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

Exhibit 10.4

EXECUTION VERSION

AVIS BUDGETRENTAL CAR FUNDING (AESOP) LLC,

as Issuer

AVIS BUDGET CAR RENTAL, LLC,

asAdministrator

JPMORGAN CHASE BANK, N.A.,

as Administrative Agent

CERTAIN NON-CONDUIT PURCHASERS,

CERTAIN CP CONDUIT PURCHASERS,

CERTAIN COMMITTED NOTE PURCHASERS,

CERTAIN FUNDING AGENTS,

CERTAINAPA BANKS

and

THE BANK OFNEW YORK MELLON TRUST COMPANY, N.A.,

as Trustee and Series 2010-6 Agent

FOURTH AMENDED AND RESTATED SERIES 2010-6 SUPPLEMENT

dated as of June18, 2021

SECOND AMENDED AND RESTATED BASE INDENTURE

dated as of June3, 2004

FOURTH AMENDED AND RESTATED SERIES 2010-6SUPPLEMENT, dated as of June18, 2021 (this “Supplement”), among AVIS BUDGET RENTAL CAR FUNDING (AESOP) LLC, a special purpose limited liability company established under the laws of Delaware (“ABRCF”), AVISBUDGET CAR RENTAL, LLC, a limited liability company established under the laws of Delaware (“ABCR”), as administrator (the “Administrator”), JPMORGAN CHASE BANK, N.A. (“JPMorgan Chase”), in itscapacity as administrative agent for the Purchaser Groups (the “Administrative Agent”), the NON-CONDUIT PURCHASERS from time to time party hereto, the COMMITTED NOTE PURCHASERS from time totime party hereto, the CP CONDUIT PURCHASER GROUPS from time to time party hereto, the FUNDING AGENTS for the CP Conduit Purchaser Groups from time to time party hereto and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (as successor in interest toThe Bank of New York), a national banking association, as trustee (in such capacity, the “Trustee”) and as agent for the benefit of the Series 2010-6 Noteholders (in such capacity, the“Series2010-6 Agent”), to the Second Amended and Restated Base Indenture, dated as of June3, 2004, between ABRCF and the Trustee (as amended, modified or supplementedfrom time to time, exclusive of Supplements creating a new Series of Notes, the “Base Indenture”).

PRELIMINARY STATEMENT

WHEREAS, ABRCF, the Administrator, the Administrative Agent, certain CP Conduit Purchasers, APA Banks, Funding Agents and Non-Conduit Purchasers, the Trustee and the Series 2010-6 Agent entered into the Series 2010-6 Supplement, dated as of October22,2010 (the “Original Series 2010-6 Supplement”), pursuant to which the Series 2010-6 Notes were issued;

WHEREAS, ABRCF, the Administrator, the Administrative Agent, certain CP Conduit Purchasers, APA Banks, Funding Agents and Non-Conduit Purchasers, the Trustee and the Series 2010-6 Agent entered into the Amended and Restated Series 2010-6 Supplement, datedas of October14, 2011 (as amended, the “First A&R Series 2010-6 Supplement”), pursuant to which ABRCF amended and restated the Original Series2010-6 Supplement in its entirety, with the consent of the Requisite Noteholders;

WHEREAS, ABRCF,the Administrator, the Administrative Agent, certain CP Conduit Purchasers, APA Banks, Funding Agents and Non-Conduit Purchasers, the Trustee and the Series 2010-6 Agententered into the Second Amended and Restated Series 2010-6 Supplement, dated as of November5, 2013 (as amended, the “Second A&R Series 2010-6Supplement”), pursuant to which ABRCF amended and restated the First A&R Series 2010-6 Supplement in its entirety, with the consent of the Requisite Noteholders;

WHEREAS, ABRCF, the Administrator, the Administrative Agent, certain CP Conduit Purchasers, certain Committed Note Purchasers, APA Banks,Funding Agents and Non-Conduit Purchasers, the Trustee and the Series 2010-6 Agent entered into the Third Amended and Restated Series2010-6 Supplement, dated as of August16, 2018 (as amended, the “Third A&R Series 2010-6 Supplement”), pursuant to which ABRCF amendedand restated the Second A&R Series 2010-6 Supplement in its entirety, with the consent of the Requisite Noteholders;

WHEREAS, pursuant to Section12.2 of the Base Indenture, any Supplement may be amendedwith the consent of ABRCF, the Trustee, any applicable Enhancement Provider and the Required Noteholders of a Series of Notes;

WHEREAS,pursuant to Section11.11 of the Third A&R Series 2010-6 Supplement, the requirement contained in Section12.2 of the Base Indenture shall be satisfied upon attaining the consent of the RequisiteNoteholders; and

WHEREAS, ABRCF desires to amend and restate the Third A&R Series 2010-6Supplement.

NOW, THEREFORE, the parties hereto agree as follows:

DESIGNATION

A Series ofNotes was created and issued pursuant to the Base Indenture and the Original Series 2010-6 Supplement and such Series of Notes was designated generally as “Variable Funding Rental Car Asset Backed Notes,Series 2010-6.” The Series 2010-6 Notes were issued in two Classes, the first of which is known as the “ClassA Notes” and the second of which isknown as the “ClassR Notes.”

As of the date hereof, ABRCF has issued (i)one tranche of ClassA Notes, whichwas designated as the “Series 2010-6 Variable Funding Rental Car Asset Backed Notes, ClassA” and (ii)one tranche of ClassR Notes, which was designated as the “Series 2010-6 Variable Funding Rental Car Asset Backed Notes, ClassR.” The ClassA Notes and the ClassR Notes constitute the Series 2010-6 Notes. TheClassR Notes shall be subordinated in right of payment to the ClassA Notes, to the extent set forth herein.

The proceeds fromthe initial sale of the Series 2010-6 Notes were deposited in the Collection Account and were paid to ABRCF and used to make Loans under the Loan Agreements to the extent that the Borrowers had requested Loansthereunder and Eligible Vehicles were available for acquisition or refinancing thereunder on the date of the Original Series 2010-6 Supplement. Any such portion of proceeds not so used to make Loans shall bedeemed to be Principal Collections.

The Series 2010-6 Notes are anon-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 termsdefined 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 ScheduleI thereto. All Article, Section, Subsection, Exhibit or Schedule references herein shall refer to Articles, Sections, Subsections,

Exhibits or Schedules of this Supplement, except as otherwise provided herein. Unless otherwise stated herein, as the context otherwise requires or if such term is otherwise defined in the BaseIndenture, each capitalized term used or defined herein shall relate only to the Series2010-6 Notes and not to any other Series of Notes issued by ABRCF. In the event that a term used herein shall bedefined both herein and in the Base Indenture, the definition of such term herein shall govern.

(b) The following words and phrases shallhave the following meanings with respect to the Series 2010-6 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 thefeminine and neuter genders of such terms:

“A&R Documents” is defined in Section6.2.

“A&R Effective Date” is defined in Section6.2.

“ABCR” is defined in the recitals hereto.

“ABG” means Avis Budget Group, Inc.

“ABRCF” is defined in the recitals hereto.

“Accounts” means the Series 2010-6 Accrued Interest Account, the Series 2010-6 Cash Collateral Account, the Series 2010-6 Collection Account, the Series 2010-6 Distribution Account, the Series 2010-6 Excess Collection Account and the Series 2010-6 Reserve Account.

“Acquiring APA Bank” is defined in Section11.1(c).

“Acquiring Purchaser Group” is defined in Section11.1(e).

“Additional CP Conduit Purchaser” is defined in Section2.6(e).

“Additional Funding Agent” is defined in Section2.6(e).

“Additional Non-Conduit Purchaser” is defined in Section2.6(e).

“Adjusted LIBO Rate” means, with respect to each day during each Eurodollar Period, pertaining to a portion of the PurchaserGroup Invested Amount with respect to any CP Conduit Purchaser Group allocated to a Eurodollar Tranche, an interest rate per annum (rounded upwards, if necessary, to the nearest 1/16^th of1%) equal to the LIBO Rate for such Eurodollar Period multiplied by the Statutory Reserve Rate.

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

“Administrative Agent” is defined in the recitals hereto.

“Administrator” is defined in the recitals hereto.

“AESOP II DBRS Excluded Manufacturer Amount” means, as of any date ofdetermination, an amount equal to the excess, if any, of (x)the sum of the following amounts with respect to each DBRS Non-Investment Grade Manufacturer as of such date: the product of (1)to theextent such amounts are included in the calculation of the AESOP II Loan Agreement Borrowing Base as of such date, all amounts receivable, as of such date, by AESOP Leasing II from such DBRS Non-InvestmentGrade Manufacturer and (2)the DBRS Excluded Manufacturer Receivable Specified Percentage for such DBRS Non-Investment Grade Manufacturer as of such date over (y)the sum of the following amountswith respect to each DBRS Non-Investment Grade Manufacturer as of such date: the product of (i)the aggregate Net Book Value of any Vehicles subject to a Manufacturer Program from such Manufacturer thathave had a Turnback Date but for which (A)AESOP Leasing II or its Permitted Nominee continues to be named as the owner of the Vehicle on the Certificate of Title for such Vehicle and (B)AESOP Leasing II or its agent continues to hold theCertificate of Title for such Vehicle and (ii)the DBRS Turnback Vehicle Specified Percentage for such DBRS Non-Investment Grade Manufacturer as of such date.

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

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

“Alternate Base Rate” means, for any day, a rate perannum equal to the greatest of (a)the Prime Rate in effect on such day, (b)the Federal Funds Rate in effect on such day plus ¹⁄₂ of 1% and (c)theLIBO Rate in effect on such date plus 1%. Any change in the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate or the LIBO Rate shall be effective from and including the effective day of such change in the PrimeRate, the Federal Funds Effective Rate or the LIBO Rate, respectively. If the Alternate Base Rate is being used as an alternate rate of interest to the LIBO Rate (for the avoidance of doubt, only until the Benchmark Replacement has been determinedpursuant to Section7.4(b)), then the Alternate Base Rate shall be the greater of clauses (a)and (b) above and shall be determined without reference to clause (c)above.

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

“APA Bank” means, with respect to a CP Conduit Purchaser,each bank or other Person set forth opposite the name of such CP Conduit Purchaser on Schedule I or in the Purchaser Group Supplement pursuant to which such CP Conduit Purchaser became a party to this Supplement and any assignee thereof, to theextent such assignee has assumed all or a portion of the Commitments of an APA Bank pursuant to a Transfer Supplement entered into in accordance with Section11.1(c).

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

“APA Bank Participants” is defined in Section11.1(d).

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

“Applicable Margin” is defined in the Fee Letter.

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

“Article VII Costs” means any amounts due pursuant to Article VII and any interest accrued on such amounts pursuant toSection3.4.

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

“Available APA Bank Funding Amount” means, with respect to any CP Conduit Purchaser Group for any Business Day,the sum of (i)the portion of such CP Conduit Purchaser Group’s Commitment Percentage of the ClassA Initial Invested Amount not to be funded by such CP Conduit Purchaser Group by issuing Commercial Paper if such Business Day is theSeries 2010-6 Closing Date, (ii)the portion of the APA Bank Funded Amount with respect to such CP Conduit Purchaser Group not allocated to a Eurodollar Tranche on such Business Day, (iii)theportion of the APA Bank Funded Amount with respect to such CP Conduit Purchaser Group allocated to any Eurodollar Tranche the Eurodollar Period in respect of which expires on such Business Day and (iv)the portion of such CP Conduit PurchaserGroup’s Purchaser Group Increase Amount for such Business Day not to be funded by such CP Conduit Purchaser Group by issuing Commercial Paper.

“Available CP Funding Amount” means, with respect to any CP Conduit Purchaser Group for any Business Day, the sum of(i)the portion of such CP Conduit Purchaser Group’s Commitment Percentage of the ClassA Initial Invested Amount to be funded by such CP Conduit Purchaser Group by issuing Commercial Paper if such Business Day is the Series 2010-6 Closing Date, (ii)the portion of the CP Conduit Funded Amount with respect to such CP Conduit Purchaser Group allocated to any CP Tranche, the CP Rate Period in respect of which expires on such BusinessDay and (iii)the portion of such CP Conduit Purchaser Group’s Purchaser Group Increase Amount for such Business Day to be funded by such CP Conduit Purchaser Group by issuing Commercial Paper.

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

as applicable, that is or may be used for determining the length of an Interest Period for any term rate or otherwise, or for determining any frequency of making payments of interest calculatedpursuant to this Supplement as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to Section7.4(f).

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

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

“Bank Accounts” is defined in Section11.16(f).

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

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

“Benchmark” means, initially, the LIBO Rate; provided that if a Benchmark Transition Event, a Term SOFR TransitionEvent or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred with respect to the LIBO Rate or the then-current Benchmark, then “Benchmark” means theapplicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section7.4(b) or Section7.4(c).

“Benchmark Replacement” means, for any Available Tenor, the first alternative set forth in the order below that can bedetermined by the Administrative Agent for the applicable Benchmark Replacement Date:

(1) the sum of: (a)Term SOFR and (b)therelated Benchmark Replacement Adjustment;

(2) the sum of: (a)Daily Simple SOFR and (b)the related Benchmark ReplacementAdjustment;

(3) the sum of: (a)the alternate benchmark rate that has been selected by the Administrative Agent and ABRCF as thereplacement for the then-current Benchmark for the applicable Corresponding Tenor giving due consideration to (i)any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the RelevantGovernmental Body or (ii)any evolving or then-prevailing market convention for determining a benchmark rate as a replacement for the then-current Benchmark for U.S. dollar-denominated syndicated credit facilities at such time and (b)therelated Benchmark Replacement Adjustment;

provided that, in the case of clause (1), such Unadjusted Benchmark Replacement is displayed on a screenor other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion; provided, further, that, notwithstanding anything to the contrary in this Supplement or inany other Series 2010-6 Document, upon the occurrence of a Term SOFR Transition Event, and the delivery of a Term SOFR Notice, on the applicable Benchmark Replacement Date the “Benchmark Replacement”shall revert to and shall be deemed to be the sum of (a)Term SOFR and (b)the related Benchmark Replacement Adjustment, as set forth in clause (1)of this definition (subject to the first proviso above).

If the Benchmark Replacement as determined pursuant to clause (1), (2) or (3)above would be less than the Floor, the BenchmarkReplacement will be deemed to be the Floor for the purposes of this Supplement and the other Series 2010-6 Documents.

“Benchmark Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark with an UnadjustedBenchmark Replacement for any applicable Series 2010-6 Interest Period or Eurodollar Period and Available Tenor for any setting of such Unadjusted Benchmark Replacement:

(1) for purposes of clauses (1)and (2) of the definition of “Benchmark Replacement,” the first alternative set forth in theorder below that can be determined by the Administrative Agent:

(a) the spread adjustment, or method for calculating ordetermining such spread adjustment, (which may be a positive or negative value or zero) as of the Reference Time such Benchmark Replacement is first set for such Series 2010-6 Interest Period or EurodollarPeriod that has been selected or recommended by the Relevant Governmental Body for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for the applicable Corresponding Tenor;

(b) the spread adjustment (which may be a positive or negative value or zero) as of the Reference Time such BenchmarkReplacement is first set for such Series 2010-6 Interest Period or Eurodollar Period that would apply to the fallback rate for a derivative transaction referencing the ISDA Definitions to be effective upon anindex cessation event with respect to such Benchmark for the applicable Corresponding Tenor; and

(2) for purposes of clause (3)of the definition of “Benchmark Replacement,”the spread adjustment, or method for calculating or determining such spread adjustment (which may be a positive or negative value or zero) that has been selected by the Administrative Agent and ABRCF for the applicable Corresponding Tenor giving dueconsideration to (i)any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by theRelevant Governmental Body on the applicable Benchmark Replacement Date and/or (ii)any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for thereplacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for U.S. dollar-denominated syndicated credit facilities at such time;

provided that, in the case of clause (1)above, such adjustment is displayed on a screen or other information service that publishes suchBenchmark Replacement Adjustment from time to time as selected by the Administrative Agent in its reasonable discretion.

“Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative oroperational changes (including changes to the definitions of “Alternate Base Rate,” “LIBO Rate,” “Adjusted LIBO Rate,” “LIBO Screen Rate,” “Business Day,” “Series2010-6 Interest Period,” and “Eurodollar Period,” timing and frequency of determining rates and making payments of interest and other technical, administrative or operational matters) that theAdministrative Agent decides may be appropriate to reflect the adoption and implementation of such Benchmark Replacement and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice(or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of such Benchmark Replacementexists, in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this Supplement and the other Series 2010-6 Documents).

“Benchmark Replacement Date” means the earliest to occur of the following events with respect to the then-current Benchmark:

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

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

(3) in the case of a Term SOFR Transition Event, the date that is thirty (30)daysafter the date a Term SOFR Notice is provided to ABRCF, the Trustee and each Purchaser Group pursuant to Section7.4(c); or

(4) inthe case of an Early Opt-in Election, the sixth (6^th) Business Day after the date notice of such Early Opt-inElection is provided to ABRCF, the Trustee and each Purchaser Group, so long as the Administrative Agent has not received, by 5:00 p.m. (New York City time) on the fifth (5^th) Business Day afterthe date notice of such Early Opt-in Election is provided to ABRCF, the Trustee and each Purchaser Group, written notice of objection to such Early Opt-in Election fromthe Requisite Noteholders.

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

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

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

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

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

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

“Benchmark Unavailability Period” means, the period (if any)(x) beginning at the time that a Benchmark Replacement Datepursuant to clauses (1)or (2) of that definition has occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Series 2010-6Document in accordance with Section7.4 and (y)ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Series 2010-6 Documentin accordance with Section7.4.

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

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

“Benefited Purchaser Group” is defined in Section11.3(a).

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

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

“Business Day” means any day other than (a)a Saturday or a Sunday or (b)a day on which banking institutions inNewYork, NewXxxx, Xxxxxxxxx, North Carolina, Chicago, Illinois or the city in which the corporate trust office of the Trustee is located are authorized or obligated by law or executive order to close.

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

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

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

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

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

“Change in Law” means (a)any law, rule or regulation or any change therein or in the interpretation or applicationthereof (whether or not having the force of law), in each case,

adopted, issued or occurring after February15, 2008, (b) any request, guideline or directive (whether or not having the force of law) from any government or political subdivision or agency,authority, bureau, central bank, commission, department or instrumentality thereof, or any court, tribunal, grand jury or arbitrator, or any accounting board or authority (whether or not part of government) which is responsible for the establishmentor interpretation of national or international accounting principles, in each case, whether foreign or domestic (each an “Official Body”) charged with the administration, interpretation or application thereof, or the compliance withany request or directive of any Official Body (whether or not having the force of law) made, issued or occurring after the Series 2010-6 Closing Date or (c)the compliance with, or application orimplementation of, any of the foregoing or Basel II and/or Basel III by an Affected Party after the Series 2010-6 Closing Date.

“Claim” is defined in Section2.8.

“Class” means a class of the Series 2010-6 Notes, which may be the ClassA Notesor the ClassR Notes.

“ClassA Controlled Distribution Amount” means, with respect to anyRelated Month during the Series 2010-6 Controlled Amortization Period, an amount equal to the excess of (x)one-third of the ClassA Invested Amount on theScheduled Expiry Date (after giving effect to any Increase or Decrease on the Scheduled Expiry Date) over (y)the aggregate amount of any Decreases made during such Related Month pursuant to Section2.5.

“ClassA Initial Invested Amount” has the meaning specified in Section2.3(a)(iii).

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

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

“ClassA Note” means any one of the Series 2010-6 Variable FundingRental Car Asset Backed Notes, ClassA, executed by ABCRF and authenticated by or on behalf of the Trustee, substantially in the form of Exhibit A-1.

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

“ClassA Senior Monthly Interest” means, with respect to any Series2010-6 Interest Period, an amount equal to the product of (a)the average daily ClassA Invested Amount during such Series 2010-6 Interest Period, (b)theClassA Senior Note Rate for such Series 2010-6 Interest Period and (c)the number of days in such Series 2010-6 Interest Rate Period divided by 360.

“ClassA Senior Monthly Interest Shortfall” has themeaning specified in Section3.3(f).

“ClassA Senior Note Rate” means for any Series 2010-6 Interest Period, the interest rate equal to the product of (a)the percentage equivalent of a fraction, the numerator of which is equal to the sum of the Senior Monthly Funding Costs with respect to eachPurchaser Group for such Series 2010-6 Interest Period and the denominator of which is equal to the average daily ClassA Invested Amount during such Series 2010-6Interest Period and (b)a fraction, the numerator of which is 360 and the denominator of which is the number of days in such Series 2010-6 Interest Period; provided, however, that theClassA Senior Note Rate will in no event be higher than the maximum rate permitted by applicable law.

“ClassR Controlled Distribution Amount” means, with respect to any Related Month during the Series 2010-6 Controlled Amortization Period, an amount equal to (1)if the ClassA Invested Amount is greater than $0 as of the Distribution Date with respect to such Related Month, $0 and (2)if theClassA Invested Amount has been reduced to $0 as of the Distribution Date with respect to such Related Month, the ClassR Invested Amount as of the last day of such Related Month.

“ClassR Initial Invested Amount” has the meaning specified in Section2.3(a)(ii).

“ClassR Invested Amount” means, as of any date of determination, (a)when used with respect to theA&R Effective Date, the ClassR Initial Invested Amount and (b)when used with respect to any other date, an amount equal to (i)the ClassR Invested Amount on the immediately preceding Business Day plus (ii)theIncrease Amount with respect to the ClassR Notes on such date minus (iii)the amount of principal payments made on the ClassR Notes pursuant to Section3.5(e)(ii) or Section3.5(f) on such date.

“ClassR Maximum Invested Amount” means, with respect to any Committed Note Purchaser, the amount setforth opposite the name of such Committed Note Purchaser on Schedule I or in the ClassR Supplement pursuant to which such Committed Note Purchaser became a party to this Supplement, as such amount may be increased from time to time as providedin Section2.6.

“ClassR Monthly Interest” means, with respect to any Series 2010-6 Interest Period, an amount equal to the product of (a)the average daily ClassR Invested Amount during such Series 2010-6 Interest Period, (b)theClassR Note Rate for such Series 2010-6 Interest Period and (c)the number of days in such Series 2010-6 Interest Rate Period (assuming a 360-day year consisting of twelve 30-day months) divided by 360.

“ClassR Monthly Interest Shortfall” is defined in Section3.3(j).

“ClassR Note” means any one of the Series 2010-6 Variable FundingRental Car Asset Backed Notes, ClassR, executed by ABRCF and authenticated by or on behalf of the Trustee, substantially in the form of Exhibit A-2.

“ClassR Note Rate” means 5.85%.

“ClassR Noteholder” means a Person in whose name aClassR Note is registered in the Note Register.

“ClassR Supplement” is defined inSection11.1(a).

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

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

“Commitment” means, with respect to (a)the APA Banks included in any CP Conduit Purchaser Group, the obligation of suchAPA Banks to purchase a ClassA Note on the A&R Effective Date and, thereafter, to maintain and, subject to certain conditions, increase the Purchaser Group Invested Amount with respect to such CP Conduit Purchaser Group, in each case, inan amount up to the Maximum Purchaser Group Invested Amount with respect to such CP Conduit Purchaser Group, (b)any Non-Conduit Purchaser Group, the obligation of the Related Non-Conduit Purchaser to purchase a ClassA Note on the A&R Effective Date and, thereafter, to maintain and, subject to certain conditions, increase the Purchaser Group Invested Amount with respect to such Non-Conduit Purchaser Group, in each case, in an amount up to the Maximum Purchaser Group Invested Amount with respect to such Non-Conduit Purchaser Group or (c)anyCommitted Note Purchaser, the obligation of the Committed Note Purchaser to purchase a ClassR Note on the A&R Effective Date in an amount equal to $93,775,000 and, thereafter, to maintain and, subject to certain conditions, increase theClassR Invested Amount with respect to such Committed Note Purchaser, in each case, in an amount that satisfies the Retention Test on the applicable Increase Date, up to the ClassR Maximum Invested Amount with respect to such CommittedNote Purchaser.

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

“Commitment Fee” is defined in Section2.7(e).

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

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

“Company indemnified person” is defined in Section2.8.

“Conduit Assignee” means, with respect to any CP Conduit Purchaser, any commercial paper conduit administered by the FundingAgent with respect to such CP Conduit Purchaser and designated by such Funding Agent to accept an assignment from such CP Conduit Purchaser of the Purchaser Group Invested Amount or a portion thereof with respect to such CP Conduit Purchaserpursuant to Section11.1(b).

“Confirmation Condition” means, with respect to any Bankrupt Manufacturerwhich 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 ofsuch Bankrupt Manufacturer’s Manufacturer Program (and the related Assignment Agreements) by such Bankrupt Manufacturer or the trustee in bankruptcy of such Bankrupt Manufacturer under Section365 of the Bankruptcy Code and at the time ofsuch 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 andperformance 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 relatedAssignment 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 andpayable by such Bankrupt Manufacturer under such Manufacturer Program and the curing of all other defaults by the Bankrupt Manufacturer thereunder; provided that notwithstanding the foregoing, the Confirmation Condition shall be deemedsatisfied until the 90^th calendar day following the initial filing in respect of such Chapter11 Proceedings.

“Consent” is defined in Article V.

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

“Contingent Monthly Funding Costs” means, with respect to each Series 2010-6 InterestPeriod and any Purchaser Group, the excess, if any, of (i)the Monthly Funding Costs of such Purchaser Group for such Series 2010-6 Interest Period over (ii)an amount equal to the sum for each dayduring such Series 2010-6 Interest Period of the product of (x)the Purchaser Group Invested Amount with respect to such Purchaser Group on such day and (y)the sum of the Applicable Margin withrespect to the Floating Tranche on any date that an Amortization Event shall have occurred and be continuing and the LIBO Screen Rate for a term of thirty (30)days at approximately 11:00 a.m. (London time) on such day, or if such day is not aLondon Banking Day, the immediately preceding London Banking Day, divided by 360.

“Contingent Monthly Funding CostsShortfall” is defined in Section3.3(h).

“Corresponding Tenor” with respect to any Available Tenor means,as applicable, either a tenor (including overnight) or an interest payment period having approximately the same length (disregarding business day adjustment) as such Available Tenor.

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

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

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

“CP Rate Period” means, with respectto any CP Tranche, a period of days not to exceed 270 days commencing on a Business Day selected in accordance with Section2.7(b); provided that (x)if a CP Rate Period would end on a day that is not a Business Day, such CP RatePeriod shall end on the next succeeding Business Day and (y)during the Series 2010-6 Controlled Amortization Period and the Series 2010-6 Rapid AmortizationPeriod, each CP Rate Period shall end on or prior to the next succeeding Distribution Date.

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

“Credit Agreement” means the FifthAmended and Restated Credit Agreement, dated as of February13, 2018, among Avis Budget Holdings, LLC, as Borrower, ABCR, as Borrower, the subsidiary borrowers referred to therein, the several lenders referred to therein, JPMorgan Chase, asAdministrative Agent, Deutsche Bank Securities Inc., as Syndication Agent, each of Citibank, N.A., Bank of America, N.A., Barclays Bank PLC and Credit Agricole Corporate and Investment Bank, asCo-Documentation Agents, as amended, restated, modified, supplemented or waived from time to time in accordance with its terms.

“Daily Simple SOFR” means, for any day, SOFR, with the conventions for this rate (which may include a lookback) beingestablished by the Administrative Agent in accordance with the conventions for this rate selected or recommended by the Relevant Governmental Body for determining “Daily Simple SOFR” for business loans; provided, that if theAdministrative Agent decides that any such convention is not administratively feasible for the Administrative Agent, then the Administrative Agent may establish another convention in its reasonable discretion.

“DBRS” means DBRS, Inc.

“DBRS Equivalent Rating” means, with respect to any Person not rated by DBRS, (i)if such Person is rated by all threeof Xxxxx’x, Standard& Poor’s and Fitch Ratings, Ltd. (together, the “Equivalent Rating Agencies”), either (A)if at least two Equivalent Rating Agencies have provided equivalent long-term

senior unsecured debt ratings with respect to such Person, the DBRS equivalent of such equivalent ratings (regardless of any rating from the other Equivalent Rating Agency) or (B)otherwise,the median of the DBRS equivalents of the long-term senior unsecured debt ratings for such Person provided by each of the three Equivalent Rating Agencies, (ii)if such Person is rated by any two of the Equivalent Rating Agencies, the DBRSequivalent of the lower of the long-term senior unsecured debt ratings for such Person provided by the relevant Equivalent Rating Agencies or (iii)if such Person is rated by only one of the Equivalent Rating Agencies,the DBRS equivalentof the long-term senior unsecured debt rating for such Person provided by such Equivalent Rating Agency.

“DBRS ExcludedManufacturer Amount” means, as of any date of determination, an amount equal to the excess, if any, of (x)the sum of the following amounts with respect to each DBRS Non-Investment GradeManufacturer 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 theIntermediary from such DBRS Non-Investment Grade Manufacturer and (ii)the DBRS Excluded Manufacturer Receivable Specified Percentage for such DBRS Non-InvestmentGrade Manufacturer as of such date over (y)the sum of the following amounts with respect to each DBRS Non-Investment Grade Manufacturer as of such date: the product of (i)the aggregate Net BookValue 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 Titlefor such Vehicle and (B)AESOP Leasing or its agent continues to hold the Certificate of Title for such Vehicle and (ii)the DBRS Turnback Vehicle Specified Percentage for such DBRS Non-InvestmentGrade Manufacturer as of such date.

“DBRS Excluded Manufacturer Receivable Specified Percentage” means, as of any dateof determination, with respect to each DBRS Non-Investment Grade Manufacturer as of such date, the percentage (not to exceed 100%) most recently specified in writing by DBRS to ABRCF and the Trustee andconsented to by the Requisite Noteholders with respect to such DBRS Non-Investment Grade Manufacturer; provided, however, that as of the A&R Effective Date the DBRS Excluded ManufacturerReceivable Specified Percentage for each DBRS Non-Investment Grade Manufacturer shall be 100%; provided, further, that the initial DBRS Excluded Manufacturer Receivable Specified Percentage withrespect to any Manufacturer that becomes a DBRS Non-Investment Grade Manufacturer after the A&R Effective Date shall be 100%.

“DBRS Non-Investment Grade Manufacturer” means, as of any date of determination, anyManufacturer that (i)is not a Bankrupt Manufacturer and (ii)does not have a long-term senior unsecured debt rating from DBRS (or, if such Manufacturer is not rated by DBRS, a DBRS Equivalent Rating) of at least “BBB (low)”;provided that any Manufacturer whose long-term senior unsecured debt rating from DBRS (or, if such Manufacturer is not rated by DBRS, its DBRS Equivalent Rating) is downgraded from at least “BBB (low)” to below “BBB (low)”after the A&R Effective Date shall not be deemed a DBRS Non-Investment Grade Manufacturer until the thirtieth (30^th) calendar day following suchdowngrade.

“DBRS Turnback Vehicle Specified Percentage” means, as of any date of determination: (i) with respect to eachManufacturer that has a long-term senior unsecured debt rating from DBRS (or, if such Manufacturer is not rated by DBRS, a DBRS Equivalent Rating) on such date of determination of at least “BB (low)” but less than “BBB (low)”,65%; (ii) with respect to each Manufacturer that has a long-term senior unsecured debt rating from DBRS (or, if

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

“Decrease” is defined in Section2.5(a).

“Deferrable Increase Notice” means a notice of Increase that provides that a Delayed Funding Notice may be provided by anyPurchaser Group with respect to such Increase in accordance with Section2.3(e).

“Delayed Amount” is defined inSection2.3(e).

“Delayed Funding Date” is defined in Section2.3(e).

“Delayed Funding Notice” is defined in Section2.3(e).

“Delayed Funding Purchaser Group” is defined in Section2.3(e).

“Delayed Funding Reimbursem*nt Amount” means, with respect to any Delayed Amount of a Delayed Funding Purchaser Group fundedby Non-Delayed Funding Purchaser Groups on an Increase Date, an amount equal to the excess, if any, of (a)such Delayed Amount over (b)the amount, if any, by which the portion of any principalpayment made by ABRCF to such Non-Delayed Funding Purchaser Group pursuant to Section2.5, Section2.6 or Section3.5 on any date during the period from and including such Increase Date to butexcluding the Delayed Funding Date for such Delayed Amount, was greater than what it would have been had such Delayed Amount been funded by such Delayed Funding Purchaser Group on such Increase Date.

“Demand Note Issuer” means each issuer of a Series 2010-6 Demand Note.

“Demand Note Preference Payment Amount” means, as of any day, (i)the aggregate amount of all proceeds of demands madeon the Series 2010-6 Demand Notes pursuant to Section3.5(c)(iii) or 3.5(d)(ii) that were deposited into the Series 2010-6 Distribution Account and paid to theSeries 2010-6 Noteholders during the one-year period ending on such day; provided, however, that if an Event of Bankruptcy (or the occurrence of an eventdescribed in clause (a)of the definition thereof, without the lapse of a period of 60 consecutive days) with respect to a Demand Note Issuer shall have occurred during such one-year period, the DemandNote Preference Payment Amount as of such day shall equal the Demand Note Preference Payment Amount as if it were calculated as of the date of such occurrence minus (ii)the aggregate amount withdrawn from the Series 2010-6 Reserve Account or the Series 2010-6 Cash Collateral Account and paid to a Funding Agent pursuant to Section3.7(e) on account of a Preference Amount.

“Designated Amounts” is defined in Article V.

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

“Discount” means as of any day, (a)with respect to any Match Funding CP Conduit Purchaser, the interest or discountcomponent of the Commercial Paper issued by, or for the benefit of, such Match Funding CP Conduit Purchaser to fund or maintain the CP Conduit Funded Amount with respect to such Match Funding CP Conduit Purchaser, including an amount equal to theportion of the face amount of the outstanding Commercial Paper issued to fund or maintain the CP Conduit Funded Amount with respect to such CP Conduit Purchaser that corresponds to the portion of the proceeds of such Commercial Paper that was usedto pay the interest or discount component of maturing Commercial Paper issued to fund or maintain such CP Conduit Funded Amount, to the extent that such CP Conduit Purchaser has not received payments of interest in respect of such interest componentprior to the maturity date of such maturing Commercial Paper, and including the portion of such interest or discount component constituting dealer or placement agent commissions and (b)with respect to any Pooled Funding CP Conduit Purchaser,the amount of interest or discount to accrue on or in respect of the Commercial Paper issued by, or for the benefit of, such Pooled Funding CP Conduit Purchaser allocated, in whole or in part, by the Funding Agent with respect to such Pooled FundingCP Conduit Purchaser, to fund the purchase or maintenance of the CP Conduit Funded Amount with respect to such Pooled Funding CP Conduit Purchaser (including, without limitation, any interest attributable to the commissions of placement agents anddealers in respect of such Commercial Paper and any costs associated with funding small or odd-lot amounts, to the extent that such commissions or costs are allocated, in whole or in part, to such CommercialPaper by such Funding Agent); provided that with respect to any CP Conduit Purchaser with respect to which JPMorgan Chase Bank, N.A. acts as the related APA Bank, “Discount” shall mean the amount of interest or discount to accrue onor in respect of the Commercial Paper issued by, or for the benefit of, such CP Conduit Purchaser allocated, in whole or in part, by the Funding Agent with respect to such CP Conduit Purchaser, to fund the purchase or maintenance of the CP ConduitFunded Amount with respect to such CP Conduit Purchaser at the per annum rate calculated to yield the “weighted average cost” (as defined below) for such day in respect to Commercial Paper issued by such CP Conduit Purchaser on or afterMarch1, 2019; provided, however, that if any component of such rate is a discount rate, in calculating the Discount for such day, the rate resulting from converting such discount rate to an interest bearing equivalent rate perannum shall be used in calculating such component. As used in this definition, “weighted average cost” for any day means the sum (without duplication) of (i)the actual interest accrued during such day on outstanding Commercial Paperissued by such CP Conduit Purchaser on or after March1, 2019 (excluding any Commercial Paper issued to and held by the related Funding Agent or any affiliate thereof, other than such Commercial Paper held as part of the market makingactivities of such CP Conduit Purchaser’s Commercial Paper dealer), (ii) the commissions of placement agents and dealers in respect of such Commercial Paper, (iii)any note issuance costs attributable

to such Commercial Paper not constituting dealer fees or commissions, expressed as an annualized percentage of the aggregate principal component thereof, (iv)the actual interest accruedduring such day on other borrowings by such CP Conduit Purchaser (as determined by its Funding Agent), including to fund small or odd dollar amounts that are not easily accommodated in the commercial paper market, which may include loans from CPConduit Purchaser’s Funding Agent or its affiliates (such interest rate not to exceed, on any day, the Federal Funds Effective Rate in effect on such day plus 0.50%), and (v)incremental carrying costs incurred with respect to CommercialPaper maturing on dates other than those on which corresponding funds are received by such CP Conduit Purchaser, minus any accrual of income net of expenses received from investment of collections received under all receivable purchase facilitiesfunded substantially with Commercial Paper.

“Early Opt-in Election” means, ifthe then-current Benchmark is the LIBO Rate, the occurrence of:

(1) a notification by the Administrative Agent or ABRCF that it hasdetermined at least five currently outstanding U.S. dollar-denominated syndicated credit facilities at such time contain (as a result of amendment or as originally executed) a SOFR-based rate (including SOFR, a term SOFR or any other rate based uponSOFR) as a benchmark rate (and such syndicated credit facilities are identified in such notice and are publicly available for review), and

(2) the joint election by the Administrative Agent and ABRCF to trigger a fallback from the LIBO Rate and the provision by the AdministrativeAgent of written notice of such election to the Trustee and the Purchaser Groups.

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

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

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

“Effective Date” is defined in Section6.1.

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

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

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

“Eurodollar Period”means, with respect to any Eurodollar Tranche and any CP Conduit Purchaser Group:

(a) initially, the period commencing onthe Series 2010-6 Closing Date, the Increase Date or a conversion date, as the case may be, with respect to such Eurodollar Tranche and ending one month thereafter (or such other period which is acceptable tothe Funding Agent with respect to such CP Conduit Purchaser Group and which in no event will be less than 7 days); and

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

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

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

(ii) any Eurodollar Period that begins on the last Business Day of a calendar month (or on a day for which there is nonumerically corresponding day in the calendar month at the end of such Eurodollar Period) shall end on the last Business Day of the calendar month at the end of such Eurodollar Period.

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

“Excess Collections” is defined in Section3.3(e)(i).

“Excluded Taxes” means, with respect to the Administrative Agent, any Non-Conduit Purchaser, any CP Conduit Purchaser, any Committed Note Purchaser, any APA Bank, any Funding Agent, any Program Support Provider or any other recipient of any payment to be made by or on account of anyobligation of ABRCF hereunder, (a)income or franchise taxes imposed on (or measured by) its net income by the United States of America or by any other Governmental Authority, in each case, as a result of a present or former connection betweenthe United States of America or the jurisdiction of such Governmental Authority imposing such tax, as the case may be, and the Administrative Agent, such Non-Conduit Purchaser, such CP Conduit Purchaser, suchCommitted Note Purchaser, such APA Bank, such Funding Agent, such Program Support Provider or any other such recipient (except a connection arising solely from the Administrative Agent’s, such Non-ConduitPurchaser’s, such CP Conduit Purchaser’s, such Committed Note Purchaser’s, such APA Bank’s, such Program Support Provider’s or such recipient’s having executed, delivered or performed its obligations hereunder,receiving a payment hereunder or enforcing the Series 2010-6 Notes) and (b)any branch profits tax imposed by the United States of America or any similar tax imposed by any other jurisdiction in whichABRCF is located (except any such branch profits or similar tax imposed as a result of a connection with the United States of America or other jurisdiction as a result of a connection arising solely from the Administrative Agent’s, such Non-Conduit Purchaser’s, such CP Conduit Purchaser’s, such Committed Note Purchaser’s, such APA Bank’s, such Program Support Provider’s or such recipient’s having executed, delivered orperformed its obligations hereunder, receiving a payment hereunder or enforcing the Series 2010-6 Notes).

“Expiry Date” means, with respect to any Purchaser Group, the earlier of (a)the Scheduled Expiry Date with respect tosuch Purchaser Group and (b)the date on which an Amortization Event with respect to the Series 2010-6 Notes shall have been declared or automatically occurred.

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

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

“Federal Funds Effective Rate” means, for any day, the weighted average (rounded upwards, if necessary, to the next 1/100 of1%) of the rates on the overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the NYFRB, or, if such rate is not so published for anyday that is a Business Day, the average (rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for such day for such transactions received by the Administrative Agent from three Federal funds brokers of recognized standingselected by it.

“Fee Letter” means the letter dated the A&R Effective Date, from ABRCF addressed to theAdministrative Agent, each Non-Conduit Purchaser and each of the CP Conduit Purchasers, the Funding Agents and the APA Banks, setting forth certain fees payable from time to time to the Purchaser Groups, assuch letter may be amended or replaced from time to time.

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

“Fitch” means Fitch Ratings, Inc.

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

“Floor” means the benchmark ratefloor, if any, provided in this Supplement initially (as of the A&R Effective Date, the modification, amendment or renewal of this Supplement or otherwise) with respect to LIBO Rate.

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

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

“Increase” is defined in Section2.3(a).

“Increase Amount” is defined in Section2.3(a).

“Increase Date” is defined in Section2.3(a).

“Indemnified Taxes” means Taxes other than Excluded Taxes.

“Interest Rate Cap Counterparty” means ABRCF’s counterparty under aSeries2010-6 Interest Rate Cap.

“Interpolated Rate” means, at any time,for any Series 2010-6 Interest Period or Euordollar Period, the rate per annum (rounded to the same number of decimal places as the LIBO Screen Rate) determined by the Administrative Agent (whichdetermination shall be conclusive and binding absent manifest error) to be equal to the rate that results from interpolating on a linear basis between: (a)the LIBO Screen Rate for the longest period (for which the LIBO Screen Rate isavailable) that is shorter than the Impacted Interest Period; and (b)the LIBO Screen Rate for the shortest period (for which that LIBO Screen Rate is available) that exceeds the Impacted Interest Period, in each case, at such time.

“ISDA Definitions” means the 2006 ISDA Definitions published by theInternational Swaps and Derivatives Association, Inc. or any successor thereto, as amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from time to time by the International Swapsand Derivatives Association, Inc. or such successor thereto.

“JPMorgan Chase” is defined in the recitals hereto.

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

“LIBO Rate” means, (i)the greater of 0% and (ii)(a) with respect to each day during eachEurodollar Period pertaining to a Eurodollar Tranche, the LIBO Screen Rate at approximately 11:00 a.m., London time, on the second London Banking Days prior to the commencement of such Eurodollar Period, as the rate for dollar deposits with amaturity comparable to the Eurodollar Period applicable to such Eurodollar Tranche, (b)other than with respect to a LIBOR Funding CP Conduit Purchaser, with respect to each day during a Series 2010-6Interest Period the LIBO Screen Rate for a term of thirty (30)days at approximately 11:00 a.m. (London time) on such day, or if such day is not a London Banking Day, the immediately preceding London Banking Day or (c)with respect to aLIBOR Funding CP Conduit Purchaser and each day during a Series 2010-6 Interest Period the LIBO Screen Rate for a term of three months at approximately 11:00 a.m. (London time) on such day, or if such day isnot a London Banking Day, the immediately preceding London Banking Day; provided, however, that a Non-Conduit Purchaser may in its sole discretion, but only to the extent it is in accordance with its customarypractices, determine the daily LIBO Rate for a period not to exceed seven days on the first day of such period (or, if such day is not a London Banking Day, the immediately preceding London Banking Day) in accordance with the procedure set forthabove; provided further that, subject to the following proviso, if a Funding Agent with respect to a LIBOR Funding CP Conduit Purchaser is for any reason unable to determine the LIBO Rate in the foregoing manner, the LIBO Rate for such day shall bethe Alternate Base Rate for such day; provided that, in each case, if the LIBO Screen Rate shall not be available at such time for the applicable period (an “Impacted Interest Period”) then the LIBO Rate shall be theInterpolated Rate.

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

“LIBO Screen Rate” means, for any day and time, the rate appearing on Reuters Screen LIBOR01 Page (or on any successor orsubstitute page of such service, providing rate quotations comparable to those currently provided on such page of such service, as determined by the Administrative Agent from time to time in accordance with its customary practices for purposes ofproviding quotations of interest rates applicable to dollar deposits in the London interbank market) for the applicable period.

“LOC Pro Rata Share” means, with respect to any Multi-Series Letter of Credit Provider as of any date, the fraction(expressed as a percentage) obtained by dividing (A) the

available amount allocated to the Series 2010-6 Notes under such Multi-Series Letter of Credit Provider’s Multi-Series Letter of Credit as of suchdate by (B)an amount equal to the aggregate available amount allocated to the Series 2010-6 Notes under all Multi-Series Letters of Credit as of such date; provided that only for purposes ofcalculating the LOC Pro Rata Share with respect to any Multi-Series Letter of Credit Provider as of any date, if such Multi-Series Letter of Credit Provider has not complied with its obligation to pay the Trustee the amount of any draw under theMulti-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 bereinstated 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 maybe, for such amount (provided that the foregoing calculation shall not in any manner reduce the undersigned’s actual liability in respect of any failure to pay any demand under the Multi-Series Letter of Credit).

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

“Market Value Average” means, as of any day, the percentage equivalent of a fraction, thenumerator 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 BookValue of all Non-Program Vehicles (excluding (i)any Unaccepted Program Vehicles, (ii)any Excluded Redesignated Vehicles and (iii)any other Non-ProgramVehicles 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 ofthe 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 DeterminationDates precedent thereto.

“Match Funding CP Conduit Purchaser” means each CP Conduit Purchaser that is designated as suchon Schedule I (or in the Purchaser Group Supplement pursuant to which such CP Conduit Purchaser became a party to this Supplement) or that, after the Series 2010-6 Closing Date, notifies ABRCF and theAdministrative Agent in accordance with Section2.7(d) in writing that it is funding its CP Conduit Funded Amount with Commercial Paper issued by it, or for its benefit, in specified CP Tranches selected in accordance with Sections 2.7(b) and(c)and that, in each case, has not subsequently notified ABRCF and the Administrative Agent in writing that ABRCF will no longer be permitted to select CP Tranches in accordance with Sections 2.7(b) and (c)in respect of the CP ConduitFunded Amount with respect to such CP Conduit Purchaser.

“Maximum Purchaser Group Invested Amount” means, with respectto (a) any CP Conduit Purchaser Group, the amount set forth opposite the name of the CP Conduit Purchaser or CP Conduit Purchasers, as applicable, included in such CP Conduit Purchaser Group on ScheduleI or in the Purchaser Group Supplementpursuant to which such CP Conduit Purchaser Group became a party to this Supplement or (b) any Non-Conduit Purchaser Group, the amount set forth opposite the name of such Non-Conduit Purchaser Group on Schedule I or in the

Purchaser Group Supplement pursuant to which such Non-Conduit Purchaser Group became a party to this Supplement, in each case, as such amount may beincreased or reduced from time to time as provided in Section2.6. The Maximum Purchaser Group Invested Amount with respect to each Non-Extending Purchaser Group shall be reduced to zero on the ScheduledExpiry Date with respect to such Purchaser Group.

“Monthly Funding Costs” means, with respect to each Series 2010-6 Interest Period and:

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

(i) for each day during such Series 2010-6 Interest Period, (A)with respect to aMatch Funding CP Conduit Purchaser, the aggregate amount of Discount accruing on all outstanding Commercial Paper issued by, or for the benefit of, such Match Funding CP Conduit Purchaser to fund the CP Conduit Funded Amount with respect to suchMatch Funding CP Conduit Purchaser on such day, (B)with respect to a Pooled Funding CP Conduit Purchaser, the aggregate amount of Discount accruing on or otherwise in respect of the Commercial Paper issued by, or for the benefit of, suchPooled Funding CP Conduit Purchaser allocated, in whole or in part, by the Funding Agent with respect to such Pooled Funding CP Conduit Purchaser, to fund the purchase or maintenance of the CP Conduit Funded Amount with respect to such PooledFunding CP Conduit Purchaser or (C)with respect to a LIBOR Funding CP Conduit Purchaser, the product of (x)the CP Conduit Funded Amount with respect to such CP Conduit Purchaser Group on such day times (y)the Benchmark forsuch day, divided by (z) 360; plus

(ii) for each day during such Series2010-6 Interest Period, the sum of:

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

(B) the product of (I)the portionof the APA Bank Funded Amount with respect to such CP Conduit Purchaser Group allocated to Eurodollar Tranches with respect to such CP Conduit Purchaser Group on such day times (II)the weighted average Adjusted LIBO Rate with respect tosuch Eurodollar Tranches plus the Applicable Margin on such day in effect with respect thereto divided by (III) 360; plus

(iii) for each day during such Series 2010-6 Interest Period, the product of(A)the CP Conduit Funded Amount with respect to such CP Conduit Purchaser Group on such day times (B)the Program Fee Rate on such day divided by (C) 360; or

(b) any Non-Conduit Purchaser Group, the sum for each day during such Series 2010-6 Interest Period of the product of (i)the Purchaser Group Invested Amount with respect to such Non-Conduit Purchaser Group on such day times (ii)thesum of (A)the

Benchmark with respect to such day and (B)either (1) the Program Fee Rate on such day or (2)in accordance with the terms of Section2.7(h), the Applicable Margin with respect toany Eurodollar Tranche on such day, as applicable, divided by (iii) 360; provided, however, that if (x)any Change in Law shall make it unlawful for any Non-Conduit Purchaser Group tofund its Purchaser Group Invested Amount at the Benchmark, (y)the Administrative Agent or any Non-Conduit Purchaser determines (which determination shall be conclusive absent manifest error) thatadequate and reasonable means do not exist for ascertaining the Benchmark or (z)any Non-Conduit Purchaser determines that the Benchmark will not adequately and fairly reflect the cost to such Non-Conduit Purchaser of funding the Purchaser Group Invested Amount with respect to its Related Purchaser Group, and in each such case such Non-Conduit Purchaser Group shallhave notified the Administrative Agent in writing thereof (and not subsequently notified the Administrative Agent such circ*mstances no longer exist), the amount of Monthly Funding Costs for each day with respect to such Non-Conduit Purchaser Group will be calculated using the sum of (1)the Alternate Base Rate (or, if a Benchmark Replacement has been implemented in accordance with Section7.4, such Benchmark Replacement)and (2)the Program Fee Rate or, if the Applicable Margin with respect to any Eurodollar Tranche would otherwise be used in clause (ii)above in this clause (b), the Applicable Margin with respect to any Floating Tranche, on such day insuch clause (ii) (rather than the sum of (1)the Benchmark and (2)the Program Fee Rate or the Applicable Margin with respect to any Eurodollar Tranche, as applicable); provided, further, that, notwithstanding anything hereinto the contrary, on any day on which an Amortization Event shall have occurred and be continuing, the amount of Monthly Funding Costs for such day with respect to such Non-Conduit Purchaser will be calculatedusing the sum of (1)the Alternate Base Rate for such day and (2)the Applicable Margin with respect to any Floating Tranche on such day (rather than the sum of (1)the Benchmark and (2)the Program Fee Rate or the ApplicableMargin with respect to any Eurodollar Tranche, as applicable).

“Monthly Total Principal Allocation” means for anyRelated Month the sum of all Series 2010-6 Principal Allocations with respect to such Related Month.

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

“Multi-Series Letter of Credit” means an irrevocable letter of credit, if any, substantially in the form of Exhibit Gissued by a Series 2010-6 Eligible Letter of Credit Provider in favor of the Trustee for the benefit, in whole or in part, of the Series 2010-6 Noteholders(provided that a Multi-Series Letter of Credit may also benefit Noteholders of certain other Series).

“Multi-Series Letterof 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 Letterof 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 2010-6 Notes are fully paid and (b)the Series 2010-6 Termination Date.

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

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

“Non-Conduit PurchaserParticipants” is defined in Section11.1(f).

“Non-Deferrable DrawAmount” means, with respect to any Purchaser Group as of any Increase Date, an amount equal to the lesser of (i)the excess, if any, of (x) 10% of the Maximum Purchaser Group Invested Amount with respect to such Purchaser Group over(y)the portion of any Increase Amounts funded by such Purchaser Group during the preceding thirty-five (35)days pursuant to a Non-Deferrable Increase Notice or, to the extent of any decreasepursuant to Section2.3(e) in the Delayed Amount set forth in a Delayed Funding Notice delivered by such Purchaser Group, a Deferrable Increase Notice and (ii)the excess, if any, of (x)the Maximum Purchaser Group Invested Amountwith respect to such Purchaser Group over (y)the sum of (1)the Purchaser Group Invested Amount with respect to such Purchaser Group and (2)any unfunded Delayed Amounts with respect to such Purchaser Group, in each case as of suchIncrease Date.

“Non-Deferrable Increase Notice” means a notice of Increase thatprovides that a Delayed Funding Notice may not be provided by any Purchaser Group with respect to such Increase in accordance with Section2.3(e).

“Non-Delayed Funding Purchaser Group” is defined in Section2.3(f).

“Non-Extending Purchaser Group” means any Purchaser Group who shall not have agreedto an extension of its Scheduled Expiry Date pursuant to Section2.6(b).

“NYFRB” means the Federal Reserve Bank ofNew York.

“NYFRB’s Website” means the website of the NYFRB at xxxx://xxx.xxxxxxxxxx.xxx, or any successor source.

“Optional Termination Date” is defined in Section2.5(b).

“Optional Termination Notice” is defined in Section2.5(b).

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

“Outstanding” means, with respect to the Series 2010-6 Notes, theSeries 2010-6 Invested Amount shall not have been reduced to zero and all accrued interest and other amounts owing on the Series 2010-6 Notes and to the AdministrativeAgent, the Funding Agents, the CP Conduit Purchasers, the Committed Note Purchasers, the APA Banks and the Non-Conduit Purchasers hereunder shall not have been paid in full.

“Past Due Rent Payment” is defined in Section3.2(g).

“Patriot Act” is defined in Section11.26.

“Payment” is defined in Section9.10(a).

“Payment Notice” is defined in Section9.10(b).

“Permitted Investments” means negotiable instruments or securities maturing on or before the Distribution Date next occurringafter the investment therein, payable in Dollars, issued by an entity organized under the laws of the United States of America and represented by instruments in bearer or registered or in book-entry form which evidence (i)obligations the fulland timely payment of which are to be made by or is fully guaranteed by the United States of America other than financial contracts whose value depends on the values or indices of asset values; (ii)demand deposits of, time deposits in, orcertificates of deposit issued by, any depositary institution or trust company incorporated under the laws of the United States of America or any state thereof whose short-term debt is rated “P-1” byMoody’s and “A-1” or higher by Standard& Poor’s and subject to supervision and examination by Federal or state banking or depositary institution authorities; provided,however, that at the earlier of (x)the time of the investment and (y)the time of the contractual commitment to invest therein, the certificates of deposit or short-term deposits, if any, or long-term unsecured debt obligations(other than such obligation whose rating is based on collateral or on the credit of a Person other than such institution or trust company) of such depositary institution or trust company shall have a credit rating from Standard&Poor’s of “A-1+”, in the case of certificates of deposit or short-term deposits, or a rating from Standard& Poor’s not lower than “AA”, in the case of long-termunsecured debt obligations; (iii)commercial paper having, at the earlier of (x)the time of the investment and (y)the time of the contractual commitment to invest therein, a rating from Standard& Poor’s of “A-1+” and a rating from Moody’s of “P-1”; (iv) bankers’ acceptances issued by any depositary institution or trust company described inclause(ii)above; (v) investments in money market funds (x)rated “AAm” by Standard& Poor’s or otherwise approved in writing by Standard& Poor’s and (y)rated “Aaa” byMoody’s or otherwise approved in writing by Moody’s; (vi)Eurodollar time deposits having a credit rating from Standard& Poor’s of “A-1+” and a credit rating fromMoody’s of at least “A3” or “P-1”; (vii) repurchase agreements involving any of the Permitted Investments described in clauses(i)and (vi) above and thecertificates of deposit described in clause(ii)above which are entered into with a depository institution or trust company, having a commercial paper or short-term certificate of deposit rating of“A-1+” by Standard& Poor’s and “P-1” by Moody’s or which otherwise is approved as to collateralization by the Rating Agencies;and (viii)any other instruments or securities, if the Rating Agencies confirm in writing that the investment in such instruments or securities will not adversely affect any rating with respect to the Series2010-6 Notes and, so long as Standard& Poor’s and/or Moody’s rates the Commercial Paper issued by any CP Conduit Purchaser, Standard& Poor’s and/or Moody’s, asapplicable, confirms in writing that the investment in such instruments or securities will not adversely affect any rating of the Commercial Paper issued by any CP Conduit Purchaser whose Commercial Paper is rated by Standard& Poor’sor Moody’s, as applicable, at such time.

“Pooled Funding CP Conduit Purchaser” means each CP Conduit Purchaser thatis not (x)a Match Funding CP Conduit Purchaser (or that was a Match Funding Conduit Purchaser and that, after the Series 2010-6 Closing Date, notifies ABRCF and the Administrative Agent in accordancewith Section2.7(d) in writing that ABRCF may no longer be permitted to select CP Tranches in respect to the CP Conduit Funded Amount with respect to such CP Conduit Purchaser) or (y)a LIBOR Funding CP Conduit Purchaser.

“Preference Amount” means any amount previously distributed to a member or members of a Purchaser Group on or relating to aSeries 2010-6 Note that is recoverable or that has been recovered as a voidable preference by the trustee in a bankruptcy proceeding of a Demand Note Issuer pursuant to the Bankruptcy Code in accordance with afinal nonappealable order of a court having competent jurisdiction.

“Pre-PreferencePeriod Demand Note Payments” means, as of any date of determination, the aggregate amount of all proceeds of demands made on the Series 2010-6 Demand Notes included in the Series 2010-6 Demand Note Payment Amount as of the Multi-Series Letter of Credit Termination Date that were paid by the Demand Note Issuers more than one year before such date of determination; provided,however, that if an Event of Bankruptcy (or the occurrence of an event described in clause (a)of the definition thereof, without the lapse of a period of 60 consecutive days) with respect to a Demand Note Issuer occurs duringsuch 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 suchEvent of Bankruptcy to and including the conclusion or dismissal of the proceedings giving rise to such Event of Bankruptcy without continuing jurisdiction by the court in such proceedings shall equal thePre-Preference Period Demand Note Payments as of the date of such occurrence and (y)the Pre-Preference Period Demand Note Payments as of any date after theconclusion or dismissal of such proceedings shall equal the Series 2010-6 Demand Note Payment Amount as of the date of the conclusion or dismissal of such proceedings.

“Pricing Increase Notice” is defined in Section2.7(h).

“Pricing Increase Rescission” is defined in Section2.7(h).

“Prime Rate” means the rate of interest per annum publicly announced from time to time by JPMorgan Chase as its prime rate ineffect at its principal office in New York City. Each change in the Prime Rate shall be effective from and including the date such change is publicly announced as being effective.

“Principal Deficit Amount” means, on any date of determination, the excess, if any, of (i)the ClassA InvestedAmount on such date (after giving effect to the distribution of the Monthly Total Principal Allocation for the Related Month if such date is a Distribution Date) over (ii)the sum of (a)the Series2010-6 AESOP I Operating Lease Loan Agreement Borrowing Base and (b)the Series 2010-6 VFN Percentage of the excess, if any, of (1)the AESOP II Loan AgreementBorrowing Base over (2)the AESOP II DBRS Excluded Manufacturer Amount on such date.

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

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

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

“Purchase Effective Date” is defined in Section2.6(d).

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

“Purchaser Group Addition Date” is defined in Section2.6(e).

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

“Purchaser Group Invested Amount” means, with respect to any Purchaser Group, (a)when used with respect to the A&REffective Date, such Purchaser Group’s Commitment Percentage of the ClassA Initial Invested Amount and (b)when used with respect to any other date, an amount equal to (i)the Purchaser Group Invested Amount with respect to suchPurchaser Group on the immediately preceding Business Day plus (ii)the Purchaser Group Increase Amount with respect to such Purchaser Group on such date minus (iii)the amount of principal payments made to such PurchaserGroup pursuant to Section3.5(f) on such date plus (iv)the amount of principal payments recovered from such Purchaser Group by a trustee as a preference payment in a bankruptcy proceeding of a Demand Note Issuer or otherwise. Forthe avoidance of doubt, (x)so long as any Purchaser Group has failed to fund any portion of its Purchaser Group Increase Amount with respect to any Increase Date (including any Delayed Amount), such unfunded amount shall not be included in thePurchaser Group Invested Amount for such Purchaser Group unless and until such amount has been funded (including by Funding any Delayed Funding Reimbursem*nt Amount, if applicable) and (y)any Delayed Amounts funded on an Increase Date by a Non-Delayed Funding Purchaser Group shall be included in the Purchaser Group Invested Amount for such Non-Delayed Funding Purchaser Group until the related Delayed FundingReimbursem*nt Amount has been funded.

“Purchaser Group Supplement” is defined in Section11.1(e).

“Qualified Interest Rate Cap Counterparty” means a counterparty to a Series2010-6 Interest Rate Cap that is a bank, other financial institution or Person which has, or has all of its obligations under its Series 2010-6 Interest Rate Capguaranteed by a Person that has a long-term senior, unsecured debt, deposit, claims paying or credit (as the case may be) rating of at least “BBB” from DBRS, a long-term senior unsecured debt, deposit, claims paying or credit (as the casemay be) rating of at least “Baa2” from Moody’s or a long-term senior unsecured debt, deposit, claims paying or credit (as the case may be) rating of at least “BBB” from Standard& Poor’s.

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

“Reference Banks” means four major banks in the London interbank market selected by the Administrative Agent.

“Reference Time” with respect to any setting of the then-current Benchmark means (1)if such Benchmark is the LIBO Rate,the time set forth in the definition thereof, and (2)if such Benchmark is not the LIBO Rate, the time determined by the Administrative Agent in its reasonable discretion.

“Related Additional APA Banks” is defined in Section2.6(e).

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

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

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

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

“Requisite Noteholders” means Purchaser Groups having CommitmentPercentages aggregating more than 50% (or if all Commitments have terminated, Purchaser Groups whose aggregate Purchaser Group Invested Amounts exceed 50% of the Series 2010-6

Invested Amount); provided, however, that on any date on which there are fewer than three Purchaser Groups (solely for the purposes of this proviso, Purchaser Groups members ofwhich are Affiliates of members of another Purchaser Group shall be deemed to be one Purchaser Group), “Requisite Noteholders” shall mean all Purchaser Groups, collectively.

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

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

“Retention Basis Amount” means the nominal value of the Collateral that will be secured under the Indenture as a result ofthe Issuer’s use of the proceeds from the issuance of the Series 2010-6 Notes.

“Retention Test” means a test that will be satisfied if as of (x)the A&R Effective Date, the ClassR InitialInvested Amount equals or exceeds 5.21% of the Series 2010-6 Invested Amount (after giving effect to the funding of the ClassA Notes and the ClassR Notes on the Series 2010-6 Closing Date) and (y)any Increase Date, the ClassR Invested Amount equals or exceeds the higher of (1) 5.21% of the Series 2010-6 Invested Amount (aftergiving effect to the funding of ClassA Notes and ClassR Notes on such Increase Date) and (2)the amount determined by the Administrator that is required to maintain compliance with the U.S. Risk Retention Rules.

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

“SanctionedCountry” means at any time, a country, region or territory which is itself the subject or target of any Sanctions (including Cuba, Iran, North Korea, Syria, Venezuela and the Crimea region of Ukraine).

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

“Scheduled Expiry Date” means, with respect to any Purchaser Group, March31, 2023, as such datemay be extended in accordance with Section2.6(b).

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

“Selected Fleet Market Value” means, with respect to all Adjusted Program Vehicles andall Non-Program Vehicles (excluding (i)any Unaccepted Program Vehicles, (ii)any Excluded Redesignated Vehicles and (iii)any other Non-Program Vehiclesthat 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, thesum 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. Forpurposes 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 mostrecently 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 FinanceLease; provided, that if the NADA Guide is not being published or the NADA Guide is being published but such Vehicle is not included therein, the Market Value of such Vehicle shall be based on the market value specified in the most recentlypublished 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 ofsuch 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 ifthe 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 ofABRCF 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 sourceor 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 bythe Administrator, based on the Net Book Value of such Vehicle and any other factors deemed relevant by the Administrator.

“Senior Monthly Funding Costs” means, with respect to each Series 2010-6 InterestPeriod and any Purchaser Group, the excess of (a)the Monthly Funding Costs over (b)the Contingent Monthly Funding Costs, in each case, with respect to such Series 2010-6 Interest Period and suchPurchaser Group.

“Series 2010-6 Accrued Interest Account” is defined inSection3.1(b).

“Series 2010-6 AESOP I Operating Lease Loan Agreement BorrowingBase” means, as of any date of determination, the product of (a)the Series 2010-6 AESOP I Operating Lease Vehicle Percentage as of such date and (b)the excess of (i)the AESOP IOperating Lease Loan Agreement Borrowing Base as of such date over (ii)the DBRS Excluded Manufacturer Amount as of such date.

“Series 2010-6 AESOP I Operating LeaseVehicle 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 2010-6 Required AESOPI Operating Lease Vehicle Amount as of such date and the denominator of which is the sum of the Required AESOP I Operating Lease Vehicle Amounts for all Series of Notes as of such date.

“Series 2010-6 Agent” is defined in the recitals hereto.

“Series 2010-6 Allocated Cash Amount” means, as of any date of determination, anamount equal to (x)all cash on deposit in the Collection Account as of such date times (y)the Series 2010-6 Invested Percentage (calculated with respect to Principal Collections) as of suchdate.

“Series 2010-6 Allocated Multi-Series Letter of Credit Amount” means, asof any date of determination, the lesser of (a)the Series 2010-6 Allocated Multi-Series Letter of Credit Liquidity Amount on such date and (b)the aggregate outstanding principal amount of theSeries 2010-6 Demand Notes on such date.

“Series2010-6 Allocated Multi-Series Letter of Credit Liquidity Amount” means, as of any date of determination, the sum of (a)the Series 2010-6 ApplicableMulti-Series L/C Amount as of such date under each Multi-Series Letters of Credit on which no draw has been made pursuant to Section3.8(c), and (b)if the Series 2010-6 Cash Collateral Account hasbeen established and funded pursuant to Section3.8, the Series 2010-6 Available Cash Collateral Account Amount on such date.

“Series 2010-6 Applicable Multi-Series L/C Amount” means, as of any date ofdetermination, 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 apercentage) equal to the Series 2010-6 Required Liquidity Amount divided by “Required Liquidity Amount” for each applicable Series for which such Multi-Series Letter of Credit is providing creditenhancement.

“Series 2010-6 Available Cash Collateral Account Amount” means, asof any date of determination, the amount on deposit in the Series 2010-6 Cash Collateral Account (after giving effect to any deposits thereto and withdrawals and releases therefrom on such date).

“Series 2010-6 Available Reserve Account Amount” means, as of any date ofdetermination, the amount on deposit in the Series 2010-6 Reserve Account (after giving effect to any deposits thereto and withdrawals and releases therefrom on such date).

“Series 2010-6 Cash Collateral Account” is defined in Section3.8(e).

“Series 2010-6 Cash Collateral Account Collateral” is defined in Section3.8(a).

“Series 2010-6 Cash Collateral Account Surplus” means, with respect to anyDistribution Date, the lesser of (a)the Series 2010-6 Available Cash Collateral Account Amount and (b)the lesser of (A)the excess, if any, of the Series2010-6 Liquidity Amount (after giving effect to any withdrawal from the Series 2010-6 Reserve Account on such Distribution Date)

over the Series 2010-6 Required Liquidity Amount on such Distribution Date and (B)the excess, if any, of the Series2010-6 Enhancement Amount (after giving effect to any withdrawal from the Series 2010-6 Reserve Account on such Distribution Date) over the Series 2010-6 Required Enhancement Amount on such Distribution Date; provided, however, that, on any date after the Multi-Series Letter of Credit Termination Date, the Series2010-6 Cash Collateral Account Surplus shall mean the excess, if any, of (x)the Series 2010-6 Available Cash Collateral Account Amount over (y)the Series 2010-6 Demand Note Payment Amount minus the Pre-Preference Period Demand Note Payments as of such date.

“Series 2010-6 Cash Collateral Percentage” means, as of any date of determination,the percentage equivalent of a fraction, the numerator of which is the Series 2010-6 Available Cash Collateral Amount as of such date and the denominator of which is the Series2010-6 Allocated Multi-Series Letter of Credit Liquidity Amount as of such date.

“Series 2010-6 Closing Date” means October22, 2010.

“Series 2010-6 Collateral” means the Collateral, each Multi-Series Letter of Credit, each Series 2010-6 Demand Note, the Series 2010-6Interest Rate Cap Collateral, the Series 2010-6 Distribution Account Collateral, the Series 2010-6 Cash Collateral Account Collateral and the Series 2010-6 Reserve Account Collateral.

“Series 2010-6Collection Account” is defined in Section3.1(b).

“Series 2010-6 ControlledAmortization Period” means the period commencing at the close of business on the Business Day immediately preceding the date on which the Scheduled Expiry Date with respect to each Purchaser Group shall have occurred and continuing to theearliest of (i)the commencement of the Series 2010-6 Rapid Amortization Period, (ii)the date on which the Series 2010-6 Notes are fully paid and(iii)the termination of the Indenture.

“Series 2010-6 Controlled DistributionAmount” means, with respect to any Related Month during the Series 2010-6 Controlled Amortization Period, the sum of the ClassA Controlled Distribution Amount and the ClassR ControlledDistribution Amount with respect to such Related Month.

“Series 2010-6 DBRS BelowInvestment Grade Non-Program Enhancement Rate” means, as of any date of determination, the sum of (a) 36.25%, (b) the greater of (x)the highest, for any calendar month within the precedingtwelve calendar months, of an amount (not less than zero) equal to 100% minus the Measurement Month Average for the immediately preceding Measurement Month and (y)the highest, for any calendar month within the preceding three calendarmonths, 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)if the Non-Program Vehicle Amount exceeds the Series 2010-6 Maximum Non-Program Vehicle Amount as of such date ofdetermination, 1.00%.

“Series 2010-6 DBRS Below Investment Grade Non-Program Vehicle Percentage” means as of any date of determination, a fraction, expressed as a percentage, (a)the numerator of which is the excess of (x)the aggregate Net Book Value of all Non-Program

Vehicles leased under the AESOP I Operating Lease or the AESOP II Operating Lease that were manufactured by a Manufacturer that does not have a long-termsenior unsecured debt rating from DBRS (or, if such Manufacturer is not rated by DBRS, a DBRS Equivalent Rating) of at least “BBB (low)” over (y)the aggregate Net Book Value of all theNon-Program Vehicles included in the numerator of the Series 2010-6 DBRS Below Investment Grade Program Vehicle Percentage as of such date of determination (b)thedenominator of which is the aggregate Net Book Value of all Vehicles leased under the AESOP I Operating Lease or the AESOP II Operating Lease as of such date.

“Series 2010-6 DBRS Below Investment Grade Program Enhancement Rate” means, as of anydate of determination, 36.25%.

“Series 2010-6 DBRS Below Investment Grade Program VehiclePercentage” means, as of any date of determination, a fraction, expressed as a percentage, (a)the numerator of which is the sum, without duplication, of (1)the aggregate Net Book Value of all Program Vehicles leased under theAESOP I Operating Lease or the AESOP II Operating Lease that were manufactured by an Eligible Program Manufacturer that does not have a long-term senior unsecured debt rating from DBRS (or, if suchManufacturer is not rated by DBRS, a DBRS Equivalent Rating) of at least “BBB (low)” and (2)so long as no Manufacturer Event of Default has occurred and is continuing with respect to such EligibleNon-Program Manufacturer, the aggregate Net Book Value of all Non-Program Vehicles leased under the AESOP I Operating Lease or the AESOP II Operating Lease that(i)were manufactured by an Eligible Non-Program Manufacturer that does not have a long-term senior unsecured debt rating from DBRS (or, if such Manufacturer is not rated by DBRS, a DBRS EquivalentRating) of at least “BBB (low)” and (ii)are subject to a Manufacturer Program and remain eligible for repurchase thereunder as of such date and (b)the denominator of which is the aggregate Net Book Value of all Vehicles leasedunder the AESOP I Operating Lease or the AESOP II Operating Lease as of such date.

“Series2010-6 DBRS Investment Grade Non-Program Enhancement Rate” means, as of any date of determination, the sum of (a) 27.25%, (b) the greater of (x)thehighest, for any calendar month within the preceding twelve calendar months, of an amount (not less than zero) equal to 100% minus the Measurement Month Average for the immediately preceding Measurement Month and (y)the highest, for anycalendar month within the preceding three calendar months, of an amount (not less than zero) equal to 100% minus the Market Value Average as of the Determination Date within such calendar month (excluding the Market Value Average for anyDetermination Date which has not yet occurred) and (c)if the Non-Program Vehicle Amount exceeds the Series 2010-6 MaximumNon-Program Vehicle Amount as of such date of determination, 1.00%.

“Series 2010-6 DBRS Investment Grade Non-Program Vehicle Percentage” means as of any date of determination, a fraction, expressed as a percentage, (a)the numerator ofwhich is the excess of (x)the aggregate Net Book Value of all Non-Program Vehicles leased under the AESOP I Operating Lease or the AESOP II Operating Lease that were manufactured by a Manufacturer thathas a long-term senior unsecured debt rating from DBRS (or, if such Manufacturer is not rated by DBRS, a DBRS Equivalent Rating) of “BBB (low)” or higher over (y)the aggregate Net Book Value ofall the Non-Program Vehicles included in the numerator of the Series 2010-6 DBRS Investment Grade Program Vehicle Percentage as of such date of determination and(b)the denominator of which is the aggregate Net Book Value of all Vehicles leased under the AESOP I Operating Lease or the AESOP II Operating Lease as of such date.

“Series 2010-6 DBRS Investment Grade ProgramEnhancement Rate” means, as of any date of determination, 13.25%.

“Series 2010-6DBRS Investment Grade Program Vehicle Percentage” means, as of any date of determination, a fraction, expressed as a percentage, (a)the numerator of which is the sum, without duplication, of (1)the aggregate Net Book Value ofall Program Vehicles leased under the AESOP I Operating Lease or the AESOP II Operating Lease that were manufactured by an Eligible Program Manufacturer that has a long-term senior unsecured debt rating fromDBRS (or, if such Manufacturer is not rated by DBRS, a DBRS Equivalent Rating) of “BBB (low)” or higher and (2)so long as no Manufacturer Event of Default has occurred and is continuing with respect to such Eligible Non-Program Manufacturer, the aggregate Net Book Value of all Non-Program Vehicles leased under the AESOP I Operating Lease or the AESOP II Operating Lease that (i)weremanufactured by an Eligible Non-Program Manufacturer that has a long-term senior unsecured debt rating from DBRS (or, if such Manufacturer is not rated by DBRS, a DBRS Equivalent Rating) of “BBB(low)” or higher and (ii)are subject to a Manufacturer Program and remain eligible for repurchase thereunder as of such date and (b)the denominator of which is the aggregate Net Book Value of all Vehicles leased under the AESOP IOperating Lease or the AESOP II Operating Lease as of such date.

“Series 2010-6 DBRSRequired Enhancement Percentage” means, as of any date of determination, the sum of (i)the product of (A)the Series 2010-6 DBRS Investment Grade Program Enhancement Rate as of such dateand (B)the Series 2010-6 DBRS Investment Grade Program Vehicle Percentage as of such date, (ii)the product of (A)the Series 2010-6 DBRS InvestmentGrade Non-Program Enhancement Rate as of such date and (B)the Series 2010-6 DBRS Investment Grade Non-Program VehiclePercentage as of such date, (iii)the product of (A)the Series 2010-6 DBRS Below Investment Grade Program Enhancement Rate as of such date and (B)the Series2010-6 Below Investment Grade Program Vehicle Percentage as of such date, and (iv)the product of (A)the Series 2010-6 DBRS Below Investment Grade Non-Program Enhancement Rate as of such date and (B)the Series 2010-6 DBRS Below Investment Grade Non-Program Vehicle Percentageas of such date.

“Series 2010-6 Demand Note” means each demand note made by aDemand Note Issuer, substantially in the form of Exhibit D as amended, modified or restated from time to time.

“Series 2010-6 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 Series2010-6 Demand Notes pursuant to Section3.5(c)(iii) or 3.5(d)(ii) that were deposited into the Series 2010-6 Distribution Account and paid to the Series 2010-6 Noteholders during the one-year period ending on the Multi-Series Letter of Credit Termination Date; provided, however, that if an Event of Bankruptcy (orthe occurrence of an event described in clause (a)of the definition thereof, without the lapse of a period of 60 consecutive days) with respect to a Demand Note Issuer shall have occurred during suchone-year period, the Series 2010-6 Demand Note Payment Amount as of the Multi-Series Letter of Credit Termination Date shall equal the Series 2010-6 Demand Note Payment Amount as if it were calculated as of the date of such occurrence.

“Series 2010-6 Deposit Date” isdefined in Section3.2.

“Series 2010-6 Distribution Account” is defined inSection3.9(a).

“Series 2010-6 Distribution Account Collateral” is definedin Section3.9(d).

“Series 2010-6 Documents” means each of this Supplement,the Series 2010-6 Notes, the Series 2010-6 Interest Rate Cap, the Fee Letter, the Series 2010-6 Demand Notes, the Multi-SeriesLetters of Credit and any other related documents executed in connection with an issuance of the Series 2010-6 Notes or activities related thereto.

“Series 2010-6 Eligible Letter of Credit Provider” means a Person satisfactory toABCR and the Demand Note Issuers and having, at the time of the issuance of the related Multi-Series Letter of Credit, a long-term senior unsecured debt, deposit, claims paying or credit (as the case may be) rating of at least “BBB” fromDBRS, a long-term senior unsecured debt, deposit, claims paying or credit (as the case may be) rating of at least “Baa2” from Xxxxx’x or a long-term senior unsecured debt, deposit, claims paying or credit (as the case may be) ratingof at least “BBB” from Standard& Poor’s; provided that if a Person is not a Multi-Series Letter of Credit Provider (or a letter of credit provider under the Supplement for any other Series of Notes), then such Personshall not be a Series 2010-6 Eligible Letter of Credit Provider until ABCR has provided 10 days’ prior notice to the Rating Agencies, Standard& Poor’s, Xxxxx’x and the AdministrativeAgent that such a Person has been proposed as a Multi-Series Letter of Credit Provider.

“Series2010-6 Enhancement” means the Series 2010-6 Cash Collateral Account Collateral, the Multi-Series Letters of Credit, the Series2010-6 Demand Notes, the Series 2010-6 Overcollateralization Amount and the Series 2010-6 Reserve Account Amount.

“Series 2010-6 Enhancement Amount” means, as of any date of determination, the sum of(i)the Series 2010-6 Overcollateralization Amount as of such date, (ii)the Series 2010-6 Allocated Multi-Series Letter of Credit Amount as of such date,(iii)the Series 2010-6 Available Reserve Account Amount as of such date and (iv)the amount of cash and Permitted Investments on deposit in the Series 2010-6Collection Account (not including amounts allocable to the Series2010-6 Accrued Interest Account) and the Series 2010-6 Excess Collection Account as of such date.

“Series 2010-6 Enhancement Deficiency” means, on any date of determination, theamount by which the Series 2010-6 Enhancement Amount is less than the Series 2010-6 Required Enhancement Amount as of such date.

“Series 2010-6 Excess Collection Account” is defined in Section3.1(b).

“Series 2010-6 Expected Final Distribution Date” means the Distribution Date fallingin the fourth calendar month after the calendar month in which the Series 2010-6 Revolving Period ends.

“Series 2010-6 Incremental EnhancementAmount” means, as of any date of determination, the sum of:

(i) the greater of (x)the Series 2010-6 Percentage of the excess, if any, of the aggregate Net Book Value of all Vehicles manufactured by Mitsubishi and leased under the Leases as of the immediately preceding Business Day over the Series 2010-6 Maximum Mitsubishi Amount as of the immediately preceding Business Day and (y)the excess, if any, of (A)the sum of (1)the Series 2010-6 VFN Percentageof the aggregate Net Book Value of all Vehicles manufactured by Mitsubishi and leased under the AESOP II Operating Lease as of the immediately preceding Business Day and (2)the Series 2010-6 AESOP IOperating Lease Vehicle Percentage of the Net Book Value of all Vehicles manufactured by Mitsubishi and leased under the AESOP I Operating Lease as of the immediately preceding Business Day over (B) 10% ofthe sum of (1)the Series 2010-6 VFN Percentage of the Net Book Value of all Vehicles leased under the AESOP II Operating Lease as of the immediately preceding Business Day and (2)the Series2010-6 AESOP I Operating Lease Vehicle Percentage of the Net Book Value of all Vehicles leased under the AESOP I Operating Lease as of the immediately preceding Business Day;

(ii) the greater of (x)the Series 2010-6 Percentage of the excess, if any, of theaggregate Net Book Value of all Vehicles manufactured by Isuzu or Subaru, individually, and leased under the Leases as of the immediately preceding Business Day over the Series 2010-6 Maximum IndividualIsuzu/Subaru Amount as of the immediately preceding Business Day and (y)the excess, if any, of (A)the sum of (1)the Series 2010-6 VFN Percentage of the aggregate Net Book Value of allVehicles manufactured by Isuzu or Subaru, individually, and leased under the AESOP II Operating Lease as of the immediately preceding Business Day and (2)the Series 2010-6 AESOP I Operating Lease VehiclePercentage of the Net Book Value of all Vehicles manufactured by Isuzu or Subaru, individually, and leased under the AESOP I Operating Lease as of the immediately preceding Business Day over (B) 5% of the sum of (1)the Series 2010-6 VFN Percentage of the Net Book Value of all Vehicles leased under the AESOP II Operating Lease as of the immediately preceding Business Day and (2)the Series2010-6 AESOP I Operating Lease Vehicle Percentage of the Net Book Value of all Vehicles leased under the AESOP I Operating Lease as of the immediately preceding Business Day;

(iii) the greater of (x)the Series 2010-6 Percentage of the excess, if any, ofthe aggregate Net Book Value of all Vehicles manufactured by Hyundai and leased under the Leases as of the immediately preceding Business Day over the Series 2010-6 Maximum Hyundai Amount as of the immediatelypreceding Business Day and (y)the excess, if any, of (A)the sum of (1)the Series 2010-6 VFN Percentage of the aggregate Net Book Value of all Vehicles manufactured by Hyundai and leased underthe AESOP II Operating Lease as of the immediately preceding Business Day and (2)the Series 2010-6 AESOP I Operating Lease Vehicle Percentage of the Net Book Value of all Vehicles manufactured by Hyundaiand leased under the AESOP I Operating Lease as of the immediately preceding Business Day over (B) 20% of the sum of (1)the Series 2010-6 VFN Percentage of the Net Book Value of all Vehicles leased underthe AESOP II Operating Lease as of the immediately preceding Business Day and (2)the Series 2010-6 AESOP I Operating Lease Vehicle Percentage of the Net Book Value of all Vehicles leased under the AESOPI Operating Lease as of the immediately preceding Business Day;

(iv) the greater of (x)the Series2010-6 Percentage of the excess, if any, of the aggregate Net Book Value of all Vehicles manufactured by Suzuki and leased under the Leases as of the immediately preceding Business Day over the Series 2010-6 Maximum Suzuki Amount as of the immediately preceding Business Day and (y)the excess, if any, of (A)the sum of (1)the Series 2010-6 VFN Percentage ofthe aggregate Net Book Value of all Vehicles manufactured by Suzuki and leased under the AESOP II Operating Lease as of the immediately preceding Business Day and (2)the Series 2010-6 AESOP I OperatingLease Vehicle Percentage of the Net Book Value of all Vehicles manufactured by Suzuki and leased under the AESOP I Operating Lease as of the immediately preceding Business Day over (B) 7.5% of the sum of (1)the Series 2010-6 VFN Percentage of the Net Book Value of all Vehicles leased under the AESOP II Operating Lease as of the immediately preceding Business Day and (2)the Series2010-6 AESOP I Operating Lease Vehicle Percentage of the Net Book Value of all Vehicles leased under the AESOP I Operating Lease as of the immediately preceding Business Day;

(v) the greater of (x)the Series 2010-6 Percentage of the excess, if any, of theaggregate Net Book Value of all Vehicles manufactured by Kia and leased under the Leases as of the immediately preceding Business Day over the Series 2010-6 Maximum Kia Amount as of the immediately precedingBusiness Day and (y)the excess, if any, of (A)the sum of (1)the Series 2010-6 VFN Percentage of the aggregate Net Book Value of all Vehicles manufactured by Kia and leased under the AESOP IIOperating Lease as of the immediately preceding Business Day and (2)the Series 2010-6 AESOP I Operating Lease Vehicle Percentage of the Net Book Value of all Vehicles manufactured by Kia and leased underthe AESOP I Operating Lease as of the immediately preceding Business Day over (B) 10% of the sum of (1)the Series 2010-6 VFN Percentage of the Net Book Value of all Vehicles leased under the AESOP IIOperating Lease as of the immediately preceding Business Day and (2)the Series 2010-6 AESOP I Operating Lease Vehicle Percentage of the Net Book Value of all Vehicles leased under the AESOP I OperatingLease as of the immediately preceding Business Day;

(vi) the greater of (x)the Series2010-6 Percentage of the excess, if any, of the Specified States Amount as of the immediately preceding Business Day over the Series 2010-6 Maximum Specified StatesAmount as of the immediately preceding Business Day and (y)the excess, if any, of (A)the sum of (1)the Series 2010-6 VFN Percentage of the Net Book Value of all Vehicles titled in the Statesof Ohio, Oklahoma, and Nebraska and leased under the AESOP II Operating Lease as of the immediately preceding Business Day and (2)the Series 2010-6 AESOP I Operating Lease Vehicle

Percentage of the Net Book Value of all Vehicles titled in the States of Ohio, Oklahoma and Nebraska and leased under the AESOP I Operating Lease as of the immediately preceding Business Day over(B) 7.5% of the sum of (1)the Series 2010-6 VFN Percentage of the Net Book Value of all Vehicles leased under the AESOP II Operating Lease as of the immediately preceding Business Day and (2)theSeries 2010-6 AESOP I Operating Lease Vehicle Percentage of the Net Book Value of all Vehicles leased under the AESOP I Operating Lease as of the immediately preceding Business Day;

(vii) the greater of (x)the Series 2010-6 Percentage of the excess, if any, ofthe Non-Eligible Manufacturer Amount as of the immediately preceding Business Day over the Series 2010-6 Maximum Non-EligibleManufacturer Amount as of the immediately preceding Business Day and (y)the excess, if any, of (A)the Series 2010-6 AESOP I Operating Lease Vehicle Percentage of the Net Book Value of all Vehiclesmanufactured by Manufacturers other than Eligible Non-Program Manufacturers and leased under the AESOP I Operating Lease as of the immediately preceding Business Day over (B) 3% of the sum of (1)theSeries 2010-6 VFN Percentage of the Net Book Value of all Vehicles leased under the AESOP II Operating Lease as of the immediately preceding Business Day and (2)the Series2010-6 AESOP I Operating Lease Vehicle Percentage of the Net Book Value of all Vehicles leased under the AESOP I Operating Lease as of the immediately preceding Business Day; and

(viii) the greater of (x)the Series 2010-6 Percentage of the excess, if any, ofthe aggregate Net Book Value of all Vehicles leased under the Leases as of the immediately preceding Business Day that were used vehicles at the time of their acquisition over the Series 2010-6 Maximum UsedVehicle Amount as of the immediately preceding Business Day and (y)the excess, if any, of (A)the sum of (1)the Series 2010-6 VFN Percentage of the aggregate Net Book Value of all Vehiclesleased under the AESOP II Operating Lease as of the immediately preceding Business Day that were used vehicles at the time of their acquisition and (2)the Series 2010-6 AESOP I Operating Lease VehiclePercentage of the Net Book Value of all Vehicles leased under the AESOP I Operating Lease as of the immediately preceding Business Day that were used vehicles at the time of their acquisition over (B) 5% of the sum of (1)the Series 2010-6 VFN Percentage of the Net Book Value of all Vehicles leased under the AESOP II Operating Lease as of the immediately preceding Business Day and (2)the Series2010-6 AESOP I Operating Lease Vehicle Percentage of the Net Book Value of all Vehicles leased under the AESOP I Operating Lease as of the immediately preceding Business Day;

“Series 2010-6 Interest Period” means a period commencing on and including aDistribution Date and ending on and including the day preceding the next succeeding Distribution Date; provided, however, that (x)the initial Series 2010-6 Interest Period shall commence onand include the Series 2010-6 Closing Date and end on and include November21, 2010 and (y)the initial Series 2010-6 Interest Period with respect to theClassR Notes shall commence on and include the A&R Effective Date and end on and include September20, 2018.

“Series 2010-6 Interest Rate Cap” has the meaning specified in Section3.11(a).

“Series 2010-6 Interest Rate Cap Collateral” has the meaning specified inSection3.11(c).

“Series 2010-6 Interest Rate CapProceeds” means the amounts received by the Trustee from an Interest Rate Cap Counterparty from time to time in respect of a Series 2010-6 Interest Rate Cap (including amounts received from aguarantor or from collateral).

“Series 2010-6 Invested Amount” means, on anydate of determination, the sum of (i)the ClassA Invested Amount and (ii)the ClassR Invested Amount on such date.

“Series 2010-6 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 afraction the numerator of which shall be equal to the sum of the Series 2010-6 Invested Amount and the Series 2010-6 Overcollateralization Amount, determined during theSeries 2010-6 Revolving Period as of the end of the immediately preceding Business Day, or, during the Series 2010-6 Rapid Amortization Period or the Series 2010-6 Controlled Amortization Period, as of the end of the Series 2010-6 Revolving Period and the denominator of which shall be the greater as of the end of the immediatelypreceding Business Day of (I)the Aggregate Asset Amount and (II)the sum of the numerators used to determine the invested percentages for allocations with respect to Principal Collections (for all Series of Notes and all classes of suchSeries of Notes); and

(b) when used with respect to Interest Collections, the percentage equivalent (which percentageshall never exceed 100%) of a fraction the numerator of which shall be the Accrued Amounts with respect to the Series 2010-6 Notes on such date of determination, and the denominator of which shall be theaggregate Accrued Amounts with respect to all Series of Notes on such date of determination

“Series 2010-6 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 whichpursuant to Section3.2(a), (b), (c) or (d)would have been allocated to the Series 2010-6 Accrued Interest Account if all payments of Monthly Base Rent required to have been made under the Leasesfrom 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 Section3.2(a), (b), (c) or (d)have been allocatedto the Series 2010-6 Accrued Interest Account (excluding any amounts paid into the Series 2010-6 Accrued Interest Account pursuant to the proviso in Sections 3.2(c)(ii)and 3.2(d)(ii)) from and excluding the preceding Distribution Date to and including such Distribution Date over (2)the ClassR Monthly Interest with respect to the Series 2010-6 Interest Periodended on the day preceding such Distribution Date.

“Series 2010-6 Lease PaymentDeficit” means either a Series 2010-6 Lease Interest Payment Deficit or a Series 2010-6 Lease Principal Payment Deficit.

“Series 2010-6 Lease Principal Payment Carryover Deficit” means (a)for theinitial Distribution Date, zero and (b)for any other Distribution Date, the excess of (x)the Series 2010-6 Lease Principal Payment Deficit, if any, on the preceding Distribution Date over(y)the amount deposited in the Distribution Account on such preceding Distribution Date pursuant to Section3.5(c) on account of such Series 2010-6 Lease Principal Payment Deficit.

“Series 2010-6 Lease Principal PaymentDeficit” means on any Distribution Date the sum of (a)the Series 2010-6 Monthly Lease Principal Payment Deficit for such Distribution Date and (b)the Series2010-6 Lease Principal Payment Carryover Deficit for such Distribution Date.

“Series 2010-6 Limited Liquidation Event of Default” means, so long as such event or condition continues, any event or condition of the type specified in clauses (a)through (i) of Article IV; provided,however, that any event or condition of the type specified in clauses (a)through (i) of Article IV shall not constitute a Series 2010-6 Limited Liquidation Event of Default if the Trustee shallhave received the written consent of each of the Series 2010-6 Noteholders waiving the occurrence of such Series 2010-6 Limited Liquidation Event of Default.

“Series 2010-6 Liquidity Amount” means, as of any date of determination, the sum of(a)the Series 2010-6 Allocated Multi-Series Letter of Credit Liquidity Amount on such date and (b)the Series 2010-6 Available Reserve Account Amount on suchdate.

“Series 2010-6 Maximum Amount” means any of the Series 2010-6 Maximum Manufacturer Amounts, the Series 2010-6 Maximum Non-Eligible Manufacturer Amount, the Series 2010-6 Maximum Non-Program Vehicle Amount, the Series 2010-6 Maximum Specified States Amount or the Series 2010-6 Maximum Used Vehicle Amount.

“Series 2010-6Maximum Hyundai Amount” means, as of any day, an amount equal to 20% of the aggregate Net Book Value of all Vehicles leased under the Leases on such day.

“Series 2010-6 Maximum Individual Isuzu/Subaru Amount” means, as of any day, withrespect to Isuzu or Subaru individually, an amount equal to 5% of the aggregate Net Book Value of all Vehicles leased under the Leases on such day.

“Series 2010-6 Maximum Invested Amount” means, on any date of determination, the sumof (i)the ClassA Maximum Purchaser Group Invested Amount and (ii)the ClassR Maximum Invested Amount on such date.

“Series 2010-6 Maximum Kia Amount” means, as of any day, an amount equal to 10% ofthe aggregate Net Book Value of all Vehicles leased under the Leases on such day.

“Series2010-6 Maximum Manufacturer Amount” means, as of any day, any of the Series 2010-6 Maximum Mitsubishi Amount, the Series2010-6 Maximum Individual Isuzu/Subaru Amount, the Series 2010-6 Maximum Hyundai Amount, the Series 2010-6 Maximum Kia Amount orthe Series 2010-6 Maximum Suzuki Amount.

“Series2010-6 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 2010-6 Maximum Non-Eligible Manufacturer Amount” means, as of any day, an amount equal to 3% of the aggregate Net Book Value of all Vehicles leased under the Leases on such day.

“Series 2010-6 Maximum Non-Program VehicleAmount” means, as of any day, an amount equal to the Series 2010-6 Maximum Non-Program Vehicle Percentage of the aggregate Net Book Value of all Vehicles leasedunder the Leases on such day.

“Series 2010-6 MaximumNon-Program Vehicle Percentage” means, as of any date of determination, the sum of (a) 85% and (b)a fraction, expressed as a percentage, the numerator of which is the aggregate Net Book Value ofall Redesignated Vehicles manufactured by a Bankrupt Manufacturer or a Manufacturer with respect to which a Manufacturer Event of Default has occurred, and in each case leased under the AESOP I Operating Lease or the Finance Lease as of such date,and the denominator of which is the aggregate Net Book Value of all Vehicles leased under the Leases as of such date.

“Series 2010-6 Maximum Specified States Amount” means, as of any day, an amount equal to 7.5% of the aggregate Net Book Value of all Vehicles leased under the Leases on such day.

“Series 2010-6 Maximum Suzuki Amount” means, as of any day, an amount equal to 7.5%of the aggregate Net Book Value of all Vehicles leased under the Leases on such day.

“Series2010-6 Maximum Used Vehicle Amount” means, as of any day, an amount equal to 25% of the aggregate Net Book Value of all Vehicles leased under the Leases on such day.

“Series 2010-6 Monthly Lease Principal Payment Deficit” means on any DistributionDate 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 Section3.2(a), (b) or (c)would have been allocated to the Series 2010-6 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)theaggregate amount of Principal Collections which pursuant to Section3.2(a), (b) or (c)have been allocated to the Series 2010-6 Collection Account (without giving effect to any amounts paid into theSeries 2010-6 Accrued Interest Account pursuant to the proviso in Sections 3.2(b)(ii) and/or 3.2(c)(ii)) from and excluding the preceding Distribution Date to and including such Distribution Date over(2)the principal due and payable with respect to the ClassR Notes on such Distribution Date.

“Series 2010-6 Noteholder” means any ClassA Noteholder or any ClassR Noteholder.

“Series 2010-6 Notes” means, collectively, the ClassA Notes and theClassR Notes.

“Series 2010-6 Overcollateralization Amount” means theexcess, if any, of (x)the sum of (a)the Series 2010-6 AESOP I Operating Lease Loan Agreement Borrowing Base as of such date and (b)the Series 2010-6VFN Percentage of the excess, if any, of (1)the AESOP II Loan Agreement Borrowing Base over (2)the AESOP II DBRS Excluded Manufacturer Amount as of such date over (y)the Series 2010-6Invested Amount as of such date.

“Series 2010-6 Past Due RentPayment” is defined in Section3.2(g).

“Series 2010-6 Percentage”means, as of any date of determination, a fraction, expressed as a percentage, the numerator of which is the Series 2010-6 Invested Amount as of such date and the denominator of which is the sum of theInvested Amount of each Series of Notes outstanding as of such date.

“Series 2010-6Principal Allocation” is defined in Section3.2(a)(ii).

“Series 2010-6Post-Twenty Four Month Measurement Month” means, with respect to any date, collectively, each of the three periods most closely preceding such date, each of which periods shall consist of one calendar month, or the smallest number ofconsecutive calendar months, in which (a)at least 250 Non-Program Vehicles that are in months 25 through 48 of their lease at the time of such sale and were sold at auction or otherwise or (b)atleast one-twelfth of the aggregate Net Book Value of all of the Non-Program Vehicles that are in months 25 through 48 of their lease at the time of such sale and areleased under the AESOP I Operating Lease and the Finance Lease as of the last day of each such period were sold at auction or otherwise; provided, however, that no calendar month included in a Series2010-6 Post-Twenty Four Month Measurement Month shall be included in any other Series 2010-6 Post-Twenty Four Month Measurement Month; provided, further,that Unaccepted Program Vehicles shall be excluded for purposes of the foregoing determination. The Series 2010-6 Post-Twenty Four Month Measurement Month shall be a “Post-Twenty Four Month MeasurementMonth” for purposes of the Depreciation Schedule.

“Series 2010-6 Post-Twenty FourMonth Measurement Month Average” means, with respect to any Series 2010-6 Post-Twenty-Four Month Measurement Month, the percentage equivalent of a fraction, the numerator of which is the aggregateamount of disposition proceeds of all Non-Program Vehicles that are in months 25 through 48 of their lease at the time of such sale and are sold at auction or otherwise during such Series 2010-6 Post-Twenty Four Month Measurement Month (excluding any Unaccepted Program Vehicles) and the denominator of which is the aggregate Net Book Value of such Vehicles on the dates of their respective sales. TheSeries 2010-6 Post-Twenty Four Month Measurement Month Average shall be a “Post-Twenty Four Month Measurement Month Average” for purposes of the Depreciation Schedule.

“Series 2010-6 Rapid Amortization Period” means the period beginning at the earlierto occur of (a)the close of business on the Business Day immediately preceding the day on which an Amortization Event is deemed to have occurred with respect to the Series 2010-6 Notes and (b)theclose of business on the Optional Termination Date and ending upon the earliest to occur of (i)the date on which the Series 2010-6 Notes are fully paid, (ii)the Series 2010-6 Termination Date and (iii)termination of the Indenture.

“Series 2010-6 Reimbursem*nt Agreement” means any and each agreement providing for the reimbursem*nt of a Multi-Series Letter of Credit Provider for draws under the Multi-Series Letter of Credit as the same may beamended, supplemented, restated or otherwise modified from time to time.

“Series 2010-6 Required AESOP I OperatingLease Vehicle Amount” means, as of any date of determination, the sum of (A)the excess, if any, of (x)the sum of the Series 2010-6 Required Overcollateralization Amount and the Series 2010-6 Invested Amount as of such date over (y)the Series 2010-6 VFN Percentage of the excess, if any, of (i)the AESOP II Loan Agreement Borrowing Base as of suchdate over (ii)the AESOP II DBRS Excluded Manufacturer Amount as of such date and (B)if an Event of Bankruptcy with respect to ABCR, any other Lessee or any Permitted Sublessee (other than a third-party Permitted Sublessee) has occurredon or prior to such date, the Contingent Monthly Funding Costs Shortfall as of the immediately preceding Distribution Date.

“Series 2010-6 Required Enhancement Amount” means, as of any date of determination,the sum of (i)the product of (x)the Series 2010-6 DBRS Required Enhancement Percentage as of such date and (y)the excess, if any, of (1)the ClassA Invested Amount as of such dateover (2)the Series 2010-6 Allocated Cash Amount , and (ii)the Series 2010-6 Incremental Enhancement Amount as of such date.

“Series 2010-6 Required Liquidity Amount” means, with respect to any DistributionDate, an amount equal to 2.00% of the ClassA Invested Amount on such Distribution Date (after giving effect to any payments of principal to be made on the Series 2010-6 Notes on such Distribution Date).

“Series 2010-6 Required Overcollateralization Amount” means, as of any date ofdetermination, the excess, if any, of the Series 2010-6 Required Enhancement Amount over the sum of (i)the Series 2010-6 Allocated Multi-Series Letter of CreditAmount as of such date, (ii)the Series 2010-6 Available Reserve Account Amount on such date and (iii)the amount of cash and Permitted Investments on deposit in the Series 2010-6 Collection Account (not including amounts allocable to the Series 2010-6 Accrued Interest Account) and the Series 2010-6 ExcessCollection Account on such date.

“Series 2010-6 Required Reserve Account Amount”means, with respect to any Distribution Date, an amount equal to the sum of (a)the greater of (i)the excess, if any, of the Series 2010-6 Required Liquidity Amount on such Distribution Date overthe Series 2010-6 Allocated Multi-Series Letter of Credit Liquidity Amount on such Distribution Date (after giving effect to any payments of principal to be made on the Series2010-6 Notes on such Distribution Date) and (ii)the excess, if any, of the Series 2010-6 Required Enhancement Amount over the Series2010-6 Enhancement Amount (excluding therefrom the Series 2010-6 Available Reserve Account Amount and calculated after giving effect to any payments of principal to bemade on the Series 2010-6 Notes) on such Distribution Date and (b)the Demand Note Preference Payment Amount.

“Series 2010-6 Reserve Account” is defined in Section3.7(a).

“Series 2010-6 Reserve Account Collateral” is defined in Section3.7(d).

“Series 2010-6 Reserve AccountSurplus” means, with respect to any Distribution Date, the excess, if any, of the Series 2010-6 Available Reserve Account Amount over the sum of (x)the Series2010-6 Required Reserve Account Amount on such Distribution Date and (y)the sum of (i)the aggregate Contingent Monthly Funding Costs with respect to all Purchaser Groups for the Series 2010-6 Interest Period ending on such date and (ii)any Contingent Monthly Funding Costs Shortfall as of such date (together with accrued interest thereon).

“Series 2010-6 Revolving Period” means the period from and including, the Series 2010-6 Closing Date to the earlier to occur of (x)the commencement of the Series 2010-6 Controlled Amortization Period and (y)the commencement of the Series 2010-6 Rapid Amortization Period.

“Series 2010-6Termination Date” means the Distribution Date falling in the tenth calendar month after the calendar month in which the Series 2010-6 Revolving Period ends.

“Series 2010-6 Unpaid Demand Amount” means, with respect to any single draw pursuantto Section3.5(c) or (d)on the Multi-Series Letters of Credit, the aggregate amount drawn by the Trustee on all Multi-Series Letters of Credit.

“Series 2010-6 VFN Percentage” means, as of any date, the percentage equivalent of afraction the numerator of which is the sum of the ClassA Invested Amount and the Series 2010-6 Overcollateralization Amount as of such date and the denominator of which is the sum of the ClassAInvested Amount, the Series 2010-6 Overcollateralization Amount, the Series 2015-3 ClassA Invested Amount and the Series2015-3 Overcollateralization Amount as of such date.

“Series 2015-3 ClassA Invested Amount” means the “ClassA Invested Amount” as defined in the Series2015-3 Supplement.

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

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

“Series 2015-3 Supplement” means the Second Amended and Restated Series 2015-3 Supplement, dated as of June18, 2021, among ABRCF, the Administrator, the Administrative Agent, the Non-Conduit Purchasers, CP Conduit Purchasers, APA Banks,Funding Agents and the Committed Note Purchasers party thereto, the Trustee and The Bank of New York Mellon Trust Company, N.A., as Series 2015-3 Agent, as amended, restated, modified or supplemented from timeto time in accordance with its terms.

“SOFR” means, with respect to any Business Day, a rate per annum equal to thesecured overnight financing rate for such Business Day published by the SOFR Administrator on the SOFR Administrator’s Website on the immediately succeeding Business Day.

“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 anysuccessor source for the secured overnight financing rate identified as such by the SOFR Administrator from time to time.

“Standard& Poor’s” means Standard& Poor’s Ratings Services, a division of TheXxXxxx-Xxxx Companies, Inc.

“Statutory Reserve Rate” means a fraction (expressed as a decimal), the numerator of whichis the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed as a decimal (rounded up to the nearest 1/100thof 1%) established by the Board to which the Administrative Agent is subject with respect to the Adjusted LIBO Rate, for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board). Such reservepercentages shall include those imposed pursuant to Regulation D. Eurodollar Tranches shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsetsthat may be available from time to time under such Regulation D or comparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in the reserve percentage.

“Supplement” is defined in the recitals hereto.

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

“Term SOFR” means, for the applicable Corresponding Tenor as of the applicable ReferenceTime, the forward-looking term rate based on SOFR that has been selected or recommended by the Relevant Governmental Body.

“TermSOFR Notice” means a notification by the Administrative Agent to the Series 2010-6 Noteholders and ABRCF of the occurrence of a Term SOFR Transition Event.

“Term SOFR Transition Event” means the determination by the Administrative Agent that (a)Term SOFR has been recommendedfor use by the Relevant Governmental Body, (b)the administration of Term SOFR is administratively feasible for the Administrative Agent and (c)a Benchmark Transition Event or an Early Opt-inElection, as applicable, has previously occurred resulting in a Benchmark Replacement in accordance with Section7.4 that is not Term SOFR. For the avoidance of doubt, the Administrative Agent shall not be required to deliver a Term SOFR Noticeafter a Term SOFR Transition Event and may do so in its sole discretion.

“Termination Date Disbursem*nt” means an amountdrawn under a Multi-Series Letter of Credit pursuant to a Certificate of Termination Date Demand.

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

“Transfer Supplement” is defined in Section11.1(c).

“Transferee” is defined in Section11.1(g).

“Trustee” is defined in the recitals hereto.

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

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

“U.K. Securitisation Regulation” means the EU Securitisation Regulation enacted as retained direct EU law in the U.K. byvirtue of the operation of the European Union (Withdrawal) Xxx 0000, as amended by the Securitisation (Amendment) (EU Exit) Regulations 2019 (SI 2019/660) (including any implementing regulation, secondary legislation, technical and official guidancerelating thereto (in each case, as amended, varied or substituted from time to time)).

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

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

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

“Xxxxxxx Rule” means Section13 of the U.S. Bank Holding Company Act of 1956, as amended, and the applicable rules andregulations thereunder.

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

“Waiver Event” means the occurrence of the delivery of a Waiver Request and the subsequent waiver of any Series 2010-6 Maximum Amount.

“Waiver Request” is defined in Article V.

“Write-Down and Conversion Powers” means, (a)with respect to any EEA Resolution Authority, the write-down andconversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule and (b)with respect to the United Kingdom, any powers of the applicable Resolution Authority under the

Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under whichthat liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it orto suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.

ARTICLE II

PURCHASEAND SALE OF SERIES 2010-6 NOTES;

INCREASES AND DECREASES OF SERIES 2010-6 INVESTED AMOUNT

Section2.1. Purchases of the Series2010-6 Notes.

(a) Initial Purchases.

(i) Subject to the terms and conditions of this Supplement, including delivery of notice in accordance with Section2.3,(i) each Non-Conduit Purchaser shall purchase, and each CP Conduit Purchaser may, in its sole discretion, purchase a ClassA Note in an amount equal to all or a portion of its Commitment Percentage of theClassA Initial Invested Amount on any Business Day during the period from the A&R Effective Date to and including the Expiry Date with respect to its Related Purchaser Group, and if each such CP Conduit Purchaser in a Related PurchaserGroup shall have notified the Administrative Agent and the Funding Agent with respect to such Purchaser Group that it has elected not to fund a ClassA Note in an amount equal to its Commitment Percentage of the ClassA Initial InvestedAmount on the Series 2010-6 Closing Date, each APA Bank with respect to such CP Conduit Purchasers shall fund on the A&R Effective Date its APA Bank Percentage of that portion of such ClassA Note notto be funded by such CP Conduit Purchasers and (ii)thereafter, (A) each Non-Conduit Purchaser shall maintain its ClassA Note, subject to increase or decrease during the period from the A&REffective Date to and including the Expiry Date with respect to its Related Purchaser Group, in accordance with the provisions of this Supplement, (B)each CP Conduit Purchaser may, in its sole discretion, maintain all or any portion of theClassA Note with respect to the Related Purchaser Group, subject to increase or decrease during the period from the A&R Effective Date to and including the Expiry Date with respect to its Related Purchaser Group, in accordance with theprovisions of this Supplement and (C)the APA Banks shall maintain their respective APA Bank Percentages of the ClassA Note with respect to its Related Purchaser Group, subject to increase or decrease during the period from the A&REffective Date to and including the Expiry Date with respect to such Purchaser Group, in accordance with the provisions of this Supplement. Each Purchaser Group as of the A&R Effective Date shall be deemed to have satisfied its obligation topurchase a ClassA Note under this Section2.1(a) on such date by exchanging the Series 2010-6 Note held by it and outstanding on the day immediately preceding the A&R Effective Date for aClassA Note issued on the A&R Effective Date in accordance with Section2.1(a)(iii).

(ii) Subject to the terms and conditions of this Supplement, includingdelivery of notice in accordance with Section2.3, (i)each Committed Note Purchaser shall purchase a ClassR Note in an amount equal to $93,775,000 (the “ClassR Initial Invested Amount”) on theSeries 2010-6 Closing Date and (ii)thereafter, each Committed Note Purchaser shall maintain its ClassR Note, subject to increase or, prior to the Series2010-6 Controlled Amortization Period, decrease during the period from the Series 2010-6 Closing Date to and including the Expiry Date, in accordance with the provisionsof this Supplement.

(iii) Subject to the terms and conditions of this Supplement, including delivery of notice inaccordance with Section2.3, each Non-Conduit Purchaser and CP Conduit Purchaser shall deliver its Series 2010-6 Note on the A&R Effective Date to the Trusteefor cancellation in accordance with Section2.14 of the Base Indenture. In exchange for such Series 2010-6 Note, the Trustee shall deliver to each such Non-ConduitPurchaser and CP Conduit Purchaser, a ClassA Note in an amount equal to the outstanding principal amount of the Series 2010-6 Note delivered by such Non-ConduitPurchaser or CP Conduit Purchaser, as applicable, in accordance with the terms and conditions of this Supplement. The aggregate outstanding principal amount of such ClassA Notes on the A&R Effective Date shall be the“ClassA Initial Invested Amount”. The parties hereto agree that any amounts accrued and unpaid as of the A&R Effective Date with respect to the Series 2010-6 Notesunder the Third A&R Series 2010-6 Supplement shall be deemed to have accrued with respect to the ClassA Notes and shall be payable in accordance with the provisions hereof.

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

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

(d) Form of Series 2010-6 Notes. The Series 2010-6Notes shall be issued in fully registered form without interest coupons, substantially in the form set forth in Exhibit A.

Section2.2. Delivery. (a)On the A&R Effective Date (or on any later date that any Purchaser Group becomes a party to thisSupplement), ABRCF shall sign and shall direct the Trustee in writing pursuant to Section2.2 of the Base Indenture to duly authenticate, and the Trustee, upon receiving such direction, shall so authenticate a ClassA Note (i)in thecase of a CP Conduit Purchaser Group, in the name of the Funding Agent with respect to such CP Conduit Purchaser Group (or as otherwise requested by such

CP Conduit Purchaser Group and agreed to by ABRCF) in an amount equal to the Maximum Purchaser Group Invested Amount with respect to such CP Conduit Purchaser Group and deliver such ClassANote to such Funding Agent in accordance with such written directions, or (ii)in the case of a Non-Conduit Purchaser Group, in the name of the Related Non-ConduitPurchaser in an amount equal to the Maximum Purchaser Group Invested Amount with respect to such Related Non-Conduit Purchaser Group and deliver such ClassA Note to such Related Non-Conduit Purchaser in accordance with such written directions. On the A&R Effective Date (or on any later date that any Committed Note Purchaser becomes a party to this Supplement), ABRCF shall sign and shalldirect the Trustee in writing pursuant to Section2.2 of the Base Indenture to duly authenticate, and the Trustee, upon receiving such direction, shall so authenticate a ClassR Note in an amount equal to the ClassR Maximum InvestedAmount with respect to such Committed Note Purchaser and deliver such ClassR Note to such Committed Note Purchaser in accordance with such written directions.

(b) The Administrative Agent shall maintain a record of (i)the actual Purchaser Group Invested Amount outstanding with respect to eachPurchaser Group, (ii)the ClassR Invested Amount outstanding with respect to each Committed Note Purchaser and (iii)the actual Series 2010-6 Invested Amount outstanding on any date ofdetermination, which, absent manifest error, shall constitute prima facie evidence of the outstanding ClassA Invested Amounts, the outstanding ClassR Invested Amount and the outstanding Series2010-6 Invested Amount from time to time. Upon a written request from the Trustee, the Administrative Agent shall provide in writing the identity of the Purchaser Groups, the related Funding Agents for each CPConduit Purchaser Group, the Purchaser Group Invested Amount for each Purchaser Group, the identity of the Committed Note Purchasers, the ClassR Invested Amount for each Committed Note Purchaser, and the Commitment Percentage with respect toany Purchaser Group, to the Trustee.

Section2.3. Procedure for Initial Issuance and for Increasing the Series 2010-6 Invested Amount. (a)Subject to Section2.3(c), (i)on the A&R Effective Date, (A)each Non-Conduit Purchaser shallpurchase, and each CP Conduit Purchaser and/or APA Bank agree to purchase, a ClassA Note in accordance with Section2.1 and (B)each Committed Note Purchaser shall purchase a ClassR Note in accordance with Section2.1 and(ii)on any Business Day during the period from the A&R Effective Date to and including the Expiry Date (A)with respect to a Purchaser Group, in the case of a Non-Conduit Purchaser Group, theRelated Non-Conduit Purchaser hereby agrees, or in the case of a CP Conduit Purchaser Group, each CP Conduit Purchaser in such CP Conduit Purchaser Group may agree, in its sole discretion, and each APA Bankwith respect to such CP Conduit Purchaser hereby agrees that the Purchaser Group Invested Amount with respect to each such Purchaser Group may be increased by an amount equal to its APA Bank Percentage of the Commitment Percentage with respect tosuch Purchaser Group of the Increase Amount (an “Increase”), upon the request of ABRCF (each date on which an increase in the Series 2010-6 Invested Amount occurs hereunder being hereinreferred to as the “Increase Date” applicable to such Increase) and (B)as a result of such Increase with respect to the ClassA Notes as requested by ABRCF, each Committed Note Purchaser hereby agrees that theClassR Invested Amount with respect to such Committed Note Purchaser shall be increased by the minimum amount necessary to cause the Retention Test to be satisfied; provided, however, that ABRCF shall have given theAdministrative Agent and each

Committed Note Purchaser (with a copy to the Trustee) irrevocable (other than as specified in Section2.3(e)) written notice (effective upon receipt), by telecopy (receipt confirmed),substantially in the form of Exhibit B together with a calculation (including of the components thereof) in a form reasonably acceptable to the Administrative Agent of the sum of (i)the Series2010-6 AESOP I Operating Loan Agreement Borrowing Base and (ii)the Series 2010-6 VFN Percentage of the excess, if any, of (x)the AESOP II Loan AgreementBorrowing Base over (y)the AESOP II DBRS Excluded Manufacturer Amount on the date of such notice, of such request no later than 3:00 p.m. (NewYork City time) on (A)with respect to a Deferrable Increase Notice, the third BusinessDay prior to such Increase Date or (B)with respect to a Non-Deferrable Increase Notice, the second Business Day prior to such Increase Date, as the case may be. Such notice shall state (x)theIncrease Date, (y)the proposed amount of the increase in the ClassA Invested Amount and the ClassR Invested Amount, as applicable (in each case, an “Increase Amount”), as the case may be, and (z)whether aDelayed Funding Notice may be delivered in connection with such Increase pursuant to Section2.3(e). The Commitment Percentage with respect to any Purchaser Group of the Increase Amount with respect to the ClassA Notes set forth in any Non-Deferrable Increase Notice shall not exceed such Purchaser Group’s Non-Deferrable Draw Amount as of the related Increase Date.

(b) If the CP Conduit Purchasers in a CP Conduit Purchaser Group elect not to fund the full amount of the related Purchaser Group IncreaseAmount, such CP Conduit Purchaser shall notify the Administrative Agent and the Funding Agent with respect to such CP Conduit Purchaser, and each APA Bank with respect to such CP Conduit Purchasers shall fund its APA Bank Percentage of the portionof the Commitment Percentage with respect to such Related Purchaser Group of such Increase, as the case may be, not funded by such CP Conduit Purchasers.

(c) No Purchaser Group shall be required to increase its Purchaser Group Invested Amount on any Increase Date hereunder unless:

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

(ii) after giving effect to such Increase Amount, the sum of the (x)the Purchaser Group Invested Amount and (y)anyunfunded Delayed Amounts with respect to such Purchaser Group would not exceed the Maximum Purchaser Group Invested Amount with respect to such Purchaser Group;

(iii) after giving effect to such Increase Amount, no AESOP I Operating Lease Vehicle Deficiency would occur and be continuing;

(iv) no Amortization Event or Potential Amortization Event (in each case, other than an Amortization Event or PotentialAmortization Event in respect of another Series of Notes solely resulting from a Surety Default (as such term is defined in the Supplement pursuant to which such other Series of Notes was issued)) has occurred and is continuing on the Series 2010-6 Closing Date or such Increase Date, as applicable, or would occur and be continuing after giving effect to such Increase;

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

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

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

ABRCF’s acceptance of funds in connection with eachIncrease occurring on any Increase Date shall constitute a representation and warranty by ABRCF to the Purchaser Groups as of such Increase Date (except to the extent such representations and warranties are expressly made as of another date) thatall of the conditions contained in this Section2.3(c) have been satisfied.

(d) Upon receipt of any notice required bySection2.3(a) or permitted by Section2.3(e) from ABRCF, the Administrative Agent shall forward (by telecopy or electronic messaging system) a copy of such notice to each Non-Conduit Purchaser andthe Funding Agent with respect to each CP Conduit Purchaser Group (or, with respect to any notice pursuant to Section2.3(e) requiring a Delayed Funding Purchaser Group to decrease its Delayed Amount, the applicable Non-Conduit Purchaser or Funding Agent), no later than 5:00 p.m. (New York City time) on the day received. After receipt by any Funding Agent with respect to a CP Conduit Purchaser Group of such notice from theAdministrative Agent, such Funding Agent shall, so long as the conditions set forth in Sections 2.3(a) and (c)are satisfied, promptly provide telephonic notice to the related CP Conduit Purchasers and the related APA Banks, of the IncreaseDate and of such CP Conduit Purchaser Group’s Purchaser Group Increase Amount. Subject to Section2.3(e), if such CP Conduit Purchasers elects to fund all or a portion of the related Purchaser Group Increase Amount, each such CP ConduitPurchaser shall pay in immediately available funds its Commitment Percentage (or any portion thereof) of the applicable portion of the amount of such Increase with respect to the ClassA Notes on the related Increase Date to the Funding Agentwith respect to such CP Conduit Purchaser Group for remittance to the Trustee for deposit into the Series 2010-6 Collection Account. Subject to Section2.3(e), if such CP Conduit Purchasers do not fundthe full amount of such CP Conduit Purchaser Group’s Purchaser Group Increase Amount and the related APA Banks are required to fund the portion thereof not funded by the CP Conduit Purchasers, each such APA Bank shall pay in immediatelyavailable funds its APA Bank Percentage of such portion on the related Increase Date to the Funding Agent with respect to such CP Conduit Purchaser Group for deposit in the Series 2010-6 Collection Account.Each Funding Agent shall remit the amounts received by it from its CP Conduit Purchasers or the related APA Banks pursuant to this Section2.3(d) to the Trustee for deposit into the Series 2010-6Collection Account. Subject to Section2.3(e), so long as the conditions set forth in Sections 2.3(a) and (c)are satisfied, each Non-Conduit Purchaser shall pay in immediately available funds such Non-Conduit Purchaser’s Purchaser

Group Increase Amount on the related Increase Date to the Trustee for deposit into the Series 2010-6 Collection Account. So long as the conditions setforth in Sections 2.3(a) and (c)are satisfied, each Committed Note Purchaser shall pay in immediately available funds the ClassR Initial Invested Amount on the Series 2010-6 Closing Date or theamount of such Increase Amount with respect to the ClassR Notes on the related Increase Date to the Trustee for deposit into the Series 2010-6 Collection Account.

(e) Notwithstanding any of the foregoing, any APA Bank or Non-Conduit Purchaser who shall havepreviously notified ABRCF in writing that it or any related Program Support Provider has incurred charges under, or in anticipation of, Basel III (which may include external charges incurred by the APA Bank,Non-Conduit Purchaser or Program Support Provider or internal charges incurred by any of their businesses) in respect of its Commitment hereunder or any agreement to support such Commitment, or in respect ofits interest in the Series 2010-6 Notes, based on its “liquidity coverage ratio” calculated under Basel III, may, upon receipt of any Deferrable Increase Notice pursuant to Section2.3(a),notify ABRCF in writing (a “Delayed Funding Notice”) on or prior to 12:00 noon (New York City time) on the second Business Day preceding the related Increase Date, of its intent to fund an amount up to its APA Bank Percentage or itsCommitment Percentage, as applicable, of the related Increase Amount with respect to the ClassA Notes (such amount, subject to any adjustment described below, the “Delayed Amount”) on a Business Day that is on or before thethirty-fifth (35^th) day following the Increase Date specified in such Deferrable Increase Notice (the “Delayed Funding Date”) rather than on such Increase Date. If any APA Bank orNon-Conduit Purchaser provides a Delayed Funding Notice to ABRCF following ABRCF’s delivery of a notice of an Increase pursuant to Section2.3(a), ABRCF may with written notice to the AdministrativeAgent delivered prior to 3:00 pm on the second Business Day preceding such Increase Date, (x)decrease the Increase Amount with respect to the ClassA Notes with respect to such Deferrable Increase Notice (or revoke such DeferrableIncrease Notice by decreasing the Increase Amount to zero) and/or (y)require any APA Bank or Non-Conduit Purchaser who has provided a Delayed Funding Notice to reduce the Delayed Amount with respect tosuch Increase by an amount no greater than the Non-Deferrable Draw Amount with respect to such Purchaser Group as of the related Increase Date. In the event that the Increase Amount with respect to suchDeferrable Increase Notice is reduced, but not to zero, then any Delayed Amount with respect to any Purchaser Group shall be reduced on a pro rata basis unless otherwise specified by ABRCF pursuant to clause (y)above. NoPurchaser Group that has provided a Delayed Funding Notice in respect of an Increase (each a “Delayed Funding Purchaser Group”) shall be considered to be in default of its obligation to fund its Delayed Amount pursuant to thisSection2.3 unless and until it has failed to fund the Delayed Amount (and/or the Delayed Funding Reimbursem*nt Amount with respect to such Delayed Amount) on or before the Delayed Funding Date.

(f) If (i)one or more Delayed Funding Purchaser Groups provides a Delayed Funding Notice to ABRCF in respect of any Increase Date and(ii)ABRCF shall not have decreased the related Increase Amount to zero or required each such Delayed Funding Purchaser Group to reduce the Delayed Amount with respect to such Increase to zero, in each case, pursuant to Section2.3(e), theAdministrative Agent shall, by no later than 12:00 noon (New York City time) on the Business Day preceding such Increase Date, direct each Purchaser Group that is not a Delayed Funding Purchaser Group with respect to such Increase Date (each a“Non-Delayed Funding Purchaser Group”) to fund an additional portion of such Increase Amount with

respect to the ClassA Notes on such Increase Date equal to such Non-Delayed Funding Purchaser Group’s proportionate share (based upon theMaximum Purchaser Group Invested Amount with respect to such Non-Delayed Funding Purchaser Group relative to the sum of the Maximum Purchaser Group Invested Amounts with respect to all Non-Delayed Funding Purchaser Groups) of the aggregate Delayed Amounts with respect to such Increase Date; provided that no Non-Delayed Funding Purchaser Group shall berequired to fund any portion of the aggregate Delayed Amounts that would cause its Purchaser Group Invested Amount to exceed its Maximum Purchaser Group Invested Amount. Subject to Section2.3(a), in the case of aNon-Delayed Funding Purchaser Group that is a Non-Conduit Purchaser, such Non-Conduit Purchaser hereby agrees, or, in the case ofa Non-Delayed Funding Purchaser Group that is a CP Conduit Purchaser Group, the CP Conduit in such CP Conduit Purchaser Group may agree, in its sole discretion, and the APA Banks in such CP Conduit PurchaserGroup hereby agree, to fund such portion of the Increase Amount with respect to the ClassA Notes on such Increase Date.

(g) Afterthe Non-Delayed Funding Purchaser Groups fund a Delayed Amount on any Increase Date in accordance with Section2.3(f), the Delayed Funding Purchaser Group in respect of such Delayed Amount will beobligated to fund the Delayed Funding Reimbursem*nt Amount with respect to such Delayed Amount on or before its Delayed Funding Date, irrespective of whether the Scheduled Expiry Date with respect to such Delayed Funding Purchaser Group shall haveoccurred on or prior to such Delayed Funding Date or ABRCF would be able to satisfy the conditions set forth in Section2.3(a) to an Increase with respect to the ClassA Notes in an amount equal to such Delayed Funding Reimbursem*nt Amounton such Delayed Funding Date. Such Delayed Funding Purchaser Group shall fund such Delayed Funding Reimbursem*nt Amount on such Delayed Funding Date by paying such amount to the Administrative Agent in immediately available funds, and theAdministrative Agent shall distribute such funds to each such Non-Delayed Funding Purchaser Group, pro rata based on the relative amount of such Delayed Amount funded by such Non-Delayed Funding Purchaser Group on such Increase Date pursuant to Section2.3(f).

Section2.4. Sales by CP Conduit Purchasers of ClassA Notes to APA Banks. Notwithstanding any limitation to the contrary containedherein, each CP Conduit Purchaser may, in its own discretion, at any time, sell or assign all or any portion of its interest in its ClassA Note to any Conduit Assignee or to the APA Banks with respect to such CP Conduit Purchaser pursuant to,and subject to the terms and conditions of, the Asset Purchase Agreement with respect to such CP Conduit Purchaser.

Section2.5.Procedure for Decreasing the Series 2010-6 Invested Amount; Optional Termination. (a)Subject to the following sentence, on any Business Day prior to the occurrence of an Amortization Event, upon thewritten request of ABRCF or the Administrator on behalf of ABRCF, the Series 2010-6 Invested Amount or during the Series 2010-6 Controlled Amortization Period theClassA Invested Amount only, may be reduced (a “Decrease”) by the Trustee’s withdrawing (as set forth in such request)(x) funds on deposit in the Series 2010-6 ExcessCollection Account on such Business Day in an amount not to exceed the amount of such funds on deposit therein on such Business Day (after giving effect to any application pursuant to clauses (i), (ii) and (iii)of Section3.2(f)) and/or(y)if such Business Day is during the Series 2010-6 Controlled Amortization Period, funds on deposit in the Series 2010-6 Collection Account on such Business Dayin an amount not to exceed the amount of such

funds on deposit therein on such Business Day that were allocated to the Series 2010-6 Notes pursuant to Section3.2(b)(ii) on or prior to suchBusiness Day which have not previously been withdrawn therefrom pursuant to either this clause (y)to make a Decrease or pursuant to Section3.5(a) to be paid to the holders of the Series 2010-6Notes, and, in each case, depositing such funds into the Series 2010-6 Distribution Account and distributing such funds to the Administrative Agent on such Business Day in accordance with Section3.5(b);provided that ABRCF shall have given the Administrative Agent and each Committed Note Purchaser (with a copy to the Trustee) irrevocable written notice (effective upon receipt) of the amount of such Decrease prior to 9:30 a.m. (NewYorkCity time) on the second Business Day prior to such Decrease; provided, further, that any such Decrease shall be in an amount equal to $10,000,000 and integral multiples of $500,000 in excess thereof (or if such Decrease will be usedto reduce one or more Non-Extending Purchaser Group’s Purchaser Group Invested Amounts, such Decrease may be in such amount as is necessary to reduce the Purchaser Group Invested Amounts of all such Non-Extending Purchaser Groups to zero). Notwithstanding the previous sentence, the ClassR Notes shall not be subject to a Decrease during the Series 2010-6 ControlledAmortization Period. Upon each Decrease, the Administrative Agent shall indicate in its records such Decrease, the Purchaser Group Invested Amount outstanding with respect to each Purchaser Group after giving effect to such Decrease and theClassR Invested Amount outstanding with respect to each Committed Note Purchaser after giving effect to such Decrease. Upon receipt of any notice required by Section2.5(a) from ABRCF, the Administrative Agent shall forward (by telecopyor electronic messaging system) a copy of such notice to each Non-Conduit Purchaser and the Funding Agent with respect to each CP Conduit Purchaser Group, no later than 1:00 p.m. (NewYork City time) onthe Business Day received.

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

(c) From and after the Optional Termination Date, the Series 2010-6 RapidAmortization Period shall commence for all purposes under this Supplement, the Base Indenture and the Related Documents.

(d) If there arePrincipal Collections on deposit in the Series 2010-6 Excess Collection Account on any Business Day on which the Purchaser Group Invested Amount with respect to anyNon-Extending Purchaser Group shall not have been reduced to zero and ABRCF would be permitted under the terms of Section2.5(a) to effect a Decrease with such funds, ABRCF shall request such a Decreasein accordance with Section2.5(a) on the earliest possible date.

Section2.6. Increases and Reductions of the Commitments;Extensions of the Commitments; Replacement of Purchaser Groups. (a)ABRCF may from time to time

request that any Purchaser Group agree to increase its Maximum Purchaser Group Invested Amount. An increase in such amount shall be effective hereunder if such Purchaser Group shall have agreedin its sole discretion to such increase. If any such Purchaser Group agrees to ABRCF’s proposed increase, the ClassR Maximum Invested Amount for each Committed Note Purchaser shall be automatically increased in an amount so that itmaintains its proportional share of the Series 2010-6 Maximum Invested Amount immediately prior to such increase. In addition to an increase to the ClassR Maximum Invested Amount pursuant to the previoussentence, the ClassR Maximum Invested Amount may be increased at any time with or without a corresponding increase to the Maximum Purchaser Group Invested Amount upon notice from ABRCF to the Committed Note Purchasers.

(b) If ABRCF desires to extend the Scheduled Expiry Date with respect to the Purchaser Groups, ABRCF shall notify the Administrative Agent andeach Committed Note Purchaser at least 60 days prior to such Scheduled Expiry Date of its desire to extend the Scheduled Expiry Date with respect to the Purchaser Groups, whereupon the Administrative Agent shall notify each Non-Conduit Purchaser and the Funding Agent with respect to each CP Conduit Purchaser Group of ABRCF’s desire to so extend the Scheduled Expiry Date. Each Non-ConduitPurchaser and each Funding Agent, on behalf of its CP Conduit Purchaser Group, shall notify the Administrative Agent and ABRCF in writing of whether its Related Purchaser Group agrees to an extension of the Scheduled Expiry Date with respect to suchPurchaser Group; provided that failure by a Non-Conduit Purchaser or a Funding Agent to respond to such request shall not be construed as a consent by such Purchaser Group to such extension. Thedecision to extend or not extend shall be made by each Purchaser Group in its sole discretion. In the event that any Purchaser Group desires to extend its Scheduled Expiry Date for an amount that is less than its Maximum Purchaser Group InvestedAmount prior to ABRCF’s request for an extension, ABRCF, in its sole discretion, may accept such extension; provided, however, that such Purchaser Group (x)shall be deemed to be aNon-Extending Purchaser Group for purposes of Section3.5 having a Purchaser Group Invested Amount equal to the excess of its Purchaser Group Invested Amount over a percentage of its Maximum PurchaserGroup Invested Amount that will be available after the extension of its Scheduled Expiry Date equal to the percentage equivalent of a fraction, the numerator of which is the sum of the Purchaser Group Invested Amounts with respect to all ExtendingPurchaser Groups, other than such Purchaser Group and any other Purchaser Group reducing its Maximum Purchaser Group Invested Amount, and the denominator of which is the sum of the Maximum Purchaser Group Invested Amounts of all Extending PurchaserGroups, other than such Purchaser Group and any other Purchaser Group reducing its Maximum Purchaser Group Invested Amount and (y)shall be deemed to bean Extending Purchaser Group with a Maximum Purchaser Group Invested Amount equal tothe portion of its Maximum Purchaser Group Invested Amount that will be available after the extension of its Scheduled Expiry Date. In connection with any request by ABRCF to extend the Scheduled Expiry Date pursuant to this Section2.6(b),ABRCF shall provide (i)to the Administrative Agent, who shall provide to each Purchaser Group, on or prior to the effective date of any such extension, a certificate of the principal financial officer of ABRCF to the effect set forth inSchedule 8.3(d) of the Base Indenture and (ii)notice to the Rating Agencies, Standard& Poor’s and Moody’s of its request to extend the Scheduled Expiry Date.

(c) On any Business Day during the Series 2010-6 Revolving Period, ABRCF may, upon two(2)Business Days’ prior written notice to the Administrative Agent (effective

upon receipt) (with copies to the Administrator and the Trustee) reduce the ClassA Maximum Invested Amount in an amount equal to $10,000,000 or a whole multiple of $1,000,000 in excessthereof; provided that no such termination or reduction shall be permitted if, after giving effect thereto and to any reduction in the ClassA Invested Amount on such date, the Purchaser Group Invested Amount with respect to anyPurchaser Group would exceed the Maximum Purchaser Group Invested Amount with respect to such Purchaser Group then in effect. Any reduction in the ClassA Maximum Invested Amount shall be made on a pro rata basis to the Maximum PurchaserGroup Invested Amounts with respect to the Purchaser Groups, based on the Maximum Purchaser Group Invested Amount with respect to each Purchaser Group. Once reduced, the Maximum Purchaser Group Invested Amounts may not be subsequently reinstatedwithout each such Purchaser Group’s prior written consent, which consent shall be granted or not in the sole discretion of such Purchaser Group.

(d) If, (w)after receiving a request for extension of its Scheduled Expiry Date from ABRCF pursuant to Section2.6(b), a Non-Conduit Purchaser Group or the Funding Agent with respect to a CP Conduit Purchaser Group notifies ABRCF in writing of its decision not to extend its Scheduled Expiry Date as requested or fails to respond toABRCF’s request within 30 days of its receipt of such request, (x)any Non-Conduit Purchaser Group or any CP Conduit Purchaser Group (or the Funding Agent with respect thereto, on behalf of such CPConduit Purchaser Group) (a “Non-Consenting Purchaser Group”) fails to give its consent for any amendment or waiver requiring the consent of 100% of the Series2010-6 Noteholders (or Purchaser Groups having Commitment Percentages aggregating 100%) or the consent of all affected Series 2010-6 Noteholders or Purchaser Groups (andsuch Purchaser Group is affected) and for which Holders of Series 2010-6 Notes representing at least a majority of the required voting percentage have consented, (y)after receiving a notice of Increasein accordance with Section2.3(a), any Purchaser Group fails to fund the full amount of its Commitment Percentage of the related Increase Amount on the Increase Date (a “Non-Funding PurchaserGroup”) or (z)any Affected Party with respect to any Non-Conduit Purchaser Group or any CP Conduit Purchaser Group (together with any Non-ExtendingPurchaser Group, Non-Consenting Purchaser Group or Non-Funding Purchaser Group, “Removed Purchaser Groups”) requests payment for any Article VII Costspayable under Section7.1(e), at the request of ABRCF such Non-Conduit Purchaser Group or such CP Conduit Purchaser Group shall on a Distribution Date thereafter selected by ABRCF (or such other date asmay be agreed by ABRCF, the Administrative Agent and such Non-Conduit Purchaser or the Funding Agent with respect to such CP Conduit Purchaser Group) assign all or any portion of their respective rights andobligations under this Supplement and the Series 2010-6 Notes pursuant to Section11.1 to a replacement Purchaser Group selected by ABRCF upon payment by the replacement Purchaser Group (or upon paymentby ABRCF as agreed to by ABRCF, the assignor and the assignee) of an amount equal to the sum of (i)the Purchaser Group Invested Amount with respect to such Removed Purchaser Group, and (ii)(A) if such Purchaser Group includes a Match FundingCP Conduit Purchaser, the sum of (x)all accrued and unpaid Discount on all outstanding Commercial Paper issued by, or for the benefit of, such Match Funding CP Conduit Purchaser to fund the CP Conduit Funded Amount with respect to such MatchFunding CP Conduit Purchaser from the issuance date(s) thereof to but excluding the date (the “Purchase Effective Date”) of the assignment to the replacement Purchaser Group and (y)the aggregate Discount to accrue on alloutstanding Commercial Paper issued by, or for the benefit of, such Match Funding CP Conduit Purchaser to fund the CP Conduit Funded Amount with respect to such Match Funding CP

Conduit Purchaser from and including the Purchase Effective Date to and excluding the maturity date of each CP Tranche with respect to such Match Funding CP Conduit Purchaser or (B)if suchRemoved Purchaser Group includes a Pooled Funding CP Conduit Purchaser, the sum of (x)the aggregate amount of accrued and unpaid Discount on or in respect of the Commercial Paper issued by, or for the benefit of, such Pooled Funding CP ConduitPurchaser allocated, in whole or in part, by the Funding Agent with respect to such Pooled Funding CP Conduit Purchaser, to fund the purchase or maintenance of the CP Conduit Funded Amount with respect to such Pooled Funding CP Conduit Purchaser asof the Purchase Effective Date and (y)the aggregate amount of Discount to accrue on or in respect of the Commercial Paper issued by, or for the benefit of, such Pooled Funding CP Conduit Purchaser allocated, in whole or in part, by the FundingAgent with respect to such Pooled Funding CP Conduit Purchaser, to fund the purchase or maintenance of the CP Conduit Funded Amount with respect to such Pooled Funding CP Conduit Purchaser from and including the Purchase Effective Date to andexcluding the maturity dates of such Commercial Paper, and (iii)(A) if such Removed Purchaser Group is a Non-Conduit Purchaser Group, all accrued and unpaid interest on the Purchaser Group InvestedAmount for such Non-Conduit Purchaser Group, calculated as the sum for each day from but excluding the last day of the Series 2010-6 Interest Period immediatelypreceding the Purchase Effective Date to but excluding the Purchase Effective Date of the product of (1)the Purchaser Group Invested Amount with respect to such Non-Conduit Purchaser on such day, times(2)the sum of the LIBO Rate with respect to each such day and the Program Fee Rate with respect to such Non-Conduit Purchaser Group divided by (3) 360, or (B)if such Removed Purchaser Group is a CPConduit Purchaser Group, the sum of (1)all accrued and unpaid interest on the APA Bank Funded Amount with respect to such Purchaser Group, calculated at the Alternate Base Rate or the applicable Adjusted LIBO Rate plus the Applicable Margin asof the Purchase Effective Date and (2)if such CP Conduit Purchaser Group includes a LIBOR Funding CP Conduit Purchaser, all accrued and unpaid interest on the CP Conduit Funded Amount for such LIBOR Funding CP Conduit Purchaser, calculated asthe sum for each day from but excluding the last day of the Series 2010-6 Interest Period immediately preceding the Purchase Effective Date to but excluding the Purchase Effective Date of the product of(x)the CP Conduit Funded Amount with respect to such LIBOR Funding CP Conduit Purchaser on each such day, times (y)the LIBO Rate with respect to each such day with respect to such CP Conduit Purchaser Group divided by (z) 360, and(iv)if such Removed Group is a CP Conduit Purchaser Group, for each day from but excluding the last day of the Series 2010-6 Interest Period immediately preceding the Purchase Effective Date to butexcluding the Purchase Effective Date, an amount equal to (x)the CP Conduit Funded Amount with respect to such Removed Purchaser Group on such day times (y)the Program Fee Rate divided by (z) 360, and (v)for each day from butexcluding the last day of the Series 2010-6 Interest Period immediately preceding the Purchase Effective Date to but excluding the Purchase Effective Date, an amount equal to (x)the excess, if any, ofthe Commitment Amount with respect to such Removed Purchaser Group over the Purchaser Group Invested Amount with respect to such Purchaser Group on such day times (y)the Commitment Fee Rate as of such date divided by (z) 360, and (vi)allArticle VII Costs then due and payable to such Removed Purchaser Group and (vii)without duplication, any other amounts then due and payable to such Removed Purchaser Group pursuant to this Supplement.

(e) ABRCF may at any time add as a ClassA Noteholder (A)one or more multi-seller commercial paper conduits as additional CPConduit Purchasers (each an “Additional CP Conduit Purchaser”) and one or more banks providing support to the Additional

CP Conduit Purchaser as APA Banks with respect to the Additional CP Conduit Purchaser (the “Related Additional APA Banks”) or (B)a financial institution or other entity(other than a commercial paper conduit) as an additional Non-Conduit Purchaser (an “Additional Non-Conduit Purchaser”), in each case with the priorwritten consent of the Administrative Agent (which consent shall not be unreasonably withheld), by providing at least ten Business Days written notice of (i)(A) the names of the Additional CP Conduit Purchasers, the Related Additional APABanks and the funding agent with respect to the Additional CP Conduit Purchasers and the Related Additional APA Banks (the “Additional Funding Agent”) or (B)the name of the AdditionalNon-Conduit Purchaser, as applicable, (ii)the date on which ABRCF desires to effect such addition (the “Purchaser Group Addition Date”), (iii) the proposed Maximum Purchaser GroupInvested Amount with respect to the Additional CP Conduit Purchasers and the Related Additional APA Banks or the Additional Non-Conduit Purchaser, as applicable, and (iv)the Commitment Percentage of eachPurchaser Group on the Purchaser Group Addition Date, after giving effect to the addition of the Additional CP Conduit Purchasers and the Related Additional APA Banks or the Additional Non-Conduit Purchaser,as applicable. On the Purchaser Group Addition Date, each Purchaser Group shall make an assignment and assumption to the Additional CP Conduit Purchasers, the Related Additional APA Banks and the Additional Funding Agent or the Additional Non-Conduit Purchaser, as applicable, pursuant to Section11.1, as directed by the Administrative Agent, with the result that after giving effect thereto, the Purchaser Group Invested Amount with respect toeach such Purchaser Group shall equal the product of (x)the ClassA Invested Amount on the Purchaser Group Addition Date and (y)the Commitment Percentage of such Purchaser Group on the Purchaser Group Addition Date, after givingeffect to the addition of the Additional CP Conduit Purchasers and the Related Additional APA Banks or the Additional Non-Conduit Purchaser, as applicable. No Purchaser Group shall be required to make anyassignment unless such assigning Purchaser Group shall receive in cash an amount equal to the reduction in its ClassA Invested Amount.

Section2.7. Interest; Fees. (a)Interest shall be payable on the Series 2010-6 Notes oneach Distribution Date pursuant to Section3.3.

(b) On any Business Day, ABRCF may, subject to Section2.7(c), elect toallocate all or any portion of the Available CP Funding Amount with respect to any Match Funding CP Conduit Purchaser, to one or more CP Tranches with CP Rate Periods commencing on such Business Day by giving the Administrative Agent and the FundingAgent with respect to such Match Funding CP Conduit Purchaser irrevocable written or telephonic (confirmed in writing) notice thereof, which notice must be received by such Funding Agent prior to 3:00 p.m. (NewYork City time) on the secondBusiness Day prior to such Business Day. Such notice shall specify (i)the applicable Business Day, (ii)the CP Rate Period for each CP Tranche to which a portion of the Available CP Funding Amount with respect to such CP Conduit PurchaserGroup is to be allocated and (iii)the portion of such Available CP Funding Amount being allocated to each such CP Tranche. On any Business Day, ABRCF may, subject to Sections 2.7(c) and 7.4, elect to allocate all or any portion of theAvailable APA Bank Funding Amount with respect to any CP Conduit Purchaser Group to one or more Eurodollar Tranches with Eurodollar Periods commencing on such Business Day by giving the Administrative Agent and the Funding Agent with respect to suchCP Conduit Purchaser Group irrevocable written or telephonic (confirmed in writing) notice thereof, which notice must be received by such Funding Agent prior to 1:00 p.m. (NewYork City time) three Business Days prior to such Business Day. Suchnotice shall specify

(i) the applicable Business Day, (ii)the Eurodollar Period for each Eurodollar Tranche to which a portion of the Available APA Bank Funding Amount with respect to such CP Conduit PurchaserGroup is to be allocated and (iii)the portion of such Available APA Bank Funding Amount being allocated to each such Eurodollar Tranche. Upon receipt of any such notice, the Funding Agent with respect to a CP Conduit Purchaser Group shallnotify the CP Conduit Purchaser and the APA Bank with respect to such CP Conduit Purchaser Group of the contents of such notice promptly upon receipt thereof.

(c) Notwithstanding anything to the contrary contained in this Section2.7, (i)(A) each Match Funding CP Conduit Purchaser shallapprove the length of each CP Rate Period and the portion of the Available CP Funding Amount with respect to such Match Funding CP Conduit Purchaser allocated to such CP Rate Period, (B)such Match Funding CP Conduit Purchaser may select, inits sole discretion, any new CP Rate Period if (x)ABRCF does not provide notice of a new CP Rate Period on a timely basis or (y)the Funding Agent with respect to such Match Funding CP Conduit Purchaser, on behalf of such Match Funding CPConduit Purchaser, determines, in its sole discretion, that the CP Rate Period requested by ABRCF is unavailable or for any reason commercially undesirable and (C)the portion of the Available CP Funding Amount with respect to such MatchFunding CP Conduit Purchaser allocable to each CP Tranche must be in an amount equal to $1,000,000 or an integral multiple of $100,000 in excess thereof and (ii)(A) the portion of the Available APA Bank Funding Amount with respect to any CPConduit Purchaser Group allocable to each Eurodollar Tranche must be in an amount equal to $100,000 or an integral multiple of $100,000 in excess thereof, (B)no more than 7 Eurodollar Tranches with respect to such CP Conduit Purchaser Groupshall be outstanding at any one time, (C)after the occurrence and during the continuance of any Amortization Event or Potential Amortization Event, ABRCF may not elect to allocate any portion of the Available APA Bank Funding Amount withrespect to any CP Conduit Purchaser Group to a Eurodollar Tranche and (D)during the Series 2010-6 Controlled Amortization Period or the Series 2010-6 RapidAmortization Period, ABRCF may not select any Eurodollar Period that does not end on or prior to the next succeeding Distribution Date.

(d) On any Business Day, a Match Funding CP Conduit Purchaser may elect that ABRCF no longer be permitted to select CP Tranches in accordancewith Sections 2.7(b) and (c)in respect of the CP Conduit Funded Amount with respect to such CP Conduit Purchaser by giving ABRCF and the Administrative Agent irrevocable written notice thereof, which notice must be received by ABRCF and theAdministrative Agent at least one Business Day prior to such Business Day. On any Business Day, a Pooled Funding CP Conduit Purchaser may with the prior written consent of the Administrator (which consent shall not be unreasonably withheld) electthereafter to allow ABRCF to select CP Tranches in accordance with Sections 2.7(b) and (c)in respect of the CP Conduit Funded Amount with respect to such CP Conduit Purchaser by giving ABRCF and the Administrative Agent irrevocable writtennotice thereof, which notice and consent must be received by ABRCF and the Administrative Agent at least one Business Day prior to such election. Any CP Conduit Purchaser making an election to change the manner in which its funding costs in respectof its ClassA Note are allocated in accordance with this Section2.7(d) will be both a Match Funding CP Conduit Purchaser and a Pooled Funding CP Conduit Purchaser during the period that its ClassA Note is funded on both a“pooled” and “match funded” basis and its Monthly Funding Costs during that period will be calculated accordingly.

(e) ABRCF shall pay with funds available pursuant to Section3.3(a) to theAdministrative Agent, for the account of each Purchaser Group, on each Distribution Date, a commitment fee with respect to the Series 2010-6 Interest Period ending on the day preceding such Distribution Date(the “Commitment Fee”) during the period from the Series 2010-6 Closing Date to and including the Expiry Date with respect to such Purchaser Group equal to the product of (x)theCommitment Fee Rate with respect to such Purchaser Group as of the last day of such Series 2010-6 Interest Period and (y)the excess of (i)the average daily Commitment Amount with respect to suchPurchaser Group during such Series 2010-6 Interest Period over (ii)the average daily Purchaser Group Invested Amount with respect to such Purchaser Group during such Series2010-6 Interest Period. The Commitment Fees shall be payable monthly in arrears on each Distribution Date and shall be considered interest on the Series 2010-6 Notes forpurposes of calculating the Accrued Amounts with respect to the Series 2010-6 Notes.

(f) ABRCFshall pay with funds available pursuant to Section3.3(g) to the Administrative Agent, for the account of each Purchaser Group, on each Distribution Date, the Contingent Monthly Funding Costs with respect to each Purchaser Group for the relatedSeries 2010-6 Interest Period. The Contingent Monthly Funding Costs shall be payable monthly in arrears on each Distribution Date.

(g) With respect to the ClassA Notes, calculations of per annum rates under this Supplement shall be made on the basis of a 360- (or 365-/366- in the case of interest on the Floating Tranche based on the Prime Rate) day year. With respect to the ClassRNotes, calculations of per annum rates under this Supplement shall be made on the basis of a 360-day year consisting of twelve 30-day months. Calculations of CommitmentFees shall be made on the basis of a 360-day year. Each determination of the Adjusted LIBO Rate or LIBO Rate by the Administrative Agent or by any Non-Conduit Purchasershall be conclusive and binding upon each of the parties hereto in the absence of manifest error.

(h) On any date prior to the occurrenceof an Amortization Event on which more than 50% of the ClassA Invested Amount as of such date is funded by one or more APA Banks, each Non-Conduit Purchaser may elect, in its sole discretion, bydelivering written notice to ABRCF, the Administrator and the Administrative Agent (a “Pricing Increase Notice”), to have the Monthly Funding Costs with respect to such Non-Conduit Purchasercalculated for each day of a Series 2010-6 Interest Period that more than 50% of the ClassA Invested Amount is funded by one or more APA Banks at a rate per annum equal to the sum of (A)the LIBORate with respect to such day and (B)the Applicable Margin with respect to any Eurodollar Tranche on such day (rather than the LIBO Rate with respect to such day and the Program Fee Rate on such day). At any time following delivery of aPricing Increase Notice by a Non-Conduit Purchaser, such Non-Conduit Purchaser may, in its sole discretion, rescind such election by delivering written notice thereof toABRCF and the Administrative Agent (a “Pricing Increase Rescission”).

Section2.8. Indemnification by ABRCF. ABRCfa*grees to indemnify and hold harmless the Trustee, the Administrative Agent, each Funding Agent, each CP Conduit Purchaser, each APA Bank, each Non-Conduit Purchaser and each of their respective officers,directors, agents and employees (each, a “Company indemnified person”) from and against any loss, liability, expense, damage or injury suffered or sustained by (a “Claim”) such Company

indemnified person by reason of (i)any acts, omissions or alleged acts or omissions arising out of, or relating to, activities of ABRCF pursuant to the Indenture or the other RelatedDocuments to which it is a party, (ii)a breach of any representation or warranty made or deemed made by ABRCF (or any of its officers) in the Indenture or other Related Document or (iii)a failure by ABRCF to comply with any applicablelaw or regulation or to perform its covenants, agreements, duties or obligations required to be performed or observed by it in accordance with the provisions of the Indenture or the other Related Documents, including, but not limited to, anyjudgment, award, settlement, reasonable attorneys’ fees and other reasonable costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim, except to the extent such loss, liability, expense,damage or injury resulted from the gross negligence, bad faith or willful misconduct of such Company indemnified person or its officers, directors, agents, principals, employees or employers or includes any Excluded Taxes; provided that anypayments made by ABRCF pursuant to this Section2.8 shall be made solely from funds available pursuant to Section3.3(e), shall be non-recourse other than with respect to such funds, and shall notconstitute a claim against ABRCF to the extent that such funds are insufficient to make such payment.

Section2.9. Funding Agents.(a)The Funding Agent with respect to each CP Conduit Purchaser Group is hereby authorized to record on each Business Day the CP Conduit Funded Amount with respect to such CP Conduit Purchaser Group and the aggregate amount of Discount accruingwith respect thereto on such Business Day and the APA Bank Funded Amount with respect to such CP Conduit Purchaser Group and the amount of interest accruing with respect thereto on such Business Day and, based on such recordations, to determine theMonthly Funding Costs with respect to each Series 2010-6 Interest Period and such CP Conduit Purchaser Group. Any such recordation by a Funding Agent, absent manifest error, shall constitute prima facieevidence of the accuracy of the information so recorded. Furthermore, the Funding Agent with respect to each CP Conduit Purchaser Group will maintain records sufficient to identify the percentage interest of the related CP Conduit Purchasers andeach APA Bank with respect to such CP Conduit Purchaser Group holding an interest in the Series 2010-6 Note registered in the name of such Funding Agent and any amounts owing thereunder.

(b) Upon receipt of funds from the Administrative Agent on each Distribution Date and the date of any Decrease, each Funding Agent shall paysuch funds to the related CP Conduit Purchasers and/or the related APA Bank owed such funds in accordance with the recordations maintained by it in accordance with Section2.9(a) and the Asset Purchase Agreement with respect to such CP ConduitPurchaser. If a Funding Agent shall have paid to any CP Conduit Purchaser or APA Bank any funds that (i)must be returned for any reason (including bankruptcy) or (ii)exceeds that which such CP Conduit Purchaser or APA Bank was entitledto receive, such amount shall be promptly repaid to such Funding Agent by such CP Conduit Purchaser or APA Bank.

(c) Each Funding Agenthereby notifies ABRCF that: (i)such Funding Agent and/or its affiliates may from time to time purchase, hold or sell, as principal and/or agent, Commercial Paper issued by the CP Conduit Purchasers for which it acts as Funding Agent;(ii)such Funding Agent and/or its affiliates act as administrative agent for the related CP Conduit Purchasers, and as administrative agent such Funding Agent manages such CP Conduit Purchasers’ issuance of Commercial Paper, including theselection of amount and tenor of

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

ARTICLE III

SERIES 2010-6 ALLOCATIONS

With respect to the Series 2010-6 Notes,the following shall apply:

Section3.1. Establishment of Series 2010-6 Collection Account,Series 2010-6 Excess Collection Account and Series 2010-6 Accrued Interest Account. (a) All Collections allocable to the Series2010-6 Notes shall be allocated to the Collection Account.

(b) The Trustee will create threeadministrative subaccounts within the Collection Account for the benefit of the Series 2010-6 Noteholders: the Series 2010-6 Collection Account (such sub-account, the “Series 2010-6 Collection Account”), the Series 2010-6 Excess Collection Account (such sub-account, the “Series 2010-6 Excess Collection Account”) and the Series 2010-6 Accrued Interest Account (such sub-account, the “Series 2010-6 Accrued Interest Account”).

(c) With respect to all Accounts created pursuant to this Supplement, the Trustee represents on the date hereof that it has an office in theUnited States which is not intended to be merely temporary and meets the description set forth in the second sentence of Article 4(1) of the Hague Convention on the Law Applicable to Certain Rights in Respect of Securities Held with an Intermediary,concluded 5July 2006. The Law in force in the State of New York is applicable to all issues specified in Article 2(1) of the Hague Convention on the Law Applicable to Certain Rights in Respect of Securities Held with an Intermediary, concluded5July 2006.

Section3.2. Allocations with Respect to the Series2010-6 Notes. The net proceeds from the initial sale of the Series 2010-6 Notes and any Increase will be deposited into the Collection Account. On each Business Day onwhich Collections are deposited into the Collection Account (each such date, a “Series 2010-6 Deposit Date”), the Administrator will direct the Trustee in writing pursuant to theAdministration Agreement to allocate all amounts deposited into the Collection Account in accordance with the provisions of this Section3.2:

(a) Allocations of Collections During the Series 2010-6 Revolving Period. Duringthe Series 2010-6 Revolving Period, the Administrator will direct the Trustee in writing pursuant to the Administration Agreement to allocate on each day, prior to 11:00 a.m. (NewYork City time) on eachSeries 2010-6 Deposit Date, all amounts deposited into the Collection Account as set forth below:

(i) allocate to the Series 2010-6 Collection Account an amount equal to the sum of(A)the Series 2010-6 Invested Percentage (as of such day) of the aggregate amount of Interest Collections on such day and (B)any Series 2010-6 Interest RateCap Proceeds received by the Trustee on such day. All such amounts allocated to the Series 2010-6 Collection Account shall be further allocated to the Series 2010-6Accrued Interest Account; and

(ii) allocate to the Series 2010-6 Excess CollectionAccount the sum of (A)the Series 2010-6 Invested Percentage (as of such day) of the aggregate amount of Principal Collections on such day (for any such day, the “Series 2010-6 Principal Allocation”) and (B)the proceeds from the initial issuance of the Series 2010-6 Notes and from any Increase; provided, however,if a Waiver Event shall have occurred, then such allocation shall be modified as provided in Article V.

(b) Allocationsof Collections During the Series 2010-6 Controlled Amortization Period. With respect to the Series 2010-6 Controlled Amortization Period, the Administrator willdirect the Trustee in writing pursuant to the Administration Agreement to allocate, prior to 11:00 a.m. (New York City time) on any Series 2010-6 Deposit Date, all amounts deposited into the Collection Accountas set forth below:

(i) allocate to the Series 2010-6 Collection Account an amountdetermined as set forth in Section3.2(a)(i) above for such day, which amount shall be further allocated to the Series 2010-6 Accrued Interest Account; and

(ii) allocate to the Series 2010-6 Collection Account an amount equal to the Series 2010-6 Principal Allocation for such day, which amount shall be used to make principal payments in respect of the Series 2010-6 Notes (A)in accordance withSection3.5, (1) first, in respect of the ClassA Notes in an amount equal to the ClassA Controlled Distribution Amount with respect to the Related Month and (2)second, in respect of the ClassR Notes, in an amount equalto the ClassR Controlled Distribution Amount with respect to the Related Month or (B)to make a Decrease; provided, however, that if the Monthly Total Principal Allocation for any Related Month exceeds the Series 2010-6 Controlled Distribution Amount with respect to the Related Month, then the amount of such excess shall be allocated to the Series 2010-6 Excess Collection Account; andprovided, further, that if a Waiver Event shall have occurred, then such allocation shall be modified as provided in ArticleV.

(c) Allocations of Collections During the Series 2010-6 Rapid Amortization Period. With respect to the Series 2010-6 Rapid Amortization Period, other than after the occurrence of an Event of Bankruptcy with respect toABCR, any other Lessee or any Permitted Sublessee (other than a third-party Permitted Sublessee), the Administrator will direct the Trustee in writing pursuant to the Administration Agreement to allocate, prior to 11:00 a.m. (New York City time) onany Series 2010-6 Deposit Date, all amounts deposited into the Collection Account as set forth below:

(i) allocate to the Series 2010-6 Collection Account an amount determined as set forthin Section3.2(a)(i) above for such day, which amount shall be further allocated to the Series 2010-6 Accrued Interest Account; and

(ii) allocate to the Series 2010-6 Collection Account an amount equal to the Series 2010-6 Principal Allocation for such day, which amount shall be used to make principal payments in respect of the ClassA Notes until the ClassA Invested Amount is paid in full, and then to make principalpayments in respect of the ClassR Notes until the ClassR Invested Amount is paid in full; provided that if on any Determination Date (A)the Administrator determines that the amount anticipated to be available from InterestCollections allocable to the Series 2010-6 Notes, Series 2010-6 Interest Rate Cap Proceeds and other amounts available pursuant to Section3.3 to pay ClassASenior Monthly Interest and the Commitment Fees on the next succeeding Distribution Date will be less than the ClassA Senior Monthly Interest and Commitment Fees for the Series 2010-6 Interest Periodending on the day preceding such Distribution Date and (B)the Series 2010-6 Enhancement Amount is greater than zero, then the Administrator shall direct the Trustee in writing to reallocate a portion ofthe Principal Collections allocated to the Series 2010-6 Notes during the Related Month equal to the lesser of such insufficiency and the Series 2010-6 EnhancementAmount to the Series 2010-6 Accrued Interest Account to be treated as Interest Collections on such Distribution Date; provided further that if, after giving effect to any allocation on suchSeries 2010-6 Deposit Date, the Monthly Total Principal Allocation for the Related Month would exceed the sum of (x)the Series 2010-6 Invested Amount on such dateand (y)any insufficiency described in the preceding proviso, then such excess shall be allocated to the Series 2010-6 Reserve Account.

(d) Allocations of Collections after the Occurrence of an Event of Bankruptcy. After the occurrence of an Event ofBankruptcy with respect to ABCR, any other Lessee or any Permitted Sublessee (other than a third-party Permitted Sublessee), the Administrator will direct the Trustee in writing pursuant to the Administration Agreement to allocate, prior to 11:00a.m. (New York City time) on any Series 2010-6 Deposit Date, all amounts deposited into the Collection Account as set forth below:

(i) allocate to the Series 2010-6Collection Account an amount equal to the sum of (A)the Series 2010-6 AESOP I Operating Lease Vehicle Percentage as of the date of the occurrence of such Event of Bankruptcy of the aggregate amount ofInterest Collections made under the AESOP I Operating Lease Loan Agreement, (B)the Series 2010-6 VFN Percentage of the aggregate amount of Interest Collections made under the AESOP II Loan Agreement and(C)any Series 2010-6 Interest Rate Cap Proceeds received by the Trustee on such day. All such amounts allocated to the Series 2010-6 Collection Account shall befurther allocated to the Series 2010-6 Accrued Interest Account; and

(ii) allocateto the Series 2010-6 Collection Account an amount equal to the sum of (A)the Series 2010-6 AESOP I Operating Lease Vehicle Percentage as of the date of theoccurrence of such Event of Bankruptcy of the aggregate amount of Principal Collections made under the AESOP I Operating Lease Loan Agreement and (B)the Series 2010-6 VFN Percentage of the aggregateamount of Principal Collections made under the AESOP II Loan Agreement, which amount shall be used to make principal payments in respect of the ClassA Notes until the ClassA Invested Amount is paid in full, and after the ClassANotes have been paid in full shall be used to make principal payments in respect of the ClassR Notes until the ClassR Invested Amount is paid in full; provided that if on any Determination Date (A)the Administratordetermines that the amount anticipated to be available from Interest Collections allocable to the Series 2010-6 Notes, Series 2010-6 Interest Rate Cap Proceeds and otheramounts available pursuant to Section3.3 to pay ClassA Senior Monthly Interest and the Commitment Fees on the next succeeding Distribution Date will be less than the ClassA Senior Monthly Interest and Commitment Fees for the Series2010-6 Interest Period ending on the day preceding such Distribution Date and (B)the Series 2010-6 Enhancement Amount is greater than zero, then the Administratorshall direct the Trustee in writing to reallocate a portion of the Principal Collections allocated to the Series 2010-6 Notes during the Related Month equal to the lesser of such insufficiency and the Series 2010-6 Enhancement Amount to the Series 2010-6 Accrued Interest Account to be treated as Interest Collections on such Distribution Date; provided further thatif, after giving effect to any allocation on such Series 2010-6 Deposit Date, the Monthly Total Principal Allocation for the Related Month would exceed the sum of (x)the Series 2010-6 Invested Amount on such date and (y)any insufficiency described in the preceding proviso, then such excess shall be allocated to the Series 2010-6 ReserveAccount.

(e) Allocations From Other Series. Amounts allocated to other Series of Notes that have been reallocatedby ABRCF to the Series 2010-6 Notes (i)during the Series 2010-6 Revolving Period shall be allocated to the Series 2010-6Excess Collection Account and applied in accordance with Section3.2(e) and (ii)during the Series 2010-6 Controlled Amortization Period or the Series 2010-6Rapid Amortization Period shall be allocated to the Series 2010-6 Collection Account and applied in accordance with Section3.2(b)(ii), 3.2(c)(ii) or 3.2(d)(ii), as the case may be, to make principalpayments in respect of the Series 2010-6 Notes or to be allocated to the Series 2010-6 Reserve Account.

(f) Series 2010-6 ExcessCollection Account. Amounts allocated to the Series 2010-6 Excess Collection Account on any Series 2010-6 Deposit Date will be (i)first, used to reduce thePurchaser Group Invested Amount with respect to any Non-Extending Purchaser Group to the extent required pursuant to Section2.5(d), (ii) second, deposited in the Series2010-6 Reserve Account in an amount up to the excess, if any, of the Series 2010-6 Required Reserve Account Amount for such date, after giving effect to any Increase orDecrease on such date, over the Series 2010-6 Available Reserve Account Amount for such date, (iii)third, to the extent directed by ABRCF used to pay the principal amount of other Series of Notes thatare then required to be paid, (iv)fourth, to the extent directed in writing by the Administrator, used to make a voluntary Decrease in the Series 2010-6 Invested Amount, (v)fifth, to the extentdirected in writing by the Administrator used to make a voluntary decrease in the Invested Amount of any other Series of Notes that may be reduced in accordance with the Indenture, (vi)sixth, released to AESOP Leasing in an amount equal to(A)the Loan Agreement’s Share with respect to the AESOP I Operating Lease Loan Agreement as of such date times (B) 100% minus the Loan Payment Allocation Percentage with respect to the AESOP I Operating Lease Loan Agreement as of suchdate times (C)the amount of any remaining funds and (vii)seventh, paid to ABRCF for any use permitted under the Related Documents, including to make Loans under the Loan Agreements to the extent the Borrowers have requested Loansthereunder and Eligible Vehicles are available for financing thereunder; provided, in the case of clauses (v), (vi) and (vii), that no AESOP I Operating Lease Vehicle Deficiency would result therefrom or exist immediately thereafter. Upon theoccurrence of an Amortization Event, funds on deposit in the Series 2010-6 Excess Collection Account will be withdrawn by the Trustee, deposited in the Series 2010-6Collection Account and allocated as Principal Collections to reduce the Series 2010-6 Invested Amount on the immediately succeeding Distribution Date or to be allocated to the Series 2010-6 Reserve Account.

(g) Past Due Rental Payments. NotwithstandingSection3.2(a), if after the occurrence of a Series 2010-6 Lease Payment Deficit, the Lessees shall make payments of Monthly Base Rent or other amounts payable by the Lessees under the Leases on or priorto the fifth Business Day after the occurrence of such Series 2010-6 Lease Payment Deficit (a “Past Due Rent Payment”), the Administrator shall direct the Trustee in writing pursuant to theAdministration Agreement to allocate to the Series 2010-6 Collection Account an amount equal to the Series 2010-6 Invested Percentage as of the date of the occurrence ofsuch Series 2010-6 Lease Payment Deficit of the Collections attributable to such Past Due Rent Payment (the “Series 2010-6 Past Due Rent Payment”). TheAdministrator shall instruct the Trustee in writing pursuant to the Administration Agreement to withdraw from the Series 2010-6 Collection Account and apply the Series2010-6 Past Due Rent Payment in the following order:

(i) if the occurrence of suchSeries 2010-6 Lease Payment Deficit resulted in a withdrawal being made from the Series 2010-6 Reserve Account pursuant to Section3.3(b), deposit in the Series 2010-6 Reserve Account an amount equal to the lesser of (x)the Series 2010-6 Past Due Rent Payment and (y)the excess, if any, of the Series 2010-6 Required Reserve Account Amount over the Series 2010-6 Available Reserve Account Amount on such day;

(ii) if the occurrence of the related Series2010-6 Lease Payment Deficit resulted in one or more Lease Deficit Disbursem*nts being made under the Multi-Series Letters of Credit, pay to each Multi-Series Letter of Credit Provider who made such a LeaseDeficit Disbursem*nt for application in accordance with the provisions of the applicable Series 2010-6 Reimbursem*nt Agreement an amount equal to the lesser of (x)the unreimbursed amount of suchMulti-Series Letter of Credit Provider’s Lease Deficit Disbursem*nt and (y)such Multi-Series Letter of Credit Provider’s pro rata share, calculated on the basis of the unreimbursed amount of each Multi-Series Letter of CreditProvider’s Lease Deficit Disbursem*nt, of the amount of the Series 2010-6 Past Due Rent Payment remaining after payment pursuant to clause (i)above;

(iii) if the occurrence of such Series 2010-6 Lease Payment Deficit resulted in awithdrawal being made from the Series 2010-6 Cash Collateral Account, deposit in the Series 2010-6 Cash Collateral Account an amount equal to the lesser of (x)theamount of the Series 2010-6 Past Due Rent Payment remaining after any payment pursuant to clauses (i)and (ii) above and (y)the amount withdrawn from the Series2010-6 Cash Collateral Account on account of such Series 2010-6 Lease Payment Deficit;

(iv) allocate to the Series 2010-6 Accrued Interest Account the amount, if any, bywhich the Series 2010-6 Lease Interest Payment Deficit, if any, relating to such Series 2010-6 Lease Payment Deficit exceeds the amount of the Series 2010-6 Past Due Rent Payment applied pursuant to clauses (i), (ii) and (iii)above; and

(v) treat the remaining amount of the Series 2010-6 Past Due Rent Payment as PrincipalCollections allocated to the Series 2010-6 Notes in accordance with Section3.2(a)(ii), 3.2(b)(ii) or 3.2(c)(ii), as the case may be.

Section3.3. Payments to Noteholders. The Funding Agent with respect to each CP Conduit Purchaser Group and each Non-Conduit Purchaser shall provide written notice to the Administrative Agent (x)no later than two Business Days prior to each Determination Date, setting forth the Monthly Funding Costs with respect to itsRelated Purchaser Group with respect to the portion of the current Series 2010-6 Interest Period ending on such Business Day and a reasonable estimation of the Monthly Funding Costs with respect to suchPurchaser Group for the remainder of such Series 2010-6 Interest Period and (y)within three Business Days after the end of each calendar month, setting forth the Monthly Funding Costs (calculated as ifsuch calendar month was a Series 2010-6 Interest Period) with respect to such Purchaser Group for such calendar month. The Administrative Agent shall, within two Business Days following its receipt of suchinformation from each Funding Agent and each Non-Conduit Purchaser, compile the information provided in such written notice pursuant to (x)or (y) above, as applicable, into one written notice for allPurchaser Groups and forward such notice to the Administrator. The Administrator shall determine the Senior Monthly Funding Costs, the Contingent Monthly Funding Costs and the ClassA Senior Note Rate based on the information provided by theFunding Agents and the Non-Conduit Purchasers. If the actual amount of the Monthly Funding Costs with respect to any Purchaser Group for a Series 2010-6 Interest Periodis less than or

greater than the amount thereof estimated by the Funding Agent or the Non-Conduit Purchaser with respect to its Related Purchaser Group on a DeterminationDate, such Funding Agent or Non-Conduit Purchaser shall notify the Administrator and the Administrative Agent thereof on the next succeeding Determination Date and the Administrator will reduce or increase theMonthly Funding Costs with respect to such Purchaser Group for the next succeeding Series 2010-6 Interest Period accordingly. The Administrator shall determine the Senior Monthly Funding Costs, the ContingentMonthly Funding Costs and the ClassA Senior Note Rate for the last Series 2010-6 Interest Period on the Determination Date immediately preceding the final Distribution Date based on the informationprovided by the Funding Agents and the Non-Conduit Purchasers. If a Funding Agent or Non-Conduit Purchaser determines that the actual Monthly Funding Costs with respectto its Related Purchaser Group for the last Series 2010-6 Interest Period will be more or less than the estimate thereof provided to the Administrator and informs the Administrator of such variance prior tothe Distribution Date for such Series 2010-6 Interest Period, the Administrator will recalculate the Senior Monthly Funding Costs, the Contingent Monthly Funding Costs and the ClassA Senior Note Ratewith respect to such Purchaser Group for such Series 2010-6 Interest Period. On each Determination Date, as provided below, the Administrator shall instruct the Paying Agent in writing pursuant to theAdministration 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 toSection3.3(a) below in respect of all funds available from Series 2010-6 Interest Rate Cap Proceeds and Interest Collections processed since the preceding Distribution Date and allocated to the holdersof the Series 2010-6 Notes.

(a) Class A Senior Note Interest and CommitmentFees with respect to the ClassA 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 andpaid pursuant to Section3.4 from the Series 2010-6 Accrued Interest Account to the extent funds are anticipated to be available from Interest Collections allocable to the Series 2010-6 Notes and the Series 2010-6 Interest Rate Cap Proceeds processed from, but not including, the preceding Distribution Date through the succeeding Distribution Date inrespect of (x)first, an amount equal to the ClassA Senior Monthly Interest for the Series 2010-6 Interest Period ending on the day preceding the related Distribution Date, (y)second, anamount equal to the Commitment Fees for each Purchaser Group for the Series 2010-6 Interest Period ending on the day preceding the related Distribution Date, and (z)third, an amount equal to the amountof any unpaid ClassA Senior Monthly Interest Shortfall as of the preceding Distribution Date (together with any accrued interest on such ClassA Senior Monthly Interest Shortfall). On the following Distribution Date, the Trustee shallwithdraw the amounts described in the first sentence of this Section3.3(a)from the Series 2010-6 Accrued Interest Account and deposit such amounts in the Series2010-6 Distribution Account.

(b) Withdrawals from Series 2010-6 Reserve Account. If the Administrator determines on any Distribution Date that the amounts available from the Series 2010-6 Accrued Interest Account areinsufficient to pay the sum of the amounts described in clauses (x), (y) and (z)of Section3.3(a) above on such Distribution Date, the Administrator shall instruct the Trustee in writing to withdraw from the Series 2010-6 Reserve Account and deposit in the Series 2010-6 Distribution Account on such Distribution Date an amount equal to the lesser of the Series 2010-6 Available Reserve Account Amount and such insufficiency. The Trustee shall withdraw such amount from the Series 2010-6 Reserve Account and deposit such amount in theSeries 2010-6 Distribution Account.

(c) Lease Payment Deficit Notice. On or before 10:00 a.m.(NewYork City time) on each Distribution Date, the Administrator shall notify the Trustee of the amount of any Series 2010-6 Lease Payment Deficit, such notification to be in the form of Exhibit F(each a “Lease Payment Deficit Notice”).

(d) Draws on Multi-Series Letters of Credit For Series 2010-6 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 2010-6 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, ifany, and, the Trustee shall, by 5:00 p.m. (NewYork City time) on such Business Day draw an amount (identified by the Administrator) equal to the least of (i)such Series 2010-6 Lease InterestPayment Deficit, (ii)the excess, if any, of the sum of the amounts described in clauses (x), (y) and (z)of Section3.3(a) above for such Distribution Date over the amounts available from the Series2010-6 Accrued Interest Account on such Distribution Date plus the amount withdrawn from the Series 2010-6 Reserve Account pursuant to Section3.3(b) and(iii)the Series 2010-6 Allocated Multi-Series Letter of Credit Liquidity Amount on the Multi-Series Letters of Credit by presenting to each Multi-Series Letter of Credit Provider a Certificate of LeaseDeficit Demand and shall cause the Lease Deficit Disbursem*nts to be deposited in the Series 2010-6 Distribution Account on such Distribution Date for distribution in accordance with Section3.4;provided, however, that if the Series 2010-6 Cash Collateral Account has been established and funded, the Trustee shall withdraw from the Series 2010-6Cash Collateral Account and deposit in the Series 2010-6 Distribution Account an amount equal to the lesser of (x)the Series 2010-6 Cash Collateral Percentage onsuch date of the least of the amounts described in clauses (i), (ii) and (iii)above and (y)the Series 2010-6 Available Cash Collateral Account Amount on such date and draw an amount equal to theremainder of such amount on the Multi-Series Letters of Credit.

(e) Balance. On or prior to the second Business Daypreceding 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 Section3.3(a)), if any, of theamounts available from the Series 2010-6 Accrued Interest Account as follows:

(i)on each Distribution Date during the Series 2010-6 Revolving Period or the Series 2010-6 Controlled Amortization Period, (1)first, to the Series 2010-6 Reserve Account, an amount equal to the sum of (x)the aggregate Contingent Monthly Funding Costs with respect to all Purchaser Groups for the Series 2010-6Interest Period ended on the day preceding such Distribution Date and (y)any Contingent Monthly Funding Costs Shortfall as of the immediately preceding Distribution Date (together with accrued interest thereon), (2) second,

to the Administrator, an amount equal to the Series 2010-6 Percentage as of the beginning of such Series 2010-6Interest Period of the portion of the Monthly Administration Fee payable by ABRCF (as specified in clause (iii)of the definition thereof) for such Series 2010-6 Interest Period, (3)third, to theTrustee, an amount equal to the Series 2010-6 Percentage as of the beginning of such Series 2010-6 Interest Period of the Trustee’s fees for such Series 2010-6 Interest Period, (4)fourth, to the Series 2010-6 Distribution Account to pay any Article VII Costs, (5)fifth, to pay any Carrying Charges (other thanCarrying Charges provided for above) to the Persons to whom such amounts are owed, an amount equal to the Series 2010-6 Percentage as of the beginning of such Series2010-6 Interest Period of such Carrying Charges (other than Carrying Charges provided for above) for such Series 2010-6 Interest Period, (6)sixth, to the Series 2010-6 Reserve Account, an amount equal to the sum of (x)the ClassR Monthly Interest with respect to the Series 2010-6 Interest Period ended on the day precedingsuch Distribution Date and (y)the ClassR Monthly Interest Shortfall as of the immediately preceding Distribution Date, and (7)seventh, the balance, if any (“Excess Collections”), shall be withdrawn by the PayingAgent from the Series 2010-6 Collection Account and deposited in the Series 2010-6 Excess Collection Account; and

(ii) on each Distribution Date during the Series 2010-6 Rapid Amortization Period,(1)first, to the Trustee, an amount equal to the Series 2010-6 Percentage as of the beginning of such Series 2010-6 Interest Period of the Trustee’s fees forsuch Series 2010-6 Interest Period, (2)second, to the Administrator, an amount equal to the Series 2010-6 Percentage as of the beginning of such Series 2010-6 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 2010-6Interest Period, (3)third, to the Series 2010-6 Distribution Account to pay any Article VII Costs, (4)fourth, to pay any Carrying Charges (other than Carrying Charges provided for above) to thePersons to whom such amounts are owed, an amount equal to the Series 2010-6 Percentage as of the beginning of such Series 2010-6 Interest Period of such Carrying Charges(other than Carrying Charges provided for above) for such Series 2010-6 Interest Period, (5)fifth, to the Series 2010-6 Reserve Account, an amount equal to the sumof (x)the ClassR Monthly Interest with respect to the Series 2010-6 Interest Period ended on the day preceding such Distribution Date and (y)the ClassR Monthly Interest Shortfall as ofthe immediately preceding Distribution Date, and (6)sixth, the balance, if any, shall be treated as Principal Collections.

(f) Class A Senior Note Interest and Commitment Fee Shortfalls. If the amounts described in Section3.3(a), (b) and(d)are insufficient to pay the ClassA Senior Monthly Interest and the Commitment Fees of the Purchaser Groups on any Distribution Date, payments of ClassA Senior Monthly Interest to the ClassA Noteholders and payments ofCommitment Fees to the Purchaser Groups will be reduced on a pro rata basis by the amount of such deficiency. The aggregate amount, if any, of such deficiency on any Distribution Date, together with the aggregate unpaid amount of anysuch deficiencies with respect to all prior Distribution Dates, shall be referred to as the “ClassA Senior Monthly Interest Shortfall.” Interest shall accrue on the ClassA Senior Monthly Interest Shortfallat the Alternate Base Rate plus 2% per annum.

(g) Contingent Monthly Funding Costs. On each Determination Date, theAdministrator 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 Section3.4 from the Series 2010-6Reserve Account in respect of (x)first, an amount equal to the aggregate Contingent Monthly Funding Costs with respect to all Purchaser Groups for the Series 2010-6 Interest Period ending on the daypreceding the related Distribution Date and (y)second, the amount of any unpaid Contingent Monthly Funding Costs Shortfall as of the preceding Distribution Date (together with any accrued interest on such Contingent Monthly Funding CostsShortfall). On the following Distribution Date, the Trustee shall withdraw the lesser of (x)the amounts described in the first sentence of this Section3.3(g) and (y)the excess of the Series2010-6 Available Reserve Account Amount (after giving effect to any withdrawals from the Series 2010-6 Reserve Account pursuant to Section3.3(b), 3.5(c)(i) and/or3.5(d)(i) with respect to such Distribution Date) over the Series 2010-6 Required Reserve Account Amount on such Distribution Date, from the Series 2010-6 ReserveAccount and deposit such amount in the Series 2010-6 Distribution Account.

(h)Contingent Monthly Funding Costs Shortfalls. If the amounts withdrawn from the Series 2010-6 Reserve Account pursuant to Section3.3 (g) are insufficient to pay the aggregate Contingent MonthlyFunding Costs with respect to the Purchaser Groups on any Distribution Date, payments of Contingent Monthly Funding Costs to the Purchaser Groups will be reduced on a pro rata basis by the amount of such deficiency. The aggregateamount, if any, of such deficiency as of any Distribution Date, together with the aggregate unpaid amount of any such deficiencies with respect to all prior Distribution Dates, shall be referred to as the “Contingent Monthly Funding CostsShortfall.” Interest shall accrue on the Contingent Monthly Funding Costs Shortfall at the Alternate Base Rate plus 2% per annum.

(i) Class R Monthly Interest. On each Determination Date, the Administrator shall instruct the Trustee and the PayingAgent in writing pursuant to the Administration Agreement as to the amount to be withdrawn and paid pursuant to Section3.4 from the Series 2010-6 Reserve Account in respect of (x)first, an amountequal to the aggregate ClassR Monthly Interest for the Series 2010-6 Interest Period ending on the day preceding the related Distribution Date and (y)second, the amount of any unpaid ClassRMonthly Interest Shortfall as of the preceding Distribution Date. On the following Distribution Date, the Trustee shall withdraw the lesser of (x)the amounts described in the first sentence of this Section3.3(i)and (y)theexcess of the Series 2010-6 Available Reserve Account Amount (after giving effect to any withdrawals from the Series 2010-6 Reserve Account pursuant toSection3.3(b), 3.3(h), 3.5(c)(i) and/or 3.5(d)(i) with respect to such Distribution Date) over the Series 2010-6 Required Reserve Account Amount on such Distribution Date, from the Series 2010-6 Reserve Account and deposit such amount in the Series 2010-6 Distribution Account.

(j) Class R Monthly Interest Shortfalls. If the amounts withdrawnfrom the Series 2010-6 Reserve Account pursuant to Section3.3(i) are insufficient to pay the ClassR Monthly Interest on any Distribution Date, payments of ClassR Monthly Interest will bereduced on a pro rata basis by the amount of such deficiency. The aggregate amount, if any, of such deficiency as of any Distribution Date, together with the aggregate unpaid amount of any such deficiencies with respect to all priorDistribution Dates, shall be referred to as the “ClassR Monthly Interest Shortfall.” No interest shall accrue on the ClassR Monthly Interest Shortfall.

Section3.4. Payment of ClassA Senior Note Interest, Commitment Fees, Contingent Monthly Funding Costs and ClassR MonthlyNote Interest. On each Distribution Date, subject to Section9.8 of the Base Indenture, the Paying Agent shall, in accordance with Section6.1 of the Base Indenture, pay from the Series 2010-6Distribution Account the following amounts in the following order of priority from amounts deposited in the Series 2010-6 Distribution Account pursuant to Section3.3:

(i) first, to the Administrative Agent for the accounts of the Purchaser Groups the ClassA Senior Monthly Interest withrespect to the Series 2010-6 Interest Period ended on the day preceding such Distribution Date, along with any ClassA Senior Monthly Interest Shortfall as of the preceding Distribution Date (togetherwith any accrued interest on such ClassA Senior Monthly Interest Shortfall);

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

(iii) third, to the AdministrativeAgent for the accounts of the Purchaser Groups the Contingent Monthly Funding Costs with respect to the Series 2010-6 Interest Period ended on the day preceding such Distribution Date, along with anyContingent Monthly Funding Cost Shortfall as of the preceding Distribution Date (together with any accrued interest on such Contingent Monthly Funding Costs Shortfall); and

(iv) fourth, to the ClassR Noteholders, the ClassR Monthly Interest with respect to the Series 2010-6 Interest Period ended on the day preceding such Distribution Date, along with any ClassR Monthly Interest Shortfall as of the preceding Distribution Date.

Upon the receipt of funds from the Paying Agent on each Distribution Date on account of ClassA Senior Monthly Interest, the Administrative Agent shallpay to each Non-Conduit Purchaser and each Funding Agent with respect to a CP Conduit Purchaser Group an amount equal to the Senior Monthly Funding Costs with respect to its Related Purchaser Group withrespect to the Series 2010-6 Interest Period ending on the day preceding such Distribution Date plus the amount of any unpaid ClassA Senior Monthly Interest Shortfalls relating to unpaidClassA Senior Monthly Interest payable to such Purchaser Group as of the preceding Distribution Date, together with any interest thereon at the Alternate Base Rate plus 2% per annum. If the amount paid to the Administrative Agent on anyDistribution Date pursuant to this Section3.4 on account of ClassA Senior Monthly Interest for the Series 2010-6 Interest Period ending on the day preceding such Distribution Date is less than suchClassA Senior Monthly Interest, the

Administrative Agent shall pay the amount available to the Non-Conduit Purchasers and the Funding Agents, on behalf of the CP Conduit Purchaser Groups, ona pro rata basis, based on the Senior Monthly Funding Costs with respect to each Related Purchaser Group with respect to such Series 2010-6 Interest Period. Upon the receipt of funds from thePaying Agent on each Distribution Date on account of Commitment Fees, the Administrative Agent shall pay to each Non-Conduit Purchaser and each Funding Agent with respect to a CP Conduit Purchaser Group anamount equal to the Commitment Fee payable to its Related Purchaser Group with respect to the Series 2010-6 Interest Period ending on the day preceding such Distribution Date plus the amount of anyunpaid ClassA Senior Monthly Interest Shortfalls relating to unpaid Commitment Fees payable to such Purchaser Group as of the preceding Distribution Date, together with any interest thereon at the Alternate Base Rate plus 2% per annum. If theamount paid to the Administrative Agent on any Distribution Date pursuant to this Section3.4 on account of Commitment Fees is less than the Commitment Fees payable on such Distribution Date, the Administrative Agent shall pay the amountavailable to the Non-Conduit Purchasers and the Funding Agents, on behalf of the CP Conduit Purchaser Groups, on a pro rata basis, based on the Commitment Fee payable to each Purchaser Group onsuch Distribution Date. Upon the receipt of funds from the Paying Agent on each Distribution Date on account of Contingent Monthly Funding Costs, the Administrative Agent shall pay to each Non-ConduitPurchaser and each Funding Agent with respect to a CP Conduit Purchaser Group an amount equal to the Contingent Monthly Funding Costs with respect to its Related Purchaser Group with respect to the Series2010-6 Interest Period ending on the day preceding such Distribution Date plus the amount of any unpaid Contingent Monthly Funding Costs Shortfalls payable to such Purchaser Group as of the precedingDistribution Date, together with any interest thereon at the Alternate Base Rate plus 2% per annum. If the amount paid to the Administrative Agent on any Distribution Date pursuant to this Section3.4 on account of Contingent Monthly FundingCosts for the Series 2010-6 Interest Period ending on the day preceding such Distribution Date is less than the aggregate Contingent Monthly Funding Costs with respect to the Purchaser Groups for such Series 2010-6 Interest Period, the Administrative Agent shall pay the amount available to the Non-Conduit Purchasers and the Funding Agents, on behalf of the CP Conduit PurchaserGroups, on a pro rata basis, based on the Contingent Monthly Funding Costs with respect to each Related Purchaser Group with respect to such Series 2010-6 Interest Period. Upon the receipt offunds from the Trustee or the Paying Agent on any Distribution Date on account of Article VII Costs, the Administrative Agent shall pay such amounts to the Non-Conduit Purchaser owed such amounts and/or theFunding Agent with respect to the CP Conduit Purchaser or the APA Bank owed such amounts. If the amounts paid to the Administrative Agent on any Distribution Date pursuant to Section3.3(e) on account of Article VII Costs are less than theArticle VII Costs due and payable on such Distribution Date, the Administrative Agent shall pay the amounts available to the Non-Conduit Purchasers owed such amounts and/or the Funding Agents with respect tothe CP Conduit Purchasers and APA Banks owed such amounts, on a pro rata basis, based on the Article VII Costs owing to such Non-Conduit Purchasers, CP Conduit Purchasers and APA Banks. Due andunpaid Article VII Costs owing to a Purchaser Group shall accrue interest at the Alternate Base Rate plus 2%; provided that Article VII Costs shall not be considered due until the first Distribution Date following five days’notice to ABRCF and the Administrator of such Article VII Costs.

Section3.5. Payment of Note Principal.

(a) Monthly Payments During Series 2010-6 Controlled Amortization Period or Series 2010-6 Rapid Amortization Period. Commencing on the second Determination Date during the Series 2010-6 Controlled Amortization Period or the first Determination Date afterthe commencement of the Series 2010-6 Rapid Amortization Period, the Administrator shall instruct the Trustee and the Paying Agent in writing pursuant to the Administration Agreement and in accordance withthis Section3.5 as to (i)the amount allocated to the Series 2010-6 Notes during the Related Month pursuant to Section3.2(b)(ii), (c)(ii) or (d)(ii), as the case may be, and the portion ofsuch amount, if any, that has been previously applied to make a Decrease pursuant to Section2.5 during the Related Month, (ii)any amounts to be withdrawn from the Series 2010-6 Reserve Account anddeposited into the Series 2010-6 Distribution Account or (iii)any amounts to be drawn on the Series 2010-6 Demand Notes and/or on the Multi-Series Letters ofCredit (or withdrawn from the Series 2010-6 Cash Collateral Account). On the Distribution Date following each such Determination Date, the Trustee shall withdraw the amount allocated to the Series 2010-6 Notes during the Related Month pursuant to Section3.2(b)(ii), (c)(ii) or (d)(ii), as the case may be, less the portion of such amount, if any, that has been previously applied to make a Decreasepursuant to Section2.5 during the Related Month, from the Series 2010-6 Collection Account and deposit such amount in the Series 2010-6 Distribution Account, to bepaid to the holders of the Series 2010-6 Notes in accordance with Section3.5(e).

(b)Decreases. On any Business Day (x)during the Series 2010-6 Revolving Period on which a Decrease is to be made pursuant to Section2.5, the Trustee shall withdraw from the Series 2010-6 Excess Collection Account, or (y)during the Series 2010-6 Controlled Amortization Period on which a Decrease is to be made pursuant to Section2.5, theTrustee shall withdraw from the Series 2010-6 Excess Collection Account and/or the Series 2010-6 Collection Account, in each case, in accordance with the writteninstructions of the Administrator, an amount equal to the lesser of (i)the amounts specified in clauses (x)and (y) of the first sentence of Section2.5(a) and (ii)the amount of such Decrease, and deposit such amount in theSeries 2010-6 Distribution Account, to be paid to the Administrative Agent for distribution in accordance with Section3.5(f).

(c) Principal Deficit Amount. On each Distribution Date on which the Principal Deficit Amount is greater than zero, amounts shall betransferred to the Series 2010-6 Distribution Account as follows:

(i) ReserveAccount Withdrawal. The Administrator shall instruct the Trustee in writing, prior to 12:00 noon (NewYork City time) on such Distribution Date, in the case of a Principal Deficit Amount resulting from a Series 2010-6 Lease Payment Deficit, or prior to 12:00 noon (New York City time) on the second Business Day prior to such Distribution Date, in the case of any other Principal Deficit Amount, to withdraw from the Series 2010-6 Reserve Account, an amount equal to the lesser of (x)the Series 2010-6 Available Reserve Account Amount and (y)such Principal Deficit Amount and deposit itin the Series 2010-6 Distribution Account on such Distribution Date.

(ii)Principal Draws on Multi-Series Letters of Credit. If the Administrator determines on the Business Day immediately preceding any Distribution Date during the Series 2010-6 Rapid Amortization Period thaton such Distribution Date there will exist a Series 2010-6 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 2010-6 Lease Principal Payment Deficit on or prior to 3:00 p.m. (NewYork City time) on the Business Day immediately preceding a Distribution Date, the Trustee shall, by 5:00 p.m. (NewYork City time) onsuch Business Day draw an amount equal to the least of (i)such Series 2010-6 Lease Principal Payment Deficit, (ii)the amount by which the Principal Deficit Amount for such Distribution Date exceedsthe amount to be deposited in the Series 2010-6 Distribution Account in accordance with clause (i)of this Section3.5(c) and (iii)the Series 2010-6Allocated Multi-Series Letter of Credit Liquidity Amount on the Multi-Series Letters of Credit, by presenting to each Multi-Series Letter of Credit Provider a Certificate of Lease Deficit Demand and shall cause the Lease Deficit Disbursem*nts to bedeposited in the Series 2010-6 Distribution Account on such Distribution Date; provided, however, that if the Series 2010-6 Cash Collateral Account hasbeen established and funded, the Trustee shall withdraw from the Series 2010-6 Cash Collateral Account and deposit in the Series 2010-6 Distribution Account an amountequal to the lesser of (x)the Series 2010-6 Cash Collateral Percentage for such date of the least of the amounts described in clauses (i), (ii) and (iii)above and (y)the Series 2010-6 Available Cash Collateral Account Amount on such date and draw an amount equal to the remainder of such amount on the Multi-Series Letters of Credit.

(iii) Demand Note Draw. If on any Determination Date, the Administrator determines that the Principal Deficit Amount onthe next succeeding Distribution Date (after giving effect to any withdrawal from the Series 2010-6 Reserve Account pursuant to Section3.5(c)(i) on such Distribution Date) will be greater than zero andthere are any Multi-Series Letters of Credit on such date, prior to 10:00 a.m. (NewYork City time) on the second Business Day prior to such Distribution Date, the Administrator shall instruct the Trustee in writing to deliver a Demand Noticeto the Demand Note Issuers demanding payment of an amount equal to the lesser of (A)the Principal Deficit Amount and (B)the Series 2010-6 Allocated Multi-Series Letter of Credit Amount. The Trusteeshall, prior to 12:00 noon (NewYork 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 theoccurrence of an event described in clause (a)of the definition thereof, without the lapse of a period of 60 consecutive days) with respect to a Demand Note Issuer shall have occurred and be continuing, the Trustee shall not be required todeliver such Demand Notice to such Demand Note Issuer. The Trustee shall cause the proceeds of any demand on the Series 2010-6 Demand Notes to be deposited into the Series2010-6 Distribution Account.

(iv) Letter of Credit Draw. In the event thateither (x)on or prior to 10:00 a.m. (NewYork City time) on the Business Day prior to such Distribution Date, any Demand Note Issuer shall have failed to pay to the Trustee or deposit in the Series2010-6 Distribution Account the amount specified in such Demand Notice in whole or in part or (y)due to the occurrence of an Event of Bankruptcy (or the occurrence of an event described in clause(a)of the definition thereof, without the lapse of a period of 60 consecutive days) with respect to any Demand Note Issuer, the Trustee shall not have delivered such Demand Notice to any Demand Note Issuer on the second Business Day precedingsuch 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 2010-6 Allocated Multi-Series Letter of CreditAmount and (ii)the aggregate amount that the Demand Note Issuers failed to pay under the Series 2010-6 Demand Notes (or, the amount that the Trustee failed to demand for payment thereunder) by presentingto each Multi-Series Letter of Credit Provider a Certificate of Unpaid Demand Note Demand; provided, however, that if the Series 2010-6 Cash Collateral Account has been established and funded,the Trustee shall withdraw from the Series 2010-6 Cash Collateral Account and deposit in the Series 2010-6 Distribution Account an amount equal to the lesser of(x)the Series 2010-6 Cash Collateral Percentage on such Business Day of the aggregate amount that the Demand Note Issuers failed to pay under the Series 2010-6Demand Notes (or, the amount that the Trustee failed to demand for payment thereunder) and (y)the Series 2010-6 Available Cash Collateral Account Amount on such Business Day and draw an amount equal tothe remainder of the aggregate amount that the Demand Note Issuers failed to pay under the Series 2010-6 Demand Notes (or, the amount that the Trustee failed to demand for payment thereunder) on theMulti-Series Letters of Credit. The Trustee shall deposit into, or cause the deposit of, the applicable portion of the proceeds of any draw on the Multi-Series Letters of Credit related to the Series 2010-6Notes and the proceeds of any withdrawal from the Series 2010-6 Cash Collateral Account to be deposited in the Series 2010-6 Distribution Account on such DistributionDate.

(d) Series 2010-6 Termination Date. The entire ClassA Invested Amount and theentire ClassR Invested Amount shall be due and payable on the Series 2010-6 Termination Date. In connection therewith:

(i) Reserve Account Withdrawal. If, after giving effect to the deposit into the Series2010-6 Distribution Account of the amount to be deposited in accordance with Section3.5(a), together with any amounts to be deposited therein in accordance with Section3.5(c) on the Series 2010-6 Termination Date, the amount to be deposited in the Series 2010-6 Distribution Account with respect to the Series 2010-6Termination Date is or will be less than the ClassA Invested Amount, then, prior to 12:00 noon (NewYork City time) on the second Business Day prior to the Series 2010-6 Termination Date, theAdministrator shall instruct the Trustee in writing to withdraw from the Series 2010-6 Reserve Account, an amount equal to the lesser of the Series 2010-6 AvailableReserve Account Amount and such insufficiency and deposit it in the Series 2010-6 Distribution Account on the Series 2010-6 Termination Date.

(ii) Demand Note Draw. If the amount to be deposited in the Series 2010-6Distribution Account in accordance with Section3.5(a) together with any amounts to be deposited therein in accordance with Section3.5(c) and Section3.5(d)(i) on the Series 2010-6 TerminationDate is less than the ClassA Invested Amount, and there are any Multi-Series Letters of Credit on such date, then, prior to 10:00 a.m. (NewYork City time) on the second Business Day prior to the Series2010-6 Termination Date, the Administrator shall instruct the Trustee in writing to make a demand (a “Demand Notice”) substantially in the form attached hereto as Exhibit G on theDemand Note Issuers for payment under the Series 2010-6 Demand Notes in an amount equal to the lesser of (i)such insufficiency and (ii)the Series 2010-6Allocated Multi-Series Letter of

Credit Amount. The Trustee shall, prior to 12:00 noon (NewYork City time) on the second Business Day preceding the Series 2010-6 Termination Date,deliver such Demand Notice to the Demand Note Issuers; provided, however, that if an Event of Bankruptcy (or the occurrence of an event described in clause (a)of the definition thereof, without the lapse of a period of 60consecutive 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 theSeries 2010-6 Demand Notes to be deposited into the Series 2010-6 Distribution Account.

(iii) Letter of Credit Draw. In the event that either (x)on or prior to 10:00 a.m. (NewYork City time) onthe Business Day immediately preceding any Distribution Date next succeeding any date on which a Demand Notice has been transmitted by the Trustee to the Demand Note Issuers pursuant to clause (ii)of this Section3.5(d) any Demand NoteIssuer shall have failed to pay to the Trustee or deposit into the Series 2010-6 Distribution Account the amount specified in such Demand Notice in whole or in part or (y)due to the occurrence of anEvent of Bankruptcy (or the occurrence of an event described in clause (a)of the definition thereof, without the lapse of a period of 60 consecutive days) with respect to one or more of the Demand Note Issuers, the Trustee shall not havedelivered such Demand Notice to any Demand Note Issuer on the second Business Day preceding the Series 2010-6 Termination Date, then, in the case of (x)or (y) the Trustee shall draw on the Multi-SeriesLetters of Credit by 12:00 noon (NewYork City time) on such Business Day an amount equal to the lesser of (a)the amount that the Demand Note Issuers failed to pay under the Series 2010-6 DemandNotes (or, the amount that the Trustee failed to demand for payment thereunder) and (b)the Series 2010-6 Allocated Multi-Series Letter of Credit Amount on such Business Day by presenting to eachMulti-Series Letter of Credit Provider a Certificate of Unpaid Demand Note Demand; provided, however, that if the Series 2010-6 Cash Collateral Account has been established and funded, theTrustee shall withdraw from the Series 2010-6 Cash Collateral Account and deposit in the Series 2010-6 Distribution Account an amount equal to the lesser of (x)theSeries 2010-6 Cash Collateral Percentage on such Business Day of the amount that the Demand Note Issuers failed to pay under the Series 2010-6 Demand Notes (or, theamount that the Trustee failed to demand for payment thereunder) and (y)the Series 2010-6 Available Cash Collateral Account Amount on such Business Day and draw an amount equal to the remainder of theamount that the Demand Note Issuers failed to pay under the Series 2010-6 Demand Notes (or, the amount that the Trustee failed to demand for payment thereunder) on the Multi-Series Letters of Credit. TheTrustee 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 2010-6 Notes and the proceeds of any withdrawalfrom the Series 2010-6 Cash Collateral Account to be deposited in the Series 2010-6 Distribution Account on such Distribution Date.

(e) Distribution.

(i) Class A Notes. On each Distribution Date occurring on or after the date a withdrawal is made from the Series 2010-6 Collection Account pursuant to Section3.5(a) or amounts are deposited in the Series 2010-6 Distribution Account pursuant to

Section 3.5(c) and/or (d), the Paying Agent shall, in accordance with Section6.1 of the Base Indenture, pay to the Administrative Agent for the accounts of the Purchaser Groups from theSeries 2010-6 Distribution Account the amount deposited therein pursuant to Section3.5(a), (c) and/or (d)to the extent necessary to pay the ClassA Controlled Distribution Amount with respectto Related Month during the Series 2010-6 Controlled Amortization Period or to the extent necessary to pay the ClassA Invested Amount during the Series 2010-6Rapid Amortization Period.

(ii) Class R Notes. On each Distribution Date occurring on or after the date awithdrawal is made from the Series 2010-6 Collection Account pursuant to Section3.5(a) and either (x)prior to the Series 2010-6 Rapid Amortization Period or(y)after the ClassA Invested Amount has been paid in full, the Paying Agent shall, in accordance with Section6.1 of the Base Indenture, pay pro rata to ClassR Noteholders from the Series 2010-6 Distribution Account the amount deposited therein pursuant to Section3.5(a) less the aggregate amount applied to make payments required pursuant to Section3.5(e)(i), to the extent necessary to paythe ClassR Controlled Distribution Amount with respect to Related Month during the Series 2010-6 Controlled Amortization Period or to the extent necessary to pay the ClassR Invested Amount duringthe Series 2010-6 Rapid Amortization Period.

(f) Payment of Funds from Decreases. Upon thereceipt of funds on account of a Decrease from the Trustee, the Administrative Agent shall pay as follows (1)first, such funds will be used to pay to each Funding Agent with respect to aNon-Extending Purchaser Group that is a CP Conduit Purchaser Group and to each Non-Conduit Purchaser that constitutes aNon-Extending Purchaser Group that is a Non-Conduit Purchaser Group a pro rata amount of the Decrease, based on the Purchaser Group Invested Amounts withrespect to such Non-Extending Purchaser Group relative to the Purchaser Group Invested Amounts with respect to all Non-Extending Purchaser Groups on the date of suchDecrease, (2)second, to each Non-Conduit Purchaser and Funding Agent with respect to its Related Purchaser Group, such Purchaser Group’s Pro Rata Share of the remaining amount of suchDecrease and (3)third, solely if such Decrease occurs prior to the Series 2010-6 Controlled Amortization Period, any remaining funds will be used to pay to each Committed Note Purchaser apro rata amount of the Decrease, based on the ClassR Invested Amount with respect to such Committed Note Purchaser. Each CP Conduit Purchaser Group’s share of the amount of any Decrease on any Business Day shall be allocatedby such CP Conduit Purchaser Group first to reduce the Available CP Funding Amount with respect to such CP Conduit Purchaser Group and the Available APA Bank Funding Amount with respect to such CP Conduit Purchaser Group on such Business Day andthen to reduce the portion of the Purchaser Group Invested Amount with respect to such CP Conduit Purchaser Group allocated to CP Tranches and Eurodollar Tranches in such order as such CP Conduit Purchaser Group may select in order to minimize costspayable pursuant to Section7.3. Upon the receipt of funds from the Trustee pursuant to Sections 3.5(a), (c) and/or (d)on any Distribution Date, the Administrative Agent shall pay to eachNon-Conduit Purchaser and each Funding Agent with respect to its Related Purchaser Group, such Purchaser Group’s Pro Rata Share of such funds.

Section3.6. Administrator’s Failure to Instruct the Trustee to Make a Deposit or Payment. If the Administrator fails to give noticeor instructions to make (i)any payment

from or deposit into the Collection Account, (ii)any draw on the Multi-Series Letters of Credit or (iii)any withdrawals from any Account, in each case required to be given by theAdministrator, 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 theMulti-Series Letters of Credit, or such withdrawal from such Account, in each case without such notice or instruction from the Administrator, provided that the Administrator, upon request of the Trustee, promptly provides the Trustee with allinformation 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 ator prior to a specified time, the Administrator shall deliver any applicable written instructions with respect thereto reasonably in advance of such specified time.

Section3.7. Series 2010-6 Reserve Account.

(a) Establishment of Series 2010-6 Reserve Account. ABRCF shall establish and maintain in thename of the Series 2010-6 Agent for the benefit of the ClassA Noteholders, or cause to be established and maintained, an account (the “Series 2010-6Reserve Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the ClassA Noteholders. The Series 2010-6 Reserve Account shall bemaintained (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 inthe Series 2010-6 Reserve Account; provided that, if at any time such Qualified Institution is no longer a Qualified Institution or the credit rating of any securities issued by such depositaryinstitution or trust company shall be reduced to below “BBB-” by Standard& Poor’s, “Baa2” by Xxxxx’x or “BBB (low)” by DBRS, then ABRCF shall, within 30 daysof such reduction, establish a new Series 2010-6 Reserve Account with a new Qualified Institution. If the Series 2010-6 Reserve Account is not maintained in accordancewith the previous sentence, ABRCF shall establish a new Series 2010-6 Reserve Account, within ten (10)Business Days after obtaining knowledge of such fact, which complies with such sentence, and shallinstruct the Series 2010-6 Agent in writing to transfer all cash and investments from the non-qualifying Series 2010-6 ReserveAccount into the new Series 2010-6 Reserve Account. Initially, the Series 2010-6 Reserve Account will be established with The Bank of NewYork Mellon.

(b) Administration of the Series 2010-6 Reserve Account. The Administrator may instruct theinstitution maintaining the Series 2010-6 Reserve Account to invest funds on deposit in the Series 2010-6 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 2010-6 Reserve Account is held with the Paying Agent, then such investment may mature on such Distribution Date and such funds shall be available for withdrawal on or prior to such Distribution Date. All suchPermitted Investments will be credited to the Series 2010-6 Reserve Account and any such Permitted Investments that constitute (i)physical property (and that is not either a United States securityentitlement 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 Section8-106of the

NewYork UCC) by the Trustee pending maturity or disposition, and (iii)uncertificated securities (and not United States security entitlements) shall be delivered to the Trustee bycausing 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 2010-6 Reserve Account. ABRCF shall not direct the Trustee to dispose of (or permit the disposal of) any Permitted Investments prior to the maturity thereof to the extent such disposal would result in a loss ofpurchase price of such Permitted Investments. In the absence of written investment instructions hereunder, funds on deposit in the Series 2010-6 Reserve Account shall remain uninvested.

(c) Earnings from Series 2010-6 Reserve Account. All interest and earnings (net of losses andinvestment expenses) paid on funds on deposit in the Series 2010-6 Reserve Account shall be deemed to be on deposit therein and available for distribution.

(d) Series 2010-6 Reserve Account Constitutes Additional Collateral for ClassANotes. In order to secure and provide for the repayment and payment of the ABRCF Obligations with respect to the Series 2010-6 Notes, ABRCF hereby grants a security interest in and assigns, pledges,grants, transfers and sets over to the Trustee, for the benefit of the ClassA Noteholders, all of ABRCF’s right, title and interest in and to the following (whether now or hereafter existing or acquired): (i) the Series 2010-6 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 orall of the Series 2010-6 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 2010-6 Reserve Account, whether constituting securities, instruments, general intangibles, investment property, financial assets or other property; (v)all interest, dividends, cash, instruments and otherproperty from time to time received, receivable or otherwise distributed in respect of or in exchange for the Series 2010-6 Reserve Account, the funds on deposit therein from time to time or the investmentsmade 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 2010-6 Reserve Account Collateral”). The Trustee shall possess all right, title and interest in and to all funds on deposit from time to time in the Series 2010-6Reserve Account and in all proceeds thereof, and shall be the only person authorized to originate entitlement orders in respect of the Series 2010-6 Reserve Account. The Series2010-6 Reserve Account Collateral shall be under the sole dominion and control of the Trustee for the benefit of the ClassA Noteholders. The Series 2010-6 Agenthereby agrees (i)to act as the securities intermediary (as defined in Section8-102(a)(14) of the NewYork UCC) with respect to the Series 2010-6 ReserveAccount; (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 Series2010-6 Reserve Account shall be treated as a financial asset (as defined in Section8-102(a)(9) of the NewYork UCC) and (iv)to comply with anyentitlement order (as defined in Section8-102(a)(8) of the NewYork UCC) issued by the Trustee.

(e) Preference Amount Withdrawals from the Series 2010-6 Reserve Account or the Series 2010-6 Cash Collateral Account. If a member of a Purchaser Group notifies the Trustee in writing of the existence of a Preference Amount, then, subject to the satisfaction of the conditions set forth in the nextsucceeding sentence, on the Business Day on which those

conditions are first satisfied, the Trustee shall withdraw from either (x)prior to the Multi-Series Letter of Credit Termination Date, the Series2010-6 Reserve Account or (y)on or after the Multi-Series Letter of Credit Termination Date, the Series 2010-6 Cash Collateral Account and pay to the Funding Agentfor such member an amount equal to such Preference Amount. Prior to any withdrawal from the Series 2010-6 Reserve Account or the Series 2010-6 Cash Collateral Accountpursuant to this Section3.7(e), the Trustee shall have received (i)a certified copy of the order requiring the return of such Preference Amount; (ii)an opinion of counsel satisfactory to the Trustee that such order is final and notsubject to appeal; and (iii)a release as to any claim against ABRCF by the Purchaser Group for any amount paid in respect of such Preference Amount. On the Business Day after the Multi-Series Letter of Credit Termination Date, the Trusteeshall transfer an amount equal to the greater of (A)the excess, if any, of (x)the Series 2010-6 Available Reserve Account Amount as of such date over (y)the sum of (i)the aggregateContingent Monthly Funding Costs with respect to all Purchaser Groups for the Series 2010-6 Interest Period ending on the Multi-Series Letter of Credit Termination Date and (ii)without duplication, anyContingent Monthly Funding Costs Shortfall as of such date (together with accrued interest thereon) from the Series 2010-6 Reserve Account to the Series 2010-6 CashCollateral Account and (B)the lesser of (x)the Series 2010-6 Available Reserve Account Amount and (y)the excess, if any, of the Series 2010-6 DemandNote Payment Amount over the Series 2010-6 Available Cash Collateral Account Amount as of such date (the greater of the amounts in clauses (A)and (B), the “Reserve Account TransferAmount”).

(f) Series 2010-6 Reserve Account Surplus. In the event that the Series2010-6 Reserve Account Surplus on any Distribution Date, after giving effect to all withdrawals from the Series 2010-6 Reserve Account and application thereof, isgreater than zero, the Trustee, acting in accordance with the written instructions of the Administrator pursuant to the Administration Agreement, shall withdraw from the Series 2010-6 Reserve Account an amountequal to the Series 2010-6 Reserve Account Surplus and shall pay such amount to ABRCF.

(g)Termination of Series 2010-6 Reserve Account. Upon the termination of the Indenture pursuant to Section11.1 of the Base Indenture, the Trustee, acting in accordance with the written instructionsof the Administrator, after the prior payment of all amounts owing to the ClassA Noteholders and payable from the Series 2010-6 Reserve Account as provided herein, shall withdraw from the Series 2010-6 Reserve Account all amounts on deposit therein for payment to ABRCF.

Section3.8.Multi-Series Letters of Credit and Series 2010-6 Cash Collateral Account.

(a) Multi-SeriesLetters of Credit and Series 2010-6 Cash Collateral Account Constitute Additional Collateral for Series 2010-6 Notes. In order to secure and provide for therepayment and payment of ABRCF’s obligations with respect to the ClassA Notes, ABRCF hereby grants a security interest in and assigns, pledges, grants, transfers and sets over to the Trustee, for the benefit of the ClassANoteholders, 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-SeriesLetter of Credit related to supporting another Series of Notes); (ii)the Series 2010-6 Cash Collateral Account, including any security entitlement thereto; (iii)all funds on deposit in the Series 2010-6 Cash

Collateral Account from time to time; (iv)all certificates and instruments, if any, representing or evidencing any or all of the Series 2010-6 CashCollateral 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 2010-6 Cash Collateral Account, whetherconstituting securities, instruments, general intangibles, investment property, financial assets or other property; (vi)all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwisedistributed in respect of or in exchange for the Series 2010-6 Cash Collateral Account, the funds on deposit therein from time to time or the investments made with such funds; and (vii)all proceeds ofany 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 2010-6 Cash CollateralAccount Collateral”). The Trustee shall, for the benefit of the ClassA Noteholders, possess all right, title and interest in all funds on deposit from time to time in the Series 2010-6 CashCollateral Account and in all proceeds thereof, and shall be the only person authorized to originate entitlement orders in respect of the Series 2010-6 Cash Collateral Account. The Series 2010-6 Cash Collateral Account shall be under the sole dominion and control of the Trustee for the benefit of the ClassA Noteholders. The Series 2010-6 Agent herebyagrees (i)to act as the securities intermediary (as defined in Section8-102(a)(14) of the NewYork UCC) with respect to the Series 2010-6 CashCollateral 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 2010-6 Cash Collateral Account shall be treated as a financial asset (as defined in Section8-102(a)(9) of the NewYork UCC) and (iv)to comply with anyentitlement order (as defined in Section8-102(a)(8) of the NewYork 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 scheduledMulti-Series Letter of Credit Expiration Date with respect to any Multi-Series Letter of Credit, excluding the amount allocated to the Series 2010-6 Notes and available to be drawn under such Multi-SeriesLetter of Credit but taking into account the amount allocated to the Series 2010-6 Notes under each substitute Multi-Series Letter of Credit which has been obtained from a Series2010-6 Eligible Letter of Credit Provider and is in full force and effect on such date, the Series 2010-6 Enhancement Amount would be equal to or more than the Series 2010-6 Required Enhancement Amount and the Series 2010-6 Liquidity Amount would be equal to or greater than the Series 2010-6 RequiredLiquidity Amount, then the Administrator shall notify the Trustee in writing no later than two Business Days prior to such Multi-Series Letter of Credit Expiration Date of such determination. If prior to the date which is ten (10)days prior tothe 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 2010-6 Notes and available to be drawn undersuch Multi-Series Letter of Credit but taking into account the amount allocated to the Series 2010-6 Notes under each substitute Multi-Series Letter of Credit which has been obtained from a Series 2010-6 Eligible Letter of Credit Provider and is in full force and effect on such date, the Series 2010-6 Enhancement Amount would be less than the Series 2010-6 Required Enhancement Amount or the Series 2010-6 Liquidity Amount would be less than the Series 2010-6 Required LiquidityAmount, then the Administrator shall notify the Trustee in writing no later than two Business Days prior to such Multi-Series Letter of Credit Expiration Date of (x)the greater of (A)the excess, if any, of the Series 2010-6 Required Enhancement Amount over the Series 2010-6 Enhancement Amount, excluding the amount allocated to the Series 2010-6 Notesand available amount under such

expiring Multi-Series Letter of Credit but taking into account the amount allocated to the Series 2010-6 Notes under any substitute Multi-Series Letter ofCredit which has been obtained from a Series 2010-6 Eligible Letter of Credit Provider and is in full force and effect, on such date, and (B)the excess, if any, of the Series 2010-6 Required Liquidity Amount over the Series 2010-6 Liquidity Amount, excluding the amount allocated to the Series 2010-6 Notes andavailable amount under such expiring Multi-Series Letter of Credit but taking into account the amount allocated to the Series 2010-6 Notes under any substitute Multi-Series Letter of Credit which has beenobtained from a Series 2010-6 Eligible Letter of Credit Provider and is in full force and effect, on such date, and (y)the amount allocated to the Series 2010-6Notes 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. (NewYork City time) on any Business Day, the Trustee shall, by 12:00 noon(NewYork City time) on such Business Day (or, in the case of any notice given to the Trustee after 10:00 a.m. (NewYork City time), by 12:00 noon (NewYork City time) on the next following Business Day), draw the lesser of theamounts set forth in clauses (x)and (y) above on such expiring Multi-Series Letter of Credit by presenting a Certificate of Termination Demand and shall cause the Termination Disbursem*nt to be deposited in the Series 2010-6 Cash Collateral Account.

If the Trustee does not receive the notice from the Administratordescribed in the first paragraph of this Section3.8(b) on or prior to the date that is two Business Days prior to each Multi-Series Letter of Credit Expiration Date, the Trustee shall, by 12:00 noon (NewYork City time) on such BusinessDay draw the full amount allocated to the Series 2010-6 Notes under such Multi-Series Letter of Credit by presenting a Certificate of Termination Demand and shall cause the Termination Disbursem*nt to bedeposited in the Series 2010-6 Cash Collateral Account.

(c) Multi-Series Letter of CreditProviders. The Administrator shall notify the Trustee in writing within one Business Day of becoming aware that (x)the long-term senior unsecured debt rating of any Multi-Series Letter of Credit Provider has fallen below “BBB” asdetermined by DBRS, (y)the long-term senior unsecured debt rating of such Multi-Series Letter of Credit Provider has fallen below “Baa2” as determined by Xxxxx’x and (z)the long-term senior unsecured debt rating of suchMulti-Series Letter of Credit Provider has fallen below “BBB” as determined by Standard& Poor’s). At such time the Administrator shall also notify the Trustee of (i)the greater of (A)the excess, if any, of theSeries 2010-6 Required Enhancement Amount over the Series 2010-6 Enhancement Amount, excluding the amount allocated to the Series2010-6 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 2010-6 Required Liquidity Amount over the Series 2010-6 Liquidity Amount, excluding the amount allocated to the Series 2010-6 Notes andavailable under such Multi-Series Letter of Credit, on such date, and (ii)the amount allocated to the Series 2010-6 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 10:00a.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 immediatelypreceding sentence on such Business Day by presenting a Certificate of Termination Demand and shall cause the Termination Disbursem*nt to be deposited in the Series 2010-6 Cash Collateral Account.

(d) Draws on the Multi-Series Letter of Credit. If there is more than oneMulti-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 anamount equal to the LOC Pro Rata Share of the Multi-Series Letter of Credit Provider issuing such Multi-Series Letter of Credit of the amount of such draw on the Multi-Series Letters of Credit.

(e) Establishment of Series 2010-6 Cash Collateral Account. On or prior to the date of anydrawing under a Multi-Series Letter of Credit pursuant to Section3.8(b) or (c)above, ABRCF shall establish and maintain in the name of the Trustee for the benefit of the ClassA Noteholders, or cause to be established andmaintained, an account (the “Series 2010-6 Cash Collateral Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the ClassANoteholders. The Series 2010-6 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 depositoryinstitution or trust company having corporate trust powers and acting as trustee for funds deposited in the Series 2010-6 Cash Collateral Account; provided that, if at any time such QualifiedInstitution is no longer a Qualified Institution or the credit rating of any securities issued by such depository institution or trust company shall be reduced to below “BBB-” by Standard&Poor’s, “Baa3” by Xxxxx’x or “BBB (low)” by DBRS, then ABRCF shall, within 30 days of such reduction, establish a new Series 2010-6 Cash Collateral Account with a new QualifiedInstitution 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 Series2010-6 Cash Collateral Account. If a new Series 2010-6 Cash Collateral Account is established, ABRCF shall instruct the Trustee in writing to transfer all cash andinvestments from the non-qualifying Series 2010-6 Cash Collateral Account into the new Series 2010-6 Cash Collateral Account.

(f) Administration of the Series 2010-6 Cash Collateral Account. ABRCF may instruct (bystanding instructions or otherwise) the institution maintaining the Series 2010-6 Cash Collateral Account to invest funds on deposit in the Series 2010-6 Cash CollateralAccount 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, unlessany Permitted Investment held in the Series 2010-6 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 shallbe available for withdrawal on or prior to such Distribution Date. All such Permitted Investments will be credited to the Series 2010-6 Cash Collateral Account and any such Permitted Investments thatconstitute (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 shallbe controlled (as defined in Section8-106 of the NewYork 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 thePermitted Investments credited to the

Series 2010-6 Cash Collateral Account. ABRCF shall not direct the Trustee to dispose of (or permit the disposal of) any Permitted Investments prior to the maturity thereof to the extent suchdisposal 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 2010-6 Cash CollateralAccount shall remain uninvested.

(g) Earnings from Series 2010-6 Cash Collateral Account.All interest and earnings (net of losses and investment expenses) paid on funds on deposit in the Series 2010-6 Cash Collateral Account shall be deemed to be on deposit therein and available for distribution.

(h) Series 2010-6 Cash Collateral Account Surplus. In the event that the Series 2010-6 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 writteninstructions of the Administrator, shall withdraw from the Series 2010-6 Cash Collateral Account an amount equal to the Series 2010-6 Cash Collateral Account Surplus andshall pay such amount: first, to the Multi-Series Letter of Credit Providers to the extent of any unreimbursed drawings under the related Series 0000-0 Xxxxxxxxxxxxx Agreement, for application inaccordance with the provisions of the related Series 0000-0 Xxxxxxxxxxxxx Agreement, second, to the Series 2010-6 Reserve Account to the extent necessary to payany Contingent Monthly Funding Costs Shortfall (together with accrued interest thereon) and, third, to ABRCF any remaining amount.

(i) Termination of Series 2010-6 Cash Collateral Account. Upon the termination of thisSupplement 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 2010-6 Noteholders andpayable from the Series 2010-6 Cash Collateral Account as provided herein, shall withdraw from the Series 2010-6 Cash Collateral Account all amounts on deposit therein(to the extent not withdrawn pursuant to Section3.8(h) above) and shall pay such amounts: first, to the Multi-Series Letter of Credit Providers to the extent of any unreimbursed drawings under the related Series 0000-0 Xxxxxxxxxxxxx Agreement, for application in accordance with the provisions of the related Series 2010-6 Reimbursem*nt Agreement, and, second, to ABRCF anyremaining amount.

(j) Termination Date Demands on the Multi-Series Letters of Credit. Prior to 10:00 a.m. (NewYork Citytime) on the Business Day immediately succeeding the Multi-Series Letter of Credit Termination Date, the Administrator shall determine the Series 2010-6 Demand Note Payment Amount as of the Multi-Series Letterof Credit Termination Date. If the Series 2010-6 Demand Note Payment Amount is greater than zero, then the Administrator shall instruct the Trustee in writing to draw on the Multi-Series Letters of Credit.Upon receipt of any such notice by the Trustee on or prior to 11:00 a.m. (NewYork City time) on a Business Day, the Trustee shall, by 12:00 noon (NewYork City time) on such Business Day draw an amount equal to the lesser of (i)theexcess of the Series 2010-6 Demand Note Payment Amount over the Reserve Account Transfer Amount and (ii)the Series 2010-6 Allocated Multi-Series Letter of CreditLiquidity Amount on the Multi-Series Letter of Credit by presenting to each Multi-Series Letter of Credit Provider a Certificate of Termination Date Demand; provided, however, that if the Series2010-6 Cash Collateral Account has been established and funded, the Trustee shall draw an amount equal to the product of (a) 100% minus the Series 2010-6 Cash Collateral

Percentage and (b)the lesser of the amounts referred to in clause (i)or (ii) on such Business Day on the Multi-Series Letter of Credit as calculated by the Administrator and providedin writing to the Trustee. The Trustee shall cause the Termination Date Disbursem*nt to be deposited in the Series 2010-6 Cash Collateral Account.

Section3.9. Series 2010-6 Distribution Account.

(a) Establishment of Series 2010-6 Distribution Account. The Trustee shall establish andmaintain in the name of the Series 2010-6 Agent for the benefit of the Series2010-6 Noteholders, or cause to be established and maintained, an account (the“Series 2010-6 Distribution Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Series2010-6 Noteholders. The Series 2010-6 Distribution Account shall be maintained (i)with a Qualified Institution, or (ii)as a segregated trust account with thecorporate trust department of a depository institution or trust company having corporate trust powers and acting as trustee for funds deposited in the Series 2010-6 Distribution Account; provided that,if at any time such Qualified Institution is no longer a Qualified Institution or the credit rating of any securities issued by such depositary institution or trust company shall be reduced to below“BBB-” by Standard& Poor’s, “Baa3” by Xxxxx’x or “BBB (low)” by DBRS, then ABRCF shall, within 30 days of such reduction, establish a new Series 2010-6 Distribution Account with a new Qualified Institution. If the Series 2010-6 Distribution Account is not maintained in accordance with the previous sentence, ABRCF shallestablish a new Series 2010-6 Distribution Account, within ten (10)Business Days after obtaining knowledge of such fact, which complies with such sentence, and shall instruct the Series2010-6 Agent in writing to transfer all cash and investments from the non-qualifying Series2010-6 DistributionAccount into the new Series 2010-6 Distribution Account. Initially, the Series 2010-6 Distribution Account will be established with The Bank of NewYork Mellon.

(b) Administration of the Series 2010-6 Distribution Account. The Administrator mayinstruct the institution maintaining the Series 2010-6 Distribution Account to invest funds on deposit in the Series 2010-6 Distribution Account from time to time inPermitted 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 heldin the Series 2010-6 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 suchDistribution Date. All such Permitted Investments will be credited to the Series 2010-6 Distribution Account and any such Permitted Investments that constitute (i)physical property (and that is noteither 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 Section8-106 of the NewYork UCC) by the Trustee pending maturity or disposition, and (iii)uncertificated securities (and not United States security entitlements) shall be delivered to the Trusteeby 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 theSeries 2010-6 Distribution Account. ABRCF shall not direct the Trustee to dispose of (or permit the disposal of) any Permitted Investments prior to the maturity thereof to the extent such disposal would resultin a loss of purchase price of such Permitted Investments. In the absence of written investment instructions hereunder, funds on deposit in the Series 2010-6 Distribution Account shall remain uninvested.

(c) Earnings from Series 2010-6 DistributionAccount. All interest and earnings (net of losses and investment expenses) paid on funds on deposit in the Series 2010-6 Distribution Account shall be deemed to be on deposit and available fordistribution.

(d) Series 2010-6 Distribution Account Constitutes Additional Collateral forSeries 2010-6 Notes. In order to secure and provide for the repayment and payment of the ABRCF Obligations with respect to the Series 2010-6 Notes, ABRCF herebygrants a security interest in and assigns, pledges, grants, transfers and sets over to the Trustee, for the benefit of the Series 2010-6 Noteholders, all of ABRCF’s right, title and interest in and to thefollowing (whether now or hereafter existing or acquired): (i) the Series 2010-6 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 2010-6 Distribution Account or the funds on deposit therein from time to time; (iv)all investmentsmade at any time and from time to time with monies in the Series 2010-6 Distribution Account, whether constituting securities, instruments, general intangibles, investment property, financial assets or otherproperty; (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 2010-6 DistributionAccount, 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 2010-6 Distribution Account Collateral”). The Trustee shall possess all right, title and interest in all funds on deposit from time to timein the Series 2010-6 Distribution Account and in and to all proceeds thereof, and shall be the only person authorized to originate entitlement orders in respect of the Series2010-6 Distribution Account. The Series 2010-6 Distribution Account Collateral shall be under the sole dominion and control of the Trustee for the benefit of the Series 2010-6 Noteholders. The Series 2010-6 Agent hereby agrees (i)to act as the securities intermediary (as defined inSection8-102(a)(14) of the NewYork UCC) with respect to the Series 2010-6 Distribution Account; (ii)that its jurisdiction as securities intermediary isNew York; (iii)that each item of property (whether investment property, financial asset, security, instrument or cash) credited to the Series 2010-6 Distribution Account shall be treated as a financialasset (as defined in Section8-102(a)(9) of the NewYork UCC) and (iv)to comply with any entitlement order (as defined in Section8-102(a)(8) of theNewYork UCC) issued by the Trustee.

Section3.10. Series 2010-6 Demand NotesConstitute Additional Collateral for ClassA Notes. In order to secure and provide for the repayment and payment of the obligations with respect to the ClassA Notes, ABRCF hereby grants a security interest in and assigns, pledges, grants,transfers and sets over to the Trustee, for the benefit of the ClassA Noteholders, all of ABRCF’s right, title and interest in and to the following (whether now or hereafter existing or acquired): (i)the Series 2010-6 Demand Notes; (ii)all certificates and instruments, if any, representing or evidencing the Series 2010-6 Demand Notes; and (iii)all proceeds of any and allof the foregoing, including, without limitation, cash. On the date hereof, ABRCF shall deliver to the Trustee, for the benefit of the Series 2010-6 Noteholders, each Series2010-6 Demand Note, endorsed in blank. The Trustee, for the benefit of the Series 2010-6 Noteholders, shall be the only Person authorized to make a demand for paymentson the Series 2010-6 Demand Notes.

Section3.11. Series 2010-6 Interest Rate Caps.(a)On or prior to the A&R Effective Date, ABRCF shall acquire one or more interest rate caps (each a “Series 2010-6 Interest Rate Cap”) from a Qualified Interest Rate CapCounterparty. On the A&R Effective Date, the aggregate notional amount of all Series 2010-6 Interest Rate Caps shall equal the ClassA Maximum Invested Amount, and the aggregate notional amount of allSeries 2010-6 Interest Rate Caps may be reduced pursuant to the related Series 2010-6 Interest Rate Cap to the extent that the ClassA Maximum Invested Amount isreduced after the A&R Effective Date. ABRCF shall acquire one or more additional Series 2010-6 Interest Rate Caps in connection with any increase of the ClassA Maximum Invested Amount such that theaggregate notional amounts of all Series 2010-6 Interest Rate Caps shall equal the ClassA Maximum Invested Amount after giving effect to such increase. The strike rate of each Series 2010-6 Interest Rate Cap shall not be greater than 4.00%. The Series 2010-6 Interest Rate Caps shall extend to at least the Series2010-6 Termination Date.

(b) If, at any time, an Interest Rate Cap Counterparty is not aQualified Interest Rate Cap Counterparty, then ABRCF shall cause the Interest Rate Cap Counterparty within 30 Business Days following such occurrence, at the Interest Rate Cap Counterparty’s expense, to do one of the following (the choice ofsuch action to be determined by the Interest Rate Cap Counterparty)(i) obtain a replacement interest rate cap on the same terms as the Series 2010-6 Interest Rate Cap from a Qualified Interest Rate CapCounterparty and simultaneously with such replacement ABRCF shall terminate the Series 2010-6 Interest Rate Cap being replaced, (ii)obtain a guaranty from, or contingent agreement of, another person whoqualifies as a Qualified Interest Rate Cap Counterparty to honor the Interest Rate Cap Counterparty’s obligations under the Series 2010-6 Interest Rate Cap in form and substance satisfactory to theAdministrative Agent or (iii)post and maintain collateral satisfactory to the Administrative Agent; provided that no termination of the Series 2010-6 Interest Rate Cap shall occur until ABRCF hasentered into a replacement Interest Rate Cap.

(c) To secure payment of all obligations to the ClassA Noteholders, ABRCF grants asecurity interest in, and assigns, pledges, grants, transfers and sets over to the Trustee, for the benefit of the ClassA Noteholders, all of ABRCF’s right, title and interest in the Series 2010-6Interest Rate Caps and all proceeds thereof (the “Series 2010-6 Interest Rate Cap Collateral”). ABRCF shall require all Series 2010-6 Interest Rate CapProceeds to be paid to, and the Trustee shall allocate all Series 2010-6 Interest Rate Cap Proceeds to, the Series 2010-6 Accrued Interest Account of the Series 2010-6 Collection Account.

Section3.12. Payments to Funding Agents, Purchaser Groups orCommitted Note Purchasers.

(a) Notwithstanding anything to the contrary herein or in the Base Indenture, amounts distributable byABRCF, the Trustee, the Paying Agent or the Administrative Agent to a Non-Conduit Purchaser or a Funding Agent for the account of its Related Purchaser Group (or amounts distributable by any such Persondirectly to such Purchaser Group) shall be paid by wire transfer of immediately available funds no later than 3:00 p.m. (NewYork time) for credit to the account or accounts designated by such Non-ConduitPurchaser or Funding Agent. Notwithstanding the foregoing, the Administrative Agent shall not be so obligated unless the Administrative Agent shall have received the funds by 12:00 noon (NewYork City time).

(b) All amounts payable to the Committed Note Purchaser hereunder or with respect to theClassR Notes on any date shall be made to the Committed Note Purchaser (or upon the order of the Committed Note Purchaser) in accordance with this Section3.12, provided that:

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

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

Section3.13. Subordination of the ClassR Notes. Notwithstanding anything to the contrary contained in this Supplement, the BaseIndenture or in any other Related Document, the ClassR Notes will be subordinate in all respects to the ClassA Notes as and to the extent set forth in this Section3.13. No payments on account of principal shall be made with respectto the ClassR Notes on any Distribution Date during the Series 2010-6 Controlled Amortization Period unless an amount equal to the ClassA Controlled Distribution Amount for the Related Month shallhave been paid to the ClassA Noteholders and no payments on account of principal shall be made with respect to the ClassR Notes during the Series 2010-6 Rapid Amortization Period or on the finalDistribution Date until the ClassA Notes have been paid in full. No payments on account of interest shall be made with respect to the ClassR Notes on any Distribution Date until all payments of interest and principal and other fees dueand payable on such Distribution Date with respect to the ClassA Notes have been paid in full.

ARTICLE IV

AMORTIZATION EVENTS

Inaddition to the Amortization Events set forth in Section9.1 of the Base Indenture, any of the following shall be an Amortization Event with respect to the Series 2010-6

Notes and collectively shall constitute the Amortization Events set forth in Section9.1(n) of the Base Indenture with respect to the Series 2010-6Notes (without notice or other action on the part of the Trustee or any holders of the Series 2010-6 Notes):

(a) a Series 2010-6 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 2010-6 EnhancementDeficiency shall have been cured in accordance with the terms and conditions of the Indenture and the Related Documents;

(b) either the Series 2010-6 Liquidity Amount shall be less than the Series 2010-6 Required Liquidity Amount or the Series 2010-6 Available Reserve Account Amount shall be less than the Series 2010-6 RequiredReserve Account Amount for at least two (2)Business Days; provided, however, that such event or condition shall not be an Amortization Event if during such two (2)Business Day period such insufficiency shall have been curedin accordance with the terms and conditions of the Indenture and the Related Documents;

(d) the Collection Account, theSeries 2010-6 Collection Account, the Series 2010-6 Excess Collection Account or the Series 2010-6 Reserve Account shall besubject to an injunction, estoppel or other stay or a Lien (other than Liens permitted under the Related Documents);

(e)all principal of and interest on the Series 2010-6 Notes is not paid on the Series 2010-6 Expected Final Distribution Date;

(f) any Multi-Series Letter of Credit shall not be in full force and effect for at least two (2)Business Days and(x)either a Series 2010-6 Enhancement Deficiency would result from excluding the Series 2010-6 Applicable Multi-Series L/C Amount attributable to such Multi-SeriesLetter of Credit from the Series 2010-6 Enhancement Amount or (y)the Series 2010-6 Liquidity Amount, excluding therefrom the Series2010-6 Applicable Multi-Series L/C Amount attributable to such Multi-Series Letter of Credit, would be less than the Series 2010-6 Required Liquidity Amount;

(g) from and after the funding of the Series 2010-6 Cash Collateral Account, the Series2010-6 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 2010-6 Enhancement Deficiency would result from excluding the Series 2010-6 Available Cash Collateral Account Amount from the Series 2010-6 Enhancement Amount or (y)the Series 2010-6 Liquidity Amount, excluding therefrom the Series 2010-6 Available CashCollateral Amount, would be less than the Series 2010-6 Required Liquidity Amount;

(h) an Event of Bankruptcy shall have occurred with respect to any Multi-Series Letter of Credit Provider or any Multi-SeriesLetter of Credit Provider repudiates

the Multi-Series Letter of Credit or refuses to honor a proper draw thereon and either (x)a Series 2010-6 Enhancement Deficiency would result fromexcluding the Series 2010-6 Applicable Multi-Series L/C Amount attributable to such Multi-Series Letter of Credit from the Series 2010-6 Enhancement Amount or(y)the Series 2010-6 Liquidity Amount, excluding therefrom the Series 2010-6 Applicable Multi-Series L/C Amount attributable to such Multi-Series Letter of Credit,would be less than the Series 2010-6 Required Liquidity Amount;

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

(j) a Change in Control shall have occurred;

(k) ABRCF shall fail to acquire or maintain in force Series 2010-6 Interest Rate Capsat the times and in the notional amounts required by the terms of Section3.11;

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

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

(n) the ClassA Controlled Distribution Amount with respect to the Related Month is not paid in full on any DistributionDate during the Series 2010-6 Controlled Amortization Period (other than the first Distribution Date during the Series 2010-6 Controlled Amortization Period); and

(o) an Amortization Event shall have occurred with respect to the Series2015-3Notes.

In the case of any event described in clause (j), (k), (l), (m) or (o)above, an Amortization Event shall have occurred withrespect to the Series 2010-6 Notes only if either the Trustee or the Requisite Noteholders declare that an Amortization Event has occurred. In the case of an event described in clause (a), (b), (c), (d), (e),(f), (g), (h), (i) or (n)an Amortization Event with respect to the Series 2010-6 Notes shall have occurred without any notice or other action on the part of the Trustee or any Series 2010-6 Noteholders, immediately upon the occurrence of such event. Amortization Events with respect to the Series 2010-6 Notes described in clause (a), (b), (c), (d), (e),(f), (g), (h), (i) or (n)may be waived with the written consent of the Purchaser Groups having Commitment Percentages aggregating 100%. Amortization Events with respect to the Series 2010-6 Notesdescribed in clause (j), (k), (l), (m) or (o)above may be waived in accordance with Section9.5 of the Base Indenture.

ARTICLE V

RIGHT TO WAIVE PURCHASE RESTRICTIONS

Notwithstanding any provision to the contrary in the Indenture or the Related Documents, upon the Trustee’s receipt of notice from anyLessee, any Borrower or ABRCF that the Lessees, the Borrowers and ABRCF have determined to increase any Series 2010-6 Maximum Amount or the percentage set forth in clause (y)of any of paragraphs (ii),(iii), (iv), (v), (vi) or (vii)of the definition of Series 2010-6 Incremental Enhancement Amount, (such notice, a “Waiver Request”), each Series2010-6 Noteholder may, at its option, waive any Series 2010-6 Maximum Amount or any increase in the Series 2010-6 RequiredEnhancement Amount based upon clause (y)of any of paragraphs (ii), (iii), (iv), (v), (vi) or (vii)of the definition of the Series 2010-6 Incremental Enhancement Amount (collectively, a“Waivable Amount”) if (i)no Amortization Event exists, (ii)the Requisite Noteholders consent to such waiver and (iii) 60 days’ prior written notice of such proposed waiver is provided to the Rating Agencies,Standard& Poor’s and Xxxxx’x by the Trustee.

Upon receipt by the Trustee of a Waiver Request (a copy of which theTrustee shall promptly provide to the Rating Agencies), all amounts which would otherwise be allocated to the Series 2010-6 Excess Collection Account (collectively, the “Designated Amounts”)from the date the Trustee receives a Waiver Request through the Consent Period Expiration Date will be held by the Trustee in the Series 2010-6 Collection Account for ratable distribution as described below.

Within ten (10)Business Days after the Trustee receives a Waiver Request, the Trustee shall furnish notice thereof to theAdministrative Agent, which notice shall be accompanied by a form of consent (each a “Consent”) in the form of ExhibitC hereto by which the Series 2010-6 Noteholdersmay, on or before the Consent Period Expiration Date, consent to waiver of the applicable Waivable Amount. Upon receipt of notice of a Waiver Request, the Administrative Agent shall forward a copy of such request together with the Consent to each Non-Conduit Purchaser and Funding Agent with respect to its Related Purchaser Group. If the Trustee receives the Consents from the Requisite Noteholders agreeing to waiver of the applicable Waivable Amount withinforty-five (45)days after the Trustee notifies the Administrative Agent of a Waiver Request (the day on which such forty-five (45)day period expires, the “Consent Period Expiration Date”), (i) the applicable WaivableAmount shall be deemed waived by the consenting Series 2010-6 Noteholders, (ii)the Trustee will distribute the Designated Amounts as set forth below and (iii)the Trustee shall promptly (but in anyevent within two days) provide the Rating Agencies, Standard& Poor’s and Xxxxx’x with notice of such waiver. Any Purchaser Group from whom the Trustee has not received a Consent on or before the Consent Period Expiration Datewill be deemed not to have consented to such waiver.

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

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

(ii) any remainingDesignated Amounts to the Series 2010-6 Excess Collection Account.

If the amount distributedpursuant to clause (i)of the preceding paragraph is not sufficient to reduce the Purchaser Group Invested Amount with respect to each non-consenting Purchaser Group to zero on the date specified therein,then on each day following such Distribution Date, the Administrator will allocate to the Series 2010-6 Collection Account on a daily basis all Designated Amounts collected on such day. On each followingDistribution Date, the Trustee will withdraw such Designated Amounts from the Series 2010-6 Collection Account and deposit the same in the Series 2010-6 DistributionAccount for distribution to the Administrative Agent for the accounts of the non-consenting Purchaser Groups. Upon the receipt of funds from the Trustee pursuant to this Article V, the Administrative Agentshall pay the Designated Amounts as follows:

(a) to each Non-Conduit Purchaser orFunding Agent with respect to a non-consenting Purchaser Group, such Purchaser Group’s pro rata share based on the Purchaser Group Invested Amount with respect to such Purchaser Grouprelative to the Purchaser Group Invested Amount with respect to all non-consenting Purchaser Groups of the Designated Amounts in the Series 2010-6 Collection Account asof the applicable Determination Date up to the amount required to reduce to zero the Purchaser Group Invested Amounts with respect to all non-consenting Purchaser Groups; and

(b) any remaining Designated Amounts to the Series 2010-6 Excess Collection Account.

If the Requisite Noteholders do not timely consent to such waiver, the Designated Amounts will bere-allocated to the Series 2010-6 Excess Collection Account for allocation and distribution in accordance with the terms of the Indenture and the Related Documents.

In the event that the Series 2010-6 Rapid Amortization Period shall commence after receipt by theTrustee of a Waiver Request, all such Designated Amounts will thereafter be considered Principal Collections allocated to the Series 2010-6 Noteholders.

ARTICLE VI

CONDITIONSPRECEDENT

Section6.1. Conditions Precedent to Effectiveness of the Original Series2010-6 Supplement. The Original Series 2010-6 Supplement became effective on the date (the “Effective Date”) on which all of the following conditionsprecedent were satisfied:

(a) Documents. The Administrative Agent shall have received copiesfor each CP Conduit Purchaser and the Funding Agent and the APA Banks with respect to such Non-Conduit Purchaser, each CP Conduit Purchaser, each executed and delivered in form and substance satisfactory to itof (i)the Base Indenture, executed by a duly authorized officer of each of ABRCF and the Trustee, (ii)the Original Series 2010-6 Supplement, executed by a duly authorized officer of each of ABRCF,the Administrator, the Trustee, the Administrative Agent, the Funding Agents, the CP Conduit Purchasers and the APA Banks, (iii)each Lease, executed by a duly authorized officer of each of each Lessee party thereto, the Administrator and theLessor party thereto, (iv)each Sublease, executed by a duly authorized officer of each Lessee party thereto and each Permitted Sublessee party thereto, (v)each Loan Agreement, executed by a duly authorized officer of each of ABRCF, theLessor party thereto and the Permitted Nominees party thereto, (vi)each Vehicle Title and Lienholder Nominee Agreement, executed by the duly authorized officer of each of the Permitted Nominee party thereto, ABCR, the Lessor party thereto andthe Trustee, (vii)the Master Exchange Agreement, executed by a duly authorized officer of each of the Intermediary, AESOP Leasing, ARAC, BRAC and ABCR; (viii)the Escrow Agreement, executed by a duly authorized officer of each of theIntermediary, X.X. Xxxxxx Trust Company, N.A., JPMorgan Chase Bank, N.A., AESOP Leasing, ARAC, BRAC and ABCR; (ix)the Administration Agreement, executed by a duly authorized officer of each of ABCR, AESOP Leasing, AESOP Leasing II, ABRCF,ARAC, BRAC and the Trustee; (x)the Disposition Agent Agreement, dated as of July23, 2009, executed by a duly authorized officer of each of ABCR, ABRCF, AESOP Leasing, AESOP Leasing II, ARAC, BRAC, Lord Securities Corporation, FiservAutomotive Solutions, Inc. and the Trustee; (xi)the Back-Up Administration Agreement, dated as of July23, 2009, executed by a duly authorized officer of each of ABCR, ABRCF, AESOP Leasing, AESOPLeasing II, ARAC, BRAC, the Intermediary, Lord Securities Corporation and the Trustee (xii)each Series 2010-6 Letter of Credit (as defined in the Original Series2010-6 Supplement), if any, executed by a duly authorized officer of the applicable Series 2010-6 Letter of Credit Provider; and (xiii)each Series 2010-6 Interest Rate Cap, executed by a duly authorized officer of ABRCF and the applicable Interest Rate Cap Counterparty.

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

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

(ii) a certificate of the Secretary or an Assistant Secretary of suchPerson, dated on or prior to the Effective Date and certifying (A)that attached thereto is a true and complete copy of the bylaws, limited liability company agreement or partnership agreement of such Person, as the case may be, as in effect onthe Series 2010-6 Closing Date and at all times since a date prior to the date of the resolutions described in clause (B)below, (B) that, to the extent applicable, attached thereto is a true and completecopy of the resolutions, in form and substance reasonably satisfactory to each Funding Agent, of the Board of Directors or Managers of such Person or committees thereof authorizing the execution, delivery and performance of the Original Series 2010-6 Supplement and the Series 2010-6 Documents to which it is a party and the transactions contemplated thereby, and that such resolutions have not been amended, modified,revoked or rescinded and are in full force and effect, (C)that the certificate of incorporation or certificate of formation of such Person has not been amended since the date of the last amendment thereto shown on the certificate of goodstanding (or its equivalent) furnished pursuant to clause (i)above and (D)as to the incumbency and specimen signature of each officer or authorized signatory executing the Original Series 2010-6Supplement and any Series 2010-6 Documents or any other document delivered in connection herewith or therewith on behalf of such Person; and

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

(c) Representations and Warranties. Allrepresentations and warranties of each of ABRCF, the Administrator, AESOP Leasing, AESOP Leasing II, Original AESOP, each of the Permitted Nominees, each of the Lessees, each of the Permitted Sublessees and the Intermediary contained in each of theRelated Documents shall be true and correct as of the Series 2010-6 Closing Date.

(d) No Amortization Event, Potential Amortization Event or AESOP I Operating Lease Vehicle Deficiency. No AmortizationEvent or Potential Amortization Event in respect of the Series 2010-6 Notes or any other Series of Notes shall exist and no AESOP I Operating Lease Vehicle Deficiency shall exist.

(e) Lien Searches. The Administrative Agent shall have received a written search report listing all effective financingstatements that name ABRCF, AESOP Leasing, AESOP Leasing II, Original AESOP, each of the Permitted Nominees or ABCR as debtor or assignor and that are filed in the State of NewYork, the State of Delaware and in any other jurisdictions that theAdministrative Agent determines are necessary or appropriate, together with copies of such financing statements, and tax and judgment lien searches showing no such liens that are not permitted by the Base Indenture, the Original Series 2010-6 Supplement or the Related Documents.

(f) Legal Opinions. TheAdministrative Agent shall have received, with a counterpart addressed to each Non-Conduit Purchaser, each CP Conduit Purchaser and

the Funding Agent, the Program Support Provider and the APA Banks with respect to each CP Conduit Purchaser and the Trustee, opinions of counsel required by Section2.2(f) of the BaseIndenture and opinions of counsel with respect to such other matters as may be reasonably requested by any Funding Agent, in form and substance reasonably acceptable to the addressees thereof and their counsel.

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

(h) Establishment of Accounts. TheAdministrative Agent shall have received evidence reasonably satisfactory to it that the Series 2010-6 Collection Account, the Series 2010-6 Reserve Account and theSeries 2010-6 Distribution Account shall have been established in accordance with the terms and provisions of the Indenture.

(i) Opinion. The Administrative Agent shall have received, with a counterpart addressed to each CP Conduit Purchaser andthe Funding Agent, the Program Support Provider and the APA Banks with respect such CP Conduit Purchaser, an opinion of counsel to the Trustee as to the due authorization, execution and delivery by the Trustee of the Original Series 2010-6 Supplement and the due execution, authentication and delivery by the Trustee of the Series 2010-6 Notes.

(j) Rating Letters. Each Funding Agent shall have received a letter, in form and substance satisfactory to such FundingAgent, from each of Xxxxx’x, Standard& Poor’s and/or Fitch, as applicable, confirming the commercial paper rating of the related CP Conduit Purchaser after giving effect to such CP Conduit Purchaser’s purchase of Series 2010-6 Notes. Each Non-Conduit Purchaser and each Funding Agent shall have received a copy of a letter, in form and substance satisfactory to such Non-Conduit Purchaser and Funding Agent, from each of DBRS and Standard& Poor’s, and ABRCF and the Trustee shall have received a copy of a letter from Xxxxx’x, in each case stating that theissuance of the Series 2010-6 Notes will not result in a reduction or withdrawal of the rating (in effect immediately before the effectiveness of the Original Series2010-6 Supplement) of any outstanding Series of Notes with respect to which it is a Rating Agency. Any fees of Xxxxx’x, Standard& Poor’s, Fitch and any Rating Agency in connection with thedelivery of such letters shall have been paid by or on behalf of ABRCF.

(k) UCC Filings. The Administrative Agentshall have received (i)executed originals of any documents (including, without limitation, financing statements) required to be filed in each jurisdiction necessary to perfect the security interest of the Trustee in the Series 2010-6 Collateral and (ii)evidence reasonably satisfactory to it of each such filing and reasonably satisfactory evidence of the payment of any necessary fee or tax relating thereto.

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

Section6.2. Conditions Precedent to Effectiveness of this Supplement. This Supplementshall become effective on the date (the “A&R Effective Date”) on which the following conditions precedent shall have been satisfied:

(a) Documents. The Administrative Agent shall have received copies for eachNon-Conduit Purchaser, each CP Conduit Purchaser and the Funding Agent and the APA Banks with respect to such CP Conduit Purchaser, each executed and delivered in form and substance satisfactory to it of:(i)this Supplement; (ii)each Multi-Series Letter of Credit in effect on the A&R Effective Date, if any, executed by a duly authorized officer of the applicable Multi-Series Letter of Credit Provider; (iii)each Series 2010-6 Interest Rate Cap in effect on the A&R Effective Date, executed by a duly authorized officer of ABRCF and the applicable Interest Rate Cap Counterparty satisfying the requirements of Section3.11(a);and (iv)the Fee Letter (collectively, the “A&R Documents”).

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

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

(ii) a certificate of the Secretary or an Assistant Secretary of such Person, dated on or prior to the A&R Effective Dateand certifying (A)that attached thereto is a true and complete copy of the bylaws, limited liability company agreement or partnership agreement of such Person, as the case may be, as in effect on the A&R Effective Date and at all timessince a date prior to the date of the resolutions described in clause (B)below, (B) that, to the extent applicable, attached thereto is a true and complete copy of the resolutions, in form and substance reasonably satisfactory to each FundingAgent, of the Board of Directors or Managers of such Person or committees thereof authorizing the execution, delivery and performance of the A&R Documents to which it is a party and the transactions contemplated thereby, and that suchresolutions have not been amended, modified, revoked or rescinded and are in full force and effect, (C)that the certificate of incorporation or certificate of formation of such Person

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has not been amended since the date of the last amendment thereto shown on the certificate of good standing (or its equivalent) furnished pursuant to clause (i)above and (D)as to theincumbency and specimen signature of each officer or authorized signatory executing any A&R Documents or any other document delivered in connection herewith or therewith on behalf of such Person; and

(iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretaryexecuting any certificate pursuant to clause (ii)above that requires the certification set forth in clause(ii)(D) above.

(c) Representations and Warranties. All representations and warranties of each of ABRCF, ABCR, AESOP Leasing, AESOPLeasing II, Original AESOP, each of the Permitted Nominees, each of the Lessees, each of the Permitted Sublessees and the Intermediary contained in each of the Related Documents shall be true and correct as of the A&R Effective Date.

(e) Fees and Expenses. Each Non-Conduit Purchaser and each FundingAgent with respect to its Related Purchaser Group, the Administrative Agent and the Trustee shall have received payment of all fees, out-of-pocket expenses and otheramounts due and payable to such Purchaser Group, the Administrative Agent or the Trustee, as applicable, on or before the A&R Effective Date.

(f) Rating Letters. Each Non-Conduit Purchaser and each Funding Agent shall havereceived a copy of a letter, in form and substance satisfactory to such Non-Conduit Purchaser or Funding Agent, from DBRS stating that the long-term rating of at least “A” has been assigned by DBRSto the ClassA Notes. Each Non-Conduit Purchaser and each Funding Agent shall have received a copy of a letter, in form and substance satisfactory to suchNon-Conduit Purchaser and Funding Agent, from DBRS, and ABRCF and the Trustee shall have received a copy of a letter from Xxxxx’x and Fitch, in each case stating that the amendment and restatement of theThird A&R Series 2010-6 Supplement by this Supplement will not result in a reduction or withdrawal of the rating (in effect immediately before the effectiveness of this Supplement) of any outstandingSeries of Notes with respect to which it is a Rating Agency. Each Funding Agent shall have received a letter, in form and substance satisfactory to such Funding Agent, from each of Xxxxx’x, Standard& Poor’s and/or Fitch, asapplicable, confirming the commercial paper rating of the related CP Conduit Purchaser after the effectiveness of this Supplement. Any fees of Xxxxx’x, Standard& Poor’s, Fitch and the Rating Agencies in connection with thedelivery of such letters shall have been paid by or on behalf of ABRCF.

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(g) Notes. ABRCF shall have issued and directed the Trustee toauthenticate, and the Trustee shall have authenticated, (1)a Series 2010-6 Note in the name of the Funding Agent with respect to the Natixis Purchaser Group in an amount equal to the Maximum PurchaserGroup Invested Amount with respect to such Purchaser Group and (2)a Series 2010-6 Note in the name of the Funding Agent with respect to each other Purchaser Group whose Maximum Purchaser Group InvestedAmount is changing on the A&R Effective Date, in an amount equal to the Maximum Purchaser Group Invested Amount with respect to each such Purchaser Group, and shall have delivered such Series 2010-6 Notesto such applicable Purchasers.

(h) Certificates and Opinions. All certificates and opinions of counsel requiredunder the Base Indenture or reasonably requested by the Trustee or the Series 2010-6 Noteholders shall have been delivered to the Trustee and to the Series 2010-6Noteholders, as applicable.

ARTICLE VII

CHANGE IN CIRc*msTANCES

Section7.1. Increased Costs. (a)If any Change in Law (except with respect to Taxes which shall be governed by Section7.2)shall:

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

(ii) impose on any Affected Party or the London interbank market any other condition affecting the Indenture or the RelatedDocuments or the funding of Eurodollar Tranches by such Affected Party;

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

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

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(c) A certificate of an Affected Party setting forth the amount or amounts necessary tocompensate such Affected Party as specified in subsections (a)and (b) of this Section7.1 shall be delivered to ABRCF (with a copy to the Administrative Agent and the Funding Agent, if any, with respect to such Affected Party) and shallbe conclusive absent manifest error. Any payments made by ABRCF pursuant to this Section7.1 shall be made solely from funds available in the Series 2010-6 Distribution Account for the payment of ArticleVII Costs, shall be non-recourse other than with respect to such funds, and shall not constitute a claim against ABRCF to the extent that insufficient funds exist to make such payment. The agreements in thisSection7.1 shall survive the termination of this Supplement and the Base Indenture and the payment of all amounts payable hereunder and thereunder.

(d) Failure or delay on the part of an Affected Party to demand compensation pursuant to this Section7.1 shall not constitute a waiverof such Affected Party’s right to demand such compensation; provided that ABRCF shall not be required to compensate any Affected Party pursuant to this Section7.1 for any increased costs or reductions incurred more than 270 daysprior to the date that such Affected Party notifies ABRCF of such Affected Party’s intention to claim compensation under this Section7.1; provided, further, that, if the Change in Law giving rise to such increased costs orreductions is retroactive, then the 270-day period referred to above shall be extended to include the period of retroactive effect thereof.

(e) ABRCF acknowledges that any Affected Party may institute measures in anticipation of a Change in Law, and may commence allocating chargesto or seeking compensation from ABRCF under this Section7.1, in advance of the effective date of such Change in Law and ABRCF agrees to pay such charges or compensation to the applicable Affected Party following demand therefor in accordancewith the terms of this Section7.1 without regard to whether such effective date has occurred.

Section7.2. Taxes. (a)Anyand all payments by or on account of any obligation of ABRCF hereunder shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if ABRCF shall be required to deduct any Indemnified Taxes orOther Taxes from such payments, then (i)subject to Section7.2(c) below, the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under thisSection7.2) the recipient receives an amount equal to the sum that it would have received had no such deductions been made, (ii)ABRCF shall make such deductions and (iii)ABRCF shall pay the full amount deducted to the relevantGovernmental Authority in accordance with applicable law.

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

(c) ABRCF shall indemnify the Administrative Agent, eachNon-Conduit Purchaser, each Funding Agent, each Program Support Provider and each member of each CP Conduit Purchaser Group within the later of 10 days after written demand therefor and the Distribution Datenext following such demand for the full amount of any Indemnified Taxes or Other Taxes paid by the Administrative Agent, such Non-Conduit Purchaser, such Funding Agent, such Program Support Provider or suchmember of such CP Conduit Purchaser Group on or with respect to any payment by or on account of any obligation of ABRCF hereunder or under

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the Indenture (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section7.2) and any penalties, interest and reasonableexpenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that no Person shall be indemnifiedpursuant to this Section7.2(c) or entitled to receive additional amounts under the proviso of Section7.2(a) to the extent that the reason for such indemnification results from the failure by such Person to comply with the provisions ofSection7.2(e) or (g). A certificate as to the amount of such payment or liability delivered to ABRCF by the Administrative Agent, any Non-Conduit Purchaser, any Funding Agent, any Program SupportProvider or any member of any CP Conduit Purchaser Group shall be conclusive absent manifest error. Any payments made by ABRCF pursuant to this Section7.2 shall be made solely from funds available in the Series2010-6 Distribution Account for the payment of Article VII Costs, shall be non-recourse other than with respect to such funds, and shall not constitute a claim againstABRCF to the extent that insufficient funds exist to make such payment. The agreements in this Section shall survive the termination of this Supplement and the Base Indenture and the payment of all amounts payable hereunder and thereunder.

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

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

(f) If the Administrative Agent, any Non-Conduit Purchaser, any Funding Agent, any Program SupportProvider or any member of any CP Conduit Purchaser Group receives a refund solely in respect of Indemnified Taxes or Other Taxes, it shall pay over such refund to ABRCF to the extent that it has already received indemnity payments or additionalamounts pursuant to this Section7.2 with respect to such Indemnified Taxes or Other Taxes giving rise to the refund, net of all out-of-pocket expenses and withoutinterest (other than interest paid by the relevant Governmental Authority with respect to such refund); provided, however, that ABRCF shall, upon request of the Administrative Agent, suchNon-Conduit Purchaser, such Funding Agent, such Program Support Provider or such member of such CP Conduit Purchaser Group, repay such refund (plus interest or other charges imposed by the relevantGovernmental Authority) to the Administrative Agent, such Non-Conduit Purchaser, such Funding Agent, such Program Support Provider or such member of such CP Conduit

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Purchaser Group if the Administrative Agent, such Non-Conduit Purchaser, such Funding Agent, such Program Support Provider or such member of such CPConduit Purchaser Group is required to repay such refund to such Governmental Authority. Nothing contained herein shall require the Administrative Agent, any Non-Conduit Purchaser, any Funding Agent, anyProgram Support Provider or any member of any CP Conduit Purchaser Group to make its tax returns (or any other information relating to its taxes which it deems confidential) available to ABRCF or any other Person.

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

(i) upon or prior to becoming a party hereto, deliver to ABRCF and the Administrative Agent two (2)duly completed copiesof IRS Form X-0XXX, X-0XXX or W-9, or successor applicable forms, as the case may be, establishing a complete exemption fromwithholding of United States federal income taxes or backup withholding taxes with respect to payments under the Series 2010-6 Notes and this Supplement;

(ii) deliver to ABRCF and the Administrative Agent two (2)further copies of any such form or certification establishing acomplete exemption from withholding of United States federal income taxes or backup withholding taxes with respect to payments under the Series 2010-6 Notes and this Supplement on or before the date that anysuch form or certification expires or becomes obsolete and after the occurrence of any event requiring a change in the most recent form previously delivered by it to ABRCF; and

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

unless, in any such case, any change in treaty, law or regulation has occurred after the Series 2010-6 Closing Date (or, if later, the date the Administrative Agent, such Non-Conduit Purchaser, such Funding Agent, such Program Support Provider or such member of such CPConduit Purchaser Group becomes an indemnified party hereunder) and prior to the date on which any such delivery would otherwise be required which renders the relevant form inapplicable or which would prevent the Administrative Agent, such Non-Conduit Purchaser, such Funding Agent, such Program Support Provider or such member of such CP Conduit Purchaser Group from duly completing and delivering the relevant form with respect to it, and theAdministrative Agent, such Non-Conduit Purchaser, such Funding Agent, such Program Support Provider or such member of such CP Conduit Purchaser Group so advises ABRCF and the Administrative Agent.

(h) If a beneficial or equity owner of the Administrative Agent, a Non-Conduit Purchaser, a FundingAgent, a Program Support Provider or a member of a CP Conduit Purchaser Group (instead of the Administrative Agent, the Non-Conduit Purchaser, the Funding Agent, the Program Support Provider or the member ofthe CP Conduit Purchaser Group itself) is required under United States federal income tax law or the terms of a relevant treaty to provide IRS Form X-0XXX, X-0XXX or W-9, or any successor applicable forms, as the case may be, in order to claim an exemption from withholding of United States federal income taxes or backup withholding taxes, then each such beneficial owner orequity owner shall be considered to be the Administrative Agent, a Non-Conduit Purchaser, a Funding Agent, a Program Support Provider or a member of a CP Conduit Purchaser Group for purposes ofSection7.2(g).

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(i) If a payment made to a recipient would be subject to U.S. Federal withholding taximposed by FATCA if such recipient were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section1471(b) or 1472(b) of the Code, as applicable), such recipient shall deliver to the payor at thetime or times prescribed by law and at such time or times reasonably requested by the payor such documentation prescribed by applicable law (including as prescribed by Section1471(b)(3)(C)(i) of the Code and any agreements entered intopursuant to Section1471(b)(1) of the Code) and such additional documentation as reasonable requested by the payor as may be necessary for the payor to determine that such recipient has complied with such recipient’s obligations underFATCA and that such recipient is not subject to any such withholding. Notwithstanding any other provision herein, if ABRCF or the Administrative Agent is required to withhold taxes under FATCA, ABRCF and the Administrative Agent shall be authorizedto deduct from payments to be made to the applicable recipient amounts representing taxes payable by such recipient under FATCA, as determined in the sole discretion of ABRCF or the Administrative Agent, and to remit such amounts to the applicablegovernmental authorities.

Section7.3. Break Funding Payments. ABRCF agrees to indemnify each Purchaser Group and to hold eachPurchaser Group harmless from any loss or expense which such Purchaser Group may sustain or incur as a consequence of (a)the failure by ABRCF to accept any Increase after ABRCF has given irrevocable notice requesting the same in accordancewith the provisions of this Supplement, (b)the conversion into or continuation of a CP Tranche or a Eurodollar Tranche that occurs other than on the last day of the applicable CP Rate Period or Eurodollar Period, (c)default by ABRCF inmaking any prepayment in connection with a Decrease after ABRCF has given irrevocable notice thereof in accordance with the provisions of Section2.5 or (d)the making of a repayment of any portion of the Purchaser Group Invested Amountwith respect to such Purchaser Group (including, without limitation, any Decrease) prior to the termination of a CP Rate Period for a CP Tranche or a Eurodollar Period for a Eurodollar Tranche or on a date other than a Distribution Date or the datecontained in a notice of Decrease, or the making of a Decrease in a greater amount than contained in any notice of a Decrease. Such indemnification shall include an amount determined by the Non-ConduitPurchaser or the Funding Agent with respect to its Related Purchaser Group and shall equal (a)in the case of the losses or expenses associated with a CP Tranche or a Eurodollar Tranche, either (x)the excess, if any, of (i)suchRelated Purchaser Group’s cost of funding the amount so paid or not so borrowed, converted or continued, for the period from the date of such payment or of such failure to borrow, convert or continue to the last day of the CP Rate Period or theEurodollar Period or applicable Series 2010-6 Interest Period (or in the case of a failure to borrow, convert or continue, the CP Rate Period or the Eurodollar Period that would have commenced on the date ofsuch prepayment or of such failure), as the case may be, over (ii)the amount of interest earned by such Related Purchaser Group upon redeployment of an amount of funds equal to the amount prepaid or not borrowed, converted or continued for acomparable period or (y)if such Related Purchaser Group is able to terminate the funding source before its scheduled maturity, any costs associated with such termination and (b)in the case of the losses or expenses incurred by aNon-Conduit

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Purchaser, LIBOR Funding CP Conduit Purchaser or Pooled Funding CP Conduit Purchaser, the losses and expenses incurred by such Non-Conduit Purchaser, LIBORFunding CP Conduit Purchaser or Pooled Funding CP Conduit Purchaser in connection with the liquidation or reemployment of deposits or other funds acquired by such Non-Conduit Purchaser, LIBOR Funding CPConduit Purchaser or Pooled Funding CP Conduit Purchaser as a result of the failure to accept an Increase, a default in the making of a Decrease or the making of a Decrease in an amount or on a date not contained in a notice of a Decrease.Notwithstanding the foregoing, any payments made by ABRCF pursuant to this subsection shall be made solely from funds available in the Series 2010-6 Distribution Account for the payment of Article VII Costs,shall be non-recourse other than with respect to such funds, and shall not constitute a claim against ABRCF to the extent that such funds are insufficient to make such payment. This covenant shall survive thetermination of this Supplement and the Base Indenture and the payment of all amounts payable hereunder and thereunder. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by any Non-Conduit Purchaser or Funding Agent on behalf of its Related Purchaser Group to ABRCF shall be conclusive absent manifest error.

Section7.4. Alternate Rate of Interest. (a)Subject to clauses (b), (c), (d), (e) and (f)of this Section7.4, if priorto the commencement of any Eurodollar Period:

(i) the Administrative Agent determines (which determination shall beconclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate (including because the LIBO Screen Rate is not available or published on a current basis) for such Eurodollar Period;provided that no Benchmark Transition Event shall have occurred at such time, or

(ii) the Administrative Agent isadvised by any APA Bank that the Adjusted LIBO Rate for such Eurodollar Period will not adequately and fairly reflect the cost to such APA Bank of making or maintaining the Eurodollar Tranches during such Eurodollar Period,

then the Administrative Agent shall give notice thereof to ABRCF and the Trustee by telephone, telecopy or electronic mail as promptly as practicablethereafter and, until the Administrative Agent notifies ABRCF and the Trustee that the circ*mstances giving rise to such notice no longer exist, the Available APA Bank Funding Amount with respect to any CP Conduit Purchaser Group (in the case ofclause (i)above) or with respect to the related CP Conduit Purchaser Group (in the case of clause (ii)above) shall not be allocated to any Eurodollar Tranche.

(b) Notwithstanding anything to the contrary herein or in any other Related Document, if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x)if a Benchmark Replacementis determined in accordance with clause (1)or (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under anyRelated Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of

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any other party to, this Supplement and (y)if a Benchmark Replacement is determined in accordance with clause (3)of the definition of “Benchmark Replacement” for suchBenchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Related Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) BusinessDay after the date notice of such Benchmark Replacement is provided to the Series 2010-6 Noteholders without any amendment to, or further action or consent of any other party to, this Supplement so long as theAdministrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Series 2010-6 Noteholders comprising the Requisite Noteholders. For the avoidance of doubt:(a)in no event shall the Trustee be responsible for (i)determining whether a Benchmark Transition Event, Term SOFR Transition Event or an Early Opt-in Election has occurred or for determining thereplacement for the Benchmark with a Benchmark Replacement and (b)in connection with any of the matters referenced in clause (a)of this sentence, the Trustee shall be entitled to conclusively rely on any determinations made by theAdministrative Agent or ABRCF in regards to such matters and shall have no liability for such actions taken at the direction of either the Administrative Agent or ABRCF.

(c) Notwithstanding anything to the contrary herein or in any other Related Document and subject to the proviso below in this paragraph, if aTerm SOFR Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then the applicable Benchmark Replacement will replace the then-currentBenchmark for all purposes hereunder or under any Related Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Supplement or any otherSeries 2010-6 Document; provided that, this clause (c)shall not be effective unless the Administrative Agent has delivered to the Series 2010-6 Noteholdersand ABRCF a Term SOFR Notice.

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

(e) The Administrative Agent will promptly notifyABRCF, the Trustee and each Purchaser Group of (i)any occurrence of a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-in Election, as applicable, (ii)the implementation ofany Benchmark Replacement, (iii)the effectiveness of any Benchmark Replacement Conforming Changes, (iv)the removal or reinstatement of any tenor of a Benchmark pursuant to clause (f)below and (v)the commencement or conclusionof any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or Purchaser Groups pursuant to this Section7.4, including any determination with respect to a tenor, rate oradjustment or of the occurrence or non-occurrence of an event, circ*mstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifesterror and may be made in its or their sole discretion and without consent from any other party to this Supplement or any other Series 2010-6 Document, except, in each case, as expressly required pursuant tothis Section7.4.

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(f) Notwithstanding anything to the contrary herein or in any other Related Document, at anytime (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including Term SOFR or LIBO Rate) and either (A)any tenor for such Benchmark is not displayed on a screen orother information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (B)the regulatory supervisor for the administrator of such Benchmark has provided a public statementor publication of information announcing that any tenor for such Benchmark is or will be no longer representative, then the Administrative Agent may modify the definition of “Eurodollar Period”, “Series2010-6 Interest Period” or “LIBO Rate” for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and(ii)if a tenor that was removed pursuant to clause (i)above either (A)is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B)is not, or is no longer, subject toan announcement that it is or will no longer be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Eurodollar Period” , “Series 2010-6 Interest Period” or “LIBO Rate” for all Benchmark settings at or after such time to reinstate such previously removed tenor.

(g) Upon ABRCF’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Available APA Bank Funding Amount withrespect to any CP Conduit Purchaser Group shall not be allocated to any Eurodollar Tranche.

(h) The interest rate with respect to(i)the Eurodollar Tranches, (ii)the CP Conduit Funded Amount with respect to any LIBOR Funding CP Conduit Purchaser and (iii)in some cases, the Purchaser Group Invested Amount with respect to anyNon-Conduit Purchaser Group is determined by reference to the LIBO Rate, which is derived from the London interbank offered rate (“LIBOR”). LIBOR is intended to represent the rate at whichcontributing banks may obtain short-term borrowings from each other in the London interbank market. On March5, 2021, the U.K. Financial Conduct Authority (“FCA”) publicly announced that: (a)immediately afterDecember31, 2021, publication of the 1-week and 2-month U.S.Dollar LIBOR settings will permanently cease; immediately after June30, 2023, publicationof the overnight and 12-month U.S.Dollar LIBOR settings will permanently cease; and immediately after June30, 2023, the 1-month, 3-month and 6-month U.S.Dollar LIBOR settings will cease to be provided or, subject to the FCA’s consideration of the case, be provided on a synthetic basis and nolonger be representative of the underlying market and economic reality they are intended to measure and that representativeness will not be restored. There is no assurance that dates announced by the FCA will not change or that the administrator ofLIBOR and/or regulators will not take further action that could impact the availability, composition, or characteristics of LIBOR or the currencies and/or tenors for which LIBOR is published. Each party to this Supplement should consult its ownadvisors to stay informed of any such developments. Public and private sector industry initiatives are currently underway to identify new or alternative reference rates to be used in place of LIBOR. Upon the occurrence of a Benchmark TransitionEvent, a Term SOFR Transition Event or an Early Opt-in Election, Section7.4(b) and (c)provide the mechanism for determining an alternative rate of interest. The Administrative Agent

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will promptly notify ABRCF, the Trustee and each Purchaser Group pursuant to Section7.4(e), of any change to the reference rate upon which the interest rate on the portions of the Series 2010-6 Invested Amount listed above is based. However, the Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, the administration, submission,performance or any other matter related to LIBOR or other rates in the definition of “LIBO Rate” or with respect to any alternative or successor rate thereto, or replacement rate thereof (including, without limitation, (i)any suchalternative, successor or replacement rate implemented pursuant to Section7.4(b) or (c), whether upon the occurrence of a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-inElection, and (ii)the implementation of any Benchmark Replacement Conforming Changes pursuant to Section7.4(d)), including without limitation, whether the composition or characteristics of any such alternative, successor or replacementreference rate will be similar to, or produce the same value or economic equivalence of, the LIBO Rate or have the same volume or liquidity as did the London interbank offered rate prior to its discontinuance or unavailability. The AdministrativeAgent and its affiliates and/or other related entities may engage in transactions that affect the calculation of any successor or alternative rate (including any Benchmark Replacement) and/or any relevant adjustments thereto, in each case, in amanner adverse to ABRCF. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain any Benchmark or any component thereof, in each case pursuant to the terms of this Agreement, and shall have noliability to ABRCF, any Purchaser Group or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwiseand whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.

Section7.5. Mitigation Obligations. If an Affected Party requests compensation under Section7.1, or if ABRCF is required to payany additional amount to any Purchaser Group or any Governmental Authority for the account of any Purchaser Group pursuant to Section7.2, then, upon written notice from ABRCF, such Affected Party or Purchaser Group, as the case may be, shalluse commercially reasonable efforts to designate a different lending office for funding or booking its obligations hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, which pays a price forsuch assignment which is acceptable to such Purchaser Group and its assignee, in the judgment of such Affected Party or Purchaser Group, such designation or assignment (i)would eliminate or reduce amounts payable pursuant to Section7.1or 7.2, as the case may be, in the future and (ii)would not subject such Affected Party or Purchaser Group to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Affected Party or Purchaser Group. ABRCF herebyagrees to pay all reasonable costs and expenses incurred by such Affected Party or Purchaser Group in connection with any such designation or assignment.

ARTICLE VIII

REPRESENTATIONS AND WARRANTIES, COVENANTS

Section8.1. Representations and Warranties of ABRCF and the Administrator (a)ABRCF and the Administrator each hereby representsand warrants to the Trustee, the Administrative Agent, each Funding Agent, each CP Conduit Purchaser, each Committed Note Purchaser, each APA Bank and each Non-Conduit Purchaser that:

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(i) each and every of their respective representations and warrantiescontained in the Related Documents is true and correct as of the A&R Effective Date and true and correct in all material respects (other than any such representation or warranty that is qualified by materiality, which shall be true and correct)as of the date of each Increase; and

(ii) as of the A&R Effective Date, they have not engaged, in connection with theoffering of the Series 2010-6 Notes, in any form of general solicitation or general advertising within the meaning of Rule 502(c) under the Securities Act.

(b) ABRCF hereby represents and warrants to the Trustee, the Administrative Agent, each Funding Agent, each CP Conduit Purchaser, eachCommitted Note Purchaser, each APA Bank and each Non-Conduit Purchaser that each of the Series 2010-6 Notes has been duly authorized and executed by ABRCF and when dulyauthenticated by the Trustee and delivered to the Funding Agents in accordance with the terms of this Supplement will constitute legal, valid and binding obligations of ABRCF enforceable in accordance with their terms, except as enforceabilitythereof may be limited by bankruptcy, insolvency, or other similar laws relating to or affecting generally the enforcement of creditors’ rights or by general equitable principles.

(c) The Administrator hereby represents and warrants to the Trustee, the Administrative Agent, eachNon-Conduit Purchaser, each Committed Note Purchaser, each Funding Agent, each CP Conduit Purchaser and each APA Bank, as of the A&R Effective Date, as of each Increase Date and as of the date of deliveryof each Monthly Noteholders Statement that (i)as an “originator” for purposes of the Securitisation Regulations, it continues to hold the Retained Interest on such date in accordance with Section8.2(n), (ii) it has not sold orsubjected the Retained Interest to any credit risk mitigation or any short positions or any other hedge, or transferred or otherwise surrendered all or part of its rights, benefits or obligations arising from or associated with the RetainedInterest, in a manner which would be contrary to the Securitisation Regulations and (iii)it (A) was not established for, and does not operate for, the sole purpose of securitizing exposures, (B)has, and shall continue to invest in andhold assets, securities and other investments excluding the Retained Interest, and (C)has, and shall continue to have, the capacity to meet its general payment and other obligations and absorb credit loss through resources other than theRetained Interest.

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

(e) The Administrator hereby represents and warrants to the Trustee, the Administrative Agent, each Funding Agent, each CP Conduit Purchaser,each Committed Note Purchaser, each APA Bank and each Non-Conduit Purchaser that it has implemented and maintains in effect policies and procedures designed to ensure compliance by the Administrator,

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its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, and the Administrator, its Subsidiaries and their respectiveofficers and directors and to the knowledge of the Administrator its employees and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects and are not knowingly engaged in any activity that wouldreasonably be expected to result in the Administrator or any of its Subsidiaries being designated as a Sanctioned Person. None of the Administrator, any Subsidiary or any of their respective directors, officers or employees is a Sanctioned Person.No use of proceeds of any Increase will directly or, knowingly, indirectly violate Anti-Corruption Laws or applicable Sanctions.

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

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

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

Section8.2. Covenants of ABRCF and the Administrator. ABRCF and the Administrator hereby agree, in addition to their obligationshereunder, that:

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

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(b) they shall afford eachNon-Conduit Purchaser, each Funding Agent with respect to a CP Conduit Purchaser Group, each Committed Note Purchaser, the Trustee or any representatives of any suchNon-Conduit Purchaser, Funding Agent or the Trustee access to all records relating to the Leases, the Subleases, the Vehicles, the Manufacturer Programs and the Loan Agreements at any reasonable time duringregular business hours, upon reasonable prior notice (and with one Business Day’s prior notice if an Amortization Event with respect to the Series 2010-6 Notes shall have been deemed to have occurred orshall have been declared to have occurred), for purposes of inspection and shall permit such Non-Conduit Purchaser, such Funding Agent, such Committed Note Purchaser, the Trustee or any representative of such Non-Conduit Purchaser, such Committed Note Purchaser, such Funding Agent or the Trustee to visit any of ABRCF’s or the Administrator’s, as the case may be, offices or properties during regular businesshours and as often as may reasonably be desired to discuss the business, operations, properties, financial and other conditions of ABRCF or the Administrator with their respective officers and employees and with their independent certified publicaccountants;

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

(d) they shall provide to the Administrative Agent simultaneously with delivery to the Trustee copies of information furnishedto the Trustee or ABRCF pursuant to the Related Documents as such information relates to all Series of Notes generally or specifically to the Series 2010-6 Notes or the Series2010-6 Collateral. The Administrative Agent shall distribute to each Non-Conduit Purchaser and each Funding Agent copies of all information delivered to it pursuant tothis Section8.2(d);

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

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

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

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

(i) they shall provide to the Administrative Agent, each Non-ConduitPurchaser and each Funding Agent, on each Determination Date, a calculation of the Series 2010-6 Incremental Enhancement Amount as of the last day of the Related Month with respect to such Determination Date;

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

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

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

(m) they shall provide to the Administrative Agent on October1 of each year, beginning on October1, 2013, anOpinion of Counsel to the effect that no UCC financing or continuation statements are required to be filed with respect to any of the Collateral in which a security interest may be perfected by the filing of UCC financing statements;

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

(i) hold and maintain the Retained Interest in an amount and in a manner as required or permitted by the SecuritisationRegulations for so long as the Series 2010-6 Notes are outstanding and not change the manner in which it retains the Retained Interest except to the extent permitted under the Securitisation Regulations;

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

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(iii) in connection with and accompanying each Monthly NoteholdersStatement, confirm to the Trustee that it continues to comply with this subsection (i)and (ii) of this Section8.2(n);

(iv) promptly provide notice to each such Series 2010-6 Noteholder in the event that itfails to comply with subsection (i)or (ii) of this Section8.2(n);

(v) promptly notify each Series 2010-6 Noteholder of any material change to the form or other terms or characteristics of the Retained Interest since the delivery of the most recent Monthly Noteholders Statement; and

(vi) provide any and all information requested by any Series 2010-6 Noteholder that anysuch Series 2010-6 Noteholder would reasonably require in order for such Series 2010-6 Noteholder to comply with its obligations under the Securitisation Regulations;provided that (x)compliance by the Administrator with this clause (vi)shall be at the expense of the requesting Non-Conduit Purchaser, Funding Agent, CP Conduit Purchaser or APA Bank and(y)nothing in this clause (vi)shall oblige the Administrator to provide any information in the form of any template prescribed for purposes of Article 7 of the Securitisation Regulations, or to take any other action in accordance with,or in a manner contemplated by, such Article 7 of the Securitisation Regulations unless otherwise agreed with a Series 2010-6 Noteholder;

(o) on and after the A&R Effective Date, the Administrator (or, to the extent permitted by the U.S. Risk Retention Rules, amajority-owned affiliate of the Administrator) shall continue to comply with all requirements imposed by the U.S. Risk Retention Rules, including, without limitation (1)complying with the post-closing disclosure requirements set forth inSection4(c)(1)(ii) of the U.S. Risk Retention Rules in an appropriate method that does not require any involvement of the Administrative Agent, any CP Conduit Purchaser, any Funding Agent, any APA Bank, any Committed Note Purchaser or any Non-Conduit Purchaser, (2)complying with the records maintenance requirements set forth in Section4(d) of the U.S. Risk Retention Rules, and (3)complying and causing compliance with the hedging,transfer and financing prohibitions set forth in Section12 of the U.S. Risk Retention Rules for the duration required by the U.S. Risk Retention Rules;

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

(q) they will include in each Monthly Noteholder’s Statement a calculation of the Series2010-6 Post-Twenty Fourth Month Measurement Month Average (including all applicable underlying calculations);

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

(s) as soon as practicable following any change that would result in ABRCF no longer being able to make the representation inSection8.1(e), ABRCF shall give the Administrative Agent notice thereof and shall provide the Administrative Agent with a Beneficial Ownership Certification.

ARTICLE IX

THEADMINISTRATIVE AGENT

Section9.1. Appointment. Each of the Non-Conduit Purchasers, CPConduit Purchasers, the APA Banks and the Funding Agents hereby irrevocably designates and appoints the Administrative Agent as the agent of such Person under this Supplement and irrevocably authorizes the Administrative Agent, in such capacity, totake such action on its behalf under the provisions of this Supplement and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Supplement, together with such other powers as arereasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Supplement, the Administrative Agent shall not have any duties or responsibilities except those expressly set forth herein, or any fiduciary relationshipwith any Non-Conduit Purchaser, any CP Conduit Purchaser, any APA Bank or any Funding Agent, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into thisSupplement or otherwise exist against the Administrative Agent.

Section9.2. Delegation of Duties. The Administrative Agent mayexecute any of its duties under this Supplement by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining tosuch duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care.

Section9.3. Exculpatory Provisions. Neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates shall be (i)liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with the BaseIndenture, this Supplement or any other Related Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s own grossnegligence or willful misconduct) or (ii)responsible in any manner to any of the Non-Conduit Purchasers, the CP Conduit Purchasers, the APA Banks or the Funding Agents for any recitals, statements,representations or warranties made by ABRCF, the Lessors, the Lessees, the Permitted Sublessees, the Intermediary, the Administrator or any officer thereof contained in this Supplement or any other Related Document or in any certificate, report,statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Supplement or any other Related Document or for the value, validity, effectiveness, genuineness, enforceability orsufficiency of this Supplement, any other Related Document, or for any failure of any of ABRCF, the Lessors, the Lessees, the Permitted

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Sublessees, the Intermediary or the Administrator to perform its obligations hereunder or thereunder. The Administrative Agent shall not be under any obligation to any Non-Conduit Purchaser, any CP Conduit Purchaser, any APA Bank or any Funding Agent to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, thisSupplement, any other Related Document or to inspect the properties, books or records of ABRCF, the Lessors, the Lessees, the Permitted Sublessees, the Intermediary or the Administrator.

Section9.4. Reliance by Administrative Agent. The Administrative Agent shall be entitled to rely, and shall be fully protected inrelying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, telecopy, telex or teletype message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent ormade by the proper Person or Persons and upon advice and statements of legal counsel (including, without limitation, counsel to ABRCF or the Administrator), independent accountants and other experts selected by the Administrative Agent. TheAdministrative Agent may deem and treat the registered holder of any Series 2010-6 Note as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall havebeen filed with the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Supplement or any other Related Document unless it shall first receive such advice or concurrence of theRequisite Noteholders, as it deems appropriate or it shall first be indemnified to its satisfaction by the Non-Conduit Purchasers and the Funding Agents against any and all liability and expense which may beincurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Supplement and the other Related Documents in accordancewith a request of the Requisite Noteholders (unless, in the case of any action relating to the giving of consent hereunder, the giving of such consent requires the consent of all Series 2010-6 Noteholders),and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Non-Conduit Purchasers, the CP Conduit Purchasers, the APA Banks and the Funding Agents.

Section9.5. Notice of Administrator Default or Amortization Event or Potential Amortization Event. The Administrative Agent shall not bedeemed to have knowledge or notice of the occurrence of any Amortization Event or Potential Amortization Event or any Administrator Default unless the Administrative Agent has received written notice from aNon-Conduit Purchaser, a CP Conduit Purchaser, an APA Bank, a Funding Agent, ABRCF or the Administrator referring to the Indenture or this Supplement, describing such Amortization Event or PotentialAmortization Event, or Administrator Default and stating that such notice is a “notice of an Amortization Event or Potential Amortization Event” or “notice of an Administrator Default,” as the case may be. In the event that theAdministrative Agent receives such a notice, the Administrative Agent shall give notice thereof to the Non-Conduit Purchasers, the Funding Agents, the Trustee, ABRCF and the Administrator. The AdministrativeAgent shall take such action with respect to such event as shall be reasonably directed by the Requisite Noteholders, provided that unless and until the Administrative Agent shall have received such directions, the Administrative Agent may(but shall not be obligated to) take such action, or refrain from taking such action, with respect to such event as it shall deem advisable in the best interests of the Purchaser Groups.

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Section9.6. Non-Reliance on the AdministrativeAgent and Other Purchaser Groups. Each of the Non-Conduit Purchasers, the CP Conduit Purchasers, the APA Banks and the Funding Agents expressly acknowledges that neither the Administrative Agent nor any of itsofficers, directors, employees, agents, attorneys-in-fact or Affiliates has made any representations or warranties to it and that no act by the Administrative Agenthereinafter taken, including any review of the affairs of ABRCF, the Lessors, the Lessees, the Permitted Sublessees, the Intermediary or the Administrator shall be deemed to constitute any representation or warranty by the Administrative Agent toany such Person. Each of the Non-Conduit Purchasers, the CP Conduit Purchasers, the APA Banks and the Funding Agents represents to the Administrative Agent that it has, independently and without reliance uponthe Administrative Agent or any other Non-Conduit Purchaser, CP Conduit Purchaser, APA Bank or Funding Agent and based on such documents and information as it has deemed appropriate, made its own appraisal ofand investigation into the business, operations, property, financial and other condition and creditworthiness of ABRCF, the Lessors, the Lessees, the Permitted Sublessees, the Intermediary and the Administrator and made its own decision to enterinto this Supplement. Each of the Non-Conduit Purchasers, the CP Conduit Purchasers, the APA Banks and the Funding Agents also represents that it will, independently and without reliance upon theAdministrative Agent or any other Non-Conduit Purchaser, CP Conduit Purchaser, APA Bank or Funding Agent, and based on such documents and information as it shall deem appropriate at the time, continue to makeits own credit analysis, appraisals and decisions in taking or not taking action under this Supplement and the other Related Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property,financial and other condition and creditworthiness of ABRCF, the Lessors, the Lessees, the Permitted Sublessees, the Intermediary and the Administrator. Except for notices, reports and other documents expressly required to be furnished to the Non-Conduit Purchasers and the Funding Agents by the Administrative Agent hereunder, the Administrative Agent shall have no duty or responsibility to provide any Non-ConduitPurchaser, any CP Conduit Purchaser, any APA Bank or any Funding Agent with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of ABRCF, the Lessors, theLessees, the Permitted Sublessees, the Intermediary or the Administrator which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates.

Section9.7. Indemnification. Each Non-Conduit Purchaser and each of the APA Banks in a CP Conduit Purchaser Group agrees to indemnify the Administrative Agent in its capacity as such (to the extent not reimbursed by ABRCF and the Administrator andwithout limiting the obligation of ABRCF and the Administrator to do so), ratably according to their respective Commitment Percentages (or, if indemnification is sought after the date upon which the Commitments shall have terminated, ratably inaccordance with their respective Purchaser Group Invested Amounts ) in effect on the date on which indemnification is sought under this Section9.7 (or if indemnification is sought after the date upon which the Commitments shall have terminatedand the Purchaser Group Invested Amounts shall have been reduced to zero ratably in accordance with their Commitment Percentages immediately prior to their termination) from and against any and all liabilities, obligations, losses, damages,penalties, actions, judgments, suits, costs, expenses or disbursem*nts of any kind whatsoever which may at any time be imposed on, incurred by or asserted against the Administrative Agent in any way relating to or arising out of this Supplement, anyof the other Related Documents or any documents

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contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Administrative Agent under or in connection with any ofthe foregoing; provided that no Non-Conduit Purchaser, APA Bank or Funding Agent shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions,judgments, suits, costs, expenses or disbursem*nts that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the Administrative Agent’s gross negligence or willful misconduct. The agreementsin this Section shall survive the payment of all amounts payable hereunder.

Section9.8. The Administrative Agent in Its IndividualCapacity. The Administrative Agent and its Affiliates may make loans to, accept deposits from and generally engage in any kind of business with ABRCF, the Administrator or any of their Affiliates as though the Administrative Agent were not theAdministrative Agent hereunder. With respect to any Series 2010-6 Note held by the Administrative Agent, the Administrative Agent shall have the same rights and powers under this Supplement and the otherRelated Documents as any APA Bank or Funding Agent and may exercise the same as though it were not the Administrative Agent, and the terms “APA Bank,” and “Funding Agent” shall include the Administrative Agent in its individualcapacity.

Section9.9. Resignation of Administrative Agent; Successor Administrative Agent. The Administrative Agent may resign asAdministrative Agent at any time by giving 30 days’ notice to the Non-Conduit Purchasers, the Funding Agents, the Trustee, ABRCF and the Administrator. If JPMorgan Chase shall resign as AdministrativeAgent under this Supplement, then the Requisite Noteholders shall appoint a successor administrative agent from among the Non-Conduit Purchasers and Funding Agents, which successor administrative agent shallbe approved by ABRCF and the Administrator (which approval shall not be unreasonably withheld or delayed) whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term “AdministrativeAgent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed onthe part of such former Administrative Agent or any of the parties to this Supplement. If no successor administrative agent has accepted appointment as Administrative Agent prior to the effective date of the resignation of the Administrative Agent,the retiring Administrative Agent may appoint, after consulting with the Non-Conduit Purchasers, the Funding Agents, the Administrator and ABRCF, a successor Administrative Agent from among the Non-Conduit Purchasers and the Funding Agents. If no successor administrative agent has accepted appointment by the date which is thirty (30)days following a retiring Administrative Agent’s notice ofresignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Administrator shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as theRequisite Noteholders appoint a successor administrative agent as provided for above. After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Article IX shall inure to its benefit as to any actionstaken or omitted to be taken by it while it was Administrative Agent under this Supplement.

Section9.10. Erroneous Payments.(a)Each Funding Agent and Non-Conduit Purchaser hereby agrees that (x)if the Administrative Agent notifies such Funding

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Agent or Non-Conduit Purchaser that the Administrative Agent has determined in its sole discretion that any funds received by any member of the relatedPurchaser Group from the Administrative Agent or any of its Affiliates (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise; individually and collectively, a “Payment”) were erroneouslytransmitted to such member of such Purchaser Group (whether or not known to such member of such Purchaser Group), and demands the return of such Payment (or a portion thereof), such member of such Purchaser Group shall promptly, but in no eventlater than one Business Day thereafter, return to the Administrative Agent the amount of any such Payment (or portion thereof) as to which such a demand was made in same day funds, together with interest thereon in respect of each day from andincluding the date such Payment (or portion thereof) was received by such member of such Purchaser Group to the date such amount is repaid to the Administrative Agent at the greater of the Federal Funds Effective Rate and a rate determined by theAdministrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect, and (y)to the extent permitted by applicable law, such member of such Purchaser Group shall not assert, and hereby waives, asto the Administrative Agent, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent for the return of any Paymentsreceived, including without limitation any defense based on “discharge for value” or any similar doctrine. A notice of the Administrative Agent to any Funding Agent or Non-Conduit Purchaser underthis Section9.10(a) shall be conclusive, absent manifest error.

(b) Each member of a Purchaser Group hereby further agrees that ifit receives a Payment from the Administrative Agent or any of its Affiliates (x)that is in a different amount than, or on a different date from, that specified in a notice of payment sent by the Administrative Agent (or any of its Affiliates)with respect to such Payment (a “Payment Notice”) or (y)that was not preceded or accompanied by a Payment Notice, it shall be on notice, in each such case, that an error has been made with respect to such Payment. Each memberof a Purchaser Group agrees that, in each such case, or if it otherwise becomes aware a Payment (or portion thereof) may have been sent in error, such member of such Purchaser Group shall promptly notify the Administrative Agent of such occurrenceand, upon demand from the Administrative Agent, it shall promptly, but in no event later than one Business Day thereafter, return to the Administrative Agent the amount of any such Payment (or portion thereof) as to which such a demand was made insame day funds, together with interest thereon in respect of each day from and including the date such Payment (or portion thereof) was received by such member of such Purchaser Group to the date such amount is repaid to the Administrative Agent atthe greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect.

ARTICLE X

THE FUNDINGAGENTS

Section10.1. Appointment. Each CP Conduit Purchaser and each APA Bank with respect to such CP Conduit Purchaser herebyirrevocably designates and appoints the Funding Agent set forth next to such CP Conduit Purchaser’s name on Schedule I as the agent of such Person under this Supplement and irrevocably authorizes such Funding Agent, in such capacity, to takesuch action on its behalf under the provisions of this Supplement and to exercise

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such powers and perform such duties as are expressly delegated to such Funding Agent by the terms of this Supplement, together with such other powers as are reasonably incidental thereto.Notwithstanding any provision to the contrary elsewhere in this Supplement, each Funding Agent shall not have any duties or responsibilities except those expressly set forth herein, or any fiduciary relationship with any CP Conduit Purchaser or APABank and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Supplement or otherwise exist against each Funding Agent.

Section10.2. Delegation of Duties. Each Funding Agent may execute any of its duties under this Supplement by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Each Funding Agent shall not be responsible to any CP ConduitPurchaser or any APA Bank in its CP Conduit Purchaser Group for the negligence or misconduct of any agents or attorneys in-fact selected by it with reasonable care.

Section10.3. Exculpatory Provisions. Each Funding Agent and any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates shall not be (i)liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with the BaseIndenture, this Supplement or any other Related Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s own grossnegligence or willful misconduct) or (ii)responsible in any manner to any of the CP Conduit Purchasers and/or APA Banks for any recitals, statements, representations or warranties made by ABRCF, the Lessors, the Lessees, the PermittedSublessees, the Intermediary, the Administrator, the Administrative Agent, or any officer thereof contained in this Supplement or any other Related Document or in any certificate, report, statement or other document referred to or provided for in,or received by such Funding Agent under or in connection with, this Supplement or any other Related Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Supplement, any other Related Document, or forany failure of any of ABRCF, the Lessors, the Lessees, the Permitted Sublessees, the Intermediary, the Administrative Agent, or the Administrator to perform its obligations hereunder or thereunder. Each Funding Agent shall not be under anyobligation to any CP Conduit Purchaser or any APA Bank in its CP Conduit Purchaser Group to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Supplement, any other RelatedDocument or to inspect the properties, books or records of ABRCF, the Lessors, the Lessees, the Permitted Sublessees, the Intermediary, the Administrative Agent, or the Administrator.

Section10.4. Reliance by Each Funding Agent. Each Funding Agent shall be entitled to rely, and shall be fully protected in relying, uponany writing, resolution, notice, consent, certificate, affidavit, letter, telecopy, telex or teletype message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by theproper Person or Persons and upon advice and statements of legal counsel (including, without limitation, counsel to ABRCF or the Administrator), independent accountants and other experts selected by such Funding Agent. Each Funding Agent shall befully justified in failing or refusing to take any action under this Supplement or any other Related Document unless it shall first receive such advice or concurrence of the Related Purchaser Group, as it deems appropriate or it shall first beindemnified to its satisfaction by the Related Purchaser Group against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action.

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Section10.5. Notice of Administrator Default or Amortization Event or PotentialAmortization Event. Each Funding Agent shall not be deemed to have knowledge or notice of the occurrence of any Amortization Event or Potential Amortization Event or any Administrator Default unless such Funding Agent has received written noticefrom a Non-Conduit Purchaser, a CP Conduit Purchaser, an APA Bank, ABRCF, the Administrative Agent or the Administrator referring to the Indenture or this Supplement, describing such Amortization Event orPotential Amortization Event, or Administrator Default and stating that such notice is a “notice of an Amortization Event or Potential Amortization Event” or “notice of an Administrator Default,” as the case may be. In the eventthat any Funding Agent receives such a notice, such Funding Agent shall give notice thereof to the CP Conduit Purchasers and APA Banks in its CP Conduit Purchaser Group. Such Funding Agent shall take such action with respect to such event as shallbe reasonably directed by the CP Conduit Purchasers and APA Banks in its CP Conduit Purchaser Group, provided that unless and until such Funding Agent shall have received such directions, such Funding Agent may (but shall not be obligated to)take such action, or refrain from taking such action, with respect to such event as it shall deem advisable in the best interests of the CP Conduit Purchaser and APA Banks in its CP Conduit Purchaser Group.

Section10.6. Non-Reliance on Each Funding Agent and Other CP Conduit Purchaser Groups. Each CPConduit Purchaser and each of the related APA Banks expressly acknowledge that neither its Funding Agent nor any of its officers, directors, employees, agents,attorneys-in-fact or Affiliates has made any representations or warranties to it and that no act by such Funding Agent hereinafter taken, including any review of theaffairs of ABRCF, the Lessors, the Lessees, the Permitted Sublessees, the Intermediary, the Administrative Agent, or the Administrator shall be deemed to constitute any representation or warranty by such Funding Agent to any such Person. Each CPConduit Purchaser and each of the related APA Banks represents to its Funding Agent that it has, independently and without reliance upon such Funding Agent and based on such documents and information as it has deemed appropriate, made its ownappraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness of ABRCF, the Lessors, the Lessees, the Permitted Sublessees, the Intermediary, the Administrative Agent, and theAdministrator and made its own decision to enter into this Supplement. Each CP Conduit Purchaser and each of the related APA Banks also represents that it will, independently and without reliance upon its Funding Agent and based on such documentsand information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Supplement and the other Related Documents, and to make such investigation as itdeems necessary to inform itself as to the business, operations, property, financial and other conditions and creditworthiness of ABRCF, the Lessors, the Lessees, the Permitted Sublessees, the Intermediary, the Administrative Agent, and theAdministrator.

Section10.7. Indemnification. Each APA Bank in a CP Conduit Purchaser Group agrees to indemnify its Funding Agent inits capacity as such (to the extent not reimbursed by ABRCF and the Administrator and without limiting the obligation of ABRCF and the Administrator to do so), ratably according to its respective APA Bank Percentage in effect on

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the date on which indemnification is sought under this Section10.7 (or if indemnification is sought after the date upon which the Commitments shall have been terminated, ratably inaccordance with its APA Bank Percentage at the time of termination) from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursem*nts of any kind whatsoever which may atany time be imposed on, incurred by or asserted against such Funding Agent in any way relating to or arising out of this Supplement, any of the other Related Documents or any documents contemplated by or referred to herein or therein or thetransactions contemplated hereby or thereby or any action taken or omitted by such Funding Agent under or in connection with any of the foregoing; provided that no APA Bank shall be liable for the payment of any portion of such liabilities,obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursem*nts that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from such related Funding Agent’sgross negligence or willful misconduct. The agreements in this Section shall survive the payment of all amounts payable hereunder.

ARTICLE XI

GENERAL

Section11.1. Successors and Assigns. (a)This Supplement shall be binding upon and inure to the benefit of the partieshereto and their respective successors and assigns, except that (i)ABRCF may not assign or transfer any of its rights under this Supplement without the prior written consent of all of the Series 2010-6Noteholders, (ii)no Non-Conduit Purchaser may assign or transfer any of its rights under this Supplement other than pursuant to paragraph (e)or (f) below, (iii)no CP Conduit Purchaser mayassign or transfer any of its rights under this Supplement other than in accordance with the Asset Purchase Agreement with respect to such CP Conduit Purchaser or otherwise to the APA Bank with respect to such CP Conduit Purchaser or a ProgramSupport Provider with respect to such CP Conduit Purchaser or pursuant to clause (b)or (e) below of this Section11.1, (iv) no APA Bank may assign or transfer any of its rights or obligations under this Supplement except to a ProgramSupport Provider or pursuant to clause (c), (d) or (e)below of this Section11.1 and (v)no Committed Note Purchaser may assign or transfer any of its rights under this Supplement unless such assignment or transfer is to ABG or anAffiliate of ABG pursuant to a transfer supplement, substantially in the form of Exhibit P (the “ClassR Supplement”), executed by such acquiring Committed Note Purchaser, such assigning Committed NotePurchaser and the Administrative Agent, ABRCF and the Administrator and delivered to the Administrative Agent.

(b) Without limiting theforegoing, each CP Conduit Purchaser may assign all or a portion of the Purchaser Group Invested Amount with respect to such CP Conduit Purchaser and its rights and obligations under this Supplement and any other Related Documents to which it is aparty to a Conduit Assignee with respect to such CP Conduit Purchaser. Prior to or concurrently with the effectiveness of any such assignment (or if impracticable, immediately thereafter), the assigning CP Conduit Purchaser shall notify theAdministrative Agent, ABRCF, the Trustee and the Administrator thereof. Upon such assignment by a CP Conduit Purchaser to a Conduit Assignee, (A)such Conduit Assignee shall be the owner of the Purchaser Group Invested Amount or such portionthereof with respect to such CP Conduit Purchaser, (B)the related administrative or managing agent for such Conduit Assignee will act as the

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administrative agent for such Conduit Assignee hereunder, with all corresponding rights and powers, express or implied, granted to the Funding Agent hereunder or under the other RelatedDocuments, (C)such Conduit Assignee and its liquidity support provider(s) and credit support provider(s) and other related parties shall have the benefit of all the rights and protections provided to such CP Conduit Purchaser herein and in theother Related Documents (including, without limitation, any limitation on recourse against such Conduit Assignee as provided in this paragraph), (D) such Conduit Assignee shall assume all of such CP Conduit Purchaser’s obligations, if any,hereunder or under the Base Indenture or under any other Related Document with respect to such portion of the Purchaser Group Invested Amount and such CP Conduit Purchaser shall be released from such obligations, (E)all distributions inrespect of the Purchaser Group Invested Amount or such portion thereof with respect to such CP Conduit Purchaser shall be made to the applicable agent or administrative agent, as applicable, on behalf of such Conduit Assignee, (F)thedefinitions of the terms “Monthly Funding Costs” and “Discount” shall be determined in the manner set forth in the definition of “Monthly Funding Costs” and “Discount” applicable to such CP Conduit Purchaseron the basis of the interest rate or discount applicable to commercial paper issued by such Conduit Assignee (rather than such CP Conduit Purchaser), (G)the defined terms and other terms and provisions of this Supplement, the Base Indentureand the other Related Documents shall be interpreted in accordance with the foregoing, and (H)if requested by the Administrative Agent or the agent or administrative agent with respect to the Conduit Assignee, the parties will execute anddeliver such further agreements and documents and take such other actions as the Administrative Agent or such agent or administrative agent may reasonably request to evidence and give effect to the foregoing. No assignment by any CP ConduitPurchaser to a Conduit Assignee of the Purchaser Group Invested Amount with respect to such CP Conduit Purchaser shall in any way diminish the obligations of the APA Bank with respect to such CP Conduit Purchaser under Section2.3 to fund anyIncrease.

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

(d) Any APA Bank may, in the ordinary course of its business and in accordance with applicable law, at any timesell to one or more financial institutions or other entities (“APA Bank Participants”) participations in its APA Bank Percentage of the Commitment Amount with respect to it and the other APA Banks included in the related CP ConduitPurchaser Group, its ClassA Note and its rights hereunder pursuant to documentation in form and substance satisfactory to such APA Bank and the APA Bank Participant; provided, however, that (i)in the event of any such saleby an APA Bank to an APA Bank Participant, (A)such APA Bank’s obligations under this Supplement shall remain unchanged, (B)such APA Bank shall remain solely responsible for the performance thereof and (C)ABRCF and theAdministrative Agent shall continue to deal solely and directly with such APA Bank in

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connection with its rights and obligations under this Supplement and (ii)no APA Bank shall sell any participating interest under which the APA Bank Participant shall have rights to approveany amendment to, or any consent or waiver with respect to, this Supplement, the Base Indenture or any Related Document, except to the extent that the approval of such amendment, consent or waiver otherwise would require the unanimous consent of allAPA Banks hereunder. An APA Bank Participant shall have the right to receive Article VII Costs but only to the extent that the related selling APA Bank would have had such right absent the sale of the related participation and, with respect toamounts due pursuant to Section7.2, only to the extent such APA Bank Participant shall have complied with the provisions of Section7.2(e) and (g)as if such APA Bank Participant were the Administrative Agent, a Funding Agent, aProgram Support Provider or a member of a CP Conduit Purchaser Group.

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

(f) AnyNon-Conduit Purchaser may, in the ordinary course of its business and in accordance with applicable law, at any time sell to one or more financial institutions or other entities (“Non-Conduit Purchaser Participants”) participations in its Commitment, its ClassA Note and its rights hereunder pursuant to documentation in form and substance satisfactory to such Non-Conduit Purchaser and the Non-Conduit Purchaser Participant; provided, however, that (i)in the event of any such sale by a Non-Conduit Purchaser to a Non-Conduit Purchaser Participant, (A)such Non-Conduit Purchaser’s obligations under thisIndenture Supplement shall remain unchanged, (B)such Non-Conduit Purchaser shall remain solely responsible for the performance thereof and (C)ABRCF and the Administrative Agent shall continue todeal solely and directly with such Non-Conduit Purchaser in connection with its rights and obligations under this Indenture Supplement and (ii)no Non-ConduitPurchaser shall sell any participating interest under which the Non-Conduit Purchaser Participant shall have rights to approve any amendment to, or any consent or waiver with respect to, this Supplement, theBase Indenture or any Related Document, except to the extent that the approval of such amendment, consent or waiver otherwise would require the unanimous consent of all Series 2010-6 Noteholders hereunder. A Non-Conduit Purchaser Participant shall have the right to receive Article VII Costs but only to the extent that the related selling Non-Conduit Purchaser would have had suchright absent the sale of the related participation and, with respect to amounts due pursuant to Section7.2, only to the extent such Non-Conduit Purchaser Participant shall have complied with theprovisions of Sections 7.2(e) and (g)as if such Non-Conduit Purchaser Participant were a Non-Conduit Purchaser.

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

(h) Notwithstanding any other provision of this Supplement to the contrary, (i)any Non-ConduitPurchaser, any APA Bank or any Program Support Provider may at any time pledge or grant a security interest in all or any portion of its rights under its ClassA Note and this Supplement to secure obligations of such Non-Conduit Purchaser, such APA Bank or such Program Support Provider to a Federal Reserve Bank or other central bank and (ii)any CP Conduit Purchaser may at any time pledge or grant a security interest in allor any portion of its rights under the ClassA Note held by its Funding Agent to any collateral trustee in order to comply with Rule 3a-7 under the Investment Company Act or otherwise to secureobligations of such CP Conduit Purchaser under its Commercial Paper, in each case without notice to or consent of the Administrative Agent, the Issuer or the Administrator; provided that no such pledge or grant of a security interest shallrelease a Non-Conduit Purchaser, a CP Conduit Purchaser or an APA Bank from any of its obligations hereunder or substitute any such pledgee or grantee for suchNon-Conduit Purchaser, such CP Conduit Purchaser or such APA Bank as a party hereto.

Section11.2. Securities Law. Each Non-Conduit Purchaser, CP Conduit Purchaser, Committed NotePurchaser and APA Bank hereby represents and warrants to ABRCF that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act and has sufficient assets to bear the economic risk of, andsufficient knowledge and experience in financial and business matters to evaluate the merits and risks of, its investment in a Series 2010-6 Note. Each Non-ConduitPurchaser, CP Conduit Purchaser, Committed Note Purchaser and APA Bank agrees that its Series 2010-6 Note will be acquired for investment only and not with a view to any public distribution thereof, and thatsuch Non-Conduit Purchaser, CP Conduit Purchaser, Committed Note Purchaser and APA Bank will not offer to sell or otherwise dispose of its Series 2010-6 Note (or anyinterest therein) in violation of any of the registration requirements of the Securities Act, or any applicable state or other securities laws. Each Non-Conduit Purchaser, CP Conduit Purchaser, Committed NotePurchaser and APA Bank acknowledges that it has no right to require ABRCF to register its Series 2010-6 Note under the Securities Act or any other securities law. EachNon-Conduit Purchaser, CP Conduit Purchaser, Committed Note Purchaser and APA Bank hereby confirms and agrees that in connection with any transfer by it of an interest in the Series 2010-6 Note, such Non-Conduit Purchaser, CP Conduit Purchaser, Committed Note Purchaser or APA Bank has not engaged and will not engage in a general solicitation or generaladvertising including advertisem*nts, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by any generalsolicitation or general advertising.

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Section11.3. Adjustments; Set-off. (a)Ifany member of a Purchaser Group (a “Benefited Purchaser Group”) shall at any time receive in respect of its Purchaser Group Invested Amount any distribution of principal, interest, Commitment Fees or any interest thereon, or receiveany collateral in respect thereof (whether voluntarily or involuntarily, by set-off or otherwise) in a greater proportion than any such distribution received by any other Purchaser Group, if any, in respect ofsuch other Purchaser Group’s Purchaser Group Invested Amount, or interest thereon, such Benefited Purchaser Group shall purchase for cash from the other Purchaser Group such portion of such other Purchaser Group’s interest in the Series 2010-6 Notes, or shall provide such other Purchaser Group with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Purchaser Group to share the excess paymentor benefits of such collateral or proceeds ratably with the other Purchaser Group; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Purchaser Group, suchpurchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. ABRCF agrees that any Purchaser Group so purchasing a portion of another Purchaser Group’s Purchaser Group InvestedAmount may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Purchaser Group were the direct holder of such portion.

(b) In addition to any rights and remedies of the Purchaser Groups provided by law, each member of a Purchaser Group shall have the right,without prior notice to ABRCF, any such notice being expressly waived by ABRCF to the extent permitted by applicable law, upon any amount becoming due and payable by ABRCF hereunder or under the Series 2010-6Notes to set-off and appropriate and apply against any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in anycurrency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Purchaser Group to or for the credit or the account of ABRCF. Each Non-ConduitPurchaser, CP Conduit Purchaser and APA Bank agrees promptly to notify ABRCF, the Administrator and the Administrative Agent after any such set-off and application made by such CP Conduit Purchaser or APABank; provided that the failure to give such notice shall not affect the validity of such set-off and application.

Section11.4. No Bankruptcy Petition (a)Each of the Administrative Agent, the Non-ConduitPurchasers, the CP Conduit Purchasers, the Committed Note Purchasers, the APA Banks and the Funding Agents hereby covenants and agrees that, prior to the date which is one year and one day after the later of payment in full of all Series of Notes,it will not institute against, or join any other Person in instituting against, ABRCF any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other similar proceedings under any federal or state bankruptcy or similarlaw.

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

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

Section11.5. Limited Recourse (a)Notwithstanding anything tothe contrary contained herein, any obligations of each CP Conduit Purchaser hereunder to any party hereto are solely the corporate or limited liability company obligations of such CP Conduit Purchaser and shall be payable at such time as funds arereceived by or are available to such CP Conduit Purchaser in excess of funds necessary to pay in full all of its outstanding Commercial Paper and, to the extent funds are not available to pay such obligations, the claims relating thereto shall notconstitute a claim against such CP Conduit Purchaser but shall continue to accrue. Each party hereto agrees that the payment of any claim (as defined in Section101 of Title 11 of the Bankruptcy Code) of any such party against a CP ConduitPurchaser shall be subordinated to the payment in full of all of its Commercial Paper.

(b) No recourse under any obligation, covenant oragreement of any CP Conduit Purchaser contained herein shall be had against any incorporator, stockholder, member, officer, director, employee or agent of such CP Conduit Purchaser, its administrative agent, the Funding Agent with respect to such CPConduit Purchaser or any of their Affiliates by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that this Supplement is solely a corporate orlimited liability company obligation of such CP Conduit Purchaser individually, and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, member, officer, director, employee or agent of such CP ConduitPurchaser, its administrative agent, the Funding Agent with respect to such CP Conduit Purchaser or any of its Affiliates (solely by virtue of such capacity) or any of them under or by reason of any of the obligations, covenants or agreements ofsuch CP Conduit Purchaser contained in this Supplement, or implied therefrom, and that any and all personal liability for breaches by such CP Conduit Purchaser of any of such obligations, covenants or agreements, either at common law or at equity,or by statute, rule or regulation, of every such incorporator, stockholder, member, officer, director, employee or agent is hereby expressly waived as a condition of and in consideration for the execution of this Supplement; provided that theforegoing shall not relieve any such Person from any liability it might otherwise have as a result of fraudulent actions taken or omissions made by them. The provisions of this Section11.5 shall survive termination of this Supplement.

Section11.6. Costs and Expenses. ABRCF agrees to pay on demand (x)all reasonable out-of-pocket costs and expenses of the Administrative Agent (including, without limitation, reasonable fees and disbursem*nts of counsel to the Administrative Agent) and of each Purchaser Group (including inconnection with the preparation, execution and delivery of this Supplement the reasonable fees and disbursem*nts of one counsel, other than counsel to the Administrative Agent, for all such Purchaser Groups) in connection with (i)thepreparation, execution and delivery of this Supplement and the other Related Documents and any amendments or waivers of, or consents under, any such documents (including the fees of any rating agency to confirm the commercial paper rating of therelated CP Conduit Purchaser) and (ii)the enforcement by the Administrative Agent, any Non-Conduit Purchaser or any Funding

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Agent of the obligations and liabilities of ABRCF, the Lessors, the Lessees, the Permitted Sublessees, the Intermediary and the Administrator under the Indenture, this Supplement, the otherRelated Documents or any related document and all costs and expenses, if any (including reasonable counsel fees and expenses), in connection with the enforcement of this Supplement and the other Related Documents and (y)all reasonable out ofpocket costs and expenses of the Administrative Agent (including, without limitation, reasonable fees and disbursem*nts of counsel to the Administrative Agent) in connection with the administration of this Supplement and the other Related Documents.Any payments made by ABRCF pursuant to this Section11.6 shall be made solely from funds available in the Series 2010-6 Distribution Account for the payment of Article VII Costs, shall be non-recourse other than with respect to such funds, and shall not constitute a claim against ABRCF to the extent that insufficient funds exist to make such payment. The agreements in this Section shall survive thetermination of this Supplement and the Base Indenture and the payment of all amounts payable hereunder and thereunder.

Section11.7.Exhibits. The following exhibits attached hereto supplement the exhibits included in the Base Indenture.


Exhibit A:		Forms of Variable Funding Note
Exhibit A-1:		Form of Variable Funding Note, ClassA
Exhibit A-2:		Form of Variable Funding Note, ClassR

Exhibit B:		Form of Increase Notice

Exhibit C:		Form of Consent

Exhibit D:		Form of Series 2010-6 Demand Note

Exhibit E:		Form of Multi-Series Letter of Credit

Exhibit F:		Form of Lease Payment Deficit Notice

Exhibit G:		Form of Demand Notice

Exhibit H:		Form of Transfer Supplement

Exhibit I:		Form of Purchaser Group Supplement

Exhibit J:		Form of Supplemental Indenture No.4 to the Base Indenture

Exhibit K:		Form of Amendment to the Master Exchange Agreement

Exhibit L:		Form of Amendment to the AESOP I Operating Lease

Exhibit M:		Form of Amendment to the Finance Lease

Exhibit N:		Form of Amendment to the AESOP I Operating Lease Loan Agreement

Exhibit O:		Form of Amendment to the AESOP I Finance Lease Loan Agreement

Exhibit P:		Form of ClassR Supplement

Exhibit Q:		Form of Amendment to the Escrow Agreement

Exhibit R:		Form of Amendment to Administration Agreement

Exhibit S:		Form of Amendment to the AESOP II Operating Lease

Section11.8. Ratification of Base Indenture. As supplemented by this Supplement, the Base Indenture isin 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.

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Section11.9. Counterparts. This Supplement may be executed in any number ofcounterparts, each of which so executed shall be deemed to be an original, but all of such counterparts shall together constitute but one and the same instrument. Delivery of an executed counterpart of a signature page to this Supplement byfacsimile or electronic mail in a “pdf” file shall be effective as delivery of a manually executed counterpart of this Supplement. The parties agree that this Supplement may be executed and delivered by electronic signatures and that thesignatures appearing on this Supplement are the same as handwritten signatures for the purposes of validity, enforceability and admissibility. The words “execution,” “signed,” “signature,” “delivery,” andwords of like import in or relating to this Supplement or any document to be signed in connection with this Supplement shall be deemed to include electronic signatures, deliveries or the keeping of records in electronic form. Any document accepted,executed or agreed to in conformity with such laws will be binding on all parties hereto to the same extent as if it were physically executed and each party hereby consents to the use of any third party electronic signature capture service providersas may be reasonably chosen by a signatory hereto.

Section11.10. Governing Law. This Supplement shall be construed in accordancewith the law of the State of NewYork, and the obligations, rights and remedies of the parties hereto shall be determined in accordance with such law.

Section11.11. Amendments. This Supplement may be modified or amended from time to time in accordance with the terms of the BaseIndenture; provided, however, that if, pursuant to the terms of the Base Indenture or this Supplement, the consent of the Required Noteholders is required for an amendment or modification of this Supplement, such requirement shall besatisfied if such amendment or modification is consented to by the Requisite Noteholders and the ClassR Noteholders; provided, further, that any amendment that would materially and adversely affect any Series 2010-6 Noteholder shall also require that Standard& Poor’s has confirmed that such amendment shall not result in a withdrawal or downgrade of the rating of the Commercial Paper issued by, or for thebenefit of, any CP Conduit Purchaser whose Commercial Paper is rated by Standard& Poor’s at the time of such amendment; provided, further, that notwithstanding any of the foregoing to the contrary, the AdministrativeAgent and ABRCF shall have the ability to replace the LIBO Rate with a Benchmark Replacement and the Administrative Agent and ABRCF shall have the ability to make any related Benchmark Replacement Conforming Changes in accordance with the terms ofSection7.4.

Section11.12. Discharge of Indenture. Notwithstanding anything to the contrary contained in the Base Indenture,no discharge of the Indenture pursuant to Section11.1(b) of the Base Indenture will be effective as to the Series 2010-6 Notes without the consent of the Requisite Noteholders and the ClassRNoteholders.

Section11.13. Capitalization of ABRCF. ABRCF agrees that on the Series 2010-6Closing Date and on the date of any increase in the Series 2010-6 Maximum Invested Amount it will have capitalization in an amount equal to or greater than 3% of the sum of (x)the Series 2010-6 Maximum Invested Amount and (y)the invested amount of each other Series of Notes outstanding on such date.

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Section11.14. Series 2010-6 Demand Notes.Other than pursuant to a demand thereon pursuant to Section3.5, ABRCF shall not reduce the amount of the Series 2010-6 Demand Notes or forgive amounts payable thereunder so that the outstanding principalamount of the Series 2010-6 Demand Notes after such reduction or forgiveness is less than the Series 2010-6 Allocated Multi-Series Letter of Credit Liquidity Amount.ABRCF shall not agree to any amendment of the Series 2010-6 Demand Notes without the consent of the Requisite Noteholders and without first satisfying the Rating Agency Confirmation Condition and the RatingAgency Consent Condition.

Section11.15. Termination of Supplement. This Supplement shall cease to be of further effect when alloutstanding Series 2010-6 Notes theretofore authenticated and issued have been delivered (other than destroyed, lost, or stolen Series 2010-6 Notes which have beenreplaced or paid) to the Trustee for cancellation and ABRCF has paid all sums payable hereunder and, if the Series 2010-6 Demand Note Payment Amount on the Multi-Series Letter of Credit Termination Date wasgreater than zero, the Series 2010-6 Cash Collateral Account Surplus shall equal zero, the Demand Note Preference Payment Amount shall have been reduced to zero and all amounts have been withdrawn from theSeries 2010-6 Cash Collateral Account in accordance with Section3.8(h).

Section11.16.Collateral Representations and Warranties of ABRCF. ABRCF hereby represents and warrants to the Trustee, the Administrative Agent, each Funding Agent, each Purchaser Group and each Committed Note Purchaser that:

(a) the Base Indenture creates a valid and continuing security interest (as defined in the applicable UCC) in the Collateral infavor of the Trustee for the benefit of the Noteholders, which security interest is prior to all other liens, and is enforceable as such as against creditors of and purchasers from ABRCF. This Supplement will create a valid and continuing securityinterest (as defined in the applicable UCC) in the Series 2010-6 Collateral in favor of the Trustee for the benefit of the Series 2010-6 Noteholders, which securityinterest is prior to all other liens, and is enforceable as such as against creditors of and purchasers from ABRCF.

(b)The Collateral and the Series 2010-6 Collateral (in each case, other than the Vehicles) consist of “instruments,” “general intangibles” and “deposit accounts” within the meaningof the applicable UCC.

(c) ABRCF owns and has good and marketable title to the Collateral and the Series 2010-6 Collateral free and clear of any lien, claim or encumbrance of any Person.

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

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

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(f) With respect to the portion of the Collateral and the Series 2010-6 Collateral that consists of deposit or securities accounts maintained with a bank other than the Trustee (collectively, the “Bank Accounts”), ABRCF has delivered to the Trustee a fullyexecuted agreement pursuant to which the bank maintaining the Bank Accounts has agreed to comply with all instructions originated by the Trustee directing disposition of the funds in the Bank Accounts without further consent by ABRCF. The BankAccounts are not in the name of any person other than ABRCF or the Trustee. ABRCF has not consented to the bank maintaining the Bank Accounts to comply with instructions of any person other than the Trustee.

(g) Other than the security interest granted to the Trustee under the Base Indenture and this Supplement, ABRCF has notpledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral or the Series 2010-6 Collateral. ABRCF has not authorized the filing of and is not aware of any financingstatements against ABRCF that includes a description of collateral covering the Collateral other than any financing statement under the Base Indenture or that has been terminated. ABRCF is not aware of any judgment or tax lien filings against ABRCF.

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

Section11.17. No Waiver; Cumulative Remedies. No failure to exercise and no delay in exercising, on the part of the Trustee, theAdministrative Agent, any Non-Conduit Purchaser, any Funding Agent, any CP Conduit Purchaser or any APA Bank, any right, remedy, power or privilege hereunder shall operate as a waiver thereof; nor shall anysingle or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein providedare cumulative and not exhaustive of any rights, remedies, powers and privileges provided by law.

Section11.18. Waiver of Setoff.Notwithstanding any other provision of this Supplement or any other agreement to the contrary, all payments to the Administrative Agent, the Non-Conduit Purchasers, the Funding Agents, the CP ConduitPurchasers and the APA Banks hereunder shall be made without set-off or counterclaim.

Section11.19. Notices. All notices, requests, instructions and demands to or upon any party hereto to be effective shall be given(i)in the case of ABRCF, the Administrator and the Trustee, in the manner set forth in Section13.1 of the Base Indenture and (ii)in the case of the Administrative Agent, the Non-ConduitPurchasers, the Committed Note Purchaser, the CP Conduit Purchasers, the APA Banks and the Funding Agents, in writing, and, unless otherwise expressly provided herein, shall be deemed to have been duly given or made

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when delivered by hand or three days after being deposited in the mail, postage prepaid, in the case of facsimile or electronic mail notice, when received, or in the case of overnight aircourier, one Business Day after the date such notice is delivered to such overnight courier, addressed as follows in the case of the Administrative Agent and to the addresses therefor set forth in Schedule I, in the case of the Non-Conduit Purchasers, the Committed Note Purchaser, the CP Conduit Purchasers, the APA Banks and the Funding Agents; or to such other address as may be hereafter notified by the respective parties hereto:

Administrative Agent:

JPMorgan Chase Bank, N.A.

c/o JPMorgan Securities LLC

00 Xxxxx Xxxxxxxx - 00xx Xxxxx

Xxxxxxx, XX 00000

Attention: Asset-Backed Finance

Fax (000) 000-0000

Section11.20. Confidential Information (a)The Trustee and each Series 2010-6 Noteholderwill maintain the confidentiality of all Confidential Information in accordance with procedures adopted by the Trustee or such Series 2010-6 Noteholder in good faith to protect Confidential Information ofthird parties delivered to such Person; provided, that such Person may deliver or disclose Confidential Information to: (i)such Person’s directors, trustees, officers, employees, agents, attorneys, independent or internal auditorsand affiliates who agree to hold confidential the Confidential Information substantially in accordance with the terms of this Section11.20; (ii)(x) such Person’s financial advisors and other professional advisors or (y)in thecase of a CP Conduit Purchaser (or any administrative agent on its behalf), any collateral trustee appointed by such CP Conduit Purchaser in order to comply with Rule 3a-7 under the Investment Company Act, ineach case, who agree to hold confidential the Confidential Information substantially in accordance with the terms of this Section11.20; (iii)any other Series 2010-6 Noteholder; (iv)any Personof the type that would be, to such Person’s knowledge, permitted to acquire Series 2010-6 Notes in accordance with the requirements of the Indenture to which such Person sells or offers to sell any suchSeries 2010-6 Note or any part thereof or any participation therein and that agrees to hold confidential the Confidential Information substantially in accordance with this Section11.20 (or in accordancewith 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 InsuranceCommissioners 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 holdconfidential the Confidential Information substantially in accordance with this Section11.20 (or in accordance with such other confidentiality procedures as are acceptable to ABRCF); (viii) any Person acting as a placement agent or dealer withrespect to any commercial paper (provided that any Confidential Information provided to any such placement agent or dealer does not reveal the identity of ABG or any of its Affiliates); (ix) any other Person with the consent of ABRCF; or(x)any other Person to which such delivery or disclosure may be necessary or appropriate (A)to effect compliance with any law, rule, regulation, statute or order applicable to such Person, (B)in response to any subpoena or otherlegal process upon prior notice to ABRCF (unless

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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 2010-6 Notes has occurred and iscontinuing, 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 Series2010-6 Notes, the Indenture or any other Related Document; and provided, further, however, that delivery to Series 2010-6 Noteholders of any reportor information required by the terms of the Indenture to be provided to Series 2010-6 Noteholders shall not be a violation of this Section11.20. Each Series 2010-6Noteholder agrees, except as set forth in clauses (v), (vi) and (x)above, that it shall use the Confidential Information for the sole purpose of making an investment in the Series 2010-6 Notes oradministering its investment in the Series 2010-6 Notes. In the event of any required disclosure of the Confidential Information by such Series 2010-6 Noteholder, suchSeries 2010-6 Noteholder agrees to use reasonable efforts to protect the confidentiality of the Confidential Information. Each Series 2010-6 Noteholder, by itsacceptance of a Series 2010-6 Note, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section11.20.

(b) For the purposes of this Section11.20, “Confidential Information” means information delivered to the Trustee or any Series2010-6 Noteholder by or on behalf of ABRCF in connection with and relating to the transactions contemplated by or otherwise pursuant to the Indenture and the Related Documents; provided, that such termdoes not include information that: (i)was publicly known or otherwise known to the Trustee or such Series 2010-6 Noteholder prior to the time of such disclosure; (ii)subsequently becomes publiclyknown through no act or omission by the Trustee, any Series 2010-6 Noteholder or any person acting on behalf of the Trustee or any Series 2010-6 Noteholder;(iii)otherwise is known or becomes known to the Trustee or any Series 2010-6 Noteholder other than (x)through disclosure by ABRCF or (y)as a result of the breach of a fiduciary duty to ABRCFor a contractual duty to ABRCF; or (iv)is allowed to be treated as non-confidential by consent of ABRCF.

Section11.21. Information. (a)The Trustee shall promptly provide to the Administrative Agent a copy of each notice, opinion ofcounsel, certificate or other item delivered to, or required to be provided by, the Trustee pursuant to this Supplement or any other Related Document.

(b) ABRCF shall promptly provide to the Administrative Agent a copy of the financial information andany other materials required to bedelivered to ABRCF pursuant to Section31.5(i) and (ii)under the Leases. The Administrative Agent shall provide copies of all such information and other materials furnished to it by ABRCF pursuant to this Section11.21 to eachFunding Agent and each Non-Conduit Purchaser.

Section11.22. Waiver of Jury Trial, etc. EACHOF 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 CONNECTIONWITH, THIS SUPPLEMENT, THE SERIES 2010-6 NOTES OR ANY OTHER SERIES 2010-6 DOCUMENTS, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN),OR ACTIONS OF THE PARTIES HERETO. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE PARTIES HERETO TO ENTER INTO THIS SUPPLEMENT.

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Section11.23. Submission to Jurisdiction. EACH OF THE PARTIES HERETO HEREBYIRREVOCABLY 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 OFNEWYORK, OVER ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENT, THE SERIES 2010-6 NOTES OR ANY OTHER SERIES 2010-6 DOCUMENT AND EACH OF THEPARTIES 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 EXTENTPERMITTED 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 2010-6 NOTES OR ANY OTHER SERIES 2010-6 DOCUMENT IN ANY OTHER COUNTRY, STATE OR PLACE HAVING JURISDICTION OVER SUCH ACTION OR PROCEEDING.

Section11.24. Addition of Purchaser Group; Reallocation of Commitments. Pursuant to Section2.6(e) of the Third A&R Series 2010-6 Supplement, ABRCF hereby adds Versailles Assets LLC as an Additional CP Conduit Purchaser (the “Natixis Conduit”), Natixis, New York Branch as the Related Additional APA Bank (together, with theNatixis Conduit, the “Natixis Purchaser Group”) and Natixis, New York Branch as the related Additional Funding Agent with the applicable Maximum Purchaser Group Invested Amount set forth on Schedule I to this Supplement. The PurchaserGroup Addition Date with respect to such addition shall be the A&R Effective Date. By its execution hereof, (x)the Administrative Agent consents to such additions and (y)the Administrative Agent and each other Purchaser Group waiveany advance notice requirement pursuant to Section2.6(e) of the Third A&R Series 2010-6 Supplement solely in connection with such additions. The parties hereto agree and acknowledge that the NatixisPurchaser Group takes the interests being assigned hereunder by the other Purchaser Groups without recourse, representation or warranty from such Purchaser Groups.

Section11.25. Consent to Certain Amendments. Each Series 2010-6 Noteholder, by executing thisSupplement, hereby agrees and consents to (i)the execution by ABRCF of a Supplemental Indenture to the Base Indenture substantially in the form of ExhibitJ hereto, (ii)the execution of an amendment to the Master ExchangeAgreement substantially in the form of ExhibitK hereto, (iii)the execution of an amendment to the AESOP I Operating

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Lease in the form of Exhibit L hereto, (iv)the execution of an amendment to the Finance Lease in the form of Exhibit M hereto, (v)the execution of an amendment to theAESOP I Operating Lease Loan Agreement in the form of Exhibit N hereto, (vi)the execution of an amendment to the AESOP I Finance Lease Loan Agreement in the form of Exhibit O hereto, (vii)the execution of an amendment tothe Escrow Agreement in the form of Exhibit Q hereto, (viii)the execution of an amendment to the Administration Agreement in the form of Exhibit R hereto and (ix)the execution of an amendment to the AESOP II Operating Leasesubstantially in the form of Exhibit S hereto. Such agreement and consent will apply to each proposed amendment set forth in Exhibits J, K, L, M, N, O, Q, R and S individually,and the failure to adopt any of the amendments set forth therein will not revoke the agreement and consent with respect to any other amendment.

Section11.26. U.S. Patriot Act Notice. Each Funding Agent and Non-Conduit Purchaser that issubject to the requirements of the U.S. Patriot Act (Title III of Pub.: 107-56 (the “Patriot Act”) hereby notifies ABRCF that, pursuant to Section326 thereof, it is required to obtain,verify and record information that identifies ABRCF, including the name and address of ABRCF and other information allowing such Funding Agent and Non-Conduit Purchaser to identify ABRCF in accordance with thePatriot Act.

Section11.27. Acknowledgement Regarding Any Supported QFCs. (a)To the extent that the Related Documentsprovide support, through a guarantee or otherwise, for any Swap Agreement (including any Series 2010-6 Interest Rate Cap) or any other agreement or instrument that is a QFC (such support, “QFC CreditSupport”, and each such QFC, a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act andTitle II of the Xxxx-Xxxxx Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicablenotwithstanding that the Related Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or of the United States or any other state of the United States): (b) In the event a Covered Entity thatis party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest andobligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effectiveunder the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the United States or a state of the United States. In the event aCovered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Related Documents that might otherwise apply to such Supported QFC or any QFC Credit Supportthat may be exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Transaction Documents were governedby the laws of the United States or a state of the United States.

(b) As used in thisSection11.27, the following terms have the following meanings:

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

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

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

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

Section11.28. Acknowledgement and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary in this Supplement, in any Related Document or in any other agreement, arrangement or understanding among any suchparties, each party hereto acknowledges that any liability of any Affected Financial Institution arising under this Supplement or any Related Document may be subject to the Write-Down and Conversion Powers of the applicable Resolution Authority andagrees and consents to, and acknowledges and agrees to be bound by:

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

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

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

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

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

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


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

By:		/s/ Xxxxx Xxxxxxxx
		Name: Xxxxx Xxxxxxxx
		Title: Senior Vice President and Treasurer


THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee and Series 2010-6 Agent

By:		/s/ Xxxxxxxx X. Xxxxxxxx
		Name: Xxxxxxxx X. Xxxxxxxx
		Title: Vice President


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

By:		/s/ Xxxx X. Xxxxxx
		Name: Xxxx X. Xxxxxx
		Title: Executive Director

AGREED, ACKNOWLEDGED AND CONSENTED:


LIBERTY STREET FUNDING LLC, as a CP Conduit Purchaser under the Series 2010-6 Supplement

By:		/s/ Xxxxx X. Xxxxxxxx
		Name: Xxxxx X. Xxxxxxxx
		Title: Vice President

THE BANK OF NOVA SCOTIA, as a Funding Agent and an APA Bank under the Series 2010-6 Supplement

By:		/s/ Xxxxxxx Xxx
		Name: Xxxxxxx Xxx
		Title: Managing Director


CAFCO, LLC, as a CP Conduit Purchaser under the Series 2010-6 Supplement

By:		Citibank, N.A., as
		Attorney-in-fact

By:		/s/ Xxxxx Xxxxx
		Name: Xxxxx Xxxxx
		Title: Vice President

CHARTA, LLC, as a CP Conduit Purchaser under the Series 2010-6 Supplement

By:		Citibank, N.A., as
		Attorney-in-fact

By:		/s/ Xxxxx Xxxxx
		Name: Xxxxx Xxxxx
		Title: Vice President

XXXXXX, LLC, as a CP Conduit Purchaser under the Series 2010-6 Supplement

By:		Citibank, N.A., as
		Attorney-in-fact

By:		/s/ Xxxxx Xxxxx
		Name: Xxxxx Xxxxx
		Title: Vice President


CRC FUNDING, LLC, as a CP Conduit Purchaser under the Series 2010-6 Supplement

By:		Citibank, N.A., as
		Attorney-in-fact

By:		/s/ Xxxxx Xxxxx
		Name: Xxxxx Xxxxx
		Title: Vice President

CITIBANK, N.A., as an APA Bank under the Series2010-6 Supplement

By:		/s/ Xxxxxx Xxxxx
		Name: Xxxxxx Xxxxx
		Title: Vice President

CITIBANK, N.A., as a Funding Agent under the Series2010-6 Supplement

By:		/s/ Xxxxxx Xxxxx
		Name: Xxxxxx Xxxxx
		Title: Vice President


XXXXXX CAPITAL S.A., as a CP Conduit Purchaser under the Series 2010-6 Supplement

By:		/s/ Xxxxxx Xxxxx
		Name: Xxxxxx Xxxxx
		Title: Managing Director

SOCIETE GENERALE, as a Funding Agent and an APA Bank under the Series 2010-6 Supplement

By:		/s/ Xxxxxx Xxxxx
		Name: Xxxxxx Xxxxx
		Title: Managing Director


CHARIOT FUNDING LLC, as a CP Conduit Purchaser under the Series 2010-6 Supplement

By:		/s/ Xxxx X. Xxxxxx
		Name: Xxxx X. Xxxxxx
		Title: Executive Director

JPMORGAN CHASE BANK, N.A. as a Funding Agent under the Series 2010-6 Supplement

By:		/s/ Xxxx X. Xxxxxx
		Name: Xxxx X. Xxxxxx
		Title: Executive Director

JPMORGAN CHASE BANK, N.A. as an APA Bank under the Series 2010-6 Supplement

By:		/s/ Xxxx X. Xxxxxx
		Name: Xxxx X. Xxxxxx
		Title: Executive Director


ATLANTIC ASSET SECURITIZATION LLC, as a CP Conduit Purchaser under the Series 2010-6 Supplement

By:		/s/ Xxxxx Xxxxxxx
		Name: Xxxxx Xxxxxxx
		Title: Managing Director

By:		/s/ Xxxxxxx Xxxxxx
		Name: Xxxxxxx Xxxxxx
		Title: Managing Director

CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as a Funding Agent and an APA Bankunder the Series 2010-6 Supplement

By:		/s/ Xxxxx Xxxxxxx
		Name: Xxxxx Xxxxxxx
		Title: Managing Director

By:		/s/ Xxxxxxx Xxxxxx
		Name: Xxxxxxx Xxxxxx
		Title: Managing Director


BANK OF AMERICA, NATIONAL ASSOCIATION, as aNon-Conduit Purchaser under the Series 2010-6 Supplement

By:		/s/ Xxxx X. Xxxxxxxx
		Name: Xxxx X. Xxxxxxxx
		Title: Managing Director


THUNDER BAY FUNDING, LLC, as a CP Conduit Purchaser under the Series 2010-6 Supplement

By:		Royal Bank of Canada, as
		Attorney-in-fact

By:		/s/ Xxxxx X. Xxxxxx
		Name: Xxxxx X. Xxxxxx
		Title: Authorized Signatory

ROYAL BANK OF CANADA, as a Funding Agent and an APA Bank under the Series 2010-6 Supplement

By:		/s/ Xxxxx X. Xxxxxx
		Name: Xxxxx X. Xxxxxx
		Title: Authorized Signatory

By:		/s/ Xxxx Xxxx
		Name: Xxxx Xxxx
		Title: Authorized Signatory


XXXXXXXX FUNDING CORPORATION, as a CP Conduit Purchaser under the Series 2010-6 Supplement

By:		/s/ Xxxxx X. XxXxxxxxx
		Name: Xxxxx X. XxXxxxxxx
		Title: Vice President

BNP PARIBAS, as a Funding Agent and an APA Bank under the Series 2010-6 Supplement

By:		/s/ Xxxxxx Xxxxxxx
		Name: Xxxxxx Xxxxxxx
		Title: Managing Director

By:		/s/ Xxxxxxxx Xxxxx
		Name: Xxxxxxxx Xxxxx
		Title: Director


BANK OF MONTREAL, as an APA Bank under the Series2010-6 Supplement

By:		/s/ Xxxxx Xxxxx
		Name: Xxxxx Xxxxx
		Title: Director

FAIRWAY FINANCE COMPANY, LLC, as a CP Conduit Purchaser under the Series 2010-6 Supplement

By:		/s/ Xxxxxx Xxxxx
		Name:
		Title:

BMO CAPITAL MARKETS CORP., as Funding Agent under the Series 2010-6 Supplement

By:		/s/ Xxxx Xxxxxx
		Name: Xxxx Xxxxxx
		Title: Managing Director


VICTORY RECEIVABLES CORPORATION, as CP Conduit Purchaser under the Series 2010-6 Supplement

By:		/s/ Xxxxx X. Xxxxxxxx
		Name: Xxxxx X. Xxxxxxxx
		Title:

MUFG BANK, LTD. F/K/A THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as Funding Agentunder the Series 2010-6 Supplement

By:		/s/ Xxxxxxxxxxx Xxxx
		Name: Xxxxxxxxxxx Xxxx
		Title: Managing Director

MUFG BANK, LTD. F/K/A THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as an APA Bank underthe Series 2010-6 Supplement

By:		/s/ Xxxxxxxxxxx Xxxx
		Name: Xxxxxxxxxxx Xxxx
		Title: Managing Director


LLOYDS BANK PLC, as a Non-Conduit Purchaserunder the Series 2010-6 Supplement

By:		/s/ Xxxxxx Xxxxxxx
		Name: Xxxxxx Xxxxxxx
		Title: Director


TRUIST BANK, as a Non-Conduit Purchaserunder the Series 2010-6 Supplement

By:		/s/ Xxxxx Xxxxxxx
		Name: Xxxxx Xxxxxxx
		Title: Senior Vice President


VERSAILLES ASSETS LLC, as CP Conduit Purchaser under the Series 2010-6 Supplement

By:	/s/ Xxxxxx Xxxxx
	Name: Xxxxxx Xxxxx
	Title:

NATIXIS, NEW YORK BRANCH, as Funding Agent under the Series 2010-6 Supplement

By:	/s/ XxxxxxxxXxxxxxxxx	/s/ Xxxx Xxxxxxx
	Name: Xxxxxxxx Xxxxxxxxx	Xxxx Xxxxxxx
	Title: Executive Director	Managing Director

NATIXIS, NEW YORK BRANCH, as an APA Bank under the Series 2010-6 Supplement

By:	/s/ Xxxxxxxx Xxxxxxxxx	/s/ Xxxx Xxxxxxx
	Name: Xxxxxxxx Xxxxxxxxx	Xxxx Xxxxxxx
	Title: Executive Director	Managing Director


AESOP LEASING, L.P., as a Committed Note Purchaser under the Series 2010-6 Supplement

By:		/s/ Xxxxx Xxxxxxxx
		Name: Xxxxx Xxxxxxxx
		Title: Senior Vice President and Treasurer


AVIS BUDGET CAR RENTAL, LLC, as Administrator

By:		/s/ Xxxxx Xxxxxxxx
		Name: Xxxxx Xxxxxxxx
		Title: Senior Vice President and Treasurer

SCHEDULE I TO FOURTH AMENDED AND RESTATED SERIES2010-6 SUPPLEMENT

CP Conduit Purchaser Groups


	CP Conduit	APA Bank	Funding Agent	APA Bank Percentage	Maximum Purchaser Group Invested Amount	Conduit Type	Purchased Percentage
1.	Liberty Street Funding LLC	The Bank of Nova Scotia	The Bank of Nova Scotia	100%	$200,000,000	Pooled Funding Conduit Purchaser	8.8889%
2.	Chariot Funding LLC	JPMorgan Chase Bank, N.A.	JPMorgan Chase Bank, N.A.	100%	$300,000,000	Pooled Funding Conduit Purchaser	13.3333%
3.	Atlantic Asset Securitization LLC	Credit Agricole Corporate and Investment Bank	Credit Agricole Corporate and Investment Bank	100%	$200,000,000	Pooled Funding Conduit Purchaser	8.8889%
4.	Xxxxxxxx Funding Corporation	BNP Paribas	BNP Paribas	100%	$150,000,000	Pooled Funding Conduit Purchaser	6.6667%
5.	Victory Receivables Corporation	MUFG Bank, Ltd. f/k/a The Bank of Tokyo-Mitsubishi UFJ, Ltd.	MUFG Bank, Ltd. f/k/a/ The Bank of Tokyo-Mitsubishi UFJ, Ltd.	100%	$150,000,000	Pooled Funding Conduit Purchaser	6.6667%


	CP Conduit	APA Bank	Funding Agent	APA Bank Percentage	Maximum Purchaser Group Invested Amount	Conduit Type	Purchased Percentage
6.	Fairway Finance Company, LLC	Bank of Montreal	BMO Capital Markets Corp.	100%	$125,000,000	Pooled Funding Conduit Purchaser	5.5556%
7.	Thunder Bay Funding, LLC	Royal Bank of Canada	Royal Bank of Canada	100%	$200,000,000	Pooled Funding Conduit Purchaser	8.8889%
8.	Xxxxxx Capital S.A.	Societe Generale	Societe Generale	100%	$150,000,000	Pooled Funding Conduit Purchaser	6.6667%
9.	CAFCO, LLC CHARTA, LLC XXXXXX, LLC CRC Funding, LLC	Citibank, N.A.	Citibank, N.A.	100%	$250,000,000	Pooled Funding Conduit Purchaser	11.1111%
10.	Versailles Assets LLC	Natixis, New York Branch	Natixis, New York Branch	100%	$100,000,000	Pooled Funding Conduit Purchaser	4.4444%

Non-Conduit Purchasers


	Non-ConduitPurchaser	Maximum Purchaser Group Invested Amount	Purchased Percentage
1.	Bank of America, National Association	$200,000,000	8.8889%
2.	Truist Bank	$125,000,000	5.5556%
3.	Lloyds Bank plc	$100,000,000	4.4444%

Committed Note Purchasers


	Committed Note Purchaser	ClassR Maximum Invested Amount	Purchased Percentage
1.	AESOP Leasing, L.P.	$118,250,000 (or such higher amount as provided in accordance with Section2.6(a) herein)	100.00%

TABLE OF CONTENTS


		Page
ARTICLE I DEFINITIONS			3

ARTICLE II PURCHASE AND SALE OF SERIES 2010-6NOTES; INCREASES AND DECREASES OF SERIES 2010-6 INVESTEDAMOUNT			50
Section2.1.	Purchases of the Series 2010-6 Notes		50
Section2.2.	Delivery		51
Section2.3.	Procedure for Initial Issuance and for Increasing the Series 2010-6 Invested Amount		52
Section2.4.	Sales by CP Conduit Purchasers of ClassA Notes to APA Banks		56
Section2.5.	Procedure for Decreasing the Series 2010-6 Invested Amount; Optional Termination		56
Section2.6.	Increases and Reductions of the Commitments; Extensions of the Commitments; Replacement of Purchaser Groups		57
Section2.7.	Interest; Fees		61
Section2.8.	Indemnification by ABRCF		63
Section2.9.	Funding Agents		64

ARTICLE III SERIES 2010-6 ALLOCATIONS			65
Section3.1.	Establishment of Series 2010-6 Collection Account, Series 2010-6 Excess Collection Account and Series 2010-6Accrued Interest Account.		65
Section3.2.	Allocations with Respect to the Series 2010-6 Notes		66
Section3.3.	Payments to Noteholders		70
Section3.4.	Payment of ClassA Senior Note Interest, Commitment Fees, Contingent Monthly Funding Costs and ClassR Monthly Note Interest		75
Section3.5.	Payment of Note Principal.		77
Section3.6.	Administrator’s Failure to Instruct the Trustee to Make a Deposit or Payment		81
Section3.7.	Series 2010-6 Reserve Account		82
Section3.8.	Multi-Series Letters of Credit and Series 2010-6 Cash Collateral Account.		84
Section3.9.	Series 2010-6 Distribution Account.		89
Section3.10.	Series 2010-6 Demand Notes Constitute Additional Collateral for ClassA Notes		90
Section3.11.	Series 2010-6 Interest Rate Caps		91
Section3.12.	Payments to Funding Agents, Purchaser Groups		91
Section3.13.	Subordination of the ClassR Notes		92

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TABLE OF CONTENTS

(Continued)


		Page

ARTICLE IV AMORTIZATION EVENTS			92

ARTICLE V RIGHT TO WAIVE PURCHASE RESTRICTIONS			95

ARTICLE VI CONDITIONS PRECEDENT			96
Section6.1.	Conditions Precedent to Effectiveness of the Original Series 2010-6 Supplement		96
Section6.2.	Conditions Precedent to Effectiveness of this Supplement		100

ARTICLE VII CHANGE IN CIRc*msTANCES			102
Section7.1.	Increased Costs		102
Section7.2.	Taxes		103
Section7.3.	Break Funding Payments		106
Section7.4.	Alternate Rate of Interest		107
Section7.5.	Mitigation Obligations		110

ARTICLE VIII REPRESENTATIONS AND WARRANTIES, COVENANTS			110
Section8.1.	Representations and Warranties of ABRCF and the Administrator		110
Section8.2.	Covenants of ABRCF and the Administrator		112

ARTICLE IX THE ADMINISTRATIVE AGENT			116
Section9.1.	Appointment		116
Section9.2.	Delegation of Duties		116
Section9.3.	Exculpatory Provisions		116
Section9.4.	Reliance by Administrative Agent		117
Section9.5.	Notice of Administrator Default or Amortization Event or Potential Amortization Event		117
Section9.6.	Non-Reliance on the Administrative Agent and Other Purchaser Groups		118
Section9.7.	Indemnification		118
Section9.8.	The Administrative Agent in Its Individual Capacity		119
Section9.9.	Resignation of Administrative Agent; Successor Administrative Agent		119
Section9.10.	Erroneous Payments		119

ARTICLE X THE FUNDING AGENTS			120
Section10.1.	Appointment		120
Section10.2.	Delegation of Duties		121
Section10.3.	Exculpatory Provisions		121
Section10.4.	Reliance by Each Funding Agent		121
Section10.5.	Notice of Administrator Default or Amortization Event or Potential Amortization Event		122
Section10.6.	Non-Reliance on Each Funding Agent and Other CP Conduit Purchaser Groups		122

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(Continued)


		Page
Section10.7.	Indemnification		122

ARTICLE XI GENERAL			123
Section11.1.	Successors and Assigns		123
Section11.2.	Securities Law		126
Section11.3.	Adjustments; Set-off		127
Section11.4.	No Bankruptcy Petition		127
Section11.5.	Limited Recourse		128
Section11.6.	Costs and Expenses		128
Section11.7.	Exhibits		129
Section11.8.	Ratification of Base Indenture		129
Section11.9.	Counterparts		130
Section11.10.	Governing Law		130
Section11.11.	Amendments		130
Section11.12.	Discharge of Indenture		130
Section11.13.	Capitalization of ABRCF		130
Section11.14.	Series 2010-6 Demand Notes		131
Section11.15.	Termination of Supplement		131
Section11.16.	Collateral Representations and Warranties of ABRCF		131
Section11.17.	No Waiver; Cumulative Remedies		132
Section11.18.	Waiver of Setoff		132
Section11.19.	Notices		132
Section11.20.	Confidential Information		133
Section11.21.	Information		134
Section11.22.	Waiver of Jury Trial, etc.		134
Section11.23.	Submission to Jurisdiction		135
Section11.24.	Addition of Purchaser Group; Reallocation of Commitments		135
Section11.25.	Consent to Certain Amendments		135
Section11.26.	U.S. Patriot Act Notice		136
Section11.27.	Acknowledgement and Consent to Bail-In of EEA Financial Institutions		137

(iii)

AVIS BUDGET RENTAL CAR FUNDING (AESOP) LLC, as Issuer AVIS BUDGET CAR ... | Law Insider (2024)

References