SECOND AMENDED AND RESTATED BASE INDENTURE

SERIES 2009-2 SUPPLEMENT, dated as of October 1, 2009 (this “ Supplement ”), among AVIS BUDGET RENTAL CAR FUNDING (AESOP) LLC, a special purpose limited liability company established under the laws of Delaware (“ ABRCF ”), THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (formerly known as The Bank of New York), a limited purpose national banking association with trust powers, as trustee (in such capacity, and together with its successors in trust thereunder as provided in the Base Indenture referred to below, the “ Trustee ”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (formerly known as The Bank of New York), as agent (in such capacity, the “ Series 2009-2 Agent ”) for the benefit of the Series 2009-2 Noteholders, to the Second Amended and Restated Base Indenture, dated as of June 3, 2004, between ABRCF and the Trustee (as amended, modified or supplemented from time to time, exclusive of Supplements creating a new Series of Notes, the “ Base Indenture ”).

WHEREAS, Sections 2.2 and 12.1 of the Base Indenture provide, among other things, that ABRCF and the Trustee may at any time and from time to time enter into a supplement to the Base Indenture for the purpose of authorizing the issuance of one or more Series of Notes;

There is hereby created a Series of Notes to be issued pursuant to the Base Indenture and this Supplement, and such Series of Notes shall be designated generally as the Series 2009-2 5.68%  Rental Car Asset Backed Notes.

The proceeds from the sale of the Series 2009-2 Notes shall be deposited in the Collection Account and shall be paid to ABRCF and used to make Loans under the Loan Agreements to the extent that the Borrowers have requested Loans thereunder and Eligible Vehicles are available for acquisition or refinancing thereunder on the date hereof.  Any such portion of proceeds not so used to make Loans shall be deemed to be Principal Collections.

The Series 2009-2 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.

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

of this Supplement, except as otherwise provided herein.  Unless otherwise stated herein, as the context otherwise requires or if such term is otherwise defined in the Base Indenture, each capitalized term used or defined herein shall relate only to the Series 2009-2 Notes and not to any other Series of Notes issued by ABRCF.  In the event that a term used herein shall be defined both herein and in the Base Indenture, the definition of such term herein shall govern.

(b)           The following words and phrases shall have the following meanings with respect to the Series 2009-2 Notes and the definitions of such terms are applicable to the singular as well as the plural form of such terms and to the masculine as well as the feminine and neuter genders of such terms:

“ ABCR ” means Avis Budget Car Rental, LLC.

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

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

“ Certificate of Lease Deficit Demand ” means a certificate substantially in the form of Annex A to the Series 2009-2 Letters of Credit.

“ Certificate of Termination Date Demand ” means a certificate substantially in the form of Annex D to the Series 2009-2 Letters of Credit.

“ Certificate of Termination Demand ” means a certificate substantially in the form of Annex C to the Series 2009-2 Letters of Credit.

“ Certificate of Unpaid Demand Note Demand ” means a certificate substantially in the form of Annex B to the Series 2009-2 Letters of Credit.

“ Clearstream ” is defined in Section 5.2.

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

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

“ Demand Note Issuer ” means each issuer of a Series 2009-2 Demand Note.

“ Designated Amounts ” is defined in Article IV.

“ Disbursement ” means any Lease Deficit Disbursement, any Unpaid Demand Note Disbursement, any Termination Date Disbursement or any Termination Disbursement under a Series 2009-2 Letter of Credit, or any combination thereof, as the context may require.

“ Euroclear ” is defined in Section 5.2.

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

“ Excluded Receivable Amount ” means, as of any date of determination, the sum of the following amounts with respect to each Series 2009-2 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 Series 2009-2 Non-Investment Grade Manufacturer and (ii) the Series 2009-2 Excluded Manufacturer Receivable Specified Percentage for such Series 2009-2 Non-Investment Grade Manufacturer as of such date.

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

“ 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.

“ Lease Deficit Disbursement ” means an amount drawn under a Series 2009-2 Letter of Credit pursuant to a Certificate of Lease Deficit Demand.

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

aggregate Adjusted Net Book Value of all Adjusted Program Vehicles, in the case of each of clause (a) and (b) leased under the AESOP I Operating Lease and the Finance Lease as of the preceding Determination Date and the two Determination Dates precedent thereto.

“ Monthly Total Principal Allocation ” means for any Related Month the sum of all Series 2009-2 Principal Allocations with respect to such Related Month.

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

“ Permanent Global Series 2009-2 Note” is defined in Section 5.2.

“ Pre-Preference Period Demand Note Payments ” means, as of any date of determination, the aggregate amount of all proceeds of demands made on the Series 2009-2 Demand Notes included in the Series 2009-2 Demand Note Payment Amount as of the Series 2009-2 Letter of Credit Termination Date that were paid by the Demand Note Issuers more than one year before such date of determination; provided , however ,   that if an Event of Bankruptcy (or the occurrence of an event described in clause (a) of the definition thereof, without the lapse of a period of sixty (60) consecutive days) with respect to a Demand Note Issuer occurs during such one-year period, (x) the Pre-Preference Period Demand Note Payments as of any date during the period from and including the date of the occurrence of such Event of Bankruptcy to and including the conclusion or dismissal of the proceedings giving rise to such Event of Bankruptcy without continuing jurisdiction by the court in such proceedings shall equal the Pre-Preference Period Demand Note Payments as of the date of such occurrence for all Demand Note Issuers and (y) the Pre-Preference Period Demand Note Payments as of any date after the conclusion or dismissal of such proceedings shall equal the Series 2009-2 Demand Note Payment Amount as of the date of the conclusion or dismissal of such proceedings.

“ Principal Deficit Amount ” means, as of any date of determination, the excess, if any, of (i) the Series 2009-2 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 2009-2 AESOP I Operating Lease Loan Agreement Borrowing Base on such date; provided , however that the Principal Deficit Amount on any date occurring during the period commencing on and including the date of the filing by any of the Lessees of a petition for relief under Chapter 11 of the Bankruptcy Code to but excluding the date on which each of the Lessees shall have resumed making all payments of the portion of Monthly Base Rent relating to Loan Interest required to be made under the AESOP I Operating Lease, shall mean the excess, if any, of (x) the Series 2009-2 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 2009-2 AESOP I Operating Lease Loan Agreement Borrowing Base on such date and (2) the lesser of (a) the Series 2009-2 Liquidity Amount on such date and (b) the Series 2009-2 Required Liquidity Amount on such date.

“ Pro Rata Share ” means, with respect to any Series 2009-2 Letter of Credit Provider as of any date, the fraction (expressed as a percentage) obtained by dividing (A) the available amount under such Series 2009-2 Letter of Credit Provider’s Series 2009-2 Letter of

Credit as of such date by (B) an amount equal to the aggregate available amount under all Series 2009-2 Letters of Credit as of such date; provided , that only for purposes of calculating the Pro Rata Share with respect to any Series 2009-2 Letter of Credit Provider as of any date, if such Series 2009-2 Letter of Credit Provider has not complied with its obligation to pay the Trustee the amount of any draw under its Series 2009-2 Letter of Credit made prior to such date, the available amount under such Series 2009-2 Letter of Credit Provider’s Series 2009-2 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 2009-2 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 2009-2 Letter of Credit).

“ Requisite Noteholders ” means Series 2009-2 Noteholders holding more than 50% of the Series 2009-2 Invested Amount.

“ Restricted Global Series 2009-2 Note ” is defined in Section 5.1.

“ 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, at the request of ABRCF based on the average equipment and average mileage of each Vehicle of such model class and model year then leased under the AESOP I Operating Lease or the Finance Lease; provided , further , that if no such third-party data source or methodology shall have been so approved or any such third-party data source or

methodology is not available, the Market Value of such Vehicle shall be equal to a reasonable estimate of the wholesale market value of such Vehicle as determined by the Administrator, based on the Net Book Value of such Vehicle and any other factors deemed relevant by the Administrator.

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

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

“ Series 2004-1 Notes ” means the Series of Notes designated as the Series 2004-1 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 2007-2 Notes ” means the Series of Notes designated as the Series 2007-2 Notes.

“ Series 2008-1 Notes ” means the Series of Notes designated as the Series 2008-1 Notes.

“ Series 2009-1 Notes ” means the Series of Notes designated as the Series 2009-1 Notes.

“ Series 2009-2 Accounts ” means each of the Series 2009-2 Distribution Account, the Series 2009-2 Reserve Account, the Series 2009-2 Collection Account, the Series 2009-2 Excess Collection Account and the Series 2009-2 Accrued Interest Account.

“ Series 2009-2 Accrued Interest Account ” is defined in Section 2.1(b).

“ Series 2009-2 AESOP I Operating Lease Loan Agreement Borrowing Base ” means, as of any date of determination, the product of (a) the Series 2009-2 AESOP I Operating Lease Vehicle Percentage as of such date and (b) the excess of (i) the AESOP I Operating Lease Loan Agreement Borrowing Base as of such date over (ii) the Excluded Receivable Amount as of such date.

“ Series 2009-2 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 2009-2 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 2009-2 Agent ” is defined in the recitals hereto.

“ Series 2009-2 Available Cash Collateral Account Amount ” means, as of any date of determination, the amount on deposit in the Series 2009-2 Cash Collateral Account (after giving effect to any deposits thereto and withdrawals and releases therefrom on such date).

“ Series-2009-2 Available Reserve Account Amount ” means, as of any date of determination, the amount on deposit in the Series 2009-2 Reserve Account (after giving effect to any deposits thereto and withdrawals and releases therefrom on such date).

“ Series 2009-2 Carryover Controlled Amortization Amount ” means, with respect to any Related Month during the Series 2009-2 Controlled Amortization Period, the amount, if any, by which the portion of the Monthly Total Principal Allocation paid to the Series 2009-2 Noteholders pursuant to Section 2.5(e) for the previous Related Month was less than the Series 2009-2 Controlled Distribution Amount for the previous Related Month; provided , however, that for the first Related Month in the Series 2009-2 Controlled Amortization Period, the Series 2009-2 Carryover Controlled Amortization Amount shall be zero.

“ Series 2009-2 Cash Collateral Account ” is defined in Section 2.8(f).

“ Series 2009-2 Cash Collateral Account Collateral ” is defined in Section 2.8(a).

“ Series 2009-2 Cash Collateral Account Surplus ” means, with respect to any Distribution Date, the lesser of (a) the Series 2009-2 Available Cash Collateral Account Amount and (b) the lesser of (A) the excess, if any, of the Series 2009-2 Liquidity Amount (after giving effect to any withdrawal from the Series 2009-2 Reserve Account on such Distribution Date) over the Series 2009-2 Required Liquidity Amount on such Distribution Date and (B) the excess, if any, of the Series 2009-2 Enhancement Amount (after giving effect to any withdrawal from the Series 2009-2 Reserve Account on such Distribution Date) over the Series 2009-2 Required Enhancement Amount on such Distribution Date; provided , however that, on any date after the Series 2009-2 Letter of Credit Termination Date, the Series 2009-2 Cash Collateral Account Surplus shall mean the excess, if any, of (x) the Series 2009-2 Available Cash Collateral Account Amount over (y) the Series 2009-2 Demand Note Payment Amount minus   the Pre-Preference Period Demand Note Payments as of such date.

“ Series 2009-2 Cash Collateral Percentage ” means, as of any date of determination, the percentage equivalent of a fraction, the numerator of which is the Series 2009-2 Available Cash Collateral Amount as of such date and the denominator of which is the Series 2009-2 Letter of Credit Liquidity Amount as of such date.

“ Series 2009-2 Closing Date ” means October 1, 2009.

“ Series 2009-2 Collateral ” means the Collateral, each Series 2009-2 Letter of Credit, each Series 2009-2 Demand Note, the Series 2009-2 Distribution Account Collateral, the Series 2009-2 Cash Collateral Account Collateral and the Series 2009-2 Reserve Account Collateral.

“ Series 2009-2 Collection Account ” is defined in Section 2.1(b).

“ Series 2009-2 Controlled Amortization Amount ” means, with respect to any Related Month during the Series 2009-2 Controlled Amortization Period, $75,000,000.

“ Series 2009-2 Controlled Amortization Period ” means the period commencing at the opening of business on August 1, 2012 (or, if such day is not a Business Day, the Business Day immediately preceding such day) and continuing to the earliest of (i) the commencement of the Series 2009-2 Rapid Amortization Period, (ii) the date on which the Series 2009-2 Notes are fully paid and (iii) the termination of the Indenture.

“ Series 2009-2 Controlled Distribution Amount ” means, with respect to any Related Month during the Series 2009-2 Controlled Amortization Period, an amount equal to the sum of the Series 2009-2 Controlled Amortization Amount and any Series 2009-2 Carryover Controlled Amortization Amount for such Related Month.

“ Series 2009-2 Demand Note ” means each demand note made by a Demand Note Issuer, substantially in the form of Exhibit C , as amended, modified or restated from time to time.

“ Series 2009-2 Demand Note Payment Amount ” means, as of the Series 2009-2 Letter of Credit Termination Date, the aggregate amount of all proceeds of demands made on the Series 2009-2 Demand Notes pursuant to Section 2.5(b) or (c) that were deposited into the Series 2009-2 Distribution Account and paid to the Series 2009-2 Noteholders during the one year period ending on the Series 2009-2 Letter of Credit Termination Date; provided , however , that if an Event of Bankruptcy (or the occurrence of an event described in clause (a) of the definition thereof, without the lapse of a period of sixty (60) consecutive days) with respect to a Demand Note Issuer shall have occurred during such one year period, the Series 2009-2 Demand Note Payment Amount as of the Series 2009-2 Letter of Credit Termination Date shall equal the Series 2009-2 Demand Note Payment Amount as if it were calculated as of the date of such occurrence.

“ Series 2009-2 Deposit Date ” is defined in Section 2.2.

“ Series 2009-2 Distribution Account ” is defined in Section 2.9(a).

“ Series 2009-2 Distribution Account Collateral ” is defined in Section 2.9(d).

“ Series 2009-2 Eligible Letter of Credit Provider ” means a Person satisfactory to ABCR and the Demand Note Issuers and having, at the time of the issuance of the related Series 2009-2 Letter of Credit, a long-term senior unsecured debt rating (or the equivalent thereof) of at least “A1” from Moody’s and a short-term senior unsecured debt rating of at least “P-1” from Moody’s that is (a) a commercial bank having total assets in excess of $500,000,000, (b) a finance company, insurance company or other financial institution that in the ordinary course of

business issues letters of credit and has total assets in excess of $200,000,000 or (c) any other financial institution; provided , however , that if a Person is not a Series 2009-2 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 2009-2 Eligible Letter of Credit Provider until ABRCF has provided 10 days’ prior written notice to Moody’s that such Person has been proposed as a Series 2009-2 Letter of Credit Provider.

“ Series 2009-2 Enhancement ” means the Series 2009-2 Cash Collateral Account Collateral, the Series 2009-2 Letters of Credit, the Series 2009-2 Demand Notes, the Series 2009-2 Overcollateralization Amount and the Series 2009-2 Reserve Account Amount.

“ Series 2009-2 Enhancement Amount ” means, as of any date of determination, the sum of (i) the Series 2009-2 Overcollateralization Amount as of such date, (ii) the Series 2009-2 Letter of Credit Amount as of such date, (iii) the Series 2009-2 Available Reserve Account Amount as of such date and (iv) the amount of cash and Permitted Investments on deposit in the Series 2009-2 Collection Account (not including amounts allocable to the Series 2009-2 Accrued Interest Account) and the Series 2009-2 Excess Collection Account as of such date.

“ Series 2009-2 Enhancement Deficiency ” means, on any date of determination, the amount by which the Series 2009-2 Enhancement Amount is less than the Series 2009-2 Required Enhancement Amount as of such date.

“ Series 2009-2 Excess Collection Account ” is defined in Section 2.1(b).

“ Series 2009-2 Excluded Manufacturer Receivable Specified Percentage ” means, as of any date of determination, with respect to each Series 2009-2 Non-Investment Grade Manufacturer as of such date, the percentage (not to exceed 100%) most recently specified in writing by Moody’s to ABRCF and the Trustee and consented to by the Requisite Noteholders with respect to such Series 2009-2 Non-Investment Grade Manufacturer; provided , however , that as of the Series 2009-2 Closing Date the Series 2009-2 Excluded Manufacturer Receivable Specified Percentage for each Series 2009-2 Non-Investment Grade Manufacturer shall be 100%; provided further that the initial Series 2009-2 Excluded Manufacturer Receivable Specified Percentage with respect to any Manufacturer that becomes a Series 2009-2 Non-Investment Grade Manufacturer after the Series 2009-2 Closing Date shall be 100%.

“ Series 2009-2 Expected Final Distribution Date ” means the February 2013 Distribution Date.

“ Series 2009-2 Final Distribution Date ” means the February 2014 Distribution Date.

“ Series 2009-2 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 2009-2 Highest Enhancement Rate ” means, as of any date of determination, the greater of (a) 62.75% and (b) the sum of (i) 62.75% 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 2009-2 Initial Invested Amount ” means the aggregate initial principal amount of the Series 2009-2 Notes, which is $450,000,000.

“ Series 2009-2 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 2009-2 Interest Period shall commence on and include the Series 2009-2 Closing Date and end on and include October 19, 2009.

“ Series 2009-2 Intermediate Enhanced Vehicle Percentage ” means, as of any date of determination, 100% minus the sum of (a) the Series 2009-2 Lowest Enhanced Vehicle Percentage and (b) the Series 2009-2 Highest Enhanced Vehicle Percentage.

“ Series 2009-2 Intermediate Enhancement Rate ” means 62.75%.

“ Series 2009-2 Invested Amount ” means, when used with respect to any date, an amount equal to (a) the Series 2009-2 Initial Invested Amount minus (b) the amount of principal payments made to Series 2009-2 Noteholders on or prior to such date.

“ Series 2009-2 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 2009-2 Invested Amount and the Series 2009-2 Overcollateralization Amount, determined during the Series 2009-2 Revolving Period as of the end of the Related Month (or, until the end of the initial Related Month, on the Series 2009-2 Closing Date), or, during the Series 2009-2 Controlled Amortization Period and the Series 2009-2 Rapid Amortization Period, as of the end of the Series 2009-2 Revolving Period, and the denominator of which shall be the greater of (I) the Aggregate Asset Amount as of the end of the Related Month or, until the end of the initial Related Month, as of the Series 2009-2 Closing Date, and (II) as of the same date as in clause (I), the sum of the numerators used to determine (i) invested percentages for allocations with respect to Principal Collections (for all Series of Notes and all classes of such Series of Notes) and (ii) overcollateralization percentages for allocations with respect to Principal Collections (for all Series of Notes that provide for credit enhancement in the form of overcollateralization); and

(b)           when used with respect to Interest Collections, the percentage equivalent (which percentage shall never exceed 100%) of a fraction, the numerator of which shall be the Accrued Amounts with respect to the Series 2009-2 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 2009-2 Lease Interest Payment Deficit ” means, on any Distribution Date, an amount equal to the excess, if any, of (a) the aggregate amount of Interest Collections which pursuant to Section 2.2(a), (b), (c) or (d) would have been allocated to the Series 2009-2 Accrued Interest Account if all payments of Monthly Base Rent required to have been made under the Leases from and excluding the preceding Distribution Date to and including such Distribution Date were made in full over (b) the aggregate amount of Interest Collections which pursuant to Section 2.2(a), (b), (c) or (d) have been allocated to the Series 2009-2 Accrued Interest Account (excluding any amounts paid into the Series 2009-2 Accrued Interest Account pursuant to the proviso in Sections 2.2(c)(ii) and/or 2.2(d)(ii)) from and excluding the preceding Distribution Date to and including the Business Day immediately preceding such Distribution Date.

“ Series 2009-2 Lease Payment Deficit ” means either a Series 2009-2 Lease Interest Payment Deficit or a Series 2009-2 Lease Principal Payment Deficit.

“ Series 2009-2 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 2009-2 Lease Principal Payment Deficit, if any, on the preceding Distribution Date over (y) the amount deposited in the Distribution Account on such preceding Distribution Date pursuant to Section 2.5(b) on account of such Series 2009-2 Lease Principal Payment Deficit.

“ Series 2009-2 Lease Principal Payment Deficit ” means on any Distribution Date the sum of (a) the Series 2009-2 Monthly Lease Principal Payment Deficit for such Distribution Date and (b) the Series 2009-2 Lease Principal Payment Carryover Deficit for such Distribution Date.

“ Series 2009-2 Letter of Credit ” means an irrevocable letter of credit, if any, substantially in the form of Exhibit D issued by a Series 2009-2 Eligible Letter of Credit Provider in favor of the Trustee for the benefit of the Series 2009-2 Noteholders.

“ Series 2009-2 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 2009-2 Letter of Credit on which no draw has been made pursuant to Section 2.8(c), as specified therein, and (ii) if the Series 2009-2 Cash Collateral Account has been established and funded pursuant to Section 2.8, the Series 2009-2 Available Cash Collateral Account Amount on such date and (b) the aggregate outstanding principal amount of the Series 2009-2 Demand Notes on such date.

“ Series 2009-2 Letter of Credit Expiration Date ” means, with respect to any Series 2009-2 Letter of Credit, the expiration date set forth in such Series 2009-2 Letter of Credit, as such date may be extended in accordance with the terms of such Series 2009-2 Letter of Credit.

“ Series 2009-2 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 2009-2 Letter of Credit on which no draw has been made pursuant to Section 2.8(c),

as specified therein, and (b) if the Series 2009-2 Cash Collateral Account has been established and funded pursuant to Section 2.8, the Series 2009-2 Available Cash Collateral Account Amount on such date.

“ Series 2009-2 Letter of Credit Provider ” means the issuer of a Series 2009-2 Letter of Credit.

“ Series 2009-2 Letter of Credit Termination Date ” means the first to occur of (a) the date on which the Series 2009-2 Notes are fully paid and (b) the Series 2009-2 Termination Date.

“ Series 2009-2 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 (g) of Article III; provided , however , that any event or condition of the type specified in clauses (a) through (g) of Article III shall not constitute a Series 2009-2 Limited Liquidation Event of Default if the Trustee shall have received the written consent of the Requisite Noteholders waiving the occurrence of such Series 2009-2 Limited Liquidation Event of Default.  The Trustee shall promptly (but in any event within two days) provide Moody’s with written notice of such waiver.

“ Series 2009-2 Liquidity Amount ” means, as of any date of determination, the sum of (a) the Series 2009-2 Letter of Credit Liquidity Amount on such date and (b) the Series 2009-2 Available Reserve Account Amount on such date.

“ Series 2009-2 Lowest Enhanced Vehicle Percentage ” means, as of any date of determination, a fraction, expressed as a percentage, (a) the numerator of which is the sum, without duplication, of (1) the aggregate Net Book Value of all Program Vehicles leased under the AESOP I Operating Lease that are manufactured by Eligible Program Manufacturers having long-term senior unsecured debt ratings of “Baa2” or higher from Moody’s as of such date, (2) so long as any Eligible Non-Program Manufacturer has a long-term senior unsecured debt rating of “Baa2” or higher from Moody’s and no Manufacturer Event of Default has occurred and is continuing with respect to such Eligible Non-Program Manufacturer, the aggregate Net Book Value of all Non-Program Vehicles leased under the AESOP I Operating Lease manufactured by each such Eligible Non-Program Manufacturer that are subject to a Manufacturer Program and remain eligible for repurchase thereunder as of such date and (3) the lesser of (A) the sum of (x) if as of such date any Eligible Program Manufacturer has a long-term senior unsecured debt rating of “Baa3” from Moody’s, the aggregate Net Book Value of all Program Vehicles leased under the AESOP I Operating Lease manufactured by each such Eligible Program Manufacturer as of such date and (y) if as of such date any Eligible Non-Program Manufacturer has a long-term senior unsecured debt rating of “Baa3” from Moody’s and no Manufacturer Event of Default has occurred and is continuing with respect to such Eligible Non-Program Manufacturer, the aggregate Net Book Value of all Non-Program Vehicles leased under the AESOP I Operating Lease manufactured by each such Eligible Non-Program Manufacturer that are subject to a Manufacturer Program and remain eligible for repurchase thereunder as of such date and (B) 10% of the aggregate Net Book Value of all Vehicles leased under the AESOP I Operating Lease as of such date and (b) the denominator of

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

“ Series 2009-2 Lowest Enhancement Rate ” means 25.00%.

“ Series 2009-2 Maximum Amount ” means any of the Series 2009-2 Maximum Manufacturer Amounts, the Series 2009-2 Maximum Non-Eligible Manufacturer Amount, the Series 2009-2 Maximum Non-Program Vehicle Amount or the Series 2009-2 Maximum Specified States Amount.

“ Series 2009-2 Maximum Hyundai Amount ” means, as of any day, an amount equal to 20% of the aggregate Net Book Value of all Vehicles leased under the Leases on such day.

“ Series 2009-2 Maximum Individual Isuzu/Subaru Amount ” means, as of any day, with respect to 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 2009-2 Maximum Kia Amount ” means, as of any day, an amount equal to 10% of the aggregate Net Book Value of all Vehicles leased under the Leases on such day.

“ Series 2009-2 Maximum Manufacturer Amount ” means, as of any day, any of the Series 2009-2 Maximum Mitsubishi Amount, the Series 2009-2 Maximum Individual Isuzu/Subaru Amount, the Series 2009-2 Maximum Hyundai Amount, the Series 2009-2 Maximum Kia Amount or the Series 2009-2 Maximum Suzuki Amount.

“ Series 2009-2 Maximum Mitsubishi Amount ” means, as of any day, an amount equal to 10% of the aggregate Net Book Value of all Vehicles leased under the Leases on such day.

“ Series 2009-2 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 2009-2 Maximum Non-Program Vehicle Amount ” means, as of any day, an amount equal to the Series 2009-2 Maximum Non-Program Vehicle Percentage of the aggregate Net Book Value of all Vehicles leased under the Leases on such day.

“ Series 2009-2 Maximum Non-Program Vehicle Percentage ” means, as of any date of determination, the sum of (a) 85% 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 2009-2 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 2009-2 Maximum Suzuki 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 2009-2 Monthly Interest ” means, with respect to (i) the initial Series 2009-2 Interest Period, an amount equal to $1,349,000 and (ii) any other Series 2009-2 Interest Period, an amount equal to the product of (A) one-twelfth of the Series 2009-2 Note Rate and (B) the Series 2009-2 Invested Amount on the first day of such Series 2009-2 Interest Period, after giving effect to any principal payments made on such date.

“ Series 2009-2 Monthly Lease Principal Payment Deficit ” means, on any Distribution Date, an amount equal to the excess, if any, of (a) the aggregate amount of Principal Collections which pursuant to Section 2.2(a), (b), (c) or (d) would have been allocated to the Series 2009-2 Collection Account if all payments required to have been made under the Leases from and excluding the preceding Distribution Date to and including such Distribution Date were made in full over (b) the aggregate amount of Principal Collections which pursuant to Section 2.2(a), (b), (c) or (d) have been allocated to the Series 2009-2 Collection Account (without giving effect to any amounts paid into the Series 2009-2 Accrued Interest Account pursuant to the proviso in Sections 2.2(c)(ii) and/or 2.2(d)(ii)) from and excluding the preceding Distribution Date to and including the Business Day immediately preceding such Distribution Date.

“ Series 2009-2 Non-Investment Grade Manufacturer ” means, as of any date of determination, any Manufacturer that (i) is not a Bankrupt Manufacturer and (ii) does not have a long-term senior unsecured debt rating of at least “Baa3” from Moody’s; provided that any Manufacturer whose long-term senior unsecured debt rating is downgraded from at least “Baa3” to below “Baa3” by Moody’s after the Series 2009-2 Closing Date shall not be deemed a Series 2009-2 Non-Investment Grade Manufacturer until the thirtieth (30 th ) calendar day following such downgrade.

“ Series 2009-2 Note Owner ” means each beneficial owner of a Series 2009-2 Note.

“ Series 2009-2 Note Rate ” means 5.68% per annum

“ Series 2009-2 Noteholder ” means the Person in whose name a Series 2009-2 Note is registered in the Note Register.

“ Series 2009-2 Notes ” means any one of the Series 2009-2 5.68% Rental Car Asset Backed Notes, executed by ABRCF and authenticated by or on behalf of the Trustee, substantially in the form of Exhibit A-1 , Exhibit A-2 or Exhibit A-3 .  Definitive Series 2009-2 Notes shall have such insertions and deletions as are necessary to give effect to the provisions of Section 2.18 of the Base Indenture.

“ Series 2009-2 Overcollateralization Amount ” means (i) as of any date on which no AESOP I Operating Lease Vehicle Deficiency exists, the Series 2009-2 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 2009-2 AESOP I Operating Lease Loan Agreement Borrowing Base as of such date over (y) the Series 2009-2 Invested Amount as of such date.

“ Series 2009-2 Past Due Rent Payment ” is defined in Section 2.2(g).

“ Series 2009-2 Percentage ” means, as of any date of determination, a fraction, expressed as a percentage, the numerator of which is the Series 2009-2 Invested Amount as of such date and the denominator of which is the Aggregate Invested Amount as of such date.

“ Series 2009-2 Principal Allocation ” is defined in Section 2.2(a)(ii).

“ Series 2009-2 Rapid Amortization Period ” means the period beginning at the close of business on the Business Day immediately preceding the day on which an Amortization Event is deemed to have occurred with respect to the Series 2009-2 Notes and ending upon the earliest to occur of (i) the date on which the Series 2009-2 Notes are fully paid, (ii) the Series 2009-2 Final Distribution Date and (iii) the termination of the Indenture.

“ Series 2009-2 Reimbursement Agreement ” means any and each agreement providing for the reimbursement of a Series 2009-2 Letter of Credit Provider for draws under its Series 2009-2 Letter of Credit as the same may be amended, supplemented, restated or otherwise modified from time to time.

“ Series 2009-2 Repurchase Amount ” is defined in Section 6.1.

“ Series 2009-2 Required AESOP I Operating Lease Vehicle Amount ” means, as of any date of determination, the sum of the Series 2009-2 Invested Amount and the Series 2009-2 Required Overcollateralization Amount as of such date.

“ Series 2009-2 Required Enhancement Amount ” means, as of any date of determination, the sum of (i) the product of the Series 2009-2 Required Enhancement Percentage as of such date and the Series 2009-2 Invested Amount as of such date, (ii) the Series 2009-2 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 2009-2 Maximum Non-Program Vehicle Amount as of such date, (iii) the Series 2009-2 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 2009-2 Maximum Mitsubishi Amount as of such date, (iv) the Series 2009-2 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 Isuzu or Subaru, individually, and leased under the Leases as of such date over the Series 2009-2 Maximum Individual Isuzu/Subaru Amount as of such date, (v) the Series 2009-2 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 and leased under the Leases as of such date over the Series 2009-2

Maximum Hyundai Amount as of such date, (vi) the Series 2009-2 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 and leased under the Leases as of such date over the Series 2009-2 Maximum Kia Amount as of such date, (vii) the Series 2009-2 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 Suzuki and leased under the Leases as of such date over the Series 2009-2 Maximum Suzuki Amount as of such date, (viii) the Series 2009-2 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 2009-2 Maximum Specified States Amount as of such date and (ix) the Series 2009-2 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 2009-2 Maximum Non-Eligible Manufacturer Amount as of such date.

“ Series 2009-2 Required Enhancement Percentage ” means, as of any date of determination, the sum of (i) the product of (A) the Series 2009-2 Lowest Enhancement Rate and (B) the Series 2009-2 Lowest Enhanced Vehicle Percentage as of such date, (ii) the product of (A) the Series 2009-2 Intermediate Enhancement Rate and (B) the Series 2009-2 Intermediate Enhanced Vehicle Percentage as of such date, and (iii) the product of (A) the Series 2009-2 Highest Enhancement Rate as of such date and (B) the Series 2009-2 Highest Enhanced Vehicle Percentage as of such date.

“ Series 2009-2 Required Liquidity Amount ” means, as of any date of determination, an amount equal to the product of 3.50% and the Series 2009-2 Invested Amount as of such date.

“ Series 2009-2 Required Overcollateralization Amount ” means, as of any date of determination, the excess, if any, of the Series 2009-2 Required Enhancement Amount over the sum of (i) the Series 2009-2 Letter of Credit Amount as of such date, (ii) the Series 2009-2 Available Reserve Account Amount on such date and (iii) the amount of cash and Permitted Investments on deposit in the Series 2009-2 Collection Account (not including amounts allocable to the Series 2009-2 Accrued Interest Account) and the Series 2009-2 Excess Collection Account on such date.

“ Series 2009-2 Required Reserve Account Amount ” means, for any date of determination, an amount equal to the greater of (a) the excess, if any, of the Series 2009-2 Required Liquidity Amount as of such date over the Series 2009-2 Letter of Credit Liquidity Amount as of such date and (b) the excess, if any, of the Series 2009-2 Required Enhancement Amount over the Series 2009-2 Enhancement Amount (excluding therefrom the Series 2009-2 Available Reserve Account Amount and calculated after giving effect to any payments of principal to be made on the Series 2009-2 Notes) as of such date.

“ Series 2009-2 Reserve Account ” is defined in Section 2.7(a).

“ Series 2009-2 Reserve Account Collateral ” is defined in Section 2.7(d).

“ Series 2009-2 Reserve Account Surplus ” means, with respect to any Distribution Date, the excess, if any, of the Series 2009-2 Available Reserve Account Amount over the Series 2009-2 Required Reserve Account Amount on such Distribution Date.

“ Series 2009-2 Revolving Period ” means the period from and including the Series 2009-2 Closing Date to the earlier of (i) the commencement of the Series 2009-2 Controlled Amortization Period and (ii) the commencement of the Series 2009-2 Rapid Amortization Period; provided that if the Series 2009-2 Notes are paid in full on or prior to the Series 2009-2 Expected Final Distribution Date, then the Series 2009-2 Revolving Period shall also include the period from and including the first day of the calendar month during which the Distribution Date on which the Series 2009-2 Notes are paid in full occurs to the commencement of the Series 2009-2 Rapid Amortization Period.

“ Series 2009-2 Shortfall ” is defined in Section 2.3(g).

“ Series 2009-2 Termination Date ” means the February 2014 Distribution Date.

“ Series 2009-2 Trustee’s Fees ” means, for any Distribution Date during the Series 2009-2 Rapid Amortization Period on which there exists a Series 2009-2 Lease Interest Payment Deficit, a portion of the fees payable to the Trustee in an amount equal to the product of (i) the Series 2009-2 Percentage as of the beginning of the Series 2009-2 Interest Period ending on the day preceding such Distribution Date and (ii) the fees owing to the Trustee under the Indenture; provided that the Series 2009-2 Trustee’s Fees in the aggregate for all Distribution Dates shall not exceed 1.1% of the Series 2009-2 Required AESOP I Operating Lease Vehicle Amount as of the last day of the Series 2009-2 Revolving Period.

“ Series 2009-2 Unpaid Demand Amount ” means, with respect to any single draw pursuant to Section 2.5(c) or (d) on the Series 2009-2 Letters of Credit, the aggregate amount drawn by the Trustee on all Series 2009-2 Letters of Credit.

“ Supplement ” is defined in the preamble hereto.

“ Temporary Global Series 2009-2 Note ” is defined in Section 5.2.

“ Termination Date Disbursement ” means an amount drawn under a Series 2009-2 Letter of Credit pursuant to a Certificate of Termination Date Demand.

“ Termination Disbursement ” means an amount drawn under a Series 2009-2 Letter of Credit pursuant to a Certificate of Termination Demand.

“ Trustee ” is defined in the recitals hereto.

“ Unpaid Demand Note Disbursement ” means an amount drawn under a Series 2009-2 Letter of Credit pursuant to a Certificate of Unpaid Demand Note Demand.

“ Waivable Amount ” is defined in Article IV.

“ Waiver Event ” means the occurrence of the delivery of a Waiver Request and the subsequent waiver of any Series 2009-2 Maximum Amount.

“ Waiver Request ” is defined in Article IV.

(c)           Any amounts calculated by reference to the Series 2009-2 Invested Amount on any date shall, unless otherwise stated, be calculated after giving effect to any payment of principal made to the Series 2009-2 Noteholders on such date.

With respect to the Series 2009-2 Notes, the following shall apply:

Section 2.1    Establishment of Series 2009-2 Collection Account, Series 2009-2 Excess Collection Account and Series 2009-2 Accrued Interest Account .  (a)  All Collections allocable to the Series 2009-2 Notes shall be allocated to the Collection Account.

(b)    The Trustee will create three administrative subaccounts within the Collection Account for the benefit of the Series 2009-2 Noteholders:  the Series 2009-2 Collection Account (such sub-account, the “ Series 2009-2 Collection Account ”), the Series 2009-2 Excess Collection Account (such sub-account, the “ Series 2009-2 Excess Collection Account ”) and the Series 2009-2 Accrued Interest Account (such sub-account, the “ Series 2009-2 Accrued Interest Account ”).

Section 2.2    Allocations with Respect to the Series 2009-2 Notes .  The net proceeds from the initial sale of the Series 2009-2 Notes will be deposited into the Collection Account.  On each Business Day on which Collections are deposited into the Collection Account (each such date, a “ Series 2009-2 Deposit Date ”), the Administrator will direct the Trustee in writing pursuant to the Administration Agreement to allocate all amounts deposited into the Collection Account in accordance with the provisions of this Section 2.2:

(a)    Allocations of Collections During the Series 2009-2 Revolving Period .  During the Series 2009-2 Revolving Period, the Administrator will direct the Trustee in writing pursuant to the Administration Agreement to allocate on each day, prior to 11:00 a.m. (New York City time) on each Series 2009-2 Deposit Date, all amounts deposited into the Collection Account as set forth below:

(i)    allocate to the Series 2009-2 Collection Account an amount equal to the Series 2009-2 Invested Percentage (as of such day) of the aggregate amount of Interest Collections on such day.  All such amounts allocated to the Series 2009-2 Collection Account shall be further allocated to the Series 2009-2 Accrued Interest Account; and

(ii)    allocate to the Series 2009-2 Excess Collection Account an amount equal to the sum of (A) the Series 2009-2 Invested Percentage (as of such day) of

the aggregate amount of Principal Collections on such day (for any such day, the “ Series 2009-2 Principal Allocation ”) and (B) the proceeds from the initial issuance of the Series 2009-2 Notes; provided , however , if a Waiver Event shall have occurred, then such allocation shall be modified as provided in Article IV.

(b)    Allocations of Collections During the Series 2009-2 Controlled Amortization Period .  With respect to the Series 2009-2 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 2009-2 Deposit Date, all amounts deposited into the Collection Account as set forth below:

(i)    allocate to the Series 2009-2 Collection Account an amount determined as set forth in Section 2.2(a)(i) above for such day, which amount shall be further allocated to the Series 2009-2 Accrued Interest Account; and

(ii)    allocate to the Series 2009-2 Collection Account an amount equal to the Series 2009-2 Principal Allocation for such day, which amount shall be used to make principal payments in respect of the Series 2009-2 Notes; provided , however , that if the Monthly Total Principal Allocation exceeds the Series 2009-2 Controlled Distribution Amount, then the amount of such excess shall be allocated to the Series 2009-2 Excess Collection Account and provided , further , that if a Waiver Event shall have occurred, then such allocation shall be modified as provided in Article IV.

(c)    Allocations of Collections During the Series 2009-2 Rapid Amortization Period .  With respect to the Series 2009-2 Rapid Amortization Period, other than after the occurrence of an Event of Bankruptcy with respect to ABCR, any other Lessee or any Permitted Sublessee, the Administrator will direct th