EXHIBIT
10.1


 


 


EXECUTION
VERSION


 



 


 


AVIS
BUDGET RENTAL CAR FUNDING (AESOP) LLC,

as Issuer


and


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

as Trustee and Series 2022-5 Agent


_____________________


SERIES
2022-5 SUPPLEMENT

dated as of


November
29, 2022


to


SECOND
AMENDED AND RESTATED BASE INDENTURE

dated as of June 3, 2004


_____________________


 


 


Series
2022-5 6.12% Rental Car Asset Backed Notes, Class A


Series
2022-5 7.09% Rental Car Asset Backed Notes, Class B


Series
2022-5 9.27% Rental Car Asset Backed Notes, Class C


Series
2022-5 11.162% Rental Car Asset Backed Notes, Class R


 


 




    	 	 	 



     


    

TABLE OF CONTENTS


 


Page


	ARTICLE I DEFINITIONS	 2
	 	 
	ARTICLE II SERIES 2022-5 ALLOCATIONS	 27
	 	 
	Section 2.1.	Establishment of Series 2022-5 Collection Account, Series 2022-5 Excess Collection Account and Series 2022-5 Accrued Interest Account	 27
	Section 2.2.	Allocations with Respect to the Series 2022-5 Notes	 27
	Section 2.3.	Payments to Noteholders	 32
	Section 2.4.	Payment of Note Interest	 35
	Section 2.5.	Payment of Note Principal	 36
	Section 2.6.	Administrator’s Failure to Instruct the Trustee to Make a Deposit, Draw or Payment	 41
	Section 2.7.	Series 2022-5 Reserve Account	 41
	Section 2.8.	Multi-Series Letters of Credit and Series 2022-5 Cash Collateral Account	 43
	Section 2.9.	Series 2022-5 Distribution Account	 48
	Section 2.10.	Series 2022-5 Accounts Permitted Investments	 49
	Section 2.11.	Series 2022-5 Demand Notes Constitute Additional Collateral for Series 2022-5 Senior Notes	 50
	Section 2.12.	Subordination of the Class B Notes, Class C Notes, Class D Notes and the Class R Notes	 50
	 	 	
	ARTICLE III AMORTIZATION EVENTS	 52
	 	
	ARTICLE IV FORM OF SERIES 2022-5 NOTES	 53
	 	
	Section 4.1.	Restricted Global Series 2022-5 Notes	 53
	Section 4.2.	Temporary Global Series 2022-5 Notes; Permanent Global Series 2022-5 Notes	 53
	 	 	 
	ARTICLE V GENERAL	 54
	 	 
	Section 5.1.	Optional Repurchase	 54
	Section 5.2.	Information	 54
	Section 5.3.	Exhibits	 55
	Section 5.4.	Ratification of Base Indenture	 55
	Section 5.5.	Counterparts	 55
	Section 5.6.	Governing Law	 55
	Section 5.7.	Amendments	 56
	Section 5.8.	Discharge of Base Indenture	 56
	Section 5.9.	Notice to Rating Agencies	 56
	Section 5.10.	Capitalization of ABRCF	 56
	Section 5.11.	Required Noteholders	 56
	Section 5.12.	Series 2022-5 Demand Notes	 57
	Section 5.13.	Termination of Supplement	 57
	Section 5.14.	Noteholder Consent to Certain Amendments	 57
	Section 5.15.	Issuance of Class D Notes and Additional Class R Notes	 57
	Section 5.16.	Confidential Information	 60
	Section 5.17.	[RESERVED]	 61
	Section 5.18.	Further Limitation of Liability	 61
	Section 5.19.	Series 2022-5 Agent	 61
	Section 5.20.	Force Majeure	 61
	Section 5.21.	Waiver of Jury Trial, etc	 62
	Section 5.22.	Submission to Jurisdiction	 62
	Section 5.23.	Additional Terms of the Series 2022-5 Notes.	 62



 






    	 	 	 



     


    




SERIES
2022-5 SUPPLEMENT, dated as of November 29, 2022 (this “Supplement”), among AVIS BUDGET RENTAL CAR FUNDING (AESOP)
LLC, a special purpose limited liability company established under the laws of Delaware (“ABRCF”), The
Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York), a limited purpose national banking association
with trust powers, as trustee (in such capacity, and together with its successors in trust thereunder as provided in the Base Indenture
referred to below, the “Trustee”), and The Bank of New York Mellon Trust Company,
N.A. (formerly known as The Bank of New York), as agent (in such capacity, the “Series 2022-5 Agent”) for the
benefit of the Series 2022-5 Noteholders, to the Second Amended and Restated Base Indenture, dated as of June 3, 2004, between ABRCF
and the Trustee (as amended, modified or supplemented from time to time, exclusive of Supplements creating a new Series of Notes, the
“Base Indenture”).


PRELIMINARY
STATEMENT


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


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 Supplement, and such Series of Notes shall be
designated generally as the “Series 2022-5 Rental Car Asset Backed Notes”. The Series 2022-5 Notes shall be issued in up
to five Classes, the first of which shall be known as the “Class A Notes”, the second of which shall be known as the “Class
B Notes”, the third of which shall be known as the “Class C Notes”, the fourth of which shall be known as the “Class
R Notes” and the fifth of which, if issued, shall be known as the “Class D Notes”.


On
the Series 2022-5 Closing Date, ABRCF shall issue (i) one tranche of Class A Notes, which shall be designated as the “Series 2022-5
6.12% Rental Car Asset Backed Notes, Class A”, (ii) one tranche of Class B Notes, which shall be designated as the “Series
2022-5 7.09% Rental Car Asset Backed Notes, Class B”, (iii) one tranche of Class C Notes, which shall be designated as the “Series
2022-5 9.27% Rental Car Asset Backed Notes, Class C” and (iv) one tranche of Class R Notes, which shall be designated the
“Series 2022-5 11.162% Rental Car Asset Backed Notes, Class R”.


Subsequent
to the Series 2022-5 Closing Date, ABRCF may on any date during the Series 2022-5 Revolving Period offer and sell additional Series 2022-5
Notes subject to the conditions set forth in Section 5.15. Such additional Series 2022-5 Notes, if issued, shall be designated as the
“Series 2022-5 Rental Car Asset Backed Notes, Class D” and shall be referred to herein as the “Class D Notes”.


The
Class A Notes, Class B Notes, Class C Notes, Class D Notes, if issued, and Class R Notes collectively, constitute the Series 2022-5 Notes.
The Class B Notes shall be




    	 		 



     


    

subordinated
in right of payment to the Class A Notes, to the extent set forth herein. The Class C Notes shall be subordinated in right of payment
to the Class A Notes and Class B Notes, to the extent set forth herein. The Class D Notes, if issued, shall be subordinated in right
of payment to the Class A Notes, Class B Notes and Class C Notes, to the extent set forth herein. The Class R Notes shall be subordinated
to the Class A Notes, the Class B Notes, the Class C Notes and (if issued) the Class D Notes.


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


The
Series 2022-5 Notes are a non-Segregated Series of Notes (as more fully described in the Base Indenture). Accordingly, all references
in this Supplement to “all” Series of Notes (and all references in this Supplement to terms defined in the Base Indenture
that contain references to “all” Series of Notes) shall refer to all Series of Notes other than Segregated Series of Notes.


ARTICLE
I



DEFINITIONS


(a)     All
capitalized terms not otherwise defined herein are defined in the Definitions List attached to the Base Indenture as Schedule I thereto.
All Article, Section, Subsection or Exhibit references herein shall refer to Articles, Sections, Subsections or Exhibits of this Supplement,
except as otherwise provided herein. Unless otherwise stated herein, as the context otherwise requires or if such term is otherwise defined
in the Base Indenture, each capitalized term used or defined herein shall relate only to the Series 2022-5 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 2022-5 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”
means Avis Budget Car Rental, LLC.


“Additional
Class R Notes” has the meaning set forth in Section 5.15.


“Additional
Notes Closing Date” has the meaning set forth in Section 5.15.


“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.




    	 	2	 



     


    

“Applicable
Distribution Date” means each Distribution Date occurring after the later of (i) the Optional Repurchase Distribution Date
and (ii) the first Distribution Date occurring during the Series 2022-5 Controlled Amortization Period.


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


“Certificate
of Lease Deficit Demand” means a certificate substantially in the form of Annex A to 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.


“Class”
means a class of the Series 2022-5 Notes, which may be the Class A Notes, the Class B Notes, the Class C Notes, the Class D Notes (if
issued) or the Class R Notes.


“Class
A Carryover Controlled Amortization Amount” means, with respect to any Related Month during the Series 2022-5 Controlled Amortization
Period, the amount, if any, by which the portion of the Monthly Total Principal Allocation paid to the Class A Noteholders pursuant to
Section 2.5(e)(i) for the previous Related Month was less than the Class A Controlled Distribution Amount for the previous Related Month;
provided, however, that for the first Related Month in the Series 2022-5 Controlled Amortization Period, the Class A Carryover
Controlled Amortization Amount shall be zero.


“Class
A Controlled Amortization Amount” means, (i) with respect to any Related Month during the Series 2022-5 Controlled Amortization
Period other than the Related Month immediately preceding the Series 2022-5 Expected Final Distribution Date, $72,350,833.33 and (ii)
with respect to the Related Month immediately preceding the Series 2022-5 Expected Final Distribution Date, $72,350,833.35.


“Class
A Controlled Distribution Amount” means, with respect to any Related Month during the Series 2022-5 Controlled Amortization
Period, an amount equal to the sum of the Class A Controlled Amortization Amount and any Class A Carryover Controlled Amortization Amount
for such Related Month.


“Class
A Initial Invested Amount” means the aggregate initial principal amount of the Class A Notes, which is $434,105,000.


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




    	 	3	 



     


    

“Class
A Monthly Interest” means, with respect to (i) the initial Series 2022-5 Interest Period, an amount equal to $1,549,754.85
and (ii) any other Series 2022-5 Interest Period, an amount equal to the product of (A) one-twelfth of the Class A Note Rate and (B)
the Class A Invested Amount on the first day of such Series 2022-5 Interest Period, after giving effect to any principal payments made
on such date.


“Class
A Note” means any one of the Series 2022-5 6.12% Rental Car Asset Backed Notes, Class A, executed by ABRCF and authenticated
by or on behalf of the Trustee, substantially in the form of Exhibit A-1, Exhibit A-2 or Exhibit A-3. Definitive
Class A Notes shall have such insertions and deletions as are necessary to give effect to the provisions of Section 2.18 of the Base
Indenture.


“Class
A Note Rate” means 6.12% per annum.


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


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


“Class
B Carryover Controlled Amortization Amount” means, with respect to any Related Month during the Series 2022-5 Controlled Amortization
Period, the amount, if any, by which the portion of the Monthly Total Principal Allocation paid to the Class B Noteholders pursuant to
Section 2.5(e)(ii) for the previous Related Month was less than the Class B Controlled Distribution Amount for the previous Related Month;
provided, however, that for the first Related Month in the Series 2022-5 Controlled Amortization Period, the Class B Carryover
Controlled Amortization Amount shall be zero.


“Class
B Controlled Amortization Amount” means, with respect to any Related Month during the Series 2022-5 Controlled Amortization
Period, $11,060,000.00.


“Class
B Controlled Distribution Amount” means, with respect to any Related Month during the Series 2022-5 Controlled Amortization
Period, an amount equal to the sum of the Class B Controlled Amortization Amount and any Class B Carryover Controlled Amortization Amount
for such Related Month.


“Class
B Initial Invested Amount” means the aggregate initial principal amount of the Class B Notes, which is $66,360,000.


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


“Class
B Monthly Interest” means, with respect to (i) the initial Series 2022-5 Interest Period, an amount equal to $274,453.90 and
(ii) any other Series 2022-5 Interest Period, an amount equal to the product of (A) one-twelfth of the Class B Note Rate and (B) the
Class B Invested Amount on the first day of such Series 2022-5 Interest Period, after giving effect to any principal payments made on
such date.




    	 	4	 



     


    

“Class
B Note” means any one of the Series 2022-5 7.09% Rental Car Asset Backed Notes, Class B, executed by ABRCF and authenticated
by or on behalf of the Trustee, substantially in the form of Exhibit B-1, Exhibit B-2 or Exhibit B-3.
Definitive Class B Notes shall have such insertions and deletions as are necessary to give effect to the provisions of Section 2.18 of
the Base Indenture.


“Class
B Note Rate” means 7.09% per annum.


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


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


“Class
C Carryover Controlled Amortization Amount” means, with respect to any Related Month during the Series 2022-5 Controlled Amortization
Period, the amount, if any, by which the portion of the Monthly Total Principal Allocation paid to the Class C Noteholders pursuant to
Section 2.5(e)(iii) for the previous Related Month was less than the Class C Controlled Distribution Amount for the previous Related
Month; provided, however, that for the first Related Month in the Series 2022-5 Controlled Amortization Period, the Class
C Carryover Controlled Amortization Amount shall be zero.


“Class
C Controlled Amortization Amount” means, (i) with respect to any Related Month during the Series 2022-5 Controlled Amortization
Period other than the Related Month immediately preceding the Series 2022-5 Expected Final Distribution Date, $8,755,833.33 and (ii)
with respect to the Related Month immediately preceding the Series 2022-5 Expected Final Distribution Date, $8,755,833.35.


“Class
C Controlled Distribution Amount” means, with respect to any Related Month during the Series 2022-5 Controlled Amortization
Period, an amount equal to the sum of the Class C Controlled Amortization Amount and any Class C Carryover Controlled Amortization Amount
for such Related Month.


“Class
C Initial Invested Amount” means the aggregate initial principal amount of the Class C Notes, which is $52,535,000.


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


“Class
C Monthly Interest” means, (A) for so long as ABRCF owns 100% of the Class C Notes, $0 and (B) if ABRCF owns less than 100%
of the Class C Notes, with respect to (i) the initial Series 2022-5 Interest Period, an amount equal to $284,083.01 and (ii) any other
Series 2022-5 Interest Period, an amount equal to the product of (A) one-twelfth of the Class C Note Rate and (B) the Class C Invested
Amount on the first day of such Series 2022-5 Interest Period, after giving effect to any principal payments made on such date.


“Class
C Note” means any one of the Series 2022-5 9.27% Rental Car Asset Backed Notes, Class C, executed by ABRCF and authenticated
by or on behalf of the Trustee,




    	 	5	 



     


    

substantially
in the form of Exhibit C-1, Exhibit C-2 or Exhibit C-3. Definitive Class C Notes shall have such insertions
and deletions as are necessary to give effect to the provisions of Section 2.18 of the Base Indenture.


“Class
C Note Rate” means 9.27% per annum.


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


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


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


“Class
D Notes” has the meaning set forth in the preamble.


“Class
R Controlled Amortization Amount” means, (i) with respect to any Related Month during the Series 2022-5 Controlled Amortization
Period other than the Related Month immediately preceding the Series 2022-5 Expected Final Distribution Date, $0 and (ii) with respect
to the Related Month immediately preceding the Series 2022-5 Expected Final Distribution Date, the sum of (x) $30,400,000 and (y) the
aggregate principal amount of any Additional Class R Notes.


“Class
R Initial Invested Amount” means the aggregate initial principal amount of the Class R Notes, which is $30,400,000.


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


“Class
R Monthly Interest” means, with respect to (i) the initial Series 2022-5 Interest Period, an amount equal to $197,939.47 and
(ii) any other Series 2022-5 Interest Period, an amount equal to the product of (A) one-twelfth of the Class R Note Rate and (B) the
Class R Invested Amount on the first day of such Series 2022-5 Interest Period, after giving effect to any principal payments made on
such date.


“Class
R Note” means any one of the Series 2022-5 11.162% 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 D-1, Exhibit D-2 or Exhibit D-3.
Definitive Class R Notes shall have such insertions and deletions as are necessary to give effect to the provisions of Section 2.18 of
the Base Indenture.


“Class
R Note Rate” means 11.162% per annum


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




    	 	6	 



     


    

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


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


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


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


“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.


 


“Demand
Note Issuer” means each issuer of a Series 2022-5 Demand Note.


“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.


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




    	 	7	 



     


    

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


“Fitch”
means Fitch Ratings, Inc.


“Global
Class A Notes” is defined in Section 4.2.


“Global
Class B Notes” is defined in Section 4.2.


“Global
Class C Notes” is defined in Section 4.2.


“Global
Class R Notes” is defined in Section 4.2.


“Initial
Purchaser” means one or more placement agents or initial purchasers selected by ABRCF.


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


“Make
Whole Payment” means, with respect to any Series 2022-5 Note on any Optional Repurchase Distribution Date, the pro rata
share with respect to such Series 2022-5 Note of the excess, if any, of (x) the sum of the Discounted Values for each Remaining Distribution
Amount with respect to each Applicable Distribution Date over (y) the Series 2022-5 Invested Amount as of such Optional Repurchase Distribution
Date (determined after giving effect to any payments made pursuant to Section 2.5(a) on such Distribution Date).


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


“Monthly
Total Principal Allocation” means for any Related Month the sum of all Series 2022-5 Principal Allocations with respect to
such Related Month.


“Moody’s
Excluded Manufacturer Amount” means, as of any date of determination, an amount equal to the excess, if any, of (x) the sum
of the following amounts with respect to each Moody’s Non-Investment Grade Manufacturer as of such date: the product of (i) to
the extent such amounts are included in the calculation of AESOP I Operating Lease Loan Agreement Borrowing Base as of such date, all
amounts receivable as of such date by AESOP Leasing or the Intermediary from such Moody’s Non-Investment Grade Manufacturer and
(ii) the Moody’s Excluded Manufacturer Receivable Specified Percentage for such Moody’s Non-Investment Grade Manufacturer
as of such date over (y) the sum of the following amounts




    	 	8	 



     


    

with
respect to each Moody’s Non-Investment Grade Manufacturer as of such date: the product of (i) the aggregate Net Book Value of any
Vehicles subject to a Manufacturer Program from such Manufacturer that have had a Turnback Date but for which (A) AESOP Leasing or its
Permitted Nominee continues to be named as the owner of the Vehicle on the Certificate of Title for such Vehicle and (B) AESOP Leasing
or its agent continues to hold the Certificate of Title for such Vehicle and (ii) the Moody’s Turnback Vehicle Specified Percentage
for such Moody’s Non-Investment Grade Manufacturer as of such date.


“Moody’s
Excluded Manufacturer Receivable Specified Percentage” means, as of any date of determination, with respect to each Moody’s
Non-Investment Grade Manufacturer as of such date, the percentage (not to exceed 100%) most recently specified in writing by Moody’s
to ABRCF and the Trustee and consented to by the Requisite Series 2022-5 Noteholders with respect to such Moody’s Non-Investment
Grade Manufacturer; provided, however, that as of the Series 2022-5 Closing Date the Moody’s Excluded Manufacturer
Receivable Specified Percentage for each Moody’s Non-Investment Grade Manufacturer shall be 100%; provided, further,
that the initial Moody’s Excluded Manufacturer Receivable Specified Percentage with respect to any Manufacturer that becomes a
Moody’s Non-Investment Grade Manufacturer after the Series 2022-5 Closing Date shall be 100%.


“Moody’s
Non-Investment Grade Manufacturer” means, as of any date of determination, any Manufacturer that (i) is not a Bankrupt
Manufacturer and (ii) does not have either (A) a long-term corporate family rating of at least “Baa3” from Moody’s
or (B) if such Manufacturer does not have a long-term corporate family rating from Moody’s as of such date, a long-term senior
unsecured debt rating of at least “Ba1” from Moody’s; provided, however, that any Manufacturer whose
long-term corporate family rating is downgraded from at least “Baa3” to below “Baa3” by Moody’s or whose
long-term senior unsecured debt rating is downgraded from at least “Ba1” to below “Ba1” by Moody’s, as
applicable, after the Series 2022-5 Closing Date shall not be deemed a Moody’s Non-Investment Grade Manufacturer until the thirtieth
(30th) calendar day following such downgrade.


“Moody’s
Turnback Vehicle Specified Percentage” means, as of any date of determination: (i) with respect to each Moody’s Non-Investment
Grade Manufacturer that has a long-term corporate family rating from Moody’s on such date of determination of at least “Ba3”
(or, if such Moody’s Non-Investment Grade Manufacturer does not have a long-term corporate family rating from Moody’s as
of such date, a long-term senior unsecured debt rating of at least “B1”), 65%; (ii) with respect to each Moody’s Non-Investment
Grade Manufacturer that has a long-term corporate family rating from Moody’s on such date of determination of at least “B3”
but less than “Ba3” (or, if such Moody’s Non-Investment Grade Manufacturer does not have a long-term corporate family
rating from Moody’s as of such date, a long-term senior unsecured debt rating of at least “Caa1” but less than “B1”),
25%; and (iii) with respect to any other Moody’s Non-Investment Grade Manufacturer, 0%; provided, however, that any
Manufacturer whose long-term corporate family rating or long-term senior unsecured debt rating from Moody’s is downgraded after
the Series 2022-5 Closing Date shall be deemed to retain its long-term corporate family rating or long-term senior unsecured debt rating,
as applicable, from Moody’s in effect immediately prior to such downgrade until the thirtieth (30th) calendar day following
such downgrade.




    	 	9	 



     


    

“Multi-Series
Letter of Credit” means an irrevocable letter of credit, if any, substantially in the form of Exhibit F issued by a
Series 2022-5 Eligible Letter of Credit Provider in favor of the Trustee for the benefit, in whole or in part, of the Series 2022-5 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 2022-5 Notes are fully
paid and (b) the Series 2022-5 Termination Date.


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


 


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


 


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


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


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


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


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


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


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


“Permanent
Global Series 2022-5 Notes” is defined in Section 4.2.


“Pre-Preference
Period Demand Note Payments” means, as of any date of determination, the aggregate amount of all proceeds of demands made on
the Series 2022-5 Demand Notes included in the Series 2022-5 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 sixty (60) consecutive days) with respect to a Demand Note Issuer occurs during such one-year period, (x) the Pre-Preference
Period Demand Note Payments as of any date during the period from and including the date of the occurrence of such Event of Bankruptcy
to and including the conclusion or dismissal of the proceedings giving rise to such Event of




    	 	10	 



     


    

Bankruptcy
without continuing jurisdiction by the court in such proceedings shall equal the Pre-Preference Period Demand Note Payments as of
the date of such occurrence for all Demand Note Issuers and (y) the Pre-Preference Period Demand Note Payments as of any date after
the conclusion or dismissal of such proceedings shall equal the Series 2022-5 Demand Note Payment Amount as of the date of the conclusion
or dismissal of such proceedings.


“Principal
Deficit Amount” means, as of any date of determination, the excess, if any, of (i) the Series 2022-5 Senior Invested Amount
on such date (after giving effect to the distribution of the Monthly Total Principal Allocation for the Related Month if such date is
a Distribution Date) over (ii) the Series 2022-5 AESOP I Operating Lease Loan Agreement Borrowing Base on such date; provided,
however, that the Principal Deficit Amount on any date occurring during the period commencing on and including the date of the
filing by any of the Lessees of a petition for relief under Chapter 11 of the Bankruptcy Code to but excluding the date on which each
of the Lessees shall have resumed making all payments of the portion of Monthly Base Rent relating to Loan Interest required to be made
under the AESOP I Operating Lease, shall mean the excess, if any, of (x) the Series 2022-5 Senior Invested Amount on such date (after
giving effect to the distribution of Monthly Total Principal Allocation for the Related Month if such date is a Distribution Date) over
(y) the sum of (1) the Series 2022-5 AESOP I Operating Lease Loan Agreement Borrowing Base on such date and (2) the lesser of (a) the
Series 2022-5 Liquidity Amount on such date and (b) the Series 2022-5 Required Liquidity Amount on such date.


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


“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 2022-5 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 2022-5 Notes under all Multi-Series Letters of Credit as of such date; provided, however, that only for purposes
of calculating the 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, however, that the foregoing
calculation shall not in any manner reduce the undersigned’s actual liability in respect of any failure to pay any demand under
the Multi-Series Letter of Credit).


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


“Remaining
Distribution Amount” means, with respect to each Applicable Distribution Date, the sum of (i) the sum of (x) an amount equal
to the Class A Controlled




    	 	11	 



     


    

Amortization
Amount with respect to the Related Month immediately preceding such Applicable Distribution Date (or, if the Optional Repurchase Distribution
Date occurs after the November 2025 Distribution Date, the Class A Controlled Distribution Amount with respect to the Related Month preceding
the first such Applicable Distribution Date) and (y) the interest that will accrue on such amount from the Optional Repurchase Distribution
Date to such Applicable Distribution Date at the Class A Note Rate, (ii) the sum of (x) an amount equal to the Class B Controlled Amortization
Amount with respect to the Related Month immediately preceding such Applicable Distribution Date (or, if the Optional Repurchase Distribution
Date occurs after the November 2025 Distribution Date, the Class B Controlled Distribution Amount with respect to the Related Month preceding
the first such Applicable Distribution Date) and (y) the interest that will accrue on such amount from the Optional Repurchase Distribution
Date to such Applicable Distribution Date at the Class B Note Rate, (iii) the sum of (x) an amount equal to the Class C Controlled Amortization
Amount with respect to the Related Month immediately preceding such Applicable Distribution Date (or, if the Optional Repurchase Distribution
Date occurs after the November 2025 Distribution Date, the Class C Controlled Distribution Amount with respect to the Related Month preceding
the first such Applicable Distribution Date) and (y) the interest that will accrue on such amount from the Optional Repurchase Distribution
Date to such Applicable Distribution Date at the Class C Note Rate and (iv) the sum of (x) an amount equal to the Class R Controlled
Amortization Amount with respect to the Related Month immediately preceding such Applicable Distribution Date (or, if the Optional Repurchase
Distribution Date occurs after the November 2025 Distribution Date, the Class R Controlled Amortization Amount with respect to the Related
Month preceding the first such Applicable Distribution Date) and (y) the interest that will accrue on such amount from the Optional Repurchase
Distribution Date to such Applicable Distribution Date at the Class R Note Rate.


“Required
Controlling Class Series 2022-5 Noteholders” means (i) for so long as any Class A Notes are outstanding, Class A Noteholders
holding more than 50% of the Class A Invested Amount, (ii) if no Class A Notes are outstanding and for so long as any Class B Notes are
outstanding, Class B Noteholders holding more than 50% of the Class B Invested Amount, (iii) if no Class A Notes or Class B Notes are
outstanding, Class C Noteholders holding more than 50% of the Class C Invested Amount and (iv) if no Class A Notes, Class B Notes or
Class C Notes are outstanding, Class R Noteholders holding more than 50% Class R Invested Amount (excluding, for the purposes of making
any of the foregoing calculations, any Series 2022-5 Notes held by ABCR or any Affiliate of ABCR unless ABCR or such Affiliate is the
sole Series 2022-5 Noteholder).


“Requisite
Series 2022-5 Noteholders” means Class A Noteholders, Class B Noteholders, Class C Noteholders and/or Class R Noteholders holding,
in the aggregate, more than 50% of the Series 2022-5 Invested Amount (excluding, for the purposes of making the foregoing calculation,
any Series 2022-5 Notes held by ABCR or any Affiliate of ABCR or such Affiliate unless ABCR is the sole Series 2022-5 Noteholder).


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


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


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




    	 	12	 



     


    

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


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


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


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


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


“Series
2017-2 Notes” means the Series of Notes designated as the Series 2017-2 Notes.




    	 	13	 



     


    

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


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


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


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


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


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


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


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


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


“Series
2022-3 Notes” means the Series of Notes designated as the Series 2022-3 Notes.


“Series
2022-4 Notes” means the Series of Notes designated as the Series 2022-4 Notes.


“Series
2022-5 Accounts” means each of the Series 2022-5 Distribution Account, the Series 2022-5 Reserve Account, the Series 2022-5
Collection Account, the Series 2022-5 Excess Collection Account and the Series 2022-5 Accrued Interest Account.


“Series
2022-5 Accrued Interest Account” is defined in Section 2.1(b).


“Series
2022-5 AESOP I Operating Lease Loan Agreement Borrowing Base” means, as of any date of determination, the product of (a) the
Series 2022-5 AESOP I Operating Lease Vehicle Percentage as of such date and (b) the excess of (i) the AESOP I Operating Lease Loan
Agreement Borrowing Base as of such date over (ii) the Moody’s Excluded Manufacturer Amount as of such date.


“Series
2022-5 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 2022-5 Required AESOP I Operating Lease Vehicle




    	 	14	 



     


    

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
2022-5 Agent” is defined in the recitals hereto.


“Series
2022-5 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 2022-5 Invested Percentage (calculated with respect to Principal Collections) as
of such date.


“Series
2022-5 Allocated Multi-Series Letter of Credit Amount” means, as of any date of determination, the lesser of (a) the Series
2022-5 Allocated Multi-Series Letter of Credit Liquidity Amount on such date and (b) the aggregate outstanding principal amount of the
Series 2022-5 Demand Notes on such date.


“Series
2022-5 Allocated Multi-Series Letter of Credit Liquidity Amount” means, as of any date of determination, the sum of (a) the
Series 2022-5 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 2.8(c), and (b) if the Series 2022-5 Cash Collateral Account has been established and funded pursuant to Section 2.8,
the Series 2022-5 Available Cash Collateral Account Amount on such date.


“Series
2022-5 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 2022-5 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
2022-5 Available Cash Collateral Account Amount” means, as of any date of determination, the amount on deposit in the Series
2022-5 Cash Collateral Account (after giving effect to any deposits thereto and withdrawals and releases therefrom on such date).


“Series
2022-5 Available Reserve Account Amount” means, as of any date of determination, the amount on deposit in the Series 2022-5
Reserve Account (after giving effect to any deposits thereto and withdrawals and releases therefrom on such date).


“Series
2022-5 Cash Collateral Account” is defined in Section 2.8(f).


“Series
2022-5 Cash Collateral Account Collateral” is defined in Section 2.8(a).


“Series
2022-5 Cash Collateral Account Surplus” means, with respect to any Distribution Date, the lesser of (a) the Series 2022-5 Available
Cash Collateral Account Amount and (b) the lesser of (A) the excess, if any, of the Series 2022-5 Liquidity Amount (after giving effect
to any withdrawal from the Series 2022-5 Reserve Account on such Distribution Date) over the Series 2022-5 Required Liquidity Amount
on such Distribution Date and (B) the excess, if any, of the Series 2022-5 Enhancement Amount (after giving effect to any withdrawal
from the Series 2022-5 Reserve Account on such Distribution Date) over the Series 2022-5 Required




    	 	15	 



     


    

Enhancement
Amount on such Distribution Date; provided, however, that, on any date after the Multi-Series Letter of Credit Termination
Date, the Series 2022-5 Cash Collateral Account Surplus shall mean the excess, if any, of (x) the Series 2022-5 Available Cash Collateral
Account Amount over (y) the Series 2022-5 Demand Note Payment Amount minus the Pre-Preference Period Demand Note Payments
as of such date.


“Series
2022-5 Cash Collateral Percentage” means, as of any date of determination, the percentage equivalent of a fraction, the numerator
of which is the Series 2022-5 Available Cash Collateral Account Amount as of such date and the denominator of which is the Series 2022-5
Allocated Multi-Series Letter of Credit Liquidity Amount as of such date.


“Series
2022-5 Closing Date” means November 29, 2022.


“Series
2022-5 Collateral” means the Collateral, the Multi-Series Letters of Credit, each Series 2022-5 Demand Note, the Series 2022-5
Distribution Account Collateral, the Series 2022-5 Cash Collateral Account Collateral and the Series 2022-5 Reserve Account Collateral.


“Series
2022-5 Collection Account” is defined in Section 2.1(b).


“Series
2022-5 Controlled Amortization Period” means the period commencing upon the close of business on September 30, 2025 (or, if
such day is not a Business Day, the Business Day immediately preceding such day) and continuing to the earliest of (i) the commencement
of the Series 2022-5 Rapid Amortization Period, (ii) the date on which the Series 2022-5 Notes are fully paid and (iii) the termination
of the Indenture.


“Series
2022-5 Demand Note” means each demand note made by a Demand Note Issuer, substantially in the form of Exhibit E, as
amended, modified or restated from time to time.


“Series
2022-5 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 2022-5 Demand Notes pursuant to Section 2.5(b) or (c) that were deposited into the Series
2022-5 Distribution Account and paid to the Series 2022-5 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 sixty (60) consecutive days) with respect to a Demand Note Issuer
shall have occurred during such one year period, the Series 2022-5 Demand Note Payment Amount as of the Multi-Series Letter of Credit
Termination Date shall equal the Series 2022-5 Demand Note Payment Amount as if it were calculated as of the date of such occurrence.


“Series
2022-5 Deposit Date” is defined in Section 2.2.


“Series
2022-5 Distribution Account” is defined in Section 2.9(a).


“Series
2022-5 Distribution Account Collateral” is defined in Section 2.9(d).




    	 	16	 



     


    

“Series
2022-5 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 rating (or the equivalent thereof)
of at least “Al” from Moody’s and at least “A+” from Fitch and a short-term senior unsecured debt rating
of at least “P-1” from Moody’s and at least “F1” from Fitch that is (a) a commercial bank having total
assets in excess of $500,000,000, (b) a finance company, insurance company or other financial institution that in the ordinary course
of business issues letters of credit and has total assets in excess of $200,000,000 or (c) any other financial institution; provided,
however, that if a Person is not a Multi-Series Letter of Credit Provider (or a letter of credit provider under the Series Supplement
for any other Series of Notes), then such Person shall not be a Series 2022-5 Eligible Letter of Credit Provider until ABRCF has provided
10 days’ prior notice to the Rating Agencies that such Person has been proposed as a Multi-Series Letter of Credit Provider.


“Series
2022-5 Enhancement” means the Series 2022-5 Cash Collateral Account Collateral, the Multi-Series Letters of Credit, the Series
2022-5 Demand Notes, the Series 2022-5 Overcollateralization Amount and the Series 2022-5 Required Reserve Account Amount.


“Series
2022-5 Enhancement Amount” means, as of any date of determination, the sum of (i) the Series 2022-5 Overcollateralization Amount
as of such date, (ii) the Series 2022-5 Allocated Multi-Series Letter of Credit Amount as of such date, (iii) the Series 2022-5 Available
Reserve Account Amount as of such date and (iv) the amount of cash and Permitted Investments on deposit in the Series 2022-5 Collection
Account (not including amounts allocable to the Series 2022-5 Accrued Interest Account) and the Series 2022-5 Excess Collection Account
as of such date.


“Series
2022-5 Enhancement Deficiency” means, on any date of determination, the amount by which the Series 2022-5 Enhancement Amount
is less than the Series 2022-5 Required Enhancement Amount as of such date.


“Series
2022-5 Excess Collection Account” is defined in Section 2.1(b).


“Series
2022-5 Excess Tesla Percentage” means, as of any date of determination, the greater of (1) zero and (2) the percentage equal
to (x) a fraction (expressed as a percentage) equal to the aggregate Net Book Value of all Vehicles manufactured by Tesla and leased
under the Leases divided by the aggregate Net Book Value of all Vehicles leased under the Leases minus (y) 15 percentage points.


“Series
2022-5 Expected Final Distribution Date” means the April 2026 Distribution Date.


“Series
2022-5 Final Distribution Date” means the April 2027 Distribution Date.


“Series
2022-5 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 2022-5 Interest Period shall
commence on and include the Series 2022-5 Closing Date and end on and include December 19, 2022.




    	 	17	 



     


    

“Series
2022-5 Invested Amount” means, as of any date of determination, the sum of the Class A Invested Amount as of such date, the
Class B Invested Amount as of such date, the Class C Invested Amount as of such date and the Class R Invested Amount as of such date.


“Series
2022-5 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 2022-5 Invested Amount and the Series 2022-5 Overcollateralization Amount, determined
during the Series 2022-5 Revolving Period as of the end of the Related Month (or, until the end of the initial Related Month, on the
Series 2022-5 Closing Date), or, during the Series 2022-5 Controlled Amortization Period and the Series 2022-5 Rapid Amortization Period,
as of the end of the Series 2022-5 Revolving Period, and the denominator of which shall be the greater of (I) the Aggregate Asset Amount
as of the end of the Related Month or, until the end of the initial Related Month, as of the Series 2022-5 Closing Date, and (II) as
of the same date as in clause (I), the sum of the numerators used to determine the invested percentages for allocations with respect
to Principal Collections (for all Series of Notes and all classes of such Series of Notes); and


(b)     when
used with respect to Interest Collections, the percentage equivalent (which percentage shall never exceed 100%) of a fraction, the numerator
of which shall be the Accrued Amounts with respect to the Series 2022-5 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. For so long as ABRCF owns 100%
of the Class C Notes, the accrued and unpaid interest with respect to the Class C Notes shall be $0 for purposes of calculating the Accrued
Amounts with respect to the Series 2022-5 Notes.


“Series
2022-5 Lease Interest Payment Deficit” means, on any Distribution Date, an amount equal to the excess, if any, of (1) the excess,
if any, of (a) the aggregate amount of Interest Collections which pursuant to Section 2.2(a), (b), (c) or (d) would have been allocated
to the Series 2022-5 Accrued Interest Account if all payments of Monthly Base Rent required to have been made under the Leases from and
excluding the preceding Distribution Date to and including such Distribution Date were made in full over (b) the aggregate amount of
Interest Collections which pursuant to Section 2.2(a), (b), (c) or (d) have been allocated to the Series 2022-5 Accrued Interest Account
(excluding any amounts paid into the Series 2022-5 Accrued Interest Account pursuant to the proviso in Sections 2.2(c)(ii) and/or 2.2(d)(ii))
from and excluding the preceding Distribution Date to and including the Business Day immediately preceding such Distribution Date over
(2) the Class R Monthly Interest with respect to the Series 2022-5 Interest Period ended on the day preceding such Distribution Date.


“Series
2022-5 Lease Payment Deficit” means either a Series 2022-5 Lease Interest Payment Deficit or a Series 2022-5 Lease Principal
Payment Deficit.


“Series
2022-5 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 2022-5 Lease Principal Payment Deficit, if any, on the preceding Distribution Date over (y)
the




    	 	18	 



     


    

amount
deposited in the Distribution Account on such preceding Distribution Date pursuant to Section 2.5(b) on account of such Series 2022-5
Lease Principal Payment Deficit.


“Series
2022-5 Lease Principal Payment Deficit” means on any Distribution Date, the sum of (a) the Series 2022-5 Monthly Lease Principal
Payment Deficit for such Distribution Date and (b) the Series 2022-5 Lease Principal Payment Carryover Deficit for such Distribution
Date.


“Series
2022-5 Limited Liquidation Event of Default” means, so long as such event or condition continues, any event or condition of
the type specified in clauses (a) through (g) of Article III; provided, however, that any event or condition of the type
specified in clauses (a) through (g) of Article III shall not constitute a Series 2022-5 Limited Liquidation Event of Default if the
Trustee shall have received the written consent of the Requisite Series 2022-5 Noteholders waiving the occurrence of such Series 2022-5
Limited Liquidation Event of Default. The Trustee shall promptly (but in any event within two (2) days) provide the Rating Agencies with
written notice of such waiver.


“Series
2022-5 Liquidity Amount” means, as of any date of determination, the sum of (a) the Series 2022-5 Allocated Multi-Series Letter
of Credit Liquidity Amount on such date and (b) the Series 2022-5 Available Reserve Account Amount on such date.


“Series
2022-5 Maximum Amounts” means, collectively, the Series 2022-5 Maximum Jaguar Amount, Series 2022-5 Maximum Tesla Amount, the
Series 2022-5 Maximum Land Rover Amount, the Series 2022-5 Maximum Mitsubishi Amount, the Series 2022-5 Maximum Isuzu Amount, the Series
2022-5 Maximum Subaru Amount, the Series 2022-5 Maximum Hyundai Amount, the Series 2022-5 Maximum Kia Amount, the Series 2022-5 Maximum
Suzuki Amount, the Series 2022-5 Maximum Specified States Amount (if applicable), the Series 2022-5 Maximum Non-Perfected Vehicle Amount,
the Series 2022-5 Maximum Non-Eligible Manufacturer Amount and the Series 2022-5 Maximum Medium/Heavy Duty Truck Amount.


“Series
2022-5 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.


“Series
2022-5 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
2022-5 Maximum Jaguar Amount” means, as of any day, an amount equal to 12.5% of the aggregate Net Book Value of all Vehicles
leased under the Leases on such day.


“Series
2022-5 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
2022-5 Maximum Land Rover Amount” means, as of any day, an amount equal to 12.5% of the aggregate Net Book Value of all Vehicles
leased under the Leases on such day.




    	 	19	 



     


    

“Series
2022-5 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
2022-5 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
2022-5 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
2022-5 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
2022-5 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
2022-5 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
2022-5 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
2022-5 Maximum Tesla 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
2022-5 Monthly Lease Principal Payment Deficit” means, on any Distribution Date, an amount equal to the excess, if any, of
(1) the excess, if any, of (a) the aggregate amount of Principal Collections which pursuant to Section 2.2(a), (b), (c) or (d) would
have been allocated to the Series 2022-5 Collection Account if all payments required to have been made under the Leases from and excluding
the preceding Distribution Date to and including such Distribution Date were made in full over (b) the aggregate amount of Principal
Collections which pursuant to Section 2.2(a), (b), (c) or (d) have been allocated to the Series 2022-5 Collection Account (without
giving effect to any amounts paid into the Series 2022-5 Accrued Interest Account pursuant to the proviso in Sections 2.2(c)(ii) and/or
2.2(d)(ii)) from and excluding the preceding Distribution Date to and including the Business Day immediately preceding such Distribution
Date over (2) the principal due and payable with respect to the Class R Notes on such Distribution Date.


“Series
2022-5 Moody’s Highest Enhanced Vehicle Percentage” means, as of any date of determination, a fraction, expressed as
a percentage, (a) the numerator of which is the aggregate Net Book Value of all Vehicles (other than “medium duty” and “heavy
duty” trucks) leased under the AESOP I Operating Lease that are either not subject to a Manufacturer Program




    	 	20	 



     


    

or
not eligible for repurchase under a Manufacturer Program as of such date and (b) the denominator of which is the aggregate Net Book Value
of all Vehicles leased under the AESOP I Operating Lease as of such date.


“Series
2022-5 Moody’s Highest Enhancement Rate” means, as of any date of determination, the sum of (a) 28.25%, (b) the greater
of (x) the highest, for any calendar month within the preceding 12 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 3 calendar months, of an amount (not less than zero) equal to 100% minus the Market Value Average as of the
Determination Date within such calendar month (excluding the Market Value Average for any Determination Date which has not yet occurred)
and (c) a percentage equal to the product of (x) the Series 2022-5 Excess Tesla Percentage and (y) 10%.


“Series
2022-5 Moody’s Intermediate Enhanced Vehicle Percentage” means, as of any date of determination, 100% minus the
sum of (a) the Series 2022-5 Moody’s Lowest Enhanced Vehicle Percentage, (b) the Series 2022-5 Moody’s Highest Enhanced Vehicle
Percentage and (c) the Series 2022-5 Moody’s Trucks Percentage.


“Series
2022-5 Moody’s Intermediate Enhancement Rate” means, as of any date of determination, 16.15%.


“Series
2022-5 Moody’s Lowest Enhanced Vehicle Percentage” means, as of any date of determination, a fraction, expressed as a
percentage, (a) the numerator of which is the sum, without duplication, of (1) the aggregate Net Book Value of all Program Vehicles (other
than “medium duty” and “heavy duty” trucks) leased under the AESOP I Operating Lease that are manufactured by
Eligible Program Manufacturers having a long-term corporate family rating of “Baa3” or higher from Moody’s as of
such date (or, if any Eligible Program Manufacturer does not have a long-term corporate family rating from Moody’s as of such date,
a long-term senior unsecured debt rating of at least “Ba1” from Moody’s as of such date), and (2) so long as any Eligible
Non-Program Manufacturer has a long-term corporate family rating of “Baa3” or higher from Moody’s as of such
date (or, if any Eligible Non-Program Manufacturer does not have a long-term corporate family rating from Moody’s as of such date,
a long-term senior unsecured debt rating of at least “Ba1” from Moody’s as of such date) and no Manufacturer Event
of Default has occurred and is continuing with respect to such Eligible Non-Program Manufacturer, the aggregate Net Book Value of
all Non-Program Vehicles (other than “medium duty” and “heavy duty” trucks) leased under the AESOP I Operating
Lease manufactured by each such Eligible Non-Program Manufacturer that are subject to a Manufacturer Program and remain eligible
for repurchase thereunder as of such date and (b) the denominator of which is the aggregate Net Book Value of all Vehicles leased under
the AESOP I Operating Lease as of such date.


“Series
2022-5 Moody’s Lowest Enhancement Rate” means, as of any date of determination, 12.65%.


“Series
2022-5 Moody’s Required Enhancement Amount” means, as of any date of determination, the product of (i) the Series 2022-5
Moody’s Required Enhancement




    	 	21	 



     


    

Percentage
as of such date and (ii) an amount equal to the Series 2022-5 Senior Invested Amount as of such date minus the Series 2022-5 Allocated
Cash Amount.


“Series
2022-5 Moody’s Required Enhancement Percentage” means, as of any date of determination, the sum of (i) the product of
(A) the Series 2022-5 Moody’s Lowest Enhancement Rate as of such date and (B) the Series 2022-5 Moody’s Lowest Enhanced Vehicle
Percentage as of such date, (ii) the product of (A) the Series 2022-5 Moody’s Intermediate Enhancement Rate as of such date and
(B) the Series 2022-5 Moody’s Intermediate Enhanced Vehicle Percentage as of such date, (iii) the product of (A) the Series 2022-5
Moody’s Highest Enhancement Rate as of such date and (B) the Series 2022-5 Moody’s Highest Enhanced Vehicle Percentage as
of such date and (iv) the product of (A) the Series 2022-5 Moody’s Trucks Enhancement Rate as of such date and (B) the Series 2022-5
Moody’s Trucks Percentage as of such date.


“Series
2022-5 Moody’s Trucks Percentage” means, as of any date of determination, a fraction, expressed as a percentage, (a)
the numerator of which is the aggregate Net Book Value of all Vehicles leased under the AESOP I Operating Lease that are that are “medium
duty” or “heavy duty” trucks as of such date and (b) the denominator of which is the aggregate Net Book Value of all
Vehicles leased under the AESOP I Operating Lease as of such date.


“Series
2022-5 Moody’s Trucks Enhancement Rate” means, as of any date of determination, 35.65%.


“Series
2022-5 Note Owner” means each beneficial owner of a Series 2022-5 Note.


“Series
2022-5 Noteholder” means any Class A Noteholder, any Class B Noteholder, any Class C Noteholder, any Class R Noteholder or,
if the Class D Notes have been issued, any Class D Noteholder.


“Series
2022-5 Notes” means, collectively, the Class A Notes, the Class B Notes, the Class C Notes, the Class D Notes (if issued),
and the Class R Notes.


“Series
2022-5 Overcollateralization Amount” means the excess, if any, of (x) the Series 2022-5 AESOP I Operating Lease Loan Agreement
Borrowing Base as of such date over (y) the Series 2022-5 Senior Invested Amount as of such date.


“Series
2022-5 Past Due Rent Payment” is defined in Section 2.2(g).


“Series
2022-5 Percentage” means, as of any date of determination, a fraction, expressed as a percentage, the numerator of which is
the Series 2022-5 Invested Amount as of such date and the denominator of which is the Aggregate Invested Amount as of such date.


“Series
2022-5 Principal Allocation” is defined in Section 2.2(a)(ii).


“Series
2022-5 Rapid Amortization Period” means the period beginning at the close of business on the Business Day immediately preceding
the day on which an Amortization




    	 	22	 



     


    

Event
is deemed to have occurred with respect to the Series 2022-5 Notes and ending upon the earliest to occur of (i) the date on which the
Series 2022-5 Notes are fully paid, (ii) the Series 2022-5 Final Distribution Date and (iii) the termination of the Indenture.


“Series
2022-5 Reimbursement Agreement” means any and each agreement providing for the reimbursement of a Multi-Series Letter of Credit
Provider for draws under its Multi-Series Letter of Credit as the same may be amended, supplemented, restated or otherwise modified from
time to time.


“Series
2022-5 Repurchase Amount” is defined in Section 5.1(a).


“Series
2022-5 Required AESOP I Operating Lease Vehicle Amount” means, as of any date of determination, the sum of the Series 2022-5
Invested Amount and the Series 2022-5 Required Overcollateralization Amount as of such date.


“Series
2022-5 Required Enhancement Amount” means, as of any date of determination, the sum (without duplication) of (i) the Series
2022-5 Moody’s Required Enhancement Amount as of such date, (ii) the Series 2022-5 AESOP I Operating Lease Vehicle Percentage
as of the immediately preceding Business Day of the excess, if any, of the aggregate Net Book Value of all Vehicles manufactured by Mitsubishi
and leased under the Leases as of such date over the Series 2022-5 Maximum Mitsubishi Amount as of such date, (iii) the Series 2022-5
AESOP I Operating Lease Vehicle Percentage as of the immediately preceding Business Day of the excess, if any, of the aggregate Net Book
Value of all Vehicles manufactured by Isuzu and leased under the Leases as of such date over the Series 2022-5 Maximum Isuzu Amount as
of such date, (iv) the Series 2022-5 AESOP I Operating Lease Vehicle Percentage as of the immediately preceding Business Day of the excess,
if any, of the aggregate Net Book Value of all Vehicles manufactured by Subaru and leased under the Leases as of such date over the Series
2022-5 Maximum Subaru Amount as of such date, (v) the Series 2022-5 AESOP I Operating Lease Vehicle Percentage as of the immediately
preceding Business Day of the excess, if any, of the aggregate Net Book Value of all Vehicles manufactured by Hyundai and leased under
the Leases as of such date over the Series 2022-5 Maximum Hyundai Amount as of such date, (vi) the Series 2022-5 AESOP I Operating Lease
Vehicle Percentage as of the immediately preceding Business Day of the excess, if any, of the aggregate Net Book Value of all Vehicles
manufactured by Kia and leased under the Leases as of such date over the Series 2022-5 Maximum Kia Amount as of such date, (vii) the
Series 2022-5 AESOP I Operating Lease Vehicle Percentage as of the immediately preceding Business Day of the excess, if any, of the aggregate
Net Book Value of all Vehicles manufactured by Suzuki and leased under the Leases as of such date over the Series 2022-5 Maximum Suzuki
Amount as of such date, (viii) the Series 2022-5 AESOP I Operating Lease Vehicle Percentage as of the immediately preceding Business
Day of the excess, if any, of the aggregate Net Book Value of all Vehicles manufactured by Tesla and leased under the Leases as of such
date over the Series 2022-5 Maximum Tesla Amount as of such date, (ix) the Series 2022-5 AESOP I Operating Lease Vehicle Percentage as
of the immediately preceding Business Day of the excess, if any, of the aggregate Net Book Value of all Vehicles manufactured by Land
Rover and leased under the Leases as of such date over the Series 2022-5 Maximum Land Rover Amount as of such date, (x) the Series 2022-5
AESOP I Operating Lease Vehicle Percentage as of the immediately preceding Business Day of the excess, if any, of the aggregate Net Book
Value of all Vehicles manufactured by Jaguar and




    	 	23	 



     


    

leased
under the Leases as of such date over the Series 2022-5 Maximum Jaguar Amount as of such date, (xi) the Series 2022-5 AESOP I Operating
Lease Vehicle Percentage as of the immediately preceding Business Day of the excess, if any, of (x) Springing Amendment Condition (Non-Perfected
Lien) is not satisfied, the Specified States Amount as of such date over the Series 2022-5 Maximum Specified States Amount or (y) 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 2022-5 Maximum Non-Perfected Vehicle Amount (as applicable) as of such date, (xii) the Series 2022-5 AESOP I Operating
Lease Vehicle Percentage as of the immediately preceding Business Day of the excess, if any, of the Non-Eligible Manufacturer Amount
as of such date over the Series 2022-5 Maximum Non-Eligible Manufacturer Amount as of such date and (xiii) if the Springing Amendment
Condition (Trucks) has been satisfied, the Series 2022-5 AESOP I Operating Lease Vehicle Percentage as of the immediately preceding Business
Day of the excess, if any, of the Net Book Value of all Vehicles leased under the Leases as of such date that were “medium duty”
or “heavy duty” trucks at the time of acquisition over the Series 2022-5 Maximum Medium/Heavy Duty Truck Amount as of such
date.


“Series
2022-5 Required Liquidity Amount” means, as of any date of determination, an amount equal to the product of 4.00% and the Series
2022-5 Senior Invested Amount as of such date.


“Series
2022-5 Required Overcollateralization Amount” means, as of any date of determination, the excess, if any, of the Series 2022-5
Required Enhancement Amount over the sum of (i) the Series 2022-5 Allocated Multi-Series Letter of Credit Amount as of such date, (ii)
the Series 2022-5 Available Reserve Account Amount on such date and (iii) the amount of cash and Permitted Investments on deposit in
the Series 2022-5 Collection Account (not including amounts allocable to the Series 2022-5 Accrued Interest Account) and the Series 2022-5
Excess Collection Account on such date.


“Series
2022-5 Required Reserve Account Amount” means, for any date of determination, an amount equal to the greater of (a) the
excess, if any, of the Series 2022-5 Required Liquidity Amount as of such date over the Series 2022-5 Allocated Multi-Series Letter of
Credit Liquidity Amount as of such date and (b) the excess, if any, of the Series 2022-5 Required Enhancement Amount as of such date
over the Series 2022-5 Enhancement Amount (excluding therefrom the Series 2022-5 Available Reserve Account Amount and calculated after
giving effect to any payments of principal to be made on the Series 2022-5 Notes) as of such date.


“Series
2022-5 Reserve Account” is defined in Section 2.7(a).


“Series
2022-5 Reserve Account Collateral” is defined in Section 2.7(d).


“Series
2022-5 Reserve Account Surplus” means, with respect to any Distribution Date, the excess, if any, of the Series 2022-5 Available
Reserve Account Amount over the Series 2022-5 Required Reserve Account Amount on such Distribution Date.




    	 	24	 



     


    

“Series
2022-5 Revolving Period” means the period from and including the Series 2022-5 Closing Date to the earlier of (i) the
commencement of the Series 2022-5 Controlled Amortization Period and (ii) the commencement of the Series 2022-5 Rapid Amortization Period.


“Series
2022-5 Senior Invested Amount” means, on any date, the sum of the Class A Invested Amount on such date, the Class B Invested
Amount on such date and the Class C Invested Amount on such date.


“Series
2022-5 Senior Monthly Interest” means, with respect to any Distribution Date, the sum of the Class A Monthly Interest, the
Class B Monthly Interest and the Class C Monthly Interest, in each case with respect to the Series 2022-5 Interest Period ended on the
day preceding such Distribution Date.


“Series
2022-5 Senior Notes” means, collectively, the Class A Notes, the Class B Notes and the Class C Notes.


“Series
2022-5 Shortfall” means, on any Distribution Date, the sum of the Class A Shortfall, the Class B Shortfall and the Class C
Shortfall on such Distribution Date.


“Series
2022-5 Termination Date” means the April 2027 Distribution Date.


“Series
2022-5 Trustee’s Fees” means, for any Distribution Date during the Series 2022-5 Rapid Amortization Period on which there
exists a Series 2022-5 Lease Interest Payment Deficit, a portion of the fees payable to the Trustee in an amount equal to the product
of (i) the Series 2022-5 Percentage as of the beginning of the Series 2022-5 Interest Period ending on the day preceding such Distribution
Date and (ii) the fees owing to the Trustee under the Base Indenture; provided, however, that the Series 2022-5 Trustee’s
Fees in the aggregate for all Distribution Dates shall not exceed 1.1% of the Series 2022-5 Required AESOP I Operating Lease Vehicle
Amount as of the last day of the Series 2022-5 Revolving Period.


“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.


 


“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 I, J,
K, L, M, N and Q 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




    	 	25	 



     


    

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 I, J, K,
L, M, N and Q that ABRCF has determined are required to allow for “medium duty” and “heavy
duty” trucks to be considered an “Eligible Vehicle” under the Base Indenture.


“Supplement”
is defined in the preamble hereto.


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


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


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


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


“Temporary
Global Series 2022-5 Notes” is defined in Section 4.2.


“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.


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


“Transferor”
has the meaning set forth in Section 5.23(b).


“Trustee”
is defined in the recitals hereto.


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


“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.


“U.S.
Treasury Rate” means, with respect to any Remaining Distribution Amount, a rate determined one Business Day prior to the Optional
Repurchase Distribution Date that is equal to the U.S. Treasury rate on such date (determined by reference to Bloomberg Financial Markets
Commodities News) with a maturity equal to the period from such Optional Repurchase




    	 	26	 



     


    

Distribution
Date to the Applicable Distribution Date with respect to such Remaining Distribution Amount (or, if such maturity is unavailable, such
rate shall be determined by linear interpolation using the U.S. Treasury rates with the two closest maturities to such period).


(c)     Any
amounts calculated by reference to the Series 2022-5 Invested Amount (or any component thereof) on any date shall, unless otherwise stated,
be calculated after giving effect to any payment of principal made to the applicable Class A Noteholders, applicable Class B Noteholders,
applicable Class C Noteholders and applicable Class R Noteholders on such date.


ARTICLE
II



SERIES 2022-5 ALLOCATIONS


With
respect to the Series 2022-5 Notes, the following shall apply:


Section
2.1.       Establishment of Series 2022-5 Collection Account, Series 2022-5 Excess
Collection Account and Series 2022-5 Accrued Interest Account.


(a)      All
Collections allocable to the Series 2022-5 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 2022-5 Noteholders:
the Series 2022-5 Collection Account (such sub-account, the “Series 2022-5 Collection Account”), the Series 2022-5
Excess Collection Account (such sub-account, the “Series 2022-5 Excess Collection Account”) and the Series 2022-5
Accrued Interest Account (such sub-account, the “Series 2022-5 Accrued Interest Account”).


Section
2.2.       Allocations with Respect to the Series 2022-5 Notes. The net proceeds
from the initial sale of the Class A Notes, Class B Notes, Class C Notes and Class R Notes will be deposited into the Collection Account
on the Series 2022-5 Closing Date and the net proceeds from any issuance of Class D Notes and Additional Class R Notes shall be deposited
into the Collection Account on the Additional Notes Closing Date. On each Business Day on which Collections are deposited into the Collection
Account (each such date, a “Series 2022-5 Deposit Date”), the Administrator will direct the Trustee in writing pursuant
to the Administration Agreement to allocate all amounts deposited into the Collection Account in accordance with the provisions of this
Section 2.2.


(a)      
Allocations of Collections During the Series 2022-5 Revolving Period. During the Series 2022-5 Revolving Period, the Administrator
will direct the Trustee in writing pursuant to the Administration Agreement to allocate, prior to 11:00 a.m. (New York City time)
on each Series 2022-5 Deposit Date, all amounts deposited into the Collection Account as set forth below:


(i)       
allocate to the Series 2022-5 Collection Account an amount equal to the Series 2022-5 Invested Percentage (as of such day) of the aggregate
amount of




    	 	27	 



     


    

Interest
Collections on such day. All such amounts allocated to the Series 2022-5 Collection Account shall be further allocated to the Series
2022-5 Accrued Interest Account; and


(ii)       
allocate to the Series 2022-5 Excess Collection Account an amount equal to the Series 2022-5 Invested Percentage (as of such day) of
the aggregate amount of Principal Collections on such day (for any such day, the “Series 2022-5 Principal Allocation”).


(b)      
Allocations of Collections During the Series 2022-5 Controlled Amortization Period. With respect to the Series 2022-5 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 2022-5 Deposit Date, all amounts deposited into the Collection Account as set forth
below:


(i)       
allocate to the Series 2022-5 Collection Account an amount determined as set forth in Section 2.2(a)(i) above for such day, which amount
shall be further allocated to the Series 2022-5 Accrued Interest Account; and


(ii)       
allocate to the Series 2022-5 Collection Account an amount equal to the Series 2022-5 Principal Allocation for such day, which amount
shall be used to make principal payments in respect of the Series 2022-5 Notes in accordance with Section 2.5, (A) first, in respect
of the Class A Notes in an amount equal to the Class A Controlled Distribution Amount, (B) second, in respect of the Class B Notes in
an amount equal to the Class B Controlled Distribution Amount, (C) third, in respect of the Class C Notes in an amount equal to the Class
C Controlled Distribution Amount and (D) fourth, in respect of the Class R Notes in an amount equal to the Class R Controlled Amortization
Amount, in each case with respect to the Related Month; provided, however, that if the Monthly Total Principal Allocation
exceeds the sum of the Class A Controlled Distribution Amount, the Class B Controlled Distribution Amount, the Class C Controlled Distribution
Amount and the Class R Controlled Amortization Amount, in each case with respect to the Related Month, then the amount of such excess
shall be allocated to the Series 2022-5 Excess Collection Account.


(c)      
Allocations of Collections During the Series 2022-5 Rapid Amortization Period. With respect to the Series 2022-5 Rapid Amortization
Period, other than after the occurrence of an Event of Bankruptcy with respect to ABCR, any other Lessee or any Permitted Sublessee,
the Administrator will direct the Trustee in writing pursuant to the Administration Agreement to allocate, prior to 11:00 a.m. (New York
City time) on any Series 2022-5 Deposit Date, all amounts deposited into the Collection Account as set forth below:


(i)       
allocate to the Series 2022-5 Collection Account an amount determined as set forth in Section 2.2(a)(i) above for such day, which amount
shall be further allocated to the Series 2022-5 Accrued Interest Account; and


(ii)       
allocate to the Series 2022-5 Collection Account an amount equal to the Series 2022-5 Principal Allocation for such day, which amount
shall be used in




    	 	28	 



     


    

accordance
with Section 2.5 to make principal payments in respect of the Class A Notes until the Class A Notes have been paid in full, and after
the Class A Notes have been paid in full shall be used to make principal payments in respect of the Class B Notes until the Class B Notes
have been paid in full, and after the Class A Notes and the Class B Notes have been paid in full shall be used to make principal payments
in respect of the Class C Notes until the Class C Notes have been paid in full, and after the Class A Notes, the Class B Notes and the
Class C Notes have been paid in full (including interest thereon) shall be used to make principal payments in respect of the Class R
Notes until the Class R Notes have been paid in full; provided, however, that if on any Determination Date (A) the Administrator
determines that the amount anticipated to be available from Interest Collections allocable to the Series 2022-5 Notes and other amounts
available pursuant to Section 2.3 to pay the sum of (x) the Series 2022-5 Senior Monthly Interest for the next succeeding Distribution
Date and (y) any unpaid Series 2022-5 Shortfall on such Distribution Date (together with interest on such Series 2022-5 Shortfall) will
be less than the sum of (I) the Series 2022-5 Senior Monthly Interest for such Distribution Date and (II) such Series 2022-5 Shortfall
(together with interest thereon) and (B) the Series 2022-5 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 2022-5 Notes during the Related Month
equal to the lesser of such insufficiency and the Series 2022-5 Enhancement Amount to the Series 2022-5 Accrued Interest Account to be
treated as Interest Collections on such Distribution Date; provided further, however, that if on any Determination Date
the Administrator determines that, after giving effect the preceding proviso, the amount anticipated to be available from Interest Collections
allocable to the Series 2022-5 Notes and other amounts available pursuant to Section 2.3 to pay the sum of (x) the Series 2022-5
Senior Monthly Interest for the next succeeding Distribution Date and (y) any unpaid Series 2022-5 Shortfall on such Distribution Date
(together with interest on such Series 2022-5 Shortfall) will be less than the sum of (I) the Series 2022-5 Senior Monthly Interest for
such Distribution Date and (II) such Series 2022-5 Shortfall (together with interest thereon), then the Administrator shall direct the
Trustee in writing to reallocate a portion of the Principal Collections allocated to the Series 2022-5 Notes during the Related Month
equal to the lesser of (1) the amount of such Principal Collections that is anticipated to remain after the payment of the Series 2022-5
Senior Invested Amount in full, and (2) any such interest due and owing in respect of the Class A Notes, the Class B Notes or the Class
C Notes to the 2022-5 Accrued Interest Account to be treated as Interest Collections on such Distribution Date.


(d)      
Allocations of Collections after the Occurrence of an Event of Bankruptcy. After the occurrence of an Event of Bankruptcy with
respect to ABCR, any other Lessee or any Permitted Sublessee, the Administrator will direct the Trustee in writing pursuant to the Administration
Agreement to allocate, prior to 11:00 a.m. (New York City time) on any Series 2022-5 Deposit Date, all amounts attributable to the
AESOP I Operating Lease Loan Agreement deposited into the Collection Account as set forth below:


(i)       
allocate to the Series 2022-5 Collection Account an amount equal to the Series 2022-5 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




    	 	29	 



     


    

made
under the AESOP I Operating Lease Loan Agreement for such day. All such amounts allocated to the Series 2022-5 Collection Account shall
be further allocated to the Series 2022-5 Accrued Interest Account; and


(ii)       
allocate to the Series 2022-5 Collection Account an amount equal to the Series 2022-5 AESOP I Operating Lease Vehicle Percentage as of
the date of the occurrence of such Event of Bankruptcy of the aggregate amount of Principal Collections made under the AESOP I Operating
Lease Loan Agreement, which amount shall be used in accordance with Section 2.5, to make principal payments in respect of the
Class A Notes until the Class A Notes have been paid in full, and after the Class A Notes have been paid in full shall be used to make
principal payments in respect of the Class B Notes until the Class B Notes have been paid in full, and after the Class A Notes and the
Class B Notes have been paid in full shall be used to make principal payments in respect of the Class C Notes until the Class C Notes
have been paid in full, and after the Class A Notes, the Class B Notes and the Class C Notes have been paid in full (including interest
thereon), shall be used to make principal payments in respect of the Class R Notes until the Class R Notes have been paid in full; provided,
however, that if on any Determination Date (A) the Administrator determines that the amount anticipated to be available from Interest
Collections allocable to the Series 2022-5 Notes and other amounts available pursuant to Section 2.3 to pay the sum of (x) the
Series 2022-5 Senior Monthly Interest for the next succeeding Distribution Date and (y) any unpaid Series 2022-5 Shortfall on such Distribution
Date (together with interest on such Series 2022-5 Shortfall) will be less than the sum of (I) the Series 2022-5 Senior Monthly Interest
for such Distribution Date and (II) such Series 2022-5 Shortfall (together with interest thereon) and (B) the Series 2022-5 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 2022-5 Notes during the Related Month equal to the lesser of such insufficiency and the Series 2022-5 Enhancement
Amount to the Series 2022-5 Accrued Interest Account to be treated as Interest Collections on such Distribution Date; provided further,
however, that if on any Determination Date the Administrator determines that, after giving effect the preceding proviso, the amount
anticipated to be available from Interest Collections allocable to the Series 2022-5 Notes and other amounts available pursuant to Section
2.3 to pay the sum of (x) the Series 2022-5 Senior Monthly Interest for the next succeeding Distribution Date and (y) any unpaid
Series 2022-5 Shortfall on such Distribution (together with interest in such Series 2022-5 Shortfall), will be less than the sum of (I)
the Series 2022-5 Senior Monthly Interest for such Distribution Date and (II) such Series 2022-5 Shortfall (together with interest thereon),
then the Administrator shall direct the Trustee in writing to reallocate any portion of the Principal Collections allocated to the Series
2022-5 Notes during the Related Month equal to the lesser of (1) the amount of such Principal Collections that is anticipated to remain
after the payment of the Series 2022-5 Senior Invested Amount in full, and (2) any such interest due and owing in respect of the Class
A Notes, the Class B Notes or the Class C Notes to the 2022-5 Accrued Interest Account to be treated as Interest Collections on such
Distribution Date.


(e)      
Series 2022-5 Excess Collection Account. Amounts allocated to the Series 2022-5 Excess Collection Account on any Series 2022-5
Deposit Date will be (w) first,




    	 	30	 



     


    

deposited
in the Series 2022-5 Reserve Account in an amount up to the excess, if any, of the Series 2022-5 Required Reserve Account Amount for
such date over the Series 2022-5 Available Reserve Account Amount for such date, (x) second, used to pay the principal amount of other
Series of Notes that are then in amortization, (y) third, released to AESOP Leasing in an amount equal to the product of (A) the Loan
Agreement’s Share with respect to the AESOP I Operating Lease Loan Agreement as of such date and (B) 100% minus the Loan
Payment Allocation Percentage with respect to the AESOP I Operating Lease Loan Agreement as of such date and (C) the amount of any remaining
funds and (z) fourth, paid to ABRCF for any use permitted by the Related Documents including to make Loans under the Loan Agreements
to the extent the Borrowers have requested Loans thereunder and Eligible Vehicles are available for financing thereunder; provided,
however, that in the case of clauses (x), (y) and (z), that no Amortization Event, Series 2022-5 Enhancement Deficiency or AESOP
I Operating Lease Vehicle Deficiency would result therefrom or exist immediately thereafter. Upon the occurrence of an Amortization Event
and once a Trust Officer has actual knowledge of the Amortization Event, funds on deposit in the Series 2022-5 Excess Collection Account
will be withdrawn by the Trustee, deposited in the Series 2022-5 Collection Account and allocated as Principal Collections to reduce
the Series 2022-5 Invested Amount on the immediately succeeding Distribution Date.


(f)       
Allocations From Other Series. Amounts allocated to other Series of Notes that have been reallocated by ABRCF to the Series 2022-5
Notes (i) during the Series 2022-5 Revolving Period shall be allocated to the Series 2022-5 Excess Collection Account and applied in
accordance with Section 2.2(e) and (ii) during the Series 2022-5 Controlled Amortization Period or the Series 2022-5 Rapid Amortization
Period shall be allocated to the Series 2022-5 Collection Account and applied in accordance with Section 2.2(b) or 2.2(c), as applicable,
to make principal payments in respect of the Series 2022-5 Notes.


(g)      
Past Due Rent Payments. Notwithstanding the foregoing, if in the case of Section 2.2(a) or (b), after the occurrence of a Series
2022-5 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 2022-5 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 2022-5 Collection Account an amount equal to the Series 2022-5 Invested Percentage as of the date of the occurrence of such Series
2022-5 Lease Payment Deficit of the Collections attributable to such Past Due Rent Payment (the “Series 2022-5 Past Due Rent
Payment”). The Administrator shall instruct the Trustee in writing pursuant to the Administration Agreement to withdraw from
the Series 2022-5 Collection Account and apply the Series 2022-5 Past Due Rent Payment in the following order:


(i)       
if the occurrence of such Series 2022-5 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 2022-5 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 of the Series 2022-5 Past Due Rent Payment;




    	 	31	 



     


    

(ii)       
if the occurrence of such Series 2022-5 Lease Payment Deficit resulted in a withdrawal being made from the Series 2022-5 Cash Collateral
Account, deposit in the Series 2022-5 Cash Collateral Account an amount equal to the lesser of (x) the amount of the Series 2022-5 Past
Due Rent Payment remaining after any payment pursuant to clause (i) above and (y) the amount withdrawn from the Series 2022-5 Cash Collateral
Account on account of such Series 2022-5 Lease Payment Deficit;


(iii)     
if the occurrence of such Series 2022-5 Lease Payment Deficit resulted in a withdrawal being made from the Series 2022-5 Reserve Account
pursuant to Section 2.3(d), deposit in the Series 2022-5 Reserve Account an amount equal to the lesser of (x) the amount of the Series
2022-5 Past Due Rent Payment remaining after any payments pursuant to clauses (i) and (ii) above and (y) the excess, if any, of the Series
2022-5 Required Reserve Account Amount over the Series 2022-5 Available Reserve Account Amount on such day;


(iv)      
allocate to the Series 2022-5 Accrued Interest Account the amount, if any, by which the Series 2022-5 Lease Interest Payment Deficit,
if any, relating to such Series 2022-5 Lease Payment Deficit exceeds the amount of the Series 2022-5 Past Due Rent Payment applied pursuant
to clauses (i), (ii) and (iii) above; and


(v)      
treat the remaining amount of the Series 2022-5 Past Due Rent Payment as Principal Collections allocated to the Series 2022-5 Notes in
accordance with Section 2.2(a)(ii) or 2.2(b)(ii), as the case may be.


Section
2.3.       Payments to Noteholders. On each Determination Date, as provided below,
the Administrator shall instruct the Paying Agent in writing pursuant to the Administration Agreement to withdraw, and on the following
Distribution Date the Paying Agent, acting in accordance with such instructions, shall withdraw the amounts required to be withdrawn
from the Collection Account pursuant to Section 2.3(a) below in respect of all funds available from Interest Collections processed
since the preceding Distribution Date and allocated to the holders of the Series 2022-5 Notes.


(a)      
Note Interest with Respect to the Series 2022-5 Notes. On each Determination Date, the Administrator shall instruct the Trustee
and the Paying Agent in writing pursuant to the Administration Agreement as to the amount to be withdrawn and paid pursuant to Section
2.4 from the Series 2022-5 Accrued Interest Account to the extent funds are anticipated to be available from Interest Collections allocable
to the Series 2022-5 Notes processed from but not including the preceding Distribution Date through the succeeding Distribution Date
in respect of (i) an amount equal to the Class A Monthly Interest for the Series 2022-5 Interest Period ending on the day preceding the
related Distribution Date, (ii) an amount equal to the amount of any unpaid Class A Shortfall as of the preceding Distribution Date (together
with any accrued interest on such Class A Shortfall), (iii) an amount equal to the Class B Monthly Interest for the Series 2022-5 Interest
Period ending on the day preceding the related Distribution Date, (iv) an amount equal to the amount of any unpaid Class B Shortfall
as of the preceding Distribution Date (together with any accrued interest on such Class B Shortfall), (v) an amount equal to the Class
C Monthly Interest for the Series 2022-5 Interest Period ending on the day preceding the related Distribution Date, (vi) an amount equal
to the amount of any unpaid Class




    	 	32	 



     


    

C
Shortfall as of the preceding Distribution Date (together with any accrued interest on such Class C Shortfall), (vii) an amount equal
to the Class R Monthly Interest for the Series 2022-5 Interest Period ending on the day preceding the related Distribution Date and (viii)
an amount equal to the amount of any unpaid Class R Shortfall as of the preceding Distribution Date (together with any accrued interest
on such Class R Shortfall). On the following Distribution Date, the Trustee shall withdraw the amounts described in the first sentence
of this Section 2.3(a) from the Series 2022-5 Accrued Interest Account and deposit such amounts in the Series 2022-5 Distribution Account.
For the avoidance of doubt, no interest shall accrue or be due and payable with respect to the Class C Notes for so long as ABRCF owns
100% of the Class C Notes.


(b)      
Lease Payment Deficit Notice. On or before 3:00 p.m. (New York City time) on the Business Day immediately preceding each Distribution
Date, the Administrator shall notify the Trustee of the amount of any Series 2022-5 Lease Payment Deficit, such notification to be in
the form of Exhibit G (each a “Lease Payment Deficit Notice”).


(c)      
Draws on Multi-Series Letters of Credit For Series 2022-5 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 2022-5 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 as set forth in such notice equal to the least of (i) such Series 2022-5 Lease Interest Payment Deficit, (ii) the
excess, if any, of the sum of (A) the amounts described in clauses (i) through (vi) of Section 2.3(a) above for such Distribution Date
and (B) during the Series 2022-5 Rapid Amortization Period, the Series 2022-5 Trustee’s Fees for such Distribution Date, over the
amounts available from the Series 2022-5 Accrued Interest Account and (iii) the Series 2022-5 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 draft accompanied
by a Certificate of Lease Deficit Demand and shall cause the Lease Deficit Disbursements to be deposited in the Series 2022-5 Distribution
Account on such date; provided, however, that if the Series 2022-5 Cash Collateral Account has been established and funded,
the Trustee shall withdraw from the Series 2022-5 Cash Collateral Account and deposit in the Series 2022-5 Distribution Account an amount
equal to the lesser of (x) the Series 2022-5 Cash Collateral Percentage on such date of the least of the amounts described in clauses
(i), (ii) and (iii) above and (y) the Series 2022-5 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.


(d)      
Withdrawals from Series 2022-5 Reserve Account. If the Administrator determines on any Distribution Date that the amounts available
from the Series 2022-5 Accrued Interest Account plus the amount, if any, to be drawn under the Multi-Series Letters of Credit
and/or withdrawn from the Series 2022-5 Cash Collateral Account pursuant to Section 2.3(c) are insufficient to pay the sum of (A) the
amounts described in clauses (i) through (vi) of Section 2.3(a) above on such Distribution Date and (B) during the Series 2022-5
Rapid Amortization Period, the Series 2022-5 Trustee’s Fees for such Distribution Date, the Administrator shall instruct the Trustee
in writing to withdraw from the Series 2022-5 Reserve Account and deposit in the Series 2022-5 Distribution Account on such Distribution
Date an amount equal to the lesser of the Series 2022-5 Available Reserve Account Amount and such




    	 	33	 



     


    

insufficiency.
The Trustee shall withdraw such amount from the Series 2022-5 Reserve Account and deposit such amount in the Series 2022-5 Distribution
Account.


(e)      
[RESERVED].


(f)       
Balance. On or prior to the second Business Day preceding each Distribution Date, the Administrator shall instruct the Trustee
and the Paying Agent in writing pursuant to the Administration Agreement to pay the balance (after making the payments required in Section
2.4), if any, of the amounts available from the Series 2022-5 Accrued Interest Account and the Series 2022-5 Distribution Account, plus
the amount, if any, drawn under the Multi-Series Letters of Credit and/or withdrawn from the Series 2022-5 Cash Collateral Account
pursuant to Section 2.3(c) plus the amount, if any, withdrawn from the Series 2022-5 Reserve Account pursuant to Section 2.3(d)
as follows:


(i)       
on each Distribution Date during the Series 2022-5 Revolving Period or the Series 2022-5 Controlled Amortization Period, (1) first, to
the Administrator, an amount equal to the Series 2022-5 Percentage as of the beginning of the Series 2022-5 Interest Period ending on
the day preceding such Distribution Date of the portion of the Monthly Administration Fee payable by ABRCF (as specified in clause (iii)
of the definition thereof) for such Series 2022-5 Interest Period, (2) second, to the Trustee, an amount equal to the Series 2022-5 Percentage
as of the beginning of such Series 2022-5 Interest Period of the fees owing to the Trustee under the Base Indenture for such Series 2022-5
Interest Period, (3) third to pay any Carrying Charges (other than Carrying Charges provided for above) to the Persons to whom such amounts
are owed, an amount equal to the Series 2022-5 Percentage as of the beginning of such Series 2022-5 Interest Period of such Carrying
Charges (other than Carrying Charges provided for above) for such Series 2022-5 Interest Period and (4) fourth, the balance, if any,
shall be withdrawn by the Paying Agent from the Series 2022-5 Collection Account and deposited in the Series 2022-5 Excess Collection
Account; and


(ii)       
on each Distribution Date during the Series 2022-5 Rapid Amortization Period, (1) first, to the Trustee, an amount equal to the Series
2022-5 Percentage as of the beginning of such Series 2022-5 Interest Period ending on the day preceding such Distribution Date of the
fees owing to the Trustee under the Base Indenture for such Series 2022-5 Interest Period, (2) second, to the Administrator, an amount
equal to the Series 2022-5 Percentage as of the beginning of such Series 2022-5 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 2022-5 Interest Period, (3) third, to pay
any Carrying Charges (other than Carrying Charges provided for above) to the Persons to whom such amounts are owed, an amount equal to
the Series 2022-5 Percentage as of the beginning of such Series 2022-5 Interest Period of such Carrying Charges (other than Carrying
Charges provided for above) for such Series 2022-5 Interest Period and (4) fourth, so long as the Series 2022-5 Invested Amount is greater
than the Monthly Total Principal Allocations for the Related Month, an amount equal to the excess of the Series 2022-5 Invested Amount
over the Monthly Total Principal Allocations for the Related Month shall be treated as Principal Collections.




    	 	34	 



     


    

(g)      
Shortfalls.


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


(ii)       
If the amounts described in Section 2.3 are insufficient to pay the amounts described in clauses (i) and (ii) of Section 2.3(a) and the
Class B Monthly Interest on any Distribution Date, payments of interest to the Class B Noteholders will be reduced on a pro rata
basis by the amount of such deficiency. The aggregate amount, if any, of such deficiency on any Distribution Date (which deficiency on
any Distribution Date shall not exceed the Class B Monthly Interest for the Series 2022-5 Interest Period ended on the day preceding
such Distribution Date), together with the aggregate unpaid amount of any such deficiencies with respect to all prior Distribution Dates,
shall be referred to as the “Class B Shortfall”. Interest shall accrue on the Class B Shortfall at the Class B Note
Rate.


(iii)     
If the amounts described in Section 2.3 are insufficient to pay the amounts described in clauses (i) through (iv) of Section 2.3(a) and
the Class C Monthly Interest on any Distribution Date, payments of interest to the Class C Noteholders will be reduced on a pro rata
basis by the amount of such deficiency. The aggregate amount, if any, of such deficiency on any Distribution Date (which deficiency
on any Distribution Date shall not exceed the Class C Monthly Interest for the Series 2022-5 Interest Period ended on the day preceding
such Distribution Date), together with the aggregate unpaid amount of any such deficiencies with respect to all prior Distribution Dates,
shall be referred to as the “Class C Shortfall”. Interest shall accrue on the Class C Shortfall at the Class C Note
Rate.


(iv)      
If the amounts described in Section 2.3 are insufficient to pay the amounts described in clauses (i) through (vi) of Section 2.3(a) and
the Class R Monthly Interest on any Distribution Date, payments of interest to the Class R Noteholders will be reduced on a pro rata
basis by the amount of such deficiency. The aggregate amount, if any, of such deficiency on any Distribution Date (which deficiency
on any Distribution Date shall not exceed the Class R Monthly Interest for the Series 2022-5 Interest Period ended on the day preceding
such Distribution Date), together with the aggregate unpaid amount of any such deficiencies with respect to all prior Distribution Dates,
shall be referred to as the “Class R Shortfall”. Interest shall accrue on the Class R Shortfall at the Class R Note
Rate.


Section
2.4.       Payment of Note Interest. (a) On each Distribution Date, subject to Section 9.8 of
the Base Indenture, the Paying Agent shall, in accordance with Section 6.1 of the Base Indenture, pay the following amounts in the
following order of priority from amounts deposited into the Series 2022-5 Distribution Account pursuant to Section 2.3:




    	 	35	 



     


    

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


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


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


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


Section
2.5.       Payment of Note Principal.


(a)      Monthly
Payments During Controlled Amortization Period or Rapid Amortization Period. On each Determination Date, commencing on the second
Determination Date during the Series 2022-5 Controlled Amortization Period or the first Determination Date after the commencement of
the Series 2022-5 Rapid Amortization Period, the Administrator shall instruct the Trustee and the Paying Agent in writing pursuant to
the Administration Agreement and in accordance with this Section 2.5 as to (1) the amount allocated to the Series 2022-5 Notes during
the Related Month pursuant to Section 2.2(b)(ii), (c)(ii) or (d)(ii), as the case may be, (2) any amounts to be drawn on the Series 2022-5
Demand Notes and/or on the Multi-Series Letters of Credit (or withdrawn from the Series 2022-5 Cash Collateral Account) pursuant to this
Section 2.5 and (3) any amounts to be withdrawn from the Series 2022-5 Reserve Account pursuant to this Section 2.5 and deposited into
the Series 2022-5 Distribution Account. On the Distribution Date following each such Determination Date, the Trustee shall withdraw the
amount allocated to the Series 2022-5 Notes during the Related Month pursuant to Section 2.2(b)(ii), (c)(ii) or (d)(ii), as the case
may be, from the Series 2022-5 Collection Account and deposit such amount in the Series 2022-5 Distribution Account, to be paid to the
holders of the Series 2022-5 Notes.


 


(b)      
Principal Draws on Multi-Series Letters of Credit. If the Administrator determines on the Business Day immediately preceding any
Distribution Date during the Series 2022-5 Rapid Amortization Period that on such Distribution Date there will exist a Series 2022-5
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 2022-5 Lease Principal
Payment Deficit on or prior to 3:00 p.m. (New York City time) on the Business Day immediately preceding a Distribution Date, the Trustee
shall, by 5:00 p.m. (New York City time) on such Business Day draw an amount as set forth in such notice equal to the least of (i) such
Series 2022-5 Lease Principal Payment Deficit, (ii) the Principal Deficit Amount for such Distribution Date and (iii) the Series
2022-5 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 draft accompanied by a Certificate of Lease Deficit Demand and shall cause the Lease Deficit Disbursements
to be deposited in the Series 2022-5 Distribution Account on such date; provided, however, that if the Series 2022-5 Cash
Collateral Account has been established and funded, the Trustee shall withdraw from the Series 2022-5 Cash Collateral Account and deposit
in the Series




    	 	36	 



     


    

2022-5
Distribution Account an amount equal to the lesser of (x) the Series 2022-5 Cash Collateral Percentage for such date of the lesser of
the Series 2022-5 Lease Principal Payment Deficit and the Principal Deficit Amount for such Distribution Date and (y) the Series 2022-5
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. Notwithstanding any of the preceding to the contrary, during the period after the date of the filing by any of the Lessees
of a petition for relief under Chapter 11 of the Bankruptcy Code until the date on which each of the Lessees shall have resumed making
all payments of the portion of Monthly Base Rent relating to Loan Interest required to be made under the AESOP I Operating Lease, the
Administrator shall only instruct the Trustee to draw on the Multi-Series Letters of Credit (or withdraw from the Series 2022-5 Cash
Collateral Account, if applicable) pursuant to this Section 2.5(b), and the Trustee shall only draw (or withdraw), an amount equal to
the lesser of (i) the amount determined as provided in the preceding sentence and (ii) the excess, if any, of (x) the Series 2022-5 Liquidity
Amount on such date over (y) the Series 2022-5 Required Liquidity Amount on such date.


(c)      
Final Distribution Date. Each of the entire Class A Invested Amount, the entire Class B Invested Amount, the entire Class C Invested
Amount and the entire Class R Invested Amount shall be due and payable on the Series 2022-5 Final Distribution Date. In connection therewith:


(i)       
Demand Note Draw. If the amount to be deposited in the Series 2022-5 Distribution Account in accordance with Section 2.5(a) together
with any amounts to be deposited therein in accordance with Section 2.5(b) on the Series 2022-5 Final Distribution Date is less than
the Series 2022-5 Senior 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 2022-5 Final Distribution Date, the Administrator shall instruct the Trustee
in writing to make a demand (a “Demand Notice”) substantially in the form attached hereto as Exhibit H on the
Demand Note Issuers for payment under the Series 2022-5 Demand Notes in an amount equal to the lesser of (i) such insufficiency and (ii)
the Series 2022-5 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 Series 2022-5 Final Distribution Date deliver such Demand Notice to the Demand Note Issuers; provided,
however, that if an Event of Bankruptcy (or the occurrence of an event described in clause (a) of the definition thereof, without
the lapse of a period of sixty (60) consecutive days) with respect to a Demand Note Issuer shall have occurred and be continuing, the
Trustee shall not be required to deliver such Demand Notice to such Demand Note Issuer. The Trustee shall cause the proceeds of any demand
on the Series 2022-5 Demand Notes to be deposited into the Series 2022-5 Distribution Account.


(ii)       
Letter of Credit Draw. In the event that either (x) on or prior to 10:00 a.m. (New York City time) on the Business Day immediately
preceding the Series 2022-5 Final Distribution Date a Demand Notice has been transmitted by the Trustee to the Demand Note Issuers pursuant
to clause (i) of this Section 2.5(c) and any Demand Note Issuer shall have failed to pay to the Trustee or deposit into the Series 2022-5
Distribution Account the amount specified in such Demand Notice in whole or in part or




    	 	37	 



     


    

(y)
due to the occurrence of an Event of Bankruptcy (or the occurrence of an event described in clause (a) of the definition thereof, without
the lapse of a period of sixty (60) consecutive days) with respect to one or more of the Demand Note Issuers, the Trustee shall not have
delivered such Demand Notice to any Demand Note Issuer on the second Business Day preceding the Series 2022-5 Final Distribution 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 so failed to pay under the Series 2022-5 Demand
Notes (or, the amount that the Trustee failed to demand for payment thereunder) and (b) the Series 2022-5 Allocated Multi-Series Letter
of Credit Amount on such Business Day by presenting to each Multi-Series Letter of Credit Provider a draft accompanied by a Certificate
of Unpaid Demand Note Demand; provided, however, that if the Series 2022-5 Cash Collateral Account has been established
and funded, the Trustee shall withdraw from the Series 2022-5 Cash Collateral Account and deposit in the Series 2022-5 Distribution Account
an amount equal to the lesser of (x) the Series 2022-5 Cash Collateral Percentage on such Business Day of the amount that the Demand
Note Issuers so failed to pay under the Series 2022-5 Demand Notes (or, the amount that the Trustee failed to demand for payment thereunder)
and (y) the Series 2022-5 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 2022-5 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 2022-5 Notes and the proceeds of any
withdrawal from the Series 2022-5 Cash Collateral Account to be deposited in the Series 2022-5 Distribution Account.


(iii)     
Reserve Account Withdrawal. If, after giving effect to the deposit into the Series 2022-5 Distribution Account of the amount to
be deposited in accordance with Section 2.5(a) and the amounts described in clauses (i) and (ii) of this Section 2.5(c), the amount to
be deposited in the Series 2022-5 Distribution Account with respect to the Series 2022-5 Final Distribution Date is or will be less than
the Series 2022-5 Senior Invested Amount, then, prior to 12:00 noon (New York City time) on the second Business Day prior to such Series
2022-5 Final Distribution Date, the Administrator shall instruct the Trustee in writing to withdraw from the Series 2022-5 Reserve Account,
an amount equal to the lesser of the Series 2022-5 Available Reserve Account Amount and such remaining insufficiency and deposit it in
the Series 2022-5 Distribution Account on such Series 2022-5 Final Distribution Date.


(d)      
Principal Deficit Amount. On each Distribution Date, other than the Series 2022-5 Final Distribution Date, on which the Principal
Deficit Amount is greater than zero, amounts shall be transferred to the Series 2022-5 Distribution Account as follows:


(i)       
Demand Note Draw. If on any Determination Date, the Administrator determines that the Principal Deficit Amount with respect to
the next succeeding 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




    	 	38	 



     


    

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 2022-5 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 sixty (60) consecutive
days) with respect to a Demand Note Issuer shall have occurred and be continuing, the Trustee shall not be required to deliver such Demand
Notice to such Demand Note Issuer. The Trustee shall cause the proceeds of any demand on the Series 2022-5 Demand Note to be deposited
into the Series 2022-5 Distribution Account.


(ii)       
Letter of Credit Draw. In the event that either (x) on or prior to 10:00 a.m. (New York City time) on the Business Day prior to
such Distribution Date, any Demand Note Issuer shall have failed to pay to the Trustee or deposit into the Series 2022-5 Distribution
Account the amount specified in such Demand Notice in whole or in part or (y) due to the occurrence of an Event of Bankruptcy (or the
occurrence of an event described in clause (a) of the definition thereof, without the lapse of a period of sixty (60) consecutive days)
with respect to 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 2022-5 Allocated Multi-Series Letter of Credit Amount and (ii) the
aggregate amount that the Demand Note Issuers failed to pay under the Series 2022-5 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 draft accompanied by a Certificate of
Unpaid Demand Note Demand; provided, however, that if the Series 2022-5 Cash Collateral Account has been established and
funded, the Trustee shall withdraw from the Series 2022-5 Cash Collateral Account and deposit in the Series 2022-5 Distribution Account
an amount equal to the lesser of (x) the Series 2022-5 Cash Collateral Percentage on such Business Day of the aggregate amount that the
Demand Note Issuers so failed to pay under the Series 2022-5 Demand Notes (or, the amount that the Trustee failed to demand for payment
thereunder) and (y) the Series 2022-5 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 2022-5 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 portion of the proceeds of any draw on the Multi-Series Letters of Credit related to the Series 2022-5 Notes and the proceeds
of any withdrawal from the Series 2022-5 Cash Collateral Account to be deposited in the Series 2022-5 Distribution Account.


(iii)     
Reserve Account Withdrawal. If the Series 2022-5 Allocated Multi-Series Letter of Credit Amount will be less than the Principal
Deficit Amount on any Distribution Date, then, prior to 12:00 noon (New York City time) on the second Business Day prior to such Distribution
Date, the Administrator shall instruct the Trustee




    	 	39	 



     


    

in
writing to withdraw from the Series 2022-5 Reserve Account, an amount equal to the lesser of (x) the Series 2022-5 Available Reserve
Account Amount and (y) the amount by which the Principal Deficit Amount exceeds the amounts to be deposited in the Series 2022-5 Distribution
Account in accordance with clauses (i) and (ii) of this Section 2.5(d) and deposit it in the Series 2022-5 Distribution Account on such
Distribution Date.


(e)      
Distributions.


(i)       
Class A Notes. On each Distribution Date occurring on or after the date a withdrawal is made from the Series 2022-5 Collection
Account pursuant to Section 2.5(a) or amounts are deposited in the Series 2022-5 Distribution Account pursuant to Section 2.5(b), (c)
or (d) the Paying Agent shall, in accordance with Section 6.1 of the Base Indenture, pay pro rata to each Class A Noteholder from
the Series 2022-5 Distribution Account the amount deposited therein pursuant to Section 2.5(a), (b), (c) or (d), to the extent necessary
to pay the Class A Controlled Distribution Amount during the Series 2022-5 Controlled Amortization Period or to the extent necessary
to pay the Class A Invested Amount during the Series 2022-5 Rapid Amortization Period.


(ii)       
Class B Notes. On each Distribution Date occurring on or after the date a withdrawal is made from the Series 2022-5 Collection
Account pursuant to Section 2.5(a) or amounts are deposited in the Series 2022-5 Distribution Account pursuant to Section 2.5(b), (c)
or (d) the Paying Agent shall, in accordance with Section 6.1 of the Base Indenture, pay pro rata to each Class B Noteholder from
the Series 2022-5 Distribution Account the amount deposited therein pursuant to Section 2.5(a), (b), (c) or (d) less the aggregate amount
applied to make the payments required pursuant to Section 2.5(e)(i), to the extent necessary to pay the Class B Controlled Distribution
Amount during the Series 2022-5 Controlled Amortization Period or to the extent necessary to pay the Class B Invested Amount during the
Series 2022-5 Rapid Amortization Period.


(iii)     
Class C Notes. On each Distribution Date occurring on or after the date a withdrawal is made from the Series 2022-5 Collection
Account pursuant to Section 2.5(a) or amounts are deposited in the Series 2022-5 Distribution Account pursuant to Section 2.5(b), (c)
or (d) the Paying Agent shall, in accordance with Section 6.1 of the Base Indenture, pay pro rata to each Class C Noteholder from
the Series 2022-5 Distribution Account the amount deposited therein pursuant to Section 2.5(a), (b), (c) or (d) less the aggregate amount
applied to make the payments required pursuant to Section 2.5(e)(i) and Section 2.5(e)(ii), to the extent necessary to pay the Class
C Controlled Distribution Amount during the Series 2022-5 Controlled Amortization Period or to the extent necessary to pay the Class
C Invested Amount during the Series 2022-5 Rapid Amortization Period.


(iv)      
Class R Notes. On each Distribution Date occurring on or after the date a withdrawal is made from the Series 2022-5 Collection
Account pursuant to Section 2.5(a) the Paying Agent shall, in accordance with Section 6.1 of the Base Indenture, pay pro rata
to each Class R Noteholder from the Series 2022-5 Distribution Account the amount deposited therein pursuant to Section 2.5(a) less the
aggregate amount applied to make the payments required pursuant to Section 2.5(e)(i), Section 2.5(e)(ii) and Section




    	 	40	 



     


    

2.5(e)(iii),
to the extent necessary to pay the Class R Controlled Amortization Amount during the Series 2022-5 Controlled Amortization Period or
to the extent necessary to pay the Class R Invested Amount during the Series 2022-5 Rapid Amortization Period.


Section
2.6.       Administrator’s Failure to Instruct the Trustee to Make a Deposit,
Draw or Payment.


(a)      
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 Series 2022-5 Demand Notes or 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 Series
2022-5 Demand Notes or the Multi-Series Letters of Credit, or such withdrawal from such Account, in each case without such notice or
instruction from the Administrator; provided, however, that the Administrator, upon request of the Trustee, promptly provides the Trustee
with all information necessary to allow the Trustee to make such a payment, 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
2.7.       Series 2022-5 Reserve Account.


(a)      Establishment
of Series 2022-5 Reserve Account. ABRCF shall establish and maintain in the name of the Series 2022-5 Agent for the benefit of the
Class A Noteholders, the Class B Noteholders and the Class C Noteholders, or cause to be established and maintained, an account (the
“Series 2022-5 Reserve Account”), bearing a designation clearly indicating that the funds deposited therein are held
for the benefit of the Class A Noteholders, the Class B Noteholders and the Class C Noteholders. The Series 2022-5 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 2022-5 Reserve Account;
provided, however, that, if at any time such Qualified Institution is no longer a Qualified Institution or the credit rating
of any securities issued by such depositary institution or trust company shall be reduced to below “Baa3” by Moody’s
or “BBB-” by Fitch, then ABRCF shall, within thirty (30) days of such reduction, establish a new Series 2022-5 Reserve Account
with a new Qualified Institution. If the Series 2022-5 Reserve Account is not maintained in accordance with the previous sentence, ABRCF
shall establish a new Series 2022-5 Reserve Account, within ten (10) Business Days after obtaining knowledge of such fact, which complies
with such sentence, and shall instruct the Series 2022-5 Agent in writing to transfer all cash and investments from the non-qualifying
Series 2022-5 Reserve Account into the new Series 2022-5 Reserve Account. Initially, the Series 2022-5 Reserve Account will be established
with The Bank of New York Mellon Trust Company, N.A.


 


(b)      
Administration of the Series 2022-5 Reserve Account. The Administrator may instruct the institution maintaining the Series 2022-5
Reserve Account to invest funds on




    	 	41	 



     


    

deposit
in the Series 2022-5 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 2022-5 Reserve Account is held with the Paying Agent, then such investment may mature on
such Distribution Date and such funds shall be available for withdrawal on or prior to such Distribution Date; provided further,
that in the case of Permitted Investments held in the Series 2022-5 Reserve Account and so long as any Series 2022-5 Note is rated by
Fitch (x) any Permitted Investment set forth in clauses (ii), (iii), (vi) and (vii) of the definition thereof will have a rating of “AA-”
or “F1+” by Fitch and (y) any Permitted Investment set forth in clause (v) of the definition thereof will either have a rating
of “AAAmmf” by Fitch or, if such fund is not rated by Fitch, the then highest rating from two nationally recognized investment
rating agencies (other than Fitch). All such Permitted Investments will be credited to the Series 2022-5 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 2022-5 Reserve Account. ABRCF shall not direct the Trustee to dispose
of (or permit the disposal of) any Permitted Investment prior to the maturity thereof to the extent such disposal would result in a loss
of the purchase price of such Permitted Investment. In the absence of written investment instructions hereunder, funds on deposit in
the Series 2022-5 Reserve Account shall remain uninvested.


(c)      
Earnings from Series 2022-5 Reserve Account. All interest and earnings (net of losses and investment expenses) paid on funds on
deposit in the Series 2022-5 Reserve Account shall be deemed to be on deposit therein and available for distribution.


(d)      
Series 2022-5 Reserve Account Constitutes Additional Collateral for Series 2022-5 Senior Notes. In order to secure and provide
for the repayment and payment of the ABRCF Obligations with respect to the Series 2022-5 Senior Notes, ABRCF hereby grants a security
interest in and assigns, pledges, grants, transfers and sets over to the Trustee, for the benefit of the Class A Noteholders, the Class
B Noteholders and the Class C Noteholders, all of ABRCF’s right, title and interest in and to the following (whether now or hereafter
existing or acquired): (i) the Series 2022-5 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 2022-5 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 2022-5 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 2022-5 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 2022-5 Reserve




    	 	42	 



     


    

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
2022-5 Reserve Account and in all proceeds thereof, and shall be the only person authorized to originate entitlement orders in respect
of the Series 2022-5 Reserve Account. The Series 2022-5 Reserve Account Collateral shall be under the sole dominion and control of the
Trustee for the benefit of the Class A Noteholders, the Class B Noteholders and the Class C Noteholders. The Series 2022-5 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 2022-5 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 2022-5 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)      
Series 2022-5 Reserve Account Surplus. In the event that the Series 2022-5 Reserve Account Surplus on any Distribution Date, after
giving effect to all withdrawals from the Series 2022-5 Reserve Account, is greater than zero, if no Series 2022-5 Enhancement Deficiency
or AESOP I Operating Lease Vehicle Deficiency would result therefrom or exist thereafter, the Trustee, acting in accordance with the
written instructions of the Administrator pursuant to the Administration Agreement, shall withdraw from the Series 2022-5 Reserve Account
an amount equal to the Series 2022-5 Reserve Account Surplus and shall pay such amount to ABRCF.


(f)       
Termination of Series 2022-5 Reserve Account. Upon the termination of the Indenture pursuant to Section 11.1 of the Base Indenture,
the Trustee, acting in accordance with the written instructions of the Administrator, after the prior payment of all amounts owing to
the Series 2022-5 Noteholders and payable from the Series 2022-5 Reserve Account as provided herein, shall withdraw from the Series 2022-5
Reserve Account all amounts on deposit therein for payment to ABRCF.


Section
2.8.       Multi-Series Letters of Credit and Series 2022-5 Cash Collateral Account.


(a)      Multi-Series
Letters of Credit and Series 2022-5 Cash Collateral Account Constitute Additional Collateral for Series 2022-5 Senior Notes. In order
to secure and provide for the repayment and payment of the ABRCF Obligations with respect to the Series 2022-5 Senior Notes, ABRCF hereby
grants a security interest in and assigns, pledges, grants, transfers and sets over to the Trustee, for the benefit of the holders of
the Class A Noteholders, the Class B Noteholders and the Class C Noteholders, all of ABRCF’s right, title and interest in and to
the following (whether now or hereafter existing or acquired): (i) each 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
2022-5 Cash Collateral Account, including any security entitlement thereto; (iii) all funds on deposit in the Series 2022-5 Cash
Collateral Account from time to time; (iv) all certificates and instruments, if any, representing or evidencing any or all of the
Series 2022-5 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 2022-5 Cash Collateral Account, whether constituting securities,




    	 	43	 



     


    

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 2022-5 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 2022-5 Cash Collateral Account Collateral”). The Trustee shall, for the
benefit of the Class A Noteholders, the Class B Noteholders and the Class C Noteholders, possess all right, title and interest in all
funds on deposit from time to time in the Series 2022-5 Cash Collateral Account and in all proceeds thereof, and shall be the only person
authorized to originate entitlement orders in respect of the Series 2022-5 Cash Collateral Account. The Series 2022-5 Cash Collateral
Account shall be under the sole dominion and control of the Trustee for the benefit of the Class A Noteholders, the Class B Noteholders
and the Class C Noteholders. The Series 2022-5 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 2022-5 Cash Collateral Account; (ii) that its jurisdiction as a securities intermediary
is New York, (iii) that each item of property (whether investment property, financial asset, security, instrument or cash) credited to
the Series 2022-5 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 2022-5
Notes and available to be drawn under such Multi-Series Letter of Credit but taking into account the amount allocated to the Series 2022-5
Notes under each substitute Multi-Series Letter of Credit which has been obtained from a Series 2022-5 Eligible Letter of Credit Provider
and is in full force and effect on such date, the Series 2022-5 Enhancement Amount would be equal to or more than the Series 2022-5 Required
Enhancement Amount and the Series 2022-5 Liquidity Amount would be equal to or greater than the Series 2022-5 Required Liquidity Amount,
then the Administrator shall notify the Trustee in writing no later than two (2) 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 2022-5 Notes
and available to be drawn under such Multi-Series Letter of Credit but taking into account the amount allocated to the Series 2022-5
Notes under each substitute Multi-Series Letter of Credit which has been obtained from a Series 2022-5 Eligible Letter of Credit Provider
and is in full force and effect on such date, the Series 2022-5 Enhancement Amount would be less than the Series 2022-5 Required Enhancement
Amount or the Series 2022-5 Liquidity Amount would be less than the Series 2022-5 Required Liquidity Amount, then the Administrator shall
notify the Trustee in writing no later than two (2) 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 2022-5 Required Enhancement Amount over the Series 2022-5 Enhancement Amount, excluding
the amount allocated to the Series 2022-5 Notes and available amount under such expiring Multi-Series Letter of Credit but taking into
account the amount allocated to the Series 2022-5 Notes under any substitute Multi-Series Letter of Credit which has been obtained from
a Series 2022-5 Eligible Letter of Credit Provider and is in full force and effect, on such date, and




    	 	44	 



     


    

(B)
the excess, if any, of the Series 2022-5 Required Liquidity Amount over the Series 2022-5 Liquidity Amount, excluding the amount allocated
to the Series 2022-5 Notes and available amount under such expiring Multi-Series Letter of Credit but taking into account the amount
allocated to the Series 2022-5 Notes under any substitute Multi-Series Letter of Credit which has been obtained from a Series 2022-5
Eligible Letter of Credit Provider and is in full force and effect, on such date, and (y) the amount allocated to the Series 2022-5 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 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 draft accompanied by a Certificate of Termination Demand and shall cause the Termination Disbursement
to be deposited in the Series 2022-5 Cash Collateral Account.


If
the Trustee does not receive the notice from the Administrator described in the first paragraph of this Section 2.8(b) on or prior to
the date that is two (2) 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 2022-5 Notes under such Multi-Series Letter of
Credit by presenting a draft accompanied by a Certificate of Termination Demand and shall cause the Termination Disbursement to be deposited
in the Series 2022-5 Cash Collateral Account.


(c)      
Multi-Series Letter of Credit Providers. The Administrator shall notify the Trustee in writing within one (1) Business Day of
becoming aware that (i) the long-term senior unsecured debt credit rating of any Multi-Series Letter of Credit Provider has fallen
below “A1” as determined by Moody’s or “A+” as determined by Fitch or (ii) the short-term senior unsecured
debt credit rating of any Multi-Series Letter of Credit Provider has fallen below “P-1” as determined by Moody’s or
“F1” as determined by Fitch. At such time the Administrator shall also notify the Trustee of (i) the greater of (A)
the excess, if any, of the Series 2022-5 Required Enhancement Amount over the Series 2022-5 Enhancement Amount, excluding the amount
allocated to the Series 2022-5 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 2022-5 Required Liquidity Amount over the Series 2022-5 Liquidity Amount,
excluding the amount allocated to the Series 2022-5 Notes and available under such Multi-Series Letter of Credit, on such date, and (ii) the
amount allocated to the Series 2022-5 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 draft
accompanied by a Certificate of Termination Demand and shall cause the Termination Disbursement to be deposited in the Series 2022-5
Cash Collateral Account.




    	 	45	 



     


    

(d)      
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 2022-5 Demand Note Payment
Amount, if any, as of the Multi-Series Letter of Credit Termination Date and, if the Series 2022-5 Demand Note Payment Amount is greater
than zero, 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 Series 2022-5 Demand Note Payment Amount and (ii) the Series 2022-5 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 draft accompanied by a Certificate of Termination Date Demand and shall cause the Termination Date Disbursement to be deposited
in the Series 2022-5 Cash Collateral Account; provided, however, that if the Series 2022-5 Cash Collateral Account has
been established and funded, the Trustee shall draw an amount equal to the product of (a) 100% minus the Series 2022-5 Cash
Collateral Percentage and (b) the lesser of the amounts referred to in clause (i) and (ii) on such Business Day on the Multi-Series Letters
of Credit as calculated by the Administrator and provided in writing to the Trustee.


(e)      
Draws on the Multi-Series Letters 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 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.


(f)       
Establishment of Series 2022-5 Cash Collateral Account. On or prior to the date of any drawing under a Multi-Series Letter of
Credit pursuant to Section 2.8(b), (c) or (d) above, ABRCF shall establish and maintain in the name of the Trustee for the benefit
of the Class A Noteholders, the Class B Noteholders and the Class C Noteholders, or cause to be established and maintained, an account
(the “Series 2022-5 Cash Collateral Account”), bearing a designation clearly indicating that the funds deposited therein
are held for the benefit of the Class A Noteholders, the Class B Noteholders and the Class C Noteholders. The Series 2022-5 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 2022-5 Cash Collateral Account; provided, however, that if at any time such Qualified Institution is no longer a
Qualified Institution or the credit rating of any securities issued by such depository institution or trust company shall be reduced
to below “Baa3” by Moody’s or “BBB-” by Fitch, then ABRCF shall, within thirty (30) days of such reduction,
establish a new Series 2022-5 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 2022-5 Cash Collateral Account. If a new Series 2022-5 Cash Collateral Account is established, ABRCF shall instruct the
Trustee in writing to transfer all cash and investments from the non-qualifying Series 2022-5 Cash Collateral Account into the new
Series 2022-5 Cash Collateral Account.




    	 	46	 



     


    

(g)      
Administration of the Series 2022-5 Cash Collateral Account. ABRCF may instruct (by standing instructions or otherwise) the institution
maintaining the Series 2022-5 Cash Collateral Account to invest funds on deposit in the Series 2022-5 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 2022-5 Cash Collateral Account is held with the Paying Agent, in which case such investment may mature on such Distribution Date
so long as such funds shall be available for withdrawal on or prior to such Distribution Date; provided further, that in the case
of Permitted Investments held in the Series 2022-5 Cash Collateral Account and so long as any Series 2022-5 Note is rated by Fitch (x)
any Permitted Investment set forth in clauses (ii), (iii), (vi) and (vii) of the definition thereof will have a rating of “AA-”
or “F1+” by Fitch and (y) any Permitted Investment set forth in clause (v) of the definition thereof will either have a rating
of “AAAmmf” by Fitch or, if such fund is not rated by Fitch, the then highest rating from two nationally recognized investment
rating agencies (other than Fitch). All such Permitted Investments will be credited to the Series 2022-5 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 2022-5 Cash Collateral Account. ABRCF shall not direct the Trustee
to dispose of (or permit the disposal of) any Permitted Investment prior to the maturity thereof to the extent such disposal would result
in a loss of the purchase price of such Permitted Investment. In the absence of written investment instructions hereunder, funds on deposit
in the Series 2022-5 Cash Collateral Account shall remain uninvested.


(h)      
Earnings from Series 2022-5 Cash Collateral Account. All interest and earnings (net of losses and investment expenses) paid on
funds on deposit in the Series 2022-5 Cash Collateral Account shall be deemed to be on deposit therein and available for distribution.


(i)       
Series 2022-5 Cash Collateral Account Surplus. In the event that the Series 2022-5 Cash Collateral Account Surplus on any Distribution
Date (or, after the Multi-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 2022-5 Cash Collateral Account an amount equal to
the Series 2022-5 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 2022-5 Reimbursement Agreement, for application in accordance with
the provisions of the related Series 2022-5 Reimbursement Agreement, and, second, to ABRCF any remaining amount.


(j)       
Termination of Series 2022-5 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 2022-5 Noteholders and payable from the Series 2022-5 Cash Collateral Account as




    	 	47	 



     


    

provided
herein, shall withdraw from the Series 2022-5 Cash Collateral Account all amounts on deposit therein (to the extent not withdrawn pursuant
to Section 2.8(i) 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 2022-5 Reimbursement Agreement, for application in accordance with the provisions
of the related Series 2022-5 Reimbursement Agreement, and, second, to ABRCF any remaining amount.


Section
2.9.       Series 2022-5 Distribution Account.


(a)      Establishment
of Series 2022-5 Distribution Account. ABRCF shall establish and maintain in the name of the Trustee for the benefit of the Series
2022-5 Noteholders, or cause to be established and maintained, an account (the “Series 2022-5 Distribution Account”),
bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Series 2022-5 Noteholders.
The Series 2022-5 Distribution Account shall be maintained (i) with a Qualified Institution, or (ii) as a segregated trust account with
the corporate trust department of a depository institution or trust company having corporate trust powers and acting as trustee for funds
deposited in the Series 2022-5 Distribution Account; provided, however, that if at any time such Qualified Institution is no longer a
Qualified Institution or the credit rating of any securities issued by such depositary institution or trust company shall be reduced
to below “Baa3” by Moody’s or “BBB-” by Fitch, then ABRCF shall, within thirty (30) days of such reduction,
establish a new Series 2022-5 Distribution Account with a new Qualified Institution. If the Series 2022-5 Distribution Account is not
maintained in accordance with the previous sentence, ABRCF shall establish a new Series 2022-5 Distribution Account, within ten (10)
Business Days after obtaining knowledge of such fact, which complies with such sentence, and shall instruct the Series 2022-5 Agent in
writing to transfer all cash and investments from the non-qualifying Series 2022-5 Distribution Account into the new Series 2022-5
Distribution Account. Initially, the Series 2022-5 Distribution Account will be established with The Bank of New York Mellon Trust Company,
N.A.


 


(b)      
Administration of the Series 2022-5 Distribution Account. The Administrator may instruct the institution maintaining the Series
2022-5 Distribution Account to invest funds on deposit in the Series 2022-5 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 2022-5 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 2022-5 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 2022-5 Distribution Account. ABRCF shall not
direct the Trustee to dispose of (or permit the disposal of) any Permitted




    	 	48	 



     


    

Investment
prior to the maturity thereof to the extent such disposal would result in a loss of the purchase price of such Permitted Investment.
In the absence of written investment instructions hereunder, funds on deposit in the Series 2022-5 Distribution Account shall remain
uninvested.


(c)      
Earnings from Series 2022-5 Distribution Account. All interest and earnings (net of losses and investment expenses) paid on funds
on deposit in the Series 2022-5 Distribution Account shall be deemed to be on deposit and available for distribution.


(d)      
Series 2022-5 Distribution Account Constitutes Additional Collateral for Series 2022-5 Notes. In order to secure and provide for
the repayment and payment of the ABRCF Obligations with respect to the Series 2022-5 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 2022-5 Noteholders, all of ABRCF’s
right, title and interest in and to the following (whether now or hereafter existing or acquired): (i) the Series 2022-5 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 2022-5 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 2022-5 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 2022-5 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 2022-5 Distribution Account Collateral”). The Trustee shall possess
all right, title and interest in all funds on deposit from time to time in the Series 2022-5 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 2022-5 Distribution Account.
The Series 2022-5 Distribution Account Collateral shall be under the sole dominion and control of the Trustee for the benefit of the
Series 2022-5 Noteholders. The Series 2022-5 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 2022-5 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 2022-5 Distribution Account shall be treated as a financial asset (as defined in Section 8-102(a)(9) of the New York
UCC) and (iv) to comply with any entitlement order (as defined in Section 8-102(a)(8) of the New York UCC) issued by the
Trustee.


Section
2.10.      Series 2022-5 Accounts Permitted Investments. ABRCF shall not, and shall not permit, funds
on deposit in the Series 2022-5 Accounts to be invested in:


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


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




    	 	49	 



     


    

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


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


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


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


Section
2.11.      Series 2022-5 Demand Notes Constitute Additional Collateral for Series 2022-5 Senior Notes.
In order to secure and provide for the repayment and payment of the ABRCF Obligations with respect to the Series 2022-5 Senior Notes,
ABRCF hereby grants a security interest in and assigns, pledges, grants, transfers and sets over to the Trustee, for the benefit of the
Class A Noteholders, the Class B Noteholders and the Class C Noteholders, all of ABRCF’s right, title and interest in and to the
following (whether now or hereafter existing or acquired): (i) the Series 2022-5 Demand Notes; (ii) all certificates and instruments,
if any, representing or evidencing the Series 2022-5 Demand Notes; and (iii) all proceeds of any and all of the foregoing, including,
without limitation, cash. On the date hereof, ABRCF shall deliver to the Trustee, for the benefit of the Class A Noteholders, the Class
B Noteholders and the Class C Noteholders, each Series 2022-5 Demand Note, endorsed in blank. The Trustee, for the benefit of the Class
A Noteholders, the Class B Noteholders and the Class C Noteholders, shall be the only Person authorized to make a demand for payments
on the Series 2022-5 Demand Notes.


Section
2.12.      Subordination of the Class B Notes, Class C Notes, Class D Notes and the Class R Notes.


(a)     Notwithstanding
anything to the contrary contained in this Supplement, the Base Indenture or in any other Related Document, the Class B Notes will be
subordinate in all respects to the Class A Notes as and to the extent set forth in this Section 2.12(a). No payments on account of principal
shall be made with respect to the Class B Notes on any Distribution Date during the Series 2022-5 Controlled Amortization Period unless
an amount equal to the Class A Controlled Distribution Amount for the Related Month shall have been paid to the Class A Noteholders and
no payments on account of principal shall be made with respect to the Class B Notes during the Series 2022-5 Rapid Amortization Period
or on the Series 2022-5 Final Distribution Date until the Class A Notes have been paid in full. No payments on account of interest shall
be made with respect to the Class B Notes on any Distribution Date until all payments of interest then due and payable with respect to
the Class A Notes (including, without limitation, all accrued interest, all Class A Shortfall and all interest accrued on such Class
A Shortfall) have been paid in full.


 


(b)     Notwithstanding
anything to the contrary contained in this Supplement, the Base Indenture or in any other Related Document, the Class C Notes will be
subordinate in all respects to the Class A Notes and the Class B Notes as and to the extent set forth in this Section 2.12(b). No payments
on account of principal shall be made with respect to the Class C Notes on any Distribution Date during the Series 2022-5 Controlled
Amortization Period unless




    	 	50	 



     


    

an
amount equal to the Class A Controlled Distribution Amount for the Related Month shall have been paid to the Class A Noteholders and
an amount equal to the Class B Controlled Distribution Amount for the Related Month shall have been paid to the Class B Noteholders.
No payments on account of principal shall be made with respect to the Class C Notes during the Series 2022-5 Rapid Amortization Period
or on the Series 2022-5 Final Distribution Date until the Class A Notes and the Class B Notes have been paid in full. No payments on
account of interest shall be made with respect to the Class C Notes on any Distribution Date until all payments of interest then due
and payable with respect to the Class A Notes and Class B Notes (including, without limitation, all accrued interest, all Class A Shortfall,
all interest accrued on such Class A Shortfall, all Class B Shortfall and all interest accrued on such Class B Shortfall) have been paid
in full.


(c)     Notwithstanding
anything to the contrary contained in this Supplement, the Base Indenture or in any other Related Document, the Class D Notes, if issued,
will be subordinate in all respects to the Class A Notes, the Class B Notes and the Class C Notes as and to the extent set forth in this
Section 2.12(c). No payments on account of principal shall be made with respect to the Class D Notes on any Distribution Date during
the Series 2022-5 Controlled Amortization Period unless an amount equal to the Class A Controlled Distribution Amount for the Related
Month shall have been paid to the Class A Noteholders, an amount equal to the Class B Controlled Distribution Amount for the Related
Month shall have been paid to the Class B Noteholders and an amount equal to the Class C Controlled Distribution Amount for the Related
Month shall have been paid to the Class C Noteholders. No payments on account of principal shall be made with respect to the Class D
Notes during the Series 2022-5 Rapid Amortization Period or on the Series 2022-5 Final Distribution Date until the Class A Notes, the
Class B Notes and the Class C Notes have been paid in full. No payments on account of interest shall be made with respect to the Class
D Notes on any Distribution Date until all payments of interest then due and payable with respect to the Class A Notes, Class B Notes
and Class C Notes (including, without limitation, all accrued interest, all Class A Shortfall, all interest accrued on such Class A Shortfall,
all Class B Shortfall, all interest accrued on such Class B Shortfall, all Class C Shortfall and all interest accrued on such Class C
Shortfall) have been paid in full.


(d)     Notwithstanding
anything to the contrary contained in this Supplement, the Base Indenture or in any other Related Document, the Class R Notes will be
subordinate in all respects to the Class A Notes, the Class B Notes, the Class C Notes and the Class D Notes (if issued), as and to the
extent set forth in this Section 2.12(d). No payments on account of principal shall be made with respect to the Class R Notes during
the Series 2022-5 Controlled Amortization Period or the Series 2022-5 Rapid Amortization Period or on the Series 2022-5 Final Distribution
Date until the Class A Notes, the Class B Notes, the Class C Notes and, if issued, the Class D Notes have been paid in full. No payments
on account of interest shall be made with respect to the Class R Notes on any Distribution Date until all payments of interest and principal
due and payable on such Distribution Date with respect to the Class A Notes, the Class B Notes, the Class C Notes and, if issued, Class
D Notes (including, without limitation, all accrued interest, all Class A Shortfall, all interest accrued on such Class A Shortfall,
all Class B Shortfall, all interest accrued on such Class B Shortfall, all Class C Shortfall, all interest accrued on such Class C Shortfall,
all due and unpaid interest on the Class D Notes (if issued) and all interest accrued on such unpaid amounts) have been paid in
full.



    	 	51	 



     


    

ARTICLE
III



AMORTIZATION EVENTS


In
addition to the Amortization Events set forth in Section 9.1 of the Base Indenture, any of the following shall be an Amortization Event
with respect to the Series 2022-5 Notes and collectively shall constitute the Amortization Events set forth in Section 9.1(n) of the
Base Indenture with respect to the Series 2022-5 Notes (without notice or other action on the part of the Trustee or any holders of the
Series 2022-5 Notes):


(a)      
a Series 2022-5 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 2022-5 Enhancement
Deficiency shall have been cured in accordance with the terms and conditions of the Indenture and the Related Documents;


(b)      
the Series 2022-5 Liquidity Amount shall be less than the Series 2022-5 Required Liquidity 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)      
the Collection Account, the Series 2022-5 Collection Account, the Series 2022-5 Excess Collection Account or the Series 2022-5 Reserve
Account shall be subject to an injunction, estoppel or other stay or a Lien (other than Liens permitted under the Related Documents);


(d)      
all principal of and interest on any Class of the Series 2022-5 Notes is not paid in full on or before the Series 2022-5 Expected Final
Distribution Date;


(e)      
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 2022-5
Enhancement Deficiency would result from excluding the Series 2022-5 Applicable Multi-Series L/C Amount attributable to such Multi-Series
Letter of Credit from the Series 2022-5 Enhancement Amount or (y) the Series 2022-5 Liquidity Amount, excluding therefrom the Series
2022-5 Applicable Multi-Series L/C Amount attributable to such Multi-Series Letter of Credit, would be less than the Series 2022-5 Required
Liquidity Amount;


(f)       
from and after the funding of the Series 2022-5 Cash Collateral Account, the Series 2022-5 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 2022-5 Enhancement Deficiency would result from excluding the Series 2022-5 Available Cash Collateral Account
Amount from the Series 2022-5 Enhancement Amount or (y) the Series 2022-5 Liquidity Amount, excluding therefrom the Series 2022-5 Available
Cash Collateral Account Amount, would be less than the Series 2022-5 Required Liquidity Amount; and




    	 	52	 



     


    

(g)      
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 its Multi-Series Letter of Credit or refuses to honor a proper draw thereon and either (x) a Series 2022-5 Enhancement
Deficiency would result from excluding the Series 2022-5 Applicable Multi-Series L/C Amount attributable to such Multi-Series Letter
of Credit from the Series 2022-5 Enhancement Amount or (y) the Series 2022-5 Liquidity Amount, excluding therefrom the Series 2022-5
Applicable Multi-Series L/C Amount attributable to such Multi-Series Letter of Credit, would be less than the Series 2022-5 Required
Liquidity Amount.


ARTICLE
IV



FORM OF SERIES 2022-5 NOTES


Section
4.1.       Restricted Global Series 2022-5 Notes. Each Class of the Series 2022-5
Notes to be issued in the United States will be issued in book-entry form and represented by one or more permanent global Notes in
fully registered form without interest coupons (each, a “Restricted Global Class A Note”, a “Restricted Global
Class B Note”, a “Restricted Global Class C Note” or a “Restricted Global Class R Note”,
as the case may be), substantially in the form set forth in Exhibits A-1, B-1, C-1 and D-1, with
such legends as may be applicable thereto as set forth in the Base Indenture, and will be sold only in the United States (1) initially
to institutional accredited investors within the meaning of Regulation D under the Securities Act in reliance on an exemption from the
registration requirements of the Securities Act and (2) thereafter to qualified institutional buyers within the meaning of, and
in reliance on, Rule 144A under the Securities Act and shall be deposited on behalf of the purchasers of such Class of the Series 2022-5
Notes represented thereby, with the Trustee as custodian for DTC, and registered in the name of Cede as DTC’s nominee, duly executed
by ABRCF and authenticated by the Trustee in the manner set forth in Section 2.4 of the Base Indenture.


Section
4.2.       Temporary Global Series 2022-5 Notes; Permanent Global Series 2022-5 Notes.
Each Class of the Series 2022-5 Notes to be issued outside the United States will be issued and sold in transactions outside the United
States in reliance on Regulation S under the Securities Act, as provided in the applicable note purchase agreement, and shall initially
be issued in the form of one or more temporary notes in registered form without interest coupons (each, a “Temporary Global
Class A Note”, a “Temporary Global Class B Note”, a “Temporary Global Class C Note” or
a “Temporary Global Class R Note”, as the case may be, and collectively the “Temporary Global Series 2022-5
Notes”), substantially in the form set forth in Exhibits A-2, B-2, C-2 and D-2 which shall
be deposited on behalf of the purchasers of such Class of the Series 2022-5 Notes represented thereby with a custodian for, and registered
in the name of a nominee of DTC, for the account of Euroclear Bank S.A./N.V., as operator of the Euroclear System, or for Clearstream
Banking, société anonyme, duly executed by ABRCF and authenticated by the Trustee in the manner set forth in Section
2.4 of the Base Indenture. Interests in each Temporary Global Series 2022-5 Note will be exchangeable, in whole or in part, for interests
in one or more permanent global notes in registered form without interest coupons (each, a “Permanent Global Class A Note”,
a “Permanent Global Class B Note”, a “Permanent Global Class C Note” or a “Permanent Global
Class R Note”, as the case may be, and collectively the “Permanent Global Series 2022-5 Notes”), substantially
in the form of Exhibits




    	 	53	 



     


    

A-3,
B-3, C-3 and D-3 in accordance with the provisions of such Temporary Global Series 2022-5 Note and the Base
Indenture (as modified by this Supplement). Interests in a Permanent Global Series 2022-5 Note will be exchangeable for a definitive
Series 2022-5 Note in accordance with the provisions of such Permanent Global Series 2022-5 Note and the Base Indenture (as modified
by this Supplement). The Restricted Global Class A Notes, the Temporary Global Class A Notes and the Permanent Global Class A Notes are
collectively referred to as the “Global Class A Notes”, the Restricted Global Class B Notes, the Temporary Global
Class B Notes and the Permanent Global Class B Notes are collectively referred to as the “Global Class B Notes”, the
Restricted Global Class C Notes, the Temporary Global Class C Notes and the Permanent Global Class C Notes are collectively referred
to as the “Global Class C Notes” and the Restricted Global Class R Notes, the Temporary Global Class R Notes and the
Permanent Global Class R Notes are collectively referred to as the “Global Class R Notes”.


ARTICLE
V



GENERAL


Section
5.1.       Optional Repurchase.


(a)      The
Series 2022-5 Notes shall be subject to repurchase by ABRCF at its option in accordance with Section 6.3 of the Base Indenture on any
Distribution Date (any such Distribution Date, a “Clean-up Repurchase Distribution Date”) after the Series 2022-5
Invested Amount is reduced to an amount less than or equal to 10% of the sum of the Class A Initial Invested Amount, the Class B Initial
Invested Amount, the Class C Initial Invested Amount, the initial invested amount of the Class D Notes (if issued), the Class R Initial
Invested Amount and the aggregate principal amount of any Additional Class R Notes (the “Series 2022-5 Repurchase Amount”).
The repurchase price for any Series 2022-5 Note subject to a Clean-up Repurchase shall equal the aggregate outstanding principal balance
of such Series 2022-5 Note (determined after giving effect to any payments of principal and interest on such Distribution Date), plus
accrued and unpaid interest on such outstanding principal balance.


 


(b)     The
Series 2022-5 Notes shall also be subject to repurchase at the election of the ABRCF in accordance with Section 6.3 of the Base Indenture,
in whole but not in part, on any Distribution Date (any such Distribution Date, an “Optional Repurchase Distribution Date”)
that occurs prior to the earlier to occur of (x) the commencement of the Series 2022-5 Rapid Amortization Period and (y) the Clean-up
Repurchase Distribution Date (any such repurchase, an “Optional Repurchase”). The repurchase price for any Series
2022-5 Note subject to an Optional Repurchase shall equal (1) the aggregate outstanding principal balance of such Series 2022-5 Note
(determined after giving effect to any payments made pursuant to Section 2.5(a) on such Distribution Date), plus (2) accrued and
unpaid interest on such outstanding principal balance (determined after giving effect to any payments made pursuant to Section 2.4 on
such Distribution Date) plus (3) the Make Whole Payment with respect to such Series 2022-5 Note.


 


Section
5.2.       Information. The Trustee shall provide to the Series 2022-5 Noteholders,
or their designated agent, copies of all information furnished to the Trustee or ABRCF pursuant to the Related Documents, as such information
relates to the Series 2022-5 Notes or the Series 2022-5 Collateral.



    	 	54	 



     


    

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


	 	Exhibit A-1:	Form of Restricted Global Class A Note
	 	Exhibit A-2:	Form of Temporary Global Class A Note
	 	Exhibit A-3:	Form of Permanent Global Class A Note
	 	Exhibit B-1:	Form of Restricted Global Class B Note
	 	Exhibit B-2:	Form of Temporary Global Class B Note
	 	Exhibit B-3:	Form of Permanent Global Class B Note
	 	Exhibit C-1:	Form of Restricted Global Class C Note
	 	Exhibit C-2:	Form of Temporary Global Class C Note
	 	Exhibit C-3:	Form of Permanent Global Class C Note
	 	Exhibit D-1:	Form of Restricted Global Class R Note
	 	Exhibit D-2:	Form of Temporary Global Class R Note
	 	Exhibit D-3:	Form of Permanent Global Class R Note
	 	Exhibit E:	Form of Series 2022-5 Demand Note
	 	Exhibit F:	Form of Letter of Credit
	 	Exhibit G:	Form of Lease Payment Deficit Notice
	 	Exhibit H:	Form of Demand Notice
	 	Exhibit I:	Form of Supplemental Indenture No. 4 to the Base Indenture
	 	Exhibit J:	Form of Amendment to the AESOP I Operating Lease
	 	Exhibit K:	Form of Amendment to the Finance Lease
	 	Exhibit L:	Form of Amendment to the AESOP I Operating Lease Loan Agreement
	 	Exhibit M:	Form of Amendment to the AESOP I Finance Lease Loan Agreement
	 	Exhibit N:	Form of Amendment to the AESOP II Operating Lease
	 	Exhibit O:	Form of Amendment to Master Exchange Agreement
	 	Exhibit P:	Form of Amendment to the Escrow Agreement
	 	Exhibit Q:	Form of Amendment to Administration Agreement





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


Section
5.5.       Counterparts. This Supplement may be executed in any number of counterparts,
each of which so executed shall be deemed to be an original, but all of such counterparts shall together constitute but one and the same
instrument.


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



    	 	55	 



     


    




Section
5.7.       Amendments. This Supplement may be modified or amended from time to time in accordance
with the terms of the Base Indenture; provided, however, that if, pursuant to the terms of the Base Indenture or this Supplement,
the consent of the Required Noteholders is required for an amendment or modification of this Supplement or any other Related Document,
such requirement shall be satisfied if such amendment or modification is consented to by the Requisite Series 2022-5 Noteholders; provided,
further, that, (A) so long as (i) no Amortization Event has occurred and is continuing and (ii) the Rating Agency Consent Condition
is met with respect to the outstanding Series 2022-5 Notes, ABRCF shall be able to either (x) decrease or increase any of the Series
2022-5 Maximum Amounts and make any related modification to a defined term that includes “Moody’s” in such defined
term or (y) include a new Series 2022-5 Maximum Amount and related amendments for any Manufacturer that becomes an Eligible Non-Program
Manufacturer or Eligible Program Manufacturer after the Series 2022-5 Closing Date and make any related modification to a defined term
that includes “Moody’s” in such defined term, in each case, at any time without the consent of the Series 2022-5 Noteholders,
(B) ABRCF shall be able to modify or amend any Series 2022-5 Maximum Amount at any time with the consent of a Requisite Series 2022-5
Noteholders and (C) ABRCF may amend or modify the terms of this Supplement without the consent of any Series 2022-5 Noteholders to clarify
that no interest has accrued with respect to the Class C Notes and no Class C Monthly Interest is due with respect to the Class C Notes
for so long as ABRCF retains 100% of the Class C Notes; provided, further, that, notwithstanding anything in this Section
5.7 or Article 8 or Article 12 of the Base Indenture to the contrary, this Supplement and any Related Documents relating solely to the
Series 2022-5 Notes may be amended to provide for the issuance of any Class D Notes or Additional Class R Notes in accordance with Section
5.15 without the consent of any Class A Noteholder, any Class B Noteholder, any Class C Noteholder or any Class R Noteholder.


Section
5.8.       Discharge of Base Indenture. Notwithstanding anything to the contrary
contained in the Base Indenture, no discharge of the Indenture pursuant to Section 11.1(b) of the Base Indenture will be effective as
to the Series 2022-5 Notes without the consent of the Requisite Series 2022-5 Noteholders.


Section
5.9.       Notice to Rating Agencies. The Trustee shall provide to each Rating
Agency a copy of (x) 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 and (y) any amendment or modification hereto pursuant to this Supplement or
any other Related Document.


Section
5.10.      Capitalization of ABRCF. ABRCF agrees that on the Series 2022-5 Closing Date it will have
capitalization in an amount equal to or greater than 3% of the sum of (x) the Series 2022-5 Invested Amount and (y) the invested amount
of the Series 2010-6 Notes, the Series 2011-4 Notes, the Series 2015-3 Notes, the 2017-2 Notes, the 2018-1 Notes, the Series 2018-2 Notes,
the Series 2019-2 Notes, the Series 2019-3 Notes, the Series 2020-1 Notes, the Series 2020-2 Notes, the Series 2021-1 Notes, the Series
2021-2 Notes, the Series 2022-1 Notes, the Series 2022-3 Notes and the Series 2022-4 Notes.


Section
5.11.      Required Noteholders. Subject to Section 5.7 above, any action pursuant to Section 5.6, Section
8.13 or Article 9 of the Base Indenture that requires the consent




    	 	56	 



     


    

of,
or is permissible at the direction of, the Required Noteholders with respect to the Series 2022-5 Notes pursuant to the Base Indenture
shall only be allowed with the consent of, or at the direction of, the Required Controlling Class Series 2022-5 Noteholders. Any other
action pursuant to any Related Document which requires the consent or approval of, or the waiver by, the Required Noteholders with respect
to the Series 2022-5 Notes shall require the consent or approval of, or waiver by, the Requisite Series 2022-5 Noteholders; provided,
however, that, notwithstanding anything in this Section 5.11 or Article 8 or Article 12 of the Base Indenture to the contrary,
any Related Document relating solely to the Series 2022-5 Notes may be amended to provide for the issuance of any Class D Notes or Additional
Class R Notes in accordance with Section 5.15 without the consent of any Class A Noteholder, any Class B Noteholder, any Class C
Noteholder or any Class R Noteholder.


Section
5.12.      Series 2022-5 Demand Notes. Other than pursuant to a demand thereon pursuant to Section 2.5,
ABRCF shall not reduce the amount of the Series 2022-5 Demand Notes or forgive amounts payable thereunder so that the outstanding principal
amount of the Series 2022-5 Demand Notes after such reduction or forgiveness is less than the Series 2022-5 Allocated Multi-Series Letter
of Credit Liquidity Amount. ABRCF shall not agree to any amendment of the Series 2022-5 Demand Notes without first satisfying the Rating
Agency Confirmation Condition and the Rating Agency Consent Condition.


Section
5.13.      Termination of Supplement. This Supplement shall cease to be of further effect when all outstanding
Series 2022-5 Notes theretofore authenticated and issued have been delivered (other than destroyed, lost, or stolen Series 2022-5 Notes
which have been replaced or paid) to the Trustee for cancellation, ABRCF has paid all sums payable hereunder, and, if the Series 2022-5
Demand Note Payment Amount on the Multi-Series Letter of Credit Termination Date was greater than zero, all amounts have been withdrawn
from the Series 2022-5 Cash Collateral Account in accordance with Section 2.8(i).


Section
5.14.      Noteholder Consent to Certain Amendments. Each Series 2022-5 Noteholder, upon any acquisition
of a Series 2022-5 Note, will be deemed to agree and consent to (i) the execution by ABRCF of a Supplemental Indenture to the Base Indenture
substantially in the form of Exhibit I hereto, (ii) the execution of an amendment to the AESOP I Operating Lease substantially
in the form of Exhibit J hereto, (iii) the execution of an amendment to the Finance Lease substantially in the form of Exhibit
K hereto, (iv) the execution of an amendment to the AESOP I Operating Lease Loan Agreement substantially in the form of Exhibit
L hereto, (v) the execution of an amendment to the AESOP I Finance Lease Loan Agreement substantially in the form of Exhibit M
hereto, (vi) the execution of an amendment to the AESOP II Operating Lease substantially in the form of Exhibit N hereto,
(vii) the execution of an amendment to the Master Exchange Agreement substantially in the form of Exhibit O hereto, (viii) the
execution of an amendment to the Escrow Agreement substantially in the form of Exhibit P hereto and (ix) the execution of an amendment
to the Administration Agreement substantially in the form of Exhibit Q hereto. Such deemed consent will apply to each proposed
amendment set forth in Exhibits I, J, K, L, M, N, O, P and Q individually, and
the failure to adopt any of the amendments set forth therein will not revoke the consent with respect to any other amendment.


Section
5.15.      Issuance of Class D Notes and Additional Class R Notes. No Class D Notes shall be issued
on the Series 2022-5 Closing Date. On any date during the Series




    	 	57	 



     


    

2022-5
Revolving Period, ABRCF may (i) issue Class D Notes and (ii) issue additional Class R Notes in connection with the issuance of Class
D Notes, to the extent that ABRCF determines such issuance is required to comply with the U.S. Risk Retention Rules (such notes, the
“Additional Class R Notes”), subject to satisfaction of the following conditions precedent:


(a)      
ABRCF and the Trustee shall have entered into an amendment to this Supplement (i) providing that the Class D Notes will bear a fixed
rate of interest, determined on or prior the Additional Notes Closing Date, (ii) providing that the expected final payment date for the
Class D Notes will be the Series 2022-5 Expected Final Distribution Date, (iii) providing that the principal amount of the Class D Notes
will be due and payable on the Series 2022-5 Final Distribution Date, (iv) providing that the controlled amortization period with respect
to the Class D Notes will be the Series 2022-5 Controlled Amortization Period and (v) providing for payment mechanics with respect
to the Class D Notes substantially similar to those with respect to the Class A Notes, the Class B Notes and the Class C Notes (other
than as set forth below) and consistent with Section 2.12 and such other provisions with respect to the Class D Notes and the Additional
Class R Notes as may be required for such issuance;


(b)      
The Trustee shall have received a Company Request at least two (2) Business Days (or such shorter time as is acceptable to the Trustee)
in advance of the proposed closing date for the issuance of the Class D Notes and the Additional Class R Notes (if any) (the “Additional
Notes Closing Date”) requesting that the Trustee authenticate and deliver the Class D Notes specified in such Company
Request (such specified Class D Notes, the “Proposed Class D Notes”) and the Additional Class R Notes, if any, specified
in such Company Request;


(c)      
The Trustee shall have received a Company Order authorizing and directing the authentication and delivery of the Proposed Class D Notes
and the Additional Class R Notes, if any, by the Trustee and specifying the designation of the Proposed Class D Notes, the initial
aggregate principal amount of the Proposed Class D Notes to be authenticated, the Note Rate with respect to the Proposed Class D Notes
and the initial aggregate principal amount of the Additional Class R Notes;


(d)      
The Trustee shall have received written confirmation that the Rating Agency Confirmation Condition shall have been satisfied with respect
to the issuance of the Proposed Class D Notes and Additional Class R Notes (if any) (including with respect to the Class A Notes, the
Class B Notes and the Class C Notes);


(e)      
The Trustee shall have received an Officer’s Certificate of ABRCF dated as of the Additional Notes Closing Date to the effect that
(i) no Amortization Event with respect to the Series 2022-5 Notes, Aggregate Asset Amount Deficiency, Series 2022-5 Enhancement Deficiency,
Loan Event of Default, AESOP I Operating Lease Vehicle Deficiency, Manufacturer Event of Default, Lease Event of Default, Potential Amortization
Event with respect to the Series 2022-5 Notes, Potential Loan Event of Default, Potential Lease Event of Default, or Potential Manufacturer
Event of Default is continuing or will occur as a result of the issuance of the Proposed Class D Notes and Additional Class R Notes (if
any), (ii) the issuance of the Proposed Class D Notes and Additional Class R Notes (if any) will not result in any breach of any of the
terms, conditions or provisions of or constitute a default under any indenture, mortgage, deed of trust or other agreement or instrument
to which ABRCF is a party or by which it or its property




    	 	58	 



     


    

is
bound or any order of any court or administrative agency entered in any suit, action or other judicial or administrative proceeding to
which ABRCF is a party or by which it or its property may be bound or to which it or its property may be subject, (iii) all conditions
precedent provided in this Supplement and the Base Indenture with respect to the authentication and delivery of the Proposed Class D
Notes and Additional Class R Notes (if any) have been complied with and (iv) the issuance of the Proposed Class D Notes and Additional
Class R Notes (if any) and any related amendments to this Supplement and any Related Document relating solely to the Series 2022-5 Notes
will not reduce the availability of the Series 2022-5 Enhancement to support the payment of interest on or principal of the Class A Notes,
the Class B Notes or the Class C Notes in any material respect;


(f)       
No amendments to this Supplement or any Related Document relating solely to the Series 2022-5 Notes in connection with the issuance of
the Proposed Class D Notes and the Additional Class R Notes, if any, may provide for (i) the application of the amount allocated to the
Series 2022-5 Notes and available under the Multi-Series Letters of Credit or the Series 2022-5 Reserve Account to support the payment
of interest on or principal of the Class D Notes while any Class A Notes, Class B Notes or Class C Notes remain outstanding, (ii) any
voting rights in respect of the Class D Notes for so long as any Class A Notes, Class B Notes, Class C Notes or Class R Notes are outstanding,
other than with respect to any amendments to the Indenture or any Related Document pursuant to clauses (i) and (ii) of Section 12.2 of
the Base Indenture, (iii) the addition of any Amortization Event with respect to the Series 2022-5 Notes other than those related to
payment defaults on the Class D Notes similar to those in respect of the Class A Notes, the Class B Notes, the Class C Notes or the Class
R Notes and enhancement or liquidity deficiencies in respect of the credit enhancement supporting the Class D Notes similar to those
in respect of the Class A Notes, the Class B Notes and the Class C Notes or (iv) the reallocation of Principal Collections allocable
to the Series 2022-5 Notes to pay interest on the Class D Notes while the Class A Notes, Class B Notes or the Class C Notes remain outstanding.


(g)      
The Trustee shall have received opinions of counsel substantially similar to those received in connection with the offering and sale
of the Class A Notes, the Class B Notes, the Class C Notes and the Class R Notes, including, without limitation, opinions to the effect
that:


(i)       
(x) the Proposed Class D Notes should be treated as indebtedness of ABRCF for federal and New York state income tax purposes, (y) the
issuance of the Proposed Class D Notes and Additional Class R Notes (if any) will not result in any of the Class A Notes, the Class B
Notes, the Class C Notes or any other outstanding Series of Notes (excluding the Class R Notes and any other Series identified as “Class
R”) failing to be characterized as debt for federal or New York state income tax purposes (to the extent such Notes are characterized
as debt for federal or New York state income tax purposes prior to such issuance) and (z) the issuance of the Proposed Class D Notes
and additional Class R Notes (if any) will not impact the treatment of ABRCF as a partnership for U.S. federal income tax purposes;


(ii)       
all conditions precedent provided for in the Base Indenture and this Supplement with respect to the authentication and delivery of the
Proposed Class D




    	 	59	 



     


    

Notes
and Additional Class R Notes (if any) have been complied with in all material respects; and


(iii)     
the Proposed Class D Notes and Additional Class R Notes (if any) have been duly authorized and executed and, when authenticated and delivered
in accordance with the provisions of the Base Indenture and this Supplement, will constitute valid, binding and enforceable obligations
of ABRCF entitled to the benefits of the Base Indenture and this Supplement, subject, in the case of enforcement, to bankruptcy, insolvency,
reorganization, moratorium and other similar laws affecting creditors’ rights generally and to general principles of equity.


Section
5.16.      Confidential Information.


(a)     The
Trustee and each Series 2022-5 Note Owner agrees, by its acceptance and holding of a beneficial interest in a Series 2022-5 Note, to
maintain the confidentiality of all Confidential Information in accordance with procedures adopted by the Trustee or such Series 2022-5
Note Owner in good faith to protect confidential information of third parties delivered to such Person; provided, however,
that such Person may deliver or disclose Confidential Information to: (i) such Person’s directors, trustees, officers, employees,
agents, attorneys, independent or internal auditors and affiliates who agree to hold confidential the Confidential Information substantially
in accordance with the terms of this Section 5.16; (ii) such Person’s financial advisors and other professional advisors who agree
to hold confidential the Confidential Information substantially in accordance with the terms of this Section 5.16; (iii) any other Series
2022-5 Note Owner; (iv) any Person of the type that would be, to such Person’s knowledge, permitted to acquire an interest in the
Series 2022-5 Notes in accordance with the requirements of the Indenture to which such Person sells or offers to sell any such Series
2022-5 Note or any part thereof and that agrees to hold confidential the Confidential Information substantially in accordance with this
Section 5.16 (or in accordance with such other confidentiality procedures as are acceptable to ABRCF); (v) any federal or state or other
regulatory, governmental or judicial authority having jurisdiction over such Person; (vi) the National Association of Insurance
Commissioners or any similar organization, or any nationally recognized rating agency that requires access to information about the investment
portfolio of such Person, (vii) any reinsurers or liquidity or credit providers that agree to hold confidential the Confidential Information
substantially in accordance with this Section 5.16 (or in accordance with such other confidentiality procedures as are acceptable to
ABRCF); (viii) any other Person with the consent of ABRCF; or (ix) any other Person to which such delivery or disclosure may be necessary
or appropriate (A) to effect compliance with any law, rule, regulation, statute or order applicable to such Person, (B) in response to
any subpoena or other legal process upon prior notice to ABRCF (unless prohibited by applicable law, rule, order or decree or other requirement
having the force of law), (C) in connection with any litigation to which such Person is a party upon prior notice to ABRCF (unless prohibited
by applicable law, rule, order or decree or other requirement having the force of law) or (D) if an Amortization Event with respect
to the Series 2022-5 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 2022-5 Notes, the
Indenture or any other Related Document; provided, further, that delivery to any Series 2022-5 Note Owner of any report
or information required by the terms of the Indenture to be provided to such Series 2022-5 Note




    	 	60	 



     


    

Owner shall not be a violation of this
Section 5.16. Each Series 2022-5 Note Owner agrees, by acceptance of a beneficial interest in a Series 2022-5 Note, except as set forth
in clauses (v), (vi) and (ix) above, that it shall use the Confidential Information for the sole purpose of making an investment in the
Series 2022-5 Notes or administering its investment in the Series 2022-5 Notes. In the event of any required disclosure of the Confidential
Information by such Series 2022-5 Note Owner, such Series 2022-5 Note Owner agrees to use reasonable efforts to protect the confidentiality
of the Confidential Information.


 


(b)      
For the purposes of this Section 5.16, “Confidential Information” means information delivered to the Trustee or any
Series 2022-5 Note Owner by or on behalf of ABRCF in connection with and relating to the transactions contemplated by or otherwise pursuant
to the Indenture and the Related Documents; provided, however, that such term does not include information that: (i) was
publicly known or otherwise known to the Trustee or such Series 2022-5 Note Owner prior to the time of such disclosure; (ii) subsequently
becomes publicly known through no act or omission by the Trustee, any Series 2022-5 Note Owner or any person acting on behalf of the
Trustee or any Series 2022-5 Note Owner; (iii) otherwise is known or becomes known to the Trustee or any Series 2022-5 Note Owner other
than (x) through disclosure by ABRCF or (y) as a result of the breach of a fiduciary duty to ABRCF or a contractual duty to ABRCF; or
(iv) is allowed to be treated as non-confidential by consent of ABRCF.


Section
5.17.      [RESERVED].


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


Section
5.19.      Series 2022-5 Agent. The Series 2022-5 Agent shall be entitled to the same rights, benefits,
protections, indemnities and immunities hereunder as are granted to the Trustee under the Base Indenture as if set forth fully herein.


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




    	 	61	 



     


    

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


Section
5.21.      Waiver of Jury Trial, etc. EACH OF THE PARTIES HERETO HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY
WAIVES (TO THE EXTENT PERMITTED BY APPLICABLE LAW) ANY RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON,
OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS SUPPLEMENT, THE SERIES 2022-5 NOTES, THE SERIES 2022-5 DEMAND NOTES, THE MULTI-SERIES
LETTER OF CREDIT AND ANY OTHER RELATED DOCUMENTS EXECUTED IN CONNECTION WITH THE ISSUANCE OF THE SERIES 2022-5 NOTES, OR ANY COURSE OF
CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN), OR ACTIONS OF THE PARTIES HERETO. THIS PROVISION IS A MATERIAL INDUCEMENT
FOR THE PARTIES HERETO TO ENTER INTO THIS SUPPLEMENT.


Section
5.22.      Submission to Jurisdiction. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY SUBMITS (TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW) TO THE NON-EXCLUSIVE JURISDICTION OF ANY NEW YORK STATE OR FEDERAL COURT SITTING IN THE BOROUGH
OF MANHATTAN, NEW YORK CITY, STATE OF NEW YORK, OVER ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENT, THE SERIES
2022-5 NOTES, THE SERIES 2022-5 DEMAND NOTES, THE MULTI-SERIES LETTER OF CREDIT AND ANY OTHER RELATED DOCUMENTS EXECUTED IN CONNECTION
WITH THE ISSUANCE OF THE SERIES 2022-5 NOTES AND EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH
ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR FEDERAL COURT. EACH OF THE PARTIES HERETO EACH HEREBY IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION EACH MAY NOW OR HEREAFTER HAVE, TO THE LAYING OF VENUE IN ANY SUCH ACTION
OR PROCEEDING IN ANY SUCH COURT AS WELL AS ANY RIGHT EACH MAY NOW OR HEREAFTER HAVE, TO REMOVE ANY SUCH ACTION OR PROCEEDING, ONCE COMMENCED,
TO ANOTHER COURT ON THE GROUNDS OF FORUM NON CONVENIENS OR OTHERWISE. NOTHING CONTAINED HEREIN SHALL PRECLUDE ANY PARTY HERETO
FROM BRINGING AN ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENT, THE SERIES 2022-5 NOTES, THE SERIES 2022-5 DEMAND
NOTES, THE MULTI-SERIES LETTER OF CREDIT AND ANY OTHER RELATED DOCUMENTS EXECUTED IN CONNECTION WITH THE ISSUANCE OF THE SERIES 2022-5
NOTES IN ANY OTHER COUNTRY, STATE OR PLACE HAVING JURISDICTION OVER SUCH ACTION OR PROCEEDING.


Section
5.23.      Additional Terms of the Series 2022-5 Notes. Solely with respect to this Supplement and the
Series 2022-5 Notes:


(a)     The
Opinion of Counsel set forth in Section 2.2(f)(i)(x) of the Base Indenture shall not be required with respect to the Class C Notes and
the Class R Notes. The Opinion of Counsel set forth in Section 2.2(f)(i)(y) of the Base Indenture shall not be required


 




    	 	62	 



     


    

with
respect to the Class C Notes and the Class R Notes for any Series issued after the date hereof.


 


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


 


 


 


 




    	 	63	 



     


    

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


 





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



 


 


 


 





    	 	Signature Page to AESOP 2022-5 Indenture Supplement
	 



     


    










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



 


 








	 	THE
BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Series 2022-5 Agent	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	/s/ Mitchell L. Brumwell	 
	 	 	Name:	Mitchell L. Brumwell	 
	 	 	Title:	Vice President	 



 


 


 










 



    	 	Signature Page to AESOP 2022-5 Indenture Supplement