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