UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
_________________
FORM
8-K
_________________
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date
of
Report (Date of Earliest Event Reported): June 8, 2007 (June 6,
2007)
_________________
Avis
Budget Group, Inc.
(Exact
Name of Registrant as Specified in its Charter)
_________________
|
Delaware
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1-10308
|
06-0918165
|
|
(State
or Other Jurisdiction of Incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
|
6
Sylvan Way
Parsippany,
NJ
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07054
|
|
(Address
of Principal Executive Offices)
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(Zip
Code)
|
(973)
496-4700
(Registrant's
telephone number, including area code)
N/A
(Former
name or former address if changed since last report)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
[
]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[
]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[
]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17 CFR 240.14d-2(b))
[
]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act
(17 CFR 240.13e-4(c))
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Item
1.01
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Entry
into a Material Definitive Agreement
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On
June
6, 2007, our Avis Budget Rental Car Funding (AESOP) LLC (formerly known as
Cendant Rental Car Funding (AESOP) LLC) subsidiary (the “Issuer”) issued
$650,000,000 aggregate principal amount of Series 2007-2 Floating Rate Rental
Car Asset Backed Notes due 2012 bearing interest at LIBOR plus 0.14% per annum
(the “Series 2007-2 Notes”). The Issuer issued the Series 2007-2 Notes under the
Series 2007-2 Supplement (the “Indenture Supplement”), dated June 6, 2007,
between the Issuer and The Bank of New York Trust Company, N.A., as trustee
and
as Series 2007-2 Agent, to the Second Amended and Restated Base Indenture (the
“Base Indenture”), dated as of June 3, 2004, as amended, between the Issuer and
The Bank of New York Trust Company, N.A. (as successor in interest to The Bank
of New York), as trustee.
The
Series 2007-2 Notes are secured under the Base Indenture primarily by vehicles,
the majority of which are subject to manufacturer repurchase obligations, and
other related assets. In addition, the payment of interest on, and principal
of,
the Series 2007-2 Notes are insured by a note guaranty insurance policy issued
by Ambac Assurance Corporation. A copy of the Indenture Supplement is attached
hereto as Exhibit
10.1
and is
incorporated by reference herein.
Certain
of the initial purchasers of the Series 2007-2 Notes and the trustee, and their
respective affiliates, have performed and may in the future perform, various
commercial banking, investment banking and other financial advisory services
for
us and our subsidiaries for which they have received, and will receive,
customary fees and expenses.
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Item
2.03
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Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a
Registrant.
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The
information described above under “Item 1.01. Entry into a Material Definitive
Agreement” is hereby incorporated herein by reference.
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Item
9.01
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Financial
Statements and Exhibits
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(d)
Exhibits
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Exhibit
No.
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Description
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||
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10.1
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Series
2007-2 Supplement, dated as of June 6, 2007, among 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, to the Second Amended
and
Restated Base Indenture, dated as of June 3, 2004 between Cendant
Rental
Car Funding (AESOP) LLC, as issuer and The Bank of New York Trust
Company,
N.A., as trustee, as amended.
|
AVIS
BUDGET GROUP, INC.
CURRENT
REPORT ON FORM 8-K
Report
Dated June 8, 2007 (June 6, 2007)
EXHIBIT
INDEX
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Exhibit
No.
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Description
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|
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10.1
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Series
2007-2 Supplement, dated as of June 6, 2007, among 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, to the Second Amended and
Restated Base Indenture, dated as of June 3, 2004 between Cendant
Rental
Car Funding (AESOP) LLC, as issuer and The Bank of New York Trust
Company,
N.A., as trustee, as amended.
|
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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AVIS
BUDGET GROUP, INC.
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|||
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By:
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/s/
Jean M. Sera
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||
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Jean
M. Sera
Senior
Vice President and Secretary
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Date:
June 8, 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
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Page
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|||
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ARTICLE
I
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DEFINITIONS
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1
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ARTICLE
II
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SERIES
2007-2 ALLOCATIONS
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24
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Section
2.1
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Establishment
of Series 2007-2 Collection Account, Series 2007-2 Excess Collection
Account and Series 2007-2 Accrued Interest Account
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24
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Section
2.2
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Allocations
with Respect to the Series 2007-2 Notes
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24
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Section
2.3
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Payments
to Noteholders and Each Series 2007-2 Interest Rate Swap
Counterparty
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28
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Section
2.4
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Payment
of Note Interest
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32
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Section
2.5
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Payment
of Note Principal
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32
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Section
2.6
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Administrator’s
Failure to Instruct the Trustee to Make a Deposit or
Payment
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36
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Section
2.7
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Series-2007-2
Reserve Account
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36
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Section
2.8
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Series
2007-2 Letters of Credit and Series 2007-2 Cash Collateral
Account
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38
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Section
2.9
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Series
2007-2 Distribution Account
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43
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Section
2.10
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Series
2007-2 Interest Rate Swaps
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45
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Section
2.11
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Series
2007-2 Accounts Permitted Investments
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46
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Section
2.12
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Series
2007-2 Demand Notes Constitute Additional Collateral for Series
2007-2
Notes
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46
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ARTICLE
III
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AMORTIZATION
EVENTS
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47
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ARTICLE
IV
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RIGHT
TO WAIVE PURCHASE RESTRICTIONS
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48
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ARTICLE
V
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FORM
OF SERIES 2007-2 NOTES
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50
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Section
5.1
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Restricted
Global Series 2007-2 Notes
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50
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Section
5.2
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Temporary
Global Series 2007-2 Notes; Permanent Global Series 2007-2
Notes
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50
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ARTICLE
VI
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GENERAL
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50
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Section
6.1
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Optional
Repurchase
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50
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Section
6.2
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Information
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51
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Section
6.3
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Exhibits
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51
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Section
6.4
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Ratification
of Base Indenture
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51
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Section
6.5
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Counterparts
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51
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Section
6.6
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Governing
Law
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51
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Section
6.7
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Amendments
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51
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Section
6.8
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Discharge
of Indenture
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52
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Section
6.9
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Notice
to Surety Provider, Rating Agencies and each Series 2007-2 Interest
Rate
Swap Counterparty
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52
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Section
6.10
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Certain
Rights of Surety Provider
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52
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Section
6.11
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Surety
Provider Deemed Noteholder and Secured Party
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52
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Section
6.12
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Capitalization
of ABRCF
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53
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(i)
Table
of Contents
(continued)
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Page
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Section
6.13
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[RESERVED]
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53
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Section
6.14
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Third
Party Beneficiary
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53
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Section
6.15
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Prior
Notice by Trustee to Surety Provider
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53
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Section
6.16
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Effect
of Payments by the Surety Provider
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53
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Section
6.17
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Series
2007-2 Demand Notes
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53
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Section
6.18
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Subrogation
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54
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Section
6.19
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Termination
of Supplement
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54
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Section
6.20
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Condition
to Termination of ABRCF’s Obligations
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54
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Section
6.21
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Confidential
Information.
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54
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(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.
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“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
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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%.
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“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
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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.
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“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.
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“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
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(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
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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.
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“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:
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(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
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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
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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.
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(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.
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(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
-32-
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
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“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
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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
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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
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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
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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.
-51-
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: