Avis 2006 Annual Report Download - page 128

SERIES 2005-2 SUPPLEMENT, dated as of March 22, 2005 (this “ Supplement ”),
among CENDANT RENTAL CAR FUNDING
(AESOP) LLC, a special purpose limited liability company established under the laws of Delaware (“ CRCF ”),
THE BANK OF NEW YORK,
a New York banking corporation, as trustee (in such capacity, and together with its successors in trust thereunder as provided in the Base
Indenture referred to below, the “ Trustee ”), and THE BANK OF NEW YORK, as agent (in such capacity, the “ Series 2005-2 Agent ”) for
the benefit of the Series 2005-2 Noteholders, each Series 2005-2 Interest Rate Swap Counterparty and the Surety Provider, to the Second
Amended and Restated Base Indenture, dated as of June 3, 2004, between CRCF and the Trustee (as amended, modified or supplemented from
time to time, exclusive of Supplements creating a new Series of Notes, the “ Base Indenture ”).
PRELIMINARY STATEMENT
WHEREAS, Sections 2.2 and 12.1 of the Base Indenture provide, among other things, that CRCF and the Trustee may at any time
and from time to time enter into a supplement to the Base Indenture for the purpose of authorizing the issuance of one or more Series of Notes;
NOW, THEREFORE, the parties hereto agree as follows:
DESIGNATION
There is hereby created a Series of Notes to be issued pursuant to the Base Indenture and this Supplement, and such Series of Notes
shall be designated as Series 2005-2 Floating Rate Rental Car Asset Backed Notes (the “ Series 2005-2 Notes ”).
The proceeds from the sale of the Series 2005-2 Notes shall be deposited in the Collection Account and shall be paid to CRCF and
used to make Loans under the Loan Agreements to the extent that the Borrowers have requested Loans thereunder and Eligible Vehicles are
available for acquisition or refinancing thereunder on the date hereof. Any such portion of proceeds not so used to make Loans shall be deemed
to be Principal Collections.
The Series 2005-2 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 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 2005-2 Notes and not to any other
Series of Notes issued by CRCF.