Series 2007-2 Supplement, dated as of June 6, 2007


    Exhibit
      10.1

     

    AVIS
      BUDGET RENTAL CAR FUNDING (AESOP) LLC,

    as
      Issuer

     

     

    and

     

     

    THE
      BANK
      OF NEW YORK TRUST COMPANY, N.A.,

    as
      Trustee and Series 2007-2 Agent

     

     

     

     

     

     

    _____________________

     

     

    SERIES
      2007-2 SUPPLEMENT

    dated
      as
      of June 6, 2007

     

    to

     

    SECOND
      AMENDED AND RESTATED BASE INDENTURE

    dated
      as
      of June 3, 2004

     

    _____________________

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

       

      Table
        of Contents

      

        
          	 	 	
                  Page

                	 
	 	 	 	 
	
                  ARTICLE
                    I

                	
                  DEFINITIONS

                	
                  1

                	 
	
                  ARTICLE
                    II

                	
                  SERIES
                    2007-2 ALLOCATIONS

                	
                  24

                	 
	
                  Section
                    2.1

                	
                  Establishment
                    of Series 2007-2 Collection Account, Series 2007-2 Excess Collection
                    Account and Series 2007-2 Accrued Interest Account

                	
                  24

                	 
	
                  Section
                    2.2

                	
                  Allocations
                    with Respect to the Series 2007-2 Notes

                	
                  24

                	 
	
                  Section
                    2.3

                	
                  Payments
                    to Noteholders and Each Series 2007-2 Interest Rate Swap
                    Counterparty

                	
                  28

                	 
	
                  Section
                    2.4

                	
                  Payment
                    of Note Interest

                	
                  32

                	 
	
                  Section
                    2.5

                	
                  Payment
                    of Note Principal

                	
                  32

                	 
	
                  Section
                    2.6

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

                	
                  36

                	 
	
                  Section
                    2.7

                	
                  Series-2007-2
                    Reserve Account

                	
                  36

                	 
	
                  Section
                    2.8

                	
                  Series
                    2007-2 Letters of Credit and Series 2007-2 Cash Collateral
                    Account

                	
                  38

                	 
	
                  Section
                    2.9

                	
                  Series
                    2007-2 Distribution Account

                	
                  43

                	 
	
                  Section
                    2.10

                	
                  Series
                    2007-2 Interest Rate Swaps

                	
                  45

                	 
	
                  Section
                    2.11

                	
                  Series
                    2007-2 Accounts Permitted Investments

                	
                  46

                	 
	
                  Section
                    2.12

                	
                  Series
                    2007-2 Demand Notes Constitute Additional Collateral for Series
                    2007-2
                    Notes

                	
                  46

                	 
	
                  ARTICLE
                    III

                	
                  AMORTIZATION
                    EVENTS

                	
                  47

                	 
	
                  
                    ARTICLE
                      IV

                  

                	
                  RIGHT
                    TO WAIVE PURCHASE RESTRICTIONS

                	
                  48

                	 
	
                  ARTICLE
                    V

                	
                  FORM
                    OF SERIES 2007-2 NOTES

                	
                  50

                	 
	
                  Section
                    5.1

                	
                  Restricted
                    Global Series 2007-2 Notes

                	
                  50

                	 
	
                  Section
                    5.2

                	
                  Temporary
                    Global Series 2007-2 Notes; Permanent Global Series 2007-2
                    Notes

                	
                  50

                	 
	
                  ARTICLE
                    VI

                	
                  GENERAL

                	
                  50

                	 
	
                  Section
                    6.1

                	
                  Optional
                    Repurchase

                	
                  50

                	 
	
                  Section
                    6.2

                	
                  Information

                	
                  51

                	 
	
                  Section
                    6.3

                	
                  Exhibits

                	
                  51

                	 
	
                  Section
                    6.4

                	
                  Ratification
                    of Base Indenture

                	
                  51

                	 
	
                  Section
                    6.5

                	
                  Counterparts

                	
                  51

                	 
	
                  Section
                    6.6

                	
                  Governing
                    Law

                	
                  51

                	 
	
                  Section
                    6.7

                	
                  Amendments

                	
                  51

                	 
	
                  Section
                    6.8

                	
                  Discharge
                    of Indenture

                	
                  52

                	 
	
                  Section
                    6.9

                	
                  Notice
                    to Surety Provider, Rating Agencies and each Series 2007-2 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 ABRCF

                	
                  53

                	 


        

      

      


    

     

    
    

     

    
      
        
        

      

      
        (i)

        
          

        

      

      
        
        

      

    

     

    Table
      of Contents

    (continued)


      
        	 	 	
                Page

              	 


      

    

    
      
        	 	 	 	 
	
                Section
                  6.13

              	
                [RESERVED]

              	
                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
                  2007-2 Demand Notes

              	
                53

              	 
	
                Section
                  6.18

              	
                Subrogation

              	
                54

              	 
	
                Section
                  6.19

              	
                Termination
                  of Supplement

              	
                54

              	 
	
                Section
                  6.20

              	
                Condition
                  to Termination of ABRCF’s Obligations

              	
                54

              	 
	
                Section
                  6.21

              	
                Confidential
                  Information.

              	
                54

              	 


      

    

     

     

    
 

    
      
        
        

      

      
        (ii)

        
          

        

      

      
        
        

      

    


    SERIES
      2007-2 SUPPLEMENT, dated as of June 6, 2007 (this “Supplement”),
      among
      AVIS BUDGET RENTAL CAR FUNDING (AESOP) LLC, a special purpose limited liability
      company established under the laws of Delaware (“ABRCF”),
      The
      Bank of New York Trust Company, N.A., a limited purpose national banking
      association with trust powers, 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 Trust Company, N.A., as agent (in such capacity, the
“Series
      2007-2 Agent”)
      for
      the benefit of the Series 2007-2 Noteholders, each Series 2007-2 Interest Rate
      Swap Counterparty and the Surety Provider, to the Second Amended and Restated
      Base Indenture, dated as of June 3, 2004, between ABRCF 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
      ABRCF and the Trustee may at any time and from time to time enter into a
      supplement to the Base Indenture for the purpose of authorizing the issuance
      of
      one or more Series of Notes;

     

     

    NOW,
      THEREFORE, the parties hereto agree as follows:

     

     

    DESIGNATION

     

    There
      is
      hereby created a Series of Notes to be issued pursuant to the Base Indenture
      and
      this Supplement, and such Series of Notes shall be designated generally as
      the
      Series 2007-2 Floating Rate Rental Car Asset Backed Notes.

     

    The
      proceeds from the sale of the Series 2007-2 Notes shall be deposited in the
      Collection Account and shall be paid to ABRCF 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 2007-2 Notes are a non-Segregated Series of Notes (as more fully
      described in the Base Indenture). Accordingly, all references in this Supplement
      to “all” Series of Notes (and all references in this Supplement to terms defined
      in the Base Indenture that contain references to “all” Series of Notes) shall
      refer to all Series of Notes other than Segregated Series of Notes.

     

     

    ARTICLE
      I

     

    DEFINITIONS

     

    (a) All
      capitalized terms not otherwise defined herein are defined in the Definitions
      List attached to the Base Indenture as Schedule I thereto. All Article, Section,
      Subsection or Exhibit references herein shall refer to Articles, Sections,
      Subsections or Exhibits of this Supplement, except as otherwise provided herein.
      Unless otherwise stated herein, as the 

     

    
      
        
        

      

      
        -1-

        
          

        

      

      
        
        

      

    

    context
      otherwise requires or if such term is otherwise defined in the Base Indenture,
      each capitalized term used or defined herein shall relate only to the Series
      2007-2 Notes and not to any other Series of Notes issued by ABRCF. In the event
      that a term used herein shall be defined both herein and in the Base Indenture,
      the definition of such term herein shall govern.

     

    (b) The
      following words and phrases shall have the following meanings with respect
      to
      the Series 2007-2 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:

     

    “ABCR”
means
      Avis Budget Car Rental, LLC.

     

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

     

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

     

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

     

    “Certificate
      of Lease Deficit Demand”
means
      a
      certificate substantially in the form of Annex
      A
      to the
      Series 2007-2 Letters of Credit.

     

    “Certificate
      of Termination Date Demand”
means
      a
      certificate substantially in the form of Annex
      D
      to the
      Series 2007-2 Letters of Credit.

     

    “Certificate
      of Termination Demand”
means
      a
      certificate substantially in the form of Annex
      C
      to the
      Series 2007-2 Letters of Credit.

     

    “Certificate
      of Unpaid Demand Note Demand”
means
      a
      certificate substantially in the form of Annex
      B
      to the
      Series 2007-2 Letters of Credit.

     

    “Clearstream”
is
      defined in Section 5.2.

     

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

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

    performance
      by such Bankrupt Manufacturer of a new post-petition Manufacturer Program (and
      the related assignment agreements) on the same terms and covering the same
      Vehicles as such Bankrupt Manufacturer’s Manufacturer Program (and the related
      Assignment Agreements) in effect on the date such Bankrupt Manufacturer became
      subject to such Chapter 11 Proceedings and, at the time of the execution and
      delivery of such new post-petition Manufacturer Program, the payment of all
      amounts due and payable by such Bankrupt Manufacturer under such Manufacturer
      Program and the curing of all other defaults by the Bankrupt Manufacturer
      thereunder; provided
      that
      notwithstanding the foregoing, the Confirmation Condition shall be deemed
      satisfied until the 90th
      calendar
      day following the initial filing in respect of such Chapter 11
      Proceedings.

     

    “Consent”
is
      defined in Article IV.

     

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

     

    “Demand
      Note Issuer”
means
      each issuer of a Series 2007-2 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
      2007-2 Letter of Credit, or any combination thereof, as the context may
      require.

     

    “Euroclear”
is
      defined in Section 5.2.

     

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

     

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

     

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

     

    “Fixed
      Rate Payment”
means,
      for any Distribution Date, the amount, if any, payable by ABRCF as the “Fixed
      Amount” under any Series 2007-2 Interest Rate Swap after the netting of payments
      due to ABRCF as the “Floating Amount” from the Series 2007-2 Interest Rate Swap
      Counterparty under such Series 2007-2 Interest Rate Swap on such Distribution
      Date.

     

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

     

    “Insurance
      Agreement”
means
      the Insurance Agreement, dated as of June 6, 2007, among the Surety Provider,
      the Trustee and ABRCF, which shall constitute an “Enhancement Agreement” with
      respect to the Series 2007-2 Notes for all purposes under the
      Indenture.

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

    “Insured
      Principal Deficit Amount”
means,
      with respect to any Distribution Date, the excess, if any, of (a) the Series
      2007-2 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 2007-2 Available Reserve Account
      Amount on such Distribution Date, the Series 2007-2 Letter of Credit Amount
      on
      such Distribution Date and the Series 2007-2 AESOP I Operating Lease Loan
      Agreement Borrowing Base on such Distribution Date.

     

    “Lease
      Deficit Disbursement”
means
      an amount drawn under a Series 2007-2 Letter of Credit pursuant to a Certificate
      of Lease Deficit Demand.

     

    “LIBOR”
means,
      with respect to each Series 2007-2 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 the Reuters
      Screen LIBOR01 Page 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 the Reuters Screen
      LIBOR01 Page, 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 2007-2 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 2007-2 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 2007-2 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 2007-2 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 2007-2 Interest Period will
      be the same as “LIBOR” for the immediately preceding Series 2007-2 Interest
      Period.

     

    “LIBOR
      Determination Date”
means,
      with respect to any Series 2007-2 Interest Period, the second London Banking
      Day
      preceding the first day of such Series 2007-2 Interest Period.

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

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

     

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

     

    “Monthly
      Total Principal Allocation”
means
      for any Related Month the sum of all Series 2007-2 Principal Allocations with
      respect to such Related Month.

     

    “Moody’s
      Excluded Manufacturer Receivable Specified Percentage”
means,
      as of any date of determination, with respect to each Moody’s Non-Investment
      Grade Manufacturer as of such date, the percentage (not to exceed 100%) most
      recently specified in writing by Moody’s to ABRCF and the Trustee and consented
      to by the Surety Provider with respect to such Moody’s Non-Investment Grade
      Manufacturer; provided,
      however,
      that as
      of the Series 2007-2 Closing Date the Moody’s Excluded Manufacturer Receivable
      Specified Percentage for each Moody’s Non-Investment Grade Manufacturer shall be
      100%; provided further
      that the
      initial Moody’s Excluded Manufacturer Receivable Specified Percentage with
      respect to any Manufacturer that becomes a Moody’s Non-Investment Grade
      Manufacturer after the Series 2007-2 Closing Date shall be 100%.

     

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

     

    “Moody’s
      Non-Investment Grade Manufacturer”
means,
      as of any date of determination, any Manufacturer that (i) is not a Bankrupt
      Manufacturer and (ii) does not have a long-term senior unsecured debt rating
      of
      at least “Baa3” from Moody’s; provided
      that any
      Manufacturer whose long-term senior unsecured debt rating is downgraded from
      at
      least “Baa3” to below “Baa3” by Moody’s after the Series 2007-2 Closing Date
      shall not be deemed a Moody’s Non-Investment Grade Manufacturer until the
      thirtieth (30th)
      calendar day following such downgrade.

     

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

     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

    “Permanent
      Global Series 2007-2 Note”
      is
      defined in Section 5.2.

     

    “Pre-Preference
      Period Demand Note Payments”
means,
      as of any date of determination, the aggregate amount of all proceeds of demands
      made on the Series 2007-2 Demand Notes included in the Series 2007-2 Demand
      Note
      Payment Amount as of the Series 2007-2 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 2007-2 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 2007-2
      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 2007-2 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 2007-2
      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 2007-2 AESOP I Operating Lease Loan
      Agreement Borrowing Base on such date and (2) the lesser of (a) the Series
      2007-2 Liquidity Amount on such date and (b) the Series 2007-2 Required
      Liquidity Amount on such date.

     

    “Pro
      Rata Share”
means,
      with respect to any Series 2007-2 Letter of Credit Provider as of any date,
      the
      fraction (expressed as a percentage) obtained by dividing (A) the available
      amount under such Series 2007-2 Letter of Credit Provider’s Series 2007-2 Letter
      of Credit as of such date by (B) an amount equal to the aggregate available
      amount under all Series 2007-2 Letters of Credit as of such date; provided,
      that
      only for purposes of calculating the Pro Rata Share with respect to any Series
      2007-2 Letter of Credit Provider as of any date, if such Series 2007-2 Letter
      of
      Credit Provider has not complied with its obligation to pay the Trustee the
      amount of any draw under its Series 2007-2 Letter of Credit made prior to such
      date, the available amount under such Series 2007-2 Letter of Credit Provider’s
      Series 2007-2 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 2007-2 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 

     

    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    

    the
      undersigned’s actual liability in respect of any failure to pay any demand under
      its Series 2007-2 Letter of Credit).

     

    “Qualified
      Interest Rate Swap Counterparty”
means
      a
      counterparty (A) who is acceptable to the Surety Provider (in the exercise
      of
      its reasonable judgment) and (B) who is a 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 2007-2 Interest Rate Swap guaranteed by a Person
      that has, (i) a short-term senior, unsecured debt, deposit, claims paying or
      credit (as the case may be) rating of at least “A-1”, or if such bank, financial
      institution or Person does not have a short-term senior, unsecured debt rating,
      then a long-term senior, unsecured debt, deposit, claims paying or credit (as
      the case may be) rating of at least “A+”, in each case, from Standard &
Poor’s and (ii) a short-term senior, unsecured debt, deposit, claims paying or
      credit (as the case may be) rating of “P-1”, or if such bank, financial
      institution or Person does not have a short-term senior, unsecured debt rating,
      then a long-term senior, unsecured debt, deposit, claims paying or credit (as
      the case may be) rating of at least “A1”, in each case, from
      Moody’s.

     

    “Requisite
      Noteholders”
means
      Series 2007-2 Noteholders holding more than 50% of the Series 2007-2 Invested
      Amount.

     

    “Restricted
      Global Series 2007-2 Note”
is
      defined in Section 5.1.

     

    “Reuters
      Screen LIBOR01 Page”
means
      the display page currently designated as the Reuters Screen LIBOR01 Page (or
      such other page as may replace such page on such service for the purpose of
      displaying comparable rates) as reported by Bloomberg Financial Market
      Commodities News.

     

    “Selected
      Fleet Market Value”
means,
      with respect to all Adjusted Program Vehicles and all Non-Program Vehicles
      (excluding (i) any Unaccepted Program Vehicles, (ii) any Excluded Redesignated
      Vehicles and (iii) any other Non-Program Vehicles that are subject to a
      Manufacturer Program with an Eligible Non-Program Manufacturer with
      respect to which no Manufacturer Event of Default has occurred and is
      continuing)
      as of
      any date of determination, the sum of the respective Market Values of each
      such
      Adjusted Program Vehicle and each such Non-Program Vehicle, in each case subject
      to the AESOP I Operating Lease or the Finance Lease as of such date. For
      purposes of computing the Selected Fleet Market Value, the “Market Value” of an
      Adjusted Program Vehicle or a Non-Program Vehicle means
      the
      market value of such Vehicle as specified in the most recently published NADA
      Guide for the model class and model year of such Vehicle based on the average
      equipment and the average mileage of each Vehicle of such model class and model
      year then leased under the AESOP I Operating Lease and the Finance Lease;
provided,
      that if
      the NADA Guide is not being published or the NADA Guide is being published
      but
      such Vehicle is not included therein, the Market Value of such Vehicle shall
      be
      based on the market value specified in the most recently published Finance
      Guide
      for the model class and model year of such Vehicle based on the average
      equipment and the average mileage of each Vehicle of such model class and model
      year then leased under the AESOP I Operating Lease or the Finance Lease;
provided,
      further,
      that if
      the Finance Guide is being published but such Vehicle is not included therein,
      the Market Value of such Vehicle shall mean (x) in the case of an Adjusted
      Program Vehicle, the Adjusted Net Book Value of such Adjusted Program Vehicle
      and (y) in the case of a Non-Program Vehicle,

     

    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    

     the
      Net Book Value of such Non-Program
      Vehicle
provided,
      further,
      that if
      the Finance Guide is not being published, the Market Value of such Vehicle
      shall
      be based on an independent third-party data source selected by the Administrator
      and approved by each Rating Agency that is rating any Series of Notes and the
      Surety Provider (such approval not to be unreasonably withheld or delayed),
      at
      the request of ABRCF based on the average equipment and average mileage of
      each
      Vehicle of such model class and model year then leased under the AESOP I
      Operating Lease or the Finance Lease; provided,
      further,
      that if
      no such third-party data source or methodology shall have been so approved
      or
      any such third-party data source or methodology is not available, the Market
      Value of such Vehicle shall be equal to a reasonable estimate of the wholesale
      market value of such Vehicle as determined by the Administrator, based on the
      Net Book Value of such Vehicle and any other factors deemed relevant by the
      Administrator.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

    

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

     

    “Series
      2006-1 Notes”
means
      the Series of Notes designated as the Series 2006-1 Notes.

     

    “Series
      2006-2 Notes”
means
      the Series of Notes designated as the Series 2006-2 Notes.

     

    “Series
      2007-1 Notes”
means
      the Series of Notes designated as the Series 2007-1 Notes.

     

    “Series
      2007-2 Accounts”
means
      each of the Series 2007-2 Distribution Account, the Series 2007-2 Reserve
      Account, the Series 2007-2 Collection Account, the Series 2007-2 Excess
      Collection Account and the Series 2007-2 Accrued Interest Account.

     

    “Series
      2007-2 Accrued Interest Account”
is
      defined in Section 2.1(b).

     

    “Series
      2007-2 Adjusted Monthly Interest”
means
      (a) for the initial Distribution Date, an amount equal to $4,337,666.67 and
      (b)
      for any other Distribution Date, the sum of (i) an amount equal to the product
      of (1) the Series 2007-2 Note Rate for the Series 2007-2 Interest Period ending
      on the day preceding such Distribution Date, (2) the Series 2007-2 Outstanding
      Principal Amount on the first day of such Series 2007-2 Interest Period and
      (3)
      a fraction, the numerator of which is the actual number of days in such Series
      2007-2 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
      2007-2 AESOP I Operating Lease Loan Agreement Borrowing Base”
means,
      as of any date of determination, the product of (a) the Series 2007-2 AESOP
      I
      Operating Lease Vehicle Percentage as of such date and (b) the excess of
      (i) the AESOP I Operating Lease Loan Agreement Borrowing Base as of such
      date over
      (ii) the Excluded Receivable Amount as of such date.

     

     

    “Series
      2007-2 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 2007-2
      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
      2007-2 Agent”
is
      defined in the recitals hereto.

     

    “Series
      2007-2 Available Cash Collateral Account Amount”
means,
      as of any date of determination, the amount on deposit in the Series 2007-2
      Cash
      Collateral Account (after giving effect to any deposits thereto and withdrawals
      and releases therefrom on such date).

     

    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    

    “Series-2007-2
      Available Reserve Account Amount”
means,
      as of any date of determination, the amount on deposit in the Series 2007-2
      Reserve Account (after giving effect to any deposits thereto and withdrawals
      and
      releases therefrom on such date).

     

    “Series
      2007-2 Carryover Controlled Amortization Amount”
means,
      with respect to any Related Month during the Series 2007-2 Controlled
      Amortization Period, the amount, if any, by which the portion of the Monthly
      Total Principal Allocation paid to the Series 2007-2 Noteholders pursuant to
      Section 2.5(e) for the previous Related Month was less than the Series 2007-2
      Controlled Distribution Amount for the previous Related Month; provided,
      however,
      that for
      the first Related Month in the Series 2007-2 Controlled Amortization Period,
      the
      Series 2007-2 Carryover Controlled Amortization Amount shall be
      zero.

     

    “Series
      2007-2 Cash Collateral Account”
is
      defined in Section 2.8(f).

     

    “Series
      2007-2 Cash Collateral Account Collateral”
is
      defined in Section 2.8(a).

     

    “Series
      2007-2 Cash Collateral Account Surplus”
means,
      with respect to any Distribution Date, the lesser of (a) the Series 2007-2
      Available Cash Collateral Account Amount and (b) the lesser of (A) the excess,
      if any, of the Series 2007-2 Liquidity Amount (after giving effect to any
      withdrawal from the Series 2007-2 Reserve Account on such Distribution Date)
      over the Series 2007-2 Required Liquidity Amount on such Distribution Date
      and
      (B) the excess, if any, of the Series 2007-2 Enhancement Amount (after giving
      effect to any withdrawal from the Series 2007-2 Reserve Account on such
      Distribution Date) over the Series 2007-2 Required Enhancement Amount on such
      Distribution Date; provided,
      however
      that, on
      any date after the Series 2007-2 Letter of Credit Termination Date, the Series
      2007-2 Cash Collateral Account Surplus shall mean the excess, if any, of (x)
      the
      Series 2007-2 Available Cash Collateral Account Amount over (y) the Series
      2007-2 Demand Note Payment Amount minus the
      Pre-Preference Period Demand Note Payments as of such date.

     

    “Series
      2007-2 Cash Collateral Percentage”
means,
      as of any date of determination, the percentage equivalent of a fraction, the
      numerator of which is the Series 2007-2 Available Cash Collateral Amount as
      of
      such date and the denominator of which is the Series 2007-2 Letter of Credit
      Liquidity Amount as of such date.

     

    “Series
      2007-2 Closing Date”
means
      June 6, 2007.

     

    “Series
      2007-2 Collateral”
means
      the Collateral, each Series 2007-2 Letter of Credit, each Series 2007-2 Demand
      Note, the Series 2007-2 Distribution Account Collateral, the Series 2007-2
      Interest Rate Swap Collateral, the Series 2007-2 Cash Collateral Account
      Collateral and the Series 2007-2 Reserve Account Collateral.

     

    “Series
      2007-2 Collection Account”
is
      defined in Section 2.1(b).

     

    “Series
      2007-2 Controlled Amortization Amount”
means,
      with respect to each Related Month during the Series 2007-2 Controlled
      Amortization Period, $108,333,333.33 (or $108,333,333.35 on the Series 2007-2
      Expected Final Distribution Date).

     

    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    

    “Series
      2007-2 Controlled Amortization Period”
means
      the period commencing at the opening of business on February 1, 2012 (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 2007-2
      Rapid Amortization Period, (ii) the date on which the Series 2007-2 Notes are
      fully paid and (iii) the termination of the Indenture.

     

    “Series
      2007-2 Controlled Distribution Amount”
means,
      with respect to any Related Month during the Series 2007-2 Controlled
      Amortization Period, an amount equal to the sum of the Series 2007-2 Controlled
      Amortization Amount and any Series 2007-2 Carryover Controlled Amortization
      Amount for such Related Month.

     

    “Series
      2007-2 Demand Note”
means
      each demand note made by a Demand Note Issuer, substantially in the form of
      Exhibit
      C,
      as
      amended, modified or restated from time to time.

     

    “Series
      2007-2 Demand Note Payment Amount”
means,
      as of the Series 2007-2 Letter of Credit Termination Date, the aggregate amount
      of all proceeds of demands made on the Series 2007-2 Demand Notes pursuant
      to
      Section 2.5(b) or (c) that were deposited into the Series 2007-2
      Distribution Account and paid to the Series 2007-2 Noteholders during the one
      year period ending on the Series 2007-2 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 2007-2 Demand Note Payment Amount as of the Series
      2007-2 Letter of Credit Termination Date shall equal the Series 2007-2 Demand
      Note Payment Amount as if it were calculated as of the date of such
      occurrence.

     

    “Series
      2007-2 Deposit Date”
is
      defined in Section 2.2.

     

    “Series
      2007-2 Distribution Account”
is
      defined in Section 2.9(a).

     

    “Series
      2007-2 Distribution Account Collateral”
is
      defined in Section 2.9(d).

     

    “Series
      2007-2 Eligible Letter of Credit Provider”
means
      a
      Person satisfactory to ABCR, the Demand Note Issuers and the Surety Provider
      and
      having, at the time of the issuance of the related Series 2007-2 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 2007-2 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 2007-2 Eligible Letter of Credit Provider until ABRCF
      has
      provided 10 days’ prior notice to the Rating Agencies that such Person has been
      proposed as a Series 2007-2 Letter of Credit Provider.

     

    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    

    “Series
      2007-2 Enhancement”
means
      the Series 2007-2 Cash Collateral Account Collateral, the Series 2007-2 Letters
      of Credit, the Series 2007-2 Demand Notes, the Series 2007-2
      Overcollateralization Amount and the Series 2007-2 Reserve Account
      Amount.

     

    “Series
      2007-2 Enhancement Amount”
means,
      as of any date of determination, the sum of (i) the Series 2007-2
      Overcollateralization Amount as of such date, (ii) the Series 2007-2 Letter
      of
      Credit Amount as of such date, (iii) the Series 2007-2 Available Reserve Account
      Amount as of such date and
      (iv)
      the amount of cash and Permitted Investments on deposit in the Series 2007-2
      Collection Account (not including amounts allocable to the Series 2007-2 Accrued
      Interest Account) and the Series 2007-2 Excess Collection Account as of such
      date.

     

    “Series
      2007-2 Enhancement Deficiency”
means,
      on any date of determination, the amount by which the Series 2007-2 Enhancement
      Amount is less than the Series 2007-2 Required Enhancement Amount as of such
      date.

     

    “Series
      2007-2 Excess Collection Account”
is
      defined in Section 2.1(b).

     

    “Series
      2007-2 Expected Final Distribution Date”
means
      the August 2012 Distribution Date. 

     

    “Series
      2007-2 Final Distribution Date”
means
      the August 2013 Distribution Date. 

     

    “Series
      2007-2 Initial Invested Amount”
means
      the aggregate initial principal amount of the Series 2007-2 Notes, which is
      $650,000,000.

     

    “Series
      2007-2 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 2007-2 Interest Period shall commence on and include the Series
      2007-2 Closing Date and end on and include July 19, 2007.

     

    “Series
      2007-2 Interest Rate Swap”
is
      defined in Section 2.10(a).

     

    “Series
      2007-2 Interest Rate Swap Collateral”
is
      defined in Section 2.10(d).

     

    “Series
      2007-2 Interest Rate Swap Counterparty”
means
      ABRCF’s counterparty under any Series 2007-2 Interest Rate
      Swap.

     

    “Series
      2007-2 Interest Rate Swap Proceeds”
means
      the amounts received by the Trustee from a Series 2007-2 Interest Rate Swap
      Counterparty from time to time in respect of any Series 2007-2 Interest
      Rate Swap (including amounts received from a guarantor or from
      collateral).

     

    “Series
      2007-2 Invested Amount”
means,
      when used with respect to any date, an amount equal to the Series 2007-2
      Outstanding Principal Amount plus
      the sum
      of (a) the amount of any principal payments made to the Series 2007-2
      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 

     

    
      
        
        

      

      
        -12-

        
          

        

      

      
        
        

      

    

    made
      to
      Series 2007-2 Noteholders that have been rescinded or otherwise returned by
      the
      Series 2007-2 Noteholders for any reason.

     

    “Series
      2007-2 Invested Percentage”
means
      as of any date of determination:

     

    (a) when
      used
      with respect to Principal Collections, the percentage equivalent (which
      percentage shall never exceed 100%) of a fraction, the numerator of which shall
      be equal to the sum of the Series 2007-2 Invested Amount and the Series 2007-2
      Overcollateralization Amount, determined during the Series 2007-2 Revolving
      Period as of the end of the Related Month (or, until the end of the initial
      Related Month, on the Series 2007-2 Closing Date), or, during the Series 2007-2
      Controlled Amortization Period and the Series 2007-2 Rapid Amortization Period,
      as of the end of the Series 2007-2 Revolving Period, and the denominator of
      which shall be the greater of (I) the Aggregate Asset Amount as of the end
      of
      the Related Month or, until the end of the initial Related Month, as of the
      Series 2007-2 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 2007-2 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
      2007-2 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 2007-2 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 2007-2 Accrued Interest Account (excluding any amounts
      paid into the Series 2007-2 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
      2007-2 Lease Payment Deficit”
means
      either a Series 2007-2 Lease Interest Payment Deficit or a Series 2007-2 Lease
      Principal Payment Deficit.

     

    “Series
      2007-2 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 2007-2 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 2007-2 Lease Principal
      Payment Deficit.

     

    
      
        
        

      

      
        -13-

        
          

        

      

      
        
        

      

    

    “Series
      2007-2 Lease Principal Payment Deficit”
means
      on any Distribution Date the sum of (a) the Series 2007-2 Monthly Lease
      Principal Payment Deficit for such Distribution Date and (b) the Series 2007-2
      Lease Principal Payment Carryover Deficit for such Distribution
      Date.

     

    “Series
      2007-2 Letter of Credit”
means
      an irrevocable letter of credit, if any, substantially in the form of
Exhibit
      D
      issued
      by a Series 2007-2 Eligible Letter of Credit Provider in favor of the Trustee
      for the benefit of the Series 2007-2 Noteholders, each Series 2007-2 Interest
      Rate Swap Counterparty and the Surety Provider in form and substance
      satisfactory to the Surety Provider.

     

    “Series
      2007-2 Letter of Credit Amount”
means,
      as of any date of determination, the lesser of (a) the sum of (i) the aggregate
      amount available to be drawn on such date under each Series 2007-2 Letter of
      Credit on which no draw has been made pursuant to Section 2.8(c), as specified
      therein, and (ii) if the Series 2007-2 Cash Collateral Account has been
      established and funded pursuant to Section 2.8, the Series 2007-2 Available
      Cash
      Collateral Account Amount on such date and (b) the aggregate outstanding
      principal amount of the Series 2007-2 Demand Notes on such date.

     

    “Series
      2007-2 Letter of Credit Expiration Date”
means,
      with respect to any Series 2007-2 Letter of Credit, the expiration date set
      forth in such Series 2007-2 Letter of Credit, as such date may be extended
      in
      accordance with the terms of such Series 2007-2 Letter of Credit.

     

    “Series
      2007-2 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 2007-2 Letter of Credit on which
      no
      draw has been made pursuant to Section 2.8(c), as specified therein, and (b)
      if
      the Series 2007-2 Cash Collateral Account has been established and funded
      pursuant to Section 2.8, the Series 2007-2 Available Cash Collateral
      Account Amount on such date.

     

    “Series
      2007-2 Letter of Credit Provider”
means
      the issuer of a Series 2007-2 Letter of Credit.

     

    “Series
      2007-2 Letter of Credit Termination Date”
means
      the first to occur of (a) the date on which the Series 2007-2 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 2007-2
      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
      2007-2 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 2007-2 Limited
      Liquidation Event of Default if (i) within the thirty (30) day period
      immediately following the occurrence of such Amortization Event, such
      Amortization Event shall have been cured and, after such cure of such
      Amortization Event is provided for, the Trustee shall have received the


     

    
      
        
        

      

      
        -14-

        
          

        

      

      
        
        

      

    

    written
      consent of the Surety Provider waiving the occurrence of such Series 2007-2
      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
      2007-2 Limited Liquidation Event of Default.

     

    “Series
      2007-2 Liquidity Amount”
means,
      as of any date of determination, the sum of (a) the Series 2007-2 Letter of
      Credit Liquidity Amount on such date and (b) the Series 2007-2 Available Reserve
      Account Amount on such date.

     

    “Series
      2007-2 Maximum Aggregate Kia/Isuzu/Subaru/Hyundai/Suzuki Amount”
means,
      as of any day, with respect to Kia, Isuzu, Subaru, Hyundai and Suzuki, in the
      aggregate, an amount equal to 20% of the aggregate Net Book Value of all
      Vehicles leased under the Leases on such day.

     

    “Series
      2007-2 Maximum Amount”
means
      any of the Series 2007-2 Maximum Manufacturer Amounts, the Series 2007-2 Maximum
      Non-Eligible Manufacturer Amount, the Series 2007-2 Maximum Non-Program Vehicle
      Amount or the Series 2007-2 Maximum Specified States Amount.

     

    “Series
      2007-2
      Maximum Individual Hyundai/Suzuki Amount”
means,
      as of any day, with respect to Hyundai or Suzuki, individually, an amount equal
      to 7.5% of the aggregate Net Book Value of all Vehicles leased under the Leases
      on such day.

     

    “Series
      2007-2 Maximum Individual Kia/Isuzu/Subaru Amount”
means,
      as of any day, with respect to Kia, Isuzu or Subaru, individually, an amount
      equal to 5% of the aggregate Net Book Value of all Vehicles leased under the
      Leases on such day.

     

    “Series
      2007-2 Maximum Manufacturer Amount”
means,
      as of any day, any of the Series 2007-2 Maximum Mitsubishi Amount, the Series
      2007-2 Maximum Individual Kia/Isuzu/Subaru Amount, the Series 2007-2 Maximum
      Individual Hyundai/Suzuki Amount or the Series 2007-2 Maximum Aggregate
      Kia/Isuzu/Subaru/Hyundai/Suzuki Amount.

     

    “Series
      2007-2 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
      2007-2 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
      2007-2 Maximum Non-Program Vehicle Amount”
means,
      as of any day, an amount equal to the Series 2007-2 Maximum Non-Program Vehicle
      Percentage of the aggregate Net Book Value of all Vehicles leased under the
      Leases on such day.

     

    “Series
      2007-2 Maximum Non-Program Vehicle Percentage”
means,
      as of any date of determination, the sum of (a) 60% and (b)
      a
      fraction, expressed as a percentage, the numerator of which is the aggregate
      Net
      Book Value of all Redesignated Vehicles manufactured by a Bankrupt Manufacturer
      or a Manufacturer with respect to which a Manufacturer Event of 

     

    
      
        
        

      

      
        -15-

        
          

        

      

      
        
        

      

    

    Default
      has occurred, and in each case leased under the AESOP I Operating Lease or
      the
      Finance Lease as of such date, and the denominator of which is the aggregate
      Net
      Book Value of all Vehicles leased under the Leases as of such date.

     

    “Series
      2007-2 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
      2007-2 Monthly Interest”
means,
      with respect to any Series 2007-2 Interest Period, an amount equal to the
      product of (A) the Series 2007-2 Invested Amount on the first day of such Series
      2007-2 Interest Period, after giving effect to any principal payments made
      on
      such date, (B) the Series 2007-2 Note Rate for such Series 2007-2 Interest
      Period and (C) the actual number of days in such Series 2007-2 Interest Period
      divided by 360.

     

    “Series
      2007-2 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 2007-2 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 2007-2
      Collection Account (without giving effect to any amounts paid into the Series
      2007-2 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
      2007-2 Moody’s Highest Enhanced Vehicle Percentage” means,
      as
      of any date of determination, a fraction, expressed as a percentage, (a) the
      numerator of which is the aggregate Net Book Value of all Vehicles leased under
      the AESOP I Operating Lease that are either not subject to a Manufacturer
      Program or not eligible for repurchase under a Manufacturer Program as of such
      date and (b) the denominator of which is the aggregate Net Book Value of all
      Vehicles leased under the AESOP I Operating Lease as of such date.

     

    “Series
      2007-2 Moody’s Highest Enhancement Rate”
means,
      as of any date of determination, the greater of (a) 31.00% and (b) the sum
      of
      (i) 31.00% 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
      2007-2 Moody’s Intermediate Enhanced Vehicle Percentage”
means,
      as of any date of determination, 100% minus
      the sum
      of (a) the Series 2007-2 Moody’s Lowest Enhanced Vehicle Percentage and (b) the
      Series 2007-2 Moody’s Highest Enhanced Vehicle Percentage.

     

    “Series
      2007-2 Moody’s Intermediate Enhancement Rate”
means,
      as of any date of determination, 27.50%.

     

    
      
        
        

      

      
        -16-

        
          

        

      

      
        
        

      

    

    “Series
      2007-2 Moody’s Lowest Enhanced Vehicle Percentage”
means,
      as of any date of determination, a fraction, expressed as a percentage, (a)
      the
      numerator of which is the sum, without duplication, of (1) the aggregate Net
      Book Value of all Program Vehicles leased under the AESOP I Operating Lease
      that
      are manufactured by Eligible Program Manufacturers having long-term senior
      unsecured debt ratings of “Baa2” or higher from Moody’s as of such date, (2) so
      long as any Eligible Non-Program Manufacturer has a long-term senior unsecured
      debt rating of “Baa2” or higher from Moody’s and no Manufacturer Event of
      Default has occurred and is continuing with respect to such Eligible Non-Program
      Manufacturer, the aggregate Net Book Value of all Non-Program Vehicles leased
      under the AESOP I Operating Lease manufactured by each such Eligible Non-Program
      Manufacturer that are subject to a Manufacturer Program and remain eligible
      for
      repurchase thereunder as of such date and (3) the lesser of (A) the sum of
      (x)
      if as of such date any Eligible Program Manufacturer has a long-term senior
      unsecured debt rating of “Baa3” from Moody’s, the aggregate Net Book Value of
      all Program Vehicles leased under the AESOP I Operating Lease manufactured
      by
      each such Eligible Program Manufacturer as of such date and (y) if as of such
      date any Eligible Non-Program Manufacturer has a long-term senior unsecured
      debt
      rating of “Baa3” from Moody’s and no Manufacturer Event of Default has occurred
      and is continuing with respect to such Eligible Non-Program Manufacturer, the
      aggregate Net Book Value of all Non-Program Vehicles leased under the AESOP
      I
      Operating Lease manufactured by each such Eligible Non-Program Manufacturer
      that
      are subject to a Manufacturer Program and remain eligible for repurchase
      thereunder as of such date and (B) 10% of the aggregate Net Book Value of all
      Vehicles leased under the AESOP I Operating Lease as of such date and (b) the
      denominator of which is the aggregate Net Book Value of all Vehicles leased
      under the AESOP I Operating Lease as of such date.

     

    “Series
      2007-2 Moody’s Lowest Enhancement Rate”
means,
      as of any date of determination, 15.75%.

     

    “Series
      2007-2 Moody’s Required Enhancement Percentage”
means,
      as of any date of determination, the sum of (i) the product of (A) the Series
      2007-2 Moody’s Lowest Enhancement Rate and (B) the Series 2007-2 Moody’s Lowest
      Enhanced Vehicle Percentage as of such date, (ii) the product of (A) the Series
      2007-2 Moody’s Intermediate Enhancement Rate as of such date and (B) the Series
      2007-2 Moody’s Intermediate Enhanced Vehicle Percentage as of such date, and
      (iii) the product of (A) the Series 2007-2 Moody’s Highest Enhancement Rate as
      of such date and (B) the Series 2007-2 Moody’s Highest Enhanced Vehicle
      Percentage as of such date.

     

    “Series
      2007-2 Non-Investment Grade Manufacturer”
means,
      as of any date of determination, any Moody’s Non-Investment Grade Manufacturer
      or any Standard & Poor’s Non-Investment Grade Manufacturer as of such
      date.

     

    “Series
      2007-2 Non-Investment Grade Manufacturer Percentage”
means,
      with respect to any Series 2007-2 Non-Investment Grade Manufacturer, as of
      any
      date of determination, a fraction, expressed as a percentage, (i) the numerator
      of which is the aggregate Net Book Value of all Vehicles manufactured by such
      Series 2007-2 Non-Investment Grade Manufacturer and leased under the AESOP
      I
      Operating Lease as of such date and (ii) the 

     

    
      
        
        

      

      
        -17-

        
          

        

      

      
        
        

      

    

    denominator
      of which is the aggregate Net Book Value of all Vehicles leased under the AESOP
      I Operating Lease as of such date.

     

    “Series
      2007-2 Note Owner”
means
      each beneficial owner of a Series 2007-2 Note. 

     

    “Series
      2007-2 Note Rate”
means,
      for (i) the initial Series 2007-2 Interest Period, 5.46% per annum and (ii)
      any
      other Series 2007-2 Interest Period, the sum of 0.14% plus
      LIBOR
      for such Series 2007-2 Interest Period. 

     

    “Series
      2007-2 Noteholder”
means
      the Person in whose name a Series 2007-2 Note is registered in the Note
      Register.

     

    “Series
      2007-2 Notes”
means
      any one of the Series 2007-2 Floating Rate Rental Car Asset Backed Notes,
      executed by ABRCF and authenticated by or on behalf of the Trustee,
      substantially in the form of Exhibit
      A-1,
      Exhibit
      A-2
      or
Exhibit
      A-3.
      Definitive Series 2007-2 Notes shall have such insertions and deletions as
      are
      necessary to give effect to the provisions of Section 2.18 of the Base
      Indenture.

     

    “Series
      2007-2 Outstanding Principal Amount”
means,
      when used with respect to any date, an amount equal to (a) the Series 2007-2
      Initial Invested Amount minus
      (b) the
      amount of principal payments made to Series 2007-2 Noteholders on or prior
      to
      such date.

     

    “Series
      2007-2 Overcollateralization Amount”
means
      (i) as of any date on which no AESOP I Operating Lease Vehicle Deficiency
      exists, the Series 2007-2 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 2007-2 AESOP I Operating Lease
      Loan Agreement Borrowing Base as of such date over (y) the Series 2007-2
      Invested Amount as of such date.

     

    “Series
      2007-2 Past Due Rent Payment”
is
      defined in Section 2.2(g).

     

    “Series
      2007-2 Percentage”
means,
      as of any date of determination, a fraction, expressed as a percentage, the
      numerator of which is the Series 2007-2 Invested Amount as of such date and
      the
      denominator of which is the Aggregate Invested Amount as of such
      date.

     

    “Series
      2007-2 Principal Allocation”
is
      defined in Section 2.2(a)(ii).

     

    “Series
      2007-2 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 2007-2 Notes and ending upon the earliest to occur of
      (i)
      the date on which the Series 2007-2 Notes are fully paid, the Surety Provider
      has been paid all Surety Provider Fees and all other Surety Provider
      Reimbursement Amounts then due and the Series 2007-2 Interest Rate Swaps have
      been terminated and there are no amounts due and owing thereunder, (ii) the
      Series 2007-2 Termination Date and (iii) the termination of the
      Indenture.

     

    
      
        
        

      

      
        -18-

        
          

        

      

      
        
        

      

    

    “Series
      2007-2 Reimbursement Agreement”
means
      any and each agreement providing for the reimbursement of a Series 2007-2 Letter
      of Credit Provider for draws under its Series 2007-2 Letter of Credit as the
      same may be amended, supplemented, restated or otherwise modified from time
      to
      time.

     

    “Series
      2007-2 Repurchase Amount”
is
      defined in Section 6.1.

     

    “Series
      2007-2 Required AESOP I Operating Lease Vehicle Amount”
means,
      as of any date of determination, the sum of the Series 2007-2 Invested Amount
      and the Series 2007-2 Required Overcollateralization Amount as of such
      date.

     

    “Series
      2007-2 Required Enhancement Amount”
means,
      as of any date of determination, the sum of (i) the product of the Series 2007-2
      Required Enhancement Percentage as of such date and the Series 2007-2 Invested
      Amount as of such date, (ii) the Series 2007-2 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 2007-2
      Maximum Non-Program Vehicle Amount as of such date, (iii) the Series 2007-2
      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 2007-2 Maximum Mitsubishi Amount as of such date, (iv) the
      Series 2007-2 AESOP I Operating Lease Vehicle Percentage as of the immediately
      preceding Business Day of the excess, if any, of the aggregate Net Book Value
      of
      all Vehicles manufactured by Kia, Isuzu or Subaru, individually, and leased
      under the Leases as of such date over the Series 2007-2 Maximum Individual
      Kia/Isuzu/Subaru Amount as of such date, (v) the Series 2007-2 AESOP I Operating
      Lease Vehicle Percentage as of the immediately preceding Business Day of the
      excess, if any, of the aggregate Net Book Value of all Vehicles manufactured
      by
      Hyundai or Suzuki, individually, and leased under the Leases as of such date
      over the Series 2007-2 Maximum Individual Hyundai/Suzuki Amount as of such
      date,
      (vi) the Series 2007-2 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 2007-2 Maximum Aggregate Kia/Isuzu/Subaru/Hyundai/Suzuki Amount as of
      such date, (vii) the Series 2007-2 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 2007-2 Maximum Specified
      States Amount as of such date and (viii) the Series 2007-2 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 2007-2 Maximum Non-Eligible Manufacturer Amount as of such
      date.

     

    “Series
      2007-2 Required Enhancement Percentage”
means,
      as of any date of determination, the greater of (i) the Series 2007-2 Standard
      & Poor’s Required Enhancement Percentage as of such date and (ii) the Series
      2007-2 Moody’s Required Enhancement Percentage as of such date. 

     

    
      
        
        

      

      
        -19-

        
          

        

      

      
        
        

      

    

    “Series
      2007-2 Required Liquidity Amount”
means,
      as of any date of determination, an amount equal to the product of 3.60% and
      the
      Series 2007-2 Invested Amount as of such date. 

     

    “Series
      2007-2 Required Overcollateralization Amount”
means,
      as of any date of determination, the excess, if any, of the Series 2007-2
      Required Enhancement Amount over the sum of (i) the Series 2007-2 Letter of
      Credit Amount as of such date, (ii) the Series 2007-2 Available Reserve Account
      Amount on such date and (iii) the amount of cash and Permitted Investments
      on
      deposit in the Series 2007-2 Collection Account (not including amounts allocable
      to the Series 2007-2 Accrued Interest Account) and the Series 2007-2 Excess
      Collection Account on such date.

     

    “Series
      2007-2 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 2007-2 Required Liquidity Amount as of such date
      over the Series 2007-2 Letter of Credit Liquidity Amount as of such date and
      (b)
      the excess, if any, of the Series 2007-2 Required Enhancement Amount over the
      Series 2007-2 Enhancement Amount (excluding therefrom the Series 2007-2
      Available Reserve Account Amount and calculated after giving effect to any
      payments of principal to be made on the Series 2007-2 Notes) as of such
      date.

     

    “Series
      2007-2 Reserve Account”
is
      defined in Section 2.7(a).

     

    “Series
      2007-2 Reserve Account Collateral”
is
      defined in Section 2.7(d).

     

    “Series
      2007-2 Reserve Account Surplus”
means,
      with respect to any Distribution Date, the excess, if any, of the Series 2007-2
      Available Reserve Account Amount over the Series 2007-2 Required Reserve Account
      Amount on such Distribution Date.

     

    “Series
      2007-2 Revolving Period”
means
      the period from and including the Series 2007-2 Closing Date to the earlier
      of
      (i) the commencement of the Series 2007-2 Controlled Amortization Period and
      (ii) the commencement of the Series 2007-2 Rapid Amortization Period;
provided
      that if
      the Series 2007-2 Notes are paid in full on or prior to the Series 2007-2
      Expected Final Distribution Date, then the Series 2007-2 Revolving Period shall
      also include the period from and including the first day of the calendar month
      during which the Distribution Date on which the Series 2007-2 Notes are paid
      in
      full occurs to the commencement of the Series 2007-2 Rapid Amortization
      Period.

     

    “Series
      2007-2 Shortfall”
is
      defined in Section 2.3(g).

     

    “Series
      2007-2 Standard & Poor’s Highest Enhanced Vehicle Percentage” means,
      as
      of any date of determination, a fraction, expressed as a percentage, (a) the
      numerator of which is the sum of (i) the aggregate Net Book Value of all
      Vehicles leased under the AESOP I Operating Lease that are manufactured by
      either of the Standard & Poor’s Specified Non-Investment Grade Manufacturers
      as of such date, (ii) the excess, if any, of (A) the aggregate Net Book Value
      of
      all Vehicles leased under the AESOP I Operating Lease that are manufactured
      by a
      Standard & Poor’s Non-Investment Grade Manufacturer other than a Standard
& Poor’s Specified Non-Investment Grade Manufacturer, as of such date
over
      (B)
      31.75% of the aggregate Net Book Value of all Vehicles leased under the AESOP
      I
      Operating Lease as of such date and 

     

    
      
        
        

      

      
        -20-

        
          

        

      

      
        
        

      

    

    (iii)
      the
      aggregate Net Book Value of all Vehicles leased under the AESOP I Operating
      Lease that are manufactured by a Bankrupt Manufacturer and (b) the denominator
      of which is the aggregate Net Book Value of all Vehicles leased under the AESOP
      I Operating Lease as of such date.

     

    “Series
      2007-2 Standard & Poor’s Highest Enhancement Rate”
means,
      as of any date of determination, the sum of the Series 2007-2 Standard &
Poor’s Intermediate Enhancement Rate as of such date and 10.25%.

     

    “Series
      2007-2 Standard & Poor’s Intermediate Enhanced Vehicle
      Percentage”
means,
      as of any date of determination, 100% minus
      the sum
      of (a) the Series 2007-2 Standard & Poor’s Lowest Enhanced Vehicle
      Percentage and (b) the Series 2007-2 Standard & Poor’s Highest Enhanced
      Vehicle Percentage.

     

    “Series
      2007-2 Standard & Poor’s Intermediate Enhancement Rate”
means,
      as of any date of determination, the greater of (a) 21.50%
      and (b)
      the sum of (i) 21.50%
      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
      2007-2 Standard & Poor’s Lowest Enhanced Vehicle Percentage”
means,
      as of any date of determination, a fraction, expressed as a percentage, (a)
      the
      numerator of which is the sum, without duplication, of (1) the aggregate Net
      Book Value of all Program Vehicles leased under the AESOP I Operating Lease
      that
      are manufactured by Eligible Program Manufacturers having long-term senior
      unsecured debt ratings of “BBB” or higher from Standard & Poor’s as of such
      date, (2) so long as any Eligible Non-Program Manufacturer has a long-term
      senior unsecured debt rating of “BBB” or higher from Standard & Poor’s and
      no Manufacturer Event of Default has occurred and is continuing with respect
      to
      such Eligible Non-Program Manufacturer, the aggregate Net Book Value of all
      Non-Program Vehicles leased under the AESOP I Operating Lease manufactured
      by
      each such Eligible Non-Program Manufacturer that are subject to a Manufacturer
      Program and remain eligible for repurchase thereunder as of such date and (3)
      the lesser of (A) the sum of (x) if as of such date any Eligible Program
      Manufacturer has a long-term senior unsecured debt rating of “BBB-” from
      Standard & Poor’s, the aggregate Net Book Value of all Program Vehicles
      leased under the AESOP I Operating Lease manufactured by each such Eligible
      Program Manufacturer as of such date and (y) if as of such date any Eligible
      Non-Program Manufacturer has a long-term senior unsecured debt rating of “BBB-”
from Standard & Poor’s and no Manufacturer Event of Default has occurred and
      is continuing with respect to such Eligible Non-Program Manufacturer, the
      aggregate Net Book Value of all Non-Program Vehicles leased under the AESOP
      I
      Operating Lease manufactured by each such Eligible Non-Program Manufacturer
      that
      are subject to a Manufacturer Program and remain eligible for repurchase
      thereunder as of such date and (B) 10% of the aggregate Net Book Value of all
      Vehicles leased under the AESOP I Operating Lease as of such date and (b) the
      denominator of which is the aggregate Net Book Value of all Vehicles leased
      under the AESOP I Operating Lease as of such date.

     

    
      
        
        

      

      
        -21-

        
          

        

      

      
        
        

      

    

    “Series
      2007-2 Standard & Poor’s Lowest Enhancement Rate”
means,
      as of any date of determination, 16.50%.

     

    “Series
      2007-2 Standard & Poor’s Required Enhancement Percentage”
means,
      as of any date of determination, the sum of (i) the product of (A) the Series
      2007-2 Standard & Poor’s Lowest Enhancement Rate and (B) the Series 2007-2
      Standard & Poor’s Lowest Enhanced Vehicle Percentage as of such date, (ii)
      the product of (A) the Series 2007-2 Standard & Poor’s Intermediate
      Enhancement Rate as of such date and (B) the Series 2007-2 Standard & Poor’s
      Intermediate Enhanced Vehicle Percentage as of such date, and (iii) the product
      of (A) the Series 2007-2 Standard & Poor’s Highest Enhancement Rate as of
      such date and (B) the Series 2007-2 Standard & Poor’s Highest Enhanced
      Vehicle Percentage as of such date.

     

    “Series
      2007-2 Termination Date”
means
      the August 2013 Distribution Date.

     

    “Series
      2007-2 Trustee’s Fees”
means,
      for any Distribution Date during the Series 2007-2 Rapid Amortization Period
      on
      which there exists a Series 2007-2 Lease Interest Payment Deficit, a portion
      of
      the fees payable to the Trustee in an amount equal to the product of (i) the
      Series 2007-2 Percentage as of the beginning of the Series 2007-2 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 2007-2 Trustee’s Fees in the aggregate for all Distribution Dates shall
      not exceed 1.1% of the Series 2007-2 Required AESOP I Operating Lease Vehicle
      Amount as of the last day of the Series 2007-2 Revolving Period.

     

    “Series
      2007-2 Unpaid Demand Amount”
means,
      with respect to any single draw pursuant to Section 2.5(c) or (d) on the Series
      2007-2 Letters of Credit, the aggregate amount drawn by the Trustee on all
      Series 2007-2 Letters of Credit. 

     

    “Shadow
      Rating”
means
      the rating of the Series 2007-2 Notes by Standard & Poor’s or Moody’s, as
      applicable, without giving effect to the Surety Bond.

     

    “Standard
      & Poor’s Excluded Manufacturer Receivable Specified
      Percentage”
means,
      as of any date of determination, with respect to each Standard & Poor’s
      Non-Investment Grade Manufacturer as of such date, the percentage (not to exceed
      100%) most recently specified in writing by Standard & Poor’s to ABRCF and
      the Trustee and consented to by the Surety Provider with respect to such
      Standard & Poor’s Non-Investment Grade Manufacturer; provided,
      however,
      that as
      of the Series 2007-2 Closing Date the Standard & Poor’s Excluded
      Manufacturer Receivable Specified Percentage for each Standard & Poor’s
      Non-Investment Grade Manufacturer shall be 100%; provided further
      that the
      initial Standard & Poor’s Excluded Manufacturer Receivable Specified
      Percentage with respect to any Manufacturer that becomes a Standard & Poor’s
      Non-Investment Grade Manufacturer after the Series 2007-2 Closing Date shall
      be
      100%.

     

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

     

    
      
        
        

      

      
        -22-

        
          

        

      

      
        
        

      

    

    such
      Standard & Poor’s Non-Investment Grade Manufacturer and (ii) the Standard
& Poor’s Excluded Manufacturer Receivable Specified Percentage for such
      Standard & Poor’s Non-Investment Grade Manufacturer as of such
      date.

     

    “Standard
      & Poor’s Non-Investment Grade Manufacturer”
means,
      as of any date of determination, any Manufacturer that (i) is not a Bankrupt
      Manufacturer and (ii) does not have a long-term senior unsecured debt rating
      of
      at least “BBB-” from Standard & Poor’s; provided
      that any
      Manufacturer whose long-term senior unsecured debt rating is downgraded from
      at
      least “BBB-” to below “BBB-” by Standard & Poor’s after the Series 2007-2
      Closing Date shall not be deemed a Standard & Poor’s Non-Investment Grade
      Manufacturer until the thirtieth (30th)
      calendar day following such downgrade.

     

    “Standard
      & Poor’s Specified Non-Investment Grade Manufacturer”
means,
      as of any date of determination, each of the Standard & Poor’s
      Non-Investment Grade Manufacturers with the two highest Series 2007-2
      Non-Investment Grade Manufacturer Percentages as of such date.

     

    “Supplement”
is
      defined in the preamble hereto.

     

    “Surety
      Bond”
means
      the Note Guaranty Insurance Policy No. AB1085BE, dated June 6, 2007, 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
      Ambac Assurance Corporation, a Wisconsin-domiciled stock insurance corporation.
      The Surety Provider shall constitute an “Enhancement Provider” with respect to
      the Series 2007-2 Notes for all purposes under the Indenture and the other
      Related Documents.

     

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

     

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

     

    “Temporary
      Global Series 2007-2 Note”
is
      defined in Section 5.2.

     

    “Termination
      Date Disbursement”
means
      an amount drawn under a Series 2007-2 Letter of Credit pursuant to a Certificate
      of Termination Date Demand.

     

    “Termination
      Disbursement”
means
      an amount drawn under a Series 2007-2 Letter of Credit pursuant to a Certificate
      of Termination Demand.

     

    
      
        
        

      

      
        -23-

        
          

        

      

      
        
        

      

    

    “Trustee”
is
      defined in the recitals hereto.

     

    “Unpaid
      Demand Note Disbursement”
means
      an amount drawn under a Series 2007-2 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 2007-2 Maximum Amount.

     

    “Waiver
      Request”
is
      defined in Article IV.

     

    (c) Any
      amounts calculated by reference to the Series 2007-2 Invested Amount on any
      date
      shall, unless otherwise stated, be calculated after giving effect to any payment
      of principal made to the Series 2007-2 Noteholders on such date.

     

     

    ARTICLE
      II

     

    SERIES
      2007-2 ALLOCATIONS

     

    With
      respect to the Series 2007-2 Notes, the following shall apply:

     

    Section
      2.1   Establishment
      of Series 2007-2 Collection Account, Series 2007-2 Excess Collection Account
      and
      Series 2007-2 Accrued Interest Account.
      (a)  All
      Collections allocable to the Series 2007-2 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 2007-2 Noteholders, each Series 2007-2
      Interest Rate Swap Counterparty and the Surety Provider: the Series 2007-2
      Collection Account (such sub-account, the “Series
      2007-2 Collection Account”),
      the
      Series 2007-2 Excess Collection Account (such sub-account, the “Series
      2007-2 Excess Collection Account”)
      and
      the Series 2007-2 Accrued Interest Account (such sub-account, the “Series
      2007-2 Accrued Interest Account”).

     

    Section
      2.2   Allocations
      with Respect to the Series 2007-2 Notes.
      The net
      proceeds from the initial sale of the Series 2007-2 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
      2007-2 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 2007-2 Revolving Period.
      During
      the Series 2007-2 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 2007-2 Deposit Date, all
      amounts deposited into the Collection Account as set forth below:

     

    
      
        
        

      

      
        -24-

        
          

        

      

      
        
        

      

    

    (i)  allocate
      to the Series 2007-2 Collection Account an amount equal to the sum of (A) the
      Series 2007-2 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 2007-2 Interest Rate Swaps. All such amounts
      allocated to the Series 2007-2 Collection Account shall be further allocated
      to
      the Series 2007-2 Accrued Interest Account; and

     

    (ii)  allocate
      to the Series 2007-2 Excess Collection Account an amount equal to the
      Series 2007-2 Invested Percentage (as of such day) of the aggregate amount
      of Principal Collections on such day (for any such day, the “Series
      2007-2 Principal Allocation”);
      provided,
      however,
      if a
      Waiver Event shall have occurred, then such allocation shall be modified as
      provided in Article IV.

     

    (b)  Allocations
      of Collections During the Series 2007-2 Controlled Amortization
      Period.
      With
      respect to the Series 2007-2 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 2007-2 Deposit
      Date, all amounts deposited into the Collection Account as set forth
      below:

     

    (i)  allocate
      to the Series 2007-2 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 2007-2 Accrued Interest Account; and

     

    (ii)  allocate
      to the Series 2007-2 Collection Account an amount equal to the Series 2007-2
      Principal Allocation for such day, which amount shall be used to make principal
      payments in respect of the Series 2007-2 Notes; provided,
      however,
      that if
      the Monthly Total Principal Allocation exceeds the Series 2007-2 Controlled
      Distribution Amount, then the amount of such excess shall be allocated to the
      Series 2007-2 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 2007-2 Rapid Amortization
      Period.
      With
      respect to the Series 2007-2 Rapid Amortization Period, other than after the
      occurrence of an Event of Bankruptcy with respect to ABCR, 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 2007-2 Deposit Date, all amounts
      deposited into the Collection Account as set forth below:

     

    (i)  allocate
      to the Series 2007-2 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 2007-2 Accrued Interest Account; and

     

    (ii)  allocate
      to the Series 2007-2 Collection Account an amount equal to the Series 2007-2
      Principal Allocation for such day, which amount shall be used to make principal
      payments in respect of the Series 2007-2 Notes, until the 

     

    
      
        
        

      

      
        -25-

        
          

        

      

      
        
        

      

    

    Series
      2007-2 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
      2007-2 Notes, any amounts payable to the Trustee in respect of the Series 2007-2
      Interest Rate Swaps and other amounts available pursuant to Section 2.3 to
      pay
      Series 2007-2 Adjusted Monthly Interest and any Fixed Rate Payments for the
      next
      succeeding Distribution Date will be less than the sum of the Series 2007-2
      Adjusted Monthly Interest and the Fixed Rate Payments for such Distribution
      Date
      and (B) the Series 2007-2 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 2007-2 Notes during the Related
      Month equal to the lesser of such insufficiency and the Series 2007-2
      Enhancement Amount to the Series 2007-2 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 ABCR, 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 2007-2 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 2007-2 Collection Account an amount equal to the sum of (A) the
      Series 2007-2 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 2007-2
      Interest Rate Swaps on such day. All such amounts allocated to the Series 2007-2
      Collection Account shall be further allocated to the Series 2007-2 Accrued
      Interest Account;

     

    (ii)  allocate
      to the Series 2007-2 Collection Account an amount equal to the Series 2007-2
      AESOP I Operating Lease Vehicle Percentage as of the date of the occurrence
      of
      such Event of Bankruptcy of the aggregate amount of Principal Collections made
      under the AESOP I Operating Lease Loan Agreement, which amount shall be used
      to
      make principal payments in respect of the Series 2007-2 Notes, until the Series
      2007-2 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
      2007-2 Notes, any amounts payable to the Trustee in respect of Series 2007-2
      Interest Rate Swaps and other amounts available pursuant to Section 2.3 to
      pay
      Series 2007-2 Adjusted Monthly Interest and any Fixed Rate Payments for the
      next
      succeeding Distribution Date will be less than the sum of the Series 2007-2
      Adjusted Monthly Interest and the Fixed Rate Payments for such Distribution
      Date
      and (B) the Series 2007-2 Enhancement Amount is greater than zero, then the
      Administrator shall direct the Trustee in writing to reallocate a 

     

    
      
        
        

      

      
        -26-

        
          

        

      

      
        
        

      

    

    portion
      of the Principal Collections allocated to the Series 2007-2 Notes during the
      Related Month equal to the lesser of such insufficiency and the Series 2007-2
      Enhancement Amount to the Series 2007-2 Accrued Interest Account to be treated
      as Interest Collections on such Distribution Date.

     

    (e)  Series
      2007-2 Excess Collection Account.
      Amounts
      allocated to the Series 2007-2 Excess Collection Account on any Series 2007-2
      Deposit Date will be (w) first, deposited in the Series 2007-2 Reserve Account
      in an amount up to the excess, if any, of the Series 2007-2 Required Reserve
      Account Amount for such date over the Series 2007-2 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 and (B)
      100% minus
      the Loan
      Payment Allocation Percentage with respect to the AESOP I Operating Lease Loan
      Agreement as of such date and (C) the amount of any remaining funds and (z)
      fourth, paid to ABRCF 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 2007-2
      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 2007-2 Excess Collection
      Account will be withdrawn by the Trustee, deposited in the Series 2007-2
      Collection Account and allocated as Principal Collections to reduce the Series
      2007-2 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 ABRCF to the
      Series 2007-2 Notes (i) during the Series 2007-2 Revolving Period shall be
      allocated to the Series 2007-2 Excess Collection Account and applied in
      accordance with Section 2.2(e) and (ii) during the Series 2007-2 Controlled
      Amortization Period or the Series 2007-2 Rapid Amortization Period shall be
      allocated to the Series 2007-2 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 2007-2 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 2007-2 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
      2007-2 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 2007-2 Collection Account an amount equal
      to
      the Series 2007-2 Invested Percentage as of the date of the occurrence of such
      Series 2007-2 Lease Payment Deficit of the Collections attributable to such
      Past
      Due Rent Payment (the “Series
      2007-2 Past Due Rent Payment”).
      The
      Administrator shall instruct the Trustee in writing pursuant to the
      Administration Agreement to withdraw from the Series 2007-2 

     

    
      
        
        

      

      
        -27-

        
          

        

      

      
        
        

      

    

    Collection
      Account and apply the Series 2007-2 Past Due Rent Payment in the following
      order:

     

    (i)  if
      the
      occurrence of such Series 2007-2 Lease Payment Deficit resulted in one or more
      Lease Deficit Disbursements being made under the Series 2007-2 Letters of
      Credit, pay to each Series 2007-2 Letter of Credit Provider who made such a
      Lease Deficit Disbursement for application in accordance with the provisions
      of
      the applicable Series 2007-2 Reimbursement Agreement an amount equal to the
      lesser of (x) the unreimbursed amount of such Series 2007-2 Letter of
      Credit Provider’s Lease Deficit Disbursement and (y) such Series 2007-2 Letter
      of Credit Provider’s Pro Rata Share of the Series 2007-2 Past Due Rent
      Payment;

     

    (ii)  if
      the
      occurrence of such Series 2007-2 Lease Payment Deficit resulted in a withdrawal
      being made from the Series 2007-2 Cash Collateral Account, deposit in the Series
      2007-2 Cash Collateral Account an amount equal to the lesser of (x) the amount
      of the Series 2007-2 Past Due Rent Payment remaining after any payment pursuant
      to clause (i) above and (y) the amount withdrawn from the Series 2007-2 Cash
      Collateral Account on account of such Series 2007-2 Lease Payment
      Deficit;

     

    (iii)  if
      the
      occurrence of such Series 2007-2 Lease Payment Deficit resulted in a withdrawal
      being made from the Series 2007-2 Reserve Account pursuant to Section 2.3(d),
      deposit in the Series 2007-2 Reserve Account an amount equal to the lesser
      of
      (x) the amount of the Series 2007-2 Past Due Rent Payment remaining after any
      payments pursuant to clauses (i) and (ii) above and (y) the excess, if any,
      of
      the Series 2007-2 Required Reserve Account Amount over the Series 2007-2
      Available Reserve Account Amount on such day; 

     

    (iv)  allocate
      to the Series 2007-2 Accrued Interest Account the amount, if any, by which
      the
      Series 2007-2 Lease Interest Payment Deficit, if any, relating to such Series
      2007-2 Lease Payment Deficit exceeds the amount of the Series 2007-2 Past Due
      Rent Payment applied pursuant to clauses (i), (ii) and (iii) above; and


     

    (v)  treat
      the
      remaining amount of the Series 2007-2 Past Due Rent Payment as Principal
      Collections allocated to the Series 2007-2 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 2007-2 Interest Rate Swap
      Counterparty.
      On each
      Determination Date, as provided below, the Administrator shall instruct the
      Paying Agent in writing pursuant to the Administration Agreement to withdraw,
      and on the following Distribution Date the Paying Agent, acting in accordance
      with such instructions, shall withdraw the amounts required to be withdrawn
      from
      the Collection Account pursuant to Section 2.3(a) below in respect of all funds
      available from Series 2007-2 Interest Rate Swap Proceeds and Interest
      Collections processed since the preceding Distribution Date and allocated to
      the
      holders of the Series 2007-2 Notes.

     

    
      
        
        

      

      
        -28-

        
          

        

      

      
        
        

      

    

    (a)  Note
      Interest with respect to the Series 2007-2 Notes and Payments on the Series
      2007-2 Interest Rate Swaps.
      On each
      Determination Date, the Administrator shall instruct the Trustee and the Paying
      Agent in writing pursuant to the Administration Agreement as to the amount
      to be
      withdrawn and paid pursuant to Section 2.4 from the Series 2007-2 Accrued
      Interest Account to the extent funds are anticipated to be available from
      Interest Collections allocable to the Series 2007-2 Notes and the
      Series 2007-2 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 2007-2 Monthly Interest
      for
      the Series 2007-2 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 2007-2 Shortfall as of the preceding Distribution Date
      (together with any accrued interest on such Series 2007-2 Shortfall) and (z)
      fourth, an amount equal to the Surety Provider Fee for such Series 2007-2
      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 2007-2 Accrued Interest Account and deposit such amounts in the Series
      2007-2 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 2007-2 Lease Payment Deficit, such notification to be in the form
      of
Exhibit
      E
      (each a
“Lease
      Payment Deficit Notice”).

     

    (c)  Draws
      on Series 2007-2 Letters of Credit For Series 2007-2 Lease Interest Payment
      Deficits.
      If the
      Administrator determines on any Distribution Date that there exists a Series
      2007-2 Lease Interest Payment Deficit, the Administrator shall instruct the
      Trustee in writing to draw on the Series 2007-2 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
      2007-2 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 2007-2 Rapid
      Amortization Period, the Series 2007-2 Trustee’s Fees for such Distribution
      Date, over the amounts available from the Series 2007-2 Accrued Interest Account
      and (iii) the Series 2007-2 Letter of Credit Liquidity Amount on the Series
      2007-2 Letters of Credit by presenting to each Series 2007-2 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 2007-2 Distribution Account on
      such
      Distribution Date; provided,
      however,
      that if
      the Series 2007-2 Cash Collateral Account has been established and funded,
      the
      Trustee shall withdraw from the Series 2007-2 Cash Collateral Account and
      deposit in the Series 2007-2 Distribution Account an amount equal to the lesser
      of (x) the Series 2007-2 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 2007-2 Available Cash Collateral Account Amount on such Distribution
      Date and draw an amount equal to the remainder of such amount on the Series
      2007-2 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 2007-2
      Letters of Credit.

     

    
      
        
        

      

      
        -29-

        
          

        

      

      
        
        

      

    

    (d)  Withdrawals
      from Series 2007-2 Reserve Account.
      If the
      Administrator determines on any Distribution Date that the amounts available
      from the Series 2007-2 Accrued Interest Account plus
      the
      amount, if any, to be drawn under the Series 2007-2 Letters of Credit and /or
      withdrawn from the Series 2007-2 Cash Collateral Account pursuant to Section
      2.3(c) are insufficient to pay the sum of (A) the amounts described in clauses
      (w), (x), (y) and (z) of Section 2.3(a) above on such Distribution Date and
      (B)
      during the Series 2007-2 Rapid Amortization Period, the Series 2007-2 Trustee’s
      Fees for such Distribution Date, the Administrator shall instruct the Trustee
      in
      writing to withdraw from the Series 2007-2 Reserve Account and deposit in the
      Series 2007-2 Distribution Account on such Distribution Date an amount equal
      to
      the lesser of the Series 2007-2 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 2007-2 Reserve
      Account. The Trustee shall withdraw such amount from the Series 2007-2 Reserve
      Account and deposit such amount in the Series 2007-2 Distribution
      Account.

     

    (e)  Surety
      Bond.
      If the
      Administrator determines on any Distribution Date that the sum of the amounts
      available from the Series 2007-2 Accrued Interest Account plus
      the
      amount, if any, to be drawn under the Series 2007-2 Letters of Credit and/or
      to
      be withdrawn from the Series 2007-2 Cash Collateral Account pursuant to Section
      2.3(c) above plus
      the
      amount, if any, to be withdrawn from the Series 2007-2 Reserve Account pursuant
      to Section 2.3(d) above is insufficient to pay the Series 2007-2 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 2007-2 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 2007-2 Accrued Interest Account and the Series 2007-2 Distribution
      Account, plus
      the
      amount, if any, drawn under the Series 2007-2 Letters of Credit and/or withdrawn
      from the Series 2007-2 Cash Collateral Account pursuant to Section 2.3(c)
plus
      the
      amount, if any, withdrawn from the Series 2007-2 Reserve Account pursuant to
      Section 2.3(d) as follows:

     

    (i)  on
      each
      Distribution Date during the Series 2007-2 Revolving Period or the Series 2007-2
      Controlled Amortization Period, (1) first, to each Series 2007-2 Interest Rate
      Swap Counterparty, an amount equal to the Fixed Rate Payment for such
      Distribution Date due and owing to such Series 2007-2 Interest Rate Swap
      Counterparty, (2) second, to the Surety Provider, in an amount equal to (x)
      the
      Surety Provider Fee for the related Series 2007-2 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 2007-2 Percentage
      as of the beginning of the Series 2007-2 Interest Period ending on the day
      preceding such Distribution Date of the portion of the Monthly Administration
      Fee payable by ABRCF (as specified in clause (iii) of the definition


     

    
      
        
        

      

      
        -30-

        
          

        

      

      
        
        

      

    

    thereof)
      for such Series 2007-2 Interest Period, (4) fourth, to the Trustee, an amount
      equal to the Series 2007-2 Percentage as of the beginning of such Series 2007-2
      Interest Period of the fees owing to the Trustee under the Indenture for such
      Series 2007-2 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 2007-2 Percentage as of the beginning
      of
      such Series 2007-2 Interest Period of such Carrying Charges (other than Carrying
      Charges provided for above) for such Series 2007-2 Interest Period, (6) sixth,
      to each Series 2007-2 Interest Rate Swap Counterparty, any amounts due and
      owing
      under the applicable Series 2007-2 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 2007-2 Collection Account
      and
      deposited in the Series 2007-2 Excess Collection Account; and

     

    (ii)  on
      each
      Distribution Date during the Series 2007-2 Rapid Amortization Period, (1) first,
      to each Series 2007-2 Interest Rate Swap Counterparty, an amount equal to the
      Fixed Rate Payment for such Distribution Date due and owing to such Series
      2007-2 Interest Rate Swap Counterparty, (2) second, to the Surety Provider,
      in
      an amount equal to (x) the Surety Provider Fee for the related Series 2007-2
      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 2007-2 Percentage as of the beginning of such Series 2007-2 Interest
      Period ending on the day preceding such Distribution Date of the fees owing
      to
      the Trustee under the Indenture for such Series 2007-2 Interest Period, (4)
      fourth, to the Administrator, an amount equal to the Series 2007-2 Percentage
      as
      of the beginning of such Series 2007-2 Interest Period of the portion of the
      Monthly Administration Fee (as specified in clause (iii) of the definition
      thereof) payable by ABRCF for such Series 2007-2 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 2007-2
      Percentage as of the beginning of such Series 2007-2 Interest Period of such
      Carrying Charges (other than Carrying Charges provided for above) for such
      Series 2007-2 Interest Period, (6) sixth, so long as the Series 2007-2 Invested
      Amount is greater than the Monthly Total Principal Allocations for the Related
      Month, an amount equal to the excess of the Series 2007-2 Invested Amount over
      the Monthly Total Principal Allocations for the Related Month shall be treated
      as Principal Collections and (7) seventh, to each Series 2007-2 Interest Rate
      Swap Counterparty, any amounts due and owing under the applicable Series 2007-2
      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 2007-2
      Monthly Interest on any Distribution Date, payments of interest to the Series
      2007-2 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
      2007-2 Shortfall.”
      Interest shall accrue on the Series 2007-2 Shortfall at the Series 2007-2 Note
      Rate.

     

    (h)  Listing
      Information Requirement.
      From
      the time of the Administrator’s written notice to the Trustee that the Series
      2007-2 Notes are listed on the Luxembourg Stock Exchange until the Administrator
      shall give the Trustee written notice that the Series 2007-2 

     

    
      
        
        

      

      
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    Notes
      are
      not listed on the Luxembourg Stock Exchange, the Trustee shall, or shall
      instruct the Paying Agent to, cause each of (i) the Series 2007-2 Note Rate
      for
      the next succeeding Series 2007-2 Interest Period, (ii) the actual number of
      days in such Series 2007-2 Interest Period, (iii) the Distribution Date for
      such
      Series 2007-2 Interest Period and (iv) the amount of interest payable on the
      Series 2007-2 Notes on such Distribution Date to be (A) communicated to DTC,
      Euroclear, Clearstream, the Paying Agent in Luxembourg and the Luxembourg Stock
      Exchange no later than 11:00 a.m. (London time) on the Business Day immediately
      following each LIBOR Determination Date and (B) if the rules of the Luxembourg
      Stock Exchange so require, as notified by the Administrator to the Trustee
      in
      writing, published at ABRCF’s expense in the Authorized Newspaper as soon as
      possible after the determination of the Series 2007-2 Note Rate for the
      applicable Series 2007-2 Interest Period 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 2007-2 Noteholders from the Series 2007-2 Distribution Account the amount
      due to the Series 2007-2 Noteholders deposited in the Series 2007-2 Distribution
      Account pursuant to Section 2.3.

     

    Section
      2.5   Payment
      of Note Principal.
      (a) Monthly
      Payments During Controlled Amortization Period or Rapid Amortization
      Period.
      Commencing on the second Determination Date during the Series 2007-2 Controlled
      Amortization Period or the first Determination Date after the commencement
      of
      the Series 2007-2 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 2007-2 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 2007-2 Demand Notes and/or on the Series 2007-2 Letters of Credit
      (or withdrawn from the Series 2007-2 Cash Collateral Account), (iii) any amounts
      to be withdrawn from the Series 2007-2 Reserve Account and deposited into the
      Series 2007-2 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 2007-2 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
      2007-2 Collection Account and deposit such amount in the Series 2007-2
      Distribution Account, to be paid to the holders of the Series 2007-2
      Notes.

     

    (b)  Principal
      Draws on Series 2007-2 Letters of Credit.
      If the
      Administrator determines on any Distribution Date during the Series 2007-2
      Rapid
      Amortization Period that there exists a Series 2007-2 Lease Principal Payment
      Deficit, the Administrator shall instruct the Trustee in writing to draw on
      the
      Series 2007-2 Letters of Credit, if any, as provided below; provided, however,
      that
      the Administrator shall not instruct the Trustee to draw on the Series 2007-2
      Letters of Credit in respect of a Series 2007-2 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
      2007-2 Lease Principal Payment Deficit on or prior to 11:00 

     

    
      
        
        

      

      
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    a.m.
      (New
      York City time) on a Distribution Date, the Trustee shall, by 12:00 noon (New
      York City time) on such Distribution Date draw an amount as set forth in such
      notice equal to the lesser of (i) such Series 2007-2 Lease Principal Payment
      Deficit and (ii) the Series 2007-2 Letter of Credit Liquidity Amount on the
      Series 2007-2 Letters of Credit by presenting to each Series 2007-2 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 2007-2
      Distribution Account on such Distribution Date; provided,
      however,
      that if
      the Series 2007-2 Cash Collateral Account has been established and funded,
      the
      Trustee shall withdraw from the Series 2007-2 Cash Collateral Account and
      deposit in the Series 2007-2 Distribution Account an amount equal to the lesser
      of (x) the Series 2007-2 Cash Collateral Percentage on such Distribution Date
      of
      the Series 2007-2 Lease Principal Payment Deficit and (y) the Series 2007-2
      Available Cash Collateral Account Amount on such Distribution Date and draw
      an
      amount equal to the remainder of such amount on the Series 2007-2 Letters of
      Credit.

     

    (c)  Final
      Distribution Date.
      The
      entire Series 2007-2 Invested Amount shall be due and payable on the Series
      2007-2 Final Distribution Date. In connection therewith:

     

    (i)  Demand
      Note Draw.
      If the
      amount to be deposited in the Series 2007-2 Distribution Account in accordance
      with Section 2.5(a) together with any amounts to be deposited therein in
      accordance with Section 2.5(b) on the Series 2007-2 Final Distribution Date,
      is
      less than the Series 2007-2 Invested Amount and there are any Series 2007-2
      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 2007-2 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 2007-2 Demand Notes in an
      amount equal to the lesser of (i) such insufficiency and (ii) the Series
      2007-2 Letter of Credit Amount. The Trustee shall, prior to 12:00 noon (New
      York
      City time) on the second Business Day preceding such Series 2007-2 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 2007-2
      Demand Notes to be deposited into the Series 2007-2 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 2007-2
      Distribution Account the amount specified in such Demand Notice in whole or
      in
      part or (y) due to the occurrence of an Event of Bankruptcy (or the occurrence
      of an event described in clause (a) of the definition thereof, without the
      lapse
      of a period of 60 consecutive days) with respect to one or more of the Demand
      Note Issuers, the Trustee shall not have delivered such Demand Notice to any
      Demand Note Issuer on the second 

     

    
      
        
        

      

      
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    Business
      Day preceding such Series 2007-2 Final Distribution Date, then, in the case
      of
      (x) or (y) the Trustee shall draw on the Series 2007-2 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 2007-2 Demand Notes (or, the amount that the Trustee failed to demand
      for
      payment thereunder) and (b) the Series 2007-2 Letter of Credit Amount on
      such Business Day by presenting to each Series 2007-2 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 2007-2 Cash Collateral Account has been established and funded,
      the
      Trustee shall withdraw from the Series 2007-2 Cash Collateral Account and
      deposit in the Series 2007-2 Distribution Account an amount equal to the lesser
      of (x) the Series 2007-2 Cash Collateral Percentage on such Business Day of
      the
      amount that the Demand Note Issuers failed to pay under the Series 2007-2 Demand
      Notes (or, the amount that the Trustee failed to demand for payment thereunder)
      and (y) the Series 2007-2 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 2007-2 Demand Notes (or,
      the
      amount that the Trustee failed to demand for payment thereunder) on the Series
      2007-2 Letters of Credit. The Trustee shall deposit, or cause the deposit of,
      the proceeds of any draw on the Series 2007-2 Letters of Credit and the proceeds
      of any withdrawal from the Series 2007-2 Cash Collateral Account to be deposited
      in the Series 2007-2 Distribution Account. 

     

    (iii)  Reserve
      Account Withdrawal.
      If,
      after giving effect to the deposit into the Series 2007-2 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 2007-2 Distribution Account with respect to the Series
      2007-2 Final Distribution Date is or will be less than the Series 2007-2
      Invested Amount, then prior to 12:00 noon (New York City time) on the second
      Business Day prior to such Series 2007-2 Final Distribution Date, the
      Administrator shall instruct the Trustee in writing to withdraw from the Series
      2007-2 Reserve Account, an amount equal to the lesser of the Series 2007-2
      Available Reserve Account Amount and such remaining insufficiency and deposit
      it
      in the Series 2007-2 Distribution Account on such Series 2007-2 Final
      Distribution Date. 

     

    (iv)  Demand
      on Surety Bond.
      If
      after giving effect to the deposit into the Series 2007-2 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 2007-2 Distribution Account with respect
      to
      the Series 2007-2 Final Distribution Date is or will be less than the Series
      2007-2 Outstanding Principal Amount then the Trustee shall make a demand on
      the
      Surety Bond by 12:00 noon (New York City time) on the second Business Day
      preceding such Distribution Date in an amount equal to such insufficiency in
      accordance with the terms thereof and shall cause the proceeds thereof to be
      deposited in the Series 2007-2 Distribution Account. 

     

    
      
        
        

      

      
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    (d)  Principal
      Deficit Amount.
      On each
      Distribution Date, other than the Series 2007-2 Final Distribution Date, on
      which the Principal Deficit Amount is greater than zero, amounts shall be
      transferred to the Series 2007-2 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 2007-2 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 2007-2 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 2007-2
      Demand Note to be deposited into the Series 2007-2 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 2007-2 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 2007-2 Letters
      of Credit an amount equal to the lesser of (i) Series 2007-2 Letter of
      Credit Amount and (ii) the aggregate amount that the Demand Note Issuers
      failed to pay under the Series 2007-2 Demand Notes (or, the amount that the
      Trustee failed to demand for payment thereunder) by presenting to each Series
      2007-2 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 2007-2 Cash Collateral Account has been established and funded,
      the
      Trustee shall withdraw from the Series 2007-2 Cash Collateral Account and
      deposit in the Series 2007-2 Distribution Account an amount equal to the lesser
      of (x) the Series 2007-2 Cash Collateral Percentage on such Business Day of
      the
      aggregate amount that the Demand Note Issuers failed to pay under the Series
      2007-2 Demand Notes (or, the amount that the Trustee failed to demand for
      payment thereunder) and (y) the Series 2007-2 Available Cash Collateral Account
      Amount on such Business Day and draw an amount equal to the remainder of the
      aggregate amount that the Demand Note Issuers failed to pay under the Series
      2007-2 Demand Notes (or, the amount that the Trustee failed to demand for
      payment thereunder) on the Series 2007-2 Letters of Credit. The Trustee shall
      deposit into, or cause the deposit of, the proceeds of any draw on the Series
      

     

    
      
        
        

      

      
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    2007-2
      Letters of Credit and the proceeds of any withdrawal from the Series 2007-2
      Cash
      Collateral Account to be deposited in the Series 2007-2 Distribution
      Account.

     

    (iii)  Reserve
      Account Withdrawal.
      If the
      Series 2007-2 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 2007-2 Reserve
      Account, an amount equal to the lesser of (x) the Series 2007-2 Available
      Reserve Account Amount and (y) the amount by which the Principal Deficit Amount
      exceeds the amounts to be deposited in the Series 2007-2 Distribution Account
      in
      accordance with clauses (i) and (ii) of this Section 2.5(d) and deposit it
      in
      the Series 2007-2 Distribution Account on such Distribution Date. 

     

    (iv)  Demand
      on Surety Bond.
      If the
      sum of the Series 2007-2 Letter of Credit Amount and the Series 2007-2 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 2007-2
      Distribution Account.

     

    (e)  Distribution.
      On each
      Distribution Date occurring on or after the date a withdrawal is made from
      the
      Series 2007-2 Collection Account pursuant to Section 2.5(a) or amounts are
      deposited in the Series 2007-2 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
      Series 2007-2 Noteholder from the Series 2007-2 Distribution Account the amount
      deposited therein pursuant to Section 2.5(a), (b), (c) or (d), to the extent
      necessary to pay the Series 2007-2 Controlled Amortization Amount during the
      Series 2007-2 Controlled Amortization Period, or to the extent necessary to
      pay
      the Series 2007-2 Invested Amount during the Series 2007-2 Rapid Amortization
      Period.

     

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

     

    Section
      2.7   Series-2007-2
      Reserve Account.
      (a) Establishment
      of Series 2007-2 Reserve Account.
      ABRCF
      shall establish and maintain in the name of the Series 2007-2 Agent for the
      benefit of the Series 2007-2 Noteholders, each Series 2007-2 Interest Rate
      Swap
      Counterparty and the Surety Provider, or cause to be established and maintained,
      an account (the 

     

    
      
        
        

      

      
        -36-

        
          

        

      

      
        
        

      

    

    “Series
      2007-2 Reserve Account”),
      bearing a designation clearly indicating that the funds deposited therein are
      held for the benefit of the Series 2007-2 Noteholders, each Series 2007-2
      Interest Rate Swap Counterparty and the Surety Provider. The Series 2007-2
      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 2007-2 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 ABRCF shall, within thirty (30) days of such reduction,
      establish a new Series 2007-2 Reserve Account with a new Qualified Institution.
      If the Series 2007-2 Reserve Account is not maintained in accordance with the
      previous sentence, ABRCF shall establish a new Series 2007-2 Reserve Account,
      within ten (10) Business Days after obtaining knowledge of such fact, which
      complies with such sentence, and shall instruct the Series 2007-2 Agent in
      writing to transfer all cash and investments from the non-qualifying Series
      2007-2 Reserve Account into the new Series 2007-2 Reserve Account. Initially,
      the Series 2007-2 Reserve Account will be established with The Bank of New
      York
      Trust Company, N.A. 

     

    (b)  Administration
      of the Series 2007-2 Reserve Account.
      The
      Administrator may instruct the institution maintaining the Series 2007-2 Reserve
      Account to invest funds on deposit in the Series 2007-2 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 2007-2 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 2007-2
      Reserve Account and any such Permitted Investments that constitute
      (i) physical property (and that is not either a United States security
      entitlement or a security entitlement) shall be physically delivered to the
      Trustee; (ii) United States security entitlements or security entitlements
      shall be controlled (as defined in Section 8-106 of the New York UCC) by
      the Trustee pending maturity or disposition, and (iii) uncertificated
      securities (and not United States security entitlements) shall be delivered
      to
      the Trustee by causing the Trustee to become the registered holder of such
      securities. The Trustee shall, at the expense of ABRCF, take such action as
      is
      required to maintain the Trustee’s security interest in the Permitted
      Investments credited to the Series 2007-2 Reserve Account. ABRCF 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 2007-2 Reserve Account shall remain uninvested.

     

    (c)  Earnings
      from Series 2007-2 Reserve Account.
      All
      interest and earnings (net of losses and investment expenses) paid on funds
      on
      deposit in the Series 2007-2 Reserve Account shall be deemed to be on deposit
      therein and available for distribution.

     

    (d)  Series
      2007-2 Reserve Account Constitutes Additional Collateral for Series 2007-2
      Notes.
      In
      order to secure and provide for the repayment and payment of ABRCF’s Obligations
      with respect to the Series 2007-2 Notes, ABRCF hereby grants a security interest
      in 

     

    
      
        
        

      

      
        -37-

        
          

        

      

      
        
        

      

    

    and
      assigns, pledges, grants, transfers and sets over to the Trustee, for the
      benefit of the Series 2007-2 Noteholders, each Series 2007-2 Interest Rate
      Swap
      Counterparty and the Surety Provider, all of ABRCF’s right, title and interest
      in and to the following (whether now or hereafter existing or acquired): (i)
      the
      Series 2007-2 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 2007-2
      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
      2007-2 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 2007-2 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
      2007-2 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 2007-2 Reserve Account and in all
      proceeds thereof, and shall be the only person authorized to originate
      entitlement orders in respect of the Series 2007-2 Reserve Account. The Series
      2007-2 Reserve Account Collateral shall be under the sole dominion and control
      of the Trustee for the benefit of the Series 2007-2 Noteholders, each Series
      2007-2 Interest Rate Swap Counterparty and the Surety Provider. The Series
      2007-2 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
      2007-2 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 2007-2
      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
      2007-2 Reserve Account Surplus.
      In the
      event that the Series 2007-2 Reserve Account Surplus on any Distribution Date,
      after giving effect to all withdrawals from the Series 2007-2 Reserve Account,
      is greater than zero, if no Series 2007-2 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 2007-2 Reserve Account an amount equal to the
      Series 2007-2 Reserve Account Surplus and shall pay such amount to
      ABRCF.

     

    (f)  Termination
      of Series 2007-2 Reserve Account.
      Upon
      the termination of the Indenture pursuant to Section 11.1 of the Base Indenture,
      the Trustee, acting in accordance with the written instructions of the
      Administrator, after the prior payment of all amounts owing to the Series 2007-2
      Noteholders and to the Surety Provider and payable from the Series 2007-2
      Reserve Account as provided herein, shall withdraw from the Series 2007-2
      Reserve Account all amounts on deposit therein for payment to
      ABRCF.

     

    Section
      2.8   Series
      2007-2 Letters of Credit and Series 2007-2 Cash Collateral
      Account.
      (a) Series
      2007-2 Letters of Credit and Series 2007-2 Cash Collateral Account


     

    
      
        
        

      

      
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    Constitute
      Additional Collateral for Series 2007-2 Notes.
      In
      order to secure and provide for the repayment and payment of ABRCF’s Obligations
      with respect to the Series 2007-2 Notes, ABRCF hereby grants a security interest
      in and assigns, pledges, grants, transfers and sets over to the Trustee, for
      the
      benefit of the Series 2007-2 Noteholders, each Series 2007-2 Interest Rate
      Swap
      Counterparty and the Surety Provider, all of ABRCF’s right, title and interest
      in and to the following (whether now or hereafter existing or acquired):
      (i) each Series 2007-2 Letter of Credit; (ii) the Series 2007-2 Cash
      Collateral Account, including any security entitlement thereto; (iii) all
      funds on deposit in the Series 2007-2 Cash Collateral Account from time to
      time;
      (iv) all certificates and instruments, if any, representing or evidencing
      any or all of the Series 2007-2 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 2007-2 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 2007-2 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
      2007-2 Cash Collateral Account Collateral”).
      The
      Trustee shall, for the benefit of the Series 2007-2 Noteholders, each Series
      2007-2 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 2007-2 Cash Collateral Account and in all proceeds thereof, and shall
      be
      the only person authorized to originate entitlement orders in respect of the
      Series 2007-2 Cash Collateral Account. The Series 2007-2 Cash Collateral Account
      shall be under the sole dominion and control of the Trustee for the benefit
      of
      the Series 2007-2 Noteholders, each Series 2007-2 Interest Rate Swap
      Counterparty and the Surety Provider. The Series 2007-2 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 2007-2 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 2007-2 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
      2007-2 Letter of Credit Expiration Date.
      If
      prior to the date which is ten (10) days prior to the then - scheduled Series
      2007-2 Letter of Credit Expiration Date with respect to any Series 2007-2 Letter
      of Credit, excluding the amount available to be drawn under such Series 2007-2
      Letter of Credit but taking into account each substitute Series 2007-2 Letter
      of
      Credit which has been obtained from a Series 2007-2 Eligible Letter of Credit
      Provider and is in full force and effect on such date, the Series 2007-2
      Enhancement Amount would be equal to or more than the Series 2007-2 Required
      Enhancement Amount and the Series 2007-2 Liquidity Amount would be equal to
      or
      greater than the Series 2007-2 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 2007-2 Letter of Credit Expiration
      Date of such determination. If prior to the date which is ten (10) days prior
      to
      the then-scheduled Series 2007-2 Letter of Credit Expiration Date with respect
      to any Series 2007-2 Letter of Credit, excluding the amount available to be
      drawn under such Series 2007-2 Letter of Credit but taking into account a


     

    
      
        
        

      

      
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    substitute
      Series 2007-2 Letter of Credit which has been obtained from a Series 2007-2
      Eligible Letter of Credit Provider and is in full force and effect on such
      date,
      the Series 2007-2 Enhancement Amount would be less than the Series 2007-2
      Required Enhancement Amount or the Series 2007-2 Liquidity Amount would be
      less
      than the Series 2007-2 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 2007-2 Letter of Credit Expiration
      Date of (x) the greater of (A) the excess, if any, of the Series 2007-2 Required
      Enhancement Amount over the Series 2007-2 Enhancement Amount, excluding the
      available amount under such expiring Series 2007-2 Letter of Credit but taking
      into account any substitute Series 2007-2 Letter of Credit which has been
      obtained from a Series 2007-2 Eligible Letter of Credit Provider and is in
      full
      force and effect, on such date, and (B) the excess, if any, of the Series 2007-2
      Required Liquidity Amount over the Series 2007-2 Liquidity Amount, excluding
      the
      available amount under such expiring Series 2007-2 Letter of Credit but taking
      into account any substitute Series 2007-2 Letter of Credit which has been
      obtained from a Series 2007-2 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 2007-2 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 2007-2 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 2007-2 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 2007-2 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 2007-2 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 2007-2 Cash Collateral
      Account.

     

    (c)  Series
      2007-2 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 2007-2 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
      2007-2 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 2007-2 Required Enhancement Amount over the Series
      2007-2 Enhancement Amount, excluding the available amount under the Series
      2007-2 Letter of Credit issued by such Series 2007-2 Letter of Credit Provider,
      on such date, and (B) the excess, if any, of the Series 2007-2 Required
      Liquidity Amount over the Series 2007-2 Liquidity Amount, excluding the
      available amount under such Series 2007-2 Letter of Credit, on such date, and
      (ii) the amount available to be drawn on such Series 2007-2 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 

     

    
      
        
        

      

      
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    (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 2007-2 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 2007-2 Cash Collateral Account.

     

    (d)  Termination
      Date Demands on the Series 2007-2 Letters of Credit.
      Prior
      to 10:00 a.m. (New York City time) on the Business Day immediately succeeding
      the Series 2007-2 Letter of Credit Termination Date, the Administrator shall
      determine the Series 2007-2 Demand Note Payment Amount, if any, as of the Series
      2007-2 Letter of Credit Termination Date and, if the Series 2007-2 Demand Note
      Payment Amount is greater than zero, instruct the Trustee in writing to draw
      on
      the Series 2007-2 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 2007-2 Demand Note Payment
      Amount and (ii) the Series 2007-2 Letter of Credit Liquidity Amount on the
      Series 2007-2 Letters of Credit by presenting to each Series 2007-2 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 2007-2 Cash Collateral Account;
      provided,
      however,
      that if
      the Series 2007-2 Cash Collateral Account has been established and funded,
      the
      Trustee shall draw an amount equal to the product of (a) 100% minus
      the
      Series 2007-2 Cash Collateral Percentage and (b) the lesser of the amounts
      referred to in clause (i) and (ii) on such Business Day on the Series 2007-2
      Letters of Credit as calculated by the Administrator and provided in writing
      to
      the Trustee and the Surety Provider.

     

    (e)  Draws
      on the Series 2007-2 Letters of Credit.
      If
      there is more than one Series 2007-2 Letter of Credit on the date of any draw
      on
      the Series 2007-2 Letters of Credit pursuant to the terms of this Supplement,
      the Administrator shall instruct the Trustee, in writing, to draw on each Series
      2007-2 Letter of Credit in an amount equal to the Pro Rata Share of the Series
      2007-2 Letter of Credit Provider issuing such Series 2007-2 Letter of Credit
      of
      the amount of such draw on the Series 2007-2 Letters of Credit.

     

    (f)  Establishment
      of Series 2007-2 Cash Collateral Account.
      On or
      prior to the date of any drawing under a Series 2007-2 Letter of Credit pursuant
      to Section 2.8(b), (c) or (d) above, ABRCF shall establish and maintain in
      the name of the Trustee for the benefit of the Series 2007-2 Noteholders, each
      Series 2007-2 Interest Rate Swap Counterparty and the Surety Provider, or cause
      to be established and maintained, an account (the “Series
      2007-2 Cash Collateral Account”),
      bearing a designation clearly indicating that the funds deposited therein are
      held for the benefit of the Series 2007-2 Noteholders, each Series 2007-2
      Interest Rate Swap Counterparty and the Surety Provider. The Series 2007-2
      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 2007-2 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 ABRCF shall, 

     

    
      
        
        

      

      
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    within
      thirty (30) days of such reduction, establish a new Series 2007-2 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 2007-2 Cash Collateral Account. If a new Series 2007-2 Cash
      Collateral Account is established, ABRCF shall instruct the Trustee in writing
      to transfer all cash and investments from the non-qualifying Series 2007-2
      Cash
      Collateral Account into the new Series 2007-2 Cash Collateral
      Account.

     

    (g)  Administration
      of the Series 2007-2 Cash Collateral Account.
      ABRCF
      may instruct (by standing instructions or otherwise) the institution maintaining
      the Series 2007-2 Cash Collateral Account to invest funds on deposit in the
      Series 2007-2 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 2007-2 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 2007-2 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
      ABRCF, take such action as is required to maintain the Trustee’s security
      interest in the Permitted Investments credited to the Series 2007-2 Cash
      Collateral Account. ABRCF 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 2007-2 Cash Collateral Account shall
      remain uninvested.

     

    (h)  Earnings
      from Series 2007-2 Cash Collateral Account.
      All
      interest and earnings (net of losses and investment expenses) paid on funds
      on
      deposit in the Series 2007-2 Cash Collateral Account shall be deemed to be
      on
      deposit therein and available for distribution.

     

    (i)  Series
      2007-2 Cash Collateral Account Surplus.
      In the
      event that the Series 2007-2 Cash Collateral Account Surplus on any Distribution
      Date (or, after the Series 2007-2 Letter of Credit Termination Date, on any
      date) is greater than zero, the Trustee, acting in accordance with the written
      instructions (a copy of which shall be provided by the Administrator to the
      Surety Provider) of the Administrator, shall withdraw from the Series 2007-2
      Cash Collateral Account an amount equal to the Series 2007-2 Cash Collateral
      Account Surplus and shall pay such amount: first,
      to the
      Series 2007-2 Letter of Credit Providers to the extent of any unreimbursed
      drawings under the related Series 2007-2 Reimbursement Agreement, for
      application in accordance with the provisions of the related Series 2007-2
      Reimbursement Agreement, and, second,
      to
      ABRCF any remaining amount.

     

    
      
        
        

      

      
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    (j)  Post-Series
      2007-2 Letter of Credit Termination Date Withdrawals from the Series 2007-2
      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 2007-2 Cash
      Collateral Account and pay to the Surety Provider an amount equal to the lesser
      of (i) the Series 2007-2 Available Cash Collateral Account Amount on such
      date and (ii) such Preference Amount. Prior to any withdrawal from the
      Series 2007-2 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 2007-2 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 2007-2 Noteholders and
      to
      the Surety Provider and payable from the Series 2007-2 Cash Collateral Account
      as provided herein, shall withdraw from the Series 2007-2 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 2007-2 Letter of Credit Providers to the extent of any unreimbursed
      drawings under the related Series 2007-2 Reimbursement Agreement, for
      application in accordance with the provisions of the related Series 2007-2
      Reimbursement Agreement, and, second,
      to
      ABRCF any remaining amount.

     

    Section
      2.9   Series
      2007-2 Distribution Account.
      (a) Establishment
      of Series 2007-2 Distribution Account.
      ABRCF
      shall establish and maintain in the name of the Trustee for the benefit of
      the
      Series 2007-2 Noteholders, each Series 2007-2 Interest Rate Swap Counterparty
      and the Surety Provider, or cause to be established and maintained, an account
      (the “Series
      2007-2 Distribution Account”),
      bearing a designation clearly indicating that the funds deposited therein are
      held for the benefit of the Series 2007-2 Noteholders, each Series 2007-2
      Interest Rate Swap Counterparty and the Surety Provider. The Series 2007-2
      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 2007-2 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 ABRCF shall, within thirty (30) days of such reduction,
      establish a new Series 2007-2 Distribution Account with a new Qualified
      Institution. If the Series 2007-2 Distribution Account is not maintained in
      accordance with the previous sentence, ABRCF shall establish a new Series 2007-2
      Distribution Account, within ten (10) Business Days after obtaining knowledge
      of
      such fact, which complies with such sentence, and shall instruct the
      Series 2007-2 Agent in writing to transfer all cash and investments from
      the non-qualifying Series 2007-2 Distribution Account into the new Series
      2007-2 Distribution Account. Initially, the Series 2007-2 Distribution Account
      will be established with The Bank of New York Trust Company, N.A.

     

    (b)  Administration
      of the Series 2007-2 Distribution Account.
      The
      Administrator may instruct the institution maintaining the Series 2007-2
      Distribution Account to invest funds on deposit in the Series 2007-2
      Distribution Account from time to time in Permitted 

     

    
      
        
        

      

      
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    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 2007-2 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
      2007-2 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 ABRCF, take such action as
      is
      required to maintain the Trustee’s security interest in the Permitted
      Investments credited to the Series 2007-2 Distribution Account. ABRCF 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 2007-2 Distribution Account shall remain uninvested.

     

    (c)  Earnings
      from Series 2007-2 Distribution Account.
      All
      interest and earnings (net of losses and investment expenses) paid on funds
      on
      deposit in the Series 2007-2 Distribution Account shall be deemed to be on
      deposit and available for distribution.

     

    (d)  Series
      2007-2 Distribution Account Constitutes Additional Collateral for Series 2007-2
      Notes.
      In
      order to secure and provide for the repayment and payment of ABRCF’s Obligations
      with respect to the Series 2007-2 Notes, ABRCF hereby grants a security interest
      in and assigns, pledges, grants, transfers and sets over to the Trustee, for
      the
      benefit of the Series 2007-2 Noteholders, each Series 2007-2 Interest Rate
      Swap
      Counterparty and the Surety Provider, all of ABRCF’s right, title and interest
      in and to the following (whether now or hereafter existing or acquired): (i)
      the
      Series 2007-2 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 2007-2
      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
      2007-2 Distribution Account, whether constituting securities, instruments,
      general intangibles, investment property, financial assets or other property;
      (v) all interest, dividends, cash, instruments and other property from time
      to
      time received, receivable or otherwise distributed in respect of or in exchange
      for the Series 2007-2 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
      2007-2 Distribution Account Collateral”).
      The
      Trustee shall possess all right, title and interest in all funds on deposit
      from
      time to time in the Series 2007-2 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 2007-2 Distribution Account. The
      Series 2007-2 Distribution Account Collateral shall be under the sole dominion
      and control of the Trustee for the benefit of the Series 2007-2 Noteholders,
      each Series 2007-2 Interest Rate Swap Counterparty and the Surety Provider.
      The
      Series 2007-2 Agent hereby agrees (i) to act as the 

     

    
      
        
        

      

      
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    securities
      intermediary (as defined in Section 8-102(a)(14) of the New York UCC) with
      respect to the Series 2007-2 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 2007-2 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
      2007-2 Interest Rate Swaps.
      (a)
      On the
      Series 2007-2 Closing Date, ABRCF shall enter into one or more interest rate
      swaps acceptable to the Surety Provider (in the exercise of its reasonable
      judgment) in respect of the Series 2007-2 Notes with a Qualified Interest Rate
      Swap Counterparty (a “Series
      2007-2 Interest Rate Swap”).
      The
      Series 2007-2 Interest Rate Swaps shall have an aggregate initial notional
      amount equal to the Series 2007-2 Initial Invested Amount. The aggregate
      notional amount of such Series 2007-2 Interest Rate Swaps shall be reduced
      pursuant to the terms of such Series 2007-2 Interest Rate Swaps but shall not
      at
      any time be less than the Series 2007-2 Invested Amount. The fixed rate payable
      by ABRCF under such Series 2007-2 Interest Rate Swaps and any replacement
      thereof shall not be greater than 5.5 %.

     

    (b)  Replacement
      of Any Series 2007-2 Interest Rate Swap.
      If, at
      any time, a Series 2007-2 Interest Rate Swap Counterparty does not have (i)
      a
      long-term senior, unsecured debt, deposit, claims paying or credit (as the
      case
      may be) rating at least “A” from Standard & Poor’s and at least “A2” from
      Moody’s, (ii) a short-term senior, unsecured debt, deposit, claims paying or
      credit (as the case may be) rating of at least “A-1”, or if such Series 2007-2
      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 2007-2
      Interest Rate Swap Counterparty does not have a short-term senior, unsecured
      debt rating, then a long-term senior, unsecured debt, deposit, claims paying
      or
      credit (as the case may be) rating of at least “A1”, in each case, from Moody’s,
      then ABRCF shall cause the Series 2007-2 Interest Rate Swap Counterparty within
      thirty (30) days following such occurrence, at the Series 2007-2 Interest Rate
      Swap Counterparty’s expense, to do one of the following (the choice of such
      action to be determined by the Series 2007-2 Interest Rate Swap Counterparty)
      (i) obtain a replacement interest rate swap on substantially the same terms
      as
      the replaced Series 2007-2 Interest Rate Swap from a Qualified Interest Rate
      Swap Provider and terminate the applicable Series 2007-2 Interest Rate Swap,
      (ii) collateralize its obligations under the Series 2007-2 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 2007-2 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 2007-2 Notes; provided
      that no
      termination of any Series 2007-2 Interest Rate Swap shall occur until ABRCF
      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).

     

    
      
        
        

      

      
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    (c)  To
      secure
      payment of all ABRCF’s Obligations with respect to the Series 2007-2 Notes,
      ABRCF grants a security interest in, and assigns, pledges, grants, transfers
      and
      sets over to the Trustee, for the benefit of the Series 2007-2 Noteholders
      and
      the Surety Provider, all of ABRCF’s right, title and interest in the Series
      2007-2 Interest Rate Swaps and all proceeds thereof (the “Series
      2007-2 Interest Rate Swap Collateral”).
      ABRCF
      shall require all Series 2007-2 Interest Rate Swap Proceeds to be paid to,
      and the Trustee shall allocate all Series 2007-2 Interest Rate Swap Proceeds
      to,
      the Series 2007-2 Accrued Interest Account of the Series 2007-2
      Collection Account.

     

    (d)  
      The
      failure of ABRCF to comply with its covenants contained in this Section 2.10
      shall not constitute an Amortization Event with respect to the Series 2007-2
      Notes.

     

    (e)  Each
      Series 2007-2 Interest Rate Swap Counterparty shall be a Swap Counterparty
      and
      therefore shall be a beneficiary of the grant set forth in Section 3.1 of the
      Base Indenture. 

     

    Section
      2.11   Series
      2007-2 Accounts Permitted Investments.
      ABRCF
      shall not, and shall not permit, funds on deposit in the Series 2007-2 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 

     

    (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
      2007-2 Demand Notes Constitute Additional Collateral for Series 2007-2
      Notes.
      In
      order to secure and provide for the repayment and payment of ABRCF’s Obligations
      with respect to the Series 2007-2 Notes, ABRCF hereby grants a security interest
      in and assigns, pledges, grants, transfers and sets over to the Trustee, for
      the
      benefit of the Series 2007-2 Noteholders, each Series 2007-2 Interest Rate
      Swap
      Counterparty and the Surety Provider, all of ABRCF’s right, title and interest
      in and to the following (whether now or hereafter existing or acquired):
      (i) the Series 2007-2 Demand Notes; (ii) all certificates and
      instruments, if any, representing or evidencing the Series 2007-2 Demand Notes;
      and (iii) all proceeds of any and all of the foregoing, including, without
      limitation, cash. On the date hereof, ABRCF shall deliver to the Trustee, for
      the benefit of the Series 2007-2 Noteholders, each Series 2007-2 Interest Rate
      Swap Counterparty and the Surety Provider, each Series 2007-2 Demand


     

    
      
        
        

      

      
        -46-

        
          

        

      

      
        
        

      

    

    Note,
      endorsed in blank. The Trustee, for the benefit of the Series 2007-2
      Noteholders, each Series 2007-2 Interest Rate Swap Counterparty and the Surety
      Provider, shall be the only Person authorized to make a demand for payments
      on
      the Series 2007-2 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 2007-2 Notes and collectively shall constitute the Amortization
      Events set forth in Section 9.1(n) of the Base Indenture with respect to the
      Series 2007-2 Notes (without notice or other action on the part of the Trustee
      or any holders of the Series 2007-2 Notes):

     

    (a)  a
      Series
      2007-2 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 2007-2 Enhancement Deficiency shall have
      been cured in accordance with the terms and conditions of the Indenture and
      the
      Related Documents;

     

    (b)  the
      Series 2007-2 Liquidity Amount shall be less than the Series 2007-2 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 2007-2 Collection Account, the Series 2007-2
      Excess Collection Account or the Series 2007-2 Reserve Account shall be subject
      to an injunction, estoppel or other stay or a Lien (other than Liens permitted
      under the Related Documents);

     

    (d)  all
      principal of and interest on the Series 2007-2 Notes is not paid in full on
      or
      before the Series 2007-2 Expected Final Distribution Date;

     

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

     

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

     

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

     

    (h)  any
      Series 2007-2 Letter of Credit shall not be in full force and effect for at
      least two (2) Business Days and (x) either a Series 2007-2 Enhancement
      Deficiency would result from excluding such Series 2007-2 Letter of Credit
      from
      the Series 2007-2 Enhancement Amount or (y) the Series 2007-2 Liquidity Amount,
      excluding therefrom 

     

    
      
        
        

      

      
        -47-

        
          

        

      

      
        
        

      

    

    the
      available amount under such Series 2007-2 Letter of Credit, would be less than
      the Series 2007-2 Required Liquidity Amount;

     

    (i)  from
      and
      after the funding of the Series 2007-2 Cash Collateral Account, the Series
      2007-2 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 2007-2 Enhancement
      Deficiency would result from excluding the Series 2007-2 Available Cash
      Collateral Account Amount from the Series 2007-2 Enhancement Amount or (y)
      the
      Series 2007-2 Liquidity Amount, excluding therefrom the Series 2007-2 Available
      Cash Collateral Amount, would be less than the Series 2007-2 Required Liquidity
      Amount; and

     

    (j)  an
      Event
      of Bankruptcy shall have occurred with respect to any Series 2007-2 Letter
      of
      Credit Provider or any Series 2007-2 Letter of Credit Provider repudiates its
      Series 2007-2 Letter of Credit or refuses to honor a proper draw thereon and
      either (x) a Series 2007-2 Enhancement Deficiency would result from excluding
      such Series 2007-2 Letter of Credit from the Series 2007-2 Enhancement Amount
      or
      (y) the Series 2007-2 Liquidity Amount, excluding therefrom the available amount
      under such Series 2007-2 Letter of Credit, would be less than the Series 2007-2
      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 ABRCF that the
      Lessees, the Borrowers and ABRCF have determined to increase any Series 2007-2
      Maximum Amount, (such notice, a “Waiver
      Request”),
      each
      Series 2007-2 Noteholder may, at its option, waive any Series 2007-2 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 2007-2 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 2007-2 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 2007-2 Noteholders and the Surety
      Provider, which notice shall be accompanied by a form of consent (each a
“Consent”)
      in the
      form of Exhibit B
      by which
      the Series 2007-2 Noteholders may, on or before the Consent Period Expiration
      Date, consent to waiver of the applicable Waivable Amount. If the Trustee
      receives 

     

    
      
        
        

      

      
        -48-

        
          

        

      

      
        
        

      

    

    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 2007-2 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
      2007-2 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 2007-2 Noteholder from whom the Trustee has not received a Consent on
      or
      before the Consent Period Expiration Date will be deemed not to have consented
      to such waiver.

     

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

     

    (i)  to
      the
      non-consenting Series 2007-2 Noteholders, if any, pro rata
      up to
      the amount required to pay all Series 2007-2 Notes held by such non-consenting
      Series 2007-2 Noteholders in full; and

     

    (ii)  any
      remaining Designated Amounts to the Series 2007-2 Excess Collection
      Account.

     

    If
      the
      amount paid pursuant to clause (i) of the preceding paragraph is not paid in
      full on the date specified therein, then on each day following such Distribution
      Date, the Administrator will allocate to the Series 2007-2 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 2007-2 Collection Account and deposit the same in the
      Series 2007-2 Distribution Account for distribution as follows:

     

    (a) to
      the
      non-consenting Series 2007-2 Noteholders, if any, pro rata
      an
      amount equal to the Designated Amounts in the Series 2007-2 Collection Account
      as of the applicable Determination Date up to the aggregate outstanding
      principal balance of the Series 2007-2 Notes held by the non-consenting Series
      2007-2 Noteholders; and

     

    (b) any
      remaining Designated Amounts to the Series 2007-2 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 2007-2 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 2007-2 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 2007-2
      Noteholders.

     

    
      
        
        

      

      
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    ARTICLE
      V

     

    FORM
      OF SERIES 2007-2 NOTES

     

    Section
      5.1   Restricted
      Global Series 2007-2 Notes.
      The
      Series 2007-2 Notes to be issued in the United States will be issued in
      book-entry form and represented by one or more permanent global Notes in fully
      registered form without interest coupons (each, a “Restricted
      Global Series 2007-2 Note”),
      substantially in the form set forth in Exhibit
      A-1,
      with
      such legends as may be applicable thereto as set forth in the Base Indenture,
      and will be sold only in the United States (1) initially to institutional
      accredited investors within the meaning of Regulation D under the Securities
      Act
      in reliance on an exemption from the registration requirements of the Securities
      Act and (2) thereafter to qualified institutional buyers within the meaning
      of,
      and in reliance on, Rule 144A under the Securities Act and shall be deposited
      on
      behalf of the purchasers of the Series 2007-2 Notes represented thereby, with
      the Trustee as custodian for DTC, and registered in the name of Cede as DTC’s
      nominee, duly executed by ABRCF and authenticated by the Trustee in the manner
      set forth in Section 2.4 of the Base Indenture.

     

    Section
      5.2   Temporary
      Global Series 2007-2 Notes; Permanent Global Series 2007-2 Notes.
      The
      Series 2007-2 Notes to be issued outside the United States will be issued and
      sold in transactions outside the United States in reliance on Regulation S
      under
      the Securities Act, as provided in the applicable note purchase agreement,
      and
      shall initially be issued in the form of one or more temporary notes in
      registered form without interest coupons (each, a “Temporary
      Global Series 2007-2 Note”),
      substantially in the form set forth in Exhibit
      A-2,
      which
      shall be deposited on behalf of the purchasers of the Series 2007-2 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 ABRCF and authenticated by the Trustee in the manner set forth
      in
      Section 2.4 of the Base Indenture. Interests in a Temporary Global Series 2007-2
      Note will be exchangeable, in whole or in part, for interests in one or more
      permanent global notes in registered form without interest coupons (each, a
      “Permanent
      Global Series 2007-2 Note”),
      substantially in the form of Exhibits A-3,
      in
      accordance with the provisions of such Temporary Global Series 2007-2 Note
      and
      the Base Indenture (as modified by this Supplement). Interests in a Permanent
      Global Series 2007-2 Note will be exchangeable for a definitive Series 2007-2
      Note in accordance with the provisions of such Permanent Global Series 2007-2
      Note and the Base Indenture (as modified by this Supplement).

     

     

    ARTICLE
      VI

     

    GENERAL

     

    Section
      6.1   Optional
      Repurchase.
      The
      Series 2007-2 Notes shall be subject to repurchase by ABRCF at its option in
      accordance with Section 6.3 of the Base Indenture on any Distribution Date
      after
      the Series 2007-2 Invested Amount is reduced to an amount less than or equal
      to
      10% of the Series 2007-2 Initial Invested Amount (the “Series
      2007-2 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 2007-2 Note is repurchased by ABRCF
      pursuant to this Section 6.1, ABRCF shall have paid the Surety Provider all
      Surety Provider Fees 

     

    
      
        
        

      

      
        -50-

        
          

        

      

      
        
        

      

    

    and
      all
      other Surety Provider Reimbursement Amounts due and unpaid as of such
      Distribution Date. The repurchase price for any Series 2007-2 Note shall equal
      the aggregate outstanding principal balance of such Series 2007-2 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 2007-2 Noteholders, or their designated
      agent, and the Surety Provider copies of all information furnished to the
      Trustee or ABRCF pursuant to the Related Documents, as such information relates
      to the Series 2007-2 Notes or the Series 2007-2 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 2007-2 Notes that have been made and
      subsequently recovered from Series 2007-2 Noteholders and the dates on
      which such payments were made.

     

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

    

      
        	
                Exhibit
                  A-1

              	
                Form
                  of Restricted Global Series 2007-2 Note

              
	
                Exhibit
                  A-2

              	
                Form
                  of Temporary Global Series 2007-2 Note

              
	
                Exhibit
                  A-3

              	
                Form
                  of Permanent Global Series 2007-2 Note

              
	
                Exhibit
                  B:

              	
                Form
                  of Consent

              
	
                Exhibit
                  C:

              	
                Form
                  of Series 2007-2 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 2007-2 Noteholders representing
      more
      than 50% of the aggregate outstanding principal amount of the Series 2007-2
      Notes.

     

    
      
        
        

      

      
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    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 2007-2 Notes without the consent of the
      Required Noteholders and, to the extent there are any amounts due to a Series
      2007-2 Interest Rate Swap Counterparty, each such Series 2007-2 Interest Rate
      Swap Counterparty.

     

    Section
      6.9   Notice
      to Surety Provider, Rating Agencies and each Series 2007-2 Interest Rate Swap
      Counterparty.
      The
      Trustee shall provide to the Surety Provider, each Rating Agency and each Series
      2007-2 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
      2007-2 Interest Rate Swap Counterparty, shall be from counsel reasonably
      acceptable to the Surety Provider and each Series 2007-2 Interest Rate Swap
      Counterparty and shall be in form and substance reasonably acceptable to the
      Surety Provider and each Series 2007-2 Interest Rate Swap Counterparty. All
      such
      notices, opinions, certificates or other items delivered to the Surety Provider
      shall be forwarded to Ambac Assurance Corporation, One State Street Plaza,
      New
      York, New York, 10004, Attention: General Counsel, telephone: (212)
      668-0340.

     

    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 2007-2 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 2007-2 Notes for the
      purposes of giving any and all consents, waivers (including, without limitation,
      pursuant to Article III (other than an Amortization Event described in clauses
      (f) and (g) thereof) Article IV and Section 6.7), approvals, instructions,
      directions, requests, declarations and/or notices pursuant to the Base Indenture
      and this Supplement. Any reference in the Base Indenture or the Related
      Documents (including, without limitation, in Sections 2.3, 8.14, 9.1, 9.2 or
      12.1 of the Base Indenture) to materially, adversely, or detrimentally affecting
      the rights or interests of the Noteholders, or words of similar meaning, shall
      be deemed, for purposes of the Series 2007-2 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 2007-2 Notes for all purposes
      under the Indenture and the other Related Documents. Furthermore, the Surety
      Provider shall be deemed to be a “Secured Party” under the Base Indenture and
      the Related Documents to the extent of amounts payable to the Surety Provider
      pursuant to this Supplement and the Insurance Agreement shall constitute an
      “Enhancement Agreement” with respect to the Series 2007-2 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 2007-2 Notes for such purposes. 

     

    
      
        
        

      

      
        -52-

        
          

        

      

      
        
        

      

    

    Section
      6.12   Capitalization
      of ABRCF.
      ABRCF
      agrees that on the Series 2007-2 Closing Date it will have capitalization in
      an
      amount equal to or greater than 3% of the sum of (x) the Series 2007-2 Invested
      Amount and (y) the invested amount of the Series 2000-2 Notes, the Series 2002-1
      Notes, the Series 2002-2 Notes, the Series 2002-3 Notes, the Series 2003-2
      Notes, the Series 2003-3 Notes, the Series 2003-4 Notes, the Series 2003-5
      Notes, the Series 2004-1 Notes, the Series 2004-2 Notes, the Series 2005-1
      Notes, the Series 2005-2 Notes, the Series 2005-4 Notes, the Series 2006-1
      Notes, the Series 2006-2 Notes and the Series 2007-1 Notes.

     

    Section
      6.13   [RESERVED]

     

    Section
      6.14   Third
      Party Beneficiary.
      The
      Surety Provider and each Series 2007-2 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 2007-2 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 2007-2 Notes (except those set
      forth in clauses (f) and (g) of Article III) or a Series 2007-2 Limited
      Liquidation Event of Default until after the Trustee has given prior written
      notice thereof to the Surety Provider and each Series 2007-2 Interest Rate
      Swap
      Counterparty and obtained the direction of the Required Noteholders with respect
      to the Series 2007-2 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 2007-2 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 2007-2 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 2007-2 Notes by ABRCF. 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 2007-2 Notes to the Trustee for the
      benefit of the Series 2007-2 Noteholders or to the Series 2007-2
      Noteholders (including any Preference Amounts as defined in the Surety Bond),
      the Surety Provider will be fully subrogated to the rights of such
      Series 2007-2 Noteholders to receive such principal and interest and will
      be deemed to the extent of the payments so made to be a Series 2007-2
      Noteholder and (ii) the Surety Provider shall be paid principal and
      interest in its capacity as a Series 2007-2 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 2007-2 Noteholders have
      received all payments of principal and interest due to them hereunder on the
      related Distribution Date.

     

    Section
      6.17   Series
      2007-2 Demand Notes.
      Other
      than pursuant to a demand thereon pursuant to Section 2.5, ABRCF shall not
      reduce the amount of the Series 2007-2 

     

    
      
        
        

      

      
        -53-

        
          

        

      

      
        
        

      

    

    Demand
      Notes or forgive amounts payable thereunder so that the outstanding principal
      amount of the Series 2007-2 Demand Notes after such reduction or forgiveness
      is
      less than the Series 2007-2 Letter of Credit Liquidity Amount. ABRCF shall
      not
      agree to any amendment of the Series 2007-2 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 ABRCF 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 2007-2 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 2007-2 Noteholders under the
      Indenture. Each of ABRCF 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
      2007-2 Notes theretofore authenticated and issued have been delivered (other
      than destroyed, lost, or stolen Series 2007-2 Notes which have been replaced
      or
      paid) to the Trustee for cancellation, ABRCF 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 2007-2 Interest Rate Swaps have been terminated and there are no
      amounts due and owing thereunder and, if the Series 2007-2 Demand Note Payment
      Amount on the Series 2007-2 Letter of Credit Termination Date was greater than
      zero, all amounts have been withdrawn from the Series 2007-2 Cash Collateral
      Account in accordance with Section 2.8(i).

     

    Section
      6.20   Condition
      to Termination of ABRCF’s Obligations.
      Notwithstanding anything to the contrary in Section 11.1 of the Base Indenture,
      so long as this Supplement is in effect, ABRCF may not terminate its obligations
      under the Indenture unless ABRCF shall have delivered to the Surety Provider
      and
      each Series 2007-2 Interest Rate Swap Counterparty an Opinion of Counsel, in
      form and substance acceptable to the Surety Provider and each Series 2007-2
      Interest Rate Swap Counterparty, to the effect that, in the event of a
      bankruptcy proceeding under the Bankruptcy Code in respect of ABRCF, the Lessor
      or any Lessee, the bankruptcy court would not avoid any amounts distributed
      to
      the Series 2007-2 Noteholders, the Surety Provider or any Series 2007-2 Interest
      Rate Swap Counterparty in connection with such termination.

     

    Section
      6.21   Confidential
      Information. (a)  The
      Trustee and each Series 2007-2 Note Owner agrees, by its acceptance and holding
      of a beneficial interest in a Series 2007-2 Note, to maintain the
      confidentiality of all Confidential Information in accordance with procedures
      adopted by the Trustee or such Series 2007-2 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

     

    
      
        
        

      

      
        -54-

        
          

        

      

      
        
        

      

    

    to
      hold
      confidential the Confidential Information substantially in accordance with
      the
      terms of this Section 6.21; (iii) any other Series 2007-2 Note Owner; (iv)
      any
      Person of the type that would be, to such Person’s knowledge, permitted to
      acquire an interest in the Series 2007-2 Notes in accordance with the
      requirements of the Indenture to which such Person sells or offers to sell
      any
      such Series 2007-2 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 ABRCF); (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 ABRCF); (viii) any other
      Person with the consent of ABRCF; 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 ABRCF
      (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 ABRCF (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 2007-2 Notes has
      occurred and is continuing, to the extent such Person may reasonably determine
      such delivery and disclosure to be necessary or appropriate in the enforcement
      or for the protection of the rights and remedies under the Series 2007-2 Notes,
      the Indenture or any other Related Document; and provided,
      further,
      however,
      that
      delivery to any Series 2007-2 Note Owner of any report or information required
      by the terms of the Indenture to be provided to such Series 2007-2 Note Owner
      shall not be a violation of this Section 6.21. Each Series 2007-2 Note Owner
      agrees, by acceptance of a beneficial interest in a Series 2007-2 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 2007-2 Notes or administering its investment in the Series 2007-2 Notes.
      In the event of any required disclosure of the Confidential Information by
      such
      Series 2007-2 Note Owner, such Series 2007-2 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 2007-2 Note Owner by or
      on
      behalf of ABRCF 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 2007-2 Note Owner prior to the time of
      such
      disclosure; (ii) subsequently becomes publicly known through no act or omission
      by the Trustee, any Series 2007-2 Note Owner or any person acting on behalf
      of
      the Trustee or any Series 2007-2 Note Owner; (iii) otherwise is known or becomes
      known to the Trustee or any Series 2007-2 Note Owner other than (x) through
      disclosure by ABRCF or (y) as a result of the breach of a fiduciary duty to
      ABRCF or a contractual duty to ABRCF; or (iv) is allowed to be treated as
      non-confidential by consent of ABRCF.

     

    
      
        
        

      

      
        -55-

        
          

        

      

      
        
        

      

    

     


    IN
      WITNESS WHEREOF, ABRCF 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.

     

    


     

    
      	 	 	 	
              AVIS
                BUDGET RENTAL CAR FUNDING 

              (AESOP)
                LLC

            	 
	 	 	 	
               

              /s/:
                David Calabria

            	 
	 	 	
              By: 

            	
              Name:
                David Calabria 

              Title:
                Vice President, Assistant Secretary and Assistant
                Treasurer

            	 


    

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     

    
      	 	 	 	
              THE
                BANK OF NEW YORK TRUST

              COMPANY,
                N.A., as Trustee

            	 
	 	 	 	 	 
	 	 	
              By:

            	
              /s/:
                Marian Onischak

            	 
	 	 	 	
              Name:
                Marian Onischak

              Title:
                Vice President

            	 


    

     

    


     

    
      	 	 	 	
              THE
                BANK OF NEW YORK TRUST

              COMPANY,
                N.A., as Series 2007-2 Agent

            	 
	 	 	 	 	 
	 	 	
              By:

            	
              /s/:
                Marian Onischak

            	 
	 	 	 	
              Name:
                Marian Onischak

              Title:
                Vice President

            	 


    

     

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

     

    


    EXHIBIT
      A-1

    to         
      

    Series
      2007-2

    Supplement

    


     

    FORM
      OF RESTRICTED GLOBAL SERIES 2007-2 NOTE

    $___________* 

    REGISTERED        

    No.
      R-_____

     

     

    SEE
      REVERSE FOR CERTAIN CONDITIONS

     

    CUSIP
      (CINS) NO. [__________]

    ISIN
      NUMBER : [__________]

     

    


     

    THIS
      SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURI-TIES ACT OF 1933, AS AMENDED
      (THE “SECURITIES
      ACT”)
      OR ANY
      STATE SECURITIES OR “BLUE SKY” LAWS. THE HOLDER HEREOF, BY PURCHASING THIS
      SERIES 2007-2 NOTE, AGREES FOR THE BENEFIT OF AVIS BUDGET RENTAL CAR FUNDING
      (AESOP) LLC (FORMERLY KNOWN AS CENDANT RENTAL CAR FUNDING (AESOP) LLC) (THE
      “COMPANY”)
      THAT
      THIS SERIES 2007-2 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 REGULA-TION 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 REGIS-TRATION REQUIREMENTS 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.

     

    EXCEPT
      AS
      OTHERWISE PROVIDED IN SECTION
      2.9
      OF THE
      BASE INDENTURE, THIS SERIES 2007-2 NOTE MAY BE TRANS-FERRED, IN WHOLE BUT NOT
      IN
      PART, ONLY TO ANOTHER NOMINEE OF THE CLEARING AGENCY OR TO A SUCCES-SOR CLEARING
      AGENCY OR TO A NOMINEE OF SUCH SUCCESSOR CLEAR-ING AGENCY. UNLESS THIS SERIES
      2007-2 NOTE IS PRESENTED BY AN AUTHO-RIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK 

     

    
      
        

      

    

    * Denominations
      of $100,000 and integral multiples of $1,000.

    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


    Exhibit
      A-1

    Page
      2

     

    CORPO-RA-TION
      (“DTC”),
      TO
      THE COMPANY OR ITS AGENT FOR REGIS-TRATION OF TRANSFER, EXCHANGE OR PAYMENT,
      AND
      ANY SERIES 2007-2 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 SERIES 2007-2 NOTE IS PAYABLE IN INSTALL-MENTS AS SET FORTH
      HEREIN. ACCORD-INGLY, THE OUTSTANDING PRIN-CIPAL AMOUNT OF THIS SERIES 2007-2
      NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE
      HEREOF.

     

     

    AVIS
      BUDGET RENTAL CAR FUNDING (AESOP) LLC

     

    SERIES
      2007-2 FLOATING RATE RENTAL CAR ASSET 

    BACKED
      NOTES

     

    AVIS
      BUDGET RENTAL CAR FUNDING (AESOP) LLC (formerly known as 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 regis-tered
      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 Series 2007-2 Note shall be due
      on
      the Series 2007-2 Final Distribution Date, which is the August 2013 Distribution
      Date. However, principal with respect to the Series 2007-2 Notes may be paid
      earlier or later under certain limited circumstances described in the Indenture.
      The Company will pay interest on this Series 2007-2 Note at the Series 2007-2
      Note Rate. Such interest shall be payable on each Distribution Date until the
      principal of this Series 2007-2 Note is paid or made available for payment.
      Interest on this Series 2007-2 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
      June
      6, 2007. Interest with respect to the Series 2007-2 Notes will be calculated
      in
      the manner provided in the Indenture. Such principal of and interest on this
      Series 2007-2 Note shall be paid in the manner specified on the reverse
      hereof.

     

    The
      principal of and interest on this Series 2007-2 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 Series 2007-2 Note shall be applied first to interest
      due
      and payable on this Series 2007-2 Note as provided above and then to the unpaid
      principal of this Series 2007-2 Note. This Series 2007-2 Note does not represent
      an interest in, or an obligation of Original AESOP, AESOP Leasing, AESOP Leasing
      II, ABCR, BRAC, ARAC or any affili-ate of Original AESOP, AESOP Leasing, AESOP
      Leasing II, ABCR, BRAC or ARAC, other than the Company.

     

    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


    Exhibit
      A-1

    Page
      3

     

    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, 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 Series 2007-2 Note set forth on the
      reverse hereof, which shall have the same effect as though fully set forth
      on
      the face of this Series 2007-2 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 Series 2007-2 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 obli-gations of the Company, Original AESOP, AESOP
      Leasing, AESOP Leasing II, ABCR, 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 Trust Company, N.A., 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 Series 2007-2 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-1

    Page
      4

     

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

     

    Date:_________

     

     

    AVIS
      BUDGET RENTAL CAR FUNDING (AESOP) LLC

     

    By:
      

    

     

    Name: 

    Title: 


     

     

    TRUSTEE’S
      CERTIFICATE OF AUTHENTICATION

     

    This
      is
      one of the Series 2007-2 Notes, a series issued under the within-mentioned
      Indenture.

     

     

    THE
      BANK
      OF NEW YORK TRUST COMPANY, N.A., as Trustee

     

    By 

      

    

    Authorized
      Signatory

     

    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


    Exhibit
      A-1

    Page
      5

     

    [REVERSE
      OF SERIES 2007-2 NOTE]

     

    This
      Series 2007-2 Note is one of a duly authorized issue of Series 2007-2 Notes
      of
      the Company, designated as its Series 2007-2 Floating Rate Rental Car Asset
      Backed Notes (herein called the “Series
      2007-2 Notes”),
      all
      issued under (i) a Second Amended and Restated Base Indenture dated as of June
      3, 2004 (such Base Indenture, as may be further amended, restated, 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, as Issuer, and The Bank of New York Trust Company, N.A.
      (as
      successor in interest to The Bank of New York), as trustee (the “Trustee”,
      which
      term includes any successor Trustee under the Base Indenture), and (ii) a Series
      2007-2 Supplement dated as of June 6, 2007 (such supplement, as may be amended
      or modified, is herein called the “Series
      2007-2 Supplement”)
      among
      the Company, the Trustee and The Bank of New York Trust Company, N.A., as Series
      2007-2 Agent. The Base Inden-ture and the Series 2007-2 Supplement are referred
      to herein as the “Indenture”.
      The
      Series 2007-2 Notes are subject to all terms of the Indenture. All terms used
      in
      this Series 2007-2 Note that are defined in the Indenture shall have the
      meanings assigned to them in or pursuant to the Inden-ture.

     

    The
      Series 2007-2 Notes are and will be equally and ratably secured by the Series
      2007-2 Collateral pledged as security therefor as provided in the
      Indenture.

     

    Principal
      of the Series 2007-2 Notes will be payable on each Distribution Date spe-cified
      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 July 20, 2007.

     

    Commencing
      on the Distribution Date following the second Determination Date during the
      Series 2007-2 Controlled Amortization Period or the first Determination Date
      after the commencement of the Series 2007-2 Rapid Amortization Period, payments
      with respect to prin-ci-pal will be made on the Series 2007-2 Notes. As
      described above, the entire unpaid principal amount of this Series 2007-2 Note
      shall be due and payable on the Series 2007-2 Final Distribu-tion Date.
      Notwithstanding the foregoing, if an Amortization Event, Liquidation Event
      of
      Default, Waiver Event or Series 2007-2 Limited Liquidation Event of Default
      shall have occurred and be contin-uing then, in certain circumstances, principal
      on the Series 2007-2 Notes may be paid earlier, as described in the Indenture.
      All principal payments on the Series 2007-2 Notes shall be made pro rata
      to the
      Noteholders entitled thereto.

     

    Payments
      of interest on this Series 2007-2 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 Series 2007-2 Note, shall be made by wire transfer
      for credit to the account desig-nated by the Holder of record of this Series
      2007-2 Note (or one or more predecessor Series 2007-2 Notes) on the Note
      Register as of the close of business on each Record Date, except that with
      respect to Series 2007-2 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 immedi-ately available funds to the
      account designated by such nominee. Any 

     

    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


    Exhibit
      A-1

    Page
      6

     

    


     

    reduction
      in the principal amount of this Series 2007-2 Note (or any one or more
      predeces-sor Series 2007-2 Notes) effected by any payments made on any
      Distribution Date shall be binding upon all future Holders of this Series 2007-2
      Note and of any Series 2007-2 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 Series
      2007-2 Note Rate to the extent lawful.

     

    As
      provided in the Indenture, the Series 2007-2 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 Series 2007-2 Invested Amount is less than or equal
      to 10% of the Series 2007-2 Initial Invested Amount. The purchase price for
      such
      repurchase of the Series 2007-2 Notes shall equal the aggregate outstanding
      principal balance of such Series 2007-2 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 Series 2007-2 Invested
      Amount.

     

    As
      provided in the Indenture and subject to certain limitations set forth therein,
      the transfer of this Series 2007-2 Note may be registered on the Note Register
      upon surrender of this Series 2007-2 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 Series 2007-2 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 Series 2007-2 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 Series 2007-2 Note or, in the case
      of a Note Owner, a beneficial interest in a Series 2007-2 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, ABCR or the Trustee on the Series 2007-2 Notes or under the
      Indenture or any certif-icate or other writing delivered in connection
      therewith, against (i) the Trustee, Original AESOP, AESOP Leasing, AESOP
      Leasing II, ARAC, BRAC or ABCR, 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 ABCR, in its individual capacity,
      any
      holder of a beneficial interest in the Company, Original AESOP, AESOP Leasing,
      AESOP Leasing II, ARAC, BRAC, ABCR or the Trustee or of any successor or assign
      of Original AESOP, the Trustee, AESOP Leasing, AESOP Leasing II, ARAC, BRAC
      or
      ABCR, 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 

     

    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


    Exhibit
      A-1

    Page
      7

     

    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 Series 2007-2 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 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 relating to the Notes, the
      Indenture or the Related Documents.

     

    Prior
      to
      the due presentment for registration of transfer of this Series 2007-2 Note,
      the
      Company, the Trustee and any agent of the Company or the Trustee may treat
      the
      Person in whose name this Series 2007-2 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 Series 2007-2 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 Series 2007-2 Notes
      will evi-dence indebtedness of the Company secured by the Series 2007-2
      Collateral. Each Noteholder and each Note Owner, by the acceptance of this
      Series 2007-2 Note, agrees to treat this Series 2007-2 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 amend-ment
      thereof and the modi-fication of the rights and obligations of the Company
      and
      the rights of the Holders of the Series 2007-2 Notes under the Indenture at
      any
      time by the Company with the consent of the Holders of Series 2007-2 Notes
      represent-ing more than 50% in principal amount of the aggregate outstanding
      amount of the Series 2007-2 Notes. The Indenture also contains provisions
      permitting the Holders of Series 2007-2 Notes representing specified percentages
      of the aggregate outstanding amount of the Series 2007-2 Notes, on behalf of
      the
      Holders of all the Series 2007-2 Notes, to waive compli-ance 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 Series 2007-2 Note (or any one or more predecessor Series 2007-2 Notes)
      shall be conclusive and binding upon such Holder and upon all future Holders
      of
      this Series 2007-2 Note and of any Series 2007-2 Note issued 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 Series 2007-2 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 2007-2 Notes issued thereunder.

     

    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


    Exhibit
      A-1

    Page
      8

     

    


     

    The
      term
“Company” as used in this Series 2007-2 Note includes any successor to the
      Company under the Indenture.

     

    The
      Series 2007-2 Notes are issuable only in registered form in denominations as
      provided in the Indenture, subject to certain limitations set forth
      therein.

     

    This
      Series 2007-2 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 Series 2007-2 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 Series
      2007-2 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-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 Series 2007-2 Note and all rights thereunder, and hereby irrevocably
      constitutes and appoints _________________________, attorney, to transfer said
      Series 2007-2 Note on the books kept for registration thereof, with full power
      of substitution in the premises.

     

    Dated:
      ____________

     

    By1 

      

    

     

     

    Signature
      Guaranteed:

     

    
      

    

     

    
      
 

     

    


     

    

      
        
          
            

          

        

        1 NOTE:
          The
          signature to this assignment must corre-spond 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

    to    

    Series
      2007-2

    Supplement

     

    FORM
      OF TEMPORARY GLOBAL SERIES 2007-2 NOTE

    $___________* * 

    REGISTERED

     

    No.
      R-

     

     

    SEE
      REVERSE FOR CERTAIN CONDITIONS

     

    CUSIP
      (CINS) NO. [_________]

    ISIN
      NO.
      [_________]

     

    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 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
      SERIES 2007-2 NOTE, AGREES FOR THE BENEFIT OF AVIS BUDGET RENTAL CAR FUNDING
      (AESOP) LLC (FORMERLY KNOWN AS CENDANT RENTAL CAR FUNDING (AESOP) LLC) (THE
      “COM-PANY”)
      THAT
      THIS SERIES 2007-2 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 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 

     

      
        

      

    

    ** Denominations
      of $100,000 and integral multiples of $1,000.

    
 

    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


    Exhibit
      A-2

    Page
      2

     

    


     

    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.

     

    EXCEPT
      AS
      OTHERWISE PROVIDED IN SECTION
      2.9
      OF THE
      BASE INDENTURE, THIS SERIES 2007-2 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 SERIES
      2007-2 NOTE IS PRESENTED BY AN AUTHO-RIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPO-RA-TION (“DTC”),
      TO
      THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
      AND
      ANY SERIES 2007-2 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 SERIES 2007-2 NOTE IS PAYABLE IN INSTALL-MENTS AS SET FORTH
      HEREIN. ACCORD-INGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS SERIES 2007-2
      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.

     

     

    AVIS
      BUDGET RENTAL CAR FUNDING (AESOP) LLC

     

    SERIES
      2007-2 FLOATING RATE RENTAL CAR 

    ASSET
      BACKED NOTES

     

    AVIS
      BUDGET RENTAL CAR FUNDING (AESOP) LLC (formerly known as 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 Series 2007-2 Note shall be due
      on
      the Series 2007-2 Final Distribution Date, which is the August 2013 Distribution
      Date. However, principal with respect to the Series 2007-2 Notes may be paid
      earlier or later under 

     

    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


    Exhibit
      A-2

    Page
      3

     

    


     

    certain
      limited circumstances described in the Indenture. The Company will pay interest
      on this Series 2007-2 Note at the Series 2007-2 Note Rate. Such interest shall
      be payable on each Distribution Date until the principal of this Series 2007-2
      Note is paid or made available for payment. Interest on this Series 2007-2
      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 June 6, 2007. Interest with respect to the
      Series 2007-2 Notes will be calcu-lated in the manner provided in the Indenture.
      Such principal of and interest on this Series 2007-2 Note shall be paid in
      the
      manner specified on the reverse hereof.

     

    The
      principal of and interest on this Series 2007-2 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 Series 2007-2 Note shall be applied first to interest
      due
      and payable on this Series 2007-2 Note as provided above and then to the unpaid
      principal of this Series 2007-2 Note. This Series 2007-2 Note does not represent
      an interest in, or an obligation of Original AESOP, AESOP Leasing, AESOP Leasing
      II, ABCR, BRAC, ARAC or any affili-ate of Original AESOP, AESOP Leasing, AESOP
      Leasing II, ABCR, BRAC or ARAC, 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, 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 Series 2007-2 Note set forth on the
      reverse hereof, which shall have the same effect as though fully set forth
      on
      the face of this Series 2007-2 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 Series 2007-2 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 evi-denced hereby
      and the rights, duties and obligations of the Company, Original AESOP, AESOP
      Leasing, AESOP Leasing II, ABCR, 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 Trust Company, N.A., 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 Series 2007-2 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

    Page
      4

     

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

     

    Date:
      ____________________

     

     

    AVIS
      BUDGET RENTAL CAR FUNDING (AESOP) LLC

     

    By 

      

    

    Name: 

    Title: 

     

     

    TRUSTEE’S
      CERTIFICATE OF AUTHENTICATION

     

    This
      is
      one of the Series 2007-2 Notes, a series issued under the within-mentioned
      Indenture.

     

     

    THE
      BANK
      OF NEW YORK TRUST COMPANY, N.A., as Trustee

     

    By 

      

    

    Authorized
      Signatory

     

    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


    Exhibit
      A-2

    Page
      5

     

    


     

    [REVERSE
      OF SERIES 2007-2 NOTE]

     

    This
      Series 2007-2 Note is one of a duly autho-rized issue of Series 2007-2 Notes
      of
      the Company, desig-nated as its Series 2007-2 Floating Rate Rental Car Asset
      Backed Notes (herein called the “Series
      2007-2 Notes”),
      all
      issued under (i) a Second Amended and Restated Base Indenture dated as of June
      3, 2004 (such Base Indenture, as may be further amended, restated, supplemented
      or modi-fied 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, as Issuer, and The Bank of New York Trust Company, N.A.
      (as
      successor in interest to The Bank of New York), as trustee (the “Trustee”,
      which
      term includes any successor Trustee under the Base Indenture), and (ii) a Series
      2007-2 Supplement dated as of June 6, 2007 (such supplement, as may be amended
      or modified, is herein called the “Series
      2007-2 Supplement”)
      among
      the Company, the Trustee and The Bank of New York Trust Company, N.A., as Series
      2007-2 Agent. The Base Inden-ture and the Series 2007-2 Supplement are referred
      to herein as the “Indenture”.
      The
      Series 2007-2 Notes are subject to all terms of the Indenture. All terms used
      in
      this Series 2007-2 Note that are defined in the Indenture shall have the
      meanings assigned to them in or pursuant to the Inden-ture.

     

    The
      Series 2007-2 Notes are and will be equally and ratably secured by the Series
      2007-2 Collateral pledged as security therefor as provided in the
      Indenture.

     

    Principal
      of the Series 2007-2 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 July 20, 2007.

     

    Commencing
      on the Distribution Date following the second Determination Date during the
      Series 2007-2 Controlled Amortization Period or the first Determination Date
      after the commencement of the Series 2007-2 Rapid Amortization Period, payments
      with respect to prin-ci-pal will be made on the Series 2007-2 Notes. As
      described above, the entire unpaid principal amount of this Series 2007-2 Note
      shall be due and payable on the Series 2007-2 Final Distribution Date.
      Notwithstanding the foregoing, if an Amortization Event, Liquidation Event
      of
      Default, Waiver Event or Series 2007-2 Limited Liquidation Event of Default
      shall have occurred and be continu-ing then, in certain circumstances, principal
      on the Series 2007-2 Notes may be paid earlier, as described in the Indenture.
      All principal payments on the Series 2007-2 Notes shall be made pro rata
      to the
      Noteholders entitled thereto.

     

    Payments
      of interest on this Series 2007-2 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 Series 2007-2 Note, shall be made by wire transfer
      for credit to the account desig-nated by the Holder of record of this Series
      2007-2 Note (or one or more predecessor Series 2007-2 Notes) on the Note
      Register as of the close of business on each Record Date, except that with
      respect to Series 2007-2 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 immedi-ately available funds to the
      account designated by such nominee. Any 

     

    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


    Exhibit
      A-2

    Page
      6

     

    


     

    reduction
      in the principal amount of this Series 2007-2 Note (or any one or more
      predeces-sor Series 2007-2 Notes) effected by any payments made on any
      Distribution Date shall be binding upon all future Holders of this Series 2007-2
      Note and of any Series 2007-2 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 Series
      2007-2 Note Rate to the extent lawful.

     

    As
      provided in the Indenture, the Series 2007-2 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 Series 2007-2 Invested Amount is less than or equal
      to 10% of the Series 2007-2 Initial Invested Amount. The purchase price for
      such
      repurchase of the Series 2007-2 Notes shall equal the aggregate outstanding
      principal balance of such Series 2007-2 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 Series 2007-2 Invested
      Amount.

     

    As
      provided in the Indenture and subject to certain limitations set forth therein,
      the transfer of this Series 2007-2 Note may be registered on the Note Register
      upon surrender of this Series 2007-2 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 Series 2007-2 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 Series 2007-2 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 Series 2007-2 Note or, in the case
      of a Note Owner, a beneficial interest in a Series 2007-2 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, ABCR or the Trustee on the Series 2007-2 Notes or under the
      Indenture or any certif-icate or other writing delivered in connection
      therewith, against (i) the Trustee, Original AESOP, AESOP Leasing, AESOP
      Leasing II, ARAC, BRAC or ABCR, 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 ABCR, in its individual capacity,
      any
      holder of a beneficial interest in the Company, Original AESOP, AESOP Leasing,
      AESOP Leasing II, ARAC, BRAC, ABCR or the Trustee or of any successor or assign
      of Original AESOP, the Trustee, AESOP Leasing, AESOP Leasing II, ARAC, BRAC
      or
      ABCR, 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 

     

    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


    Exhibit
      A-2

    Page
      7

     

    


     

    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 Series 2007-2 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 Series 2007-2 Note,
      the
      Company, the Trustee and any agent of the Company or the Trustee may treat
      the
      Person in whose name this Series 2007-2 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 Series 2007-2 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 Series 2007-2 Notes
      will evi-dence indebtedness of the Company secured by the Series 2007-2
      Collateral. Each Noteholder and each Note Owner, by the acceptance of this
      Series 2007-2 Note, agrees to treat this Series 2007-2 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
      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 2007-2 Notes under the Indenture at
      any
      time by the Company with the consent of the Holders of Series 2007-2 Notes
      represent-ing more than 50% in principal amount of the aggregate outstanding
      amount of the Series 2007-2 Notes. The Inden-ture also contains provisions
      permitting the Holders of Series 2007-2 Notes representing specified percentages
      of the aggregate outstanding amount of the Series 2007-2 Notes, on behalf of
      the
      Holders of all the Series 2007-2 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 Series 2007-2 Note (or any one or more predecessor 

     

    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


    Exhibit
      A-2

    Page
      8

     

    


     

    Series
      2007-2 Notes) shall be conclusive and bind-ing upon such Holder and upon all
      future Holders of this Series 2007-2 Note and of any Series 2007-2 Note issued
      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
      Series 2007-2 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 2007-2 Notes issued thereunder.

     

    The
      term
“Company” as used in this Series 2007-2 Note includes any successor to the
      Company under the Indenture.

     

    The
      Series 2007-2 Notes are issuable only in registered form in denominations as
      provided in the Indenture, subject to certain limitations set forth
      therein.

     

    This
      Series 2007-2 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 Series 2007-2 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 Series
      2007-2 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 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
      to the
      Series 2007-2 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-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 Series 2007-2 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 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
      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 Series 2007-2 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 Series 2007-2 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 evi-dence of the identity of
      the
      holders of Series 2007-2 Notes and of the principal amount of Series 2007-2
      Notes represented by this Temporary Global Note credited to the securities
      accounts of such holders of Series 2007-2 Notes. Any state-ment issued by
      Euroclear or Clearstream to any holder relat-ing to a specified Series 2007-2
      Note or Series 2007-2 Notes credited to the securities account of such holder
      and stating the principal amount of such Series 2007-2 Note or Series 2007-2
      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 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 Series 2007-2 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-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 Series 2007-2
      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-3

    to    

    Series
      2007-2

    Supplement

     

    


     

    FORM
      OF PERMANENT GLOBAL SERIES 2007-2 NOTE

     

    $___________* * * 

     

    REGISTERED

     

    No.
      R-

     

     

    SEE
      REVERSE FOR CERTAIN CONDITIONS

     

    CUSIP
      (CINS) NO. [____________]

    ISIN
      NO.
      [____________]

     

    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
      SERIES 2007-2 NOTE, AGREES FOR THE BENEFIT OF AVIS BUDGET RENTAL CAR FUNDING
      (AESOP) LLC (FORMERLY KNOWN AS CENDANT RENTAL CAR FUNDING (AESOP) LLC) (THE
      “COM-PANY”)
      THAT
      THIS SERIES 2007-2 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 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 REGISTRATION 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 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 $100,000 and integral multiples of $1,000.

     

    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


    Exhibit
      A-3

    Page
      2

     

    


     

    EXCEPT
      AS
      OTHERWISE PROVIDED IN SECTION 2.9 OF THE BASE INDENTURE, THIS SERIES 2007-2
      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 SERIES 2007-2 NOTE IS PRESENTED BY
      AN
      AUTHO-RIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
      CORPORATION (“DTC”),
      TO
      THE COMPANY OR ITS AGENT FOR REGIS-TRATION OF TRANSFER, EXCHANGE OR PAYMENT,
      AND
      ANY SERIES 2007-2 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 SERIES 2007-2 NOTE IS PAYABLE IN INSTALL-MENTS AS SET FORTH
      HEREIN. ACCORD-INGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS SERIES 2007-2
      NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE
      HEREOF.

     

     

    AVIS
      BUDGET RENTAL CAR FUNDING (AESOP) LLC

     

    SERIES
      2007-2 FLOATING RATE RENTAL CAR 

    ASSET
      BACKED NOTES

     

    AVIS
      BUDGET RENTAL CAR FUNDING (AESOP) LLC (formerly known as 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 Series 2007-2 Note shall be due
      on
      the Series 2007-2 Final Distribution Date, which is the August 2013 Distribution
      Date. However, principal with respect to the Series 2007-2 Notes may be paid
      earlier or later under certain limited circumstances described in the Indenture.
      The Company will pay interest on this Series 2007-2 Note at the Series 2007-2
      Note Rate. Such inter-est shall be payable on each Distribution Date until
      the
      principal of this Series 2007-2 Note is paid or made available for payment.
      Interest on this Series 2007-2 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
      June 6, 2007. Interest with respect to the Series 2007-2 Notes will be
      calcu-lated in the manner provided in the Indenture. Such principal of and
      interest on this Series 2007-2 Note shall be paid in the manner specified on
      the
      reverse hereof.

     

    The
      principal of and interest on this Series 2007-2 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 Series 

     

    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


    Exhibit
      A-3

    Page
      3

     

    


     

    2007-2
      Note shall be applied first to interest due and payable on this Series 2007-2
      Note as provided above and then to the unpaid principal of this Series 2007-2
      Note. This Series 2007-2 Note does not represent an interest in, or an
      obligation of Original AESOP, AESOP Leasing, AESOP Leasing II, ARAC, BRAC,
      ABCR
      or any affili-ate of Original AESOP, AESOP Leasing, AESOP Leasing II, ARAC,
      BRAC
      or ABCR, other than the Company.

     

    Reference
      is made to the further provisions of this Series 2007-2 Note set forth on the
      reverse hereof, which shall have the same effect as though fully set forth
      on
      the face of this Series 2007-2 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 Series 2007-2 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 evi-denced hereby
      and the rights, duties and obligations of the Company, Original AESOP, AESOP
      Leasing, AESOP Leasing II, ABCR, 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 Trust Company, N.A., 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 Series 2007-2 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-3

    Page
      4

     

    


     

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

     

    Date:
      ____________________

     

     

    AVIS
      BUDGET RENTAL CAR FUNDING (AESOP) LLC

     

    By 

      

    

    Name: 

    Title: 

     

     

    TRUSTEE’S
      CERTIFICATE OF AUTHENTICATION

     

    This
      is
      one of the Series 2007-2 Notes, a series issued under the within-mentioned
      Indenture.

     

     

    THE
      BANK
      OF NEW YORK TRUST COMPANY, N.A., as Trustee

     

    By 

      

    

    Authorized
      Signatory

     

    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


    Exhibit
      A-3

    Page
      5

     

    


     

    [REVERSE
      OF SERIES 2007-2 NOTE]

     

    This
      Series 2007-2 Note is one of a duly autho-rized issue of Series 2007-2 Notes
      of
      the Company, desig-nated as its Series 2007-2 Floating Rate Rental Car Asset
      Backed Notes, Series 2007-2 (herein called the “Series
      2007-2 Notes”),
      all
      issued under (i) a Second Amended and Restated Base Indenture, dated as of
      June
      3, 2004 (such Base Indenture, as may be further amended, restated, 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, as Issuer, and The Bank of New York Trust Company, N.A.
      (as
      successor in interest to The Bank of New York), as trustee (the “Trustee”,
      which
      term includes any successor Trustee under the Base Indenture), and (ii) a Series
      2007-2 Supplement dated as of June 6, 2007 (such supplement, as may be amended
      or modified, is herein called the “Series
      2007-2 Supplement”)
      among
      the Company, the Trustee and The Bank of New York Trust Company, N.A., as Series
      2007-2 Agent. The Base Indenture and the Series 2007-2 Supplement are referred
      to herein as the “Indenture”.
      The
      Series 2007-2 Notes are subject to all terms of the Indenture. All terms used
      in
      this Series 2007-2 Note that are defined in the Indenture shall have the
      meanings assigned to them in or pursuant to the Indenture.

     

    The
      Series 2007-2 Notes are and will be equally and ratably secured by the Series
      2007-2 Collateral pledged as security therefor as provided in the
      Inden-ture.

     

    Principal
      of the Series 2007-2 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 July 20, 2007.

     

    Commencing
      on the Distribution Date following the second Determination Date during the
      Series 2007-2 Controlled Amortization Period or the first Determination Date
      after the commencement of the Series 2007-2 Rapid Amortization Period, payments
      with respect to princi-pal will be made on the Series 2007-2 Notes. As described
      above, the entire unpaid principal amount of this Series 2007-2 Note shall
      be
      due and payable on the Series 2007-2 Final Distribu-tion Date. Notwithstanding
      the foregoing, if an Amortization Event, Liquidation Event of Default, Waiver
      Event or Series 2007-2 Limited Liquidation Event of Default shall have occurred
      and be continuing then, in certain circumstances, principal on the Series 2007-2
      Notes may be paid earlier, as described in the Indenture. All principal payments
      on the Series 2007-2 Notes shall be made pro rata
      to the
      Noteholders entitled thereto.

     

    Payments
      of interest on this Series 2007-2 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 Series 2007-2 Note, shall be made by wire transfer
      for credit to the account desig-nated by the Holder of record of this Series
      2007-2 Note (or one or more predecessor Series 2007-2 Notes) on the Note
      Register as of the close of business on each Record Date, except that with
      respect to Series 2007-2 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 immedi-ately available funds to the
      account designated by such nominee. Any 

     

    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


    Exhibit
      A-3

    Page
      6

     

    


     

    reduction
      in the principal amount of this Series 2007-2 Note (or any one or more
      predeces-sor Series 2007-2 Notes) effected by any payments made on any
      Distribution Date shall be binding upon all future Holders of this Series 2007-2
      Note and of any Series 2007-2 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 Series
      2007-2 Note Rate to the extent lawful.

     

    As
      provided in the Indenture, the Series 2007-2 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 Series 2007-2 Invested Amount is less than or equal
      to 10% of the Series 2007-2 Initial Invested Amount. The purchase price for
      such
      repurchase of the Series 2007-2 Notes shall equal the aggregate outstanding
      principal balance of such Series 2007-2 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 Series 2007-2 Invested
      Amount.

     

    As
      provided in the Indenture and subject to certain limitations set forth therein,
      the transfer of this Series 2007-2 Note may be registered on the Note Register
      upon surrender of this Series 2007-2 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 Series 2007-2 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 Series 2007-2 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 Series 2007-2 Note or, in the case
      of a Note Owner, a beneficial interest in a Series 2007-2 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, ABCR or the Trustee on the Series 2007-2 Notes or under the
      Indenture or any certif-icate or other writing delivered in connection
      therewith, against (i) the Trustee, Original AESOP, AESOP Leasing, AESOP
      Leasing II, ARAC, BRAC or ABCR, 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 ABCR, in its individual capacity,
      any
      holder of a beneficial interest in the Company, Original AESOP, AESOP Leasing,
      AESOP Leasing II, ARAC, BRAC, ABCR or the Trustee or of any successor or assign
      of the Trustee, Original AESOP, AESOP Leasing, AESOP Leasing II, ARAC, BRAC
      or
      ABCR, 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 

     

    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


    Exhibit
      A-3

    Page
      7

     

    


     

    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 Series 2007-2 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 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 Series 2007-2 Note,
      the
      Company, the Trustee and any agent of the Company or the Trustee may treat
      the
      Person in whose name this Series 2007-2 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 Series 2007-2 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 Series 2007-2 Notes
      will evidence indebtedness of the Company secured by the Series 2007-2
      Collateral. Each Noteholder and each Note Owner, by the acceptance of this
      Series 2007-2 Note, agrees to treat this Series 2007-2 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
      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 2007-2 Notes under the Indenture at
      any
      time by the Company with the con-sent of the Holders of Series 2007-2 Notes
      representing more than 50% in principal amount of the aggregate outstanding
      amount of the Series 2007-2 Notes. The Inden-ture also contains provisions
      permitting the Holders of Series 2007-2 Notes representing specified percentages
      of the aggregate outstanding amount of the Series 2007-2 Notes, on behalf of
      the
      Holders of all the 

     

    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


    Exhibit
      A-3

    Page
      8

     

    


     

    Series
      2007-2 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 Series 2007-2 Note (or any
      one
      or more predecessor Series 2007-2 Notes) shall be conclusive and bind-ing upon
      such Holder and upon all future Holders of this Series 2007-2 Note and of any
      Series 2007-2 Note issued 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 Series 2007-2 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 2007-2 Notes issued
      thereunder.

     

    The
      term
“Company” as used in this Series 2007-2 Note includes any successor to the
      Company under the Indenture.

     

    The
      Series 2007-2 Notes are issuable only in registered form in denominations as
      provided in the Indenture, subject to certain limitations set forth
      therein.

     

    This
      Series 2007-2 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 Series 2007-2 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 Series
      2007-2 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 Series 2007-2 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 Series 2007-2 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 Series 2007-2 Notes and of the prin-cipal amount of Series 2007-2 Notes
      represented by this Permanent Global Note credited to the securities accounts
      of
      such holders of Series 2007-2 Notes. Any state-ment issued by Euroclear or
      Clearstream to any holder relating to a specified Series 2007-2 Note or Series
      2007-2 Notes credited to the securities account of such holder and stating
      the
      principal amount of such Series 2007-2 Note or Series 2007-2 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
      Series 2007-2 Note represented by this Permanent Global Note which is


     

    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


    Exhibit
      A-3

    Page
      9

     

    


     

    credited
      to such holder’s securities ac-count with Euroclear or Clearstream without the
      production of this Permanent Global Note.

     

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

     

     

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    


    EXHIBIT
      B

    to    

    Series
      2007-2

    Supplement

    


     

     

    FORM
      OF CONSENT

     

    


    The
      Bank
      of New York Trust Company, N.A., as Trustee

    c/o
      BNY
      Midwest Trust Company

    2
      North
      LaSalle Street, 10th Floor

    Chicago,
      Illinois 60602

    Attn: Indenture
      Trust Administration

     

    Avis
      Budget 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 2007-2 Supplement, dated as of June 6, 2007 (as amended, modified
      or
      supplemented from time to time, the “Series
      2007-2 Supplement”)
      between Avis Budget Rental Car Funding (AESOP) LLC (formerly known as Cendant
      Rental Car Funding (AESOP) LLC), a Delaware limited liability company
      (“ABRCF”),
      and
      The Bank of New York Trust Company, N.A., as Trustee (in such capacity, the
      “Trustee”)
      and as
      Series 2007-2 Agent, to the Second Amended and Restated Base Indenture, dated
      as
      of June 3, 2004 (as may be further amended, restated, supplemented or modified
      from time to time in accordance with its terms, the “Base
      Indenture”
and,
      as
      supplemented by the Series 2007-2 Supplement, the “Indenture”),
      between ABRCF and the Trustee. Capitalized terms used herein and not otherwise
      defined herein shall have the meanings provided in the Series 2007-2
      Supplement.

     

    Pursuant
      to Article IV of the Series 2007-2 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 2007-2
      Maximum Non-Program Vehicle Amount [and/or] the Series 2007-2 Maximum
      Non-Eligible Manufac-turer Amount is or will be exceeded or (ii) that the
      Lessees, the Borrower and ABRCF have determined to increase [the Series 2007-2
      Maximum Non-Program Vehicle Amount] [the Series 2007-2 Maximum Manufacturer
      Amount] [any Series 2007-2 Maximum Specified States Amount] [the Series 2007-2
      Maximum Non-Eligible Manufacturer Amount]]. The undersigned hereby waives all
      requirements that the [Series 2007-2 Maximum Non-Program Vehicle Amount] [Series
      2007-2 Maximum Manufacturer Amount] [any Series 2007-2 Maximum Specified States
      Amount] [Series 2007-2 Maximum Non-Eligible Manufacturer Amount] not be exceeded
      for all purposes of the Indenture and the Series 2007-2 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 2007-2 Notes on or before ____________,
      20__.

     

    The
      undersigned hereby represents and warrants that it is the beneficial owner
      of
      $___________ in principal amount of the Series 2007-2 Notes.

     

     

    [Name]

     

    By 

      

    

    Name: 

    Title: 

     

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    


    


     

    EXHIBIT
      C

    to    

    Series
      2007-2

    Supplement

     

    


    AVIS
      BUDGET RENTAL CAR FUNDING (AESOP) LLC

    Demand
      Note

     

    FORM
      OF DEMAND NOTE

    (Series
      2007-2)

     

    New
      York,
      New York

     June
      6, 2007

    $[___________________] 

     

    FOR
      VALUE
      RECEIVED, the undersigned, [________________], a [______] (the “Demand
      Note Issuer”),
      promises to pay to the order of AVIS BUDGET RENTAL CAR FUNDING (AESOP) LLC
      (formerly known as Cendant Rental Car Funding (AESOP) LLC), a Delaware limited
      liability company (“ABRCF”),
      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 further amended, restated,
      supplemented or modified from time to time in accordance with its terms,
      exclusive of any Supplements thereto creating a new Series of Notes, the
“Base
      Indenture”),
      between ABRCF, as Issuer, and The Bank of New York Trust Company, N.A. (as
      successor in interest to The Bank of New York), a limited purpose national
      banking association with trust powers, as trustee (in such capacity, the
“Trustee”),
      as
      supplemented by the Series 2007-2 Supplement, dated as of June 6, 2007 (as
      may
      be amended, restated, supplemented or modified from time to time in accordance
      with its terms, the “Series
      2007-2 Supplement”),
      among
      ABRCF, as Issuer, the Trustee and The Bank of New York Trust Company, N.A.,
      as
      Series 2007-2 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
July
      20,
      2007.
      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 2007-2 Interest Period to the outstanding principal
      balance for such Series 2007-2 Interest Period. The outstanding principal
      balance as of 

     

    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


    Exhibit
      C

    Page
      2

     

    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 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 

     

    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


    Exhibit
      C

    Page 
      3

     

    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.

     

    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 2007-2 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 2007-2 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 2007-2 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 2007-2 Supplement.

     

    Acknowledgment.
      ABRCF
      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

    


    


    AVIS
      BUDGET 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

               

            
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


    

    


     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    


    EXHIBIT
      D

    to    

    Series
      2007-2

    Supplement 

     

    


     

    FORM
      OF
      IRREVOCABLE SERIES 2007-2 LETTER OF CREDIT

    No.[
      ]

     

    [______]
      [__], [____]

     

    The
      Bank
      of New York Trust Company, N.A., 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
      2007-2 Letter of Credit Provider”)
      hereby
      establishes, at the request and for the account of Avis Budget Car Rental,
      LLC
      (formerly known as Cendant Car Rental Group, Inc.), a Delaware limited liability
      company (“ABCR”),
      pursuant to, and in accordance with, that certain Credit Agreement, dated as
      of
      April 19, 2006 (as amended, supple-mented, restated or otherwise modified from
      time to time in accordance with the terms thereof, the “Credit
      Agreement”),
      among
      ABCR and the financial institutions party thereto (collectively, the
“Series
      2007-2 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 2007-2 Letter
      of Credit Provider by written notice delivered to you, being the “Series
      2007-2 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 2007-2 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 2007-2
      Letter of Credit Termination Date shall have occurred. You are the trustee
      under
      that certain Second Amended and Restated Base Indenture (as may be amended
      from
      time to time in accordance with its terms, the “Base
      Indenture”),
      dated
      as of June 3, 2004, between you, as Trustee (in such capacity, the “Trustee”)
      and
      Avis Budget Rental Car Funding (AESOP) LLC (formerly known as Cendant Rental
      Car
      Funding (AESOP) LLC) (“ABRCF”),
      as
      the same may be amended, supplemented or otherwise modified from time to time.
      “Series
      2007-2 Supplement”
means
      the Series 2007-2 Supplement to the Base Indenture, dated as of June 6, 2007,
      among ABRCF, as Issuer, the Trustee and The Bank of New York Trust Company,
      N.A., as Series 2007-2 Agent, to the Base Indenture, as the same may be amended,
      supplemented, 

     

    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


    Exhibit
      D

    Page 
      2

    


     

    restated
      or otherwise modified from time to time. Capitalized terms used herein and
      in
      the Annexes hereto and not otherwise defined herein shall have the meaning
      set
      forth in the Series 2007-2 Supplement and the Base Indenture.

     

    Upon
      the
      earliest of (i) the date on which the Series 2007-2 Letter of Credit Provider
      honors a Termination Date Demand (defined
      below)
      presented hereunder, (ii) the date on which the Series 2007-2 Letter of
      Credit Provider receives written notice from you that this Series 2007-2 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
      2007-2 Letter of Credit Provider receives written notice from you substantially
      in the form attached hereto as Annex
      F,
      and
      (iv) the Scheduled Expiration Date, this Series 2007-2 Letter of Credit shall
      automatically terminate and you shall surrender this Series 2007-2 Letter of
      Credit to the undersigned Series 2007-2 Letter of Credit Provider on such
      day.

     

    The
      Series 2007-2 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 2007-2 Letter of Credit Provider at the Series 2007-2
      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 2007-2 Letter of Credit Provider at the Series 2007-2
      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 2007-2 Letter of Credit Provider at the Series 2007-2
      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 2007-2 Letter of Credit Provider at the Series 2007-2
      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 

     

    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


    Exhibit
      D

    Page
      3

    


     

    Series
      2007-2 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
      2007-2 Letter of Credit Provider shall have no obligation to honor any other
      draw request. Any payments made by the Series 2007-2 Letter of Credit Provider
      shall be paid from funds of the Series 2007-2 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
      2007-2 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 2007-2 Letter of Credit Provider’s honoring any Lease Deficit
      Demand, 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 2007-2 Letter of Credit Provider to the Trustee. In addition to the
      fore-going reduction, upon the Series 2007-2 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
      2007-2 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 2007-2 Letter
      of
      Credit Provider is reimbursed by ABRCF, a Lessee or ABCR for any amount drawn
      hereunder as a Lease Deficit Demand or Unpaid Demand Note Demand, (ii) the
      Series 2007-2 Letter of Credit Provider receives written notice from ABCR
      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 ABCR, any Lessee or any Permitted Sublessee has occurred
      and is continuing and (iii) this Series 2007-2 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 2007-2 Letter of Credit Provider at the Series
      2007-2 Letter of Credit Provider’s Office. If the Series 2007-2 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 2007-2 Letter of Credit, not later than 12:00 noon (New York City
      time) on a Business Day, the Series 2007-2 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 2007-2 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 2007-2 Letter of Credit Provider will make the funds available by 4:00
      p.m. (New York City time) on 

     

    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


    Exhibit
      D

    Page
      4

    


     

    the
      next
      succeeding Business Day in accordance with your payment instructions. If you
      so
      request the Series 2007-2 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.

     

    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 2007-2 Letter of Credit Provider as of any date,
      the
      fraction (expressed as a percentage) obtained by dividing (A) such Series 2007-2
      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 2007-2 Letter of Credit Providers under their respective Series 2007-2
      Letters of Credit as of such date; provided,
      that
      only for purposes of calculating the Pro Rata Share with respect to any Series
      2007-2 Letter of Credit Provider as of any date, if such Series 2007-2 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 2007-2
      Letter of Credit) made prior to such date, such Series 2007-2 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 2007-2 Letter
      of
      Credit Provider has paid such amount to the Trustee and been reimbursed by
      ABRCF, a Lessee or ABCR, 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 2007-2 Letter of Credit Provider has succeeded you, as
      Trustee, and may be successively transferred. Transfer of this 2007-2 Letter
      of
      Credit to such transferee shall be effected by the presentation to the Series
      2007-2 Letter of Credit Provider of this Series 2007-2 Letter of Credit
      accompanied by a certificate substantially in the form of Annex
      G
      attached
      hereto. Upon such presentation the Series 2007-2 Letter of Credit Provider
      shall
      forthwith transfer this 2007-2 Letter of Credit to the transferee.

     

    This
      Series 2007-2 Letter of Credit sets forth in full the undertaking of the Series
      2007-2 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 Business Day on which the Series 2007-2
      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 

     

    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


    Exhibit
      D

    Page
      5

    


     

    transmission
      with telephone confirmation of receipt as herein provided) delivered to the
      Series 2007-2 Letter of Credit Provider on or before such Decrease Day
      purportedly signed by the 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 2007-2
      Enhancement Amount over the Series 2007-2 Required Enhancement Amount and
      (2) the excess, if any, of the Series 2007-2 Liquidity Amount over the
      Series 2007-2 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 2007-2 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 2007-2 Letter of Credit.

     

     

    This
      Series 2007-2 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 2007-2 Letter of Credit shall be in writing and
      shall be addressed to the Series 2007-2 Letter of Credit Provider at the Series
      2007-2 Letter of Credit Provider’s Office, specifically referring to the number
      of this Series 2007-2 Letter of Credit.

     

     

    


     

     

    Very
      truly yours,

     

    [____________________],
      as Series 2007-2 Letter        

    of
      Credit
      Provider

     

    
      By 
        
        

      

      Name:

      Title:

    

     

    


    
      
        
          
            


          

           

        

        
           

          
            

          

        

        
           

          
          

        

      

    

    



    ANNEX
      A


     

    CERTIFICATE
      OF LEASE DEFICIT DEMAND

     

     

    [Series
      2007-2 Letter of Credit Provider]

     

     

    [Address]

     

     

    Attention:
      [  ]

     

    Certificate
      of Lease Deficit Demand under the Irrevocable Letter of Credit No.
      [        ] (the “Series
      2007-2 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 2007-2 Letter of Credit Provider, in favor of The Bank of New York
      Trust Company, N.A., as the trustee (in such capacity, the “Trustee”),
      under
      that certain Second Amended and Restated Base Indenture (as may be amended
      from
      time to time in accordance with its terms, the “Base
      Indenture”),
      dated
      as of June 3, 2004, between the Trustee and Avis Budget Rental Car Funding
      (AESOP) LLC (formerly known as Cendant Rental Car Funding (AESOP) LLC)
      (“ABRCF”),
      as
      Issuer, as supplemented by that certain Series 2007-2 Supplement thereto (the
      “Series
      2007-2 Supplement”
and,
      together with the Base Indenture, the “Indenture”),
      dated
      as of June 6, 2007, among ABRCF, as Issuer, the Trustee and The Bank of New
      York
      Trust Company, N.A., as Series 2007-2 Agent.

     

    The
      undersigned, a duly authorized officer of the Trustee, hereby certifies to
      the
      Series 2007-2 Letter of Credit Provider as follows:

     

    1.  []
      is the
      Trustee under the Indenture.

     

    2.  [The
      Trustee is making a drawing under the Series 2007-2 Letter of Credit as required
      by Section
      2.3(c)
      of the
      Series 2007-2 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 2007-2 Letter
      of
      Credit Provider’s Pro Rata Share as of the date hereof and the least of (i) such
      Series 2007-2 Lease Interest Payment Deficit, (ii) the excess, if any, of the
      sum of (A) the sum of (1) the Series 2007-2 Monthly Interest for the Series
      2007-2 Interest Period ending on the day preceding the date hereof, (2) all
      Fixed Rate Payments for the date hereof, (3) any unpaid Series 2007-2 Shortfall
      as of the preceding Distribution Date (together with any accrued interest on
      such Series 2007-2 Shortfall) and (4) the Surety Provider Fee for the Series
      2007-2 Interest Period ending on the date hereof plus any Surety Provider
      Reimbursement Amounts currently due and owing and (B) during the Series 2007-2
      Rapid Amortization Period, the Series 2007-2 Trustee’s Fees for the date hereof
      over the amounts available from the Series 2007-2 Accrued Interest Account
      on
      the date hereof and (iii) the Series 2007-2 Letter of Credit Liquidity Amount
      as
      in effect on the date of this certificate.] [The Trustee is making a drawing
      under the Series 2007-2 Letter of Credit as required by Section
      2.5(b)
      of the
      Series 2007-2 Supplement in an amount equal to $_________ (the “Principal
      Lease Deficit Disbursement”),
      which
      amount is equal to the lesser of (i) the product of (A) the Series 2007-2 Letter
      of Credit Provider’s Pro Rata Share as of the date hereof and (B) the lesser of
      (x) the Series 2007-2 Lease Principal Payment Deficit on the date hereof and
      (y)
      the amount by which the Principal Deficit 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Annex
      A

    Page
      2

    


    Amount
      on
      the date hereof exceeds the amount to be deposited in the Series 2007-2
      Distribution Account in accordance with Section 2.5(b) of the Series 2007-2
      Supplement and (ii) the Series 2007-2 Letter of Credit Liquidity 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.]

     

    3. Concurrently
      with the draw being demanded hereby, the undersigned is making a draw under
      each
      of the other Series 2007-2 Letters of Credit in an amount equal to the related
      other Series 2007-2 Letter of Credit Providers’ Pro Rata Share of the amount to
      be drawn on the Series 2007-2 Letters of Credit pursuant to Section
      2.3(c)
      and/or
Section
      2.5(b)
      of the
      Series 2007-2 Supplement on the date hereof.

     

    4.  The
      Series 2007-2 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 2007-2 Letter
      of
      Credit, upon the Series 2007-2 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 2007-2
      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
      2007-2 Letter of Credit Provider]

     

     

    [Address]

     

     

    Attention:
      [  ]

     

    Certificate
      of Unpaid Demand Note Demand under the Irrevocable Letter of Credit No.
      [      ] (the “Series
      2007-2 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 2007-2 Letter of Credit Provider, in favor of The Bank of New York
      Trust Company, N.A., as the trustee (in such capacity, the “Trustee”),
      under
      that certain Second Amended and Restated Base Indenture (as may be amended
      from
      time to time in accordance with its terms, the “Base
      Indenture”),
      dated
      as of June 3, 2004, between the Trustee and Avis Budget Rental Car Funding
      (AESOP) LLC (formerly known as Cendant Rental Car Funding (AESOP) LLC)
      (“ABRCF”),
      as
      Issuer, as supplemented by that certain Series 2007-2 Supplement thereto (the
      “Series
      2007-2 Supplement”
and,
      together with the Base Indenture, the “Indenture”),
      dated
      as of June 6, 2007, among ABRCF, as Issuer, the Trustee and The Bank of New
      York
      Trust Company, N.A., as Series 2007-2 Agent.

     

    The
      undersigned, a duly authorized officer of the Trustee, hereby certifies to
      the
      Series 2007-2 Letter of Credit Provider as follows:

     

    1.  []
      is the
      Trustee under the Indenture.

     

    2.  The
      Trustee is making a drawing under the Series 2007-2 Letter of Credit as required
      by Section
      [2.5(c)(ii)] [2.5(d)(ii)]
      of the
      Series 2007-2 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 2007-2 Letter
      of
      Credit Provider’s Pro Rata Share as of the date hereof and the Series 2007-2
      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 2007-2 Letters of Credit in an amount equal to the related
      other Series 2007-2 Letter of Credit Providers’ Pro
      Rata
      Share of the Series 2007-2 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]

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Annex
      B

    Page
      2

    


    5.  The
      Trustee acknowledges that, pursuant to the terms of the Series 2007-2 Letter
      of
      Credit, upon the Series 2007-2 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 2007-2
      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
      2007-2 Letter of Credit Provider]

     

     

    [Address]

     

     

    Attention:
      [  ]

     

    Certificate
      of Termination Demand under the Irrevocable Letter of Credit No.
      [   ] (the “Series
      2007-2 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 2007-2 Letter of Credit Provider, in favor of The Bank of New York Trust
      Company, N.A., as the trustee (in such capacity, the “Trustee”),
      under
      that certain Second Amended and Restated Base Indenture (as may be amended
      from
      time to time in accordance with its terms, the “Base
      Indenture”),
      dated
      as of June 3, 2004, between the Trustee and Avis Budget Rental Car Funding
      (AESOP) LLC (formerly known as Cendant Rental Car Funding (AESOP) LLC)
      (“ABRCF”),
      as
      Issuer, as supplemented by that certain Series 2007-2 Supplement thereto (the
      “Series
      2007-2 Supplement”
and,
      together with the Base Indenture, the “Indenture”),
      dated
      as of June 6, 2007, among ABRCF, as Issuer, the Trustee and The Bank of New
      York
      Trust Company, N.A., as Series 2007-2 Agent.

     

    The
      undersigned, a duly authorized officer of the Trustee, hereby certifies to
      the
      Series 2007-2 Letter of Credit Provider as follows:

     

    1.  [    ]
      is the
      Trustee under the Indenture.

     

    2.  The
      Trustee is making a drawing under the Series 2007-2 Letter of Credit as required
      by Section
      2.8[(b)] [(c)]
      of
      the
      Series 2007-2 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 2007-2 Required Enhancement Amount over the Series 2007-2 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 2007-2 Required Liquidity
      Amount over the Series 2007-2 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 2007-2 Letter
      of
      Credit, upon the Series 2007-2 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 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Annex
      C

    Page 
      2

    


    an
      amount
      equal to the amount paid by the Series 2007-2 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
      D

     

    


     

    CERTIFICATE
      OF TERMINATION DATE DEMAND

     

     

    [Series
      2007-2 Letter of Credit Provider]

     

     

    [Address]

     

     

    Attention:
      [  ]

     

    Certificate
      of Termination Date Demand under the Irrevocable Letter of Credit No.
      [  ]
      (the
“Series
      2007-2 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 2007-2 Letter of Credit Provider, in favor of The Bank of New York
      Trust Company, N.A., as the trustee (in such capacity, the “Trustee”),
      under
      that certain Second Amended and Restated Base Indenture (as may be amended
      from
      time to time in accordance with its terms, the “Base
      Indenture”),
      dated
      as of June 3, 2004, between the Trustee and Avis Budget Rental Car Funding
      (AESOP) LLC (formerly known as Cendant Rental Car Funding (AESOP) LLC)
      (“ABRCF”),
      as
      Issuer, as supplemented by that certain Series 2007-2 Supplement thereto (the
      “Series
      2007-2 Supplement”
and,
      together with the Base Indenture, the “Indenture”),
      dated
      as of June 6, 2007, among ABRCF, as Issuer, the Trustee and The Bank of New
      York
      Trust Company, N.A., as Series 2007-2 Agent.

     

    The
      undersigned, a duly authorized officer of the Trustee, hereby certifies to
      the
      Series 2007-2 Letter of Credit Provider as follows:

     

    1.  []
      is the
      Trustee under the Indenture.

     

    2.  The
      Trustee is making a drawing under the Series 2007-2 Letter of Credit as required
      by Section
      2.8(d)
      of the
      Series 2007-2 Supplement in an amount equal to $_________ (the “Termination
      Date Disbursement”),
      which
      amount is equal to the lesser of (i) the product of the Series 2007-2 Letter
      of
      Credit Provider’s Pro Rata Share as of the date hereof and the Series 2007-2
      Demand Note Payment Amount and (ii) the Series 2007-2 Letter of Credit Liquidity
      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 2007-2 Letters of Credit in an
      amount
      equal to the related other Series 2007-2 Letter of Credit Providers’ Pro Rata
      Share of the Series 2007-2 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]

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


     

    Annex
      D

    Page 
      2

    


    5.  The
      Trustee acknowledges that, pursuant to the terms of the Series 2007-2 Letter
      of
      Credit, upon the Series 2007-2 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 2007-2 Letter of Credit shall
      terminate and be immediately returned to the Series 2007-2 Letter of Credit
      Provider.

     

    


     

    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
      2007-2 Letter of Credit Provider]

     

     

    [Address]

     

    Attention:
      [  ]

     

    Certificate
      of Reinstatement of Letter of Credit Amount under the Irrevocable Letter of
      Credit No. [  ]
      (the
“Series
      2007-2 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 2007-2 Letter of Credit Provider, in favor of The Bank of New York
      Trust Company, N.A., as the trustee (in such capacity, the “Trustee”),
      under
      that certain Second Amended and Restated Base Indenture, dated as of June 3,
      2004, and as may be amended from time to time, between the Trustee and Avis
      Budget Rental Car Funding (AESOP) LLC (formerly known as Cendant Rental Car
      Funding (AESOP) LLC) (“ABRCF”),
      as
      Issuer, as supplemented by that certain Series 2007-2 Supplement thereto, dated
      as of June 6, 2007, among ABRCF, as Issuer, the Trustee and The Bank of New
      York
      Trust Company, N.A., as Series 2007-2 Agent.

     

    The
      undersigned, a duly authorized officer of Avis Budget Car Rental, LLC
      (“ABCR”),
      hereby certifies to the Series 2007-2 Letter of Credit Provider as
      follows:

     

    1.  As
      of the
      date of this certificate, the Series 2007-2 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.  ABCR
      hereby notifies you that, pursuant to the terms and conditions of the Series
      2007-2 Letter of Credit, the Letter of Credit Amount of the Series 2007-2 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 2007-2 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 ABCR, any
      Lessee or any Permitted Sublessee has occurred and is continuing. “Event
      of Bankruptcy”,
      with
      respect to ABCR, any Lessee or any Permitted Sublessee, means (a) a case or
      other proceeding shall be commenced, without the appli-cation 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, insolv-ency, reorganization, winding up or composition or


     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Annex
      E

    Page 
      2

    


     

    adjustment
      of debts, and such case or proceeding shall continue undismissed, or unstayed
      and in effect, for a period of 60 consecu-tive 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 arrange-ment, 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.

     

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

     

     

    


     

     

    AVIS
      BUDGET CAR RENTAL, LLC 

     

    
      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
      2007-2 Letter of Credit Provider]

    By 


    
      

    

    Name:

    Title:

     

    


    
      
        
          
            


          

           

        

        
           

          
            

          

        

        
           

          
          

        

      

    

    



    ANNEX
      F

     

    CERTIFICATE
      OF TERMINATION

     

     

    [Series
      2007-2 Letter of Credit Provider]

     

     

    [Address]

     

    Attention:
      [  ]

     

    Certificate
      of Termination of Letter of Credit Amount under the Irrevocable Letter of Credit
      No. [  ]
      (the
“Series
      2007-2 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 2007-2 Letter of Credit Provider, in favor of The Bank of New York
      Trust Company, N.A., as the trustee (the “Trustee”),
      under
      that certain Second Amended and Restated Base Indenture (as may be amended
      from
      time to time in accordance with its terms, the “Base
      Indenture”),
      dated
      as of June 3, 2004, between the Trustee and Avis Budget Rental Car Funding
      (AESOP) LLC (formerly known as Cendant Rental Car Funding (AESOP) LLC)
      (“ABRCF”),
      as
      Issuer, as supplemented by that certain Series 2007-2 Supplement thereto (the
      “Series
      2007-2 Supplement”
and,
      together with the Base Indenture, the “Indenture”),
      dated
      as of June 6, 2007, among ABRCF, as Issuer, the Trustee and The Bank of New
      York
      Trust Company, N.A., as Series 2007-2 Agent.

     

    The
      undersigned, duly authorized officers of the Trustee, hereby certify to the
      Series 2007-2 Letter of Credit Provider as follows:

     

    1.  [    ]
      is the
      Trustee under the Indenture.

     

    2.  As
      of the
      date of this certificate, the Series 2007-2 Letter of Credit Termination Date
      has occurred under the Series 2007-2 Supplement.

     

    3.  The
      Trustee hereby notifies the Series 2007-2 Letter of Credit Provider that as
      a
      result of the occurrence of the Series 2007-2 Letter of Credit Termination
      Date,
      the undersigned is returning the Series 2007-2 Letter of Credit Provider’s
      Series 2007-2 Letter of Credit to the Series 2007-2 Letter of Credit
      Provider.

     

    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


    Annex
      F

    Page 
      2

    


     

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

     

     

    [    ]

    ,
      as the
      Trustee

     

    
      By 
        
        

      

      Name:

      Title:

       

       

      
        By 
          
          

        

        Name:

        Title:

      

    

     

     

    


    


    
      
        
          
            


          

           

        

        
           

          
            

          

        

        
           

          
          

        

      

    

    



    ANNEX
      G

     

    INSTRUCTION
      TO TRANSFER

     

    ______________
      __, ____

     

     

    [Series
      2007-2 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
      2007-2 Letter of Credit (the “Series
      2007-2 Letter of Credit”)
      issued
      by the Series 2007-2 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
      and
      as may be amended from time to time, between the Trustee and Avis Budget Rental
      Car Funding (AESOP) LLC (formerly known as Cendant Rental Car Funding (AESOP)
      LLC) (“ABRCF”),
      as
      supplemented by that certain Series 2007-2 Supplement thereto, dated as of
      June
      6, 2007, among ABRCF, as Issuer, the Trustee and The Bank of New York Trust
      Company, N.A., as Series 2007-2 Agent.

     

    By
      this
      transfer, all rights of the undersigned beneficiary in the Series 2007-2 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 2007-2 Letter of Credit
      pertaining to transfers.

     

    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


    Annex
      G

    Page
      

    


     

    The
      Series 2007-2 Letter of Credit is returned herewith and in accordance therewith
      we ask that this transfer be effective and that the Series 2007-2 Letter of
      Credit Provider transfer the Series 2007-2 Letter of Credit to our transferee
      or
      that, if so requested by the transferee, the Series 2007-2 Letter of Credit
      Provider issue a new irrevocable letter of credit in favor of the transferee
      with provisions consistent with the Series 2007-2 Letter of Credit.

     

     

    [    ],
      

    as
      the
      Trustee

     

     

    
      By 
        
        

      

      Name:

      Title:

    

     

    
      By 
        
        

      

      Name:

      Title:

    

    


    


    
      
        
          
            


          

           

        

        
           

          
            

          

        

        
           

          
          

        

      

    

    



    EXHIBIT
      E

    to    

    Series
      2007-2

    Supplement

     

    


    FORM
      OF
      LEASE PAYMENT DEFICIT NOTICE

     

    [DATE]

    


    


    The
      Bank
      of New York Trust Company, N.A., 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 and as may be further amended from time to time, between The Bank
      of New York Trust Company, N.A. (as successor in interest to The Bank of New
      York), as Trustee (in such capacity, the “Trustee”)
      and
      Avis Budget Rental Car Funding (AESOP) LLC (formerly known as Cendant Rental
      Car
      Funding (AESOP) LLC) (“ABRCF”),
      as
      Issuer, as supplemented by that certain Series 2007-2 Supplement thereto (the
      “Series
      2007-2 Supplement”),
      dated
      as of June 6, 2007, among ABRCF, as Issuer, the Trustee and The Bank of New
      York
      Trust Company, N.A., as Series 2007-2 Agent. Capitalized terms used herein
      and
      not defined herein have the meaning set forth in the Series 2007-2
      Supplement.

    


    Pursuant
      to Section 2.3(b) of the Series 2007-2 Supplement, Avis Budget Car Rental,
      LLC
      (formerly known as Cendant Car Rental Group, Inc.), in its capacity as
      Administrator under the Series 2007-2 Supplement and the Related Documents,
      hereby provides notice of a Series 2007-2 Lease Payment Deficit in the amount
      of
      $[   ].

    


    


    


    


    


    


    AVIS
      BUDGET CAR RENTAL, LLC

    


    


    By_____________________________

    Name:

    Title:

     

    


    


    
      
        
          
            


          

           

        

        
           

          
            

          

        

        
           

          
          

        

      

    

    



    EXHIBIT
      F

    to    

    Series
      2007-2

    Supplement

     

    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 and as may be further amended from time to time, between Avis
      Budget Rental Car Funding (AESOP) LLC (formerly known as Cendant Rental Car
      Funding (AESOP) LLC) (“ABRCF”),
      as
      Issuer, and The Bank of New York Trust Company, N.A. (as successor in interest
      to The Bank of New York), as Trustee (in such capacity, the “Trustee”), as
      supplemented by that certain Series 2007-2 Supplement thereto (the “Series
      2007-2 Supplement”),
      dated
      as of June 6, 2007, among ABRCF, as Issuer, the Trustee and The Bank of New
      York
      Trust Company, N.A., as Series 2007-2 Agent. Capitalized terms used herein
      and
      not defined herein have the meaning set forth in the Series 2007-2
      Supplement.

    


    Pursuant
      to Section
      2.5[(c)(i)][(d)(i)]
      of the
      Series 2007-2 Supplement, the Trustee under the Series 2007-2 Supplement hereby
      makes a demand for payment on the Series 2007-2 Demand Notes in the amount
      of
      $[   ].

    


    


    


    


    


    


    THE
      BANK
      OF NEW YORK TRUST     

    COMPANY,
      N.A., as Trustee

    


    


    By_____________________________

    Name:

    Title: