AMENDED AND RESTATED SERIES 2019-2 SUPPLEMENT, dated as of June 18, 2021 (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 2019-2 Agent) for the benefit of the Series 2019-2 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;
WHEREAS, ABRCF and the Trustee entered into the Series 2019-2 Supplement, dated April 23, 2019 (the Prior Supplement);
WHEREAS, on April 23, 2019, ABRCF issued its Series 2019-2 3.35% Rental Car Asset Backed Notes, Class A, its Series 2019-2 3.55% Rental Car Asset Backed Notes, Class B, its Series 2019-2 4.24% Rental Car Asset Backed Notes, Class C, and its Series 2019-2 5.926% Rental Car Asset Backed Notes, Class R under the Prior Supplement;
WHEREAS, Section 5.15 of the Prior Supplement permits ABRCF to issue Class D Notes and Additional Class R Notes and to make certain amendments to the Prior Supplement in connection with such issuance, subject, in each case, to certain conditions set forth therein;
WHEREAS, ABRCF desires to issue Class D Notes and additional Class R Notes (the Additional Class R Notes) on the Class D Notes Closing Date; and
WHEREAS, in connection with the issuance of the Class D Notes and Additional Class R Notes and in accordance with Section 5.15 of the Prior Supplement, the Prior Supplement is amended and restated on the Class D Notes Closing Date in its entirety as set forth herein;
NOW, THEREFORE, the parties hereto agree as follows:
There was created a Series of Notes issued pursuant to the Base Indenture and the Prior Supplement, and such Series of Notes was designated generally as the Series 2019-2 Rental Car Asset Backed Notes. The Series 2019-2 Notes were permitted to be issued in up to five Classes, the first of which is known as the Class A Notes, the second of which is known as the Class B Notes, the third of which is known as the Class C Notes, the fourth of which is known as the Class R Notes and the fifth of which shall be known as the Class D Notes.