EXHIBIT
10.1


 


 


EXECUTION
VERSION


 


AVIS
BUDGET RENTAL CAR FUNDING (AESOP) LLC,

as Issuer


AVIS
BUDGET CAR RENTAL, LLC,

as Administrator


JPMORGAN
CHASE BANK, N.A.,


as
Administrative Agent


CERTAIN
NON-CONDUIT PURCHASERS,


CERTAIN
CP CONDUIT PURCHASERS,


CERTAIN
COMMITTED NOTE PURCHASERS,


CERTAIN
FUNDING AGENTS,


CERTAIN
APA BANKS


and


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

as Trustee and Series 2022-2 Agent


_____________________


SERIES
2022-2 SUPPLEMENT

dated as of June 7, 2022


to


SECOND
AMENDED AND RESTATED BASE INDENTURE

dated as of June 3, 2004


_____________________




     


     


    

 


TABLE
OF CONTENTS


 





	 	Page
	 	 
	ARTICLE I DEFINITIONS	2
	 	 
	ARTICLE II PURCHASE AND SALE OF SERIES 2022-2 NOTES;  INCREASES AND DECREASES OF SERIES 2022-2 INVESTED AMOUNT	47
	 	 	 
	Section 2.1.	Purchases of the Series 2022-2 Notes	47
	Section 2.2.	Delivery	48
	Section 2.3.	Procedure for Initial Issuance and for Increasing the Series 2022-2 Invested Amount	49
	Section 2.4.	Sales by CP Conduit Purchasers of Class A Notes to APA Banks	53
	Section 2.5.	Procedure for Decreasing the Series 2022-2 Invested Amount; Optional Termination	53
	Section 2.6.	Increases and Reductions of the Commitments; Extensions of the Commitments; Replacement of Purchaser Groups	55
	Section 2.7.	Interest; Fees	58
	Section 2.8.	Indemnification by ABRCF	61
	Section 2.9.	Funding Agents	61
	 	 
	ARTICLE III SERIES 2022-2 ALLOCATIONS	62
	 	 	 
	Section 3.1.	Establishment of Series 2022-2 Collection Account, Series 2022-2 Excess Collection Account and Series 2022-2 Accrued Interest Account.	62
	Section 3.2.	Allocations with Respect to the Series 2022-2 Notes	63
	Section 3.3.	Payments to Noteholders	67
	Section 3.4.	Payment of Class A Note Interest, Commitment Fees and Class R Monthly Note Interest	71
	Section 3.5.	Payment of Note Principal.	72
	Section 3.6.	Administrator’s Failure to Instruct the Trustee to Make a Deposit or Payment	77
	Section 3.7.	Series 2022-2 Reserve Account	78
	Section 3.8.	Multi-Series Letters of Credit and Series 2022-2 Cash Collateral Account.	80
	Section 3.9.	Series 2022-2 Distribution Account.	84
	Section 3.10.	Series 2022-2 Demand Notes Constitute Additional Collateral for Class A Notes	86
	Section 3.11.	[Reserved].	86
	Section 3.12.	Payments to Funding Agents, Purchaser Groups	86
	Section 3.13.	Subordination of the Class R Notes	87



 


 






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	 	 	Page
	 	 	 
	ARTICLE IV AMORTIZATION EVENTS	87
	 	 
	ARTICLE V RIGHT TO WAIVE PURCHASE RESTRICTIONS 	90
	 	 
	ARTICLE VI CONDITIONS PRECEDENT 	91
	 	 	 
	Section 6.1.	Conditions Precedent to Effectiveness of This Supplement 	91
	 	 	 
	ARTICLE VII CHANGE IN CIRCUMSTANCES 	95
	 	 	 
	Section 7.1.	Increased Costs 	95
	Section 7.2.	Taxes 	96
	Section 7.3.	Break Funding Payments 	99
	Section 7.4.	Alternate Rate of Interest 	100
	Section 7.5.	Mitigation Obligations 	101
	 	 
	ARTICLE VIII REPRESENTATIONS AND WARRANTIES, COVENANTS 	102
	 	 	 
	Section 8.1.	Representations and Warranties of ABRCF and the Administrator 	102
	Section 8.2.	Covenants of ABRCF and the Administrator 	104
	 	 	 
	ARTICLE IX THE ADMINISTRATIVE AGENT 	107
	 	 	 
	Section 9.1.	Appointment 	107
	Section 9.2.	Delegation of Duties 	107
	Section 9.3.	Exculpatory Provisions 	108
	Section 9.4.	Reliance by Administrative Agent 	108
	Section 9.5.	Notice of Administrator Default or Amortization Event or Potential Amortization Event 108	 
	Section 9.6.	Non-Reliance on the Administrative Agent and Other Purchaser Groups 	109
	Section 9.7.	Indemnification 	110
	Section 9.8.	The Administrative Agent in Its Individual Capacity 	110
	Section 9.9.	Resignation of Administrative Agent; Successor Administrative Agent	 110
	Section 9.10.	Erroneous Payments 	111
	 	 
	ARTICLE X THE FUNDING AGENTS 	112
	 	 	 
	Section 10.1.	Appointment 	112
	Section 10.2.	Delegation of Duties 	112
	Section 10.3.	Exculpatory Provisions 	112
	Section 10.4.	Reliance by Each Funding Agent 	113
	Section 10.5.	Notice of Administrator Default or Amortization Event or Potential Amortization Event 113	 
	Section 10.6.	Non-Reliance on Each Funding Agent and Other CP Conduit Purchaser Groups 	114
	Section 10.7.	Indemnification	114



 


 






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	 	 	Page
	 	 	 
	ARTICLE XI GENERAL 	114
	 	 	 
	Section 11.1.	Successors and Assigns 	114
	Section 11.2.	Securities Law	 118
	Section 11.3.	Adjustments; Set-off 	118
	Section 11.4.	No Bankruptcy Petition 	119
	Section 11.5.	Limited Recourse	 119
	Section 11.6.	Costs and Expenses 	120
	Section 11.7.	Exhibits 	120
	Section 11.8.	Ratification of Base Indenture 	121
	Section 11.9.	Counterparts	 121
	Section 11.10.	Governing Law 	122
	Section 11.11.	Amendments	 122
	Section 11.12.	Discharge of Indenture 	122
	Section 11.13.	Capitalization of ABRCF 	122
	Section 11.14.	Series 2022-2 Demand Notes 	122
	Section 11.15.	Termination of Supplement 	122
	Section 11.16.	Collateral Representations and Warranties of ABRCF 	123
	Section 11.17.	No Waiver; Cumulative Remedies 	124
	Section 11.18.	Waiver of Setoff 	124
	Section 11.19.	Notices 	124
	Section 11.20.	Confidential Information 	125
	Section 11.21.	Information 	126
	Section 11.22.	Waiver of Jury Trial, etc. 	126
	Section 11.23.	Submission to Jurisdiction	 126
	Section 11.24.	Consent to Certain Amendments 	127
	Section 11.25.	U.S. Patriot Act Notice 	127
	Section 11.26.	Acknowledgement Regarding Any Supported QFCs 	127
	Section 11.27.	Acknowledgement and Consent to Bail-In of Affected Financial Institutions 	128


 


 










    	 	 iii	 



     


    




SERIES
2022-2 SUPPLEMENT, dated as of June 7, 2022 (this “Supplement”), among AVIS BUDGET RENTAL CAR FUNDING (AESOP) LLC,
a special purpose limited liability company established under the laws of Delaware (“ABRCF”), AVIS BUDGET CAR RENTAL,
LLC, a limited liability company established under the laws of Delaware (“ABCR”), as administrator (the “Administrator”),
JPMORGAN CHASE BANK, N.A. (“JPMorgan Chase”), in its capacity as administrative agent for the Purchaser Groups (the
“Administrative Agent”), the NON-CONDUIT PURCHASERS from time to time party hereto, the COMMITTED NOTE PURCHASERS
from time to time party hereto, the CP CONDUIT PURCHASER GROUPS from time to time party hereto, the FUNDING AGENTS for the CP Conduit
Purchaser Groups from time to time party hereto and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (as successor in interest to The
Bank of New York), a national banking association, as trustee (in such capacity, the “Trustee”) and as agent for the
benefit of the Series 2022-2 Noteholders (in such capacity, the “Series 2022-2 Agent”), to the Second Amended
and Restated Base Indenture, dated as of June 3, 2004, between ABRCF and the Trustee (as amended, modified or supplemented from
time to time, exclusive of Supplements creating a new Series of Notes, the “Base Indenture”).


PRELIMINARY
STATEMENT


WHEREAS,
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;


NOW,
THEREFORE, the parties hereto agree as follows:


DESIGNATION


There
is hereby created a Series of Notes to be issued pursuant to the Base Indenture and this Series 2022-2 Supplement and such Series of
Notes shall be designated generally as “Variable Funding Rental Car Asset Backed Notes, Series 2022-2.” The Series 2022-2
Notes shall be issued in two Classes, the first of which shall be known as the “Class A Notes” and the second of which shall
be known as the “Class R Notes.”


On
the Series 2022-2 Closing Date, ABRCF shall issue (i) one tranche of Class A Notes, which shall be designated as the “Series 2022-2
Variable Funding Rental Car Asset Backed Notes, Class A” and (ii) one tranche of Class R Notes, which shall be designated as the
“Series 2022-2 Variable Funding Rental Car Asset Backed Notes, Class R.” The Class A Notes and the Class R Notes constitute
the Series 2022-2 Notes. The Class R Notes shall be subordinated in right of payment to the Class A Notes to the extent set forth herein.


The
proceeds from the initial Increase under the Series 2022-2 Notes and each subsequent Increase shall be deposited in the Collection Account
and shall be paid to ABRCF and used to make Loans under the Loan Agreements to the extent that the Borrowers have requested Loans thereunder
and Eligible Vehicles are available for acquisition or refinancing thereunder on the date hereof. Any such portion of proceeds not so
used to make Loans shall be deemed to be Principal Collections.




    	 	1	 



     


    

The
Series 2022-2 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, Exhibit or Schedule references herein shall refer to Articles, Sections, Subsections, Exhibits or Schedules
of this Supplement, except as otherwise provided herein. Unless otherwise stated herein, as the context otherwise requires or if such
term is otherwise defined in the Base Indenture, each capitalized term used or defined herein shall relate only to the Series 2022-2
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 2022-2 Notes and the definitions of such
terms are applicable to the singular as well as the plural form of such terms and to the masculine as well as the feminine and neuter
genders of such terms:


“ABCR”
is defined in the recitals hereto.


“ABG”
means Avis Budget Group, Inc.


“ABRCF”
is defined in the recitals hereto.


“Accounts”
means the Series 2022-2 Accrued Interest Account, the Series 2022-2 Cash Collateral Account, the Series 2022-2 Collection Account, the
Series 2022-2 Distribution Account, the Series 2022-2 Excess Collection Account and the Series 2022-2 Reserve Account.


“Acquiring
APA Bank” is defined in Section 11.1(c).


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


“Additional
CP Conduit Purchaser” is defined in Section 2.6(e).


“Additional
Funding Agent” is defined in Section 2.6(e).


“Additional
Non-Conduit Purchaser” is defined in Section 2.6(e).


“Adjusted
Daily Simple SOFR” means, for any day, an interest rate per annum equal to (a) Daily Simple SOFR as of such day, plus (b) 0.10%;
provided that if Adjusted Daily




    	 	2	 



     


    

Simple
SOFR as so determined would be less than 0%, such rate shall be deemed to be 0% for the purposes of this Supplement.


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


“Administrative
Agent” is defined in the recitals hereto.


“Administrator”
is defined in the recitals hereto.


“AESOP
II 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 (1) to the
extent such amounts are included in the calculation of the AESOP II Loan Agreement Borrowing Base as of such date, all amounts receivable,
as of such date, by AESOP Leasing II from such DBRS Non-Investment Grade Manufacturer and (2) 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 II 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 II 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.


“Affected
Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.


“Affected
Party” means any Non-Conduit Purchaser, CP Conduit Purchaser and any Program Support Provider with respect to any CP Conduit
Purchaser.


“Alternate
Base Rate” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the
Federal Funds Effective Rate in effect on such day plus 1⁄2 of 1% and (c) the Adjusted Daily Simple SOFR in effect on such day plus
1%. Any change in the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate or Adjusted Daily Simple
SOFR shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Effective Rate or Adjusted
Daily Simple SOFR, respectively. If the Alternate Base Rate is being used as an alternate rate of interest pursuant to Section 7.4 (for
the avoidance of doubt, only until the Benchmark Replacement has been determined pursuant to Section 7.4(b)), then the Alternate Base
Rate shall be the greater of clauses (a) and (b) above and shall be determined without reference to clause (c) above. For the avoidance
of doubt, if the Alternate Base Rate as determined pursuant to the foregoing would be less than 0%, such rate shall be deemed to be 0%
for the purposes of this Supplement.




    	 	3	 



     


    

“Anti-Corruption
Laws” means all laws, rules, and regulations of any jurisdiction applicable to ABCR or its Affiliates from time to time concerning
or relating to bribery or corruption.


“APA
Bank” means, with respect to a CP Conduit Purchaser, each bank or other Person set forth opposite the name of such CP Conduit
Purchaser on Schedule I or in the Purchaser Group Supplement pursuant to which such CP Conduit Purchaser became a party to this Supplement
and any assignee thereof, to the extent such assignee has assumed all or a portion of the Commitments of an APA Bank pursuant to a Transfer
Supplement entered into in accordance with Section 11.1(c).


“APA
Bank Funded Amount” means, with respect to any CP Conduit Purchaser Group for any day, the excess, if any, of the Purchaser
Group Invested Amount with respect to such CP Conduit Purchaser Group over the CP Conduit Funded Amount with respect to such CP Conduit
Purchaser Group for such day.


“APA
Bank Participants” is defined in Section 11.1(d).


“APA
Bank Percentage” means, with respect to any APA Bank, the percentage set forth opposite the name of such APA Bank on Schedule
I or the Transfer Supplement or the Purchaser Group Supplement pursuant to which such APA Bank became a party to this Supplement.


“Applicable
Margin” is defined in the Fee Letter.


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


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


“Asset
Purchase Agreement” means, with respect to any CP Conduit Purchaser, the asset purchase agreement, liquidity agreement or other
agreement among such CP Conduit Purchaser, the Funding Agent with respect to such CP Conduit Purchaser and the APA Bank with respect
to such CP Conduit Purchaser, as amended, modified or supplemented from time to time.


“Available
CP Funding Amount” means, with respect to any CP Conduit Purchaser Group for any Business Day, the sum of (i) the portion of
such CP Conduit Purchaser Group’s Commitment Percentage of the Class A Initial Invested Amount to be funded by such CP Conduit
Purchaser Group by issuing Commercial Paper if such Business Day is the Series 2022-2 Closing Date, (ii) the portion of the CP Conduit
Funded Amount with respect to such CP Conduit Purchaser Group allocated to any CP Tranche, the CP Rate Period in respect of which expires
on such Business Day and (iii) the portion of such CP Conduit Purchaser Group’s Purchaser Group Increase Amount for such Business
Day to be funded by such CP Conduit Purchaser Group by issuing Commercial Paper.


“Available
Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, any tenor for
such Benchmark (or component thereof) or




    	 	4	 



     


    

payment period for
interest calculated with reference to such Benchmark (or component thereof), as applicable, that is or may be used for determining the
length of an Interest Period for any term rate or otherwise, or for determining any frequency of making payments of interest calculated
pursuant to this Supplement as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then
removed from the definition of “Interest Period” pursuant to Section 7.4(e).


“Bail-In
Action” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any
liability of an Affected Financial Institution.


“Bail-In
Legislation” means (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European
Parliament and of the Council of the European Union, the implementing law, regulation, rule or requirement for such EEA Member Country
from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the
United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom
relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than
through liquidation, administration or other insolvency proceedings).


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


“Basel
II” means the revised Basel Accord prepared by the Basel Committee on Banking Supervision as set out in the publication entitled
“International Convergence of Capital Measurements and Capital Standards: a Revised Framework,” as updated from time to time,
and any rules, regulations, guidance, requests, interpretations or directives from any Official Body relating thereto (whether or not
having the force of law).


“Basel
III” means the revised Basel Accord prepared by the Basel Committee on Banking Supervision as set out in the publication entitled
“A Global Regulatory Framework for More Resilient Banks and Banking Systems,” as updated from time to time, and any rules,
regulations, guidance, requests, interpretations or directives from any Official Body relating thereto (whether or not having the force
of law).


“Benchmark”
means, initially, Daily Simple SOFR; provided that if a Benchmark Transition Event and the related Benchmark Replacement Date
have occurred with respect to Daily Simple SOFR or the then-current Benchmark, then “Benchmark” means the applicable Benchmark
Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 7.4(b).


“Benchmark
Replacement” means the sum of: (a) the alternate benchmark rate that has been selected by the Administrative Agent and ABRCF
as the replacement for the then-current Benchmark giving due consideration to (i) any selection or recommendation of a replacement benchmark
rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention
for determining a




    	 	5	 



     


    

benchmark
rate as a replacement for the then-current Benchmark for U.S. dollar-denominated syndicated credit facilities at such time and (b) the
related Benchmark Replacement Adjustment;


If
the Benchmark Replacement as determined above would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor
for the purposes of this Supplement and the other Series 2022-2 Documents.


“Benchmark
Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement
for any applicable Series 2022-2 Interest Period and Available Tenor for any setting of such Unadjusted Benchmark Replacement, the spread
adjustment, or method for calculating or determining such spread adjustment (which may be a positive or negative value or zero) that
has been selected by the Administrative Agent and ABRCF giving due consideration to (i) any selection or recommendation of a spread adjustment,
or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted
Benchmark Replacement by the Relevant Governmental Body on the applicable Benchmark Replacement Date and/or (ii) any evolving or then-prevailing
market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement
of such Benchmark with the applicable Unadjusted Benchmark Replacement for U.S. dollar-denominated syndicated credit facilities at such
time;


“Benchmark
Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational
changes (including changes to the definitions of “Alternate Base Rate,” “Business Day,” “Daily Simple SOFR,”
“Adjusted Daily Simple SOFR,” “U.S. Government Securities Business Day,” and “Series 2022-2 Interest Period,”
timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or
continuation notices, length of lookback periods, the applicability of breakage provisions, and other technical, administrative or operational
matters) that the Administrative Agent decides may be appropriate to reflect the adoption and implementation of such Benchmark Replacement
and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if
the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative
Agent determines that no market practice for the administration of such Benchmark Replacement exists, in such other manner of administration
as the Administrative Agent decides is reasonably necessary in connection with the administration of this Supplement and the other Series
2022-2 Documents).


“Benchmark
Replacement Date” means, with respect to any Benchmark, the earlier to occur of the following events with respect to such then-current
Benchmark:


(1)
in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (a) the date of the public
statement or publication of information referenced therein and (b) the date on which the administrator of such Benchmark (or the published
component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such
component thereof); and




    	 	6	 



     


    

(2)
in the case of clause (3) of the definition of “Benchmark Transition Event,” the first date on which such Benchmark (or the
published component used in the calculation thereof) has been determined and announced by the regulatory supervisor for the administrator
of such Benchmark (or such component thereof) to be no longer representative; provided that such non-representativeness will be determined
by reference to the most recent statement or publication referenced in such clause (3) and even if any Available Tenor of such Benchmark
(or such component thereof) continues to be provided on such date.


For
the avoidance of doubt, (i) if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the
Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference
Time for such determination and (ii) the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause
(1) or (2) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all
then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).


“Benchmark
Transition Event” means, with respect to any Benchmark, the occurrence of one or more of the following events with respect
to such then-current Benchmark:


(1)
a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used
in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark
(or such component thereof), permanently or indefinitely, provided that, at the time of such statement or publication, there is
no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof);


(2)
a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published
component used in the calculation thereof), the Board, the NYFRB, an insolvency official with jurisdiction over the administrator for
such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component)
or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component),
in each case, which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide all Available
Tenors of such Benchmark (or such component thereof) permanently or indefinitely; provided that, at the time of such statement
or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component
thereof); or


(3)
a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published
component used in the calculation thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are no
longer, or as of a specified future date will no longer be, representative.


For
the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a
public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such
Benchmark (or the published component used in the calculation thereof).




    	 	7	 



     


    

“Benchmark
Unavailability Period” means, with respect to any Benchmark, the period (if any) (x) beginning at the time that a Benchmark
Replacement Date pursuant to clauses (1) or (2) of that definition has occurred if, at such time, no Benchmark Replacement has replaced
such then-current Benchmark for all purposes hereunder and under any Series 2022-2 Document in accordance with Section 7.4 and (y) ending
at the time that a Benchmark Replacement has replaced such then-current Benchmark for all purposes hereunder and under any Series 2022-2
Document in accordance with Section 7.4.


“Beneficial
Ownership Certification” means a certification regarding beneficial ownership as required by the Beneficial Ownership Rule.


“Beneficial
Ownership Rule” means 31 C.F.R. §1010.230.


“Benefited
Purchaser Group” is defined in Section 11.3(a).


“Board”
means the Board of Governors of the Federal Reserve System or any successor thereto.


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


“Business
Day” means any day other than (a) a Saturday or a Sunday or (b) a day on which banking institutions in New York, New York,
Charlotte, North Carolina, Chicago, Illinois or the city in which the corporate trust office of the Trustee is located are authorized
or obligated by law or executive order to close; provided that, in relation to any portion of the Class A Invested Amount bearing
interest by reference to Daily Simple SOFR, and any interest rate settings for any such amount, any such day that is only a U.S. Government
Securities Business Day.


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


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


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


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


“Change
in Control” means (a) ABG shall at any time cease to own or control, directly or indirectly, greater than 50% of the Voting
Stock of ABCR, ARAC or BRAC or (b) either ABRCF or AESOP Leasing is no longer indirectly wholly-owned by ABCR.


“Change
in Law” means (a) any law, rule or regulation or any change therein or in the interpretation or application thereof (whether
or not having the force of law), in each case, adopted, issued or occurring after February 15, 2008, (b) any request, guideline or directive
(whether or not having the force of law) from any government or political subdivision or agency,




    	 	8	 



     


    

authority,
bureau, central bank, commission, department or instrumentality thereof, or any court, tribunal, grand jury or arbitrator, or any accounting
board or authority (whether or not part of government) which is responsible for the establishment or interpretation of national or international
accounting principles, in each case, whether foreign or domestic (each an “Official Body”) charged with the administration,
interpretation or application thereof, or the compliance with any request or directive of any Official Body (whether or not having the
force of law) made, issued or occurring after the Series 2022-2 Closing Date or (c) the compliance with, or application or implementation
of, any of the foregoing or Basel II and/or Basel III by an Affected Party after the Series 2022-2 Closing Date.


“Claim”
is defined in Section 2.8.


“Class”
means a class of the Series 2022-2 Notes, which may be the Class A Notes or the Class R Notes.


“Class
A Controlled Distribution Amount” means, with respect to any Related Month during the Series 2022-2 Controlled Amortization
Period, an amount equal to the excess of (x) one-third of the Class A Invested Amount on the Scheduled Expiry Date (after giving effect
to any Increase or Decrease on the Scheduled Expiry Date) over (y) the aggregate amount of any Decreases made during such Related Month
pursuant to Section 2.5.


“Class
A Initial Invested Amount” has the meaning specified in Section 2.3(a)(i).


“Class
A Invested Amount” means, on any date of determination, the sum of the Purchaser Group Invested Amounts with respect to each
of the Purchaser Groups on such date.


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


“Class
A Monthly Interest” means, with respect to any Series 2022-2 Interest Period, an amount equal to the product of (a) the average
daily Class A Invested Amount during such Series 2022-2 Interest Period, (b) the Class A Note Rate for such Series 2022-2 Interest Period
and (c) the number of days in such Series 2022-2 Interest Rate Period divided by 360.


“Class
A Monthly Interest Shortfall” has the meaning specified in Section 3.3(f).


“Class
A Note” means any one of the Series 2022-2 Variable Funding 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.


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


“Class
A Note Rate” means for any Series 2022-2 Interest Period, the interest rate equal to the product of (a) the percentage equivalent
of a fraction, the numerator of which is




    	 	9	 



     


    

equal to the sum
of the Monthly Funding Costs with respect to each Purchaser Group for such Series 2022-2 Interest Period and the denominator of which
is equal to the average daily Class A Invested Amount during such Series 2022-2 Interest Period and (b) a fraction, the numerator of
which is 360 and the denominator of which is the number of days in such Series 2022-2 Interest Period; provided, however,
that the Class A Note Rate will in no event be higher than the maximum rate permitted by applicable law.


“Class
R Controlled Distribution Amount” means, with respect to any Related Month during the Series 2022-2 Controlled Amortization
Period, an amount equal to (1) if the Class A Invested Amount is greater than $0 as of the Distribution Date with respect to such Related
Month, $0 and (2) if the Class A Invested Amount has been reduced to $0 as of the Distribution Date with respect to such Related Month,
the Class R Invested Amount as of the last day of such Related Month.


“Class
R Initial Invested Amount” has the meaning specified in Section 2.3(a)(ii).


“Class
R Invested Amount” means, as of any date of determination, (a) when used with respect to the Series 2022-2 Closing Date, the
Class R Initial Invested Amount and (b) when used with respect to any other date, an amount equal to (i) the Class R Invested Amount
on the immediately preceding Business Day plus (ii) the Increase Amount with respect to the Class R Notes on such date minus (iii) the
amount of principal payments made on the Class R Notes pursuant to Section 3.5(e)(ii) or Section 3.5(f) on such date.


“Class
R Maximum Invested Amount” means, with respect to any Committed Note Purchaser, the amount set forth opposite the name of such
Committed Note Purchaser on Schedule I or in the Class R Supplement pursuant to which such Committed Note Purchaser became a party to
this Supplement, as such amount may be increased from time to time as provided in Section 2.6.


“Class
R Monthly Interest” means, with respect to any Series 2022-2 Interest Period, an amount equal to the product of (a) the average
daily Class R Invested Amount during such Series 2022-2 Interest Period, (b) the Class R Note Rate for such Series 2022-2 Interest Period
and (c) the number of days in such Series 2022-2 Interest Rate Period (assuming a 360-day year consisting of twelve 30-day months) divided
by 360.


“Class
R Monthly Interest Shortfall” is defined in Section 3.3(j).


“Class
R Note” means any one of the Series 2022-2 Variable Funding 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 A-2.


“Class
R Note Rate” means 5.85%.


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


“Class
R Supplement” is defined in Section 11.1(a).




    	 	10	 



     


    

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


“Committed
Note Purchasers” means each entity listed as such on Schedule I or in the Class R Supplement pursuant to which such entity
became a party to this Supplement.


“Commitment”
means, with respect to (a) the APA Banks included in any CP Conduit Purchaser Group, the obligation of such APA Banks to purchase a Class
A Note on the Series 2022-2 Closing Date and, thereafter, to maintain and, subject to certain conditions, increase the Purchaser Group
Invested Amount with respect to such CP Conduit Purchaser Group, in each case, in an amount up to the Maximum Purchaser Group Invested
Amount with respect to such CP Conduit Purchaser Group, (b) any Non-Conduit Purchaser Group, the obligation of the Related Non-Conduit
Purchaser to purchase a Class A Note on the Series 2022-2 Closing Date and, thereafter, to maintain and, subject to certain conditions,
increase the Purchaser Group Invested Amount with respect to such Non-Conduit Purchaser Group, in each case, in an amount up to the Maximum
Purchaser Group Invested Amount with respect to such Non-Conduit Purchaser Group or (c) any Committed Note Purchaser, the obligation
of the Committed Note Purchaser to purchase a Class R Note on the Series 2022-2 Closing Date in an amount equal to $48,000,000 and, thereafter,
to maintain and, subject to certain conditions, increase the Class R Invested Amount with respect to such Committed Note Purchaser, in
each case, in an amount that satisfies the Retention Test on the applicable Increase Date, up to the Class R Maximum Invested Amount
with respect to such Committed Note Purchaser.


“Commitment
Amount” means, (A) with respect to the APA Banks included in any CP Conduit Purchaser Group, an amount equal to 102% of the
Maximum Purchaser Group Invested Amount with respect to such CP Conduit Purchaser Group or (B) with respect to any Non-Conduit Purchaser,
an amount equal to the Maximum Purchaser Group Invested Amount with respect to such Non-Conduit Purchaser.


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


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


“Commitment
Percentage” means, on any date of determination, with respect to any Purchaser Group, the ratio, expressed as a percentage,
which such Purchaser Group’s Maximum Purchaser Group Invested Amount bears to the Class A Maximum Invested Amount on such date.


“Company
indemnified person” is defined in Section 2.8.


“Conduit
Assignee” means, with respect to any CP Conduit Purchaser, any commercial paper conduit administered by the Funding Agent with
respect to such CP Conduit Purchaser and designated by such Funding Agent to accept an assignment from such CP Conduit Purchaser of the
Purchaser Group Invested Amount or a portion thereof with respect to such CP Conduit Purchaser pursuant to Section 11.1(b).




    	 	11	 



     


    

“Confirmation
Condition” means, with respect to any Bankrupt Manufacturer which is a debtor in Chapter 11 Proceedings, a condition that shall
be satisfied upon the bankruptcy court having competent jurisdiction over such Chapter 11 Proceedings issuing an order that remains in
effect approving (i) the assumption of such Bankrupt Manufacturer’s Manufacturer Program (and the related Assignment Agreements)
by such Bankrupt Manufacturer or the trustee in bankruptcy of such Bankrupt Manufacturer under Section 365 of the Bankruptcy Code and
at the time of such assumption, the payment of all amounts due and payable by such Bankrupt Manufacturer under such Manufacturer Program
and the curing of all other defaults by the Bankrupt Manufacturer thereunder or (ii) the execution, delivery and performance by such
Bankrupt Manufacturer of a new post-petition Manufacturer Program (and the related assignment agreements) on the same terms and covering
the same Vehicles as such Bankrupt Manufacturer’s Manufacturer Program (and the related Assignment Agreements) in effect on the
date such Bankrupt Manufacturer became subject to such Chapter 11 Proceedings and, at the time of the execution and delivery of such
new post-petition Manufacturer Program, the payment of all amounts due and payable by such Bankrupt Manufacturer under such Manufacturer
Program and the curing of all other defaults by the Bankrupt Manufacturer thereunder; provided that notwithstanding the foregoing,
the Confirmation Condition shall be deemed satisfied until the 90th calendar day following the initial filing in respect of
such Chapter 11 Proceedings.


“Consent”
is defined in Article V.


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


“CP
Conduit Funded Amount” means, with respect to any CP Conduit Purchaser Group for any day, the portion of the Purchaser Group
Invested Amount with respect to such CP Conduit Purchaser Group funded by such CP Conduit Purchaser Group through the issuance of Commercial
Paper outstanding on such day.


“CP
Conduit Purchaser” means each commercial paper conduit listed on Schedule I or party to a Purchaser Group Supplement pursuant
to which such commercial paper conduit became a party to this Supplement


“CP
Conduit Purchaser Group” means, collectively, a CP Conduit Purchaser or CP Conduit Purchasers, as the case may be, and the
APA Banks with respect to such CP Conduit Purchaser or CP Conduit Purchasers.


“CP
Rate Period” means, with respect to any CP Tranche, a period of days not to exceed 270 days commencing on a Business Day selected
in accordance with Section 2.7(b); provided that (x) if a CP Rate Period would end on a day that is not a Business Day, such CP
Rate Period shall end on the next succeeding Business Day and (y) during the Series 2022-2 Controlled Amortization Period and the Series
2022-2 Rapid Amortization Period, each CP Rate Period shall end on or prior to the next succeeding Distribution Date.


“CP
Tranche” means, with respect to a Match Funding CP Conduit Purchaser, a portion of the CP Conduit Funded Amount with respect
to such Match Funding CP Conduit




    	 	12	 



     


    

Purchaser
for which the Monthly Funding Costs with respect to such Match Funding CP Conduit Purchaser is calculated by reference to a particular
Discount and a particular CP Rate Period.


“Credit
Agreement” means the Sixth Amended and Restated Credit Agreement, dated as of July 9, 2021, among Avis Budget Holdings, LLC,
as Borrower, ABCR, as Borrower, the subsidiary borrowers referred to therein, the several lenders referred to therein, JPMorgan Chase,
as Administrative Agent, Deutsche Bank Securities Inc., as Syndication Agent, each of Citibank, N.A., Bank of America, N.A., Barclays
Bank PLC and Credit Agricole Corporate and Investment Bank, as Co-Documentation Agents, as amended, restated, modified, supplemented
or waived from time to time in accordance with its terms.


“Daily
Simple SOFR” means, for any day (a “SOFR Rate Day”), SOFR for the day (such day, a “SOFR Determination
Date”) that is five (5) U.S. Government Securities Business Days prior to (i) if such SOFR Rate Day is a U.S. Government Securities
Business Day, such SOFR Rate Day or (ii) if such SOFR Rate Day is not a U.S. Government Securities Business Day, the U.S. Government
Securities Business Day immediately preceding such SOFR Rate Day, in each case, as such SOFR is published by the SOFR Administrator on
the SOFR Administrator’s Website.


“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 Ratings, Ltd. (together, the “Equivalent Rating Agencies”), either (A) if at
least two Equivalent Rating Agencies have provided equivalent long-term senior unsecured debt ratings with respect to such Person, the
DBRS equivalent of such equivalent ratings (regardless of any rating from the other Equivalent Rating Agency) or (B) otherwise, the median
of the DBRS equivalents of the long-term senior unsecured debt 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 long-term
senior unsecured debt 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 long-term senior unsecured debt 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




    	 	13	 



     


    

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 Noteholders with respect to such DBRS Non-Investment Grade Manufacturer; provided, however,
that as of the Effective 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 Effective 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 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 Effective 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 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 (high)” or below (or is not rated by DBRS or any Equivalent Rating
Agency on such date of determination), 0%; provided that any Manufacturer whose long-term senior unsecured debt rating from DBRS
is downgraded after the Effective 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 Effective 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.


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


“Deferrable
Increase Notice” means a notice of Increase that provides that a Delayed Funding Notice may be provided by any Purchaser Group
with respect to such Increase in accordance with Section 2.3(e).


“Delayed
Amount” is defined in Section 2.3(e).




    	 	14	 



     


    

“Delayed
Funding Date” is defined in Section 2.3(e).


“Delayed
Funding Notice” is defined in Section 2.3(e).


“Delayed
Funding Purchaser Group” is defined in Section 2.3(e).


“Delayed
Funding Reimbursement Amount” means, with respect to any Delayed Amount of a Delayed Funding Purchaser Group funded by Non-Delayed
Funding Purchaser Groups on an Increase Date, an amount equal to the excess, if any, of (a) such Delayed Amount over (b) the amount,
if any, by which the portion of any principal payment made by ABRCF to such Non-Delayed Funding Purchaser Group pursuant to Section 2.5,
Section 2.6 or Section 3.5 on any date during the period from and including such Increase Date to but excluding the Delayed Funding Date
for such Delayed Amount, was greater than what it would have been had such Delayed Amount been funded by such Delayed Funding Purchaser
Group on such Increase Date.


“Demand
Note Issuer” means each issuer of a Series 2022-2 Demand Note.


“Demand
Note Preference Payment Amount” means, as of any day, (i) the aggregate amount of all proceeds of demands made on the
Series 2022-2 Demand Notes pursuant to Section 3.5(c)(iii) or 3.5(d)(ii) that were deposited into the Series 2022-2 Distribution
Account and paid to the Series 2022-2 Noteholders during the one-year period ending on such day; provided, however, that
if an Event of Bankruptcy (or the occurrence of an event described in clause (a) of the definition thereof, without the lapse of a period
of 60 consecutive days) with respect to a Demand Note Issuer shall have occurred during such one-year period, the Demand Note Preference
Payment Amount as of such day shall equal the Demand Note Preference Payment Amount as if it were calculated as of the date of such occurrence
minus (ii) the aggregate amount withdrawn from the Series 2022-2 Reserve Account or the Series 2022-2 Cash Collateral Account
and paid to a Funding Agent pursuant to Section 3.7(e) on account of a Preference Amount.


“Designated
Amounts” is defined in Article V.


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


“Discount”
means as of any day, (a) with respect to any Match Funding CP Conduit Purchaser, the interest or discount component of the Commercial
Paper issued by, or for the benefit of, such Match Funding CP Conduit Purchaser to fund or maintain the CP Conduit Funded Amount with
respect to such Match Funding CP Conduit Purchaser, including an amount equal to the portion of the face amount of the outstanding Commercial
Paper issued to fund or maintain the CP Conduit Funded Amount with respect to such CP Conduit Purchaser that corresponds to the portion
of the proceeds of such Commercial Paper that was used to pay the interest or discount component of maturing Commercial Paper issued
to fund or maintain such CP Conduit Funded Amount, to the extent that such CP Conduit Purchaser has not received payments of interest
in respect of such interest component prior to the maturity date of such maturing Commercial Paper, and including the portion of such
interest or discount component




    	 	15	 



     


    

constituting dealer
or placement agent commissions and (b) with respect to any Pooled Funding CP Conduit Purchaser, the amount of interest or discount to
accrue on or in respect of the Commercial Paper issued by, or for the benefit of, such Pooled Funding CP Conduit Purchaser allocated,
in whole or in part, by the Funding Agent with respect to such Pooled Funding CP Conduit Purchaser, to fund the purchase or maintenance
of the CP Conduit Funded Amount with respect to such Pooled Funding CP Conduit Purchaser (including, without limitation, any interest
attributable to the commissions of placement agents and dealers in respect of such Commercial Paper and any costs associated with funding
small or odd-lot amounts, to the extent that such commissions or costs are allocated, in whole or in part, to such Commercial Paper by
such Funding Agent); provided that with respect to any CP Conduit Purchaser with respect to which JPMorgan Chase Bank, N.A. acts
as the related APA Bank, “Discount” shall mean the amount of interest or discount to accrue on or in respect of the Commercial
Paper issued by, or for the benefit of, such CP Conduit Purchaser allocated, in whole or in part, by the Funding Agent with respect to
such CP Conduit Purchaser, to fund the purchase or maintenance of the CP Conduit Funded Amount with respect to such CP Conduit Purchaser
at the per annum rate calculated to yield the “weighted average cost” (as defined below) for such day in respect to Commercial
Paper issued by such CP Conduit Purchaser on or after March 1, 2019; provided, however, that if any component of such rate
is a discount rate, in calculating the Discount for such day, the rate resulting from converting such discount rate to an interest bearing
equivalent rate per annum shall be used in calculating such component. As used in this definition, “weighted average cost”
for any day means the sum (without duplication) of (i) the actual interest accrued during such day on outstanding Commercial Paper issued
by such CP Conduit Purchaser on or after March 1, 2019 (excluding any Commercial Paper issued to and held by the related Funding Agent
or any affiliate thereof, other than such Commercial Paper held as part of the market making activities of such CP Conduit Purchaser’s
Commercial Paper dealer), (ii) the commissions of placement agents and dealers in respect of such Commercial Paper, (iii) any note issuance
costs attributable to such Commercial Paper not constituting dealer fees or commissions, expressed as an annualized percentage of the
aggregate principal component thereof, (iv) the actual interest accrued during such day on other borrowings by such CP Conduit Purchaser
(as determined by its Funding Agent), including to fund small or odd dollar amounts that are not easily accommodated in the commercial
paper market, which may include loans from CP Conduit Purchaser’s Funding Agent or its affiliates (such interest rate not to exceed,
on any day, the Federal Funds Effective Rate in effect on such day plus 0.50%), and (v) incremental carrying costs incurred with respect
to Commercial Paper maturing on dates other than those on which corresponding funds are received by such CP Conduit Purchaser, minus
any accrual of income net of expenses received from investment of collections received under all receivable purchase facilities funded
substantially with Commercial Paper.


“EEA
Financial Institution” means (a) any credit institution or financial institution established in any EEA Member Country which
is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of
an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which
is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with
its parent.


“EEA
Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.




    	 	16	 



     


    

“EEA
Resolution Authority” means any public administrative authority or any Person entrusted with public administrative authority
of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.


“Effective
Date” is defined in Section 6.1.


“Eligible
Assignee” means a financial institution having short-term debt ratings of at least “A-1” from Standard & Poor’s
and “P-1” from Moody’s.


“EU
Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor
Person), as in effect from time to time


“EU
Securitisation Regulation” means Regulation (EU) 2017/2402 of the European Parliament and of the Council and any related guidelines,
guidance and regulatory technical standards or implementing technical standards (including any such guidelines or standards which are
applicable pursuant to any transitional provisions of the Securitisation Regulation), each as amended, modified or supplemented from
time to time as they apply to the transactions contemplated hereby.


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


“Excluded
Taxes” means, with respect to the Administrative Agent, any Non-Conduit Purchaser, any CP Conduit Purchaser, any Committed
Note Purchaser, any APA Bank, any Funding Agent, any Program Support Provider or any other recipient of any payment to be made by or
on account of any obligation of ABRCF hereunder, (a) income or franchise taxes imposed on (or measured by) its net income by the United
States of America or by any other Governmental Authority, in each case, as a result of a present or former connection between the United
States of America or the jurisdiction of such Governmental Authority imposing such tax, as the case may be, and the Administrative Agent,
such Non-Conduit Purchaser, such CP Conduit Purchaser, such Committed Note Purchaser, such APA Bank, such Funding Agent, such Program
Support Provider or any other such recipient (except a connection arising solely from the Administrative Agent’s, such Non-Conduit
Purchaser’s, such CP Conduit Purchaser’s, such Committed Note Purchaser’s, such APA Bank’s, such Program Support
Provider’s or such recipient’s having executed, delivered or performed its obligations hereunder, receiving a payment hereunder
or enforcing the Series 2022-2 Notes) and (b) any branch profits tax imposed by the United States of America or any similar tax imposed
by any other jurisdiction in which ABRCF is located (except any such branch profits or similar tax imposed as a result of a connection
with the United States of America or other jurisdiction as a result of a connection arising solely from the Administrative Agent’s,
such Non-Conduit Purchaser’s, such CP Conduit Purchaser’s, such Committed Note Purchaser’s, such APA Bank’s,
such Program Support Provider’s or such recipient’s having executed, delivered or performed its obligations hereunder, receiving
a payment hereunder or enforcing the Series 2022-2 Notes).




    	 	17	 



     


    

“Expiry
Date” means, with respect to any Purchaser Group, the earlier of (a) the Scheduled Expiry Date with respect to such Purchaser
Group and (b) the date on which an Amortization Event with respect to the Series 2022-2 Notes shall have been declared or automatically
occurred.


“Extending
Purchaser Group” means a Purchaser Group other than a Non-Extending Purchaser Group.


“FATCA”
means The Foreign Account Tax Compliance Act as contained in Sections 1471 through 1474 of the Code, as amended, along with any regulations
or official interpretations thereof and any agreement (including any intergovernmental agreement or any law implementing such intergovernmental
agreement) entered into in connection therewith.


“Federal
Funds Effective Rate” means, for any day, the rate calculated by the NYFRB based on such day’s federal funds transactions
by depositary institutions, as determined in such manner as shall be set forth on the NYFRB’s Website from time to time, and published
on the next succeeding Business Day by the NYFRB as the effective federal funds rate; provided that if none of such rates are
published for any day that is a Business Day, the term “Federal Funds Effective Rate” means the rate for a federal funds
transaction quoted at 11:00 a.m. on such day received by the Administrative Agent from a federal funds broker of recognized standing
selected by it; provided further that if the Federal Funds Effective Rate as so determined would be less than 0%, such rate shall
be deemed to be 0% for the purposes of this Supplement.


“Fee
Letter” means the letter dated the date hereof, from ABRCF addressed to the Administrative Agent, each Non-Conduit Purchaser
and each of the CP Conduit Purchasers, the Funding Agents and the APA Banks, setting forth certain fees payable from time to time to
the Purchaser Groups, as such letter may be amended or replaced from time to time.


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


“Fitch”
means Fitch Ratings, Inc.


“Floating
Tranche” means, with respect to any CP Conduit Purchaser Group, the portion of the APA Bank Funded Amount with respect to such
CP Conduit Purchaser Group not allocated to the SOFR Tranche.


“Floor”
means the benchmark rate floor, if any, provided in this Supplement initially (as of the Effective Date, the modification, amendment
or renewal of this Supplement or otherwise) with respect to Adjusted Daily Simple SOFR. For the avoidance of doubt, the initial Floor
for Adjusted Daily Simple SOFR shall be 0%.


“Funding
Agent” means, with respect to each CP Conduit Purchaser and its CP Conduit Purchaser Group, the agent bank set forth opposite
the name of such CP Conduit Purchaser on Schedule I or in the Purchaser Group Supplement pursuant to which such CP Conduit Purchaser
became a party to this Supplement.




    	 	18	 



     


    

“Inclusion
Date” means, with respect to any Vehicle, the date that is three months after the earlier of (i) the date such Vehicle became
a Redesignated Vehicle and (ii) if the Manufacturer of such Vehicle is a Bankrupt Manufacturer, the date upon which the Event of Bankruptcy
which caused such Manufacturer to become a Bankrupt Manufacturer first occurred.


“Increase”
is defined in Section 2.3(a).


“Increase
Amount” is defined in Section 2.3(a).


“Increase
Date” is defined in Section 2.3(a).


“Indemnified
Taxes” means Taxes other than Excluded Taxes.


“JPMorgan
Chase” is defined in the recitals hereto.


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


“LOC
Pro Rata Share” means, with respect to any Multi-Series Letter of Credit Provider as of any date, the fraction (expressed as
a percentage) obtained by dividing (A) the available amount allocated to the Series 2022-2 Notes under such Multi-Series Letter of Credit
Provider’s Multi-Series Letter of Credit as of such date by (B) an amount equal to the aggregate available amount allocated to
the Series 2022-2 Notes under all Multi-Series Letters of Credit as of such date; provided that only for purposes of calculating
the LOC Pro Rata Share with respect to any Multi-Series Letter of Credit Provider as of any date, if such Multi-Series Letter of Credit
Provider has not complied with its obligation to pay the Trustee the amount of any draw under the Multi-Series Letter of Credit made
prior to such date, the available amount under such Multi-Series 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 Multi-Series Letter of Credit Provider has paid such amount to the Trustee and been reimbursed by the Lessee or
the applicable Demand Note Issuer, as the case may be, for such amount (provided that the foregoing calculation shall not in any
manner reduce the undersigned’s actual liability in respect of any failure to pay any demand under the Multi-Series Letter of Credit).


“Mandatory
Decrease” is defined in Section 2.5(e).


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




    	 	19	 



     


    

clause
(a) and (b) leased under the AESOP I Operating Lease and the Finance Lease as of the preceding Determination Date and the two Determination
Dates precedent thereto.


“Match
Funding CP Conduit Purchaser” means each CP Conduit Purchaser that is designated as such on Schedule I (or in the Purchaser
Group Supplement pursuant to which such CP Conduit Purchaser became a party to this Supplement) or that, after the Series 2022-2 Closing
Date, notifies ABRCF and the Administrative Agent in accordance with Section 2.7(d) in writing that it is funding its CP Conduit Funded
Amount with Commercial Paper issued by it, or for its benefit, in specified CP Tranches selected in accordance with Sections 2.7(b) and
(c) and that, in each case, has not subsequently notified ABRCF and the Administrative Agent in writing that ABRCF will no longer be
permitted to select CP Tranches in accordance with Sections 2.7(b) and (c) in respect of the CP Conduit Funded Amount with respect to
such CP Conduit Purchaser.


“Maximum
Purchaser Group Invested Amount” means, with respect to (a) any CP Conduit Purchaser Group, the amount set forth opposite the
name of the CP Conduit Purchaser or CP Conduit Purchasers, as applicable, included in such CP Conduit Purchaser Group on Schedule I
or in the Purchaser Group Supplement pursuant to which such CP Conduit Purchaser Group became a party to this Supplement or (b) any Non-Conduit
Purchaser Group, the amount set forth opposite the name of such Non-Conduit Purchaser Group on Schedule I or in the Purchaser Group Supplement
pursuant to which such Non-Conduit Purchaser Group became a party to this Supplement, in each case, as such amount may be increased or
reduced from time to time as provided in Section 2.6. The Maximum Purchaser Group Invested Amount with respect to each Non-Extending
Purchaser Group shall be reduced to zero on the Scheduled Expiry Date with respect to such Purchaser Group.


“Monthly
Funding Costs” means, with respect to each Series 2022-2 Interest Period and:


(a)          any
CP Conduit Purchaser Group, the sum of:


(i)          for
each day during such Series 2022-2 Interest Period, (A) with respect to a Match Funding CP Conduit Purchaser, the aggregate amount of
Discount accruing on all outstanding Commercial Paper issued by, or for the benefit of, such Match Funding CP Conduit Purchaser to fund
the CP Conduit Funded Amount with respect to such Match Funding CP Conduit Purchaser on such day, (B) with respect to a Pooled Funding
CP Conduit Purchaser, the aggregate amount of Discount accruing on or otherwise in respect of the Commercial Paper issued by, or for
the benefit of, such Pooled Funding CP Conduit Purchaser allocated, in whole or in part, by the Funding Agent with respect to such Pooled
Funding CP Conduit Purchaser, to fund the purchase or maintenance of the CP Conduit Funded Amount with respect to such Pooled Funding
CP Conduit Purchaser or (C) with respect to a SOFR Funding CP Conduit Purchaser, the product of (x) the CP Conduit Funded Amount with
respect to such CP Conduit Purchaser Group on such day times (y) Adjusted Daily Simple SOFR for such day, divided by (z)
360; plus


(ii)          for
each day during such Series 2022-2 Interest Period, the sum of:




    	 	20	 



     


    

(A)          the
product of (I) the portion of the APA Bank Funded Amount with respect to such CP Conduit Purchaser Group allocated to the Floating Tranche
with respect to such CP Conduit Purchaser Group on such day times (II) the Alternate Base Rate plus the Applicable Margin
on such day, divided by (III) 365 (or 366, as the case may be) plus


(B)          the
product of (I) the portion of the APA Bank Funded Amount with respect to such CP Conduit Purchaser Group allocated to the SOFR Tranche
with respect to such CP Conduit Purchaser Group on such day times (II) Adjusted Daily Simple SOFR on such date plus the
Applicable Margin on such day in effect with respect thereto divided by (III) 360; plus


(iii)          for
each day during such Series 2022-2 Interest Period, the product of (A) the CP Conduit Funded Amount with respect to such CP Conduit Purchaser
Group on such day times (B) the Program Fee Rate on such day divided by (C) 360; or


(b)          any
Non-Conduit Purchaser Group, the sum for each day during such Series 2022-2 Interest Period of the product of (i) the Purchaser Group
Invested Amount with respect to such Non-Conduit Purchaser Group on such day times (ii) the sum of (A) Adjusted Daily Simple SOFR
with respect to such day and (B) either (1) the Program Fee Rate on such day or (2) in accordance with the terms of Section 2.7(h), the
Applicable Margin with respect to any SOFR Tranche on such day, as applicable, divided by (iii) 360; provided, however,
that if (x) any Change in Law shall make it unlawful for any Non-Conduit Purchaser Group to fund its Purchaser Group Invested Amount
at the Benchmark, (y) the Administrative Agent or any Non-Conduit Purchaser determines (which determination shall be conclusive absent
manifest error) that adequate and reasonable means do not exist for ascertaining the Benchmark or (z) any Non-Conduit Purchaser determines
that the Benchmark will not adequately and fairly reflect the cost to such Non-Conduit Purchaser of funding the Purchaser Group Invested
Amount with respect to its Related Purchaser Group, and in each such case such Non-Conduit Purchaser Group shall have notified the Administrative
Agent in writing thereof (and not subsequently notified the Administrative Agent such circumstances no longer exist), the amount of Monthly
Funding Costs for each day with respect to such Non-Conduit Purchaser Group will be calculated using the sum of (1) the Alternate Base
Rate (or, if a Benchmark Replacement has been implemented in accordance with Section 7.4, such Benchmark Replacement) and (2) the Program
Fee Rate or, if the Applicable Margin with respect to the SOFR Tranche would otherwise be used in clause (ii) above in this clause (b),
the Applicable Margin with respect to the SOFR Tranche on such day in such clause (ii); provided, further, that, notwithstanding
anything herein to the contrary, on any day on which an Amortization Event shall have occurred and be continuing, the amount of Monthly
Funding Costs for such day with respect to such Non-Conduit Purchaser will be calculated using the sum of (1) the Alternate Base Rate
for such day and (2) the Applicable Margin with respect to the Floating Tranche on such day.


“Monthly
Total Principal Allocation” means for any Related Month the sum of all Series 2022-2 Principal Allocations with respect to
such Related Month.


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




    	 	21	 



     


    

“Multi-Series
Letter of Credit” means an irrevocable letter of credit, if any, substantially in the form of Exhibit G issued by a
Series 2022-2 Eligible Letter of Credit Provider in favor of the Trustee for the benefit, in whole or in part, of the Series 2022-2 Noteholders
(provided that a Multi-Series Letter of Credit may also benefit Noteholders of certain other Series).


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


“Multi-Series
Letter of Credit Provider” means any issuer of any Multi-Series Letter of Credit.


“Multi-Series
Letter of Credit Termination Date” means the first to occur of (a) the date on which the Series 2022-2 Notes are fully
paid and (b) the Series 2022-2 Termination Date.


“Non-Conduit
Purchaser” means each financial institution or other entity (other than a commercial paper conduit, APA Bank or Funding Agent)
listed on Schedule I or party to a Purchaser Group Supplement pursuant to which such financial institution or entity became a party to
this Supplement.


“Non-Conduit
Purchaser Group” means a Non-Conduit Purchaser.


“Non-Conduit
Purchaser Participants” is defined in Section 11.1(f).


“Non-Deferrable
Draw Amount” means, with respect to any Purchaser Group as of any Increase Date, an amount equal to the lesser of (i) the excess,
if any, of (x) 10% of the Maximum Purchaser Group Invested Amount with respect to such Purchaser Group over (y) the portion of any Increase
Amounts funded by such Purchaser Group during the preceding thirty-five (35) days pursuant to a Non-Deferrable Increase Notice or, to
the extent of any decrease pursuant to Section 2.3(e) in the Delayed Amount set forth in a Delayed Funding Notice delivered by such Purchaser
Group, a Deferrable Increase Notice and (ii) the excess, if any, of (x) the Maximum Purchaser Group Invested Amount with respect to such
Purchaser Group over (y) the sum of (1) the Purchaser Group Invested Amount with respect to such Purchaser Group and (2) any unfunded
Delayed Amounts with respect to such Purchaser Group, in each case as of such Increase Date.


“Non-Deferrable
Increase Notice” means a notice of Increase that provides that a Delayed Funding Notice may not be provided by any Purchaser
Group with respect to such Increase in accordance with Section 2.3(e).


“Non-Delayed
Funding Purchaser Group” is defined in Section 2.3(f).


“Non-Extending
Purchaser Group” means any Purchaser Group who shall not have agreed to an extension of its Scheduled Expiry Date pursuant
to Section 2.6(b).


“NYFRB”
means the Federal Reserve Bank of New York.




    	 	22	 



     


    

“NYFRB’s
Website” means the website of the NYFRB at http://www.newyorkfed.org, or any successor source.


“Optional
Termination Date” is defined in Section 2.5(b).


“Optional
Termination Notice” is defined in Section 2.5(b).


“Other
Taxes” means any and all current or future stamp or documentary taxes or other excise or property taxes, charges or similar
levies arising from any payment made under this Supplement, the Base Indenture, or any Related Documents or from the execution, delivery
or enforcement of, or otherwise with respect to, this Supplement, the Base Indenture or any Related Document.


“Outstanding”
means, with respect to the Series 2022-2 Notes, the Series 2022-2 Invested Amount shall not have been reduced to zero and all accrued
interest and other amounts owing on the Series 2022-2 Notes and to the Administrative Agent, the Funding Agents, the CP Conduit Purchasers,
the Committed Note Purchasers, the APA Banks and the Non-Conduit Purchasers hereunder shall not have been paid in full.


“Past
Due Rent Payment” is defined in Section 3.2(g).


“Patriot
Act” is defined in Section 11.25.


“Payment”
is defined in Section 9.10(a).


“Payment
Notice” is defined in Section 9.10(b).


“Permitted
Investments” means negotiable instruments or securities maturing on or before the Distribution Date next occurring after the
investment therein, payable in Dollars, issued by an entity organized under the laws of the United States of America and represented
by instruments in bearer or registered or in book-entry form which evidence (i) obligations the full and timely payment of which are
to be made by or is fully guaranteed by the United States of America other than financial contracts whose value depends on the values
or indices of asset values; (ii) demand deposits of, time deposits in, or certificates of deposit issued by, any depositary institution
or trust company incorporated under the laws of the United States of America or any state thereof whose short-term debt is rated “P-1”
by Moody’s and “A-1” or higher by Standard & Poor’s and subject to supervision and examination by Federal
or state banking or depositary institution authorities; provided, however, that at the earlier of (x) the time of the investment
and (y) the time of the contractual commitment to invest therein, the certificates of deposit or short-term deposits, if any, or long-term
unsecured debt obligations (other than such obligation whose rating is based on collateral or on the credit of a Person other than such
institution or trust company) of such depositary institution or trust company shall have a credit rating from Standard & Poor’s
of “A-1+”, in the case of certificates of deposit or short-term deposits, or a rating from Standard & Poor’s not
lower than “AA”, in the case of long-term unsecured debt obligations; (iii) commercial paper having, at the earlier of (x)
the time of the investment and (y) the time of the contractual commitment to invest therein, a rating from Standard & Poor’s
of “A-1+” and a rating from Moody’s of “P-1”; (iv) bankers’ acceptances issued by any depositary
institution or trust company described in clause (ii) above; (v)




    	 	23	 



     


    

investments
in money market funds (x) rated “AAm” by Standard & Poor’s or otherwise approved in writing by Standard & Poor’s
and (y) rated “Aaa” by Moody’s or otherwise approved in writing by Moody’s; (vi) Eurodollar time deposits having
a credit rating from Standard & Poor’s of “A-1+” and a credit rating from Moody’s of at least “A3”
or “P-1”; (vii) repurchase agreements involving any of the Permitted Investments described in clauses (i) and (vi)
above and the certificates of deposit described in clause (ii) above which are entered into with a depository institution
or trust company, having a commercial paper or short-term certificate of deposit rating of “A-1+” by Standard & Poor’s
and “P-1” by Moody’s or which otherwise is approved as to collateralization by the Rating Agencies; and (viii) any
other instruments or securities, if the Rating Agencies confirm in writing that the investment in such instruments or securities will
not adversely affect any rating with respect to the Series 2022-2 Notes and, so long as Standard & Poor’s and/or Moody’s
rates the Commercial Paper issued by any CP Conduit Purchaser, Standard & Poor’s and/or Moody’s, as applicable, confirms
in writing that the investment in such instruments or securities will not adversely affect any rating of the Commercial Paper issued
by any CP Conduit Purchaser whose Commercial Paper is rated by Standard & Poor’s or Moody’s, as applicable, at such time.


“Pooled
Funding CP Conduit Purchaser” means each CP Conduit Purchaser that is not (x) a Match Funding CP Conduit Purchaser (or that
was a Match Funding Conduit Purchaser and that, after the Series 2022-2 Closing Date, notifies ABRCF and the Administrative Agent in
accordance with Section 2.7(d) in writing that ABRCF may no longer be permitted to select CP Tranches in respect to the CP Conduit Funded
Amount with respect to such CP Conduit Purchaser) or (y) a SOFR Funding CP Conduit Purchaser.


“Preference
Amount” means any amount previously distributed to a member or members of a Purchaser Group on or relating to a Series 2022-2
Note that is recoverable or that has been recovered as a voidable preference by the trustee in a bankruptcy proceeding of a Demand Note
Issuer pursuant to the Bankruptcy Code in accordance with a final nonappealable order of a court having competent jurisdiction.


“Pre-Preference
Period Demand Note Payments” means, as of any date of determination, the aggregate amount of all proceeds of demands made on
the Series 2022-2 Demand Notes included in the Series 2022-2 Demand Note Payment Amount as of the Multi-Series Letter of Credit Termination
Date that were paid by the Demand Note Issuers more than one year before such date of determination; provided, however,
that if an Event of Bankruptcy (or the occurrence of an event described in clause (a) of the definition thereof, without the lapse of
a period of 60 consecutive days) with respect to a Demand Note Issuer occurs during such one-year period, (x) the Pre-Preference Period
Demand Note Payments as of any date during the period from and including the date of the occurrence of such Event of Bankruptcy to and
including the conclusion or dismissal of the proceedings giving rise to such Event of Bankruptcy without continuing jurisdiction by the
court in such proceedings shall equal the Pre-Preference Period Demand Note Payments as of the date of such occurrence and (y) the Pre-Preference
Period Demand Note Payments as of any date after the conclusion or dismissal of such proceedings shall equal the Series 2022-2 Demand
Note Payment Amount as of the date of the conclusion or dismissal of such proceedings.


“Pricing
Increase Notice” is defined in Section 2.7(h).




    	 	24	 



     


    

“Pricing
Increase Rescission” is defined in Section 2.7(h).


“Prime
Rate” means the rate of interest last quoted by The Wall Street Journal as the “Prime Rate” in the U.S. or, if
The Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the Federal Reserve Board in Federal
Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the “bank prime loan” rate or, if such rate is no longer
quoted therein, any similar rate quoted therein (as determined by the Administrative Agent) or any similar release by the Board (as determined
by the Administrative Agent). Each change in the Prime Rate shall be effective from and including the date such change is publicly announced
or quoted as being effective.


“Principal
Deficit Amount” means, on any date of determination, the excess, if any, of (i) the Class A Invested Amount on such date (after
giving effect to the distribution of the Monthly Total Principal Allocation for the Related Month if such date is a Distribution Date)
over (ii) the sum of (a) the Series 2022-2 AESOP I Operating Lease Loan Agreement Borrowing Base and (b) the Series 2022-2 VFN Percentage
of the excess, if any, of (1) the AESOP II Loan Agreement Borrowing Base over (2) the AESOP II DBRS Excluded Manufacturer Amount on such
date.


“Pro
Rata Share” means, with respect to any Purchaser Group, on any date, the ratio, expressed as a percentage, which the Purchaser
Group Invested Amount with respect to such Purchaser Group bears to the Class A Invested Amount on such date.


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


“Program
Support Provider” means, with respect to any CP Conduit Purchaser, the APA Bank with respect to such CP Conduit Purchaser and
any other or additional Person now or hereafter extending credit, or having a commitment to extend credit to or for the account of, or
to make purchases from, such CP Conduit Purchaser or issuing a letter of credit, surety bond or other instrument to support any obligations
arising under or in connection with such CP Conduit Purchaser’s securitization program.


“Purchase
Effective Date” is defined in Section 2.6(d).


“Purchaser
Group” means a CP Conduit Purchaser Group or a Non-Conduit Purchaser Group.


“Purchaser
Group Addition Date” is defined in Section 2.6(e).


“Purchaser
Group Increase Amount” means, with respect to any Purchaser Group, for any Business Day, such Purchaser Group’s Commitment
Percentage of the Increase Amount with respect to the Class A Notes, if any, on such Business Day.


“Purchaser
Group Invested Amount” means, with respect to any Purchaser Group, (a) when used with respect to the Effective Date, such Purchaser
Group’s Commitment Percentage of the Class A Initial Invested Amount and (b) when used with respect to any other date, an amount
equal to (i) the Purchaser Group Invested Amount with respect to such Purchaser Group on the immediately preceding Business Day plus
(ii) the Purchaser Group




    	 	25	 



     


    

Increase Amount with
respect to such Purchaser Group on such date minus (iii) the amount of principal payments made to such Purchaser Group pursuant
to Section 3.5(f) on such date plus (iv) the amount of principal payments recovered from such Purchaser Group by a trustee as
a preference payment in a bankruptcy proceeding of a Demand Note Issuer or otherwise. For the avoidance of doubt, (x) so long as any
Purchaser Group has failed to fund any portion of its Purchaser Group Increase Amount with respect to any Increase Date (including any
Delayed Amount), such unfunded amount shall not be included in the Purchaser Group Invested Amount for such Purchaser Group unless and
until such amount has been funded (including by Funding any Delayed Funding Reimbursement Amount, if applicable) and (y) any Delayed
Amounts funded on an Increase Date by a Non-Delayed Funding Purchaser Group shall be included in the Purchaser Group Invested Amount
for such Non-Delayed Funding Purchaser Group until the related Delayed Funding Reimbursement Amount has been funded.


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


“Record
Date” means, with respect to each Distribution Date, the immediately preceding Business Day.


“Reference
Time” with respect to any setting of the then-current Benchmark means (1) if such Benchmark is Daily Simple SOFR, four Business
Days prior to such setting, and (2) if such Benchmark is not Daily Simple SOFR, the time determined by the Administrative Agent in its
reasonable discretion.


“Related
Additional APA Banks” is defined in Section 2.6(e).


“Related
Non-Conduit Purchaser” means, with respect to any Non-Conduit Purchaser Group, the Non-Conduit Purchaser that constitutes such
Non-Conduit Purchaser Group.


“Related
Purchaser Group” means, with respect to (a) any Funding Agent, each CP Conduit Purchaser identified next to such Funding Agent
on Schedule I and each APA Bank identified on Schedule I next to such CP Conduit Purchaser or CP Conduit Purchasers, as applicable, or
the CP Conduit Purchaser or CP Conduit Purchasers and APA Bank party to the Purchaser Group Supplement pursuant to which such Funding
Agent became a party to this Supplement, (b) any CP Conduit Purchaser, the CP Conduit Purchaser Group of which such CP Conduit Purchaser
is a member and (c) any Non-Conduit Purchaser, the Non-Conduit Purchaser Group that such Non-Conduit Purchaser constitutes.


“Relevant
Governmental Body” means the Board and/or the NYFRB, or a committee officially endorsed or convened by the Board and/or the
NYFRB, or, in each case, any successor thereto.


“Replacement
Credit Agreement” means any credit agreement or similar facility entered into by Avis Budget Holdings, LLC, ABCR and/or any
affiliate of either entity, that refinances or replaces the Credit Agreement, as such Replacement Credit Agreement may be amended, restated,
modified, supplemented or waived from time to time in accordance with its terms.




    	 	26	 



     


    

“Requisite
Noteholders” means all Purchaser Groups, collectively.


“Resolution
Authority” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.


“Retained Interest”
means a material net economic interest in the form of the retention of the first loss tranche (within the meaning of paragraph 3(d) of
Article 6 of the Securitisation Regulations) by way of holding Class R Notes with a Class R Invested Amount of not less than 5% of the
Retention Basis Amount.


“Retention Basis Amount”
means the nominal value of the Collateral that will be secured under the Indenture as a result of the Issuer’s use of the proceeds
from the issuance of the Series 2022-2 Notes.


“Retention Test” means
a test that will be satisfied if as of (x) the Effective Date, the Class R Initial Invested Amount equals or exceeds 5.21% of the Series
2022-2 Invested Amount (after giving effect to the funding of the Class A Notes and the Class R Notes on the Series 2022-2 Closing Date)
and (y) any Increase Date, the Class R Invested Amount equals or exceeds the higher of (1) 5.21% of the Series 2022-2 Invested Amount
(after giving effect to the funding of Class A Notes and Class R Notes on such Increase Date) and (2) the amount determined by the
Administrator that is required to maintain compliance with the U.S. Risk Retention Rules.


“Sanctions”
means all economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government,
including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of
State, or (b) the United Nations Security Council, the European Union, any European Union member state, Her Majesty’s Treasury
of the United Kingdom or other relevant sanctions authority.


“Sanctioned
Country” means at any time, a country, region or territory which is itself the subject or target of any Sanctions (including
Cuba, Iran, North Korea, Russia, Syria, Venezuela, the so-called Donetsk People’s Republic, the so-called Luhansk People’s
Republic, and the Crimea region of Ukraine).


“Sanctioned
Person” means at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by the Office
of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, or by the United Nations Security Council,
the European Union, any European Union member state, Her Majesty’s Treasury of the United Kingdom or other relevant sanctions authority,
(b) any Person operating, organized or resident in a Sanctioned Country or (c) any Person owned or controlled by any such Person or Persons
described in the foregoing clauses (a) or (b).


“Scheduled
Expiry Date” means, with respect to any Purchaser Group, September 23, 2022, as such date may be extended in accordance
with Section 2.6(b).


“Securitisation
Regulations” means the EU Securitisation Regulation and the U.K. Securitisation Regulation.




    	 	27	 



     


    

“Selected
Fleet Market Value” means, with respect to all Adjusted Program Vehicles and all Non-Program Vehicles (excluding (i) any Unaccepted
Program Vehicles, (ii) any Excluded Redesignated Vehicles and (iii) any other Non-Program Vehicles that are subject to a Manufacturer
Program with an Eligible Non-Program Manufacturer with respect to which no Manufacturer Event of Default has occurred and is continuing)
as of any date of determination, the sum of the respective Market Values of each such Adjusted Program Vehicle and each such Non-Program
Vehicle, in each case subject to the AESOP I Operating Lease or the Finance Lease as of such date. For purposes of computing the Selected
Fleet Market Value, the “Market Value” of an Adjusted Program Vehicle or a Non-Program Vehicle means the market value of
such Vehicle as specified in the most recently published NADA Guide for the model class and model year of such Vehicle based on the average
equipment and the average mileage of each Vehicle of such model class and model year then leased under the AESOP I Operating Lease and
the Finance Lease; provided, that if the NADA Guide is not being published or the NADA Guide is being published but such Vehicle
is not included therein, the Market Value of such Vehicle shall be based on the market value specified in the most recently published
Finance Guide for the model class and model year of such Vehicle based on the average equipment and the average mileage of each Vehicle
of such model class and model year then leased under the AESOP I Operating Lease or the Finance Lease; provided, further,
that if the Finance Guide is being published but such Vehicle is not included therein, the Market Value of such Vehicle shall mean (x)
in the case of an Adjusted Program Vehicle, the Adjusted Net Book Value of such Adjusted Program Vehicle and (y) in the case of a Non-Program
Vehicle, the Net Book Value of such Non-Program Vehicle provided, further, that if the Finance Guide is not being published,
the Market Value of such Vehicle shall be based on an independent third-party data source selected by the Administrator and approved
by each Rating Agency that is rating any Series of Notes at the request of ABRCF based on the average equipment and average mileage of
each Vehicle of such model class and model year then leased under the AESOP I Operating Lease or the Finance Lease; provided,
further, that if no such third-party data source or methodology shall have been so approved or any such third-party data source
or methodology is not available, the Market Value of such Vehicle shall be equal to a reasonable estimate of the wholesale market value
of such Vehicle as determined by the Administrator, based on the Net Book Value of such Vehicle and any other factors deemed relevant
by the Administrator.


“Series
2010-6 Class A Invested Amount” means the “Class A Invested Amount” as defined in the Series 2010-6 Supplement.


“Series
2010-6 Notes” has the meaning assigned thereto in the Series 2010-6 Supplement.


“Series
2010-6 Overcollateralization Amount” has the meaning assigned thereto in the Series 2010-6 Supplement.


“Series
2010-6 Supplement” means the Fifth Amended and Restated Series 2010-6 Supplement, dated as of April 14, 2022, among ABRCF,
the Administrator, the Administrative Agent, the Non-Conduit Purchasers, CP Conduit Purchasers, APA Banks, Funding Agents and the Committed
Note Purchasers party thereto, the Trustee and the Bank of New York Mellon Trust Company, N.A., as Series 2010-6 Agent, as amended, restated,
modified or supplemented from time to time in accordance with its terms.




    	 	28	 



     


    

“Series
2015-3 Class A Invested Amount” means the “Class A Invested Amount” as defined in the Series 2015-3 Supplement.


“Series
2015-3 Notes” has the meaning assigned thereto in the Series 2015-3 Supplement.


“Series
2015-3 Overcollateralization Amount” has the meaning assigned thereto in the Series 2015-3 Supplement.


“Series
2015-3 Supplement” means the Third Amended and Restated Series 2015-3 Supplement, dated as of April 14, 2022, among ABRCF,
the Administrator, the Administrative Agent, the Non-Conduit Purchasers, CP Conduit Purchasers, APA Banks, Funding Agents and the Committed
Note Purchasers party thereto, the Trustee and the Bank of New York Mellon Trust Company, N.A., as Series 2015-3 Agent, as amended, restated,
modified or supplemented from time to time in accordance with its terms.


“Series
2022-2 Accrued Interest Account” is defined in Section 3.1(b).


“Series
2022-2 AESOP I Operating Lease Loan Agreement Borrowing Base” means, as of any date of determination, the product of (a) the
Series 2022-2 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 DBRS Excluded Manufacturer Amount as of such date.


“Series
2022-2 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 2022-2 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
2022-2 Agent” is defined in the recitals hereto.


“Series
2022-2 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 2022-2 Invested Percentage (calculated with respect to Principal Collections) as
of such date.


“Series
2022-2 Allocated Multi-Series Letter of Credit Amount” means, as of any date of determination, the lesser of (a) the Series
2022-2 Allocated Multi-Series Letter of Credit Liquidity Amount on such date and (b) the aggregate outstanding principal amount of the
Series 2022-2 Demand Notes on such date.


“Series
2022-2 Allocated Multi-Series Letter of Credit Liquidity Amount” means, as of any date of determination, the sum of (a) the
Series 2022-2 Applicable Multi-Series L/C Amount as of such date under each Multi-Series Letters of Credit on which no draw has been
made pursuant to Section 3.8(c), and (b) if the Series 2022-2 Cash Collateral Account has been established and funded pursuant to Section 3.8,
the Series 2022-2 Available Cash Collateral Account Amount on such date.




    	 	29	 



     


    

“Series
2022-2 Applicable Multi-Series L/C Amount” means, as of any date of determination, an amount equal to the sum, for each Multi-Series
Letter of Credit, of (1) the aggregate amount available to be drawn on such date under such Multi-Series Letter of Credit times
(2) an amount (expressed as a percentage) equal to the Series 2022-2 Required Liquidity Amount divided by “Required Liquidity Amount”
for each applicable Series for which such Multi-Series Letter of Credit is providing credit enhancement.


“Series
2022-2 Available Cash Collateral Account Amount” means, as of any date of determination, the amount on deposit in the Series
2022-2 Cash Collateral Account (after giving effect to any deposits thereto and withdrawals and releases therefrom on such date).


“Series
2022-2 Available Reserve Account Amount” means, as of any date of determination, the amount on deposit in the Series 2022-2
Reserve Account (after giving effect to any deposits thereto and withdrawals and releases therefrom on such date).


“Series
2022-2 Cash Collateral Account” is defined in Section 3.8(e).


“Series
2022-2 Cash Collateral Account Collateral” is defined in Section 3.8(a).


“Series
2022-2 Cash Collateral Account Surplus” means, with respect to any Distribution Date, the lesser of (a) the Series 2022-2 Available
Cash Collateral Account Amount and (b) the lesser of (A) the excess, if any, of the Series 2022-2 Liquidity Amount (after giving effect
to any withdrawal from the Series 2022-2 Reserve Account on such Distribution Date) over the Series 2022-2 Required Liquidity Amount
on such Distribution Date and (B) the excess, if any, of the Series 2022-2 Enhancement Amount (after giving effect to any withdrawal
from the Series 2022-2 Reserve Account on such Distribution Date) over the Series 2022-2 Required Enhancement Amount on such Distribution
Date; provided, however, that, on any date after the Multi-Series Letter of Credit Termination Date, the Series 2022-2
Cash Collateral Account Surplus shall mean the excess, if any, of (x) the Series 2022-2 Available Cash Collateral Account Amount over
(y) the Series 2022-2 Demand Note Payment Amount minus the Pre-Preference Period Demand Note Payments as of such date.


“Series
2022-2 Cash Collateral Percentage” means, as of any date of determination, the percentage equivalent of a fraction, the numerator
of which is the Series 2022-2 Available Cash Collateral Amount as of such date and the denominator of which is the Series 2022-2 Allocated
Multi-Series Letter of Credit Liquidity Amount as of such date.


“Series
2022-2 Closing Date” means June 7, 2022.


“Series
2022-2 Collateral” means the Collateral, each Multi-Series Letter of Credit, each Series 2022-2 Demand Note, the Series 2022-2
Distribution Account Collateral, the Series 2022-2 Cash Collateral Account Collateral and the Series 2022-2 Reserve Account Collateral.


“Series
2022-2 Collection Account” is defined in Section 3.1(b).


“Series
2022-2 Controlled Amortization Period” means the period commencing at the close of business on the Business Day immediately
preceding the date on which the




    	 	30	 



     


    

Scheduled
Expiry Date with respect to each Purchaser Group shall have occurred and continuing to the earliest of (i) the commencement of the
Series 2022-2 Rapid Amortization Period, (ii) the date on which the Series 2022-2 Notes are fully paid and (iii) the termination of the
Indenture.


“Series
2022-2 Controlled Distribution Amount” means, with respect to any Related Month during the Series 2022-2 Controlled Amortization
Period, the sum of the Class A Controlled Distribution Amount and the Class R Controlled Distribution Amount with respect to such Related
Month.


“Series
2022-2 DBRS Below Investment Grade Non-Program Enhancement Rate” means, as of any date of determination, the sum of (a) 37.50%
and (b) the greater of (x) the highest, for any calendar month within the preceding twelve calendar months, of an amount (not less than
zero) equal to 100% minus the Measurement Month Average for the immediately preceding Measurement Month and (y) the highest, for
any calendar month within the preceding three 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).


“Series
2022-2 DBRS Below Investment Grade Non-Program Vehicle Percentage” means as of any date of determination, a fraction, expressed
as a percentage, (a) the numerator of which is the excess of (x) 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 or the AESOP II 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)” over (y) the aggregate Net Book Value of all the
Non-Program Vehicles (other than “medium duty” and “heavy duty” trucks) included in the numerator of the Series
2022-2 DBRS Below Investment Grade Program Vehicle Percentage as of such date of determination (b) the denominator of which is the aggregate
Net Book Value of all Vehicles leased under the AESOP I Operating Lease or the AESOP II Operating Lease as of such date.


“Series
2022-2 DBRS Below Investment Grade Program Enhancement Rate” means, as of any date of determination, 36.25%.


“Series
2022-2 DBRS Below Investment Grade Program 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 or the AESOP II Operating
Lease that were manufactured by an Eligible Program 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)” and (2) so long as
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 or the AESOP II Operating Lease that (i) were manufactured by an Eligible Non-Program 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




    	 	31	 



     


    

least
“BBB (low)” and (ii) 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 or the AESOP
II Operating Lease as of such date.


“Series
2022-2 DBRS Investment Grade Non-Program Enhancement Rate” means, as of any date of determination, the sum of (a) 28.50% and
(b) the greater of (x) the highest, for any calendar month within the preceding twelve calendar months, of an amount (not less than zero)
equal to 100% minus the Measurement Month Average for the immediately preceding Measurement Month and (y) the highest, for any
calendar month within the preceding three 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).


“Series
2022-2 DBRS Investment Grade Non-Program Vehicle Percentage” means as of any date of determination, a fraction, expressed as
a percentage, (a) the numerator of which is the excess of (x) 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 or the AESOP II Operating Lease that were manufactured
by a 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) of “BBB (low)” or higher over (y) the aggregate Net Book Value of all the Non-Program Vehicles (other
than “medium duty” and “heavy duty” trucks) included in the numerator of the Series 2022-2 DBRS Investment Grade
Program Vehicle Percentage as of such date of determination and (b) the denominator of which is the aggregate Net Book Value of all Vehicles
leased under the AESOP I Operating Lease or the AESOP II Operating Lease as of such date.


“Series
2022-2 DBRS Investment Grade Program Enhancement Rate” means, as of any date of determination, 13.25%.


“Series
2022-2 DBRS Investment Grade Program 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 or the AESOP II Operating
Lease that were manufactured by an Eligible Program 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) of “BBB (low)” or higher and (2) so long as 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 or the AESOP II Operating Lease that (i) were manufactured by an Eligible Non-Program 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) of “BBB (low)”
or higher and (ii) 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 or the AESOP II Operating Lease as
of such date.




    	 	32	 



     


    

“Series
2022-2 DBRS Required Enhancement Percentage” means, as of any date of determination, the sum of (i) the product of (A) the
Series 2022-2 DBRS Investment Grade Program Enhancement Rate as of such date and (B) the Series 2022-2 DBRS Investment Grade Program
Vehicle Percentage as of such date, (ii) the product of (A) the Series 2022-2 DBRS Investment Grade Non-Program Enhancement Rate as of
such date and (B) the Series 2022-2 DBRS Investment Grade Non-Program Vehicle Percentage as of such date, (iii) the product of (A) the
Series 2022-2 DBRS Below Investment Grade Program Enhancement Rate as of such date and (B) the Series 2022-2 Below Investment Grade Program
Vehicle Percentage as of such date, (iv) the product of (A) the Series 2022-2 DBRS Below Investment Grade Non-Program Enhancement Rate
as of such date and (B) the Series 2022-2 DBRS Below Investment Grade Non-Program Vehicle Percentage as of such date and (v) the product
of (A) the Series 2022-2 DBRS Trucks Enhancement Rate as of such date and (B) the Series 2022-2 DBRS Trucks Percentage as of such date.


“Series
2022-2 DBRS Trucks Enhancement Rate” means, as of any date of determination, 55.00%.


“Series
2022-2 DBRS 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 or the AESOP II Operating Lease 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 or the AESOP II Operating Lease as of such date.


“Series
2022-2 Demand Note” means each demand note made by a Demand Note Issuer, substantially in the form of Exhibit D as amended,
modified or restated from time to time.


“Series
2022-2 Demand Note Payment Amount” means, as of the Multi-Series Letter of Credit Termination Date, the aggregate amount of
all proceeds of demands made on the Series 2022-2 Demand Notes pursuant to Section 3.5(c)(iii) or 3.5(d)(ii) that were deposited into
the Series 2022-2 Distribution Account and paid to the Series 2022-2 Noteholders during the one-year period ending on the Multi-Series
Letter of Credit Termination Date; provided, however, that if an Event of Bankruptcy (or the occurrence of an event described
in clause (a) of the definition thereof, without the lapse of a period of 60 consecutive days) with respect to a Demand Note Issuer shall
have occurred during such one-year period, the Series 2022-2 Demand Note Payment Amount as of the Multi-Series Letter of Credit Termination
Date shall equal the Series 2022-2 Demand Note Payment Amount as if it were calculated as of the date of such occurrence.


“Series
2022-2 Deposit Date” is defined in Section 3.2.


“Series
2022-2 Distribution Account” is defined in Section 3.9(a).


“Series
2022-2 Distribution Account Collateral” is defined in Section 3.9(d).


“Series
2022-2 Documents” means each of this Supplement, the Series 2022-2 Notes, the Fee Letter, the Series 2022-2 Demand Notes, the
Multi-Series Letters of Credit and




    	 	33	 



     


    

any
other related documents executed in connection with an issuance of the Series 2022-2 Notes or activities related thereto.


“Series
2022-2 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 Multi-Series Letter of Credit, a long-term senior unsecured debt, deposit, claims paying or credit
(as the case may be) rating of at least “BBB” from DBRS, a long-term senior unsecured debt, deposit, claims paying or credit
(as the case may be) rating of at least “Baa2” from Moody’s or a long-term senior unsecured debt, deposit, claims paying
or credit (as the case may be) rating of at least “BBB” from Standard & Poor’s; provided that if a Person
is not a Multi-Series 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 2022-2 Eligible Letter of Credit Provider until ABCR has provided 10 days’ prior notice
to the Rating Agencies, Standard & Poor’s, Moody’s and the Administrative Agent that such a Person has been proposed
as a Multi-Series Letter of Credit Provider.


“Series
2022-2 Enhancement” means the Series 2022-2 Cash Collateral Account Collateral, the Multi-Series Letters of Credit, the Series
2022-2 Demand Notes, the Series 2022-2 Overcollateralization Amount and the Series 2022-2 Reserve Account Amount.


“Series
2022-2 Enhancement Amount” means, as of any date of determination, the sum of (i) the Series 2022-2 Overcollateralization Amount
as of such date, (ii) the Series 2022-2 Allocated Multi-Series Letter of Credit Amount as of such date, (iii) the Series 2022-2 Available
Reserve Account Amount as of such date and (iv) the amount of cash and Permitted Investments on deposit in the Series 2022-2 Collection
Account (not including amounts allocable to the Series 2022-2 Accrued Interest Account) and the Series 2022-2 Excess Collection
Account as of such date.


“Series
2022-2 Enhancement Deficiency” means, on any date of determination, the amount by which the Series 2022-2 Enhancement Amount
is less than the Series 2022-2 Required Enhancement Amount as of such date.


“Series
2022-2 Excess Collection Account” is defined in Section 3.1(b).


“Series
2022-2 Expected Final Distribution Date” means the Distribution Date falling in the fourth calendar month after the calendar
month in which the Series 2022-2 Revolving Period ends.


“Series
2022-2 Incremental Enhancement Amount” means, as of any date of determination, the sum of:


(i)          the
greater of (x) the Series 2022-2 Percentage of the excess, if any, of the aggregate Net Book Value of all Vehicles manufactured by Mitsubishi
and leased under the Leases as of the immediately preceding Business Day over the Series 2022-2 Maximum Mitsubishi Amount as of the immediately
preceding Business Day and (y) the excess, if any, of (A) the sum of (1) the Series 2022-2 VFN Percentage of the aggregate Net Book Value
of all Vehicles manufactured by Mitsubishi and leased under the AESOP II Operating Lease as of the immediately preceding Business Day
and (2) the




    	 	34	 



     


    

Series
2022-2 AESOP I Operating Lease Vehicle Percentage of the Net Book Value of all Vehicles manufactured by Mitsubishi and leased under the
AESOP I Operating Lease as of the immediately preceding Business Day over (B) 10% of the sum of (1) the Series 2022-2 VFN Percentage
of the Net Book Value of all Vehicles leased under the AESOP II Operating Lease as of the immediately preceding Business Day and (2)
the Series 2022-2 AESOP I Operating Lease Vehicle Percentage of the Net Book Value of all Vehicles leased under the AESOP I Operating
Lease as of the immediately preceding Business Day;


(ii)          the
greater of (x) the Series 2022-2 Percentage of the excess, if any, of the aggregate Net Book Value of all Vehicles manufactured by Isuzu
and leased under the Leases as of the immediately preceding Business Day over the Series 2022-2 Maximum Isuzu Amount as of the immediately
preceding Business Day and (y) the excess, if any, of (A) the sum of (1) the Series 2022-2 VFN Percentage of the aggregate Net Book Value
of all Vehicles manufactured by Isuzu and leased under the AESOP II Operating Lease as of the immediately preceding Business Day and
(2) the Series 2022-2 AESOP I Operating Lease Vehicle Percentage of the Net Book Value of all Vehicles manufactured by Isuzu and leased
under the AESOP I Operating Lease as of the immediately preceding Business Day over (B) 10% of the sum of (1) the Series 2022-2 VFN Percentage
of the Net Book Value of all Vehicles leased under the AESOP II Operating Lease as of the immediately preceding Business Day and (2)
the Series 2022-2 AESOP I Operating Lease Vehicle Percentage of the Net Book Value of all Vehicles leased under the AESOP I Operating
Lease as of the immediately preceding Business Day;


(iii)          the
greater of (x) the Series 2022-2 Percentage of the excess, if any, of the aggregate Net Book Value of all Vehicles manufactured by Subaru
and leased under the Leases as of the immediately preceding Business Day over the Series 2022-2 Maximum Subaru Amount as of the immediately
preceding Business Day and (y) the excess, if any, of (A) the sum of (1) the Series 2022-2 VFN Percentage of the aggregate Net Book Value
of all Vehicles manufactured by Subaru and leased under the AESOP II Operating Lease as of the immediately preceding Business Day and
(2) the Series 2022-2 AESOP I Operating Lease Vehicle Percentage of the Net Book Value of all Vehicles manufactured by Subaru and leased
under the AESOP I Operating Lease as of the immediately preceding Business Day over (B) 12.5% of the sum of (1) the Series 2022-2 VFN
Percentage of the Net Book Value of all Vehicles leased under the AESOP II Operating Lease as of the immediately preceding Business Day
and (2) the Series 2022-2 AESOP I Operating Lease Vehicle Percentage of the Net Book Value of all Vehicles leased under the AESOP I Operating
Lease as of the immediately preceding Business Day;


(iv)          the
greater of (x) the Series 2022-2 Percentage of the excess, if any, of the aggregate Net Book Value of all Vehicles manufactured by Hyundai
and leased under the Leases as of the immediately preceding Business Day over the Series 2022-2 Maximum Hyundai Amount as of the immediately
preceding Business Day and (y) the excess, if any, of (A) the sum of (1) the Series 2022-2 VFN Percentage of the aggregate Net Book Value
of all Vehicles manufactured by Hyundai and leased under the




    	 	35	 



     


    

AESOP
II Operating Lease as of the immediately preceding Business Day and (2) the Series 2022-2 AESOP I Operating Lease Vehicle Percentage
of the Net Book Value of all Vehicles manufactured by Hyundai and leased under the AESOP I Operating Lease as of the immediately preceding
Business Day over (B) 55% of the sum of (1) the Series 2022-2 VFN Percentage of the Net Book Value of all Vehicles leased under the AESOP
II Operating Lease as of the immediately preceding Business Day and (2) the Series 2022-2 AESOP I Operating Lease Vehicle Percentage
of the Net Book Value of all Vehicles leased under the AESOP I Operating Lease as of the immediately preceding Business Day;


(v)          the
greater of (x) the Series 2022-2 Percentage of the excess, if any, of the aggregate Net Book Value of all Vehicles manufactured by Suzuki
and leased under the Leases as of the immediately preceding Business Day over the Series 2022-2 Maximum Suzuki Amount as of the immediately
preceding Business Day and (y) the excess, if any, of (A) the sum of (1) the Series 2022-2 VFN Percentage of the aggregate Net Book Value
of all Vehicles manufactured by Suzuki and leased under the AESOP II Operating Lease as of the immediately preceding Business Day and
(2) the Series 2022-2 AESOP I Operating Lease Vehicle Percentage of the Net Book Value of all Vehicles manufactured by Suzuki and leased
under the AESOP I Operating Lease as of the immediately preceding Business Day over (B) 10% of the sum of (1) the Series 2022-2 VFN Percentage
of the Net Book Value of all Vehicles leased under the AESOP II Operating Lease as of the immediately preceding Business Day and (2)
the Series 2022-2 AESOP I Operating Lease Vehicle Percentage of the Net Book Value of all Vehicles leased under the AESOP I Operating
Lease as of the immediately preceding Business Day;


(vi)          the
greater of (x) the Series 2022-2 Percentage of the excess, if any, of the aggregate Net Book Value of all Vehicles manufactured by Kia
and leased under the Leases as of the immediately preceding Business Day over the Series 2022-2 Maximum Kia Amount as of the immediately
preceding Business Day and (y) the excess, if any, of (A) the sum of (1) the Series 2022-2 VFN Percentage of the aggregate Net Book Value
of all Vehicles manufactured by Kia and leased under the AESOP II Operating Lease as of the immediately preceding Business Day and (2)
the Series 2022-2 AESOP I Operating Lease Vehicle Percentage of the Net Book Value of all Vehicles manufactured by Kia and leased under
the AESOP I Operating Lease as of the immediately preceding Business Day over (B) 55% of the sum of (1) the Series 2022-2 VFN Percentage
of the Net Book Value of all Vehicles leased under the AESOP II Operating Lease as of the immediately preceding Business Day and (2)
the Series 2022-2 AESOP I Operating Lease Vehicle Percentage of the Net Book Value of all Vehicles leased under the AESOP I Operating
Lease as of the immediately preceding Business Day;


(vii)          the
greater of (x) the Series 2022-2 Percentage of the excess, if any, of the aggregate Net Book Value of all Vehicles manufactured by Tesla
and leased under the Leases as of the immediately preceding Business Day over the Series 2022-2 Maximum Tesla Amount as of the immediately
preceding Business Day and (y) the excess, if any, of (A) the sum of (1) the Series 2022-2 VFN Percentage of the aggregate




    	 	36	 



     


    

Net
Book Value of all Vehicles manufactured by Tesla and leased under the AESOP II Operating Lease as of the immediately preceding Business
Day and (2) the Series 2022-2 AESOP I Operating Lease Vehicle Percentage of the Net Book Value of all Vehicles manufactured by Tesla
and leased under the AESOP I Operating Lease as of the immediately preceding Business Day over (B) 10% of the sum of (1) the Series 2022-2
VFN Percentage of the Net Book Value of all Vehicles leased under the AESOP II Operating Lease as of the immediately preceding Business
Day and (2) the Series 2022-2 AESOP I Operating Lease Vehicle Percentage of the Net Book Value of all Vehicles leased under the AESOP
I Operating Lease as of the immediately preceding Business Day;


(viii)          the
greater of (x) the Series 2022-2 Percentage 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 the immediately preceding Business Day over the Series 2022-2 Maximum Land Rover Amount as of
the immediately preceding Business Day and (y) the excess, if any, of (A) the sum of (1) the Series 2022-2 VFN Percentage of the aggregate
Net Book Value of all Vehicles manufactured by Land Rover and leased under the AESOP II Operating Lease as of the immediately preceding
Business Day and (2) the Series 2022-2 AESOP I Operating Lease Vehicle Percentage of the Net Book Value of all Vehicles manufactured
by Land Rover and leased under the AESOP I Operating Lease as of the immediately preceding Business Day over (B) 10% of the sum of (1)
the Series 2022-2 VFN Percentage of the Net Book Value of all Vehicles leased under the AESOP II Operating Lease as of the immediately
preceding Business Day and (2) the Series 2022-2 AESOP I Operating Lease Vehicle Percentage of the Net Book Value of all Vehicles leased
under the AESOP I Operating Lease as of the immediately preceding Business Day;


(ix)          the
greater of (x) the Series 2022-2 Percentage of the excess, if any, of the aggregate Net Book Value of all Vehicles manufactured by Jaguar
and leased under the Leases as of the immediately preceding Business Day over the Series 2022-2 Maximum Jaguar Amount as of the immediately
preceding Business Day and (y) the excess, if any, of (A) the sum of (1) the Series 2022-2 VFN Percentage of the aggregate Net Book Value
of all Vehicles manufactured by Jaguar and leased under the AESOP II Operating Lease as of the immediately preceding Business Day and
(2) the Series 2022-2 AESOP I Operating Lease Vehicle Percentage of the Net Book Value of all Vehicles manufactured by Jaguar and leased
under the AESOP I Operating Lease as of the immediately preceding Business Day over (B) 10% of the sum of (1) the Series 2022-2 VFN Percentage
of the Net Book Value of all Vehicles leased under the AESOP II Operating Lease as of the immediately preceding Business Day and (2)
the Series 2022-2 AESOP I Operating Lease Vehicle Percentage of the Net Book Value of all Vehicles leased under the AESOP I Operating
Lease as of the immediately preceding Business Day;


(x)          the
greater of (x) the Series 2022-2 Percentage of the excess, if any, of (A) if the Springing Amendment Condition (Non-Perfected Lien) is
not satisfied, the Specified States Amount as of the immediately preceding Business Day over the Series 2022-2 Maximum Specified States
Amount as of the immediately preceding




    	 	37	 



     


    

Business
Day or (B) if the Springing Amendment Condition (Non-Perfected Lien) is satisfied, 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 Series 2022-2 Maximum Non-Perfected Vehicle Amount (as applicable) as of the immediately preceding Business
Day and (y) the excess, if any, of (A) the sum of (1) the Series 2022-2 VFN Percentage of the Net Book Value of all Vehicles titled in
the States of Ohio, Oklahoma, and Nebraska and leased under the AESOP II Operating Lease as of the immediately preceding Business Day
and (2) the Series 2022-2 AESOP I Operating Lease Vehicle Percentage of the Net Book Value of all Vehicles titled in the States of Ohio,
Oklahoma and Nebraska and leased under the AESOP I Operating Lease as of the immediately preceding Business Day over (B) 10% of the sum
of (1) the Series 2022-2 VFN Percentage of the Net Book Value of all Vehicles leased under the AESOP II Operating Lease as of the immediately
preceding Business Day and (2) the Series 2022-2 AESOP I Operating Lease Vehicle Percentage of the Net Book Value of all Vehicles leased
under the AESOP I Operating Lease as of the immediately preceding Business Day;


(xi)          the
greater of (x) the Series 2022-2 Percentage of the excess, if any, of the Non-Eligible Manufacturer Amount as of the immediately preceding
Business Day over the Series 2022-2 Maximum Non-Eligible Manufacturer Amount as of the immediately preceding Business Day and (y) the
excess, if any, of (A) the Series 2022-2 AESOP I Operating Lease Vehicle Percentage of the Net Book Value of all Vehicles manufactured
by Manufacturers other than Eligible Non-Program Manufacturers and leased under the AESOP I Operating Lease as of the immediately preceding
Business Day over (B) 10% of the sum of (1) the Series 2022-2 VFN Percentage of the Net Book Value of all Vehicles leased under the AESOP
II Operating Lease as of the immediately preceding Business Day and (2) the Series 2022-2 AESOP I Operating Lease Vehicle Percentage
of the Net Book Value of all Vehicles leased under the AESOP I Operating Lease as of the immediately preceding Business Day;


(xii)
          the greater of (x) the Series 2022-2 Percentage of the excess, if any, of the aggregate Net
Book Value of all Vehicles leased under the Leases as of the immediately preceding Business Day that were used vehicles at the time of
their acquisition over the Series 2022-2 Maximum Used Vehicle Amount as of the immediately preceding Business Day and (y) the excess,
if any, of (A) the sum of (1) the Series 2022-2 VFN Percentage of the aggregate Net Book Value of all Vehicles leased under the AESOP
II Operating Lease as of the immediately preceding Business Day that were used vehicles at the time of their acquisition and (2) the
Series 2022-2 AESOP I Operating Lease Vehicle Percentage of the Net Book Value of all Vehicles leased under the AESOP I Operating Lease
as of the immediately preceding Business Day that were used vehicles at the time of their acquisition over (B) 25% of the sum of (1)
the Series 2022-2 VFN Percentage of the Net Book Value of all Vehicles leased under the AESOP II Operating Lease as of the immediately
preceding Business Day and (2) the Series 2022-2 AESOP I Operating Lease Vehicle Percentage of the Net Book Value of all Vehicles leased
under the AESOP I Operating Lease as of the immediately preceding Business Day; and




    	 	38	 



     


    

(xiii)          if
the Springing Amendment Condition (Trucks) has been satisfied, the greater of (x) the Series 2022-2 Percentage of the excess, if any,
of the aggregate Net Book Value of all Vehicles leased under the Leases as of the immediately preceding Business Day that were “medium
duty” or “heavy duty” trucks at the time of their acquisition over the Series 2022-2 Maximum Medium/Heavy Duty Truck
Amount as of the immediately preceding Business Day and (y) the excess, if any, of (A) the sum of (1) the Series 2022-2 VFN Percentage
of the aggregate Net Book Value of all Vehicles leased under the AESOP II Operating Lease as of the immediately preceding Business Day
that were used vehicles at the time of their acquisition and (2) the Series 2022-2 AESOP I Operating Lease Vehicle Percentage of the
Net Book Value of all Vehicles leased under the AESOP I Operating Lease as of the immediately preceding Business Day that were “medium
duty” or “heavy duty” trucks at the time of their acquisition over (B) 5% of the sum of (1) the Series 2022-2 VFN Percentage
of the Net Book Value of all Vehicles leased under the AESOP II Operating Lease as of the immediately preceding Business Day and (2)
the Series 2022-2 AESOP I Operating Lease Vehicle Percentage of the Net Book Value of all Vehicles leased under the AESOP I Operating
Lease as of the immediately preceding Business Day.


“Series
2022-2 Initial Invested Amount” is defined in Section 2.3(a).


“Series
2022-2 Interest Period” means a period commencing on and including a Distribution Date and ending on and including the day
preceding the next succeeding Distribution Date; provided, however, that the initial Series 2022-2 Interest Period shall
commence on and include the Effective Date and end on and include July 19, 2022.


“Series
2022-2 Invested Amount” means, on any date of determination, the sum of (i) the Class A Invested Amount and (ii) the Class
R Invested Amount on such date.


“Series
2022-2 Invested Percentage” means as of any date of determination:


(a)          when
used with respect to Principal Collections, the percentage equivalent (which percentage shall never exceed 100%) of a fraction the numerator
of which shall be equal to the sum of the Series 2022-2 Invested Amount and the Series 2022-2 Overcollateralization Amount, determined
during the Series 2022-2 Revolving Period as of the end of the immediately preceding Business Day, or, during the Series 2022-2 Rapid
Amortization Period or the Series 2022-2 Controlled Amortization Period, as of the end of the Series 2022-2 Revolving Period and the
denominator of which shall be the greater as of the end of the immediately preceding Business Day of (I) the Aggregate Asset Amount and
(II) the sum of the numerators used to determine 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 2022-2 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




    	 	39	 



     


    

“Series
2022-2 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 3.2(a), (b), (c) or (d) would have been allocated
to the Series 2022-2 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 3.2(a), (b), (c) or (d) have been allocated to the Series 2022-2 Accrued Interest Account
(excluding any amounts paid into the Series 2022-2 Accrued Interest Account pursuant to the proviso in Sections 3.2(c)(ii) and 3.2(d)(ii))
from and excluding the preceding Distribution Date to and including such Distribution Date over (2) the Class R Monthly Interest with
respect to the Series 2022-2 Interest Period ended on the day preceding such Distribution Date.


“Series
2022-2 Lease Payment Deficit” means either a Series 2022-2 Lease Interest Payment Deficit or a Series 2022-2 Lease Principal
Payment Deficit.


“Series
2022-2 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 2022-2 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 3.5(c) on account of such Series
2022-2 Lease Principal Payment Deficit.


“Series
2022-2 Lease Principal Payment Deficit” means on any Distribution Date the sum of (a) the Series 2022-2 Monthly Lease Principal
Payment Deficit for such Distribution Date and (b) the Series 2022-2 Lease Principal Payment Carryover Deficit for such Distribution
Date.


“Series
2022-2 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 (i) of Article IV; provided, however, that any event or condition of the type
specified in clauses (a) through (i) of Article IV shall not constitute a Series 2022-2 Limited Liquidation Event of Default if the Trustee
shall have received the written consent of each of the Series 2022-2 Noteholders waiving the occurrence of such Series 2022-2 Limited
Liquidation Event of Default.


“Series
2022-2 Liquidity Amount” means, as of any date of determination, the sum of (a) the Series 2022-2 Allocated Multi-Series Letter
of Credit Liquidity Amount on such date and (b) the Series 2022-2 Available Reserve Account Amount on such date.


“Series
2022-2 Maximum Amount” means any of the Series 2022-2 Maximum Manufacturer Amounts, the Series 2022-2 Maximum Non-Eligible
Manufacturer Amount, the Series 2022-2 Maximum Non-Program Vehicle Amount, the Series 2022-2 Maximum Specified States Amount (if applicable),
the Series 2022-2 Non-Perfected Vehicle Amount or the Series 2022-2 Maximum Used Vehicle Amount.


“Series
2022-2 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.




    	 	40	 



     


    

“Series
2022-2 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.


“Series
2022-2 Maximum Invested Amount” means, on any date of determination, the sum of (i) the Class A Maximum Purchaser Group Invested
Amount and (ii) the Class R Maximum Invested Amount on such date.


“Series
2022-2 Maximum Jaguar Amount” means, as of any day, an amount equal to 10% of the aggregate Net Book Value of all Vehicles
leased under the Leases on such day.


“Series
2022-2 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.


“Series
2022-2 Maximum Land Rover Amount” means, as of any day, an amount equal to 10% of the aggregate Net Book Value of all Vehicles
leased under the Leases on such day.


“Series
2022-2 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.


“Series
2022-2 Maximum Manufacturer Amount” means, as of any day, any of the Series 2022-2 Maximum Hyundai Amount, the Series 2022-2
Maximum Isuzu Amount, the Series 2022-2 Maximum Jaguar Amount, the Series 2022-2 Maximum Kia Amount, the Series 2022-2 Maximum Land Rover
Amount, the Series 2022-2 Maximum Medium/Heavy Duty Truck Amount, the Series 2022-2 Maximum Mitsubishi Amount, the Series 2022-2 Maximum
Subaru Amount, the Series 2022-2 Maximum Suzuki Amount or the Series 2022-2 Maximum Tesla Amount.


“Series
2022-2 Maximum Mitsubishi Amount” means, as of any day, an amount equal to 10% of the aggregate Net Book Value of all Vehicles
leased under the Leases on such day.


“Series
2022-2 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.


“Series
2022-2 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.


“Series
2022-2 Maximum Non-Program Vehicle Amount” means, as of any day, an amount equal to the Series 2022-2 Maximum Non-Program Vehicle
Percentage of the aggregate Net Book Value of all Vehicles leased under the Leases on such day.


“Series
2022-2 Maximum Non-Program Vehicle Percentage” means, as of any date of determination, the sum of (a) 85% and (b) a fraction,
expressed as a percentage, the numerator of which is the aggregate Net Book Value of all Redesignated Vehicles manufactured




    	 	41	 



     


    

by
a Bankrupt Manufacturer or a Manufacturer with respect to which a Manufacturer Event of Default has occurred, and in each case leased
under the AESOP I Operating Lease or the Finance Lease as of such date, and the denominator of which is the aggregate Net Book Value
of all Vehicles leased under the Leases as of such date.


“Series
2022-2 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.


“Series
2022-2 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.


“Series
2022-2 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.


“Series
2022-2 Maximum Tesla Amount” means, as of any day, an amount equal to 10% of the aggregate Net Book Value of all Vehicles leased
under the Leases on such day.


“Series
2022-2 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.


“Series
2022-2 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 3.2(a), (b) or (c) would have been
allocated to the Series 2022-2 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 3.2(a), (b) or (c) have been allocated to the Series 2022-2 Collection Account (without giving effect to any
amounts paid into the Series 2022-2 Accrued Interest Account pursuant to the proviso in Sections 3.2(b)(ii) and/or 3.2(c)(ii)) from and
excluding the preceding Distribution Date to and including such Distribution Date over (2) the principal due and payable with respect
to the Class R Notes on such Distribution Date.


“Series
2022-2 Noteholder” means any Class A Noteholder or any Class R Noteholder.


“Series
2022-2 Notes” means, collectively, the Class A Notes and the Class R Notes.


“Series
2022-2 Overcollateralization Amount” means the excess, if any, of (x) the sum of (a) the Series 2022-2 AESOP I Operating Lease
Loan Agreement Borrowing Base as of such date and (b) the Series 2022-2 VFN Percentage of the excess, if any, of (1) the AESOP II Loan
Agreement Borrowing Base over (2) the AESOP II DBRS Excluded Manufacturer Amount as of such date over (y) the Series 2022-2 Invested
Amount as of such date.




    	 	42	 



     


    

“Series
2022-2 Past Due Rent Payment” is defined in Section 3.2(g).


“Series
2022-2 Percentage” means, as of any date of determination, a fraction, expressed as a percentage, the numerator of which is
the Series 2022-2 Invested Amount as of such date and the denominator of which is the sum of the Invested Amount of each Series of Notes
outstanding as of such date.


“Series
2022-2 Principal Allocation” is defined in Section 3.2(a)(ii).


“Series
2022-2 Rapid Amortization Period” means the period beginning at the earlier to occur of (a) 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 2022-2 Notes and
(b) the close of business on the Optional Termination Date and ending upon the earliest to occur of (i) the date on which the Series
2022-2 Notes are fully paid, (ii) the Series 2022-2 Termination Date and (iii) termination of the Indenture.


“Series
2022-2 Reimbursement Agreement” means any and each agreement providing for the reimbursement of a Multi-Series Letter of Credit
Provider for draws under the Multi-Series Letter of Credit as the same may be amended, supplemented, restated or otherwise modified from
time to time.


“Series
2022-2 Required AESOP I Operating Lease Vehicle Amount” means, as of any date of determination, the excess, if any, of (x)
the sum of the Series 2022-2 Required Overcollateralization Amount and the Series 2022-2 Invested Amount as of such date over (y) the
Series 2022-2 VFN Percentage of the excess, if any, of (i) the AESOP II Loan Agreement Borrowing Base as of such date over (ii) the
AESOP II DBRS Excluded Manufacturer Amount as of such date.


“Series
2022-2 Required Enhancement Amount” means, as of any date of determination, the sum of (i) the product of (x) the Series
2022-2 DBRS Required Enhancement Percentage as of such date and (y) the excess, if any, of (1) the Class A Invested Amount as of such
date over (2) the Series 2022-2 Allocated Cash Amount , and (ii) the Series 2022-2 Incremental Enhancement Amount as of such date.


“Series
2022-2 Required Liquidity Amount” means, with respect to any Distribution Date, an amount equal to 2.50% of the Class A Invested
Amount on such Distribution Date (after giving effect to any payments of principal to be made on the Series 2022-2 Notes on such Distribution
Date).


“Series
2022-2 Required Overcollateralization Amount” means, as of any date of determination, the excess, if any, of the Series 2022-2
Required Enhancement Amount over the sum of (i) the Series 2022-2 Allocated Multi-Series Letter of Credit Amount as of such date, (ii)
the Series 2022-2 Available Reserve Account Amount on such date and (iii) the amount of cash and Permitted Investments on deposit in
the Series 2022-2 Collection Account (not including amounts allocable to the Series 2022-2 Accrued Interest Account) and the Series 2022-2
Excess Collection Account on such date.




    	 	43	 



     


    

“Series
2022-2 Required Reserve Account Amount” means, with respect to any Distribution Date, an amount equal to the sum of (a) the
greater of (i) the excess, if any, of the Series 2022-2 Required Liquidity Amount on such Distribution Date over the Series 2022-2
Allocated Multi-Series Letter of Credit Liquidity Amount on such Distribution Date (after giving effect to any payments of principal
to be made on the Series 2022-2 Notes on such Distribution Date) and (ii) the excess, if any, of the Series 2022-2 Required Enhancement
Amount over the Series 2022-2 Enhancement Amount (excluding therefrom the Series 2022-2 Available Reserve Account Amount and calculated
after giving effect to any payments of principal to be made on the Series 2022-2 Notes) on such Distribution Date and (b) the Demand
Note Preference Payment Amount.


“Series
2022-2 Reserve Account” is defined in Section 3.7(a).


“Series
2022-2 Reserve Account Collateral” is defined in Section 3.7(d).


“Series
2022-2 Reserve Account Surplus” means, with respect to any Distribution Date, the excess, if any, of the Series 2022-2 Available
Reserve Account Amount over the Series 2022-2 Required Reserve Account Amount on such Distribution Date.


“Series
2022-2 Revolving Period” means the period from and including, the Series 2022-2 Closing Date to the earlier to occur of (x)
the commencement of the Series 2022-2 Controlled Amortization Period and (y) the commencement of the Series 2022-2 Rapid Amortization
Period.


“Series
2022-2 Termination Date” means the Distribution Date falling in the tenth calendar month after the calendar month in which
the Series 2022-2 Revolving Period ends.


“Series
2022-2 Unpaid Demand Amount” means, with respect to any single draw pursuant to Section 3.5(c) or (d) on the Multi-Series Letters
of Credit, the aggregate amount drawn by the Trustee on all Multi-Series Letters of Credit.


“Series
2022-2 VFN Percentage” means, as of any date, the percentage equivalent of a fraction the numerator of which is the sum of
the Class A Invested Amount and the Series 2022-2 Overcollateralization Amount as of such date and the denominator of which is the sum
of the Class A Invested Amount, the Series 2022-2 Overcollateralization Amount, the Series 2010-6 Class A Invested Amount, the Series
2010-6 Overcollateralization Amount, the Series 2015-3 Class A Invested Amount and the Series 2015-3 Overcollateralization Amount as
of such date.


“SOFR”
means a rate per annum equal to the secured overnight financing rate as administered by the SOFR Administrator.


“SOFR
Administrator” means the NYFRB (or a successor administrator of the secured overnight financing rate).


“SOFR
Administrator’s Website” means the NYFRB’s Website, or any successor source for the secured overnight financing
rate identified as such by the SOFR Administrator from time to time.




    	 	44	 



     


    

“SOFR
Determination Date” has the meaning specified in the definition of “Daily Simple SOFR.”


“SOFR
Funding CP Conduit Purchaser” means each CP Conduit Purchaser that is designated as such on Schedule I or in the Purchaser
Group Supplement pursuant to which such CP Conduit Purchaser became a party to this Supplement.


“SOFR
Rate Day” has the meaning specified in the definition of “Daily Simple SOFR.”


“SOFR
Tranche” means, with respect to any CP Conduit Purchaser Group, the portion of the APA Bank Funded Amount with respect to such
CP Conduit Purchaser Group for which the Monthly Funding Costs with respect to such CP Conduit Purchaser Group is calculated by reference
to Adjusted Daily Simple SOFR.


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


“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, L,
M, N, O, R and S 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 are 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, L, M,
N, O, R and S 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.


“Subsequent
Term Note Issuance” is defined in Section 2.5(e).


“Supplement”
is defined in the recitals hereto.


“Taxes”
means any and all present or future taxes, levies, imposts, duties, deductions, charges or withholdings imposed by any Governmental Authority.


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


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


“Transfer
Supplement” is defined in Section 11.1(c).




    	 	45	 



     


    

“Transferee”
is defined in Section 11.1(g).


“Trustee”
is defined in the recitals hereto.


“UK
Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from time to
time) promulgated by the United Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook
(as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions
and investment firms, and certain affiliates of such credit institutions or investment firms.


“UK
Resolution Authority” means the Bank of England or any other public administrative authority having responsibility for the
resolution of any UK Financial Institution.


“U.K.
Securitisation Regulation” means the EU Securitisation Regulation enacted as retained direct EU law in the U.K. by virtue of
the operation of the European Union (Withdrawal) Act 2018, as amended by the Securitisation (Amendment) (EU Exit) Regulations 2019 (SI
2019/660) (including any implementing regulation, secondary legislation, technical and official guidance relating thereto (in each case,
as amended, varied or substituted from time to time)).


“U.S.
Government Securities Business Day” means any day except for (i) a Saturday, (ii) a Sunday or (iii) a day on which the Securities
Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for
purposes of trading in United States government securities.


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


“Unadjusted
Benchmark Replacement” means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.


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


“Volcker
Rule” means Section 13 of the U.S. Bank Holding Company Act of 1956, as amended, and the applicable rules and regulations thereunder.


“Voting
Stock” means, with respect to any Person, the common stock or membership interests of such Person and any other security of,
or ownership interest in, such Person having ordinary voting power to elect a majority of the board of directors or a majority of the
managers (or other Persons serving similar functions) of such Person.


“Waiver
Event” means the occurrence of the delivery of a Waiver Request and the subsequent waiver of any Series 2022-2 Maximum Amount.


“Waiver
Request” is defined in Article V.




    	 	46	 



     


    

“Write-Down
and Conversion Powers” means, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such
EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and
conversion powers are described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, any powers of the
applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial
Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities
or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had
been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation
that are related to or ancillary to any of those powers.


ARTICLE
II



PURCHASE AND SALE OF SERIES 2022-2 NOTES;

INCREASES AND DECREASES OF SERIES 2022-2 INVESTED AMOUNT


Section
2.1.     Purchases of the Series 2022-2 Notes.


(a)          Initial Purchases.


(i)          
Subject to the terms and conditions of this Supplement, including delivery of notice in accordance with Section 2.3, (i) each Non-Conduit
Purchaser shall purchase, and each CP Conduit Purchaser may, in its sole discretion, purchase a Class A Note in an amount equal to all
or a portion of its Commitment Percentage of the initial principal amount of the Class A Notes (the “Class A Initial Invested
Amount”) on any Business Day during the period from the Series 2022-2 Closing Date to and including the Expiry Date with respect
to its Related Purchaser Group, and if each such CP Conduit Purchaser in a Related Purchaser Group shall have notified the Administrative
Agent and the Funding Agent with respect to such Purchaser Group that it has elected not to fund a Class A Note in an amount equal to
its Commitment Percentage of the Class A Initial Invested Amount on the Series 2022-2 Closing Date, each APA Bank with respect to such
CP Conduit Purchasers shall fund on the Series 2022-2 Closing Date its APA Bank Percentage of that portion of such Class A Note not to
be funded by such CP Conduit Purchasers and (ii) thereafter, (A) each Non-Conduit Purchaser shall maintain its Class A Note, subject
to increase or decrease during the period from the Series 2022-2 Closing Date to and including the Expiry Date with respect to its Related
Purchaser Group, in accordance with the provisions of this Supplement, (B) each CP Conduit Purchaser may, in its sole discretion, maintain
all or any portion of the Class A Note with respect to the Related Purchaser Group, subject to increase or decrease during the period
from the Series 2022-2 Closing Date to and including the Expiry Date with respect to its Related Purchaser Group, in accordance with
the provisions of this Supplement and (C) the APA Banks shall maintain their respective APA Bank Percentages of the Class A Note with
respect to its Related Purchaser Group, subject to increase or decrease during the period from the Series 2022-2 Closing Date to and
including the Expiry Date with respect to such Purchaser Group, in accordance with the provisions of this Supplement. Payments by the
Non-Conduit Purchasers, the CP Conduit Purchasers and/or the APA Banks with




    	 	47	 



     


    

respect
to the CP Conduit Purchasers shall be made in immediately available funds on the Series 2022-2 Closing Date in accordance with Section
2.3(d).


(ii)          
Subject to the terms and conditions of this Supplement, including delivery of notice in accordance with Section 2.3, (i) each Committed
Note Purchaser shall purchase a Class R Note in an amount equal to $48,000,000 (the “Class R Initial Invested Amount”)
on the Series 2022-2 Closing Date and (ii) thereafter, each Committed Note Purchaser shall maintain its Class R Note, subject to
increase or, prior to the Series 2022-2 Controlled Amortization Period, decrease during the period from the Series 2022-2 Closing Date
to and including the Expiry Date, in accordance with the provisions of this Supplement.


(b)          
Maximum Purchaser Group Invested Amounts. Notwithstanding anything to the contrary contained in this Supplement, at no time shall
a Purchaser Group be required to make the initial purchase of a Class A Note or increase its Purchaser Group Invested Amount if the sum
of (x) Purchaser Group Invested Amount with respect to such Purchaser Group, after giving effect to such purchase or increase and (y)
the sum of any unfunded Delayed Amounts with respect to such Purchaser Group, would exceed the Maximum Purchaser Group Invested Amount
with respect to such Purchaser Group at such time.


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


(d)          Form
of Series 2022-2 Notes. The Series 2022-2 Notes shall be issued in fully registered form without interest coupons, substantially
in the form set forth in Exhibit A.


Section
2.2.     Delivery. (a) On the Series 2022-2 Closing Date (or on any later date that any Purchaser Group
becomes a party to this Supplement), ABRCF shall sign and shall direct the Trustee in writing pursuant to Section 2.2 of the Base
Indenture to duly authenticate, and the Trustee, upon receiving such direction, shall so authenticate a Class A Note (i) in the case
of a CP Conduit Purchaser Group, in the name of the Funding Agent with respect to such CP Conduit Purchaser Group (or as otherwise
requested by such CP Conduit Purchaser Group and agreed to by ABRCF) in an amount equal to the Maximum Purchaser Group Invested
Amount with respect to such CP Conduit Purchaser Group and deliver such Class A Note to such Funding Agent in accordance with such
written directions, or (ii) in the case of a Non-Conduit Purchaser Group, in the name of the Related Non-Conduit Purchaser in an
amount equal to the Maximum Purchaser Group Invested Amount with respect to such Related Non-Conduit Purchaser Group and deliver
such Class A Note to such Related Non-Conduit Purchaser in accordance with such written directions. On the Series 2022-2 Closing
Date (or on any later date that any Committed Note Purchaser becomes a party to this Supplement), ABRCF shall sign and shall direct
the Trustee in writing pursuant to Section 2.2 of the Base Indenture to duly authenticate, and the Trustee, upon receiving such
direction, shall so authenticate a Class R Note in an amount equal to the Class R Maximum Invested Amount with respect to such
Committed




    	 	48	 



     


    

Note
Purchaser and deliver such Class R Note to such Committed Note Purchaser in accordance with such written directions.


(b)          
The Administrative Agent shall maintain a record of (i) the actual Purchaser Group Invested Amount outstanding with respect to each Purchaser
Group, (ii) the Class R Invested Amount outstanding with respect to each Committed Note Purchaser and (iii) the actual Series
2022-2 Invested Amount outstanding on any date of determination, which, absent manifest error, shall constitute prima facie evidence
of the outstanding Class A Invested Amounts, the outstanding Class R Invested Amount and the outstanding Series 2022-2 Invested Amount
from time to time. Upon a written request from the Trustee, the Administrative Agent shall provide in writing the identity of the Purchaser
Groups, the related Funding Agents for each CP Conduit Purchaser Group, the Purchaser Group Invested Amount for each Purchaser Group,
the identity of the Committed Note Purchasers, the Class R Invested Amount for each Committed Note Purchaser, and the Commitment Percentage
with respect to any Purchaser Group, to the Trustee.


Section
2.3.     Procedure for Initial Issuance and for Increasing the Series 2022-2 Invested Amount. (a)  Subject to Section 2.3(c),
(i) on the Series 2022-2 Closing Date, (A) each Non-Conduit Purchaser shall purchase, and each CP Conduit Purchaser and/or APA Bank
agree to purchase, a Class A Note in accordance with Section 2.1 and (B) each Committed Note Purchaser shall purchase a Class R
Note in accordance with Section 2.1 and (ii) on any Business Day during the period from the Effective Date to and including the Expiry
Date (A) with respect to a Purchaser Group, in the case of a Non-Conduit Purchaser Group, the Related Non-Conduit Purchaser hereby
agrees, or in the case of a CP Conduit Purchaser Group, each CP Conduit Purchaser in such CP Conduit Purchaser Group may agree, in its
sole discretion, and each APA Bank with respect to such CP Conduit Purchaser hereby agrees that the Purchaser Group Invested Amount with
respect to each such Purchaser Group may be increased by an amount equal to its APA Bank Percentage of the Commitment Percentage with
respect to such Purchaser Group of the Increase Amount (an “Increase”), upon the request of ABRCF (each date on which
an increase in the Series 2022-2 Invested Amount occurs hereunder being herein referred to as the “Increase Date”
applicable to such Increase) and (B) as a result of such Increase with respect to the Class A Notes as requested by ABRCF, each
Committed Note Purchaser hereby agrees that the Class R Invested Amount with respect to such Committed Note Purchaser shall be increased
by the minimum amount necessary to cause the Retention Test to be satisfied; provided, however, that ABRCF shall have given
the Administrative Agent and each Committed Note Purchaser (with a copy to the Trustee) irrevocable (other than as specified in Section
2.3(e)) written notice (effective upon receipt), by telecopy (receipt confirmed), substantially in the form of Exhibit B together
with a calculation (including of the components thereof) in a form reasonably acceptable to the Administrative Agent of the sum of (i)
the Series 2022-2 AESOP I Operating Loan Agreement Borrowing Base and (ii) the Series 2022-2 VFN Percentage of the excess, if any, of
(x) the AESOP II Loan Agreement Borrowing Base over (y) the AESOP II DBRS Excluded Manufacturer Amount on the date of such notice, of
such request no later than 3:00 p.m. (New York City time) on (A) with respect to a Deferrable Increase Notice, the third Business
Day prior to such Increase Date or (B) with respect to a Non-Deferrable Increase Notice, the second Business Day prior to the Series
2022-2 Closing Date or such Increase Date, as the case may be. Such notice shall state (x) the Series 2022-2 Closing Date or the Increase
Date, as the case may be, (y) the initial invested amount (the “Series 2022-2 Initial Invested




    	 	49	 



     


    

Amount”)
or the proposed amount of the increase in the Class A Invested Amount and the Class R Invested Amount, as applicable (in each case, an
“Increase Amount”), as the case may be, and (z) whether a Delayed Funding Notice may be delivered in connection with
such Increase pursuant to Section 2.3(e). The Commitment Percentage with respect to any Purchaser Group of the Increase Amount with respect
to the Class A Notes set forth in any Non-Deferrable Increase Notice shall not exceed such Purchaser Group’s Non-Deferrable Draw
Amount as of the related Increase Date.


(b)          
If the CP Conduit Purchasers in a CP Conduit Purchaser Group elect not to fund the full amount of its Commitment Percentage of the Series
2022-2 Initial Invested Amount or a requested Increase or the related Purchaser Group Increase Amount, such CP Conduit Purchaser shall
notify the Administrative Agent and the Funding Agent with respect to such CP Conduit Purchaser, and each APA Bank with respect to such
CP Conduit Purchasers shall fund its APA Bank Percentage of the portion of the Commitment Percentage with respect to such Related Purchaser
Group of the Series 2022-2 Initial Invested Amount or such Increase, as the case may be, not funded by such CP Conduit Purchasers.


(c)          
No Purchaser Group shall be required to make the initial purchase of a Series 2022-2 Note on the Series 2022-2 Closing Date or to increase
its Purchaser Group Invested Amount on any Increase Date hereunder unless:


(i)          
such Purchaser Group’s Commitment Percentage of the Series 2022-2 Initial Invested Amount or such Purchaser Group Increase Amount
is equal to (A) $1,000,000 or an integral multiple of $100,000 in excess thereof or (B) if less, the excess of the Maximum Purchaser
Group Invested Amount with respect to such Purchaser Group over the Purchaser Group Invested Amount with respect to such Purchaser Group;


(ii)          
after giving effect to the Series 2022-2 Initial Invested Amount or such Increase Amount, the sum of the (x) the Purchaser Group Invested
Amount and (y) any unfunded Delayed Amounts with respect to such Purchaser Group would not exceed the Maximum Purchaser Group Invested
Amount with respect to such Purchaser Group;


(iii)          
after giving effect to the Series 2022-2 Initial Invested Amount or such Increase Amount, no AESOP I Operating Lease Vehicle Deficiency
would occur and be continuing;


(iv)          
no Amortization Event or Potential Amortization Event (in each case, other than an Amortization Event or Potential Amortization Event
in respect of another Series of Notes solely resulting from a Surety Default (as such term is defined in the Supplement pursuant to which
such other Series of Notes was issued)) has occurred and is continuing on the Series 2022-2 Closing Date or such Increase Date, as applicable,
or would occur and be continuing after giving effect to such Series 2022-2 Initial Invested Amount or such Increase;


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




    	 	50	 



     


    

(vi)          
 all of the representations and warranties made by each of ABRCF, the Lessees, the Lessors and the Administrator in the Base Indenture,
this Supplement and the Related Documents to which each is a party are true and correct in all material respects on and as of the Series
2022-2 Closing Date or such Increase Date, as the case may be, as if made on and as of such date (except to the extent such representations
and warranties are expressly made as of another date); and


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


ABRCF’s acceptance
of funds in connection with (x) the initial purchase of Series 2022-2 Notes on the Series 2022-2 Closing Date and (y) each Increase occurring
on any Increase Date shall constitute a representation and warranty by ABRCF to the Purchaser Groups as of the Series 2022-2 Closing
Date or such Increase Date (except to the extent such representations and warranties are expressly made as of another date), as the case
may be, that all of the conditions contained in this Section 2.3(c) have been satisfied.


(d)          
Upon receipt of any notice required by Section 2.3(a) or permitted by Section 2.3(e) from ABRCF, the Administrative Agent shall forward
(by telecopy or electronic messaging system) a copy of such notice to each Non-Conduit Purchaser and the Funding Agent with respect to
each CP Conduit Purchaser Group (or, with respect to any notice pursuant to Section 2.3(e) requiring a Delayed Funding Purchaser Group
to decrease its Delayed Amount, the applicable Non-Conduit Purchaser or Funding Agent), no later than 5:00 p.m. (New York City time)
on the day received. After receipt by any Funding Agent with respect to a CP Conduit Purchaser Group of such notice from the Administrative
Agent, such Funding Agent shall, so long as the conditions set forth in Sections 2.3(a) and (c) are satisfied, promptly provide telephonic
notice to the related CP Conduit Purchasers and the related APA Banks, of the Increase Date and of such CP Conduit Purchaser Group’s
Commitment Percentage of the Series 2022-2 Initial Invested Amount or the Purchaser Group Increase Amount. Subject to Section 2.3(e),
if such CP Conduit Purchasers elects to fund all or a portion of their Commitment Percentage of the Series 2022-2 Initial Invested Amount
or the related Purchaser Group Increase Amount, each such CP Conduit Purchaser shall pay in immediately available funds its Commitment
Percentage (or any portion thereof) of the Series 2022-2 Initial Invested Amount on the Series 2022-2 Closing Date or the amount of such
Increase with respect to the Class A Notes on the related Increase Date, as the case may be, to the Funding Agent with respect to such
CP Conduit Purchaser Group for remittance to the Trustee for deposit into the Series 2022-2 Collection Account. Subject to Section 2.3(e),
if such CP Conduit Purchasers do not fund the full amount of the Commitment Percentage of such CP Conduit Purchaser Group of the Series
2022-2 Initial Invested Amount or the CP Conduit Purchaser Group’s Purchaser Group Increase Amount, as the case may be, and the
related APA Banks are required to fund the portion thereof not funded by the CP Conduit Purchasers, each such APA Bank shall pay in immediately
available funds its APA Bank Percentage of such portion on the Series 2022-2 Closing Date or the related Increase Date, as the case may
be, to the Funding Agent with respect to such CP Conduit Purchaser Group for deposit in the Series 2022-2 Collection Account. Each Funding
Agent shall remit the amounts received by it from its CP Conduit Purchasers or the related APA Banks pursuant to this Section 2.3(d)
to the Trustee for deposit into the Series 2022-2 Collection Account. Subject to Section 2.3(e), so long as the conditions set forth
in Sections 2.3(a) and (c)




    	 	51	 



     


    

are
satisfied, each Non-Conduit Purchaser shall pay in immediately available funds the Commitment Percentage of such Non-Conduit Purchaser’s
Series 2022-2 Initial Invested Amount or Purchaser Group Increase Amount on the related Increase Date to the Trustee for deposit into
the Series 2022-2 Collection Account. So long as the conditions set forth in Sections 2.3(a) and (c) are satisfied, each Committed Note
Purchaser shall pay in immediately available funds the Class R Initial Invested Amount on the Series 2022-2 Closing Date or the amount
of such Increase Amount with respect to the Class R Notes on the related Increase Date to the Trustee for deposit into the Series 2022-2
Collection Account.


(e)          
Notwithstanding any of the foregoing, any APA Bank or Non-Conduit Purchaser who shall have previously notified ABRCF in writing that
it or any related Program Support Provider has incurred charges under, or in anticipation of, Basel III (which may include external charges
incurred by the APA Bank, Non-Conduit Purchaser or Program Support Provider or internal charges incurred by any of their businesses)
in respect of its Commitment hereunder or any agreement to support such Commitment, or in respect of its interest in the Series 2022-2
Notes, based on its “liquidity coverage ratio” calculated under Basel III, may, upon receipt of any Deferrable Increase Notice
pursuant to Section 2.3(a), notify ABRCF in writing (a “Delayed Funding Notice”) on or prior to 12:00 noon (New York
City time) on the second Business Day preceding the related Increase Date, of its intent to fund an amount up to its APA Bank Percentage
or its Commitment Percentage, as applicable, of the related Increase Amount with respect to the Class A Notes (such amount, subject to
any adjustment described below, the “Delayed Amount”) on a Business Day that is on or before the thirty-fifth (35th)
day following the Increase Date specified in such Deferrable Increase Notice (the “Delayed Funding Date”) rather than
on such Increase Date. If any APA Bank or Non-Conduit Purchaser provides a Delayed Funding Notice to ABRCF following ABRCF’s delivery
of a notice of an Increase pursuant to Section 2.3(a), ABRCF may with written notice to the Administrative Agent delivered prior to 3:00
pm on the second Business Day preceding such Increase Date, (x) decrease the Increase Amount with respect to the Class A Notes with respect
to such Deferrable Increase Notice (or revoke such Deferrable Increase Notice by decreasing the Increase Amount to zero) and/or (y) require
any APA Bank or Non-Conduit Purchaser who has provided a Delayed Funding Notice to reduce the Delayed Amount with respect to such Increase
by an amount no greater than the Non-Deferrable Draw Amount with respect to such Purchaser Group as of the related Increase Date. In
the event that the Increase Amount with respect to such Deferrable Increase Notice is reduced, but not to zero, then any Delayed Amount
with respect to any Purchaser Group shall be reduced on a pro rata basis unless otherwise specified by ABRCF pursuant to clause
(y) above. No Purchaser Group that has provided a Delayed Funding Notice in respect of an Increase (each a “Delayed Funding
Purchaser Group”) shall be considered to be in default of its obligation to fund its Delayed Amount pursuant to this Section
2.3 unless and until it has failed to fund the Delayed Amount (and/or the Delayed Funding Reimbursement Amount with respect to such Delayed
Amount) on or before the Delayed Funding Date.


(f)          
If (i) one or more Delayed Funding Purchaser Groups provides a Delayed Funding Notice to ABRCF in respect of any Increase Date and (ii)
ABRCF shall not have decreased the related Increase Amount to zero or required each such Delayed Funding Purchaser Group to reduce the
Delayed Amount with respect to such Increase to zero, in each case, pursuant to Section 2.3(e), the Administrative Agent shall, by no
later than 12:00 noon (New York City time) on the Business Day preceding such Increase Date, direct each Purchaser Group




    	 	52	 



     


    

that
is not a Delayed Funding Purchaser Group with respect to such Increase Date (each a “Non-Delayed Funding Purchaser Group”)
to fund an additional portion of such Increase Amount with respect to the Class A Notes on such Increase Date equal to such Non-Delayed
Funding Purchaser Group’s proportionate share (based upon the Maximum Purchaser Group Invested Amount with respect to such Non-Delayed
Funding Purchaser Group relative to the sum of the Maximum Purchaser Group Invested Amounts with respect to all Non-Delayed Funding Purchaser
Groups) of the aggregate Delayed Amounts with respect to such Increase Date; provided that no Non-Delayed Funding Purchaser Group
shall be required to fund any portion of the aggregate Delayed Amounts that would cause its Purchaser Group Invested Amount to exceed
its Maximum Purchaser Group Invested Amount. Subject to Section 2.3(a), in the case of a Non-Delayed Funding Purchaser Group that is
a Non-Conduit Purchaser, such Non-Conduit Purchaser hereby agrees, or, in the case of a Non-Delayed Funding Purchaser Group that is a
CP Conduit Purchaser Group, the CP Conduit in such CP Conduit Purchaser Group may agree, in its sole discretion, and the APA Banks in
such CP Conduit Purchaser Group hereby agree, to fund such portion of the Increase Amount with respect to the Class A Notes on such Increase
Date.


(g)          
After the Non-Delayed Funding Purchaser Groups fund a Delayed Amount on any Increase Date in accordance with Section 2.3(f), the Delayed
Funding Purchaser Group in respect of such Delayed Amount will be obligated to fund the Delayed Funding Reimbursement Amount with respect
to such Delayed Amount on or before its Delayed Funding Date, irrespective of whether the Scheduled Expiry Date with respect to such
Delayed Funding Purchaser Group shall have occurred on or prior to such Delayed Funding Date or ABRCF would be able to satisfy the conditions
set forth in Section 2.3(a) to an Increase with respect to the Class A Notes in an amount equal to such Delayed Funding Reimbursement
Amount on such Delayed Funding Date. Such Delayed Funding Purchaser Group shall fund such Delayed Funding Reimbursement Amount on such
Delayed Funding Date by paying such amount to the Administrative Agent in immediately available funds, and the Administrative Agent shall
distribute such funds to each such Non-Delayed Funding Purchaser Group, pro rata based on the relative amount of such Delayed
Amount funded by such Non-Delayed Funding Purchaser Group on such Increase Date pursuant to Section 2.3(f).


Section
2.4.     Sales by CP Conduit Purchasers of Class A Notes to APA Banks. Notwithstanding any limitation to the contrary contained herein, each
CP Conduit Purchaser may, in its own discretion, at any time, sell or assign all or any portion of its interest in its Class A Note
to any Conduit Assignee or to the APA Banks with respect to such CP Conduit Purchaser pursuant to, and subject to the terms and conditions
of, the Asset Purchase Agreement with respect to such CP Conduit Purchaser.


Section
2.5.     Procedure for Decreasing the Series 2022-2 Invested Amount; Optional Termination. (a) Subject to the following sentence,
on any Business Day prior to the occurrence of an Amortization Event, upon the written request of ABRCF or the Administrator on behalf
of ABRCF, the Series 2022-2 Invested Amount or during the Series 2022-2 Controlled Amortization Period the Class A Invested Amount only,
may be reduced (a “Decrease”) by the Trustee’s withdrawing (as set forth in such request) (x) funds on deposit
in the Series 2022-2 Excess Collection Account on such Business Day in an amount not to exceed the amount of such funds on deposit therein
on such Business Day (after giving effect to any application pursuant to clauses (i), (ii) and (iii) of Section 3.2(f)) and/or (y) if
such Business Day




    	 	53	 



     


    

is
during the Series 2022-2 Controlled Amortization Period, funds on deposit in the Series 2022-2 Collection Account on such Business Day
in an amount not to exceed the amount of such funds on deposit therein on such Business Day that were allocated to the Series 2022-2
Notes pursuant to Section 3.2(b)(ii) on or prior to such Business Day which have not previously been withdrawn therefrom pursuant to
either this clause (y) to make a Decrease or pursuant to Section 3.5(a) to be paid to the holders of the Series 2022-2 Notes, and, in
each case, depositing such funds into the Series 2022-2 Distribution Account and distributing such funds to the Administrative Agent
on such Business Day in accordance with Section 3.5(b); provided that ABRCF shall have given the Administrative Agent and each
Committed Note Purchaser (with a copy to the Trustee) irrevocable written notice (effective upon receipt) of the amount of such Decrease
prior to 9:30 a.m. (New York City time) on the second Business Day prior to such Decrease; provided, further, that
(other than in accordance with a Mandatory Decrease pursuant to Section 2.5(e)) any such Decrease shall be in an amount equal to $10,000,000
and integral multiples of $500,000 in excess thereof (or if such Decrease will be used to reduce one or more Non-Extending Purchaser
Group’s Purchaser Group Invested Amounts, such Decrease may be in such amount as is necessary to reduce the Purchaser Group Invested
Amounts of all such Non-Extending Purchaser Groups to zero). Notwithstanding the previous sentence, the Class R Notes shall not be subject
to a Decrease during the Series 2022-2 Controlled Amortization Period. Upon each Decrease, the Administrative Agent shall indicate in
its records such Decrease, the Purchaser Group Invested Amount outstanding with respect to each Purchaser Group after giving effect to
such Decrease and the Class R Invested Amount outstanding with respect to each Committed Note Purchaser after giving effect to such Decrease.
Upon receipt of any notice required by Section 2.5(a) from ABRCF, the Administrative Agent shall forward (by telecopy or electronic
messaging system) a copy of such notice to each Non-Conduit Purchaser and the Funding Agent with respect to each CP Conduit Purchaser
Group, no later than 1:00 p.m. (New York City time) on the Business Day received.


(b)          
On any Business Day, ABRCF shall have the right to deliver an irrevocable written notice (an “Optional Termination Notice”)
to the Administrative Agent, each Committed Note Purchaser, the Trustee, the Administrator, Standard & Poor’s, Moody’s
and the Rating Agencies in which ABRCF declares that the Commitments shall terminate on the date (the “Optional Termination
Date”) set forth in such notice (which date, in any event, shall be a Distribution Date not less than twenty Business Days
from the date on which such notice is delivered). Upon receipt of any Optional Termination Notice from ABRCF, the Administrative Agent
shall promptly notify each Non-Conduit Purchaser and the Funding Agent with respect to each CP Conduit Purchaser Group thereof.


(c)          
From and after the Optional Termination Date, the Series 2022-2 Rapid Amortization Period shall commence for all purposes under this
Supplement, the Base Indenture and the Related Documents.


(d)          
If there are Principal Collections on deposit in the Series 2022-2 Excess Collection Account on any Business Day on which the Purchaser
Group Invested Amount with respect to any Non-Extending Purchaser Group shall not have been reduced to zero and ABRCF would be permitted
under the terms of Section 2.5(a) to effect a Decrease with such funds, ABRCF shall request such a Decrease in accordance with Section
2.5(a) on the earliest possible date.




    	 	54	 



     


    

(e)          
 On the Series Closing Date with respect to the issuance of any Series of Notes (other than Variable Funding Notes) following the Series
2022-2 Closing Date (any such issuance, a “Subsequent Term Note Issuance”), ABRCF shall deposit into the Series 2022-2
Excess Collection Account an amount equal to the lesser of (i) the proceeds of the issuance of such Series of Notes and (ii) the Class
A Invested Amount as of such date, and shall use such amount to make a Decrease in accordance with Section 2.5(a) (such a Decrease, a
“Mandatory Decrease”).


Section
2.6.     Increases and Reductions of the Commitments; Extensions of the Commitments; Replacement of Purchaser Groups. (a) ABRCF
may from time to time request that any Purchaser Group agree to increase its Maximum Purchaser Group Invested Amount. An increase in
such amount shall be effective hereunder if such Purchaser Group shall have agreed in its sole discretion to such increase. If any such
Purchaser Group agrees to ABRCF’s proposed increase, the Class R Maximum Invested Amount for each Committed Note Purchaser shall
be automatically increased in an amount so that it maintains its proportional share of the Series 2022-2 Maximum Invested Amount immediately
prior to such increase. In addition to an increase to the Class R Maximum Invested Amount pursuant to the previous sentence, the Class
R Maximum Invested Amount may be increased at any time with or without a corresponding increase to the Maximum Purchaser Group Invested
Amount upon notice from ABRCF to the Committed Note Purchasers.


(b)          
If ABRCF desires to extend the Scheduled Expiry Date with respect to the Purchaser Groups, ABRCF shall notify the Administrative Agent
and each Committed Note Purchaser at least 60 days prior to such Scheduled Expiry Date of its desire to extend the Scheduled Expiry Date
with respect to the Purchaser Groups, whereupon the Administrative Agent shall notify each Non-Conduit Purchaser and the Funding Agent
with respect to each CP Conduit Purchaser Group of ABRCF’s desire to so extend the Scheduled Expiry Date. Each Non-Conduit Purchaser
and each Funding Agent, on behalf of its CP Conduit Purchaser Group, shall notify the Administrative Agent and ABRCF in writing of whether
its Related Purchaser Group agrees to an extension of the Scheduled Expiry Date with respect to such Purchaser Group; provided that
failure by a Non-Conduit Purchaser or a Funding Agent to respond to such request shall not be construed as a consent by such Purchaser
Group to such extension. The decision to extend or not extend shall be made by each Purchaser Group in its sole discretion. In the event
that any Purchaser Group desires to extend its Scheduled Expiry Date for an amount that is less than its Maximum Purchaser Group Invested
Amount prior to ABRCF’s request for an extension, ABRCF, in its sole discretion, may accept such extension; provided, however,
that such Purchaser Group (x) shall be deemed to be a Non-Extending Purchaser Group for purposes of Section 3.5 having a Purchaser
Group Invested Amount equal to the excess of its Purchaser Group Invested Amount over a percentage of its Maximum Purchaser Group Invested
Amount that will be available after the extension of its Scheduled Expiry Date equal to the percentage equivalent of a fraction, the
numerator of which is the sum of the Purchaser Group Invested Amounts with respect to all Extending Purchaser Groups, other than such
Purchaser Group and any other Purchaser Group reducing its Maximum Purchaser Group Invested Amount, and the denominator of which is the
sum of the Maximum Purchaser Group Invested Amounts of all Extending Purchaser Groups, other than such Purchaser Group and any other
Purchaser Group reducing its Maximum Purchaser Group Invested Amount and (y) shall be deemed to be an Extending Purchaser Group
with a Maximum Purchaser Group Invested Amount equal to the




    	 	55	 



     


    

portion
of its Maximum Purchaser Group Invested Amount that will be available after the extension of its Scheduled Expiry Date. In connection
with any request by ABRCF to extend the Scheduled Expiry Date pursuant to this Section 2.6(b), ABRCF shall provide (i) to the Administrative
Agent, who shall provide to each Purchaser Group, on or prior to the effective date of any such extension, a certificate of the principal
financial officer of ABRCF to the effect set forth in Schedule 8.3(d) of the Base Indenture and (ii) notice to the Rating Agencies, Standard
& Poor’s and Moody’s of its request to extend the Scheduled Expiry Date.


(c)          
On any Business Day during the Series 2022-2 Revolving Period, ABRCF may, upon two (2) Business Days’ prior written notice to the
Administrative Agent (effective upon receipt) (with copies to the Administrator and the Trustee) reduce the Class A Maximum Invested
Amount in an amount equal to $10,000,000 or a whole multiple of $1,000,000 in excess thereof; provided that no such termination
or reduction shall be permitted if, after giving effect thereto and to any reduction in the Class A Invested Amount on such date, the
Purchaser Group Invested Amount with respect to any Purchaser Group would exceed the Maximum Purchaser Group Invested Amount with respect
to such Purchaser Group then in effect. Any reduction in the Class A Maximum Invested Amount shall be made on a pro rata basis
to the Maximum Purchaser Group Invested Amounts with respect to the Purchaser Groups, based on the Maximum Purchaser Group Invested Amount
with respect to each Purchaser Group. Once reduced, the Maximum Purchaser Group Invested Amounts may not be subsequently reinstated without
each such Purchaser Group’s prior written consent, which consent shall be granted or not in the sole discretion of such Purchaser
Group.


(d)          
If, (w) after receiving a request for extension of its Scheduled Expiry Date from ABRCF pursuant to Section 2.6(b), a Non-Conduit Purchaser
Group or the Funding Agent with respect to a CP Conduit Purchaser Group notifies ABRCF in writing of its decision not to extend its Scheduled
Expiry Date as requested or fails to respond to ABRCF’s request within 30 days of its receipt of such request, (x) any Non-Conduit
Purchaser Group or any CP Conduit Purchaser Group (or the Funding Agent with respect thereto, on behalf of such CP Conduit Purchaser
Group) (a “Non-Consenting Purchaser Group”) fails to give its consent for any amendment or waiver requiring the consent
of 100% of the Series 2022-2 Noteholders (or Purchaser Groups having Commitment Percentages aggregating 100%) or the consent of all affected
Series 2022-2 Noteholders or Purchaser Groups (and such Purchaser Group is affected) and for which Holders of Series 2022-2 Notes representing
at least a majority of the required voting percentage have consented, (y) after receiving a notice of Increase in accordance with Section
2.3(a), any Purchaser Group fails to fund the full amount of its Commitment Percentage of the related Increase Amount on the Increase
Date (a “Non-Funding Purchaser Group”) or (z) any Affected Party with respect to any Non-Conduit Purchaser Group or
any CP Conduit Purchaser Group (together with any Non-Extending Purchaser Group, Non-Consenting Purchaser Group or Non-Funding Purchaser
Group, “Removed Purchaser Groups”) requests payment for any Article VII Costs payable under Section 7.1(e), at the
request of ABRCF such Non-Conduit Purchaser Group or such CP Conduit Purchaser Group shall on a Distribution Date thereafter selected
by ABRCF (or such other date as may be agreed by ABRCF, the Administrative Agent and such Non-Conduit Purchaser or the Funding Agent
with respect to such CP Conduit Purchaser Group) assign all or any portion of their respective rights and obligations under this Supplement
and the Series 2022-2 Notes pursuant to Section 11.1 to a replacement Purchaser Group selected by ABRCF upon payment by the replacement
Purchaser




    	 	56	 



     


    

Group
(or upon payment by ABRCF as agreed to by ABRCF, the assignor and the assignee) of an amount equal to the sum of (i) the Purchaser Group
Invested Amount with respect to such Removed Purchaser Group, and (ii)(A) if such Purchaser Group includes a Match Funding CP Conduit
Purchaser, the sum of (x) all accrued and unpaid Discount on all outstanding Commercial Paper issued by, or for the benefit of, such
Match Funding CP Conduit Purchaser to fund the CP Conduit Funded Amount with respect to such Match Funding CP Conduit Purchaser from
the issuance date(s) thereof to but excluding the date (the “Purchase Effective Date”) of the assignment to the replacement
Purchaser Group and (y) the aggregate Discount to accrue on all outstanding Commercial Paper issued by, or for the benefit of, such Match
Funding CP Conduit Purchaser to fund the CP Conduit Funded Amount with respect to such Match Funding CP Conduit Purchaser from and including
the Purchase Effective Date to and excluding the maturity date of each CP Tranche with respect to such Match Funding CP Conduit Purchaser
or (B) if such Removed Purchaser Group includes a Pooled Funding CP Conduit Purchaser, the sum of (x) the aggregate amount of accrued
and unpaid Discount on or in respect of the Commercial Paper issued by, or for the benefit of, such Pooled Funding CP Conduit Purchaser
allocated, in whole or in part, by the Funding Agent with respect to such Pooled Funding CP Conduit Purchaser, to fund the purchase or
maintenance of the CP Conduit Funded Amount with respect to such Pooled Funding CP Conduit Purchaser as of the Purchase Effective Date
and (y) the aggregate amount of Discount to accrue on or in respect of the Commercial Paper issued by, or for the benefit of, such Pooled
Funding CP Conduit Purchaser allocated, in whole or in part, by the Funding Agent with respect to such Pooled Funding CP Conduit Purchaser,
to fund the purchase or maintenance of the CP Conduit Funded Amount with respect to such Pooled Funding CP Conduit Purchaser from and
including the Purchase Effective Date to and excluding the maturity dates of such Commercial Paper, and (iii) (A) if such Removed Purchaser
Group is a Non-Conduit Purchaser Group, all accrued and unpaid interest on the Purchaser Group Invested Amount for such Non-Conduit Purchaser
Group, calculated as the sum for each day from but excluding the last day of the Series 2022-2 Interest Period immediately preceding
the Purchase Effective Date to but excluding the Purchase Effective Date of the product of (1) the Purchaser Group Invested Amount with
respect to such Non-Conduit Purchaser on such day, times (2) the sum of Adjusted Daily Simple SOFR with respect to each such day and
the Program Fee Rate with respect to such Non-Conduit Purchaser Group divided by (3) 360, or (B) if such Removed Purchaser Group is a
CP Conduit Purchaser Group, the sum of (1) all accrued and unpaid interest on the APA Bank Funded Amount with respect to such Purchaser
Group, calculated at the Alternate Base Rate or the applicable Adjusted Daily Simple SOFR plus the Applicable Margin as of the Purchase
Effective Date and (2) if such CP Conduit Purchaser Group includes a SOFR Funding CP Conduit Purchaser, all accrued and unpaid interest
on the CP Conduit Funded Amount for such CP Conduit Purchaser Group, calculated as the sum for each day from but excluding the last day
of the Series 2022-2 Interest Period immediately preceding the Purchase Effective Date to but excluding the Purchase Effective Date of
the product of (x) the CP Conduit Funded Amount with respect to such CP Conduit Purchaser Group on each such day, times (y) Adjusted
Daily Simple SOFR with respect to each such day with respect to such CP Conduit Purchaser Group divided by (z) 360, and (iv) if such
Removed Group is a CP Conduit Purchaser Group, for each day from but excluding the last day of the Series 2022-2 Interest Period immediately
preceding the Purchase Effective Date to but excluding the Purchase Effective Date, an amount equal to (x) the CP Conduit Funded Amount
with respect to such Removed Purchaser Group on such day times (y) the Program Fee Rate divided by (z) 360,




    	 	57	 



     


    

and
(v) for each day from but excluding the last day of the Series 2022-2 Interest Period immediately preceding the Purchase Effective Date
to but excluding the Purchase Effective Date, an amount equal to (x) the excess, if any, of the Commitment Amount with respect to such
Removed Purchaser Group over the Purchaser Group Invested Amount with respect to such Purchaser Group on such day times (y) the Commitment
Fee Rate as of such date divided by (z) 360, and (vi) all Article VII Costs then due and payable to such Removed Purchaser Group and
(vii) without duplication, any other amounts then due and payable to such Removed Purchaser Group pursuant to this Supplement.


(e)          
ABRCF may at any time add as a Class A Noteholder (A) one or more multi-seller commercial paper conduits as additional CP Conduit Purchasers
(each an “Additional CP Conduit Purchaser”) and one or more banks providing support to the Additional CP Conduit Purchaser
as APA Banks with respect to the Additional CP Conduit Purchaser (the “Related Additional APA Banks”) or (B) a financial
institution or other entity (other than a commercial paper conduit) as an additional Non-Conduit Purchaser (an “Additional Non-Conduit
Purchaser”), in each case with the prior written consent of the Administrative Agent (which consent shall not be unreasonably
withheld), by providing at least ten Business Days written notice of (i) (A) the names of the Additional CP Conduit Purchasers, the Related
Additional APA Banks and the funding agent with respect to the Additional CP Conduit Purchasers and the Related Additional APA Banks
(the “Additional Funding Agent”) or (B) the name of the Additional Non-Conduit Purchaser, as applicable, (ii) the
date on which ABRCF desires to effect such addition (the “Purchaser Group Addition Date”), (iii) the proposed Maximum
Purchaser Group Invested Amount with respect to the Additional CP Conduit Purchasers and the Related Additional APA Banks or the Additional
Non-Conduit Purchaser, as applicable, and (iv) the Commitment Percentage of each Purchaser Group on the Purchaser Group Addition Date,
after giving effect to the addition of the Additional CP Conduit Purchasers and the Related Additional APA Banks or the Additional Non-Conduit
Purchaser, as applicable. On the Purchaser Group Addition Date, each Purchaser Group shall make an assignment and assumption to the Additional
CP Conduit Purchasers, the Related Additional APA Banks and the Additional Funding Agent or the Additional Non-Conduit Purchaser, as
applicable, pursuant to Section 11.1, as directed by the Administrative Agent, with the result that after giving effect thereto, the
Purchaser Group Invested Amount with respect to each such Purchaser Group shall equal the product of (x) the Class A Invested Amount
on the Purchaser Group Addition Date and (y) the Commitment Percentage of such Purchaser Group on the Purchaser Group Addition Date,
after giving effect to the addition of the Additional CP Conduit Purchasers and the Related Additional APA Banks or the Additional Non-Conduit
Purchaser, as applicable. No Purchaser Group shall be required to make any assignment unless such assigning Purchaser Group shall receive
in cash an amount equal to the reduction in its Class A Invested Amount.


(f)          
Upon any Subsequent Term Note Issuance, each Purchaser Group’s Maximum Purchaser Group Invested Amount shall be reduced (but not
below $0) by an amount equal to the pro rata share with respect to such Purchaser Group of the proceeds of such Subsequent Term Note
Issuance, pursuant to a direction letter from the Administrator to the Trustee.


Section
2.7.     Interest; Fees. (a)  Interest shall be payable on the Series 2022-2 Notes on each Distribution Date pursuant to Section 3.3.




    	 	58	 



     


    

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


(c)          
Notwithstanding anything to the contrary contained in this Section 2.7, (i) (A) each Match Funding CP Conduit Purchaser shall approve
the length of each CP Rate Period and the portion of the Available CP Funding Amount with respect to such Match Funding CP Conduit Purchaser
allocated to such CP Rate Period, (B) such Match Funding CP Conduit Purchaser may select, in its sole discretion, any new CP Rate Period
if (x) ABRCF does not provide notice of a new CP Rate Period on a timely basis or (y) the Funding Agent with respect to such Match Funding
CP Conduit Purchaser, on behalf of such Match Funding CP Conduit Purchaser, determines, in its sole discretion, that the CP Rate Period
requested by ABRCF is unavailable or for any reason commercially undesirable and (C) the portion of the Available CP Funding Amount with
respect to such Match Funding CP Conduit Purchaser allocable to each CP Tranche must be in an amount equal to $1,000,000 or an integral
multiple of $100,000 in excess thereof and (ii) after the occurrence and during the continuance of any Amortization Event or Potential
Amortization Event, ABRCF may not elect to allocate any portion of the APA Bank Funded Amount with respect to any CP Conduit Purchaser
Group to the SOFR Tranche.


(d)          
On any Business Day, a Match Funding CP Conduit Purchaser may elect that ABRCF no longer be permitted to select CP Tranches in accordance
with Sections 2.7(b) and (c) in respect of the CP Conduit Funded Amount with respect to such CP Conduit Purchaser by giving ABRCF and
the Administrative Agent irrevocable written notice thereof, which notice must be received by ABRCF and the Administrative Agent at least
one Business Day prior to such Business Day. On any Business Day, a Pooled Funding CP Conduit Purchaser may with the prior written consent
of the Administrator (which consent shall not be unreasonably withheld) elect thereafter to allow ABRCF to select CP Tranches in accordance
with Sections 2.7(b) and (c) in respect of the CP Conduit Funded Amount with respect to such CP Conduit Purchaser by giving ABRCF and
the Administrative Agent irrevocable written notice thereof,




    	 	59	 



     


    

which
notice and consent must be received by ABRCF and the Administrative Agent at least one Business Day prior to such election. Any CP Conduit
Purchaser making an election to change the manner in which its funding costs in respect of its Class A Note are allocated in accordance
with this Section 2.7(d) will be both a Match Funding CP Conduit Purchaser and a Pooled Funding CP Conduit Purchaser during the period
that its Class A Note is funded on both a “pooled” and “match funded” basis and its Monthly Funding Costs during
that period will be calculated accordingly.


(e)          
ABRCF shall pay with funds available pursuant to Section 3.3(a) to the Administrative Agent, for the account of each Purchaser Group,
on each Distribution Date, a commitment fee with respect to the Series 2022-2 Interest Period ending on the day preceding such Distribution
Date (the “Commitment Fee”) during the period from the Series 2022-2 Closing Date to and including the Expiry Date
with respect to such Purchaser Group equal to the product of (x) the Commitment Fee Rate with respect to such Purchaser Group as of the
last day of such Series 2022-2 Interest Period and (y) the excess of (i) the average daily Commitment Amount with respect to such Purchaser
Group during such Series 2022-2 Interest Period over (ii) the average daily Purchaser Group Invested Amount with respect to such Purchaser
Group during such Series 2022-2 Interest Period. The Commitment Fees shall be payable monthly in arrears on each Distribution Date and
shall be considered interest on the Series 2022-2 Notes for purposes of calculating the Accrued Amounts with respect to the Series 2022-2
Notes.


(f)          
[Reserved].


(g)          
With respect to the Class A Notes, calculations of per annum rates (including Daily Simple SOFR) under this Supplement shall be made
on the basis of a 360- (or 365-/366- in the case of interest on the Floating Tranche based on the Prime Rate) day year. With respect
to the Class R Notes, calculations of per annum rates under this Supplement shall be made on the basis of a 360-day year consisting of
twelve 30-day months. Calculations of Commitment Fees shall be made on the basis of a 360-day year. Each determination of the Alternate
Base Rate or Daily Simple SOFR by the Administrative Agent or by any Funding Agent or Non-Conduit Purchaser shall be conclusive and binding
upon each of the parties hereto in the absence of manifest error.


(h)          
On any date prior to the occurrence of an Amortization Event on which more than 50% of the Class A Invested Amount as of such date is
funded by one or more APA Banks, each Non-Conduit Purchaser may elect, in its sole discretion, by delivering written notice to ABRCF,
the Administrator and the Administrative Agent (a “Pricing Increase Notice”), to have the Monthly Funding Costs with
respect to such Non-Conduit Purchaser calculated for each day of a Series 2022-2 Interest Period that more than 50% of the Class A Invested
Amount is funded by one or more APA Banks at a rate per annum equal to the sum of (A) Adjusted Daily Simple SOFR with respect to such
day and (B) the Applicable Margin with respect to the SOFR Tranche on such day (rather than Adjusted Daily Simple SOFR with respect to
such day and the Program Fee Rate on such day). At any time following delivery of a Pricing Increase Notice by a Non-Conduit Purchaser,
such Non-Conduit Purchaser may, in its sole discretion, rescind such election by delivering written notice thereof to ABRCF and the Administrative
Agent (a “Pricing Increase Rescission”).



    	 	60	 



     


    




Section
2.8.     Indemnification by ABRCF. ABRCF agrees to indemnify and hold harmless the Trustee, the Administrative Agent, each
Funding Agent, each CP Conduit Purchaser, each APA Bank, each Non-Conduit Purchaser and each of their respective officers,
directors, agents and employees (each, a “Company indemnified person”) from and against any loss, liability,
expense, damage or injury suffered or sustained by (a “Claim”) such Company indemnified person by reason of (i)
any acts, omissions or alleged acts or omissions arising out of, or relating to, activities of ABRCF pursuant to the Indenture or
the other Related Documents to which it is a party, (ii) a breach of any representation or warranty made or deemed made by ABRCF (or
any of its officers) in the Indenture or other Related Document or (iii) a failure by ABRCF to comply with any applicable law or
regulation or to perform its covenants, agreements, duties or obligations required to be performed or observed by it in accordance
with the provisions of the Indenture or the other Related Documents, including, but not limited to, any judgment, award, settlement,
reasonable attorneys’ fees and other reasonable costs or expenses incurred in connection with the defense of any actual or
threatened action, proceeding or claim, except to the extent such loss, liability, expense, damage or injury resulted from the gross
negligence, bad faith or willful misconduct of such Company indemnified person or its officers, directors, agents, principals,
employees or employers or includes any Excluded Taxes; provided that any payments made by ABRCF pursuant to this Section 2.8
shall be made solely from funds available pursuant to Section 3.3(e), shall be non-recourse other than with respect to such funds,
and shall not constitute a claim against ABRCF to the extent that such funds are insufficient to make such payment.


Section
2.9.     Funding Agents. (a)  The Funding Agent with respect to each CP Conduit Purchaser Group is hereby authorized to record
on each Business Day the CP Conduit Funded Amount with respect to such CP Conduit Purchaser Group and the aggregate amount of Discount
accruing with respect thereto on such Business Day and the APA Bank Funded Amount with respect to such CP Conduit Purchaser Group and
the amount of interest accruing with respect thereto on such Business Day and, based on such recordations, to determine the Monthly Funding
Costs with respect to each Series 2022-2 Interest Period and such CP Conduit Purchaser Group. Any such recordation by a Funding Agent,
absent manifest error, shall constitute prima facie evidence of the accuracy of the information so recorded. Furthermore, the Funding
Agent with respect to each CP Conduit Purchaser Group will maintain records sufficient to identify the percentage interest of the related
CP Conduit Purchasers and each APA Bank with respect to such CP Conduit Purchaser Group holding an interest in the Series 2022-2 Note
registered in the name of such Funding Agent and any amounts owing thereunder.


(b)          
Upon receipt of funds from the Administrative Agent on each Distribution Date and the date of any Decrease, each Funding Agent shall
pay such funds to the related CP Conduit Purchasers and/or the related APA Bank owed such funds in accordance with the recordations maintained
by it in accordance with Section 2.9(a) and the Asset Purchase Agreement with respect to such CP Conduit Purchaser. If a Funding Agent
shall have paid to any CP Conduit Purchaser or APA Bank any funds that (i) must be returned for any reason (including bankruptcy) or
(ii) exceeds that which such CP Conduit Purchaser or APA Bank was entitled to receive, such amount shall be promptly repaid to such Funding
Agent by such CP Conduit Purchaser or APA Bank.




    	 	61	 



     


    

(c)          
 Each Funding Agent hereby notifies ABRCF that: (i) such Funding Agent and/or its affiliates may from time to time purchase, hold or
sell, as principal and/or agent, Commercial Paper issued by the CP Conduit Purchasers for which it acts as Funding Agent; (ii) such Funding
Agent and/or its affiliates act as administrative agent for the related CP Conduit Purchasers, and as administrative agent such Funding
Agent manages such CP Conduit Purchasers’ issuance of Commercial Paper, including the selection of amount and tenor of Commercial
Paper issuance, and the discount or interest rate applicable thereto; (iii) such Funding Agent and/or its affiliates act as a Commercial
Paper dealer for such CP Conduit Purchasers; and (iv) such Funding Agent’s activities as administrative agent and Commercial Paper
dealer for such CP Conduit Purchasers, and as a purchaser or seller of Commercial Paper, impact the interest or discount rate applicable
to the Commercial Paper issued by such CP Conduit Purchasers, which impact the Monthly Funding Costs paid by ABRCF hereunder. ABRCF hereby
(x) acknowledges the foregoing and agrees that each such Funding Agent does not warrant or accept any responsibility for, and shall not
have any liability with respect to, the interest or discount rate paid by the CP Conduit Purchasers for which it acts as Funding Agent
in connection with its Commercial Paper issuance; (y) acknowledges that the discount or interest rate at which such Funding Agent and/or
its affiliates purchase or sell Commercial Paper will be determined by such Funding Agent and/or its affiliates in their sole discretion
and may differ from the discount or interest rate applicable to comparable transactions entered into by such Funding Agent and/or its
affiliates on the relevant date; and (z) waives any conflict of interest arising by reason of such Funding Agent and/or its affiliates
acting as administrative agent and Commercial Paper dealer for the applicable CP Conduit Purchasers while acting as purchaser or seller
of Commercial Paper.


ARTICLE
III



SERIES 2022-2 ALLOCATIONS


With
respect to the Series 2022-2 Notes, the following shall apply:


Section
3.1.     Establishment of Series 2022-2 Collection Account, Series 2022-2 Excess Collection Account and Series 2022-2 Accrued Interest Account.
(a) All Collections allocable to the Series 2022-2 Notes shall be allocated to the Collection Account.


(b)          
The Trustee will create three administrative subaccounts within the Collection Account for the benefit of the Series 2022-2 Noteholders:
the Series 2022-2 Collection Account (such sub-account, the “Series 2022-2 Collection Account”), the Series 2022-2
Excess Collection Account (such sub-account, the “Series 2022-2 Excess Collection Account”) and the Series 2022-2
Accrued Interest Account (such sub-account, the “Series 2022-2 Accrued Interest Account”).


(c)          
With respect to all Accounts created pursuant to this Supplement, the Trustee represents on the date hereof that it has an office in
the United States which is not intended to be merely temporary and meets the description set forth in the second sentence of Article
4(1) of the Hague Convention on the Law Applicable to Certain Rights in Respect of Securities Held with an Intermediary, concluded 5
July 2006. The Law in force in the State of New York is applicable to all issues specified in Article 2(1) of the Hague Convention on
the




    	 	62	 



     


    

Law
Applicable to Certain Rights in Respect of Securities Held with an Intermediary, concluded 5 July 2006.


Section
3.2.     Allocations with Respect to the Series 2022-2 Notes. The net proceeds from the initial sale of the Series 2022-2 Notes and any Increase
will be deposited into the Collection Account. On each Business Day on which Collections are deposited into the Collection Account (each
such date, a “Series 2022-2 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 3.2:


(a)          Allocations
of Collections During the Series 2022-2 Revolving Period. During the Series 2022-2 Revolving Period, the Administrator will direct
the Trustee in writing pursuant to the Administration Agreement to allocate on each day, prior to 11:00 a.m. (New York City time)
on each Series 2022-2 Deposit Date, all amounts deposited into the Collection Account as set forth below:


(i)          allocate to the Series 2022-2 Collection Account an amount equal to the Series 2022-2 Invested Percentage (as of such day) of the aggregate
amount of Interest Collections on such day. All such amounts allocated to the Series 2022-2 Collection Account shall be further allocated
to the Series 2022-2 Accrued Interest Account; and


(ii)          allocate to the Series 2022-2 Excess Collection Account the sum of (A) the Series 2022-2 Invested Percentage (as of such day) of the
aggregate amount of Principal Collections on such day (for any such day, the “Series 2022-2 Principal Allocation”)
and (B) the proceeds from the initial issuance of the Series 2022-2 Notes and from any Increase; provided, however, if
a Waiver Event shall have occurred, then such allocation shall be modified as provided in Article V.


(b)          Allocations
of Collections During the Series 2022-2 Controlled Amortization Period. With respect to the Series 2022-2 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 2022-2 Deposit Date, all amounts deposited into the Collection Account as set forth below:


(i)          allocate
to the Series 2022-2 Collection Account an amount determined as set forth in Section 3.2(a)(i) above for such day, which amount shall
be further allocated to the Series 2022-2 Accrued Interest Account; and


(ii)          allocate
to the Series 2022-2 Collection Account an amount equal to the Series 2022-2 Principal Allocation for such day, which amount shall be
used to make principal payments in respect of the Series 2022-2 Notes (A) in accordance with Section 3.5, (1) first, in respect
of the Class A Notes in an amount equal to the Class A Controlled Distribution Amount with respect to the Related Month and (2) second,
in respect of the Class R Notes, in an amount equal to the Class R Controlled Distribution Amount with respect to the Related




    	 	63	 



     


    

Month
or (B) to make a Decrease; provided, however, that if the Monthly Total Principal Allocation for any Related Month exceeds
the Series 2022-2 Controlled Distribution Amount with respect to the Related Month, then the amount of such excess shall be allocated
to the Series 2022-2 Excess Collection Account; and provided, further, that if a Waiver Event shall have occurred, then
such allocation shall be modified as provided in Article V.


(c)          Allocations
of Collections During the Series 2022-2 Rapid Amortization Period. With respect to the Series 2022-2 Rapid Amortization Period, other
than after the occurrence of an Event of Bankruptcy with respect to ABCR, any other Lessee or any Permitted Sublessee (other than a third-party
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 2022-2 Deposit Date, all amounts deposited into the Collection Account as set forth
below:


(i)          allocate
to the Series 2022-2 Collection Account an amount determined as set forth in Section 3.2(a)(i) above for such day, which amount shall
be further allocated to the Series 2022-2 Accrued Interest Account; and


(ii)          allocate
to the Series 2022-2 Collection Account an amount equal to the Series 2022-2 Principal Allocation for such day, which amount shall be
used to make principal payments in respect of the Class A Notes until the Class A Invested Amount is paid in full, and then to make principal
payments in respect of the Class R Notes until the Class R Invested Amount is paid in full; provided that if on any Determination
Date (A) the Administrator determines that the amount anticipated to be available from Interest Collections allocable to the Series 2022-2
Notes and other amounts available pursuant to Section 3.3 to pay Class A Monthly Interest and the Commitment Fees on the next succeeding
Distribution Date will be less than the Class A Monthly Interest and Commitment Fees for the Series 2022-2 Interest Period ending on
the day preceding such Distribution Date and (B) the Series 2022-2 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 2022-2 Notes during the Related
Month equal to the lesser of such insufficiency and the Series 2022-2 Enhancement Amount to the Series 2022-2 Accrued Interest Account
to be treated as Interest Collections on such Distribution Date; provided further that if, after giving effect to any allocation
on such Series 2022-2 Deposit Date, the Monthly Total Principal Allocation for the Related Month would exceed the sum of (x) the Series
2022-2 Invested Amount on such date and (y) any insufficiency described in the preceding proviso, then such excess shall be allocated
to the Series 2022-2 Reserve Account.


(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 (other than a third-party Permitted Sublessee), the Administrator will direct
the Trustee in writing pursuant to the Administration




    	 	64	 



     


    

Agreement
to allocate, prior to 11:00 a.m. (New York City time) on any Series 2022-2 Deposit Date, all amounts deposited into the Collection Account
as set forth below:


(i)          allocate
to the Series 2022-2 Collection Account an amount equal to the sum of (A) the Series 2022-2 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 and (B) the Series 2022-2 VFN Percentage of the aggregate amount of Interest Collections made under the AESOP II
Loan Agreement. All such amounts allocated to the Series 2022-2 Collection Account shall be further allocated to the Series 2022-2 Accrued
Interest Account; and


(ii)          allocate
to the Series 2022-2 Collection Account an amount equal to the sum of (A) the Series 2022-2 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 and (B) the Series 2022-2 VFN Percentage of the aggregate amount of Principal Collections made under the
AESOP II Loan Agreement, which amount shall be used to make principal payments in respect of the Class A Notes until the Class A Invested
Amount is 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 R Notes until the Class R Invested Amount is paid in full; provided that if on any Determination Date (A) the Administrator
determines that the amount anticipated to be available from Interest Collections allocable to the Series 2022-2 Notes and other amounts
available pursuant to Section 3.3 to pay Class A Monthly Interest and the Commitment Fees on the next succeeding Distribution Date will
be less than the Class A Monthly Interest and Commitment Fees for the Series 2022-2 Interest Period ending on the day preceding such
Distribution Date and (B) the Series 2022-2 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 2022-2 Notes during the Related Month equal to
the lesser of such insufficiency and the Series 2022-2 Enhancement Amount to the Series 2022-2 Accrued Interest Account to be treated
as Interest Collections on such Distribution Date; provided further that if, after giving effect to any allocation on such Series
2022-2 Deposit Date, the Monthly Total Principal Allocation for the Related Month would exceed the sum of (x) the Series 2022-2 Invested
Amount on such date and (y) any insufficiency described in the preceding proviso, then such excess shall be allocated to the Series 2022-2
Reserve Account.


(e)          
Allocations From Other Series. Amounts allocated to other Series of Notes that have been reallocated by ABRCF to the Series 2022-2
Notes (i) during the Series 2022-2 Revolving Period shall be allocated to the Series 2022-2 Excess Collection Account and applied in
accordance with Section 3.2(e) and (ii) during the Series 2022-2 Controlled Amortization Period or the Series 2022-2 Rapid Amortization
Period shall be allocated to the Series 2022-2 Collection Account and applied in accordance with Section 3.2(b)(ii), 3.2(c)(ii) or 3.2(d)(ii),
as the case may be, to make principal payments in




    	 	65	 



     


    

respect
of the Series 2022-2 Notes or to be allocated to the Series 2022-2 Reserve Account.


(f)          
Series 2022-2 Excess Collection Account. Amounts allocated to the Series 2022-2 Excess Collection Account on any Series 2022-2
Deposit Date will be (i) first, used to reduce the Purchaser Group Invested Amount with respect to any Non-Extending Purchaser Group
to the extent required pursuant to Section 2.5(d), (ii) second, deposited in the Series 2022-2 Reserve Account in an amount up to the
excess, if any, of the Series 2022-2 Required Reserve Account Amount for such date, after giving effect to any Increase or Decrease on
such date, over the Series 2022-2 Available Reserve Account Amount for such date, (iii) third, to the extent directed by ABRCF used to
pay the principal amount of other Series of Notes that are then required to be paid, (iv) fourth, to the extent directed in writing by
the Administrator, used to make a voluntary Decrease in the Series 2022-2 Invested Amount, (v) fifth, to the extent directed in writing
by the Administrator used to make a voluntary decrease in the Invested Amount of any other Series of Notes that may be reduced in accordance
with the Indenture, (vi) sixth, released to AESOP Leasing in an amount equal to (A) the Loan Agreement’s Share with respect
to the AESOP I Operating Lease Loan Agreement as of such date times (B) 100% minus the Loan Payment Allocation Percentage with respect
to the AESOP I Operating Lease Loan Agreement as of such date times (C) the amount of any remaining funds and (vii) seventh, paid to
ABRCF for any use permitted under the Related Documents, including to make Loans under the Loan Agreements to the extent the Borrowers
have requested Loans thereunder and Eligible Vehicles are available for financing thereunder; provided, in the case of clauses
(v), (vi) and (vii), that no AESOP I Operating Lease Vehicle Deficiency would result therefrom or exist immediately thereafter. Upon
the occurrence of an Amortization Event, funds on deposit in the Series 2022-2 Excess Collection Account will be withdrawn by the Trustee,
deposited in the Series 2022-2 Collection Account and allocated as Principal Collections to reduce the Series 2022-2 Invested Amount
on the immediately succeeding Distribution Date or to be allocated to the Series 2022-2 Reserve Account.


(g)          
Past Due Rental Payments. Notwithstanding Section 3.2(a), if after the occurrence of a Series 2022-2 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 2022-2 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 2022-2 Collection Account an amount
equal to the Series 2022-2 Invested Percentage as of the date of the occurrence of such Series 2022-2 Lease Payment Deficit of the Collections
attributable to such Past Due Rent Payment (the “Series 2022-2 Past Due Rent Payment”). The Administrator shall instruct
the Trustee in writing pursuant to the Administration Agreement to withdraw from the Series 2022-2 Collection Account and apply the Series
2022-2 Past Due Rent Payment in the following order:


(i)          if
the occurrence of such Series 2022-2 Lease Payment Deficit resulted in a withdrawal being made from the Series 2022-2 Reserve Account
pursuant to Section 3.3(b), deposit in the Series 2022-2 Reserve Account an




    	 	66	 



     


    

amount
equal to the lesser of (x) the Series 2022-2 Past Due Rent Payment and (y) the excess, if any, of the Series 2022-2 Required Reserve
Account Amount over the Series 2022-2 Available Reserve Account Amount on such day;


(ii)          if
the occurrence of the related Series 2022-2 Lease Payment Deficit resulted in one or more Lease Deficit Disbursements being made under
the Multi-Series Letters of Credit, pay to each Multi-Series Letter of Credit Provider who made such a Lease Deficit Disbursement for
application in accordance with the provisions of the applicable Series 2022-2 Reimbursement Agreement an amount equal to the lesser of
(x) the unreimbursed amount of such Multi-Series Letter of Credit Provider’s Lease Deficit Disbursement and (y) such Multi-Series
Letter of Credit Provider’s pro rata share, calculated on the basis of the unreimbursed amount of each Multi-Series Letter of Credit
Provider’s Lease Deficit Disbursement, of the amount of the Series 2022-2 Past Due Rent Payment remaining after payment pursuant
to clause (i) above;


(iii)          if
the occurrence of such Series 2022-2 Lease Payment Deficit resulted in a withdrawal being made from the Series 2022-2 Cash Collateral
Account, deposit in the Series 2022-2 Cash Collateral Account an amount equal to the lesser of (x) the amount of the Series 2022-2 Past
Due Rent Payment remaining after any payment pursuant to clauses (i) and (ii) above and (y) the amount withdrawn from the Series 2022-2
Cash Collateral Account on account of such Series 2022-2 Lease Payment Deficit;


(iv)          allocate
to the Series 2022-2 Accrued Interest Account the amount, if any, by which the Series 2022-2 Lease Interest Payment Deficit, if any,
relating to such Series 2022-2 Lease Payment Deficit exceeds the amount of the Series 2022-2 Past Due Rent Payment applied pursuant to
clauses (i), (ii) and (iii) above; and


(v)          treat
the remaining amount of the Series 2022-2 Past Due Rent Payment as Principal Collections allocated to the Series 2022-2 Notes in accordance
with Section 3.2(a)(ii), 3.2(b)(ii) or 3.2(c)(ii), as the case may be.


Section
3.3.     Payments to Noteholders. The Funding Agent with respect to each CP Conduit Purchaser Group and each Non-Conduit Purchaser shall
provide written notice to the Administrative Agent (x) no later than two Business Days prior to each Determination Date, setting forth
the Monthly Funding Costs with respect to its Related Purchaser Group with respect to the portion of the current Series 2022-2 Interest
Period ending on such Business Day and a reasonable estimation of the Monthly Funding Costs with respect to such Purchaser Group for
the remainder of such Series 2022-2 Interest Period and (y) within three Business Days after the end of each calendar month, setting
forth the Monthly Funding Costs (calculated as if such calendar month was a Series 2022-2 Interest Period) with respect to such Purchaser
Group for such calendar month. The Administrative Agent shall, within two Business Days following its receipt of such information from
each Funding Agent and each Non-Conduit Purchaser, compile the information provided in such written notice pursuant to (x) or (y) above,
as applicable, into one written notice for all Purchaser Groups and forward such notice to the Administrator. The




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Administrator
shall determine the Monthly Funding Costs and the Class A Note Rate based on the information provided by the Funding Agents and the Non-Conduit
Purchasers. If the actual amount of the Monthly Funding Costs with respect to any Purchaser Group for a Series 2022-2 Interest Period
is less than or greater than the amount thereof estimated by the Funding Agent or the Non-Conduit Purchaser with respect to its Related
Purchaser Group on a Determination Date, such Funding Agent or Non-Conduit Purchaser shall notify the Administrator and the Administrative
Agent thereof on the next succeeding Determination Date and the Administrator will reduce or increase the Monthly Funding Costs with
respect to such Purchaser Group for the next succeeding Series 2022-2 Interest Period accordingly. The Administrator shall determine
the Monthly Funding Costs and the Class A Note Rate for the last Series 2022-2 Interest Period on the Determination Date immediately
preceding the final Distribution Date based on the information provided by the Funding Agents and the Non-Conduit Purchasers. If a Funding
Agent or Non-Conduit Purchaser determines that the actual Monthly Funding Costs with respect to its Related Purchaser Group for the last
Series 2022-2 Interest Period will be more or less than the estimate thereof provided to the Administrator and informs the Administrator
of such variance prior to the Distribution Date for such Series 2022-2 Interest Period, the Administrator will recalculate the Monthly
Funding Costs and the Class A Note Rate with respect to such Purchaser Group for such Series 2022-2 Interest Period. On each Determination
Date, as provided below, the Administrator shall instruct the Paying Agent in writing pursuant to the Administration Agreement to withdraw,
and on the following Distribution Date the Paying Agent, acting in accordance with such instructions, shall withdraw the amounts required
to be withdrawn from the Collection Account pursuant to Section 3.3(a) below in respect of all funds available from Interest Collections
processed since the preceding Distribution Date and allocated to the holders of the Series 2022-2 Notes.


(a)          Class
A Note Interest and Commitment Fees with respect to the Class A Notes. On each Determination Date, the Administrator shall instruct
the Trustee and the Paying Agent in writing pursuant to the Administration Agreement as to the amount to be withdrawn and paid pursuant
to Section 3.4 from the Series 2022-2 Accrued Interest Account to the extent funds are anticipated to be available from Interest Collections
allocable to the Series 2022-2 Notes from, but not including, the preceding Distribution Date through the succeeding Distribution Date
in respect of (x) first, an amount equal to the Class A Monthly Interest for the Series 2022-2 Interest Period ending on the day preceding
the related Distribution Date, (y) second, an amount equal to the Commitment Fees for each Purchaser Group for the Series 2022-2 Interest
Period ending on the day preceding the related Distribution Date, and (z) third, an amount equal to the amount of any unpaid Class A
Monthly Interest Shortfall as of the preceding Distribution Date (together with any accrued interest on such Class A Monthly Interest
Shortfall). On the following Distribution Date, the Trustee shall withdraw the amounts described in the first sentence of this Section
3.3(a) from the Series 2022-2 Accrued Interest Account and deposit such amounts in the Series 2022-2 Distribution Account.


(b)          Withdrawals
from Series 2022-2 Reserve Account. If the Administrator determines on any Distribution Date that the amounts available from the
Series 2022-2 Accrued Interest Account are insufficient to pay the sum of the amounts described in clauses (x), (y) and (z) of Section
3.3(a) above on such Distribution Date, the Administrator shall instruct the Trustee in writing to withdraw from the Series 2022-2




    	 	68	 



     


    

Reserve
Account and deposit in the Series 2022-2 Distribution Account on such Distribution Date an amount equal to the lesser of the Series 2022-2
Available Reserve Account Amount and such insufficiency. The Trustee shall withdraw such amount from the Series 2022-2 Reserve Account
and deposit such amount in the Series 2022-2 Distribution Account.


(c)          Lease
Payment Deficit Notice. On or before 10:00 a.m. (New York City time) on each Distribution Date, the Administrator shall notify
the Trustee of the amount of any Series 2022-2 Lease Payment Deficit, such notification to be in the form of Exhibit F (each a
“Lease Payment Deficit Notice”).


(d)          Draws
on Multi-Series Letters of Credit For Series 2022-2 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 2022-2 Lease Interest Payment
Deficit, the Administrator shall, on or prior to 3:00 p.m. (New York City time) on such Business Day, instruct the Trustee in writing
to draw on the Multi-Series Letters of Credit, if any, and, the Trustee shall, by 5:00 p.m. (New York City time) on such Business
Day draw an amount (identified by the Administrator) equal to the least of (i) such Series 2022-2 Lease Interest Payment Deficit, (ii)
the excess, if any, of the sum of the amounts described in clauses (x), (y) and (z) of Section 3.3(a) above for such Distribution Date
over the amounts available from the Series 2022-2 Accrued Interest Account on such Distribution Date plus the amount withdrawn from the
Series 2022-2 Reserve Account pursuant to Section 3.3(b) and (iii) the Series 2022-2 Allocated Multi-Series Letter of Credit Liquidity
Amount on the Multi-Series Letters of Credit by presenting to each Multi-Series Letter of Credit Provider a Certificate of Lease Deficit
Demand and shall cause the Lease Deficit Disbursements to be deposited in the Series 2022-2 Distribution Account on such Distribution
Date for distribution in accordance with Section 3.4; provided, however, that if the Series 2022-2 Cash Collateral Account
has been established and funded, the Trustee shall withdraw from the Series 2022-2 Cash Collateral Account and deposit in the Series
2022-2 Distribution Account an amount equal to the lesser of (x) the Series 2022-2 Cash Collateral Percentage on such date of the least
of the amounts described in clauses (i), (ii) and (iii) above and (y) the Series 2022-2 Available Cash Collateral Account Amount on such
date and draw an amount equal to the remainder of such amount on the Multi-Series Letters of Credit.


(e)          Balance.
On or prior to the second Business Day preceding each Distribution Date, the Administrator shall instruct the Trustee and the Paying
Agent in writing pursuant to the Administration Agreement to pay the balance (after making the payments required in Section 3.3(a)),
if any, of the amounts available from the Series 2022-2 Accrued Interest Account as follows:


(i)          on
each Distribution Date during the Series 2022-2 Revolving Period or the Series 2022-2 Controlled Amortization Period, (1) first, to the
Administrator, an amount equal to the Series 2022-2 Percentage as of the beginning of such Series 2022-2 Interest Period of the portion
of the Monthly Administration Fee payable by ABRCF (as specified in clause (iii) of the definition thereof) for such Series 2022-2 Interest
Period, (2) second, to the




    	 	69	 



     


    

Trustee,
an amount equal to the Series 2022-2 Percentage as of the beginning of such Series 2022-2 Interest Period of the Trustee’s fees
for such Series 2022-2 Interest Period, (3) third, to the Series 2022-2 Distribution Account to pay any Article VII Costs, (4) fourth,
to pay any Carrying Charges (other than Carrying Charges provided for above) to the Persons to whom such amounts are owed, an amount
equal to the Series 2022-2 Percentage as of the beginning of such Series 2022-2 Interest Period of such Carrying Charges (other than
Carrying Charges provided for above) for such Series 2022-2 Interest Period, (5) fifth, to the Series 2022-2 Reserve Account, an amount
equal to the sum of (x) the Class R Monthly Interest with respect to the Series 2022-2 Interest Period ended on the day preceding such
Distribution Date and (y) the Class R Monthly Interest Shortfall as of the immediately preceding Distribution Date, and (6) sixth, the
balance, if any (“Excess Collections”), shall be withdrawn by the Paying Agent from the Series 2022-2 Collection Account
and deposited in the Series 2022-2 Excess Collection Account; and


(ii)          on
each Distribution Date during the Series 2022-2 Rapid Amortization Period, (1) first, to the Trustee, an amount equal to the Series 2022-2
Percentage as of the beginning of such Series 2022-2 Interest Period of the Trustee’s fees for such Series 2022-2 Interest Period,
(2) second, to the Administrator, an amount equal to the Series 2022-2 Percentage as of the beginning of such Series 2022-2 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 2022-2 Interest Period, (3) third, to the Series 2022-2 Distribution Account to pay any Article VII Costs, (4) fourth, to
pay any Carrying Charges (other than Carrying Charges provided for above) to the Persons to whom such amounts are owed, an amount equal
to the Series 2022-2 Percentage as of the beginning of such Series 2022-2 Interest Period of such Carrying Charges (other than Carrying
Charges provided for above) for such Series 2022-2 Interest Period, (5) fifth, to the Series 2022-2 Reserve Account, an amount equal
to the sum of (x) the Class R Monthly Interest with respect to the Series 2022-2 Interest Period ended on the day preceding such Distribution
Date and (y) the Class R Monthly Interest Shortfall as of the immediately preceding Distribution Date, and (6) sixth, the balance, if
any, shall be treated as Principal Collections.


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


(g)          [Reserved].




    	 	70	 



     


    

(h)          [Reserved].


(i)          Class
R Monthly Interest. On each Determination Date, the Administrator shall instruct the Trustee and the Paying Agent in writing pursuant
to the Administration Agreement as to the amount to be withdrawn and paid pursuant to Section 3.4 from the Series 2022-2 Reserve Account
in respect of (x) first, an amount equal to the aggregate Class R Monthly Interest for the Series 2022-2 Interest Period ending on the
day preceding the related Distribution Date and (y) second, the amount of any unpaid Class R Monthly Interest Shortfall as of the preceding
Distribution Date. On the following Distribution Date, the Trustee shall withdraw the lesser of (x) the amounts described in the first
sentence of this Section 3.3(i) and (y) the excess of the Series 2022-2 Available Reserve Account Amount (after giving effect to
any withdrawals from the Series 2022-2 Reserve Account pursuant to Section 3.3(b), 3.5(c)(i) and/or 3.5(d)(i) with respect to such Distribution
Date) over the Series 2022-2 Required Reserve Account Amount on such Distribution Date, from the Series 2022-2 Reserve Account and deposit
such amount in the Series 2022-2 Distribution Account.


(j)          Class
R Monthly Interest Shortfalls. If the amounts withdrawn from the Series 2022-2 Reserve Account pursuant to Section 3.3(i) are insufficient
to pay the Class R Monthly Interest on any Distribution Date, payments of Class R Monthly Interest will be reduced on a pro rata
basis by the amount of such deficiency. The aggregate amount, if any, of such deficiency as of 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
R Monthly Interest Shortfall.” No interest shall accrue on the Class R Monthly Interest Shortfall.


Section
3.4.     Payment of Class A Note Interest, Commitment Fees and Class R Monthly Note Interest. 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 from the Series 2022-2 Distribution
Account the following amounts in the following order of priority from amounts deposited in the Series 2022-2 Distribution Account pursuant
to Section 3.3:


(i)          
first, to the Administrative Agent for the accounts of the Purchaser Groups the Class A Monthly Interest with respect to the Series 2022-2
Interest Period ended on the day preceding such Distribution Date, along with any Class A Monthly Interest Shortfall as of the preceding
Distribution Date (together with any accrued interest on such Class A Monthly Interest Shortfall);


(ii)          
second, to the Administrative Agent for the accounts of the Purchaser Groups any accrued and unpaid Commitment Fees; and


(iii)          third, to the Class R Noteholders, the Class R Monthly Interest with respect to the Series 2022-2 Interest Period ended on the day preceding
such Distribution Date, along with any Class R Monthly Interest Shortfall as of the preceding Distribution Date.




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Upon the receipt of funds from the Paying
Agent on each Distribution Date on account of Class A Monthly Interest, the Administrative Agent shall pay to each Non-Conduit Purchaser
and each Funding Agent with respect to a CP Conduit Purchaser Group an amount equal to the Monthly Funding Costs with respect to its
Related Purchaser Group with respect to the Series 2022-2 Interest Period ending on the day preceding such Distribution Date plus
the amount of any unpaid Class A Monthly Interest Shortfalls relating to unpaid Class A Monthly Interest payable to such Purchaser
Group as of the preceding Distribution Date, together with any interest thereon at the Alternate Base Rate plus 2% per annum. If the
amount paid to the Administrative Agent on any Distribution Date pursuant to this Section 3.4 on account of Class A Monthly Interest
for the Series 2022-2 Interest Period ending on the day preceding such Distribution Date is less than such Class A Monthly Interest,
the Administrative Agent shall pay the amount available to the Non-Conduit Purchasers and the Funding Agents, on behalf of the CP Conduit
Purchaser Groups, on a pro rata basis, based on the Monthly Funding Costs with respect to each Related Purchaser Group with respect
to such Series 2022-2 Interest Period. Upon the receipt of funds from the Paying Agent on each Distribution Date on account of Commitment
Fees, the Administrative Agent shall pay to each Non-Conduit Purchaser and each Funding Agent with respect to a CP Conduit Purchaser
Group an amount equal to the Commitment Fee payable to its Related Purchaser Group with respect to the Series 2022-2 Interest Period
ending on the day preceding such Distribution Date plus the amount of any unpaid Class A Monthly Interest Shortfalls relating
to unpaid Commitment Fees payable to such Purchaser Group as of the preceding Distribution Date, together with any interest thereon at
the Alternate Base Rate plus 2% per annum. If the amount paid to the Administrative Agent on any Distribution Date pursuant to this Section
3.4 on account of Commitment Fees is less than the Commitment Fees payable on such Distribution Date, the Administrative Agent shall
pay the amount available to the Non-Conduit Purchasers and the Funding Agents, on behalf of the CP Conduit Purchaser Groups, on a pro
rata basis, based on the Commitment Fee payable to each Purchaser Group on such Distribution Date. Upon the receipt of funds from
the Trustee or the Paying Agent on any Distribution Date on account of Article VII Costs, the Administrative Agent shall pay such amounts
to the Non-Conduit Purchaser owed such amounts and/or the Funding Agent with respect to the CP Conduit Purchaser or the APA Bank owed
such amounts. If the amounts paid to the Administrative Agent on any Distribution Date pursuant to Section 3.3(e) on account of Article
VII Costs are less than the Article VII Costs due and payable on such Distribution Date, the Administrative Agent shall pay the amounts
available to the Non-Conduit Purchasers owed such amounts and/or the Funding Agents with respect to the CP Conduit Purchasers and APA
Banks owed such amounts, on a pro rata basis, based on the Article VII Costs owing to such Non-Conduit Purchasers, CP Conduit
Purchasers and APA Banks. Due and unpaid Article VII Costs owing to a Purchaser Group shall accrue interest at the Alternate Base Rate
plus 2%; provided that Article VII Costs shall not be considered due until the first Distribution Date following five days’
notice to ABRCF and the Administrator of such Article VII Costs.


Section
3.5.     Payment of Note Principal.


(a)          Monthly
Payments During Series 2022-2 Controlled Amortization Period or Series 2022-2 Rapid Amortization Period. Commencing on the second
Determination Date during the Series 2022-2 Controlled Amortization Period or the first Determination Date after the commencement of
the Series 2022-2 Rapid Amortization Period, the Administrator shall instruct the Trustee and the Paying Agent in writing pursuant to
the Administration Agreement and in




    	 	72	 



     


    

accordance
with this Section 3.5 as to (i) the amount allocated to the Series 2022-2 Notes during the Related Month pursuant to Section 3.2(b)(ii),
(c)(ii) or (d)(ii), as the case may be, and the portion of such amount, if any, that has been previously applied to make a Decrease pursuant
to Section 2.5 during the Related Month, (ii) any amounts to be withdrawn from the Series 2022-2 Reserve Account and deposited into the
Series 2022-2 Distribution Account or (iii) any amounts to be drawn on the Series 2022-2 Demand Notes and/or on the Multi-Series Letters
of Credit (or withdrawn from the Series 2022-2 Cash Collateral Account). On the Distribution Date following each such Determination Date,
the Trustee shall withdraw the amount allocated to the Series 2022-2 Notes during the Related Month pursuant to Section 3.2(b)(ii), (c)(ii)
or (d)(ii), as the case may be, less the portion of such amount, if any, that has been previously applied to make a Decrease pursuant
to Section 2.5 during the Related Month, from the Series 2022-2 Collection Account and deposit such amount in the Series 2022-2 Distribution
Account, to be paid to the holders of the Series 2022-2 Notes in accordance with Section 3.5(e).


(b)          
Decreases. On any Business Day (x) during the Series 2022-2 Revolving Period on which a Decrease is to be made pursuant to Section
2.5, the Trustee shall withdraw from the Series 2022-2 Excess Collection Account, or (y) during the Series 2022-2 Controlled Amortization
Period on which a Decrease is to be made pursuant to Section 2.5, the Trustee shall withdraw from the Series 2022-2 Excess Collection
Account and/or the Series 2022-2 Collection Account, in each case, in accordance with the written instructions of the Administrator,
an amount equal to the lesser of (i) the amounts specified in clauses (x) and (y) of the first sentence of Section 2.5(a) and (ii) the
amount of such Decrease, and deposit such amount in the Series 2022-2 Distribution Account, to be paid to the Administrative Agent for
distribution in accordance with Section 3.5(f).


(c)          
Principal Deficit Amount. On each Distribution Date on which the Principal Deficit Amount is greater than zero, amounts shall
be transferred to the Series 2022-2 Distribution Account as follows:


(i)          Reserve
Account Withdrawal. The Administrator shall instruct the Trustee in writing, prior to 12:00 noon (New York City time) on such
Distribution Date, in the case of a Principal Deficit Amount resulting from a Series 2022-2 Lease Payment Deficit, or prior to 12:00
noon (New York City time) on the second Business Day prior to such Distribution Date, in the case of any other Principal Deficit Amount,
to withdraw from the Series 2022-2 Reserve Account, an amount equal to the lesser of (x) the Series 2022-2 Available Reserve Account
Amount and (y) such Principal Deficit Amount and deposit it in the Series 2022-2 Distribution Account on such Distribution Date.


(ii)          Principal
Draws on Multi-Series Letters of Credit. If the Administrator determines on the Business Day immediately preceding any Distribution
Date during the Series 2022-2 Rapid Amortization Period that on such Distribution Date there will exist a Series 2022-2 Lease Principal
Payment Deficit, the Administrator shall instruct the Trustee in writing to draw on the Multi-Series Letters of Credit, if any, as provided
below. Upon receipt of a notice by the Trustee from the Administrator in respect of a Series 2022-2 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 equal to the




    	 	73	 



     


    

least
of (i) such Series 2022-2 Lease Principal Payment Deficit, (ii) the amount by which the Principal Deficit Amount for such Distribution
Date exceeds the amount to be deposited in the Series 2022-2 Distribution Account in accordance with clause (i) of this Section 3.5(c)
and (iii) the Series 2022-2 Allocated Multi-Series Letter of Credit Liquidity Amount on the Multi-Series Letters of Credit, by presenting
to each Multi-Series Letter of Credit Provider a Certificate of Lease Deficit Demand and shall cause the Lease Deficit Disbursements
to be deposited in the Series 2022-2 Distribution Account on such Distribution Date; provided, however, that if the Series
2022-2 Cash Collateral Account has been established and funded, the Trustee shall withdraw from the Series 2022-2 Cash Collateral Account
and deposit in the Series 2022-2 Distribution Account an amount equal to the lesser of (x) the Series 2022-2 Cash Collateral Percentage
for such date of the least of the amounts described in clauses (i), (ii) and (iii) above and (y) the Series 2022-2 Available Cash Collateral
Account Amount on such date and draw an amount equal to the remainder of such amount on the Multi-Series Letters of Credit.


(iii)          Demand
Note Draw. If on any Determination Date, the Administrator determines that the Principal Deficit Amount on the next succeeding Distribution
Date (after giving effect to any withdrawal from the Series 2022-2 Reserve Account pursuant to Section 3.5(c)(i) on such Distribution
Date) will be greater than zero and there are any Multi-Series Letters of Credit on such date, prior to 10:00 a.m. (New York City
time) on the second Business Day prior to such Distribution Date, the Administrator shall instruct the Trustee in writing to deliver
a Demand Notice to the Demand Note Issuers demanding payment of an amount equal to the lesser of (A) the Principal Deficit Amount and
(B) the Series 2022-2 Allocated Multi-Series 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 2022-2 Demand Notes to be deposited into the Series 2022-2 Distribution Account.


(iv)          Letter
of Credit Draw. In the event that either (x) on or prior to 10:00 a.m. (New York City time) on the Business Day prior to such
Distribution Date, any Demand Note Issuer shall have failed to pay to the Trustee or deposit in the Series 2022-2 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 Multi-Series Letters
of Credit an amount equal to the lesser of (i) Series 2022-2 Allocated Multi-Series Letter of Credit Amount and (ii) the aggregate
amount that the Demand Note Issuers failed to pay under the Series 2022-2 Demand Notes (or, the amount that the Trustee failed to demand
for payment thereunder) by presenting to each Multi-Series Letter of Credit Provider a Certificate of Unpaid Demand




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Note
Demand; provided, however, that if the Series 2022-2 Cash Collateral Account has been established and funded, the Trustee
shall withdraw from the Series 2022-2 Cash Collateral Account and deposit in the Series 2022-2 Distribution Account an amount equal to
the lesser of (x) the Series 2022-2 Cash Collateral Percentage on such Business Day of the aggregate amount that the Demand Note Issuers
failed to pay under the Series 2022-2 Demand Notes (or, the amount that the Trustee failed to demand for payment thereunder) and (y)
the Series 2022-2 Available Cash Collateral Account Amount on such Business Day and draw an amount equal to the remainder of the aggregate
amount that the Demand Note Issuers failed to pay under the Series 2022-2 Demand Notes (or, the amount that the Trustee failed to demand
for payment thereunder) on the Multi-Series Letters of Credit. The Trustee shall deposit into, or cause the deposit of, the applicable
portion of the proceeds of any draw on the Multi-Series Letters of Credit related to the Series 2022-2 Notes and the proceeds of any
withdrawal from the Series 2022-2 Cash Collateral Account to be deposited in the Series 2022-2 Distribution Account on such Distribution
Date.


(d)          
Series 2022-2 Termination Date. The entire Class A Invested Amount and the entire Class R Invested Amount shall be due and payable
on the Series 2022-2 Termination Date. In connection therewith:


(i)          Reserve
Account Withdrawal. If, after giving effect to the deposit into the Series 2022-2 Distribution Account of the amount to be deposited
in accordance with Section 3.5(a), together with any amounts to be deposited therein in accordance with Section 3.5(c) on the Series
2022-2 Termination Date, the amount to be deposited in the Series 2022-2 Distribution Account with respect to the Series 2022-2 Termination
Date is or will be less than the Class A Invested Amount, then, prior to 12:00 noon (New York City time) on the second Business
Day prior to the Series 2022-2 Termination Date, the Administrator shall instruct the Trustee in writing to withdraw from the Series
2022-2 Reserve Account, an amount equal to the lesser of the Series 2022-2 Available Reserve Account Amount and such insufficiency and
deposit it in the Series 2022-2 Distribution Account on the Series 2022-2 Termination Date.


(ii)          Demand
Note Draw. If the amount to be deposited in the Series 2022-2 Distribution Account in accordance with Section 3.5(a) together with
any amounts to be deposited therein in accordance with Section 3.5(c) and Section 3.5(d)(i) on the Series 2022-2 Termination Date is
less than the Class A Invested Amount, and there are any Multi-Series 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 2022-2 Termination Date, the Administrator shall instruct the Trustee in writing
to make a demand (a “Demand Notice”) substantially in the form attached hereto as Exhibit G on the Demand Note
Issuers for payment under the Series 2022-2 Demand Notes in an amount equal to the lesser of (i) such insufficiency and (ii) the
Series 2022-2 Allocated Multi-Series Letter of Credit Amount. The Trustee shall, prior to 12:00 noon (New York City time) on the
second Business Day preceding the Series 2022-2 Termination Date, deliver such Demand Notice to the Demand Note Issuers; provided,
however, that if an Event of Bankruptcy (or the occurrence of an event described in clause (a) of the definition thereof, without
the lapse of a period of 60 consecutive days) with respect to a Demand




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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 2022-2 Demand Notes to be deposited into the Series 2022-2 Distribution
Account.


(iii)          Letter
of Credit Draw. In the event that either (x) on or prior to 10:00 a.m. (New York City time) on the Business Day immediately
preceding any Distribution Date next succeeding any date on which a Demand Notice has been transmitted by the Trustee to the Demand Note
Issuers pursuant to clause (ii) of this Section 3.5(d) any Demand Note Issuer shall have failed to pay to the Trustee or deposit
into the Series 2022-2 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 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 2022-2 Termination Date, then, in the case of (x) or (y) the
Trustee shall draw on the Multi-Series Letters of Credit by 12:00 noon (New York City time) on such Business Day an amount equal
to the lesser of (a) the amount that the Demand Note Issuers failed to pay under the Series 2022-2 Demand Notes (or, the amount that
the Trustee failed to demand for payment thereunder) and (b) the Series 2022-2 Allocated Multi-Series Letter of Credit Amount on
such Business Day by presenting to each Multi-Series Letter of Credit Provider a Certificate of Unpaid Demand Note Demand; provided,
however, that if the Series 2022-2 Cash Collateral Account has been established and funded, the Trustee shall withdraw from the
Series 2022-2 Cash Collateral Account and deposit in the Series 2022-2 Distribution Account an amount equal to the lesser of (x) the
Series 2022-2 Cash Collateral Percentage on such Business Day of the amount that the Demand Note Issuers failed to pay under the Series
2022-2 Demand Notes (or, the amount that the Trustee failed to demand for payment thereunder) and (y) the Series 2022-2 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 2022-2 Demand Notes (or, the amount that the Trustee failed to demand for payment thereunder) on the Multi-Series
Letters of Credit. The Trustee shall deposit, or cause the deposit of, the applicable portion of the proceeds of any draw on the Multi-Series
Letters of Credit related to the Series 2022-2 Notes and the proceeds of any withdrawal from the Series 2022-2 Cash Collateral Account
to be deposited in the Series 2022-2 Distribution Account on such Distribution Date.


(e)          
Distribution.


(i)          
Class A Notes. On each Distribution Date occurring on or after the date a withdrawal is made from the Series 2022-2 Collection
Account pursuant to Section 3.5(a) or amounts are deposited in the Series 2022-2 Distribution Account pursuant to Section 3.5(c) and/or
(d), the Paying Agent shall, in accordance with Section 6.1 of the Base Indenture, pay to the Administrative Agent for the accounts of
the Purchaser Groups from the Series 2022-2 Distribution Account the amount deposited therein pursuant to Section 3.5(a), (c) and/or
(d) to the extent necessary to pay the Class A Controlled Distribution Amount with respect to Related Month during the Series 2022-2
Controlled Amortization




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Period
or to the extent necessary to pay the Class A Invested Amount during the Series 2022-2 Rapid Amortization Period.


(ii)          
Class R Notes. On each Distribution Date occurring on or after the date a withdrawal is made from the Series 2022-2 Collection
Account pursuant to Section 3.5(a) and either (x) prior to the Series 2022-2 Rapid Amortization Period or (y) after the Class
A Invested Amount has been paid in full, the Paying Agent shall, in accordance with Section 6.1 of the Base Indenture, pay pro rata
to Class R Noteholders from the Series 2022-2 Distribution Account the amount deposited therein pursuant to Section 3.5(a) less the
aggregate amount applied to make payments required pursuant to Section 3.5(e)(i), to the extent necessary to pay the Class R Controlled
Distribution Amount with respect to Related Month during the Series 2022-2 Controlled Amortization Period or to the extent necessary
to pay the Class R Invested Amount during the Series 2022-2 Rapid Amortization Period.


(f)          
Payment of Funds from Decreases. Upon the receipt of funds on account of a Decrease from the Trustee, the Administrative Agent
shall pay as follows (1) first, such funds will be used to pay to each Funding Agent with respect to a Non-Extending Purchaser
Group that is a CP Conduit Purchaser Group and to each Non-Conduit Purchaser that constitutes a Non-Extending Purchaser Group that is
a Non-Conduit Purchaser Group a pro rata amount of the Decrease, based on the Purchaser Group Invested Amounts with respect to
such Non-Extending Purchaser Group relative to the Purchaser Group Invested Amounts with respect to all Non-Extending Purchaser Groups
on the date of such Decrease, (2) second, to each Non-Conduit Purchaser and Funding Agent with respect to its Related Purchaser
Group, such Purchaser Group’s Pro Rata Share of the remaining amount of such Decrease and (3) third, solely if such
Decrease occurs prior to the Series 2022-2 Controlled Amortization Period, any remaining funds will be used to pay to each Committed
Note Purchaser a pro rata amount of the Decrease, based on the Class R Invested Amount with respect to such Committed Note Purchaser.
Each CP Conduit Purchaser Group’s share of the amount of any Decrease on any Business Day shall be allocated by such CP Conduit
Purchaser Group first to reduce the Available CP Funding Amount with respect to such CP Conduit Purchaser Group and the APA Bank Funded
Amount with respect to such CP Conduit Purchaser Group on such Business Day and then to reduce the portion of the Purchaser Group Invested
Amount with respect to such CP Conduit Purchaser Group allocated to CP Tranches in such order as such CP Conduit Purchaser Group may
select in order to minimize costs payable pursuant to Section 7.3. Upon the receipt of funds from the Trustee pursuant to Sections 3.5(a),
(c) and/or (d) on any Distribution Date, the Administrative Agent shall pay to each Non-Conduit Purchaser and each Funding Agent with
respect to its Related Purchaser Group, such Purchaser Group’s Pro Rata Share of such funds.


Section
3.6.     Administrator’s Failure to Instruct the Trustee to Make a Deposit or Payment. If the Administrator fails to give notice or
instructions to make (i) any payment from or deposit into the Collection Account, (ii) any draw on the Multi-Series Letters of Credit
or (iii) any withdrawals from any Account, in each case 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, such draw on the Multi-Series Letters of Credit, or such withdrawal from such Account, in each case without
such notice or instruction from the




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Administrator,
provided that the Administrator, upon request of the Trustee, promptly provides the Trustee with all information necessary to
allow the Trustee to make such a payment, deposit, draw or withdrawal. When any payment, deposit, draw or withdrawal hereunder or under
any other Related Document is required to be made by the Trustee or the Paying Agent at or prior to a specified time, the Administrator
shall deliver any applicable written instructions with respect thereto reasonably in advance of such specified time.


Section
3.7.     Series 2022-2 Reserve Account.


(a)          
Establishment of Series 2022-2 Reserve Account. ABRCF shall establish and maintain in the name of the Series 2022-2 Agent for
the benefit of the Class A Noteholders, or cause to be established and maintained, an account (the “Series 2022-2 Reserve Account”),
bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Class A Noteholders. The Series
2022-2 Reserve Account shall be maintained (i) with a Qualified Institution, or (ii) as a segregated trust account with the corporate
trust department of a depository institution or trust company having corporate trust powers and acting as trustee for funds deposited
in the Series 2022-2 Reserve Account; provided that, if at any time such Qualified Institution is no longer a Qualified Institution
or the credit rating of any securities issued by such depositary institution or trust company shall be reduced to below “BBB-”
by Standard & Poor’s, “Baa2” by Moody’s or “BBB (low)” by DBRS, then ABRCF shall, within 30 days
of such reduction, establish a new Series 2022-2 Reserve Account with a new Qualified Institution. If the Series 2022-2 Reserve Account
is not maintained in accordance with the previous sentence, ABRCF shall establish a new Series 2022-2 Reserve Account, within ten (10)
Business Days after obtaining knowledge of such fact, which complies with such sentence, and shall instruct the Series 2022-2 Agent in
writing to transfer all cash and investments from the non-qualifying Series 2022-2 Reserve Account into the new Series 2022-2 Reserve
Account. Initially, the Series 2022-2 Reserve Account will be established with The Bank of New York Mellon.


(b)          
Administration of the Series 2022-2 Reserve Account. The Administrator may instruct the institution maintaining the Series 2022-2
Reserve Account to invest funds on deposit in the Series 2022-2 Reserve Account from time to time in Permitted Investments; provided,
however, that any such investment shall mature not later than the Business Day prior to the Distribution Date following the date
on which such funds were received, unless any Permitted Investment held in the Series 2022-2 Reserve Account is held with the Paying
Agent, then such investment may mature on such Distribution Date and such funds shall be available for withdrawal on or prior to such
Distribution Date. All such Permitted Investments will be credited to the Series 2022-2 Reserve Account and any such Permitted Investments
that constitute (i) physical property (and that is not either a United States security entitlement or a security entitlement) shall
be physically delivered to the Trustee; (ii) United States security entitlements or security entitlements shall be controlled (as
defined in Section 8-106 of the New York UCC) by the Trustee pending maturity or disposition, and (iii) uncertificated securities
(and not United States security entitlements) shall be delivered to the Trustee by causing the Trustee to become the registered holder
of such securities. The Trustee shall, at the expense of ABRCF, take such action as is required to maintain the Trustee’s security
interest in the Permitted Investments credited to the Series 2022-2 Reserve Account. ABRCF shall not direct the Trustee to dispose of
(or permit the disposal of) any Permitted Investments prior to the




    	 	78	 



     


    

maturity
thereof to the extent such disposal would result in a loss of purchase price of such Permitted Investments. In the absence of written
investment instructions hereunder, funds on deposit in the Series 2022-2 Reserve Account shall remain uninvested.


(c)          Earnings
from Series 2022-2 Reserve Account. All interest and earnings (net of losses and investment expenses) paid on funds on deposit in
the Series 2022-2 Reserve Account shall be deemed to be on deposit therein and available for distribution.


(d)          Series
2022-2 Reserve Account Constitutes Additional Collateral for Class A Notes. In order to secure and provide for the repayment and
payment of the ABRCF Obligations with respect to the Series 2022-2 Notes, ABRCF hereby grants a security interest in and assigns, pledges,
grants, transfers and sets over to the Trustee, for the benefit of the Class A Noteholders, all of ABRCF’s right, title and interest
in and to the following (whether now or hereafter existing or acquired): (i) the Series 2022-2 Reserve Account, including any security
entitlement thereto; (ii) all funds on deposit therein from time to time; (iii) all certificates and instruments, if any, representing
or evidencing any or all of the Series 2022-2 Reserve Account or the funds on deposit therein from time to time; (iv) all investments
made at any time and from time to time with monies in the Series 2022-2 Reserve Account, whether constituting securities, instruments,
general intangibles, investment property, financial assets or other property; (v) all interest, dividends, cash, instruments and other
property from time to time received, receivable or otherwise distributed in respect of or in exchange for the Series 2022-2 Reserve Account,
the funds on deposit therein from time to time or the investments made with such funds; and (vi) all proceeds of any and all of the foregoing,
including, without limitation, cash (the items in the foregoing clauses (i) through (vi) are referred to, collectively, as the “Series
2022-2 Reserve Account Collateral”). The Trustee shall possess all right, title and interest in and to all funds on deposit
from time to time in the Series 2022-2 Reserve Account and in all proceeds thereof, and shall be the only person authorized to originate
entitlement orders in respect of the Series 2022-2 Reserve Account. The Series 2022-2 Reserve Account Collateral shall be under the sole
dominion and control of the Trustee for the benefit of the Class A Noteholders. The Series 2022-2 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 2022-2 Reserve Account;
(ii) that its jurisdiction as securities intermediary is New York; (iii) that each item of property (whether investment property, financial
asset, security, instrument or cash) credited to the Series 2022-2 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)          Preference
Amount Withdrawals from the Series 2022-2 Reserve Account or the Series 2022-2 Cash Collateral Account. If a member of a Purchaser
Group notifies the Trustee in writing of the existence of a Preference Amount, then, subject to the satisfaction of the conditions set
forth in the next succeeding sentence, on the Business Day on which those conditions are first satisfied, the Trustee shall withdraw
from either (x) prior to the Multi-Series Letter of Credit Termination Date, the Series 2022-2 Reserve Account or (y) on or after the
Multi-Series Letter of Credit Termination Date, the Series 2022-2 Cash Collateral Account and pay to the Funding Agent for such member
an amount equal to such Preference Amount. Prior to any withdrawal from the Series 2022-2 Reserve Account or the Series 2022-2 Cash Collateral
Account pursuant to this Section 3.7(e), the Trustee shall have received (i) a certified copy of the




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order
requiring the return of such Preference Amount; (ii) an opinion of counsel satisfactory to the Trustee that such order is final and not
subject to appeal; and (iii) a release as to any claim against ABRCF by the Purchaser Group for any amount paid in respect of such Preference
Amount. On the Business Day after the Multi-Series Letter of Credit Termination Date, the Trustee shall transfer an amount equal to the
lesser of (x) the Series 2022-2 Available Reserve Account Amount and (y) the excess, if any, of the Series 2022-2 Demand Note Payment
Amount over the Series 2022-2 Available Cash Collateral Account Amount as of such date (the greater of the amounts in clauses (A) and
(B), the “Reserve Account Transfer Amount”).


(f)          Series
2022-2 Reserve Account Surplus. In the event that the Series 2022-2 Reserve Account Surplus on any Distribution Date, after
giving effect to all withdrawals from the Series 2022-2 Reserve Account and application thereof, is greater than zero, the Trustee, acting
in accordance with the written instructions of the Administrator pursuant to the Administration Agreement, shall withdraw from the Series
2022-2 Reserve Account an amount equal to the Series 2022-2 Reserve Account Surplus and shall pay such amount to ABRCF.


(g)          Termination
of Series 2022-2 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 A
Noteholders and payable from the Series 2022-2 Reserve Account as provided herein, shall withdraw from the Series 2022-2 Reserve Account
all amounts on deposit therein for payment to ABRCF.


Section
3.8.     Multi-Series Letters of Credit and Series 2022-2 Cash Collateral Account.


(a)          Multi-Series
Letters of Credit and Series 2022-2 Cash Collateral Account Constitute Additional Collateral for Series 2022-2 Notes. In order to
secure and provide for the repayment and payment of ABRCF’s obligations with respect to the Class A 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,
all of ABRCF’s right, title and interest in and to the following (whether now or hereafter existing or acquired): (i) each
applicable Multi-Series Letter of Credit (except for any right, title and interest in such Multi-Series Letter of Credit related to supporting
another Series of Notes); (ii) the Series 2022-2 Cash Collateral Account, including any security entitlement thereto; (iii) all
funds on deposit in the Series 2022-2 Cash Collateral Account from time to time; (iv) all certificates and instruments, if any,
representing or evidencing any or all of the Series 2022-2 Cash Collateral Account or the funds on deposit therein from time to time;
(v) all investments made at any time and from time to time with monies in the Series 2022-2 Cash Collateral Account, whether constituting
securities, instruments, general intangibles, investment property, financial assets or other property; (vi) all interest, dividends,
cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for
the Series 2022-2 Cash Collateral Account, the funds on deposit therein from time to time or the investments made with such funds; and
(vii) all proceeds of any and all of the foregoing, including, without limitation, cash (the items in the foregoing clauses (ii)
through (vii) are referred to, collectively, as the “Series 2022-2 Cash Collateral Account Collateral”). The
Trustee shall, for the benefit of the Class A Noteholders, possess all right, title and interest in all funds on deposit from time to
time in the




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Series
2022-2 Cash Collateral Account and in all proceeds thereof, and shall be the only person authorized to originate entitlement orders in
respect of the Series 2022-2 Cash Collateral Account. The Series 2022-2 Cash Collateral Account shall be under the sole dominion and
control of the Trustee for the benefit of the Class A Noteholders. The Series 2022-2 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 2022-2 Cash Collateral Account;
(ii) that its jurisdiction as securities intermediary is New York; (iii) that each item of property (whether investment property, financial
asset, security, instrument or cash) credited to the Series 2022-2 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)          
Multi-Series Letter of Credit Expiration Date. If prior to the date which is ten (10) days prior to the then scheduled Multi-Series
Letter of Credit Expiration Date with respect to any Multi-Series Letter of Credit, excluding the amount allocated to the Series 2022-2
Notes and available to be drawn under such Multi-Series Letter of Credit but taking into account the amount allocated to the Series 2022-2
Notes under each substitute Multi-Series Letter of Credit which has been obtained from a Series 2022-2 Eligible Letter of Credit Provider
and is in full force and effect on such date, the Series 2022-2 Enhancement Amount would be equal to or more than the Series 2022-2 Required
Enhancement Amount and the Series 2022-2 Liquidity Amount would be equal to or greater than the Series 2022-2 Required Liquidity Amount,
then the Administrator shall notify the Trustee in writing no later than two Business Days prior to such Multi-Series Letter of Credit
Expiration Date of such determination. If prior to the date which is ten (10) days prior to the then scheduled Multi-Series Letter of
Credit Expiration Date with respect to any Multi-Series Letter of Credit, excluding the amount allocated to the Series 2022-2 Notes and
available to be drawn under such Multi-Series Letter of Credit but taking into account the amount allocated to the Series 2022-2 Notes
under each substitute Multi-Series Letter of Credit which has been obtained from a Series 2022-2 Eligible Letter of Credit Provider and
is in full force and effect on such date, the Series 2022-2 Enhancement Amount would be less than the Series 2022-2 Required Enhancement
Amount or the Series 2022-2 Liquidity Amount would be less than the Series 2022-2 Required Liquidity Amount, then the Administrator shall
notify the Trustee in writing no later than two Business Days prior to such Multi-Series Letter of Credit Expiration Date of (x) the
greater of (A) the excess, if any, of the Series 2022-2 Required Enhancement Amount over the Series 2022-2 Enhancement Amount, excluding
the amount allocated to the Series 2022-2 Notes and available amount under such expiring Multi-Series Letter of Credit but taking into
account the amount allocated to the Series 2022-2 Notes under any substitute Multi-Series Letter of Credit which has been obtained from
a Series 2022-2 Eligible Letter of Credit Provider and is in full force and effect, on such date, and (B) the excess, if any, of the
Series 2022-2 Required Liquidity Amount over the Series 2022-2 Liquidity Amount, excluding the amount allocated to the Series 2022-2
Notes and available amount under such expiring Multi-Series Letter of Credit but taking into account the amount allocated to the Series
2022-2 Notes under any substitute Multi-Series Letter of Credit which has been obtained from a Series 2022-2 Eligible Letter of Credit
Provider and is in full force and effect, on such date, and (y) the amount allocated to the Series 2022-2 Notes and available to be drawn
on such expiring Multi-Series 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




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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 Multi-Series Letter of Credit by presenting a
Certificate of Termination Demand and shall cause the Termination Disbursement to be deposited in the Series 2022-2 Cash Collateral Account.


If
the Trustee does not receive the notice from the Administrator described in the first paragraph of this Section 3.8(b) on or prior to
the date that is two Business Days prior to each Multi-Series Letter of Credit Expiration Date, the Trustee shall, by 12:00 noon (New York
City time) on such Business Day draw the full amount allocated to the Series 2022-2 Notes under such Multi-Series Letter of Credit by
presenting a Certificate of Termination Demand and shall cause the Termination Disbursement to be deposited in the Series 2022-2 Cash
Collateral Account.


(c)          
Multi-Series Letter of Credit Providers. The Administrator shall notify the Trustee in writing within one Business Day of becoming
aware that (x) the long-term senior unsecured debt rating of any Multi-Series Letter of Credit Provider has fallen below “BBB”
as determined by DBRS, (y) the long-term senior unsecured debt rating of such Multi-Series Letter of Credit Provider has fallen below
“Baa2” as determined by Moody’s and (z) the long-term senior unsecured debt rating of such Multi-Series Letter of Credit
Provider has fallen below “BBB” as determined by Standard & Poor’s). At such time the Administrator shall also
notify the Trustee of (i) the greater of (A) the excess, if any, of the Series 2022-2 Required Enhancement Amount over the Series 2022-2
Enhancement Amount, excluding the amount allocated to the Series 2022-2 Notes and available under such Multi-Series Letter of Credit
issued by such Multi-Series Letter of Credit Provider, on such date, and (B) the excess, if any, of the Series 2022-2 Required Liquidity
Amount over the Series 2022-2 Liquidity Amount, excluding the amount allocated to the Series 2022-2 Notes and available under such Multi-Series
Letter of Credit, on such date, and (ii) the amount allocated to the Series 2022-2 Notes and available to be drawn on such Multi-Series
Letter of Credit on such date. Upon receipt of such notice by the Trustee on or prior to 10:00 a.m. (New York City time) on any Business
Day, the Trustee shall, by 12:00 noon (New York City time) on such Business Day (or, in the case of any notice given to the Trustee after
10:00 a.m. (New York City time), by 12:00 noon (New York City time) on the next following Business Day), draw on such Multi-Series Letter
of Credit in an amount equal to the lesser of the amounts in clause (i) and clause (ii) of the immediately preceding sentence on such
Business Day by presenting a Certificate of Termination Demand and shall cause the Termination Disbursement to be deposited in the Series
2022-2 Cash Collateral Account.


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


(e)          
Establishment of Series 2022-2 Cash Collateral Account. On or prior to the date of any drawing under a Multi-Series Letter of
Credit pursuant to Section 3.8(b) or




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(c) above,
ABRCF shall establish and maintain in the name of the Trustee for the benefit of the Class A Noteholders, or cause to be established
and maintained, an account (the “Series 2022-2 Cash Collateral Account”), bearing a designation clearly indicating
that the funds deposited therein are held for the benefit of the Class A Noteholders. The Series 2022-2 Cash Collateral Account shall
be maintained (i) with a Qualified Institution, or (ii) as a segregated trust account with the corporate trust department of
a depository institution or trust company having corporate trust powers and acting as trustee for funds deposited in the Series 2022-2
Cash Collateral Account; provided that, if at any time such Qualified Institution is no longer a Qualified Institution or the
credit rating of any securities issued by such depository institution or trust company shall be reduced to below “BBB-” by
Standard & Poor’s, “Baa3” by Moody’s or “BBB (low)” by DBRS, then ABRCF shall, within 30 days
of such reduction, establish a new Series 2022-2 Cash Collateral Account with a new Qualified Institution or a new segregated trust account
with the corporate trust department of a depository institution or trust company having corporate trust powers and acting as trustee
for funds deposited in the Series 2022-2 Cash Collateral Account. If a new Series 2022-2 Cash Collateral Account is established, ABRCF
shall instruct the Trustee in writing to transfer all cash and investments from the non-qualifying Series 2022-2 Cash Collateral Account
into the new Series 2022-2 Cash Collateral Account.


(f)          
Administration of the Series 2022-2 Cash Collateral Account. ABRCF may instruct (by standing instructions or otherwise) the institution
maintaining the Series 2022-2 Cash Collateral Account to invest funds on deposit in the Series 2022-2 Cash Collateral Account from time
to time in Permitted Investments; provided, however, that any such investment shall mature not later than the Business
Day prior to the Distribution Date following the date on which such funds were received, unless any Permitted Investment held in the
Series 2022-2 Cash Collateral Account is held with the Paying Agent, in which case such investment may mature on such Distribution Date
so long as such funds shall be available for withdrawal on or prior to such Distribution Date. All such Permitted Investments will be
credited to the Series 2022-2 Cash Collateral Account and any such Permitted Investments that constitute (i) physical property (and
that is not either a United States security entitlement or a security entitlement) shall be physically delivered to the Trustee; (ii) United
States security entitlements or security entitlements shall be controlled (as defined in Section 8-106 of the New York UCC) by the
Trustee pending maturity or disposition, and (iii) uncertificated securities (and not United States security entitlements) shall
be delivered to the Trustee by causing the Trustee to become the registered holder of such securities. The Trustee shall, at the expense
of ABRCF, take such action as is required to maintain the Trustee’s security interest in the Permitted Investments credited to
the Series 2022-2 Cash Collateral Account. ABRCF shall not direct the Trustee to dispose of (or permit the disposal of) any Permitted
Investments prior to the maturity thereof to the extent such disposal would result in a loss of the purchase price of such Permitted
Investment. In the absence of written investment instructions hereunder, funds on deposit in the Series 2022-2 Cash Collateral Account
shall remain uninvested.


(g)          
Earnings from Series 2022-2 Cash Collateral Account. All interest and earnings (net of losses and investment expenses) paid on
funds on deposit in the Series 2022-2 Cash Collateral Account shall be deemed to be on deposit therein and available for distribution.


(h)          Series
2022-2 Cash Collateral Account Surplus. In the event that the Series 2022-2 Cash Collateral Account Surplus on any Distribution Date
(or, after the Multi-




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Series
Letter of Credit Termination Date, on any date) is greater than zero, the Trustee, acting in accordance with the written instructions
of the Administrator, shall withdraw from the Series 2022-2 Cash Collateral Account an amount equal to the Series 2022-2 Cash Collateral
Account Surplus and shall pay such amount: first, to the Multi-Series Letter of Credit Providers to the extent of any unreimbursed
drawings under the related Series 2022-2 Reimbursement Agreement, for application in accordance with the provisions of the related Series
2022-2 Reimbursement Agreement, and, second, to ABRCF any remaining amount.


(i)          
Termination of Series 2022-2 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 2022-2 Noteholders and payable from the Series 2022-2 Cash Collateral Account as provided herein, shall withdraw from the Series
2022-2 Cash Collateral Account all amounts on deposit therein (to the extent not withdrawn pursuant to Section 3.8(h) above) and
shall pay such amounts: first, to the Multi-Series Letter of Credit Providers to the extent of any unreimbursed drawings under
the related Series 2022-2 Reimbursement Agreement, for application in accordance with the provisions of the related Series 2022-2 Reimbursement
Agreement, and, second, to ABRCF any remaining amount.


(j)          
Termination Date Demands on the Multi-Series Letters of Credit. Prior to 10:00 a.m. (New York City time) on the Business
Day immediately succeeding the Multi-Series Letter of Credit Termination Date, the Administrator shall determine the Series 2022-2 Demand
Note Payment Amount as of the Multi-Series Letter of Credit Termination Date. If the Series 2022-2 Demand Note Payment Amount is greater
than zero, then the Administrator shall instruct the Trustee in writing to draw on the Multi-Series Letters of Credit. Upon receipt of
any such notice by the Trustee on or prior to 11:00 a.m. (New York City time) on a Business Day, the Trustee shall, by 12:00 noon
(New York City time) on such Business Day draw an amount equal to the lesser of (i) the excess of the Series 2022-2 Demand
Note Payment Amount over the Reserve Account Transfer Amount and (ii) the Series 2022-2 Allocated Multi-Series Letter of Credit
Liquidity Amount on the Multi-Series Letter of Credit by presenting to each Multi-Series Letter of Credit Provider a Certificate of Termination
Date Demand; provided, however, that if the Series 2022-2 Cash Collateral Account has been established and funded, the
Trustee shall draw an amount equal to the product of (a) 100% minus the Series 2022-2 Cash Collateral Percentage and (b) the lesser of
the amounts referred to in clause (i) or (ii) on such Business Day on the Multi-Series Letter of Credit as calculated by the Administrator
and provided in writing to the Trustee. The Trustee shall cause the Termination Date Disbursement to be deposited in the Series 2022-2
Cash Collateral Account.


Section
3.9.     Series 2022-2 Distribution Account.


(a)          
Establishment of Series 2022-2 Distribution Account. The Trustee shall establish and maintain in the name of the Series 2022-2
Agent for the benefit of the Series 2022-2 Noteholders, or cause to be established and maintained, an account (the “Series
2022-2 Distribution Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit
of the Series 2022-2 Noteholders. The Series 2022-2 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




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trust
powers and acting as trustee for funds deposited in the Series 2022-2 Distribution Account; provided that, if at any time such
Qualified Institution is no longer a Qualified Institution or the credit rating of any securities issued by such depositary institution
or trust company shall be reduced to below “BBB-” by Standard & Poor’s, “Baa3” by Moody’s or
“BBB (low)” by DBRS, then ABRCF shall, within 30 days of such reduction, establish a new Series 2022-2 Distribution Account
with a new Qualified Institution. If the Series 2022-2 Distribution Account is not maintained in accordance with the previous sentence,
ABRCF shall establish a new Series 2022-2 Distribution Account, within ten (10) Business Days after obtaining knowledge of such fact,
which complies with such sentence, and shall instruct the Series 2022-2 Agent in writing to transfer all cash and investments from
the non-qualifying Series 2022-2 Distribution Account into the new Series 2022-2 Distribution Account. Initially, the Series 2022-2
Distribution Account will be established with The Bank of New York Mellon.


(b)          
Administration of the Series 2022-2 Distribution Account. The Administrator may instruct the institution maintaining the Series
2022-2 Distribution Account to invest funds on deposit in the Series 2022-2 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 2022-2 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 2022-2 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 2022-2 Distribution Account. ABRCF shall not
direct the Trustee to dispose of (or permit the disposal of) any Permitted Investments prior to the maturity thereof to the extent such
disposal would result in a loss of purchase price of such Permitted Investments. In the absence of written investment instructions hereunder,
funds on deposit in the Series 2022-2 Distribution Account shall remain uninvested.


(c)          
Earnings from Series 2022-2 Distribution Account. All interest and earnings (net of losses and investment expenses) paid on funds
on deposit in the Series 2022-2 Distribution Account shall be deemed to be on deposit and available for distribution.


(d)          
Series 2022-2 Distribution Account Constitutes Additional Collateral for Series 2022-2 Notes. In order to secure and provide for
the repayment and payment of the ABRCF Obligations with respect to the Series 2022-2 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 2022-2 Noteholders, all of ABRCF’s
right, title and interest in and to the following (whether now or hereafter existing or acquired): (i) the Series 2022-2 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




    	 	85	 



     


    

2022-2
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 2022-2 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 2022-2 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 2022-2 Distribution
Account Collateral”). The Trustee shall possess all right, title and interest in all funds on deposit from time to time in
the Series 2022-2 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 2022-2 Distribution Account. The Series 2022-2 Distribution Account Collateral shall be under the sole
dominion and control of the Trustee for the benefit of the Series 2022-2 Noteholders. The Series 2022-2 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 2022-2 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 2022-2 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
3.10.     Series 2022-2 Demand Notes Constitute Additional Collateral for Class A Notes. In order to secure and provide for the repayment and payment
of the obligations with respect to the Class A 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, all of ABRCF’s right, title and interest in and to the
following (whether now or hereafter existing or acquired): (i) the Series 2022-2 Demand Notes; (ii) all certificates and instruments,
if any, representing or evidencing the Series 2022-2 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 Series 2022-2 Noteholders, each
Series 2022-2 Demand Note, endorsed in blank. The Trustee, for the benefit of the Series 2022-2 Noteholders, shall be the only Person
authorized to make a demand for payments on the Series 2022-2 Demand Notes.


Section
3.11.     [Reserved].


Section
3.12.     Payments to Funding Agents, Purchaser Groups or Committed Note Purchasers.


(a)          
Notwithstanding anything to the contrary herein or in the Base Indenture, amounts distributable by ABRCF, the Trustee, the Paying Agent
or the Administrative Agent to a Non-Conduit Purchaser or a Funding Agent for the account of its Related Purchaser Group (or amounts
distributable by any such Person directly to such Purchaser Group) shall be paid by wire transfer of immediately available funds no later
than 3:00 p.m. (New York time) for credit to the account or accounts designated by such Non-Conduit Purchaser or Funding Agent.




    	 	86	 



     


    

Notwithstanding
the foregoing, the Administrative Agent shall not be so obligated unless the Administrative Agent shall have received the funds by 12:00
noon (New York City time).


(b)          
All amounts payable to the Committed Note Purchaser hereunder or with respect to the Class R Notes on any date shall be made to the Committed
Note Purchaser (or upon the order of the Committed Note Purchaser) in accordance with this Section 3.12, provided that:


(i)          
if (A) the Committed Note Purchaser receives funds payable to it hereunder later than 3:00 p.m. (New York time) on any date
and (B) prior to the later of the next succeeding Determination Date and thirty (30) days after the date on which the Committed
Note Purchaser received such funds, the Class R Note Purchaser notifies ABRCF in writing of such late receipt, then such funds received
later than 3:00 p.m. (New York time) on such date by the Committed Note Purchaser will be deemed to have been received by the Committed
Note Purchaser on the next Business Day and any interest accruing with respect to the payment of such funds on such next Business Day
shall not be payable until the Payment Date immediately following the later of such two dates specified in this clause (B); and


(ii)          
if (A) the Committed Note Purchaser receives funds payable to it hereunder later than 3:00 p.m. (New York time) on any date and
(B) prior to the later of the next succeeding Determination Date and thirty (30) days after the date on which the Committed Note
Purchaser received such funds, the Committed Note Purchaser does not notify ABRCF in writing of such receipt, then such funds, received
later than 3:00 p.m. (New York time) on such date will be treated for all purposes hereunder as received on such date.


Section
3.13.     Subordination
of the Class R Notes. 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 as and to the extent set forth in this Section 3.13.
No payments on account of principal shall be made with respect to the Class R Notes on any Distribution Date during the Series 2022-2
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 R Notes during the
Series 2022-2 Rapid Amortization Period or on the 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 R Notes on any Distribution Date until all payments of interest and principal
and other fees due and payable on such Distribution Date with respect to the Class A Notes have been paid in full.


ARTICLE
IV



AMORTIZATION EVENTS


In
addition to the Amortization Events set forth in Section 9.1 of the Base Indenture, any of the following shall be an Amortization Event
with respect to the Series 2022-2 Notes and collectively shall constitute the Amortization Events set forth in Section 9.1(n) of the




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Base
Indenture with respect to the Series 2022-2 Notes (without notice or other action on the part of the Trustee or any holders of the Series
2022-2 Notes):


(a)          a
Series 2022-2 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 2022-2 Enhancement
Deficiency shall have been cured in accordance with the terms and conditions of the Indenture and the Related Documents;


(b)          either
the Series 2022-2 Liquidity Amount shall be less than the Series 2022-2 Required Liquidity Amount or the Series 2022-2 Available Reserve
Account Amount shall be less than the Series 2022-2 Required Reserve Account Amount for at least two (2) Business Days; provided,
however, that such event or condition shall not be an Amortization Event if during such two (2) Business Day period such insufficiency
shall have been cured in accordance with the terms and conditions of the Indenture and the Related Documents;


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


(d)          the
Collection Account, the Series 2022-2 Collection Account, the Series 2022-2 Excess Collection Account or the Series 2022-2 Reserve Account
shall be subject to an injunction, estoppel or other stay or a Lien (other than Liens permitted under the Related Documents);


(e)          (x)
all principal of and interest on the Series 2022-2 Notes is not paid on the Series 2022-2 Expected Final Distribution Date or (y) ABRCF
fails to make a Mandatory Decrease in connection with a Subsequent Term Note Issuance in accordance with Section 2.5(e);


(f)          any
Multi-Series Letter of Credit shall not be in full force and effect for at least two (2) Business Days and (x) either a Series 2022-2
Enhancement Deficiency would result from excluding the Series 2022-2 Applicable Multi-Series L/C Amount attributable to such Multi-Series
Letter of Credit from the Series 2022-2 Enhancement Amount or (y) the Series 2022-2 Liquidity Amount, excluding therefrom the Series
2022-2 Applicable Multi-Series L/C Amount attributable to such Multi-Series Letter of Credit, would be less than the Series 2022-2 Required
Liquidity Amount;


(g)          from
and after the funding of the Series 2022-2 Cash Collateral Account, the Series 2022-2 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 (2) Business Days
and either (x) a Series 2022-2 Enhancement Deficiency would result from excluding the Series 2022-2 Available Cash Collateral Account
Amount from the Series 2022-2 Enhancement Amount or (y) the Series 2022-2 Liquidity Amount, excluding therefrom the Series 2022-2 Available
Cash Collateral Amount, would be less than the Series 2022-2 Required Liquidity Amount;




    	 	88	 



     


    

(h)          an
Event of Bankruptcy shall have occurred with respect to any Multi-Series Letter of Credit Provider or any Multi-Series Letter of Credit
Provider repudiates the Multi-Series Letter of Credit or refuses to honor a proper draw thereon and either (x) a Series 2022-2 Enhancement
Deficiency would result from excluding the Series 2022-2 Applicable Multi-Series L/C Amount attributable to such Multi-Series Letter
of Credit from the Series 2022-2 Enhancement Amount or (y) the Series 2022-2 Liquidity Amount, excluding therefrom the Series 2022-2
Applicable Multi-Series L/C Amount attributable to such Multi-Series Letter of Credit, would be less than the Series 2022-2 Required
Liquidity Amount;


(i)          the
occurrence of an Event of Bankruptcy with respect to ABG or any Permitted Sublessee (other than a third-party Permitted Sublessee);


(j)          a
Change in Control shall have occurred;


(k)          [Reserved];


(l)          the
occurrence and continuation of an “event of default” under the Credit Agreement or any Replacement Credit Agreement, that
is not waived pursuant to the terms of such Credit Agreement or Replacement Credit Agreement;


(m)          the
breach by ABCR or any of its Affiliates of any covenant under the Credit Agreement or any Replacement Credit Agreement to the extent
such covenant requires compliance by ABCR or its Affiliates with an interest coverage ratio, a fixed charge coverage ratio, a leverage
ratio or a minimum EBITDA level or with any other financial measure or ratio intended to test the financial or credit performance of
ABCR and its consolidated subsidiaries, whether or not such breach is waived pursuant to the terms of the Credit Agreement or such Replacement
Credit Agreement;


(n)          the
Class A Controlled Distribution Amount with respect to the Related Month is not paid in full on any Distribution Date during the Series
2022-2 Controlled Amortization Period (other than the first Distribution Date during the Series 2022-2 Controlled Amortization Period);
and


(o)          an
Amortization Event shall have occurred with respect to the Series 2010-6 Notes or the Series 2015-3 Notes.


In
the case of any event described in clause (j), (l), (m) or (o) above, an Amortization Event shall have occurred with respect to the Series
2022-2 Notes only if either the Trustee or the Requisite Noteholders declare that an Amortization Event has occurred. In the case of
an event described in clause (a), (b), (c), (d), (e), (f), (g), (h), (i) or (n) an Amortization Event with respect to the Series 2022-2
Notes shall have occurred without any notice or other action on the part of the Trustee or any Series 2022-2 Noteholders, immediately
upon the occurrence of such event. Amortization Events with respect to the Series 2022-2 Notes described in clause (a), (b), (c), (d),
(e), (f), (g), (h), (i) or (n) may be waived with the written consent of the Purchaser Groups having Commitment Percentages aggregating
100%. Amortization Events with respect to the Series 2022-2 Notes described in clause (j), (l), (m) or (o) above may be waived in accordance
with Section 9.5 of the Base Indenture.



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ARTICLE
V


RIGHT TO WAIVE PURCHASE RESTRICTIONS


Notwithstanding
any provision to the contrary in the Indenture or the Related Documents, upon the Trustee’s receipt of notice from any Lessee,
any Borrower or ABRCF that the Lessees, the Borrowers and ABRCF have determined to increase any Series 2022-2 Maximum Amount or the percentage
set forth in clause (y) of any of paragraphs (ii) through (xiii) of the definition of Series 2022-2 Incremental Enhancement Amount, (such
notice, a “Waiver Request”), each Series 2022-2 Noteholder may, at its option, waive any Series 2022-2 Maximum Amount
or any increase in the Series 2022-2 Required Enhancement Amount based upon clause (y) of any of paragraphs (ii), (iii), (iv), (v), (vi)
or (vii) of the definition of the Series 2022-2 Incremental Enhancement Amount (collectively, a “Waivable Amount”)
if (i) no Amortization Event exists, (ii) the Requisite Noteholders consent to such waiver and (iii) 60 days’ prior written notice
of such proposed waiver is provided to the Rating Agencies, Standard & Poor’s and Moody’s by the Trustee.


Upon
receipt by the Trustee of a Waiver Request (a copy of which the Trustee shall promptly provide to the Rating Agencies), all amounts which
would otherwise be allocated to the Series 2022-2 Excess Collection Account (collectively, the “Designated Amounts”)
from the date the Trustee receives a Waiver Request through the Consent Period Expiration Date will be held by the Trustee in the Series
2022-2 Collection Account for ratable distribution as described below.


Within
ten (10) Business Days after the Trustee receives a Waiver Request, the Trustee shall furnish notice thereof to the Administrative Agent,
which notice shall be accompanied by a form of consent (each a “Consent”) in the form of Exhibit C hereto
by which the Series 2022-2 Noteholders may, on or before the Consent Period Expiration Date, consent to waiver of the applicable Waivable
Amount. Upon receipt of notice of a Waiver Request, the Administrative Agent shall forward a copy of such request together with the Consent
to each Non-Conduit Purchaser and Funding Agent with respect to its Related Purchaser Group. If the Trustee receives the Consents from
the Requisite Noteholders agreeing to waiver of the applicable Waivable Amount within forty-five (45) days after the Trustee notifies
the Administrative Agent of a Waiver Request (the day on which such forty-five (45) day period expires, the “Consent Period
Expiration Date”), (i) the applicable Waivable Amount shall be deemed waived by the consenting Series 2022-2 Noteholders, (ii)
the Trustee will distribute the Designated Amounts as set forth below and (iii) the Trustee shall promptly (but in any event within
two days) provide the Rating Agencies, Standard & Poor’s and Moody’s with notice of such waiver. Any Purchaser Group
from whom the Trustee has not received a Consent on or before the Consent Period Expiration Date will be deemed not to have consented
to such waiver.


If
the Trustee receives Consents from the Requisite Noteholders on or before the Consent Period Expiration Date, then on the immediately
following Distribution Date, upon receipt of written direction from the Administrator the Trustee will pay the Designated Amounts to
the Administrative Agent for the accounts of the non-consenting Purchaser Groups. Upon the receipt of funds from the Trustee pursuant
to this Article V, the Administrative Agent shall pay the Designated Amounts as follows:




    	 	90	 



     


    

(i)          to
each Non-Conduit Purchaser or Funding Agent with respect to a non-consenting Purchaser Group, such Purchaser Group’s pro rata
share based on the Purchaser Group Invested Amount with respect to such Purchaser Group relative to the Purchaser Group Invested
Amount with respect to all non-consenting Purchaser Groups of the Designated Amounts up to the amount required to reduce to zero the
Purchaser Group Invested Amounts with respect to all non-consenting Purchaser Groups; and


(ii)          any
remaining Designated Amounts to the Series 2022-2 Excess Collection Account.


If
the amount distributed pursuant to clause (i) of the preceding paragraph is not sufficient to reduce the Purchaser Group Invested Amount
with respect to each non-consenting Purchaser Group to zero on the date specified therein, then on each day following such Distribution
Date, the Administrator will allocate to the Series 2022-2 Collection Account on a daily basis all Designated Amounts collected on such
day. On each following Distribution Date, the Trustee will withdraw such Designated Amounts from the Series 2022-2 Collection Account
and deposit the same in the Series 2022-2 Distribution Account for distribution to the Administrative Agent for the accounts of the non-consenting
Purchaser Groups. Upon the receipt of funds from the Trustee pursuant to this Article V, the Administrative Agent shall pay the Designated
Amounts as follows:


(a)          to
each Non-Conduit Purchaser or Funding Agent with respect to a non-consenting Purchaser Group, such Purchaser Group’s pro rata
share based on the Purchaser Group Invested Amount with respect to such Purchaser Group relative to the Purchaser Group Invested
Amount with respect to all non-consenting Purchaser Groups of the Designated Amounts in the Series 2022-2 Collection Account as of the
applicable Determination Date up to the amount required to reduce to zero the Purchaser Group Invested Amounts with respect to all non-consenting
Purchaser Groups; and


(b)          any
remaining Designated Amounts to the Series 2022-2 Excess Collection Account.


If
the Requisite Noteholders do not timely consent to such waiver, the Designated Amounts will be re-allocated to the Series 2022-2 Excess
Collection Account for allocation and distribution in accordance with the terms of the Indenture and the Related Documents.


In
the event that the Series 2022-2 Rapid Amortization Period shall commence after receipt by the Trustee of a Waiver Request, all such
Designated Amounts will thereafter be considered Principal Collections allocated to the Series 2022-2 Noteholders.


ARTICLE
VI



CONDITIONS PRECEDENT


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




    	 	91	 



     


    

(a)          
 Documents. The Administrative Agent shall have received copies for each CP Conduit Purchaser and the Funding Agent and the APA
Banks with respect to such Non-Conduit Purchaser, each CP Conduit Purchaser, each executed and delivered in form and substance satisfactory
to it of (i) the Base Indenture, executed by a duly authorized officer of each of ABRCF and the Trustee, (ii) this Supplement, executed
by a duly authorized officer of each of ABRCF, the Administrator, the Trustee, the Administrative Agent, the Funding Agents, the CP Conduit
Purchasers and the APA Banks, (iii) each Lease, executed by a duly authorized officer of each of each Lessee party thereto, the Administrator
and the Lessor party thereto, (iv) each Sublease, executed by a duly authorized officer of each Lessee party thereto and each Permitted
Sublessee party thereto, (v) each Loan Agreement, executed by a duly authorized officer of each of ABRCF, the Lessor party thereto and
the Permitted Nominees party thereto, (vi) each Vehicle Title and Lienholder Nominee Agreement, executed by the duly authorized officer
of each of the Permitted Nominee party thereto, ABCR, the Lessor party thereto and the Trustee, (vii) the Master Exchange Agreement,
executed by a duly authorized officer of each of the Intermediary, AESOP Leasing, ARAC, Brac
and ABCR; (viii) the Escrow Agreement, executed by a duly authorized officer of each of the Intermediary, J.P. Morgan Trust Company,
N.A., JPMorgan Chase Bank, N.A., AESOP Leasing, ARAC, BRAC and ABCR; (ix) the Administration Agreement, executed by a duly authorized
officer of each of ABCR, AESOP Leasing, AESOP Leasing II, ABRCF, ARAC, BRAC and the Trustee; (x) the Disposition Agent Agreement, dated
as of July 23, 2009, executed by a duly authorized officer of each of ABCR, ABRCF, AESOP Leasing, AESOP Leasing II, ARAC, BRAC, Lord
Securities Corporation, Fiserv Automotive Solutions, Inc. and the Trustee; (xi) the Back-Up Administration Agreement, dated as of July
23, 2009, executed by a duly authorized officer of each of ABCR, ABRCF, AESOP Leasing, AESOP Leasing II, ARAC, BRAC, the Intermediary,
Lord Securities Corporation and the Trustee; and (xii) each Multi-Series Letter of Credit, if any, executed by a duly authorized officer
of the applicable Multi-Series Letter of Credit Provider.


(b)          
Corporate Documents; Proceedings of ABRCF, the Administrator, the Permitted Nominees, AESOP Leasing, AESOP Leasing II, Original AESOP,
ARAC and BRAC. The Administrative Agent shall have received, with a copy for each Non-Conduit Purchaser, each CP Conduit Purchaser
and the Funding Agent and the APA Banks with respect to such CP Conduit Purchaser, from ABRCF, the Administrator, the Permitted Nominees,
AESOP Leasing, AESOP Leasing II, Original AESOP, ARAC, ABCR and BRAC true and complete copies of:


(i)          
to the extent applicable, the certificate of incorporation or certificate of formation, including all amendments thereto, of such Person,
certified as of a recent date by the Secretary of State or other appropriate authority of the state of incorporation or organization,
as the case may be, and a certificate of compliance, of status or of good standing, as and to the extent applicable, of each such Person
as of a recent date, from the Secretary of State or other appropriate authority of such jurisdiction;




    	 	92	 



     


    

(ii)          
 a certificate of the Secretary or an Assistant Secretary of such Person, dated on or prior to the Effective Date and certifying (A)
that attached thereto is a true and complete copy of the bylaws, limited liability company agreement or partnership agreement of such
Person, as the case may be, as in effect on the Series 2022-2 Closing Date and at all times since a date prior to the date of the resolutions
described in clause (B) below, (B) that, to the extent applicable, attached thereto is a true and complete copy of the resolutions, in
form and substance reasonably satisfactory to each Funding Agent, of the Board of Directors or Managers of such Person or committees
thereof authorizing the execution, delivery and performance of the Series 2022-2 Documents to which it is a party and the transactions
contemplated thereby, and that such resolutions have not been amended, modified, revoked or rescinded and are in full force and effect,
(C) that the certificate of incorporation or certificate of formation of such Person has not been amended since the date of the last
amendment thereto shown on the certificate of good standing (or its equivalent) furnished pursuant to clause (i) above and (D) as to
the incumbency and specimen signature of each officer or authorized signatory executing any Series 2022-2 Documents or any other document
delivered in connection herewith or therewith on behalf of such Person; and


(iii)          
a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate
pursuant to clause (ii) above.


(c)          
Representations and Warranties. All representations and warranties of each of ABRCF, the Administrator, AESOP Leasing, AESOP Leasing
II, Original AESOP, each of the Permitted Nominees, each of the Lessees, each of the Permitted Sublessees and the Intermediary contained
in each of the Related Documents shall be true and correct as of the Series 2022-2 Closing Date.


(d)          
No Amortization Event, Potential Amortization Event or AESOP I Operating Lease Vehicle Deficiency. No Amortization Event or Potential
Amortization Event in respect of the Series 2022-2 Notes or any other Series of Notes shall exist and no AESOP I Operating Lease Vehicle
Deficiency shall exist.


(e)          
Lien Searches. The Administrative Agent shall have received a written search report listing all effective financing statements
that name ABRCF, AESOP Leasing, AESOP Leasing II, Original AESOP, each of the Permitted Nominees or ABCR as debtor or assignor and that
are filed in the State of New York, the State of Delaware and in any other jurisdictions that the Administrative Agent determines
are necessary or appropriate, together with copies of such financing statements, and tax and judgment lien searches showing no such liens
that are not permitted by the Base Indenture, this Supplement or the Related Documents.


(f)          
Legal Opinions. The Administrative Agent shall have received, with a counterpart addressed to each Non-Conduit Purchaser, each
CP Conduit Purchaser and the Funding Agent, the Program Support Provider and the APA Banks with respect to




    	 	93	 



     


    

each
CP Conduit Purchaser and the Trustee, opinions of counsel required by Section 2.2(f) of the Base Indenture and opinions of counsel with
respect to such other matters as may be reasonably requested by any Funding Agent, in form and substance reasonably acceptable to the
addressees thereof and their counsel.


(g)          
Fees and Expenses. Each Non-Conduit Purchaser and each Funding Agent with respect to its Related Purchaser Group shall have received
payment of all fees, out-of-pocket expenses and other amounts due and payable to such Purchaser Group or the Administrative Agent, as
applicable, on or before the Effective Date.


(h)          
Establishment of Accounts. The Administrative Agent shall have received evidence reasonably satisfactory to it that the Series
2022-2 Collection Account, the Series 2022-2 Reserve Account and the Series 2022-2 Distribution Account shall have been established in
accordance with the terms and provisions of the Indenture.


(i)          
Opinion. The Administrative Agent shall have received, with a counterpart addressed to each CP Conduit Purchaser and the Funding
Agent, the Program Support Provider and the APA Banks with respect such CP Conduit Purchaser, an opinion of counsel to the Trustee as
to the due authorization, execution and delivery by the Trustee of this Supplement and the due execution, authentication and delivery
by the Trustee of the Series 2022-2 Notes.


(j)          
Rating Letters. Each Funding Agent shall have received a letter, in form and substance satisfactory to such Funding Agent, from
each of Moody’s, Standard & Poor’s and/or Fitch, as applicable, confirming the commercial paper rating of the related
CP Conduit Purchaser after giving effect to such CP Conduit Purchaser’s purchase of Series 2022-2 Notes. Each Non-Conduit Purchaser
and each Funding Agent shall have received a copy of a letter, in form and substance satisfactory to such Non-Conduit Purchaser and Funding
Agent, from each of DBRS and Standard & Poor’s, and ABRCF and the Trustee shall have received a copy of a letter from Moody’s,
in each case stating that the issuance of the Series 2022-2 Notes will not result in a reduction or withdrawal of the rating (in effect
immediately before the effectiveness of this Supplement) of any outstanding Series of Notes with respect to which it is a Rating Agency.
Any fees of Moody’s, Standard & Poor’s, Fitch and any Rating Agency in connection with the delivery of such letters shall
have been paid by or on behalf of ABRCF.


(k)          
UCC Filings. The Administrative Agent shall have received (i) executed originals of any documents (including, without limitation,
financing statements) required to be filed in each jurisdiction necessary to perfect the security interest of the Trustee in the Series
2022-2 Collateral and (ii) evidence reasonably satisfactory to it of each such filing and reasonably satisfactory evidence of the payment
of any necessary fee or tax relating thereto.


(l)          
Proceedings. All corporate and other proceedings and all other documents and legal matters in connection with the transactions
contemplated by the Related Documents shall be satisfactory in form and substance to each Non-Conduit Purchaser and each Funding Agent
and its counsel.



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ARTICLE
VII



CHANGE IN CIRCUMSTANCES


Section
7.1.     Increased Costs. (a) If any Change in Law (except with respect to Taxes which shall be governed by Section 7.2) shall:


(i)          
impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account
of, or credit extended by, any Affected Party; or


(ii)          
impose on any Affected Party any other condition affecting the Indenture or the Related Documents or the funding of the SOFR Tranche
by such Affected Party;


and the result of
any of the foregoing shall be to increase the cost to such Affected Party of making, converting into, continuing or maintaining the SOFR
Tranche (or maintaining its obligation to do so) or to reduce any amount received or receivable by such Affected Party hereunder or in
connection herewith (whether principal, interest or otherwise), then ABRCF will pay to such Affected Party such additional amount or
amounts as will compensate such Affected Party for such additional costs incurred or reduction suffered.


(b)          
If any Affected Party determines that any Change in Law regarding capital requirements has or would have the effect of reducing the rate
of return on such Affected Party’s capital or the capital of any corporation controlling such Affected Party as a consequence of
its obligations hereunder to a level below that which such Affected Party or such corporation could have achieved but for such Change
in Law (taking into consideration such Affected Party’s or such corporation’s policies with respect to capital adequacy),
then from time to time, ABRCF shall pay to such Affected Party such additional amount or amounts as will compensate such Affected Party
for any such reduction suffered.


(c)          
A certificate of an Affected Party setting forth the amount or amounts necessary to compensate such Affected Party as specified in subsections
(a) and (b) of this Section 7.1 shall be delivered to ABRCF (with a copy to the Administrative Agent and the Funding Agent, if any,
with respect to such Affected Party) and shall be conclusive absent manifest error. Any payments made by ABRCF pursuant to this Section
7.1 shall be made solely from funds available in the Series 2022-2 Distribution Account for the payment of Article VII Costs, shall be
non-recourse other than with respect to such funds, and shall not constitute a claim against ABRCF to the extent that insufficient funds
exist to make such payment. The agreements in this Section 7.1 shall survive the termination of this Supplement and the Base Indenture
and the payment of all amounts payable hereunder and thereunder.


(d)          
Failure or delay on the part of an Affected Party to demand compensation pursuant to this Section 7.1 shall not constitute a waiver
of such Affected Party’s right to demand such compensation; provided that ABRCF shall not be required to compensate any
Affected Party pursuant to this Section 7.1 for any increased costs or reductions incurred more than 270 days prior to the date
that such Affected Party notifies ABRCF of such Affected Party’s intention to claim compensation under this Section 7.1; provided,
further, that, if the Change in Law




    	 	95	 



     


    

giving
rise to such increased costs or reductions is retroactive, then the 270-day period referred to above shall be extended to include the
period of retroactive effect thereof.


(e)          
ABRCF acknowledges that any Affected Party may institute measures in anticipation of a Change in Law, and may commence allocating charges
to or seeking compensation from ABRCF under this Section 7.1, in advance of the effective date of such Change in Law and ABRCF agrees
to pay such charges or compensation to the applicable Affected Party following demand therefor in accordance with the terms of this Section
7.1 without regard to whether such effective date has occurred.


Section
7.2.     Taxes. (a) Any and all payments by or on account of any obligation of ABRCF hereunder shall be made free and clear of and without
deduction for any Indemnified Taxes or Other Taxes; provided that if ABRCF shall be required to deduct any Indemnified Taxes or
Other Taxes from such payments, then (i) subject to Section 7.2(c) below, the sum payable shall be increased as necessary so that after
making all required deductions (including deductions applicable to additional sums payable under this Section 7.2) the recipient
receives an amount equal to the sum that it would have received had no such deductions been made, (ii) ABRCF shall make such deductions
and (iii) ABRCF shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.


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


(c)          
ABRCF shall indemnify the Administrative Agent, each Non-Conduit Purchaser, each Funding Agent, each Program Support Provider and each
member of each CP Conduit Purchaser Group within the later of 10 days after written demand therefor and the Distribution Date next following
such demand for the full amount of any Indemnified Taxes or Other Taxes paid by the Administrative Agent, such Non-Conduit Purchaser,
such Funding Agent, such Program Support Provider or such member of such CP Conduit Purchaser Group on or with respect to any payment
by or on account of any obligation of ABRCF hereunder or under the Indenture (including Indemnified Taxes or Other Taxes imposed or asserted
on or attributable to amounts payable under this Section 7.2) and any penalties, interest and reasonable expenses arising therefrom
or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant
Governmental Authority; provided that no Person shall be indemnified pursuant to this Section 7.2(c) or entitled to receive additional
amounts under the proviso of Section 7.2(a) to the extent that the reason for such indemnification results from the failure by such Person
to comply with the provisions of Section 7.2(e) or (g). A certificate as to the amount of such payment or liability delivered to ABRCF
by the Administrative Agent, any Non-Conduit Purchaser, any Funding Agent, any Program Support Provider or any member of any CP Conduit
Purchaser Group shall be conclusive absent manifest error. Any payments made by ABRCF pursuant to this Section 7.2 shall be made solely
from funds available in the Series 2022-2 Distribution Account for the payment of Article VII Costs, shall be non-recourse other than
with respect to such funds, and shall not constitute a claim against ABRCF to the extent that insufficient funds exist to make such payment.
The agreements in this Section shall survive the termination of this Supplement and the Base Indenture and the payment of all amounts
payable hereunder and thereunder.




    	 	96	 



     


    

(d)          
 As soon as practicable after any payment of Indemnified Taxes or Other Taxes by ABRCF to a Governmental Authority, ABRCF shall deliver
to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment,
a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.


(e)          
The Administrative Agent, each Non-Conduit Purchaser, each Funding Agent, each member of each CP Conduit Purchaser Group and each Program
Support Provider, if entitled to an exemption from or reduction of an Indemnified Tax or Other Tax with respect to payments made hereunder
or under the Indenture shall (to the extent legally able to do so) deliver to ABRCF (with a copy to the Administrative Agent) such properly
completed and executed documentation prescribed by applicable law and reasonably requested by ABRCF on the later of (i) 30 Business Days
after such request is made and the applicable forms are provided to the Administrative Agent, such Non-Conduit Purchaser, such Funding
Agent, such member of such CP Conduit Purchaser Group or such Program Support Provider or (ii) thirty (30) Business Days before prescribed
by applicable law as will permit such payments to be made without withholding or with an exemption from or reduction of Indemnified Taxes
or Other Taxes.


(f)          
If the Administrative Agent, any Non-Conduit Purchaser, any Funding Agent, any Program Support Provider or any member of any CP Conduit
Purchaser Group receives a refund solely in respect of Indemnified Taxes or Other Taxes, it shall pay over such refund to ABRCF to the
extent that it has already received indemnity payments or additional amounts pursuant to this Section 7.2 with respect to such Indemnified
Taxes or Other Taxes giving rise to the refund, net of all out-of-pocket expenses and without interest (other than interest paid by the
relevant Governmental Authority with respect to such refund); provided, however, that ABRCF shall, upon request of the
Administrative Agent, such Non-Conduit Purchaser, such Funding Agent, such Program Support Provider or such member of such CP Conduit
Purchaser Group, repay such refund (plus interest or other charges imposed by the relevant Governmental Authority) to the Administrative
Agent, such Non-Conduit Purchaser, such Funding Agent, such Program Support Provider or such member of such CP Conduit Purchaser Group
if the Administrative Agent, such Non-Conduit Purchaser, such Funding Agent, such Program Support Provider or such member of such CP
Conduit Purchaser Group is required to repay such refund to such Governmental Authority. Nothing contained herein shall require the Administrative
Agent, any Non-Conduit Purchaser, any Funding Agent, any Program Support Provider or any member of any CP Conduit Purchaser Group to
make its tax returns (or any other information relating to its taxes which it deems confidential) available to ABRCF or any other Person.


(g)          
The Administrative Agent, each Non-Conduit Purchaser, each Funding Agent, each Program Support Provider and each member of each CP Conduit
Purchaser Group (other than any such entity which is a domestic corporation) shall:


(i)          
upon or prior to becoming a party hereto, deliver to ABRCF and the Administrative Agent two (2) duly completed copies of IRS Form W-8BEN,
W-8ECI or W-9, or successor applicable forms, as the case may be, establishing a complete exemption from withholding of United States
federal income taxes or backup




    	 	97	 



     


    

withholding
taxes with respect to payments under the Series 2022-2 Notes and this Supplement;


(ii)          
deliver to ABRCF and the Administrative Agent two (2) further copies of any such form or certification establishing a complete exemption
from withholding of United States federal income taxes or backup withholding taxes with respect to payments under the Series 2022-2 Notes
and this Supplement on or before the date that any such form or certification expires or becomes obsolete and after the occurrence of
any event requiring a change in the most recent form previously delivered by it to ABRCF; and


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


unless, in any such
case, any change in treaty, law or regulation has occurred after the Series 2022-2 Closing Date (or, if later, the date the Administrative
Agent, such Non-Conduit Purchaser, such Funding Agent, such Program Support Provider or such member of such CP Conduit Purchaser Group
becomes an indemnified party hereunder) and prior to the date on which any such delivery would otherwise be required which renders the
relevant form inapplicable or which would prevent the Administrative Agent, such Non-Conduit Purchaser, such Funding Agent, such Program
Support Provider or such member of such CP Conduit Purchaser Group from duly completing and delivering the relevant form with respect
to it, and the Administrative Agent, such Non-Conduit Purchaser, such Funding Agent, such Program Support Provider or such member of
such CP Conduit Purchaser Group so advises ABRCF and the Administrative Agent.


(h)          
If a beneficial or equity owner of the Administrative Agent, a Non-Conduit Purchaser, a Funding Agent, a Program Support Provider or
a member of a CP Conduit Purchaser Group (instead of the Administrative Agent, the Non-Conduit Purchaser, the Funding Agent, the Program
Support Provider or the member of the CP Conduit Purchaser Group itself) is required under United States federal income tax law or the
terms of a relevant treaty to provide IRS Form W-8BEN, W-8ECI or W-9, or any successor applicable forms, as the case may be, in order
to claim an exemption from withholding of United States federal income taxes or backup withholding taxes, then each such beneficial owner
or equity owner shall be considered to be the Administrative Agent, a Non-Conduit Purchaser, a Funding Agent, a Program Support Provider
or a member of a CP Conduit Purchaser Group for purposes of Section 7.2(g).


(i)          
If a payment made to a recipient would be subject to U.S. Federal withholding tax imposed by FATCA if such recipient were to fail to
comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable),
such recipient shall deliver to the payor at the time or times prescribed by law and at such time or times reasonably requested by the
payor such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code and any agreements
entered into pursuant to Section 1471(b)(1) of the Code) and such additional documentation as reasonable requested by the payor as may
be necessary for the payor to determine that such recipient has complied with such recipient’s obligations under FATCA and that
such recipient is not subject to any such withholding. Notwithstanding any other provision herein, if ABRCF or the Administrative Agent
is required to withhold taxes under FATCA,




    	 	98	 



     


    

ABRCF
and the Administrative Agent shall be authorized to deduct from payments to be made to the applicable recipient amounts representing
taxes payable by such recipient under FATCA, as determined in the sole discretion of ABRCF or the Administrative Agent, and to remit
such amounts to the applicable governmental authorities.


Section
7.3.     Break Funding Payments. ABRCF agrees to indemnify each Purchaser Group and to hold each Purchaser Group harmless from any loss or
expense which such Purchaser Group may sustain or incur as a consequence of (a) the failure by ABRCF to accept any Increase after ABRCF
has given irrevocable notice requesting the same in accordance with the provisions of this Supplement, (b) the conversion into or continuation
of a CP Tranche that occurs other than on the last day of the applicable CP Rate Period, (c) default by ABRCF in making any prepayment
in connection with a Decrease after ABRCF has given irrevocable notice thereof in accordance with the provisions of Section 2.5 or (d)
the making of a repayment of any portion of the Purchaser Group Invested Amount with respect to such Purchaser Group (including, without
limitation, any Decrease) prior to the termination of a CP Rate Period for a CP Tranche or on a date other than a Distribution Date or
the date contained in a notice of Decrease, or the making of a Decrease in a greater amount than contained in any notice of a Decrease.
Such indemnification shall include an amount determined by the Non-Conduit Purchaser or the Funding Agent with respect to its Related
Purchaser Group and shall equal (a) in the case of the losses or expenses associated with a CP Tranche, either (x) the excess, if any,
of (i) such Related Purchaser Group’s cost of funding the amount so paid or not so borrowed, converted or continued, for the period
from the date of such payment or of such failure to borrow, convert or continue to the last day of the CP Rate Period or applicable Series
2022-2 Interest Period (or in the case of a failure to borrow, convert or continue, the CP Rate Period that would have commenced on the
date of such prepayment or of such failure), as the case may be, over (ii) the amount of interest earned by such Related Purchaser Group
upon redeployment of an amount of funds equal to the amount prepaid or not borrowed, converted or continued for a comparable period or
(y) if such Related Purchaser Group is able to terminate the funding source before its scheduled maturity, any costs associated with
such termination and (b) in the case of the losses or expenses incurred by a Non-Conduit Purchaser, SOFR Funding CP Conduit Purchaser
or Pooled Funding CP Conduit Purchaser, the losses and expenses incurred by such Non-Conduit Purchaser, SOFR Funding CP Conduit Purchaser
or Pooled Funding CP Conduit Purchaser in connection with the liquidation or reemployment of deposits or other funds acquired by such
Non-Conduit Purchaser, SOFR Funding CP Conduit Purchaser or Pooled Funding CP Conduit Purchaser as a result of the failure to accept
an Increase, a default in the making of a Decrease or the making of a Decrease in an amount or on a date not contained in a notice of
a Decrease. Notwithstanding the foregoing, any payments made by ABRCF pursuant to this subsection shall be made solely from funds available
in the Series 2022-2 Distribution Account for the payment of Article VII Costs, shall be non-recourse other than with respect to such
funds, and shall not constitute a claim against ABRCF to the extent that such funds are insufficient to make such payment. This covenant
shall survive the termination of this Supplement and the Base Indenture and the payment of all amounts payable hereunder and thereunder.
A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by any Non-Conduit Purchaser or Funding
Agent on behalf of its Related Purchaser Group to ABRCF shall be conclusive absent manifest error.



    	 	99	 



     


    

Section
7.4.     Alternate Rate of Interest. (a) Subject to clauses (b), (c), (d) and (e) of this Section 7.4, if:


(i)          the
Administrative Agent determines (which determination shall be conclusive absent manifest error) at any time, that adequate and reasonable
means do not exist for ascertaining Daily Simple SOFR, or


(ii)          
the Administrative Agent is advised by any APA Bank at any time that Adjusted Daily Simple SOFR will not adequately and fairly reflect
the cost to such APA Bank of making or maintaining the SOFR Tranches,


then the Administrative
Agent shall give notice thereof to ABRCF and the Trustee by telephone, telecopy or electronic mail as promptly as practicable thereafter
and, until the Administrative Agent notifies ABRCF and the Trustee that the circumstances giving rise to such notice no longer exist
with respect to the relevant Benchmark, the APA Bank Funded Amount with respect to any CP Conduit Purchaser Group (in the case of clause
(i) above) or with respect to the related CP Conduit Purchaser Group (in the case of clause (ii) above) shall not be allocated to the
SOFR Tranche.


(b)          
Notwithstanding anything to the contrary herein or in any other Related Document, if a Benchmark Transition Event and its related Benchmark
Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then, such Benchmark
Replacement will replace such Benchmark for all purposes hereunder and under any Related Document in respect of any Benchmark setting
at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided
to the Series 2022-2 Noteholders without any amendment to, or further action or consent of any other party to, this Supplement so long
as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Series 2022-2
Noteholders comprising the Requisite Noteholders. For the avoidance of doubt: (a) in no event shall the Trustee be responsible for determining
whether a Benchmark Transition Event has occurred or for determining the replacement for the Benchmark with a Benchmark Replacement and
(b) in connection with any of the matters referenced in clause (a) of this sentence, the Trustee shall be entitled to conclusively rely
on any determinations made by the Administrative Agent or ABRCF in regards to such matters and shall have no liability for such actions
taken at the direction of either the Administrative Agent or ABRCF.


(c)          
Notwithstanding anything to the contrary herein or in any other Related Document, in connection with the implementation of a Benchmark
Replacement, the Administrative Agent will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding
anything to the contrary herein or in any other Related Document, any amendments implementing such Benchmark Replacement Conforming Changes
will become effective without any further action or consent of any other party to this Supplement.


(d)          The Administrative Agent will promptly notify ABRCF, the Trustee and each Purchaser Group of (i) any occurrence of a Benchmark Transition
Event (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark




    	 	100	 



     


    

Replacement
Conforming Changes and (iv) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election
that may be made by the Administrative Agent or Purchaser Groups pursuant to this Section 7.4, including any determination with respect
to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain
from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion
and without consent from any other party to this Supplement or any other Series 2022-2 Document, except, in each case, as expressly required
pursuant to this Section 7.4.


(e)          Upon ABRCF’s receipt of notice of the commencement of a Benchmark Unavailability Period, and at all times during the continuation
of a Benchmark Unavailability Period, the APA Bank Funded Amount with respect to any CP Conduit Purchaser Group shall not be allocated
to the SOFR Tranche.


(f)          The interest rate with respect to (i) the SOFR Tranche, (ii) the CP Conduit Funded Amount with respect to any SOFR Funding CP Conduit
Purchaser and (iii) in some cases, the Purchaser Group Invested Amount with respect to any Non-Conduit Purchaser Group may be derived
from an interest rate benchmark that may be discontinued or is, or may in the future become, the subject of regulatory reform. Upon the
occurrence of a Benchmark Transition Event, Section 7.4(b) provides a mechanism for determining an alternative rate of interest. The
Administrative Agent will promptly notify ABRCF, the Trustee and each Purchaser Group pursuant to Section 7.4(d), of any change to the
reference rate upon which the interest rate on the portions of the Series 2022-2 Invested Amount listed above is based. However, the
Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, the administration,
submission, performance or any other matter related to any interest rate used in this Supplement, or with respect to any alternative
or successor rate thereto, or replacement rate thereof, including without limitation, whether the composition or characteristics of any
such alternative, successor or replacement reference rate will be similar to, or produce the same value or economic equivalence of, the
existing interest rate being replaced or have the same volume or liquidity as did any existing interest rate prior to its discontinuance
or unavailability. The Administrative Agent and its affiliates and/or other related entities may engage in transactions that affect the
calculation of any interest rate used in this Supplement or any alternative, successor or alternative rate (including any Benchmark Replacement)
and/or any relevant adjustments thereto, in each case, in a manner adverse to ABRCF. The Administrative Agent may select information
sources or services in its reasonable discretion to ascertain any interest rate used in this Supplement, any component thereof, or rates
referenced in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to ABRCF, any
Purchaser Group or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or
consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error
or calculation of any such rate (or component thereof) provided by any such information source or service.


Section
7.5.     Mitigation Obligations. If an Affected Party requests compensation under Section 7.1, or if ABRCF is required to pay any additional
amount to any Purchaser Group or any Governmental Authority for the account of any Purchaser Group pursuant to Section 7.2, then, upon
written notice from ABRCF, such Affected Party or




    	 	101	 



     


    

Purchaser
Group, as the case may be, shall use commercially reasonable efforts to designate a different lending office for funding or booking its
obligations hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, which pays
a price for such assignment which is acceptable to such Purchaser Group and its assignee, in the judgment of such Affected Party or Purchaser
Group, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 7.1 or 7.2, as the case may be,
in the future and (ii) would not subject such Affected Party or Purchaser Group to any unreimbursed cost or expense and would not otherwise
be disadvantageous to such Affected Party or Purchaser Group. ABRCF hereby agrees to pay all reasonable costs and expenses incurred by
such Affected Party or Purchaser Group in connection with any such designation or assignment.


ARTICLE
VIII



REPRESENTATIONS AND WARRANTIES, COVENANTS


Section
8.1.     Representations and Warranties of ABRCF and the Administrator (a)  ABRCF and the Administrator each hereby represents
and warrants to the Trustee, the Administrative Agent, each Funding Agent, each CP Conduit Purchaser, each Committed Note Purchaser,
each APA Bank and each Non-Conduit Purchaser that:


(i)          
each and every of their respective representations and warranties contained in the Related Documents is true and correct as of the Series
2022-2 Closing Date and true and correct in all material respects (other than any such representation or warranty that is qualified by
materiality, which shall be true and correct) as of the date of each Increase; and


(ii)          
as of the Series 2022-2 Closing Date, they have not engaged, in connection with the offering of the Series 2022-2 Notes, in any form
of general solicitation or general advertising within the meaning of Rule 502(c) under the Securities Act.


(b)          
ABRCF hereby represents and warrants to the Trustee, the Administrative Agent, each Funding Agent, each CP Conduit Purchaser, each Committed
Note Purchaser, each APA Bank and each Non-Conduit Purchaser that each of the Series 2022-2 Notes has been duly authorized and executed
by ABRCF and when duly authenticated by the Trustee and delivered to the Funding Agents in accordance with the terms of this Supplement
will constitute legal, valid and binding obligations of ABRCF enforceable in accordance with their terms, except as enforceability thereof
may be limited by bankruptcy, insolvency, or other similar laws relating to or affecting generally the enforcement of creditors’
rights or by general equitable principles.


(c)          
The Administrator hereby represents and warrants to the Trustee, the Administrative Agent, each Non-Conduit Purchaser, each Committed
Note Purchaser, each Funding Agent, each CP Conduit Purchaser and each APA Bank, as of the Series 2022-2 Closing Date, as of each Increase
Date and as of the date of delivery of each Monthly Noteholders Statement that (i) as an “originator” for purposes of the
Securitisation Regulations, it continues to hold the Retained Interest on such date in accordance with Section 8.2(n), (ii) it has not
sold or subjected the Retained Interest to any credit risk mitigation or any short positions or any other




    	 	102	 



     


    

hedge,
or transferred or otherwise surrendered all or part of its rights, benefits or obligations arising from or associated with the Retained
Interest, in a manner which would be contrary to the Securitisation Regulations and (iii) it (A) was not established for, and does not
operate for, the sole purpose of securitizing exposures, (B) has, and shall continue to invest in and hold assets, securities and other
investments excluding the Retained Interest, and (C) has, and shall continue to have, the capacity to meet its general payment and other
obligations and absorb credit loss through resources other than the Retained Interest.


(d)          
ABRCF hereby represents and warrants to the Trustee, the Administrative Agent, each Funding Agent, each CP Conduit Purchaser, each APA
Bank and each Non-Conduit Purchaser that ABRCF (i) is not deemed to be an “investment company” within the meaning of the
Investment Company Act pursuant to Rule 3a-7 promulgated under the Investment Company Act and (ii) is not a “covered fund”
as defined in the Volcker Rule.


(e)          
The Administrator hereby represents and warrants to the Trustee, the Administrative Agent, each Funding Agent, each CP Conduit Purchaser,
each Committed Note Purchaser, each APA Bank and each Non-Conduit Purchaser that it has implemented and maintains in effect policies
and procedures designed to ensure compliance by the Administrator, its Subsidiaries and their respective directors, officers, employees
and agents with Anti-Corruption Laws and applicable Sanctions, and the Administrator, its Subsidiaries and their respective officers
and directors and to the knowledge of the Administrator its employees and agents, are in compliance with Anti-Corruption Laws and applicable
Sanctions in all material respects and are not knowingly engaged in any activity that would reasonably be expected to result in the Administrator
or any of its Subsidiaries being designated as a Sanctioned Person. None of the Administrator, any Subsidiary or any of their respective
directors, officers or employees is a Sanctioned Person. No use of proceeds of any Increase will directly or, knowingly, indirectly violate
Anti-Corruption Laws or applicable Sanctions.


(f)          
The Administrator hereby represents and warrants to the Trustee, the Administrative Agent, each Funding Agent, each CP Conduit Purchaser,
each APA Bank, each Committed Note Purchaser and each Non-Conduit Purchaser that it is a “sponsor” (as such term is defined
in the U.S. Risk Retention Rules) in connection with the transactions contemplated by this Supplement and the applicable Related Documents
and has complied with all requirements imposed on a “sponsor” of a “securitization transaction” (as each such
term is defined in the U.S. Risk Retention Rules) in accordance with the provisions of the U.S. Risk Retention Rules in connection with
the transactions contemplated by this Supplement. On the Series 2022-2 Closing Date, the Administrator will hold, either directly or
through a “majority-owned affiliate” (as such term is defined in the U.S. Risk Retention Rules), an “eligible horizontal
residual interest” (as such term is defined in the U.S. Risk Retention Rules) with respect to the transactions contemplated by
Supplement in an amount equal to at least 5% of the fair value of all the “ABS interests” (as such term is defined in the
U.S. Risk Retention Rules) issued by ABRCF as part of the transactions contemplated by the Supplement, determined as of the Series 2022-2
Closing Date using a fair value measurement framework under United States generally accepted accounting principles (such interest, the
“Retained Interest”). The Administrator has determined such fair value of the Retained Interest based on its own valuation
methodology, inputs and assumptions in accordance with and as required by the U.S. Risk Retention Rules and is solely responsible therefor.




    	 	103	 



     


    

(g)          
 ABRCF hereby represents and warrants to the Trustee, the Administrative Agent, each Funding Agent, each CP Conduit Purchaser, each APA
Bank and each Non-Conduit Purchaser that at least 51% of the equity interests of ABRCF are owned, directly or indirectly, by a “listed
entity” (as defined in 31 C.F.R. §1020.315(b)(5)).


(h)          
The Administrator hereby represents and warrants to the Trustee, the Administrative Agent, each Funding Agent, each CP Conduit Purchaser,
each APA Bank, each Committed Note Purchaser and each Non-Conduit Purchaser that it intends each of the Operating Leases to be, and views
each as, a single indivisible lease covering all Vehicles leased thereunder, rather than as a collection of separate independent leases
governed by similar terms.


Section
8.2.Avenue Asia Credit Opportunities Fund, SCSpCovenants of ABRCF and the Administrator. ABRCF and the Administrator hereby agree, in addition to their obligations hereunder,
that:


(a)          
they shall observe in all material respects each and every of their respective covenants (both affirmative and negative) contained in
the Base Indenture and all other Related Documents to which each is a party;


(b)          
they shall afford each Non-Conduit Purchaser, each Funding Agent with respect to a CP Conduit Purchaser Group, each Committed Note Purchaser,
the Trustee or any representatives of any such Non-Conduit Purchaser, Funding Agent or the Trustee access to all records relating to
the Leases, the Subleases, the Vehicles, the Manufacturer Programs and the Loan Agreements at any reasonable time during regular business
hours, upon reasonable prior notice (and with one Business Day’s prior notice if an Amortization Event with respect to the Series
2022-2 Notes shall have been deemed to have occurred or shall have been declared to have occurred), for purposes of inspection and shall
permit such Non-Conduit Purchaser, such Funding Agent, such Committed Note Purchaser, the Trustee or any representative of such Non-Conduit
Purchaser, such Committed Note Purchaser, such Funding Agent or the Trustee to visit any of ABRCF’s or the Administrator’s,
as the case may be, offices or properties during regular business hours and as often as may reasonably be desired to discuss the business,
operations, properties, financial and other conditions of ABRCF or the Administrator with their respective officers and employees and
with their independent certified public accountants;


(c)          
they shall promptly provide such additional financial and other information with respect to the Related Documents, ABRCF, the Lessors,
the Permitted Nominees, the Lessees, the Permitted Sublessees, the Related Documents or the Manufacturer Programs as the Administrative
Agent may from time to time reasonably request;


(d)          
they shall provide to the Administrative Agent simultaneously with delivery to the Trustee copies of information furnished to the Trustee
or ABRCF pursuant to the Related Documents as such information relates to all Series of Notes generally or specifically to the Series
2022-2 Notes or the Series 2022-2 Collateral. The Administrative Agent shall distribute to each Non-Conduit Purchaser and each Funding
Agent copies of all information delivered to it pursuant to this Section 8.2(d);




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(e)          
 they shall not (i) agree to any amendment to the Base Indenture or any other Related Document, or (ii) take any action under the Base
Indenture or any other Related Documents, which amendment or action requires the consent or direction of the Requisite Investors, without
having received the prior written consent of the Requisite Noteholders;


(f)          
they shall not agree to any replacement or successor to the Intermediary or the addition of any new Manufacturer as an Eligible Program
Manufacturer or Eligible Non-Program Manufacturer, in each case without having received the prior written consent of the Requisite Noteholders;


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


(h)          
they will provide (x) notice of any Replacement Credit Agreement, together with a copy of the proposed Replacement Credit Agreement,
to the Rating Agencies, Standard & Poor’s and Moody’s no less than ten (10) days prior to the anticipated effective date
for such Replacement Credit Agreement and (y) a copy of any amendment to the Credit Agreement or any Replacement Credit Agreement to
the Administrative Agent, each Funding Agent and each Non-Conduit Purchaser promptly upon its becoming effective;


(i)          
they shall provide to the Administrative Agent, each Non-Conduit Purchaser and each Funding Agent, on each Determination Date, a calculation
of the Series 2022-2 Incremental Enhancement Amount as of the last day of the Related Month with respect to such Determination Date;


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


(k)          
they shall promptly provide notice to each Non-Conduit Purchaser and the Administrative Agent in the event that more than 50% of the
Class A Invested Amount is funded by one or more APA Banks;


(l)          
they shall comply with the representation made by ABRCF to each Rating Agency pursuant to paragraph (a)(3)(iii)(A) through (D) of Rule
17g-5 under the Exchange Act and shall provide the Administrative Agent, each Funding Agent and each Non-Conduit Purchaser with prompt
notice if ABRCF, ABCR or any of their representatives receives notice from, or has knowledge of, any Rating Agency determination that
ABRCF is not in compliance with such representation;




    	 	105	 



     


    

(m)          
 they shall provide to the Administrative Agent on October 1 of each year, beginning on October 1, 2013, an Opinion of Counsel to the
effect that no UCC financing or continuation statements are required to be filed with respect to any of the Collateral in which a security
interest may be perfected by the filing of UCC financing statements;


(n)          
the Administrator agrees, for the benefit of each Non-Conduit Purchaser, each Funding Agent, each CP Conduit Purchaser and each APA Bank,
in each case, that is required to comply with the requirements of the Securitisation Regulations that as an “originator”
for purposes of the Securitisation Regulations it shall:


(i)          
hold and maintain the Retained Interest in an amount and in a manner as required or permitted by the Securitisation Regulations for so
long as the Series 2022-2 Notes are outstanding and not change the manner in which it retains the Retained Interest except to the extent
permitted under the Securitisation Regulations;


(ii)          
not sell the Retained Interest or subject the Retained Interest to any credit risk mitigation or any short positions or any other hedge,
or transfer or otherwise surrender all or part of its rights, benefits or obligations arising from or associated with the Retained Interest,
in each case, except to the extent permitted under the Securitisation Regulations;


(iii)          
in connection with and accompanying each Monthly Noteholders Statement, confirm to the Trustee that it continues to comply with this
subsection (i) and (ii) of this Section 8.2(n);


(iv)          
promptly provide notice to each such Series 2022-2 Noteholder in the event that it fails to comply with subsection (i) or (ii) of this
Section 8.2(n);


(v)          
promptly notify each Series 2022-2 Noteholder of any material change to the form or other terms or characteristics of the Retained Interest
since the delivery of the most recent Monthly Noteholders Statement; and


(vi)          provide any and all information requested by any Series 2022-2 Noteholder that any such Series 2022-2 Noteholder would reasonably require
in order for such Series 2022-2 Noteholder to comply with its obligations under the Securitisation Regulations; provided that
(x) compliance by the Administrator with this clause (vi) shall be at the expense of the requesting Non-Conduit Purchaser, Funding Agent,
CP Conduit Purchaser or APA Bank and (y) nothing in this clause (vi) shall oblige the Administrator to provide any information in the
form of any template prescribed for purposes of Article 7 of the Securitisation Regulations, or to take any other action in accordance
with, or in a manner contemplated by, such Article 7 of the Securitisation Regulations unless otherwise agreed with a Series 2022-2 Noteholder;


(o)          on and after the Series 2022-2 Closing Date, the Administrator (or, to the extent permitted by the U.S. Risk Retention Rules, a majority-owned
affiliate of the Administrator) shall continue to comply with all requirements imposed by the U.S. Risk




    	 	106	 



     


    

Retention
Rules, including, without limitation (1) complying with the post-closing disclosure requirements set forth in Section 4(c)(1)(ii) of
the U.S. Risk Retention Rules in an appropriate method that does not require any involvement of the Administrative Agent, any CP Conduit
Purchaser, any Funding Agent, any APA Bank, any Committed Note Purchaser or any Non-Conduit Purchaser, (2) complying with the records
maintenance requirements set forth in Section 4(d) of the U.S. Risk Retention Rules, and (3) complying and causing compliance with the
hedging, transfer and financing prohibitions set forth in Section 12 of the U.S. Risk Retention Rules for the duration required by the
U.S. Risk Retention Rules;


(p)          they will maintain in effect and enforce policies and procedures designed to ensure compliance by the Administrator, its Subsidiaries
and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions;


(q)          ABRCF will provide the Administrative Agent an Officer’s Certificate attaching the amended Depreciation Schedule as soon as reasonably
practicable after such Depreciation Schedule becomes effective; and


(r)          as soon as practicable following any change that would result in ABRCF no longer being able to make the representation in Section 8.1(e),
ABRCF shall give the Administrative Agent notice thereof and shall provide the Administrative Agent with a Beneficial Ownership Certification.


ARTICLE
IX



THE ADMINISTRATIVE AGENT


Section
9.1.     Avenue Asia Credit Opportunities Fund, SCSpAppointment. Each of the Non-Conduit Purchasers, CP Conduit Purchasers, the APA Banks and the Funding Agents hereby irrevocably
designates and appoints the Administrative Agent as the agent of such Person under this Supplement and irrevocably authorizes the Administrative
Agent, in such capacity, to take such action on its behalf under the provisions of this Supplement and to exercise such powers and perform
such duties as are expressly delegated to the Administrative Agent by the terms of this Supplement, together with such other powers as
are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Supplement, the Administrative Agent
shall not have any duties or responsibilities except those expressly set forth herein, or any fiduciary relationship with any Non-Conduit
Purchaser, any CP Conduit Purchaser, any APA Bank or any Funding Agent, and no implied covenants, functions, responsibilities, duties,
obligations or liabilities shall be read into this Supplement or otherwise exist against the Administrative Agent.


Section
9.2.     Delegation of Duties. The Administrative Agent may execute any of its duties under this Supplement by or through agents or attorneys-in-fact
and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible
for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care.



    	 	107	 



     


    




Section 9.3.     Exculpatory
Provisions. Neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates
shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with the Base Indenture,
this Supplement or any other Related Document (except to the extent that any of the foregoing are found by a final and nonappealable
decision of a court of competent jurisdiction to have resulted from its or such Person’s own gross negligence or willful misconduct)
or (ii) responsible in any manner to any of the Non-Conduit Purchasers, the CP Conduit Purchasers, the APA Banks or the Funding Agents
for any recitals, statements, representations or warranties made by ABRCF, the Lessors, the Lessees, the Permitted Sublessees, the Intermediary,
the Administrator or any officer thereof contained in this Supplement or any other Related Document or in any certificate, report, statement
or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Supplement
or any other Related Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Supplement,
any other Related Document, or for any failure of any of ABRCF, the Lessors, the Lessees, the Permitted Sublessees, the Intermediary
or the Administrator to perform its obligations hereunder or thereunder. The Administrative Agent shall not be under any obligation to
any Non-Conduit Purchaser, any CP Conduit Purchaser, any APA Bank or any Funding Agent to ascertain or to inquire as to the observance
or performance of any of the agreements contained in, or conditions of, this Supplement, any other Related Document or to inspect the
properties, books or records of ABRCF, the Lessors, the Lessees, the Permitted Sublessees, the Intermediary or the Administrator.


Section
9.4.     Reliance by Administrative Agent. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon
any writing, resolution, notice, consent, certificate, affidavit, letter, telecopy, telex or teletype message, statement, order or other
document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons
and upon advice and statements of legal counsel (including, without limitation, counsel to ABRCF or the Administrator), independent accountants
and other experts selected by the Administrative Agent. The Administrative Agent may deem and treat the registered holder of any Series
2022-2 Note as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been
filed with the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under
this Supplement or any other Related Document unless it shall first receive such advice or concurrence of the Requisite Noteholders,
as it deems appropriate or it shall first be indemnified to its satisfaction by the Non-Conduit Purchasers and the Funding Agents against
any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative
Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Supplement and the other Related Documents
in accordance with a request of the Requisite Noteholders (unless, in the case of any action relating to the giving of consent hereunder,
the giving of such consent requires the consent of all Series 2022-2 Noteholders), and such request and any action taken or failure to
act pursuant thereto shall be binding upon all the Non-Conduit Purchasers, the CP Conduit Purchasers, the APA Banks and the Funding Agents.


Section
9.5.     Notice of Administrator Default or Amortization Event or Potential Amortization Event. The Administrative Agent shall not be deemed
to have knowledge or




    	 	108	 



     


    

notice
of the occurrence of any Amortization Event or Potential Amortization Event or any Administrator Default unless the Administrative Agent
has received written notice from a Non-Conduit Purchaser, a CP Conduit Purchaser, an APA Bank, a Funding Agent, ABRCF or the Administrator
referring to the Indenture or this Supplement, describing such Amortization Event or Potential Amortization Event, or Administrator Default
and stating that such notice is a “notice of an Amortization Event or Potential Amortization Event” or “notice of an
Administrator Default,” as the case may be. In the event that the Administrative Agent receives such a notice, the Administrative
Agent shall give notice thereof to the Non-Conduit Purchasers, the Funding Agents, the Trustee, ABRCF and the Administrator. The Administrative
Agent shall take such action with respect to such event as shall be reasonably directed by the Requisite Noteholders, provided
that unless and until the Administrative Agent shall have received such directions, the Administrative Agent may (but shall not be obligated
to) take such action, or refrain from taking such action, with respect to such event as it shall deem advisable in the best interests
of the Purchaser Groups.


Section
9.6.     Non-Reliance on the Administrative Agent and Other Purchaser Groups. Each of the Non-Conduit Purchasers, the CP Conduit Purchasers,
the APA Banks and the Funding Agents expressly acknowledges that neither the Administrative Agent nor any of its officers, directors,
employees, agents, attorneys-in-fact or Affiliates has made any representations or warranties to it and that no act by the Administrative
Agent hereinafter taken, including any review of the affairs of ABRCF, the Lessors, the Lessees, the Permitted Sublessees, the Intermediary
or the Administrator shall be deemed to constitute any representation or warranty by the Administrative Agent to any such Person. Each
of the Non-Conduit Purchasers, the CP Conduit Purchasers, the APA Banks and the Funding Agents represents to the Administrative Agent
that it has, independently and without reliance upon the Administrative Agent or any other Non-Conduit Purchaser, CP Conduit Purchaser,
APA Bank or Funding Agent and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation
into the business, operations, property, financial and other condition and creditworthiness of ABRCF, the Lessors, the Lessees, the Permitted
Sublessees, the Intermediary and the Administrator and made its own decision to enter into this Supplement. Each of the Non-Conduit Purchasers,
the CP Conduit Purchasers, the APA Banks and the Funding Agents also represents that it will, independently and without reliance upon
the Administrative Agent or any other Non-Conduit Purchaser, CP Conduit Purchaser, APA Bank or Funding Agent, and based on such documents
and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking
or not taking action under this Supplement and the other Related Documents, and to make such investigation as it deems necessary to inform
itself as to the business, operations, property, financial and other condition and creditworthiness of ABRCF, the Lessors, the Lessees,
the Permitted Sublessees, the Intermediary and the Administrator. Except for notices, reports and other documents expressly required
to be furnished to the Non-Conduit Purchasers and the Funding Agents by the Administrative Agent hereunder, the Administrative Agent
shall have no duty or responsibility to provide any Non-Conduit Purchaser, any CP Conduit Purchaser, any APA Bank or any Funding Agent
with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or
creditworthiness of ABRCF, the Lessors, the Lessees, the Permitted Sublessees, the Intermediary or the Administrator which may come into
the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates.



    	 	109	 



     


    




Section
9.7.     Indemnification. Each Non-Conduit Purchaser and each of the APA Banks in a CP Conduit Purchaser Group agrees to
indemnify the Administrative Agent in its capacity as such (to the extent not reimbursed by ABRCF and the Administrator and without
limiting the obligation of ABRCF and the Administrator to do so), ratably according to their respective Commitment Percentages (or,
if indemnification is sought after the date upon which the Commitments shall have terminated, ratably in accordance with their
respective Purchaser Group Invested Amounts ) in effect on the date on which indemnification is sought under this Section 9.7 (or if
indemnification is sought after the date upon which the Commitments shall have terminated and the Purchaser Group Invested Amounts
shall have been reduced to zero ratably in accordance with their Commitment Percentages immediately prior to their termination) from
and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind whatsoever which may at any time be imposed on, incurred by or asserted against the Administrative Agent
in any way relating to or arising out of this Supplement, any of the other Related Documents or any documents contemplated by or
referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the
Administrative Agent under or in connection with any of the foregoing; provided that no Non-Conduit Purchaser, APA Bank or
Funding Agent shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent
jurisdiction to have resulted from the Administrative Agent’s gross negligence or willful misconduct. The agreements in this
Section shall survive the payment of all amounts payable hereunder.


Section
9.8.     The Administrative Agent in Its Individual Capacity. The Administrative Agent and its Affiliates may make loans to, accept deposits
from and generally engage in any kind of business with ABRCF, the Administrator or any of their Affiliates as though the Administrative
Agent were not the Administrative Agent hereunder. With respect to any Series 2022-2 Note held by the Administrative Agent, the Administrative
Agent shall have the same rights and powers under this Supplement and the other Related Documents as any APA Bank or Funding Agent and
may exercise the same as though it were not the Administrative Agent, and the terms “APA Bank,” and “Funding Agent”
shall include the Administrative Agent in its individual capacity.


Section
9.9.     Resignation of Administrative Agent; Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent
at any time by giving 30 days’ notice to the Non-Conduit Purchasers, the Funding Agents, the Trustee, ABRCF and the Administrator.
If JPMorgan Chase shall resign as Administrative Agent under this Supplement, then the Requisite Noteholders shall appoint a successor
administrative agent from among the Non-Conduit Purchasers and Funding Agents, which successor administrative agent shall be approved
by ABRCF and the Administrator (which approval shall not be unreasonably withheld or delayed) whereupon such successor agent shall succeed
to the rights, powers and duties of the Administrative Agent, and the term “Administrative Agent” shall mean such successor
agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative
Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties
to this Supplement. If no successor administrative agent has accepted appointment as Administrative Agent prior to the effective date
of the resignation of the Administrative Agent,




    	 	110	 



     


    

the
retiring Administrative Agent may appoint, after consulting with the Non-Conduit Purchasers, the Funding Agents, the Administrator and
ABRCF, a successor Administrative Agent from among the Non-Conduit Purchasers and the Funding Agents. If no successor administrative
agent has accepted appointment by the date which is thirty (30) days following a retiring Administrative Agent’s notice of resignation,
the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Administrator shall assume
and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Requisite Noteholders appoint a successor
administrative agent as provided for above. After any retiring Administrative Agent’s resignation as Administrative Agent, the
provisions of this Article IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative
Agent under this Supplement.


Section
9.10.     Erroneous Payments. (a) Each Funding Agent and Non-Conduit Purchaser hereby agrees that (x) if the Administrative Agent notifies such Funding Agent
or Non-Conduit Purchaser that the Administrative Agent has determined in its sole discretion that any funds received by any member of
the related Purchaser Group from the Administrative Agent or any of its Affiliates (whether as a payment, prepayment or repayment of
principal, interest, fees or otherwise; individually and collectively, a “Payment”) were erroneously transmitted to
such member of such Purchaser Group (whether or not known to such member of such Purchaser Group), and demands the return of such Payment
(or a portion thereof), such member of such Purchaser Group shall promptly, but in no event later than one Business Day thereafter, return
to the Administrative Agent the amount of any such Payment (or portion thereof) as to which such a demand was made in same day funds,
together with interest thereon in respect of each day from and including the date such Payment (or portion thereof) was received by such
member of such Purchaser Group to the date such amount is repaid to the Administrative Agent at the greater of the Federal Funds Effective
Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation from time
to time in effect, and (y) to the extent permitted by applicable law, such member of such Purchaser Group shall not assert, and hereby
waives, as to the Administrative Agent, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand,
claim or counterclaim by the Administrative Agent for the return of any Payments received, including without limitation any defense based
on “discharge for value” or any similar doctrine. A notice of the Administrative Agent to any Funding Agent or Non-Conduit
Purchaser under this Section 9.10(a) shall be conclusive, absent manifest error.


(b)          Each
member of a Purchaser Group hereby further agrees that if it receives a Payment from the Administrative Agent or any of its Affiliates
(x) that is in a different amount than, or on a different date from, that specified in a notice of payment sent by the Administrative
Agent (or any of its Affiliates) with respect to such Payment (a “Payment Notice”) or (y) that was not preceded or
accompanied by a Payment Notice, it shall be on notice, in each such case, that an error has been made with respect to such Payment.
Each member of a Purchaser Group agrees that, in each such case, or if it otherwise becomes aware a Payment (or portion thereof) may
have been sent in error, such member of such Purchaser Group shall promptly notify the Administrative Agent of such occurrence and, upon
demand from the Administrative Agent, it shall promptly, but in no event later than one Business Day thereafter, return to the Administrative
Agent the amount of any such Payment (or portion thereof) as to which such a demand was made in same day funds, together with interest
thereon in respect of each day from




    	 	111	 



     


    

and including the date such Payment (or
portion thereof) was received by such member of such Purchaser Group to the date such amount is repaid to the Administrative Agent at
the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry
rules on interbank compensation from time to time in effect.


(c)          ABRCF
hereby agrees that (x) in the event an erroneous Payment (or portion thereof) is not recovered from any Purchaser Group that has received
such Payment (or portion thereof) for any reason, the Administrative Agent shall be subrogated to all the rights of such Purchaser Group
with respect to such amount and (y) an erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any obligations
owed by ABRCF.


(d)          Each
party’s obligations under Section 9.10 shall survive the resignation or replacement of the Administrative Agent or any transfer
of rights or obligations by, or the replacement of, a Purchaser Group or any member thereof, the termination of the Commitments or the
repayment, satisfaction or discharge of all obligations under any Series 2022-2 Document.


ARTICLE
X



THE FUNDING AGENTS


Section
10.1.     Appointment. Each CP Conduit Purchaser and each APA Bank with respect to such CP Conduit Purchaser hereby irrevocably designates and appoints the
Funding Agent set forth next to such CP Conduit Purchaser’s name on Schedule I as the agent of such Person under this Supplement
and irrevocably authorizes such Funding Agent, in such capacity, to take such action on its behalf under the provisions of this Supplement
and to exercise such powers and perform such duties as are expressly delegated to such Funding Agent by the terms of this Supplement,
together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this
Supplement, each Funding Agent shall not have any duties or responsibilities except those expressly set forth herein, or any fiduciary
relationship with any CP Conduit Purchaser or APA Bank and no implied covenants, functions, responsibilities, duties, obligations or
liabilities shall be read into this Supplement or otherwise exist against each Funding Agent.


Section
10.2.     Delegation of Duties. Each Funding Agent may execute any of its duties under this Supplement by or through agents or attorneys-in-fact and shall
be entitled to advice of counsel concerning all matters pertaining to such duties. Each Funding Agent shall not be responsible to any
CP Conduit Purchaser or any APA Bank in its CP Conduit Purchaser Group for the negligence or misconduct of any agents or attorneys in-fact
selected by it with reasonable care.


Section
10.3.     Exculpatory Provisions. Each Funding Agent and any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates shall not
be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with the Base Indenture,
this Supplement or any other Related Document (except to the extent that any of the foregoing are found by a final and nonappealable
decision of a court of competent jurisdiction to have resulted from its or such Person’s own gross negligence or willful misconduct)
or (ii) responsible in any manner to any of the CP Conduit Purchasers and/or APA




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Banks
for any recitals, statements, representations or warranties made by ABRCF, the Lessors, the Lessees, the Permitted Sublessees, the Intermediary,
the Administrator, the Administrative Agent, or any officer thereof contained in this Supplement or any other Related Document or in
any certificate, report, statement or other document referred to or provided for in, or received by such Funding Agent under or in connection
with, this Supplement or any other Related Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency
of this Supplement, any other Related Document, or for any failure of any of ABRCF, the Lessors, the Lessees, the Permitted Sublessees,
the Intermediary, the Administrative Agent, or the Administrator to perform its obligations hereunder or thereunder. Each Funding Agent
shall not be under any obligation to any CP Conduit Purchaser or any APA Bank in its CP Conduit Purchaser Group to ascertain or to inquire
as to the observance or performance of any of the agreements contained in, or conditions of, this Supplement, any other Related Document
or to inspect the properties, books or records of ABRCF, the Lessors, the Lessees, the Permitted Sublessees, the Intermediary, the Administrative
Agent, or the Administrator.


Section
10.4.     Reliance by Each Funding Agent. Each Funding Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution,
notice, consent, certificate, affidavit, letter, telecopy, telex or teletype message, statement, order or other document or conversation
believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements
of legal counsel (including, without limitation, counsel to ABRCF or the Administrator), independent accountants and other experts selected
by such Funding Agent. Each Funding Agent shall be fully justified in failing or refusing to take any action under this Supplement or
any other Related Document unless it shall first receive such advice or concurrence of the Related Purchaser Group, as it deems appropriate
or it shall first be indemnified to its satisfaction by the Related Purchaser Group against any and all liability and expense which may
be incurred by it by reason of taking or continuing to take any such action.


Section
10.5.     Notice of Administrator Default or Amortization Event or Potential Amortization Event. Each Funding Agent shall not be deemed to have knowledge or notice of the occurrence of any Amortization
Event or Potential Amortization Event or any Administrator Default unless such Funding Agent has received written notice from a Non-Conduit
Purchaser, a CP Conduit Purchaser, an APA Bank, ABRCF, the Administrative Agent or the Administrator referring to the Indenture or this
Supplement, describing such Amortization Event or Potential Amortization Event, or Administrator Default and stating that such notice
is a “notice of an Amortization Event or Potential Amortization Event” or “notice of an Administrator Default,”
as the case may be. In the event that any Funding Agent receives such a notice, such Funding Agent shall give notice thereof to the CP
Conduit Purchasers and APA Banks in its CP Conduit Purchaser Group. Such Funding Agent shall take such action with respect to such event
as shall be reasonably directed by the CP Conduit Purchasers and APA Banks in its CP Conduit Purchaser Group, provided that unless
and until such Funding Agent shall have received such directions, such Funding Agent may (but shall not be obligated to) take such action,
or refrain from taking such action, with respect to such event as it shall deem advisable in the best interests of the CP Conduit Purchaser
and APA Banks in its CP Conduit Purchaser Group.



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Section
10.6.     Non-Reliance on Each Funding Agent and Other CP Conduit Purchaser Groups. Each CP Conduit Purchaser and each of the related APA Banks expressly acknowledge that neither its Funding Agent nor
any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates has made any representations or warranties
to it and that no act by such Funding Agent hereinafter taken, including any review of the affairs of ABRCF, the Lessors, the Lessees,
the Permitted Sublessees, the Intermediary, the Administrative Agent, or the Administrator shall be deemed to constitute any representation
or warranty by such Funding Agent to any such Person. Each CP Conduit Purchaser and each of the related APA Banks represents to its Funding
Agent that it has, independently and without reliance upon such Funding Agent and based on such documents and information as it has deemed
appropriate, made its own appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness
of ABRCF, the Lessors, the Lessees, the Permitted Sublessees, the Intermediary, the Administrative Agent, and the Administrator and made
its own decision to enter into this Supplement. Each CP Conduit Purchaser and each of the related APA Banks also represents that it will,
independently and without reliance upon its Funding Agent and based on such documents and information as it shall deem appropriate at
the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Supplement and
the other Related Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property,
financial and other conditions and creditworthiness of ABRCF, the Lessors, the Lessees, the Permitted Sublessees, the Intermediary, the
Administrative Agent, and the Administrator.


Section
10.7.     Indemnification. Each APA Bank in a CP Conduit Purchaser Group agrees to indemnify its Funding Agent in its capacity as such
(to the extent not reimbursed by ABRCF and the Administrator and without limiting the obligation of ABRCF and the Administrator to
do so), ratably according to its respective APA Bank Percentage in effect on the date on which indemnification is sought under this
Section 10.7 (or if indemnification is sought after the date upon which the Commitments shall have been terminated, ratably in
accordance with its APA Bank Percentage at the time of termination) from and against any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever which may at any time be
imposed on, incurred by or asserted against such Funding Agent in any way relating to or arising out of this Supplement, any of the
other Related Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or
thereby or any action taken or omitted by such Funding Agent under or in connection with any of the foregoing; provided that
no APA Bank shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent
jurisdiction to have resulted from such related Funding Agent’s gross negligence or willful misconduct. The agreements in this
Section shall survive the payment of all amounts payable hereunder.


ARTICLE
XI



GENERAL


Section
11.1.     Successors and Assigns. (a)  This Supplement shall be binding upon and inure to the benefit of the parties hereto and their respective
successors and




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assigns,
except that (i) ABRCF may not assign or transfer any of its rights under this Supplement without the prior written consent of all of
the Series 2022-2 Noteholders, (ii) no Non-Conduit Purchaser may assign or transfer any of its rights under this Supplement other than
pursuant to paragraph (e) or (f) below, (iii) no CP Conduit Purchaser may assign or transfer any of its rights under this Supplement
other than in accordance with the Asset Purchase Agreement with respect to such CP Conduit Purchaser or otherwise to the APA Bank with
respect to such CP Conduit Purchaser or a Program Support Provider with respect to such CP Conduit Purchaser or pursuant to clause (b)
or (e) below of this Section 11.1, (iv) no APA Bank may assign or transfer any of its rights or obligations under this Supplement except
to a Program Support Provider or pursuant to clause (c), (d) or (e) below of this Section 11.1 and (v) no Committed Note Purchaser
may assign or transfer any of its rights under this Supplement unless such assignment or transfer is to ABG or an Affiliate of ABG pursuant
to a transfer supplement, substantially in the form of Exhibit P (the “Class R Supplement”), executed by such
acquiring Committed Note Purchaser, such assigning Committed Note Purchaser and the Administrative Agent, ABRCF and the Administrator
and delivered to the Administrative Agent.


(b)          
Without limiting the foregoing, each CP Conduit Purchaser may assign all or a portion of the Purchaser Group Invested Amount with respect
to such CP Conduit Purchaser and its rights and obligations under this Supplement and any other Related Documents to which it is a party
to a Conduit Assignee with respect to such CP Conduit Purchaser. Prior to or concurrently with the effectiveness of any such assignment
(or if impracticable, immediately thereafter), the assigning CP Conduit Purchaser shall notify the Administrative Agent, ABRCF, the Trustee
and the Administrator thereof. Upon such assignment by a CP Conduit Purchaser to a Conduit Assignee, (A) such Conduit Assignee shall
be the owner of the Purchaser Group Invested Amount or such portion thereof with respect to such CP Conduit Purchaser, (B) the related
administrative or managing agent for such Conduit Assignee will act as the administrative agent for such Conduit Assignee hereunder,
with all corresponding rights and powers, express or implied, granted to the Funding Agent hereunder or under the other Related Documents,
(C) such Conduit Assignee and its liquidity support provider(s) and credit support provider(s) and other related parties shall have the
benefit of all the rights and protections provided to such CP Conduit Purchaser herein and in the other Related Documents (including,
without limitation, any limitation on recourse against such Conduit Assignee as provided in this paragraph), (D) such Conduit Assignee
shall assume all of such CP Conduit Purchaser’s obligations, if any, hereunder or under the Base Indenture or under any other Related
Document with respect to such portion of the Purchaser Group Invested Amount and such CP Conduit Purchaser shall be released from such
obligations, (E) all distributions in respect of the Purchaser Group Invested Amount or such portion thereof with respect to such CP
Conduit Purchaser shall be made to the applicable agent or administrative agent, as applicable, on behalf of such Conduit Assignee, (F)
the definitions of the terms “Monthly Funding Costs” and “Discount” shall be determined in the manner set forth
in the definition of “Monthly Funding Costs” and “Discount” applicable to such CP Conduit Purchaser on the basis
of the interest rate or discount applicable to commercial paper issued by such Conduit Assignee (rather than such CP Conduit Purchaser),
(G) the defined terms and other terms and provisions of this Supplement, the Base Indenture and the other Related Documents shall
be interpreted in accordance with the foregoing, and (H) if requested by the Administrative Agent or the agent or administrative agent
with respect to the Conduit Assignee, the parties will execute and deliver such further agreements and documents and take such other
actions as the Administrative Agent or such agent or administrative agent




    	 	115	 



     


    

may
reasonably request to evidence and give effect to the foregoing. No assignment by any CP Conduit Purchaser to a Conduit Assignee of the
Purchaser Group Invested Amount with respect to such CP Conduit Purchaser shall in any way diminish the obligations of the APA Bank with
respect to such CP Conduit Purchaser under Section 2.3 to fund any Increase.


(c)          
Any APA Bank may, in the ordinary course of its business and in accordance with applicable law, at any time sell all or any part of its
rights and obligations under this Supplement and the Class A Notes, with the prior written consent of the Administrative Agent, ABRCF
and the Administrator (in each case, which consent shall not be unreasonably withheld), to one or more banks (an “Acquiring
APA Bank”) pursuant to a transfer supplement, substantially in the form of Exhibit H (the “Transfer Supplement”),
executed by such Acquiring APA Bank, such assigning APA Bank, the Funding Agent with respect to such APA Bank, the Administrative Agent,
ABRCF and the Administrator and delivered to the Administrative Agent. Notwithstanding the foregoing, no APA Bank shall so sell its rights
hereunder if such Acquiring APA Bank is not an Eligible Assignee.


(d)          
Any APA Bank may, in the ordinary course of its business and in accordance with applicable law, at any time sell to one or more financial
institutions or other entities (“APA Bank Participants”) participations in its APA Bank Percentage of the Commitment
Amount with respect to it and the other APA Banks included in the related CP Conduit Purchaser Group, its Class A Note and its rights
hereunder pursuant to documentation in form and substance satisfactory to such APA Bank and the APA Bank Participant; provided,
however, that (i) in the event of any such sale by an APA Bank to an APA Bank Participant, (A) such APA Bank’s obligations
under this Supplement shall remain unchanged, (B) such APA Bank shall remain solely responsible for the performance thereof and (C) ABRCF
and the Administrative Agent shall continue to deal solely and directly with such APA Bank in connection with its rights and obligations
under this Supplement and (ii) no APA Bank shall sell any participating interest under which the APA Bank Participant shall have rights
to approve any amendment to, or any consent or waiver with respect to, this Supplement, the Base Indenture or any Related Document, except
to the extent that the approval of such amendment, consent or waiver otherwise would require the unanimous consent of all APA Banks hereunder.
An APA Bank Participant shall have the right to receive Article VII Costs but only to the extent that the related selling APA Bank would
have had such right absent the sale of the related participation and, with respect to amounts due pursuant to Section 7.2, only to the
extent such APA Bank Participant shall have complied with the provisions of Section 7.2(e) and (g) as if such APA Bank Participant were
the Administrative Agent, a Funding Agent, a Program Support Provider or a member of a CP Conduit Purchaser Group.


(e)          
Any CP Conduit Purchaser and the APA Bank with respect to such CP Conduit Purchaser may at any time sell all or any part of their respective
rights and obligations, and any Non-Conduit Purchaser may at any time sell all or any part of its rights and obligations, under this
Supplement and the Class A Notes, with the prior written consent of the Administrative Agent, ABRCF and the Administrator (in each case,
which consent shall not be unreasonably withheld), (x) to a multi-seller commercial paper conduit and one or more banks providing support
to such multi-seller commercial paper conduit or (y) to a financial institution or other entity (an “Acquiring Purchaser Group”)
pursuant to a transfer supplement, substantially in the form of Exhibit I-1, executed by such Acquiring Purchaser Group (including
the CP




    	 	116	 



     


    

Conduit
Purchaser and the APA Banks, if any, with respect to such Acquiring Purchaser Group), the Funding Agent, if any, with respect to such
Acquiring Purchaser Group, such assigning Purchaser Group (including the APA Banks, if any, with respect to such assigning Purchaser
Group), the Funding Agent, if any, with respect to such assigning Purchaser Group and the Administrative Agent, ABRCF and the Administrator
and delivered to the Administrative Agent. In addition, a (x) multi-seller commercial paper conduit and one or more banks providing support
to such multi-seller commercial paper conduit may become a CP Conduit Purchaser Group or (y) a financial institution or other entity
may become a Non-Conduit Purchaser pursuant to a purchaser group supplement substantially in the form of Exhibit I-2 (together,
with Exhibit I-1 and as applicable, the “Purchaser Group Supplement”).


(f)          
Any Non-Conduit Purchaser may, in the ordinary course of its business and in accordance with applicable law, at any time sell to one
or more financial institutions or other entities (“Non-Conduit Purchaser Participants”) participations in its Commitment,
its Class A Note and its rights hereunder pursuant to documentation in form and substance satisfactory to such Non-Conduit Purchaser
and the Non-Conduit Purchaser Participant; provided, however, that (i) in the event of any such sale by a Non-Conduit Purchaser
to a Non-Conduit Purchaser Participant, (A) such Non-Conduit Purchaser’s obligations under this Indenture Supplement shall remain
unchanged, (B) such Non-Conduit Purchaser shall remain solely responsible for the performance thereof and (C) ABRCF and the Administrative
Agent shall continue to deal solely and directly with such Non-Conduit Purchaser in connection with its rights and obligations under
this Indenture Supplement and (ii) no Non-Conduit Purchaser shall sell any participating interest under which the Non-Conduit Purchaser
Participant shall have rights to approve any amendment to, or any consent or waiver with respect to, this Supplement, the Base Indenture
or any Related Document, except to the extent that the approval of such amendment, consent or waiver otherwise would require the unanimous
consent of all Series 2022-2 Noteholders hereunder. A Non-Conduit Purchaser Participant shall have the right to receive Article VII Costs
but only to the extent that the related selling Non-Conduit Purchaser would have had such right absent the sale of the related participation
and, with respect to amounts due pursuant to Section 7.2, only to the extent such Non-Conduit Purchaser Participant shall have complied
with the provisions of Sections 7.2(e) and (g) as if such Non-Conduit Purchaser Participant were a Non-Conduit Purchaser.


(g)          
ABRCF authorizes each APA Bank and Non-Conduit Purchaser to disclose to any APA Bank Participant, Acquiring APA Bank, Non-Conduit Purchaser
Participant or Acquiring Purchaser Group (each, a “Transferee”) and any prospective Transferee any and all financial
information in such APA Bank’s or Non-Conduit Purchaser’s possession concerning ABRCF, the Collateral, the Administrator
and the Related Documents which has been delivered to such APA Bank by ABRCF or the Administrator in connection with such APA Bank’s
credit evaluation of ABRCF, the Collateral and the Administrator.


(h)          
Notwithstanding any other provision of this Supplement to the contrary, (i) any Non-Conduit Purchaser, any APA Bank or any Program Support
Provider may at any time pledge or grant a security interest in all or any portion of its rights under its Class A Note and this Supplement
to secure obligations of such Non-Conduit Purchaser, such APA Bank or such Program Support Provider to a Federal Reserve Bank or other
central bank and (ii) any CP Conduit Purchaser may at any time pledge or grant a security interest in all or any portion of its




    	 	117	 



     


    

rights
under the Class A Note held by its Funding Agent to any collateral trustee in order to comply with Rule 3a-7 under the Investment Company
Act or otherwise to secure obligations of such CP Conduit Purchaser under its Commercial Paper, in each case without notice to or consent
of the Administrative Agent, the Issuer or the Administrator; provided that no such pledge or grant of a security interest shall
release a Non-Conduit Purchaser, a CP Conduit Purchaser or an APA Bank from any of its obligations hereunder or substitute any such pledgee
or grantee for such Non-Conduit Purchaser, such CP Conduit Purchaser or such APA Bank as a party hereto.


Section
11.2.     Securities Law. Each Non-Conduit Purchaser, CP Conduit Purchaser, Committed Note Purchaser and APA Bank hereby represents and warrants to ABRCF
that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act and has
sufficient assets to bear the economic risk of, and sufficient knowledge and experience in financial and business matters to evaluate
the merits and risks of, its investment in a Series 2022-2 Note. Each Non-Conduit Purchaser, CP Conduit Purchaser, Committed Note Purchaser
and APA Bank agrees that its Series 2022-2 Note will be acquired for investment only and not with a view to any public distribution thereof,
and that such Non-Conduit Purchaser, CP Conduit Purchaser, Committed Note Purchaser and APA Bank will not offer to sell or otherwise
dispose of its Series 2022-2 Note (or any interest therein) in violation of any of the registration requirements of the Securities Act,
or any applicable state or other securities laws. Each Non-Conduit Purchaser, CP Conduit Purchaser, Committed Note Purchaser and APA
Bank acknowledges that it has no right to require ABRCF to register its Series 2022-2 Note under the Securities Act or any other securities
law. Each Non-Conduit Purchaser, CP Conduit Purchaser, Committed Note Purchaser and APA Bank hereby confirms and agrees that in connection
with any transfer by it of an interest in the Series 2022-2 Note, such Non-Conduit Purchaser, CP Conduit Purchaser, Committed Note Purchaser
or APA Bank has not engaged and will not engage in a general solicitation or general advertising including advertisements, articles,
notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar
or meeting whose attendees have been invited by any general solicitation or general advertising.


Section
11.3.     Adjustments; Set-off. (a)  If any member of a Purchaser Group (a “Benefited Purchaser Group”) shall at any time receive
in respect of its Purchaser Group Invested Amount any distribution of principal, interest, Commitment Fees or any interest thereon, or
receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off or otherwise) in a greater proportion than
any such distribution received by any other Purchaser Group, if any, in respect of such other Purchaser Group’s Purchaser Group
Invested Amount, or interest thereon, such Benefited Purchaser Group shall purchase for cash from the other Purchaser Group such portion
of such other Purchaser Group’s interest in the Series 2022-2 Notes, or shall provide such other Purchaser Group with the benefits
of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Purchaser Group to share the excess payment
or benefits of such collateral or proceeds ratably with the other Purchaser Group; provided, however, that if all or any
portion of such excess payment or benefits is thereafter recovered from such Benefited Purchaser Group, such purchase shall be rescinded,
and the purchase price and benefits returned, to the extent of such recovery, but without interest. ABRCF agrees that any Purchaser Group
so purchasing a portion of another Purchaser Group’s Purchaser Group Invested Amount may exercise all rights of payment (including,
without




    	 	118	 



     


    

limitation,
rights of set-off) with respect to such portion as fully as if such Purchaser Group were the direct holder of such portion.


(b)          
In addition to any rights and remedies of the Purchaser Groups provided by law, each member of a Purchaser Group shall have the right,
without prior notice to ABRCF, any such notice being expressly waived by ABRCF to the extent permitted by applicable law, upon any amount
becoming due and payable by ABRCF hereunder or under the Series 2022-2 Notes to set-off and appropriate and apply against any and all
deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims,
in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by
such Purchaser Group to or for the credit or the account of ABRCF. Each Non-Conduit Purchaser, CP Conduit Purchaser and APA Bank agrees
promptly to notify ABRCF, the Administrator and the Administrative Agent after any such set-off and application made by such CP Conduit
Purchaser or APA Bank; provided that the failure to give such notice shall not affect the validity of such set-off and application.


Section
11.4.     No Bankruptcy Petition (a)  Each of the Administrative Agent, the Non-Conduit Purchasers, the CP Conduit Purchasers, the Committed Note Purchasers,
the APA Banks and the Funding Agents hereby covenants and agrees that, prior to the date which is one year and one day after the later
of payment in full of all Series of Notes, it will not institute against, or join any other Person in instituting against, ABRCF any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other similar proceedings under any federal or state
bankruptcy or similar law.


(b)          
ABRCF, the Trustee, the Administrative Agent, the Administrator, each CP Conduit Purchaser, each Non-Conduit Purchaser, each Committed
Note Purchaser, each Funding Agent and each APA Bank hereby covenants and agrees that, prior to the date which is one year and one day
after the payment in full of all outstanding Commercial Paper issued by, or for the benefit of, a CP Conduit Purchaser, it will not institute
against, or join any other Person in instituting against, such CP Conduit Purchaser (or the Person issuing Commercial Paper for the benefit
of such CP Conduit Purchaser) any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other similar proceedings
under any federal or state bankruptcy or similar law.


(c)          
This covenant shall survive the termination of this Supplement and the Base Indenture and the payment of all amounts payable hereunder
and thereunder.


Section
11.5.     Limited Recourse (a)  Notwithstanding anything to the contrary contained herein, any obligations of each CP Conduit Purchaser hereunder
to any party hereto are solely the corporate or limited liability company obligations of such CP Conduit Purchaser and shall be payable
at such time as funds are received by or are available to such CP Conduit Purchaser in excess of funds necessary to pay in full all of
its outstanding Commercial Paper and, to the extent funds are not available to pay such obligations, the claims relating thereto shall
not constitute a claim against such CP Conduit Purchaser but shall continue to accrue. Each party hereto agrees that the payment of any
claim (as defined in Section 101 of Title 11 of the Bankruptcy Code) of any such party against a CP Conduit Purchaser shall be subordinated
to the payment in full of all of its Commercial Paper.




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(b)          
 No recourse under any obligation, covenant or agreement of any CP Conduit Purchaser contained herein shall be had against any incorporator,
stockholder, member, officer, director, employee or agent of such CP Conduit Purchaser, its administrative agent, the Funding Agent with
respect to such CP Conduit Purchaser or any of their Affiliates by the enforcement of any assessment or by any legal or equitable proceeding,
by virtue of any statute or otherwise; it being expressly agreed and understood that this Supplement is solely a corporate or limited
liability company obligation of such CP Conduit Purchaser individually, and that no personal liability whatever shall attach to or be
incurred by any incorporator, stockholder, member, officer, director, employee or agent of such CP Conduit Purchaser, its administrative
agent, the Funding Agent with respect to such CP Conduit Purchaser or any of its Affiliates (solely by virtue of such capacity) or any
of them under or by reason of any of the obligations, covenants or agreements of such CP Conduit Purchaser contained in this Supplement,
or implied therefrom, and that any and all personal liability for breaches by such CP Conduit Purchaser of any of such obligations, covenants
or agreements, either at common law or at equity, or by statute, rule or regulation, of every such incorporator, stockholder, member,
officer, director, employee or agent is hereby expressly waived as a condition of and in consideration for the execution of this Supplement;
provided that the foregoing shall not relieve any such Person from any liability it might otherwise have as a result of fraudulent
actions taken or omissions made by them. The provisions of this Section 11.5 shall survive termination of this Supplement.


Section
11.6.     Costs and Expenses. ABRCF agrees to pay on demand (x) all reasonable out-of-pocket costs and expenses of the Administrative Agent (including, without
limitation, reasonable fees and disbursements of counsel to the Administrative Agent) and of each Purchaser Group (including in connection
with the preparation, execution and delivery of this Supplement the reasonable fees and disbursements of one counsel, other than counsel
to the Administrative Agent, for all such Purchaser Groups) in connection with (i) the preparation, execution and delivery of this Supplement
and the other Related Documents and any amendments or waivers of, or consents under, any such documents (including the fees of any rating
agency to confirm the commercial paper rating of the related CP Conduit Purchaser) and (ii) the enforcement by the Administrative Agent,
any Non-Conduit Purchaser or any Funding Agent of the obligations and liabilities of ABRCF, the Lessors, the Lessees, the Permitted Sublessees,
the Intermediary and the Administrator under the Indenture, this Supplement, the other Related Documents or any related document and
all costs and expenses, if any (including reasonable counsel fees and expenses), in connection with the enforcement of this Supplement
and the other Related Documents and (y) all reasonable out of pocket costs and expenses of the Administrative Agent (including, without
limitation, reasonable fees and disbursements of counsel to the Administrative Agent) in connection with the administration of this Supplement
and the other Related Documents. Any payments made by ABRCF pursuant to this Section 11.6 shall be made solely from funds available in
the Series 2022-2 Distribution Account for the payment of Article VII Costs, shall be non-recourse other than with respect to such funds,
and shall not constitute a claim against ABRCF to the extent that insufficient funds exist to make such payment. The agreements in this
Section shall survive the termination of this Supplement and the Base Indenture and the payment of all amounts payable hereunder and
thereunder.


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




    	 	120	 



     


    

 


	Exhibit A:	Forms of Variable Funding Note
	Exhibit A-1:	Form of Variable Funding Note, Class A
	Exhibit A-2:	Form of Variable Funding Note, Class R
	Exhibit B:	Form of Increase Notice
	Exhibit C:	Form of Consent
	Exhibit D:	Form of Series 2022-2 Demand Note
	Exhibit E:	Form of Multi-Series Letter of Credit
	Exhibit F:	Form of Lease Payment Deficit Notice
	Exhibit G:	Form of Demand Notice
	Exhibit H:	Form of Transfer Supplement
	Exhibit I-1:	Form of Purchaser Group Supplement (Transfer)
	Exhibit I-2	Form of Purchaser Group Supplement (Additional Purchaser
    Group)
	Exhibit J:	Form of Supplemental Indenture No. 4 to the Base Indenture
	Exhibit K:	Form of Amendment to the Master Exchange Agreement
	Exhibit L:	Form of Amendment to the AESOP I Operating Lease
	Exhibit M:	Form of Amendment to the Finance Lease
	Exhibit N:	Form of Amendment to the AESOP I Operating Lease Loan
    Agreement
	Exhibit O:	Form of Amendment to the AESOP I Finance Lease Loan
    Agreement
	Exhibit P:	Form of Class R Supplement
	Exhibit Q:	Form of Amendment to the Escrow Agreement
	Exhibit R:	Form of Amendment to Administration Agreement
	Exhibit S:	Form of Amendment to the AESOP II Operating Lease


Section
11.8.     Ratification of Base Indenture. As supplemented by this Supplement, the Base Indenture is in all respects ratified and confirmed and the Base Indenture
as so supplemented by this Supplement shall be read, taken, and construed as one and the same instrument.


Section
11.9.     Counterparts. This Supplement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all of
such counterparts shall together constitute but one and the same instrument. Delivery of an executed counterpart of a signature page
to this Supplement by facsimile or electronic mail in a “pdf” file shall be effective as delivery of a manually executed
counterpart of this Supplement. The parties agree that this Supplement may be executed and delivered by electronic signatures and that
the signatures appearing on this Supplement are the same as handwritten signatures for the purposes of validity, enforceability and admissibility.
The words “execution,” “signed,” “signature,” “delivery,” and words of like import in
or relating to this Supplement or any document to be signed in connection with this Supplement shall be deemed to include electronic
signatures, deliveries or the keeping of records in electronic form. Any document accepted, executed or agreed to in conformity with
such laws will be binding on all parties hereto to the same extent as if it were physically executed and each party hereby consents to
the use of any




    	 	121	 



     


    

third
party electronic signature capture service providers as may be reasonably chosen by a signatory hereto.


Section
11.10.     Governing Law. This Supplement shall be construed in accordance with the law of the State of New York, and the obligations, rights and remedies of the parties
hereto shall be determined in accordance with such law.


Section
11.11.     Amendments. This Supplement may be modified or amended from time to time in accordance with the terms of the Base Indenture; provided, however, that if,
pursuant to the terms of the Base Indenture or this Supplement, the consent of the Required Noteholders is required for an amendment
or modification of this Supplement, such requirement shall be satisfied if such amendment or modification is consented to by the Requisite
Noteholders and the Class R Noteholders; provided, further, that any amendment that would materially and adversely affect
any Series 2022-2 Noteholder shall also require that Standard & Poor’s has confirmed that such amendment shall not result in
a withdrawal or downgrade of the rating of the Commercial Paper issued by, or for the benefit of, any CP Conduit Purchaser whose Commercial
Paper is rated by Standard & Poor’s at the time of such amendment; provided, further, that notwithstanding any
of the foregoing to the contrary, the Administrative Agent and ABRCF shall have the ability to replace the Benchmark with a Benchmark
Replacement and the Administrative Agent and ABRCF shall have the ability to make any related Benchmark Replacement Conforming Changes
in accordance with the terms of Section 7.4.


Section
11.12.     Discharge of Indenture. Notwithstanding anything to the contrary contained in the Base Indenture, no discharge of the Indenture pursuant to Section 11.1(b) of the Base Indenture
will be effective as to the Series 2022-2 Notes without the consent of the Requisite Noteholders and the Class R Noteholders.


Section
11.13.     Capitalization of ABRCF. ABRCF agrees that on the Series 2022-2 Closing Date and on the date of any increase in the Series 2022-2 Maximum Invested Amount it will have
capitalization in an amount equal to or greater than 3% of the sum of (x) the Series 2022-2 Maximum Invested Amount and (y) the invested
amount of each other Series of Notes outstanding on such date.


Section
11.14.     Series 2022-2 Demand Notes. Other than pursuant to a demand thereon pursuant to Section 3.5, ABRCF shall not reduce the amount of the Series 2022-2 Demand Notes or
forgive amounts payable thereunder so that the outstanding principal amount of the Series 2022-2 Demand Notes after such reduction or
forgiveness is less than the Series 2022-2 Allocated Multi-Series Letter of Credit Liquidity Amount. ABRCF shall not agree to any amendment
of the Series 2022-2 Demand Notes without the consent of the Requisite Noteholders and without first satisfying the Rating Agency Confirmation
Condition and the Rating Agency Consent Condition.


Section
11.15.     Termination of Supplement. This Supplement shall cease to be of further effect when all outstanding Series 2022-2 Notes theretofore authenticated and issued have been
delivered (other than destroyed, lost, or stolen Series 2022-2 Notes which have been replaced or paid) to the Trustee for cancellation
and ABRCF has paid all sums payable hereunder and, if the Series 2022-2 Demand Note Payment Amount on the Multi-Series Letter of




    	 	122	 



     


    

Credit
Termination Date was greater than zero, the Series 2022-2 Cash Collateral Account Surplus shall equal zero, the Demand Note Preference
Payment Amount shall have been reduced to zero and all amounts have been withdrawn from the Series 2022-2 Cash Collateral Account in
accordance with Section 3.8(h).


Section
11.16.     Collateral Representations and Warranties of ABRCF. ABRCF hereby represents and warrants to the Trustee, the Administrative Agent, each Funding Agent, each Purchaser
Group and each Committed Note Purchaser that:


(a)          the
Base Indenture creates a valid and continuing security interest (as defined in the applicable UCC) in the Collateral in favor of the
Trustee for the benefit of the Noteholders, which security interest is prior to all other liens, and is enforceable as such as against
creditors of and purchasers from ABRCF. This Supplement will create a valid and continuing security interest (as defined in the applicable
UCC) in the Series 2022-2 Collateral in favor of the Trustee for the benefit of the Series 2022-2 Noteholders, which security interest
is prior to all other liens, and is enforceable as such as against creditors of and purchasers from ABRCF.


(b)          The
Collateral and the Series 2022-2 Collateral (in each case, other than the Vehicles) consist of “instruments,” “general
intangibles” and “deposit accounts” within the meaning of the applicable UCC.


(c)          ABRCF
owns and has good and marketable title to the Collateral and the Series 2022-2 Collateral free and clear of any lien, claim or encumbrance
of any Person.


(d)          With
respect to the portion of the Collateral that consists of instruments, all original executed copies of each instrument that constitute
or evidence part of the Collateral have been delivered to the Trustee. None of the instruments that constitute or evidence the Collateral
have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Trustee.


(e)          With
respect to the portion of the Collateral that consists of general intangibles, ABRCF has caused the filing of all appropriate financing
statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest
in the Collateral granted to the Trustee under the Base Indenture.


(f)          With
respect to the portion of the Collateral and the Series 2022-2 Collateral that consists of deposit or securities accounts maintained
with a bank other than the Trustee (collectively, the “Bank Accounts”), ABRCF has delivered to the Trustee a fully
executed agreement pursuant to which the bank maintaining the Bank Accounts has agreed to comply with all instructions originated by
the Trustee directing disposition of the funds in the Bank Accounts without further consent by ABRCF. The Bank Accounts are not in the
name of any person other than ABRCF or the Trustee. ABRCF has not consented to the bank maintaining the Bank Accounts to comply with
instructions of any person other than the Trustee.




    	 	123	 



     


    

(g)          Other
than the security interest granted to the Trustee under the Base Indenture and this Supplement, ABRCF has not pledged, assigned, sold,
granted a security interest in, or otherwise conveyed any of the Collateral or the Series 2022-2 Collateral. ABRCF has not authorized
the filing of and is not aware of any financing statements against ABRCF that includes a description of collateral covering the Collateral
other than any financing statement under the Base Indenture or that has been terminated. ABRCF is not aware of any judgment or tax lien
filings against ABRCF.


(h)          ABRCF
has not authorized the filing of and is not aware of any financing statements against ABRCF that include a description of collateral
covering the Collateral other than any financing statements (i) relating to the security interest granted to the Trustee in the Base
Indenture or (ii) that has been terminated.


Section
11.17.     No Waiver; Cumulative Remedies. No failure to exercise and no delay in exercising, on the part of the Trustee, the Administrative Agent, any Non-Conduit Purchaser, any
Funding Agent, any CP Conduit Purchaser or any APA Bank, any right, remedy, power or privilege hereunder shall operate as a waiver thereof;
nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof
or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative
and not exhaustive of any rights, remedies, powers and privileges provided by law.


Section
11.18.     Waiver of Setoff. Notwithstanding any other provision of this Supplement or any other agreement to the contrary, all payments to the Administrative Agent, the Non-Conduit
Purchasers, the Funding Agents, the CP Conduit Purchasers and the APA Banks hereunder shall be made without set-off or counterclaim.


Section
11.19.     Notices. All notices, requests, instructions and demands to or upon any party hereto to be effective shall be given (i) in the case of ABRCF, the Administrator and the
Trustee, in the manner set forth in Section 13.1 of the Base Indenture and (ii) in the case of the Administrative Agent, the Non-Conduit
Purchasers, the Committed Note Purchaser, the CP Conduit Purchasers, the APA Banks and the Funding Agents, in writing, and, unless otherwise
expressly provided herein, shall be deemed to have been duly given or made when delivered by hand or three days after being deposited
in the mail, postage prepaid, in the case of facsimile or electronic mail notice, when received, or in the case of overnight air courier,
one Business Day after the date such notice is delivered to such overnight courier, addressed as follows in the case of the Administrative
Agent and to the addresses therefor set forth in Schedule I, in the case of the Non-Conduit Purchasers, the Committed Note Purchaser,
the CP Conduit Purchasers, the APA Banks and the Funding Agents; or to such other address as may be hereafter notified by the respective
parties hereto:





	 	Administrative Agent:
	 	 
	 	JPMorgan
Chase Bank, N.A.

      c/o
JPMorgan Securities LLC

      10
South Dearborn - 7th Floor

      Chicago, IL 60670

      Attention:
Asset-Backed Finance

      Fax
(312) 732-1844






 



    	 	124	 



     


    









Section
11.20.     Confidential Information. (a) The Trustee and each Series 2022-2 Noteholder will maintain the confidentiality of all Confidential Information in accordance with procedures
adopted by the Trustee or such Series 2022-2 Noteholder in good faith to protect Confidential Information of third parties delivered
to such Person; provided, that such Person may deliver or disclose Confidential Information to: (i) such Person’s directors,
trustees, officers, employees, agents, attorneys, independent or internal auditors and affiliates who agree to hold confidential the
Confidential Information substantially in accordance with the terms of this Section 11.20; (ii) (x) such Person’s financial advisors
and other professional advisors or (y) in the case of a CP Conduit Purchaser (or any administrative agent on its behalf), any collateral
trustee appointed by such CP Conduit Purchaser in order to comply with Rule 3a-7 under the Investment Company Act, in each case, who
agree to hold confidential the Confidential Information substantially in accordance with the terms of this Section 11.20; (iii) any
other Series 2022-2 Noteholder; (iv) any Person of the type that would be, to such Person’s knowledge, permitted to acquire Series
2022-2 Notes in accordance with the requirements of the Indenture to which such Person sells or offers to sell any such Series 2022-2
Note or any part thereof or any participation therein and that agrees to hold confidential the Confidential Information substantially
in accordance with this Section 11.20 (or in accordance with such other confidentiality procedures as are acceptable to ABRCF); (v) any
federal or state or other regulatory, governmental or judicial authority having jurisdiction over such Person; (vi) the National Association
of Insurance Commissioners or any similar organization, or any nationally recognized rating agency that requires access to information
about the investment portfolio of such Person, (vii) any reinsurers or liquidity or credit providers that agree to hold confidential
the Confidential Information substantially in accordance with this Section 11.20 (or in accordance with such other confidentiality procedures
as are acceptable to ABRCF); (viii) any Person acting as a placement agent or dealer with respect to any commercial paper (provided that
any Confidential Information provided to any such placement agent or dealer does not reveal the identity of ABG or any of its Affiliates);
(ix) any other Person with the consent of ABRCF; or (x) any other Person to which such delivery or disclosure may be necessary or appropriate
(A) to effect compliance with any law, rule, regulation, statute or order applicable to such Person, (B) in response to any subpoena
or other legal process upon prior notice to ABRCF (unless prohibited by applicable law, rule, order or decree or other requirement having
the force of law), (C) in connection with any litigation to which such Person is a party upon prior notice to ABRCF (unless prohibited
by applicable law, rule, order or decree or other requirement having the force of law) or (D) if an Amortization Event with respect
to the Series 2022-2 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 2022-2 Notes, the
Indenture or any other Related Document; and provided, further, however, that delivery to Series 2022-2 Noteholders
of any report or information required by the terms of the Indenture to be provided to Series 2022-2 Noteholders shall not be a violation
of this Section 11.20. Each Series 2022-2 Noteholder agrees, except as set forth in clauses (v), (vi) and (x) above, that it shall use
the Confidential Information for the sole purpose of making an investment in the Series 2022-2 Notes or administering its investment
in the Series 2022-2 Notes. In the event of any required disclosure of the Confidential Information by such




    	 	125	 



     


    

Series
2022-2 Noteholder, such Series 2022-2 Noteholder agrees to use reasonable efforts to protect the confidentiality of the Confidential
Information. Each Series 2022-2 Noteholder, by its acceptance of a Series 2022-2 Note, will be deemed to have agreed to be bound by and
to be entitled to the benefits of this Section 11.20.


(b)          For
the purposes of this Section 11.20, “Confidential Information” means information delivered to the Trustee or any Series 2022-2
Noteholder by or on behalf of ABRCF in connection with and relating to the transactions contemplated by or otherwise pursuant to the
Indenture and the Related Documents; provided, that such term does not include information that: (i) was publicly known or otherwise
known to the Trustee or such Series 2022-2 Noteholder prior to the time of such disclosure; (ii) subsequently becomes publicly known
through no act or omission by the Trustee, any Series 2022-2 Noteholder or any person acting on behalf of the Trustee or any Series 2022-2
Noteholder; (iii) otherwise is known or becomes known to the Trustee or any Series 2022-2 Noteholder other than (x) through disclosure
by ABRCF or (y) as a result of the breach of a fiduciary duty to ABRCF or a contractual duty to ABRCF; or (iv) is allowed to be treated
as non-confidential by consent of ABRCF.


Section
11.21.     Information. (a) The Trustee shall promptly provide to the Administrative Agent a copy of each notice, opinion of counsel, certificate or other item delivered
to, or required to be provided by, the Trustee pursuant to this Supplement or any other Related Document.


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


Section
11.22.     Waiver of Jury Trial, etc. EACH OF THE PARTIES HERETO HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES (TO THE EXTENT PERMITTED BY APPLICABLE LAW) ANY RIGHTS IT
MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS SUPPLEMENT,
THE SERIES 2022-2 NOTES OR ANY OTHER SERIES 2022-2 DOCUMENTS, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR
WRITTEN), OR ACTIONS OF THE PARTIES HERETO. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE PARTIES HERETO TO ENTER INTO THIS SUPPLEMENT.


Section
11.23.     Submission to Jurisdiction. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY SUBMITS (TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW) TO THE NON-EXCLUSIVE JURISDICTION
OF ANY NEW YORK STATE OR FEDERAL COURT SITTING IN THE BOROUGH OF MANHATTAN, NEW YORK CITY, STATE OF NEW YORK, OVER ANY ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENT, THE SERIES 2022-2 NOTES OR ANY OTHER SERIES 2022-2 DOCUMENT AND EACH OF THE
PARTIES HERETO HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION




    	 	126	 



     


    

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 2022-2 NOTES OR ANY OTHER SERIES 2022-2 DOCUMENT IN
ANY OTHER COUNTRY, STATE OR PLACE HAVING JURISDICTION OVER SUCH ACTION OR PROCEEDING.


Section
11.24.     Consent to Certain Amendments. Each Series 2022-2 Noteholder, by executing this Supplement, hereby agrees and consents to (i) the execution by ABRCF of a Supplemental
Indenture to the Base Indenture substantially in the form of Exhibit J hereto, (ii) the execution of an amendment to the
Master Exchange Agreement substantially in the form of Exhibit K hereto, (iii) the execution of an amendment to the AESOP I Operating
Lease in the form of Exhibit L hereto, (iv) the execution of an amendment to the Finance Lease in the form of Exhibit M
hereto, (v) the execution of an amendment to the AESOP I Operating Lease Loan Agreement in the form of Exhibit N hereto, (vi)
the execution of an amendment to the AESOP I Finance Lease Loan Agreement in the form of Exhibit O hereto, (vii) the execution
of an amendment to the Escrow Agreement in the form of Exhibit Q hereto, (viii) the execution of an amendment to the Administration
Agreement in the form of Exhibit R hereto and (ix) the execution of an amendment to the AESOP II Operating Lease substantially
in the form of Exhibit S hereto. Such agreement and consent will apply to each proposed amendment set forth in Exhibits J,
K, L, M, N, O, Q, R and S individually, and the failure to adopt any of the amendments
set forth therein will not revoke the agreement and consent with respect to any other amendment.


Section
11.25.     U.S. Patriot Act Notice. Each Funding Agent and Non-Conduit Purchaser that is subject to the requirements of the U.S. Patriot Act (Title III of Pub.: 107-56 (the “Patriot
Act”) hereby notifies ABRCF that, pursuant to Section 326 thereof, it is required to obtain, verify and record information
that identifies ABRCF, including the name and address of ABRCF and other information allowing such Funding Agent and Non-Conduit Purchaser
to identify ABRCF in accordance with the Patriot Act.


Section
11.26.     Acknowledgement Regarding Any Supported QFCs. (a) To the extent that the Related Documents provide support, through a guarantee or otherwise, for any Swap Agreement
or any other agreement or instrument that is a QFC (such support, “QFC Credit Support”, and each such QFC, a “Supported
QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation
under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Act (together with the regulations promulgated thereunder, the
“U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below
applicable notwithstanding that the Related Documents and any Supported QFC may in fact be stated to be governed by the




    	 	127	 



     


    

laws
of the State of New York and/or of the United States or any other state of the United States):


(b)          In the event a Covered Entity that
is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution
Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such
Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such
Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the
Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the
United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject
to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Related Documents that might otherwise apply to such
Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater
extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Transaction
Documents were governed by the laws of the United States or a state of the United States.


(b)          As
used in this Section 11.26, the following terms have the following meanings:


“BHC
Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with,
12 U.S.C. 1841(k)) of such party.


“Covered
Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance
with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with,
12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with,
12 C.F.R. § 382.2(b).


“Default
Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81,
47.2 or 382.1, as applicable.


“QFC”
has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C.
5390(c)(8)(D).


Section
11.27.     Acknowledgement and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary in this Supplement, in any Related Document or in
any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Affected
Financial Institution arising under this Supplement or any Related Document may be subject to the Write-Down and Conversion Powers of
the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:



    	 	128	 



     


    




(a)
the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder
which may be payable to it by any party hereto that is an Affected Financial Institution; and


(b)
the effects of any Bail-In Action on any such liability, including, if applicable:


(i)          a
reduction in full or in part or cancellation of any such liability;


(ii)         a
conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution,
its parent entity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments
of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document;
or


(iii)        the
variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of the applicable Resolution
Authority.




    	 	129	 



     


    

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


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



 


 






     


     


    

 





	 	THE
BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee and Series 2022-2 Agent	 
	 	 	 
	 	By:	/s/ Mitchell L. Brumwell	 
	 	 	Name: Mitchell L. Brumwell	 
	 	 	Title: Vice President	 



 


 






     


     


    

 





	 	JPMORGAN
CHASE BANK, N.A., as Administrative Agent	 
	 	 	 
	 	By:	/s/  Catherine V. Frank	 
	 	 	Name:  Catherine V. Frank	 
	 	 	Title:  Managing Director	 



 


 






     


     


    

 





AGREED, ACKNOWLEDGED
AND CONSENTED:


 


 


	STARBIRD
FUNDING CORPORATION,

as a CP Conduit Purchaser under the Series

2022-2 Supplement	 
	 	 
	By:	/s/ David V. DeAngelis	 
	 	Name: David V. DeAngelis	 
	 	Title: Vice President	 



 








	BNP
PARIBAS,

as a Funding Agent and an APA Bank under

the Series 2022-2 Supplement	 
	 	 
	By:	/s/ Chris Fukuoka	 
	 	Name: Chris Fukuoka	 
	 	Title: Director	 



 








	By:	/s/ Advait Joshi	 
	 	Name: Advait Joshi	 
	 	Title: Director	 



 


 






     


     


    

 


	JUPITER
SECURITIZATION COMPANY LLC,

as a CP Conduit Purchaser under the Series

2022-2 Supplement	 
	 	 
	By:	/s/ Catherine V. Frank	 
	 	Name: Catherine V. Frank	 
	 	Title: Managing Director	 



 


 





	JPMORGAN
CHASE BANK, N.A.

as a Funding Agent under the Series

2022-2 Supplement	 
	 	 
	By:	/s/ Catherine V. Frank	 
	 	Name: Catherine V. Frank	 
	 	Title: Managing Director	 



 


 








	JPMORGAN
CHASE BANK, N.A.

as an APA Bank under the Series 2022-2

Supplement	 
	 	 
	By:	/s/ Catherine V. Frank	 
	 	Name: Catherine V. Frank	 
	 	Title: Managing Director	 



 


 






     


     


    

 



	THUNDER
BAY FUNDING, LLC,

as a CP Conduit Purchaser under the Series

2022-2 Supplement	 
	 	 
	By:	/s/ Kevin P. Wilson	 
	 	Name: Kevin P. Wilson	 
	 	Title: Authorized Signatory	 



 


 



	ROYAL
BANK OF CANADA,

as a Funding Agent and an APA Bank under the Series

2022-2 Supplement	 
	 	 
	By:	/s/ Kevin P. Wilson	 
	 	Name: Kevin P. Wilson	 
	 	Title: Authorized Signatory	 



 








	By:	/s/ Lisa Wang	 
	 	Name: Lisa Wang	 
	 	Title: Authorized Signatory	 



 


 






     


     


    

 







	Bank
of America, National Association,

as a Non-Conduit Purchaser under the Series

2022-2 Supplement	 
	 	 
	By:	/s/ Andrew Estes	 
	 	Name: Andrew Estes	 
	 	Title: Director	 



 


 






     


     


    

 


TRUIST
BANK,


as
a Non-Conduit Purchaser under the Series


2022-2 Supplement











	 	 
	By:	/s/ Vivek Saraswat	 
	 	Name: Vivek Saraswat	 
	 	Title: Senior Vice President	 



 


 






     


     


    

 










	AESOP
LEASING, L.P.,

                    as
a Committed Note Purchaser under the Series 2022-2 Supplement

	 
	 	 
	By:	/s/ David Calabria	 
	 	Name: David Calabria	 
	 	Title: Senior Vice President and Treasurer	 



 


 






     


     


    

 










	AVIS
BUDGET CAR RENTAL, LLC,

                    as Administrator

	 
	 	 
	By:	/s/ David Calabria	 
	 	Name: David Calabria	 
	 	Title: Senior Vice President and Treasurer	 



 


 






     


     


    

 





SCHEDULE
I TO SERIES 2022-2 SUPPLEMENT


CP
Conduit Purchaser Groups


	 	CP
    Conduit	APA
    Bank	Funding
    Agent	APA
    Bank Percentage	Maximum
    

    Purchaser Group 

    Invested Amount	Conduit
    Type	Purchased

    Percentage
	1.    	Starbird
    Funding Corporation	BNP
    Paribas	BNP
    Paribas	100%	$150,000,000	Pooled
    Funding Conduit Purchaser	18.75%
	2.    	Jupiter
    Securitization Company LLC	JPMorgan
    Chase Bank, N.A.	JPMorgan
    Chase Bank, N.A.	100%	$200,000,000	Pooled
    Funding Conduit Purchaser	25.00%
	3.    	Thunder
    Bay Funding, LLC	Royal
    Bank of Canada	Royal
    Bank of Canada	100%	$150,000,000	Pooled
    Funding Conduit Purchaser	18.75%



 


 



     


     


    

Non-Conduit
Purchasers


 


	 	Non-Conduit
                                            Purchaser
	Maximum
                                            Purchaser Group Invested Amount
	Purchased
                                            Percentage

	1.	Bank
    of America, National Association	$150,000,000	18.75%
	2.	Truist
    Bank	$150,000,000	18.75%



 


 



     


     


    

Committed
Note Purchasers


 


	 	Committed
                                            Note Purchaser
	Class
                                            R Maximum Invested Amount
	Purchased
                                            Percentage

	1.    	AESOP
    Leasing, L.P.	$48,000,000
    (or such higher amount as provided in accordance with Section 2.6(a) herein)	100.00%