Distribution Date and ending on and
including the day preceding the next succeeding Distribution Date; provided,
however that the
initial Series 2005-1 Interest Period shall commence on and include the Series
2005-1 Closing Date and end on and include March 20, 2005.

 

“Series
2005-1 Interest Rate Swap” is
defined in Section 2.10(a).

 

“Series
2005-1 Interest Rate Swap Collateral” is
defined in Section 2.10(d).

 

“Series
2005-1 Interest Rate Swap Counterparty” means
CRCF’s counterparty under any Series 2005-1 Interest Rate
Swap.

 

“Series
2005-1 Interest Rate Swap Proceeds” means
the amounts received by the Trustee from a Series 2005-1 Interest Rate Swap
Counterparty from time to time in respect of any Series 2005-1 Interest
Rate Swap (including amounts received from a guarantor or from
collateral).

 

“Series
2005-1 Invested Amount” means,
as of any date of determination, the sum of the Class A-1 Invested Amount as of
such date, the Class A-2 Invested Amount as of such date and the Class A-3
Invested Amount as of such date. 

 

“Series
2005-1 Invested Percentage” means
as of any date of determination:

 

(a) when used
with respect to Principal Collections, the percentage equivalent (which
percent-age shall never exceed 100%) of a fraction, the numerator of which shall
be equal to the sum of the Series 2005-1 Invested Amount and the Series 2005-1
Overcollateralization Amount, determined during the Series 2005-1 Revolving
Period as of the end of the Related Month (or, until the end of the initial
Related Month, on the Series 2005-1 Closing Date), or, during the Series 2005-1
Controlled Amortization Period and the Series 2005-1 Rapid Amortization Period,
as of the end of the Series 2005-1 Revolving Period, and the denominator of
which shall be the greater of (I) the Aggregate 

 







-13-











 

Asset
Amount as of the end of the Related Month or, until the end of the initial
Related Month, as of the Series 2005-1 Closing Date, and (II) as of the same
date as in clause (I), the sum of the numerators used to determine (i) invested
percentages for allocations with respect to Principal Collections (for all
Series of Notes and all classes of such Series of Notes) and (ii)
overcollateralization percentages for allocations with respect to Principal
Collections (for all Series of Notes that provide for credit enhancement in the
form of overcollateralization); and


 

(b) when used
with respect to Interest Collections, the percentage equivalent (which
percentage shall never exceed 100%) of a fraction, the numerator of which shall
be the Accrued Amounts with respect to the Series 2005-1 Notes on such date of
determination, and the denominator of which shall be the aggregate Accrued
Amounts with respect to all Series of Notes on such date of
determination.

 

“Series
2005-1 Lease Interest Payment Deficit” means,
on any Distribution Date, an amount equal to the excess, if any, of (a) the
aggregate amount of Interest Collections which pursuant to Section 2.2(a), (b),
(c) or (d) would have been allocated to the Series 2005-1 Accrued Interest
Account if all payments of Monthly Base Rent required to have been made under
the Leases from and excluding the preceding Distribution Date to and including
such Distribution Date were made in full over (b) the aggregate amount of
Interest Collections which pursuant to Section 2.2(a), (b), (c) or (d) have been
allocated to the Series 2005-1 Accrued Interest Account (excluding any amounts
paid into the Series 2005-1 Accrued Interest Account pursuant to the proviso in
Sections 2.2(c)(ii) and/or 2.2(d)(ii)) from and excluding the preceding
Distribution Date to and including such Distribution Date. 

 

“Series
2005-1 Lease Payment Deficit” means
either a Series 2005-1 Lease Interest Payment Deficit or a Series 2005-1 Lease
Principal Payment Deficit.

 

“Series
2005-1 Lease Principal Payment Carryover Deficit” means
(a) for the initial Distribution Date, zero and (b) for any other Distribution
Date, the excess of (x) the Series 2005-1 Lease Principal Payment Deficit, if
any, on the preceding Distribution Date over (y) the
amount deposited in the Distribution Account on such preceding Distribution Date
pursuant to Section 2.5(b) on account of such Series 2005-1 Lease Principal
Payment Deficit.

 

“Series
2005-1 Lease Principal Payment Deficit” means
on any Distribution Date the sum of (a) the Series 2005-1 Monthly Lease
Principal Payment Deficit for such Distribution Date and (b) the Series 2005-1
Lease Principal Payment Carryover Deficit for such Distribution
Date.

 

“Series
2005-1 Letter of Credit” means
an irrevocable letter of credit, if any, substantially in the form of
Exhibit
D to this
Supplement issued by a Series 2005-1 Eligible Letter of Credit Provider in favor
of the Trustee for the benefit of the Series 2005-1 Noteholders, each Series
2005-1 Interest Rate Swap Counterparty and the Surety Provider in form and
substance satisfactory to the Surety Provider.

 

“Series
2005-1 Letter of Credit Amount” means,
as of any date of determination, the lesser of (a) the sum of (i) the
aggregate amount available to be drawn on such date under 

 







-14-












each
Series 2005-1 Letter of Credit on which no draw has been made pursuant to
Section 2.8(c), as specified therein, and (ii) if the Series 2005-1 Cash
Collateral Account has been established and funded pursuant to Section 2.8,
the Series 2005-1 Available Cash Collateral Account Amount on such date and (b)
the aggregate outstanding principal amount of the Series 2005-1 Demand Notes on
such date.

 

“Series
2005-1 Letter of Credit Expiration Date” means,
with respect to any Series 2005-1 Letter of Credit, the expiration date set
forth in such Series 2005-1 Letter of Credit, as such date may be extended in
accordance with the terms of such Series 2005-1 Letter of Credit.

 

“Series
2005-1 Letter of Credit Liquidity Amount” means,
as of any date of determination, the sum of (a) the aggregate amount available
to be drawn on such date under each Series 2005-1 Letter of Credit on which no
draw has been made pursuant to Section 2.8(c), as specified therein, and (b) if
the Series 2005-1 Cash Collateral Account has been established and funded
pursuant to Section 2.8, the Series 2005-1 Available Cash Collateral
Account Amount on such date.

 

“Series
2005-1 Letter of Credit Provider” means
the issuer of a Series 2005-1 Letter of Credit.

 

“Series
2005-1 Letter of Credit Termination Date” means
the first to occur of (a) the date on which the Series 2005-1 Notes are
fully paid and the Surety Provider has been paid all Surety Provider Fees and
all other Surety Provider Reimbursement Amounts then due, (b) the Series 2005-1
Termination Date and (c) such earlier date consented to by the Surety Provider
and the Rating Agencies which consent by the Surety Provider shall be in
writing.

 

“Series
2005-1 Limited Liquidation Event of Default” means,
so long as such event or condition continues, any event or condition of the type
specified in clauses (a) through (j) of Article III; provided,
however, that
any event or condition of the type specified in clauses (a) through (e) and (h)
through (j) of Article III shall not constitute a Series 2005-1 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 the written
consent of the Surety Provider waiving the occurrence of such Series 2005-1
Limited Liquidation Event of Default or (ii) the Trustee shall have received the
written consent of the Surety Provider waiving the occurrence of such Series
2005-1 Limited Liquidation Event of Default.

 

“Series
2005-1 Liquidity Amount” means,
as of any date of determination, the sum of (a) the Series 2005-1 Letter of
Credit Liquidity Amount on such date and (b) the Series 2005-1 Available Reserve
Account Amount on such date.

 

“Series
2005-1 Maximum Aggregate Kia/Isuzu/Subaru/Hyundai/Suzuki Amount” means,
as of any day, with respect to Kia, Isuzu, Subaru, Hyundai and Suzuki, in the
aggregate, an amount equal to 15% of the aggregate Net Book Value of all
Vehicles leased under the Leases on such day or such lesser percentage as may be
agreed to in writing by CRCF and the Surety Provider of the aggregate Net Book
Value of all Vehicles leased under the Leases on such day.

 







-15-












“Series
2005-1 Maximum Amount” means
any of the Series 2005-1 Maximum Manufacturer Amounts, the Series 2005-1 Maximum
Non-Eligible Manufacturer Amount, the Series 2005-1 Maximum Non-Program Vehicle
Amount or the Series 2005-1 Maximum Specified States Amount.

 

“Series
2005-1 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
2005-1 Maximum Manufacturer Amount” means,
as of any day, any of the Series 2005-1 Maximum Mitsubishi Amount, the Series
2005-1 Maximum Individual Kia/Isuzu/Subaru/Hyundai/Suzuki Amount or the Series
2005-1 Maximum Aggregate Kia/Isuzu/Subaru/Hyundai/Suzuki Amount.

 

“Series
2005-1 Maximum Mitsubishi Amount” means,
as of any day, an amount equal to 10% of the aggregate Net Book Value of all
Vehicles leased under the Leases on such day.

 

“Series
2005-1 Maximum Non-Eligible Manufacturer Amount” means,
as of any day, an amount equal to 3% of the aggregate Net Book Value of all
Vehicles leased under the Leases on such day.

 

“Series
2005-1 Maximum Non-Program Vehicle Amount” means,
as of any day, an amount equal to the Series 2005-1 Maximum Non-Program Vehicle
Percentage of the aggregate Net Book Value of all Vehicles leased under the
Leases on such day.

 

“Series
2005-1 Maximum Non-Program Vehicle Percentage” means
25% or such lesser percentage as may be agreed to in writing by CRCF and the
Surety Provider on or after the Series 2005-1 Closing Date, with prompt written
notice thereof delivered by CRCF to the Trustee.

 

“Series
2005-1 Maximum Specified States Amount” means,
as of any day, an amount equal to 7.5% of the aggregate Net Book Value of all
Vehicles leased under the Leases on such day.

 

“Series
2005-1 Monthly Interest” means,
with respect to any Series 2005-1 Interest Period, the sum of the Class A-1
Monthly Interest, the Class A-2 Monthly Interest and the Class A-3 Monthly
Interest with respect to such Series 2005-1 Interest Period.

 

“Series
2005-1 Monthly Lease Principal Payment Deficit” means,
on any Distribution Date, an amount equal to the excess, if any, of (a) the
aggregate amount of Principal Collections which pursuant to Section 2.2(a), (b),
(c) or (d) would have been allocated to the Series 2005-1 Collection Account if
all payments required to have been made under the Leases from and excluding the
preceding Distribution Date to and including such Distribution Date were made in
full over (b) the aggregate amount of Principal Collections which pursuant to
Section 2.2(a), (b), (c) or (d) have been allocated to the Series 2005-1
Collection Account (without giving effect to any amounts paid into the Series
2005-1 Accrued Interest Account pursuant to 

 







-16-












 

the
proviso in Sections 2.2(c)(ii) and/or 2.2(d)(ii)) from and excluding the
preceding Distribution Date to and including such Distribution
Date.

 

“Series
2005-1 Non-Program Vehicle Percentage” means,
as of any date of determination, 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 as of such date and the denominator of
which is the aggregate Net Book Value of all Vehicles leased under the AESOP I
Operating Lease as of such date.

 

“Series
2005-1 Note Owner” means
each beneficial owner of a Series 2005-1 Note. 

 

“Series
2005-1 Note Rate” means,
the Class A-1 Note Rate, the Class A-2 Note Rate or the Class A-3 Note Rate, as
the context may require.

 

“Series
2005-1 Noteholder” means
any Class A-1 Noteholder, any Class A-2 Noteholder or any Class A-3
Noteholder.

 

“Series
2005-1 Notes” means,
collectively, the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes.


 

“Series
2005-1 Outstanding Principal Amount” means,
as of any date of determination, the sum of the Class A-1 Outstanding Principal
Amount, the Class A-2 Outstanding Principal Amount and the Class A-3 Outstanding
Principal Amount. 

 

“Series
2005-1 Overcollateralization Amount” means
(i) as of any date on which no AESOP I Operating Lease Vehicle Deficiency
exists, the Series 2005-1 Required Overcollateralization Amount as of such date
and (ii) as of any date on which an AESOP I Operating Lease Vehicle Deficiency
exists, the excess, if any, of (x) the Series 2005-1 AESOP I Operating Lease
Loan Agreement Borrowing Base as of such date over (y) the Series 2005-1
Invested Amount as of such date.

 

“Series
2005-1 Past Due Rent Payment” is
defined in Section 2.2(g).

 

“Series
2005-1 Percentage” means,
as of any date of determination, a fraction, expressed as a per-centage, the
numerator of which is the Series 2005-1 Invested Amount as of such date and the
denominator of which is the Aggregate Invested Amount as of such
date.

 

“Series
2005-1 Principal Allocation” is
defined in Section 2.2(a)(ii).

 

“Series
2005-1 Program Vehicle Percentage” means,
as of any date of determination, 100% minus the
Series 2005-1 Non-Program Vehicle Percentage.

 

“Series
2005-1 Rapid Amortization Period” means
the period beginning at the close of business on the Business Day immediately
preceding the day on which an Amortization Event is deemed to have occurred with
respect to the Series 2005-1 Notes and ending upon the earliest to occur of (i)
the date on which the Series 2005-1 Notes are fully paid, the Surety Provider
has been paid all Surety Provider Fees and all other Surety Provider
Reimbursement 

 







-17-












 

Amounts
then due and the Series 2005-1 Interest Rate Swaps have been terminated and
there are no amounts due and owing thereunder, (ii) the Series 2005-1
Termination Date and (iii) the termination of the Indenture.

 

“Series
2005-1 Reimbursement Agreement” means
any and each agreement providing for the reimbursement of a Series 2005-1 Letter
of Credit Provider for draws under its Series 2005-1 Letter of Credit as the
same may be amended, supplemented, restated or otherwise modified from time to
time.

 

“Series
2005-1 Repurchase Amount” is
defined in Section 6.1.

 

“Series
2005-1 Required AESOP I Operating Lease Vehicle Amount” means,
as of any date of determination, the sum of the Series 2005-1 Invested Amount
and the Series 2005-1 Required Overcollateralization Amount as of such
date.

 

“Series
2005-1 Required Enhancement Amount” means,
as of any date of determination, the sum of (i) the product of the Series 2005-1
Required Enhancement Percentage as of such date and the Series 2005-1 Invested
Amount as of such date, (ii) the Series 2005-1 AESOP I Operating Lease Vehicle
Percentage as of the immediately preceding Business Day of the excess, if any,
of the Non-Program Vehicle Amount as of such date over the Series 2005-1 Maximum
Non-Program Vehicle Amount as of such date, (iii) the Series 2005-1 AESOP I
Operating Lease Vehicle Percentage as of the immediately preceding Business Day
of the excess, if any, of the aggregate Net Book Value of all Vehicles
manufactured by Mitsubishi and leased under the Leases as of such date over the
Series 2005-1 Maximum Mitsubishi Amount as of such date, (iv) the Series 2005-1
AESOP I Operating Lease Vehicle Percentage as of the immediately preceding
Business Day of the excess, if any, of the aggregate Net Book Value of all
Vehicles manufactured by Kia, Isuzu, Subaru, Hyundai or Suzuki, individually,
and leased under the Leases as of such date over the Series 2005-1 Maximum
Individual Kia/Isuzu/Subaru/ Hyundai/Suzuki Amount as of such date, (v) the
Series 2005-1 AESOP I Operating Lease Vehicle Percentage as of the immediately
preceding Business Day of the excess, if any, of the aggregate Net Book Value of
all Vehicles manufactured by Kia, Isuzu, Subaru, Hyundai or Suzuki, in the
aggregate, and leased under the Leases as of such date over the Series 2005-1
Maximum Aggregate Kia/Isuzu/Subaru/Hyundai/Suzuki Amount as of such date, (vi)
the Series 2005-1 AESOP I Operating Lease Vehicle Percentage as of the
immediately preceding Business Day of the excess, if any, of the Specified
States Amount as of such date over the Series 2005-1 Maximum Specified States
Amount as of such date and (vii) the Series 2005-1 AESOP I Operating Lease
Vehicle Percentage as of the immediately preceding Business Day of the excess,
if any, of the Non-Eligible Manufacturer Amount as of such date over the Series
2005-1 Maximum Non-Eligible Manufacturer Amount as of such date.

 

“Series
2005-1 Required Enhancement Percentage” means,
as of any date of determination, the sum of (i) the product of (A) the Series
2005-1 Required Program Enhancement Rate as of such date and (B) the Series
2005-1 Program Vehicle Percentage as of such date and (ii) the product of (A)
the Series 2005-1 Required Non-Program Enhancement Percentage as of such date
and (B) the Series 2005-1 Non-Program Vehicle Percentage as of such
date.

 







-18-












 

“Series
2005-1 Required Liquidity Amount” means,
as of any date of determination, an amount equal to the product of 3.0% and the
Series 2005-1 Invested Amount as of such date. 

 

“Series
2005-1 Required Non-Program Enhancement Percentage” means,
as of any date of determination, the greater of (a) the Series 2005-1 Required
Non-Program Enhancement Rate as of such date and (b) the sum of (i) the Series
2005-1 Required Non-Program Enhancement Rate as of such date 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
2005-1 Required Non-Program Enhancement Rate” means,
as of any date of determination, the fraction, expressed as a percentage, (A)
the numerator of which is the sum of (1) the product of 20.00% and the Class A-1
Invested Amount as of such date, (2) the product of 20.00% and the Class A-2
Invested Amount as of such date
and (3) the
product of 20.25% and the Class A-3 Invested Amount as of such date and (B)
the denominator of which is the Series 2005-1 Invested Amount as of such
date.

 

“Series
2005-1 Required Program Enhancement Rate” means,
as of any date of determination, the fraction, expressed as a percentage, (A)
the numerator of which is the sum of (1) the product of 14.50% and the Class A-1
Invested Amount as of such date, (2) the product of 14.50% and the Class A-2
Invested Amount as of such date and (3) the product of 14.75% and the Class
A-3 Invested Amount as of such date and (B) the denominator of which is the
Series 2005-1 Invested Amount as of such date.




“Series
2005-1 Required Overcollateralization Amount” means,
as of any date of determination, the excess, if any, of the Series 2005-1
Required Enhancement Amount over the sum of (i) the Series 2005-1 Letter of
Credit Amount as of such date, (ii) the Series 2005-1 Available Reserve Account
Amount on such date and (iii) the amount of cash and Permitted Investments on
deposit in the Series 2005-1 Collection Account (not including amounts allocable
to the Series 2005-1 Accrued Interest Account) and the Series 2005-1 Excess
Collection Account on such date.

 

“Series
2005-1 Required Reserve Account Amount” means,
for any date of determination, an amount equal to the greater of (a) the
excess, if any, of the Series 2005-1 Required Liquidity Amount as of such date
over the Series 2005-1 Letter of Credit Liquidity Amount as of such date and (b)
the excess, if any, of the Series 2005-1 Required Enhancement Amount over the
Series 2005-1 Enhancement Amount (excluding therefrom the Series 2005-1
Available Reserve Account Amount and calculated after giving effect to any
payments of principal to be made on the Series 2005-1 Notes) as of such
date.

 

“Series
2005-1 Reserve Account” is
defined in Section 2.7(a).

 

“Series
2005-1 Reserve Account Collateral” is
defined in Section 2.7(d).

 







-19-












 

“Series
2005-1 Reserve Account Surplus” means,
with respect to any Distribution Date, the excess, if any, of the Series 2005-1
Available Reserve Account Amount over the Series 2005-1 Required Reserve Account
Amount on such Distribution Date.

 

“Series
2005-1 Revolving Period” means,
the period from and including the Series 2005-1 Closing Date to the earlier of
(i) the commencement of the Three-Year Notes Controlled Amortization Period and
(ii) the commencement of the Series 2005-1 Rapid Amortization Period;
provided that if
the Class A-1 Notes and the Class A-2 Notes are paid in full on or prior to the
April 2008 Distribution Date, then the Series 2005-1 Revolving Period shall also
include the period from and including the first day of the calendar month during
which the Distribution Date on which the Class A-1 Notes and the Class A-2 Notes
are paid in full occurs to the earlier of (i) the commencement of the Class A-3
Controlled Amortization Period and (ii) the commencement of the Series 2005-1
Rapid Amortization Period.

 

“Series
2005-1 Shortfall” is
defined in Section 2.3(g).

 

“Series
2005-1 Termination Date” means
the April 2011 Distribution Date.

 

“Series
2005-1 Trustee’s Fees” means,
for any Distribution Date during the Series 2005-1 Rapid Amortization Period on
which there exists a Series 2005-1 Lease Interest Payment Deficit, a portion of
the fees payable to the Trustee in an amount equal to the product of (i) the
Series 2005-1 Percentage as of the beginning of the Series 2005-1 Interest
Period ending on the day preceding such Distribution Date and (ii) the fees
owing to the Trustee under the Indenture; provided that the
Series 2005-1 Trustee’s Fees in the aggregate for all Distribution Dates shall
not exceed 1.1% of the Series 2005-1 Required AESOP I Operating Lease Vehicle
Amount as of the last day of the Series 2005-1 Revolving Period.

 

“Series
2005-1 Unpaid Demand Amount” means,
with respect to any single draw pursuant to Section 2.5(c) or (d) on the Series
2005-1 Letters of Credit, the aggregate amount drawn by the Trustee on all
Series 2005-1 Letters of Credit. 

 

“Shadow
Rating” means
the rating of the Series 2005-1 Notes by Standard & Poor’s or Moody’s, as
applicable, without giving effect to the Surety Bond.

 

“Supplement” is
defined in the preamble hereto.

 

“Surety
Bond” means
the Note Guaranty Insurance Policy No. 45774, dated February 25, 2005, issued by
the Surety Provider.

 

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

 

“Surety
Provider” means
MBIA Insurance Corporation, a New York-domiciled stock insurance corporation.
The Surety Provider shall constitute an “Enhancement Provider” with respect to
the Series 2005-1 Notes for all purposes under the Indenture and the other
Related Documents.

 







-20-












“Surety
Provider Fee” is
defined in the Insurance Agreement.

 

“Surety
Provider Reimbursement Amounts” means,
as of any date of determination, (i) an amount equal to the aggregate of any
amounts due as of such date to the Surety Provider pursuant to the Insurance
Agreement in respect of unreimbursed draws under the Surety Bond, including
interest thereon determined in accordance with the Insurance Agreement, and
(ii) an amount equal to the aggregate of any other amounts due as of such
date to the Surety Provider pursuant to the Insurance Agreement.

 

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

 

“Temporary
Global Class A-1 Note” is
defined in Section 5.2.

 

“Temporary
Global Class A-2 Note” is
defined in Section 5.2.

 

“Temporary
Global Class A-3 Note” is
defined in Section 5.2.

 

“Termination
Date Disbursement” means
an amount drawn under a Series 2005-1 Letter of Credit pursuant to a Certificate
of Termination Date Demand.

 

“Termination
Disbursement” means
an amount drawn under a Series 2005-1 Letter of Credit pursuant to a Certificate
of Termination Demand.

 

“Three-Year
Notes Controlled Amortization Period” means
the period commencing at the opening of business on October 1, 2007 (or, if such
day is not a Business Day, the Business Day immediately preceding such day) and
continuing to the earliest of (i) the commencement of the Series 2005-1
Rapid Amortization Period, (ii) the date on which the Class A-1 Notes and the
Class A-2 Notes are fully paid and (iii) the termination of the
Indenture.

 

“Three-Year
Notes Expected Final Distribution Date” means
the April 2008 Distribution Date.

 

“Three-Year
Notes Final Distribution Date” means
the April 2009 Distribution Date.

 

“Trustee” is
defined in the recitals hereto.

 

“Unpaid
Demand Note Disbursement” means
an amount drawn under a Series 2005-1 Letter of Credit pursuant to a Certificate
of Unpaid Demand Note Demand.

 

“Waivable
Amount” is
defined in Article IV.

 

“Waiver
Event” means
the occurrence of the delivery of a Waiver Request and the subsequent waiver of
any Series 2005-1 Maximum Amount.

 

“Waiver
Request” is
defined in Article IV.

 







-21-












 

(c) Any
amounts calculated by reference to the Series 2005-1 Invested Amount on any date
shall, unless otherwise stated, be calculated after giving effect to any payment
of principal made on such date.

 

 

ARTICLE
II  

 

SERIES
2005-1 ALLOCATIONS

 

With
respect to the Series 2005-1 Notes, the following shall apply:

 

Section
2.1   Establishment
of Series 2005-1 Collection Account, Series 2005-1 Excess Collection Account and
Series 2005-1 Accrued Interest Account

 

(a)  All
Collections allocable to the Series 2005-1 Notes shall be allocated to the
Collection Account.

 

(b)  The
Trustee will create three administrative subaccounts within the Collection
Account for the benefit of the Series 2005-1 Noteholders, each Series 2005-1
Interest Rate Swap Counterparty and the Surety Provider: the Series 2005-1
Collection Account (such sub-account, the “Series
2005-1 Collection Account”), the
Series 2005-1 Excess Collection Account (such sub-account, the “Series
2005-1 Excess Collection Account”) and
the Series 2005-1 Accrued Interest Account (such sub-account, the “Series
2005-1 Accrued Interest Account”).

 

Section
2.2   Allocations
with Respect to the Series 2005-1 Notes. The net
proceeds from the initial sale of the Series 2005-1 Notes will be deposited into
the Collection Account. On each Business Day on which Collections are deposited
into the Collection Account (each such date, a “Series
2005-1 Deposit Date”), the
Administrator will direct the Trustee in writing pursuant to the Administration
Agreement to allocate all amounts deposited into the Collection Account in
accordance with the provisions of this Section 2.2:

 

(a)  Allocations
of Collections During the Series 2005-1 Revolving Period. During
the Series 2005-1 Revolving Period, the Administrator will direct the Trustee in
writing pursuant to the Administration Agreement to allocate on each day, prior
to 11:00 a.m. (New York City time) on each Series 2005-1 Deposit Date, all
amounts deposited into the Collection Account as set forth below:

 

(i)  allocate
to the Series 2005-1 Collection Account an amount equal to the sum of (A) the
Series 2005-1 Invested Percentage (as of such day) of the aggregate amount of
Interest Collections on such day and (B) any amounts received by the Trustee on
such day in respect of the Series 2005-1 Interest Rate Swaps. All such amounts
allocated to the Series 2005-1 Collection Account shall be further allocated to
the Series 2005-1 Accrued Interest Account; and

 

(ii)  allocate
to the Series 2005-1 Excess Collection Account an amount equal to the Series
2005-1 Invested Percentage (as of such day) of the aggregate amount of Principal
Collections on such day (for any such day, the “Series
2005-1 Principal Allocation”);
provided,
however, if a
Waiver Event shall have occurred, then such allocation shall be modified as
provided in Article IV.

 







-22-












 

(b)  Allocations
of Collections During any Series 2005-1 Controlled Amortization
Period. With
respect to any Series 2005-1 Controlled Amortization Period, the Administrator
will direct the Trustee in writing pursuant to the Administration Agreement to
allocate, prior to 11:00 a.m. (New York City time) on any Series 2005-1 Deposit
Date, all amounts deposited into the Collection Account as set forth
below:

 

(i)  allocate
to the Series 2005-1 Collection Account an amount determined as set forth in
Section 2.2(a)(i) above for such day, which amount shall be further allocated to
the Series 2005-1 Accrued Interest Account; and

 

(ii)  (A) with
respect to the Three-Year Notes Controlled Amortization Period, allocate to the
Series 2005-1 Collection Account an amount equal to the Series 2005-1 Principal
Allocation for such day, which amount shall be used to make principal payments
in respect of the Class A-1 Notes and the Class A-2 Notes; provided,
however, that if
the Monthly Total Principal Allocation exceeds the sum of the Class A-1
Controlled Distribution Amount and the Class A-2 Controlled Distribution Amount,
then the amount of such excess shall be allocated to the Series 2005-1 Excess
Collection Account; and provided,
further, that if
a Waiver Event shall have occurred, then such allocation shall be modified as
provided in Article IV and (B) with respect to the Class A-3 Controlled
Amortization Period, allocate to the Series 2005-1 Collection Account an amount
equal to the Series 2005-1 Principal Allocation for such day, which amount shall
be used to make principal payments in respect of the Class A-3 Notes;
provided,
however, that if
the Monthly Total Principal Allocation exceeds the Class A-3 Controlled
Distribution Amount, then the amount of such excess shall be allocated to the
Series 2005-1 Excess Collection Account; and provided,
further, that if
a Waiver Event shall have occurred, then such allocation shall be modified as
provided in Article IV.

 

(c)  Allocations
of Collections During the Series 2005-1 Rapid Amortization
Period. With
respect to the Series 2005-1 Rapid Amortization Period, other than after the
occurrence of an Event of Bankruptcy with respect to CCRG, any other Lessee or
any Permitted Sublessee, the Administrator will direct the Trustee in writing
pursuant to the Administration Agreement to allocate, prior to 11:00 a.m.
(New York City time) on any Series 2005-1 Deposit Date, all amounts
deposited into the Collection Account as set forth below:

 

(i)  allocate
to the Series 2005-1 Collection Account an amount determined as set forth in
Section 2.2(a)(i) above for such day, which amount shall be further allocated to
the Series 2005-1 Accrued Interest Account; and

 

(ii)  allocate
to the Series 2005-1 Collection Account an amount equal to the Series 2005-1
Principal Allocation for such day, which amount shall be used to make principal
payments in respect of the Class A-1 Notes, the Class A-2 Notes and the Class
A-3 Notes, ratably, without preference or priority of any kind, until the Series
2005-1 Invested Amount is paid in full; provided that if
on any Determination Date (A) the Administrator determines that the amount
anticipated 

 







-23-












to be
available from Interest Collections allocable to the Series 2005-1 Notes, any
amounts payable to the Trustee in respect of the Series 2005-1 Interest Rate
Swaps and other amounts available pursuant to Section 2.3 to pay Series 2005-1
Adjusted Monthly Interest and any Fixed Rate Payments for the next succeeding
Distribution Date will be less than the sum of the Series 2005-1 Adjusted
Monthly Interest and the Fixed Rate Payments for such Distribution Date and (B)
the Series 2005-1 Enhancement Amount is greater than zero, then the
Administrator shall direct the Trustee in writing to reallocate a portion of the
Principal Collections allocated to the Series 2005-1 Notes during the Related
Month equal to the lesser of such insufficiency and the Series 2005-1
Enhancement Amount to the Series 2005-1 Accrued Interest Account to be treated
as Interest Collections on such Distribution Date.

 

(d)  Allocations
of Collections after the Occurrence of an Event of Bankruptcy. After
the occurrence of an Event of Bankruptcy with respect to CCRG, any other Lessee
or any Permitted Sublessee, the Administrator will direct the Trustee in writing
pursuant to the Administration Agreement to allocate, prior to 11:00 a.m. (New
York City time) on any Series 2005-1 Deposit Date, all amounts attributable to
the AESOP I Operating Lease Loan Agreement deposited into the Collection Account
as set forth below:

 

(i)  allocate
to the Series 2005-1 Collection Account an amount equal to the sum of (A) the
Series 2005-1 AESOP I Operating Lease Vehicle Percentage as of the date of the
occurrence of such Event of Bankruptcy of the aggregate amount of Interest
Collections made under the AESOP I Operating Lease Loan Agreement for such day
and (B) any amounts received by the Trustee in respect of the Series 2005-1
Interest Rate Swaps on such day. All such amounts allocated to the Series 2005-1
Collection Account shall be further allocated to the Series 2005-1 Accrued
Interest Account;

 

(ii)  allocate
to the Series 2005-1 Col-lection Account an amount equal to the Series 2005-1
AESOP I Operating Lease Vehicle Percentage as of the date of the occurrence of
such Event of Bankruptcy of the aggregate amount of Principal Collections made
under the AESOP I Operating Lease Loan Agree-ment, which amount shall be used to
make principal payments in respect of the Series Class A-1 Notes, the Class A-2
Notes and the Class A-3 Notes, ratably, without preference or priority of any
kind, until the Series 2005-1 Invested Amount is paid in full; provided that if
on any Determination Date (A) the Administrator determines that the amount
anticipated to be available from Interest Collections allocable to the Series
2005-1 Notes, any amounts payable to the Trustee in respect of Series 2005-1
Interest Rate Swaps and other amounts available pursuant to Section 2.3 to pay
Series 2005-1 Adjusted Monthly Interest and any Fixed Rate Payments for the next
succeeding Distribution Date will be less than the sum of the Series 2005-1
Adjusted Monthly Interest and the Fixed Rate Payments for such Distribution Date
and (B) the Series 2005-1 Enhancement Amount is greater than zero, then the
Administrator shall direct the Trustee in writing to reallocate a portion of the
Principal Collections allocated to the Series 

 







-24-












2005-1
Notes during the Related Month equal to the lesser of such insufficiency and the
Series 2005-1 Enhancement Amount to the Series 2005-1 Accrued Interest Account
to be treated as Interest Collections on such Distribution Date.

 

(e)  Series
2005-1 Excess Collection Account. Amounts
allocated to the Series 2005-1 Excess Collection Account on any Series 2005-1
Deposit Date will be (w) first, deposited in the Series 2005-1 Reserve Account
in an amount up to the excess, if any, of the Series 2005-1 Required Reserve
Account Amount for such date over the Series 2005-1 Available Reserve Account
Amount for such date, (x) second, used to pay the principal amount of other
Series of Notes that are then in amortization, (y) third, released to AESOP
Leasing in an amount equal to the product of (A) the Loan 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 (z)
fourth, paid to CRCF for any use permitted by the Related Documents including to
make Loans under the Loan Agreements to the extent the Borrowers have requested
Loans thereunder and Eligible Vehicles are available for financing thereunder;
provided,
however, that in
the case of clauses (x), (y) and (z), that no Amortization Event, Series 2005-1
Enhancement Deficiency or AESOP I Operating Lease Vehicle Deficiency would
result therefrom or exist immediately thereafter. Upon the occurrence of an
Amortization Event, funds on deposit in the Series 2005-1 Excess Collection
Account will be withdrawn by the Trustee, deposited in the Series 2005-1
Collection Account and allocated as Principal Collections to reduce the Series
2005-1 Invested Amount on the immediately succeeding Distribution
Date.

 

(f)  Allocations
From Other Series. Amounts
allocated to other Series of Notes that have been reallocated by CRCF to the
Series 2005-1 Notes (i) during the Series 2005-1 Revolving Period shall be
allocated to the Series 2005-1 Excess Collection Account and applied in
accordance with Section 2.2(e) and (ii) during the Series 2005-1 Controlled
Amortization Period or the Series 2005-1 Rapid Amortization Period shall be
allocated to the Series 2005-1 Collection Account and applied in accordance with
Section 2.2(b) or 2.2(c), as applicable, to make principal payments in respect
of the Series 2005-1 Notes.

 

(g)  Past
Due Rent Payments.
Notwithstanding the foregoing, if in the case of Section 2.2(a) or (b), after
the occurrence of a Series 2005-1 Lease Payment Deficit, the Lessees shall make
payments of Monthly Base Rent or other amounts payable by the Lessees under the
Leases on or prior to the fifth Business Day after the occurrence of such Series
2005-1 Lease Payment Deficit (a “Past
Due Rent Payment”), the
Administrator shall direct the Trustee in writing pursuant to the Administration
Agreement to allocate to the Series 2005-1 Collection Account an amount equal to
the Series 2005-1 Invested Percentage as of the date of the occurrence of such
Series 2005-1 Lease Payment Deficit of the Collections attributable to such Past
Due Rent Payment (the “Series
2005-1 Past Due Rent Payment”). The
Administrator shall instruct the Trustee in writing pursuant to the
Administration Agreement to withdraw from the Series 2005-1 Collection Account
and apply the Series 2005-1 Past Due Rent Payment in the following
order:

 







-25-












(i)  if the
occurrence of such Series 2005-1 Lease Payment Deficit resulted in one or more
Lease Deficit Disbursements being made under the Series 2005-1 Letters of
Credit, pay to each Series 2005-1 Letter of Credit Provider who made such a
Lease Deficit Disbursement for application in accordance with the provisions of
the applicable Series 2005-1 Reimbursement Agreement an amount equal to the
lesser of (x) the unreimbursed amount of such Series 2005-1 Letter of
Credit Provider’s Lease Deficit Disbursement and (y) such Series 2005-1 Letter
of Credit Provider’s Pro Rata Share of the Series 2005-1 Past Due Rent
Payment;

 

(ii)  if the
occurrence of such Series 2005-1 Lease Payment Deficit resulted in a withdrawal
being made from the Series 2005-1 Cash Collateral Account, deposit in the Series
2005-1 Cash Collateral Account an amount equal to the lesser of (x) the amount
of the Series 2005-1 Past Due Rent Payment remaining after any payment pursuant
to clause (i) above and (y) the amount withdrawn from the Series 2005-1 Cash
Collateral Account on account of such Series 2005-1 Lease Payment
Deficit;

 

(iii)  if the
occurrence of such Series 2005-1 Lease Payment Deficit resulted in a withdrawal
being made from the Series 2005-1 Reserve Account pursuant to Section 2.3(d),
deposit in the Series 2005-1 Reserve Account an amount equal to the lesser of
(x) the amount of the Series 2005-1 Past Due Rent Payment remaining after any
payments pursuant to clauses (i) and (ii) above and (y) the excess, if any, of
the Series 2005-1 Required Reserve Account Amount over the Series 2005-1
Available Reserve Account Amount on such day; 

 

(iv)  allocate
to the Series 2005-1 Accrued Interest Account the amount, if any, by which the
Series 2005-1 Lease Interest Payment Deficit, if any, relating to such Series
2005-1 Lease Payment Deficit exceeds the amount of the Series 2005-1 Past Due
Rent Payment applied pursuant to clauses (i), (ii) and (iii) above; and


 

(v)  treat the
remaining amount of the Series 2005-1 Past Due Rent Payment as Principal
Collections allocated to the Series 2005-1 Notes in accordance with Section
2.2(a)(ii) or 2.2(b)(ii), as the case may be.

 

Section
2.3   Payments
to Noteholders and Each Series 2005-1 Interest Rate Swap
Counterparty. On each
Determination Date, as provided below, the Administrator shall instruct the
Paying Agent in writing pursuant to the Administration Agreement to with-draw,
and on the following Distribution Date the Paying Agent, acting in accordance
with such instructions, shall withdraw the amounts required to be withdrawn from
the Collection Account pursuant to Section 2.3(a) below in respect of all funds
available from Series 2005-1 Interest Rate Swap Proceeds and Interest
Collections processed since the preceding Distribution Date and allocated to the
holders of the Series 2005-1 Notes.

 

(a)  Note
Interest with respect to the Series 2005-1 Notes and Payments on the Series
2005-1 Interest Rate Swaps. On each
Determination Date, the Administrator shall instruct the Trustee and the Paying
Agent in writing pursuant to the Administration Agreement as to the


 







-26-












 

amount to
be withdrawn and paid pursuant to Section 2.4 from the Series 2005-1 Accrued
Interest Account to the extent funds are anticipated to be available from
Interest Collections allocable to the Series 2005-1 Notes and the
Series 2005-1 Interest Rate Swap Proceeds processed from but not including
the preceding Distribution Date through the succeeding Distribution Date in
respect of (w) first, an amount equal to the Series 2005-1 Monthly Interest for
the Series 2005-1 Interest Period ending on the day preceding the related
Distribution Date, (x) second, an amount equal to all Fixed Rate Payments for
the next succeeding Distribution Date, (y) third, an amount equal to the amount
of any unpaid Series 2005-1 Shortfall as of the preceding Distribution Date
(together with any accrued interest on such Series 2005-1 Shortfall) and (z)
fourth, an amount equal to the Surety Provider Fee for such Series 2005-1
Interest Period plus any Surety Provider Reimbursement Amounts then due and
owing. On the following Distribution Date, the Trustee shall withdraw the
amounts described in the first sentence of this Section 2.3(a) from the
Series 2005-1 Accrued Interest Account and deposit such amounts in the Series
2005-1 Distribution Account.

 

(b)  Lease
Payment Deficit Notice. On or
before 10:00 a.m. (New York City time) on each Distribution Date, the
Administrator shall notify the Trustee and the Surety Provider of the amount of
any Series 2005-1 Lease Payment Deficit, such notification to be in the form of
Exhibit
E to this
Supplement (each a “Lease
Payment Deficit Notice”).

 

(c)  Draws
on Series 2005-1 Letters of Credit For Series 2005-1 Lease Interest Payment
Deficits. If the
Administrator determines on any Distribution Date that there exists a Series
2005-1 Lease Interest Payment Deficit, the Administrator shall instruct the
Trustee in writing to draw on the Series 2005-1 Letters of Credit, if any, and,
the Trustee shall, by 12:00 noon (New York City time) on such Distribution Date
draw an amount as set forth in such notice equal to the least of (i) such Series
2005-1 Lease Interest Payment Deficit, (ii) the excess, if any, of the sum of
(A) the amounts described in clauses (w), (x), (y) and (z) of Section 2.3(a)
above on such Distribution Date and (B) during the Series 2005-1 Rapid
Amortization Period, the Series 2005-1 Trustee’s Fees for such Distribution
Date, over the amounts available from the Series 2005-1 Accrued Interest Account
and (iii) the Series 2005-1 Letter of Credit Liquidity Amount on the Series
2005-1 Letters of Credit by presenting to each Series 2005-1 Letter of Credit
Provider (with a copy to the Surety Provider) a draft accompanied by a
Certificate of Lease Deficit Demand and shall cause the Lease Deficit
Disbursements to be deposited in the Series 2005-1 Distribution Account on such
Distribution Date; provided,
however, that if
the Series 2005-1 Cash Collateral Account has been established and funded, the
Trustee shall withdraw from the Series 2005-1 Cash Collateral Account and
deposit in the Series 2005-1 Distribution Account an amount equal to the lesser
of (x) the Series 2005-1 Cash Collateral Percentage on such Distribution Date of
the least of the amounts described in clauses (i), (ii) and (iii) above and (y)
the Series 2005-1 Available Cash Collateral Account Amount on such Distribution
Date and draw an amount equal to the remainder of such amount on the Series
2005-1 Letters of Credit. During the continuance of a Surety Default, no amounts
in respect of the Surety Provider Fee shall be drawn on the Series 2005-1
Letters of Credit.

 

(d)  Withdrawals
from Series 2005-1 Reserve Account. If the
Administrator determines on any Distribution Date that the amounts available
from the Series 2005-1 Accrued Interest Account plus the
amount, if any, to be drawn under the Series 2005-1 Letters of Credit and /or
withdrawn from the Series 2005-1 Cash Collateral Account pursuant to Section
2.3(c) are 

 







-27-












 

insufficient
to pay the sum of (A) the amounts described in clauses (w), (x), (y) and (z) of
Section 2.3(a) above on such Distribution Date and (B) during the Series 2005-1
Rapid Amortization Period, the Series 2005-1 Trustee’s Fees for such
Distribution Date, the Administrator shall instruct the Trustee in writing to
withdraw from the Series 2005-1 Reserve Account and deposit in the Series 2005-1
Distribution Account on such Distribution Date an amount equal to the lesser of
the Series 2005-1 Available Reserve Account Amount and such insufficiency.
During the continuance of a Surety Default, no amounts in respect of the Surety
Provider Fee shall be withdrawn from the Series 2005-1 Reserve Account. The
Trustee shall withdraw such amount from the Series 2005-1 Reserve Account and
deposit such amount in the Series 2005-1 Distribution Account.

 

(e)  Surety
Bond. If the
Administrator determines on any Distribution Date that the sum of the amounts
available from the Series 2005-1 Accrued Interest Account plus the
amount, if any, to be drawn under the Series 2005-1 Letters of Credit and/or to
be withdrawn from the Series 2005-1 Cash Collateral Account pursuant to Section
2.3(c) above plus the
amount, if any, to be withdrawn from the Series 2005-1 Reserve Account pursuant
to Section 2.3(d) above is insufficient to pay the Series 2005-1 Adjusted
Monthly Interest for such Distribution Date, the Administrator shall instruct
the Trustee in writing to make a demand on the Surety Bond and, upon receipt of
such notice by the Trustee on or prior to 11:00 a.m. (New York City time) on
such Distribution Date, the Trustee shall, by 12:00 noon (New York City time) on
such Distribution Date, make a demand on the Surety Bond in an amount equal to
such insufficiency in accordance with the terms thereof and shall cause the
proceeds thereof to be deposited in the Series 2005-1 Distribution
Account.

 

(f)  Balance. On or
prior to the second Business Day preceding each Distribution Date, the
Administrator shall instruct the Trustee and the Paying Agent in writing
pursuant to the Administration Agreement to pay the balance (after making the
payments required in Section 2.4), if any, of the amounts available from the
Series 2005-1 Accrued Interest Account and the Series 2005-1 Distribution
Account, plus the
amount, if any, drawn under the Series 2005-1 Letters of Credit and/or withdrawn
from the Series 2005-1 Cash Collateral Account pursuant to Section 2.3(c)
plus the
amount, if any, withdrawn from the Series 2005-1 Reserve Account pursuant to
Section 2.3(d) as follows:

 

(i)  on each
Distribution Date during the Series 2005-1 Revolving Period or a Series 2005-1
Controlled Amortization Period, (1) first, to each Series 2005-1 Interest Rate
Swap Counterparty, an amount equal to the Fixed Rate Payment for such
Distribution Date due and owing to such Series 2005-1 Interest Rate Swap
Counterparty, (2) second, to the Surety Provider, in an amount equal to (x) the
Surety Provider Fee for the related Series 2005-1 Interest Period and, without
duplication, (y) any Surety Provider Reimbursement Amounts then due and owing,
(3) third, to the Administrator, an amount equal to the Series 2005-1 Percentage
as of the beginning of the Series 2005-1 Interest Period ending on the day
preceding such Distribution Date of the portion of the Monthly Administration
Fee payable by CRCF (as specified in clause (iii) of the definition thereof) for
such Series 2005-1 Interest Period, (4) fourth, to the Trustee, an amount equal
to the Series 2005-1 Percentage as of the beginning of such Series 2005-1
Interest Period of the fees owing to the Trustee under the Indenture for such
Series 2005-1 Interest Period, (5) fifth, to pay any Carrying Charges (other
than Carrying Charges provided for above) to the Persons to whom such amounts
are owed, an amount equal to the Series 2005-1 Percentage as of the beginning of
such Series 2005-1 Interest Period of such Carrying Charges (other than Carrying
Charges 

 







-28-












provided
for above) for such Series 2005-1 Interest Period, (6) sixth, to each Series
2005-1 Interest Rate Swap Counterparty, any amounts due and owing under the
applicable Series 2005-1 Interest Rate Swap (other than any Fixed Rate Payment)
and (7) seventh, the balance, if any (“Excess
Collections”), shall
be withdrawn by the Paying Agent from the Series 2005-1 Collection Account and
deposited in the Series 2005-1 Excess Collection Account; and

 

(ii)  on each
Distribution Date during the Series 2005-1 Rapid Amortization Period, (1) first,
to each Series 2005-1 Interest Rate Swap Counterparty, an amount equal to the
Fixed Rate Payment for such Distribution Date due and owing to such Series
2005-1 Interest Rate Swap Counterparty, (2) second, to the Surety Provider, in
an amount equal to (x) the Surety Provider Fee for the related Series 2005-1
Interest Period and, without duplication, (y) any Surety Provider Reimbursement
Amounts then due and owing, (3) third, to the Trustee, an amount equal to the
Series 2005-1 Percentage as of the beginning of such Series 2005-1 Interest
Period ending on the day preceding such Distribution Date of the fees owing to
the Trustee under the Indenture for such Series 2005-1 Interest Peri-od, (4)
fourth, to the Administrator, an amount equal to the Series 2005-1 Percentage as
of the beginning of such Series 2005-1 Interest Period of the portion of the
Monthly Administration Fee (as specified in clause (iii) of the definition
thereof) payable by CRCF for such Series 2005-1 Interest Period, (5) fifth, to
pay any Carrying Charges (other than Carrying Charges provided for above) to the
Persons to whom such amounts are owed, an amount equal to the Series 2005-1
Percentage as of the beginning of such Series 2005-1 Interest Period of such
Carrying Charges (other than Carrying Charges provided for above) for such
Series 2005-1 Interest Period, (6) sixth, so long as the Series 2005-1 Invested
Amount is greater than the Monthly Total Principal Allocations for the Related
Month, an amount equal to the excess of the Series 2005-1 Invested Amount over
the Monthly Total Principal Allocations for the Related Month shall be treated
as Principal Collections and (7) seventh, to each Series 2005-1 Interest Rate
Swap Counterparty, any amounts due and owing under the applicable Series 2005-1
Interest Rate Swap (other than any Fixed Rate Payment).

 

(g)  Shortfalls. If the
amounts described in Section 2.3 are insufficient to pay the Series 2005-1
Monthly Interest on any Distribution Date, payments of interest to the Series
2005-1 Noteholders will be reduced on a pro rata basis by
the amount of such deficiency. The aggregate amount, if any, of such deficiency
on any Distribution Date shall be referred to as the “Series
2005-1 Shortfall.”
Interest shall accrue on the portion of the Series 2005-1 Shortfall allocable to
the Class A-1 Notes at the Class A-1 Note Rate, on the portion of the Series
2005-1 Shortfall allocable to the Class A-2 Notes at the Class A-2 Note Rate and
on the portion of the Series 2005-1 Shortfall allocable to the Class A-3 Notes
at the Class A-3 Note Rate.

 

(h)  Listing
Information Requirement. From
the time of the Administrator’s written notice to the Trustee that the Class A-2
Notes and/or the Class A-3 Notes are listed on the Luxembourg Stock Exchange
until the Administrator shall give the Trustee written notice that the Class A-2
Notes and/or Class A-3 Notes are not listed on the Luxembourg Stock Exchange,
the Trustee shall, or shall instruct the Paying Agent to, cause the Class A-2
Note Rate and/or the Class A-3 Note Rate, as applicable, for the next succeeding
Series 2005-1 Interest Period, the number of days in such Series 2005-1 Interest
Period, the Distribution Date for such Series 2005-1 Interest Period and the
amount of interest payable on the Class A-2 Notes and/or the 

 







-29-












 

Class A-3
Notes, as applicable, on such Distribution Date to be (A) communicated to DTC,
Euroclear, Clearstream, the Paying Agent in Luxembourg and the Luxembourg Stock
Exchange no later than 11:00 a.m. (London time) on the Business Day immediately
following each LIBOR Determination Date and (B) if the rules of the Luxembourg
Stock Exchange so require, as notified by the Administrator to the Trustee in
writing, published at CRCF’s expense in the Authorized Newspaper as soon as
possible after its determination unless the Administrator notifies the Trustee
in writing that such publication is no longer required. 

 

Section
2.4   Payment
of Note Interest. On each
Distribution Date, subject to Section 9.8 of the Base Indenture, the Paying
Agent shall, in accordance with Section 6.1 of the Base Indenture, pay to the
Series 2005-1 Noteholders from the Series 2005-1 Distribution Account the amount
due to the Series 2005-1 Noteholders deposited in the Series 2005-1 Distribution
Account pursuant to Section 2.3.

 

Section
2.5   Payment
of Note Principal.
(a) Monthly
Payments During Controlled Amortization Period or Rapid Amortization
Period.
Commencing on the second Determination Date during the Three-Year Notes
Controlled Amortization Period or the Class A-3 Controlled Amortization Period,
as the case may be, or the first Determination Date after the commence-ment of
the Series 2005-1 Rapid Amortization Period, the Administrator shall instruct
the Trustee and the Paying Agent in writing pursuant to the Administration
Agreement and in accordance with this Section 2.5 as to (i) the amount allocated
to the Series 2005-1 Notes during the Related Month pursuant to Section
2.2(b)(ii), (c)(ii) or (d)(ii), as the case may be, (ii) any amounts to be drawn
on the Series 2005-1 Demand Notes and/or on the Series 2005-1 Letters of Credit
(or withdrawn from the Series 2005-1 Cash Collateral Account), (iii) any amounts
to be withdrawn from the Series 2005-1 Reserve Account and deposited into the
Series 2005-1 Distribution Account and (iv) the amount of any demand on the
Surety Bond in accordance with the terms thereof. On the Distribution Date
following each such Determination Date, the Trustee shall withdraw the amount
allocated to the Series 2005-1 Notes during the Related Month pursuant to
Section 2.2(b)(ii), (c)(ii) or (d)(ii), as the case may be, from the Series
2005-1 Collection Account and deposit such amount in the Series 2005-1
Distribution Account, to be paid to the holders of the Series 2005-1
Notes.

 

(b)  Principal
Draws on Series 2005-1 Letters of Credit. If the
Administrator determines on any Distribution Date during the Series 2005-1 Rapid
Amortization Period that there exists a Series 2005-1 Lease Principal Payment
Deficit, the Administrator shall instruct the Trustee in writing to draw on the
Series 2005-1 Letters of Credit, if any, as provided below; provided, however, that
the Administrator shall not instruct the Trustee to draw on the Series 2005-1
Letters of Credit in respect of a Series 2005-1 Lease Principal Payment Deficit
on or after the date of the filing by any of the Lessees of a petition for
relief under Chapter 11 of the Bankruptcy Code unless and until the date on
which each of the Lessees shall have resumed making all payments of the portion
of Monthly Base Rent relating to Loan Interest required to be made under the
AESOP I Operating Lease. Upon
receipt of a notice by the Trustee from the Administrator in respect of a Series
2005-1 Lease Principal Payment Deficit on or prior to 11:00 a.m. (New York City
time) on a Distribution Date, the Trustee shall, by 12:00 noon (New York


 







-30-












City
time) on such Distribution Date draw an amount as set forth in such notice equal
to the lesser of (i) such Series 2005-1 Lease Principal Payment Deficit and (ii)
the Series 2005-1 Letter of Credit Liquidity Amount on the Series 2005-1 Letters
of Credit by presenting to each Series 2005-1 Letter of Credit Provider a draft
accompanied by a Certificate of Lease Deficit Demand and shall cause the Lease
Deficit Disbursements to be deposited in the Series 2005-1 Distribution Account
on such Distribution Date; provided,
however, that if
the Series 2005-1 Cash Collateral Account has been established and funded, the
Trustee shall withdraw from the Series 2005-1 Cash Collateral Account and
deposit in the Series 2005-1 Distribution Account an amount equal to the lesser
of (x) the Series 2005-1 Cash Collateral Percentage on such Distribution Date of
the Series 2005-1 Lease Principal Payment Deficit and (y) the Series 2005-1
Available Cash Collateral Account Amount on such Distribution Date and draw an
amount equal to the remainder of such amount on the Series 2005-1 Letters of
Credit.

 

(c)  Final
Distribution Date. The
entire Class A-1 Invested Amount and the entire Class A-2 Invested Amount shall
be due and payable on the Three-Year Notes Final Distribution Date, and the
entire Class A-3 Invested Amount shall be due and payable on the Class A-3 Final
Distribution Date. In connection therewith:

 

(i)  Demand
Note Draw. If the
amount to be deposited in the Series 2005-1 Distribution Account in accordance
with Section 2.5(a) together with any amounts to be deposited therein in
accordance with Section 2.5(b) allocable to the Class A-1 Notes and the Class
A-2 Notes on the Three-Year Notes Final Distribution Date, or the Class A-3
Notes on the Class A-3 Final Distribution Date, as the case may be, is less than
the sum of the Class A-1 Invested Amount and the Class A-2 Invested Amount, or
the Class A-3 Invested Amount, as the case may be, and there are any Series
2005-1 Letters of Credit on such date, then, prior to 10:00 a.m. (New York City
time) on the second Business Day prior to such Series 2005-1 Final Distribution
Date, the Administrator shall instruct the Trustee in writing (with a copy to
the Surety Provider) to make a demand (a “Demand
Notice”)
substantially in the form attached hereto as Exhibit
F on the
Demand Note Issuers for payment under the Series 2005-1 Demand Notes in an
amount equal to the lesser of (i) such insufficiency and (ii) the Series
2005-1 Letter of Credit Amount. The Trustee shall, prior to 12:00 noon (New York
City time) on the second Business Day preceding such Series 2005-1 Final
Distribution Date, deliver such Demand Notice to the Demand Note Issuers;
provided,
however, that if
an Event of Bankruptcy (or the occurrence of an event described in clause (a) of
the definition thereof, without the lapse of a period of 60 consecutive days)
with respect to a Demand Note Issuer shall have occurred and be continuing, the
Trustee shall not be required to deliver such Demand Notice to such Demand Note
Issuer. The Trustee shall cause the proceeds of any demand on the Series 2005-1
Demand Notes to be deposited into the Series 2005-1 Distribution Account.


 

(ii)  Letter
of Credit Draw. In the
event that either (x) on or prior to 10:00 a.m. (New York City time) on the
Business Day immediately preceding any Distribution Date next succeeding any
date on which a Demand Notice has been transmitted by the Trustee to the Demand
Note Issuers pursuant to clause (i) of this Section 2.5(c), any Demand Note
Issuer shall have failed to pay to the Trustee or deposit into the Series 2005-1
Distribution Account the amount specified in such Demand Notice in whole or in
part or 

 







-31-












(y) due
to the occurrence of an Event of Bankruptcy (or the occurrence of an event
described in clause (a) of the definition thereof, without the lapse of a period
of 60 consecutive days) with respect to one or more of the Demand Note Issuers,
the Trustee shall not have delivered such Demand Notice to any Demand Note
Issuer on the second Business Day preceding such Series 2005-1 Final
Distribution Date, then, in the case of (x) or (y) the Trustee shall draw on the
Series 2005-1 Letters of Credit by 12:00 noon (New York City time) on such
Business Day an amount equal to the lesser of (a) the amount that the Demand
Note Issuers failed to pay under the Series 2005-1 Demand Notes (or, the amount
that the Trustee failed to demand for payment thereunder) and (b) the
Series 2005-1 Letter of Credit Amount on such Business Day by presenting to each
Series 2005-1 Letter of Credit Provider (with a copy to the Surety Provider) a
draft accompanied by a Certificate of Unpaid Demand Note Demand; provided,
however, that if
the Series 2005-1 Cash Collateral Account has been established and funded, the
Trustee shall withdraw from the Series 2005-1 Cash Collateral Account and
deposit in the Series 2005-1 Distribution Account an amount equal to the lesser
of (x) the Series 2005-1 Cash Collateral Percentage on such Business Day of the
amount that the Demand Note Issuers failed to pay under the Series 2005-1 Demand
Notes (or, the amount that the Trustee failed to demand for payment thereunder)
and (y) the Series 2005-1 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 2005-1 Demand Notes (or, the
amount that the Trustee failed to demand for payment thereunder) on the Series
2005-1 Letters of Credit. The Trustee shall deposit, or cause the deposit of,
the proceeds of any draw on the Series 2005-1 Letters of Credit and the proceeds
of any withdrawal from the Series 2005-1 Cash Collateral Account to be deposited
in the Series 2005-1 Distribution Account. 

 

(iii)  Reserve
Account Withdrawal. If,
after giving effect to the deposit into the Series 2005-1 Distribution Account
of the amount to be deposited in accordance with Section 2.5(a) and the amounts
described in clauses (i) and (ii) of this Section 2.5(c), the amount to be
deposited in the Series 2005-1 Distribution Account with respect to a Series
2005-1 Final Distribution Date is or will be less than the sum of the Class A-1
Invested Amount and the Class A-2 Invested Amount, or the Class A-3 Invested
Amount, as the case may be, then, prior to 12:00 noon (New York City time) on
the second Business Day prior to such Series 2005-1 Final Distribution Date, the
Administrator shall instruct the Trustee in writing to withdraw from the Series
2005-1 Reserve Account, an amount equal to the lesser of the Series 2005-1
Available Reserve Account Amount and such remaining insufficiency and deposit it
in the Series 2005-1 Distribution Account on such Series 2005-1 Final
Distribution Date. 

 

(iv)  Demand
on Surety Bond. If
after giving effect to the deposit into the Series 2005-1 Distribution Account
of the amount to be deposited in accordance with Section 2.5(a) and all other
amounts described in clauses (i), (ii) and (iii) of this Section 2.5(c), the
amount to be deposited in the Series 2005-1 Distribution Account with respect to
such Series 2005-1 Final Distribution Date is or will be less than the sum of
the Class A-1 Outstanding Principal Amount and the Class A-2 Outstanding
Principal Amount, or the Class A-3 Outstanding Principal Amount, as the case may
be, then the Trustee shall make a demand on the Surety Bond by 12:00 noon (New
York City time) on the second 

 







-32-












Business
Day preceding such Distribution Date in an amount equal to such insufficiency in
accordance with the terms thereof and shall cause the proceeds thereof to be
deposited in the Series 2005-1 Distribution Account. 

 

(d)  Principal
Deficit Amount. On each
Distribution Date, other than the Three-Year Notes Final Distribution Date and
the Class A-3 Final Distribution Date, on which the Principal Deficit Amount is
greater than zero, amounts shall be transferred to the Series 2005-1
Distribution Account as follows: 

 

(i)  Demand
Note Draw. If on
any Determination Date, the Administrator determines that the Principal Deficit
Amount with respect to the next succeeding Distribution Date will be greater
than zero and there are any Series 2005-1 Letters of Credit on such date, prior
to 10:00 a.m. (New York City time) on the second Business Day prior to such
Distribution Date, the Administrator shall instruct the Trustee in writing (with
a copy to the Surety Provider) to deliver a Demand Notice to the Demand Note
Issuers demanding payment of an amount equal to the lesser of (A) the Principal
Deficit Amount and (B) the Series 2005-1 Letter of Credit Amount. The Trustee
shall, prior to 12:00 noon (New York City time) on the second Business Day
preceding such Distribution Date, deliver such Demand Notice to the Demand Note
Issuers; provided,
however, that if
an Event of Bankruptcy (or the occurrence of an event described in clause (a) of
the definition thereof, without the lapse of a period of 60 consecutive days)
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 2005-1
Demand Note to be deposited into the Series 2005-1 Distribution Account.


 

(ii)  Letter
of Credit Draw. In the
event that either (x) on or prior to 10:00 a.m. (New York City time) on the
Business Day prior to such Distribution Date, any Demand Note Issuer shall have
failed to pay to the Trustee or deposit into the Series 2005-1 Distribution
Account the amount specified in such Demand Notice in whole or in part or (y)
due to the occurrence of an Event of Bankruptcy (or the occurrence of an event
described in clause (a) of the definition thereof, without the lapse of a period
of 60 consecutive days) with respect to any Demand Note Issuer, the Trustee
shall not have delivered such Demand Notice to any Demand Note Issuer on the
second Business Day preceding such Distribution Date, then, in the case of (x)
or (y) the Trustee shall on such Business Day draw on the Series 2005-1 Letters
of Credit an amount equal to the lesser of (i) Series 2005-1 Letter of
Credit Amount and (ii) the aggregate amount that the Demand Note Issuers
failed to pay under the Series 2005-1 Demand Notes (or, the amount that the
Trustee failed to demand for payment thereunder) by presenting to each Series
2005-1 Letter of Credit Provider (with a copy to the Surety Provider) a draft
accompanied by a Certificate of Unpaid Demand Note Demand; provided,
however, that if
the Series 2005-1 Cash Collateral Account has been established and funded, the
Trustee shall withdraw from the Series 2005-1 Cash Collateral Account and
deposit in the Series 2005-1 Distribution Account an amount equal to the lesser
of (x) the Series 2005-1 Cash Collateral Percentage on such Business Day of the
aggregate amount that the Demand Note Issuers failed to pay under the Series
2005-1 Demand Notes (or, the amount that the Trustee failed to demand for
payment thereunder) and (y) the Series 2005-1 Available 

 







-33-












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 2005-1 Demand Notes (or, the amount that the Trustee failed to
demand for payment thereunder) on the Series 2005-1 Letters of Credit. The
Trustee shall deposit into, or cause the deposit of, the proceeds of any draw on
the Series 2005-1 Letters of Credit and the proceeds of any withdrawal from the
Series 2005-1 Cash Collateral Account to be deposited in the Series 2005-1
Distribution Account.

 

(iii)  Reserve
Account Withdrawal. If the
Series 2005-1 Letter of Credit Amount will be less than the Principal Deficit
Amount on any Distribution Date, then, prior to 12:00 noon (New York City time)
on the second Business Day prior to such Distribution Date, the Administrator
shall instruct the Trustee in writing to withdraw from the Series 2005-1 Reserve
Account, an amount equal to the lesser of (x) the Series 2005-1 Available
Reserve Account Amount and (y) the amount by which the Principal Deficit Amount
exceeds the amounts to be deposited in the Series 2005-1 Distribution Account in
accordance with clauses (i) and (ii) of this Section 2.5(d) and deposit it in
the Series 2005-1 Distribution Account on such Distribution Date. 

 

(iv)  Demand
on Surety Bond. If the
sum of the Series 2005-1 Letter of Credit Amount and the Series 2005-1 Available
Reserve Account Amount will be less than the Principal Deficit Amount on any
Distribution Date, then the Trustee shall make a demand on the Surety Bond by
12:00 noon (New York City time) on the second Business Day preceding such
Distribution Date in an amount equal to the Insured Principal Deficit Amount and
shall cause the proceeds thereof to be deposited in the Series 2005-1
Distribution Account.

 

(e)  Distribution. On each
Distribution Date occurring on or after the date a withdrawal is made from the
Series 2005-1 Collection Account pursuant to Section 2.5(a) or amounts are
deposited in the Series 2005-1 Distribution Account pursuant to Section 2.5(b),
(c) or (d) the Paying Agent shall, in accordance with Section 6.1 of the Base
Indenture, pay pro rata to each
Class A-1 Noteholder, Class A-2 Noteholder or Class A-3 Noteholder, as
applicable, from the Series 2005-1 Distribution Account the amount deposited
therein pursuant to Section 2.5(a), (b), (c) or (d), to the extent necessary to
pay the sum of the Class A-1 Controlled Amortization Amount and the Class A-2
Controlled Amortization Amount during the Three-Year Notes Controlled
Amortization Period or the Class A-3 Controlled Amortization Amount during the
Class A-3 Controlled Amortization Period, as the case may be, or to the extent
necessary to pay the Class-A-1 Invested Amount, the Class A-2 Invested Amount
and the Class A-3 Invested Amount during the Series 2005-1 Rapid Amortization
Period.

 

Section
2.6   Administrator’s
Failure to Instruct the Trustee to Make a Deposit or Payment. If the
Administrator fails to give notice or instructions to make any payment from or
deposit into the Collection Account required to be given by the Administrator,
at the time specified in the Administration Agreement or any other Related
Document (including applicable grace periods), the Trustee shall make such
payment or deposit into or from the Collection Account without such notice or
instruction from the Administrator, provided that the
Administrator, upon request of the Trustee, promptly provides the Trustee with
all information necessary to allow the Trustee to make such a payment or
deposit. When any payment or deposit hereunder or under 

 







-34-












 

any other
Related Document is required to be made by the Trustee or the Paying Agent at or
prior to a specified time, the Administrator shall deliver any applicable
written instructions with respect thereto reasonably in advance of such
specified time.

 

Section
2.7   Series-2005-1
Reserve Account.
(a) Establishment
of Series 2005-1 Reserve Account. CRCF
shall establish and maintain in the name of the Series 2005-1 Agent for the
benefit of the Series 2005-1 Noteholders, each Series 2005-1 Interest Rate Swap
Counterparty and the Surety Provider, or cause to be estab-lished and
maintained, an account (the “Series
2005-1 Reserve Account”),
bearing a designation clearly indicating that the funds deposited therein are
held for the benefit of the Series 2005-1 Noteholders, each Series 2005-1
Interest Rate Swap Counterparty and the Surety Provider. The Series 2005-1
Reserve Account shall be maintained (i) with a Qualified Institution, or (ii) as
a segregated trust account with the corporate trust department of a depository
institution or trust company having corporate trust powers and acting as trustee
for funds deposited in the Series 2005-1 Reserve Account; provided that, if
at any time such Qualified Institution is no longer a Qualified Institution or
the credit rating of any securities issued by such depositary institution or
trust company shall be reduced to below “BBB-” by Standard & Poor’s or
“Baa2” by Moody’s, then CRCF shall, within 30 days of such reduction, establish
a new Series 2005-1 Reserve Account with a new Qualified Institution. If the
Series 2005-1 Reserve Account is not maintained in accordance with the previous
sentence, CRCF shall establish a new Series 2005-1 Reserve Account, within ten
(10) Business Days after obtaining knowledge of such fact, which complies with
such sentence, and shall instruct the Series 2005-1 Agent in writing to transfer
all cash and investments from the non-qualifying Series 2005-1 Reserve Account
into the new Series 2005-1 Reserve Account. Initially, the Series 2005-1 Reserve
Account will be established with The Bank of New York. 

 

(b)  Administration
of the Series 2005-1 Reserve Account. The
Administrator may instruct the institution maintaining the Series 2005-1 Reserve
Account to invest funds on deposit in the Series 2005-1 Reserve Account from
time to time in Permitted Investments; provided,
however, that
any such investment shall mature not later than the Business Day prior to the
Distribution Date following the date on which such funds were received, unless
any Permitted Investment held in the Series 2005-1 Reserve Account is held with
the Paying Agent, then such investment may mature on such Distribution Date and
such funds shall be available for withdrawal on or prior to such Distribution
Date. All such Permitted Investments will be credited to the Series 2005-1
Reserve Account and any such Permitted Investments that const-itute
(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 2005-1 Reserve Account. CRCF shall not direct
the Trustee to dispose of (or permit the disposal of) any Permitted Investments
prior to the maturity thereof to the extent such disposal would result in a loss
of the purchase price of such Permitted Investments. In the absence of written
investment instructions hereunder, funds on deposit in the Series 2005-1 Reserve
Account shall remain uninvested.

 







-35-












(c)  Earnings
from Series 2005-1 Reserve Ac-count. All
interest and earnings (net of losses and investment expenses) paid on funds on
deposit in the Series 2005-1 Reserve Account shall be deemed to be on deposit
therein and available for distribution.

 

(d)  Series
2005-1 Reserve Account Constitutes Additional Collateral for Series 2005-1
Notes. In
order to secure and provide for the repayment and payment of the CRCF
Obligations with respect to the Series 2005-1 Notes, CRCF hereby grants a
security interest in and assigns, pledges, grants, transfers and sets over to
the Trustee, for the benefit of the Series 2005-1 Noteholders, each Series
2005-1 Interest Rate Swap Counterparty and the Surety Provider, all of CRCF’s
right, title and interest in and to the following (whether now or hereafter
existing or acquired): (i) the Series 2005-1 Reserve Account, including any
security entitlement thereto; (ii) all funds on deposit therein from time to
time; (iii) all certificates and instruments, if any, representing or evidencing
any or all of the Series 2005-1 Reserve Account or the funds on deposit therein
from time to time; (iv) all investments made at any time and from time to
time with monies in the Series 2005-1 Reserve Account, whether constituting
securities, instruments, general intangibles, investment property, financial
assets or other property; (v) all interest, dividends, cash, instruments and
other property from time to time received, receivable or otherwise distributed
in respect of or in exchange for the Series 2005-1 Reserve Account, the funds on
deposit therein from time to time or the investments made with such funds; and
(vi) all proceeds of any and all of the foregoing, including, without
limitation, cash (the items in the foregoing clauses (i) through (vi) are
referred to, collectively, as the “Series
2005-1 Reserve Account Collateral”). The
Trustee shall possess all right, title and interest in and to all funds on
deposit from time to time in the Series 2005-1 Reserve Account and in all
proceeds thereof, and shall be the only person authorized to originate
entitlement orders in respect of the Series 2005-1 Reserve Account. The Series
2005-1 Reserve Account Collateral shall be under the sole dominion and control
of the Trustee for the benefit of the Series 2005-1 Noteholders, each Series
2005-1 Interest Rate Swap Counterparty and the Surety Provider. The Series
2005-1 Agent hereby agrees (i) to act as the securities intermediary (as defined
in Section 8-102(a)(14) of the New York UCC) with respect to the Series
2005-1 Reserve Account; (ii) that its jurisdiction as securities intermediary is
New York; (iii) that each item of property (whether investment property,
financial asset, security, instrument or cash) credited to the Series 2005-1
Reserve Account shall be treated as a financial asset (as defined in Section
8-102(a)(9) of the New York UCC) and (iv) to comply with any entitlement
order (as defined in Section 8-102(a)(8) of the New York UCC) issued by the
Trustee.

 

(e)  Series
2005-1 Reserve Account Surplus. In the
event that the Series 2005-1 Reserve Account Surplus on any Distribution Date,
after giving effect to all withdrawals from the Series 2005-1 Reserve Account,
is greater than zero, if no Series 2005-1 Enhancement Deficiency or AESOP I
Operating Lease Vehicle Deficiency would result therefrom or exist thereafter,
the Trustee, acting in accordance with the written instructions of the
Administrator (with a copy of such written instructions to be provided by the
Administrator to the Surety Provider) pursuant to the Administration Agreement,
shall withdraw from the Series 2005-1 Reserve Account an amount equal to the
Series 2005-1 Reserve Account Surplus and shall pay such amount to
CRCF.

 

(f)  Termination
of Series 2005-1 Reserve Ac-count. Upon
the termination of the Indenture pursuant to Section 11.1 of the Base Indenture,
the Trustee, acting in accordance 

 







-36-












with the
written instructions of the Administrator, after the prior payment of all
amounts owing to the Series 2005-1 Noteholders and to the Surety Provider and
payable from the Series 2005-1 Reserve Account as provided herein, shall
withdraw from the Series 2005-1 Reserve Account all amounts on deposit therein
for payment to CRCF.

 

Section
2.8   Series
2005-1 Letters of Credit and Series 2005-1 Cash Collateral
Account.
(a) Series
2005-1 Letters of Credit and Series 2005-1 Cash Collateral Account Constitute
Additional Collateral for Series 2005-1 Notes. In
order to secure and provide for the repayment and payment of the CRCF
Obligations with respect to the Series 2005-1 Notes, CRCF hereby grants a
security interest in and assigns, pledges, grants, transfers and sets over to
the Trustee, for the benefit of the Series 2005-1 Noteholders, each Series
2005-1 Interest Rate Swap Counterparty and the Surety Provider, all of CRCF’s
right, title and interest in and to the following (whether now or hereafter
existing or acquired): (i) each Series 2005-1 Letter of Credit;
(ii) the Series 2005-1 Cash Collateral Account, including any security
entitlement thereto; (iii) all funds on deposit in the Series 2005-1 Cash
Collateral Account from time to time; (iv) all certificates and
instruments, if any, representing or evidencing any or all of the Series 2005-1
Cash Collateral Account or the funds on deposit therein from time to time;
(v) all investments made at any time and from time to time with monies in
the Series 2005-1 Cash Collateral Account, whether constituting securities,
instruments, general intangibles, investment property, financial assets or other
property; (vi) all interest, dividends, cash, instruments and other
property from time to time received, receivable or otherwise distributed in
respect of or in exchange for the Series 2005-1 Cash Collateral Account, the
funds on deposit therein from time to time or the investments made with such
funds; and (vii) all proceeds of any and all of the foregoing, including,
without limitation, cash (the items in the foregoing clauses (ii) through
(vii) are referred to, collectively, as the “Series
2005-1 Cash Collateral Account Collateral”). The
Trustee shall, for the benefit of the Series 2005-1 Noteholders, each Series
2005-1 Interest Rate Swap Counterparty and the Surety Provider, possess all
right, title and interest in all funds on deposit from time to time in the
Series 2005-1 Cash Collateral Account and in all proceeds thereof, and shall be
the only person authorized to originate entitlement orders in respect of the
Series 2005-1 Cash Collateral Account. The Series 2005-1 Cash Collateral Account
shall be under the sole dominion and control of the Trustee for the benefit of
the Series 2005-1 Noteholders, each Series 2005-1 Interest Rate Swap
Counterparty and the Surety Provider. The Series 2005-1 Agent hereby agrees (i)
to act as the securities intermediary (as defined in Section 8-102(a)(14) of the
New York UCC) with respect to the Series 2005-1 Cash Collateral Account;
(ii) that its jurisdiction as a securities intermediary is New York, (iii) that
each item of property (whether investment property, financial asset, security,
instrument or cash) credited to the Series 2005-1 Cash Collateral Account shall
be treated as a financial asset (as defined in Section 8-102(a)(9) of the
New York UCC) and (iv) to comply with any entitlement order (as defined in
Section 8-102(a)(8) of the New York UCC) issued by the
Trustee.

 

(b)  Series
2005-1 Letter of Credit Expiration Date. If
prior to the date which is ten (10) days prior to the then - scheduled Series
2005-1 Letter of Credit Expiration Date with respect to any Series 2005-1 Letter
of Credit, excluding the amount available to be drawn under such Series 2005-1
Letter of Credit but taking into account each substitute Series 2005-1 Letter of
Credit which has been obtained from a Series 2005-1 Eligible Letter of Credit
Provider and is in full force and effect on such date, the Series 2005-1
Enhancement Amount would be equal to or more than the Series 2005-1 Required
Enhancement Amount and the Series 2005-1 Liquidity 

 







-37-












Amount
would be equal to or greater than the Series 2005-1 Required Liquidity Amount,
then the Administrator shall notify the Trustee and the Surety Provider (with
the Surety Provider to be provided supporting calculations in reasonable detail)
in writing no later than two (2) Business Days prior to such Series 2005-1
Letter of Credit Expiration Date of such determination. If prior to the date
which is ten (10) days prior to the then-scheduled Series 2005-1 Letter of
Credit Expiration Date with respect to any Series 2005-1 Letter of Credit,
excluding the amount available to be drawn under such Series 2005-1 Letter of
Credit but taking into account a substitute Series 2005-1 Letter of Credit which
has been obtained from a Series 2005-1 Eligible Letter of Credit Provider and is
in full force and effect on such date, the Series 2005-1 Enhancement Amount
would be less than the Series 2005-1 Required Enhancement Amount or the Series
2005-1 Liquidity Amount would be less than the Series 2005-1 Required Liquidity
Amount, then the Administrator shall notify the Trustee and the Surety Provider
(with the Surety Provider to be provided supporting calculations in reasonable
detail) in writing no later than two (2) Business Days prior to such Series
2005-1 Letter of Credit Expiration Date of (x) the greater of (A) the excess, if
any, of the Series 2005-1 Required Enhancement Amount over the Series 2005-1
Enhancement Amount, excluding the available amount under such expiring Series
2005-1 Letter of Credit but taking into account any substitute Series 2005-1
Letter of Credit which has been obtained from a Series 2005-1 Eligible Letter of
Credit Provider and is in full force and effect, on such date, and (B) the
excess, if any, of the Series 2005-1 Required Liquidity Amount over the Series
2005-1 Liquidity Amount, excluding the available amount under such expiring
Series 2005-1 Letter of Credit but taking into account any substitute Series
2005-1 Letter of Credit which has been obtained from a Series 2005-1 Eligible
Letter of Credit Provider and is in full force and effect, on such date, and (y)
the amount available to be drawn on such expiring Series 2005-1 Letter of Credit
on such date. Upon receipt of such notice by the Trustee on or prior to 10:00
a.m. (New York City time) on any Business Day, the Trustee shall, by 12:00 noon
(New York City time) on such Business Day (or, in the case of any notice given
to the Trustee after 10:00 a.m. (New York City time), by 12:00 noon (New York
City time) on the next following Business Day), draw the lesser of the amounts
set forth in clauses (x) and (y) above on such expiring Series 2005-1 Letter of
Credit by presenting a draft (with a copy to the Surety Provider) accompanied by
a Certificate of Termination Demand and shall cause the Termination Disbursement
to be deposited in the Series 2005-1 Cash Collateral Account.

 

If the
Trustee does not receive the notice from the Administrator described in the
first paragraph of this Section 2.8(b) on or prior to the date that is two (2)
Business Days prior to each Series 2005-1 Letter of Credit Expiration Date, the
Trustee shall, by 12:00 noon (New York City time) on such Business Day draw the
full amount of such Series 2005-1 Letter of Credit by presenting a draft
accompanied by a Certificate of Termination Demand and shall cause the
Termination Disbursement to be deposited in the Series 2005-1 Cash Collateral
Account.

 

(c)  Series
2005-1 Letter of Credit Providers. The
Administrator shall notify the Trustee and the Surety Provider in writing within
one (1) Business Day of becoming aware that (i) the long-term senior unsecured
debt credit rating of any Series 2005-1 Letter of Credit Provider has fallen
below “A+” as determined by Standard & Poor’s or “Al” as determined by
Moody’s or (ii) the short-term senior unsecured debt credit rating of any Series
2005-1 Letter of Credit Provider has fallen below “A-1” as determined by
Standard & Poor’s or “P-1” as determined by Moody’s. At such time the
Administrator shall also notify the Trustee of (i) the greater of (A) the
excess, if any, of the Series 2005-1 Required Enhancement Amount over the


 







-38-












 

Series
2005-1 Enhancement Amount, excluding the available amount under the Series
2005-1 Letter of Credit issued by such Series 2005-1 Letter of Credit Provider,
on such date, and (B) the excess, if any, of the Series 2005-1 Required
Liquidity Amount over the Series 2005-1 Liquidity Amount, excluding the
available amount under such Series 2005-1 Letter of Credit, on such date, and
(ii) the amount available to be drawn on such Series 2005-1 Letter of
Credit on such date. Upon receipt of such notice by the Trustee on or prior to
10:00 a.m. (New York City time) on any Business Day, the Trustee shall, by 12:00
noon (New York City time) on such Business Day (or, in the case of any notice
given to the Trustee after 10:00 a.m. (New York City time), by 12:00 noon (New
York City time) on the next following Business Day), draw on such Series 2005-1
Letter of Credit in an amount equal to the lesser of the amounts in clause
(i) and clause (ii) of the immediately preceding sentence on such
Business Day by presenting a draft accompanied by a Certificate of Termination
Demand and shall cause the Termination Disbursement to be deposited in the
Series 2005-1 Cash Collateral Account.

 

(d)  Termination
Date Demands on the Series 2005-1 Letters of Credit. Prior
to 10:00 a.m. (New York City time) on the Business Day immediately succeeding
the Series 2005-1 Letter of Credit Termination Date, the Administrator shall
determine the Series 2005-1 Demand Note Payment Amount, if any, as of the Series
2005-1 Letter of Credit Termination Date and, if the Series 2005-1 Demand Note
Payment Amount is greater than zero, instruct the Trustee in writing to draw on
the Series 2005-1 Letters of Credit. Upon receipt of any such notice by the
Trustee on or prior to 11:00 a.m. (New York City time) on a Business Day, the
Trustee shall, by 12:00 noon (New York City time) on such Business Day draw an
amount equal to the lesser of (i) the Series 2005-1 Demand Note Payment
Amount and (ii) the Series 2005-1 Letter of Credit Liquidity Amount on the
Series 2005-1 Letters of Credit by presenting to each Series 2005-1 Letter of
Credit Provider (with a copy to the Surety Provider) a draft accompanied by a
Certificate of Termination Date Demand and shall cause the Termination Date
Disbursement to be deposited in the Series 2005-1 Cash Collateral Account;
provided,
however, that if
the Series 2005-1 Cash Collateral Account has been established and funded, the
Trustee shall draw an amount equal to the product of (a) 100% minus the
Series 2005-1 Cash Collateral Percentage and (b) the lesser of the amounts
referred to in clause (i) and (ii) on such Business Day on the Series 2005-1
Letters of Credit as calculated by the Administrator and provided in writing to
the Trustee and the Surety Provider.

 

(e)  Draws
on the Series 2005-1 Letters of Credit. If
there is more than one Series 2005-1 Letter of Credit on the date of any draw on
the Series 2005-1 Letters of Credit pursuant to the terms of this Supplement,
the Administrator shall instruct the Trustee, in writing, to draw on each Series
2005-1 Letter of Credit in an amount equal to the Pro Rata Share of the Series
2005-1 Letter of Credit Provider issuing such Series 2005-1 Letter of Credit of
the amount of such draw on the Series 2005-1 Letters of Credit.

 

(f)  Establishment
of Series 2005-1 Cash Collateral Account. On or
prior to the date of any drawing under a Series 2005-1 Letter of Credit pursuant
to Section 2.8(b), (c) or (d) above, CRCF shall establish and maintain in
the name of the Trustee for the benefit of the Series 2005-1 Noteholders, each
Series 2005-1 Interest Rate Swap Counterparty and the Surety Provider, or cause
to be established and maintained, an account (the “Series
2005-1 Cash Collateral Account”),
bearing a designation clearly indicating that the funds deposited therein are
held for the benefit of the Series 2005-1 Noteholders, each Series 2005-1
Interest Rate Swap 

 







-39-












Counterparty
and the Surety Provider. The Series 2005-1 Cash Collateral Account shall be
maintained (i) with a Qualified Institution, or (ii) as a segregated
trust account with the corporate trust department of a depository institution or
trust company having corporate trust powers and acting as trustee for funds
deposited in the Series 2005-1 Cash Collateral Account; provided,
however, that if
at any time such Qualified Institution is no longer a Qualified Institution or
the credit rating of any securities issued by such depository institution or
trust company shall be reduced to below “BBB-” by Standard & Poor’s or
“Baa3” by Moody’s, then CRCF shall, within 30 days of such reduction, establish
a new Series 2005-1 Cash Collateral Account with a new Qualified Institution or
a new segregated trust account with the corporate trust department of a
depository institution or trust company having corporate trust powers and acting
as trustee for funds deposited in the Series 2005-1 Cash Collateral Account. If
a new Series 2005-1 Cash Collateral Account is established, CRCF shall instruct
the Trustee in writing to transfer all cash and investments from the
non-qualifying Series 2005-1 Cash Collateral Account into the new Series 2005-1
Cash Collateral Account.

 

(g)  Administration
of the Series 2005-1 Cash Collateral Account. CRCF
may instruct (by standing instructions or otherwise) the institution maintaining
the Series 2005-1 Cash Collateral Account to invest funds on deposit in the
Series 2005-1 Cash Collateral Account from time to time in Permitted
Investments; provided,
however, that
any such investment shall mature not later than the Business Day prior to the
Distribution Date following the date on which such funds were received, unless
any Permitted Investment held in the Series 2005-1 Cash Collateral Account is
held with the Paying Agent, in which case such investment may mature on such
Distribution Date so long as such funds shall be available for withdrawal on or
prior to such Distribution Date. All such Permitted Investments will be credited
to the Series 2005-1 Cash Collateral Account and any such Permitted Investments
that constitute (i) physical property (and that is not either a United
States security entitlement or a security entitlement) shall be 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 2005-1 Cash
Collateral Account. CRCF shall not direct the Trustee to dispose of (or permit
the disposal of) any Permitted Investments prior to the maturity thereof to the
extent such disposal would result in a loss of the purchase price of such
Permitted Investments. In the absence of written investment instructions
hereunder, funds on deposit in the Series 2005-1 Cash Collateral Account shall
remain uninvested.

 

(h)  Earnings
from Series 2005-1 Cash Collateral Account. All
interest and earnings (net of losses and investment expenses) paid on funds on
deposit in the Series 2005-1 Cash Collateral Account shall be deemed to be on
deposit therein and available for distribution.

 

(i)  Series
2005-1 Cash Collateral Account Surplus. In the
event that the Series 2005-1 Cash Collateral Account Surplus on any Distribution
Date (or, after the Series 2005-1 Letter of Credit Termination Date, on any
date) is greater than zero, the Trustee, acting in accordance with the written
instructions (a copy of which shall be provided by the Administrator to the
Surety Provider) of the Administrator, shall with-draw from the Series 2005-1
Cash 

 







-40-












Collateral
Account an amount equal to the Series 2005-1 Cash Collateral Account Surplus and
shall pay such amount: first, to the
Series 2005-1 Letter of Credit Providers to the extent of any unreimbursed
drawings under the related Series 2005-1 Reimbursement Agreement, for
application in accordance with the provisions of the related Series 2005-1
Reimbursement Agreement, and, second, to CRCF
any remaining amount.

 

(j)  Post-Series
2005-1 Letter of Credit Termination Date Withdrawals from the Series 2005-1 Cash
Collateral Account. If the
Surety Provider notifies the Trustee in writing that the Surety Provider shall
have paid a Preference Amount (as defined in the Surety Bond) under the Surety
Bond, subject to the satisfaction of the conditions set forth in the next
succeeding sentence, the Trustee shall withdraw from the Series 2005-1 Cash
Collateral Account and pay to the Surety Provider an amount equal to the lesser
of (i) the Series 2005-1 Available Cash Collateral Account Amount on such
date and (ii) such Preference Amount. Prior to any withdrawal from the
Series 2005-1 Cash Collateral Account pursuant to this Section 2.8(j), the
Trustee shall have received a certified copy of the order requiring the return
of such Preference Amount.

 

(k)  Termination
of Series 2005-1 Cash Collateral Account. Upon
the termination of this Supplement in accordance with its terms, the Trustee,
acting in accordance with the written instructions of the Administrator, after
the prior payment of all amounts owing to the Series 2005-1 Noteholders and to
the Surety Provider and payable from the Series 2005-1 Cash Collateral Account
as provided herein, shall withdraw from the Series 2005-1 Cash Collateral
Account all amounts on deposit therein (to the extent not withdrawn pursuant to
Section 2.8(i) above) and shall pay such amounts: first, to the
Series 2005-1 Letter of Credit Providers to the extent of any unreimbursed
drawings under the related Series 2005-1 Reimbursement Agreement, for
application in accordance with the provisions of the related Series 2005-1
Reimbursement Agreement, and, second, to CRCF
any remaining amount.

 

Section
2.9   Series
2005-1 Distribution Account.
(a) Establishment
of Series 2005-1 Distribution Account. CRCF
shall establish and maintain in the name of the Trustee for the benefit of the
Series 2005-1 Noteholders, each Series 2005-1 Interest Rate Swap Counterparty
and the Surety Provider, or cause to be established and maintained, an account
(the “Series
2005-1 Distribution Account”),
bearing a designation clearly indicating that the funds deposited therein are
held for the benefit of the Series 2005-1 Noteholders, each Series 2005-1
Interest Rate Swap Counterparty and the Surety Provider. The Series 2005-1
Distribution Account shall be maintained (i) with a Qualified Institution, or
(ii) as a segregated trust account with the corporate trust department of a
depository institution or trust company having corporate trust powers and acting
as trustee for funds deposited in the Series 2005-1 Distribution Account;
provided,
however, that if
at any time such Qualified Institution is no longer a Qualified Institution or
the credit rating of any securities issued by such depositary institution or
trust company shall be reduced to below “BBB-” by Standard & Poor’s or
“Baa3” by Moody’s, then CRCF shall, within 30 days of such reduction, establish
a new Series 2005-1 Distribution Account with a new Qualified Institution. If
the Series 2005-1 Distribution Account is not maintained in accordance with the
previous sentence, CRCF shall establish a new Series 2005-1 Distribution
Account, within ten (10) Business Days after obtaining knowledge of such fact,
which complies with such sentence, and shall instruct the Series 2005-1
Agent in writing to transfer all cash and investments from the non-qualify-ing
Series 2005-1 Distribution Account 

 







-41-












into the
new Series 2005-1 Distribution Account. Initially, the Series 2005-1
Distribution Account will be established with The Bank of
New York.

 

(b)  Administration
of the Series 2005-1 Distribution Account. The
Administrator may instruct the institution maintaining the Series 2005-1
Distribution Account to invest funds on deposit in the Series 2005-1
Distribution Account from time to time in Permitted Investments; provided,
however, that
any such investment shall mature not later than the Business Day prior to the
Distribution Date following the date on which such funds were received, unless
any Permitted Investment held in the Series 2005-1 Distribution Account is held
with the Paying Agent, then such investment may mature on such Distribution Date
and such funds shall be available for withdrawal on or prior to such
Distribution Date. All such Permitted Investments will be credited to the Series
2005-1 Distribution Account and any such Permitted Investments that constitute
(i) physical property (and that is not either a United States security
entitlement or a security entitlement) shall be physically delivered to the
Trustee; (ii) United States security entitlements or security entitlements
shall be controlled (as defined in Section 8-106 of the New York UCC) by
the Trustee pending maturity or disposition, and (iii) uncertificated
securities (and not United States security entitlements) shall be delivered to
the Trustee by causing the Trustee to become the registered holder of such
securities. The Trustee shall, at the expense of CRCF, take such action as is
required to maintain the Trustee’s security interest in the Permitted
Investments credited to the Series 2005-1 Distribution Account. CRCF shall not
direct the Trustee to dispose of (or permit the disposal of) any Permitted
Investments prior to the maturity thereof to the extent such disposal would
result in a loss of the purchase price of such Permitted Investments. In the
absence of written investment instructions hereunder, funds on deposit in the
Series 2005-1 Distribution Account shall remain uninvested.

 

(c)  Earnings
from Series 2005-1 Distribution Account. All
interest and earnings (net of losses and investment expenses) paid on funds on
deposit in the Series 2005-1 Distribution Account shall be deemed to be on
deposit and available for distribution.

 

(d)  Series
2005-1 Distribution Account Constitutes Additional Collateral for Series 2005-1
Notes. In
order to secure and provide for the repayment and payment of the CRCF
Obligations with respect to the Series 2005-1 Notes, CRCF hereby grants a
security interest in and assigns, pledges, grants, transfers and sets over to
the Trustee, for the benefit of the Series 2005-1 Noteholders, each Series
2005-1 Interest Rate Swap Counterparty and the Surety Provider, all of CRCF’s
right, title and interest in and to the following (whether now or hereafter
existing or acquired): (i) the Series 2005-1 Distribution Account, including any
security entitlement thereto; (ii) all funds on deposit therein from time to
time; (iii) all certificates and instruments, if any, representing or evidencing
any or all of the Series 2005-1 Distribution Account or the funds on deposit
therein from time to time; (iv) all investments made at any time and from time
to time with monies in the Series 2005-1 Distribution Account, whether
constituting securities, instruments, general intangibles, invest-ment 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 2005-1
Distribution Account, the funds on deposit therein from time to time or the
investments made with such funds; and (vi) all proceeds of any and all of the
foregoing, including, without limitation, cash (the items in the foregoing
clauses (i) through (vi) are referred to, collectively, as the “Series
2005-1 Distribution Account Collateral”). The
Trustee shall possess all right, title 

 







-42-












and
interest in all funds on deposit from time to time in the Series 2005-1
Distribution Account and in and to all proceeds thereof, and shall be the only
person authorized to originate entitlement orders in respect of the Series
2005-1 Distribution Account. The Series 2005-1 Distribution Account Collateral
shall be under the sole dominion and control of the Trustee for the benefit of
the Series 2005-1 Noteholders, each Series 2005-1 Interest Rate Swap
Counterparty and the Surety Provider. The Series 2005-1 Agent hereby agrees (i)
to act as the securities intermediary (as defined in Section 8-102(a)(14) of the
New York UCC) with respect to the Series 2005-1 Distribution Account;
(ii) that its jurisdiction as securities intermediary is New York, (iii)
that each item of property (whether investment property, financial asset,
security, instrument or cash) credited to the Series 2005-1 Distribution Account
shall be treated as a financial asset (as defined in Section 8-102(a)(9) of the
New York UCC) and (iv) to comply with any entitlement order (as defined in
Section 8-102(a)(8) of the New York UCC) issued by the
Trustee.

 

Section
2.10   Series
2005-1 Interest Rate Swaps.
(a) On the
Series 2005-1 Closing Date, CRCF shall enter into one or more interest rate
swaps acceptable to the Surety Provider (in the exercise of its reasonable
judgment) in respect of the Class A-2 Notes satisfying the requirements of
clause (i) below and one or more interest rate swaps acceptable to the Surety
Provider (in the exercise of its reasonable judgment) in respect of the Class
A-3 Notes satisfying the requirements of clause (ii) below, in each case with a
Qualified Interest Rate Swap Counterparty (each a “Series
2005-1 Interest Rate Swap”):


 

(i)
The
Series 2005-1 Interest Rate Swaps in respect of the Class A-2 Notes shall have
an aggregate initial notional amount equal to the Class A-2 Initial Invested
Amount. The aggregate notional amount of such Series 2005-1 Interest Rate Swaps
shall be reduced pursuant to the terms of such Series 2005-1 Interest Rate
Swaps but shall not at any time be less than the Class A-2 Invested Amount. The
fixed rate payable by CRCF under such Series 2005-1 Interest Rate Swaps and any
replacement thereof shall not be greater than 5.5%.

 

(ii) The
Series 2005-1 Interest Rate Swaps in respect of the Class A-3 Notes shall have
an aggregate initial notional amount equal to the Class A-3 Initial Invested
Amount. The aggregate notional amount of such Series 2005-1 Interest Rate Swaps
shall be reduced pursuant to the terms of such Series 2005-1 Interest Rate
Swaps but shall not at any time be less than the Class A-3 Invested Amount. The
fixed rate payable by CRCF under such Series 2005-1 Interest Rate Swaps and any
replacement thereof shall not be greater than 5.5%.

 

(b)  Replacement
of Any Series 2005-1 Interest Rate Swap. If, at
any time, a Series 2005-1 Interest Rate Swap Counterparty does not have (i) a
long-term senior, unsecured debt, deposit, claims paying or credit (as the case
may be) rating above “A-” from Standard & Poor’s and above “A3” from
Moody’s, (ii) a short-term senior, unsecured debt, deposit, claims paying or
credit (as the case may be) rating of at least “A-1”, or if such Series 2005-1
Interest Rate Swap Counterparty does not have a short-term senior, unsecured
debt rating, then a long-term senior, unsecured debt, deposit, claims paying or
credit (as the case may be) rating of at least “A+”, in each case, from Standard
& Poor’s and (iii) a short-term senior, unsecured debt, deposit, claims
paying or credit (as the case may be) rating of “P-1”, or if such Series 2005-1
Interest Rate Swap Counterparty does not have a short-term senior, unsecured
debt rating, then a long-term senior, unsecured debt, deposit, claims paying or
credit (as the case may be) rating of 

 







-43-












 

at least
“A1”, in each case, from Moody’s, then CRCF shall cause the Series 2005-1
Interest Rate Swap Counterparty within 30 days following such occurrence, at the
Series 2005-1 Interest Rate Swap Counterparty’s expense, to do one of the
following (the choice of such action to be determined by the Series 2005-1
Interest Rate Swap Counterparty) (i) obtain a replacement interest rate swap on
substantially the same terms as the replaced Series 2005-1 Interest Rate Swap
from a Qualified Interest Rate Swap Provider and terminate the applicable Series
2005-1 Interest Rate Swap, (ii) collateralize its obligations under the Series
2005-1 Interest Rate Swap in a manner acceptable to the Rating Agencies and the
Surety Provider (in the exercise of its reasonable judgment) in an amount and
with collateral which is sufficient to maintain or restore the immediately prior
ratings (without giving effect to the Policy) of the Series 2005-1 Notes or
(iii) enter into any other arrangement satisfactory to Standard & Poor’s,
Moody’s and the Surety Provider (in the exercise of its reasonable judgment),
which is sufficient to maintain or restore the immediately prior ratings
(without giving effect to the Surety Bond) of the Series 2005-1
Notes;
provided that no
termination of any Series 2005-1 Interest Rate Swap shall occur until CRCF has
entered into a replacement interest rate swap or shall have entered any other
arrangement satisfactory to Standard & Poor’s, Moody’s and the Surety
Provider (in the exercise of its reasonable judgment).

 

(c)  To secure
payment of all CRCF Obligations with respect to the Series 2005-1 Notes, CRCF
grants a security interest in, and assigns, pledges, grants, transfers and sets
over to the Trustee, for the benefit of the Series 2005-1 Noteholders and the
Surety Provider, all of CRCF’s right, title and interest in the Series 2005-1
Interest Rate Swaps and all proceeds thereof (the “Series
2005-1 Interest Rate Swap Collateral”). CRCF
shall require all Series 2005-1 Interest Rate Swap Proceeds to be paid to,
and the Trustee shall allocate all Series 2005-1 Interest Rate Swap Proceeds to,
the Series 2005-1 Accrued Interest Account of the Series 2005-1
Collection Account.

 

(d) The
failure of CRCF to comply with its covenants contained in this Section 2.10
shall not constitute an Amortization Event with respect to the Series 2005-1
Notes. 

 

Section
2.11   Series
2005-1 Accounts Permitted Investments. CRCF
shall not, and shall not permit, funds on deposit in the Series 2005-1 Accounts
to be invested in: 

 

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

 

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

 

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

 

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

 

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

 







-44-












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

 

Section
2.12   Series
2005-1 Demand Notes Constitute Additional Collateral for Series 2005-1
Notes. In order
to secure and provide for the repayment and payment of the CRCF Obligations with
respect to the Series 2005-1 Notes, CRCF hereby grants a security interest in
and assigns, pledges, grants, transfers and sets over to the Trustee, for the
benefit of the Series 2005-1 Noteholders, each Series 2005-1 Interest Rate Swap
Counterparty and the Surety Provider, all of CRCF’s right, title and interest in
and to the following (whether now or hereafter existing or acquired):
(i) the Series 2005-1 Demand Notes; (ii) all certificates and
instruments, if any, representing or evidencing the Series 2005-1 Demand Notes;
and (iii) all proceeds of any and all of the foregoing, including, without
limitation, cash. On the date hereof, CRCF shall deliver to the Trustee, for the
benefit of the Series 2005-1 Noteholders, each Series 2005-1 Interest Rate Swap
Counterparty and the Surety Provider, each Series 2005-1 Demand Note, endorsed
in blank. The Trustee, for the benefit of the Series 2005-1 Noteholders, each
Series 2005-1 Interest Rate Swap Counterparty and the Surety Provider, shall be
the only Person authorized to make a demand for payments on the Series 2005-1
Demand Notes.

 

 

     
ARTICLE III  

 

AMORTIZATION
EVENTS

 

In
addition to the Amortization Events set forth in Section 9.1 of the Base
Indenture, any of the following shall be an Amortization Event with respect to
the Series 2005-1 Notes and collectively shall constitute the Amortization
Events set forth in Section 9.1(n) of the Base Indenture with respect to the
Series 2005-1 Notes (without notice or other action on the part of the Trustee
or any holders of the Series 2005-1 Notes):

 

(a)  a Series
2005-1 Enhancement Deficiency shall occur and continue for at least two (2)
Business Days; provided,
however, that
such event or condition shall not be an Amortization Event if during such two
(2) Business Day period such Series 2005-1 Enhancement Deficiency shall have
been cured in accordance with the terms and conditions of the Indenture and the
Related Documents;

 

(b)  the
Series 2005-1 Liquidity Amount shall be less than the Series 2005-1 Required
Liquidity Amount for at least two (2) Business Days; provided,
however, that
such event or condition shall not be an Amortization Event if during such two
(2) Business Day period such insufficiency shall have been cured in accordance
with the terms and conditions of the Indenture and the Related
Documents;

 

(c)  the
Collection Account, the Series 2005-1 Collection Account, the Series 2005-1
Excess Collection Account or the Series 2005-1 Reserve Account shall be subject
to an injunction, estoppel or other stay or a Lien (other than Liens permitted
under the Related Documents);

 







-45-












(d)  all
principal of and interest on the Class A-1 Notes and the Class A-2 Notes is not
paid in full on or before the Three-Year Notes Expected Final Distribution Date
or all principal of and interest on the Class A-3 Notes is not paid in full on
or before the Class A-3 Expected Final Distribution Date;

 

(e)  the
Trustee shall make a demand for pay-ment under the Surety Bond;

 

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

 

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

 

(h)  any
Series 2005-1 Letter of Credit shall not be in full force and effect for at
least two (2) Business Days and (x) either a Series 2005-1 Enhancement
Deficiency would result from excluding such Series 2005-1 Letter of Credit from
the Series 2005-1 Enhancement Amount or (y) the Series 2005-1 Liquidity Amount,
excluding therefrom the available amount under such Series 2005-1 Letter of
Credit, would be less than the Series 2005-1 Required Liquidity
Amount;

 

(i)  from and
after the funding of the Series 2005-1 Cash Collateral Account, the Series
2005-1 Cash Collateral Account shall be subject to an injunction, estoppel or
other stay or a Lien (other than Liens permitted under the Related Documents)
for at least two (2) Business Days and either (x) a Series 2005-1 Enhancement
Deficiency would result from excluding the Series 2005-1 Available Cash
Collateral Account Amount from the Series 2005-1 Enhancement Amount or (y) the
Series 2005-1 Liquidity Amount, excluding therefrom the Series 2005-1 Available
Cash Collateral Amount, would be less than the Series 2005-1 Required Liquidity
Amount; and

 

(j)  an Event
of Bankruptcy shall have occurred with respect to any Series 2005-1 Letter of
Credit Provider or any Series 2005-1 Letter of Credit Provider repudiates its
Series 2005-1 Letter of Credit or refuses to honor a proper draw thereon and
either (x) a Series 2005-1 Enhancement Deficiency would result from excluding
such Series 2005-1 Letter of Credit from the Series 2005-1 Enhancement Amount or
(y) the Series 2005-1 Liquidity Amount, excluding therefrom the available amount
under such Series 2005-1 Letter of Credit, would be less than the Series 2005-1
Required Liquidity Amount.

 

 

ARTICLE
IV  

 

RIGHT
TO WAIVE PURCHASE RESTRICTIONS

 

Notwithstanding
any provision to the contrary in the Indenture or the Related Documents, but
subject in all respects to the Surety Provider’s rights under Section 6.11, upon
the Trustee’s receipt of notice from any Lessee, any Borrower or CRCF (i) to the
effect that a Manufacturer Program is no longer an Eligible Manufacturer Program
and that, as a result, the Series 2005-1 Maximum Non-Program Vehicle Amount is
or will be exceeded or (ii) that the 

 







-46-












 

Lessees,
the Borrowers and CRCF have determined to in-crease any Series 2005-1 Maximum
Amount, (such notice, a “Waiver
Request”), each
Series 2005-1 Note-holder may, at its option, waive the Series 2005-1 Maximum
Non-Program Vehicle Amount or any other Series 2005-1 Maximum Amount
(collectively, a “Waivable
Amount”) if (i)
no Amortization Event exists, (ii) the Requisite Noteholders and the Surety
Provider consent to such waiver and (iii) 60 days’ prior written notice of such
proposed waiver is provided to the Rating Agencies by the Trustee.

 

Upon
receipt by the Trustee of a Waiver Request (a copy of which the Trustee shall
promptly provide to the Rating Agencies), all amounts which would otherwise be
allocated to the Series 2005-1 Excess Collection Account (collectively, the
“Designated
Amounts”) from
the date the Trustee receives a Waiver Request through the Consent Period
Expiration Date will be held by the Trustee in the Series 2005-1 Collection
Account for ratable distribution as described below.

 

Within
ten (10) Business Days after the Trustee receives a Waiver Request, the Trustee
shall furnish notice thereof to the Series 2005-1 Noteholders and the Surety
Provider, which notice shall be accompanied by a form of consent (each a
“Consent”) in the
form of Exhibit B hereto
by which the Series 2005-1 Noteholders may, on or before the Consent Period
Expiration Date, consent to waiver of the applicable Waivable Amount. If the
Trustee receives the consent of the Surety Provider and Consents from the
Requisite Noteholders agreeing to waiver of the applicable Waivable Amount
within forty-five (45) days after the Trustee notifies the Series 2005-1
Noteholders of a Waiver Request (the day on which such forty-five (45) day
period expires, the “Consent
Period Expiration Date”), (i)
the applicable Waivable Amount shall be deemed waived by the consenting Series
2005-1 Noteholders, (ii) the Trustee will distribute the Designated Amounts as
set forth below and (iii) the Trustee shall promptly (but in any event
within two days) provide the Rating Agency with notice of such waiver. Any
Series 2005-1 Noteholder from whom the Trustee has not received a Consent on or
before the Consent Period Expiration Date will be deemed not to have consented
to such waiver.

 

If the
Trustee receives Consents from the Requisite Noteholders on or before the
Consent Period Expiration Date, then on the immediately following Dis-tribution
Date, the Trustee will pay the Designated Amounts as follows:

 

(i)  to the
non-consenting Series 2005-1 Noteholders, if any, pro rata up to
the amount required to pay all Series 2005-1 Notes held by such non-consenting
Series 2005-1 Noteholders in full; and

 

(ii)  any
remaining Designated Amounts to the Series 2005-1 Excess Collection
Account.

 

If the
amount paid pursuant to clause (i) of the preceding paragraph is not paid in
full on the date specified therein, then on each day following such
Dis-tribution Date, the Administrator will allocate to the Series 2005-1
Collection Account on a daily basis all Designated Amounts collected on such
day. On each following Distribution Date, the Trustee will withdraw a portion of
such Designated Amounts from the Series 2005-1 Collection Account and deposit
the same in the Series 2005-1 Distribution Account for distribution as
follows:

 







-47-












(a) to the
non-consenting Series 2005-1 Noteholders, if any, pro rata an
amount equal to the Designated Amounts in the Series 2005-1 Collection Account
as of the applicable Determination Date up to the aggregate outstanding
principal balance of the Series 2005-1 Notes held by the non-consenting Series
2005-1 Noteholders; and

 

(b) any
remaining Designated Amounts to the Series 2005-1 Excess Collection
Account.

 

If the
Requisite Noteholders or the Surety Provider do not timely consent to such
waiver, the Designated Amounts will be re-allocated to the Series 2005-1 Excess
Collection Account for allocation and distribution in accordance with the terms
of the Indenture and the Related Documents.

 

In the
event that the Series 2005-1 Rapid Amortization Period shall commence after
receipt by the Trustee of a Waiver Request, all such Designated Amounts will
thereafter be considered Principal Collections allocated to the Series 2005-1
Noteholders.

 

 

    
ARTICLE V  

 

FORM
OF SERIES 2005-1 NOTES

 

Section
5.1   Restricted
Global Series 2005-1 Notes. The
Series 2005-1 Notes to be issued in the United States will be issued in
book-entry form and represented by one or more permanent global Notes in fully
registered form without interest coupons (each, a “Restricted
Global Class A-1 Note”, a
“Restricted
Global Class A-2 Note” or a
“Restricted
Global Class A-3 Note”, as the
case may be), substantially in the forms set forth in Exhibit
A-1-1, A-2-1 and A-3-1 hereto,
with such legends as may be applicable thereto as set forth in the Base
Indenture, and will be sold only in the United States (1) initially to
institutional accredited investors within the meaning of Regulation D under the
Securities Act in reliance on an exemption from the registration requirements of
the Securities Act and (2) thereafter to qualified institutional buyers within
the meaning of, and in reliance on, Rule 144A under the Securities Act and shall
be deposited on behalf of the purchasers of the Series 2005-1 Notes represented
thereby, with the Trustee as custodian for DTC, and registered in the name of
Cede as DTC’s nominee, duly executed by CRCF and authenticated by the Trustee in
the manner set forth in Section 2.4 of the Base Indenture.

 

Section
5.2   Temporary
Global Series 2005-1 Notes; Permanent Global Series 2005-1 Notes.
The
Series 2005-1 Notes to be issued outside the United States will be issued and
sold in transactions outside the United States in reliance on Regulation S under
the Securities Act, as provided in the applicable note purchase agree-ment, and
shall initially be issued in the form of one or more temporary notes in
registered form without interest coupons (each, a “Temporary
Global Class A-1 Note”, a
“Temporary
Global Class A-2 Note” or a
“Temporary
Global Class A-3 Note”, as the
case may be), substantially in the forms set forth in Exhibits
A-1-2, A-2-2 and A-3-2 hereto,
which shall be deposited on behalf of the purchasers of the Series 2005-1 Notes
represented thereby with a custodian for, and registered in the name of a
nominee of DTC, for the account of Euroclear Bank S.A./N.V., as operator of the
Euroclear System (“Euroclear”) or for
Clearstream Banking, société anonyme (“Clearstream”), duly
executed by 

 







-48-












 

CRCF and
authenticated by the Trustee in the manner set forth in Section 2.4 of the Base
Indenture. Interests in a Temporary Global Class A-1 Note, a Temporary Global
Class A-2 Note or a Temporary Global Class A-3 Note will be exchangeable, in
whole or in part, for interests in one or more permanent global notes in
registered form without interest coupons (each, a “Permanent
Global Class A-1 Note”, a
“Permanent
Global Class A-2 Note” or a
“Permanent
Global Class A-3 Note”, as the
case may be), substantially in the form of Exhibits
A-1-3, A-2-3 and A-3-3 hereto,
in accordance with the provisions of such Temporary Global Class A-1 Note,
Temporary Global Class A-2 Note or Temporary Global Class A-3 Note and the Base
Indenture (as modified by this Supplement). Interests in a Permanent Global
Class A-1 Note, a Permanent Global Class A-2 Note or a Permanent Global Class
A-3 Note will be exchangeable for definitive Class A-1 Notes, definitive Class
A-2 Notes or definitive Class A-3 Notes, as the case may be, in accordance with
the provisions of such Permanent Global Class A-1 Note, Permanent Global Class
A-2 Note or Permanent Global Class A-3 Note and the Base Indenture (as modified
by this Supplement).

 

 

     
ARTICLE VI  

 

GENERAL

 

Section
6.1   Optional
Repurchase. Each
Class of the Series 2005-1 Notes shall be subject to repurchase by CRCF at its
option in accordance with Section 6.3 of the Base Indenture on any Distribution
Date after the Class A-1 Invested Amount, the Class A-2 Invested Amount or the
Class A-3 Invested Amount, as the case may be, is reduced to an amount less than
or equal to 10% of the Class A-1 Initial Invested Amount, the Class A-2 Initial
Invested Amount or the Class A-3 Initial Invested Amount, as the case may be
(the “Series
2005-1 Repurchase Amount”);
provided,
however, that as
a condition precedent to any such optional repurchase, on or prior to the
Distribution Date on which any Series 2005-1 Note is repurchased by CRCF
pursuant to this Section 6.1, CRCF shall have paid the Surety Provider all
Surety Provider Fees and all other Surety Provider Reimbursement Amounts due and
unpaid as of such Distribution Date. The repurchase price for any Series 2005-1
Note shall equal the aggregate outstanding principal balance of such Series
2005-1 Note (determined after giving effect to any payments of principal and
interest on such Distribution Date), plus accrued and unpaid interest on such
outstanding principal balance.

 

Section
6.2   Information. The
Trustee shall provide to the Series 2005-1 Noteholders, or their designated
agent, and the Surety Provider copies of all information furnished to the
Trustee or CRCF pursuant to the Related Documents, as such information relates
to the Series 2005-1 Notes or the Series 2005-1 Collateral. In connection with
any Preference Amount payable under the Surety Bond, the Trustee shall furnish
to the Surety Provider its records evidencing the distributions of principal of
and interest on the Series 2005-1 Notes that have been made and
subsequently recovered from Series 2005-1 Noteholders and the dates on
which such payments were made.

 

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

 

 


	 Exhibit
      A-1-1:	
      Form
      of Restricted Global Class A-1 Note




 







-49-













	
      Exhibit
      A-1-2:
	
      Form
      of Temporary Global Class A-1 Note

	
      Exhibit
      A-1-3:
	
      Form
      of Permanent Global Class A-1 Note

	
      Exhibit
      A-2-1
	
      Form
      of Restricted Global Class A-2 Note

	
      Exhibit
      A-2-2
	
      Form
      of Temporary Global Class A-2 Note

	
      Exhibit
      A-2-3
	
      Form
      of Permanent Global Class A-2 Note

	
      Exhibit
      A-3-1
	
      Form
      of Restricted Global Class A-3 Note

	
      Exhibit
      A-3-2
	
      Form
      of Temporary Global Class A-3 Note

	
      Exhibit
      A-3-3
	
      Form
      of Permanent Global Class A-3 Note

	
      Exhibit
      B:
	
      Form
      of Consent

	
      Exhibit
      C:
	
      Form
      of Series 2005-1 Demand Note

	
      Exhibit
      D:
	
      Form
      of Letter of Credit

	
      Exhibit
      E:
	
      Form
      of Lease Payment Deficit Notice

	
      Exhibit
      F:
	
      Form
      of Demand Notice







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

 

Section
6.5   Counterparts. This
Supplement may be executed in any number of counterparts, each of which so
executed shall be deemed to be an original, but all of such counterparts shall
together constitute but one and the same instrument.

 

Section
6.6   Governing
Law. This
Supplement shall be construed in accordance with the law of the State of New
York, and the obligations, rights and remedies of the parties hereto shall be
determined in accordance with such law.

 

Section
6.7   Amendments.
This
Supplement may be modified or amended from time to time with the consent of the
Surety Provider and in accordance with the terms of the Base Indenture;
provided,
however, that
if, pursuant to the terms of the Base Indenture or this Supplement, the consent
of the Required Noteholders is required for an amendment or modification of this
Supplement, such requirement shall be satisfied if such amendment or
modification is consented to by the Series 2005-1 Noteholders representing more
than 50% of the aggregate outstanding principal amount of the Series 2005-1
Notes affected thereby; provided,
further, that if
that consent of the Required Noteholders is required for a proposed amendment or
modification of this Supplement that (i) affects only the Class A-1 Notes (and
does not affect in any material respect the Class A-2 Notes or the Class A-3
Notes, as evidenced by an opinion of counsel to such effect), then such
requirement shall be satisfied if such amendment or modification is consented to
by the Class A-1 Noteholders representing more than 50% of the aggregate
outstanding principal amount of the Class A-1 Notes (without the necessity of
obtaining the consent of the Required Noteholders in respect of the Class A-2
Notes or the Class A-3 Notes), (ii) affects only the Class A-2 Notes (and does
not affect in material respect the Class A-1 Notes or the Class A-3 Notes, as
evidenced by an opinion of counsel to such effect), then such requirement shall
be satisfied if such amendment or modification is consented to by the Class A-2
Noteholders representing more than 50% of the aggregate outstanding principal
amount of the Class A-2 Notes (without the necessity of obtaining the consent of
the Required Noteholders in respect of the Class A-1 Notes or the Class A-3
Notes), (iii) affects only the Class 

 







-50-












A-3 Notes
(and does not affect in any material respect the Class A-1 Notes or the Class
A-2 Notes, as evidenced by an opinion of counsel to such effect), then such
requirement shall be satisfied if such amendment or modification is consented to
by the Class A-3 Noteholders representing more than 50% of the aggregate
outstanding principal amount of the Class A-3 Notes (without the necessity of
obtaining the consent of the Required Noteholders in respect of the Class A-1
Notes or the Class A-2 Notes).

 

Section
6.8   Discharge
of Indenture.
Notwithstanding anything to the contrary contained in the Base Indenture, no
discharge of the Indenture pursuant to Section 11.1(b) of the Base Indenture
will be effective as to the Series 2005-1 Notes without the consent of the
Required Noteholders and, to the extent there are any amounts due to a Series
2005-1 Interest Rate Swap Counterparty, each such Series 2005-1 Interest Rate
Swap Counterparty.

 

Section
6.9   Notice
to Surety Provider, Rating Agencies and
each Series 2005-1 Interest Rate Swap Counterparty. The
Trustee shall provide to the Surety Provider, each Rating Agency and each Series
2005-1 Interest Rate Swap Counterparty a copy of each notice, opinion of
counsel, certificate or other item delivered to, or required to be provided by,
the Trustee pursuant to this Supplement or any other Related Document. Each such
opinion of counsel shall be addressed to the Surety Provider and each Series
2005-1 Interest Rate Swap Counterparty, shall be from counsel reasonably
acceptable to the Surety Provider and each Series 2005-1 Interest Rate Swap
Counterparty and shall be in form and substance reasonably acceptable to the
Surety Provider and each Series 2005-1 Interest Rate Swap Counterparty. All such
notices, opinions, certificates or other items delivered to the Surety Provider
shall be forwarded to MBIA Insurance Corporation, 113 King Street, Armonk, New
York 10504, Attention: General Counsel, telephone: (914) 273-4545.

 

Section
6.10   Certain
Rights of Surety Provider. The
Surety Provider shall be deemed to be an Enhancement Provider entitled to
receive confirmation of the rating on the Series 2005-1 Notes (without regard to
the Surety Bond) pursuant to the definition of “Rating Agency Confirmation
Condition.” In addition, the Surety Provider shall be deemed to be an
Enhancement Provider entitled to exercise the consent rights described in clause
(ii) of the definition of “Rating Agency Consent Condition.”

 

Section
6.11   Surety
Provider Deemed Noteholder and Secured Party. Except
for any period during which a Surety Default is continuing, the Surety Provider
shall be deemed to be the holder of 100% of the Series 2005-1 Notes for the
purposes of giving any and all consents, waivers (including, without limitation,
pursuant to Article III (other than an Amortization Event described in clauses
(f) and (g) thereof) Article IV and Section 6.7), approvals, instructions,
directions, requests, declarations and/or notices pursuant to the Base Indenture
and this Supplement. Any reference in the Base Indenture or the Related
Documents (including, without limitation, in Sections 2.3, 8.14, 9.1, 9.2 or
12.1 of the Base Indenture) to materially, adversely, or detrimentally
affect-ing the rights or interests of the Noteholders, or words of similar
meaning, shall be deemed, for purposes of the Series 2005-1 Notes, to refer to
the rights or interests of the Surety Provider. The Surety Provider shall
constitute an “Enhancement Provider” with respect to the Series 2005-1 Notes for
all purposes under the Indenture and the other Related Documents. Furthermore,
the Surety Provider shall be deemed to be a “Secured Party” under the Base
Indenture and the Related Documents to the extent of amounts payable to the
Surety Provider 

 







-51-












pursuant
to this Supplement and the Insurance Agreement shall constitute an “Enhancement
Agreement” with respect to the Series 2005-1 Notes for all purposes under
the Indenture and the Related Documents. Moreover, wherever in the Related
Documents money or other property is assigned, conveyed, granted or held for, a
filing is made for, action is taken for or agreed to be taken for, or a
representation or warranty is made for the benefit of the Noteholders, the
Surety Provider shall be deemed to be the Noteholder with respect to 100% of the
Series 2005-1 Notes for such purposes. 

 

Section
6.12   Capitalization
of CRCF. CRCF
agrees that on the Series 2005-1 Closing Date it will have capitalization in an
amount equal to or greater than 3% of the sum of (x) the
Series 2005-1 Invested Amount and (y) the invested amount of the Series 1998-1
Notes, Series 2000-2 Notes, the Series 2000-4 Notes, the Series 2001-2 Notes,
the Series 2002-1 Notes, Series 2002-2 Notes, Series 2002-3 Notes, Series 2003-1
Notes, Series 2003-2 Notes, Series 2003-3 Notes, Series 2003-4 Notes, Series
2003-5 Notes, Series 2004-1 Notes, Series 2004-2 Notes, Series 2004-4 Notes and
the Series 2004-5 Notes.

 

Section
6.13   Series
2005-1 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, BRAC or
ARAC, 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 2005-1 Required Non-Program Enhancement Percentage
would exceed 25.0%.

 

Section
6.14   Third
Party Beneficiary. The
Surety Provider and each Series 2005-1 Interest Rate Swap Counterparty is an
express third party beneficiary of (i) the Base Indenture to the extent of
provisions relating to any Enhancement Provider and (ii) this
Supplement.

 

Section
6.15   Prior
Notice by Trustee to Surety Provider. Subject
to Section 10.1 of the Base Indenture, the Trustee agrees that, so long as no
Amortization Event shall have occurred and be continuing with respect to any
Series of Notes other than the Series 2005-1 Notes, it shall not exercise any
rights or remedies available to it as a result of the occurrence of an
Amortization Event with respect to the Series 2005-1 Notes (except those set
forth in clauses (f) and (g) of Article III) or a Series 2005-1 Limited
Liquidation Event of Default until after the Trustee has given prior written
notice thereof to the Surety Provider and each Series 2005-1 Interest Rate Swap
Counterparty and obtained the direction of the Required Noteholders with respect
to the Series 2005-1 Notes. The Trustee agrees to notify the Surety Provider
promptly following any exercise of rights or remedies available to it as a
result of the occurrence of any Amortization Event or a Series 2005-1 Limited
Liquidation Event of Default.

 

Section
6.16   Effect
of Payments by the Surety Provider.
Anything herein to the contrary notwithstanding, any distribution of principal
of or interest on the Series 2005-1 Notes that is made with moneys received
pursuant to the terms of the Surety Bond shall not (except for the purpose of
calculating the Principal Deficit Amount) be considered payment of the
Series 2005-1 Notes by CRCF. The Trustee acknowledges that, without the
need for any further action on the part of the Surety Provider, (i) to the
extent the Surety Provider makes payments, directly or indirectly, on account of
principal of or interest on the Series 2005-1 Notes to the Trustee for the
benefit of the Series 2005-1 Noteholders or to the Series 2005-1
Noteholders 

 







-52-












(including
any Preference Amounts as defined in the Surety Bond), the Surety Provider will
be fully subrogated to the rights of such Series 2005-1 Noteholders to
receive such principal and interest and will be deemed to the extent of the
payments so made to be a Series 2005-1 Noteholder and (ii) the Surety
Provider shall be paid principal and interest in its capacity as a
Series 2005-1 Noteholder until all such payments by the Surety Provider
have been fully reimbursed, but only from the sources and in the manner provided
herein for the distribution of such principal and interest and in each case only
after the Series 2005-1 Noteholders have received all payments of principal
and interest due to them hereunder on the related Distribution
Date.

 

Section
6.17   Series
2005-1 Demand Notes. Other
than pursuant to a demand thereon pursuant to Section 2.5, CRCF shall not
reduce the amount of the Series 2005-1 Demand Notes or forgive amounts payable
thereunder so that the outstanding principal amount of the Series 2005-1 Demand
Notes after such reduction or forgiveness is less than the Series 2005-1 Letter
of Credit Liquidity Amount. CRCF shall not agree to any amendment of the Series
2005-1 Demand Notes without first satisfying the Rating Agency Confirmation
Condition and the Rating Agency Consent Condition.

 

Section
6.18   Subrogation. In
furtherance of and not in limitation of the Surety Provider’s equitable right of
subrogation, each of the Trustee and CRCF acknowledge that, to the extent of any
payment made by the Surety Provider under the Surety Bond with respect to
interest on or principal of the Series 2005-1 Notes, including any Preference
Amount, as defined in the Surety Bond, the Surety Provider is to be fully
subrogated to the extent of such payment and any additional interest due on any
late payment, to the rights of the Series 2005-1 Noteholders under the
Indenture. Each of CRCF and the Trustee agree to such subrogation and, further,
agree to take such actions as the Surety Provider may reasonably request in
writing to evidence such subrogation.

 

Section
6.19   Termination
of Supplement. This
Supplement shall cease to be of further effect when all outstanding Series
2005-1 Notes theretofore authenticated and issued have been delivered (other
than destroyed, lost, or stolen Series 2005-1 Notes which have been replaced or
paid) to the Trustee for cancellation, CRCF has paid all sums payable hereunder,
the Surety Provider has been paid all Surety Provider Fees and all other Surety
Provider Reimbursement Amounts due under the Insurance Agreement, the Series
2005-1 Interest Rate Swaps have been terminated and there are no amounts due and
owing thereunder and, if the Series 2005-1 Demand Note Payment Amount on the
Series 2005-1 Letter of Credit Termination Date was greater than zero, all
amounts have been withdrawn from the Series 2005-1 Cash Collateral Account in
accordance with Section 2.8(i).

 

Section
6.20   Condition
to Termination of CRCF’s Obligations.
Notwithstanding anything to the contrary in Section 11.1 of the Base Indenture,
so long as this Supplement is in effect, CRCF may not terminate its obligations
under the Indenture unless CRCF shall have delivered to the Surety Provider and
each Series 2005-1 Interest Rate Swap Counterparty an Opinion of Counsel, in
form and substance acceptable to the Surety Provider and each Series 2005-1
Interest Rate Swap Counterparty, to the effect that, in the event of a
bankruptcy proceeding under the Bankruptcy Code in respect of CRCF, the Lessor
or any Lessee, the bankruptcy court would not avoid any amounts distributed to
the Series 2005-1 Noteholders, the 

 







-53-












Surety
Provider or any Series 2005-1 Interest Rate Swap Counterparty in connection with
such termination.

 

Section
6.21   Confidential
Information. (a)  The
Trustee and each Series 2005-1 Note Owner agrees, by its acceptance and holding
of a beneficial interest in a Series 2005-1 Note, to maintain the
confidentiality of all Confidential Information in accordance with procedures
adopted by the Trustee or such Series 2005-1 Note Owner in good faith to protect
confidential information of third parties delivered to such Person; provided, that
such Person may deliver or disclose Confidential Information to: (i) such
Person’s directors, trustees, officers, employees, agents, attorneys,
independent or internal auditors and affiliates who agree to hold confidential
the Confidential Information substantially in accordance with the terms of this
Section 6.21; (ii) such Person’s financial advisors and other professional
advisors who agree to hold confidential the Confidential Information
substantially in accordance with the terms of this Section 6.21; (iii) any other
Series 2005-1 Note Owner; (iv) any Person of the type that would be, to such
Person’s knowledge, permitted to acquire an interest in the Series 2005-1 Notes
in accordance with the requirements of the Indenture to which such Person sells
or offers to sell any such Series 2005-1 Note or any part thereof and that
agrees to hold confidential the Confidential Information substantially in
accordance with this Section 6.21 (or in accordance with such other
confidentiality procedures as are acceptable to CRCF); (v) any federal or state
or other regulatory, governmental or judicial authority having jurisdiction over
such Person; (vi) the National Association of Insurance Commissioners or any
similar organization, or any nationally recognized rating agency that requires
access to information about the investment portfolio of such Person, (vii) any
reinsurers or liquidity or credit providers that agree to hold confidential the
Confidential Information substantially in accordance with this Section 6.21 (or
in accordance with such other confidentiality procedures as are acceptable to
CRCF); (viii) any other Person with the consent of CRCF; or (ix) any other
Person to which such delivery or disclosure may be necessary or appropriate (A)
to effect compliance with any law, rule, regulation, statute or order applicable
to such Person, (B) in response to any subpoena or other legal process upon
prior notice to CRCF (unless prohibited by applicable law, rule, order or decree
or other requirement having the force of law), (C) in connection with any
litigation to which such Person is a party 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 2005-1 Notes has occurred and is continuing, to the extent such Person
may reason-ably 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 2005-1 Notes, the Indenture or any other Related Document; and
provided,
further,
however, that
delivery to any Series 2005-1 Note Owner of any report or information required
by the terms of the Indenture to be provided to such Series 2005-1 Note Owner
shall not be a violation of this Section 6.21. Each Series 2005-1 Note Owner
agrees, by acceptance of a beneficial interest in a Series 2005-1 Note, except
as set forth in clauses (v), (vi) and (ix) above, that it shall use the
Confidential Information for the sole purpose of making an investment in the
Series 2005-1 Notes or administering its investment in the Series 2005-1 Notes.
In the event of any required disclosure of the Confidential Information by such
Series 2005-1 Note Owner, such Series 2005-1 Note Owner agrees to use reasonable
efforts to protect the confidentiality of the Confidential
Information.

 

(b) For the
purposes of this Section 6.21, “Confidential
Information” means
information delivered to the Trustee or any Series 2005-1 Note Owner by or on
behalf of CRCF 

 







-54-












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 2005-1 Note Owner prior to the time of such
disclosure; (ii) subsequently becomes publicly known through no act or omission
by the Trustee, any Series 2005-1 Note Owner or any person acting on behalf of
the Trustee or any Series 2005-1 Note Owner; (iii) otherwise is known or becomes
known to the Trustee or any Series 2005-1 Note Owner other than (x) through
disclosure by CRCF or (y) as a result of the breach of a fiduciary duty to CRCF
or a contractual duty to CRCF; or (iv) is allowed to be treated as
non-confidential by consent of CRCF.

 












-55-


















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

 


	 	
      CENDANT
      RENTAL CAR FUNDING (AESOP) 

          
      LLC

       

      By:
      /s/ Lori Gebron

	 	
      Title:
      Vice President

	 	
       

       

       

      THE
      BANK OF NEW YORK, as Trustee

       

      By:
      /s/ John Bobko

	 	
      Title:
      Assistant Vice President

	 	
      
       

       

       

      THE
      BANK OF NEW YORK, as Series 2005-1 

          
      Agent

       


      By:
      /s/ John Bobko

	 	
      Title:
      Assistant Vice President







 























 

 

 


	 	 	 	
      Exhibit
      A-1-1

      to

      Series 2005-1

      Supplement





 




FORM
OF RESTRICTED GLOBAL CLASS A-1 NOTE




REGISTERED        


$___________*  

No.
R-




SEE
REVERSE FOR CERTAIN CONDITIONS




CUSIP
(CINS) NO. 15132C AA 0

ISIN NO.
US15132CAA09




THIS
SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES
ACT”) OR ANY
STATE SECURITIES OR “BLUE SKY” LAWS. THE HOLDER HEREOF, BY PURCHASING THIS CLASS
A-1 NOTE, AGREES FOR THE BENEFIT OF CENDANT RENTAL CAR FUNDING (AESOP) LLC (THE
“COMPANY”) THAT
THIS CLASS A-1 NOTE IS BEING ACQUIRED FOR ITS OWN ACCOUNT AND NOT WITH A VIEW TO
DISTRIBUTION AND MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (1) TO THE
COMPANY (UPON REDEMPTION THEREOF OR OTHERWISE), (2) TO A PERSON THE TRANSFEROR
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A
UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE
144A, (3) OUTSIDE THE UNITED STATES TO A NON-U.S. PERSON (AS SUCH TERM IS
DEFINED IN REGULATION S OF THE SECURITIES ACT) IN A TRANSACTION IN COMPLIANCE
WITH REGULATION S OF THE SECURITIES ACT, OR (4) IN A TRANSACTION COMPLYING WITH
OR EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES
OR ANY OTHER JURISDICTION. EACH SUCH TRANSFER SHALL BE IN ACCORDANCE WITH THE
BASE INDENTURE, ANY APPLICABLE SUPPLEMENT AND ALL APPLICABLE SECURITIES LAWS.
THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER
FROM IT OF THE RESALE RESTRICTIONS SET FORTH ABOVE.

 

EXCEPT AS
OTHERWISE PROVIDED IN SECTION 2.9 OF THE BASE INDENTURE, THIS CLASS A-1 NOTE MAY
BE TRANSFERRED, IN WHOLE BUT NOT IN PART, ONLY TO ANOTHER NOMINEE OF THE
CLEARING AGENCY OR TO A SUCCESSOR CLEARING AGENCY OR TO A NOMINEE OF SUCH
SUCCESSOR CLEARING AGENCY. UNLESS THIS CLASS A-1 NOTE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION (“DTC”), TO
CENDANT RENTAL CAR FUNDING (AESOP) LLC OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND 

 

 







* Denominations
of $1,000,000 and integral multiples of $200,000.
























Exhibit
A-1-1

Page
2


 


ANY CLASS
A-1 NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS
MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

 

THE
PRINCIPAL OF THIS CLASS A-1 NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN.
ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS CLASS A-1 NOTE AT ANY TIME
MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

 

CENDANT
RENTAL CAR FUNDING (AESOP) LLC

 

SERIES
2005-1 3.95% RENTAL CAR ASSET BACKED NOTES, CLASS A-1

 

CENDANT
RENTAL CAR FUNDING (AESOP) LLC, a Delaware limited liability company (herein
referred to as the “Company”), for value received, hereby promises to pay to
Cede & Co., or registered assigns, the principal sum of [___] MILLION
DOLLARS, which amount shall be payable in the amounts and at the times set forth
in the Indenture, provided,
however, that
the entire unpaid principal amount of this Class A-1 Note shall be due on the
Class A-1 Final Distribution Date, which is the April 2009 Distribution Date.
However, principal with respect to the Class A-1 Notes may be paid earlier or
later under certain limited circumstances described in the Indenture. The
Company will pay interest on this Class A-1 Note at the Class A-1 Note Rate.
Such interest shall be payable on each Distribution Date until the principal of
this Class A-1 Note is paid or made available for payment. Interest on this
Class A-1 Note will accrue for each Distribution Date from the most recent
Distribution Date on which interest has been paid to but excluding such
Distribution Date or, if no interest has yet been paid, from February 25, 2005.
Interest with respect to the Class A-1 Notes will be calculated on the basis of
a 360-day year of twelve 30-day months. Such principal of and interest on this
Class A-1 Note shall be paid in the manner specified on the reverse
hereof.

 

The
principal of and interest on this Class A-1 Note are payable in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts. All payments made by the Company
with respect to this Class A-1 Note shall be applied first to interest due and
payable on this Class A-1 Note as provided above and then to the unpaid
principal of this Class A-1 Note. This Class A-1 Note does not represent an
interest in, or an obligation of Original AESOP, AESOP Leasing, AESOP Leasing
II, ARAC, BRAC, CCRG or any affiliate of Original AESOP, AESOP Leasing, AESOP
Leasing II, ARAC, BRAC or CCRG other than the Company.

 

Interests
in this Note are exchangeable or transferable in whole or in part for interests
in a Restricted Global Note if this Note is a Temporary Global Note, or for
interests in a Temporary Global Note or a Permanent Global Note if this Note is
a Restricted Global Note (each as defined in the Base Indenture), in each case
of the same Series and Class, provided that such transfer or exchange complies
with Article 2 of the Base Indenture. Interests in this Note 

 





















Exhibit
A-1-1

Page
3



may be
exchangeable in whole or in part for duly executed and issued definitive
registered Notes if so provided in Article 2 of the Base Indenture, with the
applicable legends as marked therein, subject to the provisions of the Base
Indenture.

 

Reference
is made to the further provisions of this Class A-1 Note set forth on the
reverse hereof, which shall have the same effect as though fully set forth on
the face of this Class A-1 Note. Although a summary of certain provisions of the
Indenture are set forth below and on the reverse hereof and made a part hereof,
this Class A-1 Note does not purport to summarize the Indenture and reference is
made to the Indenture for information with respect to the interests, rights,
benefits, obligations, proceeds and duties evidenced hereby and the rights,
duties and obligations of the Company, Original AESOP, AESOP Leasing, AESOP
Leasing II, CCRG, ARAC, BRAC and the Trustee. A copy of the Indenture may be
requested from the Trustee by writing to the Trustee at: The Bank of New York,
c/o BNY Midwest Trust Company, 2 North LaSalle Street, 10th Floor,
Chicago, Illinois 60602. To the extent not defined herein, the capitalized terms
used herein have the meanings ascribed to them in the Indenture.

 

Unless
the certificate of authentication hereon has been executed by the Trustee whose
name appears below by manual signature, this Class A-1 Note shall not be
entitled to any benefit under the Indenture referred to on the reverse hereof,
or be valid or obligatory for any purpose.

 




















 
Exhibit
A-1-1

Page
4



IN
WITNESS WHEREOF, the Company has caused this instrument to be signed, manually
or in facsimile, by its Authorized Officer.

 


	
       

       

      Date:
	 	
      CENDANT
      RENTAL CAR FUNDING (AESOP) LLC

       

      By:

	 	 	
      Name:

      Title:

	 	 	 






 




TRUSTEE’S
CERTIFICATE OF AUTHENTICATION

 

This is
one of the Class A-1 Notes of the Series 2005-1 Notes, a series issued under the
within-mentioned Indenture.

 

 


	 	 	
      THE
      BANK OF NEW YORK, as Trustee

       

      By:

	 	 	
      Authorized
      Signatory




 


 




















 
Exhibit
A-1-1

Page
5



 

[REVERSE
OF CLASS A-1 NOTE]

 

This
Class A-1 Note is one of a duly authorized issue of Class A-1 Notes of the
Company, designated as its Series 2005-1 3.95% Rental Car Asset Backed Notes,
Class A-1 (herein called the “Class
A-1 Notes”), all
issued under (i) a Second Amended and Restated Base Indenture, dated as of June
3, 2004 (such Base Indenture, as amended, supplemented or modified in accordance
with its terms exclusive of any Supplements thereto creating a new Series of
Notes, is herein called the “Base
Indenture”),
between the Company and The Bank of New York, as trustee (the “Trustee”, which
term includes any successor Trustee under the Base Indenture), and (ii) a Series
2005-1 Supplement dated as of February 25, 2005 (such supplement, as may be
amended or modified, is herein called the “Series
2005-1 Supplement”) among
the Company, the Trustee and The Bank of New York, as Series 2005-1 Agent. The
Base Indenture and the Series 2005-1 Supplement are referred to herein as the
“Indenture”. The
Class A-1 Notes are subject to all terms of the Indenture. All terms used in
this Class A-1 Note that are defined in the Indenture shall have the meanings
assigned to them in or pursuant to the Indenture.

 

The Class
A-1 Notes are and will be equally and ratably secured by the Series 2005-1
Collateral pledged as security therefor as provided in the
Indenture.

 

Principal
of the Class A-1 Notes will be payable on each Distribution Date specified in
and in the amounts described in the Indenture. “Distribution
Date” means
the 20th day of each month, or, if any such date is not a Business Day, the next
succeeding Business Day, commencing March 21, 2005.

 

Commencing
on the Distribution Date following the second Determination Date during the
Class A-1 Controlled Amortization Period or the first Determination Date after
the commencement of the Series 2005-1 Rapid Amortization Period, payments with
respect to principal will be made on the Class A-1 Notes. As described above,
the entire unpaid principal amount of this Class A-1 Note shall be due and
payable on the Class A-1 Final Distribution Date. Notwithstanding the foregoing,
if an Amortization Event, Liquidation Event of Default, Waiver Event or Series
2005-1 Limited Liquidation Event of Default shall have occurred and be
continuing then, in certain circumstances, principal on the Class A-1 Notes may
be paid earlier, as described in the Indenture. All principal payments on the
Class A-1 Notes shall be made pro rata to the Noteholders entitled
thereto.

 

Payments
of interest on this Class A-1 Note due and payable on each Distribution Date,
together with the installment of principal then due, if any, to the extent not
in full payment of this Class A-1 Note, shall be made by wire transfer for
credit to the account designated by the Holder of record of this Class A-1 Note
(or one or more predecessor Class A-1 Notes) on the Note Register as of the
close of business on each Record Date, except that with respect to Class A-1
Notes registered on the Record Date in the name of the nominee of the Clearing
Agency (initially, such nominee to be Cede & Co.), payments will be made by
wire transfer in immediately available funds to the account designated by such
nominee. Any reduction in the principal amount of this Class A-1 Note (or any
one or more predecessor Class A-1 Notes) effected by any payments made on any
Distribution Date shall be binding upon all future Holders of this Class A-1
Note and of any Class A-1 Note issued upon the registration of transfer hereof
or in exchange hereof or-in lieu hereof, whether or not noted
thereon.

 




















 
Exhibit
A-1-1

Page
6



The
Company shall pay interest on overdue installments of interest at the Class A-1
Note Rate to the extent lawful.

 

As
provided in the Indenture, the Class A-1 Notes may be redeemed, in whole, but
not in part, at the option of the Company on any Distribution Date if on such
Distribution Date the Class A-1 Invested Amount is less than or equal to 10% of
the Class A-1 Initial Invested Amount. The purchase price for such repurchase of
the Class A-1 Notes shall equal the aggregate outstanding principal balance of
such Class A-1 Notes (determined after giving effect to any payment of principal
and interest on such Distribution Date), plus accrued and unpaid interest on
such outstanding Class A-1 Invested Amount.

 

As
provided in the Indenture and subject to certain limitations set forth therein,
the transfer of this Class A-1 Note may be registered on the Note Regis-ter upon
surrender of this Class A-1 Note for registration of transfer at the office or
agency designated by the Company pursuant to the Indenture, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Trustee duly executed by, the Holder hereof or his attorney duly authorized in
writing, with such signature guaranteed by an “Eligible
Guarantor Institution” (as
defined in Rule 17Ad-15 under the Ex-change Act), and such other documents as
the Trustee may reasonably require, and thereupon one or more new Class A-1
Notes of authorized denominations in the same aggregate principal amount will be
issued to the designated transferee or transferees. No service charge will be
charged for any registration of transfer or exchange of this Class A-1 Note, but
the transferor may be required to pay a sum sufficient to cover any tax or other
govern-mental charge that may be imposed in connection with any such
registration of transfer or exchange.

 

Each
Noteholder or Note Owner by acceptance of a Class A-1 Note or, in the case of a
Note Owner, a beneficial interest in a Class A-1 Note, covenants and agrees that
no recourse may be taken, directly or indirectly, with respect to the
obligations of the Company, Original AESOP, AESOP Leasing, AESOP Leasing II,
ARAC, BRAC, CCRG or the Trustee on the Class A-1 Notes or under the Indenture or
any certificate or other writing delivered in connection therewith, against (i)
the Trustee, Original AESOP, AESOP Leasing, AESOP Leasing II, ARAC, BRAC or
CCRG, in its individual capacity, (ii) any owner of a beneficial interest in the
Company or (iii) any partner, owner, beneficiary, agent, officer, director or
employee of the Trustee, Original AESOP, AESOP Leasing, AESOP Leasing II, ARAC,
BRAC or CCRG, in its individual capacity, any holder of a beneficial interest in
the Company, Original AESOP, AESOP Leasing, AESOP Leasing II, ARAC, BRAC, CCRG
or the Trustee or of any successor or assign of Original AESOP, AESOP Leasing,
AESOP Leasing II, ARAC, BRAC, CCRG or the Trustee, in its individual capacity,
except (a) as any such Person may have expressly agreed and (b) any such
partner, owner or beneficiary shall be fully liable, to the extent provided by
applicable law, for any unpaid consideration for stock, unpaid capital
contribution or failure to pay any installment or call owing to such entity;
provided,
however, that
nothing contained herein shall be taken to prevent recourse to, and enforcement
against, the assets of the Company for any and all liabilities, obligations and
undertakings contained in the Indenture or in this Class A-1 Note, subject to
Section 13.18 of the Base Indenture.

 

Each
Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note
Owner, a beneficial interest in a Note, covenants and agrees that by accept-ing
the benefits of the 

 




















 
Exhibit
A-1-1

Page
7


 


Indenture
that such Noteholder or Note Owner, as the case may be, will not for a period of
one year and one day following payment in full of all Notes institute against
the Company, or join in any institution against the Company of, any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings under any
United States Federal or state bankruptcy or similar law in connection with any
obligations relating to the Notes, the Indenture or the Related
Documents.

 

Prior to
the due presentment for registration of transfer of this Class A-1 Note, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Class A-1 Note (as of the day of determination or as
of such other date as may be specified in the Indenture) is registered as the
owner hereof for all purposes, whether or not this Class A-1 Note be overdue,
and neither the Company, the Trustee nor any such agent shall be affected by
notice to the contrary.

 

It is the
intent of the Company, each Noteholder and each Note Owner that, for Federal,
state and local income and franchise tax purposes only, the Class A-1 Notes will
evidence indebtedness of the Company secured by the Series 2005-1 Collateral.
Each Noteholder and each Note Owner, by the acceptance of this Class A-1 Note,
agrees to treat this Class A-1 Note for Federal, state and local income and
franchise tax purposes as indebtedness of the Company.

 

The
Indenture permits, with certain exceptions as therein provided, the amendment
thereof and the modification of the rights and obligations of the Company and
the rights of the Holders of the Series 2005-1 Notes under the Indenture at any
time by the Company with the consent of the Holders of Series 2005-1 Notes
represent-ing more than 50% in principal amount of the aggregate outstanding
amount of the Series 2005-1 Notes which are affected by such amendment or
modification. The Indenture also contains provisions permitting the Holders of
Series 2005-1 Notes representing specified percentages of the aggregate
outstanding amount of the Series 2005-1 Notes, on behalf of the Holders of all
the Series 2005-1 Notes, to waive compliance by the Company with certain
provisions of the Indenture and certain past defaults under the Indenture and
their consequences. Any such consent or waiver by the Holder of this Class A-1
Note (or any one or more predecessor Class A-1 Notes) shall be conclusive and
binding upon such Holder and upon all future Holders of this Class A-1 Note and
of any Class A-1 Note issued upon the registration of transfer hereof or in
exchange hereof or in lieu hereof whether or not notation of such consent or
waiver is made upon this Class A-1 Note. The Indenture also permits the Trustee
to amend or waive certain terms and conditions set forth in the Indenture
without the consent of Holders of the Series 2005-1 Notes issued
thereunder.

 

The term
“Company” as used in this Class A-1 Note includes any successor to the Company
under the Indenture.

 

The Class
A-1 Notes are issuable only in registered form in denominations as provided in
the Indenture, subject to certain limitations set forth therein.

 

This
Class A-1 Note and the Indenture shall be construed in accordance with the law
of the State of New York, and the obligations, rights and remedies of the
parties hereunder and thereunder shall be determined in accordance with such
law.

 




















 
Exhibit
A-1-1

Page
8


 


No
reference herein to the Indenture and no provision of this Class A-1 Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this Class
A-1 Note at the times, place, and rate, and in the coin or currency herein
prescribed.

 

Interests
in this Restricted Global Note may be exchanged for Definitive Notes, subject to
the provisions of the Indenture.

 




















Exhibit
A-1-1

Page
9




 

ASSIGNMENT




Social
Security or taxpayer I.D. or other identifying number of assignee

 








 

FOR VALUE
RECEIVED, the undersigned hereby sells, assigns and transfers unto 

 








(name and
address of assignee)




the
within Class A-1 Note and all rights thereunder, and hereby irrevocably
constitutes and appoints __________________, attorney, to transfer said Class
A-1 Note on the books kept for registration there-of, with full power of
substitution in the premises.

 


	
       

       

      Dated:
	 	
       

       

      By:             *

	 	 	
      Signature
      Guaranteed:

	 	 	 
	 	 	 
	 	 	 






 














* NOTE:
The signature to this assignment must correspond with the name of the registered
owner as it appears on the face of the within Note, without alteration,
enlargement or any change whatsoever.




 






















 

 


	 	 	 	
      Exhibit
      A-1-2

      to

      Series 2005-1

      Supplement





 


 

 


FORM
OF TEMPORARY GLOBAL CLASS A-1 NOTE

 

REGISTERED       

$_______________* * 

 

No. R
-

 

SEE
REVERSE FOR CERTAIN CONDITIONS

 




 

CUSIP
(CINS) NO. U13475 AA 3

ISIN NO.
USU13475AA34

 

THIS NOTE
IS A TEMPORARY GLOBAL NOTE, WITHOUT COUPONS, EXCHANGEABLE FOR A PERMANENT GLOBAL
NOTE WHICH IS, UNDER CERTAIN CIRCUMSTANCES, IN TURN, EXCHANGEABLE FOR DEFINITIVE
NOTES WITHOUT COUPONS. THE RIGHTS ATTACH-ING TO THIS TEMPORARY GLOBAL NOTE, AND
THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE, ARE AS SPECIFIED IN THE
INDENTURE (AS DEFINED HEREIN).

 

THIS
SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES
ACT”) OR ANY
STATE SECURITIES OR “BLUE SKY” LAWS. THE HOLDER HEREOF, BY PURCHASING THIS CLASS
A-1 NOTE, AGREES FOR THE BENEFIT OF CENDANT RENTAL CAR FUNDING (AESOP) LLC (THE
“COMPANY”) THAT
THIS CLASS A-1 NOTE IS BEING ACQUIRED FOR ITS OWN ACCOUNT AND NOT WITH A VIEW TO
DISTRIBUTION AND MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (1) TO THE
COMPANY (UPON REDEMPTION THEREOF OR OTHERWISE), (2) TO A PERSON THE TRANSFEROR
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A
UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE
144A, (3) OUTSIDE THE UNITED STATES TO A NON-U.S. PERSON (AS SUCH TERM IS
DEFINED IN REGULATION S OF THE SECURITIES ACT) IN A TRANSACTION IN COMPLIANCE
WITH REGULATION S OF THE SECURITIES ACT, OR (4) IN A TRANSACTION COMPLYING WITH
OR EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES
OR ANY OTHER JURISDICTION. EACH SUCH TRANSFER SHALL BE IN ACCORDANCE WITH THE
BASE INDENTURE, ANY APPLICABLE SUPPLEMENT AND ALL APPLICABLE SECURITIES LAWS.
THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER
FROM IT OF THE RESALE RESTRICTIONS SET FORTH ABOVE.

 









** Denominations
of $1,000,000 and integral multiples of $200,000.




 





















Exhibit
A-1-2

Page
2


 


EXCEPT AS
OTHERWISE PROVIDED IN SECTION 2.9 OF THE BASE INDENTURE, THIS CLASS A-1 NOTE MAY
BE TRANSFERRED, IN WHOLE BUT NOT IN PART, ONLY TO ANOTHER NOMINEE OF THE
CLEARING AGENCY OR TO A SUCCESSOR CLEARING AGENCY OR TO A NOMINEE OF SUCH
SUCCESSOR CLEARING AGENCY. UNLESS THIS CLASS A-1 NOTE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION (“DTC”), TO
CENDANT RENTAL CAR FUNDING (AESOP) LLC OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CLASS A-1 NOTE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC),
ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHER-WISE BY OR TO ANY
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.

 

THE
PRINCIPAL OF THIS CLASS A-1 NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN.
ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS CLASS A-1 NOTE AT ANY TIME
MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

 

INTERESTS
IN THIS TEMPORARY GLOBAL NOTE MAY ONLY BE HELD BY NON-U.S. PERSONS AS SUCH TERM
IS DEFINED IN REGULATION S OF THE SECURITIES ACT, AND MAY ONLY BE HELD IN
BOOK-ENTRY FORM THROUGH EUROCLEAR OR CLEARSTREAM.

 

CENDANT
RENTAL CAR FUNDING (AESOP) LLC

 

SERIES
2005-1 3.95% RENTAL CAR ASSET BACKED NOTES, CLASS A-1

 

CENDANT
RENTAL CAR FUNDING (AESOP) LLC, a Delaware limited liability company (herein
referred to as the “Company”), for
value received, hereby promises to pay to Cede & Co., or registered assigns,
the principal sum of [____] MILLION DOLLARS (or such lesser amount as shall be
the outstanding principal amount of this Temporary Global Note shown in Schedule
A hereto), which amount shall be payable in the amounts and at the times set
forth in the Indenture, provided, however, that the entire unpaid principal
amount of this Class A-1 Note shall be due on the Class A-1 Final Distribution
Date, which is the April 2009 Distribution Date. However, principal with respect
to the Class A-1 Notes may be paid earlier or later under certain limited
circumstances described in the Indenture. The Company will pay interest on this
Class A-1 Note at the Class A-1 Note Rate. Such interest shall be payable on
each Distribution Date until the principal of this Class A-1 Note is paid or
made avail-able for payment. Interest on this Class A-1 Note will accrue for
each Distribution Date from the most recent Distribution Date on which interest
has been paid to but excluding such Distribution Date or, if no interest has yet
been paid, from February 25, 2005. Interest with respect to the Class A-1 Notes
will be calculated on the basis of a 360-day year of twelve 30-day months. Such
principal of and interest on this Class A-1 Note shall be paid in the manner
specified on the reverse hereof.

 




















 
Exhibit
A-1-2

Page
3

 


The
principal of and interest on this Class A-1 Note are payable in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts. All payments made by the Company
with respect to this Class A-1 Note shall be applied first to interest due and
payable on this Class A-1 Note as provided above and then to the unpaid
principal of this Class A-1 Note. This Class A-1 Note does not represent an
interest in, or an obligation of Original AESOP, AESOP Leasing, AESOP Leasing
II, ARAC, BRAC, CCRG or any affiliate of Original AESOP, AESOP Leasing, AESOP
Leasing II, ARAC, BRAC or CCRG other than the Company.

 

Interests
in this Note are exchangeable or transferable in whole or in part for interests
in a Restricted Global Note if this Note is a Temporary Global Note, or for
interests in a Temporary Global Note or a Permanent Global Note if this Note is
a Restricted Global Note (each as defined in the Base Indenture), in each case
of the same Series and Class, provided that such transfer or exchange complies
with Article 2 of the Base Indenture. Interests in this Note may be exchangeable
in whole or in part for duly executed and issued definitive registered Notes if
so provided in Article 2 of the Base Indenture, with the applicable legends as
marked therein, subject to the provisions of the Base Indenture. 

 

Reference
is made to the further provisions of this Class A-1 Note set forth on the
reverse hereof, which shall have the same effect as though fully set forth on
the face of this Class A-1 Note. Although a summary of certain provisions of the
Indenture are set forth below and on the reverse hereof and made a part hereof,
this Class A-1 Note does not purport to summarize the Indenture and reference is
made to the Indenture for information with respect to the interests, rights,
benefits, obligations, proceeds and duties evidenced hereby and the rights,
duties and obligations of the Company, Original AESOP, AESOP Leasing, AESOP
Leasing II, CCRG, ARAC, BRAC and the Trustee. A copy of the Indenture may be
requested from the Trustee by writing to the Trustee at: The Bank of New York,
c/o BNY Midwest Trust Company, 2 North LaSalle Street, 10th Floor,
Chicago, Illinois 60602. To the extent not defined herein, the capitalized terms
used herein have the meanings ascribed to them in the Indenture.

 

Unless
the certificate of authentication hereon has been executed by the Trustee whose
name appears below by manual signature, this Class A-1 Note shall not be
entitled to any benefit under the Indenture referred to on the reverse hereof,
or be valid or obligatory for any purpose.

 




















Exhibit
A-1-2

Page
4


 

IN
WITNESS WHEREOF, the Company has caused this instrument to be signed, manually
or in facsimile, by its Authorized Officer.

 


	
       

       

      Date:
	 	
      CENDANT
      RENTAL CAR FUNDING (AESOP) LLC

       

	 	 	
      Name:

      Title:













TRUSTEE’S
CERTIFICATE OF AUTHENTICATION

 

This is
one of the Class A-1 Notes of the Series 2005-1 Notes, a series issued under the
within-mentioned Indenture.

 




 


	 	 	
      THE
      BANK OF NEW YORK, as Trustee

       

      By:

	 	 	
      Authorized
      Signatory







 




















 



 

 


	 	 	 	
      Exhibit
      A-1-3

      to

      Series 2005-1

      Supplement





 





Exhibit
A-1-2

Page
5


[REVERSE
OF CLASS A-1 NOTE]

 




 

This
Class A-1 Note is one of a duly authorized issue of Class A-1 Notes of the
Company, designated as its Series 2005-1 3.95% Rental Car Asset Backed Notes,
Class A-1 (herein called the “Class
A-1 Notes”), all
issued under (i) a Second Amended and Restated Base Indenture, dated as of June
3, 2004 (such Base Indenture, as amended, supplemented or modified in accordance
with its terms exclusive of any Supplements thereto creating a new Series of
Notes, is herein called the “Base
Indenture”),
between the Company and The Bank of New York, as trustee (the “Trustee”, which
term includes any successor Trustee under the Base Indenture), and (ii) a Series
2005-1 Supplement dated as of February 25, 2005 (such supplement, as may be
amended or modified, is herein called the “Series
2005-1 Supplement”) among
the Company, the Trustee and The Bank of New York, as Series 2005-1 Agent. The
Base Indenture and the Series 2005-1 Supplement are referred to herein as the
“Indenture”. The
Class A-1 Notes are subject to all terms of the Indenture. All terms used in
this Class A-1 Note that are defined in the Indenture shall have the meanings
assigned to them in or pursuant to the Indenture.

 

The Class
A-1 Notes are and will be equally and ratably secured by the Series 2005-1
Collateral pledged as security therefor as provided in the
Indenture.

 

Principal
of the Class A-1 Notes will be pay-able on each Distribution Date specified in
and in the amounts described in the Indenture. “Distribution
Date” means
the 20th day of each month, or, if any such date is not a Business Day, the next
succeeding Business Day, commencing March 21, 2005.

 

Commencing
on the Distribution Date following the second Determination Date during the
Class A-1 Controlled Amortization Period or the first Determination Date after
the commencement of the Series 2005-1 Rapid Amortization Period, payments with
respect to principal will be made on the Class A-1 Notes. As described above,
the entire unpaid principal amount of this Class A-1 Note shall be due and
payable on the Class A-1 Final Distribution Date. Notwithstanding the foregoing,
if an Amortization Event, Liquidation Event of Default, Waiver Event or Series
2005-1 Limited Liquidation Event of Default shall have occurred and be
continuing then, in certain circumstances, principal on the Class A-1 Notes may
be paid earlier, as described in the Indenture. All principal payments on the
Class A-1 Notes shall be made pro rata to the Noteholders entitled
thereto.

 

Payments
of interest on this Class A-1 Note due and payable on each Distribution Date,
together with the installment of principal then due, if any, to the extent not
in full payment of this Class A-1 Note, shall be made by wire transfer for
credit to the account designated by the Holder of record of this Class A-1 Note
(or one or -more predecessor Class A-1 Notes) on the Note Register as of the
close of business on each Record Date, except that with respect to Class A-1
Notes registered on the Record Date in the name of the nominee of the Clearing
Agency (initially, such nominee to be Cede & Co.), payments will be made by
wire transfer in immediately available funds to the account designated by such
nominee. Any reduction in the principal amount of this Class A-1 Note (or any
one or more predecessor Class A-1 Notes) effected by any payments made on any
Distribution Date shall be binding upon all future 

 




















 



Exhibit
A-1-2

Page
6

 



Holders
of this Class A-1 Note and of any Class A-1 Note issued upon the registration of
transfer hereof or in exchange hereof or in lieu hereof, whether or not noted
thereon.

 

The
Company shall pay interest on overdue installments of interest at the Class A-1
Note Rate to the extent lawful.

 

As
provided in the Indenture, the Class A-1 Notes may be redeemed, in whole, but
not in part, at the option of the Company on any Distribution Date if on such
Distribution Date the Class A-1 Invested Amount is less than or equal to 10% of
the Class A-1 Initial Invested Amount. The purchase price for such repurchase of
the Class A-1 Notes shall equal the aggregate outstanding principal balance of
such Class A-1 Notes (determined after giving effect to any payment of principal
and interest on such Distribution Date), plus accrued and unpaid interest on
such outstanding Class A-1 Invested Amount.

 

As
provided in the Indenture and subject to certain limitations set forth therein,
the transfer of this Class A-1 Note may be registered on the Note Regis-ter upon
surrender of this Class A-1 Note for registration of transfer at the office or
agency designated by the Company pursuant to the Indenture, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Trustee duly executed by, the Holder hereof or his attorney duly authorized in
writing, with such signature guaranteed by an “Eligible
Guarantor Institution” (as
defined in Rule 17Ad-15 under the Ex-change Act), and such other documents as
the Trustee may reasonably require, and thereupon one or more new Class A-1
Notes of authorized denominations in the same aggregate principal amount will be
issued to the designated transferee or transferees. No service charge will be
charged for any registration of transfer or exchange of this Class A-1 Note, but
the transferor may be required to pay a sum sufficient to cover any tax or other
govern-mental charge that may be imposed in connection with any such
registration of transfer or exchange.

 

Each
Noteholder or Note Owner by acceptance of a Class A-1 Note or, in the case of a
Note Owner, a beneficial interest in a Class A-1 Note, covenants and agrees that
no recourse may be taken, directly or indirectly, with respect to the
obligations of the Company, Original AESOP, AESOP Leasing, AESOP Leasing II,
ARAC, BRAC, CCRG or the Trustee on the Class A-1 Notes or under the Indenture or
any certificate or other writing delivered in connection therewith, against (i)
the Trustee, Original AESOP, AESOP Leasing, AESOP Leasing II, ARAC, BRAC or
CCRG, in its individual capacity, (ii) any owner of a beneficial interest in the
Company or (iii) any partner, owner, beneficiary, agent, officer, director or
employee of the Trustee, Original AESOP, AESOP Leasing, AESOP Leasing II, ARAC,
BRAC or CCRG, in its individual capacity, any holder of a beneficial interest in
the Company, Original AESOP, AESOP Leasing, AESOP Leasing II, ARAC, BRAC, CCRG
or the Trustee or of any successor or assign of Original AESOP, AESOP Leasing,
AESOP Leasing II, ARAC, BRAC, CCRG or the Trustee, in its individual capacity,
except (a) as any such Person may have expressly agreed and (b) any such
partner, owner or beneficiary shall be fully liable, to the extent provided by
applicable law, for any unpaid consideration for stock, unpaid capital
contribution or failure to pay any installment or call owing to such entity;
provided,
however, that
nothing contained herein shall be taken to prevent recourse to, and enforcement
against, the assets of the Company for any and all liabilities, obligations and
undertakings contained in the Indenture or in this Class A-1 Note, subject to
Section 13.18 of the Base Indenture.

 






















Exhibit
A-1-2

Page
7

 



Each
Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note
Owner, a beneficial interest in a Note, covenants and agrees that by accept-ing
the benefits of the Indenture that such Noteholder or Note Owner, as the case
may be, will not for a period of one year and one day following payment in full
of all Notes institute against the Company, or join in any institution against
the Company of, any bankruptcy, reorganization, arrangement, insolvency or
liquidation proceedings under any United States Federal or state bankruptcy or
similar law in connection with any obligations relating to the Notes, the
Indenture or the Related Documents.

 

Prior to
the due presentment for registration of transfer of this Class A-1 Note, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Class A-1 Note (as of the day of determination or as
of such other date as may be specified in the Indenture) is registered as the
owner hereof for all purposes, whether or not this Class A-1 Note be overdue,
and neither the Company, the Trustee nor any such agent shall be affected by
notice to the contrary.

 

It is the
intent of the Company, each Noteholder and each Note Owner that, for Federal,
state and local income and franchise tax purposes only, the Class A-1 Notes will
evidence indebtedness of the Company secured by the Series 2005-1 Collateral.
Each Noteholder and each Note Owner, by the acceptance of this Class A-1 Note,
agrees to treat this Class A-1 Note for Federal, state and local income and
franchise tax purposes as indebtedness of the Company.

 

Each
Holder of this Note shall provide to the Trustee at least annually an
appropriate statement (on Internal Revenue Service Form W-8 or suitable
substitute,) with respect to United States federal income tax and withholding
tax, signed under penalties of perjury, certifying that the beneficial owner of
this Note is a non-U.S. person and providing the Noteholder’s name and address.
If the information provided in the statement changes, the Noteholder shall so
inform the Trustee within 30 days of such change.

 

The
Indenture permits, with certain exceptions as therein provided, the amendment
thereof and the modification of the rights and obligations of the Company and
the rights of the Holders of the Series 2005-1 Notes under the Indenture at any
time by the Company with the consent of the Holders of Series 2005-1 Notes
representing more than 50% in principal amount of the aggregate outstanding
amount of the Series-2005-1 Notes which are affected by such amendment or
modification. The Indenture also contains provisions permitting the Holders of
Series 2005-1 Notes representing specified percentages of the aggregate
outstanding amount of the Series 2005-1 Notes, on behalf of the Holders of all
the Series 2005-1 Notes, to waive compliance by the Company with certain
provisions of the Indenture and certain past defaults under the Indenture and
their consequences. Any such consent or waiver by the Holder of this Class A-1
Note (or any one or more predecessor Class A-1 Notes) shall be conclusive and
binding upon such Holder and upon all future Holders of this Class A-1 Note and
of any Class A-1 Note issued upon the registration of transfer hereof or in
exchange hereof or in lieu hereof whether or not notation of such consent or
waiver is made upon this Class A-1 Note. The Indenture also permits the Trustee
to amend or waive certain terms and conditions set forth in the Indenture
without the consent of Holders of the Series 2005-1 Notes issued
thereunder.

 






















Exhibit
A-1-2

Page
8

 



The term
“Company” as used in this Class A-1 Note includes any successor to the Company
under the Indenture.

 

The Class
A-1 Notes are issuable only in registered form in denominations as provided in
the Indenture, subject to certain limitations set forth therein.

 

This
Class A-1 Note and the Indenture shall be construed in accordance with the law
of the State of New York, and the obligations, rights and remedies of the
parties hereunder and thereunder shall be determined in accordance with such
law.

 

No
reference herein to the Indenture and no provision of this Class A-1 Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this Class
A-1 Note at the times, place, and rate, and in the coin or currency herein
prescribed.

 

Prior to
the Exchange Date (as defined below), payments (if any) on this Temporary Global
Note will only be paid to the extent that there is presented by Clearstream
Banking, société anonyme
(“Clearstream”), or
Euroclear Bank S.A./N.V., as operator of the Euroclear System (“Euroclear”) to the
Trustee at its office in London a certificate, substantially in the form set out
in Exhibit
B to the
Base Indenture, to the effect that it has received from or in respect of a
person entitled to a Note (as shown by its records) a certificate from such
person in or substantially in the form of Exhibit
C to the
Base Indenture. After the Exchange Date the holder of this Temporary Global Note
will not be entitled to receive any payment hereon, until this Temporary Global
Note is exchanged in full for a Permanent Global Note. This Temporary Global
Note shall in all other respects be entitled to the same benefits as the
Permanent Global Notes under the Indenture.

 

On or
after the date (the “Exchange
Date”) which
is the date that is the 40th day after the completion of the distribution of the
relevant Series, interests in this Temporary Global Note may be exchanged (free
of charge) for interests in a Permanent Global Note in the form of Exhibit
A-1-3 to the
Series 2005-1 Supplement upon presentation of this Temporary Global Note at the
office in London of the Trustee (or at such other place outside the United
States of America, its territories and possessions as the Trustee may agree).
The Permanent Global Note shall be so issued and delivered in exchange for only
that portion of this Temporary Global Note in respect of which there shall have
been presented to the Trustee by Euroclear or Clearstream a certificate,
substantially in the form set out in Exhibit
B to the
Base Indenture, to the effect that it has received from or in respect of a
person entitled to a Note (as shown by its records) a certificate from such
person in or substantially in the form of Exhibit
C to the
Base Indenture. 

 

On an
exchange of the whole of this Temporary Global Note, this Temporary Global Note
shall be surrendered to the Trustee at its office in London. On an exchange of
part only of this Temporary Global Note, details of such exchange shall be
entered by or on behalf of the Company in Schedule A hereto and the relevant
space in Schedule A hereto recording such exchange shall be signed by or on
behalf of the Company. If, following the issue of a Permanent Global Note in
exchange for some of the Class A-1 Notes represented by this Temporary Global
Note, further Notes of this Series are to be exchanged pursuant to this
paragraph, such exchange may be effected, without the issue of a new Permanent
Global Note, by the Company or its agent 

 






















Exhibit
A-1-2

Page
9



 

endorsing
Part I of Schedule A of the Permanent Global Note previously issued to reflect
an increase in the aggregate principal amount of such Permanent Global Note by
an amount equal to the aggregate principal amount of the additional Notes of
this Series to be ex-changed.

 

Interests
in this Temporary Global Note will be transferable in accordance with the rules
and procedures for the time being of Euroclear or Clearstream. Each person who
is shown in the records of Euroclear and Clearstream as entitled to a particular
number of Class A-1 Notes by way of an interest in this Temporary Global
Note will be treated by the Company, the Trustee and any paying agent as the
holder of such number of Class A-1 Notes. For purposes of this Temporary
Global Note, the securities account records of Euroclear or Clearstream shall,
in the absence of manifest error, be conclusive evidence of the identity of the
holders of Class A-1 Notes and of the principal amount of Class A-1
Notes represented by this Temporary Global Note credited to the securities
accounts of such holders of Class A-1 Notes. Any state-ment issued by
Euroclear or Clearstream to any holder relating to a specified Class A-1
Note or Class A-1 Notes credited to the securities account of such holder
and stating the principal amount of such Class A-1 Note or Class A-1
Notes and certified by Euroclear or Clearstream to be a true record of such
securities account shall, in the absence of manifest error, be conclusive
evidence of the records of Euroclear or Clearstream for the purposes of the next
preceding sentence (but without prejudice to any other means of producing such
records in evidence). Notwithstanding any provision to the contrary contained in
this Temporary Global Note, the Company irrevocably agrees, for the benefit of
such holder and its successors and assigns, that, subject to the provisions of
the Indenture, each holder or its successors or assigns may file any claim, take
any action or institute any proceeding to enforce, directly against the Company,
the obligation of the Company hereunder to pay any amount due in respect of each
Class A-1 Note represented by this Temporary Global Note which is credited
to such holder’s securities account with Euroclear or Clearstream without the
production of this Temporary Global Note.























 



Exhibit
A-1-2

Page
10






 

SCHEDULE
OF EXCHANGES FOR NOTES

REPRESENTED
BY A PERMANENT GLOBAL NOTE




The
following exchanges of a part of this Temporary Global Note for Class A-1
Notes represented by a Permanent Global Note have been made:

 


	
       

       

      Date
      exchange made
	
      Part
      of principal amount of this Temporary Global Note exchanged for Notes
      represented by a Permanent Global Note
	
       

      Remaining
      Principal amount of this Temporary Global Note following such
      exchange
	
       

       

       

      Notation
      made by or on behalf of the Issuer

	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 





































		 	 	
      Exhibit
      A-1-3

      to

      Series 2005-1

      Supplement




 










FORM
OF PERMANENT GLOBAL CLASS A-1 NOTE

 

REGISTERED        

$____________* ** 

 

No.
R-

 

SEE
REVERSE FOR CERTAIN CONDITIONS

 

CUSIP
(CINS) NO. U13475 AA 3

ISIN NO.
USU13475AA34

 




 

THIS
SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES
ACT”) OR ANY
STATE SECURITIES OR “BLUE SKY” LAWS. THE HOLDER HEREOF, BY PURCHASING THIS CLASS
A-1 NOTE, AGREES FOR THE BENEFIT OF CENDANT RENTAL CAR FUNDING (AESOP) LLC (THE
“COMPANY”) THAT
THIS CLASS A-1 NOTE IS BEING ACQUIRED FOR ITS OWN ACCOUNT AND NOT WITH A VIEW TO
DISTRIBUTION AND MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (1) TO THE
COMPANY (UPON REDEMPTION THEREOF OR OTHERWISE), (2) TO A PERSON THE TRANSFEROR
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A
UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE
144A, (3) OUTSIDE THE UNITED STATES TO A NON-U.S. PERSON (AS SUCH TERM IS
DEFINED IN REGULATION S OF THE SECURITIES ACT) IN A TRANSACTION IN COMPLIANCE
WITH REGULATION S OF THE SECURITIES ACT, OR (4) IN A TRANSACTION COMPLYING WITH
OR EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES
OR ANY OTHER JURISDICTION. EACH SUCH TRANSFER SHALL BE IN ACCORDANCE WITH THE
BASE INDENTURE, ANY APPLICABLE SUPPLEMENT AND ALL APPLICABLE SECURITIES LAWS.
THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER
FROM IT OF THE RESALE RESTRICTIONS SET FORTH ABOVE.

 

EXCEPT AS
OTHERWISE PROVIDED IN SECTION 2.9 OF THE BASE INDENTURE, THIS CLASS A-1 NOTE MAY
BE TRANSFERRED, IN WHOLE BUT NOT IN PART, ONLY TO ANOTHER NOMINEE OF THE
CLEARING AGENCY OR TO A 

 









** Denominations
of $1,000,000 and integral multiples of $200,000.
























Exhibit
A-1-3

Page
2

 


SUCCESSOR
CLEARING AGENCY OR TO A NOMINEE OF SUCH SUCCESSOR CLEARING AGENCY. UNLESS THIS
CLASS A-1 NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO
CENDANT RENTAL CAR FUNDING (AESOP) LLC OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CLASS A-1 NOTE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC),
ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHER-WISE BY OR TO ANY
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.

 

THE
PRINCIPAL OF THIS CLASS A-1 NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN.
ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS CLASS A-1 NOTE AT ANY TIME
MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

 

CENDANT
RENTAL CAR FUNDING (AESOP) LLC

 

SERIES
2005-1 3.95% RENTAL CAR ASSET BACKED NOTES, 

 

CLASS
A-1

 

CENDANT
RENTAL CAR FUNDING (AESOP) LLC, a Delaware limited liability company (herein
referred to as the “Company”), for
value received, hereby promises to pay to Cede & Co., or registered assigns,
the principal sum of [_____] MILLION DOLLARS, which amount shall be payable in
the amounts and at the times set forth in the Indenture, provided, however, that
the entire unpaid principal amount of this Class A-1 Note shall be due on the
Class A-1 Final Distribution Date, which is the April 2009 Distribution Date.
However, principal with respect to the Class A-1 Notes may be paid earlier or
later under certain limited circumstances described in the Indenture. The
Company will pay interest on this Class A-1 Note at the Class A-1 Note Rate.
Such interest shall be payable on each Distribution Date until the principal of
this Class A-1 Note is paid or made available for payment. Interest on this
Class A-1 Note will accrue for each Distribution Date from the most recent
Distribution Date on which interest has been paid to but excluding such
Distribution Date or, if no interest has yet been paid, from February 25, 2005.
Interest with respect to the Class A-1 Notes will be calculated on the basis of
a 360-day year of twelve 30-day months. Such principal of and interest on this
Class A-1 Note shall be paid in the manner specified on the reverse
hereof.

 

The
principal of and interest on this Class A-1 Note are payable in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts. All payments made by the Company
with respect to this Class A-1 Note shall be applied first to interest due and
payable on this Class A-1 Note as provided above and then to the unpaid
principal of this Class A-1 Note. This Class A-l Note does not represent an
interest in, or an obligation of Original AESOP, AESOP Leasing, AESOP Leasing
II, ARAC, 

 




















 
Exhibit
A-1-3

Page
3


 

BRAC,
CCRG or any affiliate of Original AESOP, AESOP Leasing, AESOP Leasing II, ARAC,
BRAC or CCRG other than the Company.

 

Reference
is made to the further provisions of this Class A-1 Note set forth on the
reverse hereof, which shall have the same effect as though fully set forth on
the face of this Class A-1 Note. Although a summary of certain provisions of the
Indenture are set forth below and on the reverse hereof and made a part hereof,
this Class A-1 Note does not purport to summarize the Indenture and reference is
made to the Indenture for information with respect to the interests, rights,
benefits, obligations, proceeds and duties evidenced hereby and the rights,
duties and obligations of the Company, Original AESOP, AESOP Leasing, AESOP
Leasing II, CCRG, ARAC, BRAC and the Trustee. A copy of the Indenture may be
requested from the Trustee by writing to the Trustee at: The Bank of New York,
c/o BNY Midwest Trust Company, 2 North LaSalle Street, 10th Floor,
Chicago, Illinois 60602. To the extent not defined herein, the capitalized terms
used herein have the meanings ascribed to them in the Indenture.

 

Unless
the certificate of authentication hereon has been executed by the Trustee whose
name appears below by manual signature, this Class A-1 Note shall not be
entitled to any benefit under the Indenture referred to on the reverse hereof,
or be valid or obligatory for any purpose.

 




















 


Exhibit
A-1-3

Page
4

 


 

IN
WITNESS WHEREOF, the Company has caused this instrument to be signed, manually
or in facsimile, by its Authorized Officer.

 


	
       

       

      Date:
	 	
      CENDANT
      RENTAL CAR FUNDING (AESOP) LLC

       

       

      By:

	 	 	
      Name:

      Title:













TRUSTEE’S
CERTIFICATE OF AUTHENTICATION

 

This is
one of the Class A-1 Notes of the Series 2005-1 Notes, a series issued under the
within-mentioned Indenture.

 




 


	 	 	
      THE
      BANK OF NEW YORK, as Trustee

       

      By:

	 	 	
      Authorized
      Signatory




 

 




















 

 
Exhibit
A-1-3

Page
5




 

[REVERSE
OF CLASS A-1 NOTE]

 

This
Class A-1 Note is one of a duly authorized issue of Class A-1 Notes of the
Company, designated as its Series 2005-1 3.95% Rental
Car Asset Backed Notes, Class A-1 (herein called the “Class
A-1 Notes”), all
issued under (i) a Second Amended and Restated Base Indenture, dated as of
June 3, 2004 (such Base Indenture, as amended, supplemented or modified in
accordance with its terms exclusive of any Supplements thereto creating a new
Series of Notes, is herein called the “Base
Indenture”),
between the Company and The Bank of New York, as trustee (the “Trustee”, which
term includes any successor Trustee under the Base Indenture), and (ii) a Series
2005-1 Supplement dated as of February 25, 2005 (such supplement, as may be
amended or modified, is herein called the “Series
2005-1 Supplement”) among
the Company, the Trustee and The Bank of New York, as Series 2005-1 Agent. The
Base Indenture and the Series 2005-1 Supplement are referred to herein as the
“Indenture”. The
Class A-1 Notes are subject to all terms of the Indenture. All terms used in
this Class A-1 Note that are defined in the Indenture shall have the meanings
assigned to them in or pursuant to the Indenture.

 

The Class
A-1 Notes are and will be equally and ratably secured by the Series 2005-1
Collateral pledged as security therefor as provided in the
Indenture.

 

Principal
of the Class A-1 Notes will be pay-able on each Distribution Date specified in
and in the amounts described in the Indenture. “Distribution
Date” means
the 20th day of each month, or, if any such date is not a Business Day, the next
succeeding Business Day, commencing March 21, 2005.

 

Commencing
on the Distribution Date following the second Determination Date during the
Class A-1 Controlled Amortization Period or the first Determination Date after
the commencement of the Series 2005-1 Rapid Amortization Period, payments with
respect to principal will be made on the Class A-1 Notes. As described above,
the entire unpaid principal amount of this Class A-1 Note shall be due and
payable on the Class A-1 Final Distribution Date. Notwithstanding the foregoing,
if an Amortization Event, Liquidation Event of Default, Waiver Event or Series
2005-1 Limited Liquidation Event of Default shall have occurred and be
continuing then, in certain circumstances, principal on the Class A-1 Notes may
be paid earlier, as described in the Indenture. All principal payments on the
Class A-1 Notes shall be made pro rata to the Noteholders entitled
thereto.

 

Payments
of interest on this Class A-1 Note due and payable on each Distribution Date,
together with the installment of principal then due, if any, to the extent not
in full payment of this Class A-1 Note, shall be made by wire transfer for
credit to the account designated by the Holder of record of this Class A-l Note
(or one or more predecessor Class A-1 Notes) on the Note Register as of the
close of business on each Record Date, except that with respect to Class A-1
Notes registered on the Record Date in the name of the nominee of the Clearing
Agency (initially, such nominee to be Cede & Co.), payments will be made by
wire transfer in immediately available funds to the account designated by such
nominee. Any reduction in the principal amount of this Class A-1 Note (or any
one or more predecessor Class A-1 Notes) effected by any payments made on any
Distribution Date shall be binding upon all future 

 




















 
Exhibit
A-1-3

Page
6


 

Holders
of this Class A-1 Note and of any Class A-1 Note issued upon the registration of
transfer hereof or in exchange hereof or in lieu hereof, whether or not noted
thereon.

 

The
Company shall pay interest on overdue installments of interest at the Class A-1
Note Rate to the extent lawful.

 

As
provided in the Indenture, the Class A-1 Notes may be redeemed, in whole, but
not in part, at the option of the Company on any Distribution Date if on such
Distribution Date the Class A-1 Invested Amount is less than or equal to 10% of
the Class A-1 Initial Invested Amount. The purchase price for such repurchase of
the Class A-1 Notes shall equal the aggregate outstanding principal balance of
such Class A-1 Notes (determined after giving effect to any payment of principal
and interest on such Distribution Date), plus accrued and unpaid interest on
such outstanding Class A-1 Invested Amount.

 

As
provided in the Indenture and subject to certain limitations set forth therein,
the transfer of this Class A-1 Note may be registered on the Note Regis-ter upon
surrender of this Class A-1 Note for registration of transfer at the office or
agency designated by the Company pursuant to the Indenture, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Trustee duly executed by, the Holder hereof or his attorney duly authorized in
writing, with such signature guaranteed by an “Eligible
Guarantor Institution” (as
defined in Rule 17Ad-15 under the Ex-change Act), and such other documents as
the Trustee may reasonably require, and thereupon one or more new Class A-1
Notes of authorized denominations in the same aggregate principal amount will be
issued to the designated transferee or transferees. No service charge will be
charged for any registration of transfer or exchange of this Class A-1 Note, but
the transferor may be required to pay a sum sufficient to cover any tax or other
govern-mental charge that may be imposed in connection with any such
registration of transfer or exchange.

 

Each
Noteholder or Note Owner by acceptance of a Class A-1 Note or, in the case of a
Note Owner, a beneficial interest in a Class A-1 Note, covenants and agrees that
no recourse may be taken, directly or indirectly, with respect to the
obligations of the Company, Original AESOP, AESOP Leasing, AESOP Leasing II,
ARAC, BRAC, CCRG or the Trustee on the Class A-1 Notes or under the Indenture or
any certificate or other writing delivered in connection therewith, against (i)
the Trustee, Original AESOP, AESOP Leasing, AESOP Leasing II, ARAC, BRAC or
CCRG, in its individual capacity, (ii) any owner of a beneficial interest in the
Company or (iii) any partner, owner, beneficiary, agent, officer, director or
employee of the Trustee, Original AESOP, AESOP Leasing, AESOP Leasing II, ARAC,
BRAC or CCRG, in its individual capacity, any holder of a beneficial interest in
the Company, Original AESOP, AESOP Leasing, AESOP Leasing II, ARAC, BRAC, CCRG
or the Trustee or of any successor or assign of Original AESOP, AESOP Leasing,
AESOP Leasing II, ARAC, BRAC, CCRG or the Trustee, in its individual capacity,
except (a) as any such Person may have expressly agreed and (b) any such
partner, owner or beneficiary shall be fully liable, to the extent provided by
applicable law, for any unpaid consideration for stock, unpaid capital
contribution or failure to pay any installment or call owing to such entity;
provided,
however, that
nothing contained herein shall be taken to prevent recourse to, and enforcement
against, the assets of the Company 

 




















 
Exhibit
A-1-3

Page
7


for any
and all liabilities, obligations and undertakings contained in the Indenture or
in this Class A-1 Note, subject to Section 13.18 of the Base
Indenture.

 

Each
Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note
Owner, a beneficial interest in a Note, covenants and agrees that by accept-ing
the benefits of the Indenture that such Noteholder or Note Owner, as the case
may be, will not for a period of one year and one day following payment in full
of all Notes institute against the Company, or join in any institution against
the Company of, any bankruptcy, reorganization, arrangement, insolvency or
liquidation proceedings under any United States Federal or state bankruptcy or
similar law in connection with any obligations relating to the Notes, the
Indenture or the Related Documents.

 

Prior to
the due presentment for registration of transfer of this Class A-1 Note, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Class A-1 Note (as of the day of determination or as
of such other date as may be specified in the Indenture) is registered as the
owner hereof for all purposes, whether or not this Class A-1 Note be overdue,
and neither the Company, the Trustee nor any such agent shall be affected by
notice to the contrary.

 

It is the
intent of the Company, each Noteholder and each Note Owner that, for Federal,
state and local income and franchise tax purposes only, the Class A-1 Notes will
evidence indebtedness of the Company secured by the Series 2005-1 Collateral.
Each Noteholder and each Note Owner, by the acceptance of this Class A-1 Note,
agrees to treat this Class A-1 Note for Federal, state and local income and
franchise tax purposes as indebtedness of the Company.

 

Each
Holder of this Note shall provide to the Trustee at least annually an
appropriate statement (on Internal Revenue Service Form W-8 or suitable
substitute) with respect to United States federal income tax and withholding
tax, signed under penalties of perjury, certifying that the beneficial owner of
this Note is a non-U.S. person and providing the Noteholder’s name and address.
If the information provided in the statement changes, the Noteholder shall so
inform the Trustee within 30 days of such change.

 

The
Indenture permits, with certain exceptions as therein provided, the amendment
thereof and the modification of the rights and obligations of the Company and
the rights of the Holders of the Series 2005-1 Notes under the Indenture at any
time by the Company with the consent of the Holders of Series 2005-1 Notes
representing more than 50% in principal amount of the aggregate outstanding
amount of the Series 2005-1 Notes which are affected by such amendment or
modification. The Indenture also contains provisions permitting the Holders of
Series 2005-1 Notes representing specified percentages of the aggregate
outstanding amount of the Series 2005-1 Notes, on behalf of the Holders of all
the Series 2005-1 Notes, to waive compliance by the Company with certain
provisions of the Indenture and certain past defaults under the Indenture and
their consequences. Any such consent or waiver by the Holder of this Class A-1
Note (or any one or more predecessor Class A-1 Notes) shall be conclusive and
binding upon such Holder and upon all future Holders of this Class A-1 Note and
of any Class A--1 Note issued upon the registration of transfer hereof or in
exchange hereof or in lieu hereof 

 




















 
Exhibit
A-1-3

Page
8


 

whether
or not notation of such consent or waiver is made upon this Class A-1 Note. The
Indenture also permits the Trustee to amend or waive certain terms and
conditions set forth in the Indenture without the consent of Holders of the
Series 2005-1 Notes issued thereunder.

 

The term
“Company” as used in this Class A-1 Note includes any successor to the Company
under the Indenture.

 

The Class
A-1 Notes are issuable only in registered form in denominations as provided in
the Indenture, subject to certain limitations set forth therein.

 

This
Class A-1 Note and the Indenture shall be construed in accordance with the law
of the State of New York, and the obligations, rights and remedies of the
parties hereunder and thereunder shall be determined in accordance with such
law.

 

No
reference herein to the Indenture and no provision of this Class A-1 Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this Class
A-1 Note at the times, place, and rate, and in the, coin or currency herein
prescribed.

 

Interests
in this Permanent Global Note will be transferable in accordance with the rules
and procedures for the time being of Clearstream Banking, société anonyme
(“Clearstream”), or
Euroclear Bank S.A./N.V., as operator of the Euroclear System (“Euroclear”). Each
person who is shown in the records of Euroclear and Clearstream as entitled to a
particular number of Class A-1 Notes by way of an interest in this
Permanent Global Note will be treated by the Trustee and any paying agent as the
holder of such number of Class A-1 Notes. For purposes of this Permanent
Global Note, the securities account re-cords of Euroclear or Clearstream shall,
in the absence of manifest error, be conclusive evidence of the identity of the
holders of Class A-1 Notes and of the principal amount of Class A-1
Notes represented by this Permanent Global Note credited to the securities
accounts of such holders of Class A-1 Notes. Any statement issued by
Euroclear or Clearstream to any holder relating to a specified Class A-1
Note or Class A-1 Notes credited to the securities account of such holder
and stating the principal amount of such Class A-1 Note or Class A-1
Notes and certified by Euroclear or Clearstream to be a true record of such
securities account shall, in the absence of manifest error, be conclusive
evidence of the records of Euroclear or Clearstream for the purposes of the next
preceding sentence (but without prejudice to any other means of producing such
records in evidence). Notwithstanding any provision to the contrary contained in
this Permanent Global Note, the Company irrevocably agrees, for the benefit of
such holder and its successors and assigns, that, subject to the provisions of
the Indenture, each holder or its successors or assigns may file any claim, take
any action or institute any proceed-ing to enforce, directly against the
Company, the obligation of the Company hereunder to pay any amount due in
respect of each Class A-1 Note represented by this Permanent Global Note
which is credited to such holder’s securities ac-count with Euroclear or
Clearstream without the production of this Permanent Global Note.

 




















 
Exhibit
A-1-3

Page
9


Interests
in this Permanent Global Note may be exchanged for Definitive Notes subject to
the provisions of the Indenture.

 




















 

 
Exhibit
A-2-1

Page
1


FORM
OF RESTRICTED GLOBAL CLASS A-2 NOTE

 

REGISTERED

$___________* 

No.
R-_____

 

 

SEE
REVERSE FOR CERTAIN CONDITIONS

 

CUSIP
(CINS) NO. 15132C AB 8

ISIN
NUMBER : US15132CAB81

 




 

THIS
SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES
ACT”) OR ANY
STATE SECURITIES OR “BLUE SKY” LAWS. THE HOLDER HEREOF, BY PURCHASING THIS CLASS
A-2 NOTE, AGREES FOR THE BENEFIT OF CENDANT RENTAL CAR FUNDING (AESOP) LLC (THE
“COMPANY”) THAT
THIS CLASS A-2 NOTE IS BEING ACQUIRED FOR ITS OWN AC-COUNT AND NOT WITH A VIEW
TO DISTRIBUTION AND MAY BE RESOLD, PLEDGED OR OTHER-WISE TRANSFERRED ONLY (1) TO
THE COMPANY (UPON REDEMPTION THEREOF OR OTHERWISE), (2) TO A PERSON THE
TRANSFEROR REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN
RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF
RULE 144A, (3) OUTSIDE THE UNITED STATES TO A NON-U.S. PERSON (AS SUCH TERM IS
DEFINED IN REGULATION S OF THE SECURITIES ACT) IN A TRANSACTION IN COMPLIANCE
WITH REGULATION S OF THE SECURITIES ACT, OR (4) IN A TRANSACTION COMPLYING WITH
OR EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES
OR ANY OTHER JURISDICTION. EACH SUCH TRANSFER SHALL BE IN ACCORDANCE WITH THE
BASE INDENTURE, ANY APPLICABLE SUPPLEMENT AND ALL APPLICABLE SECURITIES LAWS.
THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER
FROM IT OF THE RESALE RESTRICTIONS SET FORTH ABOVE.

 

EXCEPT AS
OTHERWISE PROVIDED IN SECTION 2.9 OF THE BASE INDENTURE, THIS CLASS A-2 NOTE MAY
BE TRANSFERRED, IN WHOLE BUT NOT IN PART, ONLY TO ANOTHER NOMINEE OF THE
CLEARING AGENCY OR TO A SUCCESSOR CLEARING AGENCY OR TO A NOMINEE OF SUCH
SUCCESSOR CLEAR-

 





















Exhibit
A-2-1

Page
2


 

ING
AGENCY. UNLESS THIS CLASS A-2 NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO
CENDANT RENTAL CAR FUNDING (AESOP) LLC OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CLASS A-2 NOTE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC),
ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.

 

THE
PRINCIPAL OF THIS CLASS A-2 NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN.
ACCORDINGLY, THE OUTSTANDING PRIN-CIPAL AMOUNT OF THIS CLASS A-2 NOTE AT ANY
TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

 

 

CENDANT
RENTAL CAR FUNDING (AESOP) LLC

 

SERIES
2005-1 FLOATING RATE RENTAL CAR ASSET 

 

BACKED
NOTES, CLASS A-2

 

CENDANT
RENTAL CAR FUNDING (AESOP) LLC, a Delaware limited liability company (herein
referred to as the “Company”), for
value received, hereby promises to pay to Cede & Co., or registered assigns,
the principal sum of [_______] MILLION DOLLARS, which amount shall be payable in
the amounts and at the times set forth in the Indenture, provided,
however, that
the entire unpaid principal amount of this Class A-2 Note shall be due on the
Class A-2 Final Distribution Date, which is the April 2009 Distribution Date.
However, principal with respect to the Class A-2 Notes may be paid earlier or
later under certain limited circumstances described in the Indenture. The
Company will pay interest on this Class A-2 Note at the Class A-2 Note Rate.
Such interest shall be payable on each Distribution Date until the principal of
this Class A-2 Note is paid or made available for payment. Interest on this
Class A-2 Note will accrue for each Distribution Date from the most recent
Distribution Date on which interest has been paid to but excluding such
Distribution Date or, if no interest has yet been paid, from February 25, 2005.
Interest with respect to the Class A-2 Notes will be calculated in the manner
provided in the Indenture. Such principal of and interest on this Class A-2 Note
shall be paid in the manner specified on the reverse hereof.

 

The
principal of and interest on this Class A-2 Note are payable in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts. All payments made by the Company
with respect to this Class A-2 Note shall be applied first to interest due and
payable on this Class A-2 Note as provided above and then to the unpaid
principal of this Class A-2 Note. This Class A-2 Note does not represent an
interest in, or an obligation of Original AESOP, AESOP Leasing, AESOP Leasing
II, ARAC, 

 





















Exhibit
A-2-1

Page
3


BRAC,
CCRG or any affiliate of Original AESOP, AESOP Leasing, AESOP Leasing II, ARAC,
BRAC or CCRG other than the Company.

 

Interests
in this Note are exchangeable or transferable in whole or in part for interests
in a Restricted Global Note if this Note is a Temporary Global Note, or for
interests in a Temporary Global Note or a Permanent Global Note if this Note is
a Restricted Global Note (each as defined in the Base Indenture), in each case
of the same Series and Class, provided that such transfer or exchange complies
with Article 2 of the Base Indenture. Interests in this Note may be exchangeable
in whole or in part for duly executed and issued definitive registered Notes if
so provided in Article 2 of the Base Indenture, with the applicable legends as
marked therein, subject to the provisions of the Base Indenture.

 

Reference
is made to the further provisions of this Class A-2 Note set forth on the
reverse hereof, which shall have the same effect as though fully set forth on
the face of this Class A-2 Note. Although a summary of certain provisions of the
Indenture are set forth below and on the reverse hereof and made a part hereof,
this Class A-2 Note does not purport to summarize the Indenture and reference is
made to the Indenture for information with respect to the interests, rights,
benefits, obligations, proceeds and duties evidenced hereby and the rights,
duties and obligations of the Company, Original AESOP, AESOP Leasing, AESOP
Leasing II, CCRG, ARAC, BRAC and the Trustee. A copy of the Indenture may be
requested from the Trustee by writing to the Trustee at: The Bank of New York,
c/o BNY Midwest Trust Company, 2 North LaSalle Street, 10th Floor,
Chicago, Illinois 60602. To the extent not defined herein, the capitalized terms
used herein have the meanings ascribed to them in the Indenture.

 

Unless
the certificate of authentication hereon has been executed by the Trustee whose
name appears below by manual signature, this Class A-2 Note shall not be
entitled to any benefit under the Indenture referred to on the reverse hereof,
or be valid or obligatory for any purpose.

 





















Exhibit
A-2-1

Page
4



IN
WITNESS WHEREOF, the Company has caused this instrument to be signed, manually
or in facsimile, by its Authorized Officer.

 




 


	
       

       

      Date:
	 	
      CENDANT
      RENTAL CAR FUNDING (AESOP) LLC

       

      By:

	 	 	
      Name:

      Title:







 

 

TRUSTEE’S
CERTIFICATE OF AUTHENTICATION

 

This is
one of the Class A-2 Notes of the Series 2005-1 Notes, a series issued under the
within-mentioned Indenture.

 




 


	 	 	
      THE
      BANK OF NEW YORK, as Trustee

       

      By:

	 	 	
      Authorized
      Signatory



























Exhibit
A-2-1

Page
5


[REVERSE
OF CLASS A-2 NOTE]

 

This
Class A-2 Note is one of a duly authorized issue of Class A-2 Notes of the
Company, designated as its Series 2005-1 Floating Rate Rental Car Asset Backed
Notes, Class A-2 (herein called the “Class
A-2-Notes”), all
issued under (i) a Second Amended and Restated Base Indenture, dated as of June
3, 2004 (such Base Indenture, as amended, supplemented or modified in accordance
with its terms exclusive of any Supplements thereto creating a new Series of
Notes, is herein called the “Base Indenture”), between the Company and The Bank
of New York, as trustee (the “Trustee”, which
term includes any successor Trustee under the Base Indenture), and (ii) a Series
2005-1 Supplement dated as of February 25, 2005 (such supplement, as may be
amended or modified, is herein called the “Series
2005-1 Supplement”) among
the Company, the Trustee and The Bank of New York, as Series 2005-1 Agent. The
Base Indenture and the Series 2005-1 Supplement are referred to herein as the
“Indenture”. The
Class A-2 Notes are subject to all terms of the Indenture. All terms used in
this Class A-2 Note that are defined in the Indenture shall have the meanings
assigned to them in or pursuant to the Indenture.

 

The Class
A-2 Notes are and will be equally and ratably secured by the Series 2005-1
Collateral pledged as security therefor as provided in the
Indenture.

 

Principal
of the Class A-2 Notes will be payable on each Distribution Date specified in
and in the amounts described in the Indenture. “Distribution
Date” means
the 20th day of each month, or, if any such date is not a Business Day, the next
succeeding Business Day, commencing March 21, 2005.

 

Commencing
on the Distribution Date following the second Determination Date during the
Class A-2 Controlled Amortization Period or the first Determination Date after
the commencement of the Series 2005-1 Rapid Amortization Period, payments with
respect to principal will be made on the Class A-2 Notes. As described above,
the entire unpaid principal amount of this Class A-2 Note shall be due and
payable on the Class A-2 Final Distribution Date. Notwithstanding the foregoing,
if an Amortization Event, Liquidation Event of Default, Waiver Event or Series
2005-1 Limited Liquidation Event of Default shall have occurred and be
continuing then, in certain circumstances, principal on the Class A-2 Notes may
be paid earlier, as described in the Indenture. All principal payments on the
Class A-2 Notes shall be made pro rata to the
Noteholders entitled thereto.

 

Payments
of interest on this Class A-2 Note due and payable on each Distribution Date,
together with the installment of principal then due, if any, to the extent not
in full payment of this Class A-2 Note, shall be made by wire transfer for
credit to the account designated by the Holder of record of this Class A-2 Note
(or one or more predecessor Class A-2 Notes) on the Note Register as of the
close of business on each Record Date, except that with respect to Class A-2
Notes registered on the Record Date in the name of the nominee of the Clearing
Agency (initially, such nominee to be Cede & Co.), payments will be made by
wire transfer in immediately available funds to the account designated by such
nominee. Any reduction in the principal amount of this Class A-2 Note (or any
one or more predecessor Class A-2 Notes) effected by any 

 





















Exhibit
A-2-1

Page
6

 


payments
made on any Distribution Date shall be binding upon all future Holders of this
Class A-2 Note and of any Class A-2 Note issued upon the registration of
transfer hereof or in exchange hereof or in lieu hereof, whether or not noted
thereon.

 

The
Company shall pay interest on overdue installments of interest at the Class A-2
Note Rate to the extent lawful.

 

As
provided in the Indenture, the Class A-2 Notes may be redeemed, in whole, but
not in part, at the option of the Company on any Distribution Date if on such
Distribution Date the Class A-2 Invested Amount is less than or equal to 10% of
the Class A-2 Initial Invested Amount. The purchase price for such repurchase of
the Class A-2 Notes shall equal the aggregate outstanding principal balance of
such Class A-2 Notes (determined after giving effect to any payment of principal
and interest on such Distribution Date), plus accrued and unpaid interest on
such outstanding Class A-2 Invested Amount.

 

As
provided in the Indenture and subject to certain limitations set forth therein,
the transfer of this Class A-2 Note may be registered on the Note Register upon
surrender of this Class A-2 Note for registration of transfer at the office or
agency designated by the Company pursuant to the Indenture, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Trustee duly executed by, the Holder hereof or his attorney duly authorized in
writing, with such signature guaranteed by an “Eligible
Guarantor Institution” (as
defined in Rule 17Ad-15 under the Exchange Act), and such other documents as the
Trustee may reasonably require, and thereupon one or more new Class A-2 Notes of
authorized denominations in the same aggregate principal amount will be issued
to the designated transferee or transferees. No service charge will be charged
for any registration of transfer or exchange of this Class A-2 Note, but the
transferor may be required to pay a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any such registration
of transfer or exchange.

 

Each
Noteholder or Note Owner by acceptance of a Class A-2 Note or, in the case of a
Note Owner, a beneficial interest in a Class A-2 Note, covenants and agrees that
no recourse may be taken, directly or indirectly, with respect to the
obligations of the Company, Original AESOP, AESOP Leasing, AESOP Leasing II,
ARAC, BRAC, CCRG or the Trustee on the Class A-2 Notes or under the Indenture or
any certificate or other writing delivered in connection therewith, against (i)
the Trustee, Original AESOP, AESOP Leasing, AESOP Leasing II, ARAC, BRAC or
CCRG, in its individual capacity, (ii) any owner of a beneficial interest in the
Company or (iii) any partner, owner, beneficiary, agent, officer, director or
employee of the Trustee, Original AESOP, AESOP Leasing, AESOP Leasing II, ARAC,
BRAC or CCRG, in its individual capacity, any holder of a beneficial interest in
the Company, Original AESOP, AESOP Leasing, AESOP Leasing II, ARAC, BRAC, CCRG
or the Trustee or of any successor or assign of Original AESOP, AESOP Leasing,
AESOP Leasing II, ARAC, BRAC, CCRG or the Trustee, in its individual capacity,
except (a) as any such Person may have expressly agreed and (b) any such
partner, owner or beneficiary shall be fully liable, to the extent provided by
applicable law, for any unpaid consideration for stock, unpaid capital
contribution or failure to pay any installment or call owing to such entity;
provided,
however, that
nothing contained 

 





















Exhibit
A-2-1

Page
7

 


herein
shall be taken to prevent recourse to, and enforcement against, the assets of
the Company for any and all liabilities, obligations and undertakings contained
in the Indenture or in this Class A-2 Note, subject to Section 13.18 of the Base
Indenture.

 

Each
Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note
Owner, a beneficial interest in a Note, covenants and agrees that by accept-ing
the benefits of the Indenture that such Noteholder or Note Owner, as the case
may be, will not for a period of one year and one day following payment in full
of all Notes institute against the Company, or join in any institution against
the Company of, any bankruptcy, reorganization, arrangement, insolvency or
liquidation proceedings under any United States Federal or state bankruptcy or
similar law in connection with any obligations relating to the Notes, the
Indenture or the Related Documents.

 

Prior to
the due presentment for registration of transfer of this Class A-2 Note, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Class A-2 Note (as of the day of determination or as
of such other date as may be specified in the Indenture) is registered as the
owner hereof for all purposes, whether or not this Class A-2 Note be overdue,
and neither the Company, the Trustee nor any such agent shall be affected by
notice to the contrary.

 

It is the
intent of the Company, each Noteholder and each Note Owner that, for Federal,
state and local income and franchise tax purposes only, the Class A-2 Notes will
evidence indebtedness of the Company secured by the Series 2005-1 Collateral.
Each Noteholder and each Note Owner, by the acceptance of this Class A-2 Note,
agrees to treat this Class A-2 Note for Federal, state and local income and
franchise tax purposes as indebtedness of the Company.

 

The
Indenture permits, with certain exceptions as therein provided, the amendment
thereof and the modification of the rights and obligations of the Company and
the rights of the Holders of the Series 2005-1 Notes under the Indenture at any
time by the Company with the consent of the Holders of Series 2005-1 Notes
representing more than 50% in principal amount of the aggregate outstanding
amount of the Series 2005-1 Notes which are affected by such amend-ment or
modification. The Indenture also contains provisions permitting the Holders of
Series 2005-1 Notes representing specified percentages of the aggregate
outstanding amount of the Series 2005-1 Notes, on behalf of the Holders of all
the Series 2005-1 Notes, to waive compliance by the Company with certain
provisions of the Indenture and certain past defaults under the Indenture and
their consequences. Any such consent or waiver by the Holder of this Class A-2
Note (or any one or more predecessor Class A-2 Notes) shall be conclusive and
binding upon such Holder and upon all future Holders of this Class A-2 Note and
of any Class A-2 Note issued upon the registration of transfer hereof or in
exchange hereof or in lieu hereof whether or not notation of such consent or
waiver is made upon this Class A-2 Note. The Indenture also permits the Trustee
to amend or waive certain terms and conditions set forth in the Indenture
without the consent of Holders of the Series 2005-1 Notes issued
thereunder.

 

The term
“Company” as used in this Class A-2 Note includes any successor to the Company
under the Indenture.

 





















Exhibit
A-2-1

Page
8


 

The Class
A-2 Notes are issuable only in registered form in denominations as provided in
the Indenture, subject to certain limitations set forth therein.

 

This
Class A-2 Note and the Indenture shall be construed in accordance with the law
of the State of New York and the obligations, rights and remedies of the parties
hereunder and thereunder shall be determined in accordance with such
law.

 

No
reference herein to the Indenture and no provision of this Class A-2 Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this Class
A-2 Note at the times, place, and rate, and in the coin or currency herein
prescribed.

 

Interests
in this Restricted Global Note may be exchanged for Definitive Notes, subject to
the provisions of the Indenture.

 





















Exhibit
A-2-1

Page
9



ASSIGNMENT

 

Social
Security or taxpayer I.D. or other identifying number of assignee

 










 

FOR VALUE
RECEIVED, the undersigned hereby sells, assigns and transfers unto

 








(name and
address of assignee)

 

the
within Class A-2 Note and all rights thereunder, and hereby irrevocably
constitutes and appoints _________________________, attorney, to transfer said
Class A-2 Note on the books kept for registration thereof, with full power of
substitution in the premises.

 




 


	
       

       

      Dated:
	 	
       

       

      By:                                                                               1 

	 	 	
      Signature
      Guaranteed:

	 	 	 
	 	 	 






 




 




 

 




 

 










1 NOTE: The
signature to this assignment must correspond with the name of the registered
owner as it appears on the face of the within Note, without alteration,
enlargement or any change whatsoever.

 
































		 	 	
      Exhibit
      A-2-2

      to

      Series 2005-1

      Supplement




 









FORM
OF TEMPORARY GLOBAL CLASS A-2 NOTE

 

REGISTERED

$___________* * 

 

No.
R-

 

 

SEE
REVERSE FOR CERTAIN CONDITIONS

 

CUSIP
(CINS) NO. U13475 AB 1

ISIN NO.
USU13475AB17

 

THIS NOTE
IS A TEMPORARY GLOBAL NOTE, WITHOUT COUPONS, EXCHANGEABLE FOR A PERMANENT GLOBAL
NOTE WHICH IS, UNDER CERTAIN CIRCUMSTANCES, IN TURN, EXCHANGEABLE FOR DEFINITIVE
NOTES WITHOUT COUPONS. THE RIGHTS ATTACHING TO THIS TEMPORARY GLOBAL NOTE, AND
THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE, ARE AS SPECIFIED IN THE
INDENTURE (AS DEFINED HEREIN).

 

THIS
SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES
ACT”) OR ANY
STATE SECURITIES OR “BLUE SKY” LAWS. THE HOLDER HEREOF, BY PURCHASING THIS CLASS
A-2 NOTE, AGREES FOR THE BENEFIT OF CENDANT RENTAL CAR FUNDING (AESOP) LLC (THE
“COMPANY”) THAT
THIS CLASS A-2 NOTE IS BEING ACQUIRED FOR ITS OWN AC-COUNT AND NOT WITH A VIEW
TO DISTRIBUTION AND MAY BE RESOLD, PLEDGED OR OTHER-WISE TRANSFERRED ONLY (1) TO
THE COMPANY (UPON REDEMPTION THEREOF OR OTHERWISE), (2) TO A PERSON THE
TRANSFEROR REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN
RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF
RULE 144A, (3) OUTSIDE THE UNITED STATES TO A NON-U.S. PERSON (AS SUCH TERM IS
DEFINED IN REGULATION S OF THE SECURITIES ACT) IN A TRANSACTION IN COMPLIANCE
WITH REGULATION S OF THE SECURITIES ACT, OR (4) IN A TRANSACTION COMPLYING WITH
OR EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES
OR ANY OTHER JURISDICTION. 

 





















Exhibit
A-2-2

Page
2


 

EACH SUCH
TRANSFER SHALL BE IN ACCORDANCE WITH THE
BASE INDENTURE, ANY APPLICABLE SUPPLEMENT AND ALL APPLICABLE SECURITIES LAWS.
THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER
FROM IT OF THE RESALE RESTRICTIONS SET FORTH ABOVE.

 

EXCEPT AS
OTHERWISE PROVIDED IN SECTION 2.9 OF THE BASE INDENTURE, THIS CLASS A-2 NOTE MAY
BE TRANSFERRED, IN WHOLE BUT NOT IN PART, ONLY TO ANOTHER NOMINEE OF THE
CLEARING AGENCY OR TO A SUCCESSOR CLEARING AGENCY OR TO A NOMINEE OF SUCH
SUCCESSOR CLEAR-ING AGENCY. UNLESS THIS CLASS A-2 NOTE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION (“DTC”), TO
CENDANT RENTAL CAR FUNDING (AESOP) LLC OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CLASS A-2 NOTE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC),
ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHER-WISE BY OR TO ANY
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.

 

THE
PRINCIPAL OF THIS CLASS A-2 NOTE IS PAYABLE IN INSTALMENTS AS SET FORTH HEREIN.
ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS CLASS A-2 NOTE AT ANY TIME
MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

 

INTERESTS
IN THIS TEMPORARY GLOBAL NOTE MAY ONLY BE HELD BY NON-U.S. PERSONS AS SUCH TERM
IS DEFINED IN REGULATION S OF THE SECURITIES ACT, AND MAY ONLY BE HELD IN
BOOK-ENTRY FORM THROUGH EUROCLEAR OR CLEARSTREAM.

 

 

CENDANT
RENTAL CAR FUNDING (AESOP) LLC

 

SERIES
2005-1 FLOATING RATE RENTAL CAR 

 

ASSET
BACKED NOTES, CLASS A-2

 

CENDANT
RENTAL CAR FUNDING (AESOP) LLC, a Delaware limited liability company (herein
referred to as the “Company”), for
value received, hereby promises to pay to Cede & Co., or registered assigns,
the principal sum of [_______] MILLION DOLLARS (or such lesser amount as shall
be the outstanding principal amount of this Temporary Global Note shown in
Schedule A hereto), which amount shall be payable in the amounts and at the
times set forth in the Indenture, provided,
however, that
the entire unpaid principal amount of this Class A-2 Note shall be due on the
Class A-2 Final Distribution Date, which is the April 2009 Distribution Date.
However, principal with respect to the Class A-2 Notes may be paid earlier or
later under certain limited circumstances described in the Indenture. The
Company 

 




















 
Exhibit
A-2-2

Page
3

 


will pay
interest on this Class A-2 Note at the Class A-2 Note Rate. Such interest shall
be payable on each Distribution Date until the principal of this Class A-2 Note
is paid or made available for payment. Interest on this Class A-2 Note will
accrue for each Distribution Date from the most recent Distribution Date on
which interest has been paid to but excluding such Distribution Date or, if no
interest has yet been paid, from February 25, 2005. Interest with respect to the
Class A-2 Notes will be calculated in the manner provided in the Indenture. Such
principal of and interest on this Class A-2 Note shall be paid in the manner
specified on the reverse hereof.

 

The
principal of and interest on this Class A-2 Note are payable in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts. All payments made by the Company
with respect to this Class A-2 Note shall be applied first to interest due and
payable on this Class A-2 Note as provided above and then to the unpaid
principal of this Class A-2 Note. This Class A-2 Note does not represent an
interest in, or an obligation of Original AESOP, AESOP Leasing, AESOP Leasing
II, ARAC, BRAC, CCRG or any affiliate of Original AESOP, AESOP Leasing, AESOP
Leasing II, ARAC, BRAC or CCRG other than the Company.

 

Interests
in this Note are exchangeable or transferable in whole or in part for interests
in a Restricted Global Note if this Note is a Temporary Global Note, or for
interests in a Temporary Global Note or a Permanent Global Note if this Note is
a Restricted Global Note (each as defined in the Base Indenture), in each case
of the same Series and Class, provided that such transfer or exchange complies
with Article 2 of the Base Indenture. Interests in this Note may be exchangeable
in whole or in part for duly executed and issued definitive registered Notes if
so provided in Article 2 of the Base Indenture, with the applicable legends as
marked therein, subject to the provisions of the Base Indenture.

 

Reference
is made to the further provisions of this Class A-2 Note set forth on the
reverse hereof, which shall have the same effect as though fully set forth on
the face of this Class A-2 Note. Although a summary of certain provisions of the
Indenture are set forth below and on the reverse hereof and made a part hereof,
this Class A-2 Note does not purport to summarize the Indenture and reference is
made to the Indenture for information with respect to the interests, rights,
benefits, obligations, proceeds and duties evidenced hereby and the rights,
duties and obligations of the Company, Original AESOP, AESOP Leasing, AESOP
Leasing II, CCRG, ARAC, BRAC and the Trustee. A copy of the Indenture may be
requested from the Trustee by writing to the Trustee at: The Bank of New York,
c/o BNY Midwest Trust Company, 2 North LaSalle Street, 10th Floor,
Chicago, Illinois 60602. To the extent not defined herein, the capitalized terms
used herein have the meanings ascribed to them in the Indenture.

 

Unless
the certificate of authentication hereon has been executed by the Trustee whose
name appears below by manual signature, this Class A-2 Note shall not be
entitled to any benefit under the Indenture referred to on the reverse hereof,
or be valid or obligatory for any purpose.

 























 
Exhibit
A-2-2

Page
4

 


IN
WITNESS WHEREOF, the Company has caused this instrument to be signed, manually
or in facsimile, by its Authorized Officer.

 


	
       

       

      Date:
	 	
      CENDANT
      RENTAL CAR FUNDING (AESOP) LLC

       

      By:

	 	 	
      Name:

      Title:




 




 

 

TRUSTEE’S
CERTIFICATE OF AUTHENTICATION

 

This is
one of the Class A-2 Notes of the Series 2005-1 Notes, a series issued under the
within-mentioned Indenture.

 




 




 


	 	 	
      THE
      BANK OF NEW YORK, as Trustee

       

      By:

	 	 	
      Authorized
      Signatory







 




















 
Exhibit
A-2-2

Page
5



 

[REVERSE
OF CLASS A-2 NOTE]

 

This
Class A-2 Note is one of a duly authorized issue of Class A-2 Notes of the
Company, designated as its Series 2005-1 Floating Rate Rental Car Asset Backed
Notes, Class A-2 (herein called the “Class
A-2 Notes”), all
issued under (i) a Second Amended and Restated Base Indenture, dated as of June
3, 2004 (such Base Indenture, as amended, supplemented or modified in accordance
with its terms exclusive of any Supplements thereto creating a new Series of
Notes, is herein called the “Base
Indenture”),
between the Company and The Bank of New York, as trustee (the “Trustee”, which
term includes any successor Trustee under the Base Indenture), and (ii) a Series
2005-1 Supplement dated as of February 25, 2005 (such supplement, as may be
amended or modified, is herein called the “Series
2005-1 Supplement”) among
the Company, the Trustee and The Bank of New York, as Series 2005-1 Agent. The
Base Indenture and the Series 2005-1 Supplement are referred to herein as the
“Indenture”. The
Class A-2 Notes are subject to all terms of the Indenture. All terms used in
this Class A-2 Note that are defined in the Indenture shall have the meanings
assigned to them in or pursuant to the Indenture.

 

The Class
A-2 Notes are and will be equally and ratably secured by the Series 2005-1
Collateral pledged as security therefor as provided in the
Indenture.

 

Principal
of the Class A-2 Notes will be payable on each Distribution Date specified in
and in the amounts described in the Indenture. “Distribution
Date” means
the 20th day of each month, or, if any such date is not a Business Day, the next
succeeding Business Day, commencing March 21, 2005.

 

Commencing
on the Distribution Date following the second Determination Date during the
Class A-2 Controlled Amortization Period or the first Determination Date after
the commencement of the Series 2005-1 Rapid Amortization Period, payments with
respect to principal will be made on the Class A-2 Notes. As described above,
the entire unpaid principal amount of this Class A-2 Note shall be due and
payable on the Class A-2 Final Distribution Date. Notwithstanding the foregoing,
if an Amortization Event, Liquidation Event of Default, Waiver Event or Series
2005-1 Limited Liquidation Event of Default shall have occurred and be
continuing then, in certain circumstances, principal on the Class A-2 Notes may
be paid earlier, as described in the Indenture. All principal payments on the
Class A-2 Notes shall be made pro rata to the
Noteholders entitled thereto.

 

Payments
of interest on this Class A-2 Note due and payable on each Distribution Date,
together with the installment of principal then due, if any, to the extent not
in full payment of this Class A-2 Note, shall be made by wire transfer for
credit to the account designated by the Holder of record of this Class A-2 Note
(or one or more predecessor Class A-2 Notes) on the Note Register as of the
close of business on each Record Date, except that with respect to Class A-2
Notes registered on the Record Date in the name of the nominee of the Clearing
Agency (initially, such nominee to be Cede & Co.), payments will be made by
wire transfer in immediately available funds to the account designated by such
nominee. Any reduction in the principal amount of this Class A-2 Note (or any
one or more predecessor Class A-2 Notes) effected by any 

 




















 
Exhibit
A-2-2

Page
6

 


payments
made on any Distribution Date shall be binding upon all future Holders of this
Class A-2 Note and of any Class A-2 Note issued upon the registration of
transfer hereof or in exchange hereof or in lieu hereof, whether or not noted
thereon.

 

The
Company shall pay interest on overdue installments of interest at the Class A-2
Note Rate to the extent lawful.

 

As
provided in the Indenture, the Class A-2 Notes may be redeemed, in whole, but
not in part, at the option of the Company on any Distribution Date if on such
Distribution Date the Class A-2 Invested Amount is less than or equal to 10% of
the Class A-2 Initial Invested Amount. The purchase price for such repurchase of
the Class A-2 Notes shall equal the aggregate outstanding principal balance of
such Class A-2 Notes (determined after giving effect to any payment of principal
and interest on such Distribution Date), plus accrued
and unpaid interest on such outstanding Class A-2 Invested Amount.

 

As
provided in the Indenture and subject to certain limitations set forth therein,
the transfer of this Class A-2 Note may be registered on the Note Register upon
surrender of this Class A-2 Note for registration of transfer at the office or
agency designated by the Company pursuant to the Indenture, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Trustee duly executed by, the Holder hereof or his attorney duly authorized in
writing, with such signature guaranteed by an “Eligible
Guarantor Institution” (as
defined in Rule 17Ad-15 under the Exchange Act), and such other documents as the
Trustee may reasonably require, and thereupon one or more new Class A-2 Notes of
authorized denominations in the same aggregate principal amount will be issued
to the designated transferee or transferees. No service charge will be charged
for any registration of transfer or exchange of this Class A-2 Note, but the
transferor may be required to pay a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any such registration
of transfer or exchange.

 

Each
Noteholder or Note Owner by acceptance of a Class A-2 Note or, in the case of a
Note Owner, a beneficial interest in a Class A-2 Note, covenants and agrees that
no recourse may be taken, directly or indirectly, with respect to the
obligations of the Company, Original AESOP, AESOP Leasing, AESOP Leasing II,
ARAC, BRAC, CCRG or the Trustee on the Class A-2 Notes or under the Indenture or
any certificate or other writing delivered in connection therewith, against (i)
the Trustee, Original AESOP, AESOP Leasing, AESOP Leasing II, ARAC, BRAC or
CCRG, in its individual capacity, (ii) any owner of a beneficial interest in the
Company or (iii) any partner, owner, beneficiary, agent, officer, director or
employee of the Trustee, Original AESOP, AESOP Leasing, AESOP Leasing II, ARAC,
BRAC or CCRG, in its individual capacity, any holder of a beneficial interest in
the Company, Original AESOP, AESOP Leasing, AESOP Leasing II, ARAC, BRAC, CCRG
or the Trustee or of any successor or assign of Original AESOP, AESOP Leasing,
AESOP Leasing II, ARAC, BRAC, CCRG or the Trustee, in its individual capacity,
except (a) as any such Person may have expressly agreed and (b) any such
partner, owner or beneficiary shall be fully liable, to the extent provided by
applicable law, for any unpaid consideration for stock, unpaid capital
contribution or failure to pay any installment or call owing to such entity;
provided,
however, that
nothing contained 

 




















 
Exhibit
A-2-2

Page
7

 


herein
shall be taken to prevent recourse to, and enforcement against, the assets of
the Company for any and all liabilities, obligations and undertakings contained
in the Indenture or in this Class A-2 Note, subject to Section 13.18 of the Base
Indenture.

 

Each
Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note
Owner, a beneficial interest in a Note, covenants and agrees that by accept-ing
the benefits of the Indenture that such Noteholder or Note Owner, as the case
may be, will not for a period of one year and one day following payment in full
of all Notes institute against the Company, or join in any institution against
the Company of, any bankruptcy, reorganization, arrangement, insolvency or
liquidation proceedings under any United States Federal or state bankruptcy or
similar law in connection with any obligations relating to the Notes, the
Indenture or the Related Documents.

 

Prior to
the due presentment for registration of transfer of this Class A-2 Note, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Class A-2 Note (as of the day of determination or as
of such other date as may be specified in the Indenture) is registered as the
owner hereof for all purposes, whether or not this Class A-2 Note be overdue,
and neither the Company, the Trustee nor any such agent shall be affected by
notice to the contrary.

 

It is the
intent of the Company, each Noteholder and each Note Owner that, for Federal,
state and local income and franchise tax purposes only, the Class A-2 Notes will
evidence indebtedness of the Company secured by the Series 2005-1 Collateral.
Each Noteholder and each Note Owner, by the acceptance of this Class A-2 Note,
agrees to treat this Class A-2 Note for Federal, state and local income and
franchise tax purposes as indebtedness of the Company.

 

Each
Holder of this Note shall provide to the Trustee at least annually an
appropriate statement (on Internal Revenue Service Form W-8 or suitable
substitute) with respect to United States federal income tax and withholding
tax, signed under penalties of perjury, certifying that the beneficial owner of
this Note is a non-U.S. person and providing the Noteholder’s name and address.
If the information provided in the statement changes, the Noteholder shall so
inform the Trustee within 30 days of such change.

 

The
Indenture permits, with certain exceptions as therein provided, the amend-ment
thereof and the modification of the rights and obligations of the Company and
the rights of the Holders of the Series 2005-1 Notes under the Indenture at any
time by the Company with the consent of the Holders of Series 2005-1 Notes
representing more than 50% in principal amount of the aggregate outstanding
amount of the Series 2005-1 Notes which are affected by such amendment or
modification. The Indenture also contains provisions permitting the Holders of
Series 2005-1 Notes representing specified percentages of the aggregate
outstanding amount of the Series 2005-1 Notes, on behalf of the Holders of all
the Series 2005-1 Notes, to waive compliance by the Company with certain
provisions of the Indenture and certain past defaults under the Indenture and
their consequences. Any such consent or waiver by the Holder of this Class A-2
Note (or any one or more predecessor Class A-2 Notes) shall be conclusive and
binding upon such Holder and upon all future Holders of this Class A-2 Note and
of any Class A-2 Note 

 




















 
Exhibit
A-2-2

Page
8

 


issued
upon the registration of transfer hereof or in exchange hereof or in lieu hereof
whether or not notation of such consent or waiver is made upon this Class A-2
Note. The Indenture also permits the Trustee to amend or waive certain terms and
conditions set forth in the Indenture without the consent of Holders of the
Series 2005-1 Notes issued thereunder.

 

The term
“Company” as used in this Class A-2 Note includes any successor to the Company
under the Indenture.

 

The Class
A-2 Notes are issuable only in registered form in denominations as provided in
the Indenture, subject to certain limitations set forth therein.

 

This
Class A-2 Note and the Indenture shall be construed in accordance with the law
of the State of New York and the obligations, rights and remedies of the parties
hereunder and thereunder shall be determined in accordance with such
law.

 

No
reference herein to the Indenture and no provision of this Class A-2 Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this Class
A-2 Note at the times, place, and rate, and in the coin or currency herein
prescribed.

 

Prior to
the Exchange Date (as defined below), payments (if any) on this Temporary Global
Note will only be paid to the extent that there is presented by Clearstream
Banking, société anonyme (“Clearstream”), or
Euroclear Bank S.A./N.V., as operator of the Euroclear System (“Euroclear”) to the
Trustee at its office in London a certificate, substantially in the form set out
in Exhibit
B to the
Base Indenture, to the effect that it has received from or in respect of a
person entitled to a Note (as shown by its records) a certificate from such
person in or substantially in the form of Exhibit
C to the
Base Indenture. After the Exchange Date the holder of this Temporary Global Note
will not be entitled to receive any payment hereon, until this Temporary Global
Note is exchanged in full for a Permanent Global Note. This Temporary Global
Note shall in all other respects be entitled to the same benefits as the
Permanent Global Notes under the Indenture.

 

On or
after the date (the “Exchange
Date”) which
is the date that is the 40th day after the completion of the distribution of the
relevant Series, interests in this Temporary Global Note may be exchanged (free
of charge) for interests in a Permanent Global Note in the form of Exhibit
A-2-3 to the
Series 2005-1 Supplement upon presentation of this Temporary Global Note at the
office in London of the Trustee (or at such other place outside the United
States of America, its territories and possessions as the Trustee may agree).
The Permanent Global Note shall be so issued and delivered in exchange for only
that portion of this Temporary Global Note in respect of which there shall have
been presented to the Trustee by Euroclear or Clearstream a certificate,
substantially in the form set out in Exhibit
B to the
Base Indenture, to the effect that it has received from or in respect of a
person entitled to a Note (as shown by its records) a certificate from such
person in or substantially in the form of Exhibit
C to the
Base Indenture.

 




















 
Exhibit
A-2-2

Page
9

 


On an
exchange of the whole of this Temporary Global Note, this Temporary Global Note
shall be surrendered to the Trustee at its office in London. On an exchange of
part only of this Temporary Global Note, details of such exchange shall be
entered by or on behalf of the Company in Schedule A hereto and the relevant
space in Schedule A hereto recording such exchange shall be signed by or on
behalf of the Company. If, following the issue of a Permanent Global Note in
exchange for some of the Class A-2 Notes represented by this Temporary Global
Note, further Notes of this Series are to be exchanged pursuant to this
paragraph, such exchange may be effected, without the issue of a new Permanent
Global Note, by the Company or its agent endorsing Part I of Schedule A of the
Permanent Global Note previously issued to reflect an increase in the aggregate
principal amount of such Permanent Global Note by an amount equal to the
aggregate principal amount of the additional Notes of this Series to be
exchanged.

 

Interests
in this Temporary Global Note will be transferable in accordance with the rules
and procedures for the time being of Euroclear or Clearstream. Each person who
is shown in the records of Euroclear and Clearstream as entitled to a particular
number of Class A-2 Notes by way of an interest in this Temporary Global Note
will be treated by the Company, the Trustee and any paying agent as the holder
of such number of Class A-2 Notes. For purposes of this Temporary Global Note,
the securities account records of Euroclear or Clearstream shall, in the absence
of manifest error, be conclusive evidence of the identity of the holders of
Class A-2 Notes and of the principal amount of Class A-2 Notes represented by
this Temporary Global Note credited to the securities accounts of such holders
of Class A-2 Notes. Any state-ment issued by Euroclear or Clearstream to any
holder relating to a specified Class A-2 Note or Class A-2 Notes credited to the
securities account of such holder and stating the principal amount of such Class
A-2 Note or Class A-2 Notes and certified by Euroclear or Clearstream to be a
true record of such securities account shall, in the absence of manifest error,
be conclusive evidence of the records of Euroclear or Clearstream for the
purposes of the next preceding sentence (but without prejudice to any other
means of producing such records in evidence). Notwithstanding any provision to
the contrary contained in this Temporary Global Note, the Company irrevocably
agrees, for the benefit of such holder and its successors and assigns, that,
subject to the provisions of the Indenture, each holder or its successors or
assigns may file any claim, take any action or institute any proceeding to
enforce, directly against the Company, the obligation of the Company hereunder
to pay any amount due in respect of each Class A-2 Note represented by this
Temporary Global Note which is credited to such holder’s securities account with
Euroclear or Clearstream without the production of this Temporary Global
Note.

 




















 
Exhibit
A-2-2

Page
10


SCHEDULE
A

 

SCHEDULE
OF EXCHANGES FOR NOTES

 

REPRESENTED
BY A PERMANENT GLOBAL NOTE

 

The
following exchanges of a part of this Temporary Global Note for Class A-2 Notes
represented by a Permanent Global Note have been made:

 


	
       

       

       

       

      Date

      Exchange

      Made

       
	
       

      Part
      of Principal

      amount
      of this

      Temporary
      Global

      Note
      exchanged for

      Notes
      represented

      by
      a Permanent

      Global
      Note
	
       

       

      Remaining

      Principal
      Amount

      of
      this Temporary

      Global
      Note

      following
      such

      Exchange
	
       

       

       

       

       

      Notation
      made by or on

      behalf
      of the Issuer

	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 



 






















 



		 	 	
      Exhibit
      A-2-3

      to

      Series 2005-1

      Supplement





 


FORM
OF PERMANENT GLOBAL CLASS A-2 NOTE

 

REGISTERED

$___________* * * 

 

No.
R-

 

 

SEE
REVERSE FOR CERTAIN CONDITIONS

 

CUSIP
(CINS) NO. U13475 AB 1

ISIN NO.
USU13475AB17

 

THIS
SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES
ACT”) OR ANY
STATE SECURITIES OR “BLUE SKY” LAWS. THE HOLDER HEREOF, BY PURCHASING THIS CLASS
A-2 NOTE, AGREES FOR THE BENEFIT OF CENDANT RENTAL CAR FUNDING (AESOP) LLC (THE
“COMPANY”) THAT
THIS CLASS A-2 NOTE IS BEING ACQUIRED FOR ITS OWN ACCOUNT AND NOT WITH A VIEW TO
DISTRIBUTION AND MAY BE RESOLD, PLEDGED OR OTHER-WISE TRANSFERRED ONLY (1) TO
THE COMPANY (UPON REDEMPTION THEREOF OR OTHERWISE), (2) TO A PERSON THE
TRANSFEROR REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN
RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF
RULE 144A, (3) OUTSIDE THE UNITED STATES TO A NON-U.S. PERSON (AS SUCH TERM IS
DEFINED IN REGULATION S OF THE SECURITIES ACT) IN A TRANSACTION IN COMPLIANCE
WITH REGULATION S OF THE SECURITIES ACT, OR (4) IN A TRANS-ACTION COMPLYING WITH
OR EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES
OR ANY OTHER JURISDICTION. EACH SUCH TRANSFER SHALL BE IN ACCORDANCE WITH THE
BASE INDENTURE, ANY APPLICABLE SUPPLEMENT AND ALL APPLICABLE SECURITIES LAWS.
THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER
FROM IT OF THE RESALE RESTRICTIONS SET FORTH ABOVE.

 










*** Denominations
of $1,000,000 and integral multiples of $200,000.




 





















Exhibit
A-2-3

Page
2


 

EXCEPT AS
OTHERWISE PROVIDED IN SECTION 2.9 OF THE BASE INDENTURE, THIS CLASS A-2 NOTE MAY
BE TRANSFERRED, IN WHOLE BUT NOT IN PART, ONLY TO ANOTHER NOMINEE OF THE
CLEARING AGENCY OR TO A SUCCESSOR CLEARING AGENCY OR TO A NOMINEE OF SUCH
SUCCESSOR CLEARING AGENCY. UNLESS THIS CLASS A-2 NOTE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION (“DTC”), TO
CENDANT RENTAL CAR FUNDING (AESOP) LLC OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CLASS A-2 NOTE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC),
ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.

 

THE
PRINCIPAL OF THIS CLASS A-2 NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN.
ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS CLASS A-2 NOTE AT ANY TIME
MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

 

 

CENDANT
RENTAL CAR FUNDING (AESOP) LLC

 

SERIES
2005-1 FLOATING RATE RENTAL CAR 

 

ASSET
BACKED NOTES, CLASS A-2

 

CENDANT
RENTAL CAR FUNDING (AESOP) LLC, a Delaware limited liability company (herein
referred to as the “Company”), for
value received, hereby promises to pay to Cede & Co., or registered assigns,
the principal sum of [_____] MILLION DOLLARS, which amount shall be payable in
the amounts and at the times set forth in the Indenture, provided,
however, that
the entire unpaid principal amount of this Class A-2 Note shall be due on the
Class A-2 Final Distribution Date, which is the April 2009 Distribution Date.
However, principal with respect to the Class A-2 Notes may be paid earlier or
later under certain limited circumstances described in the Indenture. The
Company will pay interest on this Class A-2 Note at the Class A-2 Note Rate.
Such inter-est shall be payable on each Distribution Date until the principal of
this Class A-2 Note is paid or made available for payment. Interest on this
Class A-2 Note will accrue for each Distribution Date from the most recent
Distribution Date on which interest has been paid to but excluding such
Distribution Date or, if no inter-est has yet been paid, from February 25, 2005.
Interest with respect to the Class A-2 Notes will be calculated in the manner
provided in the Indenture. Such principal of and interest on this Class A-2 Note
shall be paid in the manner specified on the reverse hereof.

 

The
principal of and interest on this Class
A-2 Note are
payable in such coin or currency of the United States of America as at the time
of payment is legal tender for payment of public and private debts. All payments
made by the Company with respect to this Class A-2 

 




















 
Exhibit
A-2-3

Page
3

 


Note
shall be applied first to interest due and payable on this Class A-2 Note as
provided above and then to the unpaid principal of this Class A-2 Note. This
Class A-2 Note does not represent an interest in, or an obligation of Original
AESOP, AESOP Leasing, AESOP Leasing II, ARAC, BRAC, CCRG or any affiliate of
Original AESOP, AESOP Leasing, AESOP Leasing II, ARAC, BRAC or CCRG other than
the Company.

 

Reference
is made to the further provisions of this Class A-2 Note set forth on the
reverse hereof, which shall have the same effect as though fully set forth on
the face of this Class A-2 Note. Although a summary of certain provisions of the
Indenture are set forth below and on the reverse hereof and made a part hereof,
this Class A-2 Note does not purport to summarize the Indenture and reference is
made to the Indenture for information with respect to the interests, rights,
benefits, obligations, proceeds and duties evidenced hereby and the rights,
duties and obligations of the Company, Original AESOP, AESOP Leasing, AESOP
Leasing II, CCRG, ARAC, BRAC and the Trustee. A copy of the Indenture may be
requested from the Trustee by writing to the Trustee at: The Bank of New York,
c/o BNY Midwest Trust Company, 2 North LaSalle Street, 10th Floor,
Chicago, Illinois 60602. To the extent not defined herein, the capitalized terms
used herein have the meanings ascribed to them in the Indenture.

 

Unless
the certificate of authentication hereon has been executed by the Trustee whose
name appears below by manual signature, this Class A-2 Note shall not be
entitled to any benefit under the Indenture referred to on the reverse hereof,
or be valid or obligatory for any purpose.

 




















 
Exhibit
A-2-3

Page
4


 

IN
WITNESS WHEREOF, the Company has caused this instrument to be signed, manually
or in facsimile, by its Authorized Officer.

 


	
       

       

      Date:
	 	
      CENDANT
      RENTAL CAR FUNDING (AESOP) LLC

       

      By:

	 	 	
      Name:

      Title:







 

 

TRUSTEE’S
CERTIFICATE OF AUTHENTICATION

 

This is
one of the Class A-2 Notes of the Series 2005-1 Notes, a series issued under the
within-mentioned Indenture.

 




 


	 	 	
      THE
      BANK OF NEW YORK, as Trustee

       

      By:

	 	 	
      Authorized
      Signatory







 




















 
Exhibit
A-2-3

Page
5



[REVERSE
OF CLASS A-2 NOTE]

 

This
Class A-2 Note is one of a duly authorized issue of Class A-2 Notes of the
Company, designated as its Series 2005-1 Floating Rate Rental Car Asset Backed
Notes, Class A-2 (herein called the “Class
A-2 Notes”), all
issued under (i) a Second Amended and Restated Base Indenture, dated as of June
3, 2004 (such Base Indenture, as amended, supplemented or modified in accordance
with its terms exclusive of any Supplements thereto creating a new Series of
Notes, is herein called the “Base
Indenture”),
between the Company and The Bank of New York, as trustee (the “Trustee”, which
term includes any successor Trustee under the Base Indenture), and (ii) a Series
2005-1 Supplement dated as of February 25, 2005 (such supplement, as may be
amended or modified, is herein called the “Series
2005-1 Supplement”) among
the Company, the Trustee and The Bank of New York, as Series 2005-1 Agent. The
Base Indenture and the Series 2005-1 Supplement are referred to herein as the
“Indenture”. The
Class A-2 Notes are subject to all terms of the Indenture. All terms used in
this Class A-2 Note that are defined in the Indenture shall have the meanings
assigned to them in or pursuant to the Indenture.

 

The Class
A-2 Notes are and will be equally and ratably secured by the Series 2005-1
Collateral pledged as security therefor as provided in the
Indenture.

 

Principal
of the Class A-2 Notes will be payable on each Distribution Date specified in
and in the amounts described in the Indenture. “Distribution
Date” means
the 20th day of each month, or, if any such date is not a Business Day, the next
succeeding Business Day, commencing March 21, 2005.

 

Commencing
on the Distribution Date following the second Determination Date during the
Class A-2 Controlled Amortization Period or the first Determination Date after
the commencement of the Series 2005-1 Rapid Amortization Period, payments with
respect to principal will be made on the Class A-2 Notes. As described above,
the entire unpaid principal amount of this Class A-2 Note shall be due and
payable on the Class A-2 Final Distribution Date. Notwithstanding the foregoing,
if an Amortization Event, Liquidation Event of Default, Waiver Event or Series
2005-1 Limited Liquidation Event of Default shall have occurred and be
continuing then, in certain circumstances, principal on the Class A-2 Notes may
be paid earlier, as described in the Indenture. All principal payments on the
Class A-2 Notes shall be made pro rata to the
Noteholders entitled thereto.

 

Payments
of interest on this Class A-2 Note due and payable on each Distribution Date,
together with the installment of principal then due, if any, to the extent not
in full payment of this Class A-2 Note, shall be made by wire transfer for
credit to the account designated by the Holder of record of this Class A-2 Note
(or one or more predecessor Class A-2 Notes) on the Note Register as of the
close of business on each Record Date, except that with respect to Class A-2
Notes registered on the Record Date in the name of the nominee of the Clearing
Agency (initially, such nominee to be Cede & Co.), payments will be made by
wire transfer in immediately available funds to the account designated by such
nominee. Any reduction in the principal amount of this Class A-2 Note (or any
one or more predecessor Class A-2 Notes) effected by any 

 




















 
Exhibit
A-2-3

Page
6

 


payments
made on any Distribution Date shall be binding upon all future Holders of this
Class A-2 Note and of any Class A-2 Note issued upon the registration of
transfer hereof or in exchange hereof or in lieu hereof, whether or not noted
thereon.

 

The
Company shall pay interest on overdue installments of interest at the Class A-2
Note Rate to the extent lawful.

 

As
provided in the Indenture, the Class A-2 Notes may be redeemed, in whole, but
not in part, at the option of the Company on any Distribution Date if on such
Distribution Date the Class A-2 Invested Amount is less than or equal to 10% of
the Class A-2 Initial Invested Amount. The purchase price for such repurchase of
the Class A-2 Notes shall equal the aggregate outstanding principal balance of
such Class A-2 Notes (determined after giving effect to any payment of principal
and interest on such Distribution Date), plus accrued
and unpaid interest on such outstanding Class A-2 Invested Amount.

 

As
provided in the Indenture and subject to certain limitations set forth therein,
the transfer of this Class A-2 Note may be registered on the Note Register upon
surrender of this Class A-2 Note for registration of transfer at the office or
agency designated by the Company pursuant to the Indenture, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Trustee duly executed by, the Holder hereof or his attorney duly authorized in
writing, with such signature guaranteed by an “Eligible
Guarantor Institution” (as
defined in Rule 17Ad-15 under the Exchange Act), and such other documents as the
Trustee may reasonably require, and thereupon one or more new Class A-2 Notes of
authorized denominations in the same aggregate principal amount will be issued
to the designated transferee or transferees. No service charge will be charged
for any registration of transfer or exchange of this Class A-2 Note, but the
transferor may be required to pay a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any such registration
of transfer or exchange.

 

Each
Noteholder or Note Owner by acceptance of a Class A-2 Note or, in the case of a
Note Owner, a beneficial interest in a Class A-2 Note, covenants and agrees that
no recourse may be taken, directly or indirectly, with respect to the
obligations of the Company, Original AESOP, AESOP Leasing, AESOP Leasing II,
ARAC, BRAC, CCRG or the Trustee on the Class A-2 Notes or under the Indenture or
any certificate or other writing delivered in connection therewith, against (i)
the Trustee, Original AESOP, AESOP Leasing, AESOP Leasing II, ARAC, BRAC or
CCRG, in its individual capacity, (ii) any owner of a beneficial interest in the
Company or (iii) any partner, owner, beneficiary, agent, officer, director or
employee of the Trustee, Original AESOP, AESOP Leasing, AESOP Leasing II, ARAC,
BRAC or CCRG, in its individual capacity, any holder of a beneficial interest in
the Company, Original AESOP, AESOP Leasing, AESOP Leasing II, ARAC, BRAC, CCRG
or the Trustee or of any successor or assign of Original AESOP, AESOP Leasing,
AESOP Leasing II, ARAC, BRAC, CCRG or the Trustee, in its individual capacity,
except (a) as any such Person may have expressly agreed and (b) any such
partner, owner or beneficiary shall be fully liable, to the extent provided by
applicable law, for any unpaid consideration for stock, unpaid capital
contribution or failure to pay any installment or call owing to such entity;
provided,
however, that
nothing contained 

 




















 
Exhibit
A-2-3

Page
7


 

herein
shall be taken to prevent recourse to, and enforcement against, the assets of
the Company for any and all liabilities, obligations and undertakings contained
in the Indenture or in this Class A-2 Note, subject to Section 13.18 of the Base
Indenture.

 

Each
Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note
Owner, a beneficial interest in a Note, covenants and agrees that by accept-ing
the benefits of the Indenture that such Noteholder or Note Owner, as the case
may be, will not for a period of one year and one day following payment in full
of all Notes institute against the Company, or join in any institution against
the Company of, any bankruptcy, reorganization, arrangement, insolvency or
liquidation proceedings under any United States Federal or state bankruptcy or
similar law in connection with any obligations relating to the Notes, the
Indenture or the Related Documents.

 

Prior to
the due presentment for registration of transfer of this Class A-2 Note, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Class A-2 Note (as of the day of determination or as
of such other date as may be specified in the Indenture) is registered as the
owner hereof for all purposes, whether or not this Class A-2 Note be overdue,
and neither the Company, the Trustee nor any such agent shall be affected by
notice to the contrary.

 

It is the
intent of the Company, each Noteholder and each Note Owner that, for Federal,
state and local income and franchise tax purposes only, the Class A-2 Notes will
evidence indebtedness of the Company secured by the Series 2005-1 Collateral.
Each Noteholder and each Note Owner, by the acceptance of this Class A-2 Note,
agrees to treat this Class A-2 Note for Federal, state and local income and
franchise tax purposes as indebtedness of the Company.

 

Each
Holder of this Note shall provide to the Trustee at least annually an
appropriate statement (on Internal Revenue Service Form W-8 or suitable
substitute) with respect to United States federal income tax and withholding
tax, signed under penalties of perjury, certifying that the beneficial owner of
this Note is a non-U.S. person and providing the Noteholder’s name and address.
If the information provided in the statement changes, the Noteholder shall so
inform the Trustee within 30 days of such change.

 

The
Indenture permits, with certain exceptions as therein provided, the amendment
thereof and the modification of the rights and obligations of the Company and
the rights of the Holders of the Series 2005-1 Notes under the Indenture at any
time by the Company with the consent of the Holders of Series 2005-1 Notes
representing more than 50% in principal amount of the aggregate outstanding
amount of the Series 2005-1 Notes which are affected by such amendment or
modification. The Indenture also contains provisions permitting the Holders of
Series 2005-1 Notes representing specified percentages of the aggregate
outstanding amount of the Series 2005-1 Notes, on behalf of the Holders of all
the Series 2005-1 Notes, to waive compliance by the Company with certain
provisions of the Indenture and certain past defaults under the Indenture and
their consequences. Any such consent or waiver by the Holder of this Class A-2
Note (or any one or more predecessor Class A-2 Notes) shall be conclusive and
bind-ing upon such Holder and upon all future Holders of this Class A-2 Note and
of any Class A-2 Note issued 

 




















 
Exhibit
A-2-3

Page
8


 

upon the
registration of transfer hereof or in exchange hereof or in lieu hereof whether
or not notation of such consent or waiver is made upon this Class A-2 Note. The
Indenture also permits the Trustee to amend or waive certain terms and
condi-tions set forth in the Indenture without the consent of Holders of the
Series 2005-1 Notes issued thereunder.

 

The term
“Company” as used in this Class A-2 Note includes any successor to the Company
under the Indenture.

 

The Class
A-2 Notes are issuable only in registered form in denominations as provided in
the Indenture, subject to certain limitations set forth therein.

 

This
Class A-2 Note and the Indenture shall be construed in accordance with the law
of the State of New York and the obligations, rights and remedies of the parties
hereunder and thereunder shall be determined in accordance with such
law.

 

No
reference herein to the Indenture and no provision of this Class A-2 Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this Class
A-2 Note at the times, place, and rate, and in the coin or currency herein
prescribed.

 

Interests
in this Permanent Global Note will be transferable in accordance with the rules
and procedures for the time being of Clearstream Banking, société anonyme
(“Clearstream”), or
Euroclear Bank S.A./N.V., as operator of the Euroclear System (“Euroclear”). Each
person who is shown in the records of Euroclear and Clearstream as entitled to a
particular number of Class A-2 Notes by way of an interest in this Permanent
Global Note will be treated by the Trustee and any paying agent as the holder of
such number of Class A-2 Notes. For purposes of this Permanent Global Note, the
securities account re-cords of Euroclear or Clearstream shall, in the absence of
manifest error, be conclusive evidence of the identity of the holders of Class
A-2 Notes and of the principal amount of Class A-2 Notes represented by this
Permanent Global Note credited to the securities accounts of such holders of
Class A-2 Notes. Any statement issued by Euroclear or Clearstream to any holder
relating to a specified Class A-2 Note or Class A-2 Notes credited to the
securities account of such holder and stating the principal amount of such Class
A-2 Note or Class A-2 Notes and certified by Euroclear or Clearstream to be a
true record of such securities account shall, in the absence of manifest error,
be conclusive evidence of the records of Euroclear or Clearstream for the
purposes of the next preceding sentence (but without prejudice to any other
means of producing such records in evidence). Notwithstanding any provision to
the contrary contained in this Permanent Global Note, the Company irrevocably
agrees, for the benefit of such holder and its successors and assigns, that,
subject to the provisions of the Indenture, each holder or its successors or
assigns may file any claim, take any action or institute any proceed-ing to
enforce, directly against the Company, the obligation of the Company hereunder
to pay any amount due in respect of each Class A-2 Note represented by this
Permanent Global Note which is credited to such holder’s securities ac-count
with Euroclear or Clearstream without the production of this Permanent Global
Note.

 




















 
Exhibit
A-2-3

Page
9


Interests
in this Permanent Global Note may be exchanged for Definitive Notes subject to
the provisions of the Indenture.

 























 

 
Exhibit
A-3-1

Page
1




 

FORM
OF RESTRICTED GLOBAL CLASS A-3 NOTE

 

REGISTERED

$___________* 

No.
R-_____

 

 

SEE
REVERSE FOR CERTAIN CONDITIONS

 

CUSIP
(CINS) NO. 15132C AD 4

ISIN
NUMBER : US15132CAD48

 




 

THIS
SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES
ACT”) OR ANY
STATE SECURITIES OR “BLUE SKY” LAWS. THE HOLDER HEREOF, BY PURCHASING THIS CLASS
A-3 NOTE, AGREES FOR THE BENEFIT OF CENDANT RENTAL CAR FUNDING (AESOP) LLC (THE
“COMPANY”) THAT
THIS CLASS A-3 NOTE IS BEING ACQUIRED FOR ITS OWN ACCOUNT AND NOT WITH A VIEW TO
DISTRIBUTION AND MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (1) TO THE
COMPANY (UPON REDEMPTION THEREOF OR OTHERWISE), (2) TO A PERSON THE TRANSFEROR
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A
UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE
144A, (3) OUTSIDE THE UNITED STATES TO A NON-U.S. PERSON (AS SUCH TERM IS
DEFINED IN REGULATION S OF THE SECURITIES ACT) IN A TRANSACTION IN COMPLIANCE
WITH REGULATION S OF THE SECURITIES ACT, OR (4) IN A TRANSACTION COMPLYING WITH
OR EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES
OR ANY OTHER JURISDICTION. EACH SUCH TRANSFER SHALL BE IN ACCORDANCE WITH THE
BASE INDENTURE, ANY APPLICABLE SUPPLEMENT AND ALL APPLICABLE SECURITIES LAWS.
THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER
FROM IT OF THE RESALE RESTRICTIONS SET FORTH ABOVE.

 

EXCEPT AS
OTHERWISE PROVIDED IN SECTION 2.9 OF THE BASE INDENTURE, THIS CLASS A-3 NOTE MAY
BE TRANSFERRED, IN WHOLE BUT NOT IN PART, ONLY TO ANOTHER NOMINEE OF THE
CLEARING AGENCY OR TO A SUCCESSOR CLEARING AGENCY OR TO A NOMINEE OF SUCH
SUCCESSOR CLEAR-

 








* Denominations
of $1,000,000 and integral multiples of $200,000.

























Exhibit
A-3-1

Page
2

 


ING
AGENCY. UNLESS THIS CLASS A-3 NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO
CENDANT RENTAL CAR FUNDING (AESOP) LLC OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CLASS A-3 NOTE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC),
ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.

 

THE
PRINCIPAL OF THIS CLASS A-3 NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN.
ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS CLASS A-3 NOTE AT ANY TIME
MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

 

 

CENDANT
RENTAL CAR FUNDING (AESOP) LLC

 

SERIES
2005-1 FLOATING RATE RENTAL CAR ASSET 

 

BACKED
NOTES, CLASS A-3

 

CENDANT
RENTAL CAR FUNDING (AESOP) LLC, a Delaware limited liability company (herein
referred to as the “Company”), for
value received, hereby promises to pay to Cede & Co., or registered assigns,
the principal sum of [_______] MILLION DOLLARS, which amount shall be payable in
the amounts and at the times set forth in the Indenture, provided,
however, that
the entire unpaid principal amount of this Class A-3 Note shall be due on the
Class A-3 Final Distribution Date, which is the April 2011 Distribution Date.
However, principal with respect to the Class A-3 Notes may be paid earlier or
later under certain limited circumstances described in the Indenture. The
Company will pay interest on this Class A-3 Note at the Class A-3 Note Rate.
Such interest shall be payable on each Distribution Date until the principal of
this Class A-3 Note is paid or made available for payment. Interest on this
Class A-3 Note will accrue for each Distribution Date from the most recent
Distribution Date on which interest has been paid to but excluding such
Distribution Date or, if no interest has yet been paid, from February 25, 2005.
Interest with respect to the Class A-3 Notes will be calculated in the manner
provided in the Indenture. Such principal of and interest on this Class A-3 Note
shall be paid in the manner specified on the reverse hereof.

 

The
principal of and interest on this Class A-3 Note are payable in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts. All payments made by the Company
with respect to this Class A-3 Note shall be applied first to interest due and
payable on this Class A-3 Note as provided above and then to the unpaid
principal of this Class A-3 Note. This Class A-3 Note does not represent an
interest in, or an obligation of Original AESOP, AESOP Leasing, AESOP Leasing
II, ARAC, 

 





















Exhibit
A-3-1

Page
3


 

BRAC,
CCRG or any affiliate of Original AESOP, AESOP Leasing, AESOP Leasing II, ARAC,


 

Interests
in this Note are exchangeable or transferable in whole or in part for interests
in a Restricted Global Note if this Note is a Temporary Global Note, or for
interests in a Temporary Global Note or a Permanent Global Note if this Note is
a Restricted Global Note (each as defined in the Base Indenture), in each case
of the same Series and Class, provided that such transfer or exchange complies
with Article 2 of the Base Indenture. Interests in this Note may be exchangeable
in whole or in part for duly executed and issued definitive registered Notes if
so provided in Article 2 of the Base Indenture, with the applicable legends as
marked therein, subject to the provisions of the Base Indenture.

 

Reference
is made to the further provisions of this Class A-3 Note set forth on the
reverse hereof, which shall have the same effect as though fully set forth on
the face of this Class A-3 Note. Although a summary of certain provisions of the
Indenture are set forth below and on the reverse hereof and made a part hereof,
this Class A-3 Note does not purport to summarize the Indenture and reference is
made to the Indenture for information with respect to the interests, rights,
benefits, obligations, proceeds and duties evidenced hereby and the rights,
duties and obligations of the Company, Original AESOP, AESOP Leasing, AESOP
Leasing II, CCRG, ARAC, BRAC and the Trustee. A copy of the Indenture may be
requested from the Trustee by writing to the Trustee at: The Bank of New York,
c/o BNY Midwest Trust Company, 2 North LaSalle Street, 10th Floor,
Chicago, Illinois 60602. To the extent not defined herein, the capitalized terms
used herein have the meanings ascribed to them in the Indenture.

 

Unless
the certificate of authentication hereon has been executed by the Trustee whose
name appears below by manual signature, this Class A-3 Note shall not be
entitled to any benefit under the Indenture referred to on the reverse hereof,
or be valid or obligatory for any purpose.

 
























Exhibit
A-3-1

Page
4


IN
WITNESS WHEREOF, the Company has caused this instrument to be signed, manually
or in facsimile, by its Authorized Officer.

 




 


	
       

       

      Date:
	 	
      CENDANT
      RENTAL CAR FUNDING (AESOP) LLC

       

      By:

	 	 	
      Name:

      Title:







 




 

 

TRUSTEE’S
CERTIFICATE OF AUTHENTICATION

 

This is
one of the Class A-3 Notes of the Series 2005-1 Notes, a series issued under the
within-mentioned Indenture.

 




 


	 	 	
      THE
      BANK OF NEW YORK, as Trustee

       

      By:

	 	 	
      Authorized
      Signatory




 






















Exhibit
A-3-1

Page
5



 




[REVERSE
OF CLASS A-3 NOTE]

 

This
Class A-3 Note is one of a duly authorized issue of Class A-3 Notes of the
Company, designated as its Series 2005-1 Floating Rate Rental Car Asset Backed
Notes, Class A-3 (herein called the “Class
A-3-Notes”), all
issued under (i) a Second Amended and Restated Base Indenture, dated as of June
3, 2004 (such Base Indenture, as amended, supplemented or modified in accordance
with its terms exclusive of any Supplements thereto creating a new Series of
Notes, is herein called the “Base Indenture”), between the Company and The Bank
of New York, as trustee (the “Trustee”, which
term includes any successor Trustee under the Base Indenture), and (ii) a Series
2005-1 Supplement dated as of February 25, 2005 (such supplement, as may be
amended or modified, is herein called the “Series
2005-1 Supplement”) among
the Company, the Trustee and The Bank of New York, as Series 2005-1 Agent. The
Base Indenture and the Series 2005-1 Supplement are referred to herein as the
“Indenture”. The
Class A-3 Notes are subject to all terms of the Indenture. All terms used in
this Class A-3 Note that are defined in the Indenture shall have the meanings
assigned to them in or pursuant to the Indenture.

 

The Class
A-3 Notes are and will be equally and ratably secured by the Series 2005-1
Collateral pledged as security therefor as provided in the
Indenture.

 

Principal
of the Class A-3 Notes will be payable on each Distribution Date specified in
and in the amounts described in the Indenture. “Distribution
Date” means
the 20th day of each month, or, if any such date is not a Business Day, the next
succeeding Business Day, commencing March 21, 2005.

 

Commencing
on the Distribution Date following the second Determination Date during the
Class A-3 Controlled Amortization Period or the first Determination Date after
the commencement of the Series 2005-1 Rapid Amortization Period, payments with
respect to principal will be made on the Class A-3 Notes. As described above,
the entire unpaid principal amount of this Class A-3 Note shall be due and
payable on the Class A-3 Final Distribution Date. Notwithstanding the foregoing,
if an Amortization Event, Liquidation Event of Default, Waiver Event or Series
2005-1 Limited Liquidation Event of Default shall have occurred and be
continuing then, in certain circumstances, principal on the Class A-3 Notes may
be paid earlier, as described in the Indenture. All principal payments on the
Class A-3 Notes shall be made pro rata to the
Noteholders entitled thereto.

 

Payments
of interest on this Class A-3 Note due and payable on each Distribution Date,
together with the installment of principal then due, if any, to the extent not
in full payment of this Class A-3 Note, shall be made by wire transfer for
credit to the account designated by the Holder of record of this Class A-3 Note
(or one or more predecessor Class A-3 Notes) on the Note Register as of the
close of business on each Record Date, except that with respect to Class A-3
Notes registered on the Record Date in the name of the nominee of the Clearing
Agency (initially, such nominee to be Cede & Co.), payments will be made by
wire transfer in immediately available funds to the account designated by such
nominee. Any reduction in the principal amount of this Class A-3 Note (or any
one or more predecessor Class A-3 Notes) effected by any 

 






















Exhibit
A-3-1

Page
6



 

payments
made on any Distribution Date shall be binding upon all future Holders of this
Class A-3 Note and of any Class A-3 Note issued upon the registration of
transfer hereof or in exchange hereof or in lieu hereof, whether or not noted
thereon.

 

The
Company shall pay interest on overdue installments of interest at the Class A-3
Note Rate to the extent lawful.

 

As
provided in the Indenture, the Class A-3 Notes may be redeemed, in whole, but
not in part, at the option of the Company on any Distribution Date if on such
Distribution Date the Class A-3 Invested Amount is less than or equal to 10% of
the Class A-3 Initial Invested Amount. The purchase price for such repurchase of
the Class A-3 Notes shall equal the aggregate outstanding principal balance of
such Class A-3 Notes (determined after giving effect to any payment of principal
and interest on such Distribution Date), plus accrued and unpaid interest on
such outstanding Class A-3 Invested Amount.

 

As
provided in the Indenture and subject to certain limitations set forth therein,
the transfer of this Class A-3 Note may be registered on the Note Register upon
surrender of this Class A-3 Note for registration of transfer at the office or
agency designated by the Company pursuant to the Indenture, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Trustee duly executed by, the Holder hereof or his attorney duly authorized in
writing, with such signature guaranteed by an “Eligible
Guarantor Institution” (as
defined in Rule 17Ad-15 under the Exchange Act), and such other documents as the
Trustee may reasonably require, and thereupon one or more new Class A-3 Notes of
authorized denominations in the same aggregate principal amount will be issued
to the designated transferee or transferees. No service charge will be charged
for any registration of transfer or exchange of this Class A-3 Note, but the
transferor may be required to pay a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any such registration
of transfer or exchange.

 

Each
Noteholder or Note Owner by acceptance of a Class A-3 Note or, in the case of a
Note Owner, a beneficial interest in a Class A-3 Note, covenants and agrees that
no recourse may be taken, directly or indirectly, with respect to the
obligations of the Company, Original AESOP, AESOP Leasing, AESOP Leasing II,
ARAC, BRAC, CCRG or the Trustee on the Class A-3 Notes or under the Indenture or
any certificate or other writing delivered in connection therewith, against (i)
the Trustee, Original AESOP, AESOP Leasing, AESOP Leasing II, ARAC, BRAC or
CCRG, in its individual capacity, (ii) any owner of a beneficial interest in the
Company or (iii) any partner, owner, beneficiary, agent, officer, director or
employee of the Trustee, Original AESOP, AESOP Leasing, AESOP Leasing II, ARAC,
BRAC or CCRG, in its individual capacity, any holder of a beneficial interest in
the Company, Original AESOP, AESOP Leasing, AESOP Leasing II, ARAC, BRAC, CCRG
or the Trustee or of any successor or assign of Original AESOP, AESOP Leasing,
AESOP Leasing II, ARAC, BRAC, CCRG or the Trustee, in its individual capacity,
except (a) as any such Person may have expressly agreed and (b) any such
partner, owner or beneficiary shall be fully liable, to the extent provided by
applicable law, for any unpaid consideration for stock, unpaid capital
contribution or failure to pay any installment or call owing to such entity;
provided,
however, that
nothing contained 

 






















Exhibit
A-3-1

Page
7



 

herein
shall be taken to prevent recourse to, and enforcement against, the assets of
the Company for any and all liabilities, obligations and undertakings contained
in the Indenture or in this Class A-3 Note, subject to Section 13.18 of the Base
Indenture.

 

Each
Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note
Owner, a beneficial interest in a Note, covenants and agrees that by accept-ing
the benefits of the Indenture that such Noteholder or Note Owner, as the case
may be, will not for a period of one year and one day following payment in full
of all Notes institute against the Company, or join in any institution against
the Company of, any bankruptcy, reorganization, arrangement, insolvency or
liquidation proceedings under any United States Federal or state bankruptcy or
similar law in connection with any obligations relating to the Notes, the
Indenture or the Related Documents.

 

Prior to
the due presentment for registration of transfer of this Class A-3 Note, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Class A-3 Note (as of the day of determination or as
of such other date as may be specified in the Indenture) is registered as the
owner hereof for all purposes, whether or not this Class A-3 Note be overdue,
and neither the Company, the Trustee nor any such agent shall be affected by
notice to the contrary.

 

It is the
intent of the Company, each Noteholder and each Note Owner that, for Federal,
state and local income and franchise tax purposes only, the Class A-3 Notes will
evidence indebtedness of the Company secured by the Series 2005-1 Collateral.
Each Noteholder and each Note Owner, by the acceptance of this Class A-3 Note,
agrees to treat this Class A-3 Note for Federal, state and local income and
franchise tax purposes as indebtedness of the Company.

 

The
Indenture permits, with certain exceptions as therein provided, the amend-ment
thereof and the modification of the rights and obligations of the Company and
the rights of the Holders of the Series 2005-1 Notes under the Indenture at any
time by the Company with the consent of the Holders of Series 2005-1 Notes
representing more than 50% in principal amount of the aggregate outstanding
amount of the Series 2005-1 Notes which are affected by such amend-ment or
modification. The Indenture also contains provisions permitting the Holders of
Series 2005-1 Notes representing specified percentages of the aggregate
outstanding amount of the Series 2005-1 Notes, on behalf of the Holders of all
the Series 2005-1 Notes, to waive compliance by the Company with certain
provisions of the Indenture and certain past defaults under the Indenture and
their consequences. Any such consent or waiver by the Holder of this Class A-3
Note (or any one or more predecessor Class A-3 Notes) shall be conclusive and
binding upon such Holder and upon all future Holders of this Class A-3 Note and
of any Class A-3 Note issued upon the registration of transfer hereof or in
exchange hereof or in lieu hereof whether or not notation of such consent or
waiver is made upon this Class A-3 Note. The Indenture also permits the Trustee
to amend or waive certain terms and conditions set forth in the Indenture
without the consent of Holders of the Series 2005-1 Notes issued
thereunder.

 

The term
“Company” as used in this Class A-3 Note includes any successor to the Company
under the Indenture.

 






















Exhibit
A-3-1

Page
8

 



The Class
A-3 Notes are issuable only in registered form in denominations as provided in
the Indenture, subject to certain limitations set forth therein.

 

This
Class A-3 Note and the Indenture shall be construed in accordance with the law
of the State of New York and the obligations, rights and remedies of the parties
hereunder and thereunder shall be determined in accordance with such
law.

 

No
reference herein to the Indenture and no provision of this Class A-3 Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this Class
A-3 Note at the times, place, and rate, and in the coin or currency herein
prescribed.

 

Interests
in this Restricted Global Note may be exchanged for Definitive Notes, subject to
the provisions of the Indenture.

 





















Exhibit
A-3-1

Page
9





ASSIGNMENT

 

Social
Security or taxpayer I.D. or other identifying number of assignee

 

 








 



 

FOR VALUE
RECEIVED, the undersigned hereby sells, assigns and transfers unto

 

____________________________________________________________________________

(name and
address of assignee)

 

the
within Class A-3 Note and all rights thereunder, and hereby irrevocably
constitutes and appoints _________________________, attorney, to transfer said
Class A-3 Note on the books kept for registration thereof, with full power of
substitution in the premises.

 




 


	
       

       

      Dated:
	 	
       

       

      By:                                                                                                  
      2

	 	 	
      Signature
      Guaranteed:

	 	 	 
	 	 	 







 










2 NOTE: The
signature to this assignment must correspond with the name of the registered
owner as it appears on the face of the within Note, without alteration,
enlargement or any change whatsoever.

 

 

























 






		 	 	
      Exhibit
      A-3-2

      to

      Series 2005-1

      Supplement




 





FORM
OF TEMPORARY GLOBAL CLASS A-3 NOTE

 

REGISTERED

$___________* * 

No.
R-

 

 

SEE
REVERSE FOR CERTAIN CONDITIONS

 

 

CUSIP
(CINS) NO. U13475 AD 7

 

 

ISIN NO.
USU13475AD72

 

THIS NOTE
IS A TEMPORARY GLOBAL NOTE, WITHOUT COUPONS, EXCHANGEABLE FOR A PERMANENT GLOBAL
NOTE WHICH IS, UNDER CERTAIN CIRCUMSTANCES, IN TURN, EXCHANGEABLE FOR DEFINITIVE
NOTES WITHOUT COUPONS. THE RIGHTS ATTACHING TO THIS TEMPORARY GLOBAL NOTE, AND
THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE, ARE AS SPECIFIED IN THE
INDENTURE (AS DEFINED HEREIN).

 

THIS
SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES
ACT”) OR ANY
STATE SECURI-TIES OR “BLUE SKY” LAWS. THE HOLDER HEREOF, BY PURCHASING THIS
CLASS A-3 NOTE, AGREES FOR THE BENEFIT OF CENDANT RENTAL CAR FUNDING (AESOP) LLC
(THE “COM-PANY”) THAT
THIS CLASS A-3 NOTE IS BEING ACQUIRED FOR ITS OWN AC-COUNT AND NOT WITH A VIEW
TO DISTRIBUTION AND MAY BE RESOLD, PLEDGED OR OTHER-WISE TRANSFERRED ONLY (1) TO
THE COMPANY (UPON REDEMPTION THEREOF OR OTHERWISE), (2) TO A PERSON THE
TRANSFEROR REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN
RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF
RULE 144A, (3) OUTSIDE THE UNITED STATES TO A NON-U.S. PERSON (AS SUCH TERM IS
DEFINED IN REGULATION S OF THE SECURITIES ACT) IN A TRANSACTION IN COMPLIANCE
WITH REGULATION S OF THE SECURITIES ACT, OR (4) IN A
TRANS-AC-TION COMPLYING WITH OR EXEMPT FROM THE REGIS-TRATION REQUIRE-MENTS OF
THE SECURITIES ACT AND IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY
STATE OF THE UNITED STATES OR ANY OTHER JURIS-DIC-TION. EACH SUCH TRANSFER SHALL
BE IN ACCORDANCE 


 










** Denominations
of $1,000,000 and integral multiples of $200,000.


























Exhibit
A-3-2

Page
2




 

 

WITH THE
BASE INDENTURE, ANY APPLICABLE SUPPLEMENT AND ALL APPLI-CABLE SECURITIES LAWS.
THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER
FROM IT OF THE RESALE RESTRIC-TIONS SET FORTH ABOVE.


 

EXCEPT AS
OTHERWISE PROVIDED IN SECTION 2.9 OF THE BASE INDENTURE, THIS CLASS A-3 NOTE MAY
BE TRANS-FERRED, IN WHOLE BUT NOT IN PART, ONLY TO ANOTHER NOMINEE OF THE
CLEARING AGENCY OR TO A SUCCESSOR CLEARING AGENCY OR TO A NOMINEE OF SUCH
SUCCESSOR CLEAR-ING AGENCY. UNLESS THIS CLASS A-3 NOTE IS PRESENTED BY AN
AUTHO-RIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPO-RA-TION (“DTC”), TO
CENDANT RENTAL CAR FUNDING (AESOP) LLC OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CLASS A-3 NOTE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS RE-QUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC),
ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHER-WISE BY OR TO ANY
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.

 

THE
PRINCIPAL OF THIS CLASS A-3 NOTE IS PAYABLE IN INSTALL-MENTS AS SET FORTH
HEREIN. ACCORD-INGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS CLASS A-3 NOTE AT
ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

 

INTERESTS
IN THIS TEMPORARY GLOBAL NOTE MAY ONLY BE HELD BY NON-U.S. PERSONS AS SUCH TERM
IS DEFINED IN REGULATION S OF THE SECURITIES ACT, AND MAY ONLY BE HELD IN
BOOK-ENTRY FORM THROUGH EUROCLEAR OR CLEARSTREAM.

 

 

CENDANT
RENTAL CAR FUNDING (AESOP) LLC

 

SERIES
2005-1 FLOATING RATE RENTAL CAR 

 

ASSET
BACKED NOTES, CLASS A-3

 

CENDANT
RENTAL CAR FUNDING (AESOP) LLC, a Delaware limited liability company (herein
re-ferred to as the “Company”), for
value received, hereby promises to pay to Cede & Co., or regis-tered
assigns, the principal sum of [_______] MILLION DOLLARS (or such lesser amount
as shall be the outstanding principal amount of this Temporary Global Note shown
in Schedule A hereto), which amount shall be payable in the amounts and at the
times set forth in the Indenture, provided,
however, that
the entire unpaid principal amount of this Class A-3 Note shall be due on the
Class A-3 Final Distribution Date, which is the April 2011 Distribution Date.
However, principal with respect to the Class A-3 Notes may be paid earlier or
later under certain limited circumstances described in the Indenture. The
Company 

 




















 
Exhibit
A-3-2

Page
3


 

will pay
interest on this Class A-3 Note at the Class A-3 Note Rate. Such interest shall
be payable on each Distribution Date until the principal of this Class A-3 Note
is paid or made available for payment. Interest on this Class A-3 Note will
accrue for each Distribution Date from the most recent Distribution Date on
which interest has been paid to but excluding such Distribution Date or, if no
inter-est has yet been paid, from February 25, 2005. Interest with respect to
the Class A-3 Notes will be calcu-lated in the manner provided in the Indenture.
Such principal of and interest on this Class A-3 Note shall be paid in the
manner specified on the reverse hereof.

 

The
principal of and interest on this Class A-3 Note are payable in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts. All payments made by the Company
with respect to this Class A-3 Note shall be applied first to interest due and
payable on this Class A-3 Note as provided above and then to the unpaid
principal of this Class A-3 Note. This Class A-3 Note does not represent an
interest in, or an obligation of Original AESOP, AESOP Leasing, AESOP Leasing
II, ARAC, BRAC, CCRG or any affiliate of Original AESOP, AESOP Leasing, AESOP
Leasing II, ARAC, BRAC or CCRG other than the Company.

 

Interests
in this Note are exchangeable or transferable in whole or in part for inter-ests
in a Restricted Global Note if this Note is a Temporary Global Note, or for
interests in a Temporary Global Note or a Permanent Global Note if this Note is
a Restricted Global Note (each as defined in the Base Indenture), in each case
of the same Series and Class, provided that such trans-fer or exchange complies
with Article 2 of the Base Indenture. Interests in this Note may be exchangeable
in whole or in part for duly executed and issued definitive registered Notes if
so provided in Article 2 of the Base Indenture, with the applicable legends as
marked therein, subject to the provisions of the Base Indenture.

 

Reference
is made to the further provisions of this Class A-3 Note set forth on the
reverse hereof, which shall have the same effect as though fully set forth on
the face of this Class A-3 Note. Although a summary of certain provisions of the
Indenture are set forth below and on the reverse hereof and made a part hereof,
this Class A-3 Note does not purport to summarize the Indenture and reference is
made to the Indenture for information with respect to the interests, rights,
benefits, obligations, proceeds and duties evi-denced hereby and the rights,
duties and obligations of the Company, Original AESOP, AESOP Leasing, AESOP
Leasing II, CCRG, ARAC, BRAC and the Trustee. A copy of the Indenture may be
requested from the Trustee by writing to the Trustee at: The Bank of New York,
c/o BNY Midwest Trust Company, 2 North LaSalle Street, 10th Floor,
Chicago, Illinois 60602. To the extent not defined herein, the capitalized terms
used herein have the meanings ascribed to them in the Indenture.

 

Unless
the certificate of authentication hereon has been executed by the Trustee whose
name appears below by manual signature, this Class A-3 Note shall not be
entitled to any benefit under the Indenture referred to on the reverse hereof,
or be valid or obligatory for any purpose.

 

 




















 
Exhibit
A-3-2

Page
4



IN
WITNESS WHEREOF, the Company has caused this instrument to be signed, manually
or in facsimile, by its Authorized Officer.

 


	
       

       

      Date:
	 	
      CENDANT
      RENTAL CAR FUNDING (AESOP) LLC

       

      By:

	 	 	
      Name:

      Title:







 

 

TRUSTEE’S
CERTIFICATE OF AUTHENTICATION

 

This is
one of the Class A-3 Notes of the Series 2005-1 Notes, a series issued under the
within-mentioned Indenture.

 


	 	 	
      THE
      BANK OF NEW YORK, as Trustee

       

      By:

	 	 	
      Authorized
      Signatory







 




















 
Exhibit
A-3-2

Page
5


 

[REVERSE
OF CLASS A-3 NOTE]

 

This
Class A-3 Note is one of a duly autho-rized issue of Class A-3 Notes of the
Company, desig-nated as its Series 2005-1 Floating Rate Rental Car Asset Backed
Notes, Class A-3 (herein called the “Class
A-3 Notes”), all
issued under (i) a Second Amended and Restated Base Indenture, dated as of June
3, 2004 (such Base Indenture, as amended, supplemented or modified in accordance
with its terms exclusive of any Supplements thereto creating a new Series of
Notes, is herein called the “Base
Indenture”),
between the Company and The Bank of New York, as trustee (the “Trustee”, which
term includes any successor Trustee under the Base Indenture), and (ii) a Series
2005-1 Supplement dated as of February 25, 2005 (such supplement, as may be
amended or modified, is herein called the “Series
2005-1 Supplement”) among
the Com-pany, the Trustee and The Bank of New York, as Series 2005-1 Agent. The
Base Inden-ture and the Series 2005-1 Supplement are referred to herein as the
“Indenture”. The
Class A-3 Notes are subject to all terms of the Indenture. All terms used in
this Class A-3 Note that are defined in the Indenture shall have the meanings
assigned to them in or pursuant to the Inden-ture.

 

The Class
A-3 Notes are and will be equally and ratably secured by the Series 2005-1
Collateral pledged as security therefor as provided in the
Indenture.

 

Principal
of the Class A-3 Notes will be payable on each Distribution Date speci-fied in
and in the amounts described in the Indenture. “Distribution
Date” means
the 20th day of each month, or, if any such date is not a Business Day, the next
succeeding Business Day, commencing March 21, 2005.

 

Commencing
on the Distribution Date following the second Determination Date during the
Class A-3 Controlled Amortization Period or the first Determination Date after
the commencement of the Series 2005-1 Rapid Amortization Period, payments with
respect to prin-ci-pal will be made on the Class A-3 Notes. As described above,
the entire unpaid principal amount of this Class A-3 Note shall be due and
payable on the Class A-3 Final Distribution Date. Notwithstanding the foregoing,
if an Amortization Event, Liquidation Event of Default, Waiver Event or Series
2005-1 Limited Liquidation Event of Default shall have occurred and be
continu-ing then, in certain circumstances, principal on the Class A-3 Notes may
be paid earlier, as described in the Indenture. All principal payments on the
Class A-3 Notes shall be made pro rata to the
Noteholders entitled thereto.

 

Payments
of interest on this Class A-3 Note due and payable on each Distribu-tion Date,
together with the installment of principal then due, if any, to the extent not
in full pay-ment of this Class A-3 Note, shall be made by wire transfer for
credit to the account desig-nated by the Holder of record of this Class A-3 Note
(or one or more predecessor Class A-3 Notes) on the Note Register as of the
close of business on each Record Date, except that with respect to Class A-3
Notes registered on the Record Date in the name of the nominee of the Clearing
Agency (initially, such nominee to be Cede & Co.), payments will be made by
wire transfer in immedi-ately available funds to the account designated by such
nominee. Any reduction in the principal amount of this Class A-3 Note (or any
one or more predeces-sor Class A-3 Notes) effected by any 

 




















 
Exhibit
A-3-2

Page
6


 

payments
made on any Distribution Date shall be binding upon all future Holders of this
Class A-3 Note and of any Class A-3 Note issued upon the registration of
transfer hereof or in exchange hereof or in lieu hereof, whether or not noted
thereon.

 

The
Company shall pay interest on overdue installments of interest at the Class A-3
Note Rate to the extent lawful.

 

As
provided in the Indenture, the Class A-3 Notes may be redeemed, in whole, but
not in part, at the option of the Company on any Distribution Date if on such
Distribution Date the Class A-3 Invested Amount is less than or equal to 10% of
the Class A-3 Initial Invested Amount. The purchase price for such repurchase of
the Class A-3 Notes shall equal the aggregate outstanding principal balance of
such Class A-3 Notes (determined after giving effect to any payment of
princi-pal and interest on such Distribution Date), plus accrued
and unpaid interest on such outstanding Class A-3 Invested Amount.

 

As
provided in the Indenture and subject to certain limitations set forth therein,
the transfer of this Class A-3 Note may be registered on the Note Register upon
surrender of this Class A-3 Note for registration of transfer at the office or
agency desig-nated by the Company pursuant to the Indenture, duly en-dorsed by,
or accompanied by a written instrument of transfer in form satisfactory to the
Trustee duly exe-cuted by, the Holder hereof or his attorney duly authorized in
writing, with such signature guaranteed by an “Eligible
Guarantor Institution” (as
defined in Rule 17Ad-15 under the Exchange Act), and such other documents as the
Trustee may reasonably require, and thereupon one or more new Class A-3 Notes of
authorized denomina-tions in the same aggregate principal amount will be issued
to the designated transferee or trans-ferees. No service charge will be charged
for any registration of transfer or exchange of this Class A-3 Note, but the
transferor may be required to pay a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any such registration
of transfer or exchange.

 

Each
Noteholder or Note Owner by acceptance of a Class A-3 Note or, in the case of a
Note Owner, a beneficial interest in a Class A-3 Note, covenants and agrees that
no recourse may be taken, directly or indirectly, with respect to the
obligations of the Company, Original AESOP, AESOP Leasing, AESOP Leasing II,
ARAC, BRAC, CCRG or the Trustee on the Class A-3 Notes or under the Indenture or
any certificate or other writing delivered in connec-tion therewith, against (i)
the Trustee, Original AESOP, AESOP Leasing, AESOP Leasing II, ARAC, BRAC or
CCRG, in its individual capacity, (ii) any owner of a beneficial interest in the
Company or (iii) any partner, owner, beneficiary, agent, officer, director or
employee of the Trustee, Original AESOP, AESOP Leasing, AESOP Leasing II, ARAC,
BRAC or CCRG, in its individ-ual capacity, any holder of a beneficial interest
in the Company, Original AESOP, AESOP Leasing, AESOP Leasing II, ARAC, BRAC,
CCRG or the Trustee or of any successor or assign of Original AESOP, AESOP
Leasing, AESOP Leasing II, ARAC, BRAC, CCRG or the Trustee, in its individual
capacity, except (a) as any such Person may have expressly agreed and (b) any
such partner, owner or beneficiary shall be fully liable, to the extent provided
by applicable law, for any unpaid consideration for stock, unpaid capital
contribution or failure to pay any installment or call owing to such entity;
provided,
however, that
nothing contained 

 




















 
Exhibit
A-3-2

Page
7


 

herein
shall be taken to prevent recourse to, and enforcement against, the assets of
the Company for any and all liabilities, obligations and undertakings contained
in the Indenture or in this Class A-3 Note, subject to Section 13.18 of the Base
Indenture.

 

Each
Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note
Owner, a beneficial interest in a Note, covenants and agrees that by accept-ing
the benefits of the Indenture that such Noteholder or Note Owner, as the case
may be, will not for a period of one year and one day following payment in full
of all Notes institute against the Company, or join in any institution against
the Company of, any bankruptcy, reorganization, arrangement, insolvency or
liquidation proceedings under any United States Federal or state bankruptcy or
similar law in connection with any obligations relating to the Notes, the
Indenture or the Related Documents.

 

Prior to
the due presentment for registration of transfer of this Class A-3 Note, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Class A-3 Note (as of the day of determination or as
of such other date as may be specified in the Indenture) is registered as the
owner hereof for all purposes, whether or not this Class A-3 Note be overdue,
and neither the Company, the Trustee nor any such agent shall be affected by
notice to the contrary.

 

It is the
intent of the Company, each Noteholder and each Note Owner that, for Federal,
state and local income and franchise tax purposes only, the Class A-3 Notes will
evi-dence indebtedness of the Company secured by the Series 2005-1 Collateral.
Each Noteholder and each Note Owner, by the acceptance of this Class A-3 Note,
agrees to treat this Class A-3 Note for Federal, state and local income and
franchise tax purposes as indebtedness of the Company.

 

Each
Holder of this Note shall provide to the Trustee at least annually an
appro-priate statement (on Internal Revenue Service Form W-8 or suitable
substitute) with respect to United States federal income tax and withholding
tax, signed under penalties of perjury, certify-ing that the beneficial owner of
this Note is a non-U.S. person and providing the Noteholder’s name and address.
If the information provided in the statement changes, the Noteholder shall so
inform the Trustee within 30 days of such change.

 

The
Indenture permits, with certain exceptions as therein provided, the amend-ment
thereof and the modi-fication of the rights and obligations of the Company and
the rights of the Holders of the Series 2005-1 Notes under the Indenture at any
time by the Company with the consent of the Holders of Series 2005-1 Notes
represent-ing more than 50% in principal amount of the aggregate outstanding
amount of the Series 2005-1 Notes which are affected by such amendment or
modification. The Inden-ture also contains provisions permitting the Holders of
Series 2005-1 Notes representing specified percentages of the aggregate
outstanding amount of the Series 2005-1 Notes, on behalf of the Holders of all
the Series 2005-1 Notes, to waive com-pliance by the Company with certain
provisions of the Indenture and certain past defaults under the Indenture and
their consequences. Any such consent or waiver by the Holder of this Class A-3
Note (or any one or more predecessor Class A-3 Notes) shall be conclusive and
bind-ing upon such Holder and upon all future Holders of this Class A-3 Note and
of any Class A-3 Note issued 

 




















 
Exhibit
A-3-2

Page
8


 

upon the
registration of trans-fer hereof or in exchange hereof or in lieu hereof whether
or not notation of such consent or waiver is made upon this Class A-3 Note. The
Indenture also permits the Trustee to amend or waive certain terms and
condi-tions set forth in the Indenture without the consent of Holders of the
Series 2005-1 Notes issued thereunder.

 

The term
“Company” as used in this Class A-3 Note includes any successor to the Company
under the Indenture.

 

The Class
A-3 Notes are issuable only in registered form in denominations as provided in
the Indenture, subject to certain limitations set forth therein.

 

This
Class A-3 Note and the Indenture shall be construed in accordance with the law
of the State of New York and the obligations, rights and remedies of the parties
hereunder and thereunder shall be determined in accordance with such
law.

 

No
reference herein to the Indenture and no provision of this Class A-3 Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this Class
A-3 Note at the times, place, and rate, and in the coin or currency herein
prescribed.

 

Prior to
the Exchange Date (as defined below), payments (if any) on this Tempo-rary
Global Note will only be paid to the extent that there is presented by
Clearstream Banking, société anonyme (“Clearstream”), or
Euroclear Bank S.A./N.V., as opera-tor of the Euroclear System (“Euroclear”) to the
Trustee at its office in London a certificate, sub-stantially in the form set
out in Exhibit
B to the
Base Indenture, to the effect that it has received from or in respect of a
person entitled to a Note (as shown by its records) a certifi-cate from such
person in or substantially in the form of Exhibit
C to the
Base Indenture. After the Exchange Date the holder of this Temporary Global Note
will not be entitled to receive any payment hereon, until this Tempo-rary Global
Note is exchanged in full for a Permanent Global Note. This Tem-porary Global
Note shall in all other respects be entitled to the same benefits as the
Permanent Global Notes under the Indenture.

 

On or
after the date (the “Exchange
Date”) which
is the date that is the 40th day after the completion of the distribution of the
relevant Series, inter-ests in this Temporary Global Note may be exchanged (free
of charge) for interests in a Permanent Global Note in the form of Exhibit
A-3-3 to the
Series 2005-1 Supplement upon presentation of this Temporary Global Note at the
office in London of the Trustee (or at such other place outside the United
States of America, its territories and possessions as the Trustee may agree).
The Permanent Global Note shall be so issued and delivered in exchange for only
that portion of this Temporary Global Note in respect of which there shall have
been presented to the Trustee by Euroclear or Clearstream a certificate,
substan-tially in the form set out in Exhibit
B to the
Base Inden-ture, to the effect that it has received from or in respect of a
person entitled to a Note (as shown by its records) a certificate from such
per-son in or substan-tially in the form of Exhibit
C to the
Base Indenture.

 




















 
Exhibit
A-3-2

Page
9


 

On an
exchange of the whole of this Temporary Global Note, this Temporary Global Note
shall be surren-dered to the Trustee at its office in London. On an exchange of
part only of this Temporary Global Note, details of such exchange shall be
entered by or on behalf of the Company in Schedule A hereto and the relevant
space in Schedule A hereto recording such exchange shall be signed by or on
behalf of the Company. If, following the issue of a Permanent Global Note in
exchange for some of the Class A-3 Notes represented by this Temporary Global
Note, further Notes of this Series are to be exchanged pursuant to this
paragraph, such exchange may be effected, without the issue of a new Permanent
Global Note, by the Company or its agent endors-ing Part I of Schedule A of the
Perma-nent Global Note previously issued to reflect an increase in the aggregate
principal amount of such Permanent Global Note by an amount equal to the
aggregate principal amount of the additional Notes of this Series to be
ex-changed.

 

Interests
in this Temporary Global Note will be transferable in accordance with the rules
and procedures for the time being of Euroclear or Clearstream. Each person who
is shown in the records of Euroclear and Clearstream as entitled to a particular
number of Class A-3 Notes by way of an interest in this Temporary Global Note
will be treated by the Company, the Trustee and any paying agent as the holder
of such number of Class A-3 Notes. For purposes of this Temporary Global Note,
the securities account records of Euroclear or Clearstream shall, in the absence
of manifest error, be conclusive evi-dence of the identity of the holders of
Class A-3 Notes and of the principal amount of Class A-3 Notes represented by
this Temporary Global Note credited to the securities accounts of such holders
of Class A-3 Notes. Any state-ment issued by Euroclear or Clearstream to any
holder relat-ing to a specified Class A-3 Note or Class A-3 Notes credited to
the securities account of such holder and stating the principal amount of such
Class A-3 Note or Class A-3 Notes and certified by Euroclear or Clearstream to
be a true record of such securities account shall, in the absence of manifest
error, be conclusive evidence of the records of Euroclear or Clearstream for the
purposes of the next preceding sentence (but without prejudice to any other
means of producing such records in evidence). Notwithstanding any provision to
the contrary contained in this Tem-porary Global Note, the Company irrevocably
agrees, for the benefit of such holder and its suc-cessors and assigns, that,
subject to the provi-sions of the Indenture, each holder or its successors or
assigns may file any claim, take any action or institute any proceed-ing to
enforce, directly against the Company, the obliga-tion of the Company hereunder
to pay any amount due in respect of each Class A-3 Note represented by this
Temporary Global Note which is credited to such holder’s secu-rities ac-count
with Euroclear or Clearstream without the production of this Temporary Global
Note.

 























 
Exhibit
A-3-2

Page
10


 

SCHEDULE
A

 

SCHEDULE
OF EXCHANGES FOR NOTES

REPRESENTED
BY A PERMANENT GLOBAL NOTE

 

The
following exchanges of a part of this Temporary Global Note for Class A-3 Notes
represented by a Permanent Global Note have been made:

 


	
       

       

       

      Date

      Exchange

      Made

       
	
      Part
      of Principal

      amount
      of this

      Temporary
      Global

      Note
      exchanged for

      Notes
      represented

      by
      a Permanent

      Global
      Note
	
       

      Remaining

      Principal
      Amount

      of
      this Temporary

      Global
      Note

      following
      such

      Exchange
	
       

       

       

       

      Notation
      made by or on

      behalf
      of the Issuer

	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 






 





 





















 


		 	 	
      Exhibit
      A-3-3

      to

      Series 2005-1

      Supplement



 






FORM
OF PERMANENT GLOBAL CLASS A-3 NOTE

 

REGISTERED

$___________* * * 

 

No.
R-

 

 

SEE
REVERSE FOR CERTAIN CONDITIONS

 

CUSIP
(CINS) NO. U13475 AD 7

 

ISIN NO.
USU13475AD72

 

THIS
SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURI-TIES ACT OF 1933, AS AMENDED
(THE “SECURITIES
ACT”) OR ANY
STATE SECURI-TIES OR “BLUE SKY” LAWS. THE HOLDER HEREOF, BY PURCHASING THIS
CLASS A-3 NOTE, AGREES FOR THE BENEFIT OF CENDANT RENTAL CAR FUNDING (AESOP) LLC
(THE “COM-PANY”) THAT
THIS CLASS A-3 NOTE IS BEING ACQUIRED FOR ITS OWN ACCOUNT AND NOT WITH A VIEW TO
DISTRIBUTION AND MAY BE RESOLD, PLEDGED OR OTHER-WISE TRANSFERRED ONLY (1) TO
THE COMPANY (UPON REDEMPTION THEREOF OR OTHERWISE), (2) TO A PERSON THE
TRANSFEROR REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN
RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE RE-QUIREMENTS
OF RULE 144A, (3) OUTSIDE THE UNITED STATES TO A NON-U.S. PERSON (AS SUCH TERM
IS DEFINED IN REGULATION S OF THE SECURITIES ACT) IN A TRANSACTION IN COMPLIANCE
WITH REGULATION S OF THE SECURITIES ACT, OR (4) IN A TRANS-ACTION COMPLYING WITH
OR EXEMPT FROM THE REGIS-TRATION REQUIRE-MENTS OF THE SECURITIES ACT AND IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES
OR ANY OTHER JURIS-DICTION. EACH SUCH TRANSFER SHALL BE IN ACCORDANCE WITH THE
BASE INDENTURE, ANY APPLICABLE SUPPLEMENT AND ALL APPLI-CABLE SECURITIES LAWS.
THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER
FROM IT OF THE RESALE RESTRIC-TIONS SET FORTH ABOVE.

 









*** Denominations
of $1,000,000 and integral multiples of $200,000.
























Exhibit
A-3-3

Page
2


 

EXCEPT AS
OTHERWISE PROVIDED IN SECTION 2.9 OF THE BASE INDENTURE, THIS CLASS A-3 NOTE MAY
BE TRANS-FERRED, IN WHOLE BUT NOT IN PART, ONLY TO ANOTHER NOMINEE OF THE
CLEARING AGENCY OR TO A SUCCESSOR CLEARING AGENCY OR TO A NOMINEE OF SUCH
SUCCESSOR CLEAR-ING AGENCY. UNLESS THIS CLASS A-3 NOTE IS PRESENTED BY AN
AUTHO-RIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION (“DTC”), TO
CENDANT RENTAL CAR FUNDING (AESOP) LLC OR ITS AGENT FOR REGIS-TRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CLASS A-3 NOTE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS RE-QUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS RE-QUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC),
ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHER-WISE BY OR TO ANY
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.

 

THE
PRINCIPAL OF THIS CLASS A-3 NOTE IS PAYABLE IN INSTALL-MENTS AS SET FORTH
HEREIN. ACCORD-INGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS CLASS A-3 NOTE AT
ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

 

 

CENDANT
RENTAL CAR FUNDING (AESOP) LLC

 

SERIES
2005-1 FLOATING RATE RENTAL CAR 

 

ASSET
BACKED NOTES, CLASS A-3

 

CENDANT
RENTAL CAR FUNDING (AESOP) LLC, a Delaware limited liability company (herein
referred to as the “Company”), for
value received, hereby promises to pay to Cede & Co., or registered assigns,
the principal sum of [_____] MILLION DOLLARS, which amount shall be payable in
the amounts and at the times set forth in the Indenture, provided,
however, that
the entire unpaid principal amount of this Class A-3 Note shall be due on the
Class A-3 Final Distribution Date, which is the April 2011 Distribution Date.
However, principal with respect to the Class A-3 Notes may be paid earlier or
later under certain limited circumstances described in the Indenture. The
Company will pay interest on this Class A-3 Note at the Class A-3 Note Rate.
Such inter-est shall be payable on each Distribution Date until the principal of
this Class A-3 Note is paid or made available for payment. Interest on this
Class A-3 Note will accrue for each Distribution Date from the most recent
Distribution Date on which interest has been paid to but excluding such
Distribution Date or, if no inter-est has yet been paid, from February 25, 2005.
Interest with respect to the Class A-3 Notes will be calcu-lated in the manner
provided in the Indenture. Such principal of and interest on this Class A-3 Note
shall be paid in the manner specified on the reverse hereof.

 

The
principal of and interest on this Class A-3 Note are payable in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts. All payments made by the Company
with respect to this Class A-3 

 






















Exhibit
A-3-3

Page
3



 

Note
shall be applied first to interest due and payable on this Class A-3 Note as
provided above and then to the unpaid principal of this Class A-3 Note. This
Class A-3 Note does not represent an interest in, or an obligation of Original
AESOP, AESOP Leasing, AESOP Leasing II, ARAC, BRAC, CCRG or any affiliate of
Original AESOP, AESOP Leasing, AESOP Leasing II, ARAC, BRAC or CCRG other than
the Company.

 

Reference
is made to the further provisions of this Class A-3 Note set forth on the
reverse hereof, which shall have the same effect as though fully set forth on
the face of this Class A-3 Note. Although a summary of certain provisions of the
Indenture are set forth below and on the reverse hereof and made a part hereof,
this Class A-3 Note does not purport to summarize the Indenture and reference is
made to the Indenture for information with respect to the interests, rights,
benefits, obligations, proceeds and duties evi-denced hereby and the rights,
duties and obligations of the Company, Original AESOP, AESOP Leasing, AESOP
Leasing II, CCRG, ARAC, BRAC and the Trustee. A copy of the Indenture may be
requested from the Trustee by writing to the Trustee at: The Bank of New York,
c/o BNY Midwest Trust Company, 2 North LaSalle Street, 10th Floor,
Chicago, Illinois 60602. To the extent not defined herein, the capitalized terms
used herein have the mean-ings ascribed to them in the Indenture.

 

Unless
the certificate of authentication hereon has been executed by the Trustee whose
name appears below by manual signature, this Class A-3 Note shall not be
entitled to any benefit under the Indenture referred to on the reverse hereof,
or be valid or obligatory for any purpose.

 

























Exhibit
A-3-3

Page
4



 

IN
WITNESS WHEREOF, the Company has caused this instrument to be signed, manually
or in facsimile, by its Authorized Officer.

 


	
       

       

      Date:
	 	
      CENDANT
      RENTAL CAR FUNDING (AESOP) LLC

       

      By:

	 	 	
      Name:

      Title:







 

 

TRUSTEE’S
CERTIFICATE OF AUTHENTICATION

 

This is
one of the Class A-3 Notes of the Series 2005-1 Notes, a series issued under the
within-mentioned Indenture.

 


	 	 	
      THE
      BANK OF NEW YORK, as Trustee

       

      By:

	 	 	
      Authorized
      Signatory




 


 






















Exhibit
A-3-3

Page
5

 



[REVERSE
OF CLASS A-3 NOTE]

 

This
Class A-3 Note is one of a duly autho-rized issue of Class A-3 Notes of the
Company, desig-nated as its Series 2005-1 Floating Rate Rental Car Asset Backed
Notes, Class A-3 (herein called the “Class
A-3 Notes”), all
issued under (i) a Second Amended and Restated Base Indenture, dated as of June
3, 2004 (such Base Indenture, as amended, supplemented or modified in accordance
with its terms exclusive of any Supplements thereto creating a new Series of
Notes, is herein called the “Base
Inden-ture”),
between the Company and The Bank of New York, as trustee (the “Trustee”, which
term includes any successor Trustee under the Base Indenture), and (ii) a Series
2005-1 Supplement dated as of February 25, 2005 (such supplement, as may be
amended or modified, is herein called the “Series
2005-1 Supplement”) among
the Com-pany, the Trustee and The Bank of New York, as Series 2005-1 Agent. The
Base Inden-ture and the Series 2005-1 Supplement are referred to herein as the
“Indenture”. The
Class A-3 Notes are subject to all terms of the Indenture. All terms used in
this Class A-3 Note that are defined in the Indenture shall have the meanings
assigned to them in or pursuant to the Inden-ture.

 

The Class
A-3 Notes are and will be equally and ratably secured by the Series 2005-1
Collateral pledged as security therefor as provided in the
Inden-ture.

 

Principal
of the Class A-3 Notes will be payable on each Distribution Date specified in
and in the amounts described in the Indenture. “Distribution
Date” means
the 20th day of each month, or, if any such date is not a Business Day, the next
succeeding Business Day, commencing March 21, 2005.

 

Commencing
on the Distribution Date following the second Determination Date during the
Class A-3 Controlled Amortization Period or the first Determination Date after
the commencement of the Series 2005-1 Rapid Amortization Period, payments with
respect to princi-pal will be made on the Class A-3 Notes. As described above,
the entire unpaid principal amount of this Class A-3 Note shall be due and
payable on the Class A-3 Final Distribu-tion Date. Notwithstanding the
foregoing, if an Amortization Event, Liquidation Event of Default, Waiver Event
or Series 2005-1 Limited Liquidation Event of Default shall have occurred and be
continuing then, in certain circumstances, principal on the Class A-3 Notes may
be paid earlier, as described in the Indenture. All principal payments on the
Class A-3 Notes shall be made pro rata to the
Noteholders entitled thereto.

 

Payments
of interest on this Class A-3 Note due and payable on each Distribu-tion Date,
together with the installment of principal then due, if any, to the extent not
in full pay-ment of this Class A-3 Note, shall be made by wire transfer for
credit to the account desig-nated by the Holder of record of this Class A-3 Note
(or one or more predecessor Class A-3 Notes) on the Note Register as of the
close of business on each Record Date, except that with respect to Class A-3
Notes registered on the Record Date in the name of the nominee of the Clearing
Agency (initially, such nominee to be Cede & Co.), payments will be made by
wire transfer in immedi-ately available funds to the account designated by such
nominee. Any reduction in the principal amount of this Class A-3 Note (or any
one or more predeces-sor Class A-3 Notes) effected by any 

 






















Exhibit
A-3-3

Page
6

 



payments
made on any Distribution Date shall be binding upon all future Holders of this
Class A-3 Note and of any Class A-3 Note issued upon the registration of
transfer hereof or in exchange hereof or in lieu hereof, whether or not noted
thereon.

 

The
Company shall pay interest on overdue installments of interest at the Class A-3
Note Rate to the extent lawful.

 

As
provided in the Indenture, the Class A-3 Notes may be redeemed, in whole, but
not in part, at the option of the Company on any Distribution Date if on such
Distribution Date the Class A-3 Invested Amount is less than or equal to 10% of
the Class A-3 Initial Invested Amount. The purchase price for such repurchase of
the Class A-3 Notes shall equal the aggregate outstanding principal balance of
such Class A-3 Notes (determined after giving effect to any payment of
princi-pal and interest on such Distribution Date), plus accrued
and unpaid interest on such outstanding Class A-3 Invested Amount.

 

As
provided in the Indenture and subject to certain limitations set forth therein,
the transfer of this Class A-3 Note may be registered on the Note Register upon
surrender of this Class A-3 Note for registration of transfer at the office or
agency desig-nated by the Company pursuant to the Indenture, duly en-dorsed by,
or accompanied by a written instrument of transfer in form satisfactory to the
Trustee duly exe-cuted by, the Holder hereof or his attorney duly autho-rized in
writing, with such signature guaranteed by an “Eligible
Guarantor Institution” (as
defined in Rule 17Ad-15 under the Exchange Act), and such other documents as the
Trustee may reasonably require, and thereupon one or more new Class A-3 Notes of
authorized denomina-tions in the same aggregate principal amount will be issued
to the designated transferee or trans-ferees. No service charge will be charged
for any registration of transfer or exchange of this Class A-3 Note, but the
transferor may be required to pay a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any such registration
of transfer or exchange.

 

Each
Noteholder or Note Owner by acceptance of a Class A-3 Note or, in the case of a
Note Owner, a beneficial interest in a Class A-3 Note, covenants and agrees that
no recourse may be taken, directly or indirectly, with respect to the
obligations of the Company, Original AESOP, AESOP Leasing, AESOP Leasing II,
ARAC, BRAC, CCRG or the Trustee on the Class A-3 Notes or under the Indenture or
any certificate or other writing delivered in connec-tion therewith, against (i)
the Trustee, Original AESOP, AESOP Leasing, AESOP Leasing II, ARAC, BRAC or
CCRG, in its individual capacity, (ii) any owner of a beneficial interest in the
Company or (iii) any partner, owner, beneficiary, agent, officer, director or
employee of the Trustee, Original AESOP, AESOP Leasing, AESOP Leasing II, ARAC,
BRAC or CCRG, in its individ-ual capacity, any holder of a beneficial interest
in the Company, Original AESOP, AESOP Leasing, AESOP Leasing II, ARAC, BRAC,
CCRG or the Trustee or of any successor or assign of Original AESOP, AESOP
Leasing, AESOP Leasing II, ARAC, BRAC, CCRG or the Trustee, in its individual
capacity, except (a) as any such Person may have expressly agreed and (b) any
such partner, owner or beneficiary shall be fully liable, to the extent provided
by applicable law, for any unpaid consideration for stock, unpaid capital
contribution or failure to pay any installment or call owing to such entity;
provided,
however, that
nothing contained 

 






















Exhibit
A-3-3

Page
7



 

herein
shall be taken to prevent recourse to, and enforcement against, the assets of
the Company for any and all liabilities, obligations and undertakings contained
in the Indenture or in this Class A-3 Note, subject to Section 13.18 of the Base
Indenture.

 

Each
Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note
Owner, a beneficial interest in a Note, covenants and agrees that by accept-ing
the benefits of the Indenture that such Noteholder or Note Owner, as the case
may be, will not for a period of one year and one day following payment in full
of all Notes institute against the Compa-ny, or join in any institution against
the Company of, any bankruptcy, reorganization, arrangement, insolvency or
liquidation proceedings under any United States Feder-al or state bankruptcy or
similar law in connection with any obligations relat-ing to the Notes, the
Indenture or the Related Documents.

 

Prior to
the due presentment for registration of transfer of this Class A-3 Note, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Class A-3 Note (as of the day of determination or as
of such other date as may be specified in the Indenture) is registered as the
owner hereof for all purposes, whether or not this Class A-3 Note be overdue,
and neither the Company, the Trustee nor any such agent shall be affected by
notice to the contrary.

 

It is the
intent of the Company, each Noteholder and each Note Owner that, for Federal,
state and local income and franchise tax purposes only, the Class A-3 Notes will
evidence indebtedness of the Company secured by the Series 2005-1 Collateral.
Each Noteholder and each Note Owner, by the acceptance of this Class A-3 Note,
agrees to treat this Class A-3 Note for Federal, state and local income and
franchise tax purposes as indebtedness of the Company.

 

Each
Holder of this Note shall provide to the Trustee at least annually an
appro-pri-ate statement (on Internal Revenue Service Form W-8 or suitable
substitute) with respect to United States federal income tax and withholding
tax, signed under penalties of perjury, certify-ing that the beneficial owner of
this Note is a non-U.S. person and providing the Noteholder’s name and address.
If the information provided in the statement changes, the Noteholder shall so
inform the Trustee within 30 days of such change.

 

The
Indenture permits, with certain exceptions as therein provided, the amend-ment
thereof and the modi-fication of the rights and obligations of the Company and
the rights of the Holders of the Series 2005-1 Notes under the Indenture at any
time by the Company with the con-sent of the Holders of Series 2005-1 Notes
represent-ing more than 50% in principal amount of the aggregate outstanding
amount of the Series 2005-1 Notes which are affected by such amendment or
modification. The Inden-ture also contains provisions permitting the Holders of
Series 2005-1 Notes representing specified percentages of the aggregate
outstanding amount of the Series 2005-1 Notes, on behalf of the Holders of all
the Series 2005-1 Notes, to waive com-pliance by the Company with certain
provisions of the Indenture and certain past defaults under the Indenture and
their consequences. Any such consent or waiver by the Holder of this Class A-3
Note (or any one or more predecessor Class A-3 Notes) shall be conclusive and
bind-ing upon such Holder and upon all future Holders of this Class A-3 Note and
of any Class A-3 Note issued 

 






















Exhibit
A-3-3

Page
8



 

upon the
registration of trans-fer hereof or in exchange hereof or in lieu hereof whether
or not notation of such consent or waiver is made upon this Class A-3 Note. The
Indenture also permits the Trustee to amend or waive certain terms and
condi-tions set forth in the Indenture without the consent of Holders of the
Series 2005-1 Notes issued thereunder.

 

The term
“Company” as used in this Class A-3 Note includes any successor to the Company
under the Indenture.

 

The Class
A-3 Notes are issuable only in registered form in denominations as provided in
the Indenture, subject to certain limitations set forth therein.

 

This
Class A-3 Note and the Indenture shall be construed in accordance with the law
of the State of New York and the obligations, rights and remedies of the parties
hereunder and thereunder shall be determined in accordance with such
law.

 

No
reference herein to the Indenture and no provision of this Class A-3 Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and uncondi-tional, to pay the principal of and interest on this Class
A-3 Note at the times, place, and rate, and in the coin or currency herein
prescribed.

 

Interests
in this Permanent Global Note will be transferable in accordance with the rules
and procedures for the time being of Clearstream Banking, société anonyme
(“Clearstream”), or
Euroclear Bank S.A./N.V., as operator of the Euroclear System (“Euroclear”). Each
person who is shown in the records of Euroclear and Clearstream as entitled to a
particular number of Class A-3 Notes by way of an interest in this Permanent
Global Note will be treated by the Trustee and any paying agent as the holder of
such number of Class A-3 Notes. For purposes of this Permanent Global Note, the
securities account re-cords of Euroclear or Clearstream shall, in the absence of
manifest error, be conclusive evidence of the identity of the holders of Class
A-3 Notes and of the prin-cipal amount of Class A-3 Notes represented by this
Permanent Global Note credited to the securities accounts of such holders of
Class A-3 Notes. Any state-ment issued by Euroclear or Clearstream to any holder
relating to a specified Class A-3 Note or Class A-3 Notes credited to the
securities account of such holder and stating the principal amount of such Class
A-3 Note or Class A-3 Notes and certified by Euroclear or Clearstream to be a
true record of such securities account shall, in the absence of manifest error,
be conclusive evidence of the records of Euroclear or Clearstream for the
purposes of the next preceding sentence (but without prejudice to any other
means of producing such records in evidence). Not-withstanding any provision to
the contrary contained in this Permanent Global Note, the Company irrevocably
agrees, for the benefit of such holder and its successors and assigns, that,
subject to the provisions of the Indenture, each holder or its successors or
assigns may file any claim, take any action or institute any proceed-ing to
enforce, directly against the Company, the obliga-tion of the Com-pany hereunder
to pay any amount due in respect of each Class A-3 Note represented by this
Permanent Global Note which is credited to such holder’s securities ac-count
with Euroclear or Clearstream without the production of this Permanent Global
Note. 

 






















Exhibit
A-3-3

Page
9



 

Interests
in this Permanent Global Note may be exchanged for Definitive Notes subject to
the provisions of the Indenture.

 



 



























		 	 	
      Exhibit
      B

      to

      Series 2005-1

      Supplement



 

FORM
OF CONSENT


 




The Bank
of New York, as Trustee

c/o BNY
Midwest Trust Company

2 North
LaSalle Street, 10th Floor

Chicago,
Illinois 60602

Attn: Indenture
Trust Administration

 

Cendant
Rental Car Funding (AESOP) LLC

c/o Lord
Securities Corporation

48 Wall
Street, 27th
Floor

New York,
New York 10005

Attn:
Benjamin Abedine

 

This
Consent is delivered pursuant to the Waiver Request dated ____________, __ (the
“Notice”) and
the Series 2005-1 Supplement, dated as of February 25, 2005 (as amended,
modified or supplemented from time to time, the “Series
2005-1 Supplement”)
between CENDANT RENTAL CAR FUNDING (AESOP) LLC, a Delaware limited liability
company (“CRCF”), and
The Bank of New York, as Trustee (in such capacity, the “Trustee”) and as
Series 2005-1 Agent, to the Second Amended and Restated Base Indenture, dated as
of June 3, 2004 (as may be amended, supplemented or modified from time to time
in accordance with its terms, the “Base
Indenture” and, as
supplemented by the Series 2005-1 Supplement, the “Indenture”),
between CRCF and the Trustee. Capitalized terms used herein and not otherwise
defined herein shall have the meanings provided in the Series 2005-1
Supplement.

 

Pursuant
to Article IV of the Series 2005-1 Supplement, the Trustee has delivered a
Notice indicating that [choose which applies] [(i) the Manufacturer Pro-gram[s]
of [name of Manufacturer] [is/are] no longer [an] Eligible Manufacturer
Program[s] and that, as a result, the Series 2005-1 Maximum Non-Program Vehicle
Amount [and/or] the Series 2005-1 Maximum Non-Eligible Manufac-turer Amount is
or will be exceeded or (ii) that the Lessees, the Borrower and CRCF have
determined to increase [the Series 2005-1 Maximum Non-Program Vehicle Amount]
[the Series 2005-1 Maximum Manufacturer Amount] [any Series 2005-1 Maximum
Specified States Amount] [the Series 2005-1 Maximum Non-Eligible Manufacturer
Amount]]. The undersigned hereby waives all requirements that the [Series 2005-1
Maximum Non-Program Vehicle Amount] [Series 2005-1 Maximum Manufacturer Amount]
[any Series 2005-1 Maximum Specified States Amount] [Series 2005-1 Maximum
Non-Eligible Manufacturer Amount] not be exceeded for all purposes of the
Indenture and the Series 2005-1 Supplement. The undersigned understands that
this Consent will only be effective if the Trustee receives 

 






















Exhibit
B

Page
2

 



Consents
from Noteholders representing not less than 25% of the aggregate unpaid
principal amount of the Series 2005-1 Notes on or before ____________,
20__.

 

The
undersigned hereby represents and warrants that it is the beneficial owner of
$___________ in principal amount of [Class A-1/Class A-2/Class A-3] Series
2005-1 Notes.

 


	 	 	
      [Name]

       

       

      By:

	 	 	
      Name: 

      Title:




 


 























 


		 	 	
      Exhibit
      C

      to

      Series 2005-1

      Supplement




 

CENDANT RENTAL CAR FUNDING (AESOP) LLC

Demand
Note

 

FORM
OF DEMAND NOTE

(Series
2005-1)

 

New York,
New York

$[___________________]  

February
25, 2005

 

FOR VALUE
RECEIVED, the undersigned, [________________], a [______] (the “Demand
Note Issuer”),
promises to pay to the order of CENDANT RENTAL CAR FUNDING (AESOP) LLC, a
Delaware limited liability company (“CRCF”), or
its permitted assigns (“Holder”) on any
date of demand (each, a “Demand
Date”) the
principal sum of $[_________], together with interest thereon at a rate per
annum (the “Interest
Rate”) equal
to LIBOR plus [___]%, computed on the basis of a 360-day year for the actual
number of days elapsed (including the first day but excluding the last day).


 

Definitions.
Capitalized terms used but not defined in this Demand Note shall have the
respective meanings assigned to them in the Second Amended and Restated Base
Indenture, dated as of June 3, 2004 (as may be amended, restated, supplemented
or modified from time to time in accordance with its terms, exclusive of
supplements thereto creating a new series of notes, the “Base
Indenture”),
between CRCF, as Issuer, and The Bank of New York, a New York banking
corporation, as trustee (in such capacity, the “Trustee”), as
supplemented by the Series 2005-1 Supplement, dated as of February 25, 2005 (as
may be amended, restated, supplemented or modified from time to time in
accordance with its terms, the “Series
2005-1 Supplement”), among
CRCF, as Issuer, the Trustee and The Bank of New York, as Series 2005-1
Agent.

 

Principal. The
outstanding principal balance (or any portion thereof) of this Demand Note shall
be due and payable on each Demand Date to the extent demand is made therefor by
Holder. No portion of the outstanding principal amount of this Demand Note may
be voluntarily prepaid.

 

Interest.
Interest shall be paid monthly on the 20th day (or
the first Business Day thereafter) of each calendar month commencing on March
21, 2005. In addition, interest shall be paid on each Demand Date to the extent
demand is made therefor. 

 

Calculation
of Principal and Interest. The
interest shall be computed on a monthly basis by applying the Interest Rate
effective for the Series 2005-1 Interest Period to the outstanding principal
balance for such Series 2005-1 Interest Period. The outstanding principal
balance as of any day shall be the outstanding principal balance as of the
beginning of such day, less any payments of principal credited to the Demand
Note Issuer’s account on that day. The records of 

 




















 
Exhibit
C

Page
2


Holder
with respect to amounts due and payments received hereunder shall be presumed to
be correct evidence thereof.

 

Maturity
Date. On the
Demand Date on which payment of the remaining principal balance of this Demand
Note is to be made, or such earlier date as payment of the indebtedness
evidenced hereby shall be due, whether by mandatory prepayment, acceleration or
otherwise (the “Maturity
Date”), the
entire outstanding principal balance of this Demand Note, together with accrued
interest and any other sums then outstanding under this Demand Note, shall be
due and payable. 

 

Payments. All
payments shall be made in lawful money of the United States of America by wire
transfer in immediately available funds and shall be applied first to fees and
costs, including collection costs, if any, next to interest and then to
principal. Payments shall be made to the account designated in the written
demand for payment.

 

Collection
Costs. The
Demand Note Issuer agrees to pay all costs of collection of this Demand Note,
including, without limitation, reasonable attorney’s fees, paralegal’s fees and
other legal costs (including court costs) incurred in connection with
consultation, arbitration and litigation (including trial, appellate,
administrative and bankruptcy proceedings) regardless of whether or not suit is
brought, and all other costs and expenses incurred by Holder exercising its
rights and remedies hereunder. Such costs of collection shall bear interest at
the Default Rate until paid.

 

Default. (a) If
the Demand Note Issuer shall fail to pay any principal, interest or other
amounts on the date of written demand for payment; provided that
such demand is made prior to 2:00 p.m. (New York City time) on a Business Day,
or on the next Business Day if written demand is made on or after 2:00 p.m. (New
York City time) on a Business Day, or (b) upon the occurrence of an Event of
Bankruptcy with respect to the Demand Note Issuer (each, an “Event
of Default”), the
entire outstanding principal balance of this Demand Note, together with all
accrued and unpaid interest, shall (x) in the case of an Event of Default under
clause (a) above, at the option of Holder and without further notice (any notice
of such event being hereby waived by the Demand Note Issuer), or (y) in the case
of an Event of Default under clause (b) above, automatically without notice (any
notice of any such event being waived by the Demand Note Issuer), become
immediately due and payable and may be collected forthwith, and Holder may
exercise any and all rights and remedies provided herein, in law or in
equity.

 

Default
Interest. After
the Maturity Date or the occurrence of an Event of Default, the outstanding
principal balance of this Demand Note and, to the extent permitted by applicable
law, accrued and unpaid interest, shall bear interest (the “Default
Rate”) at the
Interest Rate plus two percent (2%) until paid in full, provided,
however, in no
event shall such rate exceed the highest rate permissible under applicable
law.

 

Waivers. The
Demand Note Issuer waives all applicable exemption rights and also waives
valuation and appraisement, demand, presentment, protest and demand, and notice
of protest, demand and dishonor, and nonpayment of this Demand Note, and agrees
that Holder shall have the right, without notice, to grant any extension or
extensions of time for payment of any of said indebtedness or any other
indulgences or forbearances whatsoever.

 




















 
Exhibit
C

Page
3


 

No
Waiver. No
delay or omission on the part of Holder in exercising its rights under this
Demand Note, or delay or omission on the part of Holder in exercising its rights
hereunder, or course of conduct relating thereto, shall operate as a waiver of
such rights or any other right of Holder, nor shall any waiver by Holder of any
such right or rights on any one occasion be deemed a bar to, or waiver of, the
same right or rights on any future occasion. Acceptance by Holder of any payment
after its due date shall not be deemed a waiver of the right to require prompt
payment when due of all other sums, and acceptance of any payment after Holder
has declared the indebtedness evidenced by this Demand Note due and payable
shall not cure any Event of Default or operate as a waiver of any right of
Holder.

 

Modifications. No
amendment, modification or waiver of, or consent with respect to, any provision
of this Demand Note shall in any event be effective unless (a) the same shall be
in writing and signed and delivered by each of Holder and the Demand Note Issuer
and (b) all consents required for such actions under the Base Indenture and the
Related Documents shall have been received by the appropriate
Persons.

 

Binding
Effect. This
Demand Note shall be binding upon the Demand Note Issuer and its successors and
assigns, and shall inure to the benefit of Holder and its successors and
assigns.

 

Governing
Law. THIS
DEMAND NOTE HAS BEEN DELIVERED IN NEW YORK, NEW YORK AND SHALL BE DEEMED TO BE A
CONTRACT MADE UNDER AND GOVERNED BY THE LAWS OF THE STATE OF NEW
YORK.

 

No
Negotiation. This
Demand Note is not negotiable other than to the Trustee for the benefit of the
secured parties under the Series 2005-1 Supplement. The parties intend that this
Demand Note will be pledged by the initial Holder to the Trustee for the benefit
of the secured parties under the Series 2005-1 Supplement and the Demand Note
Issuer consents and agrees thereto. Upon such pledge, this Demand Note shall be
subject to all of the rights and remedies of the Trustee in the Base Indenture,
the Series 2005-1 Supplement and the other Related Documents and payments
hereunder shall be made only to said Trustee. 

 

Reduction
of Principal. The
principal amount of this Demand Note may be reduced only in accordance with the
provisions of the Series 2005-1 Supplement.

 

Acknowledgment. CRCF
hereby acknowledges receipt of [cash/capital contribution] on the date of the
issuance of this Demand Note in the principal amount of $[_____]. 

 

Captions.
Paragraph captions used in this Demand Note are provided solely for convenience
of reference only and shall not affect the meaning or interpretation of any
provision of this Demand Note.

 

[Remainder
of Page Intentionally Left Blank]

 





















Exhibit
C

Page
4


 


IN
WITNESS WHEREOF, the undersigned has executed this Demand Note or caused this
Demand Note to be duly executed by its officer thereunto duly authorized as of
the day and year first above written.

 


	 	 	
      [DEMAND
      NOTE ISSUER]

       

       

      By:

	 	 	
      Name: 

      Title:







 







ENDORSEMENT







Pay to
the Order of ________________________________________, without
recourse








	 	 	
      CENDANT
      RENTAL CAR FUNDING (AESOP) LLC

       

       

       

      By:

	 	 	
      Name: 

      Title:






























Exhibit
C

Page
5

 

 


PAYMENT
GRID

 


	
      Date

       
	
      Principal

      Amount

       
	
      Amount
      of Principal

      Payment

       
	
       

      Outstanding

      Principal

      Balance

       
	
       

      Notation

      Made

      By

       

	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 






 






















 

 

FORM OF
IRREVOCABLE SERIES 2005-1 LETTER OF CREDIT

 

 

No.[
]

 

[______]
[__], [____]

 

The Bank
of New York, as Trustee

c/o BNY
Midwest Trust Company

2 North
LaSalle Street

10th
Floor

Chicago,
Illinois 60602

 

Attention:

 

Dear Sir
or Madam:

 

The
undersigned (“Series
2005-1 Letter of Credit Provider”) hereby
establishes, at the request and for the account of Cendant Corporation, a
Delaware corporation (“Cendant”),
pursuant to, and in accordance with, that certain Five Year Competitive Advance
and Revolving Credit Agreement, dated as of November 22, 2004 (as amended,
supple-mented, restated or otherwise modified from time to time in accordance
with the terms thereof, the “Credit
Agreement”), among
Cendant and the financial institutions party thereto (collectively, the
“Series
2005-1 Letter of Credit Providers”), in
accordance with the terms of such Credit Agreement (i) in your favor in respect
of Lease Deficit Demands (as defined below), (ii) in your favor in respect of
Unpaid Demand Note Demands (as defined below), (iii) in your favor in respect of
Termination Demands (as defined below) and (iv) in your favor in respect of
Termination Date Demands (as defined below), this Irrevocable Letter of Credit
No. [     ], in an
aggregate maximum amount of [__________] DOLLARS ($[__________]) (such amount,
as the same may be reduced and reinstated from time to time as provided herein,
being the “Letter
of Credit Amount”),
effective immediately and expiring at 4:00 p.m. (New York time) at our
[ ] office
located at [       ]
Attention: [    ],
Telephone No.:  [__________], Facsimile No.: [  ] (such
office or any other office which may be designated by the Series 2005-1 Letter
of Credit Provider by written notice delivered to you, being the “Series
2005-1 Letter of Credit Provider’s Office”) on the
date (the “Expiration
Date”) that
is the earlier of (i) [__________] or such later date to which the term of this
Series 2005-1 Letter of Credit is extended (or, if such date is not a Business
Day, the immediately succeeding Business Day) (the “Scheduled
Expiration Date”) and
(ii) the date on which we receive written notice from you that the Series 2005-1
Letter of Credit Termination Date shall have occurred. You are the trustee under
that certain Second Amended and Restated Base Indenture (the “Base
Indenture”), dated
as of June 3, 2004, between you, as Trustee (in such capacity, the “Trustee”) and
Cendant Rental Car Funding (AESOP) LLC (formerly known as AESOP Funding II
L.L.C.) (“CRCF”), as
the same may be amended, supplemented or otherwise modified from time to time.
“Series
2005-1 Supplement” means
the Series 2005-1 Supplement to the Base Indenture, dated as of February 25,
2005, among CRCF, as Issuer, the Trustee and The Bank of New York, as Series
2005-1 Agent, as the same may be amended, supplemented, restated or other-wise
modified from time to 

 





















Page
2

 


time.
Capitalized terms used herein and in the Annexes hereto and not otherwise
defined herein shall have the meaning set forth in the Series 2005-1 Supplement
and the Base Indenture. 

 

The
Series 2005-1 Letter of Credit Provider irrevocably authorizes you to draw on
it, in accordance with the terms and conditions and subject to the reductions in
amount as herein-after set forth, (1) in one or more drawings by the Trustee
pursuant to the Trustee’s written and completed certificate signed by the
Trustee substantially in the form of Annex
A attached
hereto (any such certificate being a “Lease
Deficit Demand”), each
presented to the Series 2005-1 Letter of Credit Provider at the Series 2005-1
Letter of Credit Provider’s Office, payable at sight on a Business Day (as
defined below), in each case, in an amount equal to the amount set forth in such
Lease Deficit Demand but in an aggregate amount not exceeding the Letter of
Credit Amount as in effect on such Business Day, (2) in one or more drawings by
the Trustee pursuant to the Trustee’s written and completed certificate signed
by the Trustee substantially in the form of Annex
B attached
hereto (any such certificate being an “Unpaid
Demand Note Demand”), each
presented to the Series 2005-1 Letter of Credit Provider at the Series 2005-1
Letter of Credit Provider’s Office, payable at sight on a Business Day, in each
case, in an amount equal to the amount set forth in such Unpaid Demand Note
Demand but in the aggregate amount not exceeding the Letter of Credit Amount as
in effect on such Business Day, (3) in a single drawing by the Trustee pursuant
to the Trustee’s written and completed certificate signed by the Trustee
substantially in the form of Annex
C attached
hereto (such certificate being a “Termination
Demand”),
presented to the Series 2005-1 Letter of Credit Provider at the Series 2005-1
Letter of Credit Provider’s Office, payable at sight on a Business Day, in an
amount equal to the amount set forth in such Termination Demand but not
exceeding the Letter of Credit Amount as in effect on such Business Day,
provided that
only one such Termination Demand may be made hereunder and (4) in a single
drawing by the Trustee pursuant to the Trustee’s written and completed
certificate signed by the Trustee substantially in the form of Annex
D attached
hereto (such certificate being a “Termination
Date Demand”),
presented to the Series 2005-1 Letter of Credit Provider at the Series 2005-1
Letter of Credit Provider’s Office, payable at sight on a Business Day, in an
amount equal to the amount set forth in such Termination Date Demand but not
exceeding the Letter of Credit Amount as in effect on such Business Day,
provided that
only one such Termination Date Demand may be made hereunder. In the event that
there is more than one draw request payable on the same Business Day, the draw
requests shall be honored in the following order: (1) the Lease Deficit Demand;
(2) the Unpaid Demand Note Demand; (3) the Termination Demand and (4) the
Termination Date Demand; provided that in no event shall the Series 2005-1
Letter of Credit Provider be required to honor any draw request to the extent
such draw request is in an amount greater than the Letter of Credit Amount at
such time after giving effect to all other draw requests honored on such day.
Upon the honoring of a Termination Date Demand in full, the Series 2005-1 Letter
of Credit Provider shall have no obligation to honor any other draw request. Any
payments made by the Series 2005-1 Letter of Credit Provider shall be paid from
funds of the Series 2005-1 Letter of Credit Provider. Any Lease Deficit Demand,
Unpaid Demand Note Demand, Termination Demand or Termination Date Demand may be
delivered by facsimile transmission to the Series 2005-1 Letter of Credit
Provider’s Office as herein provided. “Business
Day” means
any day other than a Saturday, Sunday or other day on which banks are required
or authorized by law to close in New York City, New York or Chicago, Illinois.
Upon the Series 2005-1 Letter of Credit Provider’s honoring any Lease Deficit
Demand, 

 





















Page
3

 


Unpaid
Demand Note Demand, Termination Demand or Termination Date Demand presented
hereunder, the Letter of Credit Amount shall automatically be decreased by an
amount equal to the amount of the Lease Deficit Demand, Unpaid Demand Note
Demand, Termination Demand or Termination Date Demand paid by the Series 2005-1
Letter of Credit Provider to the Trustee. In addition to the fore-going
reduction, upon the Series 2005-1 Letter of Credit Provider’s honoring any
Termination Date Demand presented to it hereunder in full, the Letter of Credit
Amount shall automatically be reduced to zero and this Series 2005-1 Letter of
Credit shall be terminated.

 

The
Letter of Credit Amount shall be automatically reinstated when and to the
extent, but only when and to the extent, that (i) the Series 2005-1 Letter of
Credit Provider is reimbursed by CRCF, a Lessee, CCRG or Cendant for any amount
drawn hereunder as a Lease Deficit Demand or Unpaid Demand Note Demand, (ii) the
Series 2005-1 Letter of Credit Provider receives written notice from Cendant
substantially in the form of Annex
E hereto
that the Letter of Credit Amount should be reinstated in an amount set forth
therein (which shall equal the amount reimbursed pursuant to clause (i)) and
that no Event of Bankruptcy (as defined in Annex
E attached
hereto) with respect to Cendant, any Lessee or any Permitted Sublessee has
occurred and is continuing and (iii) this Series 2005-1 Letter of Credit has not
been terminated in accordance with the terms hereof. 

 

Each
Lease Deficit Demand, Unpaid Demand Note Demand, Termination Demand and
Termination Date Demand shall be dated the date of its presentation, shall have
a cover letter clearly marked “PAYMENT DEMAND-IMMEDIATE ACTION REQUIRED” and
shall be presented to the Series 2005-1 Letter of Credit Provider at the Series
2005-1 Letter of Credit Provider’s Office. If the Series 2005-1 Letter of Credit
Provider receives any Lease Deficit Demand, Unpaid Demand Note Demand,
Termination Demand or Termination Date Demand at such office on or prior to the
Scheduled Expiration Date, all in conformity with the terms and conditions of
this Series 2005-1 Letter of Credit, not later than 12:00 noon (New York City
time) on a Business Day, the Series 2005-1 Letter of Credit Provider will make
such funds available by 4:00 p.m. (New York City time) on the same day in
accordance with your payment instructions. If the Series 2005-1 Letter of Credit
Provider receives any Lease Deficit Demand, Unpaid Demand Note Demand,
Termination Demand or Termination Date Demand at such office on or prior to the
termination hereof, all in conformity with the terms and conditions of this
Letter of Credit, after 12:00 noon (New York City time) on a Business Day, the
Series 2005-1 Letter of Credit Provider will make the funds available by 4:00
p.m. (New York City time) on the next succeeding Business Day in accordance with
your payment instructions. If you so request the Series 2005-1 Letter of Credit
Provider, payment under this Letter of Credit may be made by wire transfer of
Federal Reserve Bank of New York funds to your account in a bank on the Federal
Reserve wire system or by deposit of same day funds into a designated
account.

 

Upon the
earliest of (i) the date on which the Series 2005-1 Letter of Credit Provider
honors a Termination Date Demand presented hereunder, (ii) the date on
which the Series 2005-1 Letter of Credit Provider receives written notice from
you that this Series 2005-1 Letter of Credit has been replaced by an alternate
letter of credit and such alternate letter of credit has been received by you,
(iii) the date on which the Series 2005-1 Letter of Credit Provider receives
written notice from you substantially in the form attached hereto as
Annex
F,


 




















Page
4

 

and (iv)
the Scheduled Expiration Date, this Series 2005-1 Letter of Credit shall
automatically terminate and you shall surrender this Series 2005-1 Letter of
Credit to the undersigned Series 2005-1 Letter of Credit Provider on such
day.

 

For
purposes of the certificates to be delivered by you in the form attached hereto
as Annexes
A
,B and
D:
“Pro
Rata Share” means,
with respect to any Series 2005-1 Letter of Credit Provider as of any date, the
fraction (expressed as a percentage) obtained by dividing (A) such Series 2005-1
Letter of Credit Provider’s Letter of Credit Amount as of such date by (B) an
amount equal to the aggregate amount of the Letter of Credit Amounts of all the
Series 2005-1 Letter of Credit Providers under their respective Series 2005-1
Letters of Credit as of such date; provided, that
only for purposes of calculating the Pro Rata Share with respect to any Series
2005-1 Letter of Credit Provider as of any date, if such Series 2005-1 Letter of
Credit Provider has not complied with its obligation to pay the Trustee the
amount of any Lease Deficit Demand, Unpaid Demand Note Demand, Termination
Demand or Termination Date Demand (as defined in the related Series 2005-1
Letter of Credit) made prior to such date, such Series 2005-1 Letter of Credit
Provider’s Letter of Credit Amount, as of such date shall be treated as reduced
(for calculation purposes only) by the amount of such unpaid Lease Deficit
Demand, Unpaid Demand Note Demand, Termination Demand or Termination Date
Demand, as the case may be, and shall not be reinstated for purposes of such
calculation unless and until the date as of which such Series 2005-1 Letter of
Credit Provider has paid such amount to the Trustee and been reimbursed by CRCF,
a Lessee, CCRG or Cendant, as the case may be, for such amount (provided that the
forego-ing calculation shall not in any manner reduce the undersigned’s actual
liability in respect of any failure to pay any Lease Deficit Demand, Unpaid
Demand Note Demand, Termination Demand or Termination Date Demand).

 

This
Letter of Credit is transferable in its entirety to any transferee(s) who you
certify to the Series 2005-1 Letter of Credit Provider has succeeded you, as
Trustee, and may be successively transferred. Transfer of this 2005-1 Letter of
Credit to such transferee shall be effected by the presentation to the Series
2005-1 Letter of Credit Provider of this Series 2005-1 Letter of Credit
accompanied by a certificate substantially in the form of Annex
G attached
hereto. Upon such presentation the Series 2005-1 Letter of Credit Provider shall
forthwith transfer this 2005-1 Letter of Credit to the transferee.

 

This
Series 2005-1 Letter of Credit sets forth in full the undertaking of the Series
2005-1 Letter of Credit Provider, and such undertaking shall not in any way be
modified, amended, amplified or limited by reference to any document, instrument
or agreement referred to herein, except only the certificates referred to
herein; and any such reference shall not be deemed to incorporate herein by
reference any document, instrument or agreement except for such certificates. In
furtherance of the foregoing, with regard to any conflict between the terms
hereof and those contained in the Credit Agreement, the terms hereof shall
govern.

 

On the
Business Day immediately following any Distribution Date on which the Series
2005-1 Invested Amount shall have been reduced (each a “Decrease
Day”), the
Letter of Credit Amount may be reduced upon prior written notice (which may be
by facsimile transmission with telephone confirmation of receipt as herein
provided) delivered to the Series 2005-1 Letter of Credit Provider on or before
such Decrease Day purportedly signed by the 

 




















Page
5

 

Administrator
by an amount (which will be expressed in United States Dollars in such notice)
set forth in such notice equal to the lesser of the Pro Rata Share of (1) the
excess, if any, of the Series 2005-1 Enhancement Amount over the Series
2005-1 Required Enhancement Amount and (2) the excess, if any, of the
Series 2005-1 Liquidity Amount over the Series 2005-1 Required Liquidity
Amount, in the case of (1) and (2) calculated as of such Decrease Day after
giving effect to all payments of principal on such Decrease Day with respect to
the Series 2005-1 Notes.

 

Making a
non-complying drawing, withdrawing a drawing or failing to make any drawing does
not waive or otherwise prejudice the right to make another timely drawing or a
timely redrawing. Article 41 of the Uniform Customs (as defined below) shall not
apply to this Series 2005-1 Letter of Credit.

 

This
Series 2005-1 Letter of Credit is subject to the Uniform Customs and Practice
for Documentary Credits, 1993 Revision, ICC Publication No. 500 (the
“Uniform
Customs”),
except as otherwise provided above and except that notwithstanding any
provisions of Article 17 of the Uniform Customs which contains provisions to the
contrary, if this Letter of Credit expires during an interruption of business
(as described in Article 17), we agree to effect payment under this Letter of
Credit, if a drawing which conforms to the terms and conditions of this Letter
of Credit is made within twenty (20) days after the resumption of business, and,
as to matters not covered by the Uniform Customs, shall be governed by the law
of the State of New York, including the Uniform Commercial Code as in effect in
the State of New York.  Communications
with respect to this Series 2005-1 Letter of Credit shall be in writing and
shall be addressed to the Series 2005-1 Letter of Credit Provider at the Series
2005-1 Letter of Credit Provider’s Office, specifically referring to the number
of this Series 2005-1 Letter of Credit.

 

 




 

 

Very
truly yours,

 


	 	 	
      [____________________],
      as Series 2005-1 Letter

      of
      Credit Provider

       

      By:

	 	 	
      Name: 

      Title:








 




















 

ANNEX
A

 




 

CERTIFICATE
OF LEASE DEFICIT DEMAND

 

 

[Series
2005-1 Letter of Credit Provider]

[Address]

 

Attention:
[  ]

 

Certificate
of Lease Deficit Demand under the Irrevocable Letter of Credit No.
[        ] (the “Series
2005-1 Letter of Credit”; the
terms defined therein and not otherwise defined herein being used herein as
therein defined), dated _______ __, 200_, issued by _______________, as the
Series 2005-1 Letter of Credit Provider, in favor of The Bank of New York,
as the trustee (in such capacity, the “Trustee”), under
that certain Second Amended and Restated Base Indenture (the “Base
Indenture”), dated
as of June 3, 2004, between the Trustee and Cendant Rental Car Funding (AESOP)
LLC (formerly known as AESOP Funding II L.L.C.) (“CRCF”), as
Issuer, as supplemented by that certain Series 2005-1 Supplement thereto (the
“Series
2005-1 Supplement” and,
together with the Base Indenture, the “Indenture”), dated
as of February 25, 2005, among CRCF, as Issuer, the Trustee and The Bank of New
York, as Series 2005-1 Agent.

 

The
undersigned, a duly authorized officer of the Trustee, hereby certifies to the
Series 2005-1 Letter of Credit Provider as follows:

 

1.  [    ] is the
Trustee under the Indenture.

 

2.  [The
Trustee is making a drawing under the Series 2005-1 Letter of Credit as required
by Section
2.3(c) of the
Series 2005-1 Supplement in an amount equal to $________ (the “Interest
Lease Deficit Disbursement”), which
amount is equal to the lesser of (i) the product of the Series 2005-1 Letter of
Credit Provider’s Pro Rata Share as of the date hereof and the lesser of (x) the
Series 2005-1 Lease Interest Payment Deficit and (y) the excess, if any, of (A)
the sum of (I) the sum of (1) Series 2005-1 Monthly Interest for the Series
2005-1 Interest Period ending on the day preceding the date hereof, (2) all
Fixed Rate Payments for the date hereof, (3) any unpaid Series 2005-1 Shortfall
as of the preceding Distribution Date, together with accrued interest thereon
and (4) the Surety Provider Fee for such Series 2005-1 Interest Period plus any
Surety Provider Reimbursement Amounts then due and owing and (II) during the
Series 2005-1 Rapid Amortization Period, the Series 2005-1 Trustee’s Fees for
the date hereof over (B) the amounts available from the Series 2005-1 Accrued
Interest Account on the date hereof and (ii) the Letter of Credit Amount as in
effect on the date of this certificate.] [The Trustee is making a drawing under
the Series 2005-1 Letter of Credit as required by Section
2.5(b) of the
Series 2005-1 Supplement in an amount equal to $_________ (the “Principal
Lease Deficit Disbursement”), which
amount is equal to the lesser of (i) the product of the Series 2005-1 Letter of
Credit Provider’s Pro Rata Share as of the date hereof and the Series 2005-1
Lease Principal Payment Deficit and (ii) the Letter of Credit Amount as in
effect on the date of this certificate.] The “Lease
Deficit Disbursement” on any
day shall be the sum of the Interest Lease Deficit Disbursement and the
Principal Lease Deficit Disbursement. 

 





















Annex
A

Page
2

 

3. Concurrently
with the draw being demanded hereby, the undersigned is making a draw under each
of the other Series 2005-1 Letters of Credit in an amount equal to the related
other Series 2005-1 Letter of Credit Providers’ Pro Rata Share of the amount to
be drawn on the Series 2005-1 Letters of Credit pursuant to Section
2.3(c) and/or
Section
2.5(b) of the
Series 2005-1 Supplement on the date hereof.




 

4.  The
Series 2005-1 Lease Payment Deficit is attributable to the Lessee’s failure to
pay amounts due under the Leases.

 

5.  You are
requested to deliver an amount equal to the Lease Deficit Disbursement pursuant
to the following instructions:

 

[insert
payment instructions for wire to the 

 

Trustee
and payment date]

 

6.  The
Trustee acknowledges that, pursuant to the terms of the Series 2005-1 Letter of
Credit, upon the Series 2005-1 Letter of Credit Provider’s honoring in full the
draw amount set forth in this certificate, the Letter of Credit Amount shall be
automatically reduced by an amount equal to the amount paid by the Series 2005-1
Letter of Credit Provider in respect of such draw.

 

IN
WITNESS WHEREOF, the Trustee has executed and delivered this certificate on this
____ day of_________________, ____.

 

 




 


	 	 	
      [       ],

                                    
      as
      Trustee

       

      By:

	 	 	
      Name: 

      Title:

       

	 	 	
      By:

	 	 	
      Name: 

      Title:




 
























 

ANNEX
B

 

CERTIFICATE
OF UNPAID DEMAND NOTE DEMAND

 

 

[Series
2005-1 Letter of Credit Provider]

[Address]

 

Attention:
[  ]

 

Certificate
of Unpaid Demand Note Demand under the Irrevocable Letter of Credit No.
[      ] (the “Series
2005-1 Letter of Credit”; the
terms defined therein and not other-wise defined herein being used herein as
therein defined), dated as of __________ __, 200_, issued by _____________, as
the Series 2005-1 Letter of Credit Provider, in favor of The Bank of New York,
as the trustee (in such capacity, the “Trustee”), under
that certain Second Amended and Restated Base Indenture (the “Base
Indenture”), dated
as of June 3, 2004, between the Trustee and Cendant Rental Car Funding (AESOP)
LLC (formerly known as AESOP Funding II L.L.C.) (“CRCF”), as
Issuer, as supplemented by that certain Series 2005-1 Supplement thereto (the
“Series
2005-1 Supplement” and,
together with the Base Indenture, the “Indenture”), dated
as of February 25, 2005, among CRCF, as Issuer, the Trustee and The Bank of New
York, as Series 2005-1 Agent.

 

The
undersigned, a duly authorized officer of the Trustee, hereby certifies to the
Series 2005-1 Letter of Credit Provider as follows:

 

1.  [        ] is the
Trustee under the Indenture.

 

2.  The
Trustee is making a drawing under the Series 2005-1 Letter of Credit as required
by Section
[2.5(c)(ii)] [2.5(d)(ii)] of the
Series 2005-1 Supplement in an amount equal to $_________ (the “Unpaid
Demand Note Disbursement”), which
amount is equal to the lesser of (i) the product of the Series 2005-1 Letter of
Credit Provider’s Pro Rata Share as of the date hereof and the Series 2005-1
Unpaid Demand Amount and (ii) the Letter of Credit Amount as in effect on the
date of this certificate.

 

3.  Concurrently
with the draw being demanded hereby, the undersigned is making a draw under each
of the other Series 2005-1 Letters of Credit in an amount equal to the related
other Series 2005-1 Letter of Credit Providers’ Pro Rata
Share of the Series 2005-1 Unpaid Demand Amount.

 

4.  You are
requested to deliver an amount equal to the Unpaid Demand Note Disbursement
pursuant to the following instructions:

 

[Insert
payment instructions for wire to the

 

Trustee
and payment date]

 

5.  The
Trustee acknowledges that, pursuant to the terms of the Series 2005-1 Letter of
Credit, upon the Series 2005-1 Letter of Credit Provider’s honoring in full the
draw 

 





















Annex
B

Page
2

 


amount
set forth in this certificate, the Letter of Credit Amount shall be
automatically reduced by an amount equal to the amount paid by the Series 2005-1
Letter of Credit Provider in respect of such draw.

 

IN
WITNESS WHEREOF, the Trustee has executed and delivered this certificate on this
____ day of ___________________, ________.

 

 




 


	 	 	
      [       ],

                                    
      as
      Trustee

       

      By:

	 	 	
      Name: 

      Title:

       

	 	 	
      By:

	 	 	
      Name: 

      Title:




 


 




















 

ANNEX
C

 

CERTIFICATE
OF TERMINATION DEMAND

 

 

[Series
2005-1 Letter of Credit Provider]

[Address]

 

Attention:
[  ]

 

Certificate
of Termination Demand under the Irrevocable Letter of Credit No.
[   ] (the “Series
2005-1 Letter of Credit”; the
terms defined therein and not otherwise defined herein being used herein as
therein defined), dated as of __________ __, 200_, issued by ___________, as the
Series 2005-1 Letter of Credit Provider, in favor of The Bank of New York, as
the trustee (in such capacity, the “Trustee”), under
that certain Second Amended and Restated Base Indenture (the “Base
Indenture”), dated
as of June 3, 2004, between the Trustee and Cendant Rental Car Funding (AESOP)
LLC (formerly known as AESOP Funding II L.L.C.) (“CRCF”), as
Issuer, as supplemented by that certain Series 2005-1 Supplement thereto (the
“Series
2005-1 Supplement” and,
together with the Base Indenture, the “Indenture”), dated
as of February 25, 2005, among CRCF, as Issuer, the Trustee and The Bank of New
York, as Series 2005-1 Agent.

 

The
undersigned, a duly authorized officer of the Trustee, hereby certifies to the
Series 2005-1 Letter of Credit Provider as follows:

 

1.  [        ] is the
Trustee under the Indenture.

 

2.  The
Trustee is making a drawing under the Series 2005-1 Letter of Credit as required
by Section
2.8[(b)] [(c)]
of the
Series 2005-1 Supplement in an amount equal to $___________ (the “Termination
Disbursement”), which
amount is equal to the lesser of (i) the greater of (A) the excess, if any, of
the Series 2005-1 Required Enhancement Amount over the Series 2005-1 Enhancement
Amount, excluding the Letter of Credit Amount as in effect on the date of this
certificate and (B) the excess, if any, of the Series 2005-1 Required Liquidity
Amount over the Series 2005-1 Liquidity Amount, excluding the Letter of Credit
Amount on the date of this certificate and (ii) the Letter of Credit Amount as
in effect on the date of this certificate.

 

3.  You are
requested to deliver an amount equal to the Termination Disbursement pursuant to
the following instructions:

 

[Insert
payment instructions for wire to the

 

Trustee
and payment date]

 

4.  The
Trustee acknowledges that, pursuant to the terms of the Series 2005-1 Letter of
Credit, upon the Series 2005-1 Letter of Credit Provider’s honoring in full the
draw amount set forth in this certificate, the Letter of Credit Amount shall be
automatically reduced to by an amount equal to the amount paid by the Series
2005-1 Letter of Credit Provider in respect of such draw. 

 





















Annex
C

Page
2


 

IN
WITNESS WHEREOF, the Trustee has executed and delivered this certificate on this
____ day of ________________, ___.

 

 




 


	 	 	
      [       ],

                                   
      as
      Trustee

       

      By:

	 	 	
      Name: 

      Title:

       

	 	 	
      By:

	 	 	
      Name: 

      Title:




 




















 

ANNEX
D

 

 

CERTIFICATE
OF TERMINATION DATE DEMAND

 

 

[Series
2005-1 Letter of Credit Provider]

[Address]

 

Attention:
[  ]

 

Certificate
of Termination Date Demand under the Irrevocable Letter of Credit No.
[  ] (the
“Series
2005-1 Letter of Credit”; the
terms defined therein and not other-wise defined herein being used herein as
therein defined), dated as of __________ __, 200_, issued by _______________, as
the Series 2005-1 Letter of Credit Provider, in favor of The Bank of New York,
as the trustee (in such capacity, the “Trustee”), under
that certain Second Amended and Restated Base Indenture (the “Base
Indenture”), dated
as of June 3, 2004, between the Trustee and Cendant Rental Car Funding (AESOP)
LLC (formerly known as AESOP Funding II L.L.C.) (“CRCF”), as
Issuer, as supplemented by that certain Series 2005-1 Supplement thereto (the
“Series
2005-1 Supplement” and,
together with the Base Indenture, the “Indenture”), dated
as of February 25, 2005, among CRCF, as Issuer, the Trustee and The Bank of New
York, as Series 2005-1 Agent.

 

The
undersigned, a duly authorized officer of the Trustee, hereby certifies to the
Series 2005-1 Letter of Credit Provider as follows:

 

1.  [] is the
Trustee under the Indenture.

 

2.  The
Trustee is making a drawing under the Series 2005-1 Letter of Credit as required
by Section
2.8(d) of the
Series 2005-1 Supplement in an amount equal to $_________ (the “Termination
Date Disbursement”), which
amount is equal to the lesser of (i) the product of the Series 2005-1 Letter of
Credit Provider’s Pro Rata Share as of the date hereof and the Series 2005-1
Demand Note Payment Amount and (ii) the Letter of Credit Amount as in effect on
the date of this certificate.

 

3.  Concurrently
with the draw being demanded hereby, the undersigned is making a draw under each
of the other Series 2005-1 Letters of Credit in an amount
equal to the related other Series 2005-1 Letter of Credit Providers’ Pro Rata
Share of the Series 2005-1 Demand Note Payment Amount.

 

4.  You are
requested to deliver an amount equal to the Termination Date Disbursement
pursuant to the following instructions:

 

[insert
payment instructions for wire to the

 

Trustee
and payment date]

 

5.  The
Trustee acknowledges that, pursuant to the terms of the Series 2005-1 Letter of
Credit, upon the Series 2005-1 Letter of Credit Provider’s honoring in full the
draw amount set forth in this certificate, the Letter of Credit Amount shall be
automatically reduced to zero and the Series 2005-1 Letter of Credit shall
terminate and be immediately returned to the Series 2005-1 Letter of Credit
Provider.

 





















Annex
D

Page
2


IN
WITNESS WHEREOF, the Trustee has executed and delivered this certificate on this
____ day of ________________, ___.

 

 




 


	 	 	
      [       ],

                                
      as
      Trustee

       

      By:

	 	 	
      Name: 

      Title:

       

	 	 	
      By:

	 	 	
      Name: 

      Title:




 


 




















 

ANNEX
E

 

CERTIFICATE
OF REINSTATEMENT OF LETTER OF CREDIT AMOUNT

 

 

[Series
2005-1 Letter of Credit Provider]

[Address]

 

Attention:
[  ]

 

Certificate
of Reinstatement of Letter of Credit Amount under the Irrevocable Letter of
Credit No. [  ] (the
“Series
2005-1 Letter of Credit”; the
terms defined therein and not otherwise defined herein being used herein as
therein defined), dated as of __________ __, 200_, issued by _______________, as
the Series 2005-1 Letter of Credit Provider, in favor of The Bank of New York,
as the trustee (in such capacity, the “Trustee”), under
that certain Second Amended and Restated Base Indenture, dated as of June 3,
2004, between the Trustee and Cendant Rental Car Funding (AESOP) LLC (formerly
known as AESOP Funding II L.L.C.) (“CRCF”), as
Issuer, as supplemented by that certain Series 2005-1 Supplement thereto, dated
as of February 25, 2005, among CRCF, as Issuer, the Trustee and The Bank of New
York, as Series 2005-1 Agent.

 

The
undersigned, a duly authorized officer of Cendant Corporation (“Cendant”),
hereby certifies to the Series 2005-1 Letter of Credit Provider as
follows:

 

1.  As of the
date of this certificate, the Series 2005-1 Letter of Credit Provider has been
reimbursed by [ ] in the
amount of $[ ] (the
“Reimbursement
Amount”) in
respect of the [Lease Deficit Demand] [Unpaid Demand Note Demand] made on
____________, ____.

 

2.  Cendant
hereby notifies you that, pursuant to the terms and conditions of the Series
2005-1 Letter of Credit, the Letter of Credit Amount of the Series 2005-1 Letter
of Credit Provider is hereby reinstated in the amount of $[] (the
“Reinstatement
Amount”)
[NOT
TO EXCEED REIMBURSEMENT AMOUNT] so that
the Letter of Credit Amount of the Series 2005-1 Letter of Credit Provider after
taking into account such reinstatement is in an amount equal to $[ ]
[NOT
TO EXCEED MAXIMUM AMOUNT OF LETTER OF CREDIT PRIOR TO DRAWING].

 

3.  As of the
date of this Certificate, no Event of Bankruptcy with respect to Cendant, any
Lessee or any Permitted Sublessee has occurred and is continuing. “Event
of Bankruptcy”, with
respect to Cendant, any Lessee or any Permitted Sublessee, means (a) a case or
other proceeding shall be commenced, without the application or consent of such
Person, in any court, seeking the liquidation, reorganization, debt arrangement,
dissolution, winding up, or composition or readjustment of debts of such Person,
the appointment of a trustee, receiver, custodian, liquidator, assignee,
sequestrator or the like for such Person or all or any substantial part of its
assets, or any similar action with respect to such Person under any law relating
to bankruptcy, insolvency, reorganization, winding up or composition or
adjustment of debts, and such case or proceeding shall continue undismissed, or
unstayed and 

 






















Annex
E

Page
2

 



in
effect, for a period of 60 consecutive days; or an order for relief in respect
of such Person shall be entered in an involuntary case under the federal
bankruptcy laws or other similar laws now or hereafter in effect; or (b) such
Person shall commence a voluntary case or other proceeding under any applicable
bankruptcy, insolvency, reorganization, debt arrangement, dissolution or other
similar law now or hereafter in effect, or shall consent to the appointment of
or taking possession by a receiver, liquidator, assignee, trustee, custodian,
sequestrator (or other similar official) for such Person or for any substantial
part of its property, or shall make any general assignment for the benefit of
creditors; or (c) the board of directors of such Person (if such Person is a
corporation or similar entity) shall vote to implement any of the actions set
forth in clause (b) above.

 

4.  As of the
date of this Certificate, (i) no Event of Default (as defined in the Credit
Agreement) has occurred and is continuing under the Credit Agreement and (ii)
the sum of the Reinstatement Amount and all L/C Exposure (as defined in the
Credit Agreement) as of the date hereof does not exceed the maximum amount
permitted under Section 2.25 of the Credit Agreement.

 

IN
WITNESS WHEREOF, Cendant has executed and delivered this certificate on this ___
day of _____________, ___.

 


	 	 	
      CENDANT
      CORPORATION

       

       

      By:

	 	 	
      Name: 

      Title:




 

Acknowledged
and Agreed:

 

The
undersigned hereby acknowledges receipt of the Reimbursement Amount (as defined
above) in the amount set forth above and agrees for the benefit of the Trustee
that the undersigned’s Letter of Credit Amount is in an amount equal to
$__________ as of the date hereof after taking into account the reinstatement of
the undersigned’s Letter of Credit Amount by an amount equal to the
Reinstatement Amount.

 


	
      [Series
      2005-1 Letter of Credit Provider]

       

       

      By:

	
      Name: 

      Title:

       




 





 























 

ANNEX
F

 

CERTIFICATE
OF TERMINATION

 

 

[Series
2005-1 Letter of Credit Provider]

[Address]

 

Attention:
[  ]

 

Certificate
of Termination of Letter of Credit Amount under the Irrevocable Letter of Credit
No. [  ] (the
“Series
2005-1 Letter of Credit”; the
terms defined therein and not otherwise defined herein being used herein as
therein defined), dated as of __________ __, 200_, issued by _______________, as
the Series 2005-1 Letter of Credit Provider, in favor of The Bank of New York,
as the trustee (the “Trustee”), under
that certain Second Amended and Restated Base Indenture (the “Base
Indenture”), dated
as of June 3, 2004, between the Trustee and Cendant Rental Car Funding (AESOP)
LLC (formerly known as AESOP Funding II L.L.C.) (“CRCF”), as
Issuer, as supplemented by that certain Series 2005-1 Supplement thereto (the
“Series
2005-1 Supplement” and,
together with the Base Indenture, the “Indenture”), dated
as of February 25, 2005, among CRCF, as Issuer, the Trustee and The Bank of New
York, as Series 2005-1 Agent.

 

The
undersigned, duly authorized officers of the Trustee, hereby certify to the
Series 2005-1 Letter of Credit Provider as follows:

 

1.  [        ] is the
Trustee under the Indenture.

 

2.  As of the
date of this certificate, the Series 2005-1 Letter of Credit Termination Date
has occurred under the Series 2005-1 Supplement.

 

3.  The
Trustee hereby notifies the Series 2005-1 Letter of Credit Provider that as a
result of the occurrence of the Series 2005-1 Letter of Credit Termination Date,
the undersigned is returning the Series 2005-1 Letter of Credit Provider’s
Series 2005-1 Letter of Credit to the Series 2005-1 Letter of Credit
Provider.


 






















Annex
F

Page
2



IN
WITNESS WHEREOF, the Trustee has executed and delivered this certificate on this
____ day of_________________.

 

 




 


	 	 	
      [       ],

                                   
      as
      Trustee

       

       

      By:

	 	 	
      Name: 

      Title:

       

	 	 	
      By:

	 	 	
      Name: 

      Title:




 


 




















 

ANNEX
G

 

INSTRUCTION
TO TRANSFER

 

______________
__, ____

 

 

[Series
2005-1 Letter of Credit Provider]

[Address]

 

Attention:
[  ]

 

Re: Irrevocable
Letter of Credit No. [  ]

 

Ladies
and Gentlemen:

 

For value
received, the undersigned beneficiary hereby irrevocably transfers
to:

 

________________________________

 

(Name of
Transferee]

 

 

________________________________

 

 

[Address]

 

all
rights of the undersigned beneficiary to draw under the above-captioned Series
2005-1 Letter of Credit (the “Series
2005-1 Letter of Credit”) issued
by the Series 2005-1 Letter of Credit Provider named therein in favor of the
undersigned. The transferee has succeeded the under-signed as Trustee under that
certain Second Amended and Restated Base Indenture, dated as of June 3, 2004,
between the Trustee and Cendant Rental Car Funding (AESOP) LLC (formerly known
as AESOP Funding II L.L.C.) (“CRCF”), as
supplemented by that certain Series 2005-1 Supplement thereto, dated as of
February 25, 2005, among CRCF, as Issuer, the Trustee and The Bank of New York,
as Series 2005-1 Agent.

 

By this
transfer, all rights of the undersigned beneficiary in the Series 2005-1 Letter
of Credit are transferred to the transferee and the transferee shall hereafter
have the sole rights as beneficiary thereof; provided,
however, that no
rights shall be deemed to have been transferred to the transferee until such
transfer complies with the requirements of the Series 2005-1 Letter of Credit
pertaining to transfers.

 

























Annex
G

Page
2

 



The
Series 2005-1 Letter of Credit is returned herewith and in accordance therewith
we ask that this transfer be effective and that the Series 2005-1 Letter of
Credit Provider transfer the Series 2005-1 Letter of Credit to our transferee or
that, if so requested by the transferee, the Series 2005-1 Letter of Credit
Provider issue a new irrevocable letter of credit in favor of the transferee
with provisions consistent with the Series 2005-1 Letter of Credit.

 




 


	 	 	
      [       ],

                                      
      as
      Trustee

       

      By:

	 	 	
      Name: 

      Title:

       

	 	 	
      By:

	 	 	
      Name: 

      Title:




 




 






















 


		 	 	
      Exhibit
      E

      to

      Series 2005-1

      Supplement




 

FORM OF
LEASE PAYMENT DEFICIT NOTICE

 

[DATE]







The Bank
of New York, as Trustee

c/o BNY
Midwest Company

2 North
LaSalle Street

Chicago,
IL 60602







Attn:
Corporate Trust Officer




Reference
is made to that certain Second Amended and Restated Base Indenture, dated as of
June 3, 2004, between The Bank of New York, as Trustee (in such capacity, the
“Trustee”) and
Cendant Rental Car Funding (AESOP) LLC (“CRCF”), as
Issuer, as supplemented by that certain Series 2005-1 Supplement thereto (the
“Series
2005-1 Supplement”), dated
as of February 25, 2005, among CRCF, as Issuer, the Trustee and The Bank of New
York, as Series 2005-1 Agent. Capitalized terms used herein and not defined
herein have the meaning set forth in the Series 2005-1 Supplement.




Pursuant
to Section 2.3(b) of the Series 2005-1 Supplement, Cendant Car Rental Group,
Inc., in its capacity as Administrator under the Series 2005-1 Supplement and
the Related Documents, hereby provides notice of a Series 2005-1 Lease Payment
Deficit in the amount of $[   ].


	 	 	
      CENDANT
      CAR RENTAL GROUP, INC.

       

      By:

	 	 	
      Name: 

      Title:








 




















 

FORM OF
DEMAND NOTICE

 

[DATE]







[Insert
Demand Note Issuer]













Ladies
and Gentlemen:




Reference
is made to that certain Second Amended and Restated Base Indenture, dated as of
June 3, 2004, between Cendant Rental Car Funding (AESOP) LLC (“CRCF”), as
Issuer, and The Bank of New York, as Trustee (in such capacity, the “Trustee”),
as supplemented by that certain Series 2005-1 Supplement thereto (the
“Series
2005-1 Supplement”), dated
as of February 25, 2005, among CRCF, as Issuer, the Trustee and The Bank of New
York, as Series 2005-1 Agent. Capitalized terms used herein and not defined
herein have the meaning set forth in the Series 2005-1 Supplement.




Pursuant
to Section
2.5[(c)(i)][(d)(i)] of the
Series 2005-1 Supplement, the Trustee under the Series 2005-1 Supplement hereby
makes a demand for payment on the Series 2005-1 Demand Notes in the amount of
$[   ].











	 	 	
      THE
      BANK OF NEW YORK, as Trustee

       

      By:

	 	 	
      Name: 

      Title: