Asset-Backed / U.S.A. Avis Budget Rental Car Funding (AESOP) LLC, Series 2018-1 Presale Appendix Analysts Timothy McNally Stephanie Lobaccaro Brian Coffey +1 212 908-0870 +1 212 908-0769 +1 212 908-0399 tim.mcnally@fitchratings.com stephanie.lobaccaro@fitchratings.com brian.coffey@fitchratings.com Related Presale Report Avis Budget Rental Car Funding (AEOSP) LLC, Series 2018-1 (April 2018) The representations, warranties and enforcement mechanisms (RW&Es) contained in the transaction s documents that are available to investors for Avis Budget Rental Car Funding (AESOP) LLC, Series 2018-1 are substantially comparable to those typically contained in U.S. rental fleet ABS transactions as described in Fitch Research on Representations, Warranties and Enforcement Mechanisms in Global Structured Finance Transactions, dated May 2016. The RW&Es below are those disclosed in each transaction s offering documents that relate to the underlying asset pool. Preliminary Offering Memorandum An Eligible Vehicle means an automobile or light truck (i) that either is a Program Vehicle (other than a light truck manufactured by Chrysler Group LLC (as successor to Chrysler LLC) ( Chrysler ) or an affiliate of Chrysler that is subject to a nine-month or longer minimum hold period under the Guaranteed Depreciation Program with Chrysler) or a Non-Program Vehicle manufactured by an Eligible Non-Program Manufacturer or other manufacturer of vehicles, (ii) that is owned by AESOP Leasing, AESOP Leasing II, ABCR, BRAC or ARAC, as the case may be, free and clear of all liens other than liens permitted under the Indenture and (iii) except for the Franchisee Vehicles and Vehicles titled in the states of Ohio, Oklahoma and Nebraska, with respect to which the Trustee is noted as the first lienholder on the certificate of title therefor, or the certificate of title has been submitted to the appropriate state authorities for such notation. Description of Base Indenture Pursuant to the Base Indenture, upon the execution of each Series Supplement, the Issuer will make certain representations and warranties. Such representations and warranties include, among other things, that: (vii) all action necessary (including the filing of financing statements and the notation of the Trustee s lien on the certificates of title pertaining to the Vehicles (other than the Franchisee Vehicles and Vehicles titled in the states of Ohio, Oklahoma and Nebraska)) to protect and perfect the Trustee s security interest in the Collateral in existence as of the Initial Closing Date and thereafter acquired has been or will be duly and effectively taken; (viii) no financing statement or equivalent lien instrument has been filed or is of record listing the Issuer as debtor, covering all or any part of the Collateral except in favor of the Trustee on behalf of the Noteholders in connection with the Indenture; (ix) the Indenture constitutes a valid and continuing lien on the Collateral in favor of the Trustee prior to all other liens (except as otherwise permitted by the Indenture); and (x) the Loan Agreements are in full force and effect and there are no existing Loan Events of Default, Potential Loan Events of Default, Manufacturer Events of Default or potential Manufacturer Events of Default. Amortization Events With respect to any Series of Notes, an Amortization Event under the Base Indenture will consist of any of the following events: www.fitchratings.com
(ix) any representation made by the Issuer in the Indenture or any other Related Document is false and such false representation materially and adversely affects the interests of the Noteholders of any Series and such false representation is not cured for a period of thirty (30) days after the earlier of (a) the date the Issuer learns of such failure or (b) the date written notice thereof is given to the Issuer by the Trustee or to the Issuer and the Trustee by the Required Noteholders of such Series; In the case of any event described in clause (i), (ii), (iii), (ix) or (xiv) above (with respect to clause (xiv) above, only to the extent such Amortization Event is subject to waiver as set forth in the related Series Supplement), an Amortization Event will be deemed to have occurred with respect to the Notes of the applicable Series only if, after any applicable grace period described in such clauses, either the Trustee, by written notice to the Issuer, or the Required Noteholders of such Series, by written notice to the Issuer and the Trustee declare that, as of the date of such notice, an Amortization Event has occurred. Rights of the Trustee Upon Amortization Event If, with respect to any Series of Notes, an Amortization Event occurs and is continuing, the Trustee may, and at the written direction of the Noteholders evidencing more than 50% of the aggregate Invested Amounts of all Series then outstanding (the Requisite Investors ) shall, exercise any rights and remedies available to it under applicable law or any Related Document. Any amounts obtained by the Trustee on account of or as a result of the exercise by the Trustee of any of its rights will be held by the Trustee as additional collateral for the benefit of the Noteholders for allocation pursuant to the Indenture. Under the Series Supplement with respect to a Series of Notes, the Trustee may agree to exercise any rights or remedies available to it as a result of the occurrence of an Amortization Event with respect to such Series only after giving prior written notice thereof to the Enhancement Provider, if any, with respect to such Series and obtaining the direction of the Required Noteholders of such Series. Description of the Loan Agreements Conditions Precedent The making of each Loan is subject to satisfaction of the following conditions precedent, among others: (a) delivery to the Issuer of a completed Loan request and a copy of the related Vehicle order, (b) satisfaction of the terms and conditions of the Indenture and certain conditions to the effectiveness of the related Loan Agreement specified therein, (c) reaffirmance by the Lessor party to such Loan Agreement of the representations and warranties described under below as of the date of such Loan and (d) as of the date of such Loan, no Potential Loan Event of Default or Loan Event of Default shall have occurred and be continuing on such date or would result from the making of such Loan or from the application of the proceeds of such Loan. Pursuant to the respective Loan Agreements, the Lessor party thereto has made certain representations and warranties to the Issuer. Such representations and warranties include the following matters, among others: (e) the related Loan Collateral is free and clear of all liens other than (i) liens permitted under the related Loan Agreement and (ii) liens in favor of the Issuer or the Trustee, (f) the Issuer (or the Trustee on behalf of the Issuer) has obtained, as security for the obligations of such Lessor under the related Loan Agreement, a first-priority perfected lien on all the related Loan Collateral (except, with respect to perfection and priority, Vehicles titled in the states of Ohio, Oklahoma and Nebraska), (g) all certificates of title with respect to the Vehicles (other than the Franchisee Vehicles and Vehicles titled in the states of Ohio, Oklahoma and Nebraska) shall have the lien of the Trustee noted thereon, (h) such Lessor has not established and does not maintain or contribute to any employee benefit plan covered by Title IV of ERISA nor will it do so in the future, (m) there are no existing Loan Events of Default or Potential Loan Events of Default. Defaults and Remedies Loan Events of Default. The Loan Agreements provide that any one or more of the following will constitute a Loan Event of Default (each, a Loan Event of Default ): Avis Budget Rental Car Funding (AESOP) LLC, Series 2018-1 2
(c) any representation or warranty made by the Lessor party to such Loan Agreement in such Loan Agreement or any Related Document is incorrect or is breached or false or misleading in any material respect as of the date such warranty or representation is made; or any schedule, certificate, financial statement, report, notice, or other writing furnished by such Lessor is false or misleading in any material respect on the date as of which the facts therein set forth are stated or certified; Remedies. In the event any Loan Event of Default has occurred and is continuing, the Loan Agreements provide that, if (x) a Loan Event of Default described in clause (a) or (d) of the description of Defaults and Remedies Loan Events of Default or any Liquidation Event of Default shall occur, the Issuer s commitment to make any further Loans under the related Loan Agreement will automatically terminate or (y) any other Loan Event of Default shall occur, the Issuer may declare such commitment to be terminated, and, in each case, the Issuer may declare all amounts owed under the related Loans and Loan Agreement to be immediately due and payable, whereupon such amounts will become immediately due and payable. Description of the Leases Pursuant to each Lease, each Lessee party thereto represents and warrants to the applicable Lessor and the Trustee as to itself, and, in the case of the Finance Lease, the Finance Lease Guarantor represents and warrants to the applicable Lessor and the Trustee as to itself and as to each Lessee, that, among other things, as of the date of issuance of each Series of Notes: such Lease has been duly executed and delivered by each Lessee thereto and, in the case of the Finance Lease, the Finance Lease Guarantor, and is, and each of the other Related Documents to which the Finance Lease Guarantor or such Lessee is a party is, a legal, valid and binding obligation of the Finance Lease Guarantor and such Lessee, enforceable in accordance with its terms; the execution, delivery and performance, in accordance with their respective terms, by each Lessee thereto and, in the case of the Finance Lease, the Finance Lease Guarantor, of such Lease and each of the other Related Documents to which it is a party, and the consummation of the transactions contemplated thereby, do not and will not (i) require any consent, approval, authorization or registration not already obtained or effected, (ii) violate any applicable law with respect to the Finance Lease Guarantor or such Lessee which violation could result in a material adverse effect on the Finance Lease Guarantor or such Lessee, the Related Documents or the transactions contemplated thereby, (iii) conflict with, result in a breach of or a default under the certificate or articles of incorporation or by-laws, or certificate of formation or limited liability company agreement, as applicable, in each case as amended, of the Finance Lease Guarantor or such Lessee, (iv) conflict with, result in a breach of, or constitute a default under any indenture, agreement, or other instrument to which the Finance Lease Guarantor or such Lessee is a party or by which its properties may be bound which conflict, breach or default could result in a material adverse effect on the Finance Lease Guarantor or such Lessee, the Related Documents or the transactions contemplated thereby, or (v) result in or require the creation or imposition of any lien upon or with respect to any property now owned or hereafter acquired by the Finance Lease Guarantor or such Lessee except liens permitted thereunder; except as set forth in a schedule to the relevant Lease and except for claims as to which the insurer has admitted coverage in writing and which are fully covered by insurance, no claims, litigation (including, without limitation, derivative actions), arbitration, governmental investigation or proceeding or inquiry is pending or, to the best of the Finance Lease Guarantor s or each Lessee s knowledge, threatened against the Finance Lease Guarantor or such Lessee which would, if adversely determined, have a material adverse effect on the Finance Lease Guarantor or such Lessee, the Related Documents or the transactions contemplated thereby; the Vehicles, the Sublease Collateral and other Collateral are free and clear of all liens other than (i) liens permitted thereunder and (ii) liens in favor of the Lessor, the Issuer or the Trustee; Avis Budget Rental Car Funding (AESOP) LLC, Series 2018-1 3
the Trustee has obtained, and will continue to obtain, for the benefit of the Noteholders pursuant to the Indenture, a firstpriority perfected lien on all Vehicles leased under such Lease (other than Vehicles titled in the states of Ohio, Oklahoma and Nebraska); the Lessor has obtained, and will continue to obtain, a first-priority perfected lien on all Sublease Collateral; all vehicle perfection and documentation requirements with respect to all Vehicles on or after the date hereof have and will continue to be satisfied; each Vehicle is or will be, as the case may be, on the Vehicle Lease Commencement Date with respect to such Vehicle, an Eligible Vehicle; all information contained in any Vehicle order or other supplemental document which has been submitted, or which may hereafter be submitted by any Lessee to the Lessor is, or will be, true, correct and complete; the Finance Lease Guarantor and/or each Lessee has good, legal and marketable title to, or a valid leasehold interest in, all of its assets, except to the extent no material adverse effect on the Finance Lease Guarantor or such Lessee, the Related Documents or the transactions contemplated thereby could result; before the Vehicle Lease Commencement Date with respect to each Vehicle leased under the AESOP I Operating Lease and the Finance Lease, the Capitalized Cost of such Vehicle was paid. Defaults and Remedies Lease Events of Default. Each Lease provides that any one or more of the following will constitute a Lease Event of Default (each, a Lease Event of Default ): (e) if any representation or warranty made by any Lessee or, in the case of the Finance Lease, the Finance Lease Guarantor in such Lease is inaccurate or incorrect or is breached or is false or misleading in any material respect as of the date of the making thereof or any schedule, certificate, financial statement, report, notice, or other writing furnished by or on behalf of such Lessee or, in the case of the Finance Lease, the Finance Lease Guarantor to the Lessor or the Trustee is false or misleading in any material respect on the date as of which the facts therein set forth are stated or certified, and the circumstance or condition in respect of which such representation, warranty or writing was inaccurate, incorrect, breached, false or misleading in any material respect, as the case may be, shall not have been eliminated or otherwise cured for thirty (30) days after the earlier of (x) the date of the receipt of written notice thereof from the applicable Lessor, the Issuer or the Trustee to such Lessee or, in the case of the Finance Lease, the Finance Lease Guarantor and (y) the date such Lessee or, in the case of the Finance Lease, the Finance Lease Guarantor, learns of such circumstance or condition; Remedies If any Lease Event of Default or any Liquidation Event of Default occurs, (i) the Lessor may terminate the rights of the Lessees to place Vehicle orders and to lease additional Vehicles under the Leases, and (ii) if the Issuer shall have declared the Loan notes under the Loan Agreements to be due and payable, then (x) the Leases shall automatically terminate and any accrued and unpaid Monthly Base Rent, Supplemental Rent and all other payments accrued but unpaid under the Leases will, automatically, without further action by the Lessors or the Trustee, become immediately due and payable and (y) each Lessee under the Leases will be required to, at the request of the applicable Lessor, the Lender or the Trustee, return or cause to be returned all Vehicles leased by such Lessee. Description of the Subleases Each Sublessee under the Subleases represents and warrants to the Sublessor that, among other things, as of the date of such Sublease: such Sublessee shall use the Vehicles which are subject to such Sublease in its daily domestic vehicle rental business. Avis Budget Rental Car Funding (AESOP) LLC, Series 2018-1 4
General Exchange Provisions In accordance with the terms of the Master Exchange Agreement, the Intermediary has agreed to facilitate the disposition of Relinquished Vehicles to Manufacturers and other buyers and to acquire Replacement Vehicles of a like kind from Manufacturers. Each Exchangor s right to dispose of Vehicles pursuant to the Master Exchange Agreement is subject to certain conditions, including: the following statements shall be true: (i) the representations and warranties of AESOP Leasing in the AESOP I Loan Agreements are true and correct on and as of the date of such transfer, (ii) no Potential Loan Event of Default or Loan Event of Default, no Potential Amortization Event or Amortization Event and no Liquidation Event of Default or Limited Liquidation Event of Default has occurred and is continuing or would result from the making of such transfer, (iii) the Master Exchange Agreement shall not have terminated in accordance with its terms and (iv) the representations and warranties of the Intermediary in the Master Exchange Agreement are true and correct on and as of such date. Avis Budget Rental Car Funding (AESOP) LLC, Series 2018-1 5
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