EXHIBIT 10.3


 


 


EXECUTION VERSION


 


AVIS BUDGET RENTAL CAR FUNDING (AESOP) LLC,

as Issuer


 


and


 


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

as Trustee and Series 2017-2 Agent


 


_____________________


 


AMENDED AND RESTATED SERIES 2017-2 SUPPLEMENT

dated as of


 


May 31, 2022


 


to


 


SECOND AMENDED AND RESTATED BASE INDENTURE

dated as of June 3, 2004


 


_____________________


 


 


Series 2017-2 2.97% Rental Car Asset Backed Notes,
Class A


Series 2017-2 3.33% Rental Car Asset Backed Notes,
Class B


Series 2017-2 4.17% Rental Car Asset Backed Notes,
Class C


Series 2017-2 4.56% Rental Car Asset Backed Notes,
Class D


Series 2017-2 6.50% Rental Car Asset Backed Notes, Class R

 






    	 		 



    
 


    

 


TABLE OF CONTENTS


 


	 	 	Page
	 	 	 
	ARTICLE I DEFINITIONS	2
	 	 	 
	ARTICLE II SERIES 2017-2 ALLOCATIONS	35
	 	 
	Section 2.1.	Establishment of Series 2017-2 Collection Account, Series 2017-2 Excess Collection Account and Series 2017-2 Accrued Interest Account	35
	Section 2.2.	Allocations with Respect to the Series 2017-2 Notes	36
	Section 2.3.	Payments to Noteholders	41
	Section 2.4.	Payment of Note Interest	47
	Section 2.5.	Payment of Note Principal	47
	Section 2.6.	Administrator’s Failure to Instruct the Trustee to Make a Deposit or Payment	57
	Section 2.7.	Series 2017-2 Reserve Accounts	57
	Section 2.8.	Series 2017-2 Letters of Credit and Series 2017-2 Cash Collateral Accounts	61
	Section 2.9.	Series 2017-2 Distribution Account	69
	Section 2.10.	Series 2017-2 Accounts Permitted Investments	70
	Section 2.11.	Series 2017-2 Demand Notes Constitute Additional Collateral for Series 2017-2 Senior Notes	71
	Section 2.12.	Subordination of the Class B Notes, Class C Notes, Class D Notes and the Class R Notes	71
	 	 	 
	ARTICLE III AMORTIZATION EVENTS	72
	 	 
	ARTICLE IV FORM OF SERIES 2017-2 NOTES	74
	 	 
	Section 4.1.	Restricted Global Series 2017-2 Notes	74
	Section 4.2.	Temporary Global Series 2017-2 Notes; Permanent Global Series 2017-2 Notes	74
	 	 	 
	ARTICLE V GENERAL	75
	 	 
	Section 5.1.	Optional Repurchase	75
	Section 5.2.	Information	75
	Section 5.3.	Exhibits	75
	Section 5.4.	Ratification of Base Indenture	76
	Section 5.5.	Counterparts	77
	Section 5.6.	Governing Law	77
	Section 5.7.	Amendments	77
	Section 5.8.	Discharge of Base Indenture	77
	Section 5.9.	Notice to Rating Agencies	77
	Section 5.10.	Capitalization of ABRCF	77




 


 






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	 	 	Page
	 	 	 
	Section 5.11.	Required Noteholders	78
	Section 5.12.	Series 2017-2 Demand Notes	78
	Section 5.13.	Termination of Supplement	78
	Section 5.14.	Noteholder Consent to Certain Amendments	78
	Section 5.15.	[Reserved]	79
	Section 5.16.	Confidential Information	79
	Section 5.17.	Capitalized Cost Covenant	80
	Section 5.18.	Further Limitation of Liability	80
	Section 5.19.	Series 2017-2 Agent	80
	Section 5.20.	Force Majeure	80
	Section 5.21.	Waiver of Jury Trial, etc	81
	Section 5.22.	Submission to Jurisdiction	81
	Section 5.23.	Additional Terms of the Series 2017-2 Notes.	81
	Section 5.24.	Class D Notes Conditions Precedent	82


 


 






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AMENDED AND RESTATED SERIES
2017-2 SUPPLEMENT, dated as of May 31, 2022 (this “Supplement”), among AVIS BUDGET RENTAL CAR FUNDING (AESOP) LLC,
a special purpose limited liability company established under the laws of Delaware (“ABRCF”), The
Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York), a limited purpose national banking association
with trust powers, as trustee (in such capacity, and together with its successors in trust thereunder as provided in the Base Indenture
referred to below, the “Trustee”), and The Bank of New York Mellon Trust Company,
N.A. (formerly known as The Bank of New York), as agent (in such capacity, the “Series 2017-2 Agent”) for the
benefit of the Series 2017-2 Noteholders, to the Second Amended and Restated Base Indenture, dated as of June 3, 2004, between ABRCF and
the Trustee (as amended, modified or supplemented from time to time, exclusive of Supplements creating a new Series of Notes, the “Base
Indenture”).


 


PRELIMINARY STATEMENT


 


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


 


WHEREAS, ABRCF and the Trustee
entered into the Series 2017-2 Supplement, dated December 13, 2017 (the “Prior Supplement”);


 


WHEREAS, on December 13, 2017,
ABRCF issued its Series 2017-2 2.97% Rental Car Asset Backed Notes, Class A, its Series 2017-2 3.33% Rental Car Asset Backed Notes, Class
B, its Series 2017-2 4.17% Rental Car Asset Backed Notes, Class C, and its Series 2017-2 6.50% Rental Car Asset Backed Notes, Class R
under the Prior Supplement;


 


WHEREAS, Section 5.15 of the
Prior Supplement permits ABRCF to issue Class D Notes and Additional Class R Notes and to make certain amendments to the Prior Supplement
in connection with such issuance, subject, in each case, to certain conditions set forth therein;


 


WHEREAS, ABRCF desires to issue
Class D Notes and additional Class R Notes (the “Additional Class R Notes”) on the Class D Notes Closing Date; and


 


WHEREAS, in connection with
the issuance of the Class D Notes and Additional Class R Notes and in accordance with Section 5.15 of the Prior Supplement, the Prior
Supplement is amended and restated on the Class D Notes Closing Date in its entirety as set forth herein;


 


NOW, THEREFORE, the parties
hereto agree as follows:


 


DESIGNATION


 


There was created a Series of
Notes issued pursuant to the Base Indenture and the Prior Supplement, and such Series of Notes was designated generally as the “Series
2017-2 Rental Car Asset Backed Notes”. The Series 2017-2 Notes were permitted to be issued in up to five Classes, the first of which
is known as the “Class A Notes”, the second of which is known as the “Class B Notes”, the third of which is known
as the “Class C Notes”, the fourth of which is known as the “Class R Notes” and the fifth of which shall be known
as the “Class D Notes”.


 






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On the Class A/B/C Notes Closing
Date, ABRCF issued (i) one tranche of Class A Notes designated as the “Series 2017-2 2.97% Rental Car Asset Backed Notes, Class
A”, (ii) one tranche of Class B Notes designated as the “Series 2017-2 3.33% Rental Car Asset Backed Notes, Class B”,
(iii) one tranche of Class C Notes designated as the “Series 2017-2 4.17% Rental Car Asset Backed Notes, Class C” and (iv)
one tranche of Class R Notes designated the “Series 2017-2 6.50% Rental Car Asset Backed Notes, Class R”.


 


On the Class D Notes Closing
Date, ABRCF shall issue (i) one tranche of Class D Notes designated as the “Series 2017-2 4.56% Rental Car Asset Backed Notes, Class
D” and (ii) the Additional Class R Notes.


 


The Class A Notes, Class B Notes,
Class C Notes, Class D Notes and Class R Notes collectively, constitute the Series 2017-2 Notes. The Class B Notes shall be subordinated
in right of payment to the Class A Notes, to the extent set forth herein. The Class C Notes shall be subordinated in right of payment
to the Class A Notes and Class B Notes, to the extent set forth herein. The Class D Notes shall be subordinated in right of payment to
the Class A Notes, Class B Notes and Class C Notes, to the extent set forth herein. The Class R Notes shall be subordinated to the Class
A Notes, the Class B Notes, the Class C Notes and the Class D Notes.


 


The proceeds from the sale of
the Class A Notes, Class B Notes, Class C Notes and Class R Notes were deposited in the Collection Account and were deemed to be Principal
Collections, and the proceeds from the sale of the Class D Notes and the Additional Class R Notes shall be deposited in the Collection
Account and shall be deemed to be Principal Collections.


 


The Series 2017-2 Notes are
a non-Segregated Series of Notes (as more fully described in the Base Indenture). Accordingly, all references in this Supplement to “all”
Series of Notes (and all references in this Supplement to terms defined in the Base Indenture that contain references to “all”
Series of Notes) shall refer to all Series of Notes other than Segregated Series of Notes.


 


ARTICLE I



DEFINITIONS


 


(a)       All
capitalized terms not otherwise defined herein are defined in the Definitions List attached to the Base Indenture as Schedule I thereto.
All Article, Section, Subsection or Exhibit references herein shall refer to Articles, Sections, Subsections or Exhibits of this Supplement,
except as otherwise provided herein. Unless otherwise stated herein, as the context otherwise requires or if such term is otherwise defined
in the Base Indenture, each capitalized term used or defined herein shall relate only to the Series 2017-2 Notes and not to any other
Series of Notes issued by ABRCF. In the event that a term used herein shall be defined both herein and in the Base Indenture, the definition
of such term herein shall govern.


 


(b)       The
following words and phrases shall have the following meanings with respect to the Series 2017-2 Notes and the definitions of such terms
are applicable to the singular as well as the plural form of such terms and to the masculine as well as the feminine and neuter genders
of such terms:


 






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“ABCR” means
Avis Budget Car Rental, LLC.


 


“Additional Class R
Notes” is defined in the preamble hereto.


 


“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.


 


“Applicable Distribution
Date” means each Distribution Date occurring after the later of (i) the Optional Repurchase Distribution Date and (ii) the first
Distribution Date occurring during the Series 2017-2 Controlled Amortization Period.


 


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


 


“Certificate of Lease
Deficit Demand” means a certificate substantially in the form of Annex A to the Series 2017-2 Letters of Credit.


 


“Certificate of Termination
Date Demand” means a certificate substantially in the form of Annex D to the Series 2017-2 Letters of Credit.


 


“Certificate of Termination
Demand” means a certificate substantially in the form of Annex C to the Series 2017-2 Letters of Credit.


 


“Certificate of Unpaid
Demand Note Demand” means a certificate substantially in the form of Annex B to the Series 2017-2 Letters of Credit.


 


“Class” means
a class of the Series 2017-2 Notes, which may be the Class A Notes, the Class B Notes, the Class C Notes, the Class D Notes or the Class
R Notes.


 


“Class A Carryover
Controlled Amortization Amount” means, with respect to any Related Month during the Series 2017-2 Controlled Amortization Period,
the amount, if any, by which the portion of the Monthly Total Principal Allocation paid to the Class A Noteholders pursuant to Section
2.5(f)(i) for the previous Related Month was less than the Class A Controlled Distribution Amount for the previous Related Month; provided,
however, that for the first Related Month in the Series 2017-2 Controlled Amortization Period, the Class A Carryover Controlled
Amortization Amount shall be zero.


 


“Class A Controlled
Amortization Amount” means, (i) with respect to any Related Month during the Series 2017-2 Controlled Amortization Period other
than the Related Month immediately preceding the Series 2017-2 Expected Final Distribution Date, $68,333,333.33 and (ii) with respect
to the Related Month immediately preceding the Series 2017-2 Expected Final Distribution Date, $68,333,333.35.


 


“Class A Controlled
Distribution Amount” means, with respect to any Related Month during the Series 2017-2 Controlled Amortization Period, an amount
equal to the sum of


 






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the Class A Controlled Amortization Amount and any Class A Carryover Controlled Amortization Amount for such Related
Month.


 


“Class A Initial Invested
Amount” means the aggregate initial principal amount of the Class A Notes, which is $410,000,000.


 


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


 


“Class A Monthly Interest”
means, with respect to (i) the initial Series 2017-2 Interest Period, an amount equal to $1,251,525.00 and (ii) any other Series 2017-2
Interest Period, an amount equal to the product of (A) one-twelfth of the Class A Note Rate and (B) the Class A Invested Amount on the
first day of such Series 2017-2 Interest Period, after giving effect to any principal payments made on such date.


 


“Class A Note”
means any one of the Series 2017-2 2.97% Rental Car Asset Backed Notes, Class A, executed by ABRCF and authenticated by or on behalf of
the Trustee, substantially in the form of Exhibit A-1, Exhibit A-2 or Exhibit A-3. Definitive Class A Notes shall
have such insertions and deletions as are necessary to give effect to the provisions of Section 2.18 of the Base Indenture.


 


“Class A Note Rate”
means 2.97% per annum.


 


“Class A Noteholder”
means the Person in whose name a Class A Note is registered in the Note Register.


 


“Class A Shortfall”
has the meaning set forth in Section 2.3(g)(i).


 


“Class A/B/C Available
Cash Collateral Account Amount” means, as of any date of determination, the amount on deposit in the Class A/B/C Cash Collateral
Account (after giving effect to any deposits thereto and withdrawals and releases therefrom on such date).


 


“Class A/B/C Available
Reserve Account Amount” means, as of any date of determination, the amount on deposit in the Class A/B/C Reserve Account (after
giving effect to any deposits thereto and withdrawals and releases therefrom on such date).


 


“Class A/B/C Cash Collateral
Account” is defined in Section 2.8(h).


 


“Class A/B/C Cash Collateral
Account Collateral” is defined in Section 2.8(a).


 


“Class A/B/C Cash Collateral
Account Surplus” means, with respect to any Distribution Date, the lesser of (a) the Class A/B/C Available Cash Collateral Account
Amount and (b) the least of (A) the excess, if any, of the Class A/B/C Liquidity Amount (after giving effect to any withdrawal from the
Class A/B/C Reserve Account on such Distribution Date) over the Class A/B/C Required Liquidity Amount on such Distribution Date, (B) the
excess, if any, of the Class A/B/C Enhancement Amount (after giving effect to any withdrawal from the Class A/B/C Reserve Account on such
Distribution Date) over the Class A/B/C Required Enhancement Amount on such Distribution Date and (C) the excess, if any, of the Class
D Enhancement Amount (after giving effect to any withdrawal from the Series 2017-2 Reserve Accounts on such Distribution Date) over the
Class D Required Enhancement Amount


 






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on such Distribution Date; provided, however, that, on any date after the Series 2017-2
Letter of Credit Termination Date, the Class A/B/C Cash Collateral Account Surplus shall mean the excess, if any, of (x) the Class A/B/C
Available Cash Collateral Account Amount over (y) the Series 2017-2 Demand Note Payment Amount minus the Pre-Preference Period
Demand Note Payments as of such date.


 


“Class A/B/C Cash Collateral
Percentage” means, as of any date of determination, the percentage equivalent of a fraction, the numerator of which is the Class
A/B/C Available Cash Collateral Account Amount as of such date and the denominator of which is the Class A/B/C Letter of Credit Liquidity
Amount as of such date.


 


“Class A/B/C Enhancement
Amount” means, as of any date of determination, the sum of (a) the Class A/B/C Overcollateralization Amount as of such date,
plus (b) the Class A/B/C Letter of Credit Amount as of such date, plus (c) the Class A/B/C Available Reserve Account Amount as of such
date, plus (d) the amount of cash and Permitted Investments on deposit in the Series 2017-2 Collection Account (not including amounts
allocable to the Series 2017-2 Accrued Interest Account) and the Series 2017-2 Excess Collection Account as of such date.


 


“Class A/B/C Enhancement
Deficiency” means, on any date of determination, the amount by which the Class A/B/C Enhancement Amount is less than the Class
A/B/C Required Enhancement Amount as of such date.


 


“Class A/B/C Invested
Amount” means, as of any date of determination, the sum of the Class A Invested Amount as of such date, the Class B Invested
Amount as of such date and the Class C Invested Amount as of such date.


 


“Class A/B/C Letter
of Credit” means an irrevocable letter of credit, if any, substantially in the form of Exhibit G issued by a Series 2017-2
Eligible Letter of Credit Provider in favor of the Trustee for the benefit of the Series 2017-2 Noteholders.


 


“Class A/B/C 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 Class A/B/C Letter of Credit (other than any Class A/B/C Letter of Credit on which a draw has


 






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been made
pursuant to Section 2.8(e)), as specified therein, and (ii) if the Class A/B/C Cash Collateral Account has been established and funded
pursuant to Section 2.8, the Class A/B/C Available Cash Collateral Account Amount on such date and (b) the aggregate outstanding principal
amount of the Series 2017-2 Demand Notes on such date.


 


“Class A/B/C Letter
of Credit Expiration Date” means, with respect to any Class A/B/C Letter of Credit, the expiration date set forth in such Class
A/B/C Letter of Credit, as such date may be extended in accordance with the terms of such Class A/B/C Letter of Credit.


 


“Class A/B/C 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 Class A/B/C Letter of Credit (other than any Class A/B/C Letter of Credit on which a draw has been made pursuant
to Section 2.8(e)), as specified therein, and (b) if the Class A/B/C Cash Collateral Account has been established and funded pursuant
to Section 2.8, the Class A/B/C Available Cash Collateral Account Amount on such date.


 


“Class A/B/C Liquidity
Amount” means, as of any date of determination, the sum of (a) the Class A/B/C Letter of Credit Liquidity Amount on such date
and (b) the Class A/B/C Available Reserve Account Amount on such date.


 


“Class A/B/C Maximum
Amounts” means, collectively, the Class A/B/C Maximum Non-Program Vehicle Amount, the Class A/B/C Maximum Mitsubishi Amount,
the Class A/B/C Maximum Individual Isuzu/Subaru Amount, the Class A/B/C Maximum Hyundai Amount, the Class A/B/C Maximum Kia Amount, the
Class A/B/C Maximum Suzuki Amount, the Class A/B/C Maximum Specified States Amount, the Class A/B/C Maximum Non-Eligible Manufacturer
Amount and the Class A/B/C Maximum Used Vehicle Amount.


 


“Class A/B/C 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.


 


“Class A/B/C Maximum
Individual Isuzu/Subaru Amount” means, as of any day, an amount equal to 5% of the aggregate Net Book Value of all Vehicles
leased under the Leases on such day.


 






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“Class A/B/C 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.


 


“Class A/B/C 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.


 


“Class A/B/C 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.


 


“Class A/B/C Maximum
Non-Program Vehicle Amount” means, as of any day, an amount equal to 85% of the aggregate Net Book Value of all Vehicles leased
under the Leases on such day.


 


“Class A/B/C 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.


 


“Class A/B/C 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.


 


“Class A/B/C Maximum
Used Vehicle Amount” means, as of any day, an amount equal to 25% of the aggregate Net Book Value of all Vehicles leased under
the Leases on such day.


 


“Class A/B/C Notes
Closing Date” means December 13, 2017.


 


“Class A/B/C Overcollateralization
Amount” means, the excess, if any of (x) the Series 2017-2 AESOP I Operating Lease Loan Agreement Borrowing Base as of such
date over (y) the sum of the Class A Invested Amount, the Class B Invested Amount and the Class C Invested Amount, in each case,
as of such date.


 


“Class A/B/C Percentage”
means, (i) as of any date of determination on which the Class A Notes, Class B Notes or Class D Notes remain outstanding, the lesser of
(x) 100% and (y) the percentage equivalent of a fraction, the numerator of which is the sum of the Class A/B/C Invested Amount and the
Class A/B/C Required Overcollateralization Amount and the denominator of which is the sum of the Series 2017-2 Invested Amount and the
Class D Required Overcollateralization Amount and (ii) as of any other date of determination, 0%.


 


“Class A/B/C Principal
Deficit Amount” means, as of any date of determination, the excess, if any, of (i) the Class A/B/C 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 product of the Class A/B/C Percentage and the Series 2017-2 AESOP I Operating Lease Loan Agreement Borrowing Base
on such date; provided, however, that the Class A/B/C Principal Deficit Amount on any date occurring during the period commencing
on and including the date of the filing by any of the Lessees of a petition for relief under Chapter 11 of the Bankruptcy Code to but
excluding the date on which each of the Lessees shall have resumed making all payments of the portion of Monthly Base Rent relating to
interest payable on the Notes, will mean the excess, if any, of (x) the Class A/B/C Invested Amount on such date (after giving effect
to the distribution of Monthly Total Principal Allocation for the Related Month if such date is a Distribution Date) over (y) the sum
of (1) the product of the Class A/B/C Percentage and the Series 2017-2 AESOP I Operating Lease Loan Agreement Borrowing Base on such date
and (2) the lesser of (a) the Class A/B/C Liquidity Amount on such date and (b) the Class A/B/C Required Liquidity Amount on such date.


 






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“Class A/B/C Pro Rata
Share” means, with respect to any Series 2017-2 Letter of Credit Provider as of any date, the fraction (expressed as a percentage)
obtained by dividing (A) the available amount under such Series 2017-2 Letter of Credit Provider’s Class A/B/C Letter of Credit
as of such date by (B) an amount equal to the aggregate available amount under all Class A/B/C Letters of Credit as of such date; provided,
however, that only for purposes of calculating the Class A/B/C Pro Rata Share with respect to any Series 2017-2 Letter of Credit
Provider as of any date, if such Series 2017-2 Letter of Credit Provider has not complied with its obligation to pay the Trustee the amount
of any draw under its Class A/B/C Letter of Credit made prior to such date, the available amount under such Series 2017-2 Letter of Credit
Provider’s Class A/B/C 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 2017-2
Letter of Credit Provider has paid such amount to the Trustee and been reimbursed by the Lessee or the applicable Demand Note Issuer,
as the case may be, for such amount (provided, however, 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 2017-2 Letter of Credit).


 


“Class A/B/C Required
Enhancement Amount” means, as of any date of determination, the sum, without duplication, of (i) the greater of (A) the applicable
Series 2017-2 Moody’s Required Enhancement Amount as of such date and (B) the Series 2017-2 DBRS Required Enhancement Amount as
of such date, (ii) the Series 2017-2 AESOP I Operating Lease Vehicle Percentage as of the immediately preceding Business Day of the
excess, if any, of the Non-Program Vehicle Amount as of such date over the Class A/B/C Maximum Non-Program Vehicle Amount as of such date,
(iii) the Series 2017-2 AESOP I Operating Lease Vehicle Percentage as of the immediately preceding Business Day of the excess, if any,
of the aggregate Net Book Value of all Vehicles manufactured by Mitsubishi and leased under the Leases as of such date over the Class
A/B/C Maximum Mitsubishi Amount as of such date, (iv) the Series 2017-2 AESOP I Operating Lease Vehicle Percentage as of the immediately
preceding Business Day of the excess, if any, of the aggregate Net Book Value of all Vehicles manufactured by Isuzu or Subaru, individually,
and leased under the Leases as of such date over the Class A/B/C Maximum Individual Isuzu/Subaru Amount as of such date, (v) the Series
2017-2 AESOP I Operating Lease Vehicle Percentage as of the immediately preceding Business Day of the excess, if any, of the aggregate
Net Book Value of all Vehicles manufactured by Hyundai and leased under the Leases as of such date over the Class A/B/C Maximum Hyundai
Amount as of such date, (vi) the Series 2017-2 AESOP I Operating Lease Vehicle Percentage as of the immediately preceding Business Day
of the excess, if any, of the aggregate Net Book Value of all Vehicles manufactured by Kia and leased under the Leases as of such date
over the Class A/B/C Maximum Kia Amount as of such date, (vii) the Series 2017-2 AESOP I Operating Lease Vehicle Percentage as of the
immediately preceding Business Day of the excess, if any, of the aggregate Net Book Value of all Vehicles manufactured by Suzuki and leased
under the Leases as of such date over the Class A/B/C Maximum Suzuki Amount as of such date, (viii) the Series 2017-2 AESOP I Operating
Lease Vehicle Percentage as of the immediately preceding Business Day of the excess, if any, of the Specified States Amount as of such
date over the Class A/B/C Maximum Specified States Amount as of such date, (ix) the Series 2017-2 AESOP I Operating Lease Vehicle Percentage
as of the immediately preceding Business Day of the excess, if any, of the Non-Eligible Manufacturer Amount as of such date over the Class
A/B/C Maximum Non-Eligible Manufacturer Amount as of such date and (x) the Series 2017-2 AESOP I Operating Lease Vehicle Percentage as
of the immediately preceding Business Day of the excess, if any, of the Net Book Value of all Vehicles leased under the Leases as of such
date that were used vehicles at the time of acquisition over the Class A/B/C Maximum Used Vehicle Amount as of such date.


 


“Class A/B/C Required
Liquidity Amount” means, as of any date of determination, an amount equal to the product of 2.25% and the Class A/B/C


 






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Senior
Invested Amount as of such date.


 


“Class A/B/C Required
Overcollateralization Amount” means, as of any date of determination, the excess, if any, of the Class A/B/C Required Enhancement
Amount over the sum of (i) the Class A/B/C Letter of Credit Amount as of such date, (ii) the Class A/B/C Available Reserve Account Amount
on such date and (iii) the amount of cash and Permitted Investments on deposit in the Series 2017-2 Collection Account (not including
amounts allocable to the Series 2017-2 Accrued Interest Account) and the Series 2017-2 Excess Collection Account on such date.


 


“Class A/B/C Required
Reserve Account Amount” means, for any date of determination, an amount equal to the greatest of (a) the excess, if any, of
the Class A/B/C Required Liquidity Amount as of such date over the Class A/B/C Letter of Credit Liquidity Amount as of such date, (b)
the excess, if any, of the Class A/B/C Required Enhancement Amount as of such date over the Class A/B/C Enhancement Amount (excluding
therefrom the Class A/B/C Available Reserve Account Amount and calculated after giving effect to any payments of principal to be made
on the Series 2017-2 Notes) as of such date and (c) the excess, if any, of the Class D Required Enhancement Amount over the Class D Enhancement
Amount (excluding therefrom the Class A/B/C Available Reserve Account Amount and calculated after giving effect to any payments of principal
to be made on the Series 2017-2 Notes) as of such date.


 


“Class A/B/C Reserve
Account” is defined in Section 2.7(a).


 


“Class A/B/C Reserve
Account Collateral” is defined in Section 2.7(d).


 


“Class A/B/C Reserve
Account Surplus” means, with respect to any Distribution Date, the excess, if any, of the Class A/B/C Available Reserve Account
Amount over the Class A/B/C Required Reserve Account Amount on such Distribution Date.


 


“Class B Carryover
Controlled Amortization Amount” means, with respect to any Related Month during the Series 2017-2 Controlled Amortization Period,
the amount, if any, by which the portion of the Monthly Total Principal Allocation paid to the Class B Noteholders pursuant to Section
2.5(f)(ii) for the previous Related Month was less than the Class B Controlled Distribution Amount for the previous Related Month; provided,
however, that for the first Related Month in the Series 2017-2 Controlled Amortization Period, the Class B Carryover Controlled
Amortization Amount shall be zero.


 


“Class B Controlled
Amortization Amount” means, (i) with respect to any Related Month during the Series 2017-2 Controlled Amortization Period other
than the Related Month immediately preceding the Series 2017-2 Expected Final Distribution Date, $8,333,333.33 and (ii) with respect to
the Related Month immediately preceding the Series 2017-2 Expected Final Distribution Date, $8,333,333.35.


 


“Class B Controlled
Distribution Amount” means, with respect to any Related Month during the Series 2017-2 Controlled Amortization Period, an amount
equal to the sum of the Class B Controlled Amortization Amount and any Class B Carryover Controlled Amortization Amount for such Related
Month.


 


“Class B Initial Invested
Amount” means the aggregate initial principal amount of the Class B Notes, which is $50,000,000.


 


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


 


“Class B Monthly Interest”
means, with respect to (i) the initial Series 2017-2 Interest Period, an amount equal to $171,125.00 and (ii) any other Series 2017-2
Interest Period, an amount equal to the product of (A) one-twelfth of the Class B Note Rate and (B) the Class B Invested Amount on the
first day of such Series 2017-2 Interest Period, after giving effect to any principal payments made on such date.


 






    	 	9	 



    
 


    

 


“Class B Note”
means any one of the Series 2017-2 3.33% Rental Car Asset Backed Notes, Class B, executed by ABRCF and authenticated by or on behalf of
the Trustee, substantially in the form of Exhibit B-1, Exhibit B-2 or Exhibit B-3. Definitive Class B Notes shall
have such insertions and deletions as are necessary to give effect to the provisions of Section 2.18 of the Base Indenture.


 


“Class B Note Rate”
means 3.33% per annum.


 


“Class B Noteholder”
means the Person in whose name a Class B Note is registered in the Note Register.


 


“Class B Shortfall”
has the meaning set forth in Section 2.3(g)(ii).


 


“Class C Carryover
Controlled Amortization Amount” means, with respect to any Related Month during the Series 2017-2 Controlled Amortization Period,
the amount, if any, by which the portion of the Monthly Total Principal Allocation paid to the Class C Noteholders pursuant to Section
2.5(f)(iii) for the previous Related Month was less than the Class C Controlled Distribution Amount for the previous Related Month; provided,
however, that for the first Related Month in the Series 2017-2 Controlled Amortization Period, the Class C Carryover Controlled
Amortization Amount shall be zero.


 


“Class C Controlled
Amortization Amount” means, (i) with respect to any Related Month during the Series 2017-2 Controlled Amortization Period other
than the Related Month immediately preceding the Series 2017-2 Expected Final Distribution Date, $6,666,666.67 and (ii) with respect to
the Related Month immediately preceding the Series 2017-2 Expected Final Distribution Date, $6,666,666.65.


 


“Class C Controlled
Distribution Amount” means, with respect to any Related Month during the Series 2017-2 Controlled Amortization Period, an amount
equal to the sum of the Class C Controlled Amortization Amount and any Class C Carryover Controlled Amortization Amount for such Related
Month.


 


“Class C Initial Invested
Amount” means the aggregate initial principal amount of the Class C Notes, which is $40,000,000.


 


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


 


“Class C Monthly Interest”
means, with respect to (i) the initial Series 2017-2 Interest Period, an amount equal to $171,433.33 and (ii) any other Series 2017-2
Interest Period, an amount equal to the product of (A) one-twelfth of the Class C Note Rate and (B) the Class C Invested Amount on the
first day of such Series 2017-2 Interest Period, after giving effect to any principal payments made on such date.


 


“Class C Note”
means any one of the Series 2017-2 4.17% Rental Car Asset Backed Notes, Class C, executed by ABRCF and authenticated by or on behalf of
the Trustee, substantially in the form of Exhibit C-1, Exhibit C-2 or Exhibit C-3. Definitive Class C Notes shall
have such


 






    	 	10	 



    
 


    

 


insertions and deletions as are necessary to give effect to the provisions of Section 2.18 of the Base Indenture.


 


“Class C Note Rate”
means 4.17% per annum.


 


“Class C Noteholder”
means the Person in whose name a Class C Note is registered in the Note Register.


 


“Class C Shortfall”
has the meaning set forth in Section 2.3(g)(iii).


 


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


 


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


 


“Class D Carryover
Controlled Amortization Amount” means, with respect to any Related Month during the Series 2017-2 Controlled Amortization Period,
the amount, if any, by which the portion of the Monthly Total Principal Allocation paid to the Class D Noteholders pursuant to Section
2.5(f)(iv) for the previous Related Month was less than the Class D Controlled Distribution Amount for the previous Related Month; provided,
however, that for the first Related Month in the Series 2017-2 Controlled Amortization Period, the Class D Carryover Controlled
Amortization Amount shall be zero.


 


“Class D Cash Collateral”
is defined in Section 2.8(d).


 


“Class D Cash Collateral
Account” is defined in Section 2.8(j).


 


“Class D Cash Collateral
Account Surplus” means, with respect to any Distribution Date, the lesser of (a) the Class D Available Cash Collateral Account
Amount and (b) the lesser of (A) the excess, if any, of the Class D Liquidity Amount (after giving effect to any withdrawal from the Class
D Reserve Account on such Distribution Date) over the Class D Required Liquidity Amount on such Distribution Date and (B) the excess,
if any, of the Class D Enhancement Amount (after giving effect to any withdrawal from the Class A/B/C Reserve Account and the Class D
Reserve Account and any draws on the Class A/B/C Letters of Credit (or withdrawals from the Class A/B/C Cash Collateral Account) on such
Distribution Date) over the Class D Required Enhancement Amount on such Distribution Date; provided, however that, on any
date after the Series 2017-2 Letter of Credit Termination Date, the Class D Cash Collateral Account Surplus shall mean the excess, if
any, of (x) the Class D Available Cash Collateral Account Amount over (y) the Series 2017-2 Demand Note Payment Amount minus the
Pre-Preference Period Demand Note Payments as of such date minus the Class A/B/C Cash Collateral Account Amount.


 






    	 	11	 



    
 


    

 


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


 


“Class D Controlled
Amortization Amount” means, (i) with respect to any Related Month during the Series 2017-2 Controlled Amortization Period other
than the Related Month immediately preceding the Series 2017-2 Expected Final Distribution Date, $11,333,333.33 and (ii) with respect
to the Related Month immediately preceding the Series 2017-2 Expected Final Distribution Date, $11,333,333.35.


 


“Class D Controlled
Distribution Amount” means, with respect to any Related Month during the Series 2017-2 Controlled Amortization Period, an amount
equal to the sum of the Class D Controlled Amortization Amount and any Class D Carryover Controlled Amortization Amount for such Related
Month.


 


“Class D Enhancement
Amount” means, as of any date of determination, an amount equal to (a) the Class D Overcollateralization Amount as of such date,
plus (b) the Class D Letter of Credit Amount as of such date, plus (c) the Class D Available Reserve Account Amount as of such date, plus
(d) the Class A/B/C Letter of Credit Amount as of such date, plus (e) the Class A/B/C Available Reserve Account Amount as of such date,
plus (f) the amount of cash and Permitted Investments on deposit in the Series 2017-2 Collection Account (not including amounts allocable
to the Series 2017-2 Accrued Interest Account) and the Series 2017-2 Excess Collection Account as of such date.


 


“Class D Enhancement
Deficiency” means, on any date of determination, the amount by which the Class D Enhancement Amount is less than the Class D
Required Enhancement Amount as of such date.


 


“Class D Initial Invested
Amount” means the aggregate initial principal amount of the Class D Notes, which is $68,000,000.


 


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


 


“Class D Letter of
Credit” means an irrevocable letter of credit, if any, substantially in the form of Exhibit G issued by a Series 2017-2
Eligible Letter of Credit Provider in favor of the Trustee for the benefit of the Class D Noteholders.


 


“Class D 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 Class D Letter of Credit (other than any Class D Letter of Credit on which any draw has been made pursuant
to Section 2.8(e)), as specified therein, and (ii) if the Class D Cash Collateral Account has been established and funded pursuant to
Section 2.8, the Class D Available Cash Collateral Account Amount on such date and (b) the aggregate outstanding principal amount of the
Series 2017-2 Demand Notes on such date.


 






    	 	12	 



    
 


    

 


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


 


“Class D 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 Class D Letter of Credit (other than any Class D Letter of Credit on which any draw has been made pursuant to Section
2.8(e)), as specified therein, and (b) if the Class D Cash Collateral Account has been established and funded pursuant to Section 2.8,
the Class D Available Cash Collateral Account Amount on such date.


 


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


 


“Class D Maximum Amounts”
means, collectively, the Class D Maximum Non-Program Vehicle Amount, the Class D Maximum Jaguar Amount, Class D Maximum Tesla Amount,
the Class D Maximum Land Rover Amount, the Class D Maximum Mitsubishi Amount, the Class D Maximum Isuzu Amount, the Class D Maximum Subaru
Amount, the Class D Maximum Hyundai Amount, the Class D Maximum Kia Amount, the Class D Maximum Suzuki Amount, the Class D Maximum Specified
States Amount (if applicable), the Class D Maximum Non-Perfected Vehicle Amount, the Class D Maximum Non-Eligible Manufacturer Amount,
the Class D Maximum Used Vehicle Amount and the Class D Maximum Medium/Heavy Duty Truck Amount.


 


“Class D Maximum Hyundai
Amount” means, as of any day, an amount equal to 55% of the aggregate Net Book Value of all Vehicles leased under the Leases
on such day.


 


“Class D Maximum Isuzu
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.


 


“Class D Maximum Jaguar
Amount” means, as of any day, an amount equal to 12.5% of the aggregate Net Book Value of all Vehicles leased under the Leases
on such day.


 


“Class D Maximum Kia
Amount” means, as of any day, an amount equal to 55% of the aggregate Net Book Value of all Vehicles leased under the Leases
on such day.


 


“Class D Maximum Land
Rover Amount” means, as of any day, an amount equal to 12.5% of the aggregate Net Book Value of all Vehicles leased under the
Leases on such day.


 


“Class D Maximum Medium/Heavy
Duty Truck Amount” means, as of any day, an amount equal to 5% of the aggregate Net Book Value of all Vehicles leased under
the Leases on such day.


 


“Class D 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.


 






    	 	13	 



    
 


    

 


“Class D Maximum Non-Eligible
Manufacturer 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.


 


“Class D Maximum Non-Perfected
Vehicle 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.


 


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


 


“Class D 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.


 


“Class D Maximum Specified
States 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.


 


“Class D Maximum Subaru
Amount” means, as of any day, an amount equal to 12.5% of the aggregate Net Book Value of all Vehicles leased under the Leases
on such day.


 


“Class D Maximum Suzuki
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.


 


“Class D Maximum Tesla
Amount” means, as of any day, an amount equal to 15% of the aggregate Net Book Value of all Vehicles leased under the Leases
on such day.


 


“Class D Maximum Used
Vehicle Amount” means, as of any day, an amount equal to 25% of the aggregate Net Book Value of all Vehicles leased under the
Leases on such day.


 


“Class D Monthly Interest”
means, with respect to (i) the initial Series 2017-2 Interest Period for the Class D Notes, an amount equal to $163,653.33 and (ii) any
other Series 2017-2 Interest Period, an amount equal to the product of (A) one-twelfth of the Class D Note Rate and (B) the Class D Invested
Amount on the first day of such Series 2017-2 Interest Period, after giving effect to any principal payments made on such date.


 


“Class D Note”
means any one of the Series 2017-2 4.56% Rental Car Asset Backed Notes, Class D, executed by ABRCF and authenticated by or on behalf of
the Trustee, substantially in the form of Exhibit D-1, Exhibit D-2 or Exhibit D-3. Definitive Class D Notes shall
have such insertions and deletions as are necessary to give effect to the provisions of Section 2.18 of the Base Indenture.


 






    	 	14	 



    
 


    

 


“Class D Note Rate”
means 4.56% per annum.


 


“Class D Noteholder”
means the Person in whose name a Class D Note is registered in the Note Register.


 


“Class D Notes Closing
Date” means May 31, 2022.


 


“Class D Overcollateralization
Amount” means, the excess, if any of (x) the Series 2017-2 AESOP I Operating Lease Loan Agreement Borrowing Base as of such
date over (y) the Series 2017-2 Invested Amount as of such date.


 


“Class D Percentage”
means, as of any date of determination, a percentage equal to the excess, if any, of (x) 100% over (y) the Class A/B/C Percentage as of
such date.


 


“Class D Principal
Deficit Amount” means, as of any date of determination, the excess, if any, of (i) the Class D Invested Amount on such date
(after giving effect to the distribution of the Monthly Total Principal Allocation for the Related Month if such date is a Distribution
Date) over (ii) the Series 2017-2 AESOP I Operating Lease Loan Agreement Borrowing Base on such date; provided, however,
that the Class D Principal Deficit Amount on any date occurring during the period commencing on and including the date of the filing by
any of the Lessees of a petition for relief under Chapter 11 of the Bankruptcy Code to but excluding the date on which each of the Lessees
shall have resumed making all payments of the portion of Monthly Base Rent relating to Loan Interest required to be made under the AESOP
I Operating Lease, shall mean the excess, if any, of (x) the Class D Invested Amount on such date (after giving effect to the distribution
of Monthly Total Principal Allocation for the Related Month if such date is a Distribution Date) over (y) the sum of (1) the Series 2017-2
AESOP I Operating Lease Loan Agreement Borrowing Base on such date and (2) the lesser of (a) the Class D Liquidity Amount on such date
and (b) the Class D Required Liquidity Amount on such date.


 


“Class D Pro Rata Share”
means, with respect to any Series 2017-2 Letter of Credit Provider as of any date, the fraction (expressed as a percentage) obtained by
dividing (A) the available amount under such Series 2017-2 Letter of Credit Provider’s Class D Letter of Credit as of such date
by (B) an amount equal to the aggregate available amount under all Class D Letters of Credit as of such date; provided, however,
that only for purposes of calculating the Class D Pro Rata Share with respect to any Series 2017-2 Letter of Credit Provider as of any
date, if such Series 2017-2 Letter of Credit Provider has not complied with its obligation to pay the Trustee the amount of any draw under
its Class D Letter of Credit made prior to such date, the available amount under such Series 2017-2 Letter of Credit Provider’s
Class D 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 2017-2 Letter of Credit
Provider has paid such amount to the Trustee and been reimbursed by the Lessee or the applicable Demand Note Issuer, as the case may be,
for such amount (provided, however, 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 2017-2 Letter of Credit).


 


“Class D Required Enhancement
Amount” means an amount equal to, as of any date of determination, the sum (without duplication) of (i) the applicable Series
2017-2 Moody’s


 






    	 	15	 



    
 


    

 


Required Enhancement Amount as of such date, (ii) the Series 2017-2 AESOP I Operating Lease Vehicle Percentage
as of the immediately preceding Business Day of the excess, if any, of the aggregate Net Book Value of all Vehicles manufactured by Mitsubishi
and leased under the Leases as of such date over the Class D Maximum Mitsubishi Amount as of such date, (iii) the Series 2017-2 AESOP
I Operating Lease Vehicle Percentage as of the immediately preceding Business Day of the excess, if any, of the aggregate Net Book Value
of all Vehicles manufactured by Isuzu and leased under the Leases as of such date over the Class D Maximum Isuzu Amount as of such date,
(iv) the Series 2017-2 AESOP I Operating Lease Vehicle Percentage as of the immediately preceding Business Day of the excess, if any,
of the aggregate Net Book Value of all Vehicles manufactured by Subaru and leased under the Leases as of such date over the Class D Maximum
Subaru Amount as of such date, (v) the Series 2017-2 AESOP I Operating Lease Vehicle Percentage as of the immediately preceding Business
Day of the excess, if any, of the aggregate Net Book Value of all Vehicles manufactured by Hyundai and leased under the Leases as of such
date over the Class D Maximum Hyundai Amount as of such date, (vi) the Series 2017-2 AESOP I Operating Lease Vehicle Percentage as of
the immediately preceding Business Day of the excess, if any, of the aggregate Net Book Value of all Vehicles manufactured by Kia and
leased under the Leases as of such date over the Class D Maximum Kia Amount as of such date, (vii) the Series 2017-2 AESOP I Operating
Lease Vehicle Percentage as of the immediately preceding Business Day of the excess, if any, of the aggregate Net Book Value of all Vehicles
manufactured by Suzuki and leased under the Leases as of such date over the Class D Maximum Suzuki Amount as of such date, (viii) the
Series 2017-2 AESOP I Operating Lease Vehicle Percentage as of the immediately preceding Business Day of the excess, if any, of the aggregate
Net Book Value of all Vehicles manufactured by Tesla and leased under the Leases as of such date over the Class D Maximum Tesla Amount
as of such date, (ix) the Series 2017-2 AESOP I Operating Lease Vehicle Percentage as of the immediately preceding Business Day of the
excess, if any, of the aggregate Net Book Value of all Vehicles manufactured by Land Rover and leased under the Leases as of such date
over the Class D Maximum Land Rover Amount as of such date, (x) the Series 2017-2 AESOP I Operating Lease Vehicle Percentage as of the
immediately preceding Business Day of the excess, if any, of the aggregate Net Book Value of all Vehicles manufactured by Jaguar and leased
under the Leases as of such date over the Class D Maximum Jaguar Amount as of such date, (xi) the Series 2017-2 AESOP I Operating Lease
Vehicle Percentage as of the immediately preceding Business Day of (x) prior to the satisfaction of the Springing Amendment Condition
(Non-Perfected Lien), the excess, if any, of the Specified States Amount as of such date over the Class D Maximum Specified States Amount
as of such date or (y) following the satisfaction of the Sprining Amendment Condition (Non-Perfected Lien), the excess, if any, of the
Net Book Value of all Vehicles leased under the Operating Leases with respect to which the lien under the Indenture is not perfected through
a notation of such lien on the certificate of title or otherwise over the Class D Maximum Non-Perfected Vehicle Amount (as applicable)
as of such date, (xii) the Series 2017-2 AESOP I Operating Lease Vehicle Percentage as of the immediately preceding Business Day of the
excess, if any, of the Non-Eligible Manufacturer Amount as of such date over the Class D Maximum Non-Eligible Manufacturer Amount as of
such date, (xiii) the Series 2017-2 AESOP I Operating Lease Vehicle Percentage as of the immediately preceding Business Day of the excess,
if any, of the Net Book Value of all Vehicles leased under the Leases as of such date that were used vehicles at the time of acquisition
over the Class D Maximum Used Vehicle Amount as of such date and (xiv) the Series 2017-2 AESOP I Operating Lease Vehicle Percentage as
of the immediately preceding Business Day of the excess, if any, of the Net Book Value of all Vehicles


 






    	 	16	 



    
 


    

 


leased under the Leases as of such
date that were “medium duty” or “heavy duty” trucks at the time of acquisition over the Class D Maximum Medium/Heavy
Duty Truck Amount as of such date.


 


“Class D Required Liquidity
Amount” means an amount equal to the product of 2.75% and the Class D Invested Amount as of such date.


 


“Class D Required Overcollateralization
Amount” means, as of any date of determination, the excess, if any, of the Class D Required Enhancement Amount over the sum
of (i) the Class A/B/C Letter of Credit Amount as of such date, (ii) the Class D Letter of Credit Amount as of such date, (iii) the Class
A/B/C Available Reserve Account Amount on such date, (iv) the Class D Available Reserve Account Amount on such date and (v) the amount
of cash and Permitted Investments on deposit in the Series 2017-2 Collection Account (not including amounts allocable to the Series 2017-2
Accrued Interest Account) and the Series 2017-2 Excess Collection Account on such date.


 


“Class D Required Reserve
Account Amount” means, for any date of determination, an amount equal to the greater of (a) the excess, if any, of the Class
D Required Liquidity Amount as of such date over the Class D Letter of Credit Liquidity Amount as of such date and (b) the excess, if
any, of the Class D Required Enhancement Amount as of such date over the Class D Enhancement Amount (excluding therefrom the Class D Available
Reserve Account Amount and calculated after giving effect to any payments of principal to be made on the Series 2017-2 Notes) as of such
date.


 


“Class D Reserve Account”
is defined in Section 2.7(g).


 


“Class D Reserve Account
Collateral” is defined in Section 2.7(j).


 


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


 


“Class D Shortfall”
has the meaning set forth in Section 2.3(g)(iv).


 


“Class R Controlled
Amortization Amount” means, (i) with respect to any Related Month during the Series 2017-2 Controlled Amortization Period other
than the Related Month immediately preceding the Series 2017-2 Expected Final Distribution Date, $0 and (ii) with respect to the Related
Month immediately preceding the Series 2017-2 Expected Final Distribution Date, $31,250,000.


 


“Class R Initial Invested
Amount” means the aggregate initial principal amount of the Class R Notes, which is $27,500,000.


 


“Class R Invested Amount”
means, when used with respect to any date, an amount equal to (a) the Class R Initial Invested Amount plus (b) the aggregate principal
amount of any Additional Class R Notes issued on or prior to such date minus (c) the amount of principal payments made to Class
R Noteholders on or prior to such date.


 






    	 	17	 



    
 


    

 


“Class R Monthly Interest”
means, with respect to (i) the initial Series 2017-2 Interest Period, an amount equal to $183,715.28,(ii) the initial Series 2017-2 Interest
Period following the Class D Notes Closing Date, an amount equal to $162,500.33 and (iii) any other Series 2017-2 Interest Period, an
amount equal to the product of (A) one-twelfth of the Class R Note Rate and (B) the Class R Invested Amount on the first day of such Series
2017-2 Interest Period, after giving effect to any principal payments made on such date.


 


“Class R Note”
means any one of the Series 2017-2 6.50% Rental Car Asset Backed Notes, Class R, executed by ABRCF and authenticated by or on behalf of
the Trustee, substantially in the form of Exhibit E-1, Exhibit E-2 or Exhibit E-3. Definitive Class R Notes shall
have such insertions and deletions as are necessary to give effect to the provisions of Section 2.18 of the Base Indenture.


 


“Class R Note Rate”
means 6.50% per annum


 


“Class R Noteholder”
means the Person in whose name a Class R Note is registered in the Note Register.


 


“Class R Shortfall”
has the meaning set forth in Section 2.3(g)(v).


 


“Clean-up Repurchase”
means any optional repurchase pursuant to Section 5.1(a).


 


“Clean-up Repurchase
Distribution Date” has the meaning set forth in Section 5.1(a).


 


“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, however, 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.


 


“DBRS” means
DBRS, Inc.


 


“DBRS Equivalent
Rating” means, with respect to any Person not rated by DBRS, (i) if such Person is rated by all three of Moody’s, Standard
& Poor’s and Fitch (together, the


 






    	 	18	 



    
 


    

 


“Equivalent Rating Agencies”), either (A) if at least two Equivalent Rating
Agencies have provided equivalent ratings with respect to such Person, the DBRS equivalent of such equivalent ratings (regardless of any
rating from another Equivalent Rating Agency) or (B) otherwise, the median of the DBRS equivalents of the ratings for such Person provided
by each of the three Equivalent Rating Agencies, (ii) if such Person is rated by any two of the Equivalent Rating Agencies, the DBRS equivalent
of the lower of the ratings for such Person provided by the relevant Equivalent Rating Agencies or (iii) if such Person is rated by only
one of the Equivalent Rating Agencies, the DBRS equivalent of the rating for such Person provided by such Equivalent Rating Agency.


 


“DBRS Excluded Manufacturer
Amount” means, as of any date of determination, an amount equal to the excess, if any, of (x) the sum of the following amounts
with respect to each DBRS 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 DBRS Non-Investment Grade Manufacturer and (ii) the DBRS Excluded Manufacturer Receivable
Specified Percentage for such DBRS Non-Investment Grade Manufacturer as of such date over (y) the sum of the following amounts with respect
to each DBRS Non-Investment Grade Manufacturer as of such date: the product of (i) the aggregate Net Book Value of any Vehicles subject
to a Manufacturer Program from such Manufacturer that have had a Turnback Date but for which (A) AESOP Leasing or its Permitted Nominee
continues to be named as the owner of the Vehicle on the Certificate of Title for such Vehicle and (B) AESOP Leasing or its agent continues
to hold the Certificate of Title for such Vehicle and (ii) the DBRS Turnback Vehicle Specified Percentage for such DBRS Non-Investment
Grade Manufacturer as of such date.


 


“DBRS Excluded Manufacturer
Receivable Specified Percentage” means, as of any date of determination, with respect to each DBRS Non-Investment Grade Manufacturer
as of such date, the percentage (not to exceed 100%) most recently specified in writing by DBRS to ABRCF and the Trustee and consented
to by the Requisite Series 2017-2 Noteholders with respect to such DBRS Non-Investment Grade Manufacturer; provided, however,
that as of the Class A/B/C Closing Date the DBRS Excluded Manufacturer Receivable Specified Percentage for each DBRS Non-Investment Grade
Manufacturer shall be 100%; provided, further, that the initial DBRS Excluded Manufacturer Receivable Specified Percentage
with respect to any Manufacturer that becomes a DBRS Non-Investment Grade Manufacturer after the Class A/B/C Closing Date shall be 100%.


 


“DBRS 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 from DBRS (or, if such Manufacturer is not rated by DBRS, a DBRS Equivalent Rating)
of at least “BBB (low)”; provided, however, that any Manufacturer whose long-term senior unsecured debt rating
from DBRS (or, if such Manufacturer is not rated by DBRS, its DBRS Equivalent Rating) is downgraded from at least “BBB (low)”
to below “BBB (low)” after the Class A/B/C Closing Date shall not be deemed a DBRS Non-Investment Grade Manufacturer until
the thirtieth (30th) calendar day following such downgrade.


 


“DBRS Turnback Vehicle
Specified Percentage” means, as of any date of determination: (i) with respect to each Manufacturer that has a long-term senior
unsecured debt


 






    	 	19	 



    
 


    

rating from DBRS (or, if such Manufacturer is not rated by DBRS, a DBRS Equivalent Rating) on such date of determination
of at least “BB (low)” but less than “BBB (low)”, 65%; (ii) with respect to each Manufacturer that has a long-term
senior unsecured debt rating from DBRS (or, if such Manufacturer is not rated by DBRS, a DBRS Equivalent Rating) on such date of determination
of at least “B (low)” but less than “BB (low)”, 25%; and (iii) with respect to each Manufacturer that has a long-term
senior unsecured debt rating from DBRS (or, if such Manufacturer is not rated by DBRS, a DBRS Equivalent Rating) on such date of determination
of “CCC” or below (or is not rated by DBRS or any Equivalent Rating Agency on such date of determination), 0%; provided,
however, that any Manufacturer whose long-term senior unsecured debt rating from DBRS is downgraded after the Class A/B/C Closing
Date (or, if such Manufacturer is not rated by DBRS, its DBRS Equivalent Rating is lowered as a result of such Manufacturer being downgraded
by an Equivalent Rating Agency after the Class A/B/C Closing Date) shall be deemed to retain its long-term senior unsecured debt rating
from DBRS (or, if such Manufacturer is not rated by DBRS, its DBRS Equivalent Rating) in effect immediately prior to such downgrade until
the thirtieth (30th) calendar day following such downgrade.


 


“Demand Note Issuer”
means each issuer of a Series 2017-2 Demand Note.


 


“Disbursement”
means any Lease Deficit Disbursement, any Unpaid Demand Note Disbursement, any Termination Date Disbursement or any Termination Disbursement
under a Series 2017-2 Letter of Credit, or any combination thereof, as the context may require.


 


“Discounted Value”
means, for each Remaining Distribution Amount, the amount obtained by discounting such Remaining Distribution Amount from the applicable
Distribution Date to the Optional Repurchase Distribution Date in accordance with accepted financial practice and at a discount factor
equal to the Reinvestment Yield with respect to such Remaining Distribution Amount.


 


“Excluded Manufacturer
Amount” means, as of any date of determination, the greater of the Moody’s Excluded Manufacturer Amount and the DBRS Excluded
Manufacturer Amount as of such date.


 


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


 


“Fitch” means
Fitch Ratings, Inc.


 


“Lease Deficit Disbursement”
means an amount drawn under a Series 2017-2 Letter of Credit pursuant to a Certificate of Lease Deficit Demand.


 


“Make Whole Payment”
means, with respect to any Series 2017-2 Note on any Optional Repurchase Distribution Date, the pro rata share with respect to
such Series 2017-2 Note of the excess, if any, of (x) the sum of the Discounted Values for each Remaining Distribution Amount with respect
to each Applicable Distribution Date over (y) the Series 2017-2 Invested Amount as of such Optional Repurchase Distribution Date (determined
after giving effect to any payments made pursuant to Section 2.5(a) on such Distribution Date).


 


“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


 






    	 	20	 



    
 


    

 


preceding Determination Date and the two Determination Dates precedent thereto and the denominator of which is the sum of (a)
the average of the aggregate Net Book Value of all Non-Program Vehicles (excluding (i) any Unaccepted Program Vehicles, (ii) any
Excluded Redesignated Vehicles and (iii) any other Non-Program Vehicles that are subject to a Manufacturer Program with an Eligible Non-Program
Manufacturer with respect to which no Manufacturer Event of Default has occurred and is continuing) and (b) the average of the aggregate
Adjusted Net Book Value of all Adjusted Program Vehicles, in the case of each of clause (a) and (b) leased under the AESOP I Operating
Lease and the Finance Lease as of the preceding Determination Date and the two Determination Dates precedent thereto.


 


“Monthly Total Principal
Allocation” means for any Related Month the sum of all Series 2017-2 Principal Allocations with respect to such Related Month.


 


“Moody’s Excluded
Manufacturer Amount” means, as of any date of determination, an amount equal to the excess, if any, of (x) 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 over (y) the sum
of the following amounts with respect to each Moody’s Non-Investment Grade Manufacturer as of such date: the product of (i) the
aggregate Net Book Value of any Vehicles subject to a Manufacturer Program from such Manufacturer that have had a Turnback Date but for
which (A) AESOP Leasing or its Permitted Nominee continues to be named as the owner of the Vehicle on the Certificate of Title for such
Vehicle and (B) AESOP Leasing or its agent continues to hold the Certificate of Title for such Vehicle and (ii) the Moody’s Turnback
Vehicle Specified Percentage for such Moody’s Non-Investment Grade Manufacturer as of such date.


 


“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 Series 2017-2 Noteholders with respect to such Moody’s Non-Investment Grade Manufacturer;
provided, however, that as of the Class A/B/C Closing 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 Class A/B/C Closing Date shall be 100%.


 


“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 either (A) a long-term corporate family rating of at least “Baa3” from Moody’s or (B) if such Manufacturer
does not have a long-term corporate family rating from Moody’s as of such date, a long-term senior unsecured debt rating of at least
“Ba1” from Moody’s; provided, however, that any Manufacturer whose long-term corporate family rating is
downgraded from at least “Baa3” to below “Baa3” by Moody’s or whose long-term senior unsecured debt rating
is downgraded from


 






    	 	21	 



    
 


    

 


at least “Ba1” to below “Ba1” by Moody’s, as applicable, after the Class A/B/C Closing
Date shall not be deemed a Moody’s Non-Investment Grade Manufacturer until the thirtieth (30th) calendar day following such downgrade.


 


“Moody’s Turnback
Vehicle Specified Percentage” means, as of any date of determination: (i) with respect to each Moody’s Non-Investment
Grade Manufacturer that has a long-term corporate family rating from Moody’s on such date of determination of at least “Ba3”
(or, if such Moody’s Non-Investment Grade Manufacturer does not have a long-term corporate family rating from Moody’s as of
such date, a long-term senior unsecured debt rating of at least “B1”), 65%; (ii) with respect to each Moody’s Non-Investment
Grade Manufacturer that has a long-term corporate family rating from Moody’s on such date of determination of at least “B3”
but less than “Ba3” (or, if such Moody’s Non-Investment Grade Manufacturer does not have a long-term corporate family
rating from Moody’s as of such date, a long-term senior unsecured debt rating of at least “Caa1” but less than “B1”),
25%; and (iii) with respect to any other Moody’s Non-Investment Grade Manufacturer, 0%; provided, however, that any
Manufacturer whose long-term corporate family rating or long-term senior unsecured debt rating from Moody’s is downgraded after
the Class A/B/C Closing Date shall be deemed to retain its long-term corporate family rating or long-term senior unsecured debt rating,
as applicable, from Moody’s in effect immediately prior to such downgrade until the thirtieth (30th) calendar day following
such downgrade.


 


“Optional Repurchase”
is defined in Section 5.1(b).


 


“Optional Repurchase
Distribution Date” is defined in Section 5.1(b).


 


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


 


“Permanent Global Class
A Note” is defined in Section 4.2.


 


“Permanent Global Class
B Note” is defined in Section 4.2.


 


“Permanent Global Class
C Note” is defined in Section 4.2.


 


“Permanent Global Class
D Note” is defined in Section 4.2.


 


“Permanent Global Class
R Note” is defined in Section 4.2.


 


“Permanent Global Series
2017-2 Notes” is defined in Section 4.2.


 


“Pre-Preference Period
Demand Note Payments” means, as of any date of determination, the aggregate amount of all proceeds of demands made on the Series
2017-2 Demand Notes included in the Series 2017-2 Demand Note Payment Amount as of the Series 2017-2 Letter of Credit Termination Date
that were paid by the Demand Note Issuers more than one year before such date of determination; provided, however, that
if an Event of Bankruptcy (or the occurrence of an event described in clause (a) of the definition thereof, without the lapse of a period
of sixty (60) consecutive days) with respect to a Demand Note Issuer occurs during such one-year period, (x) the Pre-Preference Period
Demand Note Payments as of any date during the period from and including the date of the occurrence of such Event of Bankruptcy to and
including


 






    	 	22	 



    
 


    

 


the conclusion or dismissal of the proceedings giving rise to such Event of Bankruptcy without continuing jurisdiction by the
court in such proceedings shall equal the Pre-Preference Period Demand Note Payments as of the date of such occurrence for all Demand
Note Issuers and (y) the Pre-Preference Period Demand Note Payments as of any date after the conclusion or dismissal of such proceedings
shall equal the Series 2017-2 Demand Note Payment Amount as of the date of the conclusion or dismissal of such proceedings.


 


“Prior Supplement”
is defined in the preamble hereto.


 


“Proposed Class D Notes”
has the meaning set forth in Section 5.15.


 


“Reinvestment Yield”
means, with respect to any Remaining Distribution Amount, the sum of (i) 0.25% and (ii) the greater of (x) 0% and (y) the U.S. Treasury
Rate with respect to such Remaining Distribution Amount.


 


“Remaining Distribution
Amount” means, with respect to each Applicable Distribution Date, the sum of (i) the sum of (x) an amount equal to the Class
A Controlled Amortization Amount with respect to the Related Month immediately preceding such Applicable Distribution Date (or, if the
Optional Repurchase Distribution Date occurs after the October 2022 Distribution Date, the Class A Controlled Distribution Amount with
respect to the Related Month preceding the first such Applicable Distribution Date) and (y) the interest that will accrue on such amount
from the Optional Repurchase Distribution Date to such Applicable Distribution Date at the Class A Note Rate, (ii) the sum of (x) an amount
equal to the Class B Controlled Amortization Amount with respect to the Related Month immediately preceding such Applicable Distribution
Date (or, if the Optional Repurchase Distribution Date occurs after the October 2022 Distribution Date, the Class B Controlled Distribution
Amount with respect to the Related Month preceding the first such Applicable Distribution Date) and (y) the interest that will accrue
on such amount from the Optional Repurchase Distribution Date to such Applicable Distribution Date at the Class B Note Rate, (iii) the
sum of (x) an amount equal to the Class C Controlled Amortization Amount with respect to the Related Month immediately preceding such
Applicable Distribution Date (or, if the Optional Repurchase Distribution Date occurs after the October 2022 Distribution Date, the Class
C Controlled Distribution Amount with respect to the Related Month preceding the first such Applicable Distribution Date) and (y) the
interest that will accrue on such amount from the Optional Repurchase Distribution Date to such Applicable Distribution Date at the Class
C Note Rate and (iv) the sum of (x) an amount equal to the Class R Controlled Amortization Amount with respect to the Related Month immediately
preceding such Applicable Distribution Date (or, if the Optional Repurchase Distribution Date occurs after the October 2022 Distribution
Date, the Class R Controlled Amortization Amount with respect to the Related Month preceding the first such Applicable Distribution Date)
and (y) the interest that will accrue on such amount from the Optional Repurchase Distribution Date to such Applicable Distribution Date
at the Class R Note Rate.


 


“Required Controlling
Class Series 2017-2 Noteholders” means (i) for so long as any Class A Notes are outstanding, Class A Noteholders holding more
than 50% of the Class A Invested Amount, (ii) if no Class A Notes are outstanding and for so long as any Class B Notes are outstanding,
Class B Noteholders holding more than 50% of the Class B Invested Amount, (iii) if no Class A Notes or Class B Notes are outstanding,
Class C Noteholders holding more than 50% of the Class C Invested Amount, (iv) if no Class A Notes, Class B Notes or Class C Notes are
outstanding, Class D Noteholders holding more than 50% of the Class D Invested Amount (excluding, for the purpose of making any of the
foregoing calculations, any Series 2017-2 Notes held by ABCR or any Affiliate of ABCR unless ABCR or such Affiliate is the sole Series
2017-2 Noteholder) and (v) if no Class A Notes, Class B Notes, Class C Notes or Class D Notes are outstanding, Class R Noteholders holding
more than 50%


 






    	 	23	 



    
 


    

 


Class R Invested Amount (excluding, for the purpose of making any of the foregoing calculations, any Series 2017-2 Notes
held by ABCR or any Affiliate of ABCR unless ABCR or such Affiliate is the sole Series 2017-2 Noteholder).


 


“Requisite Series 2017-2
Noteholders” means Series 2017-2 Noteholders holding, in the aggregate, more than 50% of the Series 2017-2 Invested Amount (excluding,
for the purpose of making the foregoing calculation (x) for all purposes, any Series 2017-2 Notes held by ABCR or any Affiliate of ABCR
unless ABCR is the sole Series 2017-2 Noteholder and (y) for so long as any Class A Notes, the Class B Notes, or the Class C Notes are
outstanding, any Class D Notes).


 


“Restricted Global
Class A Note” is defined in Section 4.1.


 


“Restricted Global
Class B Note” is defined in Section 4.1.


 


“Restricted Global
Class C Note” is defined in Section 4.1.


 


“Restricted Global
Class D Note” is defined in Section 4.1.


 


“Restricted Global
Class R Note” is defined in Section 4.1.


 


“Selected Fleet Market
Value” means, with respect to all Adjusted Program Vehicles and all Non-Program Vehicles (excluding (i) any Unaccepted Program
Vehicles, (ii) any Excluded Redesignated Vehicles and (iii) any other Non-Program Vehicles that are subject to a Manufacturer Program
with an Eligible Non-Program Manufacturer with respect to which no Manufacturer Event of Default has occurred and is continuing) as of
any date of determination, the sum of the respective Market Values of each such Adjusted Program Vehicle and each such Non-Program Vehicle,
in each case subject to the AESOP I Operating Lease or the Finance Lease as of such date. For purposes of computing the Selected Fleet
Market Value, the “Market Value” of an Adjusted Program Vehicle or a Non-Program Vehicle means the market value of such Vehicle
as specified in the most recently published NADA Guide for the model class and model year of such Vehicle based on the average equipment
and the average mileage of each Vehicle of such model class and model year then leased under the AESOP I Operating Lease and the Finance
Lease; provided, however, 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


 






    	 	24	 



    
 


    

 


provided, further, that if the Finance Guide is not being published,
the Market Value of such Vehicle shall be based on an independent third-party data source selected by the Administrator and approved by
each Rating Agency that is rating any Series of Notes at the request of ABRCF based on the average equipment and average mileage of each
Vehicle of such model class and model year then leased under the AESOP I Operating Lease or the Finance Lease; provided, further,
that if no such third-party data source or methodology shall have been so approved or any such third-party data source or methodology
is not available, the Market Value of such Vehicle shall be equal to a reasonable estimate of the wholesale market value of such Vehicle
as determined by the Administrator, based on the Net Book Value of such Vehicle and any other factors deemed relevant by the Administrator.


 


“Series 2010-6 Notes”
means the Series of Notes designated as the Series 2010-6 Notes.


 


“Series 2011-4 Notes”
means the Series of Notes designated as the Series 2011-4 Notes.


 


“Series 2015-3 Notes”
means the Series of Notes designated as the Series 2015-3 Notes.


 


“Series 2017-1 Notes”
means the Series of Notes designated as the Series 2017-1 Notes.


 


“Series 2017-2 Accounts”
means each of the Series 2017-2 Distribution Account, the Class A/B/C Reserve Account, the Class D Reserve Account, the Series 2017-2
Collection Account, the Series 2017-2 Excess Collection Account and the Series 2017-2 Accrued Interest Account.


 


“Series 2017-2 Accrued
Interest Account” is defined in Section 2.1(b).


 


“Series 2017-2 AESOP
I Operating Lease Loan Agreement Borrowing Base” means, as of any date of determination, the product of (a) the Series 2017-2
AESOP I Operating Lease Vehicle Percentage as of such date and (b) the excess of (i) the AESOP I Operating Lease Loan Agreement Borrowing
Base as of such date over (ii) the Excluded Manufacturer Amount as of such date.


 


“Series 2017-2 AESOP
I Operating Lease Vehicle Percentage” means, as of any date of determination, a fraction, expressed as a percentage (which percentage
shall never exceed 100%), the numerator of which is the Series 2017-2 Required AESOP I Operating Lease Vehicle Amount as of such date
and the denominator of which is the sum of the Required AESOP I Operating Lease Vehicle Amounts for all Series of Notes as of such date.


 


“Series 2017-2 Agent”
is defined in the recitals hereto.


 


“Series 2017-2 Allocated
Cash Amount” means, as of any date of determination, an amount equal to (x) all cash on deposit in the Collection Account as
of such date times (y) the Series 2017-2 Invested Percentage (calculated with respect to Principal Collections) as of such date.


 






    	 	25	 



    
 


    

 


“Series 2017-2 Cash
Collateral Accounts” means, together, the Class A/B/C Cash Collateral Account and the Class D Cash Collateral Account.


 


“Series 2017-2 Collateral”
means the Collateral, each Series 2017-2 Letter of Credit, each Series 2017-2 Demand Note, the Series 2017-2 Distribution Account Collateral,
the Class A/B/C Cash Collateral Account, the Class D Cash Collateral Account Collateral, the Class A/B/C Reserve Account Collateral and
the Class D Reserve Account Collateral.


 


“Series 2017-2 Collection
Account” is defined in Section 2.1(b).


 


“Series 2017-2 Controlled
Amortization Period” means the period commencing upon the close of business on August 31, 2022 (or, if such day is not a Business
Day, the Business Day immediately preceding such day) and continuing to the earliest of (i) the commencement of the Series 2017-2 Rapid
Amortization Period, (ii) the date on which the Series 2017-2 Notes are fully paid and (iii) the termination of the Indenture.


 


“Series 2017-2 DBRS
Highest Enhanced Vehicle Percentage” means, as of any date of determination, a fraction, expressed as a percentage, (a) the
numerator of which is the aggregate Net Book Value of all Vehicles leased under the AESOP I Operating Lease that were manufactured by
a Manufacturer that does not have a long-term senior unsecured debt rating from DBRS (or, if such Manufacturer is not rated by DBRS, a
DBRS Equivalent Rating) of at least “BBB (low)” as of such date and (b) the denominator of which is the aggregate Net Book
Value of all Vehicles leased under the AESOP I Operating Lease as of such date.


 


“Series 2017-2 DBRS
Highest Enhancement Rate” means, as of any date of determination, the sum of (a) 27.00% and (b) the highest, for any calendar
month within the preceding twelve (12) 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 2017-2 DBRS
Intermediate Enhanced Vehicle Percentage” means, as of any date of determination, 100% minus the sum of (a) the Series 2017-2
DBRS Lowest Enhanced Vehicle Percentage and (b) the Series 2017-2 DBRS Highest Enhanced Vehicle Percentage.


 


“Series 2017-2 DBRS
Intermediate Enhancement Rate” means, as of any date of determination, the sum of (a) 21.00% and (b) the highest, for any calendar
month within the preceding twelve (12) 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 2017-2 DBRS
Lowest Enhanced Vehicle Percentage” means, as of any date of determination, a fraction, expressed as a percentage, (a) the numerator
of which is the sum, without duplication, of (1) the aggregate Net Book Value of all Program Vehicles leased under the


 






    	 	26	 



    
 


    

 


AESOP I Operating
Lease that are manufactured by Eligible Program Manufacturers having long-term senior unsecured debt ratings from DBRS (or, with respect
to any Manufacturer that is not rated by DBRS, a DBRS Equivalent Rating) of “BBB (low)” or higher as of such date, and (2)
so long as any Eligible Non-Program Manufacturer has a long-term senior unsecured debt rating from DBRS (or, if any such Manufacturer
is not rated by DBRS, a DBRS Equivalent Rating) of “BBB (low)” or higher 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) the denominator of which is the aggregate Net Book Value of all
Vehicles leased under the AESOP I Operating Lease as of such date.


 


“Series 2017-2 DBRS
Lowest Enhancement Rate” means, as of any date of determination, 10.00%.


 


“Series 2017-2 DBRS
Required Enhancement Amount” means, as of any date of determination, the product of (i) the Series 2017-2 DBRS Required Enhancement
Percentage as of such date and (ii) the Class A/B/C Invested Amount as of such date.


 


“Series 2017-2 DBRS
Required Enhancement Percentage” means, as of any date of determination, the sum of (i) the product of (A) the Series 2017-2
DBRS Lowest Enhancement Rate as of such date and (B) the Series 2017-2 DBRS Lowest Enhanced Vehicle Percentage as of such date, (ii) the
product of (A) the Series 2017-2 DBRS Intermediate Enhancement Rate as of such date and (B) the Series 2017-2 DBRS Intermediate Enhanced
Vehicle Percentage as of such date, and (iii) the product of (A) the Series 2017-2 DBRS Highest Enhancement Rate as of such date and (B)
the Series 2017-2 DBRS Highest Enhanced Vehicle Percentage as of such date.


 


“Series 2017-2 Demand
Note” means each demand note made by a Demand Note Issuer, substantially in the form of Exhibit F, as amended, modified
or restated from time to time.


 


“Series 2017-2 Demand
Note Payment Amount” means, as of the Series 2017-2 Letter of Credit Termination Date, the aggregate amount of all proceeds
of demands made on the Series 2017-2 Demand Notes pursuant to Section 2.5(c)(i), (d)(i) or (e)(i) that were deposited into the Series
2017-2 Distribution Account and paid to the Series 2017-2 Noteholders during the one year period ending on the Series 2017-2 Letter of
Credit Termination Date; provided, however, that if an Event of Bankruptcy (or the occurrence of an event described in clause
(a) of the definition thereof, without the lapse of a period of sixty (60) consecutive days) with respect to a Demand Note Issuer shall
have occurred during such one year period, the Series 2017-2 Demand Note Payment Amount as of the Series 2017-2 Letter of Credit Termination
Date shall equal the Series 2017-2 Demand Note Payment Amount as if it were calculated as of the date of such occurrence.


 


“Series 2017-2 Deposit
Date” is defined in Section 2.2.


 


“Series 2017-2 Distribution
Account” is defined in Section 2.9(a).


 


“Series 2017-2 Distribution
Account Collateral” is defined in Section 2.9(d).


 






    	 	27	 



    
 


    

 


“Series 2017-2 Eligible
Letter of Credit Provider” means a Person satisfactory to ABCR and the Demand Note Issuers and having, at the time of the issuance
of the related Series 2017-2 Letter of Credit, a long-term senior unsecured debt rating (or the equivalent thereof) of at least “A1”
from Moody’s, at least “A (high)” from DBRS and at least “A+” from Fitch and a short term senior unsecured
debt rating of at least “P-1” from Moody’s, at least “R-1” from DBRS and at least “F1” from
Fitch that is (a) a commercial bank having total assets in excess of $500,000,000, (b) a finance company, insurance company or other financial
institution that in the ordinary course of business issues letters of credit and has total assets in excess of $200,000,000 or (c) any
other financial institution; provided, however, that if a Person is not a Series 2017-2 Letter of Credit Provider (or a
letter of credit provider under the Supplement for any other Series of Notes), then such Person shall not be a Series 2017-2 Eligible
Letter of Credit Provider until ABRCF has provided ten (10) days’ prior notice to the Rating Agencies that such Person has been
proposed as a Series 2017-2 Letter of Credit Provider.


 


“Series 2017-2 Enhancement”
means the Class A/B/C Cash Collateral Account Collateral, the Class D Cash Collateral Account Collateral, the Class A/B/C Letters of Credit,
the Class D Letters of Credit, the Series 2017-2 Demand Notes, the Class D Overcollateralization Amount and the Class A/B/C Required Reserve
Account Amount.


 


“Series 2017-2 Enhancement
Deficiency” means a Class A/B/C Enhancement Deficiency or a Class D Enhancement Deficiency.


 


“Series 2017-2 Excess
Collection Account” is defined in Section 2.1(b).


 


“Series 2017-2 Expected
Final Distribution Date” means the March 2023 Distribution Date.


 


“Series 2017-2 Final
Distribution Date” means the March 2024 Distribution Date.


 


“Series 2017-2 Interest
Period” means a period commencing on and including a Distribution Date and ending on and including the day preceding the next
succeeding Distribution Date; provided, however, that (x) the initial Series 2017-2 Interest Period with respect to the
Class A Notes, the Class B Notes and the Class C Notes commenced on and included the Class A/B/C Closing Date and ended on and included
January 19, 2018 and (y) the initial Series 2017-2 Interest Period with respect to the Class D Notes shall commence on and include the
Class D Closing Date and shall end on and include June 19, 2022.


 


“Series 2017-2 Invested
Amount” means, as of any date of determination, the sum of the Class A Invested Amount as of such date, the Class B Invested
Amount as of such date, the Class C Invested Amount as of such date, the Class D Invested Amount as of such date and the Class R Invested
Amount as of such date.


 


“Series 2017-2 Invested
Percentage” means as of any date of determination:


 


(a) when used with respect to
Principal Collections, the percentage equivalent (which percentage shall never exceed 100%) of a fraction, the numerator of which shall
be equal to the greater of (x) the sum of the Class A/B/C Invested Amount and the Class A/B/C Overcollateralization Amount and (y) the
Series 2017-2 Invested Amount and the Class D


 






    	 	28	 



    
 


    

 


Overcollateralization Amount, determined during the Series 2017-2 Revolving Period as of
the end of the Related Month (or, until the end of the Related Month during which the Class D Notes Closing Date occurs, on the Class
D Notes Closing Date), or, during the Series 2017-2 Controlled Amortization Period and the Series 2017-2 Rapid Amortization Period, as
of the end of the Series 2017-2 Revolving Period, and the denominator of which shall be the greater of (I) the Aggregate Asset Amount
as of the end of the Related Month or, until the end of the initial Related Month, as of the Class A/B/C Closing Date, and (II) as of
the same date as in clause (I), the sum of the numerators used to determine the invested percentages for allocations with respect to Principal
Collections (for all Series of Notes and all classes of such Series of Notes); 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 2017-2 Notes on such date of determination, and the denominator of which shall be the
aggregate Accrued Amounts with respect to all Series of Notes on such date of determination.


 


“Series 2017-2 Lease
Interest Payment Deficit” means, on any Distribution Date, an amount equal to the excess, if any, of (1) the excess, if any,
of (a) the aggregate amount of Interest Collections which pursuant to Section 2.2(a), (b), (c) or (d) would have been allocated to the
Series 2017-2 Accrued Interest Account if all payments of Monthly Base Rent required to have been made under the Leases from and excluding
the preceding Distribution Date to and including such Distribution Date were made in full over (b) the aggregate amount of Interest Collections
which pursuant to Section 2.2(a), (b), (c) or (d) have been allocated to the Series 2017-2 Accrued Interest Account (excluding any amounts
paid into the Series 2017-2 Accrued Interest Account pursuant to the proviso in Sections 2.2(c)(ii) and/or 2.2(d)(ii)) from and excluding
the preceding Distribution Date to and including the Business Day immediately preceding such Distribution Date over (2) the Class R Monthly
Interest with respect to the Series 2017-2 Interest Period ended on the day preceding such Distribution Date.


 


“Series 2017-2 Lease
Payment Deficit” means either a Series 2017-2 Lease Interest Payment Deficit or a Series 2017-2 Lease Principal Payment Deficit.


 


“Series 2017-2 Lease
Principal Payment Carryover Deficit” means (a) for the initial Distribution Date, zero and (b) for any other Distribution Date,
the excess of (x) the Series 2017-2 Lease Principal Payment Deficit, if any, on the preceding Distribution Date over (y) the amount
deposited in the Distribution Account on such preceding Distribution Date pursuant to Section 2.5(b) on account of such Series 2017-2
Lease Principal Payment Deficit.


 


“Series 2017-2 Lease
Principal Payment Deficit” means on any Distribution Date, the sum of (a) the Series 2017-2 Monthly Lease Principal Payment
Deficit for such Distribution Date and (b) the Series 2017-2 Lease Principal Payment Carryover Deficit for such Distribution Date.


 


“Series 2017-2 Letter
of Credit” means a Class A/B/C Letter of Credit or a Class D Letter of Credit, as the context may require.


 






    	 	29	 



    
 


    

 


“Series 2017-2 Letter
of Credit Liquidity Amount” means, as of any date of determination, the sum of (a) the Class A/B/C Letter of Credit Liquidity
Amount on such date and (b) the Class D Letter of Credit Liquidity Amount on such date.


 


“Series 2017-2 Letter
of Credit Provider” means the issuer of a Series 2017-2 Letter of Credit.


 


“Series 2017-2 Letter
of Credit Termination Date” means the first to occur of (a) the date on which the Series 2017-2 Notes are fully paid and
(b) the Series 2017-2 Termination Date.


 


“Series 2017-2 Limited
Liquidation Event of Default” means, so long as such event or condition continues, any event or condition of the type specified
in clauses (a) through (g) of Article III; provided, however, that any event or condition of the type specified in clauses
(a) through (g) of Article III shall not constitute a Series 2017-2 Limited Liquidation Event of Default if the Trustee shall have received
the written consent of the Requisite Series 2017-2 Noteholders waiving the occurrence of such Series 2017-2 Limited Liquidation Event
of Default. The Trustee shall promptly (but in any event within two (2) days) provide the Rating Agencies with written notice of such
waiver.


 


“Series 2017-2 Monthly
Lease Principal Payment Deficit” means, on any Distribution Date, an amount equal to the excess, if any, of (1) the excess,
if any, of (a) the aggregate amount of Principal Collections which pursuant to Section 2.2(a), (b), (c) or (d) would have been allocated
to the Series 2017-2 Collection Account if all payments required to have been made under the Leases from and excluding the preceding Distribution
Date to and including such Distribution Date were made in full over (b) the aggregate amount of Principal Collections which pursuant to
Section 2.2(a), (b), (c) or (d) have been allocated to the Series 2017-2 Collection Account (without giving effect to any amounts
paid into the Series 2017-2 Accrued Interest Account pursuant to the proviso in Sections 2.2(c)(ii) and/or 2.2(d)(ii)) from and excluding
the preceding Distribution Date to and including the Business Day immediately preceding such Distribution Date over (2) the principal
due and payable with respect to the Class R Notes on such Distribution Date.


 


“Series 2017-2 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 aggregate Net Book Value of all Vehicles (other than “medium duty” and “heavy duty”
trucks) leased under the AESOP I Operating Lease that are either not subject to a Manufacturer Program or not eligible for repurchase
under a Manufacturer Program as of such date and (b) the denominator of which is the aggregate Net Book Value of all Vehicles leased under
the AESOP I Operating Lease as of such date.


 


“Series 2017-2 Moody’s
Highest Enhancement Rate” means, as of any date of determination, the sum of (a) 22.00% (with respect to calculating the Class
D Required Enhancement Amount) or 21.75% (with respect to calculating the Class A/B/C Required Enhancement Amount), (b) the greater of
(x) the highest for any calendar month within the preceding 12 calendar months, an amount (not less than zero) equal to 100% minus
the Measurement Month Average for the immediately preceding Measurement Month and (y) (i) with respect to calculating the Class A/B/C
Required Enhancement Amount, the highest for any


 






    	 	30	 



    
 


    

 


calendar month within the preceding 12 calendar months and (ii) with respect to calculating
the Class D Required Enhancement Amount, the highest for any calendar month within the preceding 3 calendar months, of 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) and (c) with respect to calculating the Class D Required
Enhancement Amount only, if (x) the Non-Program Vehicle Amount is less than or equal to the Class D Maximum Non-Program Vehicle Amount
as of such date of determination, 0.00%, (y) the Non-Program Vehicle Amount exceeds the Class D Maximum Non-Program Vehicle Amount as
of such date of determination but is less than or equal to 87.5% of the aggregate Net Book Value of all Vehicles leased under the Leases
as of such date of determination, 0.50% and (z) the Non-Program Vehicle Amount is greater than 87.5% of the aggregate Net Book Value
of all Vehicles leased under the Leases as of such date of determination, 1.00%.


 


“Series 2017-2 Moody’s
Intermediate Enhanced Vehicle Percentage” means, as of any date of determination, 100% minus the sum of (a) the Series
2017-2 Moody’s Lowest Enhanced Vehicle Percentage, (b) the Series 2017-2 Moody’s Highest Enhanced Vehicle Percentage and (c)
the Series 2017-2 Moody’s Trucks Percentage.


 


“Series 2017-2 Moody’s
Intermediate Enhancement Rate” means, as of any date of determination, 16.80% (with respect to calculating the Class D Required
Enhancement Amount) or 16.75% (with respect to calculating the Class A/B/C Required Enhancement Amount).


 


“Series 2017-2 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 aggregate Net Book Value of all Program Vehicles (other than “medium duty”
and “heavy duty” trucks) leased under the AESOP I Operating Lease that are manufactured by Eligible Program Manufacturers
having a long-term corporate family rating of “Baa3” or higher from Moody’s as of such date (or, if any Eligible Program
Manufacturer does not have a long-term corporate family rating from Moody’s as of such date, a long-term senior unsecured debt rating
of at least “Ba1” from Moody’s as of such date), and (2) so long as any Eligible Non-Program Manufacturer has a long-term
corporate family rating of “Baa3” or higher from Moody’s as of such date (or, if any Eligible Non-Program Manufacturer
does not have a long-term corporate family rating from Moody’s as of such date, a long-term senior unsecured debt rating of at least
“Ba1” from Moody’s as of such date) 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 (other than “medium duty”
and “heavy duty” trucks) 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) the denominator of which
is the aggregate Net Book Value of all Vehicles leased under the AESOP I Operating Lease as of such date.


 


“Series 2017-2 Moody’s
Lowest Enhancement Rate” means, as of any date of determination, 13.50% (with respect to calculating the Class D Required Enhancement
Amount) or 13.50% (with respect to calculating the Class A/B/C Required Enhancement Amount).


 


“Series 2017-2 Moody’s
Required Enhancement Amount” means, as of any date of determination, the product of (i) the applicable Series 2017-2 Moody’s
Required Enhancement


 






    	 	31	 



    
 


    

 


Percentage as of such date and (ii) an amount equal to (x) with respect to calculating the Class A/B/C Required Enhancement
Amount, the sum of (1) the Class A Invested Amount, (2) the Class B Invested Amount and (3) the Class C Invested Amount, in each case
as of such date and (y) with respect to calculating the Class D Required Enhancement Amount, the Series 2017-2 Senior Invested Amount
minus the Series 2017-2 Allocated Cash Amount.


 


“Series 2017-2 Moody’s
Required Enhancement Percentage” means, as of any date of determination, the sum of (i) the product of (A) the Series 2017-2
Moody’s Lowest Enhancement Rate as of such date and (B) the Series 2017-2 Moody’s Lowest Enhanced Vehicle Percentage as of
such date, (ii) the product of (A) the Series 2017-2 Moody’s Intermediate Enhancement Rate as of such date and (B) the Series 2017-2
Moody’s Intermediate Enhanced Vehicle Percentage as of such date, (iii) the product of (A) the Series 2017-2 Moody’s Highest
Enhancement Rate as of such date and (B) the Series 2017-2 Moody’s Highest Enhanced Vehicle Percentage as of such date and (iv)
the product of (A) the Series 2017-2 Moody’s Trucks Enhancement Rate as of such date and (B) the Series 2017-2 Moody’s Trucks
Percentage as of such date.


 


“Series 2017-2 Moody’s
Trucks Percentage” means, as of any date of determination, a fraction, expressed as a percentage, (a) the numerator of which
is the aggregate Net Book Value of all Vehicles leased under the AESOP I Operating Lease that are that are “medium duty” or
“heavy duty” trucks as of such date and (b) the denominator of which is the aggregate Net Book Value of all Vehicles leased
under the AESOP I Operating Lease as of such date.


 


“Series 2017-2 Moody’s
Trucks Enhancement Rate” means, as of any date of determination, 48.00%.


 


“Series 2017-2 Note
Owner” means each beneficial owner of a Series 2017-2 Note.


 


“Series 2017-2 Noteholder”
means any Class A Noteholder, any Class B Noteholder, any Class C Noteholder, any Class D Noteholder or any Class R Noteholder.


 


“Series 2017-2 Notes”
means, collectively, the Class A Notes, the Class B Notes, the Class C Notes, the Class D Notes, and the Class R Notes.


 


“Series 2017-2 Past
Due Rent Payment” is defined in Section 2.2(g).


 


“Series 2017-2 Percentage”
means, as of any date of determination, a fraction, expressed as a percentage, the numerator of which is the Series 2017-2 Invested Amount
as of such date and the denominator of which is the Aggregate Invested Amount as of such date.


 


“Series 2017-2 Principal
Allocation” is defined in Section 2.2(a)(ii).


 


“Series 2017-2 Rapid
Amortization Period” means the period beginning at the close of business on the Business Day immediately preceding the day on
which an Amortization Event is deemed to have occurred with respect to the Series 2017-2 Notes and ending upon the earliest to occur of
(i) the date on which the Series 2017-2 Notes are fully paid, (ii) the Series 2017-2 Final Distribution Date and (iii) the termination
of the Indenture.


 






    	 	32	 



    
 


    

 


“Series 2017-2 Reimbursement
Agreement” means any and each agreement providing for the reimbursement of a Series 2017-2 Letter of Credit Provider for draws
under its Series 2017-2 Letter of Credit as the same may be amended, supplemented, restated or otherwise modified from time to time.


 


“Series 2017-2 Repurchase
Amount” is defined in Section 5.1(a).


 


“Series 2017-2 Required
AESOP I Operating Lease Vehicle Amount” means, as of any date of determination, the sum of (i) the Class A/B/C Invested Amount
as of such date and (ii) the greater of (x) the Class A/B/C Required Overcollateralization Amount as of such date and (y) the sum of (A)
the Class D Invested Amount as of such date and (B) the Class D Required Overcollateralization Amount as of such date.


 


“Series 2017-2 Reserve
Accounts” means, together, the Class A/B/C Reserve Account and the Class D Reserve Account.


 


“Series 2017-2 Revolving
Period” means the period from and including the Class A/B/C Closing Date to the earlier of (i) the commencement of the
Series 2017-2 Controlled Amortization Period and (ii) the commencement of the Series 2017-2 Rapid Amortization Period.


 


“Series 2017-2 Senior
Invested Amount” means, on any date, the sum of the Class A Invested Amount on such date, the Class B Invested Amount on such
date, the Class C Invested Amount on such date and the Class D Invested Amount on such date.


 


“Series 2017-2 Senior
Monthly Interest” means, with respect to any Distribution Date, the sum of the Class A Monthly Interest, the Class B Monthly
Interest, the Class C Monthly Interest and the Class D Monthly Interest, in each case with respect to the Series 2017-2 Interest Period
ended on the day preceding such Distribution Date.


 


“Series 2017-2 Senior
Notes” means, collectively, the Class A Notes, the Class B Notes, the Class C Notes and the Class D Notes.


 


“Series 2017-2 Shortfall”
means, on any Distribution Date, the sum of the Class A Shortfall, the Class B Shortfall, the Class C Shortfall and the Class D Shortfall
on such Distribution Date.


 


“Series 2017-2 Termination
Date” means the March 2024 Distribution Date.


 


“Series 2017-2 Trustee’s
Fees” means, for any Distribution Date during the Series 2017-2 Rapid Amortization Period on which there exists a Series 2017-2
Lease Interest Payment Deficit, a portion of the fees payable to the Trustee in an amount equal to the product of (i) the Series 2017-2
Percentage as of the beginning of the Series 2017-2 Interest Period ending on the day preceding such Distribution Date and (ii) the fees
owing to the Trustee under the Base Indenture; provided, however, that the Series 2017-2 Trustee’s Fees in the aggregate
for all Distribution Dates shall not exceed 1.1% of the Series 2017-2 Required AESOP I Operating Lease Vehicle Amount as of the last day
of the Series 2017-2 Revolving Period.


 






    	 	33	 



    
 


    

 


“Series 2018-1 Notes”
means the Series of Notes designated as the Series 2018-1 Notes.


 


“Series 2018-2 Notes”
means the Series of Notes designated as the Series 2018-2 Notes.


 


“Series 2019-2 Notes”
means the Series of Notes designated as the Series 2019-2 Notes.


 


“Series 2019-3 Notes”
means the Series of Notes designated as the Series 2019-3 Notes.


 


“Series 2020-1 Notes”
means the Series of Notes designated as the Series 2020-1 Notes.


 


“Series 2020-2 Notes”
means the Series of Notes designated as the Series 2020-2 Notes.


 


“Series 2021-1 Notes”
means the Series of Notes designated as the Series 2021-1 Notes.


 


“Series 2021-2 Notes”
means the Series of Notes designated as the Series 2021-2 Notes.


 


“Series 2022-1 Notes”
means the Series of Notes designated as the Series 2022-1 Notes.


 


“Springing Amendment
Condition (Non-Perfected Lien)” means a condition that will be satisfied if ABRCF confirms to the Trustee in writing that is
has implemented, in accordance with the terms of the Related Documents, the amendments set forth in Exhibits J-1, J-2, K-1,
K-2, L-1, L-2, M-1, M-2, N-1, N-2, O and R that ABRCF has determined are
required to remove the limitations in the Related Documents related to Vehicles titled in Ohio, Oklahoma and Nebraska (the liens on which
may not perfected) and replace such references with limitations that would allow a limited amount of Vehicles titled anywhere in the United
States to be subject to liens that are not perfected.


 


“Springing Amendment
Condition (Trucks)” means a condition that will be satisfied if ABRCF confirms to the Trustee in writing that is has implemented,
in accordance with the terms of the Related Documents, the amendments set forth in Exhibits J-1, J-2, K-1, K-2,
L-1, L-2, M-1, M-2, N-1, N-2, O and R that ABRCF has determined are required to
allow for “medium duty” and “heavy duty” trucks to be considered an “Eligible Vehicle” under the Base
Indenture. “Supplement” is defined in the preamble hereto.


 


“Temporary Global Class
A Note” is defined in Section 4.2.


 


“Temporary Global Class
B Note” is defined in Section 4.2.


 


“Temporary Global Class
C Note” is defined in Section 4.2.


 






    	 	34	 



    
 


    

 


“Temporary Global Class
D Note” is defined in Section 4.2.


 


“Temporary Global Class
R Note” is defined in Section 4.2.


 


“Temporary Global Series
2017-2 Notes” is defined in Section 4.2.


 


“Termination Date Disbursement”
means an amount drawn under a Series 2017-2 Letter of Credit pursuant to a Certificate of Termination Date Demand.


 


“Termination Disbursement”
means an amount drawn under a Series 2017-2 Letter of Credit pursuant to a Certificate of Termination Demand.


 


“Transferee”
has the meaning set forth in Section 5.23(c).


 


“Trustee”
is defined in the recitals hereto.


 


“Unpaid Demand Note
Disbursement” means an amount drawn under a Series 2017-2 Letter of Credit pursuant to a Certificate of Unpaid Demand Note Demand.


 


“U.S. Risk Retention
Rules” means the federal interagency credit risk retention rules, codified at 17 C.F.R. Part 246.


 


“U.S. Treasury Rate”
means, with respect to any Remaining Distribution Amount, a rate determined one Business Day prior to the Optional Repurchase Distribution
Date that is equal to the U.S. Treasury rate on such date (determined by reference to Bloomberg Financial Markets Commodities News) with
a maturity equal to the period from such Optional Repurchase Distribution Date to the Applicable Distribution Date with respect to such
Remaining Distribution Amount (or, if such maturity is unavailable, such rate shall be determined by linear interpolation using the U.S.
Treasury rates with the two closest maturities to such period).


 


(c)       Any
amounts calculated by reference to the Series 2017-2 Invested Amount (or any component thereof) on any date shall, unless otherwise stated,
be calculated after giving effect to any payment of principal made to the applicable Series 2017-2 Noteholders on such date.


 


ARTICLE II



SERIES 2017-2 ALLOCATIONS


 


With respect to the Series
2017-2 Notes, the following shall apply:


 


Section 2.1.         
Establishment of Series 2017-2 Collection Account, Series 2017-2 Excess Collection Account and Series 2017-2 Accrued Interest
Account. (a) All Collections allocable to the Series 2017-2 Notes shall be allocated to the Collection Account.


 


(b)              
The Trustee has created three administrative subaccounts within the Collection Account for the benefit of the Series 2017-2 Noteholders:
the Series 2017-2 Collection Account (such sub-account, the “Series 2017-2 Collection Account”), the Series 2017-2
Excess Collection Account (such sub-account, the “Series 2017-2 Excess Collection Account”) and the


 






    	 	35	 



    
 


    

 


Series 2017-2 Accrued
Interest Account (such sub-account, the “Series 2017-2 Accrued Interest Account”).


 


Section 2.2.         
Allocations with Respect to the Series 2017-2 Notes. The net proceeds from the initial sale of the Class A Notes, Class
B Notes, Class C Notes and Class R Notes were deposited into the Collection Account on the Class A/B/C Closing Date and the net proceeds
from the issuance of Class D Notes and Additional Class R Notes shall be deposited into the Collection Account on the Class D Notes Closing
Date. On each Business Day on which Collections are deposited into the Collection Account (each such date, a “Series 2017-2 Deposit
Date”), the Administrator will direct the Trustee in writing pursuant to the Administration Agreement to allocate all amounts deposited
into the Collection Account in accordance with the provisions of this Section 2.2.


 


(a)              
Allocations of Collections During the Series 2017-2 Revolving Period. During the Series 2017-2 Revolving Period, the Administrator
will direct the Trustee in writing pursuant to the Administration Agreement to allocate, prior to 11:00 a.m. (New York City time)
on each Series 2017-2 Deposit Date, all amounts deposited into the Collection Account as set forth below:


 


(i)                
allocate to the Series 2017-2 Collection Account an amount equal to the Series 2017-2 Invested Percentage (as of such day) of the
aggregate amount of Interest Collections on such day. All such amounts allocated to the Series 2017-2 Collection Account shall be further
allocated to the Series 2017-2 Accrued Interest Account; and


 


(ii)             
allocate to the Series 2017-2 Excess Collection Account an amount equal to the Series 2017-2 Invested Percentage (as of such day)
of the aggregate amount of Principal Collections on such day (for any such day, the “Series 2017-2 Principal Allocation”).


 


(b)              
Allocations of Collections During the Series 2017-2 Controlled Amortization Period. With respect to the Series 2017-2 Controlled
Amortization Period, the Administrator will direct the Trustee in writing pursuant to the Administration Agreement to allocate, prior
to 11:00 a.m. (New York City time) on any Series 2017-2 Deposit Date, all amounts deposited into the Collection Account as set forth below:


 


(i)                
allocate to the Series 2017-2 Collection Account an amount determined as set forth in Section 2.2(a)(i) above for such day, which
amount shall be further allocated to the Series 2017-2 Accrued Interest Account; and


 


(ii)             
allocate to the Series 2017-2 Collection Account an amount equal to the Series 2017-2 Principal Allocation for such day, which
amount shall be used to make principal payments in respect of the Series 2017-2 Notes in accordance with Section 2.5, (A) first, in respect
of the Class A Notes in an amount equal to the Class A Controlled Distribution Amount, (B) second, in respect of the Class B Notes in
an amount equal to the Class B Controlled Distribution Amount, (C) third, in respect of the Class C Notes in an amount equal to the Class
C Controlled Distribution Amount, (D) fourth, in respect of the Class D Notes in an amount equal to the Class D Controlled Distribution
Amount and (E)


 






    	 	36	 



    
 


    

 


fifth, in respect of the Class R Notes in an amount equal to the Class R Controlled Amortization Amount, in each case with
respect to the Related Month; provided, however, that if the Monthly Total Principal Allocation exceeds the sum of the Class
A Controlled Distribution Amount, the Class B Controlled Distribution Amount, the Class C Controlled Distribution Amount, the Class D
Controlled Distribution Amount and the Class R Controlled Amortization Amount, in each case with respect to the Related Month, then the
amount of such excess shall be allocated to the Series 2017-2 Excess Collection Account.


 


(c)              
Allocations of Collections During the Series 2017-2 Rapid Amortization Period. With respect to the Series 2017-2 Rapid Amortization
Period, other than after the occurrence of an Event of Bankruptcy with respect to ABCR, any other Lessee or any Permitted Sublessee, the
Administrator will direct the Trustee in writing pursuant to the Administration Agreement to allocate, prior to 11:00 a.m. (New York
City time) on any Series 2017-2 Deposit Date, all amounts deposited into the Collection Account as set forth below:


 


(i)                
allocate to the Series 2017-2 Collection Account an amount determined as set forth in Section 2.2(a)(i) above for such day, which
amount shall be further allocated to the Series 2017-2 Accrued Interest Account; and


 


(ii)             
allocate to the Series 2017-2 Collection Account an amount equal to the Series 2017-2 Principal Allocation for such day, which
amount shall be used in accordance with Section 2.5 to make principal payments in respect of the Class A Notes until the Class
A Notes have been paid in full, and, after the Class A Notes have been paid in full, shall be used to make principal payments in respect
of the Class B Notes until the Class B Notes have been paid in full, and, after the Class A Notes and Class B Notes have been paid in
full, shall be used to make principal payments in respect of the Class C Notes until the Class C Notes have been paid in full, and,
after the Class A Notes, the Class B Notes, and the Class C Notes have been paid in full, shall be used to make principal payments in
respect of the Class D Notes until the Class D Notes have been paid in full and, after the Class A Notes, the Class B Notes, the Class
C Notes and the Class D Notes have been paid in full (including interest thereon), shall be used to make principal payments in respect
of the Class R Notes until the Class R Notes have been paid in full; provided, however, that if on any Determination Date
(A) the Administrator determines that the amount anticipated to be available from Interest Collections allocable to the Series 2017-2
Notes and other amounts available pursuant to Section 2.3 to pay the sum of (x) the Class A Monthly Interest, the Class B Monthly Interest
and the Class C Monthly Interest on the related Distribution Date, and (y) any unpaid Class A Shortfall, Class B Shortfall and Class C
Shortfall on such Distribution Date (together with interest on such Class A Shortfall, Class B Shortfall and Class C Shortfall), will
be less than the sum of (I) the Class A Monthly Interest for such Distribution Date, (II) the Class B Monthly Interest for such Distribution
Date, (III) the Class C Monthly Interest for such Distribution Date and (IV) such Class A Shortfall, Class B Shortfall and Class C Shortfall
(together with interest thereon) and (B) the Class A/B/C 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 2017-2 Notes during the Related Month
equal to the lesser of such insufficiency and the Class A/B/C Enhancement Amount to the Series 2017-2 Accrued Interest Account to be treated
as Interest Collections on such Distribution Date; provided, further, however,


 


 



    	 	37	 



    
 


    




that if on any Determination Date
with respect to a Distribution Date on which the Class A Notes, the Class B Notes and the Class C Notes will no longer be outstanding
(after giving effect to all anticipated reductions in the Class A Invested Amount, the Class B Invested Amount and the Class C Invested
Amount on such Distribution Date) (A) the Administrator determines that the amount anticipated to be available from Interest Collections
allocable to the Series 2017-2 Notes and other amounts available pursuant to Section 2.3 to pay the sum of (x) the Class D Monthly Interest
on the related Distribution Date and (y) any Class D Shortfall on such Distribution Date (together with interest thereon), will be less
than the sum of (I) the Class D Monthly Interest for such Distribution Date and (II) such Class D Shortfall (together with interest thereon)
and (B) the Class D 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 2017-2 Notes during the Related Month equal to the lesser of such insufficiency
and the Class D Enhancement Amount to the Series 2017-2 Accrued Interest Account to be treated as Interest Collections on such Distribution
Date.


 


(d)              
Allocations of Collections after the Occurrence of an Event of Bankruptcy. After the occurrence of an Event of Bankruptcy
with respect to ABCR, any other Lessee or any Permitted Sublessee, the Administrator 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 2017-2 Deposit Date, all amounts attributable
to the AESOP I Operating Lease Loan Agreement deposited into the Collection Account as set forth below:


 


(i)                
allocate to the Series 2017-2 Collection Account an amount equal to the Series 2017-2 AESOP I Operating Lease Vehicle Percentage
as of the date of the occurrence of such Event of Bankruptcy of the aggregate amount of Interest Collections made under the AESOP I Operating
Lease Loan Agreement for such day. All such amounts allocated to the Series 2017-2 Collection Account shall be further allocated to the
Series 2017-2 Accrued Interest Account; and


 


(ii)             
allocate to the Series 2017-2 Collection Account an amount equal to the Series 2017-2 AESOP I Operating Lease Vehicle Percentage
as of the date of the occurrence of such Event of Bankruptcy of the aggregate amount of Principal Collections made under the AESOP I Operating
Lease Loan Agreement, which amount shall be used in accordance with Section 2.5, to make principal payments in respect of the Class
A Notes until the Class A Notes have been paid in full, and after the Class A Notes have been paid in full shall be used to make principal
payments in respect of the Class B Notes until the Class B Notes have been paid in full, and after the Class A Notes and the Class B Notes
have been paid in full shall be used to make principal payments in respect of the Class C Notes until the Class C Notes have been paid
in full and after the Class A Notes, the Class B Notes and the Class C Notes have been paid in full, shall be used to make principal payments
in respect of the Class D Notes until the Class D Notes have been paid in full and, after the Class A Notes, the Class B Notes, the Class
C Notes and the Class D Notes have been paid in full, shall be used to make principal payments in respect of the Class R Notes until the
Class R Notes have been paid in full; provided, however, that if on any Determination Date (A) the Administrator determines
that the amount anticipated to be available from Interest Collections allocable to the Series 2017-2 Notes and other amounts


 






    	 	38	 



    
 


    

 


available
pursuant to Section 2.3 to pay the sum of (x) the Class A Monthly Interest, the Class B Monthly Interest and the Class C Monthly
Interest on the related Distribution Date, and (y) any unpaid Class A Shortfall, Class B Shortfall and Class C Shortfall on such Distribution
Date (together with interest on such Class A Shortfall, Class B Shortfall and Class C Shortfall), will be less than the sum of (I) the
Class A Monthly Interest for such Distribution Date, (II) the Class B Monthly Interest for such Distribution Date, (III) the Class C Monthly
Interest for such Distribution Date and (IV) such Class A Shortfall, Class B Shortfall and Class C Shortfall (together with interest thereon)
and (B) the Class A/B/C 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 2017-2 Notes during the Related Month equal to the lesser of such insufficiency
and the Class A/B/C Enhancement Amount to the Series 2017-2 Accrued Interest Account to be treated as Interest Collections on such Distribution
Date; provided, further, however, that if on any Determination Date with respect to a Distribution Date on which
the Class A Notes, the Class B Notes and the Class C Notes will no longer be outstanding (after giving effect to all anticipated reductions
in the Class A Invested Amount, the Class B Invested Amount and the Class C Invested Amount on such Distribution Date) (A) the Administrator
determines that, after giving effect to the preceding proviso, the amount anticipated to be available from Interest Collections allocable
to the Series 2017-2 Notes and other amounts available pursuant to Section 2.3 to pay the sum of (x) the Class D Monthly Interest
on the related Distribution Date, and (y) any Class D Shortfall on such Distribution Date (together with interest thereon), will be less
than the sum of (I) the Class D Monthly Interest for such Distribution Date and (II) such Class D Shortfall (together with interest thereon)
and (B) the Class D 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 2017-2 Notes during the Related Month equal to the lesser of such insufficiency
and the Class D Enhancement Amount to the Series 2017-2 Accrued Interest Account to be treated as Interest Collections on such Distribution
Date.


 


(e)              
Series 2017-2 Excess Collection Account. Amounts allocated to the Series 2017-2 Excess Collection Account on any Series
2017-2 Deposit Date will be (v) first, deposited in the Class A/B/C Reserve Account in an amount up to the excess, if any, of the Class
A/B/C Required Reserve Account Amount for such date over the Class A/B/C Available Reserve Account Amount for such date, (w) second, deposited
in the Class D Reserve Account in an amount up to the excess, if any, of the Class D Required Reserve Account Amount for such date over
the Class D Available Reserve Account Amount for such date, (x) third, used to pay the principal amount of other Series of Notes that
are then in amortization, (y) fourth, released to AESOP Leasing in an amount equal to the product of (A) the Loan Agreement’s Share
with respect to the AESOP I Operating Lease Loan Agreement as of such date and (B) 100% minus the Loan Payment Allocation Percentage
with respect to the AESOP I Operating Lease Loan Agreement as of such date and (C) the amount of any remaining funds and (z) fifth, paid
to ABRCF for any use permitted by the Related Documents including to make Loans under the Loan Agreements to the extent the Borrowers
have requested Loans thereunder and Eligible Vehicles are available for financing thereunder; provided, however, that in
the case of clauses (x), (y) and (z), that no Amortization Event, Series 2017-2 Enhancement Deficiency or AESOP I Operating Lease Vehicle
Deficiency would result therefrom or exist immediately thereafter. Upon the occurrence of an Amortization


 






    	 	39	 



    
 


    

Event and once a Trust Officer
has actual knowledge of the Amortization Event, funds on deposit in the Series 2017-2 Excess Collection Account will be withdrawn by the
Trustee, deposited in the Series 2017-2 Collection Account and allocated as Principal Collections to reduce the Series 2017-2 Invested
Amount on the immediately succeeding Distribution Date.


 


(f)               
Allocations From Other Series. Amounts allocated to other Series of Notes that have been reallocated by ABRCF to the Series
2017-2 Notes (i) during the Series 2017-2 Revolving Period shall be allocated to the Series 2017-2 Excess Collection Account and applied
in accordance with Section 2.2(e) and (ii) during the Series 2017-2 Controlled Amortization Period or the Series 2017-2 Rapid Amortization
Period shall be allocated to the Series 2017-2 Collection Account and applied in accordance with Section 2.2(b) or 2.2(c), as applicable,
to make principal payments in respect of the Series 2017-2 Notes.


 


(g)              
Past Due Rent Payments. Notwithstanding the foregoing, if in the case of Section 2.2(a) or (b), after the occurrence of
a Series 2017-2 Lease Payment Deficit, the Lessees shall make payments of Monthly Base Rent or other amounts payable by the Lessees under
the Leases on or prior to the fifth Business Day after the occurrence of such Series 2017-2 Lease Payment Deficit (a “Past Due
Rent Payment”), the Administrator shall direct the Trustee in writing pursuant to the Administration Agreement to allocate to
the Series 2017-2 Collection Account an amount equal to the Series 2017-2 Invested Percentage as of the date of the occurrence of such
Series 2017-2 Lease Payment Deficit of the Collections attributable to such Past Due Rent Payment (the “Series 2017-2 Past Due
Rent Payment”). The Administrator shall instruct the Trustee in writing pursuant to the Administration Agreement to withdraw
from the Series 2017-2 Collection Account and apply the Series 2017-2 Past Due Rent Payment in the following order:


 


(i)                
if the occurrence of such Series 2017-2 Lease Payment Deficit resulted in one or more Lease Deficit Disbursements being made under
the Class A/B/C Letters of Credit, pay to each Series 2017-2 Letter of Credit Provider who made such a Lease Deficit Disbursement under
a Class A/B/C Letter of Credit for application in accordance with the provisions of the applicable Series 2017-2 Reimbursement Agreement
an amount equal to the lesser of (x) the unreimbursed amount of such Series 2017-2 Letter of Credit Provider’s Lease Deficit
Disbursement under a Class A/B/C Letter of Credit and (y) such Series 2017-2 Letter of Credit Provider’s Class A/B/C Pro Rata Share
of the Series 2017-2 Past Due Rent Payment;


 


(ii)             
if the occurrence of such Series 2017-2 Lease Payment Deficit resulted in a withdrawal being made from the Class A/B/C Cash Collateral
Account, deposit in the Class A/B/C Cash Collateral Account an amount equal to the lesser of (x) the amount of the Series 2017-2 Past
Due Rent Payment remaining after any payment pursuant to clause (i) above and (y) the amount withdrawn from the Class A/B/C Cash Collateral
Account on account of such Series 2017-2 Lease Payment Deficit;


 


(iii)           
if the occurrence of such Series 2017-2 Lease Payment Deficit resulted in a withdrawal being made from the Class A/B/C Reserve
Account pursuant to Section 2.3(d), deposit in the Class A/B/C Reserve Account an amount equal to the lesser of (x) the amount of the
Series 2017-2 Past Due Rent Payment remaining after any payments pursuant to clauses (i) and (ii) above and (y) the excess, if any, of
the Class


 






    	 	40	 



    
 


    

A/B/C Required Reserve Account Amount over the Class A/B/C Available Reserve Account Amount on such day;


 


(iv)            
if the occurrence of such Series 2017-2 Lease Payment Deficit resulted in one or more Lease Deficit Disbursements being made under
the Class D Letters of Credit, pay to each Series 2017-2 Letter of Credit Provider who made such a Lease Deficit Disbursement under a
Class D Letter of Credit for application in accordance with the provisions of the applicable Series 2017-2 Reimbursement Agreement an
amount equal to the lesser of (x) the unreimbursed amount of such Series 2017-2 Letter of Credit Provider’s Lease Deficit Disbursement
under a Class D Letter of Credit and (y) such Series 2017-2 Letter of Credit Provider’s Class D Pro Rata Share of the amount of
the Series 2017-2 Past Due Rent Payment remaining after any payment pursuant to clauses (i) through (iii) above


 


(v)              
if the occurrence of such Series 2017-2 Lease Payment Deficit resulted in a withdrawal being made from the Class D Cash Collateral
Account, deposit in the Class D Cash Collateral Account an amount equal to the lesser of (x) the amount of the Series 2017-2 Past Due
Rent Payment remaining after any payment pursuant to clause (i) through (iv) above and (y) the amount withdrawn from the Class D Cash
Collateral Account on account of such Series 2017-2 Lease Payment Deficit;


 


(vi)            
if the occurrence of such Series 2017-2 Lease Payment Deficit resulted in a withdrawal being made from the Class D Reserve Account
pursuant to Section 2.3(d), deposit in the Class D Reserve Account an amount equal to the lesser of (x) the amount of the Series 2017-2
Past Due Rent Payment remaining after any payments pursuant to clauses (i) through (v) above and (y) the excess, if any, of the Class
D Required Reserve Account Amount over the Class D Available Reserve Account Amount on such day;


 


(vii)         
allocate to the Series 2017-2 Accrued Interest Account the amount, if any, by which the Series 2017-2 Lease Interest Payment Deficit,
if any, relating to such Series 2017-2 Lease Payment Deficit exceeds the amount of the Series 2017-2 Past Due Rent Payment applied pursuant
to clauses (i) (vi) above; and


 


(viii)       
treat the remaining amount of the Series 2017-2 Past Due Rent Payment as Principal Collections allocated to the Series 2017-2 Notes
in accordance with Section 2.2(a)(ii) or 2.2(b)(ii), as the case may be.


 


Section 2.3.         
Payments to Noteholders. 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 2.3(a)
below in respect of all funds available from Interest Collections processed since the preceding Distribution Date and allocated to the
holders of the Series 2017-2 Notes.


 






    	 	41	 



    
 


    

 


(a)              
Note Interest with Respect to the Series 2017-2 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 2.4 from the Series 2017-2 Accrued Interest Account to the extent funds are anticipated to be available from Interest Collections
allocable to the Series 2017-2 Notes processed from but not including the preceding Distribution Date through the succeeding Distribution
Date in respect of (i) an amount equal to the Class A Monthly Interest for the Series 2017-2 Interest Period ending on the day preceding
the related Distribution Date, (ii) an amount equal to the amount of any unpaid Class A Shortfall as of the preceding Distribution Date
(together with any accrued interest on such Class A Shortfall), (iii) an amount equal to the Class B Monthly Interest for the Series 2017-2
Interest Period ending on the day preceding the related Distribution Date, (iv) an amount equal to the amount of any unpaid Class B Shortfall
as of the preceding Distribution Date (together with any accrued interest on such Class B Shortfall), (v) an amount equal to the Class
C Monthly Interest for the Series 2017-2 Interest Period ending on the day preceding the related Distribution Date, (vi) an amount equal
to the amount of any unpaid Class C Shortfall as of the preceding Distribution Date (together with any accrued interest on such Class
C Shortfall), (vii) an amount equal to the Class D Monthly Interest for the Series 2017-2 Interest Period ending on the day preceding
the related Distribution Date, (viii) an amount equal to the amount of any unpaid Class D Shortfall as of the preceding Distribution Date
(together with any accrued interest on such Class D Shortfall), (ix) an amount equal to the Class R Monthly Interest for the Series 2017-2
Interest Period ending on the day preceding the related Distribution Date and (x) an amount equal to the amount of any unpaid Class R
Shortfall as of the preceding Distribution Date (together with any accrued interest on such Class R Shortfall). On the following Distribution
Date, the Trustee shall withdraw the amounts described in the first sentence of this Section 2.3(a) from the Series 2017-2 Accrued Interest
Account and deposit such amounts in the Series 2017-2 Distribution Account.


 


(b)              
Lease Payment Deficit Notice. On or before 3:00 p.m. (New York City time) on the Business Day immediately preceding each
Distribution Date, the Administrator shall notify the Trustee of the amount of any Series 2017-2 Lease Payment Deficit, such notification
to be in the form of Exhibit H (each a “Lease Payment Deficit Notice”).


 


(c)              
Draws on Series 2017-2 Letters of Credit For Series 2017-2 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 2017-2 Lease
Interest Payment Deficit, the Administrator shall:


 


(i)                
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 Class A/B/C
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 as set forth
in such notice equal to (I) so long as any Class A Notes, any Class B Notes or any Class C Notes remain outstanding, the least of (x)
the excess, if any, of such Series 2017-2 Lease Interest Payment Deficit over the sum of (1) the amounts described in clauses (vii) and
(viii) of Section 2.3(a) above and (2) during the Series 2017-2 Rapid Amortization Period, the product of the Class D Percentage and the
Series 2017-2 Trustee’s Fees for such Distribution Date, (y) the excess, if any, of (A) the sum of (1) the amounts described in
clauses (i) through (vi) of Section 2.3(a) above for such Distribution Date and (2) during the Series 2017-2 Rapid Amortization Period,
the product of the Class A/B/C


 






    	 	42	 



    
 


    

 


Percentage and the Series 2017-2 Trustee’s Fees for such Distribution Date, over (B) the amounts
available from the Series 2017-2 Accrued Interest Account and (z) the Class A/B/C Letter of Credit Liquidity Amount or (II) if no Class
A Notes, Class B Notes or Class C Notes remain outstanding, the least of (x) such Series 2017-2 Lease Interest Payment Deficit, (y) the
excess, if any, of (A) the sum of (1) the amounts described in clauses (i) through (viii) of Section 2.3(a) above for such Distribution
Date and (2) during the Series 2017-2 Rapid Amortization Period, the Series 2017-2 Trustee’s Fees for such Distribution Date, over
(B) the amounts available from the Series 2017-2 Accrued Interest Account and (z) the Class A/B/C Letter of Credit Liquidity Amount, in
either case, on the Class A/B/C Letter of Credit by presenting to each Series 2017-2 Letter of Credit Provider with respect to a Class
A/B/C Letter of Credit a draft accompanied by a Certificate of Lease Deficit Demand and shall cause the Lease Deficit Disbursements to
be deposited in the Series 2017-2 Distribution Account on such date; provided, however, that if the Class A/B/C Cash Collateral
Account has been established and funded, the Trustee shall withdraw from the Class A/B/C Cash Collateral Account and deposit in the Series
2017-2 Distribution Account an amount equal to the lesser of (x) the Class A/B/C Cash Collateral Percentage on such date of the least
of the amounts described in clauses (I)(x), (y) and (z) above or clauses (II)(x), (y) and (z) above, as applicable, and (y) the Class
A/B/C Available Cash Collateral Account Amount on such date and draw an amount equal to the remainder of such amount on the Class A/B/C
Letters of Credit; and


 


(ii)             
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 Class D 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 as set forth in such
notice equal to the least of (x) such Series 2017-2 Lease Interest Payment Deficit, (y) the excess, if any, of (A) the sum of (1) the
amounts described in clauses (vii) and (viii) of Section 2.3(a) above for such Distribution Date and (2) during the Series 2017-2 Rapid
Amortization Period, the product of the Class D Percentage and the Series 2017-2 Trustee’s Fees for such Distribution Date, over
(B) the excess of (1) the sum of (X) the amounts available from the Series 2017-2 Accrued Interest Account and (Y) the amount drawn on
the Class A/B/C Letters of Credit (and/or withdrawn from the Class A/B/C Cash Collateral Account) pursuant to Section 2.3(c)(i) above
over (2) the sum of (X) the amounts described in clauses (i) through (vi) of Section 2.3(a) above for such Distribution Date and (Y) during
the Series 2017-2 Rapid Amortization Period, the product of the Class A/B/C Percentage and the Series 2017-2 Trustee’s Fees for
such Distribution Date and (z) the Class D Letter of Credit Liquidity Amount on the Class D Letters of Credit by presenting to each Series
2017-2 Letter of Credit Provider with respect to a Class D Letter of Credit a draft accompanied by a Certificate of Lease Deficit Demand
and shall cause the Lease Deficit Disbursements to be deposited in the Series 2017-2 Distribution Account on such date; provided,
however, that if the Class D Cash Collateral Account has been established and funded, the Trustee shall withdraw from the Class
D Cash Collateral Account and deposit in the Series 2017-2 Distribution Account an amount equal to the lesser of (x) the Class D Cash
Collateral Percentage on such date of the least of the amounts described in clauses (x), (y) and (z) above and (y) the Class D Available
Cash Collateral Account Amount on such date and draw an amount equal to the remainder of such amount on the Class D Letters of Credit.


 






    	 	43	 



    
 


    

 


(d)              
Withdrawals from Series 2017-2 Reserve Accounts. If the Administrator determines on any Distribution Date that the amounts
available from the Series 2017-2 Accrued Interest Account plus the amount, if any, to be drawn under the Series 2017-2 Letters
of Credit and/or withdrawn from the Series 2017-2 Cash Collateral Accounts pursuant to Section 2.3(c) are insufficient to pay the sum
of (A) the amounts described in clauses (i) through (viii) of Section 2.3(a) above on such Distribution Date and (B) during the Series
2017-2 Rapid Amortization Period, the Series 2017-2 Trustee’s Fees for such Distribution Date, the Administrator shall:


 


(i)                
instruct the Trustee in writing to withdraw from the Class A/B/C Reserve Account and deposit in the Series 2017-2 Distribution
Account on such Distribution Date an amount equal to the lesser of (x) the Class A/B/C Available Reserve Account Amount and (y) the excess
of (A) either (I) so long as any Class A Notes, any Class B or any Class C Notes remain outstanding, the sum of (1) the amounts described
in clauses (i) through (vi) of Section 2.3(a) above with respect to such Distribution Date and (2) during the Series 2017-2 Rapid
Amortization Period, the product of the Class A/B/C Percentage and the Series 2017-2 Trustee’s Fees for such Distribution Date or
(II) if no Class A Notes, Class B Notes or Class C Notes remain outstanding, the sum of (1) the amounts described in clauses (i) through
(viii) of Section 2.3(a) above with respect to such Distribution Date and (2) during the Series 2017-2 Rapid Amortization Period,
the Series 2017-2 Trustee’s Fees for such Distribution Date over (B) the sum of (1) the amounts available from the Series 2017-2
Accrued Interest Account and (2) the amount drawn on the Class A/B/C Letters of Credit and/or withdrawn from the Class A/B/C Cash Collateral
Account with respect to such Distribution Date in accordance with Section 2.3(c)(i) above. The Trustee shall withdraw such amount from
the Class A/B/C Reserve Account and deposit such amount in the Series 2017-2 Distribution Account; and


 


(ii)             
instruct the Trustee in writing to withdraw from the Class D Reserve Account and deposit in the Series 2017-2 Distribution Account
on such Distribution Date an amount equal to the lesser of (x) the Class D Available Reserve Account Amount and (y) the excess of (A)
the sum of (1) the amounts described in clauses (vii) and (viii) of Section 2.3(a) above with respect to such Distribution Date and
(2) during the Series 2017-2 Rapid Amortization Period, the product of the Class D Percentage and the Series 2017-2 Trustee’s Fees
for such Distribution Date over (B) the excess with respect to such Distribution Date of (1) the sum of (W) the amounts available from
the Series 2017-2 Accrued Interest Account, (X) the amount drawn on the Class A/B/C Letters of Credit (and/or withdrawn from the Class
A/B/C Cash Collateral Account) in accordance with Section 2.3(c)(i) above, (Y) the amount drawn on the Class D Letters of Credit (and/or
withdrawn from the Class D Cash Collateral Account) in accordance with Section 2.3(c)(ii) above and (Z) the amount withdrawn from the
Class A/B/C Reserve Account in accordance with Section 2.3(d)(i) over (2) the sum of (X) the amounts described in clauses (i) through
(vi) of Section 2.3(a) above for such Distribution Date and (Y) during the Series 2017-2 Rapid Amortization Period, the product of the
Class A/B/C Percentage and the Series 2017-2 Trustee’s Fees for such Distribution Date. The Trustee shall withdraw such amount from
the Class D Reserve Account and deposit such amount in the Series 2017-2 Distribution Account.


 






    	 	44	 



    
 


    

 


(e)              
[RESERVED].


 


(f)               
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
2.4), if any, of the amounts available from the Series 2017-2 Accrued Interest Account and the Series 2017-2 Distribution Account, plus
the amount, if any, drawn under the Series 2017-2 Letters of Credit and/or withdrawn from the Series 2017-2 Cash Collateral Accounts pursuant
to Section 2.3(c) plus the amount, if any, withdrawn from the Series 2017-2 Reserve Accounts pursuant to Section 2.3(d) as follows:


 


(i)                
on each Distribution Date during the Series 2017-2 Revolving Period or the Series 2017-2 Controlled Amortization Period, (1) first,
to the Administrator, an amount equal to the Series 2017-2 Percentage as of the beginning of the Series 2017-2 Interest Period ending
on the day preceding such Distribution Date of the portion of the Monthly Administration Fee payable by ABRCF (as specified in clause
(iii) of the definition thereof) for such Series 2017-2 Interest Period, (2) second, to the Trustee, an amount equal to the Series 2017-2
Percentage as of the beginning of such Series 2017-2 Interest Period of the fees owing to the Trustee under the Base Indenture for such
Series 2017-2 Interest Period, (3) third 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 2017-2 Percentage as of the beginning of such Series 2017-2 Interest Period
of such Carrying Charges (other than Carrying Charges provided for above) for such Series 2017-2 Interest Period and (4) fourth, the balance,
if any, shall be withdrawn by the Paying Agent from the Series 2017-2 Collection Account and deposited in the Series 2017-2 Excess Collection
Account; and


 


(ii)             
on each Distribution Date during the Series 2017-2 Rapid Amortization Period, (1) first, to the Trustee, an amount equal to the
Series 2017-2 Percentage as of the beginning of such Series 2017-2 Interest Period ending on the day preceding such Distribution Date
of the fees owing to the Trustee under the Base Indenture for such Series 2017-2 Interest Period, (2) second, to the Administrator, an
amount equal to the Series 2017-2 Percentage as of the beginning of such Series 2017-2 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 2017-2 Interest Period, (3) third, 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 2017-2 Percentage as of the beginning of such Series 2017-2 Interest Period of such Carrying Charges (other than Carrying Charges
provided for above) for such Series 2017-2 Interest Period and (4) fourth, so long as the Series 2017-2 Invested Amount is greater than
the Monthly Total Principal Allocations for the Related Month, an amount equal to the excess of the Series 2017-2 Invested Amount over
the Monthly Total Principal Allocations for the Related Month shall be treated as Principal Collections.


 


(g)              
Shortfalls.


 






    	 	45	 



    
 


    

 


(i)                
 If the amounts described in Section 2.3 are insufficient to pay the Class A Monthly Interest on any Distribution Date, payments
of interest to the Class A Noteholders 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, together with the aggregate unpaid amount of any such deficiencies with respect to
all prior Distribution Dates, shall be referred to as the “Class A Shortfall”. Interest shall accrue on the Class A
Shortfall at the Class A Note Rate.


 


(ii)             
If the amounts described in Section 2.3 are insufficient to pay the amounts described in clauses (i) and (ii) of Section 2.3(a)
and the Class B Monthly Interest on any Distribution Date, payments of interest to the Class B Noteholders 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 (which deficiency
on any Distribution Date shall not exceed the Class B Monthly Interest for the Series 2017-2 Interest Period ended on the day preceding
such Distribution Date), together with the aggregate unpaid amount of any such deficiencies with respect to all prior Distribution Dates,
shall be referred to as the “Class B Shortfall”. Interest shall accrue on the Class B Shortfall at the Class B Note
Rate.


 


(iii)           
If the amounts described in Section 2.3 are insufficient to pay the amounts described in clauses (i) through (iv) of Section 2.3(a)
and the Class C Monthly Interest on any Distribution Date, payments of interest to the Class C Noteholders 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 (which deficiency
on any Distribution Date shall not exceed the Class C Monthly Interest for the Series 2017-2 Interest Period ended on the day preceding
such Distribution Date), together with the aggregate unpaid amount of any such deficiencies with respect to all prior Distribution Dates,
shall be referred to as the “Class C Shortfall”. Interest shall accrue on the Class C Shortfall at the Class C Note
Rate.


 


(iv)            
If the amounts described in Section 2.3 are insufficient to pay the amounts described in clauses (i) through (iv) of Section 2.3(a)
and the Class D Monthly Interest on any Distribution Date, payments of interest to the Class D Noteholders 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 (which deficiency
on any Distribution Date shall not exceed the Class D Monthly Interest for the Series 2017-2 Interest Period ended on the day preceding
such Distribution Date), together with the aggregate unpaid amount of any such deficiencies with respect to all prior Distribution Dates,
shall be referred to as the “Class D Shortfall”. Interest shall accrue on the Class D Shortfall at the Class D Note
Rate.


 


(v)              
If the amounts described in Section 2.3 are insufficient to pay the amounts described in clauses (i) through (vi) of Section 2.3(a)
and the Class R Monthly Interest on any Distribution Date, payments of interest to the Class R Noteholders 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 (which deficiency
on any Distribution Date shall not exceed the Class R Monthly Interest for the Series 2017-2 Interest Period ended on the day preceding
such Distribution Date), together with the aggregate unpaid






    	 	46	 



    
 


    

amount of any such deficiencies with respect to all prior Distribution Dates,
shall be referred to as the “Class R Shortfall”. Interest shall accrue on the Class R Shortfall at the Class R Note
Rate.


 


Section 2.4.         
Payment of Note Interest. (a) 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 the following amounts in the following order of priority from amounts
deposited into the Series 2017-2 Distribution Account pursuant to Section 2.3:


 


(i)                
first, to the Class A Noteholders, the amounts due to the Class A Noteholders described in Sections 2.3(a)(i) and (ii);


 


(ii)             
second, to the Class B Noteholders, the amounts due to the Class B Noteholders described in Sections 2.3(a)(iii) and (iv);


 


(iii)           
third, to the Class C Noteholders, the amounts due to the Class C Noteholders described in Sections 2.3(a)(v) and (vi);


 


(iv)            
fourth, to the Class D Noteholders, the amounts due to the Class D Noteholders described in Sections 2.3(a)(vii) and (viii);
and


 


(v)              
fifth, to the Class R Noteholders, the amounts due to the Class R Noteholders described in Sections 2.3(a)(ix) and (x).


 


Section 2.5.         
Payment of Note Principal. (a) Monthly Payments During Controlled Amortization Period or Rapid Amortization Period.
On each Determination Date, commencing on the second Determination Date during the Series 2017-2 Controlled Amortization Period or the
first Determination Date after the commencement of the Series 2017-2 Rapid Amortization Period, the Administrator shall instruct the Trustee
and the Paying Agent in writing pursuant to the Administration Agreement and in accordance with this Section 2.5 as to (1) the amount
allocated to the Series 2017-2 Notes during the Related Month pursuant to Section 2.2(b)(ii), (c)(ii) or (d)(ii), as the case may be,
(2) any amounts to be drawn on the Series 2017-2 Demand Notes and/or on the Series 2017-2 Letters of Credit (or withdrawn from the Series
2017-2 Cash Collateral Accounts) pursuant to this Section 2.5 and (3) any amounts to be withdrawn from the Series 2017-2 Reserve Accounts
pursuant to this Section 2.5 and deposited into the Series 2017-2 Distribution Account. On the Distribution Date following each such Determination
Date, the Trustee shall withdraw the amount allocated to the Series 2017-2 Notes during the Related Month pursuant to Section 2.2(b)(ii),
(c)(ii) or (d)(ii), as the case may be, from the Series 2017-2 Collection Account and deposit such amount in the Series 2017-2 Distribution
Account, to be paid to the holders of the Series 2017-2 Notes.


 


(b)              
Principal Draws on Series 2017-2 Letters of Credit. If the Administrator determines on the Business Day immediately preceding
any Distribution Date during the Series 2017-2 Rapid Amortization Period that on such Distribution Date there will exist a Series 2017-2
Lease Principal Payment Deficit, the Administrator shall instruct the Trustee in writing to:


 


(i)                
so long as any Class A Notes, any Class B Notes or any Class C Notes remain outstanding, draw on the Class A/B/C Letters of Credit,
if any, as provided in this


 






    	 	47	 



    
 


    

clause (i). Upon receipt of a notice by the Trustee from the Administrator in respect of a Series 2017-2 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 as set forth in such notice equal to the least
of (i) such Series 2017-2 Lease Principal Payment Deficit, (ii) the Class A/B/C Principal Deficit Amount for such Distribution Date
and (iii) the Class A/B/C Letter of Credit Liquidity Amount on the Class A/B/C Letters of Credit by presenting to each Series 2017-2
Letter of Credit Provider with respect to a Class A/B/C Letter of Credit a draft accompanied by a Certificate of Lease Deficit Demand
and shall cause the Lease Deficit Disbursements to be deposited in the Series 2017-2 Distribution Account on such date; provided,
however, that if the Class A/B/C Cash Collateral Account has been established and funded, the Trustee shall withdraw from the Class
A/B/C Cash Collateral Account and deposit in the Series 2017-2 Distribution Account an amount equal to the lesser of (x) the Class A/B/C
Cash Collateral Percentage for such date of the lesser of the Series 2017-2 Lease Principal Payment Deficit and the Class A/B/C Principal
Deficit Amount for such Distribution Date and (y) the Class A/B/C Available Cash Collateral Account Amount on such date and draw an amount
equal to the remainder of such amount on the Class A/B/C Letters of Credit. Notwithstanding any of the preceding to the contrary, during
the period after the date of the filing by any of the Lessees of a petition for relief under Chapter 11 of the Bankruptcy Code until the
date on which each of the Lessees shall have resumed making all payments of the portion of Monthly Base Rent relating to Loan Interest
required to be made under the AESOP I Operating Lease, the Administrator shall only instruct the Trustee to draw on the Class A/B/C Letters
of Credit (or withdraw from the Class A/B/C Cash Collateral Account, if applicable) pursuant to this Section 2.5(b)(i), and if such instruction
from the Administrator references this Section 2.5(b)(i), the Trustee shall only draw (or withdraw), an amount equal to the lesser of
(x) the amount determined as provided in the preceding sentence and (y) the excess, if any, of (A) the Class A/B/C Liquidity Amount on
such date over (B) the Class A/B/C Required Liquidity Amount on such date;


 


(ii)             
if, after giving effect to any payments to be made on such Distribution Date, the Class A Notes, the Class B Notes and the Class
C Notes will have been paid in full, draw on the Class A/B/C Letters of Credit, if any, as provided in this clause (ii). Upon receipt
of a notice by the Trustee from the Administrator in respect of a Series 2017-2 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 as set forth in such notice equal to the least of (x) the excess of (A) such Series 2017-2 Lease Principal
Payment Deficit over (B) the amount, if any, to be drawn on the Class A/B/C Letters of Credit and/or withdrawn from the Class A/B/C Cash
Collateral Account on such Distribution Date in accordance with Section 2.5(b)(i), (y) the Class D Principal Deficit Amount for such Distribution
Date and (z) the Class A/B/C Letter of Credit Liquidity Amount (after giving effect to any draws the Class A/B/C Letters of Credit and/or
withdrawals from the Class A/B/C Cash Collateral Account on such Distribution Date in accordance with Section 2.5(b)(i)) on the Class
A/B/C Letters of Credit by presenting to each Series 2017-2 Letter of Credit Provider with respect to a Class A/B/C Letter of Credit a
draft accompanied by a


 






    	 	48	 



    
 


    

 


Certificate of Lease Deficit Demand and shall cause the Lease Deficit Disbursements to be deposited in the Series
2017-2 Distribution Account on such date; provided, however, that if the Class A/B/C Cash Collateral Account has been established
and funded, the Trustee shall withdraw from the Class A/B/C Cash Collateral Account and deposit in the Series 2017-2 Distribution Account
an amount equal to the lesser of (x) the Class A/B/C Cash Collateral Percentage for such date of the lesser of (A) the excess of (1) the
Series 2017-2 Lease Principal Payment Deficit over (2) the amount, if any, to be drawn on the Class A/B/C Letters of Credit and/or withdrawn
from the Class A/B/C Cash Collateral Account on such Distribution Date in accordance with Section 2.5(b)(i) and (B) the Class D Principal
Deficit Amount for such Distribution Date and (y) the Class A/B/C Available Cash Collateral Account Amount on such date (after giving
effect to any withdrawals from the Class A/B/C Cash Collateral Account on such Distribution Date in accordance with Section 2.5(b)(i))
and draw an amount equal to the remainder of such amount on the Class A/B/C Letters of Credit;


 


(iii)           
if, after giving effect to any payments to be made on such Distribution Date, the Class A Notes, the Class B Notes and the Class
C Notes will have been paid in full, draw on the Class D Letters of Credit, if any, as provided in this clause (iii). Upon receipt of
a notice by the Trustee from the Administrator in respect of a Series 2017-2 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 as set forth in such notice equal to the least of (x) the excess of (A) such Series 2017-2 Lease Principal
Payment Deficit over (B) the amount, if any, to be drawn on the Class A/B/C Letters of Credit and/or withdrawn from the Class A/B/C Cash
Collateral Account on such Distribution Date in accordance with Section 2.5(b)(i) and/or (ii), (y) the Class D Principal Deficit Amount
for such Distribution Date and (z) the Class D Letter of Credit Liquidity Amount on the Class D Letters of Credit by presenting to each
Series 2017-2 Letter of Credit Provider with respect to a Class D Letter of Credit a draft accompanied by a Certificate of Lease Deficit
Demand and shall cause the Lease Deficit Disbursements to be deposited in the Series 2017-2 Distribution Account on such date; provided,
however, that if the Class D Cash Collateral Account has been established and funded, the Trustee shall withdraw from the Class
D Cash Collateral Account and deposit in the Series 2017-2 Distribution Account an amount equal to the lesser of (x) the Class D Cash
Collateral Percentage for such date of the lesser of (A) the excess of (1) the Series 2017-2 Lease Principal Payment Deficit over (2)
the amount, if any, to be drawn on the Class A/B/C Letters of Credit and/or withdrawn from the Class A/B/C Cash Collateral Account on
such Distribution Date in accordance with Section 2.5(b)(i) and/or (ii) and (B) the Class D Principal Deficit Amount for such Distribution
Date and (y) the Class D Available Cash Collateral Account Amount on such date and draw an amount equal to the remainder of such amount
on the Class D Letters of Credit. Notwithstanding any of the preceding to the contrary, during the period after the date of the filing
by any of the Lessees of a petition for relief under Chapter 11 of the Bankruptcy Code until the date on which each of the Lessees shall
have resumed making all payments of the portion of Monthly Base Rent relating to Loan Interest required to be made under the AESOP I Operating
Lease, the Administrator shall only instruct the Trustee to draw on the Class D Letters of Credit (or withdraw from the Class D Cash Collateral


 






    	 	49	 



    
 


    

 


Account, if applicable) pursuant to this Section 2.5(b)(iii), and if such instruction from the Administrator references this Section 2.5(b)(iii),
the Trustee shall only draw (or withdraw), an amount equal to the lesser of (x) the amount determined as provided in the preceding sentence
and (y) the excess, if any, of (A) the Class D Liquidity Amount on such date over (B) the Class D Required Liquidity Amount on such date.


 


(c)              
Final Distribution Date. Each of the entire Class A Invested Amount, the entire Class B Invested Amount, the entire Class
C Invested Amount, the entire Class D Invested Amount and the entire Class R Invested Amount shall be due and payable on the Series 2017-2
Final Distribution Date. In connection therewith:


 


(i)                
Demand Note Draw. If the amount to be deposited in the Series 2017-2 Distribution Account in accordance with Section 2.5(a)
together with any amounts to be deposited therein in accordance with Section 2.5(b) on the Series 2017-2 Final Distribution Date is less
than the Series 2017-2 Senior Invested Amount and there are any Series 2017-2 Letters of Credit on such date, then, prior to 10:00 a.m.
(New York City time) on the second Business Day prior to the Series 2017-2 Final Distribution Date, the Administrator shall instruct the
Trustee in writing to make a demand (a “Demand Notice”) substantially in the form attached hereto as Exhibit I
on the Demand Note Issuers for payment under the Series 2017-2 Demand Notes in an amount equal to the lesser of (x) such insufficiency
and (y) the sum of the Class A/B/C Letter of Credit Amount and the Class D Letter of Credit Amount. The Trustee shall, prior to 12:00
noon (New York City time) on the second Business Day preceding such Series 2017-2 Final 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 sixty (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 2017-2 Demand Notes to be deposited into the Series 2017-2 Distribution Account.


 


(ii)             
Letter of Credit Draw. In the event that either (x) on or prior to 10:00 a.m. (New York City time) on the Business Day immediately
preceding the Series 2017-2 Final Distribution Date a Demand Notice has been transmitted by the Trustee to the Demand Note Issuers pursuant
to clause (i) of this Section 2.5(c) and any Demand Note Issuer shall have failed to pay to the Trustee or deposit into the Series 2017-2
Distribution Account the amount specified in such Demand Notice in whole or in part or (y) due to the occurrence of an Event of Bankruptcy
(or the occurrence of an event described in clause (a) of the definition thereof, without the lapse of a period of sixty (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 2017-2 Final Distribution Date, then, in the case of (x) or (y) the Trustee shall:


 


(1)  
draw on the Class A/B/C 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 so failed to pay under the Series


 






    	 	50	 



    
 


    

 


2017-2 Demand Notes (or, the amount that the Trustee
failed to demand for payment thereunder) and (b) the Class A/B/C Letter of Credit Amount on such Business Day by presenting to each Series
2017-2 Letter of Credit Provider of a Class A/B/C Letter of Credit a draft accompanied by a Certificate of Unpaid Demand Note Demand;
provided, however, that if the Class A/B/C Cash Collateral Account has been established and funded, the Trustee shall withdraw
from the Class A/B/C Cash Collateral Account and deposit in the Series 2017-2 Distribution Account an amount equal to the lesser of (x)
the Class A/B/C Cash Collateral Percentage on such Business Day of the amount that the Demand Note Issuers so failed to pay under the
Series 2017-2 Demand Notes (or, the amount that the Trustee failed to demand for payment thereunder) and (y) the Class A/B/C 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 2017-2 Demand Notes (or, the amount that the Trustee failed to demand for payment thereunder) on the Class
A/B/C Letters of Credit. The Trustee shall deposit, or cause the deposit of, the proceeds of any draw on the Class A/B/C Letters of Credit
and the proceeds of any withdrawal from the Class A/B/C Cash Collateral Account to be deposited in the Series 2017-2 Distribution Account;
and


 


(2)  
draw on the Class D Letters of Credit by 12:00 noon (New York City time) on such Business Day an amount equal to the lesser of
(a) the excess of (x) the amount that the Demand Note Issuers so failed to pay under the Series 2017-2 Demand Notes (or, the amount that
the Trustee failed to demand for payment thereunder) over (y) the amount drawn on the Class A/B/C Letters of Credit and/or withdrawn from
the Class A/B/C Cash Collateral Account on such Business Day in accordance with Section 2.5(c)(ii)(1) and (b) the Class D Letter of Credit
Amount on such Business Day by presenting to each Series 2017-2 Letter of Credit Provider of a Class D Letter of Credit a draft accompanied
by a Certificate of Unpaid Demand Note Demand; provided, however, that if the Class D Cash Collateral Account has been established
and funded, the Trustee shall withdraw from the Class D Cash Collateral Account and deposit in the Series 2017-2 Distribution Account
an amount equal to the lesser of (x) the Class D Cash Collateral Percentage on such Business Day of the excess of (A) the amount that
the Demand Note Issuers so failed to pay under the Series 2017-2 Demand Notes (or, the amount that the Trustee failed to demand for payment
thereunder) over (B) the amount drawn on the Class A/B/C Letters of Credit and/or withdrawn from the Class A/B/C Cash Collateral Account
on such Business Day in accordance with Section 2.5(c)(ii)(1) and (y) the Class D Available Cash Collateral Account Amount on such Business
Day and draw an amount equal to the remainder of the excess of (A) the amount that the Demand Note Issuers so failed to pay under the
Series 2017-2 Demand Notes (or, the amount that the Trustee failed to demand for payment thereunder) over (B) the amount drawn on the
Class A/B/C Letters


 






    	 	51	 



    
 


    

 


of Credit and/or withdrawn from the Class A/B/C Cash Collateral Account on such Business Day in accordance with Section
2.5(c)(ii)(1) on the Class D Letters of Credit. The Trustee shall deposit, or cause the deposit of, the proceeds of any draw on the Class
D Letters of Credit and the proceeds of any withdrawal from the Class D Cash Collateral Account to be deposited in the Series 2017-2 Distribution
Account.


 


(iii)           
Reserve Account Withdrawal. If, after giving effect to the deposit into the Series 2017-2 Distribution Account of the amount
to be deposited in accordance with Section 2.5(a) and the amounts described in clauses (i) and (ii) of this Section 2.5(c), the amount
to be deposited in the Series 2017-2 Distribution Account with respect to the Series 2017-2 Final Distribution Date is or will be less
than the Series 2017-2 Senior Invested Amount, then, prior to 12:00 noon (New York City time) on the second Business Day prior to such
Series 2017-2 Final Distribution Date, the Administrator shall instruct the Trustee in writing to withdraw (x) first, from the Class A/B/C
Reserve Account, an amount equal to the lesser of the Class A/B/C Available Reserve Account Amount and such remaining insufficiency and
(y) second, from the Class D Reserve Account, an amount equal to the lesser of the Class D Available Reserve Account Amount and such remaining
insufficiency (after giving effect to any withdrawal from the Class A/B/C Reserve Account) and, in each case, deposit it in the Series
2017-2 Distribution Account on such Series 2017-2 Final Distribution Date.


 


(d)              
Class A/B/C Principal Deficit Amount. On each Distribution Date, other than the Series 2017-2 Final Distribution Date, on
which the Class A/B/C Principal Deficit Amount is greater than zero, amounts shall be transferred to the Series 2017-2 Distribution Account
as follows:


 


(i)                
Demand Note Draw. If on any Determination Date, the Administrator determines that the Class A/B/C Principal Deficit Amount
with respect to the next succeeding Distribution Date will be greater than zero and there are any Class A/B/C 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 Class A/B/C Principal Deficit Amount and (B) the Class A/B/C 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 sixty (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 2017-2 Demand Note to be deposited into the Series 2017-2 Distribution Account.


 


(ii)             
Class A/B/C 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 into the


 






    	 	52	 



    
 


    

 


Series 2017-2 Distribution
Account the amount specified in such Demand Notice delivered pursuant to Section 2.5(d)(i) 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 sixty (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 Class A/B/C Letters of Credit an amount equal to the lesser of (i) Class A/B/C Letter of Credit Amount
and (ii) the aggregate amount that the Demand Note Issuers so failed to pay under the Series 2017-2 Demand Notes (or, the amount
that the Trustee failed to demand for payment thereunder) by presenting to each Series 2017-2 Letter of Credit Provider of a Class A/B/C
Letter of Credit a draft accompanied by a Certificate of Unpaid Demand Note Demand; provided, however, that if the Class
A/B/C Cash Collateral Account has been established and funded, the Trustee shall withdraw from the Class A/B/C Cash Collateral Account
and deposit in the Series 2017-2 Distribution Account an amount equal to the lesser of (x) the Class A/B/C Cash Collateral Percentage
on such Business Day of the aggregate amount that the Demand Note Issuers so failed to pay under the Series 2017-2 Demand Notes (or,
the amount that the Trustee failed to demand for payment thereunder) and (y) the Class A/B/C 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 so failed to pay
under the Series 2017-2 Demand Notes (or, the amount that the Trustee failed to demand for payment thereunder) on the Class A/B/C Letters
of Credit. The Trustee shall deposit into, or cause the deposit of, the proceeds of any draw on the Class A/B/C Letters of Credit and
the proceeds of any withdrawal from the Class A/B/C Cash Collateral Account to be deposited in the Series 2017-2 Distribution Account.


 


(iii)           
Class A/B/C Reserve Account Withdrawal. If the Class A/B/C Letter of Credit Amount will be less than the Class A/B/C Principal
Deficit Amount on any Distribution Date, then, prior to 12:00 noon (New York City time) on the second Business Day prior to such Distribution
Date, the Administrator shall instruct the Trustee in writing to withdraw from the Class A/B/C Reserve Account, an amount equal to the
lesser of (x) the Class A/B/C Available Reserve Account Amount and (y) the amount by which the Class A/B/C Principal Deficit Amount exceeds
the amounts to be deposited in the Series 2017-2 Distribution Account in accordance with clauses (i) and (ii) of this Section 2.5(d) and
deposit it in the Series 2017-2 Distribution Account on such Distribution Date.


 


(e)              
Class D Principal Deficit Amount. On each Distribution Date, other than the Series 2017-2 Final Distribution Date, on which
the Class A Notes, Class B Notes and Class C Notes will have been paid in full and the Class D Principal Deficit Amount is greater than
zero, amounts shall be transferred to the Series 2017-2 Distribution Account as follows:


 


(i)                
Demand Note Draw. If on the Determination Date with respect to any such Distribution Date, the Administrator determines
that the Class D Principal Deficit Amount with respect to the next succeeding Distribution Date will be greater than zero and there are
any Class A/B/C Letters of Credit or Class D 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


 






    	 	53	 



    
 


    

 


the Demand
Note Issuers demanding payment of an amount equal to the lesser of (A) the Class D Principal Deficit Amount and (B) the sum of (x) the
Class A/B/C Letter of Credit Amount and (y) the Class D 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 2017-2 Demand Note to be deposited into the Series 2017-2 Distribution Account.


 


(ii)             
Class A/B/C 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 into the Series 2017-2
Distribution Account the amount specified in such Demand Notice delivered pursuant to Section 2.5(e)(i) 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 Class A/B/C Letters of Credit, if any, an amount equal to the lesser of (i) Class A/B/C Letter
of Credit Amount and (ii) the aggregate amount that the Demand Note Issuers so failed to pay under the Series 2017-2 Demand Notes
(or, the amount that the Trustee failed to demand for payment thereunder) by presenting to each Series 2017-2 Letter of Credit Provider
of a Class A/B/C Letter of Credit a draft accompanied by a Certificate of Unpaid Demand Note Demand; provided, however,
that if the Class A/B/C Cash Collateral Account has been established and funded, the Trustee shall withdraw from the Class A/B/C Cash
Collateral Account and deposit in the Series 2017-2 Distribution Account an amount equal to the lesser of (x) the Class A/B/C Cash Collateral
Percentage on such Business Day of the aggregate amount that the Demand Note Issuers so failed to pay under the Series 2017-2 Demand Notes
(or, the amount that the Trustee failed to demand for payment thereunder) and (y) the Class A/B/C 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 so failed to pay under
the Series 2017-2 Demand Notes (or, the amount that the Trustee failed to demand for payment thereunder) on the Class A/B/C Letters of
Credit. The Trustee shall deposit into, or cause the deposit of, the proceeds of any draw on the Class A/B/C Letters of Credit and the
proceeds of any withdrawal from the Class A/B/C Cash Collateral Account to be deposited in the Series 2017-2 Distribution Account.


 


(iii)           
Class A/B/C Reserve Account Withdrawal. If the amounts to be deposited in the Series 2017-2 Distribution Account in accordance
with Section 2.5(c)(i) and (ii) will be less than the Class D Principal Deficit Amount on any Distribution Date, then, prior to 12:00
noon (New York City time) on the second Business Day prior to such Distribution Date, the Administrator shall instruct the Trustee in
writing to withdraw from the Class A/B/C Reserve Account, an amount equal to the lesser of (x) the Class A/B/C Available


 






    	 	54	 



    
 


    

 


Reserve Account
Amount and (y) the amount by which the Class D Principal Deficit Amount exceeds the amounts to be deposited in the Series 2017-2 Distribution
Account in accordance with clauses (i) and (ii) of this Section 2.5(e) and deposit it in the Series 2017-2 Distribution Account on such
Distribution Date.


 


(iv)            
Class D 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 into the Series 2017-2
Distribution Account the amount specified in such Demand Notice in whole or in part or (y) due to the occurrence of an Event of Bankruptcy
(or the occurrence of an event described in clause (a) of the definition thereof, without the lapse of a period of 60 consecutive days)
with respect to any Demand Note Issuer, the Trustee shall not have delivered such Demand Notice to any Demand Note Issuer on the second
Business Day preceding such Distribution Date, then, in the case of (x) or (y) the Trustee shall on such Business Day draw on the Class
D Letters of Credit, if any, an amount equal to the lesser of (i) Class D Letter of Credit Amount and (ii) the excess of (A)
the aggregate amount that the Demand Note Issuers so failed to pay under the Series 2017-2 Demand Notes (or, the amount that the Trustee
failed to demand for payment thereunder) over (B) the amount deposited into the Series 2017-2 Distribution Account in accordance with
Section 2.5(e)(ii) and (iii) above, by presenting to each Series 2017-2 Letter of Credit Provider of a Class D Letter of Credit a draft
accompanied by a Certificate of Unpaid Demand Note Demand; provided, however, that if the Class D Cash Collateral Account
has been established and funded, the Trustee shall withdraw from the Class D Cash Collateral Account and deposit in the Series 2017-2
Distribution Account an amount equal to the lesser of (x) the Class D Cash Collateral Percentage on such Business Day of the excess of
(A) the aggregate amount that the Demand Note Issuers so failed to pay under the Series 2017-2 Demand Notes (or, the amount that the Trustee
failed to demand for payment thereunder) over (B) the amount deposited into the Series 2017-2 Distribution Account in accordance with
Section 2.5(e)(ii) and (iii) above and (y) the Class D Available Cash Collateral Account Amount on such Business Day and draw an amount
equal to the remainder of such excess on the Class D Letters of Credit. The Trustee shall deposit into, or cause the deposit of, the proceeds
of any draw on the Class D Letters of Credit and the proceeds of any withdrawal from the Class D Cash Collateral Account to be deposited
in the Series 2017-2 Distribution Account.


 


(v)              
Class D Reserve Account Withdrawal. If the amounts to be deposited in the Series 2017-2 Distribution Account in accordance
with Section 2.5(e)(i) through (iv) will be less than the Class D Principal Deficit Amount on any Distribution Date, then, prior to 12:00
noon (New York City time) on the second Business Day prior to such Distribution Date, the Administrator shall instruct the Trustee in
writing to withdraw from the Class D Reserve Account, an amount equal to the lesser of (x) the Class D Available Reserve Account Amount
and (y) the amount by which the Class D Principal Deficit Amount exceeds the amounts to be deposited in the Series 2017-2 Distribution
Account in accordance with clauses (i) through (iv) of this Section 2.5(e) and deposit it in the Series 2017-2 Distribution Account on
such Distribution Date.


 


(f)               
Distributions.


 






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(i)                
Class A Notes. On each Distribution Date occurring on or after the date a withdrawal is made from the Series 2017-2 Collection
Account pursuant to Section 2.5(a) or amounts are deposited in the Series 2017-2 Distribution Account pursuant to Section 2.5(b), (c)
or (d) the Paying Agent shall, in accordance with Section 6.1 of the Base Indenture, pay pro rata to each Class A Noteholder from
the Series 2017-2 Distribution Account the amount deposited therein pursuant to Section 2.5(a), (b), (c) or (d), to the extent necessary
to pay the Class A Controlled Distribution Amount during the Series 2017-2 Controlled Amortization Period or to the extent necessary to
pay the Class A Invested Amount during the Series 2017-2 Rapid Amortization Period.


 


(ii)             
Class B Notes. On each Distribution Date occurring on or after the date a withdrawal is made from the Series 2017-2 Collection
Account pursuant to Section 2.5(a) or amounts are deposited in the Series 2017-2 Distribution Account pursuant to Section 2.5(b), (c)
or (d) the Paying Agent shall, in accordance with Section 6.1 of the Base Indenture, pay pro rata to each Class B Noteholder from
the Series 2017-2 Distribution Account the amount deposited therein pursuant to Section 2.5(a), (b), (c) or (d) less the aggregate amount
applied to make the payments required pursuant to Section 2.5(f)(i), to the extent necessary to pay the Class B Controlled Distribution
Amount during the Series 2017-2 Controlled Amortization Period or to the extent necessary to pay the Class B Invested Amount during the
Series 2017-2 Rapid Amortization Period.


 


(iii)           
Class C Notes. On each Distribution Date occurring on or after the date a withdrawal is made from the Series 2017-2 Collection
Account pursuant to Section 2.5(a) or amounts are deposited in the Series 2017-2 Distribution Account pursuant to Section 2.5(b), (c)
or (d) the Paying Agent shall, in accordance with Section 6.1 of the Base Indenture, pay pro rata to each Class C Noteholder from
the Series 2017-2 Distribution Account the amount deposited therein pursuant to Section 2.5(a), (b), (c) or (d) less the aggregate amount
applied to make the payments required pursuant to Section 2.5(f)(i) and Section 2.5(f)(ii), to the extent necessary to pay the Class C
Controlled Distribution Amount during the Series 2017-2 Controlled Amortization Period or to the extent necessary to pay the Class C Invested
Amount during the Series 2017-2 Rapid Amortization Period.


 


(iv)            
Class D Notes. On each Distribution Date occurring on or after the date a withdrawal is made from the Series 2017-2 Collection
Account pursuant to Section 2.5(a) or amounts are deposited in the Series 2017-2 Distribution Account pursuant to Section 2.5(b), (c),
(d) or (e) the Paying Agent shall, in accordance with Section 6.1 of the Base Indenture, pay pro rata to each Class D Noteholder
from the Series 2017-2 Distribution Account the amount deposited therein pursuant to Section 2.5(a), (b), (c), (d) or (e) less the aggregate
amount applied to make the payments required pursuant to Section 2.5(f)(i), Section 2.5(f)(ii) and Section 2.5(f)(iii), to the extent
necessary to pay the Class D Controlled Distribution Amount during the Series 2017-2 Controlled Amortization Period or to the extent necessary
to pay the Class D Invested Amount during the Series 2017-2 Rapid Amortization Period.


 


(v)              
Class R Notes. On each Distribution Date occurring on or after the date a withdrawal is made from the Series 2017-2 Collection
Account pursuant to Section


 






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2.5(a) the Paying Agent shall,
in accordance with Section 6.1 of the Base Indenture, pay pro rata to each Class R Noteholder from the Series 2017-2 Distribution
Account the amount deposited therein pursuant to Section 2.5(a) less the aggregate amount applied to make the payments required pursuant
to Section 2.5(f)(i), Section 2.5(f)(ii), Section 2.5(f)(iii) and Section 2.5(f)(iv), to the extent necessary to pay the Class R Controlled
Amortization Amount during the Series 2017-2 Controlled Amortization Period or to the extent necessary to pay the Class R Invested Amount
during the Series 2017-2 Rapid Amortization Period.


 


Section 2.6.         
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, however,
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 2.7.         
Series 2017-2 Reserve Accounts. (a) Establishment of Class A/B/C Reserve Account. ABRCF has established and shall
maintain in the name of the Series 2017-2 Agent for the benefit of the Class A Noteholders, the Class B Noteholders, the Class C Noteholders
and the Class D Noteholders, or cause to be established and maintained, an account (the “Class A/B/C Reserve Account”),
bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Series 2017-2 Noteholders. The
Class A/B/C 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 Class A/B/C Reserve Account; provided, however, 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
(low)” by DBRS, “Baa3” by Moody’s or “BBB-” by Fitch, then ABRCF shall, within thirty (30) days of
such reduction, establish a new Class A/B/C Reserve Account with a new Qualified Institution. If the Class A/B/C Reserve Account is not
maintained in accordance with the previous sentence, ABRCF shall establish a new Class A/B/C Reserve Account, within ten (10) Business
Days after obtaining knowledge of such fact, which complies with such sentence, and shall instruct the Series 2017-2 Agent in writing
to transfer all cash and investments from the non-qualifying Class A/B/C Reserve Account into the new Class A/B/C Reserve Account. The
Class A/B/C Reserve Account has initially been established with The Bank of New York Mellon Trust Company, N.A.


 


(b)              
Administration of the Class A/B/C Reserve Account. The Administrator may instruct the institution maintaining the Class
A/B/C Reserve Account to invest funds on deposit in the Class A/B/C 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


 






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Investment held in the Class A/B/C 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; provided, further, that in the case of Permitted Investments held in the Class A/B/C Reserve Account and so long as
any Series 2017-2 Note is rated by Fitch (x) any Permitted Investment set forth in clauses (ii), (iii), (vi) and (vii) of the definition
thereof will have a rating of “AA-” or “F1+” by Fitch and (y) any Permitted Investment set forth in clause (v)
of the definition thereof will either have a rating of “AAAmmf” by Fitch or, if such fund is not rated by Fitch, the then
highest rating from two nationally recognized investment rating agencies (other than Fitch). All such Permitted Investments will be credited
to the Class A/B/C 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 Class A/B/C
Reserve Account. ABRCF shall not direct the Trustee to dispose of (or permit the disposal of) any Permitted Investment 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 Class A/B/C Reserve Account shall remain uninvested.


 


(c)              
Earnings from Class A/B/C Reserve Account. All interest and earnings (net of losses and investment expenses) paid on funds
on deposit in the Class A/B/C Reserve Account shall be deemed to be on deposit therein and available for distribution.


 


(d)              
Class A/B/C Reserve Account Constitutes Additional Collateral for Series 2017-2 Senior Notes. In order to secure and provide
for the repayment and payment of the ABRCF Obligations with respect to the Series 2017-2 Senior 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 2017-2 Noteholders, all
of ABRCF’s right, title and interest in and to the following (whether now or hereafter existing or acquired): (i) the Class A/B/C
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 Class A/B/C 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 Class A/B/C 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 Class A/B/C 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 “Class A/B/C 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 Class A/B/C Reserve Account and in all proceeds thereof,
and shall be the only person authorized to originate entitlement orders in respect of the Class A/B/C Reserve Account. The Class A/B/C
Reserve Account Collateral shall be under the sole dominion and


 






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control of the Trustee for the benefit of the Series 2017-2 Noteholders.
The Series 2017-2 Agent hereby agrees (i) to act as the securities intermediary (as defined


in Section 8-102(a)(14) of the New York
UCC) with respect to the Class A/B/C 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 Class A/B/C Reserve
Account shall be treated as a financial asset (as defined in Section 8-102(a)(9) of the New York UCC) and (iv) to comply with any
entitlement order (as defined in Section 8-102(a)(8) of the New York UCC) issued by the Trustee.


 


(e)              
Class A/B/C Reserve Account Surplus. In the event that the Class A/B/C Reserve Account Surplus on any Distribution Date,
after giving effect to all withdrawals from the Class A/B/C Reserve Account, is greater than zero, if no Series 2017-2 Enhancement Deficiency
or AESOP I Operating Lease Vehicle Deficiency would result therefrom or exist thereafter, the Trustee, acting in accordance with the written
instructions of the Administrator pursuant to the Administration Agreement, shall withdraw from the Class A/B/C Reserve Account an amount
equal to the Class A/B/C Reserve Account Surplus and shall (i) transfer an amount equal to the excess, if any, of the Class D Required
Liquidity Amount as of such date over the Class D Liquidity Amount as of such date to the Class D Reserve Account and (ii) pay any remaining
Class A/B/C Reserve Account Surplus to ABRCF.


 


(f)               
Termination of Class A/B/C 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 Holders of the Class A Notes, Class B Notes or Class C Notes and payable from the Class A/B/C Reserve Account as provided herein,
shall withdraw from the Class A/B/C Reserve Account all amounts on deposit therein for payment to ABRCF.


 


(g)              
Establishment of Class D Reserve Account. ABRCF shall establish and maintain in the name of the Series 2017-2 Agent for
the benefit of the Class D Noteholders, or cause to be established and maintained, an account (the “Class D Reserve Account”),
bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Class D Noteholders. The Class
D 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
Class D 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 (low)” by DBRS
or “Baa3” by Moody’s, then ABRCF shall, within thirty (30) days of such reduction, establish a new Class D Reserve Account
with a new Qualified Institution. If the Class D Reserve Account is not maintained in accordance with the previous sentence, ABRCF shall
establish a new Class D Reserve Account, within ten (10) Business Days after obtaining knowledge of such fact, which complies with such
sentence, and shall instruct the Series 2017-2 Agent in writing to transfer all cash and investments from the non-qualifying Class D Reserve
Account into the new Class D Reserve Account. Initially, the Class D Reserve Account will be established with The Bank of New York Mellon
Trust Company, N.A.


 






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(h)              
Administration of the Class D Reserve Account. The Administrator may instruct the institution maintaining the Class D Reserve
Account to invest funds on deposit in the Class D 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 Class D 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 Class D 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 Class D 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 the purchase price of such Permitted Investments.
In the absence of written investment instructions hereunder, funds on deposit in the Class D Reserve Account shall remain uninvested.


 


(i)                
Earnings from Class D Reserve Account. All interest and earnings (net of losses and investment expenses) paid on funds on
deposit in the Class D Reserve Account shall be deemed to be on deposit therein and available for distribution.


 


(j)                
Class D Reserve Account Constitutes Additional Collateral for Class D Notes. In order to secure and provide for the repayment
and payment of the ABRCF Obligations with respect to the Class D Notes, ABRCF hereby grants a security interest in and assigns, pledges,
grants, transfers and sets over to the Trustee, for the benefit of the Class D Noteholders, all of ABRCF’s right, title and interest
in and to the following (whether now or hereafter existing or acquired): (i) the Class D 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 Class D 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 Class D 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 Class D 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 “Class D 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
Class D Reserve Account and in all proceeds thereof, and shall be the only person authorized to originate entitlement orders in respect
of the Class D Reserve Account. The Class D Reserve Account Collateral shall be under the sole dominion and control of the Trustee for
the benefit of the Class D Noteholders. The Series 2017-2 Agent hereby agrees (i) to act as the securities intermediary (as defined in
Section 8-102(a)(14) of the New York UCC) with respect to the Class D Reserve Account; (ii) that its


 






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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 Class D 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.


 


(k)              
Class D Reserve Account Surplus. In the event that the Class D Reserve Account Surplus on any Distribution Date, after giving
effect to all withdrawals from the Class D Reserve Account, is greater than zero, if no Series 2017-2 Enhancement Deficiency or AESOP
I Operating Lease Vehicle Deficiency would result therefrom or exist thereafter, the Trustee, acting in accordance with the written instructions
of the Administrator pursuant to the Administration Agreement, shall withdraw from the Class D Reserve Account an amount equal to the
Class D Reserve Account Surplus and shall pay such amount to ABRCF.


 


(l)                
Termination of Class D 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 Class D Noteholders and payable from the Class D Reserve Account as provided herein, shall withdraw from the Class D Reserve Account
all amounts on deposit therein for payment to ABRCF.


 


Section 2.8.         
Series 2017-2 Letters of Credit and Series 2017-2 Cash Collateral Accounts. (a) Series 2017-2 Letters of Credit and Series
2017-2 Cash Collateral Account Constitute Additional Collateral for Series 2017-2 Senior Notes. In order to secure and provide for
the repayment and payment of the ABRCF Obligations with respect to the Series 2017-2 Senior Notes, ABRCF hereby grants a security interest
in and assigns, pledges, grants, transfers and sets over to the Trustee, for the benefit of the Class A Noteholders, the Class B Noteholders
and the Class C Noteholders, all of ABRCF’s right, title and interest in and to the following (whether now or hereafter existing
or acquired): (i) each Class A/B/C Letter of Credit; (ii) the Class A/B/C Cash Collateral Account, including any security entitlement
thereto; (iii) all funds on deposit in the Class A/B/C Cash Collateral Account from time to time; (iv) all certificates and
instruments, if any, representing or evidencing any or all of the Class A/B/C 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 Class A/B/C 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 Class A/B/C 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 “Class A/B/C Cash Collateral Account Collateral”).
The Trustee shall, for the benefit of the Class A Noteholders, the Class B Noteholders and the Class C Noteholders, possess all right,
title and interest in all funds on deposit from time to time in the Class A/B/C Cash Collateral Account and in all proceeds thereof, and
shall be the only person authorized to originate entitlement orders in respect of the Class A/B/C Cash Collateral Account. The Class A/B/C
Cash Collateral Account shall be under the sole dominion and control of the Trustee for the benefit of the Class A Noteholders, the Class
B Noteholders and the Class C Noteholders. The Series 2017-2 Agent hereby agrees (i) to act as the securities


 






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intermediary (as defined
in Section 8-102(a)(14) of the New York UCC) with respect to the Class A/B/C Cash Collateral Account; (ii) that its jurisdiction
as a securities intermediary is New York, (iii) that each item of property (whether investment property, financial asset, security, instrument
or cash) credited to the Class A/B/C 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)              
Class D Letters of Credit and Class D Cash Collateral Account Constitute Additional Collateral for Class D Notes. In order
to secure and provide for the repayment and payment of the ABRCF Obligations with respect to the Class D Notes, ABRCF hereby grants a
security interest in and assigns, pledges, grants, transfers and sets over to the Trustee, for the benefit of the Class D Noteholders,
all of ABRCF’s right, title and interest in and to the following (whether now or hereafter existing or acquired): (i) each
Class D Letter of Credit; (ii) the Class D Cash Collateral Account, including any security entitlement thereto; (iii) all funds
on deposit in the Class D Cash Collateral Account from time to time; (iv) all certificates and instruments, if any, representing
or evidencing any or all of the Class D 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 Class D 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 Class D 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 “Class D Cash Collateral Account Collateral”). The Trustee shall, for the benefit of the Class
D Noteholders, possess all right, title and interest in all funds on deposit from time to time in the Class D Cash Collateral Account
and in all proceeds thereof, and shall be the only person authorized to originate entitlement orders in respect of the Class D Cash Collateral
Account. The Class D Cash Collateral Account shall be under the sole dominion and control of the Trustee for the benefit of the Class
D Noteholders. The Series 2017-2 Agent hereby agrees (i) to act as the securities intermediary (as defined in Section 8-102(a)(14) of
the New York UCC) with respect to the Class D Cash Collateral Account; (ii) that its jurisdiction as a securities intermediary is
New York, (iii) that each item of property (whether investment property, financial asset, security, instrument or cash) credited to the
Class D 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.


 


(c)              
Class A/B/C Letter of Credit Expiration Date. If prior to the date which is ten (10) days prior to the then-scheduled Class
A/B/C Letter of Credit Expiration Date with respect to any Class A/B/C Letter of Credit, excluding the amount available to be drawn under
such Class A/B/C Letter of Credit but taking into account each substitute Class A/B/C Letter of Credit which has been obtained from a
Series 2017-2 Eligible Letter of Credit Provider and is in full force and effect on such date, the Class A/B/C Enhancement Amount would
be equal to or more than the Class A/B/C Required Enhancement Amount and the Class A/B/C Liquidity Amount would be equal to or greater
than the Class A/B/C Required Liquidity Amount, then the Administrator shall notify the Trustee in writing no later than two (2) Business
Days prior to such Class A/B/C Letter of Credit Expiration Date of such determination. If prior to the date which is ten (10) days prior


 






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to the then-scheduled Class A/B/C Letter of Credit Expiration Date with respect to any Class A/B/C Letter of Credit, excluding the amount
available to be drawn under such Class A/B/C Letter of Credit but taking into account a substitute Class A/B/C Letter of Credit which
has been obtained from a Series 2017-2 Eligible Letter of Credit Provider and is in full force and effect on such date, the Class A/B/C
Enhancement Amount would be less than the Class A/B/C Required Enhancement Amount or the Class A/B/C Liquidity Amount would be less than
the Class A/B/C Required Liquidity Amount, then the Administrator shall notify the Trustee in writing no later than two (2) Business Days
prior to such Class A/B/C Letter of Credit Expiration Date of (x) the greater of (A) the excess, if any, of the Class A/B/C Required Enhancement
Amount over the Class A/B/C Enhancement Amount, excluding the available amount under such expiring Class A/B/C Letter of Credit but taking
into account any substitute Class A/B/C Letter of Credit which has been obtained from a Series 2017-2 Eligible Letter of Credit Provider
and is in full force and effect, on such date, and (B) the excess, if any, of the Class A/B/C Required Liquidity Amount over the Class
A/B/C Liquidity Amount, excluding the available amount under such expiring Class A/B/C Letter of Credit but taking into account any substitute
Class A/B/C Letter of Credit which has been obtained from a Series 2017-2 Eligible Letter of Credit Provider and is in full force and
effect, on such date, and (y) the amount available to be drawn on such expiring Class A/B/C 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 Class A/B/C Letter of Credit by presenting a draft accompanied by a Certificate of Termination Demand and shall cause the
Termination Disbursement to be deposited in the Class A/B/C Cash Collateral Account.


 


If the Trustee does not receive
the notice from the Administrator described in the first paragraph of this Section 2.8(c) on or prior to the date that is two (2) Business
Days prior to each Class A/B/C 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 Class A/B/C Letter of Credit by presenting a draft accompanied by a Certificate of Termination Demand
and shall cause the Termination Disbursement to be deposited in the Class A/B/C Cash Collateral Account.


 


(d)              
Class D Letter of Credit Expiration Date. If prior to the date which is ten (10) days prior to the then-scheduled Class
D Letter of Credit Expiration Date with respect to any Class D Letter of Credit, excluding the amount available to be drawn under such
Class D Letter of Credit but taking into account each substitute Class D Letter of Credit which has been obtained from a Series 2017-2
Eligible Letter of Credit Provider and is in full force and effect on such date, the Class D Enhancement Amount would be equal to or more
than the Class D Required Enhancement Amount and the Class D Liquidity Amount would be equal to or greater than the Class D Required Liquidity
Amount, then the Administrator shall notify the Trustee in writing no later than two (2) Business Days prior to such Class D Letter of
Credit Expiration Date of such determination. If prior to the date which is ten (10) days prior to the then-scheduled Class D Letter of
Credit Expiration Date with respect to any Class D Letter of Credit, excluding the amount available to be drawn under such Class D Letter
of Credit but taking into account a substitute Class D Letter of Credit which has been obtained from a Series 2017-2 Eligible Letter of
Credit Provider and is in full force and effect on such date, the Class D Enhancement Amount would be less than the Class D Required Enhancement
Amount or the Class D Liquidity Amount would be less than


 






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the Class D Required Liquidity Amount, then the Administrator shall notify the
Trustee in writing no later than two (2) Business Days prior to such Class D Letter of Credit Expiration Date of (x) the greater of (A)
the excess, if any, of the Class D Required Enhancement Amount over the Class D Enhancement Amount, excluding the available amount under
such expiring Class D Letter of Credit but taking into account any substitute Class D Letter of Credit which has been obtained from a
Series 2017-2 Eligible Letter of Credit Provider and is in full force and effect, on such date, and (B) the excess, if any, of the Class
D Required Liquidity Amount over the Class D Liquidity Amount, excluding the available amount under such expiring Class D Letter of Credit
but taking into account any substitute Class D Letter of Credit which has been obtained from a Series 2017-2 Eligible Letter of Credit
Provider and is in full force and effect, on such date, and (y) the amount available to be drawn on such expiring Class D 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 Class D Letter of Credit by presenting a draft accompanied by a Certificate of Termination Demand and
shall cause the Termination Disbursement to be deposited in the Class D Cash Collateral Account.


 


If the Trustee does not receive
the notice from the Administrator described in the first paragraph of this Section 2.8(d) on or prior to the date that is two (2) Business
Days prior to each Class D 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 Class D Letter of Credit by presenting a draft accompanied by a Certificate of Termination Demand and shall
cause the Termination Disbursement to be deposited in the Class D Cash Collateral Account.


 


(e)              
Series 2017-2 Letter of Credit Providers. The Administrator shall notify the Trustee in writing within one (1) Business
Day of becoming aware that (i) the long-term senior unsecured debt credit rating of any Series 2017-2 Letter of Credit Provider has fallen
below “A (high)” as determined by DBRS or “A1” as determined by Moody’s or “A+” as determined
by Fitch or (ii) the short-term senior unsecured debt credit rating of any Series 2017-2 Letter of Credit Provider has fallen below “R-1”
as determined by DBRS or “P-1” as determined by Moody’s or “F1” as determined by Fitch. At such time the
Administrator shall also notify the Trustee of (I)(i) if such Series 2017-2 Letter of Credit Provider has issued a Class A/B/C Letter
of Credit, the greater of (A) the excess, if any, of the Class A/B/C Required Enhancement Amount over the Class A/B/C Enhancement Amount,
excluding the available amount under the Class A/B/C Letter of Credit issued by such Series 2017-2 Letter of Credit Provider, on such
date, and (B) the excess, if any, of the Class A/B/C Required Liquidity Amount over the Class A/B/C Liquidity Amount, excluding the available
amount under such Class A/B/C Letter of Credit, on such date, and (ii) the amount available to be drawn on such Class A/B/C Letter
of Credit on such date and/or (II)(i) if such Series 2017-2 Letter of Credit Provider has issued a Class D Letter of Credit, the greater
of (A) the excess, if any, of the Class D Required Enhancement Amount over the Class D Enhancement Amount, excluding the available amount
under such Class D Letter of Credit issued by such Series 2017-2 Letter of Credit Provider, on such date, and (B) the excess, if any,
of the Class D Required Liquidity Amount over the Class D Liquidity Amount, excluding the available amount under such Class D Letter of
Credit, on such date, and (ii) the amount available to be drawn on such Class D Letter of Credit on such date. Upon receipt of such
notice by the Trustee on or


 






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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 each such Class A/B/C Letter of Credit in an amount equal to the lesser of
the amounts in clause (I)(i) and clause (I) of the immediately preceding sentence and to draw on each such Class D Letter of Credit in
an amount equal to the lesser of the amounts in clause (II)(ii) and clause (II)(ii) of the immediately preceding sentence, in each case,
on such Business Day by presenting a draft accompanied by a Certificate of Termination Demand and shall cause the Termination Disbursement
with respect to the Class A/B/C Letter of Credit to be deposited in the Class A/B/C Cash Collateral Account and the Termination Disbursement
with respect to the Class D Letter of Credit to be deposited in the Class D Cash Collateral Account.


 


(f)               
Termination Date Demands on the Series 2017-2 Letters of Credit. Prior to 10:00 a.m. (New York City time) on the Business
Day immediately succeeding the Series 2017-2 Letter of Credit Termination Date, the Administrator shall determine the Series 2017-2 Demand
Note Payment Amount, if any, as of the Series 2017-2 Letter of Credit Termination Date and, if the Series 2017-2 Demand Note Payment Amount
is greater than zero, instruct the Trustee in writing to draw on the Class A/B/C Letters of Credit and/or the Class D Letters of Credit,
as described herein. 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 (I) on each such Class A/B/C Letter of Credit
equal to the lesser of (i) the Series 2017-2 Demand Note Payment Amount and (ii) the Class A/B/C Letter of Credit Liquidity
Amount on the Class A/B/C Letters of Credit by presenting to each relevant Series 2017-2 Letter of Credit Provider a draft for each such
Class A/B/C Letter of Credit accompanied by a Certificate of Termination Date Demand and shall cause the Termination Date Disbursement
on a Class A/B/C Letter of Credit to be deposited in the Class A/B/C Cash Collateral Account; provided, however, that if
the Class A/B/C Cash Collateral Account has been established and funded, the Trustee shall draw an amount equal to the product of (a) 100%
minus the Class A/B/C Cash Collateral Percentage and (b) the lesser of the amounts referred to in clause (i) and (ii) on such Business
Day on the Class A/B/C Letters of Credit, as calculated by the Administrator and provided in writing to the Trustee and (II) on each such
Class D Letter of Credit equal to the lesser of (i) the excess of (x) the Series 2017-2 Demand Note Payment Amount over (y) the amounts
drawn on the Class A/B/C Letter of Credit pursuant to this Section 2.8(f) and (ii) the Class D Letter of Credit Liquidity Amount
on the Class D Letters of Credit by presenting to each relevant Series 2017-2 Letter of Credit Provider a draft for each such Class D
Letter of Credit accompanied by a Certificate of Termination Date Demand and shall cause the Termination Date Disbursement on a Class
D Letter of Credit to be deposited in the Class D Cash Collateral Account; provided, however, that if the Class D Cash Collateral
Account has been established and funded, the Trustee shall draw an amount equal to the product of (a) 100% minus the Class
D Cash Collateral Percentage and (b) the lesser of the amounts referred to in clause (i) and (ii) on such Business Day on the Class D
Letters of Credit, as calculated by the Administrator and provided in writing to the Trustee.


 


(g)              
Draws on the Series 2017-2 Letters of Credit. If there is more than one Class A/B/C Letter of Credit on the date of any
draw on the Class A/B/C Letters of Credit pursuant to the terms of this Supplement, the Administrator shall instruct the Trustee, in writing,
to draw on each Class A/B/C Letter of Credit in an amount equal to the Class A/B/C Pro Rata Share of the


 






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Series 2017-2 Letter of Credit
Provider issuing such Class A/B/C Letter of Credit of the amount of such draw on the Class A/B/C Letters of Credit. If there is more than
one Class D Letter of Credit on the date of any draw on the Class D Letters of Credit pursuant to the terms of this Supplement, the Administrator
shall instruct the Trustee, in writing, to draw on each Class D Letter of Credit in an amount equal to the Class D Pro Rata Share of the
Series 2017-2 Letter of Credit Provider issuing such Class D Letter of Credit of the amount of such draw on the Class D Letters of Credit.


 


(h)              
Establishment of Class A/B/C Cash Collateral Account. On or prior to the date of any drawing under a Class A/B/C Letter
of Credit pursuant to Section 2.8(c), (e) or (f) above, ABRCF shall establish and maintain in the name of the Trustee for the benefit
of the Class A Noteholders, the Class B Noteholders and the Class C Noteholders, or cause to be established and maintained, an account
(the “Class A/B/C Cash Collateral Account”), bearing a designation clearly indicating that the funds deposited therein
are held for the benefit of the Class A Noteholders, the Class B Noteholders and the Class C Noteholders. The Class A/B/C 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
Class A/B/C Cash Collateral Account; provided, however, 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
(low)” by DBRS, “Baa3” by Moody’s or “BBB-” by Fitch, then ABRCF shall, within thirty (30) days of
such reduction, establish a new Class A/B/C 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 Class A/B/C Cash Collateral Account. If a new Class A/B/C Cash Collateral Account is established, ABRCF shall instruct
the Trustee in writing to transfer all cash and investments from the non-qualifying Class A/B/C Cash Collateral Account into the new Class
A/B/C Cash Collateral Account.


 


(i)                
Administration of the Class A/B/C Cash Collateral Account. ABRCF may instruct (by standing instructions or otherwise) the
institution maintaining the Class A/B/C Cash Collateral Account to invest funds on deposit in the Class A/B/C 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 Class A/B/C 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; provided further, that in the
case of Permitted Investments held in the Class A/B/C Cash Collateral Account and so long as any Series 2017-2 Note is rated by Fitch
(x) any Permitted Investment set forth in clauses (ii), (iii), (vi) and (vii) of the definition thereof will have a rating of “AA-”
or “F1+” by Fitch and (y) any Permitted Investment set forth in clause (v) of the definition thereof will either have a rating
of “AAAmmf” by Fitch or, if such fund is not rated by Fitch, the then highest rating from two nationally recognized investment
rating agencies (other than Fitch). All such Permitted Investments will be credited to the Class A/B/C 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


 






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(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 Class A/B/C 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 Investments. In the absence of written investment instructions hereunder, funds on deposit in the Class A/B/C Cash
Collateral Account shall remain uninvested.


 


(j)                
Establishment of Class D Cash Collateral Account. On or prior to the date of any drawing under a Class D Letter of Credit
pursuant to Section 2.8(d), (e) or (f) above, ABRCF shall establish and maintain in the name of the Trustee for the benefit of the
Class D Noteholders, or cause to be established and maintained, an account (the “Class D Cash Collateral Account”),
bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Class D Noteholders. The Class
D 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 Class D Cash Collateral Account; provided, however, 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 (low)” by DBRS or “Baa3” by Moody’s, then ABRCF shall, within thirty (30) days of
such reduction, establish a new Class D 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 Class D Cash Collateral Account. If a new Class D Cash Collateral Account is established, ABRCF shall instruct the Trustee
in writing to transfer all cash and investments from the non-qualifying Class D Cash Collateral Account into the new Class D Cash Collateral
Account.


 


(k)              
Administration of the Class D Cash Collateral Account. ABRCF may instruct (by standing instructions or otherwise) the institution
maintaining the Class D Cash Collateral Account to invest funds on deposit in the Class D 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 Class D 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 Class D 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 Class D Cash Collateral Account. ABRCF
shall not direct the Trustee to dispose of (or permit the disposal of) any Permitted Investments


 






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prior to the maturity thereof to the
extent such disposal would result in a loss of the purchase price of such Permitted Investments. In the absence of written investment
instructions hereunder, funds on deposit in the Class D Cash Collateral Account shall remain uninvested.


 


(l)                
Earnings from Series 2017-2 Cash Collateral Accounts. All interest and earnings (net of losses and investment expenses)
paid on funds on deposit in the Series 2017-2 Cash Collateral Accounts shall be deemed to be on deposit therein and available for distribution.


 


(m)            
Series 2017-2 Cash Collateral Account Surplus. In the event that the Class A/B/C Cash Collateral Account Surplus on any
Distribution Date (or, after the Series 2017-2 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 Class A/B/C Cash Collateral Account an amount
equal to the Class A/B/C Cash Collateral Account Surplus and shall pay such amount: first, to the Series 2017-2 Letter of Credit
Providers to the extent of any unreimbursed drawings with respect to any Class A/B/C Letters of Credit under the related Series 2017-2
Reimbursement Agreement, for application in accordance with the provisions of the related Series 2017-2 Reimbursement Agreement, and,
second, to ABRCF any remaining amount. In the event that the Class D Cash Collateral Account Surplus on any Distribution Date (or,
after the Series 2017-2 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 Class D Cash Collateral Account an amount equal to the Class D Cash
Collateral Account Surplus and shall pay such amount: first, to the Series 2017-2 Letter of Credit Providers to the extent of any
unreimbursed drawings with respect to any Class D Letters of Credit under the related Series 2017-2 Reimbursement Agreement, for application
in accordance with the provisions of the related Series 2017-2 Reimbursement Agreement, and, second, to ABRCF any remaining amount.


 


(n)              
Termination of Series 2017-2 Cash Collateral Account. Upon the termination of this Supplement in accordance with its terms,
the Trustee, acting in accordance with the written instructions of the Administrator, after the prior payment of all amounts owing to
the Series 2017-2 Noteholders and payable from any Series 2017-2 Cash Collateral Account as provided herein, shall (i) withdraw from the
Class A/B/C Cash Collateral Account all amounts on deposit therein (to the extent not withdrawn pursuant to Section 2.8(m) above)
and shall pay such amounts: first, to the Series 2017-2 Letter of Credit Providers to the extent of any unreimbursed drawings with
respect to any Class A/B/C Letters of Credit under the related Series 2017-2 Reimbursement Agreement, for application in accordance with
the provisions of the related Series 2017-2 Reimbursement Agreement, and, second, to ABRCF any remaining amount and (ii) withdraw
from the Class D Cash Collateral Account all amounts on deposit therein (to the extent not withdrawn pursuant to Section 2.8(m) above)
and shall pay such amounts: first, to the Series 2017-2 Letter of Credit Providers to the extent of any unreimbursed drawings with
respect to any Class D Letters of Credit under the related Series 2017-2 Reimbursement Agreement, for application in accordance with the
provisions of the related Series 2017-2 Reimbursement Agreement, and, second, to ABRCF any remaining amount.


 


Section 2.9.         
Series 2017-2 Distribution Account. (a) Establishment of Series 2017-2 Distribution Account. ABRCF has established
and shall maintain in the name of the Trustee for the benefit of the Series 2017-2 Noteholders, or cause to be established and maintained,
an account (the “Series 2017-2 Distribution Account”), bearing a designation clearly indicating


 






    	 	68	 



    
 


    

 


that the funds deposited
therein are held for the benefit of the Series 2017-2 Noteholders. The Series 2017-2 Distribution Account shall be maintained (i) with
a Qualified Institution, or (ii) as a segregated trust account with the corporate trust department of a depository institution or trust
company having corporate trust powers and acting as trustee for funds deposited in the Series 2017-2 Distribution Account; provided,
however, 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 (low)” by DBRS or “Baa3”
by Moody’s, then ABRCF shall, within thirty (30) days of such reduction, establish a new Series 2017-2 Distribution Account with
a new Qualified Institution. If the Series 2017-2 Distribution Account is not maintained in accordance with the previous sentence, ABRCF
shall establish a new Series 2017-2 Distribution Account, within ten (10) Business Days after obtaining knowledge of such fact, which
complies with such sentence, and shall instruct the Series 2017-2 Agent in writing to transfer all cash and investments from the non-qualifying
Series 2017-2 Distribution Account into the new Series 2017-2 Distribution Account. The Series 2017-2 Distribution Account has initially
been established with The Bank of New York Mellon Trust Company, N.A.


 


(b)              
Administration of the Series 2017-2 Distribution Account. The Administrator may instruct the institution maintaining the
Series 2017-2 Distribution Account to invest funds on deposit in the Series 2017-2 Distribution Account from time to time in Permitted
Investments; provided, however, that any such investment shall mature not later than the Business Day prior to the Distribution
Date following the date on which such funds were received, unless any Permitted Investment held in the Series 2017-2 Distribution Account
is held with the Paying Agent, then such investment may mature on such Distribution Date and such funds shall be available for withdrawal
on or prior to such Distribution Date. All such Permitted Investments will be credited to the Series 2017-2 Distribution Account and any
such Permitted Investments that constitute (i) physical property (and that is not either a United States security entitlement or
a security entitlement) shall be physically delivered to the Trustee; (ii) United States security entitlements or security entitlements
shall be controlled (as defined in Section 8-106 of the New York UCC) by the Trustee pending maturity or disposition, and (iii) uncertificated
securities (and not United States security entitlements) shall be delivered to the Trustee by causing the Trustee to become the registered
holder of such securities. The Trustee shall, at the expense of ABRCF, take such action as is required to maintain the Trustee’s
security interest in the Permitted Investments credited to the Series 2017-2 Distribution Account. ABRCF shall not direct the Trustee
to dispose of (or permit the disposal of) any Permitted Investment 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 2017-2 Distribution Account shall remain uninvested.


 


(c)              
Earnings from Series 2017-2 Distribution Account. All interest and earnings (net of losses and investment expenses) paid
on funds on deposit in the Series 2017-2 Distribution Account shall be deemed to be on deposit and available for distribution.


 


(d)              
Series 2017-2 Distribution Account Constitutes Additional Collateral for Series 2017-2 Notes. In order to secure and provide
for the repayment and payment of the ABRCF Obligations with respect to the Series 2017-2 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 2017-2 Noteholders, all of ABRCF’s
right, title and interest in and to the following (whether now


 






    	 	69	 



    
 


    

 


or hereafter existing or acquired): (i) the Series 2017-2 Distribution
Account, including any security entitlement thereto; (ii) all funds on deposit therein from time to time; (iii) all certificates and instruments,
if any, representing or evidencing any or all of the Series 2017-2 Distribution Account or the funds on deposit therein from time to time;
(iv) all investments made at any time and from time to time with monies in the Series 2017-2 Distribution Account, whether constituting
securities, instruments, general intangibles, investment property, financial assets or other property; (v) all interest, dividends, cash,
instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the Series
2017-2 Distribution Account, the funds on deposit therein from time to time or the investments made with such funds; and (vi) all
proceeds of any and all of the foregoing, including, without limitation, cash (the items in the foregoing clauses (i) through (vi) are
referred to, collectively, as the “Series 2017-2 Distribution Account Collateral”). The Trustee shall possess all right,
title and interest in all funds on deposit from time to time in the Series 2017-2 Distribution Account and in and to all proceeds thereof,
and shall be the only person authorized to originate entitlement orders in respect of the Series 2017-2 Distribution Account. The Series
2017-2 Distribution Account Collateral shall be under the sole dominion and control of the Trustee for the benefit of the Series 2017-2
Noteholders. The Series 2017-2 Agent hereby agrees (i) to act as the securities intermediary (as defined in Section 8-102(a)(14) of the
New York UCC) with respect to the Series 2017-2 Distribution Account; (ii) that its jurisdiction as securities intermediary
is New York, (iii) that each item of property (whether investment property, financial asset, security, instrument or cash) credited to
the Series 2017-2 Distribution Account shall be treated as a financial asset (as defined in Section 8-102(a)(9) of the New York UCC)
and (iv) to comply with any entitlement order (as defined in Section 8-102(a)(8) of the New York UCC) issued by the Trustee.


 


Section 2.10.     
Series 2017-2 Accounts Permitted Investments. ABRCF shall not, and shall not permit, funds on deposit in the Series 2017-2
Accounts to be invested in:


 


(i)                
Permitted Investments that do not mature at least one (1) Business Day before the next Distribution Date;


 


(ii)             
demand deposits, time deposits or certificates of deposit with a maturity in excess of 360 days;


 


(iii)           
commercial paper which is not rated “P-1” by Moody’s;


 


(iv)            
money market funds or eurodollar time deposits which are not rated at least “P-1” by Moody’s;


 


(v)              
eurodollar deposits that are not rated “P-1” by Moody’s or that are with financial institutions not organized
under the laws of a G-7 nation; or


 


(vi)            
any investment, instrument or security not otherwise listed in clause (i) through (vi) of the definition of “Permitted
Investments” in the Base Indenture.


 


Section 2.11.     
Series 2017-2 Demand Notes Constitute Additional Collateral for Series 2017-2 Senior Notes. In order to secure and provide
for the repayment and payment of the ABRCF Obligations with respect to the Series 2017-2 Senior Notes, ABRCF hereby grants a


 






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security
interest in and assigns, pledges, grants, transfers and sets over to the Trustee, for the benefit of the Class A Noteholders, the Class
B Noteholders, the Class C Noteholders and the Class D Noteholders, all of ABRCF’s right, title and interest in and to the following
(whether now or hereafter existing or acquired): (i) the Series 2017-2 Demand Notes; (ii) all certificates and instruments,
if any, representing or evidencing the Series 2017-2 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 Class A Noteholders, the Class
B Noteholders, the Class C Noteholders and the Class D Noteholders, each Series 2017-2 Demand Note, endorsed in blank. The Trustee, for
the benefit of the Class A Noteholders, the Class B Noteholders, the Class C Noteholders and the Class D Noteholders, shall be the only
Person authorized to make a demand for payments on the Series 2017-2 Demand Notes.


 


Section 2.12.     
Subordination of the Class B Notes, Class C Notes, Class D Notes and the Class R Notes. (a) Notwithstanding anything to
the contrary contained in this Supplement, the Base Indenture or in any other Related Document, the Class B Notes will be subordinate
in all respects to the Class A Notes as and to the extent set forth in this Section 2.12(a). No payments on account of principal shall
be made with respect to the Class B Notes on any Distribution Date during the Series 2017-2 Controlled Amortization Period unless an amount
equal to the Class A Controlled Distribution Amount for the Related Month shall have been paid to the Class A Noteholders and no payments
on account of principal shall be made with respect to the Class B Notes during the Series 2017-2 Rapid Amortization Period or on the Series
2017-2 Final Distribution Date until the Class A Notes have been paid in full. No payments on account of interest shall be made with respect
to the Class B Notes on any Distribution Date until all payments of interest then due and payable with respect to the Class A Notes (including,
without limitation, all accrued interest, all Class A Shortfall and all interest accrued on such Class A Shortfall) have been paid in
full.


 


(b)       Notwithstanding
anything to the contrary contained in this Supplement, the Base Indenture or in any other Related Document, the Class C Notes will be
subordinate in all respects to the Class A Notes and the Class B Notes as and to the extent set forth in this Section 2.12(b). No payments
on account of principal shall be made with respect to the Class C Notes on any Distribution Date during the Series 2017-2 Controlled Amortization
Period unless an amount equal to the Class A Controlled Distribution Amount for the Related Month shall have been paid to the Class A
Noteholders and an amount equal to the Class B Controlled Distribution Amount for the Related Month shall have been paid to the Class
B Noteholders. No payments on account of principal shall be made with respect to the Class C Notes during the Series 2017-2 Rapid Amortization
Period or on the Series 2017-2 Final Distribution Date until the Class A Notes and the Class B Notes have been paid in full. No payments
on account of interest shall be made with respect to the Class C Notes on any Distribution Date until all payments of interest then due
and payable with respect to the Class A Notes and Class B Notes (including, without limitation, all accrued interest, all Class A Shortfall,
all interest accrued on such Class A Shortfall, all Class B Shortfall and all interest accrued on such Class B Shortfall) have been paid
in full.


 


(c)       Notwithstanding
anything to the contrary contained in this Supplement, the Base Indenture or in any other Related Document, the Class D Notes will be
subordinate in all respects to the Class A Notes, the Class B Notes and the Class C Notes as and to the extent set forth in this Section
2.12(c). No payments on account of principal shall be made with respect to


 






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the Class D Notes on any Distribution Date during the Series
2017-2 Controlled Amortization Period unless an amount equal to the Class A Controlled Distribution Amount for the Related Month shall
have been paid to the Class A Noteholders, an amount equal to the Class B Controlled Distribution Amount for the Related Month shall have
been paid to the Class B Noteholders and an amount equal to the Class C Controlled Distribution Amount for the Related Month shall have
been paid to the Class C Noteholders. No payments on account of principal shall be made with respect to the Class D Notes during the Series
2017-2 Rapid Amortization Period or on the Series 2017-2 Final Distribution Date until the Class A Notes, the Class B Notes and the Class
C Notes have been paid in full. No payments on account of interest shall be made with respect to the Class D Notes on any Distribution
Date until all payments of interest then due and payable with respect to the Class A Notes, Class B Notes and Class C Notes (including,
without limitation, all accrued interest, all Class A Shortfall, all interest accrued on such Class A Shortfall, all Class B Shortfall,
all interest accrued on such Class B Shortfall, all Class C Shortfall and all interest accrued on such Class C Shortfall) have been paid
in full.


 


(d)       Notwithstanding anything
to the contrary contained in this Supplement, the Base Indenture or in any other Related Document, the Class R Notes will be subordinate
in all respects to the Class A Notes, the Class B Notes, the Class C Notes and the Class D Notes, as and to the extent set forth in this
Section 2.12(d). No payments on account of principal shall be made with respect to the Class R Notes during the Series 2017-2 Controlled
Amortization Period or the Series 2017-2 Rapid Amortization Period or on the Series 2017-2 Final Distribution Date until the Class A Notes,
the Class B Notes, the Class C Notes and the Class D Notes have been paid in full. No payments on account of interest shall be made with
respect to the Class R Notes on any Distribution Date until all payments of interest and principal due and payable on such Distribution
Date with respect to the Class A Notes, the Class B Notes, the Class C Notes and the Class D Notes (including, without limitation, all
accrued interest, all Class A Shortfall, all interest accrued on such Class A Shortfall, all Class B Shortfall, all interest accrued on
such Class B Shortfall, all Class C Shortfall, all interest accrued on such Class C Shortfall, all due and unpaid interest on the Class
D Notes and all interest accrued on such unpaid amounts) have been paid in full.


 


ARTICLE III



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
2017-2 Notes and collectively shall constitute the Amortization Events set forth in Section 9.1(n) of the Base Indenture with respect
to the Series 2017-2 Notes (without notice or other action on the part of the Trustee or any holders of the Series 2017-2 Notes):


 


(a)              
a Series 2017-2 Enhancement Deficiency shall occur and continue for at least two (2) Business Days; provided, however,
that such event or condition shall not be an Amortization Event if during such two (2) Business Day period such Series 2017-2 Enhancement
Deficiency shall have been cured in accordance with the terms and conditions of the Indenture and the Related Documents;


 






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(b)              
either (i) the Class A/B/C Liquidity Amount shall be less than the Class A/B/C Required Liquidity Amount for at least two Business
Days or (ii) the Class D Liquidity Amount shall be less than the Class D Required Liquidity Amount for at least two Business Days; provided,
however, that, in either case, such event or condition shall not be an Amortization Event if during such two Business Day period
such insufficiency shall have been cured in accordance with the terms and conditions of the Indenture and the Related Documents;


 


(c)              
the Collection Account, the Series 2017-2 Collection Account, the Series 2017-2 Excess Collection Account, the Class A/B/C Reserve
Account or the Class D Reserve Account shall be subject to an injunction, estoppel or other stay or a lien (other than liens permitted
under the Related Documents);


 


(d)              
all principal of and interest on any Class of the Series 2017-2 Notes is not paid in full on or before the Series 2017-2 Expected
Final Distribution Date;


 


(e)              
any Series 2017-2 Letter of Credit shall not be in full force and effect for at least two Business Days and either (x) a Series
2017-2 Enhancement Deficiency would result from excluding such Series 2017-2 Letter of Credit from the Class A/B/C Enhancement Amount
or the Class D Enhancement Amount or (y) the Class A/B/C Liquidity Amount or the Class D Liquidity Amount excluding therefrom the available
amount under such Series 2017-2 Letter of Credit, would be less than the Class A/B/C Required Liquidity Amount or the Class D Required
Liquidity Amount, respectively;


 


(f)               
from and after the funding of any Series 2017-2 Cash Collateral Account, such Series 2017-2 Cash Collateral Account shall be subject
to an injunction, estoppel or other stay or a lien (other than Liens permitted under the Related Documents) for at least two Business
Days and either (x) a Series 2017-2 Enhancement Deficiency would result from excluding the Class A/B/C Available Cash Collateral Account
Amount or the Class D Available Cash Collateral Account Amount from the Class A/B/C Enhancement Amount or the Class D Enhancement Amount,
respectively, (y) the Class A/B/C Liquidity Amount, excluding therefrom the Class A/B/C Available Cash Collateral Account Amount, would
be less than the Class A/B/C Required Liquidity Amount or (z) the Class D Liquidity Amount, excluding therefrom the Class D Available
Cash Collateral Account Amount, would be less than the Class D Required Liquidity Amount; and


 


(g)              
an Event of Bankruptcy shall have occurred with respect to any Series 2017-2 Letter of Credit Provider or any Series 2017-2 Letter
of Credit Provider repudiates its Series 2017-2 Letter of Credit or refuses to honor a proper draw thereon and either (x) a Series 2017-2
Enhancement Deficiency would result from excluding such Series 2017-2 Letter of Credit from the Class A/B/C Enhancement Amount or the
Class D Enhancement Amount or (y) the Class A/B/C Liquidity Amount or Class C Liquidity Amount, excluding therefrom the available amount
under such Series 2017-2 Letter of Credit, would be less than the Class A/B/C Required Liquidity Amount or the Class D Required Liquidity
Amount, respectively.


 






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ARTICLE IV



FORM OF SERIES 2017-2 NOTES


 


Section 4.1.         
Restricted Global Series 2017-2 Notes. Each Class of the Series 2017-2 Notes to be issued in the United States will be issued
in book-entry form and represented by one or more permanent global Notes in fully registered form without interest coupons (each, a “Restricted
Global Class A Note”, a “Restricted Global Class B Note”, a “Restricted Global Class C Note”,
a “Restricted Global Class D Note” or a “Restricted Global Class R Note”, as the case may be), substantially
in the form set forth in Exhibits A-1, B-1, C-1, D-1 and E-1, with such legends as may be applicable
thereto as set forth in the Base Indenture, and will be sold only in the United States (1) initially to institutional accredited investors
within the meaning of Regulation D under the Securities Act in reliance on an exemption from the registration requirements of the Securities
Act and (2) thereafter to qualified institutional buyers within the meaning of, and in reliance on, Rule 144A under the Securities
Act and shall be deposited on behalf of the purchasers of such Class of the Series 2017-2 Notes represented thereby, with the Trustee
as custodian for DTC, and registered in the name of Cede as DTC’s nominee, duly executed by ABRCF and authenticated by the Trustee
in the manner set forth in Section 2.4 of the Base Indenture.


 


Section 4.2.         
Temporary Global Series 2017-2 Notes; Permanent Global Series 2017-2 Notes. Each Class of the Series 2017-2 Notes to be
issued outside the United States will be issued and sold in transactions outside the United States in reliance on Regulation S under the
Securities Act, as provided in the applicable note purchase agreement, and shall initially be issued in the form of one or more temporary
notes in registered form without interest coupons (each, a “Temporary Global Class A Note”, a “Temporary Global
Class B Note”, a “Temporary Global Class C Note”, a “Temporary Global Class D Note” or
a “Temporary Global Class R Note”, as the case may be, and collectively the “Temporary Global Series 2017-2
Notes”), substantially in the form set forth in Exhibits A-2, B-2, C-2, D-2 and E-2 which
shall be deposited on behalf of the purchasers of such Class of the Series 2017-2 Notes represented thereby with a custodian for, and
registered in the name of a nominee of DTC, for the account of Euroclear Bank S.A./N.V., as operator of the Euroclear System, or for Clearstream
Banking, société anonyme, duly executed by ABRCF and authenticated by the Trustee in the manner set forth in Section 2.4
of the Base Indenture. Interests in each Temporary Global Series 2017-2 Note will be exchangeable, in whole or in part, for interests
in one or more permanent global notes in registered form without interest coupons (each, a “Permanent Global Class A Note”,
a “Permanent Global Class B Note”, a “Permanent Global Class C Note”, a “Permanent Global
Class D Note” or a “Permanent Global Class R Note”, as the case may be, and collectively the “Permanent
Global Series 2017-2 Notes”), substantially in the form of Exhibits A-3, B-3, C-3, D-3 and E-3
in accordance with the provisions of such Temporary Global Series 2017-2 Note and the Base Indenture (as modified by this Supplement).
Interests in a Permanent Global Series 2017-2 Note will be exchangeable for a definitive Series 2017-2 Note in accordance with the provisions
of such Permanent Global Series 2017-2 Note and the Base Indenture (as modified by this Supplement).


 






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ARTICLE V



GENERAL


 


Section 5.1.         
Optional Repurchase. (a) The Series 2017-2 Notes shall be subject to repurchase by ABRCF at its option in accordance with
Section 6.3 of the Base Indenture on any Distribution Date (any such Distribution Date, a “Clean-up Repurchase Distribution Date”)
after the Series 2017-2 Invested Amount is reduced to an amount less than or equal to 10% of the sum of the Class A Initial Invested Amount,
the Class B Initial Invested Amount, the Class C Initial Invested Amount, the Class D Notes Initial Invested Amount, the Class R Initial
Invested Amount and the aggregate principal amount of any Additional Class R Notes (the “Series 2017-2 Repurchase Amount”).
The repurchase price for any Series 2017-2 Note subject to a Clean-up Repurchase shall equal the aggregate outstanding principal balance
of such Series 2017-2 Note (determined after giving effect to any payments of principal and interest on such Distribution Date), plus
accrued and unpaid interest on such outstanding principal balance.


 


(a)              
The Series 2017-2 Notes shall also be subject to repurchase at the election of the ABRCF in accordance with Section 6.3 of the
Base Indenture, in whole but not in part, on any Distribution Date (any such Distribution Date, an “Optional Repurchase Distribution
Date”) that occurs prior to the earlier to occur of (x) the commencement of the Series 2017-2 Rapid Amortization Period and
(y) the Clean-up Repurchase Distribution Date (any such repurchase, an “Optional Repurchase”). The repurchase price
for any Series 2017-2 Note subject to an Optional Repurchase shall equal (1) the aggregate outstanding principal balance of such Series
2017-2 Note (determined after giving effect to any payments made pursuant to Section 2.5(a) on such Distribution Date), plus (2)
accrued and unpaid interest on such outstanding principal balance (determined after giving effect to any payments made pursuant to Section
2.4 on such Distribution Date) plus (3) the Make Whole Payment with respect to such Series 2017-2 Note.


 


Section 5.2.         
Information. The Trustee shall provide to the Series 2017-2 Noteholders, or their designated agent, copies of all information
furnished to the Trustee or ABRCF pursuant to the Related Documents, as such information relates to the Series 2017-2 Notes or the Series
2017-2 Collateral.


 


Section 5.3.         
Exhibits. The following exhibits attached hereto supplement the exhibits included in the Base Indenture.


 


	Exhibit A-1:	Form of Restricted Global Class A Note
	Exhibit A-2:	Form of Temporary Global Class A Note
	Exhibit A-3:	Form of Permanent Global Class A Note
	Exhibit B-1:	Form of Restricted Global Class B Note
	Exhibit B-2:	Form of Temporary Global Class B Note
	Exhibit B-3:	Form of Permanent Global Class B Note
	Exhibit C-1:	Form of Restricted Global Class C Note
	Exhibit C-2:	Form of Temporary Global Class C Note
	Exhibit C-3:	Form of Permanent Global Class C Note
	Exhibit D-1:	Form of Restricted Global Class D Note




 


 


 






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	Exhibit D-2:	Form of Temporary Global Class D Note
	Exhibit D-3:	Form of Permanent Global Class D Note
	Exhibit E-1:	Form of Restricted Global Class R Note
	Exhibit E-2:	Form of Temporary Global Class R Note
	Exhibit E-3:	Form of Permanent Global Class R Note
	Exhibit F:	Form of Series 2017-2 Demand Note
	Exhibit G-1:	Form of Class A/B/C Letter of Credit
	Exhibit G-2:	Form of Class D Letter of Credit
	Exhibit H:	Form of Lease Payment Deficit Notice
	Exhibit I:	Form of Demand Notice
	Exhibit J-1:	Class A/B/C Form of Supplemental Indenture No. 4 to the Base Indenture
	Exhibit J-2:	Class D Form of Supplemental Indenture No. 4 to the Base Indenture
	Exhibit K-1:	Class A/B/C Form of Amendment to the AESOP I Operating Lease
	Exhibit K-2:	Class D Form of Amendment to the AESOP I Operating Lease
	Exhibit L-1:	Class A/B/C Form of Amendment to the Finance Lease
	Exhibit L-2:	Class D Form of Amendment to the Finance Lease
	Exhibit M-1:	Class A/B/C Form of Amendment to the AESOP I Operating Lease Loan Agreement
	Exhibit M-2:	Class D Form of Amendment to the AESOP I Operating Lease Loan Agreement
	Exhibit N-1:	Class A/B/C Form of Amendment to the AESOP I Finance Lease Loan Agreement
	Exhibit N-2:	Class D Form of Amendment to the AESOP I Finance Lease Loan Agreement
	Exhibit O:	Form of Amendment to the AESOP II Operating Lease Loan Agreement
	Exhibit P:	Form of Amendment to the Master Exchange Agreement
	Exhibit Q:	Form of Amendment to the Escrow Agreement
	Exhibit R:	Form of Amendment to the Administration Agreement





 


Section 5.4.         
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 5.5.         
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.


 


 






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Section 5.6.         
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 5.7.         
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 or any other Related Document, such requirement shall be satisfied
if such amendment or modification is consented to by the Requisite Series 2017-2 Noteholders; provided, further, that, (A)
so long as (i) no Amortization Event has occurred and is continuing and (ii) the Rating Agency Consent Condition is met with respect to
the outstanding Series 2017-2 Notes (other than the Class R Notes), ABRCF shall be able to (x) increase the Class A/B/C Maximum Hyundai
Amount up to an amount not to exceed 30% of the aggregate Net Book Value of all Vehicles leased under the Leases and/or (y) increase the
Class A/B/C Maximum Kia Amount up to an amount not to exceed 15% of the aggregate Net Book Value of all Vehicles leased under the Leases
at any time without the consent of the Class A/B/C Noteholders by giving written notice of such increase to the Trustee along with an
Officer’s Certificate certifying that no Amortization Event has occurred and is continuing, and (B) so long as (i) no Amortization
Event has occurred and is continuing and (ii) the Rating Agency Consent Condition is met with respect to the outstanding Series 2017-2
Notes (other than the Class R Notes), ABRCF shall be able to (1) either (x) increase any of the Class D Maximum Amounts (other than the
Class D Maximum Non-Program Vehicle Amount or the Class D Maximum Non-Perfected Vehicle Amount) by an amount not to exceed 10% (or, in
the case of the Class D Maximum Tesla Amount, an amount not to exceed 15%) of the aggregate Net Book Value of all Vehicles leased under
the Leases or (y) include a new Class D Maximum Amount and related amendments for any Manufacturer that becomes an Eligible Non-Program
Manufacturer or Eligible Program Manufacturer after the Class D Closing Date, in each case, at any time without the consent of the Class
D Noteholders and (2) ABRCF shall be able to modify or amend any Class D Maximum Amount at any time with the consent of the Class D Noteholders.


 


Section 5.8.         
Discharge of Base 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 2017-2 Notes without the consent of the
Requisite Series 2017-2 Noteholders.


 


Section 5.9.         
Notice to Rating Agencies. The Trustee shall provide to each Rating Agency 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.


 


Section 5.10.     
Capitalization of ABRCF. ABRCF agrees that on the Class D Notes Closing Date it will have capitalization in an amount equal
to or greater than 3% of the sum of (x) the Series 2017-2 Invested Amount and (y) the invested amount of the Series 2010-6 Notes, the
Series 2011-4 Notes, the Series 2015-3 Notes, the 2017-1 Notes, the Series 2018-1 Notes, the Series 2018-2 Notes, the Series 2019-2 Notes,
the Series 2019-3 Notes, the Series 2020-1 Notes, the Series 2020-2 Notes, the Series 2021-1 Notes, the Series 2021-2 Notes and the Series
2022-1 Notes.


 






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Section 5.11.     
Required Noteholders. Subject to Section 5.7 above, any action pursuant to Section 5.6, Section 8.13 or Article 9 of the
Base Indenture that requires the consent of, or is permissible at the direction of, the Required Noteholders with respect to the Series
2017-2 Notes pursuant to the Base Indenture shall only be allowed with the consent of, or at the direction of, the Required Controlling
Class Series 2017-2 Noteholders. Any other action pursuant to any Related Document which requires the consent or approval of, or the waiver
by, the Required Noteholders with respect to the Series 2017-2 Notes shall require the consent or approval of, or waiver by, the Requisite
Series 2017-2 Noteholders.


 


Section 5.12.     
Series 2017-2 Demand Notes. Other than pursuant to a demand thereon pursuant to Section 2.5, ABRCF shall not reduce
the amount of the Series 2017-2 Demand Notes or forgive amounts payable thereunder so that the outstanding principal amount of the Series
2017-2 Demand Notes after such reduction or forgiveness is less than the Series 2017-2 Letter of Credit Liquidity Amount. ABRCF shall
not agree to any amendment of the Series 2017-2 Demand Notes without first satisfying the Rating Agency Confirmation Condition and the
Rating Agency Consent Condition.


 


Section 5.13.     
Termination of Supplement. This Supplement shall cease to be of further effect when all outstanding Series 2017-2 Notes
theretofore authenticated and issued have been delivered (other than destroyed, lost, or stolen Series 2017-2 Notes which have been replaced
or paid) to the Trustee for cancellation, ABRCF has paid all sums payable hereunder, and, if the Series 2017-2 Demand Note Payment Amount
on the Series 2017-2 Letter of Credit Termination Date was greater than zero, all amounts have been withdrawn from the Series 2017-2 Cash
Collateral Accounts in accordance with Section 2.8(m).


 


Section 5.14.     
Noteholder Consent to Certain Amendments. (a) Each Series 2017-2 Noteholder, upon any acquisition of a Series 2017-2 Note,
will be deemed to agree and consent to (i) the execution by ABRCF of a Supplemental Indenture to the Base Indenture substantially in the
form of Exhibit J-1 hereto, (ii) the execution of an amendment to the AESOP I Operating Lease substantially in the form of Exhibit
K-1 hereto, (iii) the execution of an amendment to the Finance Lease substantially in the form of Exhibit L-1 hereto, (iv)
the execution of an amendment to the AESOP I Operating Lease Loan Agreement substantially in the form of Exhibit M-1 hereto and
(v) the execution of an amendment to the AESOP I Finance Lease Loan Agreement substantially in the form of Exhibit N-1 hereto.
Such deemed consent will apply to each proposed amendment set forth in Exhibits J-1, K-1, L-1, M-1 and N-1
individually, and the failure to adopt any of the amendments set forth therein will not revoke the consent with respect to any other amendment.


 


(b)       Each Class D Noteholder, upon any acquisition
of a Class D Note, will be deemed to agree and consent to (i) the execution by ABRCF of a Supplemental Indenture to the Base Indenture
substantially in the form of Exhibit J-2 hereto, (ii) the execution of an amendment to the AESOP I Operating Lease substantially
in the form of Exhibit K-2 hereto, (iii) the execution of an amendment to the Finance Lease substantially in the form of Exhibit
L-2 hereto, (iv) the execution of an amendment to the AESOP I Operating Lease Loan Agreement substantially in the form of Exhibit
M-2 hereto, (v) the execution of an amendment to the AESOP I Finance Lease Loan Agreement substantially in the form of Exhibit
N-2 hereto, (vi) the execution of an amendment to the AESOP II Operating Lease Loan Agreement substantially in the form of Exhibit
O hereto, (vii) the execution of an amendment to the Master Exchange Agreement substantially in the form of Exhibit P hereto,
(viii) the execution of an amendment to the Escrow Agreement substantially in


 






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the form of Exhibit Q hereto and (ix) the execution
of an amendment to the Administration Agreement substantially in the form of Exhibit R hereto. Such deemed consent will apply to
each proposed amendment set forth in Exhibits J-2, K-2, L-2, M-2, N-2, O, P, Q
and R individually, and the failure to adopt any of the amendments set forth therein will not revoke the consent with respect to
any other amendment.


 


Section 5.15.     
[Reserved].


 


Section 5.16.     
Confidential Information. (a)  The Trustee and each Series 2017-2 Note Owner agrees, by its acceptance and holding
of a beneficial interest in a Series 2017-2 Note, to maintain the confidentiality of all Confidential Information in accordance with procedures
adopted by the Trustee or such Series 2017-2 Note Owner in good faith to protect confidential information of third parties delivered to
such Person; provided, however, 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 5.16; (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 5.16; (iii) any other Series 2017-2 Note Owner; (iv) any Person of the type that would be, to such Person’s knowledge,
permitted to acquire an interest in the Series 2017-2 Notes in accordance with the requirements of the Indenture to which such Person
sells or offers to sell any such Series 2017-2 Note or any part thereof and that agrees to hold confidential the Confidential Information
substantially in accordance with this Section 5.16 (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 5.16 (or in accordance with such other confidentiality procedures
as are acceptable to ABRCF); (viii) any other Person with the consent of ABRCF; or (ix) 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 2017-2 Notes has occurred and is continuing, to the extent such Person may reasonably determine such
delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of the rights and remedies under the Series
2017-2 Notes, the Indenture or any other Related Document; provided, further, that delivery to any Series 2017-2 Note Owner
of any report or information required by the terms of the Indenture to be provided to such Series 2017-2 Note Owner shall not be a violation
of this Section 5.16. Each Series 2017-2 Note Owner agrees, by acceptance of a beneficial interest in a Series 2017-2 Note, except as
set forth in clauses (v), (vi) and (ix) above, that it shall use the Confidential Information for the sole purpose of making an investment
in the Series 2017-2 Notes or administering its investment in the Series 2017-2 Notes. In the event of any required disclosure


 






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of the
Confidential Information by such Series 2017-2 Note Owner, such Series 2017-2 Note Owner agrees to use reasonable efforts to protect the
confidentiality of the Confidential Information.


 


(b)              
For the purposes of this Section 5.16, “Confidential Information” means information delivered to the Trustee
or any Series 2017-2 Note Owner 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, however, that such term does not include information that:
(i) was publicly known or otherwise known to the Trustee or such Series 2017-2 Note Owner prior to the time of such disclosure; (ii) subsequently
becomes publicly known through no act or omission by the Trustee, any Series 2017-2 Note Owner or any person acting on behalf of the Trustee
or any Series 2017-2 Note Owner; (iii) otherwise is known or becomes known to the Trustee or any Series 2017-2 Note Owner 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 5.17.     
Capitalized Cost Covenant. ABRCF hereby agrees that it 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 ABRCF 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.


 


Section 5.18.     
Further Limitation of Liability. Notwithstanding anything in this Supplement to the contrary, in no event shall the Trustee
or its directors, officers, agents or employees be liable under this Supplement for special, indirect, punitive or consequential loss
or damage of any kind whatsoever (including, but not limited to, lost profits), even if the Trustee or its directors, officers, agents
or employees have been advised of the likelihood of such loss or damage and regardless of the form of action.


 


Section 5.19.     
Series 2017-2 Agent. The Series 2017-2 Agent shall be entitled to the same rights, benefits, protections, indemnities and
immunities hereunder as are granted to the Trustee under the Base Indenture as if set forth fully herein.


 


Section 5.20.     
Force Majeure. In no event shall the Trustee be liable for any failure or delay in the performance of its obligations under
this Supplement because of circumstances beyond the Trustee’s control, including, but not limited to, a failure, termination, suspension
of a clearing house, securities depositary, settlement system or central payment system in any applicable part of the world or acts of
God, flood, war (whether declared or undeclared), civil or military disturbances or hostilities, nuclear or natural catastrophes, political
unrest, explosion, severe weather or accident, earthquake, terrorism, fire, riot, labor disturbances, strikes or work stoppages for any
reason, embargo, government action, including any laws, ordinances, regulations or the like (whether domestic, federal, state, county
or municipal or foreign) which delay, restrict or prohibit the providing of the services contemplated by this Supplement, or the unavailability
of communications or computer facilities, the failure of equipment or interruption of communications or computer facilities, or the unavailability
of the Federal Reserve Bank wire


 






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or telex or other wire or communication facility, or any other causes beyond the Trustee’s control
whether or not of the same class or kind as specified above.


 


Section 5.21.     
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 2017-2 NOTES, THE SERIES 2017-2 DEMAND NOTES, THE SERIES 2017-2 LETTER OF CREDIT AND
ANY OTHER RELATED DOCUMENTS EXECUTED IN CONNECTION WITH THE ISSUANCE OF THE SERIES 2017-2 NOTES, 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 5.22.     
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 2017-2 NOTES, THE SERIES 2017-2 DEMAND
NOTES, THE SERIES 2017-2 LETTER OF CREDIT AND ANY OTHER RELATED DOCUMENTS EXECUTED IN CONNECTION WITH THE ISSUANCE OF THE SERIES 2017-2
NOTES 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 2017-2 NOTES, THE SERIES 2017-2 DEMAND NOTES, THE SERIES 2017-2 LETTER OF CREDIT
AND ANY OTHER RELATED DOCUMENTS EXECUTED IN CONNECTION WITH THE ISSUANCE OF THE SERIES 2017-2 NOTES IN ANY OTHER COUNTRY, STATE OR PLACE
HAVING JURISDICTION OVER SUCH ACTION OR PROCEEDING.


 


Section 5.23.     
Additional Terms of the Series 2017-2 Notes. (a) Solely with respect to this Supplement and the Series 2017-2 Notes: (a)
The Opinion of Counsel set forth in Section 2.2(f)(i)(x) of the Base Indenture shall not be required with respect to the Class
R Notes. The Opinion of Counsel set forth in Section 2.2(f)(i)(y) of the Base Indenture shall not be required with respect to the
Class R Notes for any Series issued after the date hereof.


 






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(b)       The terms Rating Agency
Confirmation Condition and Rating Agency Consent Condition shall be deemed to be satisfied with respect to Fitch if ABRCF notifies Fitch
of the applicable action at least ten (10) calendar days prior to such action (or, if Fitch agrees to less than ten (10) calendar days’
notice, such lesser period) and Fitch has not notified ABRCF and the Trustee in writing that such action will result in a reduction or
withdrawal of the rating given to the Class A Notes, the Class B Notes or the Class C Notes by Fitch within such ten (10) calendar day
(or lesser) period.


 


(c)       For
so long as the Series 2017-2 Notes are outstanding the Issuer will agree to (1) take all actions reasonably necessary to cause a
first-priority perfected security interest in, and a lien on, the Vehicles owned by AESOP Leasing and AESOP Leasing II that are titled
in Ohio, Oklahoma and Nebraska and acquired on or after the Class D Notes Closing Date, including any interest of their respective Permitted
Nominees in such Vehicles and (2) take all actions reasonably necessary to cause the Trustee to be noted as the first lienholder on the
certificate of title with respect to Vehicles owned by AESOP Leasing and AESOP Leasing II that are titled in Ohio, Oklahoma and Nebraska
and acquired on or after the Class D Notes Closing Date, or the certificate of title has been submitted to the appropriate state authorities
for such notation.


 


Section 5.24.     
Class D Notes Conditions Precedent. ABRCF may only issue Class D Notes upon the satisfaction of the conditions precedent
set forth in Section 5.15 of the Prior Supplement.


 






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


 





	 	AVIS BUDGET RENTAL CAR FUNDING (AESOP) LLC	 
	 	 	 	 
	 	By:	/s/ David Calabria	 
	 	Name:	David Calabria	 
	 	Title:	Senior Vice President and Treasurer	 



 


 


 


 



    	 	 	 



    
 


    

 





	 	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee	 
	 	 	 
	 	By:	/s/ David H. Hill	 
	 	Name: 	David H. Hill	 
	 	Title:	Vice President	 



 


 


 


	 	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Series 2017-2 Agent	 
	 	 	 
	 	By:	/s/ David H. Hill	 
	 	Name: 	David H. Hill	 
	 	Title:	Vice President