CENDANT RENTAL CAR FUNDING (AESOP) LLC, as Issuer AVIS BUDGET CAR RENTAL, LLC, as Administrator BARCLAYS BANK PLC, as Administrative Agent, Funding Agent and APA Bank STRATFORD RECEIVABLES COMPANY, LLC, as a CP Conduit Purchaser and THE BANK OF NEW...

Exhibit 10.1

CENDANT RENTAL CAR FUNDING (AESOP) LLC,

as Issuer

AVIS BUDGET CAR RENTAL, LLC,

as Administrator

BARCLAYS BANK PLC,

as Administrative Agent, Funding Agent and APA Bank

STRATFORD RECEIVABLES COMPANY, LLC,

as a CP Conduit Purchaser

and

THE BANK OF NEW YORK,

as Trustee and Series 2006-2 Agent

_____________________

SERIES 2006-2 SUPPLEMENT

dated as of June 2, 2006

SECOND AMENDED AND RESTATED BASE INDENTURE

dated as of June 3, 2004

_____________________

TABLE OF CONTENTS

Page

ARTICLE I			DEFINITIONS	2
ARTICLE II			PURCHASE AND SALE OF SERIES 2006-2 NOTES; INCREASES AND DECREASES OF SERIES 2006-2 INVESTED AMOUNT	34
	Section 2.1.	Purchases of the Series 2006-2 Notes		34
	Section 2.2.	Delivery		35
	Section 2.3.	Procedure for Initial Issuance and for Increasing the Series 2006-2 Invested Amount		35
	Section 2.4.	Sales of Series 2006-2 Notes		37
	Section 2.5.	Procedure for Decreasing the Series 2006-2 Invested Amount; Optional Termination		37
	Section 2.6.	Increases and Reductions of the Commitment Amounts; Extensions		39
	Section 2.7.	Interest; Fees		41
	Section 2.8.	Indemnification by CRCF		42
	Section 2.9.	Funding Agents		42
ARTICLE III			SERIES 2006-2 ALLOCATIONS	43
	Section 3.1.	Establishment of Series 2006-2 Collection Account, Series 2006-2 Excess Collection Account and Series 2006-2 Accrued Interest Account		43
	Section 3.2.	Allocations with Respect to the Series 2006-2 Notes		43
	Section 3.3.	Payments to Noteholders, the Surety Provider and Each Series 2006-2 Interest Rate Swap Counterparty		48
	Section 3.4.	Payment of Note Interest, Liquidity Fees and Series 2006-2 Basis Fees		53
	Section 3.5.	Payment of Note Principal		54
	Section 3.6.	Administrator’s Failure to Instruct the Trustee to Make a Deposit or Payment		60
	Section 3.7.	Series 2006-2 Reserve Account		60
	Section 3.8.	Series 2006-2 Letters of Credit and Series 2006-2 Cash Collateral Account		62
	Section 3.9.	Series 2006-2 Distribution Account		67
	Section 3.10.	Series 2006-2 Demand Notes Constitute Additional Collateral for Series 2006-2 Notes		69
	Section 3.11.	Series 2006-2 Interest Rate Xxxxxx		69
	Section 3.12.	Payments to Funding Agents or Purchaser Groups		70
	Section 3.13.	Series 2006-2 Accounts Permitted Investments		71

(i)

TABLE OF CONTENTS

(continued)

Page

ARTICLE IV			AMORTIZATION EVENTS	71
ARTICLE V			RIGHT TO WAIVE PURCHASE RESTRICTIONS	74
ARTICLE VI			CONDITIONS PRECEDENT	76
ARTICLE VII			CHANGE IN CIRCUMSTANCES	79
	Section 7.1.	Increased Costs		79
	Section 7.2.	Taxes		79
	Section 7.3.	Break Funding Payments		80
	Section 7.4.	Alternate Rate of Interest		82
	Section 7.5.	Mitigation Obligations		83
ARTICLE VIII			REPRESENTATIONS AND WARRANTIES, COVENANTS	84
	Section 8.1.	Representations and Warranties of CRCF and the Administrator		84
	Section 8.2.	Covenants of CRCF and the Administrator		84
ARTICLE IX			THE ADMINISTRATIVE AGENT	85
	Section 9.1.	Appointment		86
	Section 9.2.	Delegation of Duties		86
	Section 9.3.	Exculpatory Provisions		86
	Section 9.4.	Reliance by Administrative Agent		86
	Section 9.5.	Notice of Administrator Default or Amortization Event or Potential Amortization Event; Additional Notice Requirements and Information		87
	Section 9.6.	Non-Reliance on the Administrative Agent and Other Purchaser Groups		88
	Section 9.7.	Indemnification		89
	Section 9.8.	The Administrative Agent in Its Individual Capacity		89
	Section 9.9.	Resignation of Administrative Agent; Successor Administrative Agent		89
ARTICLE X			THE FUNDING AGENTS	90
	Section 10.1.	Appointment		90
	Section 10.2.	Delegation of Duties		90
	Section 10.3.	Exculpatory Provisions		90
	Section 10.4.	Reliance by Each Funding Agent		91
	Section 10.5.	Notice of Administrator Default or Amortization Event or Potential Amortization Event		91
	Section 10.6.	Non-Reliance on Each Funding Agent and Other Purchaser Groups		91
	Section 10.7.	Indemnification		92
	Section 10.8.	Notice of Maturing Commercial Paper		92

(ii)

TABLE OF CONTENTS

(continued)

Page

ARTICLE XI			GENERAL	93
	Section 11.1.	Successors and Assigns		93
	Section 11.2.	Securities Law		95
	Section 11.3.	Adjustments; Set-off		96
	Section 11.4.	No Bankruptcy Petition		96
	Section 11.5.	Limited Recourse		97
	Section 11.6.	Costs and Expenses		97
	Section 11.7.	Exhibits		98
	Section 11.8.	Ratification of Base Indenture		98
	Section 11.9.	Counterparts		98
	Section 11.10.	Governing Law		98
	Section 11.11.	Amendments		98
	Section 11.12.	Discharge of Indenture		99
	Section 11.13.	Notice to Administrative Agent, Surety Provider, Rating Agencies and each Series 2006-2 Interest Rate Hedge Counterparty		99
	Section 11.14.	Certain Rights of Surety Provider		99
	Section 11.15.	Surety Provider Deemed Noteholder and Secured Party		99
	Section 11.16.	Capitalization of CRCF		100
	Section 11.17.	Third Party Beneficiary		100
	Section 11.18.	Prior Notice by Trustee to Surety Provider		100
	Section 11.19.	Effect of Payments by the Surety Provider		101
	Section 11.20.	Purchaser Group Consent		101
	Section 11.21.	Series 2006-2 Demand Notes		101
	Section 11.22.	Subrogation		101
	Section 11.23.	Termination of Supplement		101
	Section 11.24.	Condition to Termination of CRCF’s Obligations		102
	Section 11.25.	Collateral Representations and Warranties of CRCF		102
	Section 11.26.	No Waiver; Cumulative Remedies		103
	Section 11.27.	Waiver of Setoff		103
	Section 11.28.	Notices		104
	Section 11.29.	Confidential Information		104

(iii)

SERIES 2006-2 SUPPLEMENT, dated as of June 2, 2006 (this “Supplement”), among CENDANT RENTAL CAR FUNDING (AESOP) LLC, a special purpose limited liability company established under the laws of Delaware (“CRCF”), AVIS BUDGET CAR RENTAL, LLC, a Delaware limited liability company (“ABCR”), as administrator (in such capacity, the “Administrator”), BARCLAYS BANK PLC (“Barclays”), in its capacity as administrative agent for Stratford (defined below) (in such capacity, the “Administrative Agent”), as funding agent (in such capacity a “Funding Agent” and, together with each other funding agent that becomes party to this Supplement, the “Funding Agents”) on behalf of the Stratford and as a liquidity bank (a “APA Bank” and, together with each other liquidity bank that becomes a party to this Supplement, the “APA Banks”) on behalf of Stratford, STRATFORD RECEIVABLES COMPANY, LLC, a multi-seller extendible cash-flow ABCP conduit (“Stratford” and a “CP Conduit Purchaser” and, together with each other commercial paper conduit that becomes a party to this Supplement, the “CP Conduit Purchasers”), THE BANK OF NEW YORK, a New York banking corporation, as trustee (together with its successors in trust thereunder as provided in the Base Indenture referred to below, the “Trustee”), and THE BANK OF NEW YORK, a New York banking corporation, as agent (the “Series 2006-2 Agent”) for the benefit of the Series 2006-2 Noteholders, each Series 2006-2 Interest Rate Swap Counterparty, if any, 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 generally as Variable Funding Rental Car Asset Backed Notes, Series 2006-2.

The proceeds from the sale of the Series 2006-2 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 2006-2 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, Exhibit or Schedule references herein shall refer to Articles, Sections, Subsections, Exhibits or Schedules 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 2006-2 Notes and not to any other Series of Notes issued by CRCF. 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 2006-2 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” is defined in the recitals hereto.

“Acquiring APA Bank” is defined in Section 11.1(c).

“Acquiring Purchaser Group” is defined in Section 11.1(e).

“Additional CP Conduit Purchaser” is defined in Section 2.6(e).

“Additional Funding Agent” is defined in Section 2.6(e).

“Adjusted LIBO Rate” means, with respect to each day during each Eurodollar Period, pertaining to a portion of the Purchaser Group Invested Amount with respect to any Purchaser Group allocated to a Eurodollar Tranche, an interest rate per annum (rounded upwards, if necessary, to the nearest 1/16^th of 1%) equal to the LIBO Rate for such Eurodollar Period multiplied by the Statutory Reserve Rate.

“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.

“Administrative Agent” is defined in the recitals hereto.

“Administrator” is defined in the recitals hereto.

“Affected Party” means any CP Conduit Purchaser and any Program Support Provider with respect to such CP Conduit Purchaser.

“Alternate Base Rate” means, for any day, a rate per annum equal to the greater of (a) the Prime Rate in effect on such day and (b) the Federal Funds Effective Rate in effect on

such day plus½ of 1%. Any change in the Alternate Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective from and including the effective day of such change in the Prime Rate or the Federal Funds Effective Rate, respectively.

“APA Bank” is defined in the recitals hereto.

“APA Bank Funded Amount” means, with respect to any Purchaser Group for any day, the excess, if any, of the Purchaser Group Invested Amount with respect to such Purchaser Group over the CP Conduit Funded Amount for such day.

“APA Bank Percentage” means, with respect to any APA Bank, the percentage set forth opposite the name of such APA Bank on Schedule I.

“Applicable Margin” is defined in the Fee Letter.

“Article VII Costs” means any amounts due pursuant to Article VII or Section 2.8 and any interest accrued pursuant to Section 3.4 on any amounts due pursuant to Article VII or Section 2.8.

“Asset Purchase Agreement” means, with respect to any CP Conduit Purchaser, the asset purchase agreement, liquidity agreement or other agreement among such CP Conduit Purchaser, the Funding Agent with respect to such CP Conduit Purchaser and the APA Bank with respect to such CP Conduit Purchaser, any agreement between such CP Conduit Purchaser and any Program Support Provider with respect to such CP Conduit Purchaser or any letter of credit, surety bond or other instrument of any such Program Support Provider, as amended, modified or supplemented from time to time.

“Available Liquidity Amount” means, with respect to any CP Conduit Purchaser, as of any date of determination while a CP Disruption Event with respect to such CP Conduit Purchaser is continuing, the amount available to such CP Conduit Purchaser as of such date under the Asset Purchase Agreement with respect to such CP Conduit Purchaser.

“Average Vehicle Lease Term” means, as of any date of determination, (1) the sum of, for all Vehicles leased under a Lease as of such date, the number of days since the Vehicle Operating Lease Commencement Date or Vehicle Lease Commencement Date, as applicable, for each such Vehicle, divided by (2) the aggregate number of Vehicles leased under the Leases as of such date.

“Bank Accounts” is defined in Section 11.25(f).

“Barclays” is defined in the recitals hereto.

“Benefited Purchaser Group” is defined in Section 11.3(a).

“Board” means the Board of Governors of the Federal Reserve System or any successor thereto.

“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, New York, Chicago, Illinois or the city in which the corporate trust office of the Trustee is located are authorized or obligated by law or executive order to close.

“Cendant” means Cendant Corporation, a Delaware corporation.

“Certificate of Lease Deficit Demand” means a certificate substantially in the form of Annex A to any Series 2006-2 Letter of Credit.

“Certificate of Termination Date Demand” means a certificate substantially in the form of Annex D to any Series 2006-2 Letter of Credit.

“Certificate of Termination Demand” means a certificate substantially in the form of Annex C to any Series 2006-2 Letter of Credit.

“Certificate of Unpaid Demand Note Demand” means a certificate substantially in the form of Annex B to any Series 2006-2 Letter of Credit.

“Change in Control” means (a) Cendant shall at any time cease to own or control, directly or indirectly, greater than 50% of the Voting Stock of ABCR, ARAC or BRAC or (b) either CRCF or AESOP Leasing is no longer indirectly wholly-owned by ABCR.

“Change in Law” means (a) any law, rule or regulation or any change therein or in the interpretation or application thereof (whether or not having the force of law), in each case, adopted, issued or occurring after the Series 2006-2 Closing Date or (b) any request, guideline or directive (whether or not having the force of law) from any government or political subdivision or agency, authority, bureau, central bank, commission, department or instrumentality thereof, or any court, tribunal, grand jury or arbitrator, or any accounting board or authority (whether or not part of government) which is responsible for the establishment or interpretation of national or international accounting principles, in each case, whether foreign or domestic (each an “Official Body”) charged with the administration, interpretation or application thereof, or the compliance with any request or directive of any Official Body (whether or not having the force of law) made, issued or occurring after the Series 2006-2 Closing Date.

“Claim” is defined in Section 2.8.

“Commercial Paper” means, with respect to any CP Conduit Purchaser, the short-term promissory notes (including any such notes the maturity of which, by the terms of such notes, may be extended for a period not to exceed 390 days from original issuance), issued by such CP Conduit Purchaser which are allocated at the time of determination by such CP Conduit Purchaser to funding its purchase of a Series 2006-2 Note or the maintenance of such Series 2006-2 Note, including any Increase. All Commercial Paper allocated by or on behalf of Stratford to fund its purchase of a Series 2006-2 Note or the maintenance of a Series 2006-2 Note shall have an initial maturity of no more than 60 days from the original issuance of such Commercial Paper, shall not mature on any date that is not a Business Day and, absent a CP Disruption Event, shall not be extended beyond such initial maturity.

“Commitment Amount” means, with respect to any Purchaser Group, the amount set forth opposite the name of the CP Conduit Purchaser included in such Purchaser Group on Schedule I, as such amount may be increased or reduced from time to time as provided in Section 2.6. The Commitment Amount with respect to each Non-Extending Purchaser Group shall be reduced to zero on the Scheduled Expiry Date with respect to such Purchaser Group.

“Commitment Percentage” means, on any date of determination, with respect to any Purchaser Group, the ratio, expressed as a percentage, which such Purchaser Group’s Commitment Amount bears to the Series 2006-2 Maximum Invested Amount on such date.

“Company indemnified person” is defined in Section 2.8.

“Conduit Assignee” means, with respect to any CP Conduit Purchaser, any commercial paper conduit administered by the Funding Agent with respect to such CP Conduit Purchaser and designated by such Funding Agent to accept an assignment from such CP Conduit Purchaser of the Purchaser Group Invested Amount or a portion thereof with respect to such CP Conduit Purchaser pursuant to Section 11.1(b).

“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 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 90^th calendar day following the initial filing in respect of such Chapter 11 Proceedings.

“Consent” is defined in Article V.

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

“CP Conduit Funded Amount” means, with respect to any Purchaser Group for any day, the portion of the Purchaser Group Invested Amount with respect to such Purchaser Group funded by such Purchaser Group through the issuance of Commercial Paper outstanding on such day.

“CP Conduit Purchaser” is defined in the recitals hereto.

“CP Disruption Amortization Event” means a CP Disruption Event with respect to any CP Conduit Purchaser shall occur and continue and for a period of ninety (90) days.

“CP Disruption Event” means, with respect to any CP Conduit Purchaser, an event that is deemed to have occurred on the date that CRCF, the Surety Provider, the Administrator and the Administrative Agent receive notice from such CP Conduit Purchaser that such CP Conduit Purchaser is unable to raise, or is precluded or prohibited from raising, funds through the issuance of Commercial Paper and is deemed to continue until the Administrator and the Surety Provider receive notice from such CP Conduit Purchaser that such CP Conduit Purchaser is able to raise funds through the issuance of Commercial Paper.

“CP Interest Rate Period” means, with respect to the Commercial Paper of any CP Conduit Purchaser which has extended beyond its expected maturity date, 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 CP Interest Rate Period with respect to such Commercial Paper shall commence on and include the expected maturity date of such Commercial Paper and end on and include the day preceding the first Distribution Date following such expected maturity date or, if earlier, the date such Commercial Paper is repaid or redeemed in full.

“CRCF” is defined in the recitals hereto.

“Decrease” means a reduction of the Series 2006-2 Invested Amount pursuant to Section 2.5(a).

“Demand Note Issuer” means each issuer of a Series 2006-2 Demand Note.

“Designated Amounts” is defined in Article V.

“Disbursement” means any Lease Deficit Disbursement, any Unpaid Demand Note Disbursement, any Termination Date Disbursement or any Termination Disbursement under a Series 2006-2 Letter of Credit, or any combination thereof, as the context may require.

“Discount” means, with respect to any CP Conduit Purchaser, the amount of interest or discount to accrue on or in respect of the Commercial Paper issued by such CP Conduit Purchaser allocated, in whole or in part, by the Funding Agent with respect to such CP Conduit Purchaser, to fund the purchase or maintenance of the CP Conduit Funded Amount with respect to such CP Conduit Purchaser (including, without limitation, any interest attributable to the commissions of placement agents and dealers in respect of such Commercial Paper and any costs associated with funding small or odd-lot amounts, to the extent that such commissions or costs are allocated, in whole or in part, to such Commercial Paper by such Funding Agent); provided, however, that it is understood and agreed that to the extent that the Commercial Paper issued by a CP Conduit Purchaser is extended beyond its expected maturity date, interest thereon will accrue at a rate equal to the LIBO Rate for each CP Interest Rate Period with respect to such Commercial Paper from and including the expected maturity date of such Commercial Paper to but excluding the date such Commercial Paper is repaid or redeemed in full plus 0.25% per annum.

“Disruption Trigger Date” means the first day upon which (a) a CP Disruption Amortization Event with respect to any CP Conduit Purchaser occurs, (b) an Early Controlled Amortization Event has occurred and an Extended CP Disruption Event with respect to any CP Conduit Purchaser occurs on or prior to the last day of the second calendar month after the calendar month in which such Early Controlled Amortization Event occurred or (c) an Extended CP Disruption Event with respect to any CP Conduit Purchaser exists and an Early Controlled Amortization Event occurs.

“Early Controlled Amortization Event” means the occurrence of any of the following: (i) the Three Month Average Vehicle Lease Term as of any Determination Date exceeds 305 days, (ii) the Series 2006-2 Invested Amount, for a period of three (3) Business Days, exceeds 25% of the Aggregate Invested Amount or (iii) the Series 2006-2 Notes fail to have a rating of at least “Aa2” from Moody’s or a rating of at least “AA” from S&P for a period of thirty (30) days.

“Effective Date” is defined in Article VI.

“Eligible Assignee” means a financial institution having short-term debt ratings of at least “A-1” from Standard & Poor’s and “P-1” from Moody’s.

“Eurodollar Period” means, with respect to any Eurodollar Tranche and any Purchaser Group:

(a) initially, the period commencing on the date upon which all or a portion of the APA Bank Funded Amount is allocated to such Eurodollar Tranche in accordance with Section 2.7(c) and ending on the next succeeding Distribution Date or such other date agreed to by the Funding Agent for such Purchaser Group and the Administrator on behalf of CRCF (provided that the Administrator provides the Trustee with written notice of such date two (2) Business Days prior to such date); and

(b) thereafter, each period commencing on the last day of the immediately preceding Eurodollar Period applicable to such Eurodollar Tranche and ending on the next succeeding Distribution Date or such other date agreed to by the Funding Agent for such Purchaser Group and the Administrator on behalf of CRCF (provided that the Administrator provides the Trustee with written notice of such date two (2) Business Days prior to such date).

“Eurodollar Tranche” means, with respect to any Purchaser Group, a portion of the APA Bank Funded Amount with respect to such Purchaser Group allocated pursuant to Section 2.7(c) to a particular Eurodollar Period and an Adjusted LIBO Rate determined by reference thereto.

“Excess Collections” is defined in Section 3.3(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.

“Excluded Taxes” means, with respect to the Administrative Agent, any CP Conduit Purchaser, any APA Bank, any Funding Agent, any Program Support Provider or any other recipient of any payment to be made by or on account of any obligation of CRCF hereunder, (a) income or franchise taxes imposed on (or measured by) its net income by the United States of America or by any other Governmental Authority, in each case, as a result of a present or former connection between the United States of America or the jurisdiction of such Governmental Authority imposing such tax, as the case may be, and the Administrative Agent, such CP Conduit Purchaser, such APA Bank, such Funding Agent, such Program Support Provider or any other such recipient (except a connection arising solely from the Administrative Agent’s, such CP Conduit Purchaser’s, such APA Bank’s, such Program Support Provider’s or such recipient’s having executed, delivered or performed its obligations hereunder, receiving a payment hereunder or enforcing the Series 2006-2 Notes) and (b) any branch profits tax imposed by the United States of America or any similar tax imposed by any other jurisdiction in which CRCF is located (except any such branch profits or similar tax imposed as a result of a connection with the United States of America or other jurisdiction as a result of a connection arising solely from the Administrative Agent’s, such CP Conduit Purchaser’s, such APA Bank’s, such Program Support Provider’s or such recipient’s having executed, delivered or performed its obligations hereunder, receiving a payment hereunder or enforcing the Series 2006-2 Notes).

“Expiry Date” means, with respect to any Purchaser Group, the earliest of (a) the Scheduled Expiry Date with respect to such Purchaser Group, (b) the date on which an Early Controlled Amortization Event shall have occurred, (c) the date on which a CP Disruption Amortization Event with respect to any CP Conduit Purchaser shall have occurred and (d) the date on which an Amortization Event with respect to the Series 2006-2 Notes shall have been declared or automatically occurred.

“Extended CP Disruption Event” means, with respect to any CP Conduit Purchaser, a CP Disruption Event shall occur with respect to such CP Conduit Purchaser and shall continue for a period of at least five (5) Business Days.

“Extending Purchaser Group” means a Purchaser Group other than a Non-Extending Purchaser Group.

“Federal Funds Effective Rate” means, for any day, the weighted average (rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average (rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for such day of such transactions received by the Administrative Agent from three federal funds brokers of recognized standing selected by it.

“Fee Letter” means the letter, dated the date hereof, from CRCF addressed to the Administrative Agent and each of the CP Conduit Purchasers, the Funding Agents and the APA Banks setting forth certain fees payable from time to time to each of the Purchaser Groups, as such letter may be amended or replaced from time to time.

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

“Fixed Rate Payment” means, for any Distribution Date, the amount, if any, payable by CRCF as the “Fixed Amount” under any Series 2006-2 Interest Rate Swap after the netting of payments due to CRCF as the “Floating Amount” from the Series 2006-2 Interest Rate Swap Counterparty under such Series 2006-2 Interest Rate Swap on such Distribution Date. For the avoidance of doubt, “Fixed Rate Payment” shall not include any amounts payable as a result of the early termination of a Series 2006-2 Interest Rate Swap.

“Floating Tranche” means, with respect to any Purchaser Group, the portion of the APA Bank Funded Amount with respect to such Purchaser Group not allocated to a Eurodollar Tranche.

“Funding Agent” is defined in the recitals hereto.

“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.

“Increase” is defined in Section 2.3(a).

“Increase Amount” is defined in Section 2.3(a).

“Increase Date” is defined in Section 2.3(a).

“Indemnified Taxes” means Taxes other than Excluded Taxes.

“Insurance Agreement” means the Insurance Agreement, dated as of June 2, 2006, by and among the Surety Provider, the Trustee and CRCF, which shall constitute an “Enhancement Agreement” with respect to the Series 2006-2 Notes for all purposes under the Indenture.

“Insured Principal Deficit Amount” means, with respect to any Distribution Date, the excess, if any, of (a) the Series 2006-2 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 2006-2 Available Reserve Account Amount on such Distribution Date, the Series 2006-2 Letter of Credit Amount on such Distribution Date and the Series 2006-2 AESOP I Operating Lease Loan Agreement Borrowing Base on such Distribution Date.

“Lease Deficit Disbursement” means an amount drawn under a Series 2006-2 Letter of Credit pursuant to a Certificate of Lease Deficit Demand.

“LIBO Rate” means, (a) with respect to each day during each Eurodollar Period pertaining to a Eurodollar Tranche or each CP Interest Rate Period, the rate appearing on Telerate Page 3750 of the Dow Xxxxx Telerate Service (or on any successor or substitute page of such service, providing rate quotations comparable to those currently provided on such page of

such service, as determined by the Administrative Agent from time to time in accordance with its customary practices for purposes of providing quotations of interest rates applicable to dollar deposits in the London interbank market) at approximately 11:00 a.m. (London time) on the second London Banking Day prior to the commencement of such Eurodollar Period or such CP Interest Rate Period, as the case may be, as the rate for dollar deposits with a maturity comparable to the Eurodollar Period applicable to such Eurodollar Tranche or such CP Interest Rate Period, as the case may be or (b) with respect to each day in connection with the calculation of Series 2006-2 Capped Senior Amount, (i) if such day is a London Banking Day, the rate appearing on Telerate Page 3750 of the Dow Xxxxx Telerate Service (or on any successor or substitute page of such service, providing rate quotations comparable to those currently provided on such page of such service, as determined by the Administrative Agent from time to time in accordance with its customary practices for purposes of providing quotations of interest rates applicable to dollar deposits in the London interbank market) at approximately 11:00 a.m. (London time) on such London Banking Day as the overnight rate for dollar deposits, or (ii) if such day is not a London Banking Day, such rate for the preceding London Banking Day.

“Liquidity Amount” means, with respect to any Purchaser Group, the Mandatory Liquidity Percentage, with respect to such Purchaser Group, of the Commitment Amount with respect to such Purchaser Group.

“Liquidity Fee” is defined in Section 2.7(b).

“Liquidity Fee Rate” is defined in the Fee Letter.

“LOC Pro Rata Share” means, with respect to any Series 2006-2 Letter of Credit Provider as of any date, the fraction (expressed as a percentage) obtained by dividing (A) the available amount under such Series 2006-2 Letter of Credit Provider’s Series 2006-2 Letter of Credit as of such date by (B) an amount equal to the aggregate available amount under all Series 2006-2 Letters of Credit as of such date; provided that only for purposes of calculating the LOC Pro Rata Share with respect to any Series 2006-2 Letter of Credit Provider as of any date, if such Series 2006-2 Letter of Credit Provider has not complied with its obligation to pay the Trustee the amount of any draw under its Series 2006-2 Letter of Credit made prior to such date, the available amount under such Series 2006-2 Letter of Credit Provider’s Series 2006-2 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 2006-2 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 the undersigned’s actual liability in respect of any failure to pay any demand under its Series 2006-2 Letter of Credit).

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

“Mandatory Assignment Conditions” means, with respect to any requested sale of an interest in a Series 2006-2 Note pursuant to Section 11.1(g), (a) no Surety Default has occurred and is continuing, (b) either (x) such sale is to an Acquiring Purchaser Group and (1) a

Potential Amortization Event (other than a Potential Amortization Event due to a CP Disruption Event) has occurred and is continuing, (2) CRCF has consented to such sale or (3) 90 days have elapsed since the commencement of the then-existing CP Disruption Event and the Surety Provider has given five (5) Business Days’ prior written notice to CRCF of such sale, or (y) such sale is to the Surety Provider or its Affiliate, the Series 2006-2 Notes being sold constitute all of the Series 2006-2 Notes then outstanding, and all amendments to the Series 2006-2 Supplement that are necessary to allow the Surety Provider or its Affiliate to hold the Series 2006-2 Notes have become effective and (c) the selling Purchaser Group has been paid an amount at least equal to the Mandatory Assignment Price as of the date of the settlement of such sale with respect to such interest in a Series 20062 Note.

“Mandatory Assignment Price” means, with respect to any Purchaser Group selling an interest in a Series 2006-2 Note pursuant to Section 11.1(g), as of any date of determination, the sum of the amounts set forth in Section 2.6(d)(i) through (iv); provided that the portion of the Mandatory Assignment Price allocable to amounts set forth in Section 2.6(d)(ii) through (iv) with respect to an interest in a Series 2006-2 Note shall not exceed the pro rata portion of the Series 2006-2 Capped Senior Amount attributable to such interest in such Series 2006-2 Note for the portion of the Series 2006-2 Interest Period during which such sale occurs which has elapsed prior to such date of determination.

“Mandatory Decrease Amount” means, with respect to any CP Conduit Purchaser on a Mandatory Decrease Date for such CP Conduit Purchaser, an amount equal to the excess, if any, of (i) the face amount plus accrued and unpaid interest payable by such CP Conduit Purchaser in respect of any Commercial Paper with respect to such CP Conduit Purchaser that is scheduled by its terms to mature on such date over (ii) the Available Liquidity Amount with respect to such CP Conduit Purchaser on such date; provided, however, that if such Mandatory Decrease Date is also the date of a Decrease or a Distribution Date, the Mandatory Decrease Amount for such date will be reduced by the amount to be paid to such Purchaser Group on such Distribution Date pursuant to Section 3.5(a) or 3.5(b)(i).

“Mandatory Decrease Date” means, with respect to any CP Conduit Purchaser with respect to which a CP Disruption Event is continuing, any day occurring at least 330 days and no more than 390 days after the initial occurrence of such CP Disruption Event upon which (i) the Commercial Paper with respect to such CP Conduit Purchaser is scheduled by its terms to mature and (ii) after giving effect to all payments to such CP Conduit Purchaser on or prior to such day pursuant to the Asset Purchase Agreement with respect to such CP Conduit Purchaser, the aggregate amount paid thereunder to such CP Conduit Purchaser will be equal to the Liquidity Amount with respect to the Purchaser Group of which such CP Conduit Purchaser is a member.

“Mandatory Liquidity Percentage” means, (i) with respect to the Purchaser Group including Barclays and Stratford, 20%, or such different percentage agreed to by CRCF, the Surety Provider (in its sole and absolute discretion), Barclays and Stratford subject to satisfaction of the Rating Agency Confirmation and Consent Condition, and (ii) with respect to any other Purchaser Group, the percentage agreed to in writing by CRCF, the Surety Provider (in its sole and absolute discretion) and such Purchaser Group.

“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 Funding Costs” means, with respect to each Series 2006-2 Interest Period and any Purchaser Group, the sum of:

(a) for each day during such Series 2006-2 Interest Period, the aggregate amount of Discount accruing on or otherwise in respect of the Commercial Paper issued by, or for the benefit of, the CP Conduit Purchaser in such Purchaser Group allocated, in whole or in part, by the Funding Agent with respect to such CP Conduit Purchaser, to fund the purchase or maintenance of the CP Conduit Funded Amount with respect to such Purchaser Group; and

(b) for each day during such Series 2006-2 Interest Period, the sum of:

(i) an amount equal to (A) the portion of the APA Bank Funded Amount with respect to such Purchaser Group allocated to the Floating Tranche with respect to such Purchaser Group on such day times (B) the Alternate Base Rate plus the Applicable Margin, divided by (C) 365 (or 366, as the case may be) and

(ii) an amount equal to (A) the portion of the APA Bank Funded Amount with respect to such Purchaser Group allocated to Eurodollar Tranches with respect to such Purchaser Group on such day times (B) the weighted average Adjusted LIBO Rate with respect to such Eurodollar Tranches plus the Applicable Margin on such day in effect with respect thereto divided by (C) 360; and

(c) for each day during such Series 2006-2 Interest Period, an amount equal to (A) the CP Conduit Funded Amount with respect to such Purchaser Group on such day times (B) the Program Fee Rate per annum divided by (C) 360.

“Monthly Total Principal Allocation” means for any Related Month the sum of all Series 2006-2 Principal Allocations with respect to such Related Month.

“Xxxxx’x Excluded Manufacturer Receivable Specified Percentage” means, as of any date of determination, with respect to each Xxxxx’x Non-Investment Grade Manufacturer as of such date, the percentage (not to exceed 100%) most recently specified in writing by Xxxxx’x to CRCF and the Trustee and consented to by the Surety Provider (in its sole and absolute discretion) with respect to such Xxxxx’x Non-Investment Grade Manufacturer; provided,

however, that as of the Series 2006-2 Closing Date the Xxxxx’x Excluded Manufacturer Receivable Specified Percentage for each Xxxxx’x Non-Investment Grade Manufacturer shall be 100%; provided further that the initial Xxxxx’x Excluded Manufacturer Receivable Specified Percentage with respect to any Manufacturer that becomes a Xxxxx’x Non-Investment Grade Manufacturer after the Series 2006-2 Closing Date shall be 100%.

“Xxxxx’x Excluded Receivable Amount” means, as of any date of determination, the sum of the following amounts with respect to each Xxxxx’x 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 Xxxxx’x Non-Investment Grade Manufacturer and (ii) the Xxxxx’x Excluded Manufacturer Receivable Specified Percentage for such Xxxxx’x Non-Investment Grade Manufacturer as of such date.

“Xxxxx’x 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 Xxxxx’x; provided that any Manufacturer whose long-term senior unsecured debt rating is downgraded from at least “Baa3” to below “Baa3” by Xxxxx’x after the Series 2006-2 Closing Date shall not be deemed a Xxxxx’x Non-Investment Grade Manufacturer until the thirtieth (30^th) calendar day following such downgrade.

“Non-Extending Purchaser Group” means any Purchaser Group who shall not have agreed to an extension of its Scheduled Expiry Date pursuant to Section 2.6(b).

“Optional Termination Date” is defined in Section 2.5(b).

“Optional Termination Notice” is defined in Section 2.5(b).

“Other Taxes” means any and all current or future stamp or documentary taxes or other excise or property taxes, charges or similar levies arising from any payment made under this Supplement, the Base Indenture, or any Related Documents or from the execution, delivery or enforcement of, or otherwise with respect to, this Supplement, the Base Indenture or any Related Document.

“Outstanding” means, with respect to the Series 2006-2 Notes, the Series 2006-2 Invested Amount shall not have been reduced to zero and all accrued interest and other amounts owing on the Series 2006-2 Notes and to the Administrative Agent, the Funding Agents, the CP Conduit Purchasers, the APA Banks and the Surety Provider hereunder shall not have been paid in full.

“Participants” is defined in Section 11.1(d).

“Past Due Rent Payment” is defined in Section 3.2(g).

“Preference Amount” means any amount previously distributed to a member or members of a Purchaser Group on or relating to a Series 2006-2 Note that is recoverable or that has been recovered as a voidable preference by the trustee in a bankruptcy proceeding of a

Demand Note Issuer pursuant to the Bankruptcy Code, in accordance with a final nonappealable order of a court having competent jurisdiction.

“Premium Letter” means the letter, dated the date hereof, from CRCF and the Trustee addressed to the Surety Provider setting forth the Surety Provider Fee.

“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 2006-2 Demand Notes included in the Series 2006-2 Demand Note Payment Amount as of the Series 2006-2 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 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 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 2006-2 Demand Note Payment Amount as of the date of the conclusion or dismissal of such proceedings.

“Prime Rate” means the rate of interest per annum publicly announced from time to time by Barclays as its prime rate in effect at its principal office in New York City. Each change in the Prime Rate shall be effective from and including the date such change is publicly announced as being effective.

“Principal Deficit Amount” means, on any date of determination, the excess, if any, of (i) the Series 2006-2 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 2006-2 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 ABCR of a petition for relief under Chapter 11 of the Bankruptcy Code to but excluding the date on which ABCR 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 2006-2 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 2006-2 AESOP I Operating Lease Loan Agreement Borrowing Base on such date and (2) the lesser of (a) the Series 2006-2 Liquidity Amount on such date and (b) the Series 2006-2 Required Liquidity Amount on such date.

“Pro Rata Share” means, with respect to any Purchaser Group, on any date, the ratio, expressed as a percentage, which the Purchaser Group Invested Amount with respect to such Purchaser Group bears to the Series 2006-2 Invested Amount on such date.

“Program Fee Rate” is defined in the Fee Letter.

“Program Support Provider” means, with respect to any CP Conduit Purchaser, the APA Bank with respect to such CP Conduit Purchaser and any other or additional Person now or hereafter extending credit, or having a commitment to extend credit to or for the account of, or to make purchases from, such CP Conduit Purchaser or issuing a letter of credit, surety bond or other instrument to support any obligations arising under or in connection with such CP Conduit Purchaser’s securitization program.

“Purchase Effective Date” is defined in Section 2.6(d).

“Purchaser Group” means, collectively, a CP Conduit Purchaser and the APA Banks with respect to such CP Conduit Purchaser.

“Purchaser Group Addition Date” is defined in Section 2.6(e).

“Purchaser Group Increase Amount” means, with respect to any Purchaser Group, for any Business Day, such Purchaser Group’s Commitment Percentage of the Increase Amount, if any, on such Business Day.

“Purchaser Group Invested Amount” means, with respect to any Purchaser Group, (a) when used with respect to the Series 2006-2 Closing Date, such Purchaser Group’s Commitment Percentage of the Series 2006-2 Initial Invested Amount and (b) when used with respect to any other date, an amount equal to (i) the Purchaser Group Invested Amount with respect to such Purchaser Group on the immediately preceding Business Day plus (ii) the Purchaser Group Increase Amount with respect to such Purchaser Group on such date minus (iii) the amount of principal payments made to such Purchaser Group pursuant to Section 3.5(h) on such date plus (iv) the amount of principal payments recovered from such Purchaser Group by a trustee as a preference payment in a bankruptcy proceeding of a Demand Note Issuer or otherwise to the extent such amounts have not been paid to such Purchaser Group from proceeds of a draw on the Surety Bond.

“Purchaser Group Supplement” is defined in Section 11.1(e).

“Qualified Interest Rate Hedge Counterparty” means a counterparty (A) which is acceptable to the Surety Provider and (B) which is a bank or other financial institution, which is acceptable to Xxxxx’x or which has itself, or has all of its obligations under its Series 2006-2 Interest Rate Hedge 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” from Standard & Poor’s and of “P-1” from Xxxxx’x and (ii) (a) on the date such Series 2006-2 Interest Rate Hedge is executed, a long-term senior unsecured debt, deposit, claims paying or credit (as the case may be) rating of at least “AA-” from Standard & Poor’s and of at least “Aa3” from Xxxxx’x and (b) on any other date, a long-term senior unsecured debt, deposit, claims paying or credit (as the case may be) rating of at least “A+” from Standard & Poor’s and of at least “A1” from Xxxxx’x.

“Record Date” means, with respect to each Distribution Date, the immediately preceding Business Day.

“Related Additional APA Banks” is defined in Section 2.6(e).

“Related Purchaser Group” means, with respect to any Funding Agent, the CP Conduit Purchaser identified next to such Funding Agent on Schedule I and each APA Bank identified on Schedule I next to such CP Conduit Purchaser.

“Requisite Noteholders” means Purchaser Groups having Commitment Percentages aggregating more than 50%.

“Scheduled Expiry Date” means, with respect to any Purchaser Group, June 1, 2007, as such date may be extended in accordance with Section 2.6(b).

“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, 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 CRCF 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 2001-2 Notes” means the Series of Notes designated as the Series 2001-2 Notes.

“Series 2002-1 Notes” means the Series of Notes designated as the Series 2002-1 Notes.

“Series 2002-2 Notes” means the Series of Notes designated as the Series 2002-2 Notes.

“Series 2002-3 Notes” means the Series of Notes designated as the Series 2002-3 Notes.

“Series 2003-1 Notes” means the Series of Notes designated as the Series 2003-1 Notes.

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

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

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

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

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

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

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

“Series 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.

“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 Accrued Interest Account” is defined in Section 3.1(b).

“Series 2006-2 Adjusted Monthly Interest” means, for any Distribution Date, the lesser of (A) the sum of (i) an amount equal to the product of (1) the Series 2006-2 Note Rate for the Series 2006-2 Interest Period ending on the day preceding such Distribution Date, (2) the average daily Series 2006-2 Outstanding Principal Amount for such Series 2006-2 Interest Period and (3) a fraction, the numerator of which is the number of days in such Series 2006-2 Interest Period and the denominator of which is 360 and (ii) any amount described in clause (i) with respect to a prior Distribution Date that remains unpaid as of such Distribution Date (together with any accrued interest on such amount) and (B) the Series 2006-2 Capped Senior Amount for such Distribution Date.

“Series 2006-2 AESOP I Operating Lease Loan Agreement Borrowing Base” means, as of any date of determination, the product of (a) the Series 2006-2 AESOP I Operating Lease Vehicle Percentage as of such date and (b) the excess of (i) AESOP I Operating Lease Loan Agreement Borrowing Base as of such date over (ii) the Excluded Receivable Amount as of such date.

“Series 2006-2 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 2006-2 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 2006-2 Agent” is defined in the recitals hereto.

“Series 2006-2 Available Cash Collateral Account Amount” means, as of any date of determination, the amount on deposit in the Series 2006-2 Cash Collateral Account (after giving effect to any deposits thereto and withdrawals and releases therefrom on such date).

“Series-2006-2 Available Reserve Account Amount” means, as of any date of determination, the amount on deposit in the Series 2006-2 Reserve Account (after giving effect to any deposits thereto and withdrawals and releases therefrom on such date).

“Series 2006-2 Basis Fees” means, for any Distribution Date, an amount equal to the excess, if any, of (A) the sum of (i) an amount equal to the product of (1) the Series 2006-2 Note Rate for the Series 2006-2 Interest Period ending on the day preceding such Distribution Date, (2) the average daily Series 2006-2 Outstanding Principal Amount for such Series 2006-2 Interest Period and (3) a fraction, the numerator of which is the number of days in such Series 2006-2 Interest Period and the denominator of which is 360, (ii) any amount described in clause (i) with respect to a prior Distribution Date that remains unpaid as of such Distribution Date (together with any accrued interest on such amount), (iii) the aggregate amount of Liquidity Fees payable for the account of the Purchaser Groups on such Distribution Date and (iv) the aggregate amount described in clause (iii) with respect to a prior Distribution Date that remains unpaid as of such Distribution Date (together with any accrued interest on such amount) over (B) the Series 2006-2 Capped Senior Amount for such Distribution Date.

“Series 2006-2 Capped Senior Amount” means, with respect to any Distribution Date, an amount equal to the sum, for each day during the Series 2006-2 Interest Period ending on the day preceding such Distribution Date, of the product of (x) the Series 2006-2 Outstanding Principal Amount calculated as of the close of business on such day (or if such day is not a Business Day, as of the close of business on the preceding Business Day) and (y) the sum of the LIBO Rate for such day plus 0.50%, divided by 360.

“Series 2006-2 Capped Shortfall Amount” means, for any Distribution Date, the excess, if any, of (i) the sum, for each Distribution Date preceding such Distribution Date, of the excess, if any, of (A) the sum of the Series 2006-2 Adjusted Monthly Interest and the Series 2006-2 Liquidity Fee Amount for such Distribution Date over (B) the aggregate amount paid to the Funding Agents on such Distribution Date pursuant to Section 3.4 on account of Monthly Funding Costs and Liquidity Fees, plus accrued interest on such excess at the Alternate Base Rate plus 2% per annum, over (ii) the aggregate amount paid to the Paying Agent pursuant to Section 3.3(f) on each Distribution Date preceding such Distribution Date on account of the Series 2006-2 Capped Shortfall Amount.

“Series 2006-2 Carryover Controlled Amortization Amount” means, with respect to any Related Month during the Series 2006-2 Controlled Amortization Period, the amount, if any, by which the portion of the Monthly Total Principal Allocation paid to the Administrative Agent for benefit of the Series 2006-2 Noteholders pursuant to Section 3.5(g) for the previous Related Month was less than the Series 2006-2 Controlled Distribution Amount for the previous Related Month; provided, however, that (i) for the first Related Month in the Series 2006-2 Controlled Amortization Period, the Series 2006-2 Carryover Controlled Amortization Amount shall be zero and (ii) solely for the purposes of calculating the Series 2006-2 Controlled Distribution Amount for the purposes of clause (n) of Article IV, on any Disruption Trigger Date, the Series 2006-2 Carryover Controlled Amortization Amount shall be reset to zero.

“Series 2006-2 Cash Collateral Account” is defined in Section 3.8(e).

“Series 2006-2 Cash Collateral Account Collateral” is defined in Section 3.8(a).

“Series 2006-2 Cash Collateral Account Surplus” means, with respect to any Distribution Date, the lesser of (a) the Series 2006-2 Available Cash Collateral Account Amount and (b) the lesser of (A) the excess, if any, of the Series 2006-2 Liquidity Amount (after giving effect to any withdrawal from the Series 2006-2 Reserve Account on such Distribution Date) over the Series 2006-2 Required Liquidity Amount on such Distribution Date and (B) the excess, if any, of the Series 2006-2 Enhancement Amount (after giving effect to any withdrawal from the Series 2006-2 Reserve Account on such Distribution Date) over the Series 2006-2 Required Enhancement Amount on such Distribution Date; provided, however, that, on any date after the Series 2006-2 Letter of Credit Termination Date, the Series 2006-2 Cash Collateral Account Surplus shall mean the excess, if any, of (x) the Series 2006-2 Available Cash Collateral Account Amount over (y) the Series 2006-2 Demand Note Payment Amount minus the Pre-Preference Period Demand Note Payments as of such date.

“Series 2006-2 Cash Collateral Percentage” means, as of any date of determination, the percentage equivalent of a fraction, the numerator of which is the

Series 2006-2 Available Cash Collateral Amount as of such date and the denominator of which is the Series 2006-2 Letter of Credit Liquidity Amount as of such date.

“Series 2006-2 Closing Date” is defined in Section 2.1(a).

“Series 2006-2 Collateral” means the Collateral, each Series 2006-2 Letter of Credit, each Series 2006-2 Demand Note, the Series 2006-2 Interest Rate Hedge Collateral, the Series 2006-2 Distribution Account Collateral, the Series 2006-2 Cash Collateral Account Collateral and the Series 2006-2 Reserve Account Collateral.

“Series 2006-2 Collection Account” is defined in Section 3.1(b).

“Series 2006-2 Controlled Amortization Amount” means with respect to any Related Month or portion thereof during the Series 2006-2 Controlled Amortization Period, (a) if (i) the Series 2006-2 Controlled Amortization Period commenced as a result of the occurrence of the Scheduled Expiry Date with respect to each Purchaser Group or (ii) (x) the Series 2006-2 Controlled Amortization Period commenced as a result of the occurrence of an Early Controlled Amortization Event and (y) no Extended CP Disruption Event with respect to any CP Conduit Purchaser existed at the commencement of the Series 2006-2 Controlled Amortization Period or occurs on or prior to the last day of the second calendar month after the calendar month in which the Series 2006-2 Controlled Amortization Period commenced, the Series 2006-2 Invested Amount as of the close of business on the Business Day preceding the commencement of such Series 2006-2 Controlled Amortization Period divided by 6; (b) if the Series 2006-2 Controlled Amortization Period commenced as a result of the occurrence of a CP Disruption Amortization Event with respect to any CP Conduit Purchaser, the Series 2006-2 Invested Amount as of the close of business on the Business Day preceding the commencement of such Series 2006-2 Controlled Amortization Period divided by 3; and (c) if the Series 2006-2 Controlled Amortization Period commenced as a result of the occurrence of an Early Controlled Amortization Event and an Extended CP Disruption Event with respect to any CP Conduit Purchaser existed at the commencement of the Series 2006-2 Controlled Amortization Period or occurs on or prior to the last day of the second calendar month after the calendar month in which the Series 2006-2 Controlled Amortization Period commenced, the Series 2006-2 Invested Amount as of the close of business on the Business Day preceding the commencement of the Series 2006-2 Controlled Amortization Period divided by (i) 3, if such Extended CP Disruption Event existed at the commencement of the Series 2006-2 Controlled Amortization Period or occurs during the calendar month in which the Series 2006-2 Controlled Amortization Period commenced, (ii) 4, if such Extended CP Disruption Event occurs during the calendar month after the calendar month in which the Series 2006-2 Controlled Amortization Period commenced or (iii) 5, if such Extended CP Disruption Event occurs during the second calendar month after the calendar month in which the Series 2006-2 Controlled Amortization Period commenced.

“Series 2006-2 Controlled Amortization Period” means the period beginning at the earliest to occur of (a) the close of business on the Business Day immediately preceding the date on which the Scheduled Expiry Date with respect to each Purchaser Group shall have occurred, (b) the occurrence of an Early Controlled Amortization Event and (c) the occurrence of a CP Disruption Amortization Event and ending upon the earliest to occur of (i) the

commencement of the Series 2006-2 Rapid Amortization Period, (ii) the date on which the Series 2006-2 Notes are fully paid and (iii) the termination of the Indenture.

“Series 2006-2 Controlled Distribution Amount” means, with respect to any Related Month (or portion thereof) during the Series 2006-2 Controlled Amortization Period, an amount equal to the sum of the Series 2006-2 Controlled Amortization Amount and any Series 2006-2 Carryover Controlled Amortization Amount for such Related Month.

“Series 2006-2 Demand Note” means each demand note, substantially in the form of Exhibit D to this Supplement, as amended, modified or restated from time to time.

“Series 2006-2 Demand Note Payment Amount” means, as of the Series 2006-2 Letter of Credit Termination Date, the aggregate amount of all proceeds of demands made on the Series 2006-2 Demand Notes pursuant to Section 3.5(d)(i) or 3.5(e)(i) that were deposited into the Series 2006-2 Distribution Account and paid to the Series 2006-2 Noteholders during the one-year period ending on the Series 2006-2 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 60 consecutive days) with respect to a Demand Note Issuer shall have occurred during such one-year period, the Series 2006-2 Demand Note Payment Amount as of the Series 2006-2 Letter of Credit Termination Date shall equal the Series 2006-2 Demand Note Payment Amount as if it were calculated as of the date of such occurrence.

“Series 2006-2 Deposit Date” is defined in Section 3.2.

“Series 2006-2 Distribution Account” is defined in Section 3.9(a).

“Series 2006-2 Distribution Account Collateral” is defined in Section 3.9(d).

“Series 2006-2 Eligible Letter of Credit Provider” means a person satisfactory to ABCR and the Demand Note Issuers and the Surety Provider and having, at the time of the issuance of the related Series 2006-2 Letter of Credit, a long-term senior unsecured debt, deposit, claims paying or credit (as the case may be) rating of at least “A” from Standard & Poor’s and a short-term senior unsecured debt, deposit, claims paying or credit (as the case may be) rating of at least “A-1” from Standard & Poor’s and a long-term senior unsecured debt, deposit, claims paying or credit (as the case may be) rating of at least “A1” from Xxxxx’x and a short-term senior unsecured debt, deposit, claims paying or credit (as the case may be) rating of “P-1” from Xxxxx’x that is a commercial bank having total assets in excess of $500,000,000; provided that if a person is not a Series 2006-2 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 2006-2 Eligible Letter of Credit Provider until CRCF has provided 10 days’ prior notice to the Rating Agencies that such person has been proposed as a Series 2006-2 Letter of Credit Provider.

“Series 2006-2 Enhancement” means the Series 2006-2 Cash Collateral Account Collateral, the Series 2006-2 Letters of Credit, the Series 2006-2 Demand Notes, the Series 2006-2 Overcollateralization Amount and the Series 2006-2 Reserve Account Amount.

“Series 2006-2 Enhancement Amount” means, as of any date of determination, the sum of (i) the Series 2006-2 Overcollateralization Amount as of such date, (ii) the Series 2006-2 Letter of Credit Amount as of such date, (iii) the Series 2006-2 Available Reserve Account Amount as of such date and (iv) the amount of cash and Permitted Investments on deposit in the Series 2006-2 Collection Account (not including amounts allocable to the Series 2006-2 Accrued Interest Account) and the Series 2006-2 Excess Collection Account as of such date.

“Series 2006-2 Enhancement Deficiency” means, on any date of determination, the amount by which the Series 2006-2 Enhancement Amount is less than the Series 2006-2 Required Enhancement Amount as of such date.

“Series 2006-2 Excess Collection Account” is defined in Section 3.1(b).

“Series 2006-2 Expected Final Distribution Date” means the Distribution Date falling in the earliest of (a) the sixth calendar month after the calendar month in which the Series 2006-2 Controlled Amortization Period begins, (b) the third calendar month after the calendar month in which a CP Disruption Amortization Event occurs, (c) the third calendar month after a calendar month in which an Extended CP Disruption Event occurs after the occurrence of an Early Controlled Amortization Event and (d) the third calendar month after the calendar month in which an Early Controlled Amortization Event occurs during any period in which an Extended CP Disruption Event exists.

“Series 2006-2 Initial Invested Amount” is defined in Section 2.3(a).

“Series 2006-2 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 2006-2 Interest Period shall commence on and include the Series 2006-2 Closing Date and end on and include June 20, 2006.

“Series 2006-2 Interest Rate Cap” is defined in Section 3.11(a).

“Series 2006-2 Interest Rate Cap Counterparty” means CRCF’s counterparty under any Series 2006-2 Interest Rate Cap.

“Series 2006-2 Interest Rate Hedge” is defined in Section 3.11(a).

“Series 2006-2 Interest Rate Hedge Collateral” is defined in Section 3.11(c).

“Series 2006-2 Interest Rate Hedge Counterparty” means any Series 2006-2 Interest Rate Cap Counterparty or Series 2006-2 Interest Rate Swap Counterparty.

“Series 2006-2 Interest Rate Hedge Proceeds” means the amounts, if any, received by the Trustee from a Series 2006-2 Interest Rate Hedge Counterparty from time to time in respect of any Series 2006-2 Interest Rate Hedge (including amounts received from a guarantor or from collateral).

“Series 2006-2 Interest Rate Swap” is defined in Section 3.11(a).

“Series 2006-2 Interest Rate Swap Counterparty” means CRCF’s counterparty under any Series 2006-2 Interest Rate Swap.

“Series 2006-2 Invested Amount” means, on any date of determination, the sum of (i) the sum of the Purchaser Group Invested Amounts with respect to each of the Purchaser Groups on such date and (ii) the amount of all principal payments made to the Purchaser Groups on or prior to such date with the proceeds of a demand on the Surety Bond.

“Series 2006-2 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 2006-2 Invested Amount and the Series 2006-2 Overcollateralization Amount, determined during the Series 2006-2 Revolving Period as of the end of the immediately preceding Business Day, or, during the Series 2006-2 Controlled Amortization Period or the Series 2006-2 Rapid Amortization Period, as of the end of the Series 2006-2 Revolving Period, and the denominator of which shall be the greater as of the end of the immediately preceding Business Day of (I) the Aggregate Asset Amount and (II) 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 2006-2 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 2006-2 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 3.2(a), (b), (c) or (d) would have been allocated to the Series 2006-2 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 3.2(a), (b), (c) or (d) have been allocated to the Series 2006-2 Accrued Interest Account (excluding any amounts paid into the Series 2006-2 Accrued Interest Account pursuant to the proviso in Sections 3.2(b)(ii), 3.2(c)(ii) and 3.2(d)(ii)) from and excluding the preceding Distribution Date to and including such Distribution Date.

“Series 2006-2 Lease Payment Deficit” means either a Series 2006-2 Lease Interest Payment Deficit or a Series 2006-2 Lease Principal Payment Deficit.

“Series 2006-2 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 2006-2 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 3.5(d) on account of such Series 2006-2 Lease Principal Payment Deficit.

“Series 2006-2 Lease Principal Payment Deficit” means, on any Distribution Date, the sum of (a) the Series 2006-2 Monthly Lease Principal Payment Deficit for such Distribution Date and (b) the Series 2006-2 Lease Principal Payment Carryover Deficit for such Distribution Date.

“Series 2006-2 Letter of Credit” means an irrevocable letter of credit, if any, substantially in the form of Exhibit E, issued by a Series 2006-2 Eligible Letter of Credit Provider in favor of the Trustee for the benefit of the Series 2006-2 Noteholders, each Series 2006-2 Interest Rate Swap Counterparty and the Surety Provider in form and substance satisfactory to the Surety Provider.

“Series 2006-2 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 2006-2 Letter of Credit on which no draw has been made pursuant to Section 3.8(c), as specified therein, and (ii) if the Series 2006-2 Cash Collateral Account has been established and funded pursuant to Section 3.8, the Series 2006-2 Available Cash Collateral Account Amount on such date and (b) the aggregate outstanding principal amount of the Series 2006-2 Demand Notes on such date.

“Series 2006-2 Letter of Credit Expiration Date” means, with respect to any Series 2006-2 Letter of Credit, the expiration date set forth in such Series 2006-2 Letter of Credit, as such date may be extended in accordance with the terms of such Series 2006-2 Letter of Credit.

“Series 2006-2 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 2006-2 Letter of Credit on which no draw has been made pursuant to Section 3.8(c), as specified therein, and (b) if the Series 2006-2 Cash Collateral Account has been established and funded pursuant to Section 3.8, the Series 2006-2 Available Cash Collateral Account Amount on such date.

“Series 2006-2 Letter of Credit Provider” means the issuer of a Series 2006-2 Letter of Credit.

“Series 2006-2 Letter of Credit Termination Date” means the first to occur of (a) the date on which the Series 2006-2 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 2006-2 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 2006-2 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 (k), clause (m) or clause (n) of Article IV; provided, however, that any event or condition of the type specified in (1) clauses (a) through (f) or clauses (i) through (k) or clause (m) of Article IV shall not constitute a Series 2006-2 Limited Liquidation Event of Default if within such 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 written consent of the Surety Provider waiving the occurrence of such Series 2006-2 Limited Liquidation Event of Default and (2) clause (n) shall not constitute a Series 2006-2 Limited Liquidation Event of Default upon its cure as described in such clause (n).

“Series 2006-2 Liquidity Amount” means, as of any date of determination, the sum of (a) the Series 2006-2 Letter of Credit Liquidity Amount on such date and (b) the Series 2006-2 Available Reserve Account Amount on such date.

“Series 2006-2 Liquidity Fee Amount” means, for any Distribution Date, an amount equal to the lesser of (i) the aggregate amount of Liquidity Fees payable for the account of the Purchaser Groups on such Distribution Date and (ii) the excess, if any, of Series 2006-2 Capped Senior Amount for such Distribution Date over Series 2006-2 Adjusted Monthly Interest for such Distribution Date.

“Series 2006-2 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 2006-2 Maximum Amount” means any of the Series 2006-2 Maximum Manufacturer Amounts, the Series 2006-2 Maximum Non-Eligible Manufacturer Amount, the Series 2006-2 Maximum Non-Program Vehicle Amount or the Series 2006-2 Maximum Specified States Amount.

“Series 2006-2 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 2006-2 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 2006-2 Maximum Invested Amount” means, on any date of determination, the sum of the Commitment Amounts (not to exceed $600,000,000 without the prior written consent of the Surety Provider (in its sole and absolute discretion)) with respect to each of the Purchaser Groups on such date. The Series 2006-2 Maximum Invested Amount shall be reduced by the Commitment Amount of each Non-Extending Purchaser Group on the Scheduled Expiry Date with respect to such Purchaser Group.

“Series 2006-2 Maximum Manufacturer Amount” means, as of any day, any of the Series 2006-2 Maximum Mitsubishi Amount, the Series 2006-2 Maximum Individual Kia/Isuzu/Subaru Amount, the Series 2006-2 Maximum Individual Hyundai/Suzuki Amount or the Series 2006-2 Maximum Aggregate Kia/Isuzu/Subaru/Hyundai/Suzuki Amount.

“Series 2006-2 Maximum Mitsubishi Amount” means, as of any day, an amount equal to 5% of the aggregate Net Book Value of all Vehicles leased under the Leases on such day.

“Series 2006-2 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 2006-2 Maximum Non-Program Vehicle Amount” means, as of any day, an amount equal to the Series 2006-2 Maximum Non-Program Vehicle Percentage of the aggregate Net Book Value of all Vehicles leased under the Leases on such day.

“Series 2006-2 Maximum Non-Program Vehicle Percentage” means, as of any date of determination, the sum of (a) 40% 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 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 2006-2 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 2006-2 Monthly Interest” means, with respect to any Series 2006-2 Interest Period the sum of Series 2006-2 Adjusted Monthly Interest for the related Distribution Date and the Surety Provider Monthly Interest for the related Distribution Date.

“Series 2006-2 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 3.2(a), (b), (c) or (d) would have been allocated to the Series 2006-2 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 3.2(a), (b), (c) or (d) have been allocated to the Series 2006-2 Collection Account (without giving effect to any amounts paid into the Series 2006-2 Accrued Interest Account pursuant to the proviso in Sections 3.2(b)(ii), 3.2(c)(ii) and/or 3.2(d)(ii)) from and excluding the preceding Distribution Date to and including such Distribution Date.

“Series 2006-2 Xxxxx’x 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 2006-2 Xxxxx’x Highest Enhancement Rate” means, as of any date of determination, the greater of (a) 28.50% and (b) the sum of (i) 28.50% 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 2006-2 Xxxxx’x Intermediate Enhanced Vehicle Percentage” means, as of any date of determination, 100% minus the sum of (a) the Series 2006-2 Xxxxx’x Lowest Enhanced Vehicle Percentage and (b) the Series 2006-2 Xxxxx’x Highest Enhanced Vehicle Percentage.

“Series 2006-2 Xxxxx’x Intermediate Enhancement Rate” means, as of any date of determination, 26.50%.

“Series 2006-2 Xxxxx’x 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 Xxxxx’x 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 Xxxxx’x 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 Xxxxx’x, 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 Xxxxx’x 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 2006-2 Xxxxx’x Lowest Enhancement Rate” means, as of any date of determination, 14.25%.

“Series 2006-2 Xxxxx’x Required Enhancement Percentage” means, as of any date of determination, the sum of (i) the product of (A) the Series 2006-2 Xxxxx’x Lowest Enhancement Rate and (B) the Series 2006-2 Xxxxx’x Lowest Enhanced Vehicle Percentage as of such date, (ii) the product of (A) the Series 2006-2 Xxxxx’x Intermediate Enhancement Rate as of such date and (B) the Series 2006-2 Xxxxx’x Intermediate Enhanced Vehicle Percentage as

of such date, and (iii) the product of (A) the Series 2006-2 Xxxxx’x Highest Enhancement Rate as of such date and (B) the Series 2006-2 Xxxxx’x Highest Enhanced Vehicle Percentage as of such date.

“Series 2006-2 Non-Investment Grade Manufacturer” means, as of any date of determination, any Xxxxx’x Non-Investment Grade Manufacturer or any Standard & Poor’s Non-Investment Grade Manufacturer as of such date.

“Series 2006-2 Non-Investment Grade Manufacturer Percentage” means, with respect to any Series 2006-2 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 2006-2 Non-Investment Grade Manufacturer and leased under the AESOP I Operating Lease as of such date and (ii) 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 2006-2 Note” means any one of the Series 2006-2 Variable Funding Rental Car Asset Backed Notes, executed by CRCF authenticated and delivered by or on behalf of the Trustee, substantially in the form of Exhibit A.

“Series 2006-2 Note Rate” means for any Series 2006-2 Interest Period, the interest rate equal to the product of (a) the percentage equivalent of a fraction, the numerator of which is equal to the sum of the Monthly Funding Costs with respect to each Purchaser Group for such Series 2006-2 Interest Period and the denominator of which is equal to the average daily Series 2006-2 Outstanding Principal Amount during such Series 2006-2 Interest Period and (b) a fraction, the numerator of which is 360 and the denominator of which is the number of days in such Series 2006-2 Interest Period; provided, however, that the Series 2006-2 Note Rate will in no event be higher than the maximum rate permitted by applicable law.

“Series 2006-2 Noteholder” means a Person in whose name a Series 2006-2 Note is registered in the Note Register.

“Series 2006-2 Outstanding Principal Amount” means, with respect to any date, the sum of the Purchaser Group Invested Amounts with respect to each of the Purchaser Groups on such date.

“Series 2006-2 Overcollateralization Amount” means (i) as of any date on which no AESOP I Operating Lease Vehicle Deficiency exists, the Series 2006-2 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 2006-2 AESOP I Operating Lease Loan Agreement Borrowing Base as of such date over (y) the Series 2006-2 Invested Amount as of such date.

“Series 2006-2 Past Due Rent Payment” is defined in Section 3.2(g).

“Series 2006-2 Percentage” means, as of any date of determination, a fraction, expressed as a percentage, the numerator of which is the Series 2006-2 Invested Amount as of

such date and the denominator of which is the sum of the Invested Amount of each Series of Notes outstanding as of such date.

“Series 2006-2 Principal Allocation” is defined in Section 3.2(a)(ii).

“Series 2006-2 Rapid Amortization Period” means the period beginning at the close of business on the earlier to occur of (x) the Business Day immediately preceding the day on which an Amortization Event is deemed to have occurred with respect to the Series 2006-2 Notes and (y) the Optional Termination Date, and ending upon the earlier to occur of (i) the date on which the Series 2006-2 Notes are fully paid and there are no amounts due and owing thereunder, hereunder or under the Insurance Agreement and (ii) the termination of the Indenture.

“Series 2006-2 Reimbursement Agreement” means any and each agreement providing for the reimbursement of a Series 2006-2 Letter of Credit Provider for draws under its Series 2006-2 Letter of Credit as the same may be amended, supplemented, restated or otherwise modified from time to time.

“Series 2006-2 Required AESOP I Operating Lease Vehicle Amount” means, as of any date of determination, the sum of the Series 2006-2 Required Overcollateralization Amount and the Series 2006-2 Invested Amount as of such date.

“Series 2006-2 Required Enhancement Amount” means, as of any date of determination, the sum of (i) the product of the Series 2006-2 Required Enhancement Percentage as of such date and the Series 2006-2 Invested Amount as of such date, (ii) the Series 2006-2 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 2006-2 Maximum Non-Program Vehicle Amount as of such date, (iii) the Series 2006-2 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 2006-2 Maximum Mitsubishi Amount as of such date, (iv) the Series 2006-2 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 2006-2 Maximum Individual Kia/Isuzu/Subaru Amount as of such date, (v) the Series 2006-2 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 2006-2 Maximum Individual Hyundai/Suzuki Amount as of such date, (vi) the Series 2006-2 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 2006-2 Maximum Aggregate Kia/Isuzu/Subaru/Hyundai/Suzuki Amount as of such date, (vii) the Series 2006-2 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 2006-2 Maximum Specified States Amount as of such date and (viii) the Series 2006-2 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 2006-2 Maximum Non-Eligible Manufacturer Amount as of such date.

“Series 2006-2 Required Enhancement Percentage” means, as of any date of determination, the greater of (i) the Series 2006-2 Standard & Poor’s Required Enhancement Percentage as of such date and (ii) the Series 2006-2 Xxxxx’x Required Enhancement Percentage as of such date.

“Series 2006-2 Required Liquidity Amount” means, with respect to any Distribution Date, an amount equal to 4.00% of the Series 2006-2 Invested Amount on such Distribution Date (after giving effect to any payments of principal to be made on the Series 2006-2 Notes on such Distribution Date).

“Series 2006-2 Required Overcollateralization Amount” means, as of any date of determination, the excess, if any, of the Series 2006-2 Required Enhancement Amount over the sum of (i) the Series 2006-2 Letter of Credit Amount as of such date, (ii) the Series 2006-2 Available Reserve Account Amount on such date and (iii) the amount of cash and Permitted Investments on deposit in the Series 2006-2 Collection Account (not including amounts allocable to the Series 2006-2 Accrued Interest Account) and the Series 2006-2 Excess Collection Account on such date.

“Series 2006-2 Required Reserve Account Amount” means, with respect to any Distribution Date, an amount equal to the greater of (i) the excess, if any, of the Series 2006-2 Required Liquidity Amount on such Distribution Date over the Series 2006-2 Letter of Credit Liquidity Amount on such Distribution Date (after giving effect to any payments of principal to be made on the Series 2006-2 Notes on such Distribution Date) and (ii) the excess, if any, of the Series 2006-2 Required Enhancement Amount over the Series 2006-2 Enhancement Amount (excluding therefrom the Series 2006-2 Available Reserve Account Amount and calculated after giving effect to any payments of principal to be made on the Series 2006-2 Notes) on such Distribution Date.

“Series 2006-2 Reserve Account” is defined in Section 3.7(a).

“Series 2006-2 Reserve Account Collateral” is defined in Section 3.7(d).

“Series 2006-2 Reserve Account Surplus” means, with respect to any Distribution Date, the excess, if any, of the Series 2006-2 Available Reserve Account Amount over the Series 2006-2 Required Reserve Account Amount on such Distribution Date.

“Series 2006-2 Revolving Period” means the period from and including, the Series 2006-2 Closing Date to the earlier of the commencement of the Series 2006-2 Controlled Amortization Period and the commencement of the Series 2006-2 Rapid Amortization Period.

“Series 2006-2 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) 30% of the aggregate Net Book Value of all Vehicles leased under the AESOP I Operating Lease as of such date and (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 2006-2 Standard & Poor’s Highest Enhancement Rate” means, as of any date of determination, the sum of the Series 2006-2 Standard & Poor’s Intermediate Enhancement Rate as of such date and 10.25%.

“Series 2006-2 Standard & Poor’s Intermediate Enhanced Vehicle Percentage” means, as of any date of determination, 100% minus the sum of (a) the Series 2006-2 Standard & Poor’s Lowest Enhanced Vehicle Percentage and (b) the Series 2006-2 Standard & Poor’s Highest Enhanced Vehicle Percentage.

“Series 2006-2 Standard & Poor’s Intermediate Enhancement Rate” means, as of any date of determination, the greater of (a) 21.00% and (b) the sum of (i) 21.00% 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 2006-2 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.

“Series 2006-2 Standard & Poor’s Lowest Enhancement Rate” means, as of any date of determination, 16.00%.

“Series 2006-2 Standard & Poor’s Required Enhancement Percentage” means, as of any date of determination, the sum of (i) the product of (A) the Series 2006-2 Standard & Poor’s Lowest Enhancement Rate and (B) the Series 2006-2 Standard & Poor’s Lowest Enhanced Vehicle Percentage as of such date, (ii) the product of (A) the Series 2006-2 Standard & Poor’s Intermediate Enhancement Rate as of such date and (B) the Series 2006-2 Standard & Poor’s Intermediate Enhanced Vehicle Percentage as of such date, and (iii) the product of (A) the Series 2006-2 Standard & Poor’s Highest Enhancement Rate as of such date and (B) the Series 2006-2 Standard & Poor’s Highest Enhanced Vehicle Percentage as of such date.

“Series 2006-2 Termination Date” means the Distribution Date falling in the eighteenth calendar month after the calendar month in which the Series 2006-2 Revolving Period ends.

“Series 2006-2 Unpaid Demand Amount” means, with respect to any single draw pursuant to Section 3.5(d) or (e) on the Series 2006-2 Letters of Credit, the aggregate amount drawn by the Trustee on all Series 2006-2 Letters of Credit.

“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 CRCF 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 2006-2 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 2006-2 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 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 2006-2 Closing Date shall not be deemed a Standard & Poor’s Non-Investment Grade Manufacturer until the thirtieth (30^th) 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 2006-2 Non-Investment Grade Manufacturer Percentages as of such date.

“Statutory Reserve Rate” means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed as a decimal (rounded up to the nearest 1/100th of 1%) established by the Board with respect to the Adjusted LIBO Rate, for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board). Such reserve percentages shall include those imposed pursuant to Regulation D. Eurodollar Tranches shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time under such Regulation D or comparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in the reserve percentage.

“Stratford” is defined in the recitals hereto.

“Supplement” is defined in the recitals hereto.

“Surety Bond” means the Financial Guaranty Insurance Policy Xx. XX00000X dated June 2, 2006, 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 XL Capital Assurance Inc., a New York stock insurance corporation. The Surety Provider shall constitute an “Enhancement Provider” with respect to the Series 2006-2 Notes for all purposes under the Indenture and the other Related Documents.

“Surety Provider Fee” is defined in the Premium Letter.

“Surety Provider Monthly Interest” means, with respect to any Distribution Date, an amount equal to the product of (i) the aggregate amount of principal payments drawn on the Surety Bond as of the close of business on the Distribution Date preceding such Distribution Date, (ii) the Late Payment Rate (as defined in the Insurance Agreement) and (iii) the number of days in the Series 2006-2 Interest Period for such Distribution Date divided by 365.

“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.

“Taxes” means any and all present or future taxes, levies, imposts, duties, deductions, charges or withholdings imposed by any Governmental Authority.

“Termination Date Disbursement” means an amount drawn under a Series 2006-2 Letter of Credit pursuant to a Certificate of Termination Date Demand.

“Termination Disbursement” means an amount drawn under a Series 2006-2 Letter of Credit pursuant to a Certificate of Termination Demand.

“Three Month Average Vehicle Lease Term” means, as of any Determination Date, the average of the Average Vehicle Lease Term for such Determination Date and the two preceding Determination Dates.

“Transfer Supplement” is defined in Section 11.1(c).

“Transferee” is defined in Section 11.1(f).

“Trustee” is defined in the recitals hereto.

“Unpaid Demand Note Disbursement” means an amount drawn under a Series 2006-2 Letter of Credit pursuant to a Certificate of Unpaid Demand Note Demand.

“Voting Stock” means, with respect to any Person, the common stock or membership interests of such Person and any other security of, or ownership interest in, such Person having ordinary voting power to elect a majority of the board of directors or a majority of the managers (or other Persons serving similar functions) of such Person.

“Waiver Event” means the occurrence of the delivery of a Waiver Request and the subsequent waiver of any Series 2006-2 Maximum Amount.

“Waiver Request” is defined in Article V.

ARTICLE II

PURCHASE AND SALE OF SERIES 2006-2 NOTES;

INCREASES AND DECREASES OF SERIES 2006-2 INVESTED AMOUNT

Section 2.1. Purchases of the Series 2006-2 Notes. (a) Initial Purchases. Subject to the terms and conditions of this Supplement, including delivery of notice in accordance with Section 2.3, (i) each CP Conduit Purchaser shall purchase a Series 2006-2 Note in an amount equal to all or a portion of its Commitment Percentage of the Series 2006-2 Initial

Invested Amount on any Business Day during the period from the Effective Date (the “Series 2006-2 Closing Date”) to and including the Expiry Date with respect to such CP Conduit Purchaser, and (ii) thereafter, such CP Conduit Purchaser shall maintain its Series 2006-2 Note, subject to increase or decrease during the period from the Series 2006-2 Closing Date to and including the Expiry Date with respect to such CP Conduit Purchaser, in accordance with the provisions of this Supplement. Payments by each CP Conduit Purchaser shall be made in immediately available funds on the Series 2006-2 Closing Date to the Funding Agent with respect to such CP Conduit Purchaser for remittance to the Trustee for deposit into the Series 2006-2 Collection Account.

(b) Maximum Purchaser Group Invested Amounts. Notwithstanding anything to the contrary contained in this Supplement, at no time shall the Purchaser Group Invested Amount with respect to any Purchaser Group exceed the Commitment Amount with respect to such Purchaser Group at such time.

(c) Form of Series 2006-2 Notes. The Series 2006-2 Notes shall be issued in fully registered form without interest coupons, substantially in the form set forth in Exhibit A.

Section 2.2. Delivery. (a) On the Series 2006-2 Closing Date, CRCF shall sign and shall direct the Trustee in writing pursuant to Section 2.2 of the Base Indenture to duly authenticate, and the Trustee, upon receiving such direction, shall so authenticate a Series 2006-2 Note in the name of the Funding Agent with respect to each Purchaser Group in an amount equal to the Commitment Amount with respect to such Purchaser Group and deliver such Series 2006-2 Note to such Funding Agent in accordance with such written directions.

(b) The Administrative Agent shall maintain a record of the actual Purchaser Group Invested Amount outstanding with respect to each Purchaser Group and the actual Series 2006-2 Invested Amount outstanding on any date of determination, which, absent manifest error, shall constitute prima facie evidence of the outstanding Purchaser Group Invested Amounts and outstanding Series 2006-2 Invested Amount from time to time. Upon a written request from the Trustee or the Surety Provider, the Administrative Agent shall provide in writing the identity of the Purchaser Groups, the related Funding Agents, the Purchaser Group Invested Amount for each Purchaser Group and the Commitment Percentage with respect to such Purchaser Group to the Trustee or the Surety Provider, as applicable.

Section 2.3. Procedure for Initial Issuance and for Increasing the Series 2006-2 Invested Amount. (a) Subject to Section 2.3(b), (i) on the Series 2006-2 Closing Date, each CP Conduit Purchaser shall purchase a Series 2006-2 Note in accordance with Section 2.1 and (ii) on any Business Day during the period from the Effective Date to and including the Expiry Date with respect to a CP Conduit Purchaser, such CP Conduit Purchaser agrees that the Purchaser Group Invested Amount with respect to such Purchaser Group may be increased by an amount equal to its Commitment Percentage with respect to such Purchaser Group of the Increase Amount (an “Increase”), upon the request of CRCF (each date on which an increase in the Series 2006-2 Invested Amount occurs hereunder being herein referred to as the “Increase Date” applicable to such Increase); provided, however, that CRCF shall have given the Administrative Agent (with a copy to the Trustee and the Surety Provider) irrevocable written notice (effective upon receipt), by telecopy (receipt confirmed), substantially in the form of Exhibit B, of such

request no later than 3:00 p.m. (New York City time) on the second Business Day prior to the Series 2006-2 Closing Date or such Increase Date, as the case may be. Such notice shall state (x) the Series 2006-2 Closing Date or the Increase Date, as the case may be, and (y) the initial invested amount (the “Series 2006-2 Initial Invested Amount”) or the proposed amount of the increase in the Series 2006-2 Invested Amount (an “Increase Amount”), as the case may be.

(b) No CP Conduit Purchaser shall be required to make the initial purchase of a Series 2006-2 Note on the Series 2006-2 Closing Date or to increase its Purchaser Group Invested Amount on any Increase Date hereunder unless:

(i) such Purchaser Group’s Commitment Percentage of the Series 2006-2 Initial Invested Amount or such Increase Amount is equal to (A) $1,000,000 or an integral multiple of $100,000 in excess thereof or (B) if less, the excess of the Commitment Amount with respect to such Purchaser Group over the Purchaser Group Invested Amount with respect to such Purchaser Group;

(ii) after giving effect to the Series 2006-2 Initial Invested Amount or such Increase Amount, (A) the Purchaser Group Invested Amount with respect to such Purchaser Group would not exceed the Commitment Amount with respect to such Purchaser Group and (B) the Series 2006-2 Invested Amount would not exceed the Series 2006-2 Maximum Invested Amount;

(iii) after giving effect to the Series 2006-2 Initial Invested Amount or such Increase Amount, no AESOP I Operating Lease Vehicle Deficiency would occur and be continuing;

(iv) no Amortization Event or Potential Amortization Event would occur and be continuing prior to or after giving effect to such Series 2006-2 Initial Invested Amount or such Increase;

(v) not more than two Increases have occurred in the four (4) Business Days immediately preceding the date of such Increase;

(vi) all of the representations and warranties made by each of CRCF, the Lessees, the Lessors and the Administrator in the Base Indenture, this Supplement and the Related Documents to which each is a party are true and correct in all material respects on and as of the Series 2006-2 Closing Date or such Increase Date, as the case may be, as if made on and as of such date (except to the extent such representations and warranties are expressly made as of another date);

(vii) no CP Disruption Event with respect to any CP Conduit Purchaser shall have occurred and be continuing as of such date;

(viii) after giving effect to the Increase, the aggregate notional amount of Series 2006-2 Interest Rate Xxxxxx satisfying the requirements of Section 3.11(a) equals or exceeds the Series 2006-2 Invested Amount; and

(ix) all conditions precedent to the making of any Loan under the applicable Loan Agreements would be satisfied.

CRCF’s acceptance of funds in connection with (x) the initial purchase of Series 2006-2 Notes on the Series 2006-2 Closing Date and (y) each Increase occurring on any Increase Date shall constitute a representation and warranty by CRCF to the Purchaser Groups as of the Series 2006-2 Closing Date or such Increase Date (except to the extent such representations and warranties are expressly made as of another date), as the case may be, that all of the conditions contained in this Section 2.3(b) have been satisfied.

(c) Upon receipt of any notice required by Section 2.3(a) from CRCF, the Administrative Agent shall promptly forward (by telecopy or electronic messaging system) a copy of such notice to the Funding Agent with respect to each Purchaser Group. After receipt by any Funding Agent with respect to a Purchaser Group of such notice from the Administrative Agent, such Funding Agent shall, so long as the conditions set forth in Sections 2.3(a) and (b) are satisfied, promptly provide telephonic notice to the related CP Conduit Purchaser, of the Increase Date and of such Purchaser Group’s Commitment Percentage of the Increase Amount. Each CP Conduit Purchaser shall pay in immediately available funds its Commitment Percentage of the amount of such Increase on the related Increase Date to the Funding Agent with respect to such Purchaser Group for deposit into the Series 2006-2 Collection Account. Each Funding Agent shall remit the amounts received by it from its CP Conduit Purchaser pursuant to this Section 2.3(c) to the Trustee for deposit into the Series 2006-2 Collection Account.

Section 2.4. Sales of Series 2006-2 Notes. Notwithstanding any limitation to the contrary contained herein, each CP Conduit Purchaser may, in its own discretion, at any time, sell or assign all or any portion of its Purchaser Group Invested Amount to any Conduit Assignee or to the APA Banks with respect to such CP Conduit Purchaser pursuant to, and subject to the terms and conditions of, the Asset Purchase Agreement with respect to such CP Conduit Purchaser.

Section 2.5. Procedure for Decreasing the Series 2006-2 Invested Amount; Optional Termination. (a) (i) On any Business Day on which no Series 2006-2 Lease Payment Deficit exists, upon the written request of CRCF or the Administrator on behalf of CRCF, the Series 2006-2 Invested Amount may be reduced by the Trustee’s withdrawing (x) during the Series 2006-2 Revolving Period, funds available in the Series 2006-2 Excess Collection Account and (y) after the Series 2006-2 Revolving Period, funds available in the Series 2006-2 Collection Account or the Series 2006-2 Excess Collection Account, depositing such funds into the Series 2006-2 Distribution Account and distributing such funds to the Administrative Agent on such day in accordance with Section 3.5(b)(i) in an amount not to exceed the amount of such funds on deposit on such Business Day; provided that CRCF shall have given the Administrative Agent (with a copy to the Trustee and the Surety Provider) irrevocable written notice (effective upon receipt) of the amount of such Decrease prior to 9:30 a.m. (New York City time) on the fifth Business Day prior to such Decrease; provided, further, that any such Decrease shall be in an amount equal to $10,000,000 and integral multiples of $500,000 in excess thereof (or, if such Decrease will be used to reduce one or more Non-Extending Purchaser Group’s Purchaser Group Invested Amounts, such Decrease may be in such amount as is necessary to reduce the Purchaser Group Invested Amounts of all such Non-Extending Purchaser Groups to zero). Upon each

Decrease, the Administrative Agent shall indicate in its records each such Decrease and the Purchaser Group Invested Amount outstanding with respect to each Purchaser Group after giving effect to such Decrease.

(ii) On any Mandatory Decrease Date with respect to a CP Conduit Purchaser, upon the written request of CRCF or the Administrator on behalf of CRCF, the CP Conduit Funded Amount with respect to such CP Conduit Purchaser may be reduced by the Trustee’s withdrawing available funds from the Series 2006-2 Collection Account, depositing such funds into the Series 2006-2 Distribution Account and distributing such funds to the Administrative Agent on such day in accordance with Section 3.5(b)(ii); provided that CRCF shall have given the Administrative Agent (with a copy to the Trustee and the Surety Provider) irrevocable written notice (effective upon receipt) of the amount of such Decrease prior to 9:30 a.m. (New York City time) on the third Business Day prior to such Mandatory Decrease Date; provided, further, that the amount deposited into the Series 2006-2 Distribution Account pursuant to this Section 2.5(a)(ii) on any Mandatory Decrease Date shall be at least equal to the sum of the Mandatory Decrease Amounts with respect to each CP Conduit Purchaser for which such date is a Mandatory Decrease Date. Upon payment of each such Mandatory Decrease Amount to the Administrative Agent, the Administrative Agent shall indicate in its records each such Decrease and the Purchaser Group Invested Amount with respect to each related Purchaser Group after giving effect to such Decrease.

(iii) Upon receipt of any notice required by Section 2.5(a)(i) or (ii) from CRCF, the Administrative Agent shall forward (by telecopy or electronic messaging system) a copy of such notice to the Funding Agent with respect to each affected Purchaser Group, no later than 1:00 p.m. (New York City time) on the Business Day received.

(b) On any Business Day during the Series 2006-2 Revolving Period, CRCF shall have the right to deliver an irrevocable written notice (an “Optional Termination Notice”) to the Administrative Agent, the Trustee, the Administrator, the Surety Provider and the Rating Agencies in which CRCF declares that the Commitment Amounts shall be irrevocably reduced to zero on the date (the “Optional Termination Date”) set forth in such notice (which date, in any event, shall be a Distribution Date not less than twenty (20) Business Days from the date on which such notice is delivered). Upon receipt of any Optional Termination Notice from CRCF, the Administrative Agent shall promptly notify the Funding Agent with respect to each Purchaser Group thereof.

(c) From and after the Optional Termination Date, the Series 2006-2 Rapid Amortization Period shall commence for all purposes under this Supplement, the Base Indenture and the Related Documents.

(d) If there are Principal Collections in excess of $1,000,000 on deposit in the Series 2006-2 Excess Collection Account on any Business Day on which the Purchaser Group Invested Amount with respect to any Non-Extending Purchaser Group shall not have been reduced to zero and CRCF would be permitted under the terms of Section 2.5(a)(i) to effect a Decrease with such funds, CRCF shall request such a Decrease in accordance with Section 2.5(a)(i) on the earliest possible date.

Section 2.6. Increases and Reductions of the Commitment Amounts; Extensions. (a) CRCF may from time to time request that any Purchaser Group agree to increase its Commitment Amount. An increase in such amount shall only be effective hereunder if (x) both the Surety Provider and such Purchaser Group shall have agreed in writing in their sole discretion to such increase and (y) if such increase results in the increase of the Series 2006-2 Maximum Invested Amount, the Surety Bond shall have been amended to reflect the Series 2006-2 Maximum Invested Amount after giving effect to such increase.

(b) If CRCF desires to extend the Scheduled Expiry Date with respect to the Purchaser Groups, CRCF shall notify the Administrative Agent and the Surety Provider at least 60 days prior to such Scheduled Expiry Date of its desire to extend the Scheduled Expiry Date with respect to the Purchaser Groups, whereupon the Administrative Agent shall notify the Funding Agent with respect to each Purchaser Group of CRCF’s desire to so extend the Scheduled Expiry Date. Each Funding Agent, on behalf of its Purchaser Group, shall notify the Administrative Agent and CRCF in writing of whether such Purchaser Group agrees to an extension of the Scheduled Expiry Date with respect to such Purchaser Group; provided that failure by a Funding Agent or the Surety Provider to respond to such request shall not be construed as a consent by such Purchaser Group to such extension. CRCF shall provide the Surety Provider a copy of any notice received from any Funding Agent relating to the extension of the Scheduled Expiry Date for the related Purchaser Group. The decision to extend or not extend shall be made by each Purchaser Group in its sole discretion and the Surety Provider in its sole discretion. If the Surety Provider fails to consent to the extension of any Scheduled Expiry Date with respect to a Purchaser Group, then such Scheduled Expiry Date shall not be extended. In the event that any Purchaser Group desires to extend its Scheduled Expiry Date for an amount that is less than its Commitment Amount prior to CRCF’s request for an extension, CRCF, in its sole discretion, may with the consent of the Surety Provider accept such extension; provided, however, that such Purchaser Group (x) shall be deemed to be a Non-Extending Purchaser Group for purposes of Section 3.5 having a Purchaser Group Invested Amount equal to the excess of its Purchaser Group Invested Amount over a percentage of its Commitment Amount that will be available after the extension of its Scheduled Expiry Date equal to the percentage equivalent of a fraction, the numerator of which is the sum of the Purchaser Group Invested Amounts with respect to all Extending Purchaser Groups, other than such Purchaser Group and any other Purchaser Group reducing its Commitment Amount, and the denominator of which is the sum of the Commitment Amounts of all Extending Purchaser Groups, other than such Purchaser Group and any other Purchaser Group reducing its Commitment Amount and (y) shall be deemed to be an Extending Purchaser Group with a Commitment Amount equal to the portion of its Commitment Amount that will be available after the extension of its Scheduled Expiry Date. In connection with any request by CRCF to extend the Scheduled Expiry Date pursuant to this Section 2.6(b), CRCF shall provide to the Surety Provider and the Administrative Agent, who shall provide to each Purchaser Group, on or prior to the effective date of any such extension, a certificate of an officer of CRCF making the certifications described in Schedule 8.3(d) of the Base Indenture.

(c) On any Business Day during the Series 2006-2 Revolving Period, CRCF may, upon two (2) Business Days’ prior written notice to the Administrative Agent (effective upon receipt) (with copies to the Administrator, the Trustee and the Surety Provider) reduce the Series 2006-2 Maximum Invested Amount in an amount equal to $10,000,000 or a whole

multiple of $1,000,000 in excess thereof; provided that no such termination or reduction shall be permitted if, after giving effect thereto and to any reduction in the Series 2006-2 Invested Amount on such date, (x) the Purchaser Group Invested Amount with respect to any Purchaser Group would exceed the Commitment Amount with respect to such Purchaser Group then in effect or (y) the Series 2006-2 Invested Amount would exceed the Series 2006-2 Maximum Invested Amount. Any reduction in the Series 2006-2 Maximum Invested Amount shall be made on a pro rata basis to the Commitment Amounts with respect to the Purchaser Groups, based on the Commitment Amount with respect to each Purchaser Group. Once reduced, the Commitment Amounts may not be subsequently reinstated without the Surety Provider’s and each such Purchaser Group’s prior written consent, which consent shall be granted or not in the sole discretion of the Surety Provider and each such Purchaser Group.

(d) If, after receiving a request for extension of its Scheduled Expiry Date from CRCF pursuant to Section 2.6(b), (1) the Funding Agent with respect to a CP Conduit Purchaser notifies CRCF and the Surety Provider in writing of its decision not to extend its Scheduled Expiry Date as requested, (2) the Funding Agent with respect to a CP Conduit Purchaser fails to respond to CRCF’s request within 30 days of its receipt of such request, (3) the Surety Provider notifies CRCF in writing that it does not consent to the extension of the Scheduled Expiry Date with respect to the related Purchaser Group or (4) the Surety Provider fails to respond to CRCF’s request within 30 days of such request, then at the request of CRCF, such CP Conduit Purchaser and the APA Banks with respect to such CP Conduit Purchaser shall on a Distribution Date thereafter selected by CRCF (or such other date as may be agreed by CRCF, the Funding Agent and the Administrative Agent) assign all or any portion of their respective rights and obligations under this Supplement and the Series 2006-2 Notes pursuant to Section 11.1 to a replacement CP Conduit Purchaser and the APA Banks with respect to such replacement CP Conduit Purchaser selected by CRCF and consented to by the Surety Provider upon payment by the replacement CP Conduit Purchaser and the APA Banks with respect to such replacement CP Conduit Purchaser (or upon payment by CRCF as agreed to by CRCF, the assignor and the assignee) of an amount equal to (i) the Purchaser Group Invested Amount with respect to such Non-Extending Purchaser Group, plus (ii) the sum of (x) the aggregate amount of accrued and unpaid Discount on or in respect of the Commercial Paper issued by, or for the benefit of, the CP Conduit Purchaser in such Non-Extending Purchaser Group, allocated in whole or in part, by the Funding Agent with respect to such CP Conduit Purchaser, to fund the purchase or maintenance of the CP Funded Amount with respect to such Non-Extending Purchaser Group as of the date (the “Purchase Effective Date”) of the assignment to the replacement CP Conduit Purchaser and the APA Banks with respect to such CP Conduit Purchaser and (y) the aggregate amount of Discount to accrue on or in respect of the Commercial Paper issued by, or for the benefit of, such CP Conduit Purchaser allocated, in whole or in part, by the Funding Agent with respect to such CP Conduit Purchaser, to fund the purchase or maintenance of the CP Funded Amount with respect to such Non-Extending Purchaser Group from and including the Purchase Effective Date to and excluding the maturity dates of such Commercial Paper, plus (iii) all accrued and unpaid interest on the APA Bank Funded Amount with respect to such Purchaser Group, calculated at the Alternate Base Rate or the applicable Adjusted LIBO Rate plus the Applicable Margin as of the Purchase Effective Date, plus (iv) for each day from but excluding the last day of the Series 2006-2 Interest Period immediately preceding the Purchase Effective Date, an amount equal to (x) the CP Funded Amount with respect to such Non-Extending Purchaser Group on such day times (y) the Program Fee Rate

divided by (z) 360, plus (v) for each day from but excluding the last day of the Series 2006-2 Interest Period immediately preceding the Purchase Effective Date, an amount equal to (x) the Liquidity Amount with respect to such Non-Extending Purchaser Group times (y) the Liquidity Fee Rate divided by (z) 360, plus (vi) all Article VII Costs then due and payable to such Non-Extending Purchaser Group, plus (vii) without duplication, any other amounts then due and payable to such Non-Extending Purchaser Group pursuant to this Supplement.

(e) CRCF may at any time add a multi-seller commercial paper conduit as an additional CP Conduit Purchaser (an “Additional CP Conduit Purchaser”) and one or more banks providing support to the Additional CP Conduit Purchaser as APA Banks with respect to the Additional CP Conduit Purchaser (the “Related Additional APA Banks”), with the prior written consent of the Administrative Agent (which consent shall not be unreasonably withheld), by providing at least ten (10) Business Days’ prior written notice (a copy of which shall be provided to the Surety Provider and the Rating Agencies) of (i) the names of the Additional CP Conduit Purchaser, the Related Additional APA Banks and the funding agent with respect to the Additional CP Conduit Purchaser and the Related Additional APA Banks (the “Additional Funding Agent”), (ii) the date on which CRCF desires to effect such addition (the “Purchaser Group Addition Date”), (iii) the proposed Commitment Amount with respect to the Additional CP Conduit Purchaser and the Related Additional APA Banks, (iv) the Commitment Percentage of each Purchaser Group on the Purchaser Group Addition Date, after giving effect to the addition of the Additional CP Conduit Purchaser and the Related Additional APA Banks and (v) the Mandatory Liquidity Percentage with respect to the additional Purchaser Group. On the Purchaser Group Addition Date, each CP Conduit Purchaser, the APA Banks with respect to such CP Conduit Purchaser and the Funding Agent with respect to such CP Conduit Purchaser shall make an assignment and assumption to the Additional CP Conduit Purchaser, the Related Additional APA Banks and the Additional Funding Agent pursuant to Section 11.1, as directed by the Administrative Agent, with the result that after giving effect thereto, the Purchaser Group Invested Amount with respect to each such Purchaser Group shall equal the product of (x) the Series 2006-2 Invested Amount on the Purchaser Group Addition Date and (y) the Commitment Percentage of such Purchaser Group on the Purchaser Group Addition Date, after giving effect to the addition of the Additional CP Conduit Purchaser and the Related Additional APA Banks. No Purchaser Group shall be required to make any assignment unless such assigning Purchaser Group shall receive in cash an amount equal to the reduction in its Series 2006-2 Invested Amount.

Section 2.7. Interest; Fees. (a) Interest shall be payable on the Series 2006-2 Notes on each Distribution Date pursuant to Section 3.3.

(b) CRCF shall pay with funds available pursuant to Section 3.3(a) to the Administrative Agent, for the account of each Purchaser Group, on each Distribution Date, a liquidity fee with respect to the Series 2006-2 Interest Period ending on the day preceding such Distribution Date (the “Liquidity Fee”) during the period from the Series 2006-2 Closing Date to and including the Series 2006-2 Termination Date at the Liquidity Fee Rate of the Liquidity Amount with respect to such Purchaser Group during such Series 2006-2 Interest Period. The Liquidity Fees shall be payable monthly in arrears on each Distribution Date.

(c) The Funding Agent for any Purchaser Group shall, in consultation with the Administrator on behalf of CRCF, allocate all or a portion of any APA Bank Funded Amount to one or more Eurodollar Tranches. The portion of any APA Bank Funded Amount allocated to a Eurodollar Tranche shall bear interest at the Adjusted LIBO Rate for the related Eurodollar Period plus the Applicable Margin. If the Funding Agent and the Administrator determine that allocation of all or any portion of the APA Bank Funded Amount to one or more Eurodollar Tranches is not practical or advisable, then the portion of the APA Bank Funded Amount for any Purchaser Group not allocated to a Eurodollar Tranche shall be part of the Floating Tranche.

(d) Calculations of per annum rates under this Supplement shall be made on the basis of a 360- (or 365-/366- in the case of interest on the Floating Tranche based on the Prime Rate) day year. Calculations of Liquidity Fees shall be made on the basis of a 360-day year. Each determination of the Adjusted LIBOR Rate by the Administrative Agent shall be conclusive and binding upon each of the parties hereto in the absence of manifest error.

Section 2.8. Indemnification by CRCF. CRCF agrees to indemnify and hold harmless the Trustee, the Administrative Agent, each Funding Agent, the Surety Provider, each CP Conduit Purchaser, each APA Bank and each of their respective officers, directors, agents and employees (each, a “Company indemnified person”) from and against any loss, liability, expense, damage or injury suffered or sustained by (a “Claim”) such Company indemnified person by reason of (i) any acts, omissions or alleged acts or omissions arising out of, or relating to, activities of CRCF pursuant to the Indenture or the other Related Documents to which it is a party, (ii) a breach of any representation or warranty made or deemed made by CRCF (or any of its officers) in the Indenture or other Related Document or (iii) a failure by CRCF to comply with any applicable law or regulation or to perform its covenants, agreements, duties or obligations required to be performed or observed by it in accordance with the provisions of the Indenture or the other Related Documents, including, but not limited to, any judgment, award, settlement, reasonable attorneys’ fees and other reasonable costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim, except to the extent such loss, liability, expense, damage or injury resulted from the gross negligence, bad faith or willful misconduct of such Company indemnified person or its officers, directors, agents, principals, employees or employers or includes any Excluded Taxes; provided that any payments made by CRCF pursuant to this Section 2.8 shall be made solely from funds available pursuant to Section 3.3(f), shall be non-recourse other than with respect to such funds, and shall not constitute a claim against CRCF to the extent that such funds are insufficient to make such payment.

Section 2.9. Funding Agents. (a) The Funding Agent with respect to each Purchaser Group is hereby authorized to record on each Business Day the CP Funded Amount with respect to such Purchaser Group and the aggregate amount of Discount accruing with respect thereto on such Business Day and the APA Bank Funded Amount with respect to such Purchaser Group and the amount of interest accruing with respect thereto on such Business Day and, based on such recordations, to determine the Monthly Funding Costs with respect to each Series 2006-2 Interest Period and such Purchaser Group. Any such recordation by a Funding Agent, absent manifest error, shall constitute prima facie evidence of the accuracy of the information so recorded. Furthermore, the Funding Agent with respect to each Purchaser Group shall maintain records sufficient to identify the percentage interest of the related CP Conduit

Purchaser and each APA Bank with respect to such Purchaser Group holding an interest in the Series 2006-2 Note registered in the name of such Funding Agent and any amounts owing thereunder.

(b) Upon receipt of funds from the Administrative Agent on each Distribution Date and the date of any Decrease, each Funding Agent shall pay such funds to the related CP Conduit Purchaser and/or the related APA Bank owed such funds in accordance with the recordations maintained by it in accordance with Section 2.9(a) and the Asset Purchase Agreement with respect to such CP Conduit Purchaser. If a Funding Agent shall have paid to any CP Conduit Purchaser or APA Bank any funds that (i) must be returned for any reason (including bankruptcy) or (ii) exceeds that which such CP Conduit Purchaser or APA Bank was entitled to receive, such amount shall be promptly repaid to such Funding Agent by such CP Conduit Purchaser or APA Bank.

ARTICLE III

SERIES 2006-2 ALLOCATIONS

With respect to the Series 2006-2 Notes, the following shall apply:

Section 3.1. Establishment of Series 2006-2 Collection Account, Series 2006-2 Excess Collection Account and Series 2006-2 Accrued Interest Account. (a) All Collections allocable to the Series 2006-2 Notes shall be allocated to the Collection Account.

(b) The Trustee will create three administrative sub-accounts within the Collection Account for the benefit of the Series 2006-2 Noteholders, each Series 2006-2 Interest Rate Swap Counterparty and the Surety Provider: the Series 2006-2 Collection Account (such sub-account, the “Series 2006-2 Collection Account”), the Series 2006-2 Excess Collection Account (such sub-account, the “Series 2006-2 Excess Collection Account”) and the Series 2006-2 Accrued Interest Account (such sub-account, the “Series 2006-2 Accrued Interest Account”).

Section 3.2. Allocations with Respect to the Series 2006-2 Notes. The net proceeds from the initial sale of the Series 2006-2 Notes and any Increase shall be deposited into the Collection Account. On each Business Day on which Collections are deposited into the Collection Account (each such date, a “Series 2006-2 Deposit Date”), the Administrator shall 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 3.2:

(a) Allocations of Collections During the Series 2006-2 Revolving Period. During the Series 2006-2 Revolving Period, the Administrator shall 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 2006-2 Deposit Date, all amounts deposited into the Collection Account as set forth below:

(i) allocate to the Series 2006-2 Accrued Interest Account an amount equal to the sum of (A) the Series 2006-2 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 2006-2 Interest Rate Xxxxxx; and

(ii) allocate to the Series 2006-2 Excess Collection Account the sum of (A) the Series 2006-2 Invested Percentage (as of such day) of the aggregate amount of Principal Collections on such day (for any such day, the “Series 2006-2 Principal Allocation”) and (B) the proceeds from the initial issuance of the Series 2006-2 Notes and from any Increase; provided, however, if a Waiver Event shall have occurred, then such allocation shall be modified as provided in Article V.

(b) Allocations of Collections During the Series 2006-2 Controlled Amortization Period. With respect to the Series 2006-2 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 2006-2 Deposit Date, all amounts deposited into the Collection Account as set forth below:

(i) allocate to the Series 2006-2 Accrued Interest Account an amount determined as set forth in Section 3.2(a)(i) above for such day; and

(ii) allocate to the Series 2006-2 Collection Account an amount equal to the Series 2006-2 Principal Allocation for such day, which amount shall be used to make principal payments in respect of the Series 2006-2 Notes or make a Decrease pursuant to Section 2.5(a)(i) or (ii); provided, however, that if the Monthly Total Principal Allocation exceeds the lesser of (x) the Series 2006-2 Controlled Distribution Amount and (y) the Series 2006-2 Invested Amount on such Series 2006-2 Deposit Date, then the amount of such excess shall be allocated to the Series 2006-2 Excess Collection Account; and provided, further, that if a Waiver Event shall have occurred, then such allocation shall be modified as provided in Article V.

(c) Allocations of Collections During the Series 2006-2 Rapid Amortization Period. With respect to the Series 2006-2 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 shall 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 2006-2 Deposit Date, all amounts deposited into the Collection Account as set forth below:

(i) allocate to the Series 2006-2 Accrued Interest Account an amount determined as set forth in Section 3.2(a)(i) above for such day; and

without preference or priority of any kind, until the Series 2006-2 Invested Amount is paid in full or make a Decrease pursuant to Section 2.5(a)(i) or (ii); 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 2006-2 Notes, Series 2006-2 Interest Rate Hedge Proceeds and other amounts available pursuant to Section 3.3 to pay Series 2006-2 Monthly Interest, the Series 2006-2 Liquidity Fee Amount and any Fixed Rate Payments on the next succeeding Distribution Date will be less than the sum of Series 2006-2 Adjusted Monthly Interest for the next succeeding Distribution Date, Series 2006-2 Liquidity Fee Amount for such Distribution Date and any Fixed Rate Payments for the Series 2006-2 Interest Period ending on the day preceding such Distribution Date and (B) the Series 2006-2 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 2006-2 Notes during the Related Month equal to the lesser of such insufficiency and the Series 2006-2 Enhancement Amount to the Series 2006-2 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 shall 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 2006-2 Deposit Date, all amounts deposited into the Collection Account as set forth below:

(i) allocate to the Series 2006-2 Accrued Interest Account an amount equal to the sum of (A) the Series 2006-2 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 and (B) any amounts received by the Trustee in respect of the Series 2006-2 Interest Rate Xxxxxx on such day; and

(ii) allocate to the Series 2006-2 Collection Account an amount equal to the Series 2006-2 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 2006-2 Notes until the Series 2006-2 Notes have been paid in full or make a Decrease pursuant to Section 2.5(a)(i) or (ii); 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 2006-2 Notes, Series 2006-2 Interest Rate Hedge Proceeds and other amounts available pursuant to Section 3.3 to pay Series 2006-2 Monthly Interest, the Series 2006-2 Liquidity Fee Amount and any Fixed Rate Payments on the next succeeding Distribution Date will be less than the sum of Series 2006-2 Adjusted Monthly Interest for the next succeeding Distribution Date, Series 20062 Liquidity Fee Amount for such Distribution Date and any Fixed Rate Payments for the Series 2006-2 Interest

Period ending on the day preceding such Distribution Date and (B) the Series 2006-2 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 2006-2 Notes during the Related Month equal to the lesser of such insufficiency and the Series 2006-2 Enhancement Amount to the Series 2006-2 Accrued Interest Account to be treated as Interest Collections on such Distribution Date.

(e) Allocations From Other Series. Amounts allocated to other Series of Notes that have been reallocated by CRCF to the Series 2006-2 Notes (i) during the Series 2006-2 Revolving Period shall be allocated to the Series 2006-2 Excess Collection Account and applied in accordance with Section 3.2(f) and (ii) during the Series 2006-2 Controlled Amortization Period or the Series 2006-2 Rapid Amortization Period shall be allocated to the Series 2006-2 Collection Account and applied in accordance with Section 3.2(b)(ii), (c)(ii) or (d)(ii), as the case may be, to make principal payments in respect of the Series 2006-2 Notes.

(f) Series 2006-2 Excess Collection Account. Amounts allocated to the Series 2006-2 Excess Collection Account on any Series 2006-2 Deposit Date will be (i) first, used to reduce the Purchaser Group Invested Amount with respect to any Non-Extending Purchaser Group to the extent required pursuant to Section 2.5(d), (ii) second, deposited in the Series 2006-2 Reserve Account in an amount up to the excess, if any, of the Series 2006-2 Required Reserve Account Amount for such date, after giving effect to any Increase or Decrease on such date, over the Series 2006-2 Available Reserve Account Amount for such date, (iii) third, to the extent directed by CRCF used to pay the principal amount of other Series of Notes that are then required to be paid, (iv) fourth, to the extent directed in writing by the Administrator, used to make a Decrease in the Series 2006-2 Invested Amount, (v) fifth, to the extent directed in writing by the Administrator used to make a voluntary decrease in the Invested Amount of any other Series of Notes that may be reduced in accordance with the Indenture, (vi) sixth, released to AESOP Leasing in an amount equal to (A) the Loan Agreement’s Share with respect to the AESOP I Operating Lease Loan Agreement as of such date times (B) 100% minus the Loan Payment Allocation Percentage with respect to the AESOP I Operating Lease Loan Agreement as of such date times (C) the amount of any remaining funds and (vii) seventh, paid to CRCF for any use permitted by the Related Documents, including to make Loans under the Loan Agreements to the extent the Borrowers have requested Loans thereunder and Eligible Vehicles are available for financing thereunder; provided, in the case of clauses (v), (vi) and (vii), that no 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 2006-2 Excess Collection Account will be withdrawn by the Trustee, deposited in the Series 2006-2 Collection Account and allocated as Principal Collections to reduce the Series 2006-2 Invested Amount on the immediately succeeding Distribution Date.

(g) Past Due Rent Payments. Notwithstanding Section 3.2(a) or Section 3.2(b), at any time prior to the commencement of the Series 2006-2 Rapid Amortization Period if after the occurrence of a Series 2006-2 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 2006-2 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 2006-2 Collection Account an amount equal to the Series 2006-2 Invested Percentage as of the date of the occurrence of such Series 2006-2 Lease Payment Deficit of the Collections attributable to such Past Due Rent Payment (the “Series 2006-2 Past Due Rent Payment”). Unless the Series 2006-2 Rapid Amortization Period has commenced, the Administrator shall instruct the Trustee in writing pursuant to the Administration Agreement to withdraw from the Series 2006-2 Collection Account and apply the Series 2006-2 Past Due Rent Payment in the following order:

(i) if the occurrence of the related Series 2006-2 Lease Payment Deficit resulted in one or more Lease Deficit Disbursements being made under the Series 2006-2 Letters of Credit, pay to each Series 2006-2 Letter of Credit Provider who made such a Lease Deficit Disbursement for application in accordance with the provisions of the applicable Series 2006-2 Reimbursement Agreement an amount equal to the lesser of (x) the unreimbursed amount of such Series 2006-2 Letter of Credit Provider’s Lease Deficit Disbursement and (y) such Series 2006-2 Letter of Credit Provider’s pro rata share, calculated on the basis of the unreimbursed amount of each Series 2006-2 Letter of Credit Provider’s Lease Deficit Disbursement, of the amount of the Series 2006-2 Past Due Rent Payment;

(ii) if the occurrence of such Series 2006-2 Lease Payment Deficit resulted in a withdrawal being made from the Series 2006-2 Cash Collateral Account, deposit in the Series 2006-2 Cash Collateral Account an amount equal to the lesser of (x) the amount of the Series 2006-2 Past Due Rent Payment remaining after any payment pursuant to clause (i) above and (y) the amount withdrawn from the Series 2006-2 Cash Collateral Account on account of such Series 2006-2 Lease Payment Deficit;

(iii) if the occurrence of such Series 2006-2 Lease Payment Deficit resulted in a withdrawal being made from the Series 2006-2 Reserve Account pursuant to Section 3.3(d), deposit in the Series 2006-2 Reserve Account an amount equal to the lesser of (x) the Series 2006-2 Past Due Rent Payment remaining after any payment pursuant to clauses (i) and (ii) above and (y) the excess, if any, of the Series 2006-2 Required Reserve Account Amount over the Series 2006-2 Available Reserve Account Amount on such day;

(iv) allocate to the Series 2006-2 Accrued Interest Account the amount, if any, by which the Series 2006-2 Lease Interest Payment Deficit, if any, relating to such Series 2006-2 Lease Payment Deficit exceeds the amount of the Series 2006-2 Past Due Rent Payment applied pursuant to clauses (i), (ii) and (iii) above; and

(v) treat the remaining amount of the Series 2006-2 Past Due Rent Payment as Principal Collections allocated to the Series 2006-2 Notes in accordance with Section 3.2(a)(ii) or 3.2(b)(ii), as the case may be.

Section 3.3. Payments to Noteholders, the Surety Provider and Each Series 2006-2 Interest Rate Swap Counterparty.

The Funding Agent with respect to each Purchaser Group shall provide written notice to the Administrative Agent (x) no later than two (2) Business Days prior to each Determination Date, setting forth the Monthly Funding Costs with respect to such Purchaser Group with respect to the portion of the current Series 2006-2 Interest Period ending on such Business Day and a reasonable estimation of the Monthly Funding Costs with respect to such Purchaser Group for the remainder of such Series 2006-2 Interest Period and (y) within three (3) Business Days after the end of each calendar month, setting forth the Monthly Funding Costs (calculated as if such calendar month was a Series 2006-2 Interest Period) with respect to such Purchaser Group for such calendar month. The Administrative Agent shall, within two (2) Business Days following its receipt of such information from each Funding Agent, compile the information provided in such written notice pursuant to (x) or (y) above, as applicable, into one written notice for all Purchaser Groups and forward such notice to the Administrator and the Surety Provider. If the actual amount of the Monthly Funding Costs with respect to any Purchaser Group for a Series 2006-2 Interest Period is less than or greater than the amount thereof estimated by the Funding Agent with respect to such Purchaser Group on a Determination Date, such Funding Agent shall notify the Administrator and the Administrative Agent thereof on the next succeeding Determination Date and the Administrator will reduce or increase the Monthly Funding Costs with respect to such Purchaser Group for the next succeeding Series 2006-2 Interest Period accordingly. The Administrator shall determine the Series 2006-2 Note Rate for the last Series 2006-2 Interest Period on the Determination Date immediately preceding the final Distribution Date based on the information provided by the Funding Agents. If a Funding Agent determines that the actual Monthly Funding Costs with respect to its Purchaser Group for the last Series 2006-2 Interest Period will be more or less than the estimate thereof provided to the Administrator and informs the Administrator of such variance prior to the Distribution Date for such Series 2006-2 Interest Period, the Administrator will recalculate the Series 2006-2 Note Rate for such Series 2006-2 Interest Period.

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 3.3(a) below in respect of all funds available from Series 2006-2 Interest Rate Hedge Proceeds and Interest Collections processed since the preceding Distribution Date and allocated to the holders of the Series 2006-2 Notes.

(a) Note Interest, Liquidity Fees and Other Fees with respect to the Series 2006-2 Notes and Payments on the Series 2006-2 Interest Rate Swaps and to the Surety Provider. 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 3.4 from the Series 2006-2 Accrued Interest

Account to the extent funds are anticipated to be available from Interest Collections allocable to the Series 2006-2 Notes and the Series 2006-2 Interest Rate Hedge Proceeds processed from, but not including, the preceding Distribution Date through the succeeding Distribution Date in respect of (v) an amount equal to the Series 2006-2 Monthly Interest for the Series 2006-2 Interest Period ending on the day preceding the related Distribution Date, (w) an amount equal to the Series 2006-2 Liquidity Fee Amount for the next Distribution Date, (x) an amount equal to any Series 2006-2 Basis Fees for the next Distribution Date, (y) an amount equal to any Fixed Rate Payments for the next Distribution Date and (z) an amount equal to the Surety Provider Fee for such Series 2006-2 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 3.3(a) from the Series 2006-2 Accrued Interest Account and deposit such amounts in the Series 2006-2 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 2006-2 Lease Payment Deficit, such notification to be in the form of Exhibit F (each a “Lease Payment Deficit Notice”).

(c) Draws on Series 2006-2 Letters of Credit For Series 2006-2 Lease Interest Payment Deficits. If the Administrator determines on any Distribution Date that there exists a Series 2006-2 Lease Interest Payment Deficit, the Administrator shall instruct the Trustee in writing to draw on the Series 2006-2 Letters of Credit, if any, and, the Trustee shall, by 12:00 noon (New York City time) on such Distribution Date draw an amount (identified by the Administrator) equal to the least of (i) such Series 2006-2 Lease Interest Payment Deficit, (ii) the excess, if any, of the sum of (A) the Series 2006-2 Adjusted Monthly Interest for such Distribution Date, (B) the Series 2006-2 Liquidity Fee Amount for such Distribution Date, and (C) the amounts described in clauses (y) and (z) of Section 3.3(a) above on such Distribution Date over the amounts available from the Series 2006-2 Accrued Interest Account on such Distribution Date and (iii) the Series 2006-2 Letter of Credit Liquidity Amount on the Series 2006-2 Letters of Credit by presenting to each Series 2006-2 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 2006-2 Distribution Account on such Distribution Date for distribution in accordance with Section 3.4; provided, however, that if the Series 2006-2 Cash Collateral Account has been established and funded, the Trustee shall withdraw from the Series 2006-2 Cash Collateral Account and deposit in the Series 2006-2 Distribution Account an amount equal to the lesser of (x) the Series 2006-2 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 2006-2 Available Cash Collateral Account Amount on such Distribution Date and draw an amount equal to the remainder of such amount on the Series 2006-2 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 2006-2 Letters of Credit.

(d) Withdrawals from Series 2006-2 Reserve Account. If the Administrator determines on any Distribution Date that the amounts available from the Series 2006-2 Accrued Interest Account plus the amount, if any, to be drawn under the Series 2006-2 Letters of Credit and/or withdrawn from the Series 2006-2 Cash Collateral Account pursuant to Section 3.3(c) are insufficient to pay the sum of (A) Series 2006-2 Adjusted Monthly Interest for such Distribution Date, (B) the Series 2006-2 Liquidity Fee Amount for such Distribution Date and (C) the amounts described in clauses (y) and (z) of Section 3.3(a) above on such Distribution Date, the Administrator shall instruct the Trustee in writing to withdraw from the Series 2006-2 Reserve Account and deposit in the Series 2006-2 Distribution Account on such Distribution Date an amount equal to the lesser of the Series 2006-2 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 2006-2 Reserve Account. The Trustee shall withdraw such amount from the Series 2006-2 Reserve Account and deposit such amount in the Series 2006-2 Distribution Account.

(e) Surety Bond.

(i) If the Administrator determines on any Determination Date that the sum of the amounts to be available from the Series 2006-2 Accrued Interest Account plus the amount, if any, to be drawn under the Series 2006-2 Letters of Credit and/or to be withdrawn from the Series 2006-2 Cash Collateral Account pursuant to Section 3.3(c) above plus the amount, if any, to be withdrawn from the Series 2006-2 Reserve Account pursuant to Section 3.3(d) above will be insufficient to pay on the related Distribution Date the sum of (A) the Series 2006-2 Adjusted Monthly Interest for such Distribution Date and (B) the Series 2006-2 Liquidity Fee Amount for such Distribution Date, the Administrator shall instruct the Trustee, prior to 10:00 a.m. (New York City time) on the second Business Day prior to such Distribution Date, 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 Business Day, the Trustee shall, by 12:00 noon (New York City time) on such Business Day, 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 2006-2 Distribution Account. The Trustee shall use the proceeds of any draw on the Surety Bond made pursuant to this paragraph solely for the purpose of making payments of Series 2006-2 Monthly Interest and Liquidity Fees pursuant to Section 3.4 (which collectively shall not exceed Series 2006-2 Capped Senior Amount with respect to the related Distribution Date).

(ii) If, on any Distribution Date following a demand on the Surety Bond pursuant to clause (i) of this Section 3.3(e), the Administrator determines that the sum of (x) the amounts available from the Series 2006-2 Accrued Interest Account plus the amount, if any, to be drawn under the Series 2006-2 Letters of Credit and/or to be withdrawn from the Series 2006-2 Cash Collateral Account pursuant to Section 3.3(c) plus the amount, if any, to be withdrawn from the Series 2006-2 Reserve Account pursuant to 3.3(d) and (y) the amount drawn on

the Surety Bond pursuant to clause (i) of this Section 3.3(e) exceeds the sum of (A) the Series 2006-2 Adjusted Monthly Interest for such Distribution Date and (B) the Series 2006-2 Liquidity Fee Amount for such Distribution Date, then the Administrator shall instruct the Trustee, no later than 12:00 noon (New York City time) on such Distribution Date, to reduce (but not below zero) the demand on the Surety Bond in an amount equal to such excess.

(f) Distributions. 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 amounts available from the Series 2006-2 Accrued Interest Account and the Series 2006-2 Distribution Account, plus the amount, if any, drawn under the Series 2006-2 Letters of Credit and/or withdrawn from the Series 2006-2 Cash Collateral Account pursuant to Section 3.3(c) plus the amount, if any, withdrawn from the Series 2006-2 Reserve Account pursuant to Section 3.3(d), plus the amount, if any, of any demand on the Surety Bond pursuant to Section 3.3(e) as follows:

(i) on each Distribution Date during the Series 2006-2 Revolving Period and the Series 2006-2 Controlled Amortization Period, (1) first, to the Paying Agent, an amount equal to the Series 2006-2 Adjusted Monthly Interest for such Distribution Date to be paid in accordance with Section 3.4, (2) second, to the Paying Agent, an amount equal to the Series 2006-2 Liquidity Fee Amount for such Distribution Date to be paid in accordance with Section 3.4, (3) third, to each Series 2006-2 Interest Rate Swap Counterparty, an amount equal to any Fixed Rate Payment for such Distribution Date due and owing to such Series 2006-2 Interest Rate Swap Counterparty, (4) fourth, to the Paying Agent, an amount equal to the Series 2006-2 Capped Shortfall Amount for such Distribution Date to be paid in accordance with Section 3.4, (5) fifth, to the Surety Provider, in an amount equal to (x) the Surety Provider Fee for the related Series 2006-2 Interest Period and, without duplication (y) any Surety Provider Reimbursement Amounts then due and owing, (6) sixth, to the Trustee, an amount equal to the Series 2006-2 Percentage as of the beginning of such Series 2006-2 Interest Period of the Trustee’s fees for such Series 2006-2 Interest Period, (7) seventh, so long as ABCR is the Administrator as of such Distribution Date, to the Paying Agent, an amount equal to the excess, if any, of (x) the Series 2006-2 Basis Fees for such Distribution Date over (y) the Series 2006-2 Capped Shortfall Amount for such Distribution Date, to be paid in accordance with Section 3.4, (8) eighth, to the Administrator, an amount equal to the Series 2006-2 Percentage as of the beginning of the Series 2006-2 Interest Period ending on the day preceding such Distribution Date of the portion of the Monthly Administration Fee payable by CRCF (as specified in clause (iii) of the definition thereof) for such Series 2006-2 Interest Period, (9) ninth, in the event that ABCR is not the Administrator as of such Distribution Date, to the Paying Agent, an amount equal to the excess, if any, of (x) the Series 2006-2 Basis Fees for such Distribution Date over (y) the Series 2006-2 Capped Shortfall Amount for such Distribution Date, to be paid in accordance with Section 3.4, (10) tenth, to the Series 2006-2 Distribution Account to pay any Article VII Costs, (11) eleventh, 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 2006-2 Percentage as of the beginning of such Series 2006-2 Interest Period of such Carrying Charges (other than Carrying Charges provided for above) for such Series 2006-2 Interest Period, (12) twelfth, if CRCF is required to replace the Series 2006-2 Interest Rate Hedge Counterparty pursuant to Section 3.11(b), the initial payment, if any, to be made by CRCF to the replacement Series 2006-2 Interest Rate Hedge Counterparty, (13) thirteenth, to each Series 2006-2 Interest Rate Hedge Counterparty, any amounts due and owing under the applicable Series 2006-2 Interest Rate Hedge (other than any Fixed Rate Payment and any amounts payable pursuant to clause (12) above) and (14) fourteenth, the balance, if any (“Excess Collections”), shall be withdrawn by the Paying Agent from the Series 2006-2 Collection Account and deposited in the Series 2006-2 Excess Collection Account; and

(ii) on each Distribution Date during the Series 2006-2 Rapid Amortization Period (1) first, to the Paying Agent, an amount equal to Series 2006-2 Adjusted Monthly Interest for such Distribution Date to be paid in accordance with Section 3.4, (2) second, to the Paying Agent, an amount equal to the Series 2006-2 Liquidity Fee Amount for such Distribution Date to be paid in accordance with Section 3.4, (3) third, to each Series 2006-2 Interest Rate Swap Counterparty, an amount equal to any Fixed Rate Payment for such Distribution Date due and owing to such Series 2006-2 Interest Rate Swap Counterparty, (4) fourth, to the Paying Agent, an amount equal to Series 2006-2 Capped Shortfall Amount for such Distribution Date to be paid in accordance with Section 3.4, (5) fifth, to the Surety Provider, in an amount equal to the sum of (x) the Surety Provider Fee for the related Series 2006-2 Interest Period and, without duplication, (y) any Surety Provider Reimbursement Amounts then due and owing, (6) sixth, to the Trustee, an amount equal to the Series 2006-2 Percentage as of the beginning of the Series 2006-2 Interest Period ending on the day preceding such Distribution Date of the Trustee’s fees for such Series 2006-2 Interest Period, (7) seventh, to the Administrator, an amount equal to the Series 2006-2 Percentage as of the beginning of such Series 2006-2 Interest Period of the portion of the Monthly Administration Fee (as specified in clause (iii) of the definition thereof) payable by CRCF for such Series 2006-2 Interest Period, (8) eighth, so long as no Series 2006-2 Lease Payment Deficit exists on such Distribution Date, to the Paying Agent, an amount equal to the excess, if any, of (x) the Series 2006-2 Basis Fees for such Distribution Date over (y) the Series 2006-2 Capped Shortfall Amount for such Distribution Date, to be paid in accordance with Section 3.4, (9) ninth, so long as the Series 2006-2 Invested Amount is greater than the Monthly Total Principal Allocations for the Related Month, an amount equal to the excess of the Series 2006-2 Invested Amount over the Monthly Total Principal Allocations for the Related Month shall be treated as Principal Collections and paid in accordance with Section 3.5(a), (10) tenth, if any Series 2006-2 Lease Payment Deficit exists on such Distribution Date, to the Paying Agent, an amount equal to the excess, if any, of (x) the Series 2006-2 Basis Fees for such Distribution Date over (y) the Series 2006-2 Capped Shortfall

Amount for such Distribution Date, to be paid in accordance with Section 3.4, (11) eleventh, to the Series 2006-2 Distribution Account to pay any Article VII Costs, (12) twelfth, 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 2006-2 Percentage as of the beginning of such Series 2006-2 Interest Period of such Carrying Charges (other than Carrying Charges provided for above) for such Series 2006-2 Interest Period, (13) thirteenth, if CRCF is required to replace the Series 2006-2 Interest Rate Hedge Counterparty pursuant to Section 3.11(b), the initial payment, if any, to be made by CRCF to the replacement Series 2006-2 Interest Rate Hedge Counterparty, (14) fourteenth, to each Series 2006-2 Interest Rate Hedge Counterparty, any amounts due and owing under the applicable Series 2006-2 Interest Rate Hedge (other than any Fixed Rate Payment and any amounts payable pursuant to clause (13) above) and (15) fifteenth, the balance, if any, shall be treated as Principal Collections.

(g) Shortfalls. If the amounts described in Section 3.3 are insufficient to pay the Series 2006-2 Monthly Interest, the Series 2006-2 Liquidity Fee Amount and the Series 2006-2 Basis Fees of the Purchaser Groups on any Distribution Date, payments of interest to the Series 2006-2 Noteholders and payments of Liquidity Fees to the Purchaser Groups will be reduced on a pro rata basis by the amount of such deficiency. Interest shall accrue on the amount of such deficiency at the Alternate Base Rate plus 2% per annum.

Section 3.4. Payment of Note Interest, Liquidity Fees and Series 2006-2 Basis Fees. 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 Administrative Agent for the accounts of the Purchaser Groups from the funds on deposit in the Series 2006-2 Distribution Account available to make payment to the Purchaser Groups determined in accordance with the priority of payments set forth in Section 3.3(f). Upon the receipt of funds from the Paying Agent on each Distribution Date on account of Series 2006-2 Monthly Interest and any Series 2006-2 Basis Fees, the Administrative Agent shall pay to each Funding Agent with respect to a Purchaser Group an amount equal to the Monthly Funding Costs with respect to such Purchaser Group with respect to the Series 2006-2 Interest Period ending on the day preceding such Distribution Date plus the amount of any allocable portion of the Series 2006-2 Basis Fees relating to Series 2006-2 Monthly Interest payable to such Purchaser Group as of the preceding Distribution Date, together with any interest thereon at the Alternate Base Rate plus 2% per annum. If the amount paid to the Administrative Agent on any Distribution Date pursuant to this Section 3.4 on account of Series 2006-2 Monthly Interest for the Series 2006-2 Interest Period ending on the day preceding such Distribution Date and any Series 2006-2 Basis Fees for such Distribution Date relating to Series 2006-2 Monthly Interest is less than such Series 2006-2 Monthly Interest, the Administrative Agent shall pay the amount available to the Funding Agents, on behalf of the Purchaser Groups, on a pro rata basis, based on the Monthly Funding Costs with respect to each Purchaser Group with respect to such Series 2006-2 Interest Period. Upon the receipt of funds from the Paying Agent on each Distribution Date on account of Liquidity Fees and any Series 2006-2 Basis Fees, the Administrative Agent shall pay to each Funding Agent with respect to a Purchaser Group an amount equal to the Liquidity Fee and any allocable portion of the Series 2006-2 Basis Fee payable to such Purchaser Group with respect to

the Series 2006-2 Interest Period ending on the day preceding such Distribution Date relating to unpaid Liquidity Fees and any unpaid Series 2006-2 Basis Fee payable to such Purchaser Group as of the preceding Distribution Date, together with any interest thereon at the Alternate Base Rate plus 2% per annum. If the amount paid to the Administrative Agent on any Distribution Date pursuant to this Section 3.4 on account of Liquidity Fees and any Series 2006-2 Basis Fees with respect to Liquidity Fees is less than the Liquidity Fees and any Series 2006-2 Basis Fees payable on such Distribution Date, the Administrative Agent shall pay the amount available to the Funding Agents, on behalf of the Purchaser Groups, on a pro rata basis, based on the Liquidity Fee and any Series 2006-2 Basis Fee with respect to Liquidity Fees payable to each Purchaser Group on such Distribution Date. Upon the receipt of funds from the Trustee or the Paying Agent on any Distribution Date on account of Article VII Costs, the Administrative Agent shall pay such amounts to the Funding Agent with respect to the CP Conduit Purchaser or the APA Bank owed such amounts. If the amounts paid to the Administrative Agent on any Distribution Date pursuant to this Section 3.4 on account of Article VII Costs are less than the Article VII Costs due and payable on such Distribution Date, the Administrative Agent shall pay the amounts available to the Funding Agents with respect to the CP Conduit Purchasers and APA Banks owed such amounts, on a pro rata basis, based on the Article VII Costs owing to such CP Conduit Purchasers and APA Banks. Due and unpaid Article VII Costs owing to a Purchaser Group shall accrue interest at the Alternate Base Rate plus 2%; provided that Article VII Costs shall not be considered due until the first Distribution Date following five (5) days’ notice to CRCF and the Administrator of such Article VII Costs. Distribution by the Trustee on behalf of the CRCF of funds in respect of any Series 2006-2 Basis Fees, Series 2006-2 Monthly Interest on, and Liquidity Fees in respect of, the Series 2006-2 Notes to the Administrative Agent on behalf of the Purchaser Groups shall discharge the obligation to make such payment whether or not the Administrative Agent shall properly deliver such funds to the applicable Funding Agents.

Section 3.5. Payment of Note Principal. (a) Monthly Payments During Series 2006-2 Controlled Amortization Period or Rapid Amortization Period. Commencing on the first Determination Date after the commencement of the earlier of the Series 2006-2 Controlled Amortization Period or the Series 2006-2 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 3.5 as to (i) the amount allocated to the Series 2006-2 Notes during the Related Month pursuant to Section 3.2(b)(ii), (c)(ii) or (d)(ii), as the case may be, and the portion of such amount, if any, that has been previously applied to make a Decrease pursuant to Section 2.5, (ii) any amounts to be drawn on the Series 2006-2 Demand Notes and/or on the Series 2006-2 Letters of Credit (or withdrawn from the Series 2006-2 Cash Collateral Account), (iii) any amounts to be withdrawn from the Series 2006-2 Reserve Account and deposited into the Series 2006-2 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 2006-2 Notes during the Related Month pursuant to Section 3.2(b)(ii), (c)(ii) or (d)(ii), as the case may be, less the portion of such amount, if any, that has been previously applied to make a Decrease pursuant to Section 2.5, from the Series 2006-2 Collection Account and deposit such amount in the Series 2006-2 Distribution Account, to be paid as principal to the holders of the Series 2006-2 Notes.

(b) Decreases. (i) On any Business Day on which a Decrease is to be made pursuant to Section 2.5(a)(i), the Trustee shall withdraw from the Series 2006-2 Excess Collection Account and/or the Series 2006-2 Collection Account in accordance with the written instructions of the Administrator an amount equal to the lesser of (i) the funds then allocated to the Series 2006-2 Excess Collection Account and/or the Series 2006-2 Collection Account and (ii) the amount of such Decrease, and deposit such amount in the Series 2006-2 Distribution Account, to be paid to the Administrative Agent for distribution in accordance with Section 3.5(h)(i).

(ii) On any Business Day on which a Decrease is to be made pursuant to Section 2.5(a)(ii), the Trustee shall withdraw from the Series 2006-2 Collection Account in accordance with the written instructions of the Administrator an amount equal to the lesser of (i) the funds then allocated to the Series 2006-2 Collection Account and (ii) the amount of such Decrease and deposit such amount in the Series 2006-2 Distribution Account, to be paid to the Administrative Agent for distribution in accordance with Section 3.5(h)(ii).

(c) Principal Draws on Series 2006-2 Letters of Credit. If the Administrator determines on any Distribution Date during the Series 2006-2 Rapid Amortization Period that there exists a Series 2006-2 Lease Principal Payment Deficit, the Administrator shall instruct the Trustee in writing to draw on the Series 2006-2 Letters of Credit, if any, as provided below; provided, however, that the Administrator shall not instruct the Trustee to draw on the Series 2006-2 Letters of Credit in respect of a Series 2006-2 Lease Principal Payment Deficit on or after the date of the filing by ABCR of a petition for relief under Chapter 11 of the Bankruptcy Code unless and until the date on which ABCR 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 2006-2 Lease Principal Payment Deficit on or prior to 11:00 a.m. (New York City time) on a Distribution Date, the Trustee shall, by 12:00 noon (New York City time) on such Distribution Date draw an amount equal to the lesser of (1) such Series 2006-2 Lease Principal Payment Deficit and (2) the Series 2006-2 Letter of Credit Liquidity Amount on the Series 2006-2 Letters of Credit by presenting to each Series 2006-2 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 2006-2 Distribution Account on such Distribution Date; provided, however, that if the Series 2006-2 Cash Collateral Account has been established and funded, the Trustee shall withdraw from the Series 2006-2 Cash Collateral Account and deposit in the Series 2006-2 Distribution Account an amount equal to the lesser of (x) the Series 2006-2 Cash Collateral Percentage on such Distribution Date of the Series 2006-2 Lease Principal Payment Deficit above and (y) the Series 2006-2 Available Cash Collateral Account Amount on such Distribution Date and draw an amount equal to the remainder of such amount on the Series 2006-2 Letters of Credit.

(d) Principal Deficit Amount. On each Distribution Date on which the Principal Deficit Amount is greater than zero, amounts shall be transferred to the Series 2006-2 Distribution Account as follows:

(i) Demand Note Draw. If on any Determination Date, the Administrator determines that the Principal Deficit Amount on the next succeeding Distribution Date

will be greater than zero and there are any Series 2006-2 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 2006-2 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 2006-2 Demand Notes to be deposited into the Series 2006-2 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 in the Series 2006-2 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 2006-2 Letters of Credit an amount equal to the lesser of (1) Series 2006-2 Letter of Credit Amount and (2) the aggregate amount that the Demand Note Issuers failed to pay under the Series 2006-2 Demand Notes (or, the amount that the Trustee failed to demand for payment thereunder) by presenting to each Series 2006-2 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 2006-2 Cash Collateral Account has been established and funded, the Trustee shall withdraw from the Series 2006-2 Cash Collateral Account and deposit in the Series 2006-2 Distribution Account an amount equal to the lesser of (x) the Series 2006-2 Cash Collateral Percentage on such Business Day of the aggregate amount that the Demand Note Issuers failed to pay under the Series 2006-2 Demand Notes (or, the amount that the Trustee failed to demand for payment thereunder) and (y) the Series 2006-2 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 2006-2 Demand Notes (or, the amount that the Trustee failed to demand for payment thereunder) on the Series 2006-2 Letters of Credit. The Trustee shall deposit into, or cause the deposit of, the proceeds of any draw on the Series 2006-2 Letters of Credit and the proceeds of any withdrawal from the Series 2006-2 Cash Collateral Account to be deposited in the Series 2006-2 Distribution Account.

(iii) Reserve Account Withdrawal. If the Series 2006-2 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 2006-2 Reserve Account, an amount equal to the lesser of (x) the Series 2006-2 Available Reserve Account Amount and (y) the amount by which the Principal Deficit Amount exceeds the amounts to be deposited in the Series 2006-2 Distribution Account in accordance with clauses (i) and (ii) of this Section 3.5(d) and deposit it in the Series 2006-2 Distribution Account on such Distribution Date.

(iv) Demand on Surety Bond. If the sum of the Series 2006-2 Letter of Credit Amount and the Series 2006-2 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 in accordance with the terms of the Surety Bond and shall cause the proceeds thereof to be deposited in the Series 2006-2 Distribution Account. The Trustee shall uses the proceeds of any draw on the Surety Bond made pursuant to this paragraph solely for the purpose of making principal payments on the Series 2006-2 Notes.

(e) Series 2006-2 Termination Date. The entire Series 2006-2 Invested Amount shall be due and payable on the Series 2006-2 Termination Date. In connection therewith:

(i) Demand Note Draw. If the amount to be deposited in the Series 2006-2 Distribution Account in accordance with Section 3.5(a) together with any amounts to be deposited therein in accordance with Section 3.5(d) on the Series 2006-2 Termination Date is less than the Series 2006-2 Invested Amount, and there are any Series 2006-2 Letters of Credit on such date, then, prior to 10:00 a.m. (New York City time) on the second Business Day prior to the Series 2006-2 Termination 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 G on the Demand Note Issuers for payment under the Series 2006-2 Demand Notes in an amount equal to the lesser of (1) such insufficiency and (2) the Series 2006-2 Letter of Credit Amount. The Trustee shall, prior to 12:00 noon (New York City time) on the second Business Day preceding the Series 2006-2 Termination 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 2006-2 Demand Notes to be deposited into the Series 2006-2 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 3.5(e) any Demand Note Issuer shall have failed to pay to the Trustee or deposit into the Series 2006-2 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 Business Day preceding the Series 2006-2 Termination Date, then, in the case of (x) or (y) the Trustee shall draw on the Series 2006-2 Letters of Credit by 12:00 noon (New York City time) on such Business Day an amount equal to the lesser of (1) the amount that the Demand Note Issuers failed to pay under the Series 2006-2 Demand Notes (or, the amount that the Trustee failed to demand for payment thereunder) and (2) the Series 2006-2 Letter of Credit Amount on such Business Day by presenting to each Series 2006-2 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 2006-2 Cash Collateral Account has been established and funded, the Trustee shall withdraw from the Series 2006-2 Cash Collateral Account and deposit in the Series 2006-2 Distribution Account an amount equal to the lesser of (x) the Series 2006-2 Cash Collateral Percentage on such Business Day of the amount that the Demand Note Issuers failed to pay under the Series 2006-2 Demand Notes (or, the amount that the Trustee failed to demand for payment thereunder) and (y) the Series 2006-2 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 2006-2 Demand Notes (or, the amount that the Trustee failed to demand for payment thereunder) on the Series 2006-2 Letters of Credit. The Trustee shall deposit, or cause the deposit of, the proceeds of any draw on the Series 2006-2 Letters of Credit and the proceeds of any withdrawal from the Series 2006-2 Cash Collateral Account to be deposited in the Series 2006-2 Distribution Account.

(iii) Reserve Account Withdrawal. If, after giving effect to the deposit into the Series 2006-2 Distribution Account of the amount to be deposited in accordance with Section 3.5(a) and the amounts described in clauses (i) and (ii) of this Section 3.5(e) together with any amounts to be deposited therein in accordance with Section 3.5(d) on the Series 2006-2 Termination Date, the amount to be deposited in the Series 2006-2 Distribution Account with respect to the Series 2006-2 Termination Date is or will be less than the Series 2006-2 Invested Amount, then prior to 12:00 noon (New York City time) on the second Business Day prior to such Series 2006-2 Termination Date, the Administrator shall instruct the Trustee in writing to withdraw from the Series 2006-2 Reserve Account, an amount equal to the lesser of the Series 2006-2 Available Reserve Account Amount and such remaining insufficiency and deposit it in the Series 2006-2 Distribution Account on such Series 2006-2 Termination Date.

(iv) Demand on Surety Bond. If after giving effect to the deposit into the Series 2006-2 Distribution Account of the amount to be deposited in accordance with Section 3.5(a) and all other amounts described in clauses (i), (ii) and (iii) of this Section 3.5(e) together with any amounts to be deposited therein in accordance with Section 3.5(d) on the Series 2006-2 Termination Date, the amount to be deposited in the Series 2006-2 Distribution Account with respect to the Series 2006-2 Termination Date is or will be less than the Series 2006-2 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 2006-2 Distribution Account.

(f) Mandatory Decrease Date.

(i) Mandatory Decreases. Three (3) Business Days prior to any Mandatory Decrease Date with respect to a CP Conduit Purchaser, CRCF or the Administrator on behalf of CRCF, shall submit a written request to the Trustee for a principal payment to be made with respect to the Series 2006-2 Note registered in the name of the Funding Agent with respect to such CP Conduit Purchaser, to be made in accordance with Section 2.5(a)(ii), in an amount at least equal to the Mandatory Decrease Amount for such Mandatory Decrease Date. Each Mandatory Decrease Amount will be due and payable by CRCF on the Mandatory Decrease Date and any failure to pay such amount shall constitute a failure to make a principal payment on the related Series 2006-2 Note.

(ii) Demand on Surety Bond. If the Administrator determines on the third Business Day prior to any Mandatory Decrease Date, that there will be insufficient funds available in the Series 2006-2 Collection Account to make a Decrease pursuant to Section 2.5(a)(ii) in an amount equal to the Mandatory Decrease Amount for such Mandatory Decrease Date, then the Administrator shall, on such Business Day, instruct the Trustee in writing to make a demand on the Surety Bond in an amount equal to such insufficiency in accordance with the terms of the Surety Bond prior to 12:00 noon (New York City time) on the second Business Day prior to such Mandatory Decrease Date, and the Trustee shall make such a demand on the Surety Bond and shall cause the proceeds thereof to be deposited into the Series 2006-2 Distribution Account to be paid to the Administrative Agent for distribution in accordance with Section 3.5(h)(ii). It shall be a condition precedent under the Surety Bond to payment of such shortfall that, on the applicable Mandatory Decrease Date, after giving effect to all payments to be made to the CP Conduit Purchaser on or prior to such Mandatory Decrease Date pursuant to the Asset Purchase Agreement with respect to such CP Conduit Purchaser, the aggregate amount paid thereunder to such CP Conduit Purchaser will be equal to the Liquidity Amount with respect to the Purchaser Group of which such Funding Agent and CP Conduit Purchaser are members, and the Trustee shall not submit such a claim unless it has received written notice from the related Funding Agent confirming that such condition will be satisfied on such Mandatory Decrease Date.

(g) Distribution to the Administrative Agent. On each Distribution Date occurring on or after the date a withdrawal is made from the Series 2006-2 Collection Account pursuant to Section 3.5(a) or amounts are deposited in the Series 2006-2 Distribution Account pursuant to Section 3.5(c), (d), (e) and/or (f), the Paying Agent shall, in accordance with Section 6.1 of the Base Indenture, pay to the Administrative Agent for the accounts of the Purchaser Groups from the Series 2006-2 Distribution Account such amount deposited therein pursuant to Section 3.5(a), (c), (d), (e) and/or (f), as the case may be. Distribution by the Trustee on behalf of the CRCF of funds in respect of principal on the Series 2006-2 Notes to the Administrative Agent on behalf of the Purchaser Groups shall discharge the obligation to make

such payment whether or not the Administrative Agent shall properly deliver such funds to the Purchaser Group.

(h) Distribution by Administrative Agent to Purchaser Groups. (i) Upon the receipt of funds on account of a Decrease pursuant to Section 2.5(a)(i) from the Trustee, the Administrative Agent shall pay first, to each Funding Agent with respect to a Non-Extending Purchaser Group a pro rata amount of the Decrease, based on the Purchaser Group Invested Amounts with respect to such Non-Extending Purchaser Group relative to the Purchaser Group Invested Amounts with respect to all Non-Extending Purchaser Groups on the date of such Decrease and second, to each Funding Agent with respect to a Purchaser Group, such Purchaser Group’s Pro Rata Share of the remaining amount of such Decrease. Each Purchaser Group’s share of the amount of any Decrease on any Business Day shall be allocated by such Purchaser Group to reduce the portion of the Purchaser Group Invested Amount with respect to such Purchaser Group allocated to Eurodollar Tranches in such order as such Purchaser Group may select in order to minimize costs payable pursuant to Section 7.3. Upon the receipt of funds from the Trustee pursuant to Sections 3.5(a), (c), (d) and/or (e) on any Distribution Date, the Administrative Agent shall pay to each Funding Agent with respect to a Purchaser Group, such Purchaser Group’s Pro Rata Share of such funds.

(ii) Upon the receipt of funds on account of a Decrease pursuant to Section 2.5(a)(ii) in respect of any CP Conduit Purchaser or the proceeds of a demand on the Surety Bond pursuant to Section 3.5(f)(ii) in respect of a CP Conduit Purchaser from the Trustee, the Administrative Agent shall pay such funds to the Funding Agent with respect to such CP Conduit Purchaser.

Section 3.6. 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 3.7. Series 2006-2 Reserve Account. (a) Establishment of Series 2006-2 Reserve Account. CRCF shall establish and maintain in the name of the Series 2006-2 Agent for the benefit of the Series 2006-2 Noteholders, each Series 2006-2 Interest Rate Swap Counterparty and the Surety Provider, or cause to be established and maintained, an account (the “Series 2006-2 Reserve Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Series 2006-2 Noteholders, each Series 2006-2 Interest Rate Swap Counterparty and the Surety Provider. The Series 2006-2 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 2006-2 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 CRCF shall, within 30 days of such reduction, establish a new Series 2006-2 Reserve Account with a new Qualified Institution. If the Series 2006-2 Reserve Account is not maintained in accordance with the previous sentence, CRCF shall establish a new Series 2006-2 Reserve Account, within ten (10) Business Days after obtaining knowledge of such fact, which complies with such sentence, and shall instruct the Series 2006-2 Agent in writing to transfer all cash and investments from the non-qualifying Series 2006-2 Reserve Account into the new Series 2006-2 Reserve Account. Initially, the Series 2006-2 Reserve Account will be established with The Bank of New York.

(b) Administration of the Series 2006-2 Reserve Account. The Administrator may instruct the institution maintaining the Series 2006-2 Reserve Account to invest funds on deposit in the Series 2006-2 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 2006-2 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 2006-2 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 CRCF, take such action as is required to maintain the Trustee’s security interest in the Permitted Investments credited to the Series 2006-2 Reserve Account. CRCF shall not direct the Trustee to dispose of (or permit the disposal of) any Permitted Investments prior to the maturity thereof to the extent such disposal would result in a loss of purchase price of such Permitted Investments. In the absence of written investment instructions hereunder, funds on deposit in the Series 2006-2 Reserve Account shall remain uninvested.

(c) Earnings from Series 2006-2 Reserve Account. All interest and earnings (net of losses and investment expenses) paid on funds on deposit in the Series 2006-2 Reserve Account shall be deemed to be on deposit therein and available for distribution.

(d) Series 2006-2 Reserve Account Constitutes Additional Collateral for Series 2006-2 Notes. In order to secure and provide for the repayment and payment of the CRCF Obligations with respect to the Series 2006-2 Notes, CRCF hereby grants a security interest in and assigns, pledges, grants, transfers and sets over to the Trustee, for the benefit of the Series 2006-2 Noteholders, each Series 2006-2 Interest Rate Swap Counterparty and the Surety Provider, all of CRCF’s right, title and interest in and to the following (whether now or hereafter existing or acquired): (i) the Series 2006-2 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 2006-2 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 2006-2 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 2006-2 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 2006-2 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 2006-2 Reserve Account and in all proceeds thereof, and shall be the only person authorized to originate entitlement orders in respect of the Series 2006-2 Reserve Account. The Series 2006-2 Reserve Account Collateral shall be under the sole dominion and control of the Trustee for the benefit of the Series 2006-2 Noteholders, each Series 2006-2 Interest Rate Swap Counterparty and the Surety Provider. The Series 2006-2 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 2006-2 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 2006-2 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 2006-2 Reserve Account Surplus. In the event that the Series 2006-2 Reserve Account Surplus on any Distribution Date, after giving effect to all withdrawals from the Series 2006-2 Reserve Account, is greater than zero, if no Series 2006-2 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 2006-2 Reserve Account an amount equal to the Series 2006-2 Reserve Account Surplus and shall pay such amount to CRCF.

(f) Termination of Series 2006-2 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 2006-2 Noteholders and to the Surety Provider and payable from the Series 2006-2 Reserve Account as provided herein, shall withdraw from the Series 2006-2 Reserve Account all amounts on deposit therein for payment to CRCF.

Section 3.8. Series 2006-2 Letters of Credit and Series 2006-2 Cash Collateral Account. (a) Series 2006-2 Letters of Credit and Series 2006-2 Cash Collateral Account Constitute Additional Collateral for Series 2006-2 Notes. In order to secure and provide for the repayment and payment of CRCF’s obligations with respect to the Series 2006-2 Notes, CRCF hereby grants a security interest in and assigns, pledges, grants, transfers and sets over to the Trustee, for the benefit of the Series 2006-2 Noteholders, each Series 2006-2 Interest Rate Swap Counterparty and the Surety Provider, all of CRCF’s right, title and interest in and to the following (whether now or hereafter existing or acquired): (i) each Series 2006-2 Letter of Credit; (ii) the Series 2006-2 Cash Collateral Account, including any security entitlement

thereto; (iii) all funds on deposit in the Series 2006-2 Cash Collateral Account from time to time; (iv) all certificates and instruments, if any, representing or evidencing any or all of the Series 2006-2 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 2006-2 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 2006-2 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 2006-2 Cash Collateral Account Collateral”). The Trustee shall, for the benefit of the Series 2006-2 Noteholders, each Series 2006-2 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 2006-2 Cash Collateral Account and in all proceeds thereof, and shall be the only person authorized to originate entitlement orders in respect of the Series 2006-2 Cash Collateral Account. The Series 2006-2 Cash Collateral Account shall be under the sole dominion and control of the Trustee for the benefit of the Series 2006-2 Noteholders, each Series 2006-2 Interest Rate Swap Counterparty and the Surety Provider. The Series 2006-2 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 2006-2 Cash Collateral 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 2006-2 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 2006-2 Letter of Credit Expiration Date. If prior to the date which is ten (10) days prior to the then-scheduled Series 2006-2 Letter of Credit Expiration Date with respect to any Series 2006-2 Letter of Credit, excluding the amount available to be drawn under such Series 2006-2 Letter of Credit but taking into account each substitute Series 2006-2 Letter of Credit which is not expiring within ten (10) days and which has been obtained from a Series 2006-2 Eligible Letter of Credit Provider and is in full force and effect on such date, the Series 2006-2 Enhancement Amount would be equal to or more than the Series 2006-2 Required Enhancement Amount and the Series 2006-2 Liquidity Amount would be equal to or greater than the Series 2006-2 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 2006-2 Letter of Credit Expiration Date of such determination. If prior to the date which is ten (10) days prior to the then scheduled Series 2006-2 Letter of Credit Expiration Date with respect to any Series 2006-2 Letter of Credit, excluding the amount available to be drawn under such Series 2006-2 Letter of Credit but taking into account a substitute Series 2006-2 Letter of Credit which is not expiring within ten (10) days and which has been obtained from a Series 2006-2 Eligible Letter of Credit Provider and is in full force and effect on such date, the Series 2006-2 Enhancement Amount would be less than the Series 2006-2 Required Enhancement Amount or the Series 2006-2 Liquidity Amount would be less than the Series 2006-2 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 2006-2 Letter of Credit Expiration Date of (x) the greater of (A) the excess, if any, of the Series 2006-2 Required Enhancement Amount over the Series 2006-2 Enhancement Amount, excluding the available amount under such expiring Series 2006-2 Letter of Credit but taking into account any substitute Series 2006-2 Letter of Credit which is not expiring within ten (10) days and which has been obtained from a Series 2006-2 Eligible Letter of Credit Provider and is in full force and effect, on such date, and (B) the excess, if any, of the Series 2006-2 Required Liquidity Amount over the Series 2006-2 Liquidity Amount, excluding the available amount under such expiring Series 2006-2 Letter of Credit but taking into account any substitute Series 2006-2 Letter of Credit which is not expiring within ten (10) days and which has been obtained from a Series 2006-2 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 2006-2 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 2006-2 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 2006-2 Cash Collateral Account.

If the Trustee does not receive the notice from the Administrator described in the first paragraph of this Section 3.8(b) on or prior to the date that is two (2) Business Days prior to each Series 2006-2 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 2006-2 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 2006-2 Cash Collateral Account.

(c) Series 2006-2 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, and, in any event, within twenty (20) days if, (i) the long-term senior unsecured debt, deposit, claims paying or credit (as the case may be) rating of any Series 2006-2 Letter of Credit Provider has fallen below “A” as determined by Standard & Poor’s or “A1” as determined by Moody’s or (ii) the short-term senior unsecured debt, deposit, claims paying or credit (as the case may be) rating of any Series 2006-2 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 2006-2 Required Enhancement Amount over the Series 2006-2 Enhancement Amount, excluding the available amount under the Series 2006-2 Letter of Credit issued by such Series 2006-2 Letter of Credit Provider, on such date, and (B) the excess, if any, of the Series 2006-2 Required Liquidity Amount over the Series 2006-2 Liquidity Amount, excluding the available amount under such Series 2006-2 Letter of Credit, on such date, and (ii) the amount available to be drawn on such Series 2006-2 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 on such Series 2006-2 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 2006-2 Cash Collateral Account.

(d) Draws on the Series 2006-2 Letters of Credit. If there is more than one Series 2006-2 Letter of Credit on the date of any draw on the Series 2006-2 Letters of Credit pursuant to the terms of this Supplement, the Administrator shall instruct the Trustee, in writing, to draw on each Series 2006-2 Letter of Credit in an amount equal to the LOC Pro Rata Share of the Series 2006-2 Letter of Credit Provider issuing such Series 2006-2 Letter of Credit of the amount of such draw on the Series 2006-2 Letters of Credit.

(e) Establishment of Series 2006-2 Cash Collateral Account. On or prior to the date of any drawing under a Series 2006-2 Letter of Credit pursuant to Section 3.8(b), (c) or (k), CRCF shall establish and maintain in the name of the Trustee for the benefit of the Series 2006-2 Noteholders, each Series 2006-2 Interest Rate Swap Counterparty and the Surety Provider, or cause to be established and maintained, an account (the “Series 2006-2 Cash Collateral Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Series 2006-2 Noteholders, each Series 2006-2 Interest Rate Swap Counterparty and the Surety Provider. The Series 2006-2 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 2006-2 Cash Collateral 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 depository institution or trust company shall be reduced to below “BBB-” by Standard & Poor’s or “Baa3” by Moody’s, then CRCF shall, within 30 days of such reduction, establish a new Series 2006-2 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 2006-2 Cash Collateral Account. If a new Series 2006-2 Cash Collateral Account is established, CRCF shall instruct the Trustee in writing to transfer all cash and investments from the non-qualifying Series 2006-2 Cash Collateral Account into the new Series 2006-2 Cash Collateral Account.

(f) Administration of the Series 2006-2 Cash Collateral Account. CRCF may instruct (by standing instructions or otherwise) the institution maintaining the Series 2006-2 Cash Collateral Account to invest funds on deposit in the Series 2006-2 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 2006-2 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 2006-2 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 CRCF, take such action as is required to maintain the Trustee’s security interest in the Permitted Investments credited to the Series 2006-2 Cash Collateral Account. CRCF shall not direct the Trustee to dispose of (or permit the disposal of) any Permitted Investments prior to the maturity thereof to the extent such disposal would result in a loss of purchase price of such Permitted Investments. In the absence of written investment instructions hereunder, funds on deposit in the Series 2006-2 Cash Collateral Account shall remain uninvested.

(g) Earnings from Series 2006-2 Cash Collateral Account. All interest and earnings (net of losses and investment expenses) paid on funds on deposit in the Series 2006-2 Cash Collateral Account shall be deemed to be on deposit therein and available for distribution.

(h) Series 2006-2 Cash Collateral Account Surplus. In the event that the Series 2006-2 Cash Collateral Account Surplus on any Distribution Date (or, after the Series 2006-2 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 2006-2 Cash Collateral Account an amount equal to the Series 2006-2 Cash Collateral Account Surplus and shall pay such amount: first, to the Series 2006-2 Letter of Credit Providers to the extent of any unreimbursed drawings under the related Series 0000-0 Xxxxxxxxxxxxx Agreement, for application in accordance with the provisions of the related Series 0000-0 Xxxxxxxxxxxxx Agreement, and, second, to CRCF any remaining amount.

(i) Post-Series 2006-2 Letter of Credit Termination Date Withdrawals from the Series 2006-2 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 2006-2 Cash Collateral Account and pay to the Surety Provider an amount equal to the lesser of (i) the Series 2006-2 Available Cash Collateral Account Amount on such date and (ii) such Preference Amount. Prior to any withdrawal from the Series 2006-2 Cash Collateral Account pursuant to this Section 3.8(i), the Trustee shall have received a certified copy of the order requiring the return of such Preference Amount.

(j) Termination of Series 2006-2 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 2006-2 Noteholders and to the Surety Provider and payable from the Series 2006-2 Cash Collateral Account as provided herein, shall withdraw from the Series 2006-2 Cash Collateral Account all amounts on deposit therein (to the extent not withdrawn pursuant to Section 3.8(h) above) and shall pay such amounts: first, to the Series 2006-2 Letter of Credit Providers to the extent of any unreimbursed drawings under the related Series 0000-0 Xxxxxxxxxxxxx Agreement, for application in accordance with the provisions of the related Series 0000-0 Xxxxxxxxxxxxx Agreement, and, second, to CRCF any remaining amount.

(k) Termination Date Demands on the Series 2006-2 Letters of Credit. Prior to 10:00 a.m. (New York City time) on the Business Day immediately succeeding the Series 2006-2 Letter of Credit Termination Date, the Administrator shall determine the Series 2006-2 Demand Note Payment Amount as of the Series 2006-2 Letter of Credit Termination Date. If the Series 2006-2 Demand Note Payment Amount is greater than zero, then the Administrator shall instruct the Trustee in writing to draw on the Series 2006-2 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 2006-2 Demand Note Payment Amount and (ii) the Series 2006-2 Letter of Credit Liquidity Amount on the Series 2006-2 Letters of Credit by presenting to each Series 2006-2 Letter of Credit Provider, with a copy to the Surety Provider, a draft accompanied by a Certificate of Termination Date Demand; provided, however, that if the Series 2006-2 Cash Collateral Account has been established and funded, the Trustee shall draw an amount equal to the product of (a) 100% minus the Series 2006-2 Cash Collateral Percentage and (b) the lesser of the amounts referred to in clause (i) or (ii) on such Business Day on the Series 2006-2 Letters of Credit as calculated by the Administrator and provided in writing to the Trustee and the Surety Provider. The Trustee shall cause the Termination Date Disbursement to be deposited in the Series 2006-2 Cash Collateral Account.

Section 3.9. Series 2006-2 Distribution Account. (a) Establishment of Series 2006-2 Distribution Account. The Trustee shall establish and maintain in the name of the Series 2006-2 Agent for the benefit of the Series 2006-2 Noteholders, each Series 2006-2 Interest Rate Swap Counterparty and the Surety Provider, or cause to be established and maintained, an account (the “Series 2006-2 Distribution Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Series 2006-2 Noteholders, each Series 2006-2 Interest Rate Swap Counterparty and the Surety Provider. The Series 2006-2 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 2006-2 Distribution 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 “Baa3” by Moody’s, then CRCF shall, within 30 days of such reduction, establish a new Series 2006-2 Distribution Account with a new Qualified Institution. If the Series 2006-2 Distribution Account is not maintained in accordance with the previous sentence, CRCF shall establish a new Series 2006-2 Distribution Account, within ten (10) Business Days after obtaining knowledge of such fact, which complies with such sentence, and shall instruct the Series 2006-2 Agent in writing to transfer all cash and investments from the non-qualifying Series 2006-2 Distribution Account into the new Series 2006-2 Distribution Account. Initially, the Series 2006-2 Distribution Account will be established with The Bank of New York.

(b) Administration of the Series 2006-2 Distribution Account. The Administrator may instruct the institution maintaining the Series 2006-2 Distribution Account to invest funds on deposit in the Series 2006-2 Distribution Account from time to time in Permitted Investments; provided, however, that any such investment shall mature not later than the Business Day prior to the Distribution Date following the date on which such funds were received, unless any Permitted Investment held in the Series 2006-2 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 2006-2 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 CRCF, take such action as is required to maintain the Trustee’s security interest in the Permitted Investments credited to the Series 2006-2 Distribution Account. CRCF shall not direct the Trustee to dispose of (or permit the disposal of) any Permitted Investments prior to the maturity thereof to the extent such disposal would result in a loss of purchase price of such Permitted Investments. In the absence of written investment instructions hereunder, funds on deposit in the Series 2006-2 Distribution Account shall remain uninvested.

(c) Earnings from Series 2006-2 Distribution Account. All interest and earnings (net of losses and investment expenses) paid on funds on deposit in the Series 2006-2 Distribution Account shall be deemed to be on deposit and available for distribution.

(d) Series 2006-2 Distribution Account Constitutes Additional Collateral for Series 2006-2 Notes. In order to secure and provide for the repayment and payment of the CRCF Obligations with respect to the Series 2006-2 Notes, CRCF hereby grants a security interest in and assigns, pledges, grants, transfers and sets over to the Trustee, for the benefit of the Series 2006-2 Noteholders, each Series 2006-2 Interest Rate Swap Counterparty and the Surety Provider, all of CRCF’s right, title and interest in and to the following (whether now or hereafter existing or acquired): (i) the Series 2006-2 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 2006-2 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 2006-2 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 2006-2 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 2006-2 Distribution Account Collateral”). The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Series 2006-2 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 2006-2 Distribution Account. The Series 2006-2 Distribution Account Collateral shall be under the sole dominion and control of the Trustee for the benefit of the Series 2006-2 Noteholders, each Series 2006-2 Interest Rate Swap Counterparty and the Surety Provider. The Series 2006-2 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 2006-2 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 2006-2 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 3.10. Series 2006-2 Demand Notes Constitute Additional Collateral for Series 2006-2 Notes. In order to secure and provide for the repayment and payment of the obligations with respect to the Series 2006-2 Notes, CRCF hereby grants a security interest in and assigns, pledges, grants, transfers and sets over to the Trustee, for the benefit of the Series 2006-2 Noteholders, each Series 2006-2 Interest Rate Swap Counterparty and the Surety Provider, all of CRCF’s right, title and interest in and to the following (whether now or hereafter existing or acquired): (i) the Series 2006-2 Demand Notes; (ii) all certificates and instruments, if any, representing or evidencing the Series 2006-2 Demand Notes; and (iii) all proceeds of any and all of the foregoing, including, without limitation, cash. On the date hereof, CRCF shall deliver to the Trustee, for the benefit of the Series 2006-2 Noteholders, each Series 2006-2 Interest Rate Swap Counterparty and the Surety Provider, each Series 2006-2 Demand Note, endorsed in blank. The Trustee, for the benefit of the Series 2006-2 Noteholders, each Series 2006-2 Interest Rate Swap Counterparty and the Surety Provider, shall be the only Person authorized to make a demand for payments on the Series 2006-2 Demand Notes.

Section 3.11. Series 2006-2 Interest Rate Xxxxxx.

(a) On the Series 2006-2 Closing Date, CRCF shall acquire one or more interest rate swaps (each, a “Series 2006-2 Interest Rate Swap”) or interest rate caps (each, a “Series 2006-2 Interest Rate Cap”, and together with the Series 2006-2 Interest Rate Swaps, the “Series 2006-2 Interest Rate Xxxxxx”) acceptable to the Surety Provider in respect of the Series 2006-2 Notes, in a form reasonably acceptable to the Surety Provider from a Qualified Interest Rate Hedge Counterparty.

On the Series 2006-2 Closing Date, the aggregate notional amount of all Series 2006-2 Interest Rate Xxxxxx shall equal the Series 2006-2 Maximum Invested Amount. CRCF shall at all times maintain Series 2006-2 Interest Rate Xxxxxx with a notional amount greater than or equal to the Series 2006-2 Maximum Invested Amount and having a termination date no earlier than the Distribution Date in the month that is eighteen months following the latest Scheduled Expiry Date with respect to any Purchaser Group. The aggregate notional amount of all Series 2006-2 Interest Rate Xxxxxx may be reduced to the extent that the Series 2006-2 Maximum Invested Amount is reduced after the Series 2006-2 Closing Date.

The strike rate of each Series 2006-2 Interest Rate Hedge shall not be greater than 5.0%.

(b) Replacement of Any Series 2006-2 Interest Rate Hedge. If, at any time, a Series 2006-2 Interest Rate Hedge Counterparty is not a Qualified Interest Rate Hedge Counterparty, then CRCF shall cause the Series 2006-2 Interest Rate Hedge Counterparty within thirty (30) days following such occurrence, at the Series 2006-2 Interest Rate Hedge Counterparty’s expense, to do one of the following (the choice of such action to be determined by the Series 2006-2 Interest Rate Hedge Counterparty) (x) obtain a replacement interest rate cap

or interest rate swap, as applicable, on substantially the same terms as the replaced Series 2006-2 Interest Rate Hedge from a Qualified Interest Rate Hedge Counterparty and terminate the applicable Series 2006-2 Interest Rate Hedge, (y) collateralize its obligations under the Series 2006-2 Interest Rate Hedge in a manner acceptable to Moody’s and the Surety Provider in an amount and with collateral which is sufficient to maintain or restore the immediately prior ratings of each Rating Agency (without giving effect to the Surety Bond) of the Series 2006-2 Notes or (z) enter into any other arrangement satisfactory to Moody’s and the Surety Provider, which is sufficient to maintain or restore the immediately prior ratings of each Rating Agency (without giving effect to the Surety Bond) of the Series 2006-2 Notes; provided that no termination of any Series 2006-2 Interest Rate Hedge shall occur until CRCF has entered into a replacement interest rate cap or interest rate swap, as applicable, or shall have entered any other arrangement satisfactory to Standard & Poor’s, Moody’s and the Surety Provider. If a Series 2006-2 Interest Rate Hedge Counterparty fails to take any actions or pay any amounts required by clauses (x), (y) or (z) above, then the amount necessary to enter into a replacement Series 2006-2 Interest Rate Hedge shall be the expense of CRCF (in which event, such amount will be paid solely from Interest Collections available pursuant to Section 3.3(f)(i) or (ii) hereof).

(c) To secure payment of all CRCF obligations with respect to the Series 2006-2 Noteholders and the Surety Provider, CRCF grants a security interest in, and assigns, pledges, grants, transfers and sets over to the Trustee, for the benefit of the Series 2006-2 Noteholders and the Surety Provider, all of CRCF’s right, title and interest in the Series 2006-2 Interest Rate Xxxxxx and all proceeds thereof (the “Series 2006-2 Interest Rate Hedge Collateral”). CRCF shall require all Series 2006-2 Interest Rate Hedge Proceeds to be paid to, and the Trustee shall allocate all Series 2006-2 Interest Rate Hedge Proceeds to, the Series 2006-2 Accrued Interest Account of the Series 2006-2 Collection Account.

(d) In the event that an “Event of Default” under a Series 2006-2 Interest Rate Hedge has occurred (x) under Section 5(a)(i) of the ISDA Master Agreement governing such Series 2006-2 Interest Rate Hedge in connection with the failure by the related Series 2006-2 Interest Rate Hedge Counterparty to make payments due under such Series 2006-2 Interest Rate Hedge or (y) under Section 5(a)(vii) of the ISDA Master Agreement governing such Series 2006-2 Interest Rate Hedge in connection with certain bankruptcy events with respect to the related Series 2006-2 Interest Rate Hedge Counterparty, then CRCF shall, at the request of the Surety Provider, promptly terminate such Series 2006-2 Interest Rate Hedge.

(e) Each Series 2006-2 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 3.12. Payments to Funding Agents or Purchaser Groups. Notwithstanding anything to the contrary herein or in the Base Indenture, amounts distributable by CRCF, the Trustee, the Paying Agent or the Administrative Agent to a Funding Agent for the account of its related Purchaser Group (or amounts distributable by any such Person directly to such Purchaser Group) shall be paid by wire transfer of immediately available funds no later than 3:00 p.m. (New York time) for credit to the account or accounts designated by such Funding Agent. Notwithstanding the foregoing, the Administrative Agent shall not be so obligated unless the Administrative Agent shall have received the funds by 12:00 noon (New York City time).

Section 3.13. Series 2006-2 Accounts Permitted Investments. CRCF shall not invest funds on deposit in the Series 2006-2 Accounts, and shall not permit such funds 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.

ARTICLE IV

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 2006-2 Notes and collectively shall constitute the Amortization Events set forth in Section 9.1(n) of the Base Indenture with respect to the Series 2006-2 Notes (without notice or other action on the part of the Trustee or any holders of the Series 2006-2 Notes):

(a) a Series 2006-2 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 2006-2 Enhancement Deficiency shall have been cured in accordance with the terms and conditions of the Indenture and the Related Documents;

(b) either the Series 2006-2 Liquidity Amount shall be less than the Series 2006-2 Required Liquidity Amount or the Series 2006-2 Available Reserve Account Amount shall be less than the Series 2006-2 Required Reserve Account 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;

(d) the Collection Account, the Series 2006-2 Collection Account, the Series 2006-2 Excess Collection Account or the Series 2006-2 Reserve Account shall be subject to an injunction, estoppel or other stay or a Lien (other than Liens permitted under the Related Documents);

(e) all principal of and interest on the Series 2006-2 Notes is not paid on the Series 2006-2 Expected Final Distribution Date;

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

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

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

(i) any Series 2006-2 Letter of Credit shall not be in full force and effect for at least two (2) Business Days and (x) either a Series 2006-2 Enhancement Deficiency would result from excluding such Series 2006-2 Letter of Credit from the Series 2006-2 Enhancement Amount or (y) the Series 2006-2 Liquidity Amount, excluding therefrom the available amount under such Series 2006-2 Letter of Credit, would be less than the Series 2006-2 Required Liquidity Amount;

(j) from and after the funding of the Series 2006-2 Cash Collateral Account, the Series 2006-2 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 2006-2 Enhancement Deficiency would result from excluding the Series 2006-2 Available Cash Collateral Account Amount from the Series 2006-2 Enhancement Amount or (y) the Series 2006-2 Liquidity Amount, excluding therefrom the Series 2006-2 Available Cash Collateral Amount, would be less than the Series 2006-2 Required Liquidity Amount;

(k) an Event of Bankruptcy shall have occurred with respect to any Series 2006-2 Letter of Credit Provider or any Series 2006-2 Letter of Credit Provider repudiates its Series 2006-2 Letter of Credit or refuses to honor a proper draw thereon and either (x) a Series 2006-2 Enhancement Deficiency would result from excluding such Series 2006-2 Letter of Credit from the Series 2006-2 Enhancement Amount or (y) the Series 2006-2 Liquidity Amount, excluding therefrom the available amount under such Series 2006-2 Letter of Credit, would be less than the Series 2006-2 Required Liquidity Amount;

(l) the occurrence of an Event of Bankruptcy with respect to Cendant, any Lessee or any Permitted Sublessee;

(m) on any date of determination, the aggregate notional amount of all Series 2006-2 Interest Rate Xxxxxx having a termination date no earlier than the Distribution Date in the month that is eighteen months following the latest Scheduled Expiry Date with respect to any Purchaser Group shall be less than the Series 2006-2 Maximum Invested Amount; and

(n) on any Distribution Date in a calendar month following a Disruption Trigger Date, CRCF shall have failed to reduce the Series 2006-2 Invested Amount as of such Disruption Trigger Date so that:

(i) on or prior to the first such Distribution Date, after giving effect to any payments of principal made on such Distribution Date pursuant to Section 3.5(a), the Series 2006-2 Invested Amount as of the Disruption Trigger Date has been reduced by an aggregate amount at least equal to the Series 2006-2 Controlled Distribution Amount for the Related Month;

(ii) on or prior to the second such Distribution Date, after giving effect to any payments of principal made on such Distribution Date pursuant to Section 3.5(a), the Series 2006-2 Invested Amount as of the Disruption Trigger Date has been reduced by an aggregate amount at least equal to the Series 2006-2 Controlled Distribution Amount for the Related Month; or

(iii) on or prior to the third such Distribution Date, after giving effect to any payments of principal made on such Distribution Date pursuant to Section 3.5(a), the Series 2006-2 Invested Amount has been reduced to zero (0);

provided that if (w) prior to the next succeeding Distribution Date, CRCF shall make one or more Decreases pursuant to Section 3.5(b)(i) in an aggregate amount at least equal to any insufficiency under clause (i) or (ii) hereof, as applicable, (x) on or prior to the next succeeding Distribution Date, the Series 2006-2 Noteholders shall have otherwise received principal payments in an aggregate amount at least equal to any insufficiency under clause (i) or (ii) hereof, as applicable, (y) on the next succeeding Distribution Date, CRCF shall make a payment of principal pursuant to Section 3.5(a) in an amount equal to the Series 2006-2 Controlled Distribution Amount with respect to the Related Month or (z) no CP Disruption Event with respect to any CP Conduit Purchaser is continuing; then, in the case of clause (i) or (ii) above, the Amortization Event that occurred as a result of the occurrence of the event described in this clause (n) shall automatically be deemed to have been cured without any act of any party.

In the case of an event described in clause (m) above, an Amortization Event shall have occurred with respect to the Series 2006-2 Notes only if any of the Trustee (with the prior written consent of the Surety Provider), the Requisite Noteholders or the Surety Provider declare that an Amortization Event has occurred.

In the case of any event described in clauses (a), (b), (c), (d), (e), (f), (g), (h), (i), (j), (k) and (l) above, an Amortization Event with respect to the Series 2006-2 Notes shall have occurred without any notice or other action on the part of the Trustee or any Series 2006-2

Noteholders, immediately upon the occurrence of such event. In the case of an event described in clause (n) above, an Amortization Event shall only have occurred if the Surety Provider declares that an Amortization Event has occurred.

Amortization Events with respect to the Series 2006-2 Notes described in clauses (a), (b), (c), (d), (e), (f), (i), (j), (k) and (l) above, may be waived with the written consent of the Purchaser Groups having Commitment Percentages aggregating 100% and the Surety Provider, and Amortization Events with respect to the Series 2006-2 Notes described in clauses (g) and (h) above may be waived with the consent of the Purchaser Groups having Commitment Percentages aggregating 100%. CRCF shall provide the Rating Agencies written notice of any such waiver by the Purchaser Groups having Commitment Percentages aggregating 100%.

Amortization Events with respect to the Series 2006-2 Notes described in clause (m) above may be waived with the written consent of the Requisite Noteholders and the Surety Provider.

Any Amortization Event with respect to the Series 2006-2 Notes described in clause (n) above may be waived with the written consent of the Surety Provider.

ARTICLE V

RIGHT TO WAIVE PURCHASE RESTRICTIONS

Notwithstanding any provision to the contrary in the Indenture or the Related Documents, upon the Trustee’s receipt of notice from any Lessee, any Borrower or CRCF that the Lessees, the Borrowers and CRCF have determined to increase any Series 2006-2 Maximum Amount (such notice, a “Waiver Request”) which Waiver Request shall include written direction to the Trustee to ensure that the conditions of this Article V have been complied with, each Series 2006-2 Noteholder may, at its option, waive any Series 2006-2 Maximum Amount (collectively, a “Waivable Amount”) if (i) no Amortization Event exists, (ii) the Requisite Noteholders and the Surety Provider consent in writing 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 2006-2 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 2006-2 Collection Account for ratable distribution as described below.

Within ten (10) Business Days after the Trustee receives a Waiver Request, the Trustee shall furnish written notice thereof to the Administrative Agent and the Surety Provider, which notice shall be accompanied by a form of consent (each a “Consent”) in the form of Exhibit C by which the Series 2006-2 Noteholders and the Surety Provider may, on or before the Consent Period Expiration Date, consent to waiver of the applicable Waivable Amount. Upon receipt of notice of a Waiver Request, the Administrative Agent shall forward a copy of such request together with the Consent to the Funding Agent with respect to each Purchaser Group. If

the Trustee receives the written consent of the Surety Provider and Consents from the Requisite Noteholders agreeing to waiver of the applicable Waivable Amount within 45 days after the Trustee notifies the Administrative Agent of a Waiver Request (the day on which such 45-day period expires, the “Consent Period Expiration Date”), (i) the applicable Waivable Amount shall be deemed waived by the consenting Series 2006-2 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 (2) Business Days) provide the Rating Agency with notice of such waiver. Any Purchaser Group 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 Surety Provider and the Requisite Noteholders on or before the Consent Period Expiration Date, then on the immediately following Distribution Date, upon receipt of written direction from the Administrator the Trustee will pay the Designated Amounts to the Administrative Agent for the accounts of the non-consenting Purchaser Groups. Upon the receipt of funds from the Trustee pursuant to this Article V, the Administrative Agent shall pay the Designated Amounts as follows:

(i) to each Funding Agent with respect to a non-consenting Purchaser Group, such Purchaser Group’s pro rata share based on the Purchaser Group Invested Amount with respect to such Purchaser Group relative to the Purchaser Group Invested Amount with respect to all non-consenting Purchaser Groups of the Designated Amounts up to the amount required to reduce to zero the Purchaser Group Invested Amounts with respect to all non-consenting Purchaser Groups; and

(ii) any remaining Designated Amounts to the Series 2006-2 Excess Collection Account.

If the amount distributed pursuant to clause (i) of the preceding paragraph is not sufficient to reduce the Purchaser Group Invested Amount with respect to each non-consenting Purchaser Group to zero on the date specified therein, then on each day following such Distribution Date, the Administrator will allocate to the Series 2006-2 Collection Account on a daily basis all Designated Amounts collected on such day. On each following Distribution Date, the Trustee will withdraw such Designated Amounts from the Series 2006-2 Collection Account and deposit the same in the Series 2006-2 Distribution Account for distribution to the Administrative Agent for the accounts of the non-consenting Purchaser Groups. Upon the receipt of funds from the Trustee pursuant to this Article V, the Administrative Agent shall pay the Designated Amounts as follows:

(a) to each Funding Agent with respect to a non-consenting Purchaser Group, such Purchaser Group’s pro rata share based on the Purchaser Group Invested Amount with respect to such Purchaser Group relative to the Purchaser Group Invested Amount with respect to all non-consenting Purchaser Groups of the Designated Amounts in the Series 2006-2 Collection Account as of the applicable Determination Date up to the amount required to reduce to zero the Purchaser Group Invested Amounts with respect to all non-consenting Purchaser Groups; and

(b) any remaining Designated Amounts to the Series 2006-2 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 2006-2 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 2006-2 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 2006-2 Noteholders.

ARTICLE VI

CONDITIONS PRECEDENT

This Supplement shall become effective on the first date (the “Effective Date”) on which all of the following conditions precedent shall have been satisfied:

(a) Documents. The Administrative Agent and the Surety Provider shall have received copies for each CP Conduit Purchaser and the Funding Agent and the APA Banks with respect to such CP Conduit Purchaser, each executed and delivered in form and substance satisfactory to it of (i) the Base Indenture, executed by a duly authorized officer of each of CRCF and the Trustee, (ii) this Supplement, executed by a duly authorized officer of each of CRCF, the Administrator, the Trustee, the Administrative Agent, the Funding Agents, the CP Conduit Purchasers and the APA Banks, (iii) each Lease, executed by a duly authorized officer of each Lessee party thereto, the Administrator, and the Lessor party thereto, (iv) each Sublease, executed by a duly authorized officer of each Lessee party thereto and each Permitted Sublessee party thereto, (v) each Loan Agreement, executed by a duly authorized officer of each of CRCF, the Lessor party thereto and the Permitted Nominees party thereto, (vi) each Vehicle Title and Lienholder Nominee Agreement, executed by the duly authorized officer of each of the Permitted Nominee party thereto, ABCR, the Lessor party thereto and the Trustee, (vii) the Master Exchange Agreement, executed by a duly authorized officer of each of the Intermediary, AESOP Leasing, ARAC, BRAC and ABCR; (viii) the Escrow Agreement, executed by a duly authorized officer of each of the Intermediary, X.X. Xxxxxx Trust Company, N.A., JPMorgan Chase Bank, N.A., AESOP Leasing, ARAC, BRAC and ABCR, (ix) the Assignment and Assumption Agreement, executed by a duly authorized officer of each of ABCR, ARAC and Avis Group Holdings, Inc., (x) the Series 2006-2 Letter of Credit, issued by a Series 2006-2 Eligible Letter of Credit Provider, (xi) one or more Series 2006-2 Interest Rate Xxxxxx, executed in each case by a duly authorized officer of each of the Series 2006-2 Interest Rate Hedge Counterparty thereto and CRCF, (xii) the Administration Agreement, executed by a duly authorized officer of each of ABCR, BRAC, AESOP Leasing, AESOP Leasing II, CRCF and the Trustee, (xiii) the Insurance Agreement and the Premium Letter executed by CRCF, the Trustee and the Surety Provider and (xiv) the Surety Bond executed by the Surety Provider.

(b) Corporate Documents; Proceedings of CRCF, the Administrator, AESOP Leasing, AESOP Leasing II, Original AESOP and ABCR. The Administrative Agent shall have received, with a copy for each CP Conduit Purchaser and the Funding Agent and the APA Banks with respect to such CP Conduit Purchaser, from CRCF, the Administrator, AESOP Leasing, AESOP Leasing II, Original AESOP, ABCR, ARAC and BRAC true and complete copies of:

(i) to the extent applicable, the certificate of incorporation or certificate of formation, including all amendments thereto, of such Person, certified as of a recent date by the Secretary of State or other appropriate authority of the state of incorporation or organization, as the case may be, and a certificate of compliance, of status or of good standing, as and to the extent applicable, of each such Person as of a recent date, from the Secretary of State or other appropriate authority of such jurisdiction;

(ii) a certificate of the Secretary or an Assistant Secretary of such Person, dated on or prior to the Effective Date and certifying (A) that attached thereto is a true and complete copy of the bylaws, limited liability company agreement or partnership agreement of such Person, as the case may be, as in effect on the Series 2006-2 Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of the resolutions, in form and substance reasonably satisfactory to each Funding Agent, of the Board of Directors or Managers of such Person or committees thereof authorizing the execution, delivery and performance of this Supplement and the Related Documents to which it is a party and the transactions contemplated thereby, and that such resolutions have not been amended, modified, revoked or rescinded and are in full force and effect, (C) that the certificate of incorporation or certificate of formation of such Person has not been amended since the date of the last amendment thereto shown on the certificate of good standing (or its equivalent) furnished pursuant to clause (i) above and (D) as to the incumbency and specimen signature of each officer or authorized signatory executing this Supplement and the Related Documents or any other document delivered in connection herewith or therewith on behalf of such Person; and

(iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above.

(c) Representations and Warranties. All representations and warranties of each of CRCF, the Administrator, AESOP Leasing, AESOP Leasing II, Original AESOP, each of the Permitted Nominees, each of the Lessees, each of the Permitted Sublessees, the Intermediary and ABCR contained in each of the Related Documents shall be true and correct as of the Series 2006-2 Closing Date.

(d) No Amortization Event, Potential Amortization Event or AESOP I Operating Lease Vehicle Deficiency. No Amortization Event or Potential Amortization

Event in respect of the Series 2006-2 Notes or any other Series of Notes shall exist and no AESOP I Operating Lease Vehicle Deficiency shall exist.

(e) Lien Searches. The Surety Provider and the Administrative Agent shall have received a written search report listing all effective financing statements that name CRCF, AESOP Leasing, AESOP Leasing II, Original AESOP, each of the Permitted Nominees or ABCR as debtor or assignor and that are filed in the State of New York, the State of Delaware and in any other jurisdictions that the Administrative Agent determines are necessary or appropriate, together with copies of such financing statements, and tax and judgment lien searches showing no such liens that are not permitted by the Base Indenture, this Supplement or the Related Documents.

(f) Legal Opinions. The Administrative Agent shall have received, with a counterpart addressed to each CP Conduit Purchaser and the Funding Agent, the Program Support Provider and the APA Banks with respect to such CP Conduit Purchaser and the Trustee, opinions of counsel required by Section 2.2(f) of the Base Indenture and opinions of counsel with respect to such other matters as may be reasonably requested by any Funding Agent and the Surety Provider, in form and substance reasonably acceptable to the addressees thereof and their counsel.

(g) Fees and Expenses. Each Funding Agent with respect to a CP Conduit Purchaser shall have received payment of all fees, out-of-pocket expenses and other amounts due and payable to such CP Conduit Purchaser or the APA Banks with respect to such CP Conduit Purchaser on or before the Effective Date.

(h) Establishment of Accounts. The Administrative Agent and the Surety Provider shall have received evidence reasonably satisfactory to it that the Series 2006-2 Collection Account, the Series 2006-2 Reserve Account and the Series 2006-2 Distribution Account shall have been established in accordance with the terms and provisions of the Indenture.

(i) Legal Opinion with Respect to the Trustee. The Administrative Agent and the Surety Provider shall have received, with a counterpart addressed to each CP Conduit Purchaser and the Funding Agent, the Program Support Provider and the APA Banks with respect such CP Conduit Purchaser, an opinion of counsel to the Trustee as to the due authorization, execution and delivery by the Trustee of this Supplement and the due execution, authentication and delivery by the Trustee of the Series 2006-2 Notes.

(j) Rating Letters. Each Funding Agent shall have received (i) a letter, in the form and substance satisfactory to such Funding Agent, from each of Moody’s and Standard & Poor’s confirming the commercial paper rating of the related CP Conduit Purchaser after giving effect to such CP Conduit Purchaser’s purchase of the Series 2006-2 Notes and (ii) a letter from Moody’s stating that the long-term rating of “Aaa” has been assigned by Moody’s to the Series 2006-2 Notes and a letter from Standard & Poor’s stating that the long-term rating of “AAA” has been assigned by Standard & Poor’s to the Series 2006-2 Notes. The Surety Provider shall have received a letter, in form and substance satisfactory to the Surety Provider, (i) from Moody’s stating that a

rating of “Baa2” has been assigned by Moody’s to the Series 2006-2 Notes and (ii) from Standard & Poor’s stating that a rating of “BBB” has been assigned by Standard & Poor’s to the Series 2006-2 Notes, in each case, without giving effect to the Surety Bond.

(k) Procedures Letter. Each Funding Agent shall have received a letter from Deloitte & Touche, LLP, addressed to the Funding Agents and dated on or before the Effective Date, in form and substance satisfactory to the Funding Agents, concerning the statistical information with respect to the Vehicles subject to the Leases provided to the Funding Agents.

(l) UCC Filings. The Administrative Agent and the Surety Provider shall have received (i) executed originals of any documents (including, without limitation, financing statements) required to be filed in each jurisdiction necessary to perfect the security interest of the Trustee in the Series 2006-2 Collateral and (ii) evidence reasonably satisfactory to it of each such filing and reasonably satisfactory evidence of the payment of any necessary fee or tax relating thereto.

(m) Proceedings. All corporate and other proceedings and all other documents and legal matters in connection with the transactions contemplated by the Related Documents shall be satisfactory in form and substance to each Funding Agent, the Surety Provider and each of their counsel.

ARTICLE VII

CHANGE IN CIRCUMSTANCES

Section 7.1. Increased Costs. (a) If any Change in Law (except with respect to Taxes which shall be governed by Section 7.2) shall:

(i) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Affected Party (except any such reserve requirement reflected in the Adjusted LIBO Rate); or

(ii) impose on any Affected Party or the London interbank market any other condition affecting the Indenture or the Related Documents or the funding of Eurodollar Tranches by such Affected Party;

and the result of any of the foregoing shall be to increase the cost to such Affected Party of making, converting into, continuing or maintaining Eurodollar Tranches (or maintaining its obligation to do so) or to reduce any amount received or receivable by such Affected Party hereunder or in connection herewith (whether principal, interest or otherwise), then CRCF will pay to such Affected Party such additional amount or amounts as will compensate such Affected Party for such additional costs incurred or reduction suffered.

(b) If any Affected Party determines that any Change in Law regarding capital requirements has or would have the effect of reducing the rate of return on such Affected Party’s capital or the capital of any corporation controlling such Affected Party as a consequence of its

obligations hereunder to a level below that which such Affected Party or such corporation could have achieved but for such Change in Law (taking into consideration such Affected Party’s or such corporation’s policies with respect to capital adequacy), then from time to time, CRCF shall pay to such Affected Party such additional amount or amounts as will compensate such Affected Party for any such reduction suffered.

(c) A certificate of an Affected Party setting forth the amount or amounts necessary to compensate such Affected Party as specified in subsections (a) and (b) of this Section 7.1 shall be delivered to CRCF (with a copy to the Administrative Agent and the Funding Agent with respect to such Affected Party) and shall be conclusive absent manifest error. Any payments made by CRCF pursuant to this Section 7.1 shall be made solely from funds available in the Series 2006-2 Distribution Account for the payment of Article VII Costs, shall be non-recourse other than with respect to such funds, and shall not constitute a claim against CRCF to the extent that insufficient funds exist to make such payment. The agreements in this Section 7.1 shall survive the termination of this Supplement and the Base Indenture and the payment of all amounts payable hereunder and thereunder.

(d) Failure or delay on the part of an Affected Party to demand compensation pursuant to this Section 7.1 shall not constitute a waiver of such Affected Party’s right to demand such compensation; provided that CRCF shall not be required to compensate any Affected Party pursuant to this Section 7.1 for any increased costs or reductions incurred more than 270 days prior to the date that such Affected Party notifies CRCF of the Change in Law giving rise to such increased costs or reductions and of such Affected Party’s intention to claim compensation therefor; provided, further, that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 270-day period referred to above shall be extended to include the period of retroactive effect thereof.

Section 7.2. Taxes. (a) Any and all payments by or on account of any obligation of CRCF hereunder shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if CRCF shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) subject to Section 7.2(c) below, the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 7.2) the recipient receives an amount equal to the sum that it would have received had no such deductions been made, (ii) CRCF shall make such deductions and (iii) CRCF shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

(b) In addition, CRCF shall pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.

(c) CRCF shall indemnify the Administrative Agent, each Funding Agent, each Program Support Provider and each member of each Purchaser Group within the later of 10 days after written demand therefor and the Distribution Date next following such demand for the full amount of any Indemnified Taxes or Other Taxes paid by the Administrative Agent, such Funding Agent, such Program Support Provider or such member of such Purchaser Group on or with respect to any payment by or on account of any obligation of CRCF hereunder or under the Indenture (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to

amounts payable under this Section 7.2) and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that no Person shall be indemnified pursuant to this Section 7.2(c) or entitled to receive additional amounts under the proviso of Section 7.2(a) to the extent that the reason for such indemnification results from the failure by such Person to comply with the provisions of Section 7.2(e) or (g). A certificate as to the amount of such payment or liability delivered to CRCF by the Administrative Agent, any Funding Agent, any Program Support Provider or any member of any Purchaser Group shall be conclusive absent manifest error. Any payments made by CRCF pursuant to this Section 7.2 shall be made solely from funds available in the Series 2006-2 Distribution Account for the payment of Article VII Costs, shall be non-recourse other than with respect to such funds, and shall not constitute a claim against CRCF to the extent that insufficient funds exist to make such payment. The agreements in this Section 7.2 shall survive the termination of this Supplement and the Base Indenture and the payment of all amounts payable hereunder and thereunder.

(d) As soon as practicable after any payment of Indemnified Taxes or Other Taxes by CRCF to a Governmental Authority, CRCF shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(e) The Administrative Agent, each Funding Agent, each member of each Purchaser Group and each Program Support Provider, if entitled to an exemption from or reduction of an Indemnified Tax or Other Tax with respect to payments made hereunder or under the Indenture shall (to the extent legally able to do so) deliver to CRCF (with a copy to the Administrative Agent) such properly completed and executed documentation prescribed by applicable law and reasonably requested by CRCF on the later of (i) 30 Business Days after such request is made and the applicable forms are provided to the Administrative Agent, such Funding Agent, such member of such Purchaser Group or such Program Support Provider or (ii) 30 Business Days before prescribed by applicable law as will permit such payments to be made without withholding or with an exemption from or reduction of Indemnified Taxes or Other Taxes.

(f) If the Administrative Agent, any Funding Agent, any Program Support Provider or any member of any Purchaser Group receives a refund solely in respect of Indemnified Taxes or Other Taxes, it shall pay over such refund to CRCF to the extent that it has already received indemnity payments or additional amounts pursuant to this Section 7.2 with respect to such Indemnified Taxes or Other Taxes giving rise to the refund, net of all out-of-pocket expenses and without interest (other than interest paid by the relevant Governmental Authority with respect to such refund); provided, however, that CRCF shall, upon request of the Administrative Agent, such Funding Agent, such Program Support Provider or such member of such Purchaser Group, repay such refund (plus interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent, such Funding Agent, such Program Support Provider or such member of such Purchaser Group if the Administrative Agent, such Funding Agent, such Program Support Provider or such member of such Purchaser Group is required to repay such refund to such Governmental Authority. Nothing contained herein shall

require the Administrative Agent, any Funding Agent, any Program Support Provider or any member of any Purchaser Group to make its tax returns (or any other information relating to its taxes which it deems confidential) available to CRCF or any other Person.

(g) The Administrative Agent, each Funding Agent, each Program Support Provider and each member of each Purchaser Group (other than any such entity which is a domestic corporation) shall:

(i) upon or prior to becoming a party hereto, deliver to CRCF and the Administrative Agent two (2) duly completed copies of IRS Form X-0XXX, X-0XXX or W-9, or successor applicable forms, as the case may be, establishing a complete exemption from withholding of United States federal income taxes or backup withholding taxes with respect to payments under the Series 2006-2 Notes and this Supplement;

(ii) deliver to CRCF and the Administrative Agent two (2) further copies of any such form or certification establishing a complete exemption from withholding of United States federal income taxes or backup withholding taxes with respect to payments under the Series 2006-2 Notes and this Supplement on or before the date that any such form or certification expires or becomes obsolete and after the occurrence of any event requiring a change in the most recent form previously delivered by it to CRCF; and

(iii) obtain such extensions of time for filing and completing such forms or certifications as may reasonably be requested by CRCF and the Administrative Agent;

unless, in any such case, any change in treaty, law or regulation has occurred after the Series 2006-2 Closing Date (or, if later, the date the Administrative Agent, such Funding Agent, such Program Support Provider or such member of such Purchaser Group becomes an indemnified party hereunder) and prior to the date on which any such delivery would otherwise be required which renders the relevant form inapplicable or which would prevent the Administrative Agent, such Funding Agent, such Program Support Provider or such member of such Purchaser Group from duly completing and delivering the relevant form with respect to it, and the Administrative Agent, such Funding Agent, such Program Support Provider or such member of such Purchaser Group so advises CRCF and the Administrative Agent.

(h) If a beneficial or equity owner of the Administrative Agent, a Funding Agent, a Program Support Provider or a member of a Purchaser Group (instead of the Administrative Agent, the Funding Agent, the Program Support Provider or the member of the Purchaser Group itself) is required under United States federal income tax law or the terms of a relevant treaty to provide IRS Form X-0XXX, X-0XXX or W-9, or any successor applicable forms, as the case may be, in order to claim an exemption from withholding of United States federal income taxes or backup withholding taxes, then each such beneficial owner or equity owner shall be considered to be the Administrative Agent, a Funding Agent, a Program Support Provider or a member of a Purchaser Group for purposes of Section 7.2(g).

Section 7.3. Break Funding Payments. CRCF agrees to indemnify each Purchaser Group and to hold each Purchaser Group harmless from any loss or expense which

such Purchaser Group may sustain or incur as a consequence of (a) the failure by CRCF to accept any Increase after CRCF has given irrevocable notice requesting the same in accordance with the provisions of this Supplement, (b) the conversion into or continuation of a Eurodollar Tranche that occurs other than on the last day of the applicable Eurodollar Period, (c) default by CRCF in making any prepayment in connection with a Decrease after CRCF has given irrevocable notice thereof in accordance with the provisions of Section 2.5(a)(i) or (d) the making of a prepayment of a Eurodollar Tranche (including, without limitation, any Decrease) prior to the termination of the Eurodollar Period for such Eurodollar Tranche or the making of a Decrease on a date other than as specified in any notice of a Decrease or in a greater amount than contained in any notice of a Decrease. Such indemnification shall include an amount determined by the Funding Agent with respect to such Purchaser Group and shall equal (a) in the case of the losses or expenses associated with a Eurodollar Tranche, either (x) the excess, if any, of (i) such Purchaser Group’s cost of funding the amount so prepaid or not so borrowed, converted or continued, for the period from the date of such prepayment or of such failure to borrow, convert or continue to the last day of the Eurodollar Period (or in the case of a failure to borrow, convert or continue, the Eurodollar Period that would have commenced on the date of such prepayment or of such failure), as the case may be, over (ii) the amount of interest earned by such Purchaser Group upon redeployment of an amount of funds equal to the amount prepaid or not borrowed, converted or continued for a comparable period or (y) if such Purchaser Group is able to terminate the funding source before its scheduled maturity, any costs associated with such termination and (b) in the case of the losses or expenses incurred by a CP Conduit Purchaser, the losses and expenses incurred by such CP Conduit Purchaser in connection with the liquidation or reemployment of deposits or other funds acquired by such CP Conduit Purchaser as a result of the failure to accept an Increase, a default in the making of a Decrease or the making of a Decrease in an amount or on a date not contained in a notice of a Decrease. Notwithstanding the foregoing, any payments made by CRCF pursuant to this subsection shall be made solely from funds available in the Series 2006-2 Distribution Account for the payment of Article VII Costs, shall be non-recourse other than with respect to such funds, and shall not constitute a claim against CRCF to the extent that such funds are insufficient to make such payment. This covenant shall survive the termination of this Supplement and the Base Indenture and the payment of all amounts payable hereunder and thereunder. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by any Funding Agent on behalf of a Purchaser Group to CRCF shall be conclusive absent manifest error.

Section 7.4. Alternate Rate of Interest. If prior to the commencement of any Eurodollar Period:

(a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate for such Eurodollar Period, or

(b) the Administrative Agent is advised by any APA Bank that the Adjusted LIBO Rate for such Eurodollar Period will not adequately and fairly reflect the cost to such APA Bank of making or maintaining the Eurodollar Tranches during such Eurodollar Period,

then the Administrative Agent shall promptly give telecopy or telephonic notice thereof to CRCF and the Trustee, whereupon until the Administrative Agent notifies CRCF and the Trustee that the circumstances giving rise to such notice no longer exist, no portion of the Purchaser Group Invested Amount with respect to any Purchaser Group (in the case of clause (a) above) or with respect to the related Purchaser Group (in the case of clause (b) above) shall be allocated to any Eurodollar Tranche.

Section 7.5. Mitigation Obligations. If an Affected Party requests compensation under Section 7.1, or if CRCF is required to pay any additional amount to any Purchaser Group or any Governmental Authority for the account of any Purchaser Group pursuant to Section 7.2, then, upon written notice from CRCF, such Affected Party or Purchaser Group, as the case may be, shall use commercially reasonable efforts to designate a different lending office for funding or booking its obligations hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, which pays a price for such assignment which is acceptable to such Purchaser Group and its assignee, in the judgment of such Affected Party or Purchaser Group, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 7.1 or 7.2, as the case may be, in the future and (ii) would not subject such Affected Party or Purchaser Group to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Affected Party or Purchaser Group. CRCF hereby agrees to pay all reasonable costs and expenses incurred by such Affected Party or Purchaser Group in connection with any such designation or assignment.

ARTICLE VIII

REPRESENTATIONS AND WARRANTIES, COVENANTS

Section 8.1. Representations and Warranties of CRCF and the Administrator. (a) CRCF and the Administrator each hereby represents and warrants to the Trustee, the Administrative Agent, the Surety Provider, each Funding Agent, each CP Conduit Purchaser and each APA Bank that:

(i) each and every of their respective representations and warranties contained in the Related Documents is true and correct as of the Series 2006-2 Closing Date and true and correct in all material respects as of the Series 2006-2 Initial Funding Date and as of the date of each Increase; and

(ii) as of the Series 2006-2 Closing Date, they have not engaged, in connection with the offering of the Series 2006-2 Notes, in any form of general solicitation or general advertising within the meaning of Rule 502(c) under the Securities Act.

(b) CRCF hereby represents and warrants to the Trustee, the Administrative Agent, each Funding Agent, each CP Conduit Purchaser the Surety Provider, and each APA Bank that each of the Series 2006-2 Notes has been duly authorized and executed by CRCF and when duly authenticated by the Trustee and delivered to the Funding Agents in accordance with the terms of this Supplement will constitute legal, valid and binding obligations of CRCF enforceable in accordance with their terms, except as enforceability thereof may be limited by

bankruptcy, insolvency, or other similar laws relating to or affecting generally the enforcement of creditors’ rights or by general equitable principles.

Section 8.2. Covenants of CRCF and the Administrator. CRCF and the Administrator hereby agree with the other parties hereto and the Surety Provider; in addition to their obligations hereunder, that:

(a) they shall observe in all material respects each and every of their respective covenants (both affirmative and negative) contained in the Base Indenture and all other Related Documents to which each is a party;

(b) they shall afford each Funding Agent with respect to a Purchaser Group, the Trustee or any representatives of any such Funding Agent or the Trustee access to all records relating to the Leases, the Subleases, the Vehicles, the Manufacturer Programs and the Loan Agreements at any reasonable time during regular business hours, upon reasonable prior notice (and with one Business Day’s prior notice if an Amortization Event with respect to the Series 2006-2 Notes shall have been deemed to have occurred or shall have been declared to have occurred), for purposes of inspection and shall permit such Funding Agent, the Trustee or any representative of such Funding Agent or the Trustee to visit any of CRCF’s or the Administrator’s, as the case may be, offices or properties during regular business hours and as often as may reasonably be desired to discuss the business, operations, properties, financial and other conditions of CRCF or the Administrator with their respective officers and employees and with their independent certified public accountants;

(c) they shall promptly provide such additional financial and other information with respect to the Related Documents, CRCF, the Lessors, the Permitted Nominees, the Lessees, the Permitted Sublessees, the Related Documents or the Manufacturer Programs as the Administrative Agent may from time to time reasonably request;

(d) they shall provide to the Administrative Agent and the Surety Provider simultaneously with delivery to the Trustee copies of information furnished to the Trustee or CRCF pursuant to the Related Documents as such information relates to all Series of Notes generally or specifically to the Series 2006-2 Notes or the Series 2006-2 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 2006-2 Notes that have been made and subsequently recovered from Series 2006-2 Noteholders and the dates on which such payments were made. They shall also provide to the Administrative Agent copies of (i) each report prepared pursuant to Sections 9.12 and 9.22 of the Loan Agreements and (ii) the financial statements of ABCR and its consolidated subsidiaries delivered pursuant to Section 31.5 of the Leases. The Administrative Agent shall distribute to the Funding Agents copies of all information delivered to it pursuant to this Section 8.2(d);

(e) they shall not agree to any amendment to the Base Indenture or any other Related Document, which amendment requires the consent of the Requisite Investors,

without having received the prior written consent of the Requisite Noteholders and the Surety Provider;

(f) they shall not agree to any replacement or successor to the Intermediary or the addition of any new Manufacturer as an Eligible Program Manufacturer, in each case without having received the prior written consent of the Requisite Noteholders and the Surety Provider; and

(g) in connection with any sale under Section 11.1(g), they shall agree to facilitate to the extent reasonable, any assignment or amendment necessary to enable the Surety Provider or its Affiliate to hold the Series 2006-2 Notes under this Supplement.

ARTICLE IX

THE ADMINISTRATIVE AGENT

Section 9.1. Appointment. Each of the CP Conduit Purchasers, the APA Banks and the Funding Agents hereby irrevocably designates and appoints the Administrative Agent as the agent of such Person under this Supplement and irrevocably authorizes the Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Supplement and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Supplement, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Supplement, the Administrative Agent shall not have any duties or responsibilities except those expressly set forth herein, or any fiduciary relationship with any CP Conduit Purchaser, any APA Bank or any Funding Agent, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Supplement or otherwise exist against the Administrative Agent.

Section 9.2. Delegation of Duties. The Administrative Agent may execute any of its duties under this Supplement by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care.

Section 9.3. Exculpatory Provisions. Neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with the Base Indenture, this Supplement or any other Related Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s own gross negligence or willful misconduct) or (ii) responsible in any manner to any of the CP Conduit Purchasers, the APA Banks or the Funding Agents for any recitals, statements, representations or warranties made by CRCF, the Lessors, the Lessees, the Permitted Sublessees, the Intermediary, the Administrator, the Surety Provider or any officer thereof contained in this Supplement or any other Related Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Supplement or any

other Related Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Supplement, any other Related Document, or for any failure of any of CRCF, the Lessors, the Lessees, the Permitted Sublessees, the Intermediary, the Surety Provider or the Administrator to perform its obligations hereunder or thereunder. The Administrative Agent shall not be under any obligation to any CP Conduit Purchaser, any APA Bank or any Funding Agent to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Supplement, any other Related Document or to inspect the properties, books or records of CRCF, the Lessors, the Lessees, the Permitted Sublessees, the Intermediary, the Surety Provider or the Administrator.

Section 9.4. Reliance by Administrative Agent. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, telecopy, telex or teletype message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including, without limitation, counsel to CRCF or the Administrator), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent may deem and treat the registered holder of any Series 2006-2 Note as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Supplement or any other Related Document unless it shall first receive such advice or concurrence of the Requisite Noteholders, as it deems appropriate or it shall first be indemnified to its satisfaction by the Funding Agents against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Supplement and the other Related Documents in accordance with a request of the Requisite Noteholders (unless, in the case of any action relating to the giving of consent hereunder, the giving of such consent requires the consent of all Series 2006-2 Noteholders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the CP Conduit Purchasers, the APA Banks and the Funding Agents.

Section 9.5. Notice of Administrator Default or Amortization Event or Potential Amortization Event; Additional Notice Requirements and Information. (a) The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Amortization Event or Potential Amortization Event, any Administrator Default, any CP Disruption Event, any Early Controlled Amortization Event or any Surety Default unless the Administrative Agent has received written notice from a CP Conduit Purchaser, an APA Bank, a Funding Agent, CRCF or the Administrator referring to the Indenture or this Supplement, describing such Amortization Event or Potential Amortization Event, Administrator Default, CP Disruption Event, Early Controlled Amortization Event or Surety Default and stating that such notice is a “notice of an Amortization Event or Potential Amortization Event;” “notice of an Administrator Default,” “notice of a CP Disruption Event,” “notice of an Early Controlled Amortization Event” or “notice of a Surety Default,” as the case may be. In the event that the Administrative Agent receives such a notice, the Administrative Agent shall give notice thereof to the Funding Agents, the Trustee, CRCF and the Administrator. The Administrative Agent shall take such action with respect to such event as shall be reasonably directed by the Requisite Noteholders, provided that unless and until the Administrative Agent shall have received such directions, the Administrative

Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such event as it shall deem advisable in the best interests of the Purchaser Groups.

(b) During the occurrence and continuance of a CP Disruption Event with respect to any CP Conduit Purchaser, the Administrative Agent shall provide to the Administrator, the Trustee and the Surety Provider on the second Business Day of each calendar week (1) a schedule of outstanding Commercial Paper with respect to such CP Conduit Purchaser as of the last Business Day of the preceding calendar week, together with the scheduled maturity dates for such Commercial Paper and the face amounts thereof plus accrued interest due and payable thereon on each such scheduled maturity date and (2) the Available Liquidity Amount with respect to such CP Conduit Purchaser as of such date.

(c) The Administrative Agent shall provide to the Administrator, the Trustee and the Surety Provider (1) so long as no CP Disruption Event has occurred or is continuing, promptly upon receipt of each Monthly Noteholders’ Statement, notice of any disagreement the Administrative Agent has with the Series 2006-2 Invested Amount as reported in such Monthly Noteholders’ Statement and (2) so long as a CP Disruption Event has occurred and is continuing, on the second Business Day of each calendar week, a report of the Series 2006-2 Invested Amount as of the date of such report.

Section 9.6. Non-Reliance on the Administrative Agent and Other Purchaser Groups. Each of the CP Conduit Purchasers, the APA Banks and the Funding Agents expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates has made any representations or warranties to it and that no act by the Administrative Agent hereinafter taken, including any review of the affairs of CRCF, the Lessors, the Lessees, the Permitted Sublessees, the Intermediary, the Surety Provider or the Administrator shall be deemed to constitute any representation or warranty by the Administrative Agent to any such Person. Each of the CP Conduit Purchasers, the APA Banks and the Funding Agents represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other CP Conduit Purchaser, APA Bank or Funding Agent and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness of CRCF, the Lessors, the Lessees, the Permitted Sublessees, the Intermediary, the Surety Provider and the Administrator and made its own decision to enter into this Supplement. Each of the CP Conduit Purchasers, the APA Banks and the Funding Agents also represents that it will, independently and without reliance upon the Administrative Agent or any other CP Conduit Purchaser, APA Bank or Funding Agent, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Supplement and the other Related Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of CRCF, the Lessors,

the Lessees, the Permitted Sublessees, the Intermediary, the Surety Provider and the Administrator. Except for notices, reports and other documents expressly required to be furnished to the Funding Agents by the Administrative Agent hereunder, the Administrative Agent shall have no duty or responsibility to provide any CP Conduit Purchaser, any APA Bank or any Funding Agent with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of CRCF, the Lessors, the Lessees, the Permitted Sublessees, the Intermediary, the Surety Provider or the Administrator which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates.

Section 9.7. Indemnification. Each of the APA Banks in a Purchaser Group agrees to indemnify the Administrative Agent in its capacity as such (to the extent not reimbursed by CRCF and the Administrator and without limiting the obligation of CRCF and the Administrator to do so), ratably according to their respective Commitment Percentages in effect on the date on which indemnification is sought under this Section 9.7 (or if indemnification is sought after the date upon which the Commitment Amounts shall have been reduced to zero, ratably in accordance with their Commitment Percentages immediately prior to such date of such reduction) from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever which may at any time be imposed on, incurred by or asserted against the Administrative Agent in any way relating to or arising out of this Supplement, any of the other Related Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Administrative Agent under or in connection with any of the foregoing; provided that no APA Bank or Funding Agent shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the Administrative Agent’s gross negligence or willful misconduct. The agreements in this Section 9.7 shall survive the payment of all amounts payable hereunder.

Section 9.8. The Administrative Agent in Its Individual Capacity. The Administrative Agent and its Affiliates may make loans to, accept deposits from and generally engage in any kind of business with CRCF, the Administrator or any of their Affiliates as though the Administrative Agent were not the Administrative Agent hereunder. With respect to any Series 2006-2 Note held by the Administrative Agent, the Administrative Agent shall have the same rights and powers under this Supplement and the other Related Documents as any APA Bank or Funding Agent and may exercise the same as though it were not the Administrative Agent, and the terms “APA Bank,” and “Funding Agent” shall include the Administrative Agent in its individual capacity.

Section 9.9. Resignation of Administrative Agent; Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent at any time by giving 30 days’ notice to the Funding Agents, the Trustee, CRCF and the Administrator. If Barclays shall resign as Administrative Agent under this Supplement, then the Requisite Noteholders shall appoint a successor administrative agent from among the Funding Agents, which successor administrative agent shall be approved by CRCF and the Administrator (which approval shall not be unreasonably withheld or delayed) whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Supplement. If no successor administrative agent has accepted appointment as Administrative Agent by the date which is ten (10) days following a retiring Administrative

Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Administrator shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Requisite Noteholders appoint a successor agent as provided for above. After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Article IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Supplement.

ARTICLE X

THE FUNDING AGENTS

Section 10.1. Appointment. Each CP Conduit Purchaser and each APA Bank with respect to such CP Conduit Purchaser hereby irrevocably designates and appoints the Funding Agent set forth next to such CP Conduit Purchaser’s name on Schedule I as the agent of such Person under this Supplement and irrevocably authorizes such Funding Agent, in such capacity, to take such action on its behalf under the provisions of this Supplement and to exercise such powers and perform such duties as are expressly delegated to such Funding Agent by the terms of this Supplement, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Supplement, each Funding Agent shall not have any duties or responsibilities except those expressly set forth herein, or any fiduciary relationship with any CP Conduit Purchaser or APA Bank and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Supplement or otherwise exist against each Funding Agent.

Section 10.2. Delegation of Duties. Each Funding Agent may execute any of its duties under this Supplement by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Each Funding Agent shall not be responsible to the CP Conduit Purchaser or any APA Bank in its Purchaser Group for the negligence or misconduct of any agents or attorneys in-fact selected by it with reasonable care.

Section 10.3. Exculpatory Provisions. Each Funding Agent and any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates shall not be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with the Base Indenture, this Supplement or any other Related Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s own gross negligence or willful misconduct) or (ii) responsible in any manner to any of the CP Conduit Purchasers and/or APA Banks for any recitals, statements, representations or warranties made by CRCF, the Lessors, the Lessees, the Permitted Sublessees, the Intermediary, the Surety Provider, the Administrator, the Administrative Agent, or any officer thereof contained in this Supplement or any other Related Document or in any certificate, report, statement or other document referred to or provided for in, or received by such Funding Agent under or in connection with, this Supplement or any other Related Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Supplement, any other Related Document, or for any failure of any of CRCF, the Lessors, the Lessees, the Permitted Sublessees, the Intermediary, the Surety Provider, the Administrative Agent, or the Administrator to perform its obligations hereunder or thereunder.

Each Funding Agent shall not be under any obligation to the CP Conduit Purchaser or any APA Bank in its Purchaser Group to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Supplement, any other Related Document or to inspect the properties, books or records of CRCF, the Lessors, the Lessees, the Permitted Sublessees, the Intermediary, the Surety Provider, the Administrative Agent, or the Administrator.

Section 10.4. Reliance by Each Funding Agent. Each Funding Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, telecopy, telex or teletype message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including, without limitation, counsel to CRCF or the Administrator), independent accountants and other experts selected by such Funding Agent. Each Funding Agent shall be fully justified in failing or refusing to take any action under this Supplement or any other Related Document unless it shall first receive such advice or concurrence of the Related Purchaser Group, as it deems appropriate or it shall first be indemnified to its satisfaction by the Related Purchaser Group against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action.

Section 10.5. Notice of Administrator Default or Amortization Event or Potential Amortization Event. Each Funding Agent shall not be deemed to have knowledge or notice of the occurrence of any Amortization Event or Potential Amortization Event, any Administrator Default, any Early Controlled Amortization Event or any Surety Default unless such Funding Agent has received written notice from a CP Conduit Purchaser, an APA Bank, CRCF, the Administrative Agent or the Administrator referring to the Indenture or this Supplement, describing such Amortization Event or Potential Amortization Event, Administrator Default, Early Controlled Amortization Event or Surety Default and stating that such notice is a “notice of an Amortization Event or Potential Amortization Event,” “notice of an Administrator Default,” “notice of an Early Controlled Amortization Event” or “notice of a Surety Default,” as the case may be. In the event that any Funding Agent receives such a notice, such Funding Agent shall give notice thereof to the CP Conduit Purchaser and APA Banks in its Purchaser Group. Such Funding Agent shall take such action with respect to such event as shall be reasonably directed by the CP Conduit Purchaser and APA Banks in its Purchaser Group, provided that unless and until such Funding Agent shall have received such directions, such Funding Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such event as it shall deem advisable in the best interests of the CP Conduit Purchaser and APA Banks in its Purchaser Group.

Section 10.6. Non-Reliance on Each Funding Agent and Other Purchaser Groups. Each CP Conduit Purchaser and each of the related APA Banks expressly acknowledge that neither its Funding Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates has made any representations or warranties to it and that no act by such Funding Agent hereinafter taken, including any review of the affairs of CRCF, the Lessors, the Lessees, the Permitted Sublessees, the Intermediary, the Surety Provider, the Administrative Agent, or the Administrator shall be deemed to constitute any representation or warranty by such Funding Agent to any such Person. Each CP Conduit Purchaser and each of the related APA Banks

represents to its Funding Agent that it has, independently and without reliance upon such Funding Agent and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness of CRCF, the Lessors, the Lessees, the Permitted Sublessees, the Intermediary, the Surety Provider, the Administrative Agent, and the Administrator and made its own decision to enter into this Supplement. Each CP Conduit Purchaser and each of the related APA Banks also represents that it will, independently and without reliance upon its Funding Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Supplement and the other Related Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other conditions and creditworthiness of CRCF, the Lessors, the Lessees, the Permitted Sublessees, the Intermediary, the Surety Provider, the Administrative Agent, and the Administrator.

Section 10.7. Indemnification. Each APA Bank in a Purchaser Group agrees to indemnify its Funding Agent in its capacity as such (to the extent not reimbursed by CRCF and the Administrator and without limiting the obligation of CRCF and the Administrator to do so), ratably according to its respective APA Bank Percentage in effect on the date on which indemnification is sought under this Section 10.7 (or if indemnification is sought after the date upon which the Commitment Amounts shall have been reduced to zero, ratably in accordance with its APA Bank Percentage at the time of such reduction) from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever which may at any time be imposed on, incurred by or asserted against such Funding Agent in any way relating to or arising out of this Supplement, any of the other Related Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such Funding Agent under or in connection with any of the foregoing; provided that no APA Bank shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from such related Funding Agent’s gross negligence or willful misconduct. The agreements in this Section 10.7 shall survive the payment of all amounts payable hereunder.

Section 10.8. Notice of Maturing Commercial Paper. During the occurrence and continuation of a CP Disruption Event with respect to any CP Conduit Purchaser, the Funding Agent for such CP Conduit Purchaser shall provide to the Administrative Agent on the second Business Day of each calendar week (1) a schedule of outstanding Commercial Paper with respect to such CP Conduit Purchaser as of the last Business Day of the preceding calendar week, together with the scheduled maturity dates for such Commercial Paper and the face amounts thereof plus accrued interest due and payable thereon on each such scheduled maturity date and (2) the Available Liquidity Amount with respect to such CP Conduit Purchaser as of such date. Not less than three (3) Business Days prior to any Mandatory Decrease Date with respect to any CP Conduit Purchaser, the Funding Agent for such CP Conduit Purchaser shall give written notice to the Trustee confirming that, after giving effect to all payments to be made to such CP Conduit Purchaser on or prior to such Mandatory Decrease Date pursuant to the Asset Purchase Agreement with respect to such CP Conduit Purchaser, the aggregate amount paid

thereunder to such CP Conduit Purchaser will be equal to the Liquidity Amount with respect to the Purchaser Group of which such Funding Agent and CP Conduit Purchaser are members.

ARTICLE XI

GENERAL

Section 11.1. Successors and Assigns. (a) This Supplement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, except that CRCF may not assign or transfer any of its rights under this Supplement without the prior written consent of all of the Series 2006-2 Noteholders and the Surety Provider, no CP Conduit Purchaser may assign or transfer any of its rights under this Supplement other than in accordance with the Asset Purchase Agreement with respect to such CP Conduit Purchaser or otherwise to the APA Bank with respect to such CP Conduit Purchaser or a Program Support Provider with respect to such CP Conduit Purchaser or pursuant to clause (b) or (e) below of this Section 11.1 and no APA Bank may assign or transfer any of its rights or obligations under this Supplement except to a Program Support Provider or pursuant to clause (c), (d) or (e) below of this Section 11.1. CRCF shall provide written notification of any assignment to the Rating Agencies.

(b) Without limiting the foregoing, with the prior written consent of the Administrator and CRCF (which consent shall not be unreasonably withheld), each CP Conduit Purchaser may assign all or a portion of the Purchaser Group Invested Amount with respect to such CP Conduit Purchaser and its rights and obligations under this Supplement and any other Related Documents to which it is a party to a Conduit Assignee with respect to such CP Conduit Purchaser. Prior to or concurrently with the effectiveness of any such assignment (or if impracticable, immediately thereafter), the assigning CP Conduit Purchaser shall notify the Administrative Agent, CRCF, the Trustee and the Administrator thereof. Upon such assignment by a CP Conduit Purchaser to a Conduit Assignee, (A) such Conduit Assignee shall be the owner of the Purchaser Group Invested Amount or such portion thereof with respect to such CP Conduit Purchaser, (B) the related administrative or managing agent for such Conduit Assignee will act as the administrative agent for such Conduit Assignee hereunder, with all corresponding rights and powers, express or implied, granted to the Funding Agent hereunder or under the other Related Documents, (C) such Conduit Assignee and its liquidity support provider(s) and credit support provider(s) and other related parties shall have the benefit of all the rights and protections provided to such CP Conduit Purchaser herein and in the other Related Documents (including, without limitation, any limitation on recourse against such Conduit Assignee as provided in this paragraph), (D) such Conduit Assignee shall assume all of such CP Conduit Purchaser’s obligations, if any, hereunder or under the Base Indenture or under any other Related Document with respect to such portion of the Purchaser Group Invested Amount and such CP Conduit Purchaser shall be released from such obligations, (E) all distributions in respect of the Purchaser Group Invested Amount or such portion thereof with respect to such CP Conduit Purchaser shall be made to the applicable agent or administrative agent, as applicable, on behalf of such Conduit Assignee, (F) the definitions of the terms “Monthly Funding Costs” and “Discount” shall be determined in the manner set forth in the definition of “Monthly Funding Costs” and “Discount” applicable to such CP Conduit Purchaser on the basis of the interest rate or discount applicable to commercial paper issued by such Conduit Assignee (rather than such

CP Conduit Purchaser), (G) the defined terms and other terms and provisions of this Supplement, the Base Indenture and the other Related Documents shall be interpreted in accordance with the foregoing, and (H) if requested by the Administrative Agent or the agent or administrative agent with respect to the Conduit Assignee, the parties will execute and deliver such further agreements and documents and take such other actions as the Administrative Agent or such agent or administrative agent may reasonably request to evidence and give effect to the foregoing.

(c) Any APA Bank may, in the ordinary course of its business and in accordance with applicable law, at any time sell all or any part of its rights and obligations under this Supplement and the Series 2006-2 Notes, with the prior written consent of the Administrative Agent, CRCF and the Administrator (in each case, which consent shall not be unreasonably withheld), to one or more banks (an “Acquiring APA Bank”) pursuant to a transfer supplement, substantially in the form of Exhibit H (the “Transfer Supplement”), executed by such Acquiring APA Bank, such assigning APA Bank, the Funding Agent with respect to such APA Bank, the Administrative Agent, CRCF and the Administrator and delivered to the Administrative Agent. Notwithstanding the foregoing, no APA Bank shall so sell its rights hereunder if such Acquiring APA Bank is not an Eligible Assignee.

(d) Any APA Bank may, in the ordinary course of its business and in accordance with applicable law, at any time sell to one or more financial institutions or other entities (“Participants”) participations in its APA Bank Percentage of the Commitment Amount with respect to it and the other APA Banks included in the related Purchaser Group, its Series 2006-2 Note and its rights hereunder pursuant to documentation in form and substance satisfactory to such APA Bank and the Participant; provided, however, that (i) in the event of any such sale by an APA Bank to a Participant, (A) such APA Bank’s obligations under this Supplement shall remain unchanged, (B) such APA Bank shall remain solely responsible for the performance thereof and (C) CRCF and the Administrative Agent shall continue to deal solely and directly with such APA Bank in connection with its rights and obligations under this Supplement and (ii) no APA Bank shall sell any participating interest under which the Participant shall have rights to approve any amendment to, or any consent or waiver with respect to, this Supplement, the Base Indenture or any Related Document, except to the extent that the approval of such amendment, consent or waiver otherwise would require the unanimous consent of all APA Banks hereunder. A Participant shall have the right to receive Article VII Costs but only to the extent that the related selling APA Bank would have had such right absent the sale of the related participation and, with respect to amounts due pursuant to Section 7.2, only to the extent such Participant shall have complied with the provisions of Section 7.2(e) and (g) as if such Participant were the Administrative Agent, a Funding Agent, a Program Support Provider or a member of a Purchaser Group.

(e) Any CP Conduit Purchaser and the APA Bank with respect to such CP Conduit Purchaser may at any time sell all or any part of their respective rights and obligations under this Supplement and the Series 2006-2 Notes, with the prior written consent of the Administrative Agent, CRCF and the Administrator (in each case, which consent shall not be unreasonably withheld), to a multi-seller commercial paper conduit and one or more banks providing support to such multi-seller commercial paper conduit (an “Acquiring Purchaser Group”) pursuant to a transfer supplement, substantially in the form of Exhibit I (the “Purchaser Group Supplement”), executed by such Acquiring Purchaser Group, the Funding Agent with

respect to such Acquiring Purchaser Group (including the CP Conduit Purchaser and the APA Banks with respect to such Purchaser Group), such assigning CP Conduit Purchaser and the APA Banks with respect to such CP Conduit Purchaser, the Funding Agent with respect to such assigning CP Conduit Purchaser and APA Banks, the Administrative Agent, CRCF and the Administrator and delivered to the Administrative Agent.

(f) CRCF authorizes each APA Bank to disclose to any Participant or Acquiring APA Bank (each, a “Transferee”) and any prospective Transferee any and all financial information in such APA Bank’s possession concerning CRCF, the Collateral, the Administrator and the Related Documents which has been delivered to such APA Bank by CRCF or the Administrator in connection with such APA Bank’s credit evaluation of CRCF, the Collateral and the Administrator; provided that to the extent such information constitutes Confidential Information, the disclosing APA Bank shall only disclose such Confidential Information in accordance with the terms of Section 11.29.

(g) At any time during a CP Disruption Event with respect to a CP Conduit Purchaser, at the request and direction of the Surety Provider and upon satisfaction of the Mandatory Assignment Conditions, such CP Conduit Purchaser and the APA Bank with respect to such CP Conduit Purchaser shall sell all or any part of their respective interests under this Supplement and the Series 2006-2 Notes to an Acquiring Purchaser Group, as directed by the Surety Provider pursuant to Section 11.1(e) or to the Surety Provider or its designee. Any amounts remaining unpaid by CRCF to the selling Purchaser Group in excess of the Mandatory Assignment Price and any amounts owed under Article VII hereof to the selling Purchaser Group after an effective assignment if owed at the time of such assignment shall remain an obligation of CRCF hereunder, such amounts to be paid in accordance with the priority of payments set forth in Section 3.3(f). Any amounts paid by CRCF to the Acquiring Purchaser Group (or to the Surety Provider or its designee, in the event of a sale to the Surety Provider or its designee), as the holder of the Series 2006-2 Note, in respect of such Series 2006-2 Note after the Purchase Effective Date attributable to amounts due and payable to the selling Purchaser Group pursuant to this Supplement on such Purchase Effective Date, other than amounts included in the Mandatory Assignment Price, shall be paid by the Acquiring Purchaser Group (or by the Surety Provider or its designee, in the event of a sale to the Surety Provider or its designee) to the selling Purchaser Group.

Section 11.2. Securities Law. Each CP Conduit Purchaser and APA Bank hereby represents and warrants to CRCF that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act and has sufficient assets to bear the economic risk of, and sufficient knowledge and experience in financial and business matters to evaluate the merits and risks of, its investment in a Series 2006-2 Note. Each CP Conduit Purchaser and APA Bank agrees that its Series 2006-2 Note will be acquired for investment only and not with a view to any public distribution thereof, and that such CP Conduit Purchaser and APA Bank will not offer to sell or otherwise dispose of its Series 2006-2 Note (or any interest therein) in violation of any of the registration requirements of the Securities Act, or any applicable state or other securities laws. Each CP Conduit Purchaser and APA Bank acknowledges that it has no right to require CRCF to register its Series 2006-2 Note under the Securities Act or any other securities law. Each CP Conduit Purchaser and APA Bank hereby confirms and agrees that in connection with any transfer by it of an interest in the Series 2006-2

Note, such CP Conduit Purchaser or APA Bank has not engaged and will not engage in a general solicitation or general advertising including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by any general solicitation or general advertising.

Section 11.3. Adjustments; Set-off. (a) If any CP Conduit Purchaser or APA Bank in a Purchaser Group (a “Benefited Purchaser Group”) shall at any time receive in respect of its Purchaser Group Invested Amount any distribution of principal, interest, Commitment Fees or any interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off or otherwise) in a greater proportion than any such distribution received by any other Purchaser Group, if any, in respect of such other Purchaser Group’s Purchaser Group Invested Amount, or interest thereon, the APA Banks in such Benefited Purchaser Group shall purchase for cash from the CP Conduit Purchaser or APA Banks in the other Purchaser Group such portion of such other CP Conduit Purchaser’s or APA Banks’ interest in the Series 2006-2 Notes, or shall provide such other CP Conduit Purchaser or APA Bank with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Purchaser Group to share the excess payment or benefits of such collateral or proceeds ratably with the other Purchaser Group; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Purchaser Group, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. CRCF agrees that any CP Conduit Purchaser or APA Bank so purchasing a portion of another Purchaser Group’s Purchaser Group Invested Amount may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such CP Conduit Purchaser or APA Bank were the direct holder of such portion.

(b) In addition to any rights and remedies of the Purchaser Groups provided by law, each CP Conduit Purchaser and APA Bank shall have the right, without prior notice to CRCF, any such notice being expressly waived by CRCF to the extent permitted by applicable law, upon any amount becoming due and payable by CRCF hereunder or under the Series 2006-2 Notes to set-off and appropriate and apply against any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Purchaser Group to or for the credit or the account of CRCF. Each CP Conduit Purchaser and APA Bank agrees promptly to notify CRCF, the Administrator, the Surety Provider and the Administrative Agent after any such set-off and application made by such CP Conduit Purchaser or APA Bank; provided that the failure to give such notice shall not affect the validity of such set-off and application. CRCF shall not have the right to set-off any amount that is due and payable by any Series 2006-2 Noteholder against any obligation.

Section 11.4. No Bankruptcy Petition. (a) Each of the Administrative Agent, the CP Conduit Purchasers, the APA Banks and the Funding Agents hereby covenants and agrees that, prior to the date which is one year and one day after the later of payment in full of all Series of Notes, it will not institute against, or join any other Person in instituting against, CRCF any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other similar proceedings under any federal or state bankruptcy or similar law.

(b) CRCF, the Trustee, the Administrative Agent, each Funding Agent and each APA Bank hereby covenants and agrees that, prior to the date which is one year and one day after the payment in full of all outstanding Commercial Paper issued by, or for the benefit of, a CP Conduit Purchaser, it will not institute against, or join any other Person in instituting against, such CP Conduit Purchaser (or the Person issuing Commercial Paper for the benefit of such CP Conduit Purchaser) any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other similar proceedings under any federal or state bankruptcy or similar law.

(c) This covenant shall survive the termination of this Supplement and the Base Indenture and the payment of all amounts payable hereunder and thereunder.

Section 11.5. Limited Recourse. (a) Notwithstanding anything to the contrary contained herein, any obligations of each CP Conduit Purchaser hereunder to any party hereto are solely the corporate obligations of such CP Conduit Purchaser and shall be payable at such time as funds are received by or are available to such CP Conduit Purchaser in excess of funds necessary to pay in full all of its outstanding Commercial Paper and, to the extent funds are not available to pay such obligations, the claims relating thereto shall not constitute a claim against such CP Conduit Purchaser but shall continue to accrue. Each party hereto agrees that the payment of any claim (as defined in Section 101 of Title 11 of the Bankruptcy Code) of any such party against a CP Conduit Purchaser shall be subordinated to the payment in full of all of its Commercial Paper.

(b) No recourse under any obligation, covenant or agreement of any CP Conduit Purchaser contained herein shall be had against any incorporator, stockholder, officer, director, employee or agent of such CP Conduit Purchaser, its administrative agent, the Funding Agent with respect to such CP Conduit Purchaser or any of their Affiliates by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that this Supplement is solely a corporate obligation of such CP Conduit Purchaser individually, and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, employee or agent of such CP Conduit Purchaser, its administrative agent, the Funding Agent with respect to such CP Conduit Purchaser or any of its Affiliates (solely by virtue of such capacity) or any of them under or by reason of any of the obligations, covenants or agreements of such CP Conduit Purchaser contained in this Agreement, or implied therefrom, and that any and all personal liability for breaches by such CP Conduit Purchaser of any of such obligations, covenants or agreements, either at common law or at equity, or by statute, rule or regulation, of every such incorporator, stockholder, officer, director, employee or agent is hereby expressly waived as a condition of and in consideration for the execution of this Supplement; provided that the foregoing shall not relieve any such Person from any liability it might otherwise have as a result of fraudulent actions taken or omissions made by them. The provisions of this Section 11.5 shall survive termination of this Supplement.

Section 11.6. Costs and Expenses. CRCF agrees to pay on demand (x) all reasonable out-of-pocket costs and expenses of the Administrative Agent (including, without limitation, reasonable fees and disbursements of counsel to the Administrative Agent) and of each Purchaser Group (including in connection with the preparation, execution and delivery of

this Supplement the reasonable fees and disbursements of one counsel, other than counsel to the Administrative Agent, for all such Purchaser Groups) in connection with (i) the preparation, execution and delivery of this Supplement and the other Related Documents and any amendments or waivers of, or consents under, any such documents and (ii) the enforcement by the Administrative Agent or any Funding Agent of the obligations and liabilities of CRCF, the Lessors, the Lessees, the Permitted Sublessees, the Intermediary and the Administrator under the Indenture, this Supplement, the other Related Documents or any related document and all costs and expenses, if any (including reasonable counsel fees and expenses), in connection with the enforcement of this Agreement and the other Related Documents and (y) all reasonable out of pocket costs and expenses of the Administrative Agent (including, without limitation, reasonable fees and disbursements of counsel to the Administrative Agent) in connection with the administration of this Supplement and the other Related Documents. Any payments made by CRCF pursuant to this Section 11.6 shall be made solely from funds available in the Series 2006-2 Distribution Account for the payment of Article VII Costs, shall be non-recourse other than with respect to such funds, and shall not constitute a claim against CRCF to the extent that insufficient funds exist to make such payment. The agreements in this Section shall survive the termination of this Supplement and the Base Indenture and the payment of all amounts payable hereunder and thereunder.

Section 11.7. Exhibits. The following exhibits attached hereto supplement the exhibits included in the Indenture.

	Exhibit A:		Form of Variable Funding Note
	Exhibit B:		Form of Increase Notice
	Exhibit C:		Form of Consent
	Exhibit D:		Form of Series 2006-2 Demand Note
	Exhibit E:		Form of Series 2006-2 Letter of Credit
	Exhibit F:		Form of Lease Payment Deficit Notice
	Exhibit G:		Form of Demand Notice
	Exhibit H:		Form of Transfer Supplement
	Exhibit I:		Form of Purchaser Group Supplement

Section 11.8. 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 11.9. 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 11.10. 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 11.11. Amendments. This Supplement may be modified or amended from time to time with the prior written consent of the Requisite Noteholders and 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 Requisite Noteholders and the Surety Provider.

Section 11.12. 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 2006-2 Notes without the written consent of the Requisite Noteholders and the Surety Provider and, to the extent there are any amounts due to a Series 2006-2 Interest Rate Swap Counterparty, each such Series 2006-2 Interest Rate Swap Counterparty.

Section 11.13. Notice to Administrative Agent, Surety Provider, Rating Agencies and each Series 2006-2 Interest Rate Hedge Counterparty. The Trustee shall provide to the Administrative Agent, the Surety Provider, each Rating Agency and each Series 2006-2 Interest Rate Hedge 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 Administrative Agent, the Surety Provider and each Series 2006-2 Interest Rate Hedge Counterparty, shall be from counsel reasonably acceptable to the Administrative Agent, the Surety Provider and each Series 2006-2 Interest Rate Hedge Counterparty and shall be in form and substance reasonably acceptable to the Administrative Agent, the Surety Provider and each Series 2006-2 Interest Rate Hedge Counterparty. All such notices, opinions, certificates or other items delivered to the Surety Provider shall be forwarded to XL Capital Assurance Inc., 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000; Attention: Surveillance; telephone: (000) 000-0000, Fax: (000) 000-0000.

Section 11.14. 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 2006-2 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 11.15. 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 2006-2 Notes (and thus, the Required Noteholders under the Base Indenture and other Transaction Documents) for the purposes of giving any and all consents, waivers, instructions, directions, requests, declarations and/or notices pursuant to the Base Indenture; provided, however, that either (x) the Requisite Noteholders or (y) the Surety Provider may declare the occurrence of an Amortization Event with respect to the Series 2006-2 Notes described in Section 9.1 of the Base Indenture (to the extent such Amortization Event does not occur automatically) and the Surety Provider shall not waive any Amortization Event (other than as set forth in the last sentence of Article IV) with respect to the Series 2006-2 Notes described in Section 9.1 of the Base Indenture or consent to any amendment or waiver of any provision of the Base Indenture or the Related Documents without the consent of the Requisite

Noteholders; provided, however, that the Requisite Noteholders will not have the right to approve any amendment required to satisfy the Mandatory Assignment Conditions in order to effect the transfer of all of the Series 2006-2 Notes outstanding to the Surety Provider or its Affiliate pursuant to Section 11.1(g) hereof, so long as such amendment does not have a material adverse effect on the rights of any Series 2006-2 Noteholder hereunder. For the avoidance of doubt, and notwithstanding any provision to the contrary herein, other than the provisions set forth in Article IV or in this Section 11.15, any matter arising hereunder that requires the vote, direction, approval or waiver of the Series 2006-2 Noteholders shall also require the approval of the Surety Provider. 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 2006-2 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 2006-2 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, the Premium Letter and the Insurance Agreement shall constitute an “Enhancement Agreement” with respect to the Series 2006-2 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 2006-2 Notes for such purposes.

Section 11.16. Capitalization of CRCF. CRCF agrees that on the Series 2006-2 Closing Date and on the date of any increase in the Series 2006-2 Maximum Invested Amount it will have capitalization in an amount equal to or greater than 3% of the sum of (x) the Series 2006-2 Maximum Invested Amount and (y) the invested amount of the Series 2000-2 Notes, the Series 2001-2 Notes, the Series 2002-1 Notes, the Series 2002-2 Notes, the Series 2002-3 Notes, the Series 2003-1 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 2004-4 Notes, the Series 2005-1 Notes, the Series 2005-2 Notes, the Series 2005-4 Notes and the Series 2006-1 Notes.

Section 11.17. Third Party Beneficiary. The Surety Provider and each Series 2006-2 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 11.18. 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 2006-2 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 2006-2 Notes (except those set forth in clauses (g) and (h) of Article IV) or a Series 2006-2 Limited Liquidation Event of Default until after the Trustee has given prior written notice thereof to the Surety Provider and each Series 2006-2 Interest Rate Hedge Counterparty and obtained the written direction of the

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Surety Provider. 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 2006-2 Limited Liquidation Event of Default.

Section 11.19. Effect of Payments by the Surety Provider. Anything herein to the contrary notwithstanding, any distribution of principal of or interest on the Series 2006-2 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 2006-2 Notes by CRCF. The Trustee acknowledges that, without the need for any further action on the part of the Surety Provider, (i) to the extent the Surety Provider makes payments, directly or indirectly, on account of principal of or interest on (including the Liquidity Fees) the Series 2006-2 Notes to the Trustee for the benefit of the Series 2006-2 Noteholders or to the Series 2006-2 Noteholders (including any Preference Amounts as defined in the Surety Bond), the Surety Provider will be fully subrogated to the rights of such Series 2006-2 Noteholders to receive such principal and interest and will be deemed to the extent of the payments so made to be a Series 2006-2 Noteholder and (ii) the Surety Provider shall be paid principal and interest in its capacity as a Series 2006-2 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, interest and Liquidity Fees and in each case only after the Series 2006-2 Noteholders have received all payments of principal and interest due to them hereunder on the related Distribution Date.

Section 11.20. Purchaser Group Consent. Each Purchaser Group hereto acknowledges that the Surety Provider may require CRCF to contest the calculation of the Series 2006-2 Invested Amount.

Section 11.21. Series 2006-2 Demand Notes. Other than pursuant to a demand thereon pursuant to Section 3.5, CRCF shall not reduce the amount of the Series 2006-2 Demand Notes or forgive amounts payable thereunder so that the outstanding principal amount of the Series 2006-2 Demand Notes after such reduction or forgiveness is less than the Series 2006-2 Letter of Credit Liquidity Amount. CRCF shall not agree to any amendment of the Series 2006-2 Demand Notes without first satisfying the Rating Agency Confirmation Condition and the Rating Agency Consent Condition.

Section 11.22. Subrogation. In furtherance of and not in limitation of the Surety Provider’s equitable right of subrogation, each of the Trustee, the Series 2006-2 Agent and CRCF acknowledge that, to the extent of any payment made by the Surety Provider under the Surety Bond with respect to interest on or principal of the Series 2006-2 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 2006-2 Noteholders under the Indenture. Each of CRCF and the Trustee agree to such subrogation and, further, agree to take such actions as the Surety Provider may reasonably request in writing to evidence such subrogation.

Section 11.23. Termination of Supplement. This Supplement shall cease to be of further effect when all outstanding Series 2006-2 Notes theretofore authenticated and issued have been delivered (other than destroyed, lost, or stolen Series 2006-2 Notes which have been

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replaced or paid) to the Trustee for cancellation and CRCF has paid all sums payable hereunder, the Surety Provider has been paid all Surety Provider Fees and all other Surety Provider Reimbursement Amounts due hereunder, under the Surety Bond and under the Insurance Agreement, all Series 2006-2 Interest Rate Swaps shall have been terminated and there are no amounts due and owing thereunder and, if the Series 2006-2 Demand Note Payment Amount on the Series 2006-2 Letter of Credit Termination Date was greater than zero, the Series 2006-2 Cash Collateral Account Surplus shall equal zero and all amounts have been withdrawn from the Series 2006-2 Cash Collateral Account in accordance with Section 3.8(h).

Section 11.24. Condition to Termination of CRCF’s Obligations. Notwithstanding anything to the contrary in Section 11.1 of the Base Indenture, so long as this Supplement is in effect, CRCF may not terminate its obligations under the Indenture unless CRCF shall have delivered to the Surety Provider and each Series 2006-2 Interest Rate Swap Counterparty an Opinion of Counsel, in form and substance acceptable to the Surety Provider and each Series 2006-2 Interest Rate Swap Counterparty, to the effect that, in the event of a bankruptcy proceeding under the Bankruptcy Code in respect of CRCF, the Lessor or any Lessee, the bankruptcy court would not avoid any amounts distributed to the Series 2006-2 Noteholders, the Surety Provider or any Series 2006-2 Interest Rate Swap Counterparty in connection with such termination.

Section 11.25. Collateral Representations and Warranties of CRCF. CRCF hereby represents and warrants to the Trustee, the Administrative Agent, each Funding Agent, each Purchaser Group, the Surety Provider and any Series 2006-2 Interest Rate Swap Counterparty that:

(a) the Base Indenture creates a valid and continuing security interest (as defined in the applicable UCC) in the Collateral in favor of the Trustee for the benefit of the Noteholders, the Surety Provider and any Series 2006-2 Interest Rate Swap Counterparty, which security interest is prior to all other liens, and is enforceable as such as against creditors of and purchasers from CRCF. This Supplement will create a valid and continuing security interest (as defined in the applicable UCC) in the Series 2006-2 Collateral in favor of the Trustee for the benefit of the Series 2006-2 Noteholders, the Surety Provider and any Series 2006-2 Interest Rate Swap Counterparty, which security interest is prior to all other liens, and is enforceable as such as against creditors of and purchasers from CRCF.

(b) The Collateral and the Series 2006-2 Collateral (in each case, other than the Vehicles) consist of “investment property,” “securities accounts,” “instruments,” “general intangibles” and “deposit accounts” within the meaning of the applicable UCC.

(c) CRCF owns and has good and marketable title to the Collateral and the Series 2006-2 Collateral free and clear of any lien, claim or encumbrance of any Person.

(d) With respect to the portion of the Collateral and the Series 2006-2 Collateral that consists of instruments, all original executed copies of each instrument that constitute or evidence part of the Collateral and the Series 2006-2 Collateral have been delivered to the Trustee. None of the instruments that constitute or evidence the

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Collateral and the Series 2006-2 Collateral have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Trustee.

(e) With respect to the portion of the Collateral and the Series 2006-2 Collateral that consists of general intangibles, CRCF has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Collateral and the Series 2006-2 Collateral granted to the Trustee under the Base Indenture.

(f) With respect to the portion of the Collateral and the Series 2006-2 Collateral that consists of deposit or securities accounts maintained with a bank other than the Trustee (collectively, the “Bank Accounts”), CRCF has delivered to the Trustee a fully executed agreement pursuant to which the bank maintaining the Bank Accounts has agreed to comply with all instructions originated by the Trustee directing disposition of the funds in the Bank Accounts without further consent by CRCF. The Bank Accounts are not in the name of any person other than CRCF, the Series 2006-2 Agent or the Trustee. CRCF has not consented to the bank maintaining the Bank Accounts to comply with instructions of any person other than the Trustee.

(g) Other than the security interest granted to the Trustee under the Base Indenture and this Supplement, CRCF has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral or the Series 2006-2 Collateral. CRCF has not authorized the filing of and is not aware of any financing statements against CRCF that includes a description of collateral covering the Collateral other than any financing statement under the Base Indenture or that has been terminated. CRCF is not aware of any judgment or tax lien filings against CRCF.

(h) CRCF has not authorized the filing of and is not aware of any financing statements against CRCF that include a description of collateral covering the Collateral and the Series 2006-2 Collateral other than any financing statements (i) relating to the security interest granted to the Trustee in the Base Indenture or (ii) that has been terminated.

Section 11.26. No Waiver; Cumulative Remedies. No failure to exercise and no delay in exercising, on the part of the Trustee, the Administrative Agent, the Surety Provider, any Funding Agent, any CP Conduit Purchaser or any APA Bank, any right, remedy, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exhaustive of any rights, remedies, powers and privileges provided by law.

Section 11.27. Waiver of Setoff. Notwithstanding any other provision of this Supplement or any other agreement to the contrary, all payments to the Administrative Agent, the Funding Agents, the CP Conduit Purchasers, the APA Banks hereunder and to the Surety Provider as the subrogee of the Noteholders shall be made without set-off or counterclaim.

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Section 11.28. Notices. All notices, requests, instructions and demands to or upon any party hereto to be effective shall be given (i) in the case of CRCF, the Administrator and the Trustee, in the manner set forth in Section 13.1 of the Base Indenture, (ii) in the case of the Surety Provider and any Series 2006-2 Interest Rate Hedge Counterparty, in the manner set forth in Section 11.13 and (iii) in the case of the Administrative Agent, the CP Conduit Purchasers, the APA Banks and the Funding Agents, in writing, and, unless otherwise expressly provided herein, shall be deemed to have been duly given or made when delivered by hand or three days after being deposited in the mail, postage prepaid, in the case of facsimile notice, when received, or in the case of overnight air courier, one Business Day after the date such notice is delivered to such overnight courier, addressed as follows in the case of the Administrative Agent and to the addresses therefor set forth in Schedule I, in the case of the CP Conduit Purchasers, the APA Banks and the Funding Agents; or to such other address as may be hereafter notified by the respective parties hereto:

Administrative

Agent: Barclays Bank PLC, as Administrative Agent

000 Xxxx Xxxxxx, 0^xx Xxxxx

Xxx Xxxx, Xxx Xxxx 00000

Attn: Xx. Xxxx Xxxxx

Tel: (000) 000-0000

Fax: (000) 000-0000

Section 11.29. Confidential Information. (a) The Trustee and each Series 2006-2 Noteholder will maintain the confidentiality of all Confidential Information in accordance with procedures adopted by the Trustee or such Series 2006-2 Noteholder 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 11.29; (ii) such Person’s financial advisors and other professional advisors who agree to hold confidential the Confidential Information substantially in accordance with the terms of this Section 11.29; (iii) any other Series 2006-2 Noteholder; (iv) any Person of the type that would be, to such Person’s knowledge, permitted to acquire Series 2006-2 Notes in accordance with the requirements of the Indenture to which such Person sells or offers to sell any such Series 2006-2 Note or any part thereof or any participation therein and that agrees to hold confidential the Confidential Information substantially in accordance with this Section 11.29 (or in accordance with such other confidentiality procedures as are acceptable to CRCF); (v) any federal or state or other regulatory, governmental or judicial authority having jurisdiction over such Person; (vi) the National Association of Insurance Commissioners or any similar organization, or any nationally recognized rating agency that requires access to information about the investment portfolio of such Person, (vii) any reinsurers or liquidity or credit providers that agree to hold confidential the Confidential Information substantially in accordance with this Section 11.29 (or in accordance with such other confidentiality procedures as are acceptable to CRCF); (viii) any Person acting as a placement agent or dealer with respect to any Commercial Paper (provided that any Confidential Information provided to any such placement agent or dealer does not reveal the identity of Cendant or any of its Affiliates); (ix) any other Person with

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the consent of CRCF; or (x) any other Person to which such delivery or disclosure may be necessary or appropriate (A) to effect compliance with any law, rule, regulation, statute or order applicable to such Person, (B) in response to any subpoena or other legal process upon prior notice to CRCF (unless prohibited by applicable law, rule, order or decree or other requirement having the force of law), (C) in connection with any litigation to which such Person is a party upon prior notice to CRCF (unless prohibited by applicable law, rule, order or decree or other requirement having the force of law) or (D) if an Amortization Event with respect to the Series 2006-2 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 2006-2 Notes, the Indenture or any other Related Document; and provided, further, however, that delivery to Series 2006-2 Noteholders of any report or information required by the terms of the Indenture to be provided to Series 2006-2 Noteholders shall not be a violation of this Section 11.29. Each Series 2006-2 Noteholder agrees, except as set forth in clauses (v), (vi) and (x) above, that it shall use the Confidential Information for the sole purpose of making an investment in the Series 2006-2 Notes or administering its investment in the Series 2006-2 Notes. In the event of any required disclosure of the Confidential Information by such Series 2006-2 Noteholder, such Series 2006-2 Noteholder agrees to use reasonable efforts to protect the confidentiality of the Confidential Information. Each Series 2006-2 Noteholder, by its acceptance of a Series 2006-2 Note, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 11.29.

(b) For the purposes of this Section 11.29, “Confidential Information” means information delivered to the Trustee or any Series 2006-2 Noteholder by or on behalf of CRCF 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 2006-2 Noteholder prior to the time of such disclosure; (ii) subsequently becomes publicly known through no act or omission by the Trustee, any Series 2006-2 Noteholder or any person acting on behalf of the Trustee or any Series 2006-2 Noteholder; (iii) otherwise is known or becomes known to the Trustee or any Series 2006-2 Noteholder other than (x) through disclosure by CRCF or (y) as a result of the breach of a fiduciary duty to CRCF or a contractual duty to CRCF; or (iv) is allowed to be treated as non-confidential by consent of CRCF.

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

			CENDANT RENTAL CAR FUNDING (AESOP)LLC, as Issuer
		By:	/s/: Xxxxxx X. Xxxxxxx, Xx.
			Name: Xxxxxx X. Xxxxxxx, Xx. Title: Vice President, Assistant Secretary and Assistant Treasurer

			AVIS BUDGET CAR RENTAL, LLC, as Administrator
		By:	/s/: Xxxxxxxx Xxxxxxx
			Name: Xxxxxxxx Xxxxxxx Title: Vice President, Assistant Secretary and Assistant Treasurer

			BARCLAYS BANK PLC, as Administrative Agent
		By:	/s/: Xxxxxxx Xxxxxxxx
			Name: Xxxxxxx Xxxxxxxx Title: Director

			STRATFORD RECEIVABLES COMPANY, LLC, as a CP Conduit Purchaser
		By:	/s/: Xxxxx X. Xxxxxxx
			Name: Xxxxx X. Xxxxxxx Title: Director

			BARCLAYS BANK PLC, as a Funding Agent and an APA Bank
		By:	/s/: Xxxxxxx Xxxxxxxx
			Name: Xxxxxxx Xxxxxxxx Title: Associate Director

			THE BANK OF NEW YORK, as Trustee
		By:	/s/: Xxxx Xxxxx
			Name: Xxxx Xxxxx Title: Vice President

			THE BANK OF NEW YORK, as Series 2006-2 Agent
		By:	/s/: Xxxx Xxxxx
			Name: Xxxx Xxxxx Title: Vice President

SCHEDULE I TO SERIES 2006-2 SUPPLEMENT

	CP Conduit	APA Banks	Funding Agent	APA Bank Percentage	Commitment Amount	Mandatory Liquidity Percentage
1.	Stratford Receivables Company, LLC	Barclays Bank PLC	Barclays Bank PLC	100%	$600,000,000	20%

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CENDANT RENTAL CAR FUNDING (AESOP) LLC, as Issuer AVIS BUDGET CAR RENTAL, LLC, as Administrator BARCLAYS BANK PLC, as Administrative Agent, Funding Agent and APA Bank STRATFORD RECEIVABLES COMPANY, LLC, as a CP Conduit Purchaser and THE BANK OF NEW...

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