AVIS BUDGET GROUP, INC.

EX-10.1 · eh260791788_ex1001.htm

EX-10.1
 2
 eh260791788_ex1001.htm
 EXHIBIT 10.1

 EXHIBIT 10.1

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

 and

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

as Trustee and Series 2026-3 Agent

 _____________________

 SERIES 2026-3 SUPPLEMENT

dated as of

 June 9, 2026

 to

 SECOND AMENDED AND RESTATED BASE INDENTURE

dated as of June 3, 2004

 _____________________

 Series 2026-3 4.82% Rental Car Asset Backed Notes,
Class A

 Series 2026-3 5.21% Rental Car Asset Backed Notes,
Class B

 Series 2026-3 5.50% Rental Car Asset Backed Notes,
Class C

 Series 2026-3 6.96% Rental Car Asset Backed Notes,
Class D

 Series 2026-3 8.429% Rental Car Asset Backed Notes,
Class R

 TABLE OF CONTENTS

 Page

 ARTICLE I DEFINITIONS
 2

 ARTICLE II SERIES 2026-3 ALLOCATIONS
 28

 Section 2.1.
 Establishment of Series 2026-3 Collection Account, Series 2026-3 Excess Collection Account and Series 2026-3 Accrued Interest Account
 28

 Section 2.2.
 Allocations with Respect to the Series 2026-3 Notes
 29

 Section 2.3.
 Payments to Noteholders
 34

 Section 2.4.
 Payment of Note Interest
 37

 Section 2.5.
 Payment of Note Principal
 38

 Section 2.6.
 Administrator’s Failure to Instruct the Trustee to Make a Deposit, Draw or Payment
 43

 Section 2.7.
 Series 2026-3 Reserve Account
 43

 Section 2.8.
 Multi-Series Letters of Credit and Series 2026-3 Cash Collateral Account
 45

 Section 2.9.
 Series 2026-3 Distribution Account
 50

 Section 2.10.
 Series 2026-3 Accounts Permitted Investments
 51

 Section 2.11.
 Series 2026-3 Demand Notes Constitute Additional Collateral for Series 2026-3 Senior Notes
 52

 Section 2.12.
 Subordination of the Class B Notes, Class C Notes, Class D Notes, Class E Notes and the Class R Notes
 52

 ARTICLE III AMORTIZATION EVENTS
 54

 ARTICLE IV FORM OF SERIES 2026-3 NOTES
 55

 Section 4.1.
 Restricted Global Series 2026-3 Notes
 55

 Section 4.2.
 Temporary Global Series 2026-3 Notes; Permanent Global Series 2026-3 Notes
 56

 ARTICLE V GENERAL
 56

 Section 5.1.
 Optional Repurchase
 56

 Section 5.2.
 Information
 57

 Section 5.3.
 Exhibits
 57

 Section 5.4.
 Ratification of Base Indenture
 58

 Section 5.5.
 Counterparts
 58

 Section 5.6.
 Governing Law
 58

 Section 5.7.
 Amendments
 58

 Section 5.8.
 Discharge of Base Indenture
 59

 Section 5.9.
 Notice to Rating Agencies
 59

 Section 5.10.
 Capitalization of ABRCF
 59

 Section 5.11.
 Required Noteholders
 60

 Section 5.12.
 Series 2026-3 Demand Notes
 60

 Section 5.13.
 Termination of Supplement
 60

 Section 5.14.
 Noteholder Consent to Certain Amendments
 60

 Section 5.15.
 Issuance of Class E Notes and Additional Class R Notes
 61

 Section 5.16.
 Confidential Information
 63

 Section 5.17.
 [RESERVED]
 64

 Section 5.18.
 Further Limitation of Liability
 64

 Section 5.19.
 Series 2026-3 Agent
 65

 Section 5.20.
 Force Majeure
 65

 Section 5.21.
 Waiver of Jury Trial, etc
 65

 Section 5.22.
 Submission to Jurisdiction
 65

 Section 5.23.
 Additional Terms of the Series 2026-3 Notes.
 66

 SERIES 2026-3 SUPPLEMENT,
dated as of June 9, 2026 (this “ Supplement ”), among AVIS BUDGET RENTAL CAR FUNDING (AESOP) LLC, a special purpose limited
liability company established under the laws of Delaware (“ ABRCF ”), The Bank
of New York Mellon Trust Company, N.A. ( formerly known as The Bank of New York), a limited purpose national banking association
with trust powers, as trustee (in such capacity, and together with its successors in trust thereunder as provided in the Base Indenture
referred to below, the “ Trustee ”), and The Bank of New York Mellon Trust Company,
N.A. ( formerly known as The Bank of New York), as agent (in such capacity, the “ Series 2026-3 Agent ”) for the
benefit of the Series 2026-3 Noteholders, to the Second Amended and Restated Base Indenture, dated as of June 3, 2004, between ABRCF and
the Trustee (as amended, modified or supplemented from time to time, exclusive of Supplements creating a new Series of Notes, the “ Base
Indenture ”).

 PRELIMINARY STATEMENT

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

 NOW, THEREFORE, the parties
hereto agree as follows:

 DESIGNATION

 There is hereby created a
Series of Notes to be issued pursuant to the Base Indenture and this Supplement, and such Series of Notes shall be designated generally
as the “Series 2026-3 Rental Car Asset Backed Notes”. The Series 2026-3 Notes shall be issued in up to six Classes, the first
of which shall be known as the “Class A Notes”, the second of which shall be known as the “Class B Notes”, the
third of which shall be known as the “Class C Notes”, the fourth of which shall be known as the “Class D Notes”,
the fifth of which shall be known as the “Class R Notes” and the sixth of which, if issued, shall be known as the “Class
E Notes”.

 On the Series 2026-3 Closing
Date, ABRCF shall issue (i) one tranche of Class A Notes, which shall be designated as the “Series 2026-3 4.82% Rental Car Asset
Backed Notes, Class A”, (ii) one tranche of Class B Notes, which shall be designated as the “Series 2026-3 5.21% Rental Car
Asset Backed Notes, Class B”, (iii) one tranche of Class C Notes, which shall be designated as the “Series 2026-3 5.50% Rental
Car Asset Backed Notes, Class C”, (iv) one tranche of Class D Notes, which shall be designated as the “Series 2026-3 6.96%
Rental Car Asset Backed Notes, Class D” and (v) one tranche of Class R Notes, which shall be designated the “Series
2026-3 8.429% Rental Car Asset Backed Notes, Class R”.

 Subsequent to the Series
2026-3 Closing Date, ABRCF may on any date during the Series 2026-3 Revolving Period offer and sell additional Series 2026-3 Notes subject
to the conditions set forth in Section 5.15. Such additional Series 2026-3 Notes, if issued, shall be designated as the “Series
2026-3 Rental Car Asset Backed Notes, Class E” and shall be referred to herein as the “Class E Notes”.

 The Class A Notes, Class
B Notes, Class C Notes, Class D Notes, Class E Notes, if issued, and Class R Notes collectively, constitute the Series 2026-3 Notes. The
Class B Notes shall be subordinated in right of payment to the Class A Notes, to the extent set forth herein. The

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

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

 The Series 2026-3 Notes are
a non-Segregated Series of Notes (as more fully described in the Base Indenture). Accordingly, all references in this Supplement to
“all” Series of Notes (and all references in this Supplement to terms defined in the Base Indenture that contain references
to “all” Series of Notes) shall refer to all Series of Notes other than Segregated Series of Notes.

 ARTICLE I

DEFINITIONS

 (a) All
capitalized terms not otherwise defined herein are defined in the Definitions List attached to the Base Indenture as Schedule I thereto.
All Article, Section, Subsection or Exhibit references herein shall refer to Articles, Sections, Subsections or Exhibits of this Supplement,
except as otherwise provided herein. Unless otherwise stated herein, as the context otherwise requires or if such term is otherwise defined
in the Base Indenture, each capitalized term used or defined herein shall relate only to the Series 2026-3 Notes and not to any other
Series of Notes issued by ABRCF. In the event that a term used herein shall be defined both herein and in the Base Indenture, the definition
of such term herein shall govern.

 (b) The
following words and phrases shall have the following meanings with respect to the Series 2026-3 Notes and the definitions of such terms
are applicable to the singular as well as the plural form of such terms and to the masculine as well as the feminine and neuter genders
of such terms:

 “ ABCR ”
means Avis Budget Car Rental, LLC.

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

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

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

 2

 “ Applicable Distribution
Date ” means each Distribution Date occurring after the later of (i) the Optional Repurchase Distribution Date and (ii) the first
Distribution Date occurring during the Series 2026-3 Controlled Amortization Period.

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

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

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

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

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

 “ Class ”
means a class of the Series 2026-3 Notes, which may be the Class A Notes, the Class B Notes, the Class C Notes, the Class D Notes, the
Class E Notes (if issued) or the Class R Notes.

 “ Class A Carryover
Controlled Amortization Amount ” means, with respect to any Related Month during the Series 2026-3 Controlled Amortization Period,
the amount, if any, by which the portion of the Monthly Total Principal Allocation paid to the Class A Noteholders pursuant to Section
2.5(e)(i) for the previous Related Month was less than the Class A Controlled Distribution Amount for the previous Related Month; provided ,
 however , that for the first Related Month in the Series 2026-3 Controlled Amortization Period, the Class A Carryover Controlled
Amortization Amount shall be zero.

 “ Class A Controlled
Amortization Amount ” means, (i) with respect to any Related Month during the Series 2026-3 Controlled Amortization Period other
than the Related Month immediately preceding the Series 2026-3 Expected Final Distribution Date, $30,416,666.67 and (ii) with respect
to the Related Month immediately preceding the Series 2026-3 Expected Final Distribution Date, $30,416,666.65.

 “ Class A Controlled
Distribution Amount ” means, with respect to any Related Month during the Series 2026-3 Controlled Amortization Period, an amount
equal to the sum of the Class A Controlled Amortization Amount and any Class A Carryover Controlled Amortization Amount for such Related
Month.

 “ Class A Initial
Invested Amount ” means the aggregate initial principal amount of the Class A Notes, which is $182,500,000.

 3

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

 “ Class A Monthly
Interest ” means, with respect to (i) the initial Series 2026-3 Interest Period, an amount equal to $1,001,823.61 and (ii) any
other Series 2026-3 Interest Period, an amount equal to the product of (A) one-twelfth of the Class A Note Rate and (B) the Class A Invested
Amount on the first day of such Series 2026-3 Interest Period, after giving effect to any principal payments made on such date.

 “ Class A Note ”
means any one of the Series 2026-3 4.82% Rental Car Asset Backed Notes, Class A, executed by ABRCF and authenticated by or on behalf of
the Trustee, substantially in the form of Exhibit A-1 , Exhibit A-2 or Exhibit A-3 . Definitive Class A Notes shall
have such insertions and deletions as are necessary to give effect to the provisions of Section 2.18 of the Base Indenture.

 “ Class A Note Rate ”
means 4.82% per annum.

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

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

 “ Class B Carryover
Controlled Amortization Amount ” means, with respect to any Related Month during the Series 2026-3 Controlled Amortization Period,
the amount, if any, by which the portion of the Monthly Total Principal Allocation paid to the Class B Noteholders pursuant to Section
2.5(e)(ii) for the previous Related Month was less than the Class B Controlled Distribution Amount for the previous Related Month; provided ,
 however , that for the first Related Month in the Series 2026-3 Controlled Amortization Period, the Class B Carryover Controlled
Amortization Amount shall be zero.

 “ Class B Controlled
Amortization Amount ” means, (i) with respect to any Related Month during the Series 2026-3 Controlled Amortization Period other
than the Related Month immediately preceding the Series 2026-3 Expected Final Distribution Date, $3,958,333.33 and (ii) with respect to
the Related Month immediately preceding the Series 2026-3 Expected Final Distribution Date, $3,958,333.35.

 “ Class B Controlled
Distribution Amount ” means, with respect to any Related Month during the Series 2026-3 Controlled Amortization Period, an amount
equal to the sum of the Class B Controlled Amortization Amount and any Class B Carryover Controlled Amortization Amount for such Related
Month.

 “ Class B Initial
Invested Amount ” means the aggregate initial principal amount of the Class B Notes, which is $23,750,000.

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

 4

 “ Class B Monthly
Interest ” means, with respect to (i) the initial Series 2026-3 Interest Period, an amount equal to $140,923.26 and (ii) any
other Series 2026-3 Interest Period, an amount equal to the product of (A) one-twelfth of the Class B Note Rate and (B) the Class B Invested
Amount on the first day of such Series 2026-3 Interest Period, after giving effect to any principal payments made on such date.

 “ Class B Note ”
means any one of the Series 2026-3 5.21% Rental Car Asset Backed Notes, Class B, executed by ABRCF and authenticated by or on behalf of
the Trustee, substantially in the form of Exhibit B-1 , Exhibit B-2 or Exhibit B-3 . Definitive Class B
Notes shall have such insertions and deletions as are necessary to give effect to the provisions of Section 2.18 of the Base Indenture.

 “ Class B Note Rate ”
means 5.21% per annum.

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

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

 “ Class C Carryover
Controlled Amortization Amount ” means, with respect to any Related Month during the Series 2026-3 Controlled Amortization Period,
the amount, if any, by which the portion of the Monthly Total Principal Allocation paid to the Class C Noteholders pursuant to Section
2.5(e)(iii) for the previous Related Month was less than the Class C Controlled Distribution Amount for the previous Related Month; provided ,
 however , that for the first Related Month in the Series 2026-3 Controlled Amortization Period, the Class C Carryover Controlled
Amortization Amount shall be zero.

 “ Class C Controlled
Amortization Amount ” means, (i) with respect to any Related Month during the Series 2026-3 Controlled Amortization Period other
than the Related Month immediately preceding the Series 2026-3 Expected Final Distribution Date, $2,708,333.33 and (ii) with respect to
the Related Month immediately preceding the Series 2026-3 Expected Final Distribution Date, $2,708,333.35.

 “ Class C Controlled
Distribution Amount ” means, with respect to any Related Month during the Series 2026-3 Controlled Amortization Period, an amount
equal to the sum of the Class C Controlled Amortization Amount and any Class C Carryover Controlled Amortization Amount for such Related
Month.

 “ Class C Initial
Invested Amount ” means the aggregate initial principal amount of the Class C Notes, which is $16,250,000.

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

 “ Class C Monthly
Interest ” means, with respect to (i) the initial Series 2026-3 Interest Period, an amount equal to $101,788.19 and (ii)
any other Series 2026-3 Interest Period, an amount equal to the product of (A) one-twelfth of the Class C Note Rate and (B) the
Class C Invested Amount on the first day of such Series
2026-3 Interest Period, after giving effect to any principal payments made on such date.

 5

 “ Class C Note ”
means any one of the Series 2026-3 5.50% Rental Car Asset Backed Notes, Class C, executed by ABRCF and authenticated by or on behalf of
the Trustee, substantially in the form of Exhibit C-1 , Exhibit C-2 or Exhibit C-3 . Definitive Class C
Notes shall have such insertions and deletions as are necessary to give effect to the provisions of Section 2.18 of the Base Indenture.

 “ Class C Note Rate ”
means 5.50% per annum.

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

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

 “ Class D Carryover
Controlled Amortization Amount ” means, with respect to any Related Month during the Series 2026-3 Controlled Amortization Period,
the amount, if any, by which the portion of the Monthly Total Principal Allocation paid to the Class D Noteholders pursuant to Section
2.5(e)(iv) for the previous Related Month was less than the Class D Controlled Distribution Amount for the previous Related Month; provided,
however, that for the first Related Month in the Series 2026-3 Controlled Amortization Period, the Class D Carryover Controlled Amortization
Amount shall be zero.

 “ Class D Controlled
Amortization Amount ” means, (i) with respect to any Related Month during the Series 2026-3 Controlled Amortization Period other
than the Related Month immediately preceding the Series 2026-3 Expected Final Distribution Date, $4,583,333.33 and (ii) with respect to
the Related Month immediately preceding the Series 2026-3 Expected Final Distribution Date, $4,583,333.35.

 “ Class D Controlled
Distribution Amount ” means, with respect to any Related Month during the Series 2026-3 Controlled Amortization Period, an amount
equal to the sum of the Class D Controlled Amortization Amount and any Class D Carryover Controlled Amortization Amount for such Related
Month.

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

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

 “ Class D Monthly
Interest ” means, with respect to (i) the initial Series 2026-3 Interest Period, an amount equal to $217,983.33 and (ii) any
other Series 2026-3 Interest Period, an amount equal to the product of (A) one-twelfth of the Class D Note Rate and (B) the Class D Invested
Amount on the first day of such Series 2026-3 Interest Period, after giving effect to any principal payments made on such date.

 6

 “ Class D Note ”
means any one of the Series 2026-3 6.96% Rental Car Asset Backed Notes, Class D, executed by ABRCF and authenticated by or on behalf of
the Trustee, substantially in the form of Exhibit D-1 , Exhibit D-2 or Exhibit D-3 . Definitive Class D
Notes shall have such insertions and deletions as are necessary to give effect to the provisions of Section 2.18 of the Base Indenture.

 “ Class D Note Rate ”
means 6.96% per annum.

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

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

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

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

 “ Class R Controlled
Amortization Amount ” means, (i) with respect to any Related Month during the Series 2026-3 Controlled Amortization Period other
than the Related Month immediately preceding the Series 2026-3 Expected Final Distribution Date, $0 and (ii) with respect to the
Related Month immediately preceding the Series 2026-3 Expected Final Distribution Date, the sum of (x) $13,750,000 and (y) the aggregate
principal amount of any Additional Class R Notes.

 “ Class R Initial
Invested Amount ” means the aggregate initial principal amount of the Class R Notes, which is $13,750,000.

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

 “ Class R Monthly
Interest ” means, with respect to (i) the initial Series 2026-3 Interest Period, an amount equal to $131,995.80 and (ii) any
other Series 2026-3 Interest Period, an amount equal to the product of (A) one-twelfth of the Class R Note Rate and (B) the Class R Invested
Amount on the first day of such Series 2026-3 Interest Period, after giving effect to any principal payments made on such date.

 “ Class R Note ”
means any one of the Series 2026-3 8.429% Rental Car Asset Backed Notes, Class R, executed by ABRCF and authenticated by or on behalf
of the Trustee, substantially in the form of Exhibit E-1 , Exhibit E-2 or Exhibit E-3 . Definitive Class
R Notes shall have such insertions and deletions as are necessary to give effect to the provisions of Section 2.18 of the Base Indenture.

 “ Class R Note Rate ”
means 8.429% per annum

 7

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

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

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

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

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

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

 “ Demand Note Issuer ”
means each issuer of a Series 2026-3 Demand Note.

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

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

 8

 “ Electric Vehicle ”
means any Vehicle that constitutes a battery electric vehicle or a plug-in hybrid electric vehicle.

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

 “ Fitch ”
means Fitch Ratings, Inc.

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

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

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

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

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

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

 “ Make Whole Payment ”
means, with respect to any Series 2026-3 Note on any Optional Repurchase Distribution Date, the pro rata share with respect to
such Series 2026-3 Note of the excess, if any, of (x) the sum of the Discounted Values for each Remaining Distribution Amount with respect
to each Applicable Distribution Date over (y) the Series 2026-3 Invested Amount as of such Optional Repurchase Distribution Date (determined
after giving effect to any payments made pursuant to Section 2.5(a) on such Distribution Date).

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

 “ Monthly Total Principal
Allocation ” means for any Related Month the sum of all Series 2026-3 Principal Allocations with respect to such Related Month.

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

 9

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

 “ Moody’s Excluded
Manufacturer Receivable Specified Percentage ” means, as of any date of determination, with respect to each Moody’s Non-Investment
Grade Manufacturer as of such date, the percentage (not to exceed 100%) most recently specified in writing by Moody’s to ABRCF and
the Trustee and consented to by the Requisite Series 2026-3 Noteholders with respect to such Moody’s Non-Investment Grade Manufacturer;
 provided , however , that as of the Series 2026-3 Closing Date the Moody’s Excluded Manufacturer Receivable Specified
Percentage for each Moody’s Non-Investment Grade Manufacturer shall be 100%; provided , further , that the initial
Moody’s Excluded Manufacturer Receivable Specified Percentage with respect to any Manufacturer that becomes a Moody’s Non-Investment
Grade Manufacturer after the Series 2026-3 Closing Date shall be 100%.

 “ Moody’s Non-Investment
Grade Manufacturer ” means, as of any date of determination, any Manufacturer that (i) is not a Bankrupt Manufacturer and (ii)
does not have either (A) a long-term corporate family rating of at least “Baa3” from Moody’s or (B) if such Manufacturer
does not have a long-term corporate family rating from Moody’s as of such date, a long-term senior unsecured debt rating of at least
“Ba1” from Moody’s; provided , however , that any Manufacturer whose long-term corporate family rating is
downgraded from at least “Baa3” to below “Baa3” by Moody’s or whose long-term senior unsecured debt rating
is downgraded from at least “Ba1” to below “Ba1” by Moody’s, as applicable, after the Series 2026-3 Closing
Date shall not be deemed a Moody’s Non-Investment Grade Manufacturer until the thirtieth (30 th ) calendar day following
such downgrade.

 “ Moody’s Turnback
Vehicle Specified Percentage ” means, as of any date of determination: (i) with respect to each Moody’s Non-Investment
Grade Manufacturer that has a long-term corporate family rating from Moody’s on such date of determination of at least “Ba3”
(or, if such Moody’s Non-Investment Grade Manufacturer does not have a long-term corporate family rating from Moody’s as of
such date, a long-term senior unsecured debt rating of at least “B1”), 65%; (ii) with respect to each Moody’s Non-Investment
Grade Manufacturer that has a long-term corporate family rating from Moody’s on such date of determination of at least “B3”
but less than “Ba3” (or, if such Moody’s Non-Investment Grade Manufacturer does not have a long-term corporate family
rating from Moody’s as of such date, a long-term senior unsecured debt rating of at least “Caa1” but less than “B1”),
25%; and (iii) with respect to any other Moody’s Non-Investment Grade Manufacturer, 0%; provided , however , that any
Manufacturer whose long-term corporate family rating or long-term senior unsecured debt rating from Moody’s is downgraded after
the Series 2026-3 Closing Date shall be deemed to retain its long-term corporate family rating or long-term senior unsecured debt rating,
as applicable, from Moody’s in effect immediately prior to such downgrade until the
thirtieth (30 th ) calendar day following such downgrade.

 10

 “ Multi-Series Letter
of Credit ” means an irrevocable letter of credit, if any, substantially in the form of Exhibit G issued by a Series 2026-3
Eligible Letter of Credit Provider in favor of the Trustee for the benefit, in whole or in part, of the Series 2026-3 Noteholders ( provided
that a Multi-Series Letter of Credit may also benefit Noteholders of certain other Series).

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

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

 “ Multi-Series Letter
of Credit Termination Date ” means the first to occur of (a) the date on which the Series 2026-3 Notes are fully paid and
(b) the Series 2026-3 Termination Date.

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

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

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

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

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

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

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

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

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

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

 “ Permanent Global
Series 2026-3 Notes ” is defined in Section 4.2.

 “ Pre-Preference
Period Demand Note Payments ” means, as of any date of determination, the aggregate amount of all proceeds of demands made on
the Series 2026-3 Demand Notes included in the Series 2026-3 Demand Note Payment Amount as of the Multi-Series Letter of Credit Termination
Date that were paid by the Demand Note Issuers more than one year before such date of determination; provided , however ,
that if an Event of Bankruptcy (or the occurrence of an event described in clause (a) of the definition thereof, without the lapse of
a period of sixty (60) consecutive days) with respect to a Demand Note Issuer occurs during such

 11

 one-year period, (x) the Pre-Preference
Period Demand Note Payments as of any date during the period from and including the date of the occurrence of such Event of Bankruptcy
to and including the conclusion or dismissal of the proceedings giving rise to such Event of Bankruptcy without continuing jurisdiction
by the court in such proceedings shall equal the Pre-Preference Period Demand Note Payments as of the date of such occurrence for
all Demand Note Issuers and (y) the Pre-Preference Period Demand Note Payments as of any date after the conclusion or dismissal of
such proceedings shall equal the Series 2026-3 Demand Note Payment Amount as of the date of the conclusion or dismissal of such proceedings.

 “ Principal Deficit
Amount ” means, as of any date of determination, the excess, if any, of (i) the Series 2026-3 Senior Invested Amount on such
date (after giving effect to the distribution of the Monthly Total Principal Allocation for the Related Month if such date is a Distribution
Date) over (ii) the Series 2026-3 AESOP I Operating Lease Loan Agreement Borrowing Base on such date; provided , however ,
that the Principal Deficit Amount on any date occurring during the period commencing on and including the date of the filing by any of
the Lessees of a petition for relief under Chapter 11 of the Bankruptcy Code to but excluding the date on which each of the Lessees shall
have resumed making all payments of the portion of Monthly Base Rent relating to Loan Interest required to be made under the AESOP I Operating
Lease, shall mean the excess, if any, of (x) the Series 2026-3 Senior Invested Amount on such date (after giving effect to the distribution
of Monthly Total Principal Allocation for the Related Month if such date is a Distribution Date) over (y) the sum of (1) the Series 2026-3
AESOP I Operating Lease Loan Agreement Borrowing Base on such date and (2) the lesser of (a) the Series 2026-3 Liquidity Amount on such
date and (b) the Series 2026-3 Required Liquidity Amount on such date.

 “ 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 2026-3 Notes under such Multi-Series Letter of Credit Provider’s Multi-Series
Letter of Credit as of such date by (B) an amount equal to the aggregate available amount allocated to the Series 2026-3 Notes under all
Multi-Series Letters of Credit as of such date; provided , however , that only for purposes of calculating the Pro Rata Share
with respect to any Multi-Series Letter of Credit Provider as of any date, if such Multi-Series Letter of Credit Provider has not complied
with its obligation to pay the Trustee the amount of any draw under the Multi-Series Letter of Credit made prior to such date, the available
amount under such Multi-Series Letter of Credit as of such date shall be treated as reduced (for calculation purposes only) by the amount
of such unpaid demand and shall not be reinstated for purposes of such calculation unless and until the date as of which such Multi-Series
Letter of Credit Provider has paid such amount to the Trustee and been reimbursed by the Lessee or the applicable Demand Note Issuer,
as the case may be, for such amount ( provided , however , that the foregoing calculation shall not in any manner reduce the
undersigned’s actual liability in respect of any failure to pay any demand under the Multi-Series Letter of Credit).

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

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

 12

 “ Remaining Distribution
Amount ” means, with respect to each Applicable Distribution Date, the sum of (i) the sum of (x) an amount equal to the Class
A Controlled Amortization Amount with respect to the Related Month immediately preceding such Applicable Distribution Date (or, if the
Optional Repurchase Distribution Date occurs after the November 2029 Distribution Date, the Class A Controlled Distribution Amount with
respect to the Related Month preceding the first such Applicable Distribution Date) and (y) the interest that will accrue on such amount
from the Optional Repurchase Distribution Date to such Applicable Distribution Date at the Class A Note Rate, (ii) the sum of (x) an amount
equal to the Class B Controlled Amortization Amount with respect to the Related Month immediately preceding such Applicable Distribution
Date (or, if the Optional Repurchase Distribution Date occurs after the November 2029 Distribution Date, the Class B Controlled Distribution
Amount with respect to the Related Month preceding the first such Applicable Distribution Date) and (y) the interest that will accrue
on such amount from the Optional Repurchase Distribution Date to such Applicable Distribution Date at the Class B Note Rate, (iii) the
sum of (x) an amount equal to the Class C Controlled Amortization Amount with respect to the Related Month immediately preceding such
Applicable Distribution Date (or, if the Optional Repurchase Distribution Date occurs after the November 2029 Distribution Date, the Class
C Controlled Distribution Amount with respect to the Related Month preceding the first such Applicable Distribution Date) and (y) the
interest that will accrue on such amount from the Optional Repurchase Distribution Date to such Applicable Distribution Date at the Class
C Note Rate, (iv) the sum of (x) an amount equal to the Class D Controlled Amortization Amount with respect to the Related Month immediately
preceding such Applicable Distribution Date (or, if the Optional Repurchase Distribution Date occurs after the November 2029 Distribution
Date, the Class D Controlled Distribution Amount with respect to the Related Month preceding the first such Applicable Distribution Date)
and (y) the interest that will accrue on such amount from the Optional Repurchase Distribution Date to such Applicable Distribution Date
at the Class D Note Rate and (v) the sum of (x) an amount equal to the Class R Controlled Amortization Amount with respect to the Related
Month immediately preceding such Applicable Distribution Date (or, if the Optional Repurchase Distribution Date occurs after the November
2029 Distribution Date, the Class R Controlled Amortization Amount with respect to the Related Month preceding the first such Applicable
Distribution Date) and (y) the interest that will accrue on such amount from the Optional Repurchase Distribution Date to such Applicable
Distribution Date at the Class R Note Rate.

 “ Required Controlling
Class Series 2026-3 Noteholders ” means (i) for so long as any Class A Notes are outstanding, Class A Noteholders holding more
than 50% of the Class A Invested Amount, (ii) if no Class A Notes are outstanding and for so long as any Class B Notes are outstanding,
Class B Noteholders holding more than 50% of the Class B Invested Amount, (iii) if no Class A Notes or Class B Notes are outstanding,
Class C Noteholders holding more than 50% of the Class C Invested Amount, (iv) if no Class A Notes, Class B Notes or Class C Notes are
outstanding, Class D Noteholders holding more than 50% of the Class D Invested Amount (excluding, for the purposes of making any of the
foregoing calculations, any Series 2026-3 Notes held by ABCR or any Affiliate of ABCR unless ABCR or such Affiliate is the sole Series
2026-3 Noteholder) and (v) if no Class A Notes, Class B Notes, Class C Notes or Class D Notes are outstanding, Class R Noteholders holding
more than 50% Class R Invested Amount (excluding, for the purposes of making any of the foregoing calculations, any Series 2026-3 Notes
held by ABCR or any Affiliate of ABCR unless ABCR or such Affiliate is the sole Series 2026-3 Noteholder).

 13

 “ Requisite Series
2026-3 Noteholders ” means Class A Noteholders, Class B Noteholders, Class C Noteholders, Class D Noteholders and/or Class R
Noteholders holding, in the aggregate, more than 50% of the Series 2026-3 Invested Amount (excluding, for the purposes of making the foregoing
calculation, any Series 2026-3 Notes held by ABCR or any Affiliate of ABCR or such Affiliate unless ABCR is the sole Series 2026-3 Noteholder).

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

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

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

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

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

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

 14

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

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

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

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

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

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

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

 “ Series 2023-1 Notes ”
means the Series of Notes designated as the Series 2023-1 Notes.

 “ Series 2023-2 Notes ”
means the Series of Notes designated as the Series 2023-2 Notes.

 “ Series 2023-3 Notes ”
means the Series of Notes designated as the Series 2023-3 Notes.

 “ Series 2023-4 Notes ”
means the Series of Notes designated as the Series 2023-4 Notes.

 “ Series 2023-5 Notes ”
means the Series of Notes designated as the Series 2023-5 Notes.

 “ Series 2023-6 Notes ”
means the Series of Notes designated as the Series 2023-6 Notes.

 “ Series 2023-7 Notes ”
means the Series of Notes designated as the Series 2023-7 Notes.

 “ Series 2023-8 Notes ”
means the Series of Notes designated as the Series 2023-8 Notes.

 “ Series 2024-1 Notes ”
means the Series of Notes designated as the Series 2024-1 Notes.

 15

 “ Series 2024-2 Notes ”
means the Series of Notes designated as the Series 2024-2 Notes.

 “ Series 2024-3 Notes ”
means the Series of Notes designated as the Series 2024-3 Notes.

 “ Series 2025-1 Notes ”
means the Series of Notes designated as the Series 2025-1 Notes.

 “ Series 2025-2 Notes ”
means the Series of Notes designated as the Series 2025-2 Notes.

 “ Series 2025-3 Notes ”
means the Series of Notes designated as the Series 2025-3 Notes.

 “ Series 2025-4 Notes ”
means the Series of Notes designated as the Series 2025-4 Notes.

 “ Series 2026-1 Notes ”
means the Series of Notes designated as the Series 2026-1 Notes.

 “ Series 2026-2 Notes ”
means the Series of Notes designated as the Series 2026-2 Notes.

 “ Series 2026-4 Notes ”
means the Series of Notes designated as the Series 2026-4 Notes.

 “ Series 2026-3 Accounts ”
means each of the Series 2026-3 Distribution Account, the Series 2026-3 Reserve Account, the Series 2026-3 Collection Account, the Series
2026-3 Excess Collection Account and the Series 2026-3 Accrued Interest Account.

 “ Series 2026-3 Accrued
Interest Account ” is defined in Section 2.1(b).

 “ Series 2026-3 AESOP
I Operating Lease Loan Agreement Borrowing Base ” means, as of any date of determination, the product of (a) the Series 2026-3
AESOP I Operating Lease Vehicle Percentage as of such date and (b) the excess of (i) the AESOP I Operating Lease Loan Agreement Borrowing
Base as of such date over (ii) the Moody’s Excluded Manufacturer Amount as of such date.

 “ Series 2026-3 AESOP
I Operating Lease Vehicle Percentage ” means, as of any date of determination, a fraction, expressed as a percentage (which percentage
shall never exceed 100%), the numerator of which is the Series 2026-3 Required AESOP I Operating Lease Vehicle Amount as of such date
and the denominator of which is the sum of the Required AESOP I Operating Lease Vehicle Amounts for all Series of Notes as of such date.

 “ Series 2026-3 Agent ”
is defined in the recitals hereto.

 16

 “ Series 2026-3 Allocated
Cash Amount ” means, as of any date of determination, an amount equal to (x) all cash on deposit in the Collection Account as
of such date times (y) the Series 2026-3 Invested Percentage (calculated with respect to Principal Collections) as of such date.

 “ Series 2026-3 Allocated
Multi-Series Letter of Credit Amount ” means, as of any date of determination, the lesser of (a) the Series 2026-3 Allocated
Multi-Series Letter of Credit Liquidity Amount on such date and (b) the aggregate outstanding principal amount of the Series 2026-3 Demand
Notes on such date.

 “ Series 2026-3 Allocated
Multi-Series Letter of Credit Liquidity Amount ” means, as of any date of determination, the sum of (a) the Series 2026-3 Applicable
Multi-Series L/C Amount as of such date under each Multi-Series Letters of Credit on which no draw has been made pursuant to Section 2.8(c),
and (b) if the Series 2026-3 Cash Collateral Account has been established and funded pursuant to Section 2.8, the Series 2026-3 Available
Cash Collateral Account Amount on such date.

 “ Series 2026-3 Applicable
Multi-Series L/C Amount ” means, as of any date of determination, an amount equal to the sum, for each Multi-Series Letter of
Credit, of (1) the aggregate amount available to be drawn on such date under such Multi-Series Letter of Credit times (2) an amount
(expressed as a percentage) equal to the Series 2026-3 Required Liquidity Amount divided by “Required Liquidity Amount” for
each applicable Series for which such Multi-Series Letter of Credit is providing credit enhancement.

 “ Series 2026-3 Available
Cash Collateral Account Amount ” means, as of any date of determination, the amount on deposit in the Series 2026-3 Cash Collateral
Account (after giving effect to any deposits thereto and withdrawals and releases therefrom on such date).

 “ Series 2026-3 Available
Reserve Account Amount ” means, as of any date of determination, the amount on deposit in the Series 2026-3 Reserve Account (after
giving effect to any deposits thereto and withdrawals and releases therefrom on such date).

 “ Series 2026-3 Cash
Collateral Account ” is defined in Section 2.8(f).

 “ Series 2026-3 Cash
Collateral Account Collateral ” is defined in Section 2.8(a).

 “ Series 2026-3 Cash
Collateral Account Surplus ” means, with respect to any Distribution Date, the lesser of (a) the Series 2026-3 Available Cash
Collateral Account Amount and (b) the lesser of (A) the excess, if any, of the Series 2026-3 Liquidity Amount (after giving effect to
any withdrawal from the Series 2026-3 Reserve Account on such Distribution Date) over the Series 2026-3 Required Liquidity Amount on such
Distribution Date and (B) the excess, if any, of the Series 2026-3 Enhancement Amount (after giving effect to any withdrawal from the
Series 2026-3 Reserve Account on such Distribution Date) over the Series 2026-3 Required Enhancement Amount on such Distribution Date;
 provided , however , that, on any date after the Multi-Series Letter of Credit Termination Date, the Series 2026-3 Cash Collateral
Account Surplus shall mean the excess, if any, of (x) the Series 2026-3 Available Cash Collateral Account Amount over (y) the Series 2026-3
Demand Note Payment Amount minus the Pre-Preference Period Demand Note Payments as of such date.

 17

 “ Series 2026-3 Cash
Collateral Percentage ” means, as of any date of determination, the percentage equivalent of a fraction, the numerator of which
is the Series 2026-3 Available Cash Collateral Account Amount as of such date and the denominator of which is the Series 2026-3 Allocated
Multi-Series Letter of Credit Liquidity Amount as of such date.

 “ Series 2026-3 Closing
Date ” means June 9, 2026.

 “ Series 2026-3 Collateral ”
means the Collateral, the Multi-Series Letters of Credit, each Series 2026-3 Demand Note, the Series 2026-3 Distribution Account Collateral,
the Series 2026-3 Cash Collateral Account Collateral and the Series 2026-3 Reserve Account Collateral.

 “ Series 2026-3 Collection
Account ” is defined in Section 2.1(b).

 “ Series 2026-3 Controlled
Amortization Period ” means the period commencing upon the close of business on September 30, 2029 (or, if such day is not a
Business Day, the Business Day immediately preceding such day) and continuing to the earliest of (i) the commencement of the Series 2026-3
Rapid Amortization Period, (ii) the date on which the Series 2026-3 Notes are fully paid and (iii) the termination of the Indenture.

 “ Series 2026-3 Demand
Note ” means each demand note made by a Demand Note Issuer, substantially in the form of Exhibit F , as amended, modified
or restated from time to time.

 “ Series 2026-3 Demand
Note Payment Amount ” means, as of the Multi-Series Letter of Credit Termination Date, the aggregate amount of all proceeds of
demands made on the Series 2026-3 Demand Notes pursuant to Section 2.5(b) or (c) that were deposited into the Series 2026-3 Distribution
Account and paid to the Series 2026-3 Noteholders during the one year period ending on the Multi-Series Letter of Credit Termination Date;
 provided , however , that if an Event of Bankruptcy (or the occurrence of an event described in clause (a) of the definition
thereof, without the lapse of a period of sixty (60) consecutive days) with respect to a Demand Note Issuer shall have occurred during
such one year period, the Series 2026-3 Demand Note Payment Amount as of the Multi-Series Letter of Credit Termination Date shall equal
the Series 2026-3 Demand Note Payment Amount as if it were calculated as of the date of such occurrence.

 “ Series 2026-3 Deposit
Date ” is defined in Section 2.2.

 “ Series 2026-3 Distribution
Account ” is defined in Section 2.9(a).

 “ Series 2026-3 Distribution
Account Collateral ” is defined in Section 2.9(d).

 “ Series 2026-3 Eligible
Letter of Credit Provider ” means a Person satisfactory to ABCR and the Demand Note Issuers and having, at the time of the issuance
of the related Multi-Series Letter of Credit, a long-term senior unsecured debt rating (or the equivalent thereof) of at least “Al”
from Moody’s and at least “A+” from Fitch and a short-term senior unsecured debt rating of at least “P-1”
from Moody’s and at least “F1” from Fitch that is (a) a commercial bank having total assets in excess of $500,000,000,
(b) a finance company, insurance company or other financial institution that in the ordinary course of business issues letters of credit
and has total assets in excess of $200,000,000 or (c) any other financial institution; provided , however , that if a Person
is not a Multi-Series Letter of Credit Provider (or a letter of credit provider under the Series

 18

 Supplement for any other Series of Notes),
then such Person shall not be a Series 2026-3 Eligible Letter of Credit Provider until ABRCF has provided 10 days’ prior notice
to the Rating Agencies that such Person has been proposed as a Multi-Series Letter of Credit Provider.

 “ Series 2026-3 Enhancement ”
means the Series 2026-3 Cash Collateral Account Collateral, the Multi-Series Letters of Credit, the Series 2026-3 Demand Notes, the Series
2026-3 Overcollateralization Amount and the Series 2026-3 Required Reserve Account Amount.

 “ Series 2026-3 Enhancement
Amount ” means, as of any date of determination, the sum of (i) the Series 2026-3 Overcollateralization Amount as of such date,
(ii) the Series 2026-3 Allocated Multi-Series Letter of Credit Amount as of such date, (iii) the Series 2026-3 Available Reserve Account
Amount as of such date and (iv) the amount of cash and Permitted Investments on deposit in the Series 2026-3 Collection Account (not including
amounts allocable to the Series 2026-3 Accrued Interest Account) and the Series 2026-3 Excess Collection Account as of such date.

 “ Series 2026-3 Enhancement
Deficiency ” means, on any date of determination, the amount by which the Series 2026-3 Enhancement Amount is less than the Series
2026-3 Required Enhancement Amount as of such date.

 “ Series 2026-3 Excess
Collection Account ” is defined in Section 2.1(b).

 “ Series 2026-3 Expected
Final Distribution Date ” means the April 2030 Distribution Date.

 “ Series 2026-3 Final
Distribution Date ” means the April 2031 Distribution Date.

 “ Series 2026-3 Interest
Period ” means a period commencing on and including the 20 th day of each calendar month and ending on and including
the 19 th day in the following calendar month; provided , however , that the initial Series 2026-3 Interest Period
shall commence on and include the Series 2026-3 Closing Date and end on and include July 19, 2026.

 “ Series 2026-3 Invested
Amount ” means, as of any date of determination, the sum of the Class A Invested Amount as of such date, the Class B Invested
Amount as of such date, the Class C Invested Amount as of such date, the Class D Invested Amount as of such date and the Class R Invested
Amount as of such date.

 “ Series 2026-3 Invested
Percentage ” means as of any date of determination:

 (a) when
used with respect to Principal Collections, the percentage equivalent (which percentage shall never exceed 100%) of a fraction, the numerator
of which shall be equal to the sum of the Series 2026-3 Invested Amount and the Series 2026-3 Overcollateralization Amount, determined
during the Series 2026-3 Revolving Period as of the end of the Related Month (or, until the end of the initial Related Month, on the Series
2026-3 Closing Date), or, during the Series 2026-3 Controlled Amortization Period and the Series 2026-3 Rapid Amortization Period, as
of the end of the Series 2026-3 Revolving Period, and the denominator of which shall be the greater of (I) the Aggregate Asset Amount
as of the end of the Related Month or, until the end of the initial Related Month, as of the Series 2026-3 Closing Date, and (II) as of
the same date as in clause (I), the sum of the numerators used
to determine the invested percentages for allocations with respect to Principal Collections (for all Series of Notes and all classes of
such Series of Notes); and

 19

 (b) when
used with respect to Interest Collections, the percentage equivalent (which percentage shall never exceed 100%) of a fraction, the numerator
of which shall be the Accrued Amounts with respect to the Series 2026-3 Notes on such date of determination, and the denominator of which
shall be the aggregate Accrued Amounts with respect to all Series of Notes on such date of determination.

 “ Series 2026-3 Lease
Interest Payment Deficit ” means, on any Distribution Date, an amount equal to the excess, if any, of (1) the excess, if any,
of (a) the aggregate amount of Interest Collections which pursuant to Section 2.2(a), (b), (c) or (d) would have been allocated to the
Series 2026-3 Accrued Interest Account if all payments of Monthly Base Rent required to have been made under the Leases from and excluding
the preceding Distribution Date to and including such Distribution Date were made in full over (b) the aggregate amount of Interest Collections
which pursuant to Section 2.2(a), (b), (c) or (d) have been allocated to the Series 2026-3 Accrued Interest Account (excluding any amounts
paid into the Series 2026-3 Accrued Interest Account pursuant to the proviso in Sections 2.2(c)(ii) and/or 2.2(d)(ii)) from and excluding
the preceding Distribution Date to and including the Business Day immediately preceding such Distribution Date over (2) the Class R Monthly
Interest with respect to the Series 2026-3 Interest Period ended on the day preceding such Distribution Date.

 “ Series 2026-3 Lease
Payment Deficit ” means either a Series 2026-3 Lease Interest Payment Deficit or a Series 2026-3 Lease Principal Payment Deficit.

 “ Series 2026-3 Lease
Principal Payment Carryover Deficit ” means (a) for the initial Distribution Date, zero and (b) for any other Distribution Date,
the excess of (x) the Series 2026-3 Lease Principal Payment Deficit, if any, on the preceding Distribution Date over (y) the amount
deposited in the Distribution Account on such preceding Distribution Date pursuant to Section 2.5(b) on account of such Series 2026-3
Lease Principal Payment Deficit.

 “ Series 2026-3 Lease
Principal Payment Deficit ” means on any Distribution Date, the sum of (a) the Series 2026-3 Monthly Lease Principal Payment
Deficit for such Distribution Date and (b) the Series 2026-3 Lease Principal Payment Carryover Deficit for such Distribution Date.

 “ Series 2026-3 Limited
Liquidation Event of Default ” means, so long as such event or condition continues, any event or condition of the type specified
in clauses (a) through (g) of Article III; provided , however , that any event or condition of the type specified in clauses
(a) through (g) of Article III shall not constitute a Series 2026-3 Limited Liquidation Event of Default if the Trustee shall have received
the written consent of the Requisite Series 2026-3 Noteholders waiving the occurrence of such Series 2026-3 Limited Liquidation Event
of Default. The Trustee shall promptly (but in any event within two (2) days) provide the Rating Agencies with written notice of such
waiver.

 20

 “ Series 2026-3 Liquidity
Amount ” means, as of any date of determination, the sum of (a) the Series 2026-3 Allocated Multi-Series Letter of Credit Liquidity
Amount on such date and (b) the Series 2026-3 Available Reserve Account Amount on such date.

 “ Series 2026-3 Maximum
Amounts ” means, collectively, the Series 2026-3 Maximum Jaguar Amount, Series 2026-3 Maximum Electric Vehicle Amount, the Series
2026-3 Maximum Land Rover Amount, the Series 2026-3 Maximum Mitsubishi Amount, the Series 2026-3 Maximum Isuzu Amount, the Series 2026-3
Maximum Subaru Amount, the Series 2026-3 Maximum Hyundai Amount, the Series 2026-3 Maximum Kia Amount, the Series 2026-3 Maximum Suzuki
Amount, the Series 2026-3 Maximum Specified States Amount (if applicable), the Series 2026-3 Maximum Non-Perfected Vehicle Amount, the
Series 2026-3 Maximum Non-Eligible Manufacturer Amount and the Series 2026-3 Maximum Medium/Heavy Duty Truck Amount.

 “ Series 2026-3 Maximum
Electric Vehicle Amount ” means, as of any day, an amount equal to 10% of the aggregate Net Book Value of all Vehicles leased
under the Leases on such day.

 “ Series 2026-3 Maximum
Hyundai Amount ” means, as of any day, an amount equal to 55% of the aggregate Net Book Value of all Vehicles leased under the
Leases on such day.

 “ Series 2026-3 Maximum
Isuzu Amount ” means, as of any day, an amount equal to 10% of the aggregate Net Book Value of all Vehicles leased under the
Leases on such day.

 “ Series 2026-3 Maximum
Jaguar Amount ” means, as of any day, an amount equal to 12.5% of the aggregate Net Book Value of all Vehicles leased under the
Leases on such day.

 “ Series 2026-3 Maximum
Kia Amount ” means, as of any day, an amount equal to 55% of the aggregate Net Book Value of all Vehicles leased under the Leases
on such day.

 “ Series 2026-3 Maximum
Land Rover Amount ” means, as of any day, an amount equal to 12.5% of the aggregate Net Book Value of all Vehicles leased under
the Leases on such day.

 “ Series 2026-3 Maximum
Medium/Heavy Duty Truck Amount ” means, as of any day, an amount equal to 5% of the aggregate Net Book Value of all Vehicles
leased under the Leases on such day.

 “ Series 2026-3 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 2026-3 Maximum
Non-Eligible Manufacturer Amount ” means, as of any day, an amount equal to 10% of the aggregate Net Book Value of all Vehicles
leased under the Leases on such day.

 21

 “ Series 2026-3 Maximum
Non-Perfected Vehicle Amount ” means, as of any day, an amount equal to 10% of the aggregate Net Book Value of all Vehicles leased
under the Leases on such day.

 “ Series 2026-3 Maximum
Specified States Amount ” means, as of any day, an amount equal to 10% of the aggregate Net Book Value of all Vehicles leased
under the Leases on such day.

 “ Series 2026-3 Maximum
Subaru Amount ” means, as of any day, an amount equal to 12.5% of the aggregate Net Book Value of all Vehicles leased under the
Leases on such day.

 “ Series 2026-3 Maximum
Suzuki Amount ” means, as of any day, an amount equal to 10% of the aggregate Net Book Value of all Vehicles leased under the
Leases on such day.

 “ Series 2026-3 Monthly
Lease Principal Payment Deficit ” means, on any Distribution Date, an amount equal to the excess, if any, of (1) the excess,
if any, of (a) the aggregate amount of Principal Collections which pursuant to Section 2.2(a), (b), (c) or (d) would have been allocated
to the Series 2026-3 Collection Account if all payments required to have been made under the Leases from and excluding the preceding Distribution
Date to and including such Distribution Date were made in full over (b) the aggregate amount of Principal Collections which pursuant to
Section 2.2(a), (b), (c) or (d) have been allocated to the Series 2026-3 Collection Account (without giving effect to any amounts
paid into the Series 2026-3 Accrued Interest Account pursuant to the proviso in Sections 2.2(c)(ii) and/or 2.2(d)(ii)) from and excluding
the preceding Distribution Date to and including the Business Day immediately preceding such Distribution Date over (2) the principal
due and payable with respect to the Class R Notes on such Distribution Date.

 “ Series 2026-3 Moody’s
Highest Enhanced Vehicle Percentage ” means, as of any date of determination, a fraction, expressed as a percentage, (a) the
numerator of which is the aggregate Net Book Value of all Vehicles (other than “medium duty” and “heavy duty”
trucks) leased under the AESOP I Operating Lease that are either not subject to a Manufacturer Program or not eligible for repurchase
under a Manufacturer Program as of such date and (b) the denominator of which is the aggregate Net Book Value of all Vehicles leased under
the AESOP I Operating Lease as of such date.

 “ Series 2026-3 Moody’s
Highest Enhancement Rate ” means, as of any date of determination, the sum of (a) 13.80% and (b) the greater of (x) the
highest, for any calendar month within the preceding 12 calendar months, of an amount (not less than zero) equal to 100% minus
the Measurement Month Average for the immediately preceding Measurement Month and (y) the highest, for any calendar month within the preceding
3 calendar months, of an amount (not less than zero) equal to 100% minus the Market Value Average as of the Determination Date
within such calendar month (excluding the Market Value Average for any Determination Date which has not yet occurred).

 “ Series 2026-3 Moody’s
Intermediate Enhanced Vehicle Percentage ” means, as of any date of determination, 100% minus the sum of (a) the Series
2026-3 Moody’s Lowest Enhanced Vehicle Percentage, (b) the Series
2026-3 Moody’s Highest Enhanced Vehicle Percentage and (c) the Series 2026-3 Moody’s Trucks Percentage.

 22

 “ Series 2026-3 Moody’s
Intermediate Enhancement Rate ” means, as of any date of determination, 8.50%.

 “ Series 2026-3 Moody’s
Lowest Enhanced Vehicle Percentage ” means, as of any date of determination, a fraction, expressed as a percentage, (a) the numerator
of which is the sum, without duplication, of (1) the aggregate Net Book Value of all Program Vehicles (other than “medium duty”
and “heavy duty” trucks) leased under the AESOP I Operating Lease that are manufactured by Eligible Program Manufacturers
having a long-term corporate family rating of “Baa3” or higher from Moody’s as of such date (or, if any Eligible
Program Manufacturer does not have a long-term corporate family rating from Moody’s as of such date, a long-term senior unsecured
debt rating of at least “Ba1” from Moody’s as of such date), and (2) so long as any Eligible Non-Program Manufacturer
has a long-term corporate family rating of “Baa3” or higher from Moody’s as of such date (or, if any Eligible Non-Program
Manufacturer does not have a long-term corporate family rating from Moody’s as of such date, a long-term senior unsecured debt rating
of at least “Ba1” from Moody’s as of such date) and no Manufacturer Event of Default has occurred and is continuing
with respect to such Eligible Non-Program Manufacturer, the aggregate Net Book Value of all Non-Program Vehicles (other than “medium
duty” and “heavy duty” trucks) leased under the AESOP I Operating Lease manufactured by each such Eligible Non-Program
Manufacturer that are subject to a Manufacturer Program and remain eligible for repurchase thereunder as of such date and (b) the denominator
of which is the aggregate Net Book Value of all Vehicles leased under the AESOP I Operating Lease as of such date.

 “ Series 2026-3 Moody’s
Lowest Enhancement Rate ” means, as of any date of determination, 5.00%.

 “ Series 2026-3 Moody’s
Required Enhancement Amount ” means, as of any date of determination, the product of (i) the Series 2026-3 Moody’s Required
Enhancement Percentage as of such date and (ii) an amount equal to the Series 2026-3 Senior Invested Amount as of such date minus
the Series 2026-3 Allocated Cash Amount.

 “ Series 2026-3 Moody’s
Required Enhancement Percentage ” means, as of any date of determination, the sum of (i) the product of (A) the Series 2026-3
Moody’s Lowest Enhancement Rate as of such date and (B) the Series 2026-3 Moody’s Lowest Enhanced Vehicle Percentage as of
such date, (ii) the product of (A) the Series 2026-3 Moody’s Intermediate Enhancement Rate as of such date and (B) the Series 2026-3
Moody’s Intermediate Enhanced Vehicle Percentage as of such date, (iii) the product of (A) the Series 2026-3 Moody’s Highest
Enhancement Rate as of such date and (B) the Series 2026-3 Moody’s Highest Enhanced Vehicle Percentage as of such date and (iv)
the product of (A) the Series 2026-3 Moody’s Trucks Enhancement Rate as of such date and (B) the Series 2026-3 Moody’s Trucks
Percentage as of such date.

 “ Series 2026-3 Moody’s
Trucks Enhancement Rate ” means, as of any date of determination, 35.70%.

 23

 “ Series 2026-3 Moody’s
Trucks Percentage ” means, as of any date of determination, a fraction, expressed as a percentage, (a) the numerator of which
is the aggregate Net Book Value of all Vehicles leased under the AESOP I Operating Lease that are that are “medium duty” or
“heavy duty” trucks as of such date and (b) the denominator of which is the aggregate Net Book Value of all Vehicles leased
under the AESOP I Operating Lease as of such date.

 “ Series 2026-3 Note
Owner ” means each beneficial owner of a Series 2026-3 Note.

 “ Series 2026-3 Noteholder ”
means any Class A Noteholder, any Class B Noteholder, any Class C Noteholder, any Class D Noteholder, any Class R Noteholder or, if the
Class E Notes have been issued, any Class E Noteholder.

 “ Series 2026-3 Notes ”
means, collectively, the Class A Notes, the Class B Notes, the Class C Notes, the Class D Notes, the Class E Notes (if issued), and the
Class R Notes.

 “ Series 2026-3 Overcollateralization
Amount ” means the excess, if any, of (x) the Series 2026-3 AESOP I Operating Lease Loan Agreement Borrowing Base as of such
date over (y) the Series 2026-3 Senior Invested Amount as of such date.

 “ Series 2026-3 Past
Due Rent Payment ” is defined in Section 2.2(g).

 “ Series 2026-3 Percentage ”
means, as of any date of determination, a fraction, expressed as a percentage, the numerator of which is the Series 2026-3 Invested Amount
as of such date and the denominator of which is the Aggregate Invested Amount as of such date.

 “ Series 2026-3 Principal
Allocation ” is defined in Section 2.2(a)(ii).

 “ Series 2026-3 Rapid
Amortization Period ” means the period beginning at the close of business on the Business Day immediately preceding the day on
which an Amortization Event is deemed to have occurred with respect to the Series 2026-3 Notes and ending upon the earliest to occur of
(i) the date on which the Series 2026-3 Notes are fully paid, (ii) the Series 2026-3 Final Distribution Date and (iii) the termination
of the Indenture.

 “ Series 2026-3 Reimbursement
Agreement ” means any and each agreement providing for the reimbursement of a Multi-Series Letter of Credit Provider for draws
under its Multi-Series Letter of Credit as the same may be amended, supplemented, restated or otherwise modified from time to time.

 “ Series 2026-3 Repurchase
Amount ” is defined in Section 5.1(a).

 “ Series 2026-3 Required
AESOP I Operating Lease Vehicle Amount ” means, as of any date of determination, the sum of the Series 2026-3 Invested Amount
and the Series 2026-3 Required Overcollateralization Amount as of such date.

 “ Series 2026-3 Required
Enhancement Amount ” means, as of any date of determination, the sum (without duplication) of (i) the Series 2026-3 Moody’s
Required Enhancement Amount as of such date, (ii) the Series 2026-3 AESOP I Operating Lease Vehicle

 24

 Percentage as of the immediately preceding
Business Day of the excess, if any, of the aggregate Net Book Value of all Vehicles manufactured by Mitsubishi and leased under the Leases
as of such date over the Series 2026-3 Maximum Mitsubishi Amount as of such date, (iii) the Series 2026-3 AESOP I Operating Lease Vehicle
Percentage as of the immediately preceding Business Day of the excess, if any, of the aggregate Net Book Value of all Vehicles manufactured
by Isuzu and leased under the Leases as of such date over the Series 2026-3 Maximum Isuzu Amount as of such date, (iv) the Series 2026-3
AESOP I Operating Lease Vehicle Percentage as of the immediately preceding Business Day of the excess, if any, of the aggregate Net Book
Value of all Vehicles manufactured by Subaru and leased under the Leases as of such date over the Series 2026-3 Maximum Subaru Amount
as of such date, (v) the Series 2026-3 AESOP I Operating Lease Vehicle Percentage as of the immediately preceding Business Day of the
excess, if any, of the aggregate Net Book Value of all Vehicles manufactured by Hyundai and leased under the Leases as of such date over
the Series 2026-3 Maximum Hyundai Amount as of such date, (vi) the Series 2026-3 AESOP I Operating Lease Vehicle Percentage as of the
immediately preceding Business Day of the excess, if any, of the aggregate Net Book Value of all Vehicles manufactured by Kia and leased
under the Leases as of such date over the Series 2026-3 Maximum Kia Amount as of such date, (vii) the Series 2026-3 AESOP I Operating
Lease Vehicle Percentage as of the immediately preceding Business Day of the excess, if any, of the aggregate Net Book Value of all Vehicles
manufactured by Suzuki and leased under the Leases as of such date over the Series 2026-3 Maximum Suzuki Amount as of such date, (viii)
the Series 2026-3 AESOP I Operating Lease Vehicle Percentage as of the immediately preceding Business Day of the excess, if any, of the
aggregate Net Book Value of all Vehicles that are Electric Vehicles and leased under the Leases as of such date over the Series 2026-3
Maximum Electric Vehicle Amount as of such date, (ix) the Series 2026-3 AESOP I Operating Lease Vehicle Percentage as of the immediately
preceding Business Day of the excess, if any, of the aggregate Net Book Value of all Vehicles manufactured by Land Rover and leased under
the Leases as of such date over the Series 2026-3 Maximum Land Rover Amount as of such date, (x) the Series 2026-3 AESOP I Operating Lease
Vehicle Percentage as of the immediately preceding Business Day of the excess, if any, of the aggregate Net Book Value of all Vehicles
manufactured by Jaguar and leased under the Leases as of such date over the Series 2026-3 Maximum Jaguar Amount as of such date, (xi)
the Series 2026-3 AESOP I Operating Lease Vehicle Percentage as of the immediately preceding Business Day of the excess, if any, of (x)
Springing Amendment Condition (Non-Perfected Lien) is not satisfied, the Specified States Amount as of such date over the Series 2026-3
Maximum Specified States Amount or (y) if the Springing Amendment Condition (Non-Perfected Lien) is satisfied, the Net Book Value of all
Vehicles leased under the Operating Leases with respect to which the lien under the Indenture is not perfected through a notation of such
lien on the Certificate of Title or otherwise over the Series 2026-3 Maximum Non-Perfected Vehicle Amount (as applicable) as of such date,
(xii) the Series 2026-3 AESOP I Operating Lease Vehicle Percentage as of the immediately preceding Business Day of the excess, if any,
of the Non-Eligible Manufacturer Amount as of such date over the Series 2026-3 Maximum Non-Eligible Manufacturer Amount as of such date
and (xiii) if the Springing Amendment Condition (Trucks) has been satisfied, the Series 2026-3 AESOP I Operating Lease Vehicle Percentage
as of the immediately preceding Business Day of the excess, if any, of the Net Book Value of all Vehicles leased under the Leases as of
such date that were “medium duty” or “heavy duty” trucks at the time of acquisition over the Series 2026-3 Maximum
Medium/Heavy Duty Truck Amount as of such date.

 25

 “ Series 2026-3 Required
Liquidity Amount ” means, as of any date of determination, an amount equal to the product of 3.25% and the Series 2026-3 Senior
Invested Amount as of such date.

 “ Series 2026-3 Required
Overcollateralization Amount ” means, as of any date of determination, the excess, if any, of the Series 2026-3 Required Enhancement
Amount over the sum of (i) the Series 2026-3 Allocated Multi-Series Letter of Credit Amount as of such date, (ii) the Series 2026-3 Available
Reserve Account Amount on such date and (iii) the amount of cash and Permitted Investments on deposit in the Series 2026-3 Collection
Account (not including amounts allocable to the Series 2026-3 Accrued Interest Account) and the Series 2026-3 Excess Collection Account
on such date.

 “ Series 2026-3 Required
Reserve Account Amount ” means, for any date of determination, an amount equal to the greater of (a) the excess, if any,
of the Series 2026-3 Required Liquidity Amount as of such date over the Series 2026-3 Allocated Multi-Series Letter of Credit Liquidity
Amount as of such date and (b) the excess, if any, of the Series 2026-3 Required Enhancement Amount as of such date over the Series 2026-3
Enhancement Amount (excluding therefrom the Series 2026-3 Available Reserve Account Amount and calculated after giving effect to any payments
of principal to be made on the Series 2026-3 Notes) as of such date.

 “ Series 2026-3 Reserve
Account ” is defined in Section 2.7(a).

 “ Series 2026-3 Reserve
Account Collateral ” is defined in Section 2.7(d).

 “ Series 2026-3 Reserve
Account Surplus ” means, with respect to any Distribution Date, the excess, if any, of the Series 2026-3 Available Reserve Account
Amount over the Series 2026-3 Required Reserve Account Amount on such Distribution Date.

 “ Series 2026-3 Revolving
Period ” means the period from and including the Series 2026-3 Closing Date to the earlier of (i) the commencement of the
Series 2026-3 Controlled Amortization Period and (ii) the commencement of the Series 2026-3 Rapid Amortization Period.

 “ Series 2026-3 Senior
Invested Amount ” means, on any date, the sum of the Class A Invested Amount on such date, the Class B Invested Amount on such
date, the Class C Invested Amount on such date and the Class D Invested Amount on such date.

 “ Series 2026-3 Senior
Monthly Interest ” means, with respect to any Distribution Date, the sum of the Class A Monthly Interest, the Class B Monthly
Interest, the Class C Monthly Interest and the Class D Monthly Interest, in each case with respect to the Series 2026-3 Interest Period
ended on the day preceding such Distribution Date.

 “ Series 2026-3 Senior
Notes ” means, collectively, the Class A Notes, the Class B Notes, the Class C Notes and the Class D Notes.

 “ Series 2026-3 Shortfall ”
means, on any Distribution Date, the sum of the Class A Shortfall, the Class B Shortfall, the Class C Shortfall and the Class D Shortfall
on such Distribution Date.

 26

 “ Series 2026-3 Termination
Date ” means the April 2031 Distribution Date.

 “ Series 2026-3 Trustee’s
Fees ” means, for any Distribution Date during the Series 2026-3 Rapid Amortization Period on which there exists a Series 2026-3
Lease Interest Payment Deficit, a portion of the fees payable to the Trustee in an amount equal to the product of (i) the Series 2026-3
Percentage as of the beginning of the Series 2026-3 Interest Period ending on the day preceding such Distribution Date and (ii) the fees
owing to the Trustee under the Base Indenture; provided , however , that the Series 2026-3 Trustee’s Fees in the aggregate
for all Distribution Dates shall not exceed 1.1% of the Series 2026-3 Required AESOP I Operating Lease Vehicle Amount as of the last day
of the Series 2026-3 Revolving Period.

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

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

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

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

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

 “ Supplement ”
is defined in the preamble hereto.

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

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

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

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

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

 “ Temporary Global
Series 2026-3 Notes ” is defined in Section 4.2.

 27

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

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

 “ Trustee ”
is defined in the recitals hereto.

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

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

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

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

 (c) Any
amounts calculated by reference to the Series 2026-3 Invested Amount (or any component thereof) on any date shall, unless otherwise stated,
be calculated after giving effect to any payment of principal made to the applicable Class A Noteholders, applicable Class B Noteholders,
applicable Class C Noteholders, applicable Class D Noteholders and applicable Class R Noteholders on such date.

 ARTICLE II

SERIES 2026-3 ALLOCATIONS

 With respect to the Series
2026-3 Notes, the following shall apply:

 Section 2.1.
 Establishment of Series 2026-3 Collection Account, Series 2026-3 Excess Collection Account and Series 2026-3 Accrued Interest
Account .

 (a)
All Collections allocable to the Series 2026-3
Notes shall be allocated to the Collection Account.

 (b)
 The Trustee will create three administrative subaccounts within the Collection Account for the benefit of the Series 2026-3 Noteholders:
the Series 2026-3 Collection

 28

 Account (such sub-account, the “ Series
2026-3 Collection Account ”), the Series 2026-3 Excess Collection Account (such sub-account, the “ Series 2026-3
Excess Collection Account ”) and the Series 2026-3 Accrued Interest Account (such sub-account, the “ Series 2026-3
Accrued Interest Account ”).

 Section 2.2.
 Allocations with Respect to the Series 2026-3 Notes . The net proceeds from the initial sale of the Class A Notes, Class
B Notes, Class C Notes, Class D Notes and Class R Notes will be deposited into the Collection Account on the Series 2026-3 Closing Date
and the net proceeds from any issuance of Class E Notes and Additional Class R Notes shall be deposited into the Collection Account on
the Additional Notes Closing Date. On each Business Day on which Collections are deposited into the Collection Account (each such date,
a “ Series 2026-3 Deposit Date ”), the Administrator will direct the Trustee in writing pursuant to the Administration
Agreement to allocate all amounts deposited into the Collection Account in accordance with the provisions of this Section 2.2.

 (a)
 Allocations of Collections During the Series 2026-3 Revolving Period . During the Series 2026-3 Revolving Period, the Administrator
will direct the Trustee in writing pursuant to the Administration Agreement to allocate, prior to 11:00 a.m. (New York City time)
on each Series 2026-3 Deposit Date, all amounts deposited into the Collection Account as set forth below:

 (i)
 allocate to the Series 2026-3 Collection Account an amount equal to the Series 2026-3 Invested Percentage (as of such day) of the
aggregate amount of Interest Collections on such day. All such amounts allocated to the Series 2026-3 Collection Account shall be further
allocated to the Series 2026-3 Accrued Interest Account; and

 (ii)
 allocate to the Series 2026-3 Excess Collection Account an amount equal to the Series 2026-3 Invested Percentage (as of such day)
of the aggregate amount of Principal Collections on such day (for any such day, the “ Series 2026-3 Principal Allocation ”).

 (b)
 Allocations of Collections During the Series 2026-3 Controlled Amortization Period . With respect to the Series 2026-3 Controlled
Amortization Period, the Administrator will direct the Trustee in writing pursuant to the Administration Agreement to allocate, prior
to 11:00 a.m. (New York City time) on any Series 2026-3 Deposit Date, all amounts deposited into the Collection Account as set forth below:

 (i)
 allocate to the Series 2026-3 Collection Account an amount determined as set forth in Section 2.2(a)(i) above for such day, which
amount shall be further allocated to the Series 2026-3 Accrued Interest Account; and

 (ii)
 allocate to the Series 2026-3 Collection Account an amount equal to the Series 2026-3 Principal Allocation for such day, which
amount shall be used to make principal payments in respect of the Series 2026-3 Notes in accordance with Section 2.5, (A) first, in respect
of the Class A Notes in an amount equal to the Class A Controlled Distribution Amount, (B) second, in respect of the Class B Notes in
an amount equal to the Class B Controlled Distribution Amount, (C) third, in respect of the Class C Notes in an

 29

 amount equal to the Class C Controlled
Distribution Amount, (D) fourth, in respect of the Class D Notes in an amount equal to the Class D Controlled Distribution Amount and
(E) fifth, in respect of the Class R Notes in an amount equal to the Class R Controlled Amortization Amount, in each case with respect
to the Related Month; provided , however , that if the Monthly Total Principal Allocation exceeds the sum of the Class A Controlled
Distribution Amount, the Class B Controlled Distribution Amount, the Class C Controlled Distribution Amount, the Class D Controlled Distribution
Amount and the Class R Controlled Amortization Amount, in each case with respect to the Related Month, then the amount of such excess
shall be allocated to the Series 2026-3 Excess Collection Account.

 (c)
 Allocations of Collections During the Series 2026-3 Rapid Amortization Period . With respect to the Series 2026-3 Rapid Amortization
Period, other than after the occurrence of an Event of Bankruptcy with respect to ABCR, any other Lessee or any Permitted Sublessee, the
Administrator will direct the Trustee in writing pursuant to the Administration Agreement to allocate, prior to 11:00 a.m. (New York
City time) on any Series 2026-3 Deposit Date, all amounts deposited into the Collection Account as set forth below:

 (i)
 allocate to the Series 2026-3 Collection Account an amount determined as set forth in Section 2.2(a)(i) above for such day, which
amount shall be further allocated to the Series 2026-3 Accrued Interest Account; and

 (ii)
 allocate to the Series 2026-3 Collection Account an amount equal to the Series 2026-3 Principal Allocation for such day, which
amount shall be used in accordance with Section 2.5 to make principal payments in respect of the Class A Notes until the Class A Notes
have been paid in full, and after the Class A Notes have been paid in full shall be used to make principal payments in respect of the
Class B Notes until the Class B Notes have been paid in full, and after the Class A Notes and the Class B Notes have been paid in full
shall be used to make principal payments in respect of the Class C Notes until the Class C Notes have been paid in full, and after the
Class A Notes, the Class B Notes and the Class C Notes have been paid in full shall be used to make principal payments in respect of the
Class D Notes until the Class D Notes have been paid in full, and after the Class A Notes, the Class B Notes, the Class C Notes and the
Class D Notes have been paid in full (including interest thereon) shall be used to make principal payments in respect of the Class R Notes
until the Class R Notes have been paid in full; provided , however , that if on any Determination Date (A) the Administrator
determines that the amount anticipated to be available from Interest Collections allocable to the Series 2026-3 Notes and other amounts
available pursuant to Section 2.3 to pay the sum of (x) the Series 2026-3 Senior Monthly Interest for the next succeeding Distribution
Date and (y) any unpaid Series 2026-3 Shortfall on such Distribution Date (together with interest on such Series 2026-3 Shortfall) will
be less than the sum of (I) the Series 2026-3 Senior Monthly Interest for such Distribution Date and (II) such Series 2026-3 Shortfall
(together with interest thereon) and (B) the Series 2026-3 Enhancement Amount is greater than zero, then the Administrator shall direct
the Trustee in writing to reallocate a portion of the Principal Collections allocated to the Series 2026-3 Notes during the Related Month
equal to the lesser of such insufficiency and the Series 2026-3 Enhancement Amount to the Series 2026-3 Accrued Interest Account to be
treated as Interest Collections on such Distribution Date; provided further , however , that if on any Determination Date
the Administrator

 30

 determines that, after giving effect
the preceding proviso, the amount anticipated to be available from Interest Collections allocable to the Series 2026-3 Notes and other
amounts available pursuant to Section 2.3 to pay the sum of (x) the Series 2026-3 Senior Monthly Interest for the next succeeding
Distribution Date and (y) any unpaid Series 2026-3 Shortfall on such Distribution Date (together with interest on such Series 2026-3 Shortfall)
will be less than the sum of (I) the Series 2026-3 Senior Monthly Interest for such Distribution Date and (II) such Series 2026-3 Shortfall
(together with interest thereon), then the Administrator shall direct the Trustee in writing to reallocate a portion of the Principal
Collections allocated to the Series 2026-3 Notes during the Related Month equal to the lesser of (1) the amount of such Principal Collections
that is anticipated to remain after the payment of the Series 2026-3 Senior Invested Amount in full, and (2) any such interest due and
owing in respect of the Class A Notes, the Class B Notes, the Class C Notes or the Class D Notes to the 2026-3 Accrued Interest Account
to be treated as Interest Collections on such Distribution Date.

 (d)
 Allocations of Collections after the Occurrence of an Event of Bankruptcy . After the occurrence of an Event of Bankruptcy
with respect to ABCR, any other Lessee or any Permitted Sublessee, the Administrator will direct the Trustee in writing pursuant to the
Administration Agreement to allocate, prior to 11:00 a.m. (New York City time) on any Series 2026-3 Deposit Date, all amounts attributable
to the AESOP I Operating Lease Loan Agreement deposited into the Collection Account as set forth below:

 (i)
 allocate to the Series 2026-3 Collection Account an amount equal to the Series 2026-3 AESOP I Operating Lease Vehicle Percentage
as of the date of the occurrence of such Event of Bankruptcy of the aggregate amount of Interest Collections made under the AESOP I Operating
Lease Loan Agreement for such day. All such amounts allocated to the Series 2026-3 Collection Account shall be further allocated to the
Series 2026-3 Accrued Interest Account; and

 (ii)
 allocate to the Series 2026-3 Collection Account an amount equal to the Series 2026-3 AESOP I Operating Lease Vehicle Percentage
as of the date of the occurrence of such Event of Bankruptcy of the aggregate amount of Principal Collections made under the AESOP I Operating
Lease Loan Agreement, which amount shall be used in accordance with Section 2.5 , to make principal payments in respect of the Class
A Notes until the Class A Notes have been paid in full, and after the Class A Notes have been paid in full shall be used to make principal
payments in respect of the Class B Notes until the Class B Notes have been paid in full, and after the Class A Notes and the Class B Notes
have been paid in full shall be used to make principal payments in respect of the Class C Notes until the Class C Notes have been paid
in full, and after the Class A Notes, the Class B Notes and the Class C Notes have been paid in full shall be used to make principal payments
in respect of the Class D Notes until the Class D Notes have been paid in full, and after the Class A Notes, the Class B Notes, the Class
C Notes and the Class D Notes have been paid in full (including interest thereon), shall be used to make principal payments in respect
of the Class R Notes until the Class R Notes have been paid in full; provided , however , that if on any Determination Date
(A) the Administrator determines that the amount anticipated to be available from Interest Collections allocable to the Series 2026-3
Notes and other amounts available pursuant to Section 2.3 to pay the sum of (x) the Series

 31

 2026-3 Senior Monthly Interest for the
next succeeding Distribution Date and (y) any unpaid Series 2026-3 Shortfall on such Distribution Date (together with interest on such
Series 2026-3 Shortfall) will be less than the sum of (I) the Series 2026-3 Senior Monthly Interest for such Distribution Date and (II)
such Series 2026-3 Shortfall (together with interest thereon) and (B) the Series 2026-3 Enhancement Amount is greater than zero, then
the Administrator shall direct the Trustee in writing to reallocate a portion of the Principal Collections allocated to the Series 2026-3
Notes during the Related Month equal to the lesser of such insufficiency and the Series 2026-3 Enhancement Amount to the Series 2026-3
Accrued Interest Account to be treated as Interest Collections on such Distribution Date; provided further , however , that
if on any Determination Date the Administrator determines that, after giving effect the preceding proviso, the amount anticipated to be
available from Interest Collections allocable to the Series 2026-3 Notes and other amounts available pursuant to Section 2.3 to
pay the sum of (x) the Series 2026-3 Senior Monthly Interest for the next succeeding Distribution Date and (y) any unpaid Series 2026-3
Shortfall on such Distribution (together with interest in such Series 2026-3 Shortfall), will be less than the sum of (I) the Series 2026-3
Senior Monthly Interest for such Distribution Date and (II) such Series 2026-3 Shortfall (together with interest thereon), then the Administrator
shall direct the Trustee in writing to reallocate any portion of the Principal Collections allocated to the Series 2026-3 Notes during
the Related Month equal to the lesser of (1) the amount of such Principal Collections that is anticipated to remain after the payment
of the Series 2026-3 Senior Invested Amount in full, and (2) any such interest due and owing in respect of the Class A Notes, the Class
B Notes, the Class C Notes or the Class D Notes to the 2026-3 Accrued Interest Account to be treated as Interest Collections on such Distribution
Date.

 (e)
 Series 2026-3 Excess Collection Account . Amounts allocated to the Series 2026-3 Excess Collection Account on any Series
2026-3 Deposit Date will be (w) first, deposited in the Series 2026-3 Reserve Account in an amount up to the excess, if any, of the Series
2026-3 Required Reserve Account Amount for such date over the Series 2026-3 Available Reserve Account Amount for such date, (x) second,
used to pay the principal amount of other Series of Notes that are then in amortization, (y) third, released to AESOP Leasing in an amount
equal to the product of (A) the Loan Agreement’s Share with respect to the AESOP I Operating Lease Loan Agreement as of such date
and (B) 100% minus the Loan Payment Allocation Percentage with respect to the AESOP I Operating Lease Loan Agreement as of such
date and (C) the amount of any remaining funds and (z) fourth, paid to ABRCF for any use permitted by the Related Documents including
to make Loans under the Loan Agreements to the extent the Borrowers have requested Loans thereunder and Eligible Vehicles are available
for financing thereunder; provided , however , that in the case of clauses (x), (y) and (z), that no Amortization Event, Series
2026-3 Enhancement Deficiency or AESOP I Operating Lease Vehicle Deficiency would result therefrom or exist immediately thereafter. Upon
the occurrence of an Amortization Event and once a Trust Officer has actual knowledge of the Amortization Event, funds on deposit in the
Series 2026-3 Excess Collection Account will be withdrawn by the Trustee, deposited in the Series 2026-3 Collection Account and allocated
as Principal Collections to reduce the Series 2026-3 Invested Amount on the immediately succeeding Distribution Date.

 (f)
 Allocations From Other Series . Amounts allocated to other Series of Notes that have been reallocated by ABRCF to the Series
2026-3 Notes (i) during the Series 2026-3

 32

 Revolving Period shall be allocated to the
Series 2026-3 Excess Collection Account and applied in accordance with Section 2.2(e) and (ii) during the Series 2026-3 Controlled Amortization
Period or the Series 2026-3 Rapid Amortization Period shall be allocated to the Series 2026-3 Collection Account and applied in accordance
with Section 2.2(b) or 2.2(c), as applicable, to make principal payments in respect of the Series 2026-3 Notes.

 (g)
 Past Due Rent Payments . Notwithstanding the foregoing, if in the case of Section 2.2(a) or (b), after the occurrence of
a Series 2026-3 Lease Payment Deficit, the Lessees shall make payments of Monthly Base Rent or other amounts payable by the Lessees under
the Leases on or prior to the fifth Business Day after the occurrence of such Series 2026-3 Lease Payment Deficit (a “ Past Due
Rent Payment ”), the Administrator shall direct the Trustee in writing pursuant to the Administration Agreement to allocate to
the Series 2026-3 Collection Account an amount equal to the Series 2026-3 Invested Percentage as of the date of the occurrence of such
Series 2026-3 Lease Payment Deficit of the Collections attributable to such Past Due Rent Payment (the “ Series 2026-3 Past Due
Rent Payment ”). The Administrator shall instruct the Trustee in writing pursuant to the Administration Agreement to withdraw
from the Series 2026-3 Collection Account and apply the Series 2026-3 Past Due Rent Payment in the following order:

 (i)
 if the occurrence of such Series 2026-3 Lease Payment Deficit resulted in one or more Lease Deficit Disbursements being made under
the Multi-Series Letters of Credit, pay to each Multi-Series Letter of Credit Provider who made such a Lease Deficit Disbursement for
application in accordance with the provisions of the applicable Series 2026-3 Reimbursement Agreement an amount equal to the lesser of
(x) the unreimbursed amount of such Multi-Series Letter of Credit Provider’s Lease Deficit Disbursement and (y) such Multi-Series
Letter of Credit Provider’s Pro Rata Share of the Series 2026-3 Past Due Rent Payment;

 (ii)
 if the occurrence of such Series 2026-3 Lease Payment Deficit resulted in a withdrawal being made from the Series 2026-3 Cash Collateral
Account, deposit in the Series 2026-3 Cash Collateral Account an amount equal to the lesser of (x) the amount of the Series 2026-3 Past
Due Rent Payment remaining after any payment pursuant to clause (i) above and (y) the amount withdrawn from the Series 2026-3 Cash Collateral
Account on account of such Series 2026-3 Lease Payment Deficit;

 (iii)
 if the occurrence of such Series 2026-3 Lease Payment Deficit resulted in a withdrawal being made from the Series 2026-3 Reserve
Account pursuant to Section 2.3(d), deposit in the Series 2026-3 Reserve Account an amount equal to the lesser of (x) the amount of the
Series 2026-3 Past Due Rent Payment remaining after any payments pursuant to clauses (i) and (ii) above and (y) the excess, if any, of
the Series 2026-3 Required Reserve Account Amount over the Series 2026-3 Available Reserve Account Amount on such day;

 (iv)
 allocate to the Series 2026-3 Accrued Interest Account the amount, if any, by which the Series 2026-3 Lease Interest Payment Deficit,
if any, relating to such Series 2026-3 Lease Payment Deficit exceeds the amount of the Series 2026-3 Past Due Rent Payment applied pursuant
to clauses (i), (ii) and (iii) above; and

 33

 (v)
 treat the remaining amount of the Series 2026-3 Past Due Rent Payment as Principal Collections allocated to the Series 2026-3
Notes in accordance with Section 2.2(a)(ii) or 2.2(b)(ii), as the case may be.

 Section 2.3.
 Payments to Noteholders . On each Determination Date, as provided below, the Administrator shall instruct the Paying Agent
in writing pursuant to the Administration Agreement to withdraw, and on the following Distribution Date the Paying Agent, acting in accordance
with such instructions, shall withdraw the amounts required to be withdrawn from the Collection Account pursuant to Section 2.3(a)
below in respect of all funds available from Interest Collections processed since the preceding Distribution Date and allocated to the
holders of the Series 2026-3 Notes.

 (a)
 Note Interest with Respect to the Series 2026-3 Notes . On each Determination Date, the Administrator shall instruct the
Trustee and the Paying Agent in writing pursuant to the Administration Agreement as to the amount to be withdrawn and paid pursuant to
Section 2.4 from the Series 2026-3 Accrued Interest Account to the extent funds are anticipated to be available from Interest Collections
allocable to the Series 2026-3 Notes processed from but not including the preceding Distribution Date through the succeeding Distribution
Date in respect of (i) an amount equal to the Class A Monthly Interest for the Series 2026-3 Interest Period ending on the day preceding
the related Distribution Date, (ii) an amount equal to the amount of any unpaid Class A Shortfall as of the preceding Distribution Date
(together with any accrued interest on such Class A Shortfall), (iii) an amount equal to the Class B Monthly Interest for the Series 2026-3
Interest Period ending on the day preceding the related Distribution Date, (iv) an amount equal to the amount of any unpaid Class B Shortfall
as of the preceding Distribution Date (together with any accrued interest on such Class B Shortfall), (v) an amount equal to the Class
C Monthly Interest for the Series 2026-3 Interest Period ending on the day preceding the related Distribution Date, (vi) an amount equal
to the amount of any unpaid Class C Shortfall as of the preceding Distribution Date (together with any accrued interest on such Class
C Shortfall), (vii) an amount equal to the Class D Monthly Interest for the Series 2026-3 Interest Period ending on the day preceding
the related Distribution Date, (viii) an amount equal to the amount of any unpaid Class D Shortfall as of the preceding Distribution Date
(together with any accrued interest on such Class D Shortfall), (ix) an amount equal to the Class R Monthly Interest for the Series 2026-3
Interest Period ending on the day preceding the related Distribution Date and (x) an amount equal to the amount of any unpaid Class R
Shortfall as of the preceding Distribution Date (together with any accrued interest on such Class R Shortfall). On the following Distribution
Date, the Trustee shall withdraw the amounts described in the first sentence of this Section 2.3(a) from the Series 2026-3 Accrued Interest
Account and deposit such amounts in the Series 2026-3 Distribution Account. For the avoidance of doubt, no interest shall accrue or be
due and payable with respect to the Class D Notes for so long as ABRCF owns 100% of the Class D Notes.

 (b)
 Lease Payment Deficit Notice . On or before 3:00 p.m. (New York City time) on the Business Day immediately preceding each
Distribution Date, the Administrator shall notify the Trustee of the amount of any Series 2026-3 Lease Payment Deficit, such notification
to be in the form of Exhibit H (each a “ Lease Payment Deficit Notice ”).

 (c)
 Draws on Multi-Series Letters of Credit For Series 2026-3 Lease Interest Payment Deficits . If the Administrator determines
on the Business Day immediately preceding

 34

 any Distribution Date that on such Distribution
Date there will exist a Series 2026-3 Lease Interest Payment Deficit, the Administrator shall, on or prior to 3:00 p.m. (New York City
time) on such Business Day, instruct the Trustee in writing to draw on the Multi-Series Letters of Credit, if any, and, the Trustee shall,
by 5:00 p.m. (New York City time) on such Business Day draw an amount as set forth in such notice equal to the least of (i) such Series
2026-3 Lease Interest Payment Deficit, (ii) the excess, if any, of the sum of (A) the amounts described in clauses (i) through (vi) of
Section 2.3(a) above for such Distribution Date and (B) during the Series 2026-3 Rapid Amortization Period, the Series 2026-3 Trustee’s
Fees for such Distribution Date, over the amounts available from the Series 2026-3 Accrued Interest Account and (iii) the Series 2026-3
Allocated Multi-Series Letter of Credit Liquidity Amount on the Multi-Series Letters of Credit by presenting to each Multi-Series Letter
of Credit Provider a draft accompanied by a Certificate of Lease Deficit Demand and shall cause the Lease Deficit Disbursements to be
deposited in the Series 2026-3 Distribution Account on such date; provided , however , that if the Series 2026-3 Cash Collateral
Account has been established and funded, the Trustee shall withdraw from the Series 2026-3 Cash Collateral Account and deposit in the
Series 2026-3 Distribution Account an amount equal to the lesser of (x) the Series 2026-3 Cash Collateral Percentage on such date of the
least of the amounts described in clauses (i), (ii) and (iii) above and (y) the Series 2026-3 Available Cash Collateral Account Amount
on such date and draw an amount equal to the remainder of such amount on the Multi-Series Letters of Credit.

 (d)
 Withdrawals from Series 2026-3 Reserve Account . If the Administrator determines on any Distribution Date that the amounts
available from the Series 2026-3 Accrued Interest Account plus the amount, if any, to be drawn under the Multi-Series Letters of
Credit and/or withdrawn from the Series 2026-3 Cash Collateral Account pursuant to Section 2.3(c) are insufficient to pay the sum of (A)
the amounts described in clauses (i) through (vi) of Section 2.3(a) above on such Distribution Date and (B) during the Series 2026-3
Rapid Amortization Period, the Series 2026-3 Trustee’s Fees for such Distribution Date, the Administrator shall instruct the Trustee
in writing to withdraw from the Series 2026-3 Reserve Account and deposit in the Series 2026-3 Distribution Account on such Distribution
Date an amount equal to the lesser of the Series 2026-3 Available Reserve Account Amount and such insufficiency. The Trustee shall withdraw
such amount from the Series 2026-3 Reserve Account and deposit such amount in the Series 2026-3 Distribution Account.

 (e)
 [RESERVED] .

 (f)
 Balance . On or prior to the second Business Day preceding each Distribution Date, the Administrator shall instruct the Trustee
and the Paying Agent in writing pursuant to the Administration Agreement to pay the balance (after making the payments required in Section
2.4), if any, of the amounts available from the Series 2026-3 Accrued Interest Account and the Series 2026-3 Distribution Account, plus
the amount, if any, drawn under the Multi-Series Letters of Credit and/or withdrawn from the Series 2026-3 Cash Collateral Account pursuant
to Section 2.3(c) plus the amount, if any, withdrawn from the Series 2026-3 Reserve Account pursuant to Section 2.3(d) as follows:

 (i)
 on each Distribution Date during the Series 2026-3 Revolving Period or the Series 2026-3 Controlled Amortization Period, (1) first,
to the Administrator, an amount equal to the Series 2026-3 Percentage as of the beginning of the Series 2026-3

 35

 Interest Period ending on the day preceding
such Distribution Date of the portion of the Monthly Administration Fee payable by ABRCF (as specified in clause (iii) of the definition
thereof) for such Series 2026-3 Interest Period, (2) second, to the Trustee, an amount equal to the Series 2026-3 Percentage as of the
beginning of such Series 2026-3 Interest Period of the fees owing to the Trustee under the Base Indenture for such Series 2026-3 Interest
Period, (3) third to pay any Carrying Charges (other than Carrying Charges provided for above) to the Persons to whom such amounts are
owed, an amount equal to the Series 2026-3 Percentage as of the beginning of such Series 2026-3 Interest Period of such Carrying Charges
(other than Carrying Charges provided for above) for such Series 2026-3 Interest Period and (4) fourth, the balance, if any, shall be
withdrawn by the Paying Agent from the Series 2026-3 Collection Account and deposited in the Series 2026-3 Excess Collection Account;
and

 (ii)
 on each Distribution Date during the Series 2026-3 Rapid Amortization Period, (1) first, to the Trustee, an amount equal to the
Series 2026-3 Percentage as of the beginning of such Series 2026-3 Interest Period ending on the day preceding such Distribution Date
of the fees owing to the Trustee under the Base Indenture for such Series 2026-3 Interest Period, (2) second, to the Administrator, an
amount equal to the Series 2026-3 Percentage as of the beginning of such Series 2026-3 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 2026-3 Interest Period, (3) third, to pay
any Carrying Charges (other than Carrying Charges provided for above) to the Persons to whom such amounts are owed, an amount equal to
the Series 2026-3 Percentage as of the beginning of such Series 2026-3 Interest Period of such Carrying Charges (other than Carrying Charges
provided for above) for such Series 2026-3 Interest Period and (4) fourth, so long as the Series 2026-3 Invested Amount is greater than
the Monthly Total Principal Allocations for the Related Month, an amount equal to the excess of the Series 2026-3 Invested Amount over
the Monthly Total Principal Allocations for the Related Month shall be treated as Principal Collections.

 (g)
 Shortfalls .

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

 (ii)
 If the amounts described in Section 2.3 are insufficient to pay the amounts described in clauses (i) and (ii) of Section 2.3(a)
and the Class B Monthly Interest on any Distribution Date, payments of interest to the Class B Noteholders will be reduced on a pro
rata basis by the amount of such deficiency. The aggregate amount, if any, of such deficiency on any Distribution Date (which deficiency
on any Distribution Date shall not exceed the Class B Monthly Interest for the Series 2026-3 Interest Period ended on the day preceding
such Distribution Date), together with the aggregate unpaid amount of any such deficiencies with respect to all
prior Distribution Dates, shall be referred to as the “ Class B Shortfall ”. Interest shall accrue on the Class B Shortfall
at the Class B Note Rate.

 36

 (iii)
 If the amounts described in Section 2.3 are insufficient to pay the amounts described in clauses (i) through (iv) of Section 2.3(a)
and the Class C Monthly Interest on any Distribution Date, payments of interest to the Class C Noteholders will be reduced on a pro
rata basis by the amount of such deficiency. The aggregate amount, if any, of such deficiency on any Distribution Date (which deficiency
on any Distribution Date shall not exceed the Class C Monthly Interest for the Series 2026-3 Interest Period ended on the day preceding
such Distribution Date), together with the aggregate unpaid amount of any such deficiencies with respect to all prior Distribution Dates,
shall be referred to as the “ Class C Shortfall ”. Interest shall accrue on the Class C Shortfall at the Class C Note
Rate.

 (iv)
 If the amounts described in Section 2.3 are insufficient to pay the amounts described in clauses (i) through (vi) of Section 2.3(a)
and the Class D Monthly Interest on any Distribution Date, payments of interest to the Class D Noteholders will be reduced on a pro
rata basis by the amount of such deficiency. The aggregate amount, if any, of such deficiency on any Distribution Date (which deficiency
on any Distribution Date shall not exceed the Class D Monthly Interest for the Series 2026-3 Interest Period ended on the day preceding
such Distribution Date), together with the aggregate unpaid amount of any such deficiencies with respect to all prior Distribution Dates,
shall be referred to as the “ Class D Shortfall ”. Interest shall accrue on the Class D Shortfall at the Class D Note
Rate.

 (v)
 If the amounts described in Section 2.3 are insufficient to pay the amounts described in clauses (i) through (viii) of Section
2.3(a) and the Class R Monthly Interest on any Distribution Date, payments of interest to the Class R Noteholders will be reduced on a
 pro rata basis by the amount of such deficiency. The aggregate amount, if any, of such deficiency on any Distribution Date (which
deficiency on any Distribution Date shall not exceed the Class R Monthly Interest for the Series 2026-3 Interest Period ended on the day
preceding such Distribution Date), together with the aggregate unpaid amount of any such deficiencies with respect to all prior Distribution
Dates, shall be referred to as the “ Class R Shortfall ”. Interest shall accrue on the Class R Shortfall at the Class
R Note Rate.

 Section 2.4.
 Payment of Note Interest . (a) On each Distributi…

EX-10.2 · eh260791788_ex1002.htm

EX-10.2
 3
 eh260791788_ex1002.htm
 EXHIBIT 10.2

 EXHIBIT 10.2

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

 and

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

as Trustee and Series 2026-4 Agent

 _____________________

 SERIES 2026-4 SUPPLEMENT

dated as of

 June 9, 2026

 to

 SECOND AMENDED AND RESTATED BASE INDENTURE

dated as of June 3, 2004

 _____________________

 Series 2026-4 5.09% Rental Car Asset Backed Notes,
Class A

 Series 2026-4 5.48% Rental Car Asset Backed Notes,
Class B

 Series 2026-4 5.87% Rental Car Asset Backed Notes,
Class C

 Series 2026-4 7.67% Rental Car Asset Backed Notes,
Class D

 Series 2026-4 9.134% Rental Car Asset Backed Notes,
Class R

 TABLE OF CONTENTS

 Page

 ARTICLE I DEFINITIONS
 2

 ARTICLE II SERIES 2026-4 ALLOCATIONS
 28

 Section 2.1.
 Establishment of Series 2026-4 Collection Account, Series 2026-4 Excess Collection Account and Series 2026-4 Accrued Interest Account
 28

 Section 2.2.
 Allocations with Respect to the Series 2026-4 Notes
 29

 Section 2.3.
 Payments to Noteholders
 34

 Section 2.4.
 Payment of Note Interest
 37

 Section 2.5.
 Payment of Note Principal
 38

 Section 2.6.
 Administrator’s Failure to Instruct the Trustee to Make a Deposit, Draw or Payment
 43

 Section 2.7.
 Series 2026-4 Reserve Account
 43

 Section 2.8.
 Multi-Series Letters of Credit and Series 2026-4 Cash Collateral Account
 45

 Section 2.9.
 Series 2026-4 Distribution Account
 50

 Section 2.10.
 Series 2026-4 Accounts Permitted Investments
 51

 Section 2.11.
 Series 2026-4 Demand Notes Constitute Additional Collateral for Series 2026-4 Senior Notes
 52

 Section 2.12.
 Subordination of the Class B Notes, Class C Notes, Class D Notes, Class E Notes and the Class R Notes
 52

 ARTICLE III AMORTIZATION EVENTS
 54

 ARTICLE IV FORM OF SERIES 2026-4 NOTES
 55

 Section 4.1.
 Restricted Global Series 2026-4 Notes
 55

 Section 4.2.
 Temporary Global Series 2026-4 Notes; Permanent Global Series 2026-4 Notes
 56

 ARTICLE V GENERAL
 56

 Section 5.1.
 Optional Repurchase
 56

 Section 5.2.
 Information
 57

 Section 5.3.
 Exhibits
 57

 Section 5.4.
 Ratification of Base Indenture
 58

 Section 5.5.
 Counterparts
 58

 Section 5.6.
 Governing Law
 58

 Section 5.7.
 Amendments
 58

 Section 5.8.
 Discharge of Base Indenture
 59

 Section 5.9.
 Notice to Rating Agencies
 59

 Section 5.10.
 Capitalization of ABRCF
 59

 Section 5.11.
 Required Noteholders
 60

 Section 5.12.
 Series 2026-4 Demand Notes
 60

 Section 5.13.
 Termination of Supplement
 60

 Section 5.14.
 Noteholder Consent to Certain Amendments
 60

 Section 5.15.
 Issuance of Class E Notes and Additional Class R Notes
 61

 Section 5.16.
 Confidential Information
 63

 Section 5.17.
 [RESERVED]
 64

 Section 5.18.
 Further Limitation of Liability
 64

 Section 5.19.
 Series 2026-4 Agent
 65

 Section 5.20.
 Force Majeure
 65

 Section 5.21.
 Waiver of Jury Trial, etc
 65

 Section 5.22.
 Submission to Jurisdiction
 65

 Section 5.23.
 Additional Terms of the Series 2026-4 Notes.
 66

 SERIES 2026-4 SUPPLEMENT,
dated as of June 9, 2026 (this “ Supplement ”), among AVIS BUDGET RENTAL CAR FUNDING (AESOP) LLC, a special purpose limited
liability company established under the laws of Delaware (“ ABRCF ”), The Bank
of New York Mellon Trust Company, N.A. ( formerly known as The Bank of New York), a limited purpose national banking association
with trust powers, as trustee (in such capacity, and together with its successors in trust thereunder as provided in the Base Indenture
referred to below, the “ Trustee ”), and The Bank of New York Mellon Trust Company,
N.A. ( formerly known as The Bank of New York), as agent (in such capacity, the “ Series 2026-4 Agent ”) for the
benefit of the Series 2026-4 Noteholders, to the Second Amended and Restated Base Indenture, dated as of June 3, 2004, between ABRCF and
the Trustee (as amended, modified or supplemented from time to time, exclusive of Supplements creating a new Series of Notes, the “ Base
Indenture ”).

 PRELIMINARY STATEMENT

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

 NOW, THEREFORE, the parties
hereto agree as follows:

 DESIGNATION

 There is hereby created a
Series of Notes to be issued pursuant to the Base Indenture and this Supplement, and such Series of Notes shall be designated generally
as the “Series 2026-4 Rental Car Asset Backed Notes”. The Series 2026-4 Notes shall be issued in up to six Classes, the first
of which shall be known as the “Class A Notes”, the second of which shall be known as the “Class B Notes”, the
third of which shall be known as the “Class C Notes”, the fourth of which shall be known as the “Class D Notes”,
the fifth of which shall be known as the “Class R Notes” and the sixth of which, if issued, shall be known as the “Class
E Notes”.

 On the Series 2026-4 Closing
Date, ABRCF shall issue (i) one tranche of Class A Notes, which shall be designated as the “Series 2026-4 5.09% Rental Car Asset
Backed Notes, Class A”, (ii) one tranche of Class B Notes, which shall be designated as the “Series 2026-4 5.48% Rental Car
Asset Backed Notes, Class B”, (iii) one tranche of Class C Notes, which shall be designated as the “Series 2026-4 5.87% Rental
Car Asset Backed Notes, Class C”, (iv) one tranche of Class D Notes, which shall be designated as the “Series 2026-4 7.67%
Rental Car Asset Backed Notes, Class D” and (v) one tranche of Class R Notes, which shall be designated the “Series
2026-4 9.134% Rental Car Asset Backed Notes, Class R”.

 Subsequent to the Series
2026-4 Closing Date, ABRCF may on any date during the Series 2026-4 Revolving Period offer and sell additional Series 2026-4 Notes subject
to the conditions set forth in Section 5.15. Such additional Series 2026-4 Notes, if issued, shall be designated as the “Series
2026-4 Rental Car Asset Backed Notes, Class E” and shall be referred to herein as the “Class E Notes”.

 The Class A Notes, Class
B Notes, Class C Notes, Class D Notes, Class E Notes, if issued, and Class R Notes collectively, constitute the Series 2026-4 Notes. The
Class B Notes shall be subordinated in right of payment to the Class A Notes, to the extent set forth herein. The

 1

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

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

 The Series 2026-4 Notes are
a non-Segregated Series of Notes (as more fully described in the Base Indenture). Accordingly, all references in this Supplement to
“all” Series of Notes (and all references in this Supplement to terms defined in the Base Indenture that contain references
to “all” Series of Notes) shall refer to all Series of Notes other than Segregated Series of Notes.

 ARTICLE I

DEFINITIONS

 (a) All
capitalized terms not otherwise defined herein are defined in the Definitions List attached to the Base Indenture as Schedule I thereto.
All Article, Section, Subsection or Exhibit references herein shall refer to Articles, Sections, Subsections or Exhibits of this Supplement,
except as otherwise provided herein. Unless otherwise stated herein, as the context otherwise requires or if such term is otherwise defined
in the Base Indenture, each capitalized term used or defined herein shall relate only to the Series 2026-4 Notes and not to any other
Series of Notes issued by ABRCF. In the event that a term used herein shall be defined both herein and in the Base Indenture, the definition
of such term herein shall govern.

 (b) The
following words and phrases shall have the following meanings with respect to the Series 2026-4 Notes and the definitions of such terms
are applicable to the singular as well as the plural form of such terms and to the masculine as well as the feminine and neuter genders
of such terms:

 “ ABCR ”
means Avis Budget Car Rental, LLC.

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

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

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

 2

 “ Applicable Distribution
Date ” means each Distribution Date occurring after the later of (i) the Optional Repurchase Distribution Date and (ii) the first
Distribution Date occurring during the Series 2026-4 Controlled Amortization Period.

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

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

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

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

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

 “ Class ”
means a class of the Series 2026-4 Notes, which may be the Class A Notes, the Class B Notes, the Class C Notes, the Class D Notes, the
Class E Notes (if issued) or the Class R Notes.

 “ Class A Carryover
Controlled Amortization Amount ” means, with respect to any Related Month during the Series 2026-4 Controlled Amortization Period,
the amount, if any, by which the portion of the Monthly Total Principal Allocation paid to the Class A Noteholders pursuant to Section
2.5(e)(i) for the previous Related Month was less than the Class A Controlled Distribution Amount for the previous Related Month; provided ,
 however , that for the first Related Month in the Series 2026-4 Controlled Amortization Period, the Class A Carryover Controlled
Amortization Amount shall be zero.

 “ Class A Controlled
Amortization Amount ” means, (i) with respect to any Related Month during the Series 2026-4 Controlled Amortization Period other
than the Related Month immediately preceding the Series 2026-4 Expected Final Distribution Date, $48,666,666.67 and (ii) with respect
to the Related Month immediately preceding the Series 2026-4 Expected Final Distribution Date, $48,666,666.65.

 “ Class A Controlled
Distribution Amount ” means, with respect to any Related Month during the Series 2026-4 Controlled Amortization Period, an amount
equal to the sum of the Class A Controlled Amortization Amount and any Class A Carryover Controlled Amortization Amount for such Related
Month.

 “ Class A Initial
Invested Amount ” means the aggregate initial principal amount of the Class A Notes, which is $292,000,000.

 3

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

 “ Class A Monthly
Interest ” means, with respect to (i) the initial Series 2026-4 Interest Period, an amount equal to $1,692,707.78 and (ii) any
other Series 2026-4 Interest Period, an amount equal to the product of (A) one-twelfth of the Class A Note Rate and (B) the Class A Invested
Amount on the first day of such Series 2026-4 Interest Period, after giving effect to any principal payments made on such date.

 “ Class A Note ”
means any one of the Series 2026-4 5.09% Rental Car Asset Backed Notes, Class A, executed by ABRCF and authenticated by or on behalf of
the Trustee, substantially in the form of Exhibit A-1 , Exhibit A-2 or Exhibit A-3 . Definitive Class A Notes shall
have such insertions and deletions as are necessary to give effect to the provisions of Section 2.18 of the Base Indenture.

 “ Class A Note Rate ”
means 5.09% per annum.

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

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

 “ Class B Carryover
Controlled Amortization Amount ” means, with respect to any Related Month during the Series 2026-4 Controlled Amortization Period,
the amount, if any, by which the portion of the Monthly Total Principal Allocation paid to the Class B Noteholders pursuant to Section
2.5(e)(ii) for the previous Related Month was less than the Class B Controlled Distribution Amount for the previous Related Month; provided ,
 however , that for the first Related Month in the Series 2026-4 Controlled Amortization Period, the Class B Carryover Controlled
Amortization Amount shall be zero.

 “ Class B Controlled
Amortization Amount ” means, (i) with respect to any Related Month during the Series 2026-4 Controlled Amortization Period other
than the Related Month immediately preceding the Series 2026-4 Expected Final Distribution Date, $6,333,333.33 and (ii) with respect to
the Related Month immediately preceding the Series 2026-4 Expected Final Distribution Date, $6,333,333.35.

 “ Class B Controlled
Distribution Amount ” means, with respect to any Related Month during the Series 2026-4 Controlled Amortization Period, an amount
equal to the sum of the Class B Controlled Amortization Amount and any Class B Carryover Controlled Amortization Amount for such Related
Month.

 “ Class B Initial
Invested Amount ” means the aggregate initial principal amount of the Class B Notes, which is $38,000,000.

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

 4

 “ Class B Monthly
Interest ” means, with respect to (i) the initial Series 2026-4 Interest Period, an amount equal to $237,162.22 and (ii) any
other Series 2026-4 Interest Period, an amount equal to the product of (A) one-twelfth of the Class B Note Rate and (B) the Class B Invested
Amount on the first day of such Series 2026-4 Interest Period, after giving effect to any principal payments made on such date.

 “ Class B Note ”
means any one of the Series 2026-4 5.48% Rental Car Asset Backed Notes, Class B, executed by ABRCF and authenticated by or on behalf of
the Trustee, substantially in the form of Exhibit B-1 , Exhibit B-2 or Exhibit B-3 . Definitive Class B
Notes shall have such insertions and deletions as are necessary to give effect to the provisions of Section 2.18 of the Base Indenture.

 “ Class B Note Rate ”
means 5.48% per annum.

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

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

 “ Class C Carryover
Controlled Amortization Amount ” means, with respect to any Related Month during the Series 2026-4 Controlled Amortization Period,
the amount, if any, by which the portion of the Monthly Total Principal Allocation paid to the Class C Noteholders pursuant to Section
2.5(e)(iii) for the previous Related Month was less than the Class C Controlled Distribution Amount for the previous Related Month; provided ,
 however , that for the first Related Month in the Series 2026-4 Controlled Amortization Period, the Class C Carryover Controlled
Amortization Amount shall be zero.

 “ Class C Controlled
Amortization Amount ” means, (i) with respect to any Related Month during the Series 2026-4 Controlled Amortization Period other
than the Related Month immediately preceding the Series 2026-4 Expected Final Distribution Date, $4,333,333.33 and (ii) with respect to
the Related Month immediately preceding the Series 2026-4 Expected Final Distribution Date, $4,333,333.35.

 “ Class C Controlled
Distribution Amount ” means, with respect to any Related Month during the Series 2026-4 Controlled Amortization Period, an amount
equal to the sum of the Class C Controlled Amortization Amount and any Class C Carryover Controlled Amortization Amount for such Related
Month.

 “ Class C Initial
Invested Amount ” means the aggregate initial principal amount of the Class C Notes, which is $26,000,000.

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

 “ Class C Monthly
Interest ” means, with respect to (i) the initial Series 2026-4 Interest Period, an amount equal to $173,817.22 and (ii)
any other Series 2026-4 Interest Period, an amount equal to the product of (A) one-twelfth of the Class C Note Rate and (B) the
Class C Invested Amount on the first day of such Series
2026-4 Interest Period, after giving effect to any principal payments made on such date.

 5

 “ Class C Note ”
means any one of the Series 2026-4 5.87% Rental Car Asset Backed Notes, Class C, executed by ABRCF and authenticated by or on behalf of
the Trustee, substantially in the form of Exhibit C-1 , Exhibit C-2 or Exhibit C-3 . Definitive Class C
Notes shall have such insertions and deletions as are necessary to give effect to the provisions of Section 2.18 of the Base Indenture.

 “ Class C Note Rate ”
means 5.87% per annum.

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

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

 “ Class D Carryover
Controlled Amortization Amount ” means, with respect to any Related Month during the Series 2026-4 Controlled Amortization Period,
the amount, if any, by which the portion of the Monthly Total Principal Allocation paid to the Class D Noteholders pursuant to Section
2.5(e)(iv) for the previous Related Month was less than the Class D Controlled Distribution Amount for the previous Related Month; provided,
however, that for the first Related Month in the Series 2026-4 Controlled Amortization Period, the Class D Carryover Controlled Amortization
Amount shall be zero.

 “ Class D Controlled
Amortization Amount ” means, (i) with respect to any Related Month during the Series 2026-4 Controlled Amortization Period other
than the Related Month immediately preceding the Series 2026-4 Expected Final Distribution Date, $7,333,333.33 and (ii) with respect to
the Related Month immediately preceding the Series 2026-4 Expected Final Distribution Date, $7,333,333.35.

 “ Class D Controlled
Distribution Amount ” means, with respect to any Related Month during the Series 2026-4 Controlled Amortization Period, an amount
equal to the sum of the Class D Controlled Amortization Amount and any Class D Carryover Controlled Amortization Amount for such Related
Month.

 “ Class D Initial
Invested Amount ” means the aggregate initial principal amount of the Class D Notes, which is $44,000,000.

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

 “ Class D Monthly
Interest ” means, with respect to (i) the initial Series 2026-4 Interest Period, an amount equal to $384,352.22 and (ii) any
other Series 2026-4 Interest Period, an amount equal to the product of (A) one-twelfth of the Class D Note Rate and (B) the Class D Invested
Amount on the first day of such Series 2026-4 Interest Period, after giving effect to any principal payments made on such date.

 6

 “ Class D Note ”
means any one of the Series 2026-4 7.67% Rental Car Asset Backed Notes, Class D, executed by ABRCF and authenticated by or on behalf of
the Trustee, substantially in the form of Exhibit D-1 , Exhibit D-2 or Exhibit D-3 . Definitive Class D
Notes shall have such insertions and deletions as are necessary to give effect to the provisions of Section 2.18 of the Base Indenture.

 “ Class D Note Rate ”
means 7.67% per annum.

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

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

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

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

 “ Class R Controlled
Amortization Amount ” means, (i) with respect to any Related Month during the Series 2026-4 Controlled Amortization Period other
than the Related Month immediately preceding the Series 2026-4 Expected Final Distribution Date, $0 and (ii) with respect to the
Related Month immediately preceding the Series 2026-4 Expected Final Distribution Date, the sum of (x) $22,000,000 and (y) the aggregate
principal amount of any Additional Class R Notes.

 “ Class R Initial
Invested Amount ” means the aggregate initial principal amount of the Class R Notes, which is $22,000,000.

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

 “ Class R Monthly
Interest ” means, with respect to (i) the initial Series 2026-4 Interest Period, an amount equal to $228,857.44 and (ii) any
other Series 2026-4 Interest Period, an amount equal to the product of (A) one-twelfth of the Class R Note Rate and (B) the Class R Invested
Amount on the first day of such Series 2026-4 Interest Period, after giving effect to any principal payments made on such date.

 “ Class R Note ”
means any one of the Series 2026-4 9.134% Rental Car Asset Backed Notes, Class R, executed by ABRCF and authenticated by or on behalf
of the Trustee, substantially in the form of Exhibit E-1 , Exhibit E-2 or Exhibit E-3 . Definitive Class
R Notes shall have such insertions and deletions as are necessary to give effect to the provisions of Section 2.18 of the Base Indenture.

 “ Class R Note Rate ”
means 9.134% per annum

 7

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

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

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

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

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

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

 “ Demand Note Issuer ”
means each issuer of a Series 2026-4 Demand Note.

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

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

 8

 “ Electric Vehicle ”
means any Vehicle that constitutes a battery electric vehicle or a plug-in hybrid electric vehicle.

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

 “ Fitch ”
means Fitch Ratings, Inc.

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

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

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

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

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

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

 “ Make Whole Payment ”
means, with respect to any Series 2026-4 Note on any Optional Repurchase Distribution Date, the pro rata share with respect to
such Series 2026-4 Note of the excess, if any, of (x) the sum of the Discounted Values for each Remaining Distribution Amount with respect
to each Applicable Distribution Date over (y) the Series 2026-4 Invested Amount as of such Optional Repurchase Distribution Date (determined
after giving effect to any payments made pursuant to Section 2.5(a) on such Distribution Date).

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

 “ Monthly Total Principal
Allocation ” means for any Related Month the sum of all Series 2026-4 Principal Allocations with respect to such Related Month.

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

 9

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

 “ Moody’s Excluded
Manufacturer Receivable Specified Percentage ” means, as of any date of determination, with respect to each Moody’s Non-Investment
Grade Manufacturer as of such date, the percentage (not to exceed 100%) most recently specified in writing by Moody’s to ABRCF and
the Trustee and consented to by the Requisite Series 2026-4 Noteholders with respect to such Moody’s Non-Investment Grade Manufacturer;
 provided , however , that as of the Series 2026-4 Closing Date the Moody’s Excluded Manufacturer Receivable Specified
Percentage for each Moody’s Non-Investment Grade Manufacturer shall be 100%; provided , further , that the initial
Moody’s Excluded Manufacturer Receivable Specified Percentage with respect to any Manufacturer that becomes a Moody’s Non-Investment
Grade Manufacturer after the Series 2026-4 Closing Date shall be 100%.

 “ Moody’s Non-Investment
Grade Manufacturer ” means, as of any date of determination, any Manufacturer that (i) is not a Bankrupt Manufacturer and (ii)
does not have either (A) a long-term corporate family rating of at least “Baa3” from Moody’s or (B) if such Manufacturer
does not have a long-term corporate family rating from Moody’s as of such date, a long-term senior unsecured debt rating of at least
“Ba1” from Moody’s; provided , however , that any Manufacturer whose long-term corporate family rating is
downgraded from at least “Baa3” to below “Baa3” by Moody’s or whose long-term senior unsecured debt rating
is downgraded from at least “Ba1” to below “Ba1” by Moody’s, as applicable, after the Series 2026-4 Closing
Date shall not be deemed a Moody’s Non-Investment Grade Manufacturer until the thirtieth (30 th ) calendar day following
such downgrade.

 “ Moody’s Turnback
Vehicle Specified Percentage ” means, as of any date of determination: (i) with respect to each Moody’s Non-Investment
Grade Manufacturer that has a long-term corporate family rating from Moody’s on such date of determination of at least “Ba3”
(or, if such Moody’s Non-Investment Grade Manufacturer does not have a long-term corporate family rating from Moody’s as of
such date, a long-term senior unsecured debt rating of at least “B1”), 65%; (ii) with respect to each Moody’s Non-Investment
Grade Manufacturer that has a long-term corporate family rating from Moody’s on such date of determination of at least “B3”
but less than “Ba3” (or, if such Moody’s Non-Investment Grade Manufacturer does not have a long-term corporate family
rating from Moody’s as of such date, a long-term senior unsecured debt rating of at least “Caa1” but less than “B1”),
25%; and (iii) with respect to any other Moody’s Non-Investment Grade Manufacturer, 0%; provided , however , that any
Manufacturer whose long-term corporate family rating or long-term senior unsecured debt rating from Moody’s is downgraded after
the Series 2026-4 Closing Date shall be deemed to retain its long-term corporate family rating or long-term senior unsecured debt rating,
as applicable, from Moody’s in effect immediately prior to such downgrade until the
thirtieth (30 th ) calendar day following such downgrade.

 10

 “ Multi-Series Letter
of Credit ” means an irrevocable letter of credit, if any, substantially in the form of Exhibit G issued by a Series 2026-4
Eligible Letter of Credit Provider in favor of the Trustee for the benefit, in whole or in part, of the Series 2026-4 Noteholders ( provided
that a Multi-Series Letter of Credit may also benefit Noteholders of certain other Series).

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

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

 “ Multi-Series Letter
of Credit Termination Date ” means the first to occur of (a) the date on which the Series 2026-4 Notes are fully paid and
(b) the Series 2026-4 Termination Date.

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

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

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

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

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

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

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

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

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

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

 “ Permanent Global
Series 2026-4 Notes ” is defined in Section 4.2.

 “ Pre-Preference
Period Demand Note Payments ” means, as of any date of determination, the aggregate amount of all proceeds of demands made on
the Series 2026-4 Demand Notes included in the Series 2026-4 Demand Note Payment Amount as of the Multi-Series Letter of Credit Termination
Date that were paid by the Demand Note Issuers more than one year before such date of determination; provided , however ,
that if an Event of Bankruptcy (or the occurrence of an event described in clause (a) of the definition thereof, without the lapse of
a period of sixty (60) consecutive days) with respect to a Demand Note Issuer occurs during such

 11

 one-year period, (x) the Pre-Preference
Period Demand Note Payments as of any date during the period from and including the date of the occurrence of such Event of Bankruptcy
to and including the conclusion or dismissal of the proceedings giving rise to such Event of Bankruptcy without continuing jurisdiction
by the court in such proceedings shall equal the Pre-Preference Period Demand Note Payments as of the date of such occurrence for
all Demand Note Issuers and (y) the Pre-Preference Period Demand Note Payments as of any date after the conclusion or dismissal of
such proceedings shall equal the Series 2026-4 Demand Note Payment Amount as of the date of the conclusion or dismissal of such proceedings.

 “ Principal Deficit
Amount ” means, as of any date of determination, the excess, if any, of (i) the Series 2026-4 Senior Invested Amount on such
date (after giving effect to the distribution of the Monthly Total Principal Allocation for the Related Month if such date is a Distribution
Date) over (ii) the Series 2026-4 AESOP I Operating Lease Loan Agreement Borrowing Base on such date; provided , however ,
that the Principal Deficit Amount on any date occurring during the period commencing on and including the date of the filing by any of
the Lessees of a petition for relief under Chapter 11 of the Bankruptcy Code to but excluding the date on which each of the Lessees shall
have resumed making all payments of the portion of Monthly Base Rent relating to Loan Interest required to be made under the AESOP I Operating
Lease, shall mean the excess, if any, of (x) the Series 2026-4 Senior Invested Amount on such date (after giving effect to the distribution
of Monthly Total Principal Allocation for the Related Month if such date is a Distribution Date) over (y) the sum of (1) the Series 2026-4
AESOP I Operating Lease Loan Agreement Borrowing Base on such date and (2) the lesser of (a) the Series 2026-4 Liquidity Amount on such
date and (b) the Series 2026-4 Required Liquidity Amount on such date.

 “ 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 2026-4 Notes under such Multi-Series Letter of Credit Provider’s Multi-Series
Letter of Credit as of such date by (B) an amount equal to the aggregate available amount allocated to the Series 2026-4 Notes under all
Multi-Series Letters of Credit as of such date; provided , however , that only for purposes of calculating the Pro Rata Share
with respect to any Multi-Series Letter of Credit Provider as of any date, if such Multi-Series Letter of Credit Provider has not complied
with its obligation to pay the Trustee the amount of any draw under the Multi-Series Letter of Credit made prior to such date, the available
amount under such Multi-Series Letter of Credit as of such date shall be treated as reduced (for calculation purposes only) by the amount
of such unpaid demand and shall not be reinstated for purposes of such calculation unless and until the date as of which such Multi-Series
Letter of Credit Provider has paid such amount to the Trustee and been reimbursed by the Lessee or the applicable Demand Note Issuer,
as the case may be, for such amount ( provided , however , that the foregoing calculation shall not in any manner reduce the
undersigned’s actual liability in respect of any failure to pay any demand under the Multi-Series Letter of Credit).

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

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

 12

 “ Remaining Distribution
Amount ” means, with respect to each Applicable Distribution Date, the sum of (i) the sum of (x) an amount equal to the Class
A Controlled Amortization Amount with respect to the Related Month immediately preceding such Applicable Distribution Date (or, if the
Optional Repurchase Distribution Date occurs after the July 2031 Distribution Date, the Class A Controlled Distribution Amount with respect
to the Related Month preceding the first such Applicable Distribution Date) and (y) the interest that will accrue on such amount from
the Optional Repurchase Distribution Date to such Applicable Distribution Date at the Class A Note Rate, (ii) the sum of (x) an amount
equal to the Class B Controlled Amortization Amount with respect to the Related Month immediately preceding such Applicable Distribution
Date (or, if the Optional Repurchase Distribution Date occurs after the July 2031 Distribution Date, the Class B Controlled Distribution
Amount with respect to the Related Month preceding the first such Applicable Distribution Date) and (y) the interest that will accrue
on such amount from the Optional Repurchase Distribution Date to such Applicable Distribution Date at the Class B Note Rate, (iii) the
sum of (x) an amount equal to the Class C Controlled Amortization Amount with respect to the Related Month immediately preceding such
Applicable Distribution Date (or, if the Optional Repurchase Distribution Date occurs after the July 2031 Distribution Date, the Class
C Controlled Distribution Amount with respect to the Related Month preceding the first such Applicable Distribution Date) and (y) the
interest that will accrue on such amount from the Optional Repurchase Distribution Date to such Applicable Distribution Date at the Class
C Note Rate, (iv) the sum of (x) an amount equal to the Class D Controlled Amortization Amount with respect to the Related Month immediately
preceding such Applicable Distribution Date (or, if the Optional Repurchase Distribution Date occurs after the July 2031 Distribution
Date, the Class D Controlled Distribution Amount with respect to the Related Month preceding the first such Applicable Distribution Date)
and (y) the interest that will accrue on such amount from the Optional Repurchase Distribution Date to such Applicable Distribution Date
at the Class D Note Rate and (v) the sum of (x) an amount equal to the Class R Controlled Amortization Amount with respect to the Related
Month immediately preceding such Applicable Distribution Date (or, if the Optional Repurchase Distribution Date occurs after the July
2031 Distribution Date, the Class R Controlled Amortization Amount with respect to the Related Month preceding the first such Applicable
Distribution Date) and (y) the interest that will accrue on such amount from the Optional Repurchase Distribution Date to such Applicable
Distribution Date at the Class R Note Rate.

 “ Required Controlling
Class Series 2026-4 Noteholders ” means (i) for so long as any Class A Notes are outstanding, Class A Noteholders holding more
than 50% of the Class A Invested Amount, (ii) if no Class A Notes are outstanding and for so long as any Class B Notes are outstanding,
Class B Noteholders holding more than 50% of the Class B Invested Amount, (iii) if no Class A Notes or Class B Notes are outstanding,
Class C Noteholders holding more than 50% of the Class C Invested Amount, (iv) if no Class A Notes, Class B Notes or Class C Notes are
outstanding, Class D Noteholders holding more than 50% of the Class D Invested Amount (excluding, for the purposes of making any of the
foregoing calculations, any Series 2026-4 Notes held by ABCR or any Affiliate of ABCR unless ABCR or such Affiliate is the sole Series
2026-4 Noteholder) and (v) if no Class A Notes, Class B Notes, Class C Notes or Class D Notes are outstanding, Class R Noteholders holding
more than 50% Class R Invested Amount (excluding, for the purposes of making any of the foregoing calculations, any Series 2026-4 Notes
held by ABCR or any Affiliate of ABCR unless ABCR or such Affiliate is the sole Series 2026-4 Noteholder).

 13

 “ Requisite Series
2026-4 Noteholders ” means Class A Noteholders, Class B Noteholders, Class C Noteholders, Class D Noteholders and/or Class R
Noteholders holding, in the aggregate, more than 50% of the Series 2026-4 Invested Amount (excluding, for the purposes of making the foregoing
calculation, any Series 2026-4 Notes held by ABCR or any Affiliate of ABCR or such Affiliate unless ABCR is the sole Series 2026-4 Noteholder).

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

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

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

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

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

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

 14

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

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

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

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

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

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

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

 “ Series 2023-1 Notes ”
means the Series of Notes designated as the Series 2023-1 Notes.

 “ Series 2023-2 Notes ”
means the Series of Notes designated as the Series 2023-2 Notes.

 “ Series 2023-3 Notes ”
means the Series of Notes designated as the Series 2023-3 Notes.

 “ Series 2023-4 Notes ”
means the Series of Notes designated as the Series 2023-4 Notes.

 “ Series 2023-5 Notes ”
means the Series of Notes designated as the Series 2023-5 Notes.

 “ Series 2023-6 Notes ”
means the Series of Notes designated as the Series 2023-6 Notes.

 “ Series 2023-7 Notes ”
means the Series of Notes designated as the Series 2023-7 Notes.

 “ Series 2023-8 Notes ”
means the Series of Notes designated as the Series 2023-8 Notes.

 “ Series 2024-1 Notes ”
means the Series of Notes designated as the Series 2024-1 Notes.

 15

 “ Series 2024-2 Notes ”
means the Series of Notes designated as the Series 2024-2 Notes.

 “ Series 2024-3 Notes ”
means the Series of Notes designated as the Series 2024-3 Notes.

 “ Series 2025-1 Notes ”
means the Series of Notes designated as the Series 2025-1 Notes.

 “ Series 2025-2 Notes ”
means the Series of Notes designated as the Series 2025-2 Notes.

 “ Series 2025-3 Notes ”
means the Series of Notes designated as the Series 2025-3 Notes.

 “ Series 2025-4 Notes ”
means the Series of Notes designated as the Series 2025-4 Notes.

 “ Series 2026-1 Notes ”
means the Series of Notes designated as the Series 2026-1 Notes.

 “ Series 2026-2 Notes ”
means the Series of Notes designated as the Series 2026-2 Notes.

 “ Series 2026-3 Notes ”
means the Series of Notes designated as the Series 2026-3 Notes.

 “ Series 2026-4 Accounts ”
means each of the Series 2026-4 Distribution Account, the Series 2026-4 Reserve Account, the Series 2026-4 Collection Account, the Series
2026-4 Excess Collection Account and the Series 2026-4 Accrued Interest Account.

 “ Series 2026-4 Accrued
Interest Account ” is defined in Section 2.1(b).

 “ Series 2026-4 AESOP
I Operating Lease Loan Agreement Borrowing Base ” means, as of any date of determination, the product of (a) the Series 2026-4
AESOP I Operating Lease Vehicle Percentage as of such date and (b) the excess of (i) the AESOP I Operating Lease Loan Agreement Borrowing
Base as of such date over (ii) the Moody’s Excluded Manufacturer Amount as of such date.

 “ Series 2026-4 AESOP
I Operating Lease Vehicle Percentage ” means, as of any date of determination, a fraction, expressed as a percentage (which percentage
shall never exceed 100%), the numerator of which is the Series 2026-4 Required AESOP I Operating Lease Vehicle Amount as of such date
and the denominator of which is the sum of the Required AESOP I Operating Lease Vehicle Amounts for all Series of Notes as of such date.

 “ Series 2026-4 Agent ”
is defined in the recitals hereto.

 16

 “ Series 2026-4 Allocated
Cash Amount ” means, as of any date of determination, an amount equal to (x) all cash on deposit in the Collection Account as
of such date times (y) the Series 2026-4 Invested Percentage (calculated with respect to Principal Collections) as of such date.

 “ Series 2026-4 Allocated
Multi-Series Letter of Credit Amount ” means, as of any date of determination, the lesser of (a) the Series 2026-4 Allocated
Multi-Series Letter of Credit Liquidity Amount on such date and (b) the aggregate outstanding principal amount of the Series 2026-4 Demand
Notes on such date.

 “ Series 2026-4 Allocated
Multi-Series Letter of Credit Liquidity Amount ” means, as of any date of determination, the sum of (a) the Series 2026-4 Applicable
Multi-Series L/C Amount as of such date under each Multi-Series Letters of Credit on which no draw has been made pursuant to Section 2.8(c),
and (b) if the Series 2026-4 Cash Collateral Account has been established and funded pursuant to Section 2.8, the Series 2026-4 Available
Cash Collateral Account Amount on such date.

 “ Series 2026-4 Applicable
Multi-Series L/C Amount ” means, as of any date of determination, an amount equal to the sum, for each Multi-Series Letter of
Credit, of (1) the aggregate amount available to be drawn on such date under such Multi-Series Letter of Credit times (2) an amount
(expressed as a percentage) equal to the Series 2026-4 Required Liquidity Amount divided by “Required Liquidity Amount” for
each applicable Series for which such Multi-Series Letter of Credit is providing credit enhancement.

 “ Series 2026-4 Available
Cash Collateral Account Amount ” means, as of any date of determination, the amount on deposit in the Series 2026-4 Cash Collateral
Account (after giving effect to any deposits thereto and withdrawals and releases therefrom on such date).

 “ Series 2026-4 Available
Reserve Account Amount ” means, as of any date of determination, the amount on deposit in the Series 2026-4 Reserve Account (after
giving effect to any deposits thereto and withdrawals and releases therefrom on such date).

 “ Series 2026-4 Cash
Collateral Account ” is defined in Section 2.8(f).

 “ Series 2026-4 Cash
Collateral Account Collateral ” is defined in Section 2.8(a).

 “ Series 2026-4 Cash
Collateral Account Surplus ” means, with respect to any Distribution Date, the lesser of (a) the Series 2026-4 Available Cash
Collateral Account Amount and (b) the lesser of (A) the excess, if any, of the Series 2026-4 Liquidity Amount (after giving effect to
any withdrawal from the Series 2026-4 Reserve Account on such Distribution Date) over the Series 2026-4 Required Liquidity Amount on such
Distribution Date and (B) the excess, if any, of the Series 2026-4 Enhancement Amount (after giving effect to any withdrawal from the
Series 2026-4 Reserve Account on such Distribution Date) over the Series 2026-4 Required Enhancement Amount on such Distribution Date;
 provided , however , that, on any date after the Multi-Series Letter of Credit Termination Date, the Series 2026-4 Cash Collateral
Account Surplus shall mean the excess, if any, of (x) the Series 2026-4 Available Cash Collateral Account Amount over (y) the Series 2026-4
Demand Note Payment Amount minus the Pre-Preference Period Demand Note Payments as of such date.

 17

 “ Series 2026-4 Cash
Collateral Percentage ” means, as of any date of determination, the percentage equivalent of a fraction, the numerator of which
is the Series 2026-4 Available Cash Collateral Account Amount as of such date and the denominator of which is the Series 2026-4 Allocated
Multi-Series Letter of Credit Liquidity Amount as of such date.

 “ Series 2026-4 Closing
Date ” means June 9, 2026.

 “ Series 2026-4 Collateral ”
means the Collateral, the Multi-Series Letters of Credit, each Series 2026-4 Demand Note, the Series 2026-4 Distribution Account Collateral,
the Series 2026-4 Cash Collateral Account Collateral and the Series 2026-4 Reserve Account Collateral.

 “ Series 2026-4 Collection
Account ” is defined in Section 2.1(b).

 “ Series 2026-4 Controlled
Amortization Period ” means the period commencing upon the close of business on May 31, 2031 (or, if such day is not a Business
Day, the Business Day immediately preceding such day) and continuing to the earliest of (i) the commencement of the Series 2026-4 Rapid
Amortization Period, (ii) the date on which the Series 2026-4 Notes are fully paid and (iii) the termination of the Indenture.

 “ Series 2026-4 Demand
Note ” means each demand note made by a Demand Note Issuer, substantially in the form of Exhibit F , as amended, modified
or restated from time to time.

 “ Series 2026-4 Demand
Note Payment Amount ” means, as of the Multi-Series Letter of Credit Termination Date, the aggregate amount of all proceeds of
demands made on the Series 2026-4 Demand Notes pursuant to Section 2.5(b) or (c) that were deposited into the Series 2026-4 Distribution
Account and paid to the Series 2026-4 Noteholders during the one year period ending on the Multi-Series Letter of Credit Termination Date;
 provided , however , that if an Event of Bankruptcy (or the occurrence of an event described in clause (a) of the definition
thereof, without the lapse of a period of sixty (60) consecutive days) with respect to a Demand Note Issuer shall have occurred during
such one year period, the Series 2026-4 Demand Note Payment Amount as of the Multi-Series Letter of Credit Termination Date shall equal
the Series 2026-4 Demand Note Payment Amount as if it were calculated as of the date of such occurrence.

 “ Series 2026-4 Deposit
Date ” is defined in Section 2.2.

 “ Series 2026-4 Distribution
Account ” is defined in Section 2.9(a).

 “ Series 2026-4 Distribution
Account Collateral ” is defined in Section 2.9(d).

 “ Series 2026-4 Eligible
Letter of Credit Provider ” means a Person satisfactory to ABCR and the Demand Note Issuers and having, at the time of the issuance
of the related Multi-Series Letter of Credit, a long-term senior unsecured debt rating (or the equivalent thereof) of at least “Al”
from Moody’s and at least “A+” from Fitch and a short-term senior unsecured debt rating of at least “P-1”
from Moody’s and at least “F1” from Fitch that is (a) a commercial bank having total assets in excess of $500,000,000,
(b) a finance company, insurance company or other financial institution that in the ordinary course of business issues letters of credit
and has total assets in excess of $200,000,000 or (c) any other financial institution; provided , however , that if a Person
is not a Multi-Series Letter of Credit Provider (or a letter of credit provider under the Series

 18

 Supplement for any other Series of Notes),
then such Person shall not be a Series 2026-4 Eligible Letter of Credit Provider until ABRCF has provided 10 days’ prior notice
to the Rating Agencies that such Person has been proposed as a Multi-Series Letter of Credit Provider.

 “ Series 2026-4 Enhancement ”
means the Series 2026-4 Cash Collateral Account Collateral, the Multi-Series Letters of Credit, the Series 2026-4 Demand Notes, the Series
2026-4 Overcollateralization Amount and the Series 2026-4 Required Reserve Account Amount.

 “ Series 2026-4 Enhancement
Amount ” means, as of any date of determination, the sum of (i) the Series 2026-4 Overcollateralization Amount as of such date,
(ii) the Series 2026-4 Allocated Multi-Series Letter of Credit Amount as of such date, (iii) the Series 2026-4 Available Reserve Account
Amount as of such date and (iv) the amount of cash and Permitted Investments on deposit in the Series 2026-4 Collection Account (not including
amounts allocable to the Series 2026-4 Accrued Interest Account) and the Series 2026-4 Excess Collection Account as of such date.

 “ Series 2026-4 Enhancement
Deficiency ” means, on any date of determination, the amount by which the Series 2026-4 Enhancement Amount is less than the Series
2026-4 Required Enhancement Amount as of such date.

 “ Series 2026-4 Excess
Collection Account ” is defined in Section 2.1(b).

 “ Series 2026-4 Expected
Final Distribution Date ” means the December 2031 Distribution Date.

 “ Series 2026-4 Final
Distribution Date ” means the December 2032 Distribution Date.

 “ Series 2026-4 Interest
Period ” means a period commencing on and including the 20 th day of each calendar month and ending on and including
the 19 th day in the following calendar month; provided , however , that the initial Series 2026-4 Interest Period
shall commence on and include the Series 2026-4 Closing Date and end on and include July 19, 2026.

 “ Series 2026-4 Invested
Amount ” means, as of any date of determination, the sum of the Class A Invested Amount as of such date, the Class B Invested
Amount as of such date, the Class C Invested Amount as of such date, the Class D Invested Amount as of such date and the Class R Invested
Amount as of such date.

 “ Series 2026-4 Invested
Percentage ” means as of any date of determination:

 (a) when
used with respect to Principal Collections, the percentage equivalent (which percentage shall never exceed 100%) of a fraction, the numerator
of which shall be equal to the sum of the Series 2026-4 Invested Amount and the Series 2026-4 Overcollateralization Amount, determined
during the Series 2026-4 Revolving Period as of the end of the Related Month (or, until the end of the initial Related Month, on the Series
2026-4 Closing Date), or, during the Series 2026-4 Controlled Amortization Period and the Series 2026-4 Rapid Amortization Period, as
of the end of the Series 2026-4 Revolving Period, and the denominator of which shall be the greater of (I) the Aggregate Asset Amount
as of the end of the Related Month or, until the end of

 19

 the initial Related Month, as of the Series
2026-4 Closing Date, and (II) as of the same date as in clause (I), the sum of the numerators used to determine the invested percentages
for allocations with respect to Principal Collections (for all Series of Notes and all classes of such Series of Notes); and

 (b) when
used with respect to Interest Collections, the percentage equivalent (which percentage shall never exceed 100%) of a fraction, the numerator
of which shall be the Accrued Amounts with respect to the Series 2026-4 Notes on such date of determination, and the denominator of which
shall be the aggregate Accrued Amounts with respect to all Series of Notes on such date of determination.

 “ Series 2026-4 Lease
Interest Payment Deficit ” means, on any Distribution Date, an amount equal to the excess, if any, of (1) the excess, if any,
of (a) the aggregate amount of Interest Collections which pursuant to Section 2.2(a), (b), (c) or (d) would have been allocated to the
Series 2026-4 Accrued Interest Account if all payments of Monthly Base Rent required to have been made under the Leases from and excluding
the preceding Distribution Date to and including such Distribution Date were made in full over (b) the aggregate amount of Interest Collections
which pursuant to Section 2.2(a), (b), (c) or (d) have been allocated to the Series 2026-4 Accrued Interest Account (excluding any amounts
paid into the Series 2026-4 Accrued Interest Account pursuant to the proviso in Sections 2.2(c)(ii) and/or 2.2(d)(ii)) from and excluding
the preceding Distribution Date to and including the Business Day immediately preceding such Distribution Date over (2) the Class R Monthly
Interest with respect to the Series 2026-4 Interest Period ended on the day preceding such Distribution Date.

 “ Series 2026-4 Lease
Payment Deficit ” means either a Series 2026-4 Lease Interest Payment Deficit or a Series 2026-4 Lease Principal Payment Deficit.

 “ Series 2026-4 Lease
Principal Payment Carryover Deficit ” means (a) for the initial Distribution Date, zero and (b) for any other Distribution Date,
the excess of (x) the Series 2026-4 Lease Principal Payment Deficit, if any, on the preceding Distribution Date over (y) the amount
deposited in the Distribution Account on such preceding Distribution Date pursuant to Section 2.5(b) on account of such Series 2026-4
Lease Principal Payment Deficit.

 “ Series 2026-4 Lease
Principal Payment Deficit ” means on any Distribution Date, the sum of (a) the Series 2026-4 Monthly Lease Principal Payment
Deficit for such Distribution Date and (b) the Series 2026-4 Lease Principal Payment Carryover Deficit for such Distribution Date.

 “ Series 2026-4 Limited
Liquidation Event of Default ” means, so long as such event or condition continues, any event or condition of the type specified
in clauses (a) through (g) of Article III; provided , however , that any event or condition of the type specified in clauses
(a) through (g) of Article III shall not constitute a Series 2026-4 Limited Liquidation Event of Default if the Trustee shall have received
the written consent of the Requisite Series 2026-4 Noteholders waiving the occurrence of such Series 2026-4 Limited Liquidation Event
of Default. The Trustee shall promptly (but in any event within two (2) days) provide the Rating Agencies with written notice of such
waiver.

 20

 “ Series 2026-4 Liquidity
Amount ” means, as of any date of determination, the sum of (a) the Series 2026-4 Allocated Multi-Series Letter of Credit Liquidity
Amount on such date and (b) the Series 2026-4 Available Reserve Account Amount on such date.

 “ Series 2026-4 Maximum
Amounts ” means, collectively, the Series 2026-4 Maximum Jaguar Amount, Series 2026-4 Maximum Electric Vehicle Amount, the Series
2026-4 Maximum Land Rover Amount, the Series 2026-4 Maximum Mitsubishi Amount, the Series 2026-4 Maximum Isuzu Amount, the Series 2026-4
Maximum Subaru Amount, the Series 2026-4 Maximum Hyundai Amount, the Series 2026-4 Maximum Kia Amount, the Series 2026-4 Maximum Suzuki
Amount, the Series 2026-4 Maximum Specified States Amount (if applicable), the Series 2026-4 Maximum Non-Perfected Vehicle Amount, the
Series 2026-4 Maximum Non-Eligible Manufacturer Amount and the Series 2026-4 Maximum Medium/Heavy Duty Truck Amount.

 “ Series 2026-4 Maximum
Electric Vehicle Amount ” means, as of any day, an amount equal to 10% of the aggregate Net Book Value of all Vehicles leased
under the Leases on such day.

 “ Series 2026-4 Maximum
Hyundai Amount ” means, as of any day, an amount equal to 55% of the aggregate Net Book Value of all Vehicles leased under the
Leases on such day.

 “ Series 2026-4 Maximum
Isuzu Amount ” means, as of any day, an amount equal to 10% of the aggregate Net Book Value of all Vehicles leased under the
Leases on such day.

 “ Series 2026-4 Maximum
Jaguar Amount ” means, as of any day, an amount equal to 12.5% of the aggregate Net Book Value of all Vehicles leased under the
Leases on such day.

 “ Series 2026-4 Maximum
Kia Amount ” means, as of any day, an amount equal to 55% of the aggregate Net Book Value of all Vehicles leased under the Leases
on such day.

 “ Series 2026-4 Maximum
Land Rover Amount ” means, as of any day, an amount equal to 12.5% of the aggregate Net Book Value of all Vehicles leased under
the Leases on such day.

 “ Series 2026-4 Maximum
Medium/Heavy Duty Truck Amount ” means, as of any day, an amount equal to 5% of the aggregate Net Book Value of all Vehicles
leased under the Leases on such day.

 “ Series 2026-4 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 2026-4 Maximum
Non-Eligible Manufacturer Amount ” means, as of any day, an amount equal to 10% of the aggregate Net Book Value of all Vehicles
leased under the Leases on such day.

 21

 “ Series 2026-4 Maximum
Non-Perfected Vehicle Amount ” means, as of any day, an amount equal to 10% of the aggregate Net Book Value of all Vehicles leased
under the Leases on such day.

 “ Series 2026-4 Maximum
Specified States Amount ” means, as of any day, an amount equal to 10% of the aggregate Net Book Value of all Vehicles leased
under the Leases on such day.

 “ Series 2026-4 Maximum
Subaru Amount ” means, as of any day, an amount equal to 12.5% of the aggregate Net Book Value of all Vehicles leased under the
Leases on such day.

 “ Series 2026-4 Maximum
Suzuki Amount ” means, as of any day, an amount equal to 10% of the aggregate Net Book Value of all Vehicles leased under the
Leases on such day.

 “ Series 2026-4 Monthly
Lease Principal Payment Deficit ” means, on any Distribution Date, an amount equal to the excess, if any, of (1) the excess,
if any, of (a) the aggregate amount of Principal Collections which pursuant to Section 2.2(a), (b), (c) or (d) would have been allocated
to the Series 2026-4 Collection Account if all payments required to have been made under the Leases from and excluding the preceding Distribution
Date to and including such Distribution Date were made in full over (b) the aggregate amount of Principal Collections which pursuant to
Section 2.2(a), (b), (c) or (d) have been allocated to the Series 2026-4 Collection Account (without giving effect to any amounts
paid into the Series 2026-4 Accrued Interest Account pursuant to the proviso in Sections 2.2(c)(ii) and/or 2.2(d)(ii)) from and excluding
the preceding Distribution Date to and including the Business Day immediately preceding such Distribution Date over (2) the principal
due and payable with respect to the Class R Notes on such Distribution Date.

 “ Series 2026-4 Moody’s
Highest Enhanced Vehicle Percentage ” means, as of any date of determination, a fraction, expressed as a percentage, (a) the
numerator of which is the aggregate Net Book Value of all Vehicles (other than “medium duty” and “heavy duty”
trucks) leased under the AESOP I Operating Lease that are either not subject to a Manufacturer Program or not eligible for repurchase
under a Manufacturer Program as of such date and (b) the denominator of which is the aggregate Net Book Value of all Vehicles leased under
the AESOP I Operating Lease as of such date.

 “ Series 2026-4 Moody’s
Highest Enhancement Rate ” means, as of any date of determination, the sum of (a) 14.00% and (b) the greater of (x) the
highest, for any calendar month within the preceding 12 calendar months, of an amount (not less than zero) equal to 100% minus
the Measurement Month Average for the immediately preceding Measurement Month and (y) the highest, for any calendar month within the preceding
3 calendar months, of an amount (not less than zero) equal to 100% minus the Market Value Average as of the Determination Date
within such calendar month (excluding the Market Value Average for any Determination Date which has not yet occurred).

 “ Series 2026-4 Moody’s
Intermediate Enhanced Vehicle Percentage ” means, as of any date of determination, 100% minus the sum of (a) the Series
2026-4 Moody’s Lowest Enhanced Vehicle Percentage, (b) the Series
2026-4 Moody’s Highest Enhanced Vehicle Percentage and (c) the Series 2026-4 Moody’s Trucks Percentage.

 22

 “ Series 2026-4 Moody’s
Intermediate Enhancement Rate ” means, as of any date of determination, 8.50%.

 “ Series 2026-4 Moody’s
Lowest Enhanced Vehicle Percentage ” means, as of any date of determination, a fraction, expressed as a percentage, (a) the numerator
of which is the sum, without duplication, of (1) the aggregate Net Book Value of all Program Vehicles (other than “medium duty”
and “heavy duty” trucks) leased under the AESOP I Operating Lease that are manufactured by Eligible Program Manufacturers
having a long-term corporate family rating of “Baa3” or higher from Moody’s as of such date (or, if any Eligible
Program Manufacturer does not have a long-term corporate family rating from Moody’s as of such date, a long-term senior unsecured
debt rating of at least “Ba1” from Moody’s as of such date), and (2) so long as any Eligible Non-Program Manufacturer
has a long-term corporate family rating of “Baa3” or higher from Moody’s as of such date (or, if any Eligible Non-Program
Manufacturer does not have a long-term corporate family rating from Moody’s as of such date, a long-term senior unsecured debt rating
of at least “Ba1” from Moody’s as of such date) and no Manufacturer Event of Default has occurred and is continuing
with respect to such Eligible Non-Program Manufacturer, the aggregate Net Book Value of all Non-Program Vehicles (other than “medium
duty” and “heavy duty” trucks) leased under the AESOP I Operating Lease manufactured by each such Eligible Non-Program
Manufacturer that are subject to a Manufacturer Program and remain eligible for repurchase thereunder as of such date and (b) the denominator
of which is the aggregate Net Book Value of all Vehicles leased under the AESOP I Operating Lease as of such date.

 “ Series 2026-4 Moody’s
Lowest Enhancement Rate ” means, as of any date of determination, 5.00%.

 “ Series 2026-4 Moody’s
Required Enhancement Amount ” means, as of any date of determination, the product of (i) the Series 2026-4 Moody’s Required
Enhancement Percentage as of such date and (ii) an amount equal to the Series 2026-4 Senior Invested Amount as of such date minus
the Series 2026-4 Allocated Cash Amount.

 “ Series 2026-4 Moody’s
Required Enhancement Percentage ” means, as of any date of determination, the sum of (i) the product of (A) the Series 2026-4
Moody’s Lowest Enhancement Rate as of such date and (B) the Series 2026-4 Moody’s Lowest Enhanced Vehicle Percentage as of
such date, (ii) the product of (A) the Series 2026-4 Moody’s Intermediate Enhancement Rate as of such date and (B) the Series 2026-4
Moody’s Intermediate Enhanced Vehicle Percentage as of such date, (iii) the product of (A) the Series 2026-4 Moody’s Highest
Enhancement Rate as of such date and (B) the Series 2026-4 Moody’s Highest Enhanced Vehicle Percentage as of such date and (iv)
the product of (A) the Series 2026-4 Moody’s Trucks Enhancement Rate as of such date and (B) the Series 2026-4 Moody’s Trucks
Percentage as of such date.

 “ Series 2026-4 Moody’s
Trucks Enhancement Rate ” means, as of any date of determination, 35.70%.

 23

 “ Series 2026-4 Moody’s
Trucks Percentage ” means, as of any date of determination, a fraction, expressed as a percentage, (a) the numerator of which
is the aggregate Net Book Value of all Vehicles leased under the AESOP I Operating Lease that are that are “medium duty” or
“heavy duty” trucks as of such date and (b) the denominator of which is the aggregate Net Book Value of all Vehicles leased
under the AESOP I Operating Lease as of such date.

 “ Series 2026-4 Note
Owner ” means each beneficial owner of a Series 2026-4 Note.

 “ Series 2026-4 Noteholder ”
means any Class A Noteholder, any Class B Noteholder, any Class C Noteholder, any Class D Noteholder, any Class R Noteholder or, if the
Class E Notes have been issued, any Class E Noteholder.

 “ Series 2026-4 Notes ”
means, collectively, the Class A Notes, the Class B Notes, the Class C Notes, the Class D Notes, the Class E Notes (if issued), and the
Class R Notes.

 “ Series 2026-4 Overcollateralization
Amount ” means the excess, if any, of (x) the Series 2026-4 AESOP I Operating Lease Loan Agreement Borrowing Base as of such
date over (y) the Series 2026-4 Senior Invested Amount as of such date.

 “ Series 2026-4 Past
Due Rent Payment ” is defined in Section 2.2(g).

 “ Series 2026-4 Percentage ”
means, as of any date of determination, a fraction, expressed as a percentage, the numerator of which is the Series 2026-4 Invested Amount
as of such date and the denominator of which is the Aggregate Invested Amount as of such date.

 “ Series 2026-4 Principal
Allocation ” is defined in Section 2.2(a)(ii).

 “ Series 2026-4 Rapid
Amortization Period ” means the period beginning at the close of business on the Business Day immediately preceding the day on
which an Amortization Event is deemed to have occurred with respect to the Series 2026-4 Notes and ending upon the earliest to occur of
(i) the date on which the Series 2026-4 Notes are fully paid, (ii) the Series 2026-4 Final Distribution Date and (iii) the termination
of the Indenture.

 “ Series 2026-4 Reimbursement
Agreement ” means any and each agreement providing for the reimbursement of a Multi-Series Letter of Credit Provider for draws
under its Multi-Series Letter of Credit as the same may be amended, supplemented, restated or otherwise modified from time to time.

 “ Series 2026-4 Repurchase
Amount ” is defined in Section 5.1(a).

 “ Series 2026-4 Required
AESOP I Operating Lease Vehicle Amount ” means, as of any date of determination, the sum of the Series 2026-4 Invested Amount
and the Series 2026-4 Required Overcollateralization Amount as of such date.

 “ Series 2026-4 Required
Enhancement Amount ” means, as of any date of determination, the sum (without duplication) of (i) the Series 2026-4 Moody’s
Required Enhancement Amount as of such date, (ii) the Series 2026-4 AESOP I Operating Lease Vehicle

 24

 Percentage as of the immediately preceding
Business Day of the excess, if any, of the aggregate Net Book Value of all Vehicles manufactured by Mitsubishi and leased under the Leases
as of such date over the Series 2026-4 Maximum Mitsubishi Amount as of such date, (iii) the Series 2026-4 AESOP I Operating Lease Vehicle
Percentage as of the immediately preceding Business Day of the excess, if any, of the aggregate Net Book Value of all Vehicles manufactured
by Isuzu and leased under the Leases as of such date over the Series 2026-4 Maximum Isuzu Amount as of such date, (iv) the Series 2026-4
AESOP I Operating Lease Vehicle Percentage as of the immediately preceding Business Day of the excess, if any, of the aggregate Net Book
Value of all Vehicles manufactured by Subaru and leased under the Leases as of such date over the Series 2026-4 Maximum Subaru Amount
as of such date, (v) the Series 2026-4 AESOP I Operating Lease Vehicle Percentage as of the immediately preceding Business Day of the
excess, if any, of the aggregate Net Book Value of all Vehicles manufactured by Hyundai and leased under the Leases as of such date over
the Series 2026-4 Maximum Hyundai Amount as of such date, (vi) the Series 2026-4 AESOP I Operating Lease Vehicle Percentage as of the
immediately preceding Business Day of the excess, if any, of the aggregate Net Book Value of all Vehicles manufactured by Kia and leased
under the Leases as of such date over the Series 2026-4 Maximum Kia Amount as of such date, (vii) the Series 2026-4 AESOP I Operating
Lease Vehicle Percentage as of the immediately preceding Business Day of the excess, if any, of the aggregate Net Book Value of all Vehicles
manufactured by Suzuki and leased under the Leases as of such date over the Series 2026-4 Maximum Suzuki Amount as of such date, (viii)
the Series 2026-4 AESOP I Operating Lease Vehicle Percentage as of the immediately preceding Business Day of the excess, if any, of the
aggregate Net Book Value of all Vehicles that are Electric Vehicles and leased under the Leases as of such date over the Series 2026-4
Maximum Electric Vehicle Amount as of such date, (ix) the Series 2026-4 AESOP I Operating Lease Vehicle Percentage as of the immediately
preceding Business Day of the excess, if any, of the aggregate Net Book Value of all Vehicles manufactured by Land Rover and leased under
the Leases as of such date over the Series 2026-4 Maximum Land Rover Amount as of such date, (x) the Series 2026-4 AESOP I Operating Lease
Vehicle Percentage as of the immediately preceding Business Day of the excess, if any, of the aggregate Net Book Value of all Vehicles
manufactured by Jaguar and leased under the Leases as of such date over the Series 2026-4 Maximum Jaguar Amount as of such date, (xi)
the Series 2026-4 AESOP I Operating Lease Vehicle Percentage as of the immediately preceding Business Day of the excess, if any, of (x)
Springing Amendment Condition (Non-Perfected Lien) is not satisfied, the Specified States Amount as of such date over the Series 2026-4
Maximum Specified States Amount or (y) if the Springing Amendment Condition (Non-Perfected Lien) is satisfied, the Net Book Value of all
Vehicles leased under the Operating Leases with respect to which the lien under the Indenture is not perfected through a notation of such
lien on the Certificate of Title or otherwise over the Series 2026-4 Maximum Non-Perfected Vehicle Amount (as applicable) as of such date,
(xii) the Series 2026-4 AESOP I Operating Lease Vehicle Percentage as of the immediately preceding Business Day of the excess, if any,
of the Non-Eligible Manufacturer Amount as of such date over the Series 2026-4 Maximum Non-Eligible Manufacturer Amount as of such date
and (xiii) if the Springing Amendment Condition (Trucks) has been satisfied, the Series 2026-4 AESOP I Operating Lease Vehicle Percentage
as of the immediately preceding Business Day of the excess, if any, of the Net Book Value of all Vehicles leased under the Leases as of
such date that were “medium duty” or “heavy duty” trucks at the time of acquisition over the Series 2026-4 Maximum
Medium/Heavy Duty Truck Amount as of such date.

 25

 “ Series 2026-4 Required
Liquidity Amount ” means, as of any date of determination, an amount equal to the product of 3.50% and the Series 2026-4 Senior
Invested Amount as of such date.

 “ Series 2026-4 Required
Overcollateralization Amount ” means, as of any date of determination, the excess, if any, of the Series 2026-4 Required Enhancement
Amount over the sum of (i) the Series 2026-4 Allocated Multi-Series Letter of Credit Amount as of such date, (ii) the Series 2026-4 Available
Reserve Account Amount on such date and (iii) the amount of cash and Permitted Investments on deposit in the Series 2026-4 Collection
Account (not including amounts allocable to the Series 2026-4 Accrued Interest Account) and the Series 2026-4 Excess Collection Account
on such date.

 “ Series 2026-4 Required
Reserve Account Amount ” means, for any date of determination, an amount equal to the greater of (a) the excess, if any,
of the Series 2026-4 Required Liquidity Amount as of such date over the Series 2026-4 Allocated Multi-Series Letter of Credit Liquidity
Amount as of such date and (b) the excess, if any, of the Series 2026-4 Required Enhancement Amount as of such date over the Series 2026-4
Enhancement Amount (excluding therefrom the Series 2026-4 Available Reserve Account Amount and calculated after giving effect to any payments
of principal to be made on the Series 2026-4 Notes) as of such date.

 “ Series 2026-4 Reserve
Account ” is defined in Section 2.7(a).

 “ Series 2026-4 Reserve
Account Collateral ” is defined in Section 2.7(d).

 “ Series 2026-4 Reserve
Account Surplus ” means, with respect to any Distribution Date, the excess, if any, of the Series 2026-4 Available Reserve Account
Amount over the Series 2026-4 Required Reserve Account Amount on such Distribution Date.

 “ Series 2026-4 Revolving
Period ” means the period from and including the Series 2026-4 Closing Date to the earlier of (i) the commencement of the
Series 2026-4 Controlled Amortization Period and (ii) the commencement of the Series 2026-4 Rapid Amortization Period.

 “ Series 2026-4 Senior
Invested Amount ” means, on any date, the sum of the Class A Invested Amount on such date, the Class B Invested Amount on such
date, the Class C Invested Amount on such date and the Class D Invested Amount on such date.

 “ Series 2026-4 Senior
Monthly Interest ” means, with respect to any Distribution Date, the sum of the Class A Monthly Interest, the Class B Monthly
Interest, the Class C Monthly Interest and the Class D Monthly Interest, in each case with respect to the Series 2026-4 Interest Period
ended on the day preceding such Distribution Date.

 “ Series 2026-4 Senior
Notes ” means, collectively, the Class A Notes, the Class B Notes, the Class C Notes and the Class D Notes.

 “ Series 2026-4 Shortfall ”
means, on any Distribution Date, the sum of the Class A Shortfall, the Class B Shortfall, the Class C Shortfall and the Class D Shortfall
on such Distribution Date.

 26

 “ Series 2026-4 Termination
Date ” means the December 2032 Distribution Date.

 “ Series 2026-4 Trustee’s
Fees ” means, for any Distribution Date during the Series 2026-4 Rapid Amortization Period on which there exists a Series 2026-4
Lease Interest Payment Deficit, a portion of the fees payable to the Trustee in an amount equal to the product of (i) the Series 2026-4
Percentage as of the beginning of the Series 2026-4 Interest Period ending on the day preceding such Distribution Date and (ii) the fees
owing to the Trustee under the Base Indenture; provided , however , that the Series 2026-4 Trustee’s Fees in the aggregate
for all Distribution Dates shall not exceed 1.1% of the Series 2026-4 Required AESOP I Operating Lease Vehicle Amount as of the last day
of the Series 2026-4 Revolving Period.

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

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

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

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

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

 “ Supplement ”
is defined in the preamble hereto.

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

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

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

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

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

 “ Temporary Global
Series 2026-4 Notes ” is defined in Section 4.2.

 27

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

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

 “ Trustee ”
is defined in the recitals hereto.

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

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

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

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

 (c) Any
amounts calculated by reference to the Series 2026-4 Invested Amount (or any component thereof) on any date shall, unless otherwise stated,
be calculated after giving effect to any payment of principal made to the applicable Class A Noteholders, applicable Class B Noteholders,
applicable Class C Noteholders, applicable Class D Noteholders and applicable Class R Noteholders on such date.

 ARTICLE II

SERIES 2026-4 ALLOCATIONS

 With respect to the Series
2026-4 Notes, the following shall apply:

 Section 2.1.
 Establishment of Series 2026-4 Collection Account, Series 2026-4 Excess Collection Account and Series 2026-4 Accrued Interest
Account .

 (a)
All
Collections allocable to the Series 2026-4 Notes shall be allocated to the Collection Account.

 (b)
 The Trustee will create three administrative subaccounts within the Collection Account for the benefit of the Series 2026-4 Noteholders:
the Series 2026-4 Collection

 28

 Account (such sub-account, the “ Series
2026-4 Collection Account ”), the Series 2026-4 Excess Collection Account (such sub-account, the “ Series 2026-4
Excess Collection Account ”) and the Series 2026-4 Accrued Interest Account (such sub-account, the “ Series 2026-4
Accrued Interest Account ”).

 Section 2.2.
 Allocations with Respect to the Series 2026-4 Notes . The net proceeds from the initial sale of the Class A Notes, Class
B Notes, Class C Notes, Class D Notes and Class R Notes will be deposited into the Collection Account on the Series 2026-4 Closing Date
and the net proceeds from any issuance of Class E Notes and Additional Class R Notes shall be deposited into the Collection Account on
the Additional Notes Closing Date. On each Business Day on which Collections are deposited into the Collection Account (each such date,
a “ Series 2026-4 Deposit Date ”), the Administrator will direct the Trustee in writing pursuant to the Administration
Agreement to allocate all amounts deposited into the Collection Account in accordance with the provisions of this Section 2.2.

 (a)
 Allocations of Collections During the Series 2026-4 Revolving Period . During the Series 2026-4 Revolving Period, the Administrator
will direct the Trustee in writing pursuant to the Administration Agreement to allocate, prior to 11:00 a.m. (New York City time)
on each Series 2026-4 Deposit Date, all amounts deposited into the Collection Account as set forth below:

 (i)
 allocate to the Series 2026-4 Collection Account an amount equal to the Series 2026-4 Invested Percentage (as of such day) of the
aggregate amount of Interest Collections on such day. All such amounts allocated to the Series 2026-4 Collection Account shall be further
allocated to the Series 2026-4 Accrued Interest Account; and

 (ii)
 allocate to the Series 2026-4 Excess Collection Account an amount equal to the Series 2026-4 Invested Percentage (as of such day)
of the aggregate amount of Principal Collections on such day (for any such day, the “ Series 2026-4 Principal Allocation ”).

 (b)
 Allocations of Collections During the Series 2026-4 Controlled Amortization Period . With respect to the Series 2026-4 Controlled
Amortization Period, the Administrator will direct the Trustee in writing pursuant to the Administration Agreement to allocate, prior
to 11:00 a.m. (New York City time) on any Series 2026-4 Deposit Date, all amounts deposited into the Collection Account as set forth below:

 (i)
 allocate to the Series 2026-4 Collection Account an amount determined as set forth in Section 2.2(a)(i) above for such day, which
amount shall be further allocated to the Series 2026-4 Accrued Interest Account; and

 (ii)
 allocate to the Series 2026-4 Collection Account an amount equal to the Series 2026-4 Principal Allocation for such day, which
amount shall be used to make principal payments in respect of the Series 2026-4 Notes in accordance with Section 2.5, (A) first, in respect
of the Class A Notes in an amount equal to the Class A Controlled Distribution Amount, (B) second, in respect of the Class B Notes in
an amount equal to the Class B Controlled Distribution Amount, (C) third, in respect of the Class C Notes in an

 29

 amount equal to the Class C Controlled
Distribution Amount, (D) fourth, in respect of the Class D Notes in an amount equal to the Class D Controlled Distribution Amount and
(E) fifth, in respect of the Class R Notes in an amount equal to the Class R Controlled Amortization Amount, in each case with respect
to the Related Month; provided , however , that if the Monthly Total Principal Allocation exceeds the sum of the Class A Controlled
Distribution Amount, the Class B Controlled Distribution Amount, the Class C Controlled Distribution Amount, the Class D Controlled Distribution
Amount and the Class R Controlled Amortization Amount, in each case with respect to the Related Month, then the amount of such excess
shall be allocated to the Series 2026-4 Excess Collection Account.

 (c)
 Allocations of Collections During the Series 2026-4 Rapid Amortization Period . With respect to the Series 2026-4 Rapid Amortization
Period, other than after the occurrence of an Event of Bankruptcy with respect to ABCR, any other Lessee or any Permitted Sublessee, the
Administrator will direct the Trustee in writing pursuant to the Administration Agreement to allocate, prior to 11:00 a.m. (New York
City time) on any Series 2026-4 Deposit Date, all amounts deposited into the Collection Account as set forth below:

 (i)
 allocate to the Series 2026-4 Collection Account an amount determined as set forth in Section 2.2(a)(i) above for such day, which
amount shall be further allocated to the Series 2026-4 Accrued Interest Account; and

 (ii)
 allocate to the Series 2026-4 Collection Account an amount equal to the Series 2026-4 Principal Allocation for such day, which
amount shall be used in accordance with Section 2.5 to make principal payments in respect of the Class A Notes until the Class A Notes
have been paid in full, and after the Class A Notes have been paid in full shall be used to make principal payments in respect of the
Class B Notes until the Class B Notes have been paid in full, and after the Class A Notes and the Class B Notes have been paid in full
shall be used to make principal payments in respect of the Class C Notes until the Class C Notes have been paid in full, and after the
Class A Notes, the Class B Notes and the Class C Notes have been paid in full shall be used to make principal payments in respect of the
Class D Notes until the Class D Notes have been paid in full, and after the Class A Notes, the Class B Notes, the Class C Notes and the
Class D Notes have been paid in full (including interest thereon) shall be used to make principal payments in respect of the Class R Notes
until the Class R Notes have been paid in full; provided , however , that if on any Determination Date (A) the Administrator
determines that the amount anticipated to be available from Interest Collections allocable to the Series 2026-4 Notes and other amounts
available pursuant to Section 2.3 to pay the sum of (x) the Series 2026-4 Senior Monthly Interest for the next succeeding Distribution
Date and (y) any unpaid Series 2026-4 Shortfall on such Distribution Date (together with interest on such Series 2026-4 Shortfall) will
be less than the sum of (I) the Series 2026-4 Senior Monthly Interest for such Distribution Date and (II) such Series 2026-4 Shortfall
(together with interest thereon) and (B) the Series 2026-4 Enhancement Amount is greater than zero, then the Administrator shall direct
the Trustee in writing to reallocate a portion of the Principal Collections allocated to the Series 2026-4 Notes during the Related Month
equal to the lesser of such insufficiency and the Series 2026-4 Enhancement Amount to the Series 2026-4 Accrued Interest Account to be
treated as Interest Collections on such Distribution Date; provided further , however , that if on any Determination Date
the Administrator

 30

 determines that, after giving effect
the preceding proviso, the amount anticipated to be available from Interest Collections allocable to the Series 2026-4 Notes and other
amounts available pursuant to Section 2.3 to pay the sum of (x) the Series 2026-4 Senior Monthly Interest for the next succeeding
Distribution Date and (y) any unpaid Series 2026-4 Shortfall on such Distribution Date (together with interest on such Series 2026-4 Shortfall)
will be less than the sum of (I) the Series 2026-4 Senior Monthly Interest for such Distribution Date and (II) such Series 2026-4 Shortfall
(together with interest thereon), then the Administrator shall direct the Trustee in writing to reallocate a portion of the Principal
Collections allocated to the Series 2026-4 Notes during the Related Month equal to the lesser of (1) the amount of such Principal Collections
that is anticipated to remain after the payment of the Series 2026-4 Senior Invested Amount in full, and (2) any such interest due and
owing in respect of the Class A Notes, the Class B Notes, the Class C Notes or the Class D Notes to the 2026-4 Accrued Interest Account
to be treated as Interest Collections on such Distribution Date.

 (d)
 Allocations of Collections after the Occurrence of an Event of Bankruptcy . After the occurrence of an Event of Bankruptcy
with respect to ABCR, any other Lessee or any Permitted Sublessee, the Administrator will direct the Trustee in writing pursuant to the
Administration Agreement to allocate, prior to 11:00 a.m. (New York City time) on any Series 2026-4 Deposit Date, all amounts attributable
to the AESOP I Operating Lease Loan Agreement deposited into the Collection Account as set forth below:

 (i)
 allocate to the Series 2026-4 Collection Account an amount equal to the Series 2026-4 AESOP I Operating Lease Vehicle Percentage
as of the date of the occurrence of such Event of Bankruptcy of the aggregate amount of Interest Collections made under the AESOP I Operating
Lease Loan Agreement for such day. All such amounts allocated to the Series 2026-4 Collection Account shall be further allocated to the
Series 2026-4 Accrued Interest Account; and

 (ii)
 allocate to the Series 2026-4 Collection Account an amount equal to the Series 2026-4 AESOP I Operating Lease Vehicle Percentage
as of the date of the occurrence of such Event of Bankruptcy of the aggregate amount of Principal Collections made under the AESOP I Operating
Lease Loan Agreement, which amount shall be used in accordance with Section 2.5 , to make principal payments in respect of the Class
A Notes until the Class A Notes have been paid in full, and after the Class A Notes have been paid in full shall be used to make principal
payments in respect of the Class B Notes until the Class B Notes have been paid in full, and after the Class A Notes and the Class B Notes
have been paid in full shall be used to make principal payments in respect of the Class C Notes until the Class C Notes have been paid
in full, and after the Class A Notes, the Class B Notes and the Class C Notes have been paid in full shall be used to make principal payments
in respect of the Class D Notes until the Class D Notes have been paid in full, and after the Class A Notes, the Class B Notes, the Class
C Notes and the Class D Notes have been paid in full (including interest thereon), shall be used to make principal payments in respect
of the Class R Notes until the Class R Notes have been paid in full; provided , however , that if on any Determination Date
(A) the Administrator determines that the amount anticipated to be available from Interest Collections allocable to the Series 2026-4
Notes and other amounts available pursuant to Section 2.3 to pay the sum of (x) the Series

 31

 2026-4 Senior Monthly Interest for the
next succeeding Distribution Date and (y) any unpaid Series 2026-4 Shortfall on such Distribution Date (together with interest on such
Series 2026-4 Shortfall) will be less than the sum of (I) the Series 2026-4 Senior Monthly Interest for such Distribution Date and (II)
such Series 2026-4 Shortfall (together with interest thereon) and (B) the Series 2026-4 Enhancement Amount is greater than zero, then
the Administrator shall direct the Trustee in writing to reallocate a portion of the Principal Collections allocated to the Series 2026-4
Notes during the Related Month equal to the lesser of such insufficiency and the Series 2026-4 Enhancement Amount to the Series 2026-4
Accrued Interest Account to be treated as Interest Collections on such Distribution Date; provided further , however , that
if on any Determination Date the Administrator determines that, after giving effect the preceding proviso, the amount anticipated to be
available from Interest Collections allocable to the Series 2026-4 Notes and other amounts available pursuant to Section 2.3 to
pay the sum of (x) the Series 2026-4 Senior Monthly Interest for the next succeeding Distribution Date and (y) any unpaid Series 2026-4
Shortfall on such Distribution (together with interest in such Series 2026-4 Shortfall), will be less than the sum of (I) the Series 2026-4
Senior Monthly Interest for such Distribution Date and (II) such Series 2026-4 Shortfall (together with interest thereon), then the Administrator
shall direct the Trustee in writing to reallocate any portion of the Principal Collections allocated to the Series 2026-4 Notes during
the Related Month equal to the lesser of (1) the amount of such Principal Collections that is anticipated to remain after the payment
of the Series 2026-4 Senior Invested Amount in full, and (2) any such interest due and owing in respect of the Class A Notes, the Class
B Notes, the Class C Notes or the Class D Notes to the 2026-4 Accrued Interest Account to be treated as Interest Collections on such Distribution
Date.

 (e)
 Series 2026-4 Excess Collection Account . Amounts allocated to the Series 2026-4 Excess Collection Account on any Series
2026-4 Deposit Date will be (w) first, deposited in the Series 2026-4 Reserve Account in an amount up to the excess, if any, of the Series
2026-4 Required Reserve Account Amount for such date over the Series 2026-4 Available Reserve Account Amount for such date, (x) second,
used to pay the principal amount of other Series of Notes that are then in amortization, (y) third, released to AESOP Leasing in an amount
equal to the product of (A) the Loan Agreement’s Share with respect to the AESOP I Operating Lease Loan Agreement as of such date
and (B) 100% minus the Loan Payment Allocation Percentage with respect to the AESOP I Operating Lease Loan Agreement as of such
date and (C) the amount of any remaining funds and (z) fourth, paid to ABRCF for any use permitted by the Related Documents including
to make Loans under the Loan Agreements to the extent the Borrowers have requested Loans thereunder and Eligible Vehicles are available
for financing thereunder; provided , however , that in the case of clauses (x), (y) and (z), that no Amortization Event, Series
2026-4 Enhancement Deficiency or AESOP I Operating Lease Vehicle Deficiency would result therefrom or exist immediately thereafter. Upon
the occurrence of an Amortization Event and once a Trust Officer has actual knowledge of the Amortization Event, funds on deposit in the
Series 2026-4 Excess Collection Account will be withdrawn by the Trustee, deposited in the Series 2026-4 Collection Account and allocated
as Principal Collections to reduce the Series 2026-4 Invested Amount on the immediately succeeding Distribution Date.

 (f)
 Allocations From Other Series . Amounts allocated to other Series of Notes that have been reallocated by ABRCF to the Series
2026-4 Notes (i) during the Series 2026-4

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 Revolving Period shall be allocated to the
Series 2026-4 Excess Collection Account and applied in accordance with Section 2.2(e) and (ii) during the Series 2026-4 Controlled Amortization
Period or the Series 2026-4 Rapid Amortization Period shall be allocated to the Series 2026-4 Collection Account and applied in accordance
with Section 2.2(b) or 2.2(c), as applicable, to make principal payments in respect of the Series 2026-4 Notes.

 (g)
 Past Due Rent Payments . Notwithstanding the foregoing, if in the case of Section 2.2(a) or (b), after the occurrence of
a Series 2026-4 Lease Payment Deficit, the Lessees shall make payments of Monthly Base Rent or other amounts payable by the Lessees under
the Leases on or prior to the fifth Business Day after the occurrence of such Series 2026-4 Lease Payment Deficit (a “ Past Due
Rent Payment ”), the Administrator shall direct the Trustee in writing pursuant to the Administration Agreement to allocate to
the Series 2026-4 Collection Account an amount equal to the Series 2026-4 Invested Percentage as of the date of the occurrence of such
Series 2026-4 Lease Payment Deficit of the Collections attributable to such Past Due Rent Payment (the “ Series 2026-4 Past Due
Rent Payment ”). The Administrator shall instruct the Trustee in writing pursuant to the Administration Agreement to withdraw
from the Series 2026-4 Collection Account and apply the Series 2026-4 Past Due Rent Payment in the following order:

 (i)
 if the occurrence of such Series 2026-4 Lease Payment Deficit resulted in one or more Lease Deficit Disbursements being made under
the Multi-Series Letters of Credit, pay to each Multi-Series Letter of Credit Provider who made such a Lease Deficit Disbursement for
application in accordance with the provisions of the applicable Series 2026-4 Reimbursement Agreement an amount equal to the lesser of
(x) the unreimbursed amount of such Multi-Series Letter of Credit Provider’s Lease Deficit Disbursement and (y) such Multi-Series
Letter of Credit Provider’s Pro Rata Share of the Series 2026-4 Past Due Rent Payment;

 (ii)
 if the occurrence of such Series 2026-4 Lease Payment Deficit resulted in a withdrawal being made from the Series 2026-4 Cash Collateral
Account, deposit in the Series 2026-4 Cash Collateral Account an amount equal to the lesser of (x) the amount of the Series 2026-4 Past
Due Rent Payment remaining after any payment pursuant to clause (i) above and (y) the amount withdrawn from the Series 2026-4 Cash Collateral
Account on account of such Series 2026-4 Lease Payment Deficit;

 (iii)
 if the occurrence of such Series 2026-4 Lease Payment Deficit resulted in a withdrawal being made from the Series 2026-4 Reserve
Account pursuant to Section 2.3(d), deposit in the Series 2026-4 Reserve Account an amount equal to the lesser of (x) the amount of the
Series 2026-4 Past Due Rent Payment remaining after any payments pursuant to clauses (i) and (ii) above and (y) the excess, if any, of
the Series 2026-4 Required Reserve Account Amount over the Series 2026-4 Available Reserve Account Amount on such day;

 (iv)
 allocate to the Series 2026-4 Accrued Interest Account the amount, if any, by which the Series 2026-4 Lease Interest Payment Deficit,
if any, relating to such Series 2026-4 Lease Payment Deficit exceeds the amount of the Series 2026-4 Past Due Rent Payment applied pursuant
to clauses (i), (ii) and (iii) above; and

 33

 (v)
 treat the remaining amount of the Series 2026-4 Past Due Rent Payment as Principal Collections allocated to the Series 2026-4
Notes in accordance with Section 2.2(a)(ii) or 2.2(b)(ii), as the case may be.

 Section 2.3.
 Payments to Noteholders . On each Determination Date, as provided below, the Administrator shall instruct the Paying Agent
in writing pursuant to the Administration Agreement to withdraw, and on the following Distribution Date the Paying Agent, acting in accordance
with such instructions, shall withdraw the amounts required to be withdrawn from the Collection Account pursuant to Section 2.3(a)
below in respect of all funds available from Interest Collections processed since the preceding Distribution Date and allocated to the
holders of the Series 2026-4 Notes.

 (a)
 Note Interest with Respect to the Series 2026-4 Notes . On each Determination Date, the Administrator shall instruct the
Trustee and the Paying Agent in writing pursuant to the Administration Agreement as to the amount to be withdrawn and paid pursuant to
Section 2.4 from the Series 2026-4 Accrued Interest Account to the extent funds are anticipated to be available from Interest Collections
allocable to the Series 2026-4 Notes processed from but not including the preceding Distribution Date through the succeeding Distribution
Date in respect of (i) an amount equal to the Class A Monthly Interest for the Series 2026-4 Interest Period ending on the day preceding
the related Distribution Date, (ii) an amount equal to the amount of any unpaid Class A Shortfall as of the preceding Distribution Date
(together with any accrued interest on such Class A Shortfall), (iii) an amount equal to the Class B Monthly Interest for the Series 2026-4
Interest Period ending on the day preceding the related Distribution Date, (iv) an amount equal to the amount of any unpaid Class B Shortfall
as of the preceding Distribution Date (together with any accrued interest on such Class B Shortfall), (v) an amount equal to the Class
C Monthly Interest for the Series 2026-4 Interest Period ending on the day preceding the related Distribution Date, (vi) an amount equal
to the amount of any unpaid Class C Shortfall as of the preceding Distribution Date (together with any accrued interest on such Class
C Shortfall), (vii) an amount equal to the Class D Monthly Interest for the Series 2026-4 Interest Period ending on the day preceding
the related Distribution Date, (viii) an amount equal to the amount of any unpaid Class D Shortfall as of the preceding Distribution Date
(together with any accrued interest on such Class D Shortfall), (ix) an amount equal to the Class R Monthly Interest for the Series 2026-4
Interest Period ending on the day preceding the related Distribution Date and (x) an amount equal to the amount of any unpaid Class R
Shortfall as of the preceding Distribution Date (together with any accrued interest on such Class R Shortfall). On the following Distribution
Date, the Trustee shall withdraw the amounts described in the first sentence of this Section 2.3(a) from the Series 2026-4 Accrued Interest
Account and deposit such amounts in the Series 2026-4 Distribution Account. For the avoidance of doubt, no interest shall accrue or be
due and payable with respect to the Class D Notes for so long as ABRCF owns 100% of the Class D Notes.

 (b)
 Lease Payment Deficit Notice . On or before 3:00 p.m. (New York City time) on the Business Day immediately preceding each
Distribution Date, the Administrator shall notify the Trustee of the amount of any Series 2026-4 Lease Payment Deficit, such notification
to be in the form of Exhibit H (each a “ Lease Payment Deficit Notice ”).

 (c)
 Draws on Multi-Series Letters of Credit For Series 2026-4 Lease Interest Payment Deficits . If the Administrator determines
on the Business Day immediately preceding

 34

 any Distribution Date that on such Distribution
Date there will exist a Series 2026-4 Lease Interest Payment Deficit, the Administrator shall, on or prior to 3:00 p.m. (New York City
time) on such Business Day, instruct the Trustee in writing to draw on the Multi-Series Letters of Credit, if any, and, the Trustee shall,
by 5:00 p.m. (New York City time) on such Business Day draw an amount as set forth in such notice equal to the least of (i) such Series
2026-4 Lease Interest Payment Deficit, (ii) the excess, if any, of the sum of (A) the amounts described in clauses (i) through (vi) of
Section 2.3(a) above for such Distribution Date and (B) during the Series 2026-4 Rapid Amortization Period, the Series 2026-4 Trustee’s
Fees for such Distribution Date, over the amounts available from the Series 2026-4 Accrued Interest Account and (iii) the Series 2026-4
Allocated Multi-Series Letter of Credit Liquidity Amount on the Multi-Series Letters of Credit by presenting to each Multi-Series Letter
of Credit Provider a draft accompanied by a Certificate of Lease Deficit Demand and shall cause the Lease Deficit Disbursements to be
deposited in the Series 2026-4 Distribution Account on such date; provided , however , that if the Series 2026-4 Cash Collateral
Account has been established and funded, the Trustee shall withdraw from the Series 2026-4 Cash Collateral Account and deposit in the
Series 2026-4 Distribution Account an amount equal to the lesser of (x) the Series 2026-4 Cash Collateral Percentage on such date of the
least of the amounts described in clauses (i), (ii) and (iii) above and (y) the Series 2026-4 Available Cash Collateral Account Amount
on such date and draw an amount equal to the remainder of such amount on the Multi-Series Letters of Credit.

 (d)
 Withdrawals from Series 2026-4 Reserve Account . If the Administrator determines on any Distribution Date that the amounts
available from the Series 2026-4 Accrued Interest Account plus the amount, if any, to be drawn under the Multi-Series Letters of
Credit and/or withdrawn from the Series 2026-4 Cash Collateral Account pursuant to Section 2.3(c) are insufficient to pay the sum of (A)
the amounts described in clauses (i) through (vi) of Section 2.3(a) above on such Distribution Date and (B) during the Series 2026-4
Rapid Amortization Period, the Series 2026-4 Trustee’s Fees for such Distribution Date, the Administrator shall instruct the Trustee
in writing to withdraw from the Series 2026-4 Reserve Account and deposit in the Series 2026-4 Distribution Account on such Distribution
Date an amount equal to the lesser of the Series 2026-4 Available Reserve Account Amount and such insufficiency. The Trustee shall withdraw
such amount from the Series 2026-4 Reserve Account and deposit such amount in the Series 2026-4 Distribution Account.

 (e)
 [RESERVED] .

 (f)
 Balance . On or prior to the second Business Day preceding each Distribution Date, the Administrator shall instruct the Trustee
and the Paying Agent in writing pursuant to the Administration Agreement to pay the balance (after making the payments required in Section
2.4), if any, of the amounts available from the Series 2026-4 Accrued Interest Account and the Series 2026-4 Distribution Account, plus
the amount, if any, drawn under the Multi-Series Letters of Credit and/or withdrawn from the Series 2026-4 Cash Collateral Account pursuant
to Section 2.3(c) plus the amount, if any, withdrawn from the Series 2026-4 Reserve Account pursuant to Section 2.3(d) as follows:

 (i)
 on each Distribution Date during the Series 2026-4 Revolving Period or the Series 2026-4 Controlled Amortization Period, (1) first,
to the Administrator, an amount equal to the Series 2026-4 Percentage as of the beginning of the Series 2026-4

 35

 Interest Period ending on the day preceding
such Distribution Date of the portion of the Monthly Administration Fee payable by ABRCF (as specified in clause (iii) of the definition
thereof) for such Series 2026-4 Interest Period, (2) second, to the Trustee, an amount equal to the Series 2026-4 Percentage as of the
beginning of such Series 2026-4 Interest Period of the fees owing to the Trustee under the Base Indenture for such Series 2026-4 Interest
Period, (3) third to pay any Carrying Charges (other than Carrying Charges provided for above) to the Persons to whom such amounts are
owed, an amount equal to the Series 2026-4 Percentage as of the beginning of such Series 2026-4 Interest Period of such Carrying Charges
(other than Carrying Charges provided for above) for such Series 2026-4 Interest Period and (4) fourth, the balance, if any, shall be
withdrawn by the Paying Agent from the Series 2026-4 Collection Account and deposited in the Series 2026-4 Excess Collection Account;
and

 (ii)
 on each Distribution Date during the Series 2026-4 Rapid Amortization Period, (1) first, to the Trustee, an amount equal to the
Series 2026-4 Percentage as of the beginning of such Series 2026-4 Interest Period ending on the day preceding such Distribution Date
of the fees owing to the Trustee under the Base Indenture for such Series 2026-4 Interest Period, (2) second, to the Administrator, an
amount equal to the Series 2026-4 Percentage as of the beginning of such Series 2026-4 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 2026-4 Interest Period, (3) third, to pay
any Carrying Charges (other than Carrying Charges provided for above) to the Persons to whom such amounts are owed, an amount equal to
the Series 2026-4 Percentage as of the beginning of such Series 2026-4 Interest Period of such Carrying Charges (other than Carrying Charges
provided for above) for such Series 2026-4 Interest Period and (4) fourth, so long as the Series 2026-4 Invested Amount is greater than
the Monthly Total Principal Allocations for the Related Month, an amount equal to the excess of the Series 2026-4 Invested Amount over
the Monthly Total Principal Allocations for the Related Month shall be treated as Principal Collections.

 (g)
 Shortfalls .

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

 (ii)
 If the amounts described in Section 2.3 are insufficient to pay the amounts described in clauses (i) and (ii) of Section 2.3(a)
and the Class B Monthly Interest on any Distribution Date, payments of interest to the Class B Noteholders will be reduced on a pro
rata basis by the amount of such deficiency. The aggregate amount, if any, of such deficiency on any Distribution Date (which deficiency
on any Distribution Date shall not exceed the Class B Monthly Interest for the Series 2026-4 Interest Period ended on the day preceding
such Distribution Date), together with the aggregate unpaid amount of any such deficiencies with respect to all
prior Distribution Dates, shall be referred to as the “ Class B Shortfall ”. Interest shall accrue on the Class B Shortfall
at the Class B Note Rate.

 36

 (iii)
 If the amounts described in Section 2.3 are insufficient to pay the amounts described in clauses (i) through (iv) of Section 2.3(a)
and the Class C Monthly Interest on any Distribution Date, payments of interest to the Class C Noteholders will be reduced on a pro
rata basis by the amount of such deficiency. The aggregate amount, if any, of such deficiency on any Distribution Date (which deficiency
on any Distribution Date shall not exceed the Class C Monthly Interest for the Series 2026-4 Interest Period ended on the day preceding
such Distribution Date), together with the aggregate unpaid amount of any such deficiencies with respect to all prior Distribution Dates,
shall be referred to as the “ Class C Shortfall ”. Interest shall accrue on the Class C Shortfall at the Class C Note
Rate.

 (iv)
 If the amounts described in Section 2.3 are insufficient to pay the amounts described in clauses (i) through (vi) of Section 2.3(a)
and the Class D Monthly Interest on any Distribution Date, payments of interest to the Class D Noteholders will be reduced on a pro
rata basis by the amount of such deficiency. The aggregate amount, if any, of such deficiency on any Distribution Date (which deficiency
on any Distribution Date shall not exceed the Class D Monthly Interest for the Series 2026-4 Interest Period ended on the day preceding
such Distribution Date), together with the aggregate unpaid amount of any such deficiencies with respect to all prior Distribution Dates,
shall be referred to as the “ Class D Shortfall ”. Interest shall accrue on the Class D Shortfall at the Class D Note
Rate.

 (v)
 If the amounts described in Section 2.3 are insufficient to pay the amounts described in clauses (i) through (viii) of Section
2.3(a) and the Class R Monthly Interest on any Distribution Date, payments of interest to the Class R Noteholders will be reduced on a
 pro rata basis by the amount of such deficiency. The aggregate amount, if any, of such deficiency on any Distribution Date (which
deficiency on any Distribution Date shall not exceed the Class R Monthly Interest for the Series 2026-4 Interest Period ended on the day
preceding such Distribution Date), together with the aggregate unpaid amount of any such deficiencies with respect to all prior Distribution
Dates, shall be referred to as the “ Class R Shortfall ”. Interest shall accrue on the Class R Shortfall at the Class
R Note Rate.

 Section 2.4.
 Payment of Note Interest . (a) On each Distribution Date, subjec…