ex10_1.htm


    
      

    

    Exhibit 10.1

    


    AVIS
BUDGET RENTAL CAR FUNDING (AESOP) LLC,

    as
Issuer

    


    AVIS
BUDGET CAR RENTAL, LLC,

    as
Administrator

    


    JPMORGAN
CHASE BANK, N.A.,

    as
Administrative Agent

    


    CERTAIN
CP CONDUIT PURCHASERS,

    


    CERTAIN
FUNDING AGENTS,

    


    CERTAIN
APA BANKS

    


    and

    


    THE BANK
OF NEW YORK MELLON TRUST COMPANY, N.A.,

    as
Trustee and Series 2008-1 Agent

    


    _____________________

    


    AMENDED
AND RESTATED SERIES 2008-1 SUPPLEMENT

    dated as
of October 29, 2009

    


    to

    


    SECOND
AMENDED AND RESTATED BASE INDENTURE

    dated as
of June 3, 2004

    


    _____________________

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    AMENDED
AND RESTATED SERIES 2008-1 SUPPLEMENT, dated as of October 29, 2009 (this “Supplement”), among
AVIS BUDGET RENTAL CAR FUNDING (AESOP) LLC, a special purpose limited liability
company estab­lished under the laws of Delaware (“ABRCF”), AVIS BUDGET
CAR RENTAL, LLC, a limited liability company established under the laws of
Delaware (“ABCR”), as
administrator (the “Administrator”),
JPMORGAN CHASE BANK, N.A. (“JPMorgan Chase”), in
its capacity as administrative agent for the CP Conduit Purchasers, the APA
Banks and the Funding Agents (the “Administrative
Agent”), the several commercial paper conduits listed on Schedule I and
their respective permitted successors and assigns (the “CP Conduit
Purchasers”; each, individually, a “CP Conduit
Purchaser”), the several banks set forth opposite the name of each CP
Conduit Purchaser on Schedule I and the other banks parties hereto pursuant to
Section 11.1 (each an “APA Bank” with
respect to such CP Conduit Purchaser), the agent bank set forth opposite the
name of each CP Conduit Purchaser on Schedule I and its per­mitted
successors and assigns (the “Funding Agent” with
respect to such CP Conduit Purchaser) and THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A. (as successor in interest to The Bank of New York), a national
banking association, as trustee (in such capacity, the “Trustee”) and as
agent for the benefit of the Series 2008-1 Noteholders (in such capacity, the
“Series 2008-1
Agent”), 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”).

    


    PRELIMINARY
STATEMENT

    


    WHEREAS,
ABRCF, the Trustee and the Series 2008-1 Agent entered into the Series 2008-1
Supplement, dated as of February 15, 2008 (as amended, the “Original Series 2008-1
Supplement”), pursuant to which the Series 2008-1 Notes were
issued;

    


    WHEREAS,
pursuant to Section 12.2 of the Base Indenture, any Supplement may be amended
with the consent of ABRCF, the Trustee, any applicable Enhancement Provider and
the Required Noteholders of a Series of Notes;

    


    WHEREAS,
pursuant to Section 11.11 of the Original Series 2008-1 Supplement, the
requirement contained in Section 12.2 of the Base Indenture shall be satisfied
upon attaining the consent of the Requisite Noteholders; and

    


    WHEREAS,
ABRCF desires to amend and restate the Original Series 2008-1
Supplement.

    


    NOW,
THEREFORE, the parties hereto agree as follows:

    


    DESIGNATION

    


    There was
created a Series of Notes issued pursuant to the Base Inden­ture and the
Original Series 2008-1 Supplement and such Series of Notes was designated
generally as Variable Funding Rental Car Asset Backed Notes, Series
2008-1.

    


    The
proceeds from the initial sale of the Series 2008-1 Notes were deposited in the
Collection Account and were paid to ABRCF and used to make Loans under the Loan
Agreements to the extent that the Borrowers had requested Loans thereunder and
Eligible Vehicles were available for acquisition or refinancing thereunder on
the date of the Original Series 2008-1 Supplement.  Any such portion
of proceeds not so used to make Loans were deemed to be Principal
Collections.

    


    
      
        
           


        

        
          1

          
            

          

        

        
           


        

      

    

    


    The
Series 2008-1 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 2008-1 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 2008-1 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.

    


    “ABG” means Avis
Budget Group, Inc.

    


    “ABRCF” 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 1/16th of
1%) equal to the LIBO Rate for such Eurodollar Period multiplied by the
Statutory Reserve Rate.

    


    
      
        
           


        

        
          2

          
            

          

        

        
           


        

      

    

    


    “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.

    


    “AESOP II Moody’s Excluded
Receivable Amount” means, as of any date of determination, the sum, with
respect to each Moody’s Non-Investment Grade Manufacturer as of such date, of
the product of (1) to the extent such amounts are included in the calculation of
the AESOP II Loan Agreement Borrowing Base as of such date, all amounts
receivable, as of such date, by AESOP Leasing II from such Moody’s
Non-Investment Grade Manufacturer and (2) the Moody’s Excluded Manufacturer
Receivable Specified Percentage for such Moody’s Non-Investment Grade
Manufacturer as of such date.

    


    “AESOP II Standard &
Poor’s Excluded Receivable Amount”  means, as of any date of
determination, the sum, with respect to each Standard & Poor’s
Non-Investment Grade Manufacturer as of such date, of the product of (1) to the
extent such amounts are included in the calculation of the AESOP II Loan
Agreement Borrowing Base as of such date, all amounts receivable, as of such
date, by AESOP Leasing II from such Standard & Poor’s Non-Investment Grade
Manufacturer and (2) the Standard & Poor’s Excluded Manufacturer Receivable
Specified Percentage for such Standard & Poor’s Non-Investment Grade
Manufacturer as of such date.

    


    “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 plus 1⁄2 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.

    


    “ARAC” means Avis Rent
A Car System, LLC.

    


    
      
        
           


        

        
          3

          
            

          

        

        
           


        

      

    

    


    “A&R Effective
Date” is defined in Section 6.2.

    


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

    


    “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, as amended, modified or
supplemented from time to time.

    


    “Available APA Bank Funding
Amount” means, with respect to any Purchaser Group for any Business Day,
the sum of (i) the portion of such Purchaser Group’s Commitment Percentage of
the Series 2008-1 Initial Invested Amount not to be funded by such Purchaser
Group by issuing Commercial Paper if such Business Day is the Series 2008-1
Closing Date, (ii) the portion of the APA Bank Funded Amount with respect to
such Purchaser Group not allocated to a Eurodollar Tranche on such Business Day,
(iii) the portion of the APA Bank Funded Amount with respect to such Purchaser
Group allocated to any Eurodollar Tranche the Eurodollar Period in respect of
which expires on such Business Day and (iv) the por­tion of such Purchaser
Group’s Purchaser Group Increase Amount for such Business Day not to be funded
by such Purchaser Group by issuing Commercial Paper.

    


    “Available CP Funding
Amount” means, with respect to any Purchaser Group for any Business Day,
the sum of (i) the portion of such Purchaser Group’s Commitment Percentage of
the Series 2008-1 Initial Invested Amount to be funded by such Purchaser Group
by issuing Commercial Paper if such Business Day is the Series 2008-1 Closing
Date, (ii) the portion of the CP Conduit Funded Amount with respect to such
Purchaser Group allocated to any CP Tranche, the CP Rate Period in respect of
which expires on such Business Day and (iii) the portion of such Purchaser
Group’s Purchaser Group Increase Amount for such Business Day to be funded by
such Purchaser Group by issuing Commercial Paper.

    


    “Bank Accounts” is
defined in Section 11.16(f).

    


    “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.

    


    “BRAC” means Budget
Rent A Car System, Inc.

    


    “Business Day” means
any day other than (a) a Saturday or a Sunday or (b) a day on which banking
institutions in New York, New York, Charlotte, North Carolina,
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.

    


    “Certificate of Lease Deficit
Demand” means a certificate substantially in the form of Annex A to any Series
2008-1 Letter of Credit.

    


    
      
        
           


        

        
          4

          
            

          

        

        
           


        

      

    

    


    “Certificate of Termination
Date Demand” means a certificate substantially in the form of Annex D to any Series
2008-1 Letter of Credit.

    


    “Certificate of Termination
Demand” means a certificate substantially in the form of Annex C to any Series
2008-1 Letter of Credit.

    


    “Certificate of Unpaid Demand
Note Demand” means a certificate substantially in the form of Annex B to any Series
2008-1 Letter of Credit.

    


    “Change in Control”
means (a) ABG 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 ABRCF
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 2008-1 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 2008-1
Closing Date.

    


    “Claim” is defined in
Section 2.8.

    


    “Commercial Paper”
means, with respect to any CP Conduit Purchaser, the promis­sory notes
issued by, or for the benefit of, such CP Conduit Purchaser in the commercial
paper market.

    


    “Commitment” means,
with respect to the APA Banks included in any Purchaser Group, the obligation of
such APA Banks to purchase a Series 2008-1 Note on the Series 2008-1 Closing
Date and, thereafter, to maintain and, subject to certain conditions, increase
the Purchaser Group Invested Amount with respect to such Purchaser Group, in
each case, in an amount up to the Maximum Purchaser Group Invested Amount with
respect to such Purchaser Group.

    


    “Commitment Amount”
means, with respect to the APA Banks included in any Purchaser Group, an amount
equal to 102% of the Maximum Purchaser Group Invested Amount with respect to
such Purchaser Group.

    


    “Commitment Fee” is
defined in Section 2.7(e).

    


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

    


    “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 Maximum Purchaser Group Invested Amount bears to the Series 2008-1
Maximum Invested Amount on such date.

    


    
      
        
           


        

        
          5

          
            

          

        

        
           


        

      

    

    


    “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 90th
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.

    


    “Consolidated EBITDA”
has the meaning set forth in the Credit Agreement.

    


    “Consolidated Leverage
Ratio” has the meaning set forth in the Credit Agreement.

    


    “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.

    


    
      
        
           


        

        
          6

          
            

          

        

        
           


        

      

    

    


    “CP Rate Period”
means, with respect to any CP Tranche, a period of days not to exceed 270 days
commencing on a Business Day selected in accordance with Section 2.7(b); provided that (x) if
a CP Rate Period would end on a day that is not a Business Day, such CP Rate
Period shall end on the next succeeding Business Day and (y) during the Series
2008-1 Amortization Period, each CP Rate Period shall end on or prior to the
next succeeding Distribution Date.

    


    “CP Tranche” means,
with respect to a Match Funding CP Conduit Purchaser, a portion of the CP
Conduit Funded Amount with respect to such Match Funding CP Conduit Purchaser
for which the Monthly Funding Costs with respect to such Match Funding CP
Conduit Purchaser is calculated by reference to a particular Discount and a
particular CP Rate Period.

    


    “Credit Agreement”
means the Credit Agreement, dated as of April 19, 2006, among Avis Budget
Holdings, LLC, as Borrower, ABCR, as Borrower, the subsidiary borrowers referred
to therein, the several lenders referred to therein, JPMorgan Chase, as
Administrative Agent, Deutsche Bank Securities Inc., as Syndication Agent, each
of Bank of America, N.A., Calyon New York Branch and Citicorp USA, Inc., as
Documentation Agents and Wachovia Bank, National Association, as
Co-Documentation Agent, as amended by the First Amendment thereto dated as of
December 23, 2008 but without giving effect to any further amendment thereto
made subsequent to the A&R Effective Date unless such amendment has been
approved in writing by the Requisite Noteholders.

    


    “Decrease” is defined
in Section 2.5(a).

    


    “Demand Note Issuer”
means each issuer of a Series 2008-1 Demand Note.

    


    “Demand Note Preference
Payment Amount” means, as of any day, (i) the aggregate amount of
all proceeds of demands made on the Series 2008-1 Demand Notes pursuant to
Section 3.5(c)(iii) or 3.5(d)(ii) that were deposited into the Series
2008-1 Distribution Account and paid to the Series 2008-1 Noteholders during the
one-year period ending on such day; 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 Demand Note Preference Payment Amount as of such day shall equal the
Demand Note Preference Payment Amount as if it were calculated as of the date of
such occurrence minus (ii) the
aggregate amount withdrawn from the Series 2008-1 Reserve Account or the Series
2008-1 Cash Collateral Account and paid to a Funding Agent pursuant to Section
3.7(e) on account of a Preference Amount.

    


    “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
2008-1 Letter of Credit, or any combination thereof, as the context may
require.

    


    “Discount” means, (a)
with respect to any Match Funding CP Conduit Purchaser, the interest or discount
component of the Commercial Paper issued by such Match Funding CP Conduit
Purchaser to fund or maintain the CP Conduit Funded Amount with respect to such
Match Funding CP Conduit Purchaser, including an amount equal to the portion of
the face amount of the outstanding Commercial Paper issued to fund or maintain
the CP Conduit Funded Amount with respect to such CP Conduit Purchaser that
corresponds to the portion of the proceeds of such Commercial Paper that was
used to pay the interest or discount component of maturing Commercial Paper
issued to fund or maintain such CP Conduit Funded Amount, to the extent that
such CP Conduit Purchaser has not received payments of interest in respect of
such interest component prior to the maturity date of such maturing Commercial
Paper, and including the portion of such interest or discount component
constituting dealer or placement agent commissions and (b) with respect to any
Pooled Funding CP Conduit Purchaser, the amount of interest or discount to
accrue on or in respect of the Commercial Paper issued by such Pooled Funding CP
Conduit Purchaser allocated, in whole or in part, by the Funding Agent with
respect to such Pooled Funding CP Conduit Purchaser, to fund the purchase or
maintenance of the CP Conduit Funded Amount with respect to such Pooled Funding
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).

    


    
      
        
           


        

        
          7

          
            

          

        

        
           


        

      

    

    


    “Effective Date” is
defined in Section 6.1.

    


    “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 Series 2008-1 Closing Date, the Increase Date or a
conversion date, as the case may be, with respect to such Eurodollar Tranche and
ending one month thereafter (or such other period which is acceptable to the
Funding Agent with respect to such Purchaser Group and which in no event will be
less than 7 days); and

    


    (b)           thereafter,
each period commencing on the last day of the immediately preceding Eurodollar
Period applicable to such Eurodollar Tranche and ending one month thereafter (or
such other period which is acceptable to the Funding Agent with respect to such
Purchaser Group and which in no event will be less than 7 days);

    


    provided that all
Eurodollar Periods must end on the next Distribution Date and all of the
foregoing provisions relating to Eurodollar Periods are subject to the
following:

    


    (i)           
if any Eurodollar Period would otherwise end on a day that is not a Business
Day, such Eurodollar Period shall be extended to the next succeeding Business
Day unless the result of such extension would be to carry such Eurodollar Period
into another calendar month, in which event such Eurodollar Period shall end on
the immediately preceding Business Day; and

    


    (ii)           any
Eurodollar Period that begins on the last Business Day of a calendar month (or
on a day for which there is no numerically corresponding day in the calendar
month at the end of such Eurodollar Period) shall end on the last Business Day
of the calendar month at the end of such Eurodollar Period.

    


    
      
        
           


        

        
          8

          
            

          

        

        
           


        

      

    

    


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

    


    “Excess Collections”
is defined in Section 3.3(e)(i).

    


    “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 ABRCF
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 2008-1 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 ABRCF 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 2008-1
Notes).

    


    “Expiry Date” means,
with respect to any Purchaser Group, the earlier of (a) the Scheduled Expiry
Date with respect to such Purchaser Group and (b) the date on which an
Amortization Event with respect to the Series 2008-1 Notes shall have been
declared or automatically occurred.

    


    “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.

    


    
      
        
           


        

        
          9

          
            

          

        

        
           


        

      

    

    


    “Fee Letter” means the
letter dated the date hereof, from ABRCF 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 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.

    


    “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.

    


    “Interest Rate Cap
Counterparty” means ABRCF’s counterparty under a Series 2008-1
Interest Rate Cap.

    


    “JPMorgan Chase” is
defined in the recitals hereto.

    


    “Lease Deficit
Disbursement” means an amount drawn under a Series 2008-1 Letter of
Credit pursuant to a Certificate of Lease Deficit Demand.

    


    “LIBO Rate” means,
with respect to each day during each Eurodollar Period pertain­ing to a
Eurodollar Tranche, the rate appearing on Reuters Screen LIBOR01 Page (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, as the rate for dollar deposits with a
maturity comparable to the Eurodollar Period applicable to such Eurodollar
Tranche.

    


    “LOC Pro Rata Share”
means, with respect to any Series 2008-1 Letter of Credit Provider as of any
date, the fraction (expressed as a percentage) obtained by dividing (A) the
available amount under such Series 2008-1 Letter of Credit Provider’s Series
2008-1 Letter of Credit as of such date by (B) an amount equal to the aggregate
available amount under all Series 2008-1 Letters of Credit as of such date;
provided that
only for purposes of calculating the LOC Pro Rata Share with respect to any
Series 2008-1 Letter of Credit Provider as of any date, if such Series 2008-1
Letter of Credit Provider has not complied with its obligation to pay the
Trustee the amount of any draw under its Series 2008-1 Letter of Credit made
prior to such date, the avail­able amount under such Series 2008-1 Letter of
Credit Provider’s Series 2008-1 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 2008-1 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 2008-1
Letter of Credit).

    


    
      
        
           


        

        
          10

          
            

          

        

        
           


        

      

    

    


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

    


    “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.

    


    “Match Funding CP Conduit
Purchaser” means each CP Conduit Purchaser that is designated as such on
Schedule I or that, after the Series 2008-1 Closing Date, notifies ABRCF and the
Administrative Agent in accordance with Section 2.7(d) in writing that it is
funding its CP Conduit Funded Amount with Commercial Paper issued by it, or for
its benefit, in specified CP Tranches selected in accordance with Sections
2.7(b) and (c) and that, in each case, has not subsequently notified ABRCF and
the Administrative Agent in writing that ABRCF will no longer be permit­ted
to select CP Tranches in accordance with Sections 2.7(b) and (c) in respect of
the CP Conduit Funded Amount with respect to such CP Conduit
Purchaser.

    


    “Maximum Purchaser Group
Invested 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 Maximum Purchaser
Group Invested 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.

    


    “Monthly Funding
Costs” means, with respect to each Series 2008-1 Interest Period and any
Purchaser Group, the sum of:

    


    
      
        
           


        

        
          11

          
            

          

        

        
           


        

      

    

    


    (a)           for
each day during such Series 2008-1 Interest Period, (i) with respect to a Match
Funding CP Conduit Purchaser, the aggregate amount of Discount accruing on all
outstanding Commercial Paper issued by, or for the benefit of, such Match
Funding CP Conduit Purchaser to fund the CP Conduit Funded Amount with respect
to such Match Funding CP Conduit Purchaser on such day or (ii) with respect to a
Pooled Funding CP Conduit Purchaser, the aggregate amount of Discount accruing
on or otherwise in respect of the Commercial Paper issued by, or for the benefit
of, such Pooled Funding CP Conduit Purchaser allocated, in whole or in part, by
the Funding Agent with respect to such Pooled Funding CP Conduit Purchaser, to
fund the purchase or maintenance of the CP Conduit Funded Amount with respect to
such Pooled Funding CP Conduit Purchaser; plus

    


    (b)           for
each day during such Series 2008-1 Interest Period, the sum of:

    


    (i)         
  the product of (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 on such day, divided by (C) 365 (or 366,
as the case may be) plus

    


    (ii)           the
product of (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; plus

    


    (c)           for
each day during such Series 2008-1 Interest Period, the product of (A) the CP
Conduit Funded Amount with respect to such Purchaser Group on such day times (B) the Program Fee
Rate on such day divided
by (C) 360.

    


    “Monthly Total Principal
Allocation” means for any Related Month the sum of all Series 2008-1
Principal Allocations with respect to such Related Month.

    


    “Moody’s” means
Moody’s Investors Service, Inc.

    


    “Moody’s Excluded
Manufacturer Receivable Specified Percentage” means, as of any date of
determination, with respect to each Moody’s 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 Moody’s Non-Investment Grade Manufacturer;
provided, however, that as of
the A&R Effective Date the Moody’s Excluded Manufacturer Receivable
Specified Percentage for each Moody’s Non-Investment Grade Manufacturer shall be
100%; provided
further that
the initial Moody’s Excluded Manufacturer Receivable Specified Percentage with
respect to any Manufacturer that becomes a Moody’s Non-Investment Grade
Manufacturer after the A&R Effective Date shall be 100%.

    


    
      
        
           


        

        
          12

          
            

          

        

        
           


        

      

    

    


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

    


    “Moody’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 “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 A&R Effective Date shall
not be deemed a Moody’s Non-Investment Grade Manufacturer until the thirtieth
(30th)
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 2008-1  Notes, the Series 2008-1 Invested
Amount shall not have been reduced to zero and all accrued interest and other
amounts owing on the Series 2008-1 Notes and to the Administrative Agent, the
Funding Agents, the CP Conduit Purchasers and the APA Banks 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(f).

    


    “Permitted
Investments” means negotiable instruments or securities maturing on or
before the Distribution Date next occurring after the investment therein,
payable in Dollars, issued by an entity organized under the laws of the United
States of America and repre­sented by instruments in bearer or registered or
in book-entry form which evidence (i) obligations the full and timely payment of
which are to be made by or is fully guaranteed by the United States of America
other than financial contracts whose value depends on the values or indices of
asset values; (ii) demand deposits of, time deposits in, or certificates of
deposit issued by, any depositary institution or trust company incorporated
under the laws of the United States of America or any state thereof whose
short-term debt is rated “P-1” by Moody’s and “A-1” or higher by Standard &
Poor’s and subject to supervision and examination by Federal or state banking or
depositary institution authorities; provided, however, that at the
earlier of (x) the time of the investment and (y) the time of the contractual
commitment to invest therein, the certificates of deposit or short-term
deposits, if any, or long-term unsecured debt obligations (other than such
obligation whose rating is based on collateral or on the credit of a Person
other than such institution or trust company) of such depositary institution or
trust company shall have a credit rating from Standard & Poor’s of “A-1+”,
in the case of certificates of deposit or short-term deposits, or a rating from
Standard & Poor’s not lower than “AA”, in the case of long-term unsecured
debt obligations; (iii) commercial paper having, at the earlier of (x) the time
of the investment and (y) the time of the contractual commitment to invest
therein, a rating from Standard & Poor’s of “A-1+” and a rating from Moody’s
of “P-1”; (iv) bankers’
acceptances issued by any depositary institution or trust company described in
clause (ii)
above; (v) investments in money market funds (x) rated “AAm” by Standard &
Poor’s or otherwise approved in writing by Standard & Poor’s and (y) rated
“Aaa” by Moody’s or otherwise approved in writing by Moody’s; (vi) Eurodollar
time deposits having a credit rating from Standard & Poor’s of “A-1+” and a
credit rating  from Moody’s of at least “A3” or “P-1”; (vii) repurchase agreements
involving any of the Permitted Investments described in clauses (i) and
(vi) above and
the certificates of deposit described in clause (ii) above
which are entered into with a depository institution or trust company, having a
commercial paper or short-term certificate of deposit rating of “A-1+” by
Standard & Poor’s and “P-1” by Moody’s or which otherwise is approved as to
collateralization by the Rating Agencies; and (viii) any other instruments or
securities, if the Rating Agencies confirm in writing that the investment in
such instruments or securities will not adversely affect any rating with respect
to the Series 2008-1 Notes and, so long as Standard & Poor’s rates the
Commercial Paper issued by any CP Conduit Purchaser, Standard & Poor’s
confirms in writing that the investment in such instruments or securities will
not adversely affect any rating of the Commercial Paper issued by any CP Conduit
Purchaser whose Commercial Paper is rated by Standard & Poor’s at such
time.

    


    
      
        
           


        

        
          13

          
            

          

        

        
           


        

      

    

    


    “Pooled Funding CP Conduit
Purchaser” means each CP Conduit Purchaser that is not a Match Funding CP
Conduit Purchaser.

    


    “Preference Amount”
means any amount previously distributed to a member or members of a Purchaser
Group on or relating to a Series 2008-1 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.

    


    “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 2008-1 Demand Notes
included in the Series 2008-1 Demand Note Payment Amount as of the Series 2008-1
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
2008-1 Demand Note Payment Amount as of the date of the conclusion or dismissal
of such proceedings.

    


    
      
        
           


        

        
          14

          
            

          

        

        
           


        

      

    

    


    “Prime Rate” means the
rate of interest per annum publicly announced from time to time by JPMorgan
Chase 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 2008-1 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 sum of (a) the Series 2008-1
AESOP I Operating Lease Loan Agreement Borrowing Base and (b) the excess, if
any, of (1) the AESOP II Loan Agreement Borrowing Base over (2) the AESOP II
Moody’s Excluded Receivable 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 2008-1 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 2008-1 Closing Date, such Purchaser Group’s Commitment
Percentage of the Series 2008-1 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(f) 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.

    


    
      
        
           


        

        
          15

          
            

          

        

        
           


        

      

    

    


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

    


    “Qualified Interest Rate Cap
Counterparty” means a counterparty to a Series 2008-1 Interest Rate Cap
that is a bank, other financial institution or Person which has, or has all of
its obligations under its Series 2008-1 Interest Rate Cap 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”, or if such bank, financial
institution or Person does not have a short-term senior, unsecured debt rating,
a long-term senior, unsecured debt, deposit, claims paying or credit (as the
case may be) rating of at least “A+”, in each case, from Standard & Poor’s
and (ii) a short-term senior, unsecured debt, deposit, claims paying or credit
(as the case may be) rating of “P-1”, or if such bank, financial institution or
Person does not have a short-term senior, unsecured debt rating, a long-term
senior, unsecured debt, deposit, claims paying or credit (as the case may be)
rating of at least “A1”, in each case, from Moody’s.

    


    “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.

    


    “Replacement Credit
Agreement” means any credit agreement or similar facility entered into by
Avis Budget Holdings, LLC, ABCR and/or any affiliate of either entity, that
refinances or replaces the Credit Agreement without giving effect to any
amendment thereto that is not approved in writing by the Requisite
Noteholders.

    


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

    


    “Scheduled Expiry
Date” means, with respect to any Purchaser Group, October 28, 2010, 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 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.

    


    
      
        
           


        

        
          16

          
            

          

        

        
           


        

      

    

    


    “Series 2008-1 Accrued
Interest Account” is defined in Section 3.1(b).

    


    “Series 2008-1 AESOP I
Operating Lease Loan Agreement Borrowing Base” means, as of any date of
deter­mination, the product of (a) the Series 2008-1 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
Moody’s Excluded Receivable Amount as of such date.

    


    “Series 2008-1 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 2008-1 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 2008-1 Agent”
is defined in the recitals hereto.

    


    “Series 2008-1 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 Expiry Date with respect to each Purchaser Group shall have occurred and (b)
the close of business on the Optional Termination Date and ending upon the
earliest to occur of (i) the date on which the Series 2008-1 Notes are fully
paid, (ii) the termination of the Indenture and (iii) the Series 2008-1
Termination Date.

    


    “Series 2008-1 Available Cash
Collateral Account Amount” means, as of any date of determination, the
amount on deposit in the Series 2008-1 Cash Collateral Account (after giving
effect to any deposits thereto and withdrawals and releases therefrom on such
date).

    


    
      
        
           


        

        
          17

          
            

          

        

        
           


        

      

    

    


    “Series 2008-1 Available
Reserve Account Amount” means, as of any date of determination, the
amount on deposit in the Series 2008-1 Reserve Account (after giving effect to
any deposits thereto and with­drawals and releases therefrom on such
date).

    


    “Series 2008-1 Cash
Collateral Account” is defined in Section 3.8(e).

    


    “Series 2008-1 Cash
Collateral Account Collateral” is defined in
Section 3.8(a).

    


    “Series 2008-1 Cash
Collateral Account Surplus” means, with respect to any Distribution Date,
the lesser of (a) the Series 2008-1 Available Cash Collateral Account Amount and
(b) the lesser of (A) the excess, if any, of the Series 2008-1 Liquidity Amount
(after giving effect to any with­drawal from the Series 2008-1 Reserve
Account on such Distribution Date) over the Series 2008-1 Required Liquidity
Amount on such Distribution Date and (B) the excess, if any, of the Series
2008-1 Enhancement Amount (after giving effect to any withdrawal from the Series
2008-1 Reserve Account on such Distribution Date) over the Series 2008-1
Required Enhancement Amount on such Distribution Date; provided, however, that, on any
date after the Series 2008-1 Letter of Credit Termination Date, the Series
2008-1 Cash Collateral Account Surplus shall mean the excess, if any, of (x) the
Series 2008-1 Available Cash Collateral Account Amount over (y) the Series
2008-1 Demand Note Payment Amount minus the Pre-Preference
Period Demand Note Payments as of such date.

    


    “Series 2008-1 Cash
Collateral Percentage” means, as of any date of determina­tion, the
percentage equivalent of a fraction, the numerator of which is the Series 2008-1
Available Cash Collateral Amount as of such date and the denominator of which is
the Series 2008-1 Letter of Credit Liquidity Amount as of such
date.

    


    “Series 2008-1 Closing
Date” is defined in Section 2.1(a).

    


    “Series 2008-1
Collateral” means the Collater­al, each Series 2008-1 Letter of
Credit, each Series 2008-1 Demand Note, the Series 2008-1 Interest Rate Cap
Collateral, the Series 2008-1 Distribution Account Collateral, the Series 2008-1
Cash Collateral Account Collateral and the Series 2008-1 Reserve Account
Collateral.

    


    “Series 2008-1 Collection
Account” is defined in Section 3.1(b).

    


    “Series 2008-1 Demand
Note” means each demand note made by a Demand Note Issuer, substantially
in the form of Exhibit
D as amended, modified or restated from time to time.

    


    “Series 2008-1 Demand Note
Payment Amount” means, as of the Series 2008-1 Letter of Credit
Termination Date, the aggregate amount of all proceeds of demands made on the
Series 2008-1 Demand Notes pursuant to Section 3.5(c)(iii) or 3.5(d)(ii) that
were deposited into the Series 2008-1 Distribution Account and paid to the
Series 2008-1 Noteholders during the one-year period ending on the Series 2008-1
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 2008-1 Demand Note Payment Amount as of the Series 2008-1
Letter of Credit Termination Date shall equal the Series 2008-1 Demand Note
Payment Amount as if it were calculated as of the date of such
occurrence.

    


    
      
        
           


        

        
          18

          
            

          

        

        
           


        

      

    

    


    “Series 2008-1 Deposit
Date” is defined in Section 3.2.

    


    “Series 2008-1 Distribution
Account” is defined in Section 3.9(a).

    


    “Series 2008-1 Distribution
Account Collateral” is defined in Section 3.9(d).

    


    “Series 2008-1
Documents” means each of this Supplement, the Series 2008-1 Notes, the
Series 2008-1 Interest Rate Cap, the Fee Letter, the Series 2008-1 Demand Notes,
the Series 2008-1 Letter of Credit and any other related documents executed in
connection with an issuance of the Series 2008-1 Notes or activities related
thereto.

    


    “Series 2008-1 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 2008-1 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 Moody’s and a
short-term senior unsecured debt, deposit, claims paying or credit (as the case
may be) rating of at least “P-1” from Moody’s that is a commercial bank having
total assets in excess of $500,000,000; provided that if a
Person is not a Series 2008-1 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 2008-1 Eligible Letter of Credit Provider until ABCR has
provided 10 days’ prior notice to the Rating Agencies, Standard & Poor’s and
the Administrative Agent that such a Person has been proposed as a Series 2008-1
Letter of Credit Provider.

    


    “Series 2008-1
Enhancement” means the Series 2008-1 Cash Collateral Account Collateral,
the Series 2008-1 Letters of Credit, the Series 2008-1 Demand Notes, the Series
2008-1 Overcollateralization Amount and the Series 2008-1 Reserve Account
Amount.

    


    “Series 2008-1 Enhancement
Amount” means, as of any date of determination, the sum of (i) the Series
2008-1 Overcollateralization Amount as of such date, (ii) the Series 2008-1
Letter of Credit Amount as of such date, (iii) the Series 2008-1 Avail­able
Reserve Account Amount as of such date and (iv) the amount of cash and Permitted
Investments on deposit in the Series 2008-1 Collection Account (not including
amounts allocable to the Series 2008-1 Accrued Interest Account) and the
Series 2008-1 Excess Collection Account as of such date.

    


    “Series 2008-1 Enhancement
Deficiency” means, on any date of determination, the amount by which the
Series 2008-1 Enhancement Amount is less than the Series 2008-1 Required
Enhancement Amount as of such date.

    


    “Series 2008-1 Excess
Collection Account” is defined in Section 3.1(b).

    


    
      
        
           


        

        
          19

          
            

          

        

        
           


        

      

    

    


    “Series 2008-1 Expected Final
Distribution Date” means the Distribution Date falling in the seventh
calendar month after the calendar month in which the Series 2008-1 Revolving
Period ends.

    


    “Series 2008-1 Incremental
Enhancement Amount” means, as of any date of determination, the sum
of:

    


    (i)      
     the greater of (x) the Series 2008-1 Percentage of
the excess, if any, of the Non-Program Vehicle Amount as of the immediately
preceding Business Day over the Series 2008-1 Maximum Non-Program Vehicle Amount
as of the immediately preceding Business Day and (y) the excess, if any, of (A)
the Series 2008-1 AESOP I Operating Lease Vehicle Percentage of the Net Book
Value of all Non-Program Vehicles (other than (i) Unaccepted Program Vehicles
and (ii) Vehicles subject to a Manufacturer Program with a Specified Eligible
Non-Program Manufacturer) leased under the AESOP I Operating Lease as of the
immediately preceding Business Day over (B) the Series 2008-1 Maximum
Non-Program Vehicle Percentage of the sum of (1) the Net Book Value of all
Vehicles leased under the AESOP II Operating Lease as of the immediately
preceding Business Day and (2) the Series 2008-1 AESOP I Operating Lease Vehicle
Percentage of the Net Book Value of all Vehicles leased under the AESOP I
Operating Lease as of the immediately preceding Business Day;

    


    (ii)           the
greater of (x) the Series 2008-1 Percentage of the excess, if any, of the
aggregate Net Book Value of all Vehicles manufactured by Mitsubishi and leased
under the Leases as of the immediately preceding Business Day over the Series
2008-1 Maximum Mitsubishi Amount as of the immediately preceding Business Day
and (y) the excess, if any, of (A) the sum of (1) the aggregate Net Book Value
of all Vehicles manufactured by Mitsubishi and leased under the AESOP II
Operating Lease as of the immediately preceding Business Day and (2) the Series
2008-1 AESOP I Operating Lease Vehicle Percentage of the Net Book Value of all
Vehicles manufactured by Mitsubishi and leased under the AESOP I Operating Lease
as of the immediately preceding Business Day over (B) 10% of the sum of (1) the
Net Book Value of all Vehicles leased under the AESOP II Operating Lease as of
the immediately preceding Business Day and (2) the Series 2008-1 AESOP I
Operating Lease Vehicle Percentage of the Net Book Value of all Vehicles leased
under the AESOP I Operating Lease as of the immediately preceding Business
Day;

    


    (iii)          the
greater of (x) the Series 2008-1 Percentage 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 the immediately preceding
Business Day over the Series 2008-1 Maximum Individual Isuzu/Subaru Amount as of
the immediately preceding Business Day and (y) the excess, if any, of
(A) the sum of (1) the aggregate Net Book Value of all Vehicles
manufactured by Isuzu or Subaru, individually, and leased under the AESOP II
Operating Lease as of the immediately preceding Business Day and (2) the Series
2008-1 AESOP I Operating Lease Vehicle Percentage of the Net Book Value of all
Vehicles manufactured by Isuzu or Subaru, individually, and leased under the
AESOP I Operating Lease as of the immediately preceding Business Day over (B) 5%
of the sum of (1) the Net Book Value of all Vehicles leased under the AESOP II
Operating Lease as of the immediately preceding Business Day and (2) the Series
2008-1 AESOP I Operating Lease Vehicle Percentage of the Net Book Value of all
Vehicles leased under the AESOP I Operating Lease as of the immediately
preceding Business Day;

    


    
      
        
           


        

        
          20

          
            

          

        

        
           


        

      

    

    


    (iv)          the
greater of (x) the Series 2008-1 Percentage of the excess, if any, of the
aggregate Net Book Value of all Vehicles manufactured by Hyundai and leased
under the Leases as of the immediately preceding Business Day over the Series
2008-1 Maximum Hyundai Amount as of the immediately preceding Business Day and
(y) the excess, if any, of (A) the sum of (1) the aggregate Net Book Value
of all Vehicles manufactured by Hyundai and leased under the AESOP II Operating
Lease as of the immediately preceding Business Day and (2) the Series 2008-1
AESOP I Operating Lease Vehicle Percentage of the Net Book Value of all Vehicles
manufactured by Hyundai and leased under the AESOP I Operating Lease as of the
immediately preceding Business Day over (B) 20% of the sum of (1) the Net Book
Value of all Vehicles leased under the AESOP II Operating Lease as of the
immediately preceding Business Day and (2) the Series 2008-1 AESOP I Operating
Lease Vehicle Percentage of the Net Book Value of all Vehicles leased under the
AESOP I Operating Lease as of the immediately preceding Business
Day;

    


    (v)           the
greater of (x) the Series 2008-1 Percentage of the excess, if any, of the
aggregate Net Book Value of all Vehicles manufactured by Suzuki and leased under
the Leases as of the immediately preceding Business Day over the Series 2008-1
Maximum Suzuki Amount as of the immediately preceding Business Day and (y) the
excess, if any, of (A) the sum of (1) the aggregate Net Book Value of all
Vehicles manufactured by Suzuki and leased under the AESOP II Operating Lease as
of the immediately preceding Business Day and (2) the Series 2008-1 AESOP I
Operating Lease Vehicle Percentage of the Net Book Value of all Vehicles
manufactured by Suzuki and leased under the AESOP I Operating Lease as of the
immediately preceding Business Day over (B) 7.5% of the sum of (1) the Net Book
Value of all Vehicles leased under the AESOP II Operating Lease as of the
immediately preceding Business Day and (2) the Series 2008-1 AESOP I Operating
Lease Vehicle Percentage of the Net Book Value of all Vehicles leased under the
AESOP I Operating Lease as of the immediately preceding Business
Day;

    


    (vi)         
the greater of (x) the Series 2008-1 Percentage of the excess, if any, of the
aggregate Net Book Value of all Vehicles manufactured by Kia and leased under
the Leases as of the immediately preceding Business Day over the Series 2008-1
Maximum Kia Amount as of the immediately preceding Business Day and (y) the
excess, if any, of (A) the sum of (1) the aggregate Net Book Value of all
Vehicles manufactured by Kia and leased under the AESOP II Operating Lease as of
the immediately preceding Business Day and (2) the Series 2008-1 AESOP I
Operating Lease Vehicle Percentage of the Net Book Value of all Vehicles
manufactured by Kia and leased under the AESOP I Operating Lease as of the
immediately preceding Business Day over (B) 10% of the sum of (1) the Net Book
Value of all Vehicles leased under the AESOP II Operating Lease as of the
immediately preceding Business Day and (2) the Series 2008-1 AESOP I Operating
Lease Vehicle Percentage of the Net Book Value of all Vehicles leased under the
AESOP I Operating Lease as of the immediately preceding Business
Day;

      

      
        
           


        

        
          21

          
            

          

        

        
           


        

      
   

    (vii)         the
greater of (x) the Series 2008-1 Percentage of the excess, if any, of the
Specified States Amount as of the immediately preceding Business Day over the
Series 2008-1 Maximum Specified States Amount as of the immediately preceding
Business Day and (y) the excess, if any, of (A) the sum of (1) the Net Book
Value of all Vehicles titled in the States of Ohio, Oklahoma and Nebraska and
leased under the AESOP II Operating Lease as of the immediately preceding
Business Day and (2) the Series 2008-1 AESOP I Operating Lease Vehicle
Percentage of the Net Book Value of all Vehicles titled in the States of Ohio,
Oklahoma and Nebraska and leased under the AESOP I Operating Lease as of the
immediately preceding Business Day over (B) 7.5% of the sum of (1) the Net Book
Value of all Vehicles leased under the AESOP II Operating Lease as of the
immediately preceding Business Day and (2) the Series 2008-1 AESOP I Operating
Lease Vehicle Percentage of the Net Book Value of all Vehicles leased under the
AESOP I Operating Lease as of the immediately preceding Business Day;
and

     


    (viii)        the
greater of (x) the Series 2008-1 Percentage of the excess, if any, of the
Non-Eligible Manufacturer Amount as of the immediately preceding Business Day
over the Series 2008-1 Maximum Non-Eligible Manufacturer Amount as of the
immediately preceding Business Day and (y) the excess, if any, of (A) the Series
2008-1 AESOP I Operating Lease Vehicle Percentage of the Net Book Value of all
Vehicles manufactured by Manufacturers other than Eligible Non-Program
Manufacturers and leased under the AESOP I Operating Lease as of the immediately
preceding Business Day over (B) 3% of the sum of (1) the Net Book Value of all
Vehicles leased under the AESOP II Operating Lease as of the immediately
preceding Business Day and (2) the Series 2008-1 AESOP I Operating Lease Vehicle
Percentage of the Net Book Value of all Vehicles leased under the AESOP I
Operating Lease as of the immediately preceding Business Day.

    


    “Series 2008-1 Initial
Invested Amount” is defined in Section 2.3(a).

    


    “Series 2008-1 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 2008-1 Interest Period shall com­mence on and include the
Series 2008-1 Closing Date and end on and include March 19, 2008.

    


    “Series 2008-1 Interest Rate
Cap” has the meaning specified in Section 3.11(a).

    


    “Series 2008-1 Interest Rate
Cap Collateral” has the meaning specified in
Section 3.11(c).

    


    “Series 2008-1 Interest Rate
Cap Proceeds” means the amounts received by the Trustee from an Interest
Rate Cap Counterparty from time to time in respect of a Series 2008-1 Interest
Rate Cap (including amounts received from a guarantor or from
collateral).

    


    
      
        
           


        

        
          22

          
            

          

        

        
           


        

      

    

    


    “Series 2008-1 Invested
Amount” means, on any date of determination, the sum of the Purchaser
Group Invested Amounts with respect to each of the Purchaser Groups on such
date.

    


    “Series 2008-1 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 2008-1 Invested Amount and the
Series 2008-1 Over­collateralization Amount, determined during the Series
2008-1 Revolving Period as of the end of the immediately preceding Business Day,
or, during the Series 2008-1 Amortization Period, as of the end of the Series
2008-1 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 amounts 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 2008-1 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 2008-1 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) or (c) would have been allocated to the Series
2008-1 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)
or (c) have been allocated to the Series 2008-1 Accrued Interest Account
(excluding any amounts paid into the Series 2008-1 Accrued Interest Account
pursuant to the proviso in Sections 3.2(b)(ii) and 3.2(c)(ii)) from and
excluding the preceding Distribution Date to and including such Distribution
Date.

    


    “Series 2008-1 Lease Payment
Deficit” means either a Series 2008-1 Lease Interest Payment Deficit or a
Series 2008-1 Lease Principal Payment Deficit.

    


    “Series 2008-1 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 2008-1 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(c) on account of such Series 2008-1 Lease Principal
Payment Deficit.

    


    
      
        
           


        

        
          23

          
            

          

        

        
           


        

      

    

    


    “Series 2008-1 Lease
Principal Payment Deficit” means on any Distribution Date the sum of (a)
the Series 2008-1 Monthly Lease Principal Payment Deficit for such Distribution
Date and (b) the Series 2008-1 Lease Principal Payment Carryover Deficit for
such Distribution Date.

    


    “Series 2008-1 Letter of
Credit” means an irrevocable letter of credit, if any, substan­tially
in the form of Exhibit
E issued by a Series 2008-1 Eligible Letter of Credit Provider in favor
of the Trustee for the benefit of the Series 2008-1 Noteholders.

    


    “Series 2008-1 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 2008-1 Letter of Credit on which no draw has been made
pursuant to Section 3.8(c), as specified therein, and (ii) if the Series
2008-1 Cash Collateral Account has been established and funded pursuant to
Section 3.8, the Series 2008-1 Available Cash Collateral Account Amount on
such date and (b) the aggregate outstanding principal amount of the Series
2008-1 Demand Notes on such date.

    


    “Series 2008-1 Letter of
Credit Expiration Date” means, with respect to any Series 2008-1 Letter
of Credit, the expiration date set forth in such Series 2008-1 Letter of Credit,
as such date may be extended in accordance with the terms of such Series 2008-1
Letter of Credit.

    


    “Series 2008-1 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
2008-1 Letter of Credit on which no draw has been made pursuant to Section
3.8(c), as specified therein, and (b) if the Series 2008-1 Cash Collateral
Account has been established and funded pursuant to Section 3.8, the Series
2008-1 Available Cash Collateral Account Amount on such date.

    


    “Series 2008-1 Letter of
Credit Provider” means the issuer of a Series 2008-1 Letter of
Credit.

    


    “Series 2008-1 Letter of
Credit Termination Date” means the first to occur of (a) the date on
which the Series 2008-1 Notes are fully paid and (b) the Series 2008-1
Termination Date.

    


    “Series 2008-1 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 (i) of Article IV; provided, however, that any
event or condition of the type specified in clauses (a) through (i) of Article
IV shall not constitute a Series 2008-1 Limited Liquidation Event of Default if
the Trustee shall have received the written consent of each of the Series 2008-1
Noteholders waiv­ing the occurrence of such Series 2008-1 Limited
Liquidation Event of Default.

    


    “Series 2008-1 Liquidity
Amount” means, as of any date of determination, the sum of (a) the Series
2008-1 Letter of Credit Liquidity Amount on such date and (b) the Series 2008-1
Available Reserve Account Amount on such date.

    


    
      
        
           


        

        
          24

          
            

          

        

        
           


        

      

    

    


    “Series 2008-1 Maximum
Amount” means any of the Series 2008-1 Maximum Manufacturer Amounts, the
Series 2008-1 Maximum Non-Eligible Manufacturer Amount, the Series 2008-1
Maximum Non-Program Vehicle Amount or the Series 2008-1 Maximum Specified States
Amount.

    


    “Series 2008-1 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 2008-1 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 2008-1 Maximum
Invested Amount” means, on any date of determination, the sum of the
Maximum Purchaser Group Invested Amounts with respect to each of the Purchaser
Groups on such date.  The Series 2008-1 Maximum Invested Amount shall
be reduced by the Maximum Purchaser Group Invested Amount of each Non-Extending
Purchaser Group on the Scheduled Expiry Date with respect to such Purchaser
Group.

    


    “Series 2008-1 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 2008-1 Maximum
Manufacturer Amount” means, as of any day, any of the Series 2008-1
Maximum Mitsubishi Amount, the Series 2008-1 Maximum Individual Isuzu/Subaru
Amount, the Series 2008-1 Maximum Hyundai Amount, the Series 2008-1 Maximum Kia
Amount or the Series 2008-1 Maximum Suzuki Amount.

    


    “Series 2008-1 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 2008-1 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 2008-1 Maximum
Non-Program Vehicle Amount” means, as of any day, an amount equal to the
Series 2008-1 Maximum Non-Program Vehicle Percentage of the aggregate Net Book
Value of all Vehicles leased under the Leases on such day.

    


    “Series 2008-1 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.

    


    
      
        
           


        

        
          25

          
            

          

        

        
           


        

      

    

    


    “Series 2008-1 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 2008-1 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 2008-1 Monthly
Interest” means, with respect to any Series 2008-1 Interest Period, an
amount equal to the product of (a) the average daily Series 2008-1 Invested
Amount during such Series 2008-1 Interest Period, (b) the Series 2008-1 Note
Rate for such Series 2008-1 Interest Period and (c) the number of days in such
Series 2008-1 Interest Rate Period divided by 360.

    


    “Series 2008-1 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) or (c) would have been allocated to the
Series 2008-1 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) or (c) have been
allocated to the Series 2008-1 Collection Account (without giving effect to any
amounts paid into the Series 2008-1 Accrued Interest Account pursuant to the
proviso in Sections 3.2(b)(ii) and/or 3.2(c)(ii)) from and excluding the
preceding Distribution Date to and including such Distribution
Date.

    


    “Series 2008-1 Moody’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 either not subject to a Manufacturer
Program (including by reason of rejection in a bankruptcy or repudiation by the
Manufacturer) or not eligible for repurchase under a Manufacturer Program as of
such date and (ii) the aggregate Net Book Value of all Vehicles leased under the
AESOP II Operating Lease that are either not subject to a Manufacturer Program
(including by reason of rejection in a bankruptcy or repudiation by the
Manufacturer) or not eligible for repurchase under a Manufacturer Program as of
such date and (b) the denominator of which is the sum of (i) the aggregate Net
Book Value of all Vehicles leased under the AESOP I Operating Lease as of such
date and (ii) the aggregate Net Book Value of all Vehicles leased under the
AESOP II Operating Lease as of such date.

    


    “Series 2008-1 Moody’s
Highest Enhancement Rate” means, as of any date of determination, the
greater of (a) 56.25% and (b) the sum of (i) 56.25% 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).

    


    
      
        
           


        

        
          26

          
            

          

        

        
           


        

      

    

    


    “Series 2008-1 Moody’s
Intermediate Enhanced Vehicle Percentage” means, as of any date of
determination, 100% minus the sum of (a)
the Series 2008-1 Moody’s Lowest Enhanced Vehicle Percentage and (b) the Series
2008-1 Moody’s Highest Enhanced Vehicle Percentage.

    


    “Series 2008-1 Moody’s
Intermediate Enhancement Rate” means, as of any date of determination,
56.25%.

    


    “Series 2008-1 Moody’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 sum of (A) 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 and (B) the aggregate Net Book
Value of all Program Vehicles leased under the AESOP II 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 sum of (I) 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 (II)
the aggregate Net Book Value of all Program Vehicles leased under the AESOP II
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 sum of (I) the aggregate Net Book Value of all Vehicles leased under
the AESOP I Operating Lease as of such date and (II) the aggregate Net Book
Value of all Vehicles leased under the AESOP II Operating Lease as of such date
and (b) the denominator of which is the sum of (1) the aggregate Net Book Value
of all Vehicles leased under the AESOP I Operating Lease as of such date and (2)
the aggregate Net Book Value of all Vehicles leased under the AESOP II Operating
Lease as of such date.

    


    “Series 2008-1 Moody’s Lowest
Enhancement Rate” means, as of any date of determination,
25.00%.

    


    “Series 2008-1 Moody’s
Required Enhancement Percentage” means, as of any date of determination,
the greater of (a) 50.0% and (b) the sum of (i) the product of (A) the Series
2008-1 Moody’s Lowest Enhancement Rate and (B) the Series 2008-1 Moody’s Lowest
Enhanced Vehicle Percentage as of such date, (ii) the product of (A) the Series
2008-1 Moody’s Intermediate Enhancement Rate as of such date and (B) the Series
2008-1 Moody’s Intermediate Enhanced Vehicle Percentage as of such date, and
(iii) the product of (A) the Series 2008-1 Moody’s Highest Enhancement Rate as
of such date and (B) the Series 2008-1 Moody’s Highest Enhanced Vehicle
Percentage as of such date.

    


    
      
        
           


        

        
          27

          
            

          

        

        
           


        

      

    

    


    “Series 2008-1 Note”
means any one of the Series 2008-1 Variable Funding Rental Car Asset Backed
Notes, executed by ABRCF authenticated and delivered by or on behalf of the
Trustee, substantially in the form of Exhibit
A.

    


    “Series 2008-1 Note
Rate” means for any Series 2008-1 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 2008-1 Interest Period and the
denominator of which is equal to the average daily Series 2008-1 Invested Amount
during such Series 2008-1 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 2008-1 Interest Period; provided, however, that the
Series 2008-1 Note Rate will in no event be higher than the maximum rate
permitted by applicable law.

    


    “Series 2008-1
Noteholder” means a Person in whose name a Series 2008-1 Note is
registered in the Note Register.

    


    “Series 2008-1
Overcollateralization Amount” means (i) as of any date on which no AESOP
I Operating Lease Vehicle Deficiency exists, the Series 2008-1 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 sum of (a) the Series 2008-1 AESOP I Operating Lease Loan
Agreement Borrowing Base and (b) the excess, if any, of (1) the AESOP II Loan
Agreement Borrowing Base over (2) the AESOP II Moody’s Excluded Receivable
Amount as of such date over (y) the Series 2008-1 Invested Amount as of such
date.

    


    “Series 2008-1 Past Due Rent
Payment” is defined in Section 3.2(f).

    


    “Series 2008-1
Percentage” means, as of any date of determination, a fraction, expressed
as a percentage, the numerator of which is the Series 2008-1 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 2008-1 Principal
Allocation” is defined in Section 3.2(a)(ii).

    


    “Series 2008-1 Reimbursement
Agreement” means any and each agreement provid­ing for the
reimbursement of a Series 2008-1 Letter of Credit Provider for draws under its
Series 2008-1 Letter of Credit as the same may be amended, supplemented,
restated or otherwise modified from time to time.

    


    “Series 2008-1 Required AESOP
I Operating Lease Vehicle Amount” means, as of any date of determination,
the excess, if any, of (x) the sum of the Series 2008-1 Required
Overcollateralization Amount and the Series 2008-1 Invested Amount as of such
date over (y) the excess, if any, of (i) the AESOP II Loan Agreement Borrowing
Base as of such date over (ii) the AESOP II Moody’s Excluded Receivable
Amount.

    


    
      
        
           


        

        
          28

          
            

          

        

        
           


        

      

    

    


    “Series 2008-1 Required
Enhancement Amount” means, as of any date of determination, the sum of
(i) the
product of (x) the Series 2008-1 Moody’s Required Enhancement Percentage as of
such date and (y) the Series 2008-1 Invested Amount as of such date and (ii) the
Series 2008-1 Incremental Enhancement Amount as of such date.

    


    “Series 2008-1 Required
Liquidity Amount” means, with respect to any Distribution Date, an amount
equal to 8.75% of the Series 2008-1 Invested Amount on such Distribution Date
(after giving effect to any payments of principal to be made on the Series
2008-1 Notes on such Distribution Date).

    


    “Series 2008-1 Required
Overcollateralization Amount” means, as of any date of determination, the
excess, if any, of the Series 2008-1 Required Enhancement Amount over the sum of
(i) the Series 2008-1 Letter of Credit Amount as of such date, (ii) the Series
2008-1 Available Reserve Account Amount on such date and (iii) the amount of
cash and Permitted Investments on deposit in the Series 2008-1 Collection
Account (not including amounts allocable to the Series 2008-1 Accrued Interest
Account) and the Series 2008-1 Excess Collection Account on such
date.

    


    “Series 2008-1 Required
Reserve Account Amount” means, with respect to any Distribution Date, an
amount equal to the sum of (a) the greater of (i) the excess, if any, of
the Series 2008-1 Required Liquidity Amount on such Distribution Date over the
Series 2008-1 Letter of Credit Liquidity Amount on such Distribution Date (after
giving effect to any payments of principal to be made on the Series 2008-1 Notes
on such Distribution Date) and (ii) the excess, if any, of the Series 2008-1
Required Enhancement Amount over the Series 2008-1 Enhancement Amount (excluding
therefrom the Series 2008-1 Available Reserve Account Amount and calculated
after giving effect to any payments of principal to be made on the Series 2008-1
Notes) on such Distribution Date and (b) the Demand Note Preference Payment
Amount.

    


    “Series 2008-1 Reserve
Account” is defined in Section 3.7(a).

    


    “Series 2008-1 Reserve
Account Collateral” is defined in Section 3.7(d).

    


    “Series 2008-1 Reserve
Account Surplus” means, with respect to any Distribution Date, the
excess, if any, of the Series 2008-1 Available Reserve Account Amount over the
Series 2008-1 Required Reserve Account Amount on such Distribution
Date.

    


    “Series 2008-1 Revolving
Period” means the period from and including, the Series 2008-1 Closing
Date to the com­mencement of the Series 2008-1 Amortization
Period.

    


    “Series 2008-1
Shortfall” is defined in Section 3.3(f).

    


    “Series 2008-1 Standard &
Poor’s Additional Enhancement Amount” means, as of any date of
determination, the excess, if any, of (x) the Series 2008-1 Standard &
Poor’s Enhancement Amount as of such date over (y) the Series 2008-1 Required
Enhancement Amount as of such date; provided, however, that as of
any date of determination following the occurrence and during the continuance of
a Liquidation Event of Default or a Series 2008-1 Limited Liquidation Event of
Default, the “Series 2008-1 Standard & Poor’s Additional Enhancement Amount”
shall equal the Series 2008-1 Standard & Poor’s Additional Enhancement
Amount as of the date immediately preceding the occurrence of such Liquidation
Event of Default or Series 2008-1 Limited Liquidation Event of
Default.

    


    
      
        
           


        

        
          29

          
            

          

        

        
           


        

      

    

    


    “Series 2008-1 Standard &
Poor’s Enhancement Amount” means, as of any date of determination, the
sum of (i) the product of (x) the Series 2008-1 Standard & Poor’s
Enhancement Percentage as of such date and (y) the Series 2008-1 Invested Amount
as of such date, (ii) the Series 2008-1 Incremental Enhancement Amount, as of
such date, (iii) the excess, if any of (x) the Standard & Poor’s Excluded
Receivable Amount over (y) the Moody’s Excluded Receivable Amount as of such
date and (iv) the excess, if any of (x) the AESOP II Standard & Poor’s
Excluded Receivable Amount over (y) the AESOP II Moody’s Excluded Receivable
Amount as of such date.

    


    “Series 2008-1 Standard &
Poor’s Enhancement Percentage” means, as of any date of determination,
the greater of (a) 50.00% and (b) the sum of (i) 50.00% 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 2008-1 Termination
Date” means the Distribution Date falling in the nineteenth calendar
month after the calendar month in which the Series 2008-1 Revolving Period
ends.

    


    “Series 2008-1 Unpaid Demand
Amount” means, with respect to any single draw pursuant to Section 3.5(c)
or (d) on the Series 2008-1 Letters of Credit, the aggregate amount drawn by the
Trustee on all Series 2008-1 Letters of Credit.

    


    “Standard &
Poor’s” means Standard & Poor’s Ratings Services, a division of The
McGraw-Hill Companies, Inc.

    


    “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 ABRCF and the Trustee
with respect to such Standard & Poor’s Non-Investment Grade Manufacturer;
provided, however, that as of
the A&R Effective 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 A&R Effective 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.

    


    
      
        
           


        

        
          30

          
            

          

        

        
           


        

      

    

    


    “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 “AA-” from
Standard & Poor’s; provided that any
Manufacturer whose long-term senior unsecured debt rating is downgraded from at
least “AA-” to below “AA-” by Standard & Poor’s after the A&R Effective
Date shall not be deemed a Standard & Poor’s Non-Investment Grade
Manufacturer until the thirtieth (30th)
calendar day following such downgrade.

    


    “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.

    


    “Supplement” is
defined in the recitals hereto.

    


    “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 2008-1 Letter of
Credit pursuant to a Certificate of Termination Date Demand.

    


    “Termination
Disbursement” means an amount drawn under a Series 2008-1 Letter of
Credit pursuant to a Certificate of Termination Demand.

    


    “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 2008-1 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.

    


    
      
        
           


        

        
          31

          
            

          

        

        
           


        

      

    

    


    “Waiver Event” means
the occurrence of the delivery of a Waiver Request and the subsequent waiver of
any Series 2008-1 Maximum Amount.

    


    “Waiver Request” is
defined in Article V.

    


    ARTICLE
II

    


    PURCHASE
AND SALE OF SERIES 2008-1 NOTES;

    INCREASES
AND DECREASES OF SERIES 2008-1 INVESTED AMOUNT

    


    Section
2.1.   Purchases
of the Series 2008-1 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 may, in its sole discretion, purchase a Series
2008-1 Note in an amount equal to all or a portion of its Commitment Percentage
of the Series 2008-1 Initial Invested Amount on any Business Day during the
period from the Effective Date (the “Series 2008-1 Closing
Date”) to and including the Expiry Date with respect to such CP Conduit
Purchaser, and if such CP Conduit Purchaser shall have notified the
Administrative Agent and the Funding Agent with respect to such CP Conduit
Purchaser that it has elected not to fund a Series 2008-1 Note in an amount
equal to its Commit­ment Percentage of the Series 2008-1 Initial Invested
Amount on the Series 2008-1 Closing Date, each APA Bank with respect to such CP
Conduit Purchaser shall fund on the Series 2008-1 Closing Date its APA Bank
Percentage of that portion of such Series 2008-1 Note not to be funded by such
CP Conduit Purchaser and (ii) thereafter, (A) if a CP Conduit Purchaser shall
have purchased a Series 2008-1 Note on the Series 2008-1 Closing Date, such CP
Conduit Purchaser may, in its sole discretion, maintain its Series 2008-1 Note,
subject to increase or decrease during the period from the Series 2008-1 Closing
Date to and including the Expiry Date with respect to such CP Conduit Purchaser,
in accordance with the provisions of this Supplement and (B) the APA Banks with
respect to such CP Conduit Purchaser shall maintain their respective APA Bank
Percentages of the Series 2008-1 Note with respect to such Purchaser Group,
subject to increase or decrease during the period from the Series 2008-1 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 and/or the APA Banks with respect to such CP Conduit
Purchaser shall be made in immediately available funds on the Series 2008-1
Closing Date to the Funding Agent with respect to such CP Conduit Purchaser for
remittance to the Trustee for deposit into the Series 2008-1 Collection
Account.

    


    (b)           Maximum Purchaser Group
Invested Amounts.  Notwithstanding anything to the contrary
contained in this Supplement, at no time shall a Purchaser Group be required to
make the initial purchase of a Series 2008-1 Note or increase its Purchaser
Group Invested Amount if the Purchaser Group Invested Amount with respect to
such Purchaser Group, after giving effect to such purchase or increase, would
exceed the Maximum Purchaser Group Invested Amount with respect to such
Purchaser Group at such time.

    


    
      
        
           


        

        
          32

          
            

          

        

        
           


        

      

    

    


    (c)           Form of Series 2008-1
Notes.  The Series 2008-1 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 2008-1 Closing Date, ABRCF 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 2008-1 Note in the name of the Funding Agent with respect
to each Purchaser Group in an amount equal to the Maximum Purchaser Group
Invested Amount with respect to such Purchaser Group and deliver such Series
2008-1 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 2008-1 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 2008-1
Invested Amount from time to time.  Upon a written request from the
Trustee, 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.

    


    Section
2.3.  Procedure for Initial
Issuance and for Increasing the Series 2008-1 Invested
Amount

    


    (a)           Subject
to Section 2.3(c), (i) on the Series 2008-1 Closing Date, each CP
Conduit Purchaser may agree, in its sole discretion, to purchase, and the APA
Banks with respect to such CP Conduit Purchaser shall agree to purchase, a
Series 2008-1 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 may agree, in its
sole discretion, and each APA Bank with respect to such CP Conduit Purchaser
hereby agrees that the Purchaser Group Invested Amount with respect to such
Purchaser Group may be increased by an amount equal to its APA Bank Percentage
of the Commitment Percentage with respect to such Purchaser Group of the
Increase Amount (an “Increase”), upon the
request of ABRCF (each date on which an increase in the Series 2008-1 Invested
Amount occurs hereunder being herein referred to as the “Increase Date”
applicable to such Increase); provided, however, that ABRCF
shall have given the Administrative Agent (with a copy to the Trustee)
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 2008-1 Closing Date or such Increase Date, as the case
may be.  Such notice shall state (x) the Series 2008-1 Closing Date or
the Increase Date, as the case may be, and (y) the initial invested amount
(the “Series 2008-1
Initial Invested Amount”) or the proposed amount of the increase in the
Series 2008-1 Invested Amount (an “Increase Amount”), as
the case may be.

    


    (b)           If
a CP Conduit Purchaser elects not to fund the full amount of its Commit­ment
Percentage of the Series 2008-1 Initial Invested Amount or a requested Increase,
such CP Conduit Purchaser shall notify the Administrative Agent and the Funding
Agent with respect to such CP Conduit Purchaser, and each APA Bank with respect
to such CP Conduit Purchaser shall fund its APA Bank Percentage of the portion
of the Commitment Percentage with respect to such Purchaser Group of the Series
2008-1 Initial Invested Amount or such Increase, as the case may be, not funded
by such CP Conduit Purchaser.

    


    
      
        
           


        

        
          33

          
            

          

        

        
           


        

      

    

    


    (c)           No
Purchaser Group shall be required to make the initial purchase of a Series
2008-1 Note on the Series 2008-1 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 2008-1
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 Maximum Purchaser Group Invested 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 2008-1 Initial Invested Amount or such Increase
Amount, the Purchaser Group Invested Amount with respect to such Purchaser Group
would not exceed the Maximum Purchaser Group Invested Amount with respect to
such Purchaser Group;

    


    (iii)          after
giving effect to the Series 2008-1 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 2008-1 Initial Invested Amount or
such Increase;

    


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

    


    (vi)          all
of the representations and warranties made by each of ABRCF, 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 2008-1 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);
and

    


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

    


    ABRCF’s
acceptance of funds in connection with (x) the initial purchase of Series 2008-1
Notes on the Series 2008-1 Closing Date and (y) each Increase occurring on any
Increase Date shall constitute a representation and warranty by ABRCF to the
Purchaser Groups as of the Series 2008-1 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(c) have been
satisfied.

    


    
      
        
           


        

        
          34

          
            

          

        

        
           


        

      

    

    


    (d)           Upon
receipt of any notice required by Section 2.3(a) from ABRCF, the
Administrative Agent shall forward (by telecopy or electronic messaging system)
a copy of such notice to the Funding Agent with respect to each Purchaser Group,
no later than 5:00 p.m. (New York City time) on the day
received.  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 (c) are
satisfied, promptly provide telephonic notice to the related CP Conduit
Purchaser and the related APA Banks, of the Increase Date and of such Purchaser
Group’s Commitment Percentage of the Increase Amount.  If such CP
Conduit Purchaser elects to fund all or a portion of its Commitment Percentage
of the Increase Amount, such CP Conduit Purchaser shall pay in immediately
available funds its Commitment Percentage (or any portion thereof) 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 2008-1 Collection
Account.  If such CP Conduit Purchaser does not fund the full amount
of its Commitment Percentage of the Increase Amount and the related APA Banks
are required to fund the portion thereof not funded by the CP Conduit Purchaser,
each such APA Bank shall pay in immediately available funds its APA Bank
Percentage of such portion on the related Increase Date to the Funding Agent
with respect to such Purchaser Group for deposit in the Series 2008-1 Collection
Account.   Each Funding Agent shall remit the amounts received by
it from its CP Conduit Purchaser or the related APA Banks pursuant to this
Section 2.3(d) to the Trustee for deposit into the Series 2008-1 Collection
Account.

    


    Section
2.4.  Sales
by CP Conduit Purchasers of Series 2008-1 Notes to APA Banks.
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 interest in its Series 2008-1 Note 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 2008-1 Invested Amount; Optional
Termination

    


    (a)           On
any Business Day prior to the occurrence of an Amortization Event, upon the
written request of ABRCF or the Administrator on behalf of ABRCF, the Series
2008-1 Invested Amount may be reduced (a “Decrease”) by the
Trustee’s withdrawing (as set forth in such request) funds on deposit in the
Series 2008-1 Excess Collection Account on such Business Day in an amount not to
exceed the amount of such funds on deposit therein on such Business Day (after
giving effect to any application pursuant to clauses (i), (ii) and (iii) of
Section 3.2(e)), depositing such funds into the Series 2008-1 Distribution
Account and distributing such funds to the Administrative Agent on such Business
Day in accordance with Section 3.5(b); provided that ABRCF
shall have given the Adminis­trative Agent (with a copy to the Trustee)
irrevocable written notice (effective upon receipt) of the amount of such
Decrease prior to 9:30 a.m. (New York City time) on the second Business Day
prior to such Decrease, in the case of any such Decrease in an amount less than
$300,000,000, and prior to 9:30 a.m. (New York City time) on a Business Day
that is at least ten days prior to such Decrease, in the case of any such
Decrease in an amount of $300,000,000 or more; 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 such Decrease and the Purchaser Group Invested Amount outstanding
with respect to each Purchaser Group after giving effect to such
Decrease.  Upon receipt of any notice required by Section 2.5(a)
from ABRCF, the Administrative Agent shall forward (by telecopy or electronic
messaging system) a copy of such notice to the Funding Agent with respect to
each Purchaser Group, no later than 1:00 p.m. (New York City time) on the
Business Day received.

    


    
      
        
           


        

        
          35

          
            

          

        

        
           


        

      

    

    


    (b)           On
any Business Day, ABRCF shall have the right to deliver an irrevocable written
notice (an “Optional
Termination Notice”) to the Administrative Agent, the Trustee, the
Administrator, Standard & Poor’s and the Rating Agencies in which ABRCF
declares that the Commitments shall terminate 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 Business Days from the date on which such
notice is delivered).  Upon receipt of any Optional Termination Notice
from ABRCF, 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 2008-1 Amortization Period
shall commence for all purposes under this Supplement, the Base Indenture and
the Related Documents.

    


    (d)           If
there are Principal Collections on deposit in the Series 2008-1 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 ABRCF would be permitted under the terms of Section 2.5(a)
to effect a Decrease with such funds, ABRCF shall request such a Decrease in
accordance with Section 2.5(a) on the earliest possible date.

    


    Section
2.6.  Increases and Reductions of
the Commitments; Extensions of the Commitments.

    


    (a)           ABRCF
may from time to time request that any Purchaser Group agree to increase the
amount set forth opposite the name of the CP Conduit Purchaser included in such
Purchaser Group on Schedule I.  An increase in such amount shall be
effective hereunder if such Purchaser Group shall have agreed in its sole
discretion to such increase.

      

    
      
        
           


        

        
          36

          
            

          

        

        
           


        

      

    

    
       


      (b)           If
ABRCF desires to extend the Scheduled Expiry Date with respect to the Purchaser
Groups, ABRCF shall notify the Administrative Agent 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 ABRCF’s desire
to so extend the Scheduled Expiry Date.  Each Funding Agent, on behalf
of its Purchaser Group, shall notify the Administrative Agent and ABRCF 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 to respond to such request shall not be con­strued as a
consent by such Purchaser Group to such extension.  The decision to
extend or not extend shall be made by each Purchaser Group in its sole
discretion.  In the event that any Purchaser Group desires to extend
its Scheduled Expiry Date for an amount that is less than its Maximum Purchaser
Group Invested Amount prior to ABRCF’s request for an extension, ABRCF, in its
sole discretion, may 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
Maximum Purchaser Group Invested 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 Maximum Purchaser
Group Invested Amount, and the denominator of which is the sum of the Maximum
Purchaser Group Invested Amounts of all Extending Purchaser Groups, other than
such Purchaser Group and any other Purchaser Group reducing its Maximum
Purchaser Group Invested Amount and (y) shall be deemed to be an
Extending Purchaser Group with a Maximum Purchaser Group Invested Amount equal
to the portion of its Maximum Purchaser Group Invested Amount that will be
available after the extension of its Scheduled Expiry Date.  In
connection with any request by ABRCF to extend the Scheduled Expiry Date
pursuant to this Section 2.6(b), ABRCF shall provide (i) to the Administrative
Agent, who shall provide to each Purchaser Group, on or prior to the effective
date of any such extension, a certificate of the principal financial officer of
ABRCF to the effect set forth in Schedule 8.3(d) of the Base Indenture and (ii)
notice to the Rating Agencies and Standard & Poor’s of its request to extend
the Scheduled Expiry Date.
  


    (c)           On
any Business Day during the Series 2008-1 Revolving Period, ABRCF may, upon two
(2) Business Days’ prior written notice to the Administrative Agent
(effec­tive upon receipt) (with copies to the Administrator and the Trustee)
reduce the Series 2008-1 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 2008-1 Invested Amount on such date, the
Purchaser Group Invested Amount with respect to any Purchaser Group would exceed
the Maximum Purchaser Group Invested Amount with respect to such Purchaser Group
then in effect.  Any reduc­tion in the Series 2008-1 Maximum
Invested Amount shall be made on a pro rata basis to the
Maximum Purchaser Group Invested Amounts with respect to the Purchaser Groups,
based on the Maximum Purchaser Group Invested Amount with respect to each
Purchaser Group.  Once reduced, the Maximum Purchaser Group Invested
Amounts may not be subsequently reinstated without each such Purchaser Group’s
prior written consent, which consent shall be granted or not in the sole
discretion of such Purchaser Group.

      


    
      
        
           


        

        
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      (d)           If,
after receiving a request for extension of its Scheduled Expiry Date from ABRCF
pursuant to Section 2.6(b), the Funding Agent with respect to a CP Conduit
Purchaser notifies ABRCF in writing of its decision not to extend its Scheduled
Expiry Date as requested or fails to respond to ABRCF’s request within 30 days
of its receipt of such request, at the request of ABRCF, such CP Conduit
Purchaser and the APA Banks with respect to such CP Conduit Purchaser shall on a
Distribution Date thereafter selected by ABRCF (or such other date as may be
agreed by ABRCF, the Funding Agent and the Administrative Agent) assign all or
any portion of their respective rights and obligations under this Supplement and
the Series 2008-1 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 ABRCF upon payment by the replacement CP Conduit Purchaser
and the APA Banks with respect to such replacement CP Conduit Purchaser (or upon
payment by ABRCF as agreed to by ABRCF, the assignor and the assignee) of an
amount equal to the sum of (i) the Purchaser Group Invested Amount with respect
to such Non-Extending Purchaser Group, and (ii) (A) if such Purchaser Group
includes a Match Funding CP Conduit Purchaser, the sum of (x) all accrued and
unpaid Discount on all outstanding Commercial Paper issued by, or for the
benefit of, such Match Funding CP Conduit Purchaser to fund the CP Funded Amount
with respect to such Match Funding CP Conduit Purchaser from the issuance
date(s) thereof to but excluding 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
Discount to accrue on all outstanding Commercial Paper issued by, or for the
benefit of, such Match Funding CP Conduit Purchaser to fund the CP Funded Amount
with respect to such Match Funding CP Conduit Purchaser from and including the
Purchase Effective Date to and excluding the maturity date of each CP Tranche
with respect to such Match Funding CP Conduit Purchaser or (B) if such
Non-Extending Purchaser Group includes a Pooled Funding CP Conduit Purchaser,
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, such Pooled
Funding CP Conduit Purchaser allocated, in whole or in part, by the Funding
Agent with respect to such Pooled Funding CP Conduit Purchaser, to fund the
purchase or maintenance of the CP Funded Amount with respect to such Pooled
Funding CP Conduit Purchaser as of the Purchase Effective Date 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 Pooled Funding CP Conduit Purchaser
allocated, in whole or in part, by the Funding Agent with respect to such Pooled
Funding CP Conduit Purchaser, to fund the purchase or maintenance of the CP
Funded Amount with respect to such Pooled Funding CP Conduit Purchaser from and
including the Purchase Effective Date to and excluding the maturity dates of
such Commercial Paper, and (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, and (iv) for each day from but
excluding the last day of the Series 2008-1 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, and (v) for
each day from but excluding the last day of the Series 2008-1 Interest Period
immediately preceding the Purchase Effective Date, an amount equal to (x) the
excess, if any, of the Commitment Amount with respect to such Non-Extending
Purchaser Group over the Purchaser Group Invested Amount with respect to such
Purchaser Group on such day times (y) the
Commitment Fee Rate as of such date divided by (z) 360, and (vi)
all Article VII Costs then due and payable to such Non-Extending Purchaser
Group, and (vii) without duplication, any other amounts then due and payable to
such Non-Extending Purchaser Group pursuant to this
Supplement.

    

      

    
      
        
           


        

        
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    (e)           ABRCF
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
Business Days written notice 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 ABRCF desires to effect such addition
(the “Purchaser Group
Addition Date”), (iii) the proposed Maximum Purchaser Group Invested
Amount with respect to the Additional CP Conduit Purchaser and the Related
Additional APA Banks and (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.  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 2008-1 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 2008-1 Invested Amount.

      


    Section
2.7.  Interest;
Fees

    


    (a)           Interest
shall be payable on the Series 2008-1 Notes on each Distribution Date pursuant
to Section 3.3.

    


    (b)           On
any Business Day, ABRCF may, subject to Section 2.7(c), elect to allocate all or
any portion of the Available CP Funding Amount with respect to any Match Funding
CP Conduit Purchaser, to one or more CP Tranches with CP Rate Periods commencing
on such Business Day by giving the Administrative Agent and the Funding Agent
with respect to such Match Funding CP Conduit Purchaser irrevocable written or
telephonic (confirmed in writing) notice thereof, which notice must be received
by such Funding Agent prior to 3:00 p.m. (New York City time) on the second
Business Day prior to such Business Day.  Such notice shall specify
(i) the applicable Business Day, (ii) the CP Rate Period for each CP Tranche to
which a portion of the Available CP Funding Amount with respect to such
Purchaser Group is to be allocated and (iii) the portion of such Available CP
Funding Amount being allocated to each such CP Tranche.  On any
Business Day, ABRCF may, subject to Sections 2.7(c) and 7.4, elect to allocate
all or any portion of the Available APA Bank Funding Amount with respect to any
Purchaser Group to one or more Eurodollar Tranches with Eurodollar Periods
commencing on such Business Day by giving the Administrative Agent and the
Funding Agent with respect to such Purchaser Group irrevocable written or
telephonic (confirmed in writing) notice thereof, which notice must be received
by such Funding Agent prior to 1:00 p.m. (New York City time) three
Business Days prior to such Business Day.  Such notice shall specify
(i) the applicable Business Day, (ii) the Eurodollar Period for each Eurodollar
Tranche to which a portion of the Available APA Bank Funding Amount with respect
to such Purchaser Group is to be allocated and (iii) the portion of such
Available APA Bank Funding Amount being allocated to each such Eurodollar
Tranche.  Upon receipt of any such notice, the Funding Agent with
respect to a Purchaser Group shall notify the CP Conduit Purchaser and the APA
Bank with respect to such Purchaser Group of the contents of such notice
promptly upon receipt thereof.

    


    
      
        
           


        

        
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    (c)           Notwithstanding
anything to the contrary contained in this Section 2.7, (i) (A) each Match
Funding CP Conduit Purchaser shall approve the length of each CP Rate Period and
the portion of the Available CP Funding Amount with respect to such Match
Funding CP Conduit Purchaser allocated to such CP Rate Period, (B) such Match
Funding CP Conduit Purchaser may select, in its sole discretion, any new CP Rate
Period if (x) ABRCF does not provide notice of a new CP Rate Period on a timely
basis or (y) the Funding Agent with respect to such Match Funding CP Conduit
Purchaser, on behalf of such Match Funding CP Conduit Purchaser, determines, in
its sole discretion, that the CP Rate Period requested by ABRCF is unavailable
or for any reason commercially undesirable and (C) the portion of the Available
CP Funding Amount with respect to such Match Funding CP Conduit Purchaser
allocable to each CP Tranche must be in an amount equal to $1,000,000 or an
integral multiple of $100,000 in excess thereof and (ii) (A) the portion of the
Available APA Bank Funding Amount with respect to any Purchaser Group allocable
to each Eurodollar Tranche must be in an amount equal to $100,000 or an integral
multiple of $100,000 in excess thereof, (B) no more than 7 Eurodollar Tranches
with respect to such Purchaser Group shall be outstanding at any one time, (C)
after the occurrence and during the continuance of any Amortization Event or
Potential Amortization Event, ABRCF may not elect to allocate any portion of the
Available APA Bank Funding Amount with respect to any Purchaser Group to a
Eurodollar Tranche and (D) during the Series 2008-1 Amortization Period, ABRCF
may not select any Eurodollar Period that does not end on or prior to the next
succeeding Distribution Date.

    


    (d)           On
any Business Day, a Match Funding CP Conduit Purchaser may elect that ABRCF no
longer be permitted to select CP Tranches in accordance with Sections 2.7(b) and
(c) in respect of the CP Conduit Funded Amount with respect to such CP Conduit
Purchaser by giving ABRCF and the Administrative Agent irrevocable written
notice thereof, which notice must be received by ABRCF and the Administrative
Agent at least one Business Day prior to such Business Day.  On any
Business Day, a Pooled Funding CP Conduit Purchaser may with the prior written
consent of the Administrator (which consent shall not be unreasonably withheld)
elect thereafter to allow ABRCF to select CP Tranches in accordance with
Sections 2.7(b) and (c) in respect of the CP Conduit Funded Amount with respect
to such CP Conduit Purchaser by giving ABRCF and the Administrative Agent
irrevocable written notice thereof, which notice and consent must be received by
ABRCF and the Administrative Agent at least one Business Day prior to such
election.  Any CP Conduit Purchaser making an election to change the
manner in which its funding costs in respect of its Series 2008-1 Note are
allocated in accordance with this Section 2.7(d) will be both a Match Funding CP
Conduit Purchaser and a Pooled Funding CP Conduit Purchaser during the period
that its Series 2008-1 Note is funded on both a “pooled” and “match funded”
basis and its Monthly Funding Costs during that period will be calculated
accordingly.

    


    (e)           ABRCF
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 commitment fee with respect to the Series 2008-1 Interest
Period ending on the day preceding such Distribution Date (the “Commitment Fee”)
during the period from the Series 2008-1 Closing Date to and including the
Expiry Date with respect to such Purchaser Group at the Commitment Fee Rate of
the average daily Commitment Amount with respect to such Purchaser Group during
such Series 2008-1 Interest Period less the aver­age daily Purchaser Group
Invested Amount with respect to such Purchaser Group during such Series 2008-1
Interest Period.  The Commitment Fees shall be payable monthly in
arrears on each Distribution Date.

    


    
      
        
           


        

        
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    (f)           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 Commitment 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
ABRCF.  ABRCF agrees to indemnify and hold harmless the
Trustee, the Administrative Agent, each Funding Agent, 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 ABRCF 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 ABRCF (or any of its
officers) in the Indenture or other Related Document or (iii) a failure by ABRCF
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 ABRCF pursuant to this Section 2.8 shall be made solely from
funds available pursuant to Section 3.3(e), shall be non-recourse other than
with respect to such funds, and shall not constitute a claim against ABRCF 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 2008-1 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 will 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 2008-1 Note registered in
the name of such Funding Agent and any amounts owing thereunder.

    


    
      
        
           


        

        
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    (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
2008-1 ALLOCATIONS

    


    With
respect to the Series 2008-1 Notes, the following shall apply:

    


    Section
3.1.  Establishment of Series
2008-1 Collection Account, Series 2008-1 Excess Collection Account and Series
2008-1 Accrued Interest Account

    


    (a)           All
Collections allocable to the Series 2008-1 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 2008-1 Noteholders:  the Series
2008-1 Collection Account (such sub-account, the “Series 2008-1 Collection
Account”), the Series 2008-1 Excess Collection Account (such sub-account,
the “Series 2008-1
Excess Collection Account”) and the Series 2008-1 Accrued Interest
Account (such sub-account, the “Series 2008-1 Accrued
Interest Account”).

    


    Section
3.2.  Allocations with Respect to
the Series 2008-1 Notes.  The net proceeds from the initial
sale of the Series 2008-1 Notes and any Increase 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 2008-1 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
3.2:

    


    (a)           Allocations of Collections
During the Series 2008-1 Revolving Period.  During the Series
2008-1 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 2008-1 Deposit Date, all
amounts deposited into the Collection Account as set forth below:

    


    (i)        
   allocate to the Series 2008-1 Collection Account an amount
equal to the sum of (A) the Series 2008-1 Invest­ed Percentage (as of such
day) of the aggregate amount of Interest Collections on such day and (B) any
Series 2008-1 Interest Rate Cap Proceeds received by the Trustee on such
day.  All such amounts allocated to the Series 2008-1 Collection
Account shall be further allocated to the Series 2008-1 Accrued Interest
Account; and

    


    
      
        
           


        

        
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    (ii)           allocate
to the Series 2008-1 Excess Collection Account the sum of (A) the Series 2008-1
Invested Percentage (as of such day) of the aggregate amount of Principal
Collections on such day (for any such day, the “Series 2008-1 Principal
Allocation”) and (B) the proceeds from the initial issuance of the Series
2008-1 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 2008-1 Amortization Period.  With respect to
the Series 2008-1 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 the Trustee in writing pursuant to the
Administration Agreement to allocate, prior to 11:00 a.m. (New York City time)
on any Series 2008-1 Deposit Date, all amounts deposited into the Collection
Account as set forth below:

    


    (i)          
 allocate to the Series 2008-1 Collection Account an amount determined as
set forth in Section 3.2(a)(i) above for such day, which amount shall be further
allocated to the Series 2008-1 Accrued Interest Account; and

    


    (ii)           allocate
to the Series 2008-1 Collection Account an amount equal to the Series 2008-1
Principal Allocation for such day, which amount shall be used to make principal
payments in respect of the Series 2008-1 Notes, ratably, without preference or
priority of any kind, until the Series 2008-1 Invested Amount is paid in full;
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 2008-1 Notes, Series 2008-1 Interest Rate Cap Proceeds and other
amounts available pursuant to Section 3.3 to pay Series 2008-1 Monthly Interest
and the Commitment Fees on the next succeeding Distribution Date will be less
than the Series 2008-1 Monthly Interest and Commitment Fees for the Series
2008-1 Interest Period ending on the day preceding such Distribution Date and
(B) the Series 2008-1 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 2008-1 Notes during the Related
Month equal to the lesser of such insufficiency and the Series 2008-1
Enhancement Amount to the Series 2008-1 Accrued Interest Account to be treated
as Interest Collections on such Distribution Date.

    


    (c)           Allocations of Collections
after the Occurrence of an Event of Bankruptcy.  After the
occur­rence of an Event of Bankruptcy with respect to ARAC, any other Lessee
or any Permitted Sublessee, 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 2008-1 Deposit Date, all
amounts deposited into the Collection Account as set forth below:

    


    (i)         
  allocate to the Series 2008-1 Collection Account an amount equal to
the sum of (A) the Series 2008-1 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, (B) the aggregate amount of Interest Collections made under the AESOP
II Loan Agreement and (C) any Series 2008-1 Interest Rate Cap Proceeds received
by the Trustee on such day.  All such amounts allocated to the Series
2008-1 Collection Account shall be further allocated to the Series 2008-1
Accrued Interest Account; and

    


    
      
        
           


        

        
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    (ii)           allocate
to the Series 2008-1 Collection Account an amount equal to the sum of (A) the
Series 2008-1 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 and (B) the
aggregate amount of Principal Collections made under the AESOP II Loan
Agreement, which amount shall be used to make principal payments in respect of
the Series 2008-1 Notes until the Series 2008-1 Notes have been paid in full;
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
2008-1 Notes, Series 2008-1 Interest Rate Cap Proceeds and other amounts
available pursuant to Section 3.3 to pay Series 2008-1 Monthly Interest and the
Commitment Fees on the next succeeding Distribution Date will be less than the
Series 2008-1 Monthly Interest and Commitment Fees for the Series 2008-1
Interest Period ending on the day preceding such Distribution Date and (B) the
Series 2008-1 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 2008-1 Notes during the Related Month equal
to the lesser of such insufficiency and the Series 2008-1 Enhancement Amount to
the Series 2008-1 Accrued Interest Account to be treated as Interest Collections
on such Distribution Date.

    


    (d)           Allocations From Other
Series.  Amounts allocated to other Series of Notes that have
been reallocated by ABRCF to the Series 2008-1 Notes (i) during the Series
2008-1 Revolving Period shall be allocated to the Series 2008-1 Excess
Collection Account and applied in accordance with Section 3.2(e) and (ii) during
the Series 2008-1 Amortization Period shall be allocated to the Series 2008-1
Collection Account and applied in accordance with Section 3.2(b)(ii) or
3.2(c)(ii), as the case may be, to make principal payments in respect of the
Series 2008-1 Notes.

    


    (e)           Series 2008-1 Excess
Collection Account.  Amounts allocated to the Series 2008-1
Excess Collection Account on any Series 2008-1 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 2008-1 Reserve Account in an amount
up to the excess, if any, of the Series 2008-1 Required Reserve Account Amount
for such date, after giving effect to any Increase or Decrease on such date,
over the Series 2008-1 Available Reserve Account Amount for such date, (iii)
third, to the extent directed by ABRCF 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 voluntary Decrease in
the Series 2008-1 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 ABRCF for any use
permitted under 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 2008-1 Excess Collection Account will be with­drawn by
the Trustee, deposited in the Series 2008-1 Collection Account and allocated as
Principal Collections to reduce the Series 2008-1 Invested Amount on the
immediately succeeding Distribution Date.

    


    
      
        
           


        

        
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    (f)           Past Due Rental
Payments.  Notwithstanding Section 3.2(a), if after the
occurrence of a Series 2008-1 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 2008-1 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 2008-1 Collection
Account an amount equal to the Series 2008-1 Invested Percentage as of the date
of the occurrence of such Series 2008-1 Lease Payment Deficit of the Collections
attributable to such Past Due Rent Payment (the “Series 2008-1 Past Due Rent
Payment”).  The Administrator shall instruct the Trustee in
writing pursuant to the Administration Agreement to withdraw from the Series
2008-1 Collection Account and apply the Series 2008-1 Past Due Rent Payment in
the following order:

    


    (i)         
  if the occurrence of such Series 2008-1 Lease Payment Deficit
resulted in a withdrawal being made from the Series 2008-1 Reserve Account
pursuant to Section 3.3(b), deposit in the Series 2008-1 Reserve Account an
amount equal to the lesser of (x) the Series 2008-1 Past Due Rent Payment and
(y) the excess, if any, of the Series 2008-1 Required Reserve Account Amount
over the Series 2008-1 Available Reserve Account Amount on such
day;

    


    (ii)           if
the occurrence of the related Series 2008-1 Lease Payment Deficit resulted in
one or more Lease Deficit Disbursements being made under the Series 2008-1
Letters of Credit, pay to each Series 2008-1 Letter of Credit Provider who made
such a Lease Deficit Disbursement for application in accor­dance with the
provisions of the applicable Series 2008-1 Reimbursement Agreement an amount
equal to the lesser of (x) the unreimbursed amount of such Series 2008-1
Letter of Credit Provider’s Lease Deficit Disbursement and (y) such Series
2008-1 Letter of Credit Provider’s pro rata share, calculated on the basis of
the unreimbursed amount of each Series 2008-1 Letter of Credit Provider’s Lease
Deficit Disbursement, of the amount of the Series 2008-1 Past Due Rent Payment
remaining after payment pursuant to clause (i) above;

    


    
      
        
           


        

        
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    (iii)          if
the occurrence of such Series 2008-1 Lease Payment Deficit resulted in a
withdrawal being made from the Series 2008-1 Cash Collateral Account, deposit in
the Series 2008-1 Cash Collateral Account an amount equal to the lesser of (x)
the amount of the Series 2008-1 Past Due Rent Payment remaining after any
payment pursuant to clauses (i) and (ii) above and (y) the amount withdrawn from
the Series 2008-1 Cash Collateral Account on account of such Series 2008-1 Lease
Payment Deficit;

    


    (iv)          allocate
to the Series 2008-1 Accrued Interest Account the amount, if any, by which the
Series 2008-1 Lease Interest Payment Deficit, if any, relating to such Series
2008-1 Lease Payment Deficit exceeds the amount of the Series 2008-1 Past Due
Rent Payment applied pursuant to clauses (i), (ii) and (iii) above;
and

    


    (v)           treat
the remaining amount of the Series 2008-1 Past Due Rent Payment as Principal
Collections allocated to the Series 2008-1 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
Funding Agent with respect to each Purchaser Group shall provide written notice
to the Administrative Agent (x) no later than two 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 2008-1
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 2008-1 Interest Period and (y) within three Business Days after the
end of each calendar month, setting forth the Monthly Funding Costs (calculated
as if such calendar month was a Series 2008-1 Interest Period) with respect to
such Purchaser Group for such calendar month.  The Administrative
Agent shall, within two 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.  If the
actual amount of the Monthly Funding Costs with respect to any Purchaser Group
for a Series 2008-1 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 2008-1 Interest Period
accordingly.  The Administrator shall determine the Series 2008-1 Note
Rate for the last Series 2008-1 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 2008-1 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 2008-1 Interest Period,
the Administrator will recalculate the Series 2008-1 Note Rate for such Series
2008-1 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 2008-1 Interest Rate Cap Proceeds and Interest Collections
processed since the preceding Distribution Date and allocated to the holders of
the Series 2008-1 Notes.

    


    
      
        
           


        

        
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    (a)           Note Interest and Commitment
Fees with respect to the Series 2008-1 Notes.  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
2008-1 Accrued Interest Account to the extent funds are anticipated to be
available from Interest Collections allo­cable to the Series 2008-1 Notes
and the Series 2008-1 Interest Rate Cap Proceeds pro­cessed from, but not
including, the preceding Distribu­tion Date through the succeeding
Dis­tribution Date in respect of (x) first, an amount equal to the Series
2008-1 Monthly Interest for the Series 2008-1 Interest Period ending on the day
preceding the related Distribution Date, (y) second, an amount equal to the
Commitment Fees for each Purchaser Group for the Series 2008-1 Interest Period
ending on the day preceding the related Distribution Date and (z) third, an
amount equal to the amount of any unpaid Series 2008-1 Shortfall as of the
preceding Distribu­tion Date (together with any accrued interest on such
Series 2008-1 Shortfall).  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 2008-1 Accrued Interest Account and
deposit such amounts in the Series 2008-1 Distribution Account.

    


    (b)           Withdrawals from Series
2008-1 Reserve Account.  If the Administrator determines on any
Distribution Date that the amounts available from the Series 2008-1 Accrued
Interest Account are insufficient to pay the sum of the amounts described in
clauses (x), (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
2008-1 Reserve Account and deposit in the Series 2008-1 Distribution Account on
such Distribution Date an amount equal to the lesser of the Series 2008-1
Available Reserve Account Amount and such insufficiency.  The Trustee
shall withdraw such amount from the Series 2008-1 Reserve Account and deposit
such amount in the Series 2008-1 Distribution Account.

    


    (c)           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 of the amount
of any Series 2008-1 Lease Payment Deficit, such notification to be in the form
of Exhibit F
(each a “Lease Payment
Deficit Notice”).

    


    (d)           Draws on Series 2008-1
Letters of Credit For Series 2008-1 Lease Interest Payment
Deficits.  If the Administrator determines on the Business Day
immediately preceding any Distribution Date that on such Distribution Date there
will exist a Series 2008-1 Lease Interest Payment Deficit, the Administrator
shall, on or prior to 3:00 p.m. (New York City time) on such Business Day,
instruct the Trustee in writing to draw on the Series 2008-1 Letters of Credit,
if any, and, the Trustee shall, by 5:00 p.m. (New York City time) on such
Business Day draw an amount (identified by the Administrator) equal to the least
of (i) such Series 2008-1 Lease Interest Payment Deficit, (ii) the excess, if
any, of the sum of the amounts described in clauses (x), (y) and (z) of Section
3.3(a) above for such Distribution Date over the amounts available from the
Series 2008-1 Accrued Interest Account on such Distribution Date plus the amount
withdrawn from the Series 2008-1 Reserve Account pursuant to Section 3.3(b) and
(iii) the Series 2008-1 Letter of Credit Liquidity Amount on the Series 2008-1
Letters of Credit by presenting to each Series 2008-1 Letter of Credit Provider
a Certificate of Lease Deficit Demand and shall cause the Lease Deficit
Disbursements to be deposited in the Series 2008-1 Distribution Account on such
Distribution Date for distribution in accordance with Section 3.4; provided, however, that if the
Series 2008-1 Cash Collateral Account has been estab­lished and funded, the
Trustee shall withdraw from the Series 2008-1 Cash Collateral Account and
deposit in the Series 2008-1 Distribution Account an amount equal to the lesser
of (x) the Series 2008-1 Cash Collateral Percentage on such date of the least of
the amounts described in clauses (i), (ii) and (iii) above and (y) the Series
2008-1 Available Cash Collateral Account Amount on such date and draw an amount
equal to the remainder of such amount on the Series 2008-1 Letters of
Credit.

    


    
      
        
           


        

        
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    (e)           Balance.  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 balance (after making the
payments required in Sec­tion 3.3(a)), if any, of the amounts available from
the Series 2008-1 Accrued Interest Account as follows:

    


    (i)        
   on each Distribution Date during the Series 2008-1 Revolving
Period, (1) first, to the Administrator, an amount equal to the Series 2008-1
Percentage as of the beginning of such Series 2008-1 Interest Period of the
por­tion of the Monthly Administration Fee pay­able by ABRCF (as
specified in clause (iii) of the definition thereof) for such Series 2008-1
Interest Period, (2) second, to the Trustee, an amount equal to the Series
2008-1 Percentage as of the beginning of such Series 2008-1 Interest Period of
the Trustee’s fees for such Series 2008-1 Interest Period, (3) third, to the
Series 2008-1 Distribution Account to pay any Article VII Costs, (4) fourth, 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 2008-1
Percentage as of the beginning of such Series 2008-1 Interest Period of such
Carrying Charges (other than Carrying Charges provided for above) for such
Series 2008-1 Interest Period and (5) fifth, the balance, if any (“Excess Collections”),
shall be withdrawn by the Paying Agent from the Series 2008-1 Collection Account
and deposited in the Series 2008-1 Excess Collection Account; and

    


    (ii)           on
each Distribution Date during the Series 2008-1 Amortization Period, (1) first,
to the Trustee, an amount equal to the Series 2008-1 Percentage as of the
beginning of such Series 2008-1 Interest Period of the Trustee’s fees for such
Series 2008-1 Interest Peri­od, (2) second, to the Adminis­tra­tor,
an amount equal to the Series 2008-1 Percentage as of the beginning of such
Series 2008-1 Interest Period of the portion of the Monthly Administration Fee
(as specified in clause (iii) of the definition thereof) payable by ABRCF for
such Series 2008-1 Interest Period, (3) third, to the Series 2008-1 Distribution
Account to pay any Article VII Costs, (4) fourth, 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 2008-1 Percentage as of the
beginning of such Series 2008-1 Interest Period of such Carrying Charges (other
than Carrying Charges provided for above) for such Series 2008-1 Interest Period
and (5) fifth, the balance, if any, shall be treated as Principal
Collections.

    


    
      
        
           


        

        
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    (f)           Shortfalls.  If
the amounts described in Section 3.3 are insuffi­cient to pay the Series
2008-1 Monthly Interest and the Commitment Fees of the Purchaser Groups on any
Dis­tribution Date, payments of interest to the Series 2008-1 Noteholders
and payments of Commitment Fees to the Purchaser Groups will be reduced on a
pro rata basis by the
amount of such defici­ency.  The aggregate amount, if any, of such
deficiency on any Distribution Date shall be referred to as the “Series 2008-1
Shortfall.”  Interest shall accrue on the Series 2008-1
Shortfall at the Alternate Base Rate plus 2% per annum.

    


    Section
3.4.  Payment of Note Interest and
Commitment 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 Series 2008-1 Distribution Account
the amounts deposited in the Series 2008-1 Distribution Account pursuant to
Section 3.3.  Upon the receipt of funds from the Paying Agent on each
Distribution Date on account of Series 2008-1 Monthly Interest, 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 2008-1 Interest Period ending on the
day preceding such Distribution Date plus the amount of
any unpaid Series 2008-1 Shortfalls relating to unpaid Series 2008-1 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 2008-1
Monthly Interest for the Series 2008-1 Interest Period ending on the day
preceding such Distribution Date is less than such Series 2008-1 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 2008-1 Interest Period.  Upon the receipt of funds from
the Paying Agent on each Distribution Date on account of Commitment Fees, the
Administrative Agent shall pay to each Funding Agent with respect to a Purchaser
Group an amount equal to the Commitment Fee payable to such Purchaser Group with
respect to the Series 2008-1 Interest Period ending on the day preceding such
Distribution Date plus the amount of
any unpaid Series 2008-1 Shortfalls relating to unpaid Commitment Fees 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 Commitment Fees is less than the Commitment 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 Commitment Fee 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 Section 3.3(e) 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 days’ notice to ABRCF and the Administrator of such Article VII
Costs.

    


    
      
        
           


        

        
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    Section
3.5.  Payment of Note
Principal.

    


    (a)           Monthly Payments During
Series 2008-1 Amortization Period.  Commencing on the first
Determination Date after the commencement of the Series 2008-1 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 2008-1 Notes during the
Related Month pursuant to Section 3.2(b)(ii) or (c)(ii), as the case may be,
(ii) any amounts to be withdrawn from the Series 2008-1 Reserve Account and
deposited into the Series 2008-1 Distribution Account or (iii) any amounts to be
drawn on the Series 2008-1 Demand Notes and/or on the Series 2008-1 Letters of
Credit (or withdrawn from the Series 2008-1 Cash Collateral
Account).  On the Distribution Date following each such Determination
Date, the Trustee shall withdraw the amount allocated to the Series 2008-1 Notes
during the Related Month pursuant to Section 3.2(b)(ii) or (c)(ii), as the case
may be, from the Series 2008-1 Collection Account and deposit such amount in the
Series 2008-1 Distribution Account, to be paid to the holders of the Series
2008-1 Notes.

    


    (b)           Decreases.  On
any Business Day during the Series 2008-1 Revolving Period on which a Decrease
is to be made pursuant to Section 2.5, the Trustee shall withdraw from the
Series 2008-1 Excess 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 2008-1 Excess Collection Account (after
giving effect to any application pursuant to clauses (i), (ii) and (iii) of
Section 3.2(e)) and (ii) the amount of such Decrease, and deposit such amount in
the Series 2008-1 Distribution Account, to be paid to the Administrative Agent
for distribution in accordance with Section 3.5(f).

    


    (c)           Principal Deficit
Amount.  On each Distribution Date on which the Principal
Deficit Amount is greater than zero, amounts shall be transferred to the Series
2008-1 Distribution Account as follows:

    


    (i)        
   Reserve Account
Withdrawal.  The Administrator shall instruct the Trustee in
writing, prior to 12:00 noon (New York City time) on such Distribution
Date, in the case of a Principal Deficit Amount resulting from a Series 2008-1
Lease Payment Deficit, or prior to 12:00 noon (New York City time) on the second
Business Day prior to such Distribution Date, in the case of any other Principal
Deficit Amount, to withdraw from the Series 2008-1 Reserve Account, an amount
equal to the lesser of (x) the Series 2008-1 Available Reserve Account Amount
and (y) such Principal Deficit Amount and deposit it in the Series 2008-1
Distribution Account on such Distribution Date.

    


    
      
        
           


        

        
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    (ii)           Principal Draws on Series
2008-1 Letters of Credit.  If the Administrator determines on
the Business Day immediately preceding any Distribution Date during the Series
2008-1 Amortization Period that on such Distribution Date there will exist a
Series 2008-1 Lease Principal Payment Deficit, the Administrator shall instruct
the Trustee in writing to draw on the Series 2008-1 Letters of Credit, if any,
as provided below.  Upon receipt of a notice by the Trustee from the
Administra­tor in respect of a Series 2008-1 Lease Principal Payment Deficit
on or prior to 3:00 p.m. (New York City time) on the Business Day
immediately preceding a Distribution Date, the Trustee shall, by 5:00 p.m.
(New York City time) on such Business Day draw an amount equal to the least
of (i) such Series 2008-1 Lease Principal Payment Deficit, (ii) the amount by
which the Principal Deficit Amount for such Distribution Date exceeds the amount
to be deposited in the Series 2008-1 Distribution Account in accordance with
clause (i) of this Section 3.5(c) and (iii) the Series 2008-1 Letter of Credit
Liquidity Amount on the Series 2008-1 Letters of Credit, by presenting to each
Series 2008-1 Letter of Credit Provider a Certificate of Lease Deficit Demand
and shall cause the Lease Deficit Disbursements to be deposited in the Series
2008-1 Distribution Account on such Distribution Date; provided, however, that if the
Series 2008-1 Cash Collateral Account has been established and funded, the
Trustee shall withdraw from the Series 2008-1 Cash Collateral Account and
deposit in the Series 2008-1 Distribution Account an amount equal to the lesser
of (x) the Series 2008-1 Cash Collat­eral Percentage for such date of the
least of the amounts described in clauses (i), (ii) and (iii) above and (y) the
Series 2008-1 Available Cash Collateral Account Amount on such date and draw an
amount equal to the remainder of such amount on the Series 2008-1 Letters of
Credit.

    


    (iii)          Demand Note
Draw.  If on any Determination Date, the Adminis­trator
determines that the Principal Deficit Amount on the next succeeding Distribution
Date (after giving effect to any withdrawal from the Series 2008-1 Reserve
Account pursuant to Section 3.5(c)(i) on such Distribution Date) will be greater
than zero and there are any Series 2008-1 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 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 2008-1 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 2008-1 Demand Notes to be deposited into the Series 2008-1
Distribution Account.

    


    (iv)          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 2008-1 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 2008-1 Letters of Credit an amount equal to the lesser of
(i) Series 2008-1 Letter of Credit Amount and (ii) the aggregate
amount that the Demand Note Issuers failed to pay under the Series 2008-1 Demand
Notes (or, the amount that the Trustee failed to demand for payment thereunder)
by presenting to each Series 2008-1 Letter of Credit Provider a Certificate of
Unpaid Demand Note Demand; provided, however, that if the
Series 2008-1 Cash Collateral Account has been established and funded, the
Trustee shall withdraw from the Series 2008-1 Cash Collateral Account and
deposit in the
Series 2008-1 Distribution Account an amount equal to the lesser of (x) the
Series 2008-1 Cash Collateral Percentage on such Business Day of the aggregate
amount that the Demand Note Issuers failed to pay under the Series 2008-1 Demand
Notes (or, the amount that the Trustee failed to demand for payment thereunder)
and (y) the Series 2008-1 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 2008-1 Demand Notes
(or, the amount that the Trustee failed to demand for payment thereunder) on the
Series 2008-1 Letters of Credit.  The Trustee shall deposit into, or
cause the deposit of, the proceeds of any draw on the Series 2008-1 Letters of
Credit and the proceeds of any withdrawal from the Series 2008-1 Cash Collateral
Account to be deposited in the Series 2008-1 Distribution Account on such
Distribution Date.

    


    
      
        
           


        

        
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    (d)           Series 2008-1 Termination
Date.  The entire Series 2008-1 Invested Amount shall be due
and payable on the Series 2008-1 Termination Date.  In connection
therewith:

    


    (i)         
  Reserve
Account Withdrawal.  If, after giving effect to the deposit
into the Series 2008-1 Distribution Account of the amount to be deposited in
accordance with Section 3.5(a), together with any amounts to be deposited
therein in accordance with Section 3.5(c) on the Series 2008-1 Termination Date,
the amount to be deposited in the Series 2008-1 Distribution Account with
respect to the Series 2008-1 Termination Date is or will be less than the Series
2008-1 Invested Amount, then, prior to 12:00 noon (New York City time) on
the second Business Day prior to the Series 2008-1 Termination Date, the
Administrator shall instruct the Trustee in writing to withdraw from the Series
2008-1 Reserve Account, an amount equal to the lesser of the Series 2008-1
Available Reserve Account Amount and such insufficiency and deposit it in the
Series 2008-1 Distribution Account on the Series 2008-1 Termination
Date.

    


    (ii)           Demand Note
Draw.  If the amount to be deposited in the Series 2008-1
Distribution Account in accordance with Section 3.5(a) together with any amounts
to be deposited therein in accordance with Section 3.5(c) and Section 3.5(d)(i)
on the Series 2008-1 Termination Date is less than the Series 2008-1 Invested
Amount, and there are any Series 2008-1 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 2008-1 Termination Date, the Administrator shall instruct the
Trustee in writing 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 2008-1 Demand Notes in an
amount equal to the lesser of (i) such insuf­fici­ency and (ii) the
Series 2008-1 Letter of Credit Amount.  The Trustee shall, prior to
12:00 noon (New York City time) on the second Business Day preceding the
Series 2008-1 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 2008-1 Demand Notes to be deposited into the Series
2008-1 Distribution Account.

    


    
      
        
           


        

        
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    (iii)          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 (ii) of
this Section 3.5(d) any Demand Note Issuer shall have failed to pay to the
Trustee or deposit into the Series 2008-1 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 2008-1 Termination Date, then, in the case of
(x) or (y) the Trustee shall draw on the Series 2008-1 Letters of Credit by
12:00 noon (New York City time) on such Business Day an amount equal to the
lesser of (a) the amount that the Demand Note Issuers failed to pay under the
Series 2008-1 Demand Notes (or, the amount that the Trustee failed to demand for
payment thereunder) and (b) the Series 2008-1 Letter of Credit Amount on
such Business Day by presenting to each Series 2008-1 Letter of Credit Provider
a Certificate of Unpaid Demand Note Demand; provided, however, that if the Series
2008-1 Cash Collateral Account has been established and funded, the Trustee
shall withdraw from the Series 2008-1 Cash Collateral Account and deposit in the
Series 2008-1 Distribution Account an amount equal to the lesser of (x) the
Series 2008-1 Cash Collateral Percentage on such Business Day of the amount that
the Demand Note Issuers failed to pay under the Series 2008-1 Demand Notes (or,
the amount that the Trustee failed to demand for payment thereunder) and (y) the
Series 2008-1 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 2008-1 Demand Notes (or, the amount that the
Trustee failed to demand for payment thereunder) on the Series 2008-1 Letters of
Credit.  The Trustee shall deposit, or cause the deposit of, the
proceeds of any draw on the Series 2008-1 Letters of Credit and the proceeds of
any withdrawal from the Series 2008-1 Cash Collateral Account to be deposited in
the Series 2008-1 Distribution Account on such Distribution Date.

    


    (e)           Distribution.  On
each Distribution Date occurring on or after the date a withdrawal is made from
the Series 2008-1 Collection Account pursuant to Section 3.5(a) or amounts are
deposited in the Series 2008-1 Distribution Account pursuant to Section 3.5(c)
and/or (d), 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 2008-1 Distribution Account the amount deposited therein
pursuant to Sec­tion 3.5(a), (c) and/or (d).

    


    
      
        
           


        

        
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    (f)          
 Payment of Funds
from Decreases.  Upon the receipt of funds on account of a
Decrease 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 first to reduce
the Available CP Funding Amount with respect to such Purchaser Group and the
Available APA Bank Funding Amount with respect to such Purchaser Group on such
Business Day and then to reduce the portion of the Purchaser Group Invested
Amount with respect to such Purchaser Group allocated to CP Tranches and
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) and/or (d) 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.

    


    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
2008-1 Reserve Account.

    


    (a)           Establishment of Series
2008-1 Reserve Account.  ABRCF shall establish and maintain in
the name of the Series 2008-1 Agent for the benefit of the Series 2008-1
Noteholders, or cause to be established and maintained, an account (the “Series 2008-1 Reserve
Account”), bearing a designation clearly indicating that the funds
deposited therein are held for the benefit of the Series 2008-1
Noteholders.  The Series 2008-1 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 2008-1 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 & Poors or “Baa2”
by Moody’s, then ABRCF shall, within 30 days of such reduction, establish a new
Series 2008-1 Reserve Account with a new Qualified Institution.  If
the Series 2008-1 Reserve Account is not maintained in accordance with the
pre­vious sentence, ABRCF shall establish a new Series 2008-1 Reserve
Account, within ten (10) Business Days after obtaining knowledge of such fact,
which complies with such sentence, and shall instruct the Series 2008-1 Agent in
writing to transfer all cash and investments from the non-qualifying Series
2008-1 Reserve Account into the new Series 2008-1 Reserve
Account.  Initially, the Series 2008-1 Reserve Account will be
established with The Bank of New York Mellon.

    


    
      
        
           


        

        
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    (b)           Administration of the Series
2008-1 Reserve Account.  The Administrator may instruct the
institution maintaining the Series 2008-1 Reserve Account to invest funds on
deposit in the Series 2008-1 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 2008-1 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
2008-1 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 ABRCF, take such
action as is required to maintain the Trustee’s security interest in the
Permitted Investments credited to the Series 2008-1 Reserve
Account.  ABRCF 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 2008-1 Reserve Account shall remain
uninvested.

    


    (c)           Earnings from Series 2008-1
Reserve Account.  All interest and earnings (net of losses and
investment expenses) paid on funds on deposit in the Series 2008-1 Reserve
Account shall be deemed to be on deposit therein and available for
distribution.

    


    (d)           Series 2008-1 Reserve
Account Constitutes Additional Collateral for Series 2008-1
Notes.  In order to secure and provide for the repayment and
payment of the ABRCF Obligations with respect to the Series 2008-1 Notes, ABRCF
hereby grants a security interest in and assigns, pledges, grants, transfers and
sets over to the Trustee, for the benefit of the Series 2008-1 Noteholders, all
of ABRCF’s right, title and interest in and to the following (whether now or
hereafter existing or acquired):  (i) the Series 2008-1 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 2008-1 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 2008-1 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
2008-1 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 2008-1 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 2008-1 Reserve Account and in all proceeds thereof, and shall be the only
person authorized to originate entitle­ment orders in respect of the Series
2008-1 Reserve Account.  The Series 2008-1 Reserve Account Collateral
shall be under the sole dominion and control of the Trustee for the benefit of
the Series 2008-1 Noteholders.  The Series 2008-1 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 2008-1 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 2008-1 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.

    


    
      
        
           


        

        
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    (e)           Preference Amount
Withdrawals from the Series 2008-1 Reserve Account or the Series 2008-1 Cash
Collateral Account.  If a member of a Purchaser Group notifies
the Trustee in writing of the existence of a Preference Amount, then, subject to
the satisfaction of the conditions set forth in the next succeeding sentence, on
the Business Day on which those conditions are first satisfied, the Trustee
shall withdraw from either (x) prior to the Series 2008-1 Letter of Credit
Termination Date, the Series 2008-1 Reserve Account or (y) on or after the
Series 2008-1 Letter of Credit Termination Date, the Series 2008-1 Cash
Collateral Account and pay to the Funding Agent for such member an amount equal
to such Preference Amount.  Prior to any withdrawal from the Series
2008-1 Reserve Account or the Series 2008-1 Cash Collateral Account pursuant to
this Section 3.7(e), the Trustee shall have received (i) a certified copy
of the order requiring the return of such Preference Amount; (ii) an opinion of
counsel satisfactory to the Trustee that such order is final and not subject to
appeal; and (iii) a release as to any claim against ABRCF by the Purchaser Group
for any amount paid in respect of such Preference Amount.  On the
Business Day after Series 2008-1 Letter of Credit Termination Date, the Trustee
shall transfer the amount on deposit in the Series 2008-1 Reserve Account to the
Series 2008-1 Cash Collateral Account.

    


    (f)           Series 2008-1 Reserve
Account Surplus.  In the event that the Series 2008-1
Reserve Account Surplus on any Distribution Date, after giving effect to all
withdrawals from the Series 2008-1 Reserve Account, is greater than zero, the
Trustee, acting in accordance with the written instructions of the Administrator
pursuant to the Administration Agreement, shall withdraw from the Series 2008-1
Reserve Account an amount equal to the Series 2008-1 Reserve Account Surplus and
shall pay such amount to ABRCF.

    


    (g)          Termination of Series 2008-1
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 2008-1 Noteholders and payable from
the Series 2008-1 Reserve Account as provided herein, shall withdraw from the
Series 2008-1 Reserve Account all amounts on deposit therein for payment to
ABRCF.

    


    
      
        
           


        

        
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    Section
3.8.  Series
2008-1 Letters of Credit and Series 2008-1 Cash Collateral
Account.

    


    (a)           Series 2008-1 Letters of
Credit and Series 2008-1 Cash Collateral Account Constitute Additional
Collateral for Series 2008-1 Notes.  In order to secure and
provide for the repayment and payment of ABRCF’s obligations with respect to the
Series 2008-1 Notes, ABRCF hereby grants a security interest in and assigns,
pledges, grants, transfers and sets over to the Trustee, for the benefit of the
Series 2008-1 Noteholders, all of ABRCF’s right, title and interest in and to
the following (whether now or hereafter existing or acquired): (i) each
Series 2008-1 Letter of Credit; (ii) the Series 2008-1 Cash Collateral
Account, including any security entitle­ment thereto; (iii) all funds
on deposit in the Series 2008-1 Cash Collateral Account from time to time;
(iv) all certificates and instruments, if any, representing or evidencing
any or all of the Series 2008-1 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 2008-1 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 2008-1 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 2008-1 Cash
Collateral Account Collateral”).  The Trustee shall, for the
benefit of the Series 2008-1 Noteholders, possess all right, title and interest
in all funds on deposit from time to time in the Series 2008-1 Cash Collateral
Account and in all
proceeds thereof, and shall be the only person authorized to originate
entitlement orders in respect of the Series
2008-1 Cash Collateral Account.  The Series 2008-1 Cash Collateral
Account shall be under the sole dominion and control of the Trustee for the
benefit of the Series 2008-1 Noteholders.  The Series 2008-1 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 2008-1 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 2008-1 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
2008-1 Letter of Credit Expiration Date.  If prior to the date
which is ten (10) days prior to the then scheduled Series 2008-1 Letter of
Credit Expiration Date with respect to any Series 2008-1 Letter of Credit,
excluding the amount available to be drawn under such Series 2008-1 Letter of
Credit but taking into account each substitute Series 2008-1 Letter of Credit
which has been obtained from a Series 2008-1 Eligible Letter of Credit Provider
and is in full force and effect on such date, the Series 2008-1 Enhancement
Amount would be equal to or more than the Series 2008-1 Required Enhancement
Amount and the Series 2008-1 Liquidity Amount would be equal to or greater than
the Series 2008-1 Required Liquidity Amount, then the Administrator shall notify
the Trustee in writing no later than two Business Days prior to such Series
2008-1 Letter of Credit Expiration Date of such determination.  If
prior to the date which is ten (10) days prior to the then scheduled Series
2008-1 Letter of Credit Expiration Date with respect to any Series 2008-1 Letter
of Credit, excluding the amount available to be drawn under such Series 2008-1
Letter of Credit but taking into account each substitute Series 2008-1 Letter of
Credit which has been obtained from a Series 2008-1 Eligible Letter of Credit
Provider and is in full force and effect on such date, the Series 2008-1
Enhancement Amount would be less than the Series 2008-1 Required Enhancement
Amount or the Series 2008-1 Liquidity Amount would be less than the Series
2008-1 Required Liquidity Amount, then the Administrator shall notify the
Trustee in writing no later than two Business Days prior to such Series 2008-1
Letter of Credit Expiration Date of (x) the greater of (A) the excess, if any,
of the Series 2008-1 Required Enhancement Amount over the Series 2008-1
Enhancement Amount, excluding the available amount under such expiring Series
2008-1 Letter of Credit but taking into account any substitute Series 2008-1
Letter of Credit which has been obtained from a Series 2008-1 Eligible Letter of
Credit Provider and is in full force and effect, on such date, and (B) the
excess, if any, of the Series 2008-1 Required Liquidity Amount over the Series
2008-1 Liquidity Amount, excluding the available amount under such expiring
Series 2008-1 Letter of Credit but taking into account any substitute Series
2008-1 Letter of Credit which has been obtained from a Series 2008-1 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 2008-1 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 2008-1 Letter of Credit by presenting a Certificate of
Termination Demand and shall cause the Termination Disbursement to be deposited
in the Series 2008-1 Cash Collateral Account.

    


    
      
        
           


        

        
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    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
Business Days prior to each Series 2008-1 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 2008-1 Letter of Credit by presenting a
Certificate of Termination Demand and shall cause the Termination Disbursement
to be deposited in the Series 2008-1 Cash Collateral Account.

    


    (c)           Series 2008-1 Letter of
Credit Providers.  The Administrator shall notify the Trustee
in writing within one Business Day of becoming aware that (i) the long-term
senior unsecured debt credit rating of any Series 2008-1 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 credit rating
of any Series 2008-1 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 2008-1 Required
Enhancement Amount over the Series 2008-1 Enhancement Amount, excluding the
available amount under the Series 2008-1 Letter of Credit issued by such Series
2008-1 Letter of Credit Provider, on such date, and (B) the excess, if any, of
the Series 2008-1 Required Liquidity Amount over the Series 2008-1 Liquidity
Amount, excluding the available amount under such Series 2008-1 Letter of
Credit, on such date, and (ii) the amount available to be drawn on such
Series 2008-1 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 2008-1 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 Certificate of Termination Demand and shall cause the Termination
Disbursement to be deposited in the Series 2008-1 Cash Collateral
Account.

    


    
      
        
           


        

        
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    (d)           Draws on the Series 2008-1
Letters of Credit.  If there is more than one Series 2008-1
Letter of Credit on the date of any draw on the Series 2008-1 Letters of Credit
pursuant to the terms of this Supplement, the Administrator shall instruct the
Trustee, in writing, to draw on each Series 2008-1 Letter of Credit in an amount
equal to the LOC Pro Rata Share of the Series 2008-1 Letter of Credit Provider
issuing such Series 2008-1 Letter of Credit of the amount of such draw on the
Series 2008-1 Letters of Credit.

    


    (e)           Establishment of Series
2008-1 Cash Collateral Account.  On or prior to the date of any
drawing under a Series 2008-1 Letter of Credit pursuant to Section 3.8(b)
or (c) above, ABRCF shall establish and maintain in the name of the Trustee for
the benefit of the Series 2008-1 Noteholders, or cause to be estab­lished
and maintained, an account (the “Series 2008-1 Cash
Collateral Account”), bearing a designation clearly indicating that the
funds deposited therein are held for the benefit of the Series 2008-1
Noteholders.  The Series 2008-1 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 2008-1 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 ABRCF shall, within 30 days of such reduction, establish a new
Series 2008-1 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 2008-1 Cash Collateral
Account.  If a new Series 2008-1 Cash Collateral Account is
established, ABRCF shall instruct the Trustee in writing to transfer all cash
and invest­ments from the non-qualifying Series 2008-1 Cash Collateral
Account into the new Series 2008-1 Cash Collateral Account.

    


    (f)           Administration of the Series
2008-1 Cash Collateral Account.  ABRCF may instruct (by
standing instructions or otherwise) the institution maintaining the Series
2008-1 Cash Collateral Account to invest funds on deposit in the Series 2008-1
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 2008-1 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 2008-1 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 ABRCF, take such
action as is required to maintain the Trustee’s security interest in the
Permitted Investments credited to the Series 2008-1 Cash Collateral
Account.  ABRCF 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 the purchase
price of such Permitted Investment.  In the absence of written
investment instructions hereunder, funds on deposit in the Series 2008-1 Cash
Collateral Account shall remain uninvested.

    


    
      
        
           


        

        
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    (g)           Earnings from Series 2008-1
Cash Collateral Account.  All interest and earnings (net of
losses and investment expenses) paid on funds on deposit in the Series 2008-1
Cash Collateral Account shall be deemed to be on deposit therein and available
for distribution.

    


    (h)           Series 2008-1 Cash
Collateral Account Surplus.  In the event that the Series
2008-1 Cash Collateral Account Surplus on any Distribution Date (or, after the
Series 2008-1 Letter of Credit Termination Date, on any date) is greater than
zero, the Trustee, acting in accordance with the written instructions of the
Administrator, shall with­draw from the Series 2008-1 Cash Collateral
Account an amount equal to the Series 2008-1 Cash Collateral Account Surplus and
shall pay such amount:  first, to the Series
2008-1 Letter of Credit Providers to the extent of any unreimbursed drawings
under the related Series 2008-1 Reimbursement Agreement, for application in
accordance with the provisions of the related Series 2008-1 Reimbursement
Agreement, and, second, to ABRCF any
remaining amount.

    


    (i)        
   Termination of Series 2008-1
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 2008-1 Noteholders and payable from the Series
2008-1 Cash Collateral Account as provided herein, shall withdraw from the
Series 2008-1 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
2008-1 Letter of Credit Providers to the extent of any unreimbursed drawings
under the related Series 2008-1 Reimbursement Agreement, for application in
accordance with the provisions of the related Series 2008-1 Reimbursement
Agreement, and, second, to ABRCF any
remaining amount.

    


    (j)        
   Termination Date Demands on
the Series 2008-1 Letters of Credit.  Prior to 10:00 a.m.
(New York City time) on the Business Day immediately succeeding the Series
2008-1 Letter of Credit Termination Date, the Administrator shall determine the
Series 2008-1 Demand Note Payment Amount as of the Series 2008-1 Letter of
Credit Termination Date.  If the Series 2008-1 Demand Note Payment
Amount is greater than zero, then the Administrator shall instruct the Trustee
in writing to draw on the Series 2008-1 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 excess of the Series 2008-1 Demand Note Payment Amount
over the Series 2008-1 Available Reserve Account Amount (prior to giving effect
to any transfer to the Series 2008-1 Cash Collateral Account pursuant to Section
3.7(e) on such date) and (ii) the Series 2008-1 Letter of Credit Liquidity
Amount on the Series 2008-1 Letters of Credit by presenting to each Series
2008-1 Letter of Credit Provider a Certificate of Termination Date Demand; provided, however, that if the
Series 2008-1 Cash Collateral Account has been established and funded, the
Trustee shall draw an amount equal to the product of (a) 100% minus the Series
2008-1 Cash Collateral Percentage and (b) the lesser of the amounts referred to
in clause (i) or (ii) on such Business Day on the Series 2008-1 Letters of
Credit as calculated by the Administrator and provided in writing to the
Trustee.  The Trustee shall cause the Termination Date Disbursement to
be deposited in the Series 2008-1 Cash Collateral Account.

    


    
      
        
           


        

        
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    Section
3.9.  Series
2008-1 Distribution Account.

    


    (a)           Establishment of Series
2008-1 Distribu­tion Account.  The Trustee shall establish
and maintain in the name of the Series 2008-1 Agent for the benefit of the
Series 2008-1 Noteholders, or cause to be established and maintained, an
account (the “Series
2008-1 Distribution Account”), bearing a designa­tion clearly
indicating that the funds deposited therein are held for the benefit of the
Series 2008-1 Noteholders.  The Series 2008-1 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 2008-1 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 ABRCF shall, within 30 days of such reduction, establish
a new Series 2008-1 Distribution Account with a new Qualified
Institu­tion.  If the Series 2008-1 Distribution Account is not
maintained in accordance with the previous sen­tence, ABRCF shall establish
a new Series 2008-1 Distribution Account, within ten (10) Business Days after
obtaining knowledge of such fact, which complies with such sentence, and shall
instruct the Series 2008-1 Agent in writing to transfer all cash and
investments from the non-qualify­ing Series 2008-1 Distribution Account
into the new Series 2008-1 Distribution Account.  Initially, the
Series 2008-1 Distribu­tion Account will be established with The Bank of
New York Mellon.

    


    (b)           Administration of the Series
2008-1 Dis­tribution Account.  The Administrator may
instruct the institution maintaining the Series 2008-1 Distribution Account to
invest funds on deposit in the Series 2008-1 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 2008-1 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 2008-1 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 ABRCF, take such action as is required to maintain the Trustee’s
security interest in the Permitted Investments credited to the Series 2008-1
Distribution Account.  ABRCF 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 2008-1 Distribution
Account shall remain uninvested.

    


    
      
        
           


        

        
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    (c)           Earnings from Series 2008-1
Distribution Account.  All interest and earn­ings (net of
losses and investment expenses) paid on funds on deposit in the Series 2008-1
Distribution Account shall be deemed to be on deposit and available for
distribution.

    


    (d)           Series 2008-1 Distribution
Account Constitutes Additional Collateral for Series 2008-1
Notes.  In order to secure and provide for the repayment and
payment of the ABRCF Obligations with respect to the Series 2008-1 Notes, ABRCF
hereby grants a security interest in and assigns, pledges, grants, transfers and
sets over to the Trustee, for the benefit of the Series 2008-1 Noteholders, all
of ABRCF’s right, title and interest in and to the following (whether now or
hereafter existing or acquired):  (i) the Series 2008-1
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 2008-1
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
2008-1 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 2008-1 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 2008-1 Distribution
Account Collateral”).  The Trustee shall possess all right,
title and interest in all funds on deposit from time to time in the Series
2008-1 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
2008-1 Distribution Account.  The Series 2008-1 Distribution Account
Collateral shall be under the sole dominion and control of the Trustee for the
benefit of the Series 2008-1 Noteholders.  The Series 2008-1 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 2008-1
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 2008-1
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 2008-1 Demand Notes
Constitute Additional Collateral for Series 2008-1 Notes.  In
order to secure and provide for the repayment and payment of the obligations
with respect to the Series 2008-1 Notes, ABRCF hereby grants a security interest
in and assigns, pledges, grants, transfers and sets over to the Trustee, for the
benefit of the Series 2008-1 Noteholders, all of ABRCF’s right, title and
interest in and to the follow­ing (whether now or hereafter existing or
acquired):  (i) the Series 2008-1 Demand Notes; (ii) all
certificates and instruments, if any, representing or evidencing the Series
2008-1 Demand Notes; and (iii) all proceeds of any and all of the
foregoing, including, without limitation, cash.  On the date hereof,
ABRCF shall deliver to the Trustee, for the benefit of the Series 2008-1
Noteholders, each Series 2008-1 Demand Note, endorsed in blank.  The
Trustee, for the benefit of the Series 2008-1 Noteholders, shall be the only
Person authorized to make a demand for payments on the Series 2008-1 Demand
Notes.

    


    
      
        
           


        

        
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    Section
3.11.    Series 2008-1 Interest Rate
Caps.  (a)  On the Series 2008-1 Closing Date, ABRCF
shall acquire one or more interest rate caps (each a “Series 2008-1 Interest Rate
Cap”) from a Qualified Interest Rate Cap Counterparty.  On the
Series 2008-1 Closing Date, the aggregate notional amount of all Series 2008-1
Interest Rate Caps shall equal the Series 2008-1 Maximum Invested Amount, and
the aggregate notional amount of all Series 2008-1 Interest Rate Caps may be
reduced pursuant to the related Series 2008-1 Interest Rate Cap to the extent
that the Series 2008-1 Maximum Invested Amount is reduced after the Series
2008-1 Closing Date.  ABRCF shall acquire one or more additional
Series 2008-1 Interest Rate Caps in connection with any increase of the Series
2008-1 Maximum Invested Amount such that the aggregate notional amounts of all
Series 2008-1 Interest Rate Caps shall equal the Series 2008-1 Maximum Invested
Amount after giving effect to such increase.  The strike rate of each
Series 2008-1 Interest Rate Cap shall not be greater than 5.0%.  Each
Series 2008-1 Interest Rate Cap shall have a term that shall extend to at least
the Series 2008-1 Termination Date.

    


    (b)           If,
at any time, an Interest Rate Cap Counterparty is not a Qualified Interest Rate
Cap Counterparty, then ABRCF shall cause the Interest Rate Cap Counterparty
within 30 days following such occurrence, at the Interest Rate Cap
Counterparty’s expense, to do one of the following (the choice of such action to
be determined by the Interest Rate Cap Counterparty) (i) obtain a replacement
interest rate cap on the same terms as the Series 2008-1 Interest Rate Cap from
a Qualified Interest Rate Cap Counterparty and simultaneously with such
replacement ABRCF shall terminate the Series 2008-1 Interest Rate Cap being
replaced, (ii) obtain a guaranty from, or contingent agreement of, another
person who qualifies as a Qualified Interest Rate Cap Counterparty to honor the
Interest Rate Cap Counterparty’s obligations under the Series 2008-1 Interest
Rate Cap in form and substance satisfactory to the Administrative Agent or (iii)
post and maintain collateral satisfactory to the Administrative Agent; provided that no
termination of the Series 2008-1 Interest Rate Cap shall occur until ABRCF has
entered into a replacement Interest Rate Cap.  Each Series 2008-1
Interest Rate Cap must provide that if the Interest Rate Cap Counterparty is
required to take any of the actions described in clauses (i), (ii) or (iii) of
the preceding sentence and such action is not taken within 30 days, then the
Interest Rate Cap Counterparty must, until a replacement Series 2008-1 Interest
Rate Cap is executed and in effect, collateralize its obligations under such
Series 2008-1 Interest Rate Cap in an amount equal to the greatest of (i) the
marked to market value of such Series 2008-1 Interest Rate Cap, (ii) the next
payment due from the Interest Rate Cap Counterparty and (iii) 1% of the notional
amount of such Series 2008-1 Interest Rate Cap.

    


    (c)           To
secure payment of all obligations to the Series 2008-1 Noteholders, ABRCF grants
a security interest in, and assigns, pledges, grants, transfers and sets over to
the Trustee, for the benefit of the Series 2008-1 Noteholders, all of ABRCF’s
right, title and interest in the Series 2008-1 Interest Rate Caps and all
proceeds thereof (the “Series 2008-1 Interest Rate
Cap Collateral”).  ABRCF shall require all Series 2008-1
Interest Rate Cap Proceeds to be paid to, and the Trustee shall allocate all
Series 2008-1 Interest Rate Cap Proceeds to, the Series 2008-1 Accrued Interest
Account of the Series 2008-1 Collection Account.

    


    
      
        
           


        

        
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    Section
3.12.  Payments to Funding Agents
or Purchaser Groups.  Notwithstanding anything to the contrary
herein or in the Base Indenture, amounts distributable by ABRCF, 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).

    


    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 2008-1 Notes and collectively shall constitute the Amortization
Events set forth in Section 9.1(n) of the Base Indenture with respect to the
Series 2008-1 Notes (without notice or other action on the part of the Trustee
or any holders of the Series 2008-1 Notes):

    


    (a)           a
Series 2008-1 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 2008-1 Enhancement Deficiency shall have been
cured in accordance with the terms and condi­tions of the Indenture and the
Related Documents;

    


    (b)           either
the Series 2008-1 Liquidity Amount shall be less than the Series 2008-1
Re­quired Liquidity Amount or the Series 2008-1 Available Reserve Account
Amount shall be less than the Series 2008-1 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;

    


    (c)           an
AESOP I Operating Lease Vehicle Deficiency shall occur and continue for at least
two (2) Business Days;

    


    (d)           the
Collection Account, the Series 2008-1 Collection Account, the Series 2008-1
Excess Collection Account or the Series 2008-1 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 2008-1 Notes is not paid on the Series
2008-1 Expected Final Distribution Date;

    


    (f)         
  any Series 2008-1 Letter of Credit shall not be in full force and
effect for at least two (2) Business Days and (x) either a Series 2008-1
Enhancement Deficiency would result from excluding such Series 2008-1 Letter of
Credit from the Series 2008-1 Enhancement Amount or (y) the Series 2008-1
Liquidity Amount, excluding therefrom the available amount under such Series
2008-1 Letter of Credit, would be less than the Series 2008-1 Required Liquidity
Amount;

    


    
      
        
           


        

        
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    (g)           from
and after the funding of the Series 2008-1 Cash Collateral Account, the Series
2008-1 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 2008-1 Enhancement
Deficiency would result from excluding the Series 2008-1 Available Cash
Collateral Account Amount from the Series 2008-1 Enhancement Amount or (y) the
Series 2008-1 Liquidity Amount, excluding therefrom the Series 2008-1 Available
Cash Collateral Amount, would be less than the Series 2008-1 Required Liquidity
Amount;

    


    (h)           an
Event of Bankruptcy shall have occurred with respect to any Series 2008-1 Letter
of Credit Provider or any Series 2008-1 Letter of Credit Provider
repudi­ates its Series 2008-1 Letter of Credit or refuses to honor a proper
draw thereon and either (x) a Series 2008-1 Enhancement Deficiency would result
from excluding such Series 2008-1 Letter of Credit from the Series 2008-1
Enhancement Amount or (y) the Series 2008-1 Liquidity Amount, excluding
therefrom the available amount under such Series 2008-1 Letter of Credit, would
be less than the Series 2008-1 Required Liquidity Amount;

    


    (i)       
    the occurrence of an Event of Bankruptcy with respect to
ABG or any Permitted Sublessee;

    


    (j)       
    a Change in Control shall have occurred;

    


    (k)           ABRCF
shall fail to acquire or maintain in force Series 2008-1 Interest Rate Caps at
the times and in the notional amounts required by the terms of Section 3.11;
and

    


    (l)      
     the occurrence and continuation of an “event of
default” under the Credit Agreement or any Replacement Credit Agreement, without
giving effect to any waiver of any such event of default that is not approved in
writing by the Requisite Noteholders and provided that, for purposes of this
Supplement, the event of default set forth in Section 8(e) of the Credit
Agreement shall survive the termination of the Credit Agreement;
and

    


    (m)          (i)
the Consolidated Leverage Ratio as at the last day of any period of four
consecutive fiscal quarters of ABCR ending with any fiscal quarter set forth
below (commencing with the fiscal quarter ending June 30, 2010) shall exceed the
ratio set forth below opposite such fiscal quarter:

     

    
      	
              Fiscal Quarter ending

            	 	
              Consolidated

              Leverage Ratio

            
	 
      	 	 
      
	
              June
      30, 2010

            	 	
              5.25
      to 1.00

            
	 
      	 	 
      
	
              June
      30, 2011 and thereafter

            	 	
              4.75
      to 1.00

            


    

    


    
      
        
           


        

        
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    or (ii)
the Consolidated EBITDA as at the last day of any period of four consecutive
fiscal quarters of ABCR ending with any fiscal quarter set forth below
(commencing with the fiscal quarter ending December 31, 2008), shall be less
than the amount set forth below opposite such fiscal quarter:

    


    
      	
              Fiscal Quarter ending

            	 	
              Consolidated EBITDA

            
	 
      	 	 
      
	
              December
      31, 2008

            	 	
              $160,000,000

            
	 
      	 	 
      
	
              March
      31, 2009

            	 	
              $135,000,000

            
	 
      	 	 
      
	
              June
      30, 2009

            	 	
              $95,000,000

            
	 
      	 	 
      
	
              September
      30, 2009

            	 	
              $80,000,000

            
	 
      	 	 
      
	
              December
      31, 2009

            	 	
              $155,000,000

            
	 
      	 	 
      
	
              March
      31, 2010

              and
      thereafter

            	 	
              $175,000,000

            


    

    


    In the
case of any event described in clause (j), (k), (l) or (m) above, an
Amortization Event shall have occurred with respect to the Series 2008-1 Notes
only if either the Trustee or the Requisite Noteholders declare that an
Amortization Event has occurred.  In the case of an event described in
clause (a), (b), (c), (d), (e), (f), (g), (h) or (i) an Amortization Event with
respect to the Series 2008-1 Notes shall have occurred without any notice or
other action on the part of the Trustee or any Series 2008-1 Noteholders,
immediately upon the occurrence of such event.  Amortization Events
with respect to the Series 2008-1 Notes described in clause (a), (b), (c), (d),
(e), (f), (g), (h) or (i) may be waived with the written consent of the
Purchaser Groups having Commitment Percentages aggregating
100%.  Amortization Events with respect to the Series 2008-1 Notes
described in clause (j), (k), (l) or (m) above may be waived in accordance with
Section 9.5 of the Base Indenture.

    


    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 ABRCF that
the Les­sees, the Borrowers and ABRCF have determined to in­crease any
Series 2008-1 Maximum Amount or the percentage set forth in clause (y) of any of
paragraphs (ii), (iii), (iv), (v), (vi) or (vii) of the definition of Series
2008-1 Incremental Enhancement Amount, (such notice, a “Waiver Request”),
each Series 2008-1 Note­holder may, at its option, waive any Series 2008-1
Maximum Amount or any increase in the Series 2008-1 Required Enhancement Amount
based upon clause (y) of any of paragraphs (ii), (iii), (iv), (v), (vi) or (vii)
of the definition of the Series 2008-1 Incremental Enhancement Amount
(collectively, a “Waivable Amount”) if
(i) no Amortization Event exists, (ii) the Requisite Noteholders consent to such
waiver and (iii) 60 days’ prior written notice of such proposed waiver is
provided to the Rating Agencies and Standard & Poor’s by the
Trustee.

    


    
      
        
           


        

        
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    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 2008-1 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
2008-1 Collection Account for ratable distribution as described
below.

    


    Within
ten (10) Business Days after the Trustee receives a Waiver Request, the Trustee
shall furnish notice thereof to the Administrative Agent, which notice shall be
accompanied by a form of consent (each a “Consent”) in the form
of Exhibit C hereto
by which the Series 2008-1 Noteholders 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 Consents from the Requisite Noteholders agreeing to
waiver of the applicable Waivable Amount within forty-five (45) days after the
Trustee notifies the Administrative Agent of a Waiver Request (the day on which
such forty-five (45) day period expires, the “Consent Period Expiration
Date”), (i) the applicable Waivable Amount shall be deemed waived by the
consenting Series 2008-1 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 days) provide the Rating Agencies 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 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

    


    
      
        
           


        

        
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    (ii)           any
remaining Designated Amounts to the Series 2008-1 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 2008-1 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 2008-1
Collection Account and deposit the same in the Series 2008-1 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 2008-1
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 2008-1 Excess Collection
Account.

    


    If the
Requisite Noteholders do not timely consent to such waiver, the Desig­nated
Amounts will be re-allocated to the Series 2008-1 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 2008-1 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 2008-1
Noteholders.

    


    ARTICLE
VI

    


    CONDITIONS
PRECEDENT

    


    Section
6.1.  Conditions Precedent to
Effectiveness of Original Series 2008-1 Supplement.  The
Original Series 2008-1 Supplement became effective on the date (the “Effective Date”) on
which all of the following conditions precedent were satisfied:

    


    (a)           Documents.  The
Administrative Agent 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
ABRCF and the Trustee, (ii) the Original Series 2008-1 Supplement, executed by a
duly authorized officer of each of ABRCF, 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 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 ABRCF, 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, J.P. Morgan Trust Company, N.A., JPMorgan Chase Bank, N.A., AESOP
Leasing, ARAC, BRAC and ABCR; (ix) the Administration Agreement, executed by a
duly authorized officer of each of ABCR, AESOP Leasing, AESOP Leasing II, ABRCF,
ARAC, BRAC and the Trustee; (x) each Series 2008-1 Letter of Credit, if any,
executed by a duly authorized officer of the applicable Series 2008-1 Letter of
Credit Provider; and (xi) each Series 2008-1 Interest Rate Cap, executed by a
duly authorized officer of ABRCF and the applicable Interest Rate Cap
Counterparty.

    


    
      
        
           


        

        
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    (b)           Corporate Documents;
Proceedings of ABRCF, the Administrator, the Permitted Nominees, AESOP Leasing,
AESOP Leasing II, Original AESOP, ARAC and BRAC.  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 ABRCF, the Administrator, the Permitted Nominees, AESOP
Leasing, AESOP Leasing II, Original AESOP, ARAC, ABCR 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 2008-1 Closing Date and at all times since a date prior to the date of
the resolutions described in clause (B) below, (B) that, to the extent
applicable, 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 the Original Series 2008-1 Supplement
and the Series 2008-1 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 the Original Series 2008-1 Supplement and any
Series 2008-1 Documents or any other document delivered in connection herewith
or therewith on behalf of such Person; and

    


    
      
        
           


        

        
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    (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
ABRCF, the Administrator, AESOP Leasing, AESOP Leasing II, Original AESOP, each
of the Permitted Nominees, each of the Lessees, each of the Permitted Sublessees
and the Intermediary contained in each of the Related Documents shall be true
and correct as of the Series 2008-1 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 2008-1 Notes or any other Series of Notes shall
exist and no AESOP I Operating Lease Vehicle Deficiency shall
exist.

    


    (e)           Lien
Searches.  The Administrative Agent shall have received a
written search report listing all effective financing statements that name
ABRCF, 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, 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 shall have received
evidence reasonably satisfactory to it that the Series 2008-1 Collection
Account, the Series 2008-1 Reserve Account and the Series 2008-1 Distribution
Account shall have been established in accordance with the terms and provisions
of the Indenture.

    


    
      
        
           


        

        
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    (i)          
 Opinion.  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 such CP Conduit Purchaser, an opinion of counsel to the
Trustee as to the due authorization, execution and delivery by the Trustee of
the Original Series 2008-1 Supplement and the due execution, authentication and
delivery by the Trustee of the Series 2008-1 Notes.

    


    (j)          
 Rating
Letters.  Each Funding Agent shall have received (x) a copy of
a letter, in form and substance satisfactory to such Funding Agent, from each of
(i) Moody’s stating that the long-term rating of “A2” has been assigned by
Moody’s to the Series 2008-1 Notes and (ii) Standard & Poor’s stating that
the long-term rating of “A” has been assigned by Standard & Poor’s to the
Series 2008-1 Notes and (y) a letter, in 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 Series 2008-1 Notes.

    


    (k)           UCC
Filings.  The Administrative Agent 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 2008-1 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.

    


    (l)          
 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 and its
counsel.

    


    Section
6.2.  Conditions Precedent to
Effectiveness of Supplement.  This Supplement shall become
effective on the date (the “A&R Effective
Date”) on which the following conditions precedent have been
satisfied:

    


    (a)           Documents.  The
Administrative Agent 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 Disposition Agent Agreement, dated as of July 23, 2009, executed by
a duly authorized officer of each of ABCR, ABRCF, AESOP Leasing, AESOP Leasing
II, ARAC, BRAC, Lord Securities Corporation, Fiserv Automotive Solutions, Inc.
and the Trustee; (ii) the Back-Up Administration Agreement, dated as of July 23,
2009, executed by a duly authorized officer of each of ABCR, ABRCF, AESOP
Leasing, AESOP Leasing II, ARAC, BRAC, the Intermediary, Lord Securities
Corporation and the Trustee; (iii) each Series 2008-1 Letter of Credit in effect
on the A&R Effective Date, if any, executed by a duly authorized officer of
the applicable Series 2008-1 Letter of Credit Provider; and (iv) each Series
2008-1 Interest Rate Cap in effect on the A&R Effective Date, executed by a
duly authorized officer of ABRCF and the applicable Interest Rate Cap
Counterparty satisfying the requirements of Section 3.11(a).

    


    
      
        
           


        

        
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    (b)           Corporate Documents;
Proceedings of ABRCF, the Administrator, the Permitted Nominees, AESOP Leasing,
AESOP Leasing II, Original AESOP, ARAC and BRAC.  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 ABRCF, the Administrator, the Permitted Nominees, AESOP
Leasing, AESOP Leasing II, Original AESOP, ARAC, ABCR 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 2008-1 Closing Date and at all times since a date prior to the date of
the resolutions described in clause (B) below, (B) that, to the extent
applicable, 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 Series 2008-1
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 any Series 2008-1 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 any certificate pursuant to
clause (ii) above that requires the certification set forth in clause (ii)(D)
above.

    


    (c)           Representations and
Warranties.  All representations and warranties of each of
ABRCF, ABCR, AESOP Leasing, AESOP Leasing II, Original AESOP, each of the
Permitted Nominees, each of the Lessees, each of the Permitted Sublessees and
the Intermediary contained in each of the Related Documents shall be true and
correct as of the Series 2008-1 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 2008-1 Notes or any other Series of Notes shall
exist and no AESOP I Operating Lease Vehicle Deficiency shall
exist.

    


    
      
        
           


        

        
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    (e)           Fees and
Expenses.  Each Funding Agent with respect to a CP Conduit
Purchaser and the Administrative Agent 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 or the
Administrative Agent, as applicable, on or before the A&R Effective
Date.

    


    (f)       
    Rating
Letters.  Each Funding Agent shall have received (x) a copy of
a letter, in form and substance satisfactory to such Funding Agent, from Moody’s
stating that the long-term rating of “Aa2” has been assigned by Moody’s to the
Series 2008-1 Notes (y) a copy of a letter, in form and substance satisfactory
to such Funding Agent, from each of Moody’s and Standard & Poor’s stating
that the issuance of the amendment and restatement of the Original Series 2008-1
Supplement by this Supplement will not result in a reduction or withdrawal of
the rating (in effect immediately before the effectiveness of this Supplement)
of any outstanding Series of Notes with respect to which it is a Rating Agency
and (z) a letter, in 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 the effectiveness of this Supplement
(and any fees of the Rating Agencies in connection with the delivery of such
letters shall have been paid by or on behalf of ABRCF); provided that each of
the CP Conduit Purchasers, the APA Banks and the Funding Agents expressly
acknowledges that, as of the A&R Effective Date, the Series 2008-1 Notes are
no longer rated by Standard & Poor’s and thus Standard & Poor’s is not a
Rating Agency with respect to the Series 2008-1 Notes.

    


    (g)           Certificates and
Opinions.  All certificates and opinions of counsel required
under the Base Indenture or reasonably requested by the Series 2008-1
Noteholders shall have been delivered to the Trustee and to the Series 2008-1
Noteholders, as applicable.

    


    (h)           Series 2008-1
Notes.  ABRCF shall have issued and directed the Trustee to
authenticate, and the Trustee shall have authenticated, a Series 2008-1 Note in
the name of each Funding Agent with respect to each Purchaser Group in an amount
equal to the Maximum Purchaser Group Invested Amount with respect to such
Purchaser Group (after giving effect to the effectiveness of this Supplement),
and shall have delivered such Series 2008-1 Note to such Funding
Agent.

    


    ARTICLE
VII

    


    CHANGE
IN CIRCUMSTANCES

    


    Section
7.1.  Increased
Costs.  i)  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

    


    
      
        
           


        

        
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    (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 ABRCF 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, ABRCF 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 ABRCF (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
ABRCF pursuant to this Section 7.1 shall be made solely from funds available in
the Series 2008-1 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 ABRCF 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 ABRCF
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 ABRCF 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.  ii)  Any
and all payments by or on account of any obligation of ABRCF here­under
shall be made free and clear of and without deduction for any Indemnified Taxes
or Other Taxes; provided that if
ABRCF 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) ABRCF shall make such deduc­tions and
(iii) ABRCF shall pay the full amount deducted to the relevant Governmental
Authority in accordance with applicable law.

    


    
      
        
           


        

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

    


    (c)           ABRCF
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 ABRCF 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 ABRCF 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 ABRCF pursuant to this Section 7.2 shall
be made solely from funds available in the Series 2008-1 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 ABRCF 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.

    


    (d)           As
soon as practicable after any payment of Indemnified Taxes or Other Taxes by
ABRCF to a Governmental Authority, ABRCF 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 ABRCF
(with a copy to the Administrative Agent) such properly completed and executed
documentation prescribed by applicable law and reason­ably requested by
ABRCF 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)
thirty (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.

    


    
      
        
           


        

        
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    (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 ABRCF 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 ABRCF
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 ABRCF 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 ABRCF and
the Administrative Agent two (2) duly completed copies of IRS Form W-8BEN,
W-8ECI 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 2008-1 Notes
and this Supplement;

    


    (ii)           deliver
to ABRCF 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 2008-1 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 ABRCF; and

    


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

    


    unless,
in any such case, any change in treaty, law or regulation has occurred after the
Series 2008-1 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 ABRCF and the Administrative
Agent.

    


    
      
        
           


        

        
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    (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 W-8BEN,
W-8ECI 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.  ABRCF 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
ABRCF to accept any Increase after ABRCF has given irrevocable notice requesting
the same in accordance with the provisions of this Supplement, (b) the
conversion into or continuation of a CP Tranche or a Eurodollar Tranche that
occurs other than on the last day of the applicable CP Rate Period or Eurodollar
Period, (c) default by ABRCF in making any prepay­ment in connection with a
Decrease after ABRCF has given irrevocable notice thereof in accordance with the
provisions of Section 2.5 or (d) the mak­ing of a prepayment of a CP Tranche
or a Eurodollar Tranche (including, without limitation, any Decrease) prior to
the termination of the CP Rate Period for such CP Tranche or the Eurodollar
Period for such Eurodollar Tranche, as the case may be, 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 CP Tranche or 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 CP Rate Period or the Eurodollar Period (or in the case of a
failure to borrow, convert or continue, the CP Rate Period or 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 Pooled Funding CP Conduit
Purchaser, the losses and expenses incurred by such Pooled Funding CP Conduit
Purchaser in connection with the liquidation or reemployment of deposits or
other funds acquired by such Pooled Funding 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 ABRCF
pursuant to this subsection shall be made solely from funds available in the
Series 2008-1 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 ABRCF 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 ABRCF shall be conclusive absent manifest
error.

    


    
      
        
           


        

        
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    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 ABRCF and the Trustee, whereupon until the Administrative Agent notifies
ABRCF and the Trustee that the circumstances giving rise to such notice no
longer exist, the Available APA Bank Funding 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 not be allocated to any
Eurodollar Tranche.

    


    Section
7.5.  Mitigation
Obligations.  If an Affected Party requests compensation under
Section 7.1, or if ABRCF 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 ABRCF, 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.  ABRCF 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 ABRCF and the
Administrator.  (a)  ABRCF and the Administrator each
hereby represents and warrants to the Trustee, the Administrative Agent, 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 2008-1 Closing Date and
true and correct in all material respects (other than any such representation or
warranty that is qualified by materiality, which shall be true and correct) as
of the date of each Increase; and

    


    
      
        
           


        

        
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    (ii)           as
of the Series 2008-1 Closing Date, they have not engaged, in connection with the
offering of the Series 2008-1 Notes, in any form of general solicitation or
general advertising within the meaning of Rule 502(c) under the Securities
Act.

    


    (b)           ABRCF
hereby represents and warrants to the Trustee, the Administrative Agent, each
Funding Agent, each CP Conduit Purchaser and each APA Bank that each of the
Series 2008-1 Notes has been duly authorized and executed by ABRCF 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 ABRCF 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 ABRCF and the
Administrator.  ABRCF and the Administrator hereby agree, 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 2008-1 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 ABRCF’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 ABRCF 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, ABRCF, 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 simultaneously with delivery to the
Trustee copies of information furnished to the Trustee or ABRCF pursuant to the
Related Documents as such information relates to all Series of Notes generally
or specifically to the Series 2008-1 Notes or the Series 2008-1
Collateral.  The Administrative Agent shall distribute to the Funding
Agents copies of all information delivered to it pursuant to this Section
8.2(d);

    


    
      
        
           


        

        
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    (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;

    


    (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;

    


    (g)           they
shall not permit the aggregate Capitalized Cost for all Vehicles purchased in
any model year that are not subject to a Manufacturer Program to exceed 85% of
the aggregate MSRP (Manufacturer Suggested Retail Price) of all such Vehicles;
provided, however, that they
shall not modify the customary buying patterns or purchasing criteria used
by the Administrator and its Affiliates with respect to the Vehicles if the
primary purpose of such modification is to comply with this
covenant;

    


    (h)           with
respect to any Replacement Credit Agreement, they will provide notice of such
Replacement Credit Agreement, together with a copy of the proposed Replacement
Credit Agreement, to Moody’s and Standard & Poor’s no less than ten (10)
days prior to the anticipated effective date for such Replacement Credit
Agreement;

    


    (i)           
they shall provide to the  Administrative Agent and each Funding
Agent, on each Determination Date, a calculation of the Series 2008-1 Standard
& Poor’s Enhancement Percentage, the Series 2008-1 Incremental Enhancement
Amount, the Standard & Poor’s Excluded Receivable Amount, the Series 2008-1
Standard & Poor’s Enhancement Amount, the AESOP II Standard & Poor’s
Excluded Receivable Amount and the Series 2008-1 Standard & Poor’s
Additional Enhancement Amount, in each case, as of the last day of the Related
Month with respect to such Determination Date; and

    


    (j)         
  they shall provide the Administrative Agent with ten days’ prior
notice of any appointment of an Independent Manager in accordance with the ABRCF
Limited Liability Company Agreement; provided that if such
appointment is to fill a vacancy, such notice shall only be required to be given
as promptly as possible.

    


    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.

    


    
      
        
           


        

        
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    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 ABRCF, the Lessors, the Lessees, the
Permitted Sublessees, the Intermediary, the Administrator 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 ABRCF, the Lessors, the
Lessees, the Permitted Sublessees, the Intermediary 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 ABRCF, the Lessors, the Lessees, the Permitted Sublessees, the
Intermediary 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 ABRCF 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
2008-1 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 2008-1 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.

    


    
      
        
           


        

        
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    Section
9.5.  Notice
of Administrator Default or Amortization Event or Potential Amortization
Event.  The Administrative Agent shall not be deemed to have
knowledge or notice of the occurrence of any Amortization Event or Potential
Amortization Event or any Administrator Default unless the Administrative Agent
has received written notice from a CP Conduit Purchaser, an APA Bank, a Funding
Agent, ABRCF or the Administrator referring to the Indenture or this Supplement,
describing such Amortization Event or Potential Amortization Event, or
Adminis­tra­tor Default and stating that such notice is a “notice of an
Amortization Event or Potential Amortization Event” or “notice of an
Administrator 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, ABRCF 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.

    


    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 ABRCF, the Lessors,
the Lessees, the Permitted Sublessees, the Intermediary 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
ABRCF, the Lessors, the Lessees, the Permitted Sublessees, the Intermediary 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 ABRCF, the Lessors, the Lessees, the Permitted
Sublessees, the Intermediary 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 ABRCF, the Lessors, the Lessees,
the Permitted Sublessees, the Intermediary 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.

    


    
      
        
           


        

        
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    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 ABRCF and
the Administrator and without limiting the obligation of ABRCF and the
Administrator to do so), ratably according to their respective Commitment
Percentages (or, if indemnification is sought after the date upon which the
Commitments shall have terminated, ratably in accordance with their respective
Purchaser Group Invested Amounts) 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 Commitments shall have terminated and the Purchaser Group
Invested Amounts shall have been reduced to zero, ratably in accordance with
their Commitment Percentages immediately prior to their termination) 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 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 ABRCF, the Administrator or
any of their Affiliates as though the Administrative Agent were not the
Administrative Agent hereunder.  With respect to any Series 2008-1
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, ABRCF and the
Administrator.  If JPMorgan Chase 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 ABRCF 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
prior to the effective date of the resignation of the Administrative Agent, the
retiring Administrative Agent may appoint, after consulting with the Funding
Agents, the Administrator and ABRCF, a successor Administrative Agent from among
the Funding Agents.  If no successor Administrative Agent has accepted
appointment by the date which is thirty (30) 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.

    


    
      
        
           


        

        
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    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 ABRCF,
the Lessors, the Lessees, the Permitted Sublessees, the Intermediary, 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 ABRCF, the Lessors, the Lessees, the Permitted
Sublessees, the Intermediary, 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 ABRCF, the Lessors, the Lessees, the Permitted Sublessees, the
Intermediary, the Administrative Agent, or the Administrator.

    


    
      
        
           


        

        
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    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 ABRCF 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 or any Administrator Default unless such Funding Agent has
received written notice from a CP Conduit Purchaser, an APA Bank, ABRCF, the
Administrative Agent or the Administrator referring to the Indenture or this
Supplement, describing such Amortization Event or Potential Amortization Event,
or Adminis­tra­tor Default and stating that such notice is a “notice of
an Amortization Event or Potential Amortization Event” or “notice of an
Administrator 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.

    


    
      
        
           


        

        
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    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
ABRCF, the Lessors, the Lessees, the Permitted Sublessees, the Intermediary, 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 ABRCF, the Lessors, the Lessees,
the Permitted Sublessees, the Intermediary, 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 ABRCF, the Lessors, the Lessees, the
Permitted Sublessees, the Intermediary, 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 ABRCF and the
Administrator and without limiting the obligation of ABRCF 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 Commitments shall have
been terminated, ratably in accordance with its APA Bank Percentage at the time
of termination) 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 shall survive the payment of all amounts payable
hereunder.

    


    
      
        
           


        

        
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    ARTICLE
XI

    


    GENERAL

    


    Section
11.1.  Successors and
Assigns.  iii)  This Supplement shall be binding upon
and inure to the benefit of the parties hereto and their respective successors
and assigns, except that ABRCF may not assign or transfer any of its rights
under this Supplement without the prior written consent of all of the Series
2008-1 Noteholders, 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.

    


    (b)           Without
limiting the foregoing, 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, ABRCF, 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.  No assignment by any CP Conduit Purchaser to a
Conduit Assignee of the Purchaser Group Invested Amount with respect to such CP
Conduit Purchaser shall in any way diminish the obli­gations of the APA Bank
with respect to such CP Conduit Purchaser under Section 2.3 to fund any
Increase.

    


    
      
        
           


        

        
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    (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 2008-1 Notes, with the prior written
consent of the Administrative Agent, ABRCF 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,
ABRCF 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 2008-1 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) ABRCF 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 2008-1 Notes, with the prior written
consent of the Administrative Agent, ABRCF 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, ABRCF and the Administrator and
delivered to the Administrative Agent.

    


    
      
        
           


        

        
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    (f)           ABRCF
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 ABRCF, the Collateral, the Administrator and the Related
Documents which has been delivered to such APA Bank by ABRCF or the
Administrator in connection with such APA Bank’s credit evaluation of ABRCF, the
Collateral and the Administrator.

    


    Section
11.2.  Securities
Law.  Each CP Conduit Purchaser and APA Bank hereby represents
and warrants to ABRCF 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 2008-1 Note.  Each CP Conduit
Purchaser and APA Bank agrees that its Series 2008-1 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 2008-1 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 ABRCF to register its Series
2008-1 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
2008-1 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.  iv)  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 2008-1 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.  ABRCF 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.

    


    
      
        
           


        

        
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    (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 ABRCF, any such notice being expressly waived by ABRCF to the extent
permitted by applicable law, upon any amount becom­ing due and payable by
ABRCF hereunder or under the Series 2008-1 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 ABRCF.  Each CP Conduit
Purchaser and APA Bank agrees promptly to notify ABRCF, the Administrator 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.

    


    Section
11.4.  No
Bankruptcy Petition.  v)  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, ABRCF any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings, or other
similar proceedings under any federal or state bankruptcy or similar
law.

    


    (b)           ABRCF,
the Trustee, the Administrative Agent, the Administrator, each CP Conduit
Purchaser, 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.  vi)  Notwithstanding anything to the
contrary contained herein, any obligations of each CP Conduit Purchaser
hereunder to any party hereto are solely the corporate or limited liability
company 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.

    


    
      
        
           


        

        
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    (b)           No
recourse under any obligation, covenant or agreement of any CP Conduit Purchaser
contained herein shall be had against any incorporator, stockholder, member,
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
or limited liability company obligation of such CP Conduit Purchaser
individually, and that no personal liability whatever shall attach to or be
incurred by any incorporator, stockholder, member, 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, member, 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.  ABRCF 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 ABRCF, 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
ABRCF pursuant to this Section 11.6 shall be made solely from funds available in
the Series 2008-1 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 ABRCF 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 Base
Indenture.

    


    
      	
              Exhibit A:

            	 	
              Form
      of Variable Funding Note

            
	
              Exhibit B:

            	 	
              Form
      of Increase Notice

            
	
              Exhibit C:

            	 	
              Form
      of Consent

            
	
              Exhibit D:

            	 	
              Form
      of Series 2008-1 Demand Note

            
	
              Exhibit E:

            	 	
              Form
      of Series 2008-1 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

            


    

    


    
      
        
           


        

        
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    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 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;
provided, further, that any
amendment that would materially and adversely affect any Series 2008-1
Noteholder shall also require that Standard & Poor’s has confirmed that such
amendment shall not result in a withdrawal or downgrade of the rating of the
Commercial Paper issued by any CP Conduit Purchaser whose Commercial Paper is
rated by Standard & Poor’s at the time of such amendment.

    


    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 2008-1
Notes without the consent of the Requisite Noteholders.

    


    Section
11.13.  Capitalization of
ABRCF.  ABRCF agrees that on the Series 2008-1 Closing Date and
on the date of any increase in the Series 2008-1 Maximum Invested Amount it will
have capitali­zation in an amount equal to or greater than 3% of the sum of
(x) the Series 2008-1 Maximum Invested Amount and (y) the invested amount of
each other Series of Notes outstanding on such date.

    


    Section
11.14.  Series 2008-1 Demand
Notes.  Other than pursuant to a demand thereon pursuant to
Section 3.5, ABRCF shall not reduce the amount of the Series 2008-1 Demand
Notes or forgive amounts payable thereunder so that the outstanding principal
amount of the Series 2008-1 Demand Notes after such reduction or forgiveness is
less than the Series 2008-1 Letter of Credit Liquidity Amount.  ABRCF
shall not agree to any amend­ment of the Series 2008-1 Demand Notes without
the consent of the Requisite Noteholders and without first satisfying the Rating
Agency Confirmation Condition and the Rating Agency Consent
Condition.

    


    
      
        
           


        

        
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    Section
11.15.  Termination of
Supplement.  This Supplement shall cease to be of further
effect when all outstanding Series 2008-1 Notes theretofore authenticated and
issued have been delivered (other than destroyed, lost, or stolen Series 2008-1
Notes which have been replaced or paid) to the Trustee for cancellation and
ABRCF has paid all sums payable hereunder and, if the Series 2008-1 Demand Note
Payment Amount on the Series 2008-1 Letter of Credit Termination Date was
greater than zero, the Series 2008-1 Cash Collateral Account Surplus shall equal
zero, the Demand Note Preference Payment Amount shall have been reduced to zero
and all amounts have been withdrawn from the Series 2008-1 Cash Collateral
Account in accordance with Section 3.8(h).

    


    Section
11.16.  Collateral Representations
and Warranties of ABRCF.  ABRCF hereby represents and warrants
to the Trustee, the Administrative Agent, each Funding Agent and each Purchaser
Group 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, which security interest is prior to all other liens, and is
enforceable as such as against creditors of and purchasers from
ABRCF.  This Supplement will create a valid and continuing security
interest (as defined in the applicable UCC) in the Series 2008-1 Collateral in
favor of the Trustee for the benefit of the Series 2008-1 Noteholders, which
security interest is prior to all other liens, and is enforceable as such as
against creditors of and purchasers from ABRCF.

    


    (b)           The
Collateral and the Series 2008-1 Collateral (in each case, other than the
Vehicles) consist of “instruments,” “general intangibles” and “deposit accounts”
within the meaning of the applicable UCC.

    


    (c)           ABRCF
owns and has good and marketable title to the Collateral and the Series 2008-1
Collateral free and clear of any lien, claim or encumbrance of any
Person.

    


    (d)           With
respect to the portion of the Collateral that consists of instruments, all
original executed copies of each instrument that constitute or evidence part of
the Collateral have been delivered to the Trustee.  None of the
instruments that constitute or evidence the 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 that consists of general intangibles,
ABRCF 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 granted to the Trustee
under the Base Indenture.

    


    
      
        
           


        

        
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    (f)           With
respect to the portion of the Collateral and the Series 2008-1 Collateral that
consists of deposit or securities accounts maintained with a bank other than the
Trustee (collectively, the “Bank Accounts”),
ABRCF 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 ABRCF.  The Bank Accounts are
not in the name of any person other than ABRCF or the Trustee.  ABRCF
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, ABRCF has not pledged, assigned, sold, granted a security
interest in, or otherwise conveyed any of the Collateral or the Series 2008-1
Collateral.  ABRCF has not authorized the filing of and is not aware
of any financing statements against ABRCF that includes a description of
collateral covering the Collateral other than any financing statement under the
Base Indenture or that has been terminated.  ABRCF is not aware of any
judgment or tax lien filings against ABRCF.

    


    (h)           ABRCF
has not authorized the filing of and is not aware of any financing statements
against ABRCF that include a description of collateral covering the 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
11.17.  No
Waiver; Cumulative Remedies.  No failure to exercise and no
delay in exercising, on the part of the Trustee, the Administrative Agent, 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
11.18.  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 and the APA Banks hereunder
shall be made without set-off or counterclaim.

    


    Section
11.19.  Notices.  All
notices, requests, instructions and demands to or upon any party hereto to be
effective shall be given (i) in the case of ABRCF, the Administrator and the
Trustee, in the manner set forth in Section 13.1 of the Base Indenture and (ii)
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:

    


    
      
        
           


        

        
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    Administrative
Agent:

    


    JPMorgan
Chase Bank, N.A.

    c/o
JPMorgan Securities Inc.

    10 South
Dearborn - 13th Floor

    Chicago,
IL 60670

    Attention:
Asset-Backed Finance/Bill Laird

    Fax (312)
732-1844

    


    Section
11.20.  Confidential
Information.  (a)  The Trustee and each Series 2008-1
Noteholder will maintain the confidentiality of all Confidential Information in
accordance with procedures adopted by the Trustee or such Series 2008-1
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 11.20; (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 11.20; (iii) any
other Series 2008-1 Noteholder; (iv) any Person of the type that would be, to
such Person’s knowledge, permitted to acquire Series 2008-1 Notes in accordance
with the requirements of the Indenture to which such Person sells or offers to
sell any such Series 2008-1 Note or any part thereof or any participation
therein and that agrees to hold confidential the Confidential Information
substantially in accordance with this Section 11.20 (or in accordance with such
other confidentiality procedures as are acceptable to ABRCF); (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 11.20 (or in accordance with such other confidentiality
procedures as are acceptable to ABRCF); (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 ABG or any of its Affiliates); (ix) any other Person with
the consent of ABRCF; 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 ABRCF
(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 ABRCF (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 2008-1 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 2008-1 Notes, the Indenture or any other Related
Document; and provided, further, however, that
delivery to Series 2008-1 Noteholders of any report or information required by
the terms of the Indenture to be provided to Series 2008-1 Noteholders shall not
be a viola­tion of this Section 11.20.  Each Series 2008-1
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 2008-1 Notes or administering its investment in the
Series 2008-1 Notes.  In the event of any required disclosure of the
Confidential Information by such Series 2008-1 Noteholder, such Series 2008-1
Noteholder agrees to use reasonable efforts to protect the confiden­tiality
of the Confidential Information.  Each Series 2008-1 Noteholder, by
its acceptance of a Series 2008-1 Note, will be deemed to have agreed to be
bound by and to be entitled to the benefits of this Section 11.20.

    


    
      
        
           


        

        
          95

          
            

          

        

        
           


        

      

    

    


    (b)           For
the purposes of this Section 11.20, “Confidential Information” means information
delivered to the Trustee or any Series 2008-1 Noteholder by or on behalf of
ABRCF 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 2008-1 Noteholder prior to the
time of such disclosure; (ii) subsequently becomes publicly known through no act
or omission by the Trustee, any Series 2008-1 Noteholder or any person acting on
behalf of the Trustee or any Series 2008-1 Noteholder; (iii) otherwise is known
or becomes known to the Trustee or any Series 2008-1 Noteholder other than (x)
through disclosure by ABRCF or (y) as a result of the breach of a fiduciary duty
to ABRCF or a contractual duty to ABRCF; or (iv) is allowed to be treated as
non-confidential by consent of ABRCF.

    


    Section
11.21.  Information.

    


    (a)           The
Trustee shall promptly provide to the Administrative Agent 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.

    


    (b)           ABCRF
shall promptly provide to the Administrative Agent a copy of the financial
information and any other materials required to be delivered to ABCRF
pursuant to Section 31.5(i) and (ii) under the Leases.  The
Administrative Agent shall provide copies of all such information and other
materials furnished to it by ABCRF pursuant to this Section 11.21 to each
Funding Agent.

    


    Section
11.22.  Waiver of Jury Trial,
etc.  EACH OF THE PARTIES HERETO HEREBY KNOW­INGLY,
VOLUNTARILY AND INTENTIONALLY WAIVES (TO THE EXTENT PERMIT­TED BY APPLICABLE
LAW) ANY RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION
BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS SUPPLEMENT,
THE SERIES 2008-1 NOTES OR ANY OTHER SERIES 2008-1 DOCUMENTS, OR ANY COURSE OF
CONDUCT, COURSE OF DEALING, STATE­MENTS (WHETHER ORAL OR WRITTEN), OR
ACTIONS OF THE PARTIES HERETO.  THIS PROVISION IS A MATERIAL
INDUCEMENT FOR THE PARTIES HERETO TO ENTER INTO THIS SUPPLEMENT.

    


    Section
11.23.  Submission To
Jurisdiction.  EACH OF
THE PARTIES HERETO HEREBY IRREVO­CABLY SUBMITS (TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW) TO THE NON-EXCLUSIVE JURISDICTION OF ANY NEW YORK
STATE OR FEDERAL COURT SITTING IN THE BOROUGH OF MANHATTAN, NEW YORK CITY, STATE
OF NEW YORK, OVER ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO
THIS SUPPLEMENT, THE SERIES 2008-1 NOTES OR ANY OTHER SERIES 2008-1 DOCUMENT AND
EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT
OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE
OR FEDERAL COURT.  EACH OF THE PARTIES HERETO EACH HEREBY IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION EACH MAY NOW OR
HEREAFTER HAVE, TO THE LAYING OF VENUE IN ANY SUCH ACTION OR PROCEED­ING IN
ANY SUCH COURT AS WELL AS ANY RIGHT EACH MAY NOW OR HEREAFTER HAVE, TO REMOVE
ANY SUCH ACTION OR PROCEEDING, ONCE COMMENCED, TO ANOTHER COURT ON THE GROUNDS
OF FORUM NON CONVENIENS OR
OTHERWISE.  NOTHING CONTAINED HEREIN SHALL PRECLUDE ANY PARTY HERETO
FROM BRINGING AN ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
SUPPLEMENT, THE SERIES 2008-1 NOTES OR ANY OTHER SERIES 2008-1 DOCUMENT IN ANY
OTHER COUNTRY, STATE OR PLACE HAVING JURISDICTION OVER SUCH ACTION OR
PROCEEDING.

    


    
      
        
           


        

        
          96

          
            

          

        

        
           


        

      

    

    


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

    


    
      	 
      	
              AVIS
      BUDGET RENTAL CAR FUNDING (AESOP) LLC, as Issuer

            
	 
      	 
      	 
      
	 
      	
              By:

            	
              /s/ Rochelle Tarlowe

            
	 
      	
              Name:

            	
              Rochelle
      Tarlowe

            
	 
      	
              Title:

            	
              Vice
      President and Treasurer

            


    

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    
      	 
      	
              THE
      BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee and Series 2008-1
      Agent

            
	 
      	 
      	 
      
	 
      	
              By:

            	
              /s/ Sally R. Tokich

            
	 
      	
              Name:

            	
              Sally
      R. Tokich

            
	 
      	
              Title:

            	
              Senior
      Associate

            


    

    


    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    
      	 
      	
              JPMORGAN
      CHASE BANK, N.A., as Administrative Agent

            
	 
      	 
      	 
      
	 
      	
              By:

            	
              /s/ Adam Klimek

            
	 
      	
              Name:

            	
              Adam
      Klimek

            
	 
      	
              Title:

            	
              Vice
      President

            


    

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    
      	
              AGREED,
      ACKNOWLEDGED AND CONSENTED:

            	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
              SHEFFIELD
      RECEIVABLES CORPORATION,

            	 
      
	 
      	
              as
      a CP Conduit Purchaser under the Series 2008-1 Supplement

            	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
              By:

            	
              Barclays
      Bank PLC as Attorney-in-Fact

            	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
              By:

            	
              /s/ Jason D. Muncy

            	 
      
	 
      	 
      	
              Name:

            	
              Jason
      D. Muncy

            	 
      
	 
      	 
      	
              Title:

            	
              Associate
      Director

            	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
              BARCLAYS
      BANK PLC,

            	 
      
	 
      	
              as
      a Funding Agent and an APA Bank under the Series 2008-1
      Supplement

            	 
      
	 
      	 
      	 
      	 
      	 
      
	
              By:
      

            	
              /s/ Jeffrey Goldberg

            	 
      
	 
      	
              Name:

            	
              Jeffrey
      Goldberg

            	 
      
	 
      	
              Title:

            	
              Director

            	 
      
	 
      	 
      	 
      	 
      	 
      
	
              By:
      

            	
              /s/ Jason D. Muncy

            	 
      
	 
      	
              Name:

            	
              Jason
      D. Muncy

            	 
      
	 
      	
              Title:

            	
              Associate
      Director

            	 
      


    

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    
      	
              LIBERTY
      STREET FUNDING LLC,

            	 
      
	 
      	
              as
      a CP Conduit Purchaser under the Series  2008-1
      Supplement

            	 
      
	 
      	 
      	 
      	 
      
	
              By:

            	
              /s/ Jill A. Russo

            	 
      
	 
      	
              Name:

            	
              Jill
      A. Russo

            	 
      
	 
      	
              Title:

            	
              Vice
      President

            	 
      
	 
      	 
      	 
      	 
      
	
              THE
      BANK OF NOVA SCOTIA,

            	 
      
	 
      	
              as
      a Funding Agent and an APA Bank under the Series 2008-1
      Supplement

            	 
      
	 
      	 
      	 
      	 
      
	
              By:

            	
              /s/ Michael Eden

            	 
      
	 
      	
              Name:

            	
              Michael
      Eden

            	 
      
	 
      	
              Title:

            	
              Director

            	 
      


    

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    
      	
              YC
      SUSI TRUST,

            	 
      
	 
      	
              as
      a CP Conduit Purchaser under the Series 2008-1 Supplement

            	 
      
	 
      	 
      	 
      	 
      
	
              By:

            	
              Bank
      of America, National Association,

            	 
      
	 
      	
              as
      Administrative Trustee

            	 
      
	 
      	 
      	 
      	 
      
	
              By:

            	
              /s/ Willem Van Beek

            	 
      
	 
      	
              Name:

            	
              Willem
      Van Beek

            	 
      
	 
      	
              Title:

            	
              Principal

            	 
      
	 
      	 
      	 
      	 
      
	
              BANK
      OF AMERICA, NATIONAL ASSOCIATION,

            	 
      
	 
      	
              as
      a Funding Agent and an APA Bank under the Series 2008-1
      Supplement

            	 
      
	 
      	 
      	 
      	 
      
	
              By:

            	
              /s/ Willem Van Beek

            	 
      
	 
      	
              Name:

            	
              Willem
      Van Beek

            	 
      
	 
      	
              Title:

            	
              Principal

            	 
      


    

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    
      	
              CHARTA,
      LLC (as successor to Charta Corporation),

            	 
      
	 
      	
              as
      a CP Conduit Purchaser under the Series 2008-1 Supplement

            	 
      
	 
      	 
      	 
      	 
      
	
              By:

            	
              Citibank,
      N.A., as

            	 
      
	 
      	
              Attorney-in-fact

            	 
      
	 
      	 
      	 
      	 
      
	
              By:

            	
              /s/ Karrie L. Truglia

            	 
      
	 
      	
              Name:

            	
              Karrie
      L. Truglia

            	 
      
	 
      	
              Title:

            	
              Vice
      President

            	 
      
	 
      	 
      	 
      	 
      
	
              CITIBANK,
      N.A., as

            	 
      	 
      
	 
      	
              an
      APA Bank under the Series 2008-1 Supplement

            	 
      
	 
      	 
      	 
      	 
      
	
              By:

            	
              /s/ Karrie L. Truglia

            	 
      
	 
      	
              Name:

            	
              Karrie
      L. Truglia

            	 
      
	 
      	
              Title:

            	
              Vice
      President

            	 
      
	 
      	 
      	 
      	 
      
	
              CITICORP
      NORTH AMERICA, INC.,

            	 
      
	 
      	
              as
      a Funding Agent under the Series 2008-1 Supplement

            	 
      
	 
      	 
      	 
      	 
      
	
              By:

            	
              /s/ Karrie L. Truglia

            	 
      
	 
      	
              Name:

            	
              Karrie
      L. Truglia

            	 
      
	 
      	
              Title:

            	
              Vice
      President

            	 
      


    

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    
      	
              FALCON
      ASSET SECURITIZATION COMPANY LLC,

            	 
      
	 
      	
              as
      a CP Conduit Purchaser under the Series 2008-1 Supplement

            	 
      
	 
      	 
      	 
      	 
      
	
              By:

            	
              /s/ Adam Klimek

            	
               

            
	 
      	
              Name:

            	
              Adam
      Klimek

            	 
      
	 
      	
              Title:

            	
              Vice
      President

            	 
      
	 
      	 
      	 
      	 
      
	
              JPMORGAN
      CHASE BANK, N.A.

            	 
      
	 
      	
              as
      a Funding Agent under the Series 2008-1 Supplement

            	 
      
	 
      	 
      	 
      	 
      
	
              By:

            	
              /s/ Adam Klimek

            	 
      
	 
      	
              Name:

            	
              Adam
      Klimek

            	 
      
	 
      	
              Title:

            	
              Vice
      President

            	 
      
	 
      	 
      	 
      	 
      
	
              JPMORGAN
      CHASE BANK, N.A.

            	 
      
	 
      	
              as
      an APA Bank under the Series 2008-1 Supplement

            	 
      
	 
      	 
      	 
      	 
      
	
              By:

            	
              /s/ Adam Klimek

            	
               

            
	 
      	
              Name:

            	
              Adam
      Klimek

            	 
      
	 
      	
              Title:

            	
              Vice
      President

            	 
      


    

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    
      	
              MONTAGE
      FUNDING LLC,

            	 
      
	 
      	
              as
      a CP Conduit Purchaser under the Series 2008-1 Supplement

            	 
      
	 
      	 
      	 
      	 
      
	
              By:

            	
              /s/ Phillip A. Martone

            	 
      
	 
      	
              Name:

            	
              Philip
      A. Martone

            	 
      
	 
      	
              Title:

            	
              Vice
      President

            	 
      
	 
      	 
      	 
      	 
      
	
              DEUTSCHE
      BANK AG, NEW YORK BRANCH,

            	 
      
	 
      	
              as
      a Funding Agent and an APA Bank under the Series 2008-1
      Supplement

            	 
      
	 
      	 
      	 
      	 
      
	
              By:

            	
              /s/ Robert Sheldon

            	 
      
	 
      	
              Name:

            	
              Robert
      Sheldon

            	 
      
	 
      	
              Title:

            	
              Director

            	 
      
	 
      	 
      	 
      	 
      
	
              By:

            	
              /s/ Daniel Gerber

            	 
      
	 
      	
              Name:

            	
              Daniel
      Gerber

            	 
      
	 
      	
              Title:

            	
              Director

            	 
      


    

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    
      	
              ATLANTIC
      ASSET SECURITIZATION LLC,

            	 
      
	 
      	
              as
      a CP Conduit Purchaser under the Series 2008-1 Supplement

            	 
      
	 
      	 
      	 
      	 
      
	
              By:

            	
              /s/ Kostantina Kourmpetis

            	 
      
	 
      	
              Name:

            	
              Kostantina
      Kourmpetis

            	 
      
	 
      	
              Title:

            	
              Managing
      Director

            	 
      
	 
      	 
      	 
      	 
      
	
              By:

            	
              /s/ Sam Pilcer

            	 
      
	 
      	
              Name:

            	
              Sam
      Pilcer

            	 
      
	 
      	
              Title:

            	
              Managing
      Director

            	 
      
	 
      	 
      	 
      	 
      
	
              CALYON
      NEW YORK BRANCH,

            	 
      
	 
      	
              as
      a Funding Agent and an APA Bank under the Series 2008-1
      Supplement

            	 
      
	 
      	 
      	 
      	 
      
	
              By:

            	
              /s/ Kostantina Kourmpetis

            	 
      
	 
      	
              Name:

            	
              Kostantina
      Kourmpetis

            	 
      
	 
      	
              Title:

            	
              Managing
      Director

            	 
      
	 
      	 
      	 
      	 
      
	
              By:

            	
              /s/ Sam Pilcer

            	 
      
	 
      	
              Name:

            	
              Sam
      Pilcer

            	 
      
	 
      	
              Title:

            	
              Managing
      Director

            	 
      


    

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    
      	
              AMSTERDAM
      FUNDING CORPORATION,

            	 
      
	 
      	
              as
      a CP Conduit Purchaser under the Series 2008-1 Supplement

            	 
      
	 
      	 
      	 
      	 
      
	
              By:

            	
              /s/ Jill A. Russo

            	 
      
	 
      	
              Name:

            	
              Jill
      A. Russo

            	 
      
	 
      	
              Title:

            	
              Vice
      President

            	 
      
	 
      	 
      	 
      	 
      
	
              THE
      ROYAL BANK OF SCOTLAND PLC,

            	 
      
	 
      	
              as
      an APA Bank under the Series 2008-1 Supplement

            	 
      
	 
      	
              by:

            	
              RBS
      Securities Inc., as agent

            	 
      
	 
      	 
      	 
      	 
      
	
              By:

            	
              /s/ David Viney

            	 
      
	 
      	
              Name:

            	
              David
      Viney

            	 
      
	 
      	
              Title:

            	
              Managing
      Director

            	 
      
	 
      	 
      	 
      	 
      
	
              THE
      ROYAL BANK OF SCOTLAND PLC,

            	 
      
	 
      	
              as
      a Funding Agent under the Series 2008-1 Supplement

            	 
      
	 
      	
              by:

            	
              RBS
      Securities Inc., as agent

            	 
      
	 
      	 
      	 
      	 
      
	
              By:

            	
              /s/ David Viney

            	 
      
	 
      	
              Name:

            	
              David
      Viney

            	 
      
	 
      	
              Title:

            	
              Managing
      Director

            	 
      


    

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    
      	
              AVIS
      BUDGET CAR RENTAL, LLC,

            	 
      
	 
      	 
      	 
      	 
      
	 
      	
              as
      Administrator

            	 
      
	 
      	 
      	 
      	 
      
	
              By:

            	
              /s/ Rochelle Tarlowe

            	 
      
	 
      	
              Name:

            	
              Rochelle
      Tarlowe

            	 
      
	 
      	
              Title:

            	
              Vice
      President and Treasurer

            	 
      


    

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    
    

    
      	SCHEDULE I TO AMENDED
      AND RESTATED SERIES 2008-1 SUPPLEMENT
	 
      	
              CP Conduit

            	
              APA Bank

            	
              Funding Agent

            	
              APA
      Bank Percentage

            	
              Maximum

              Purchaser
      Group

              Invested Amount

            	
              Match
      Funding

            	
              Purchased

              Percentage

            
	
              1.

            	
              Amsterdam
      Funding Corporation

            	
              The
      Royal Bank of Scotland plc

            	
              The
      Royal Bank of Scotland plc

            	
              100%

            	
              $275,000,000

            	
              Yes

            	
              14.10%

            
	
              2.

            	
              Montage
      Funding LLC

            	
              Deutsche
      Bank AG, New York Branch

            	
              Deutsche
      Bank AG, New York Branch

            	
              100%

            	
              $227,600,000

            	
              No

            	
              11.67%

            
	
              3.

            	
              Liberty
      Street Funding LLC

            	
              The
      Bank of Nova Scotia

            	
              The
      Bank of Nova Scotia

            	
              100%

            	
              $160,000,000

            	
              No

            	
              8.21%

            
	
              4.

            	
              YC
      SUSI Trust

            	
              Bank
      of America, National Association

            	
              Bank
      of America, National Association

            	
              100%

            	
              $176,700,000

            	
              No

            	
              9.06%

            
	
              5.

            	
              Falcon
      Asset Securitization Company LLC

            	
              JPMorgan
      Chase Bank, N.A.

            	
              JPMorgan
      Chase Bank, N.A.

            	
              100%

            	
              $365,000,000

            	
              No

            	
              18.72%

            
	
              6.

            	
              Atlantic
      Asset Securitization LLC

            	
              Calyon
      New York Branch

            	
              Calyon
      New York Branch

            	
              100%

            	
              $231,700,000

            	
              No

            	
              11.88%

            
	
              7.

            	
              Sheffield
      Receivables Corporation

            	
              Barclays
      Bank PLC

            	
              Barclays
      Bank PLC

            	
              100%

            	
              $289,000,000

            	
              Yes

            	
              14.82%

            
	
              8.

            	
              Charta,
      LLC

            	
              Citibank,
      N.A.

            	
              Citicorp
      North America, Inc.

            	
              100%

            	
              $225,000,000

            	
              No

            	
              11.54%

            


    

    


    
      
        
           


        

        
          1

          
            

          

        

        
           


        

      

    

    


    TABLE
OF CONTENTS

    


    
      	 
      	 
      	 
      	
              Page

            
	 
      	 
      	 
      	 
      
	
              ARTICLE
      I DEFINITIONS

            	
              2

            
	 	 
	
              ARTICLE
      II PURCHASE AND SALE OF SERIES 2008-1 NOTES;  INCREASES AND
      DECREASES OF SERIES 2008-1 INVESTED AMOUNT

            	
              32

            
	 	 
	 
      	
              Section
      2.1.

            	
              Purchases of the Series 2008-1
      Notes

            	
              32

            
	 
      	
              Section
      2.2.

            	
              Delivery

            	
              33

            
	 
      	
              Section
      2.3.

            	
              Procedure for Initial Issuance and for Increasing
      the Series 2008-1 Invested Amount

            	
              33

            
	 
      	
              Section
      2.4.

            	
              Sales by CP Conduit Purchasers of Series 2008-1
      Notes to APA Banks.

            	
              35

            
	 
      	
              Section
      2.5.

            	
              Procedure for Decreasing the Series 2008-1
      Invested Amount; Optional Termination

            	
              35

            
	 
      	
              Section
      2.6.

            	
              Increases and Reductions of the Commitments;
      Extensions of the Commitments

            	
              36

            
	 
      	
              Section
      2.7.

            	
              Interest; Fees

            	
              39

            
	 
      	
              Section
      2.8.

            	
              Indemnification by ABRCF

            	
              41

            
	 
      	
              Section
      2.9.

            	
              Funding Agents

            	
              41

            
	 	 	 	 
	
              ARTICLE
      III SERIES 2008-1 ALLOCATIONS

            	
              42

            
	 	 
	 
      	
              Section
      3.1.

            	
              Establishment of Series 2008-1 Collection Account,
      Series 2008-1 Excess Collection Account and Series 2008-1 Accrued Interest
      Account

            	
              42

            
	 
      	
              Section
      3.2.

            	
              Allocations with Respect to the Series 2008-1
      Notes

            	
              42

            
	 
      	
              Section
      3.3.

            	
              Payments to Noteholders

            	
              46

            
	 
      	
              Section
      3.4.

            	
              Payment of Note Interest and Commitment
      Fees

            	
              49

            
	 
      	
              Section
      3.5.

            	
              Payment of Note Principal

            	
              50

            
	 
      	
              Section
      3.6.

            	
              Administrator’s Failure to Instruct the Trustee to
      Make a Deposit or Payment

            	
              54

            
	 
      	
              Section
      3.7.

            	
              Series 2008-1 Reserve
    Account

            	
              54

            
	 
      	
              Section
      3.8.

            	
              Series 2008-1 Letters of Credit and Series 2008-1
      Cash Collateral Account

            	
              57

            
	 
      	
              Section
      3.9.

            	
              Series 2008-1 Distribution
      Account

            	
              61

            
	 
      	
              Section
      3.10.

            	
              Series 2008-1 Demand Notes Constitute Additional
      Collateral for Series 2008-1 Notes

            	
              62

            
	 
      	
              Section
      3.11.

            	
              Series 2008-1 Interest Rate
      Caps

            	
              63

            
	 
      	
              Section
      3.12.

            	
              Payments to Funding Agents or Purchaser
      Groups

            	
              64

            


    

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    TABLE
OF CONTENTS

    (continued)

    


    
      	 
      	 
      	 
      	
              Page

            
	 
      	 
      	 
      	 
      
	
              ARTICLE
      IV AMORTIZATION EVENTS

            	
              64

            
	 	 
	
              ARTICLE
      V RIGHT TO WAIVE PURCHASE RESTRICTIONS

            	
              66

            
	 	 
	
              ARTICLE
      VI CONDITIONS PRECEDENT

            	
              68

            
	 	 
	 
      	
              Section
      6.1.

            	
              Conditions Precedent to Effectiveness of Original
      Series 2008-1 Supplement

            	
              68

            
	 
      	
              Section
      6.2.

            	
              Conditions Precedent to Effectiveness of
      Supplement

            	
              71

            
	 	 	 	 
	
              ARTICLE
      VII CHANGE IN CIRCUMSTANCES

            	
              73

            
	 	 
	 
      	
              Section
      7.1.

            	
              Increased Costs

            	
              73

            
	 
      	
              Section
      7.2.

            	
              Taxes

            	
              74

            
	 
      	
              Section
      7.3.

            	
              Break Funding Payments

            	
              77

            
	 
      	
              Section
      7.4.

            	
              Alternate Rate of Interest

            	
              78

            
	 
      	
              Section
      7.5.

            	
              Mitigation Obligations

            	
              78

            
	 	 	 	 
	ARTICLE
      VIII REPRESENTATIONS AND WARRANTIES, COVENANTS	
              78

            
	 	 
	 
      	
              Section
      8.1.

            	
              Representations and Warranties of ABRCF and the
      Administrator

            	
              78

            
	 
      	
              Section
      8.2.

            	
              Covenants of ABRCF and the
      Administrator

            	
              79

            
	 	 	 	 
	
              ARTICLE
      IX THE ADMINISTRATIVE AGENT

            	
              80

            
	 	 
	 
      	
              Section
      9.1.

            	
              Appointment

            	
              80

            
	 
      	
              Section
      9.2.

            	
              Delegation of Duties

            	
              81

            
	 
      	
              Section
      9.3.

            	
              Exculpatory Provisions

            	
              81

            
	 
      	
              Section
      9.4.

            	
              Reliance by Administrative
      Agent

            	
              81

            
	 
      	
              Section
      9.5.

            	
              Notice of Administrator Default or Amortization
      Event or Potential Amortization Event

            	
              82

            
	 
      	
              Section
      9.6.

            	
              Non-Reliance on the Administrative Agent and Other
      Purchaser Groups

            	
              82

            
	 
      	
              Section
      9.7.

            	
              Indemnification

            	
              83

            
	 
      	
              Section
      9.8.

            	
              The Administrative Agent in Its Individual
      Capacity

            	
              83

            
	 
      	
              Section
      9.9.

            	
              Resignation of Administrative Agent; Successor
      Administrative Agent

            	
              83

            
	 	 	 	 
	
              ARTICLE
      X THE FUNDING AGENTS

            	
              84

            
	 	 
	 
      	
              Section
      10.1.

            	
              Appointment

            	
              84

            
	 
      	
              Section
      10.2.

            	
              Delegation of Duties

            	
              84

            
	 
      	
              Section
      10.3.

            	
              Exculpatory Provisions

            	
              84

            
	 
      	
              Section
      10.4.

            	
              Reliance by Each Funding
    Agent

            	
              85

            
	 
      	
              Section
      10.5.

            	
              Notice of Administrator Default or Amortization
      Event or Potential Amortization Event

            	
              85

            


    

    


    
      
        
           


        

        
          ii

          
            

          

        

        
           


        

      

    

    


    TABLE
OF CONTENTS

    (continued)

    


    
      	 
      	 
      	 
      	
              Page

            
	 
      	 
      	 
      	 
      
	 
      	
              Section
      10.6.

            	
              Non-Reliance on Each Funding Agent and Other
      Purchaser Groups

            	
              86

            
	 
      	
              Section
      10.7.

            	
              Indemnification

            	
              86

            
	 	 	 	 
	
              ARTICLE
      XI GENERAL

            	
              87

            
	 	 
	 
      	
              Section
      11.1.

            	
              Successors and Assigns

            	
              87

            
	 
      	
              Section
      11.2.

            	
              Securities Law

            	
              89

            
	 
      	
              Section
      11.3.

            	
              Adjustments; Set-off

            	
              89

            
	 
      	
              Section
      11.4.

            	
              No Bankruptcy Petition

            	
              90

            
	 
      	
              Section
      11.5.

            	
              Limited Recourse

            	
              90

            
	 
      	
              Section
      11.6.

            	
              Costs and Expenses

            	
              91

            
	 
      	
              Section
      11.7.

            	
              Exhibits

            	
              91

            
	 
      	
              Section
      11.8.

            	
              Ratification of Base
    Indenture

            	
              92

            
	 
      	
              Section
      11.9.

            	
              Counterparts

            	
              92

            
	 
      	
              Section
      11.10.

            	
              Governing Law

            	
              92

            
	 
      	
              Section
      11.11.

            	
              Amendments

            	
              92

            
	 
      	
              Section
      11.12.

            	
              Discharge of Indenture

            	
              92

            
	 
      	
              Section
      11.13.

            	
              Capitalization of ABRCF

            	
              92

            
	 
      	
              Section
      11.14.

            	
              Series 2008-1 Demand Notes

            	
              92

            
	 
      	
              Section
      11.15.

            	
              Termination of Supplement

            	
              93

            
	 
      	
              Section
      11.16.

            	
              Collateral Representations and Warranties of
      ABRCF

            	
              93

            
	 
      	
              Section
      11.17.

            	
              No Waiver; Cumulative
    Remedies

            	
              94

            
	 
      	
              Section
      11.18.

            	
              Waiver of Setoff

            	
              94

            
	 
      	
              Section
      11.19.

            	
              Notices

            	
              94

            
	 
      	
              Section
      11.20.

            	
              Confidential Information

            	
              95

            
	 
      	
              Section
      11.21.

            	
              Information.

            	
              96

            
	 
      	
              Section
      11.22.

            	
              Waiver of Jury Trial, etc.

            	
              96

            
	 
      	
              Section
      11.23.

            	
              Submission To Jurisdiction

            	
              96

            


    

     

     

    iii