Common use of RIGHT TO WAIVE PURCHASE RESTRICTIONS Clause in Contracts

RIGHT TO WAIVE PURCHASE RESTRICTIONS. Notwithstanding any provision to the contrary in the Indenture or the Related Documents, upon the Trustee’s receipt of notice from any Lessee, any Borrower or ABRCF that the Lessees, the Borrowers and ABRCF have determined to increase any Series 2015-3 Maximum Amount or the percentage set forth in clause (y) of any of paragraphs (ii), (iii), (iv), (v), (vi) or (vii) of the definition of Series 2015-3 Incremental Enhancement Amount, (such notice, a “Waiver Request”), each Series 2015-3 Noteholder may, at its option, waive any Series 2015-3 Maximum Amount or any increase in the Series 2015-3 Required Enhancement Amount based upon clause (y) of any of paragraphs (i) through (xiii) of the definition of the Series 2015-3 Incremental Enhancement Amount (collectively, a “Waivable Amount”) if (i) no Amortization Event exists, (ii) the Requisite Noteholders consent to such waiver and (iii) 60 days’ prior written notice of such proposed waiver is provided to the Rating Agencies, Standard & Poor’s and ▇▇▇▇▇’▇ by the Trustee. Upon receipt by the Trustee of a Waiver Request (a copy of which the Trustee shall promptly provide to the Rating Agencies), all amounts which would otherwise be allocated to the Series 2015-3 Excess Collection Account (collectively, the “Designated Amounts”) from the date the Trustee receives a Waiver Request through the Consent Period Expiration Date will be held by the Trustee in the Series 2015-3 Collection Account for ratable distribution as described below. Within ten (10) Business Days after the Trustee receives a Waiver Request, the Trustee shall furnish notice thereof to the Administrative Agent, which notice shall be accompanied by a form of consent (each a “Consent”) in the form of Exhibit C hereto by which the Series 2015-3 Noteholders may, on or before the Consent Period Expiration Date, consent to waiver of the applicable Waivable Amount. Upon receipt of notice of a Waiver Request, the Administrative Agent shall forward a copy of such request together with the Consent to each Non-Conduit Purchaser and Funding Agent with respect to its Related Purchaser Group. If the Trustee receives the Consents from the Requisite Noteholders agreeing to waiver of the applicable Waivable Amount within forty-five (45) days after the Trustee notifies the Administrative Agent of a Waiver Request (the day on which such forty-five (45) day period expires, the “Consent Period Expiration Date”), (i) the applicable Waivable Amount shall be deemed waived by the consenting Series 2015-3 Noteholders, (ii) the Trustee will distribute the Designated Amounts as set forth below and (iii) the Trustee shall promptly (but in any event within two days) provide the Rating Agencies, Standard & Poor’s and ▇▇▇▇▇’▇ with notice of such waiver. Any Purchaser Group from whom the Trustee has not received a Consent on or before the Consent Period Expiration Date will be deemed not to have consented to such waiver. If the Trustee receives Consents from the Requisite Noteholders on or before the Consent Period Expiration Date, then on the immediately following Distribution Date, upon receipt of written direction from the Administrator the Trustee will pay the Designated Amounts to the Administrative Agent for the accounts of the non-consenting Purchaser Groups. Upon the receipt of funds from the Trustee pursuant to this Article V, the Administrative Agent shall pay the Designated Amounts as follows: (i) to each Non-Conduit Purchaser or Funding Agent with respect to a non-consenting Purchaser Group, such Purchaser Group’s pro rata share based on the Purchaser Group Invested Amount with respect to such Purchaser Group relative to the Purchaser Group Invested Amount with respect to all non-consenting Purchaser Groups of the Designated Amounts up to the amount required to reduce to zero the Purchaser Group Invested Amounts with respect to all non-consenting Purchaser Groups; and (ii) any remaining Designated Amounts to the Series 2015-3 Excess Collection Account. If the amount distributed pursuant to clause (i) of the preceding paragraph is not sufficient to reduce the Purchaser Group Invested Amount with respect to each non-consenting Purchaser Group to zero on the date specified therein, then on each day following such Distribution Date, the Administrator will allocate to the Series 2015-3 Collection Account on a daily basis all Designated Amounts collected on such day. On each following Distribution Date, the Trustee will withdraw such Designated Amounts from the Series 2015-3 Collection Account and deposit the same in the Series 2015-3 Distribution Account for distribution to the Administrative Agent for the accounts of the non-consenting Purchaser Groups. Upon the receipt of funds from the Trustee pursuant to this Article V, the Administrative Agent shall pay the Designated Amounts as follows: (a) to each Non-Conduit Purchaser or Funding Agent with respect to a non-consenting Purchaser Group, such Purchaser Group’s pro rata share based on the Purchaser Group Invested Amount with respect to such Purchaser Group relative to the Purchaser Group Invested Amount with respect to all non-consenting Purchaser Groups of the Designated Amounts in the Series 2015-3 Collection Account as of the applicable Determination Date up to the amount required to reduce to zero the Purchaser Group Invested Amounts with respect to all non-consenting Purchaser Groups; and (b) any remaining Designated Amounts to the Series 2015-3

RIGHT TO WAIVE PURCHASE RESTRICTIONS. Notwithstanding any provision to the contrary in the Indenture or the Related Documents, upon the Trustee’s receipt of notice from any Lessee, any Borrower or ABRCF CRCF that the Lessees, the Borrowers and ABRCF CRCF have determined to increase any Series 20152006-3 2 Maximum Amount or the percentage set forth in clause (y) of any of paragraphs (ii), (iii), (iv), (v), (vi) or (vii) of the definition of Series 2015-3 Incremental Enhancement Amount, (such notice, a “Waiver Request”)) which Waiver Request shall include written direction to the Trustee to ensure that the conditions of this Article V have been complied with, each Series 20152006-3 2 Noteholder may, at its option, waive any Series 20152006-3 2 Maximum Amount or any increase in the Series 2015-3 Required Enhancement Amount based upon clause (y) of any of paragraphs (i) through (xiii) of the definition of the Series 2015-3 Incremental Enhancement Amount (collectively, a “Waivable Amount”) if (i) no Amortization Event exists, (ii) the Requisite Noteholders and the Surety Provider consent in writing to such waiver and (iii) 60 days’ prior written notice of such proposed waiver is provided to the Rating Agencies, Standard & Poor’s and ▇▇▇▇▇’▇ Agencies by the Trustee. Upon receipt by the Trustee of a Waiver Request (a copy of which the Trustee shall promptly provide to the Rating Agencies), all amounts which would otherwise be allocated to the Series 20152006-3 2 Excess Collection Account (collectively, the “Designated Amounts”) from the date the Trustee receives a Waiver Request through the Consent Period Expiration Date will be held by the Trustee in the Series 20152006-3 2 Collection Account for ratable distribution as described below. Within ten (10) Business Days after the Trustee receives a Waiver Request, the Trustee shall furnish written notice thereof to the Administrative AgentAgent and the Surety Provider, which notice shall be accompanied by a form of consent (each a “Consent”) in the form of Exhibit C hereto by which the Series 20152006-3 2 Noteholders and the Surety Provider may, on or before the Consent Period Expiration Date, consent to waiver of the applicable Waivable Amount. Upon receipt of notice of a Waiver Request, the Administrative Agent shall forward a copy of such request together with the Consent to each Non-Conduit Purchaser and the Funding Agent with respect to its Related each Purchaser Group. If the Trustee receives the written consent of the Surety Provider and Consents from the Requisite Noteholders agreeing to waiver of the applicable Waivable Amount within forty-five (45) 45 days after the Trustee notifies the Administrative Agent of a Waiver Request (the day on which such forty45-five (45) day period expires, the “Consent Period Expiration Date”), (i) the applicable Waivable Amount shall be deemed waived by the consenting Series 20152006-3 2 Noteholders, (ii) the Trustee will distribute the Designated Amounts as set forth below and (iii) the Trustee shall promptly (but in any event within two days(2) Business Days) provide the Rating Agencies, Standard & Poor’s and ▇▇▇▇▇’▇ Agency with notice of such waiver. Any Purchaser Group from whom the Trustee has not received a Consent on or before the Consent Period Expiration Date will be deemed not to have consented to such waiver. If the Trustee receives Consents from the Surety Provider and the Requisite Noteholders on or before the Consent Period Expiration Date, then on the immediately following Distribution Date, upon receipt of written direction from the Administrator the Trustee will pay the Designated Amounts to the Administrative Agent for the accounts of the non-consenting Purchaser Groups. Upon the receipt of funds from the Trustee pursuant to this Article V, the Administrative Agent shall pay the Designated Amounts as follows: (i) to each Non-Conduit Purchaser or Funding Agent with respect to a non-consenting Purchaser Group, such Purchaser Group’s pro rata share based on the Purchaser Group Invested Amount with respect to such Purchaser Group relative to the Purchaser Group Invested Amount with respect to all non-consenting Purchaser Groups of the Designated Amounts up to the amount required to reduce to zero the Purchaser Group Invested Amounts with respect to all non-consenting Purchaser Groups; and (ii) any remaining Designated Amounts to the Series 20152006-3 2 Excess Collection Account. If the amount distributed pursuant to clause (i) of the preceding paragraph is not sufficient to reduce the Purchaser Group Invested Amount with respect to each non-consenting Purchaser Group to zero on the date specified therein, then on each day following such Distribution Date, the Administrator will allocate to the Series 20152006-3 2 Collection Account on a daily basis all Designated Amounts collected on such day. On each following Distribution Date, the Trustee will withdraw such Designated Amounts from the Series 20152006-3 2 Collection Account and deposit the same in the Series 20152006-3 2 Distribution Account for distribution to the Administrative Agent for the accounts of the non-consenting Purchaser Groups. Upon the receipt of funds from the Trustee pursuant to this Article V, the Administrative Agent shall pay the Designated Amounts as follows: (a) to each Non-Conduit Purchaser or Funding Agent with respect to a non-consenting Purchaser Group, such Purchaser Group’s pro rata share based on the Purchaser Group Invested Amount with respect to such Purchaser Group relative to the Purchaser Group Invested Amount with respect to all non-consenting Purchaser Groups of the Designated Amounts in the Series 20152006-3 2 Collection Account as of the applicable Determination Date up to the amount required to reduce to zero the Purchaser Group Invested Amounts with respect to all non-consenting Purchaser Groups; and (b) any remaining Designated Amounts to the Series 20152006-32 Excess Collection Account. If the Requisite Noteholders or the Surety Provider do not timely consent to such waiver, the Designated Amounts will be re-allocated to the Series 2006-2 Excess Collection Account for allocation and distribution in accordance with the terms of the Indenture and the Related Documents. In the event that the Series 2006-2 Rapid Amortization Period shall commence after receipt by the Trustee of a Waiver Request, all such Designated Amounts will thereafter be considered Principal Collections allocated to the Series 2006-2 Noteholders.

RIGHT TO WAIVE PURCHASE RESTRICTIONS. Notwithstanding any provision to the contrary in the Indenture or the Related Documents, upon the Trustee’s receipt of notice from any Lessee, any Borrower or ABRCF AFC-II (i) to the effect that a Manufacturer Program is no longer an Eligible Manufacturer Program and that, as a result, the Series 2003-3 Maximum Non-Program Vehicle Amount is or will be exceeded or (ii) that the Lessees, the Borrowers and ABRCF AFC-II have determined to increase any Series 20152003-3 Maximum Amount or the percentage set forth in clause (y) of any of paragraphs (ii), (iii), (iv), (v), (vi) or (vii) of the definition of Series 2015-3 Incremental Enhancement Amount, (such notice, a “Waiver Request”), each Series 20152003-3 Noteholder may, at its option, waive any the Series 20152003-3 Maximum Non-Program Vehicle Amount or any increase in the other Series 20152003-3 Required Enhancement Amount based upon clause (y) of any of paragraphs (i) through (xiii) of the definition of the Series 2015-3 Incremental Enhancement Maximum Amount (collectively, a “Waivable Amount”) if (i) no Amortization Event exists, (ii) the Requisite Noteholders and the Surety Provider consent to such waiver and (iii) 60 days’ prior written notice of such proposed waiver is provided to the Rating Agencies, Standard & Poor’s and ▇▇▇▇▇’▇ Agencies by the Trustee. Upon receipt by the Trustee of a Waiver Request (a copy of which the Trustee shall promptly provide to the Rating Agencies), all amounts which would otherwise be allocated to the Series 20152003-3 Excess Collection Account (collectively, the “Designated Amounts”) from the date the Trustee receives a Waiver Request through the Consent Period Expiration Date will be held by the Trustee in the Series 20152003-3 Collection Account for ratable distribution as described below. Within ten (10) Business Days after the Trustee receives a Waiver Request, the Trustee shall furnish notice thereof to the Administrative AgentSeries 2003-3 Noteholders and the Surety Provider, which notice shall be accompanied by a form of consent (each a “Consent”) in the form of Exhibit C B hereto by which the Series 20152003-3 Noteholders may, on or before the Consent Period Expiration Date, consent to waiver of the applicable Waivable Amount. Upon receipt of notice of a Waiver Request, the Administrative Agent shall forward a copy of such request together with the Consent to each Non-Conduit Purchaser and Funding Agent with respect to its Related Purchaser Group. If the Trustee receives the consent of the Surety Provider and Consents from the Requisite Noteholders agreeing to waiver of the applicable Waivable Amount within forty-five (45) days after the Trustee notifies the Administrative Agent Series 2003-3 Noteholders of a Waiver Request (the day on which such forty-five (45) day period expires, the “Consent Period Expiration Date”), (i) the applicable Waivable Amount shall be deemed waived by the consenting Series 20152003-3 Noteholders, (ii) the Trustee will distribute the Designated Amounts as set forth below and (iii) the Trustee shall promptly (but in any event within two days) provide the Rating Agencies, Standard & Poor’s and ▇▇▇▇▇’▇ Agency with notice of such waiver. Any Purchaser Group Series 2003-3 Noteholder from whom the Trustee has not received a Consent on or before the Consent Period Expiration Date will be deemed not to have consented to such waiver. If the Trustee receives Consents from the Requisite Noteholders on or before the Consent Period Expiration Date, then on the immediately following Distribution Date, upon receipt of written direction from the Administrator the Trustee will pay the Designated Amounts to the Administrative Agent for the accounts of the non-consenting Purchaser Groups. Upon the receipt of funds from the Trustee pursuant to this Article V, the Administrative Agent shall pay the Designated Amounts as follows: (i) to each Non-Conduit Purchaser or Funding Agent with respect to a the non-consenting Purchaser GroupSeries 2003-3 Noteholders, such Purchaser Group’s if any, pro rata share based on the Purchaser Group Invested Amount with respect to such Purchaser Group relative to the Purchaser Group Invested Amount with respect to all non-consenting Purchaser Groups of the Designated Amounts up to the amount required to reduce to zero the Purchaser Group Invested Amounts with respect to pay all Series 2003-3 Notes held by such non-consenting Purchaser GroupsSeries 2003-3 Noteholders in full; and (ii) any remaining Designated Amounts to the Series 20152003-3 Excess Collection Account. If the amount distributed paid pursuant to clause (i) of the preceding paragraph is not sufficient to reduce the Purchaser Group Invested Amount with respect to each non-consenting Purchaser Group to zero paid in full on the date specified therein, then on each day following such Distribution Date, the Administrator will allocate to the Series 20152003-3 Collection Account on a daily basis all Designated Amounts collected on such day. On each following Distribution Date, the Trustee will withdraw a portion of such Designated Amounts from the Series 20152003-3 Collection Account and deposit the same in the Series 20152003-3 Distribution Account for distribution to the Administrative Agent for the accounts of the non-consenting Purchaser Groups. Upon the receipt of funds from the Trustee pursuant to this Article V, the Administrative Agent shall pay the Designated Amounts as follows: (a) to each Non-Conduit Purchaser or Funding Agent with respect to a the non-consenting Purchaser GroupSeries 2003-3 Noteholders, such Purchaser Group’s if any, pro rata share based on the Purchaser Group Invested Amount with respect an amount equal to such Purchaser Group relative to the Purchaser Group Invested Amount with respect to all non-consenting Purchaser Groups of the Designated Amounts in the Series 20152003-3 Collection Account as of the applicable Determination Date up to the amount required to reduce to zero aggregate outstanding principal balance of the Purchaser Group Invested Amounts with respect to all Series 2003-3 Notes held by the non-consenting Purchaser GroupsSeries 2003-3 Noteholders; and (b) any remaining Designated Amounts to the Series 20152003-3

RIGHT TO WAIVE PURCHASE RESTRICTIONS. Notwithstanding any provision to the contrary in the Indenture or the Related Documents, upon the Trustee’s 's receipt of notice from any Lessee, any Borrower or ABRCF AFC-II (i) to the effect that a Manufacturer Program is no longer an Eligible Manufacturer Program and that, as a result, either the Series 2002-4 Maximum Non-Program Vehicle Amount is or will be exceeded or (ii) that the Lessees, the Borrowers and ABRCF AFC-II have determined to increase any Series 20152002-3 4 Maximum Amount or the percentage set forth in clause (y) of any of paragraphs (ii), (iii), (iv), (v), (vi) or (vii) of the definition of Series 2015-3 Incremental Enhancement Amount, (such notice, a “Waiver Request”"WAIVER REQUEST"), each Series 20152002-3 4 Noteholder may, at its option, waive any Series 2015-3 Maximum Amount or any increase in the Series 20152002-3 Required Enhancement Amount based upon clause (y) of 4 Maximum Non-Program Vehicle Amount, any of paragraphs (i) through (xiii) of the definition of the other Series 20152002-3 Incremental Enhancement 4 Maximum Amount (collectively, a “Waivable Amount”"WAIVABLE AMOUNT") if (i) no Amortization Event exists, (ii) the Requisite Noteholders consent to such waiver and (iii) 60 days’ ' prior written notice of such proposed waiver is provided to the Rating Agencies, Standard & Poor’s and ▇▇▇▇▇’▇ Agencies by the Trustee. Upon receipt by the Trustee of a Waiver Request (a copy of which the Trustee shall promptly provide to the Rating Agencies), all amounts which would otherwise be allocated to the Series 20152002-3 4 Excess Collection Account (collectively, the “Designated Amounts”"DESIGNATED AMOUNTS") from the date the Trustee receives a Waiver Request through the Consent Period Expiration Date will be held by the Trustee in the Series 20152002-3 4 Collection Account for ratable distribution as described below. Within ten (10) Business Days after the Trustee receives a Waiver Request, the Trustee shall furnish notice thereof to the Administrative Agent, which notice shall be accompanied by a form of consent (each a “Consent”"CONSENT") in the form of Exhibit EXHIBIT C hereto by which the Series 20152002-3 4 Noteholders may, on or before the Consent Period Expiration Date, consent to waiver of the applicable Waivable Amount. Upon receipt of notice of a Waiver Request, the Administrative Agent shall forward a copy of such request together with the Consent to each Non-Conduit Purchaser and the Funding Agent with respect to its Related each Purchaser Group. If the Trustee receives the Consents from the Requisite Noteholders agreeing to waiver of the applicable Waivable Amount within forty-five (45) days after the Trustee notifies the Administrative Agent of a Waiver Request (the day on which such forty-five (45) day period expires, the “Consent Period Expiration Date”"CONSENT PERIOD EXPIRATION DATE"), (i) the applicable Waivable Amount shall be deemed waived by the consenting Series 20152002-3 4 Noteholders, (ii) the Trustee will distribute the Designated Amounts as set forth below and (iii) the Trustee shall promptly (but in any event within two days) provide the Rating Agencies, Standard & Poor’s and ▇▇▇▇▇’▇ Agency with notice of such waiver. Any Purchaser Group from whom the Trustee has not received a Consent on or before the Consent Period Expiration Date will be deemed not to have consented to such waiver. If the Trustee receives Consents from the Requisite Noteholders on or before the Consent Period Expiration Date, then on the immediately following Distribution Date, upon receipt of written direction from the Administrator the Trustee will pay the Designated Amounts to the Administrative Agent for the accounts of the non-consenting Purchaser Groups. Upon the -56- receipt of funds from the Trustee pursuant to this Article V, the Administrative Agent shall pay the Designated Amounts as follows: (i) to each Non-Conduit Purchaser or Funding Agent with respect to a non-consenting Purchaser Group, such Purchaser Group’s pro rata 's PRO RATA share based on the Purchaser Group Invested Amount with respect to such Purchaser Group relative to the Purchaser Group Invested Amount with respect to all non-consenting Purchaser Groups of the Designated Amounts up to the amount required to reduce to zero the Purchaser Group Invested Amounts with respect to all non-consenting Purchaser Groups; and (ii) any remaining Designated Amounts to the Series 20152002-3 4 Excess Collection Account. If the amount distributed pursuant to clause (i) of the preceding paragraph is not sufficient to reduce the Purchaser Group Invested Amount with respect to each non-consenting Purchaser Group to zero on the date specified therein, then on each day following such Distribution Date, the Administrator will allocate to the Series 20152002-3 4 Collection Account on a daily basis all Designated Amounts collected on such day. On each following Distribution Date, the Trustee will withdraw such Designated Amounts from the Series 20152002-3 4 Collection Account and deposit the same in the Series 20152002-3 4 Distribution Account for distribution to the Administrative Agent for the accounts of the non-consenting Purchaser Groups. Upon the receipt of funds from the Trustee pursuant to this Article V, the Administrative Agent shall pay the Designated Amounts as follows: (a) to each Non-Conduit Purchaser or Funding Agent with respect to a non-consenting Purchaser Group, such Purchaser Group’s pro rata 's PRO RATA share based on the Purchaser Group Invested Amount with respect to such Purchaser Group relative to the Purchaser Group Invested Amount with respect to all non-consenting Purchaser Groups of the Designated Amounts in the Series 20152002-3 4 Collection Account as of the applicable Determination Date up to the amount required to reduce to zero the Purchaser Group Invested Amounts with respect to all non-consenting Purchaser Groups; and (b) any remaining Designated Amounts to the Series 20152002-34

RIGHT TO WAIVE PURCHASE RESTRICTIONS. Notwithstanding any provision to the contrary in the Indenture or the Related Documents, upon the Trustee’s 's receipt of notice from any Lessee, any Borrower or ABRCF AFC-II (i) to the effect that a Manufacturer Program is no longer an Eligible Manufacturer Program and that, as a result, the Series 2003-3 Maximum Non-Program Vehicle Amount is or will be exceeded or (ii) that the Lessees, the Borrowers and ABRCF AFC-II have determined to increase any Series 20152003-3 Maximum Amount or the percentage set forth in clause (y) of any of paragraphs (ii), (iii), (iv), (v), (vi) or (vii) of the definition of Series 2015-3 Incremental Enhancement Amount, (such notice, a “Waiver Request”"WAIVER REQUEST"), each Series 20152003-3 Noteholder may, at its option, waive any the Series 20152003-3 Maximum Non-Program Vehicle Amount or any increase in the other Series 20152003-3 Required Enhancement Amount based upon clause (y) of any of paragraphs (i) through (xiii) of the definition of the Series 2015-3 Incremental Enhancement Maximum Amount (collectively, a “Waivable Amount”"WAIVABLE AMOUNT") if (i) no Amortization Event exists, (ii) the Requisite Noteholders and the Surety Provider consent to such waiver and (iii) 60 days’ ' prior written notice of such proposed waiver is provided to the Rating Agencies, Standard & Poor’s and ▇▇▇▇▇’▇ Agencies by the Trustee. Upon receipt by the Trustee of a Waiver Request (a copy of which the Trustee shall promptly provide to the Rating Agencies), all amounts which would otherwise be allocated to the Series 20152003-3 Excess Collection Account (collectively, the “Designated Amounts”"DESIGNATED AMOUNTS") from the date the Trustee receives a Waiver Request through the Consent Period Expiration Date will be held by the Trustee in the Series 20152003-3 Collection Account for ratable distribution as described below. Within ten (10) Business Days after the Trustee receives a Waiver Request, the Trustee shall furnish notice thereof to the Administrative AgentSeries 2003-3 Noteholders and the Surety Provider, which notice shall be accompanied by a form of consent (each a “Consent”"CONSENT") in the form of Exhibit C EXHIBIT B hereto by which the Series 20152003-3 Noteholders may, on or before the Consent Period Expiration Date, consent to waiver of the applicable Waivable Amount. Upon receipt of notice of a Waiver Request, the Administrative Agent shall forward a copy of such request together with the Consent to each Non-Conduit Purchaser and Funding Agent with respect to its Related Purchaser Group. If the Trustee receives the consent of the Surety Provider and Consents from the Requisite Noteholders agreeing to waiver of the applicable Waivable Amount within forty-five (45) days after the Trustee notifies the Administrative Agent Series 2003-3 Noteholders of a Waiver Request (the day on which such forty-five (45) day period expires, the “Consent Period Expiration Date”"CONSENT PERIOD EXPIRATION DATE"), (i) the applicable Waivable Amount shall be deemed waived by the consenting Series 20152003-3 Noteholders, (ii) the Trustee will distribute the Designated Amounts as set forth below and (iii) the Trustee shall promptly (but in any event within two days) provide the Rating Agencies, Standard & Poor’s and ▇▇▇▇▇’▇ Agency with notice of such waiver. Any Purchaser Group Series 2003-3 Noteholder from whom the Trustee has not received a Consent on or before the Consent Period Expiration Date will be deemed not to have consented to such waiver. CONFORMED COPY If the Trustee receives Consents from the Requisite Noteholders on or before the Consent Period Expiration Date, then on the immediately following Distribution Date, upon receipt of written direction from the Administrator the Trustee will pay the Designated Amounts to the Administrative Agent for the accounts of the non-consenting Purchaser Groups. Upon the receipt of funds from the Trustee pursuant to this Article V, the Administrative Agent shall pay the Designated Amounts as follows: (i) to each Non-Conduit Purchaser or Funding Agent with respect to a the non-consenting Purchaser GroupSeries 2003-3 Noteholders, such Purchaser Group’s pro rata share based on the Purchaser Group Invested Amount with respect to such Purchaser Group relative to the Purchaser Group Invested Amount with respect to all non-consenting Purchaser Groups of the Designated Amounts if any, PRO RATA up to the amount required to reduce to zero the Purchaser Group Invested Amounts with respect to pay all Series 2003-3 Notes held by such non-consenting Purchaser GroupsSeries 2003-3 Noteholders in full; and (ii) any remaining Designated Amounts to the Series 20152003-3 Excess Collection Account. If the amount distributed paid pursuant to clause (i) of the preceding paragraph is not sufficient to reduce the Purchaser Group Invested Amount with respect to each non-consenting Purchaser Group to zero paid in full on the date specified therein, then on each day following such Distribution Date, the Administrator will allocate to the Series 20152003-3 Collection Account on a daily basis all Designated Amounts collected on such day. On each following Distribution Date, the Trustee will withdraw a portion of such Designated Amounts from the Series 20152003-3 Collection Account and deposit the same in the Series 20152003-3 Distribution Account for distribution to the Administrative Agent for the accounts of the non-consenting Purchaser Groups. Upon the receipt of funds from the Trustee pursuant to this Article V, the Administrative Agent shall pay the Designated Amounts as follows: (a) to each Non-Conduit Purchaser or Funding Agent with respect to a the non-consenting Purchaser GroupSeries 2003-3 Noteholders, such Purchaser Group’s pro rata share based on the Purchaser Group Invested Amount with respect if any, PRO RATA an amount equal to such Purchaser Group relative to the Purchaser Group Invested Amount with respect to all non-consenting Purchaser Groups of the Designated Amounts in the Series 20152003-3 Collection Account as of the applicable Determination Date up to the amount required to reduce to zero aggregate outstanding principal balance of the Purchaser Group Invested Amounts with respect to all Series 2003-3 Notes held by the non-consenting Purchaser GroupsSeries 2003-3 Noteholders; and (b) any remaining Designated Amounts to the Series 20152003-3

RIGHT TO WAIVE PURCHASE RESTRICTIONS. Notwithstanding any provision to the contrary in the Indenture or the Related Documents, upon the Trustee’s 's receipt of notice from any Lessee, any Borrower or ABRCF AFC-II (i) to the effect that a Manufacturer Program is no longer an Eligible Manufacturer Program and that, as a result, the Series 2003-4 Maximum Non-Program Vehicle Amount is or will be exceeded or (ii) that the Lessees, the Borrowers and ABRCF AFC-II have determined to increase any Series 20152003-3 4 Maximum Amount or the percentage set forth in clause (y) of any of paragraphs (ii), (iii), (iv), (v), (vi) or (vii) of the definition of Series 2015-3 Incremental Enhancement Amount, (such notice, a “Waiver Request”"WAIVER REQUEST"), each Series 20152003-3 4 Noteholder may, at its option, waive any the Series 20152003-3 4 Maximum Non-Program Vehicle Amount or any increase in the other Series 20152003-3 Required Enhancement Amount based upon clause (y) of any of paragraphs (i) through (xiii) of the definition of the Series 2015-3 Incremental Enhancement 4 Maximum Amount (collectively, a “Waivable Amount”"WAIVABLE AMOUNT") if (i) no Amortization Event exists, (ii) the Requisite Noteholders and the Surety Provider consent to such waiver and (iii) 60 days’ ' prior written notice of such proposed waiver is provided to the Rating Agencies, Standard & Poor’s and ▇▇▇▇▇’▇ Agencies by the Trustee. Upon receipt by the Trustee of a Waiver Request (a copy of which the Trustee shall promptly provide to the Rating Agencies), all amounts which would otherwise be allocated to the Series 20152003-3 4 Excess Collection Account (collectively, the “Designated Amounts”"DESIGNATED AMOUNTS") from the date the Trustee receives a Waiver Request through the Consent Period Expiration Date will be held by the Trustee in the Series 20152003-3 4 Collection Account for ratable distribution as described below. Within ten (10) Business Days after the Trustee receives a Waiver Request, the Trustee shall furnish notice thereof to the Administrative AgentSeries 2003-4 Noteholders and the Surety Provider, CONFORMED COPY which notice shall be accompanied by a form of consent (each a “Consent”"CONSENT") in the form of Exhibit C EXHIBIT B hereto by which the Series 20152003-3 4 Noteholders may, on or before the Consent Period Expiration Date, consent to waiver of the applicable Waivable Amount. Upon receipt of notice of a Waiver Request, the Administrative Agent shall forward a copy of such request together with the Consent to each Non-Conduit Purchaser and Funding Agent with respect to its Related Purchaser Group. If the Trustee receives the consent of the Surety Provider and Consents from the Requisite Noteholders agreeing to waiver of the applicable Waivable Amount within forty-five (45) days after the Trustee notifies the Administrative Agent Series 2003-4 Noteholders of a Waiver Request (the day on which such forty-five (45) day period expires, the “Consent Period Expiration Date”"CONSENT PERIOD EXPIRATION DATE"), (i) the applicable Waivable Amount shall be deemed waived by the consenting Series 20152003-3 4 Noteholders, (ii) the Trustee will distribute the Designated Amounts as set forth below and (iii) the Trustee shall promptly (but in any event within two days) provide the Rating Agencies, Standard & Poor’s and ▇▇▇▇▇’▇ Agency with notice of such waiver. Any Purchaser Group Series 2003-4 Noteholder from whom the Trustee has not received a Consent on or before the Consent Period Expiration Date will be deemed not to have consented to such waiver. If the Trustee receives Consents from the Requisite Noteholders on or before the Consent Period Expiration Date, then on the immediately following Distribution Date, upon receipt of written direction from the Administrator the Trustee will pay the Designated Amounts to the Administrative Agent for the accounts of the non-consenting Purchaser Groups. Upon the receipt of funds from the Trustee pursuant to this Article V, the Administrative Agent shall pay the Designated Amounts as follows: (i) to each Non-Conduit Purchaser or Funding Agent with respect to a the non-consenting Purchaser GroupSeries 2003-4 Noteholders, such Purchaser Group’s pro rata share based on the Purchaser Group Invested Amount with respect to such Purchaser Group relative to the Purchaser Group Invested Amount with respect to all non-consenting Purchaser Groups of the Designated Amounts if any, PRO RATA up to the amount required to reduce to zero the Purchaser Group Invested Amounts with respect to pay all Series 2003-4 Notes held by such non-consenting Purchaser GroupsSeries 2003-4 Noteholders in full; and (ii) any remaining Designated Amounts to the Series 20152003-3 4 Excess Collection Account. If the amount distributed paid pursuant to clause (i) of the preceding paragraph is not sufficient to reduce the Purchaser Group Invested Amount with respect to each non-consenting Purchaser Group to zero paid in full on the date specified therein, then on each day following such Distribution Date, the Administrator will allocate to the Series 20152003-3 4 Collection Account on a daily basis all Designated Amounts collected on such day. On each following Distribution Date, the Trustee will withdraw a portion of such Designated Amounts from the Series 20152003-3 4 Collection Account and deposit the same in the Series 20152003-3 4 Distribution Account for distribution to the Administrative Agent for the accounts of the non-consenting Purchaser Groups. Upon the receipt of funds from the Trustee pursuant to this Article V, the Administrative Agent shall pay the Designated Amounts as follows: (a) to each Non-Conduit Purchaser or Funding Agent with respect to a the non-consenting Purchaser GroupSeries 2003-4 Noteholders, such Purchaser Group’s pro rata share based on the Purchaser Group Invested Amount with respect if any, PRO RATA an amount equal to such Purchaser Group relative to the Purchaser Group Invested Amount with respect to all non-consenting Purchaser Groups of the Designated Amounts in the Series 20152003-3 4 Collection Account as of the applicable Determination Date up to the amount required to reduce to zero aggregate outstanding principal balance of the Purchaser Group Invested Amounts with respect to all Series 2003-4 Notes held by the non-consenting Purchaser GroupsSeries 2003-4 Noteholders; and (b) any remaining Designated Amounts to the Series 20152003-34

RIGHT TO WAIVE PURCHASE RESTRICTIONS. Notwithstanding any provision to the contrary in the Indenture or the Related Documents, upon the Trustee’s 's receipt of notice from any Lessee, any Borrower or ABRCF AFC-II (i) to the effect that a Manufacturer Program is no longer an Eligible Manufacturer Program and that, as a result, the Series 2002-1 Maximum Non-Program Vehicle Amount is or will be exceeded or (ii) that the Lessees, the Borrowers and ABRCF AFC-II have determined to increase any Series 20152002-3 1 Maximum Amount or the percentage set forth in clause (y) of any of paragraphs (ii), (iii), (iv), (v), (vi) or (vii) of the definition of Series 2015-3 Incremental Enhancement Amount, (such notice, a “"Waiver Request”"), each Series 20152002-3 1 Noteholder may, at its option, waive any the Series 20152002-3 1 Maximum Non-Program Vehicle Amount or any increase in the other Series 20152002-3 Required Enhancement 1 Maximum Amount based upon clause (y) of any of paragraphs (i) through (xiii) of the definition of the Series 2015-3 Incremental Enhancement Amount (collectively, a “Waivable Amount”) if (i) no Amortization Event exists, (ii) the Requisite Noteholders and the Surety Provider consent to such waiver and (iii) 60 days’ ' prior written notice of such proposed waiver is provided to the Rating Agencies, Standard & Poor’s and ▇▇▇▇▇’▇ Agencies by the Trustee. Upon receipt by the Trustee of a Waiver Request (a copy of which the Trustee shall promptly provide to the Rating Agencies), all amounts which would otherwise be allocated to the Series 20152002-3 1 Excess Collection Account (collectively, the “"Designated Amounts”") from the date the Trustee receives a Waiver Request through the Consent Period Expiration Date will be held by the Trustee in the Series 20152002-3 1 Collection Account for ratable distribution as described below. Within ten (10) Business Days after the Trustee receives a Waiver Request, the Trustee shall furnish notice thereof to the Administrative AgentSeries 2002-1 Noteholders and the Surety Provider, which notice shall be accompanied by a form of consent (each a “"Consent”") in the form of Exhibit C EXHIBIT B hereto by which the Series 20152002-3 1 Noteholders may, on or before the Consent Period Expiration Date, consent to waiver of the applicable Waivable Series 2002-1 Maximum Amount. Upon receipt of notice of a Waiver Request, the Administrative Agent shall forward a copy of such request together with the Consent to each Non-Conduit Purchaser and Funding Agent with respect to its Related Purchaser Group. If the Trustee receives the consent of the Surety Provider and Consents from the Requisite Noteholders agreeing to waiver of the applicable Waivable Series 2002-1 Maximum Amount within forty-five (45) days after the Trustee notifies the Administrative Agent Series 2002-1 Noteholders of a Waiver Request (the day on which such forty-five (45) day period expires, the “"Consent Period Expiration Date”"), (i) the applicable Waivable Series 2002-1 Maximum Amount shall be deemed waived by the consenting Series 20152002-3 1 Noteholders, (ii) the Trustee will distribute the Designated Amounts as set forth below and (iii) the Trustee shall promptly (but in any event within two days) provide the Rating Agencies, Standard & Poor’s and ▇▇▇▇▇’▇ Agency with notice of such waiver. Any Purchaser Group Series 2002-1 Noteholder from whom the Trustee has not received a Consent on or before the Consent Period Expiration Date will be deemed not to have consented to such waiver. If the Trustee receives Consents from the Requisite Noteholders on or before the Consent Period Expiration Date, then on the immediately following Distribution Date, upon receipt of written direction from the Administrator the Trustee will pay the Designated Amounts to the Administrative Agent for the accounts of the non-consenting Purchaser Groups. Upon the receipt of funds from the Trustee pursuant to this Article V, the Administrative Agent shall pay the Designated Amounts as follows: (i) to each Non-Conduit Purchaser or Funding Agent with respect to a the non-consenting Purchaser GroupSeries 2002-1 Noteholders, such Purchaser Group’s pro rata share based on the Purchaser Group Invested Amount with respect to such Purchaser Group relative to the Purchaser Group Invested Amount with respect to all non-consenting Purchaser Groups of the Designated Amounts if any, PRO RATA up to the amount required to reduce to zero the Purchaser Group Invested Amounts with respect to pay all Series 2002-1 Notes held by such non-consenting Purchaser GroupsSeries 2002-1 Noteholders in full; and (ii) any remaining Designated Amounts to the Series 20152002-3 Excess Collection Account. If the amount distributed pursuant to clause (i) of the preceding paragraph is not sufficient to reduce the Purchaser Group Invested Amount with respect to each non-consenting Purchaser Group to zero on the date specified therein, then on each day following such Distribution Date, the Administrator will allocate to the Series 2015-3 Collection Account on a daily basis all Designated Amounts collected on such day. On each following Distribution Date, the Trustee will withdraw such Designated Amounts from the Series 2015-3 Collection Account and deposit the same in the Series 2015-3 Distribution Account for distribution to the Administrative Agent for the accounts of the non-consenting Purchaser Groups. Upon the receipt of funds from the Trustee pursuant to this Article V, the Administrative Agent shall pay the Designated Amounts as follows: (a) to each Non-Conduit Purchaser or Funding Agent with respect to a non-consenting Purchaser Group, such Purchaser Group’s pro rata share based on the Purchaser Group Invested Amount with respect to such Purchaser Group relative to the Purchaser Group Invested Amount with respect to all non-consenting Purchaser Groups of the Designated Amounts in the Series 2015-3 Collection Account as of the applicable Determination Date up to the amount required to reduce to zero the Purchaser Group Invested Amounts with respect to all non-consenting Purchaser Groups; and (b) any remaining Designated Amounts to the Series 2015-31

RIGHT TO WAIVE PURCHASE RESTRICTIONS. Notwithstanding any provision to the contrary in the Indenture or the Related Documents, but subject in all respects to the Surety Provider’s rights under Section 6.11, upon the Trustee’s receipt of notice from any Lessee, any Borrower or ABRCF CRCF (i) to the effect that a Manufacturer Program is no longer an Eligible Manufacturer Program and that, as a result, the Series 2005-4 Maximum Non-Program Vehicle Amount is or will be exceeded or (ii) that the Lessees, the Borrowers and ABRCF CRCF have determined to increase any Series 20152005-3 4 Maximum Amount or the percentage set forth in clause (y) of any of paragraphs (ii), (iii), (iv), (v), (vi) or (vii) of the definition of Series 2015-3 Incremental Enhancement Amount, (such notice, a “Waiver Request”), each Series 20152005-3 4 Noteholder may, at its option, waive any the Series 20152005-3 4 Maximum Non-Program Vehicle Amount or any increase in the other Series 20152005-3 Required Enhancement Amount based upon clause (y) of any of paragraphs (i) through (xiii) of the definition of the Series 2015-3 Incremental Enhancement 4 Maximum Amount (collectively, a “Waivable Amount”) if (i) no Amortization Event exists, (ii) the Requisite Noteholders and the Surety Provider consent to such waiver and (iii) 60 days’ prior written notice of such proposed waiver is provided to the Rating Agencies, Standard & Poor’s and ▇▇▇▇▇’▇ Agencies by the Trustee. Upon receipt by the Trustee of a Waiver Request (a copy of which the Trustee shall promptly provide to the Rating Agencies), all amounts which would otherwise be allocated to the Series 20152005-3 4 Excess Collection Account (collectively, the “Designated Amounts”) from the date the Trustee receives a Waiver Request through the Consent Period Expiration Date will be held by the Trustee in the Series 20152005-3 4 Collection Account for ratable distribution as described below. Within ten (10) Business Days after the Trustee receives a Waiver Request, the Trustee shall furnish notice thereof to the Administrative AgentSeries 2005-4 Noteholders and the Surety Provider, which notice shall be accompanied by a form of consent (each a “Consent”) in the form of Exhibit C hereto B by which the Series 20152005-3 4 Noteholders may, on or before the Consent Period Expiration Date, consent to waiver of the applicable Waivable Amount. Upon receipt of notice of a Waiver Request, the Administrative Agent shall forward a copy of such request together with the Consent to each Non-Conduit Purchaser and Funding Agent with respect to its Related Purchaser Group. If the Trustee receives the consent of the Surety Provider and Consents from the Requisite Noteholders agreeing to waiver of the applicable Waivable Amount within forty-five (45) days after the Trustee notifies the Administrative Agent Series 2005-4 Noteholders of a Waiver Request (the day on which such forty-five (45) day period expires, the “Consent Period Expiration Date”), (i) the applicable Waivable Amount shall be deemed waived by the consenting Series 20152005-3 4 Noteholders, (ii) the Trustee will distribute the Designated Amounts as set forth below and (iii) the Trustee shall promptly (but in any event within two days) provide the Rating Agencies, Standard & Poor’s and ▇▇▇▇▇’▇ Agency with notice of such waiver. Any Purchaser Group Series 2005-4 Noteholder from whom the Trustee has not received a Consent on or before the Consent Period Expiration Date will be deemed not to have consented to such waiver. If the Trustee receives Consents from the Requisite Noteholders on or before the Consent Period Expiration Date, then on the immediately following Distribution Date, upon receipt of written direction from the Administrator the Trustee will pay the Designated Amounts to the Administrative Agent for the accounts of the non-consenting Purchaser Groups. Upon the receipt of funds from the Trustee pursuant to this Article V, the Administrative Agent shall pay the Designated Amounts as follows: (i) to each Non-Conduit Purchaser or Funding Agent with respect to a the non-consenting Purchaser GroupSeries 2005-4 Noteholders, such Purchaser Group’s if any, pro rata share based on the Purchaser Group Invested Amount with respect to such Purchaser Group relative to the Purchaser Group Invested Amount with respect to all non-consenting Purchaser Groups of the Designated Amounts up to the amount required to reduce to zero the Purchaser Group Invested Amounts with respect to pay all Series 2005-4 Notes held by such non-consenting Purchaser GroupsSeries 2005-4 Noteholders in full; and (ii) any remaining Designated Amounts to the Series 20152005-3 4 Excess Collection Account. If the amount distributed paid pursuant to clause (i) of the preceding paragraph is not sufficient to reduce the Purchaser Group Invested Amount with respect to each non-consenting Purchaser Group to zero paid in full on the date specified therein, then on each day following such Distribution Date, the Administrator will allocate to the Series 20152005-3 4 Collection Account on a daily basis all Designated Amounts collected on such day. On each following Distribution Date, the Trustee will withdraw a portion of such Designated Amounts from the Series 20152005-3 4 Collection Account and deposit the same in the Series 20152005-3 4 Distribution Account for distribution to the Administrative Agent for the accounts of the non-consenting Purchaser Groups. Upon the receipt of funds from the Trustee pursuant to this Article V, the Administrative Agent shall pay the Designated Amounts as follows: (a) to each Non-Conduit Purchaser or Funding Agent with respect to a the non-consenting Purchaser GroupSeries 2005-4 Noteholders, such Purchaser Group’s if any, pro rata share based on the Purchaser Group Invested Amount with respect an amount equal to such Purchaser Group relative to the Purchaser Group Invested Amount with respect to all non-consenting Purchaser Groups of the Designated Amounts in the Series 20152005-3 4 Collection Account as of the applicable Determination Date up to the amount required to reduce to zero aggregate outstanding principal balance of the Purchaser Group Invested Amounts with respect to all Series 2005-4 Notes held by the non-consenting Purchaser GroupsSeries 2005-4 Noteholders; and (b) any remaining Designated Amounts to the Series 20152005-34

RIGHT TO WAIVE PURCHASE RESTRICTIONS. Notwithstanding any provision to the contrary in the Indenture or the Related DocumentsDocu­ments, but subject in all respects to the Surety Provider’s rights under Section 6.11, upon the Trustee’s receipt of notice from any Lessee, any Borrower or ABRCF CRCF that the LesseesLes­sees, the Borrowers and ABRCF CRCF have determined to increase in­crease any Series 20152006-3 1 Maximum Amount or the percentage set forth in clause (y) of any of paragraphs (ii), (iii), (iv), (v), (vi) or (vii) of the definition of Series 2015-3 Incremental Enhancement Amount, (such notice, a “Waiver Request”), each Series 20152006-3 Noteholder 1 Note­holder may, at its option, waive any Series 20152006-3 1 Maximum Amount or any increase in the Series 2015-3 Required Enhancement Amount based upon clause (y) of any of paragraphs (i) through (xiii) of the definition of the Series 2015-3 Incremental Enhancement Amount (collectively, a “Waivable Amount”) if (i) no Amortization Event exists, (ii) the Requisite Noteholders and the Surety Provider consent to such waiver and (iii) 60 days’ prior written notice of such proposed waiver is provided to the Rating Agencies, Standard & Poor’s and ▇▇▇▇▇’▇ Agencies by the Trustee. Upon receipt by the Trustee of a Waiver Request (a copy of which the Trustee shall promptly provide to the Rating Agencies), all amounts which would otherwise be allocated to the Series 20152006-3 1 Excess Collection Account (collectively, the “Designated Amounts”) from the date the Trustee receives a Waiver Request through the Consent Period Expiration Date will be held by the Trustee Trust­ee in the Series 20152006-3 1 Collection Account for ratable distribution as described below. Within ten (10) Business Days after the Trustee receives a Waiver Request, the Trustee shall furnish notice thereof to the Administrative AgentSeries 2006-1 Noteholders and the Surety Provider, which notice shall be accompanied by a form of consent (each a “Consent”) in the form of Exhibit C hereto B by which the Series 20152006-3 1 Noteholders may, on or before the Consent Period Expiration Date, consent to waiver of the applicable Waivable Amount. Upon receipt of notice of a Waiver Request, the Administrative Agent shall forward a copy of such request together with the Consent to each Non-Conduit Purchaser and Funding Agent with respect to its Related Purchaser Group. If the Trustee receives the consent of the Surety Provid­er and Consents from the Requisite Noteholders agreeing to waiver of the applicable Waivable Amount within forty-five (45) days after the Trustee notifies the Administrative Agent Series 2006-1 Noteholders of a Waiver Request (the day on which such forty-five (45) day period expires, the “Consent Period Expiration Date”), (i) the applicable Waivable Amount shall be deemed waived by the consenting Series 20152006-3 1 Noteholders, (ii) the Trustee will distribute the Designated Amounts as set forth below and (iii) the Trustee shall promptly (but in any event within two days) provide the Rating Agencies, Standard & Poor’s and ▇▇▇▇▇’▇ Agency with notice of such waiver. Any Purchaser Group Series 2006-1 Noteholder from whom the Trustee has not received a Consent on or before the Consent Period Expiration Date will be deemed not to have consented to such waiver. If the Trustee receives Consents from the Requisite Noteholders on or before the Consent Period Expiration Date, then on the immediately following Distribution Dis­tribution Date, upon receipt of written direction from the Administrator the Trustee will pay the Designated Amounts to the Administrative Agent for the accounts of the non-consenting Purchaser Groups. Upon the receipt of funds from the Trustee pursuant to this Article V, the Administrative Agent shall pay the Designated Amounts as follows: (i) to each Non-Conduit Purchaser or Funding Agent with respect to a the non-consenting Purchaser GroupSeries 2006-1 Noteholders, such Purchaser Group’s pro rata share based on the Purchaser Group Invested Amount with respect to such Purchaser Group relative to the Purchaser Group Invested Amount with respect to all non-consenting Purchaser Groups of the Designated Amounts if any, prorata up to the amount required to reduce to zero the Purchaser Group Invested Amounts with respect to pay all Series 2006-1 Notes held by such non-consenting Purchaser GroupsSeries 2006-1 Noteholders in full; and (ii) any remaining Designated Amounts to the Series 20152006-3 1 Excess Collection Account. If the amount distributed paid pursuant to clause (i) of the preceding paragraph is not sufficient to reduce the Purchaser Group Invested Amount with respect to each non-consenting Purchaser Group to zero paid in full on the date specified therein, then on each day following such Distribution Dis­tribution Date, the Administrator Admin­istrator will allocate to the Series 20152006-3 1 Collection Account on a daily basis all Designated Amounts collected on such day. On each following fol­lowing Distribution Date, the Trustee will withdraw a portion of such Designated Amounts from the Series 20152006-3 1 Collection Account and deposit the same in the Series 20152006-3 1 Distribution Account for distribution to the Administrative Agent for the accounts of the non-consenting Purchaser Groups. Upon the receipt of funds from the Trustee pursuant to this Article V, the Administrative Agent shall pay the Designated Amounts as follows: (a) to each Non-Conduit Purchaser or Funding Agent with respect to a the non-consenting Purchaser GroupSeries 2006-1 Noteholders, such Purchaser Group’s pro rata share based on the Purchaser Group Invested Amount with respect if any, prorata an amount equal to such Purchaser Group relative to the Purchaser Group Invested Amount with respect to all non-consenting Purchaser Groups of the Designated Amounts in the Series 20152006-3 1 Collection Account as of the applicable Determination Date up to the amount required to reduce to zero aggregate outstanding principal balance of the Purchaser Group Invested Amounts with respect to all Series 2006-1 Notes held by the non-consenting Purchaser GroupsSeries 2006-1 Noteholders; and (b) any remaining Designated Amounts to the Series 20152006-31

RIGHT TO WAIVE PURCHASE RESTRICTIONS. Notwithstanding any provision to the contrary in the Indenture or the Related Documents, upon the Trustee’s 's receipt of notice from any Lessee, any Borrower or ABRCF AFC-II (i) to the effect that a Manufacturer Program is no longer an Eligible Manufacturer Program and that, as a result, the Series 2000-3 Maximum Non-Program Vehicle Amount is or will be exceeded or (ii) that the Lessees, the Borrowers and ABRCF AFC-II have determined to increase any Series 20152000-3 Maximum Amount or the percentage set forth in clause (y) of any of paragraphs (ii), (iii), (iv), (v), (vi) or (vii) of the definition of Series 2015-3 Incremental Enhancement Amount, (such notice, a “"Waiver Request”"), each Series 20152000-3 Noteholder may, at its option, waive the Series 2000-3 Maximum Non-Program Vehicle Amount or any other Series 20152000-3 Maximum Amount or any increase in the Series 2015-3 Required Enhancement Amount based upon clause (y) of any of paragraphs (i) through (xiii) of the definition of the Series 2015-3 Incremental Enhancement Amount (collectively, a “Waivable Amount”) if (i) no Amortization Event exists, (ii) the Requisite Noteholders and the Surety Provider consent to such waiver and (iii) 60 days’ ' prior written notice of such proposed waiver is provided to the Rating Agencies, Standard & Poor’s and ▇▇▇▇▇’▇ Agencies by the Trustee. Upon receipt by the Trustee of a Waiver Request (a copy of which the Trustee shall promptly provide to the Rating Agencies), all amounts which would otherwise be allocated to the Series 20152000-3 Excess Collection Account (collectively, the “"Designated Amounts”") from the date the Trustee receives a Waiver Request through the Consent Period Expiration Date will be held by the Trustee in the Series 20152000-3 Collection Account for ratable distribution as described below. Within ten (10) Business Days after the Trustee receives a Waiver Request, the Trustee shall furnish notice thereof to the Administrative AgentSeries 2000-3 Noteholders and the Surety Provider, which notice shall be accompanied by a form of consent (each a “"Consent”") in the form of Exhibit C EXHIBIT B hereto by which the Series 20152000-3 Noteholders may, on or before the Consent Period Expiration Date, consent to waiver of the applicable Waivable Series 2000-3 Maximum Amount. Upon receipt of notice of a Waiver Request, the Administrative Agent shall forward a copy of such request together with the Consent to each Non-Conduit Purchaser and Funding Agent with respect to its Related Purchaser Group. If the Trustee receives the consent of the Surety Provider and Consents from the Requisite Noteholders agreeing to waiver of the applicable Waivable Series 2000-3 Maximum Amount within forty-five (45) days after the Trustee notifies the Administrative Agent Series 2000-3 Noteholders of a Waiver Request (the day on which such forty-five (45) day period expires, the “"Consent Period Expiration Date”"), (i) the applicable Waivable Series 2000-3 Maximum Amount shall be deemed waived by the consenting Series 20152000-3 Noteholders, (ii) the Trustee will distribute the Designated Amounts as set forth below and (iii) the Trustee shall promptly (but in any event within two days) provide the Rating Agencies, Standard & Poor’s and ▇▇▇▇▇’▇ Agency with notice of such waiver. Any Purchaser Group Series 2000-3 Noteholder from whom the Trustee has not received a Consent on or before the Consent Period Expiration Date will be deemed not to have consented to such waiver. If the Trustee receives Consents from the Requisite Noteholders on or before the Consent Period Expiration Date, then on the immediately following Distribution Date, upon receipt of written direction from the Administrator the Trustee will pay the Designated Amounts to the Administrative Agent for the accounts of the non-consenting Purchaser Groups. Upon the receipt of funds from the Trustee pursuant to this Article V, the Administrative Agent shall pay the Designated Amounts as follows: (i) to each Non-Conduit Purchaser or Funding Agent with respect to a the non-consenting Purchaser GroupSeries 2000-3 Noteholders, such Purchaser Group’s pro rata share based on the Purchaser Group Invested Amount with respect to such Purchaser Group relative to the Purchaser Group Invested Amount with respect to all non-consenting Purchaser Groups of the Designated Amounts if any, PRO RATA up to the amount required to reduce to zero the Purchaser Group Invested Amounts with respect to pay all Series 2000-3 Notes held by such non-consenting Purchaser GroupsSeries 2000-3 Noteholders in full; and (ii) any remaining Designated Amounts to the Series 20152000-3 Excess Collection Account. If the amount distributed paid pursuant to clause (i) of the preceding paragraph is not sufficient to reduce the Purchaser Group Invested Amount with respect to each non-consenting Purchaser Group to zero paid in full on the date specified therein, then on each day following such Distribution Date, the Administrator will allocate to the Series 20152000-3 Collection Account on a daily basis all Designated Amounts collected on such day. On each following Distribution Date, the Trustee will withdraw a portion of such Designated Amounts from the Series 20152000-3 Collection Account and deposit the same in the Series 20152000-3 Distribution Account for distribution to the Administrative Agent for the accounts of the non-consenting Purchaser Groups. Upon the receipt of funds from the Trustee pursuant to this Article V, the Administrative Agent shall pay the Designated Amounts as follows: (a) to each Non-Conduit Purchaser or Funding Agent with respect to a the non-consenting Purchaser GroupSeries 2000-3 Noteholders, such Purchaser Group’s pro rata share based on the Purchaser Group Invested Amount with respect if any, PRO RATA an amount equal to such Purchaser Group relative to the Purchaser Group Invested Amount with respect to all non-consenting Purchaser Groups of the Designated Amounts in the Series 20152000-3 Collection Account as of the applicable Determination Date up to the amount required to reduce to zero aggregate outstanding principal balance of the Purchaser Group Invested Amounts with respect to all Series 2000-3 Notes held by the non-consenting Purchaser GroupsSeries 2000-3 Noteholders; and (b) any remaining Designated Amounts to the Series 20152000-3

RIGHT TO WAIVE PURCHASE RESTRICTIONS. Notwithstanding any provision to the contrary in the Indenture or the Related Documents, but subject in all respects to the Surety Provider’s rights under Section 6.11, upon the Trustee’s receipt of notice from any Lessee, any Borrower or ABRCF that the Lessees, the Borrowers and ABRCF have determined to increase any Series 20152007-3 2 Maximum Amount or the percentage set forth in clause (y) of any of paragraphs (ii), (iii), (iv), (v), (vi) or (vii) of the definition of Series 2015-3 Incremental Enhancement Amount, (such notice, a “Waiver Request”), each Series 20152007-3 2 Noteholder may, at its option, waive any Series 20152007-3 2 Maximum Amount or any increase in the Series 2015-3 Required Enhancement Amount based upon clause (y) of any of paragraphs (i) through (xiii) of the definition of the Series 2015-3 Incremental Enhancement Amount (collectively, a “Waivable Amount”) if (i) no Amortization Event exists, (ii) the Requisite Noteholders and the Surety Provider consent to such waiver and (iii) 60 days’ prior written notice of such proposed waiver is provided to the Rating Agencies, Standard & Poor’s and ▇▇▇▇▇’▇ Agencies by the Trustee. Upon receipt by the Trustee of a Waiver Request (a copy of which the Trustee shall promptly provide to the Rating Agencies), all amounts which would otherwise be allocated to the Series 20152007-3 2 Excess Collection Account (collectively, the “Designated Amounts”) from the date the Trustee receives a Waiver Request through the Consent Period Expiration Date will be held by the Trustee in the Series 20152007-3 2 Collection Account for ratable distribution as described below. Within ten (10) Business Days after the Trustee receives a Waiver Request, the Trustee shall furnish notice thereof to the Administrative AgentSeries 2007-2 Noteholders and the Surety Provider, which notice shall be accompanied by a form of consent (each a “Consent”) in the form of Exhibit C hereto B by which the Series 20152007-3 2 Noteholders may, on or before the Consent Period Expiration Date, consent to waiver of the applicable Waivable Amount. Upon receipt of notice of a Waiver Request, the Administrative Agent shall forward a copy of such request together with the Consent to each Non-Conduit Purchaser and Funding Agent with respect to its Related Purchaser Group. If the Trustee receives the consent of the Surety Provider and Consents from the Requisite Noteholders agreeing to waiver of the applicable Waivable Amount within forty-five (45) days after the Trustee notifies the Administrative Agent Series 2007-2 Noteholders of a Waiver Request (the day on which such forty-five (45) day period expires, the “Consent Period Expiration Date”), (i) the applicable Waivable Amount shall be deemed waived by the consenting Series 20152007-3 2 Noteholders, (ii) the Trustee will distribute the Designated Amounts as set forth below and (iii) the Trustee shall promptly (but in any event within two days) provide the Rating Agencies, Standard & Poor’s and ▇▇▇▇▇’▇ Agency with notice of such waiver. Any Purchaser Group Series 2007-2 Noteholder from whom the Trustee has not received a Consent on or before the Consent Period Expiration Date will be deemed not to have consented to such waiver. If the Trustee receives Consents from the Requisite Noteholders on or before the Consent Period Expiration Date, then on the immediately following Distribution Date, upon receipt of written direction from the Administrator the Trustee will pay the Designated Amounts to the Administrative Agent for the accounts of the non-consenting Purchaser Groups. Upon the receipt of funds from the Trustee pursuant to this Article V, the Administrative Agent shall pay the Designated Amounts as follows: (i) to each Non-Conduit Purchaser or Funding Agent with respect to a the non-consenting Purchaser GroupSeries 2007-2 Noteholders, such Purchaser Group’s if any, pro rata share based on the Purchaser Group Invested Amount with respect to such Purchaser Group relative to the Purchaser Group Invested Amount with respect to all non-consenting Purchaser Groups of the Designated Amounts up to the amount required to reduce to zero the Purchaser Group Invested Amounts with respect to pay all Series 2007-2 Notes held by such non-consenting Purchaser GroupsSeries 2007-2 Noteholders in full; and (ii) any remaining Designated Amounts to the Series 20152007-3 2 Excess Collection Account. If the amount distributed paid pursuant to clause (i) of the preceding paragraph is not sufficient to reduce the Purchaser Group Invested Amount with respect to each non-consenting Purchaser Group to zero paid in full on the date specified therein, then on each day following such Distribution Date, the Administrator will allocate to the Series 20152007-3 2 Collection Account on a daily basis all Designated Amounts collected on such day. On each following Distribution Date, the Trustee will withdraw a portion of such Designated Amounts from the Series 20152007-3 2 Collection Account and deposit the same in the Series 20152007-3 2 Distribution Account for distribution to the Administrative Agent for the accounts of the non-consenting Purchaser Groups. Upon the receipt of funds from the Trustee pursuant to this Article V, the Administrative Agent shall pay the Designated Amounts as follows: (a) to each Non-Conduit Purchaser or Funding Agent with respect to a the non-consenting Purchaser GroupSeries 2007-2 Noteholders, such Purchaser Group’s if any, pro rata share based on the Purchaser Group Invested Amount with respect an amount equal to such Purchaser Group relative to the Purchaser Group Invested Amount with respect to all non-consenting Purchaser Groups of the Designated Amounts in the Series 20152007-3 2 Collection Account as of the applicable Determination Date up to the amount required to reduce to zero aggregate outstanding principal balance of the Purchaser Group Invested Amounts with respect to all Series 2007-2 Notes held by the non-consenting Purchaser GroupsSeries 2007-2 Noteholders; and (b) any remaining Designated Amounts to the Series 20152007-32 Excess Collection Account. If the Requisite Noteholders or the Surety Provider do not timely consent to such waiver, the Designated Amounts will be re-allocated to the Series 2007-2 Excess Collection Account for allocation and distribution in accordance with the terms of the Indenture and the Related Documents. In the event that the Series 2007-2 Rapid Amortization Period shall commence after receipt by the Trustee of a Waiver Request, all such Designated Amounts will thereafter be considered Principal Collections allocated to the Series 2007-2 Noteholders.

RIGHT TO WAIVE PURCHASE RESTRICTIONS. Notwithstanding any provision to the contrary in the Indenture or the Related Documents, upon the Trustee’s receipt of notice from any Lessee, any Borrower or ABRCF AFC-II (i) to the effect that a Manufacturer Program is no longer an Eligible Manufacturer Program and that, as a result, the Series 2003-4 Maximum Non-Program Vehicle Amount is or will be exceeded or (ii) that the Lessees, the Borrowers and ABRCF AFC-II have determined to increase any Series 20152003-3 4 Maximum Amount or the percentage set forth in clause (y) of any of paragraphs (ii), (iii), (iv), (v), (vi) or (vii) of the definition of Series 2015-3 Incremental Enhancement Amount, (such notice, a “Waiver Request”), each Series 20152003-3 4 Noteholder may, at its option, waive any the Series 20152003-3 4 Maximum Non-Program Vehicle Amount or any increase in the other Series 20152003-3 Required Enhancement Amount based upon clause (y) of any of paragraphs (i) through (xiii) of the definition of the Series 2015-3 Incremental Enhancement 4 Maximum Amount (collectively, a “Waivable Amount”) if (i) no Amortization Event exists, (ii) the Requisite Noteholders and the Surety Provider consent to such waiver and (iii) 60 days’ prior written notice of such proposed waiver is provided to the Rating Agencies, Standard & Poor’s and ▇▇▇▇▇’▇ Agencies by the Trustee. Upon receipt by the Trustee of a Waiver Request (a copy of which the Trustee shall promptly provide to the Rating Agencies), all amounts which would otherwise be allocated to the Series 20152003-3 4 Excess Collection Account (collectively, the “Designated Amounts”) from the date the Trustee receives a Waiver Request through the Consent Period Expiration Date will be held by the Trustee in the Series 20152003-3 4 Collection Account for ratable distribution as described below. Within ten (10) Business Days after the Trustee receives a Waiver Request, the Trustee shall furnish notice thereof to the Administrative AgentSeries 2003-4 Noteholders and the Surety Provider, which notice shall be accompanied by a form of consent (each a “Consent”) in the form of Exhibit C B hereto by which the Series 20152003-3 4 Noteholders may, on or before the Consent Period Expiration Date, consent to waiver of the applicable Waivable Amount. Upon receipt of notice of a Waiver Request, the Administrative Agent shall forward a copy of such request together with the Consent to each Non-Conduit Purchaser and Funding Agent with respect to its Related Purchaser Group. If the Trustee receives the consent of the Surety Provider and Consents from the Requisite Noteholders agreeing to waiver of the applicable Waivable Amount within forty-five (45) days after the Trustee notifies the Administrative Agent Series 2003-4 Noteholders of a Waiver Request (the day on which such forty-five (45) day period expires, the “Consent Period Expiration Date”), (i) the applicable Waivable Amount shall be deemed waived by the consenting Series 20152003-3 4 Noteholders, (ii) the Trustee will distribute the Designated Amounts as set forth below and (iii) the Trustee shall promptly (but in any event within two days) provide the Rating Agencies, Standard & Poor’s and ▇▇▇▇▇’▇ Agency with notice of such waiver. Any Purchaser Group Series 2003-4 Noteholder from whom the Trustee has not received a Consent on or before the Consent Period Expiration Date will be deemed not to have consented to such waiver. If the Trustee receives Consents from the Requisite Noteholders on or before the Consent Period Expiration Date, then on the immediately following Distribution Date, upon receipt of written direction from the Administrator the Trustee will pay the Designated Amounts to the Administrative Agent for the accounts of the non-consenting Purchaser Groups. Upon the receipt of funds from the Trustee pursuant to this Article V, the Administrative Agent shall pay the Designated Amounts as follows: (i) to each Non-Conduit Purchaser or Funding Agent with respect to a the non-consenting Purchaser GroupSeries 2003-4 Noteholders, such Purchaser Group’s if any, pro rata share based on the Purchaser Group Invested Amount with respect to such Purchaser Group relative to the Purchaser Group Invested Amount with respect to all non-consenting Purchaser Groups of the Designated Amounts up to the amount required to reduce to zero the Purchaser Group Invested Amounts with respect to pay all Series 2003-4 Notes held by such non-consenting Purchaser GroupsSeries 2003-4 Noteholders in full; and (ii) any remaining Designated Amounts to the Series 20152003-3 4 Excess Collection Account. If the amount distributed paid pursuant to clause (i) of the preceding paragraph is not sufficient to reduce the Purchaser Group Invested Amount with respect to each non-consenting Purchaser Group to zero paid in full on the date specified therein, then on each day following such Distribution Date, the Administrator will allocate to the Series 20152003-3 4 Collection Account on a daily basis all Designated Amounts collected on such day. On each following Distribution Date, the Trustee will withdraw a portion of such Designated Amounts from the Series 20152003-3 4 Collection Account and deposit the same in the Series 20152003-3 4 Distribution Account for distribution to the Administrative Agent for the accounts of the non-consenting Purchaser Groups. Upon the receipt of funds from the Trustee pursuant to this Article V, the Administrative Agent shall pay the Designated Amounts as follows: (a) to each Non-Conduit Purchaser or Funding Agent with respect to a the non-consenting Purchaser GroupSeries 2003-4 Noteholders, such Purchaser Group’s if any, pro rata share based on the Purchaser Group Invested Amount with respect an amount equal to such Purchaser Group relative to the Purchaser Group Invested Amount with respect to all non-consenting Purchaser Groups of the Designated Amounts in the Series 20152003-3 4 Collection Account as of the applicable Determination Date up to the amount required to reduce to zero aggregate outstanding principal balance of the Purchaser Group Invested Amounts with respect to all Series 2003-4 Notes held by the non-consenting Purchaser GroupsSeries 2003-4 Noteholders; and (b) any remaining Designated Amounts to the Series 20152003-34 Excess Collection Account. If the Requisite Noteholders or the Surety Provider do not timely consent to such waiver, the Designated Amounts will be re-allocated to the Series 2003-4 Excess Collection Account for allocation and distribution in accordance with the terms of the Indenture and the Related Documents. In the event that the Series 2003-4 Rapid Amortization Period shall commence after receipt by the Trustee of a Waiver Request, all such Designated Amounts will thereafter be considered Principal Collections allocated to the Series 2003-4 Noteholders.

RIGHT TO WAIVE PURCHASE RESTRICTIONS. Notwithstanding any provision to the contrary in the Indenture or the Related Documents, upon the Trustee’s 's receipt of notice from any Lessee, any Borrower or ABRCF AFC-II (i) to the effect that a Manufacturer Program is no longer an Eligible Manufacturer Program and that, as a result, the Series 2001-1 Maximum Non-Program Vehicle Amount is or will be exceeded or (ii) that the Lessees, the Borrowers and ABRCF AFC-II have determined to increase any Series 20152001-3 1 Maximum Amount or the percentage set forth in clause (y) of any of paragraphs (ii), (iii), (iv), (v), (vi) or (vii) of the definition of Series 2015-3 Incremental Enhancement Amount, (such notice, a “"Waiver Request”"), each Series 20152001-3 1 Noteholder may, at its option, waive any the Series 20152001-3 1 Maximum Non-Program Vehicle Amount or any increase in the other Series 20152001-3 Required Enhancement 1 Maximum Amount based upon clause (y) of any of paragraphs (i) through (xiii) of the definition of the Series 2015-3 Incremental Enhancement Amount (collectively, a “Waivable Amount”) if (i) no Amortization Event exists, (ii) the Requisite Noteholders and the Surety Provider consent to such waiver and (iii) 60 days’ ' prior written notice of such proposed waiver is provided to the Rating Agencies, Standard & Poor’s and ▇▇▇▇▇’▇ Agencies by the Trustee. Upon receipt by the Trustee of a Waiver Request (a copy of which the Trustee shall promptly provide to the Rating Agencies), all amounts which would otherwise be allocated to the Series 20152001-3 1 Excess Collection Account (collectively, the “"Designated Amounts”") from the date the Trustee receives a Waiver Request through the Consent Period Expiration Date will be held by the Trustee in the Series 20152001-3 1 Collection Account for ratable distribution as described below. Within ten (10) Business Days after the Trustee receives a Waiver Request, the Trustee shall furnish notice thereof to the Administrative AgentSeries 2001-1 Noteholders and the Surety Provider, which notice shall be accompanied by a form of consent (each a “"Consent”") in the form of Exhibit C EXHIBIT B hereto by which the Series 20152001-3 1 Noteholders may, on or before the Consent Period Expiration Date, consent to waiver of the applicable Waivable Series 2001-1 Maximum Amount. Upon receipt of notice of a Waiver Request, the Administrative Agent shall forward a copy of such request together with the Consent to each Non-Conduit Purchaser and Funding Agent with respect to its Related Purchaser Group. If the Trustee receives the consent of the Surety Provider and Consents from the Requisite Noteholders agreeing to waiver of the applicable Waivable Series 2001-1 Maximum Amount within forty-five (45) days after the Trustee notifies the Administrative Agent Series 2001-1 Noteholders of a Waiver Request (the day on which such forty-five (45) day period expires, the “"Consent Period Expiration Date”"), (i) the applicable Waivable Series 2001-1 Maximum Amount shall be deemed waived by the consenting Series 20152001-3 1 Noteholders, (ii) the Trustee will distribute the Designated Amounts as set forth below and (iii) the Trustee shall promptly (but in any event within two days) provide the Rating Agencies, Standard & Poor’s and ▇▇▇▇▇’▇ Agency with notice of such waiver. Any Purchaser Group Series 2001-1 Noteholder from whom the Trustee has not received a Consent on or before the Consent Period Expiration Date will be deemed not to have consented to such waiver. If the Trustee receives Consents from the Requisite Noteholders on or before the Consent Period Expiration Date, then on the immediately following Distribution Date, upon receipt of written direction from the Administrator the Trustee will pay the Designated Amounts to the Administrative Agent for the accounts of the non-consenting Purchaser Groups. Upon the receipt of funds from the Trustee pursuant to this Article V, the Administrative Agent shall pay the Designated Amounts as follows: (i) to each Non-Conduit Purchaser or Funding Agent with respect to a the non-consenting Purchaser GroupSeries 2001-1 Noteholders, such Purchaser Group’s pro rata share based on the Purchaser Group Invested Amount with respect to such Purchaser Group relative to the Purchaser Group Invested Amount with respect to all non-consenting Purchaser Groups of the Designated Amounts if any, PRO RATA up to the amount required to reduce to zero the Purchaser Group Invested Amounts with respect to pay all Series 2001-1 Notes held by such non-consenting Purchaser GroupsSeries 2001-1 Noteholders in full; and (ii) any remaining Designated Amounts to the Series 20152001-3 1 Excess Collection Account. If the amount distributed paid pursuant to clause (i) of the preceding paragraph is not sufficient to reduce the Purchaser Group Invested Amount with respect to each non-consenting Purchaser Group to zero paid in full on the date specified therein, then on each day following such Distribution Date, the Administrator will allocate to the Series 20152001-3 1 Collection Account on a daily basis all Designated Amounts collected on such day. On each following Distribution Date, the Trustee will withdraw a portion of such Designated Amounts from the Series 20152001-3 1 Collection Account and deposit the same in the Series 20152001-3 1 Distribution Account for distribution to the Administrative Agent for the accounts of the non-consenting Purchaser Groups. Upon the receipt of funds from the Trustee pursuant to this Article V, the Administrative Agent shall pay the Designated Amounts as follows: (a) to each Non-Conduit Purchaser or Funding Agent with respect to a the non-consenting Purchaser GroupSeries 2001-1 Noteholders, such Purchaser Group’s pro rata share based on the Purchaser Group Invested Amount with respect if any, PRO RATA an amount equal to such Purchaser Group relative to the Purchaser Group Invested Amount with respect to all non-consenting Purchaser Groups of the Designated Amounts in the Series 20152001-3 1 Collection Account as of the applicable Determination Date up to the amount required to reduce to zero aggregate outstanding principal balance of the Purchaser Group Invested Amounts with respect to all Series 2001-1 Notes held by the non-consenting Purchaser GroupsSeries 2001-1 Noteholders; and (b) any remaining Designated Amounts to the Series 20152001-31

RIGHT TO WAIVE PURCHASE RESTRICTIONS. Notwithstanding any provision to the contrary in the Indenture or the Related Documents, but subject in all respects to the Surety Provider’s rights under Section 6.11, upon the Trustee’s receipt of notice from any Lessee, any Borrower or ABRCF CRCF (i) to the effect that a Manufacturer Program is no longer an Eligible Manufacturer Program and that, as a result, the Series 2005-1 Maximum Non-Program Vehicle Amount is or will be exceeded or (ii) that the Lessees, the Borrowers and ABRCF CRCF have determined to increase in-crease any Series 20152005-3 1 Maximum Amount or the percentage set forth in clause (y) of any of paragraphs (ii), (iii), (iv), (v), (vi) or (vii) of the definition of Series 2015-3 Incremental Enhancement Amount, (such notice, a “Waiver Request”), each Series 20152005-3 Noteholder 1 Note-holder may, at its option, waive any the Series 20152005-3 1 Maximum Non-Program Vehicle Amount or any increase in the other Series 20152005-3 Required Enhancement Amount based upon clause (y) of any of paragraphs (i) through (xiii) of the definition of the Series 2015-3 Incremental Enhancement 1 Maximum Amount (collectively, a “Waivable Amount”) if (i) no Amortization Event exists, (ii) the Requisite Noteholders and the Surety Provider consent to such waiver and (iii) 60 days’ prior written notice of such proposed waiver is provided to the Rating Agencies, Standard & Poor’s and ▇▇▇▇▇’▇ Agencies by the Trustee. Upon receipt by the Trustee of a Waiver Request (a copy of which the Trustee shall promptly provide to the Rating Agencies), all amounts which would otherwise be allocated to the Series 20152005-3 1 Excess Collection Account (collectively, the “Designated Amounts”) from the date the Trustee receives a Waiver Request through the Consent Period Expiration Date will be held by the Trustee in the Series 20152005-3 1 Collection Account for ratable distribution as described below. Within ten (10) Business Days after the Trustee receives a Waiver Request, the Trustee shall furnish notice thereof to the Administrative AgentSeries 2005-1 Noteholders and the Surety Provider, which notice shall be accompanied by a form of consent (each a “Consent”) in the form of Exhibit C B hereto by which the Series 20152005-3 1 Noteholders may, on or before the Consent Period Expiration Date, consent to waiver of the applicable Waivable Amount. Upon receipt of notice of a Waiver Request, the Administrative Agent shall forward a copy of such request together with the Consent to each Non-Conduit Purchaser and Funding Agent with respect to its Related Purchaser Group. If the Trustee receives the consent of the Surety Provider and Consents from the Requisite Noteholders agreeing to waiver of the applicable Waivable Amount within forty-five (45) days after the Trustee notifies the Administrative Agent Series 2005-1 Noteholders of a Waiver Request (the day on which such forty-five (45) day period expires, the “Consent Period Expiration Date”), (i) the applicable Waivable Amount shall be deemed waived by the consenting Series 20152005-3 1 Noteholders, (ii) the Trustee will distribute the Designated Amounts as set forth below and (iii) the Trustee shall promptly (but in any event within two days) provide the Rating Agencies, Standard & Poor’s and ▇▇▇▇▇’▇ Agency with notice of such waiver. Any Purchaser Group Series 2005-1 Noteholder from whom the Trustee has not received a Consent on or before the Consent Period Expiration Date will be deemed not to have consented to such waiver. If the Trustee receives Consents from the Requisite Noteholders on or before the Consent Period Expiration Date, then on the immediately following Distribution Dis-tribution Date, upon receipt of written direction from the Administrator the Trustee will pay the Designated Amounts to the Administrative Agent for the accounts of the non-consenting Purchaser Groups. Upon the receipt of funds from the Trustee pursuant to this Article V, the Administrative Agent shall pay the Designated Amounts as follows: (i) to each Non-Conduit Purchaser or Funding Agent with respect to a the non-consenting Purchaser GroupSeries 2005-1 Noteholders, such Purchaser Group’s if any, pro rata share based on the Purchaser Group Invested Amount with respect to such Purchaser Group relative to the Purchaser Group Invested Amount with respect to all non-consenting Purchaser Groups of the Designated Amounts up to the amount required to reduce to zero the Purchaser Group Invested Amounts with respect to pay all Series 2005-1 Notes held by such non-consenting Purchaser GroupsSeries 2005-1 Noteholders in full; and (ii) any remaining Designated Amounts to the Series 20152005-3 1 Excess Collection Account. If the amount distributed paid pursuant to clause (i) of the preceding paragraph is not sufficient to reduce the Purchaser Group Invested Amount with respect to each non-consenting Purchaser Group to zero paid in full on the date specified therein, then on each day following such Distribution Dis-tribution Date, the Administrator will allocate to the Series 20152005-3 1 Collection Account on a daily basis all Designated Amounts collected on such day. On each following Distribution Date, the Trustee will withdraw a portion of such Designated Amounts from the Series 20152005-3 1 Collection Account and deposit the same in the Series 20152005-3 1 Distribution Account for distribution to the Administrative Agent for the accounts of the non-consenting Purchaser Groups. Upon the receipt of funds from the Trustee pursuant to this Article V, the Administrative Agent shall pay the Designated Amounts as follows: (a) to each Non-Conduit Purchaser or Funding Agent with respect to a the non-consenting Purchaser GroupSeries 2005-1 Noteholders, such Purchaser Group’s if any, pro rata share based on the Purchaser Group Invested Amount with respect an amount equal to such Purchaser Group relative to the Purchaser Group Invested Amount with respect to all non-consenting Purchaser Groups of the Designated Amounts in the Series 20152005-3 1 Collection Account as of the applicable Determination Date up to the amount required to reduce to zero aggregate outstanding principal balance of the Purchaser Group Invested Amounts with respect to all Series 2005-1 Notes held by the non-consenting Purchaser GroupsSeries 2005-1 Noteholders; and (b) any remaining Designated Amounts to the Series 20152005-31

RIGHT TO WAIVE PURCHASE RESTRICTIONS. Notwithstanding any provision to the contrary in the Indenture or the Related Documents, but subject in all respects to the Surety Provider’s rights under Section 6.11, upon the Trustee’s receipt of notice from any Lessee, any Borrower or ABRCF CRCF (i) to the effect that a Manufacturer Program is no longer an Eligible Manufacturer Program and that, as a result, the Series 2005-2 Maximum Non-Program Vehicle Amount is or will be exceeded or (ii) that the Lessees, the Borrowers and ABRCF CRCF have determined to increase any Series 20152005-3 2 Maximum Amount or the percentage set forth in clause (y) of any of paragraphs (ii), (iii), (iv), (v), (vi) or (vii) of the definition of Series 2015-3 Incremental Enhancement Amount, (such notice, a “Waiver Request”), each Series 20152005-3 2 Noteholder may, at its option, waive any the Series 20152005-3 2 Maximum Non-Program Vehicle Amount or any increase in the other Series 20152005-3 Required Enhancement Amount based upon clause (y) of any of paragraphs (i) through (xiii) of the definition of the Series 2015-3 Incremental Enhancement 2 Maximum Amount (collectively, a “Waivable Amount”) if (i) no Amortization Event exists, (ii) the Requisite Noteholders and the Surety Provider consent to such waiver and (iii) 60 days’ prior written notice of such proposed waiver is provided to the Rating Agencies, Standard & Poor’s and ▇▇▇▇▇’▇ Agencies by the Trustee. Upon receipt by the Trustee of a Waiver Request (a copy of which the Trustee shall promptly provide to the Rating Agencies), all amounts which would otherwise be allocated to the Series 20152005-3 2 Excess Collection Account (collectively, the “Designated Amounts”) from the date the Trustee receives a Waiver Request through the Consent Period Expiration Date will be held by the Trustee in the Series 20152005-3 2 Collection Account for ratable distribution as described below. Within ten (10) Business Days after the Trustee receives a Waiver Request, the Trustee shall furnish notice thereof to the Administrative AgentSeries 2005-2 Noteholders and the Surety Provider, which notice shall be accompanied by a form of consent (each a “Consent”) in the form of Exhibit C hereto B by which the Series 20152005-3 2 Noteholders may, on or before the Consent Period Expiration Date, consent to waiver of the applicable Waivable Amount. Upon receipt of notice of a Waiver Request, the Administrative Agent shall forward a copy of such request together with the Consent to each Non-Conduit Purchaser and Funding Agent with respect to its Related Purchaser Group. If the Trustee receives the consent of the Surety Provider and Consents from the Requisite Noteholders agreeing to waiver of the applicable Waivable Amount within forty-five (45) days after the Trustee notifies the Administrative Agent Series 2005-2 Noteholders of a Waiver Request (the day on which such forty-five (45) day period expires, the “Consent Period Expiration Date”), (i) the applicable Waivable Amount shall be deemed waived by the consenting Series 20152005-3 2 Noteholders, (ii) the Trustee will distribute the Designated Amounts as set forth below and (iii) the Trustee shall promptly (but in any event within two days) provide the Rating Agencies, Standard & Poor’s and ▇▇▇▇▇’▇ Agency with notice of such waiver. Any Purchaser Group Series 2005-2 Noteholder from whom the Trustee has not received a Consent on or before the Consent Period Expiration Date will be deemed not to have consented to such waiver. If the Trustee receives Consents from the Requisite Noteholders on or before the Consent Period Expiration Date, then on the immediately following Distribution Date, upon receipt of written direction from the Administrator the Trustee will pay the Designated Amounts to the Administrative Agent for the accounts of the non-consenting Purchaser Groups. Upon the receipt of funds from the Trustee pursuant to this Article V, the Administrative Agent shall pay the Designated Amounts as follows: (i) to each Non-Conduit Purchaser or Funding Agent with respect to a the non-consenting Purchaser GroupSeries 2005-2 Noteholders, such Purchaser Group’s if any, pro rata share based on the Purchaser Group Invested Amount with respect to such Purchaser Group relative to the Purchaser Group Invested Amount with respect to all non-consenting Purchaser Groups of the Designated Amounts up to the amount required to reduce to zero the Purchaser Group Invested Amounts with respect to pay all Series 2005-2 Notes held by such non-consenting Purchaser GroupsSeries 2005-2 Noteholders in full; and (ii) any remaining Designated Amounts to the Series 20152005-3 Excess Collection Account. If the amount distributed pursuant to clause (i) of the preceding paragraph is not sufficient to reduce the Purchaser Group Invested Amount with respect to each non-consenting Purchaser Group to zero on the date specified therein, then on each day following such Distribution Date, the Administrator will allocate to the Series 2015-3 Collection Account on a daily basis all Designated Amounts collected on such day. On each following Distribution Date, the Trustee will withdraw such Designated Amounts from the Series 2015-3 Collection Account and deposit the same in the Series 2015-3 Distribution Account for distribution to the Administrative Agent for the accounts of the non-consenting Purchaser Groups. Upon the receipt of funds from the Trustee pursuant to this Article V, the Administrative Agent shall pay the Designated Amounts as follows: (a) to each Non-Conduit Purchaser or Funding Agent with respect to a non-consenting Purchaser Group, such Purchaser Group’s pro rata share based on the Purchaser Group Invested Amount with respect to such Purchaser Group relative to the Purchaser Group Invested Amount with respect to all non-consenting Purchaser Groups of the Designated Amounts in the Series 2015-3 Collection Account as of the applicable Determination Date up to the amount required to reduce to zero the Purchaser Group Invested Amounts with respect to all non-consenting Purchaser Groups; and (b) any remaining Designated Amounts to the Series 2015-32

RIGHT TO WAIVE PURCHASE RESTRICTIONS. Notwithstanding any provision to the contrary in the Indenture or the Related Documents, but subject in all respects to the Surety Provider’s rights under Section 6.11, upon the Trustee’s receipt of notice from any Lessee, any Borrower or ABRCF that the Lessees, the Borrowers and ABRCF have determined to increase any Series 20152005-3 2 Maximum Amount or the percentage set forth in clause (y) of any of paragraphs (ii), (iii), (iv), (v), (vi) or (vii) of the definition of Series 2015-3 Incremental Enhancement Amount, (such notice, a “Waiver Request”), each Series 20152005-3 2 Noteholder may, at its option, waive any Series 20152005-3 2 Maximum Amount or any increase in the Series 2015-3 Required Enhancement Amount based upon clause (y) of any of paragraphs (i) through (xiii) of the definition of the Series 2015-3 Incremental Enhancement Amount (collectively, a “Waivable Amount”) if (i) no Amortization Event exists, (ii) the Requisite Noteholders and the Surety Provider consent to such waiver and (iii) 60 days’ prior written notice of such proposed waiver is provided to the Rating Agencies, Standard & Poor’s and ▇▇▇▇▇’▇ Agencies by the Trustee. Upon receipt by the Trustee of a Waiver Request (a copy of which the Trustee shall promptly provide to the Rating Agencies), all amounts which would otherwise be allocated to the Series 20152005-3 2 Excess Collection Account (collectively, the “Designated Amounts”) from the date the Trustee receives a Waiver Request through the Consent Period Expiration Date will be held by the Trustee in the Series 20152005-3 2 Collection Account for ratable distribution as described below. Within ten (10) Business Days after the Trustee receives a Waiver Request, the Trustee shall furnish notice thereof to the Administrative AgentSeries 2005-2 Noteholders and the Surety Provider, which notice shall be accompanied by a form of consent (each a “Consent”) in the form of Exhibit C hereto B by which the Series 20152005-3 2 Noteholders may, on or before the Consent Period Expiration Date, consent to waiver of the applicable Waivable Amount. Upon receipt of notice of a Waiver Request, the Administrative Agent shall forward a copy of such request together with the Consent to each Non-Conduit Purchaser and Funding Agent with respect to its Related Purchaser Group. If the Trustee receives the consent of the Surety Provider and Consents from the Requisite Noteholders agreeing to waiver of the applicable Waivable Amount within forty-five (45) days after the Trustee notifies the Administrative Agent Series 2005-2 Noteholders of a Waiver Request (the day on which such forty-five (45) day period expires, the “Consent Period Expiration Date”), (i) the applicable Waivable Amount shall be deemed waived by the consenting Series 20152005-3 2 Noteholders, (ii) the Trustee will distribute the Designated Amounts as set forth below and (iii) the Trustee shall promptly (but in any event within two days) provide the Rating Agencies, Standard & Poor’s and ▇▇▇▇▇’▇ Agency with notice of such waiver. Any Purchaser Group Series 2005-2 Noteholder from whom the Trustee has not received a Consent on or before the Consent Period Expiration Date will be deemed not to have consented to such waiver. If the Trustee receives Consents from the Requisite Noteholders on or before the Consent Period Expiration Date, then on the immediately following Distribution Date, upon receipt of written direction from the Administrator the Trustee will pay the Designated Amounts to the Administrative Agent for the accounts of the non-consenting Purchaser Groups. Upon the receipt of funds from the Trustee pursuant to this Article V, the Administrative Agent shall pay the Designated Amounts as follows: (i) to each Non-Conduit Purchaser or Funding Agent with respect to a the non-consenting Purchaser GroupSeries 2005-2 Noteholders, such Purchaser Group’s pro rata share based on the Purchaser Group Invested Amount with respect to such Purchaser Group relative to the Purchaser Group Invested Amount with respect to all non-consenting Purchaser Groups of the Designated Amounts if any, prorata up to the amount required to reduce to zero the Purchaser Group Invested Amounts with respect to pay all Series 2005-2 Notes held by such non-consenting Purchaser GroupsSeries 2005-2 Noteholders in full; and (ii) any remaining Designated Amounts to the Series 20152005-3 2 Excess Collection Account. If the amount distributed paid pursuant to clause (i) of the preceding paragraph is not sufficient to reduce the Purchaser Group Invested Amount with respect to each non-consenting Purchaser Group to zero paid in full on the date specified therein, then on each day following such Distribution Date, the Administrator will allocate to the Series 20152005-3 2 Collection Account on a daily basis all Designated Amounts collected on such day. On each following Distribution Date, the Trustee will withdraw a portion of such Designated Amounts from the Series 20152005-3 2 Collection Account and deposit the same in the Series 20152005-3 2 Distribution Account for distribution to the Administrative Agent for the accounts of the non-consenting Purchaser Groups. Upon the receipt of funds from the Trustee pursuant to this Article V, the Administrative Agent shall pay the Designated Amounts as follows: (a) to each Non-Conduit Purchaser or Funding Agent with respect to a the non-consenting Purchaser GroupSeries 2005-2 Noteholders, such Purchaser Group’s pro rata share based on the Purchaser Group Invested Amount with respect if any, prorata an amount equal to such Purchaser Group relative to the Purchaser Group Invested Amount with respect to all non-consenting Purchaser Groups of the Designated Amounts in the Series 20152005-3 2 Collection Account as of the applicable Determination Date up to the amount required to reduce to zero aggregate outstanding principal balance of the Purchaser Group Invested Amounts with respect to all Series 2005-2 Notes held by the non-consenting Purchaser GroupsSeries 2005-2 Noteholders; and (b) any remaining Designated Amounts to the Series 20152005-32

RIGHT TO WAIVE PURCHASE RESTRICTIONS. Notwithstanding any provision to the contrary in the Indenture or the Related Documents, upon the Trustee’s receipt of notice from any Lessee, any Borrower or ABRCF that the Lessees, the Borrowers and ABRCF have determined to increase any Series 20152022-3 2 Maximum Amount or the percentage set forth in clause (y) of any of paragraphs (ii) through (xiii) of the definition of Series 2022-2 Incremental Enhancement Amount, (such notice, a “Waiver Request”), each Series 2022-2 Noteholder may, at its option, waive any Series 2022-2 Maximum Amount or any increase in the Series 2022-2 Required Enhancement Amount based upon clause (y) of any of paragraphs (ii), (iii), (iv), (v), (vi) or (vii) of the definition of Series 2015-3 Incremental Enhancement Amount, (such notice, a “Waiver Request”), each Series 2015-3 Noteholder may, at its option, waive any Series 2015-3 Maximum Amount or any increase in the Series 20152022-3 Required Enhancement Amount based upon clause (y) of any of paragraphs (i) through (xiii) of the definition of the Series 2015-3 2 Incremental Enhancement Amount (collectively, a “Waivable Amount”) if (i) no Amortization Event exists, (ii) the Requisite Noteholders consent to such waiver and (iii) 60 days’ prior written notice of such proposed waiver is provided to the Rating Agencies, Standard & Poor’s and ▇▇▇▇▇’▇ Moody’s by the Trustee. Upon receipt by the Trustee of a Waiver Request (a copy of which the Trustee shall promptly provide to the Rating Agencies), all amounts which would otherwise be allocated to the Series 20152022-3 2 Excess Collection Account (collectively, the “Designated Amounts”) from the date the Trustee receives a Waiver Request through the Consent Period Expiration Date will be held by the Trustee in the Series 20152022-3 2 Collection Account for ratable distribution as described below. Within ten (10) Business Days after the Trustee receives a Waiver Request, the Trustee shall furnish notice thereof to the Administrative Agent, which notice shall be accompanied by a form of consent (each a “Consent”) in the form of Exhibit C hereto by which the Series 20152022-3 2 Noteholders may, on or before the Consent Period Expiration Date, consent to waiver of the applicable Waivable Amount. Upon receipt of notice of a Waiver Request, the Administrative Agent shall forward a copy of such request together with the Consent to each Non-Conduit Purchaser and Funding Agent with respect to its Related Purchaser Group. If the Trustee receives the Consents from the Requisite Noteholders agreeing to waiver of the applicable Waivable Amount within forty-five (45) days after the Trustee notifies the Administrative Agent of a Waiver Request (the day on which such forty-five (45) day period expires, the “Consent Period Expiration Date”), (i) the applicable Waivable Amount shall be deemed waived by the consenting Series 20152022-3 2 Noteholders, (ii) the Trustee will distribute the Designated Amounts as set forth below and (iii) the Trustee shall promptly (but in any event within two days) provide the Rating Agencies, Standard & Poor’s and ▇▇▇▇▇’▇ Moody’s with notice of such waiver. Any Purchaser Group from whom the Trustee has not received a Consent on or before the Consent Period Expiration Date will be deemed not to have consented to such waiver. If the Trustee receives Consents from the Requisite Noteholders on or before the Consent Period Expiration Date, then on the immediately following Distribution Date, upon receipt of written direction from the Administrator the Trustee will pay the Designated Amounts to the Administrative Agent for the accounts of the non-consenting Purchaser Groups. Upon the receipt of funds from the Trustee pursuant to this Article V, the Administrative Agent shall pay the Designated Amounts as follows: (i) to each Non-Conduit Purchaser or Funding Agent with respect to a non-consenting Purchaser Group, such Purchaser Group’s pro rata share based on the Purchaser Group Invested Amount with respect to such Purchaser Group relative to the Purchaser Group Invested Amount with respect to all non-consenting Purchaser Groups of the Designated Amounts up to the amount required to reduce to zero the Purchaser Group Invested Amounts with respect to all non-consenting Purchaser Groups; and (ii) any remaining Designated Amounts to the Series 20152022-3 Excess Collection Account. If the amount distributed pursuant to clause (i) of the preceding paragraph is not sufficient to reduce the Purchaser Group Invested Amount with respect to each non-consenting Purchaser Group to zero on the date specified therein, then on each day following such Distribution Date, the Administrator will allocate to the Series 2015-3 Collection Account on a daily basis all Designated Amounts collected on such day. On each following Distribution Date, the Trustee will withdraw such Designated Amounts from the Series 2015-3 Collection Account and deposit the same in the Series 2015-3 Distribution Account for distribution to the Administrative Agent for the accounts of the non-consenting Purchaser Groups. Upon the receipt of funds from the Trustee pursuant to this Article V, the Administrative Agent shall pay the Designated Amounts as follows: (a) to each Non-Conduit Purchaser or Funding Agent with respect to a non-consenting Purchaser Group, such Purchaser Group’s pro rata share based on the Purchaser Group Invested Amount with respect to such Purchaser Group relative to the Purchaser Group Invested Amount with respect to all non-consenting Purchaser Groups of the Designated Amounts in the Series 2015-3 Collection Account as of the applicable Determination Date up to the amount required to reduce to zero the Purchaser Group Invested Amounts with respect to all non-consenting Purchaser Groups; and (b) any remaining Designated Amounts to the Series 2015-32

RIGHT TO WAIVE PURCHASE RESTRICTIONS. Notwithstanding Other than as set forth in Section 6.7 hereto, notwithstanding any provision to the contrary in the Indenture or the Related Documents, upon the Trustee’s receipt of notice from any Lessee, any Borrower or ABRCF that the Lessees, the Borrowers and ABRCF have determined to increase any Series 20152009-3 2 Maximum Amount or the percentage set forth in clause (y) of any of paragraphs (ii), (iii), (iv), (v), (vi) or (vii) of the definition of Series 2015-3 Incremental Enhancement Amount, (such notice, a “Waiver Request”), each Series 20152009-3 2 Noteholder may, at its option, waive any Series 20152009-3 2 Maximum Amount or any increase in the Series 2015-3 Required Enhancement Amount based upon clause (y) of any of paragraphs (i) through (xiii) of the definition of the Series 2015-3 Incremental Enhancement Amount (collectively, a “Waivable Amount”) if (i) no Amortization Event exists, (ii) the Requisite Noteholders consent to such waiver and (iii) 60 days’ prior written notice of such proposed waiver is provided to the Rating Agencies, Standard & Poor’s and ▇M▇▇▇▇’▇ by the Trustee. Upon receipt by the Trustee of a Waiver Request (a copy of which the Trustee shall promptly provide to the Rating AgenciesM▇▇▇▇’▇), all amounts which would otherwise be allocated to the Series 20152009-3 2 Excess Collection Account (collectively, the “Designated Amounts”) from the date the Trustee receives a Waiver Request through the Consent Period Expiration Date will be held by the Trustee in the Series 20152009-3 2 Collection Account for ratable distribution as described below. Within ten (10) Business Days after the Trustee receives a Waiver Request, the Trustee shall furnish notice thereof to the Administrative AgentSeries 2009-2 Noteholders, which notice shall be accompanied by a form of consent (each a “Consent”) in the form of Exhibit C hereto B by which the Series 20152009-3 2 Noteholders may, on or before the Consent Period Expiration Date, consent to waiver of the applicable Waivable Amount. Upon receipt of notice of a Waiver Request, the Administrative Agent shall forward a copy of such request together with the Consent to each Non-Conduit Purchaser and Funding Agent with respect to its Related Purchaser Group. If the Trustee receives the Consents from the Requisite Noteholders agreeing to waiver of the applicable Waivable Amount within forty-five (45) days after the Trustee notifies the Administrative Agent Series 2009-2 Noteholders of a Waiver Request (the day on which such forty-five (45) day period expires, the “Consent Period Expiration Date”), (i) the applicable Waivable Amount shall be deemed waived by the consenting Series 20152009-3 2 Noteholders, (ii) the Trustee will distribute the Designated Amounts as set forth below and (iii) the Trustee shall promptly (but in any event within two days) provide the Rating Agencies, Standard & Poor’s and ▇M▇▇▇▇’▇ with written notice of such waiver. Any Purchaser Group Series 2009-2 Noteholder from whom the Trustee has not received a Consent on or before the Consent Period Expiration Date will be deemed not to have consented to such waiver. If the Trustee receives Consents from the Requisite Noteholders on or before the Consent Period Expiration Date, then on the immediately following Distribution Date, upon receipt of written direction from the Administrator the Trustee will pay the Designated Amounts to the Administrative Agent for the accounts of the non-consenting Purchaser Groups. Upon the receipt of funds from the Trustee pursuant to this Article V, the Administrative Agent shall pay the Designated Amounts as follows: (i) to each Non-Conduit Purchaser or Funding Agent with respect to a the non-consenting Purchaser GroupSeries 2009-2 Noteholders, such Purchaser Group’s pro rata share based on the Purchaser Group Invested Amount with respect to such Purchaser Group relative to the Purchaser Group Invested Amount with respect to all non-consenting Purchaser Groups of the Designated Amounts if any, prorata up to the amount required to reduce to zero the Purchaser Group Invested Amounts with respect to pay all Series 2009-2 Notes held by such non-consenting Purchaser GroupsSeries 2009-2 Noteholders in full; and (ii) any remaining Designated Amounts to the Series 20152009-3 2 Excess Collection Account. If the amount distributed paid pursuant to clause (i) of the preceding paragraph is not sufficient to reduce the Purchaser Group Invested Amount with respect to each non-consenting Purchaser Group to zero paid in full on the date specified therein, then on each day following such Distribution Date, the Administrator will allocate to the Series 20152009-3 2 Collection Account on a daily basis all Designated Amounts collected on such day. On each following Distribution Date, the Trustee will withdraw a portion of such Designated Amounts from the Series 20152009-3 2 Collection Account and deposit the same in the Series 20152009-3 2 Distribution Account for distribution to the Administrative Agent for the accounts of the non-consenting Purchaser Groups. Upon the receipt of funds from the Trustee pursuant to this Article V, the Administrative Agent shall pay the Designated Amounts as follows: (a) to each Non-Conduit Purchaser or Funding Agent with respect to a the non-consenting Purchaser GroupSeries 2009-2 Noteholders, such Purchaser Group’s pro rata share based on the Purchaser Group Invested Amount with respect if any, prorata an amount equal to such Purchaser Group relative to the Purchaser Group Invested Amount with respect to all non-consenting Purchaser Groups of the Designated Amounts in the Series 20152009-3 2 Collection Account as of the applicable Determination Date up to the amount required to reduce to zero aggregate outstanding principal balance of the Purchaser Group Invested Amounts with respect to all Series 2009-2 Notes held by the non-consenting Purchaser GroupsSeries 2009-2 Noteholders; and (b) any remaining Designated Amounts to the Series 20152009-32

RIGHT TO WAIVE PURCHASE RESTRICTIONS. Notwithstanding any provision to the contrary in the Indenture or the Related Documents, upon the Trustee’s receipt of notice from any Lessee, any Borrower or ABRCF that the Lessees, the Borrowers and ABRCF have determined to increase any Series 2015-3 Maximum Amount or the percentage set forth in clause (y) of any of paragraphs (ii), (iii), (iv), (v), (vi) or (vii) of the definition of Series 2015-3 Incremental Enhancement Amount, (such notice, a “Waiver Request”), each Series 2015-3 Noteholder may, at its option, waive any Series 2015-3 Maximum Amount or any increase in the Series 2015-3 Required Enhancement Amount based upon clause (y) of any of paragraphs (i) through (xiii) of the definition of the Series 2015-3 Incremental Enhancement Amount (collectively, a “Waivable Amount”) if (i) no Amortization Event exists, (ii) the Requisite Noteholders consent to such waiver and (iii) 60 days’ prior written notice of such proposed waiver is provided to the Rating Agencies, Standard & Poor’s and ▇M▇▇▇▇’▇ by the Trustee. Upon receipt by the Trustee of a Waiver Request (a copy of which the Trustee shall promptly provide to the Rating Agencies), all amounts which would otherwise be allocated to the Series 2015-3 Excess Collection Account (collectively, the “Designated Amounts”) from the date the Trustee receives a Waiver Request through the Consent Period Expiration Date will be held by the Trustee in the Series 2015-3 Collection Account for ratable distribution as described below. Within ten (10) Business Days after the Trustee receives a Waiver Request, the Trustee shall furnish notice thereof to the Administrative Agent, which notice shall be accompanied by a form of consent (each a “Consent”) in the form of Exhibit C hereto by which the Series 2015-3 Noteholders may, on or before the Consent Period Expiration Date, consent to waiver of the applicable Waivable Amount. Upon receipt of notice of a Waiver Request, the Administrative Agent shall forward a copy of such request together with the Consent to each Non-Conduit Purchaser and Funding Agent with respect to its Related Purchaser Group. If the Trustee receives the Consents from the Requisite Noteholders agreeing to waiver of the applicable Waivable Amount within forty-five (45) days after the Trustee notifies the Administrative Agent of a Waiver Request (the day on which such forty-five (45) day period expires, the “Consent Period Expiration Date”), (i) the applicable Waivable Amount shall be deemed waived by the consenting Series 2015-3 Noteholders, (ii) the Trustee will distribute the Designated Amounts as set forth below and (iii) the Trustee shall promptly (but in any event within two days) provide the Rating Agencies, Standard & Poor’s and ▇M▇▇▇▇’▇ with notice of such waiver. Any Purchaser Group from whom the Trustee has not received a Consent on or before the Consent Period Expiration Date will be deemed not to have consented to such waiver. If the Trustee receives Consents from the Requisite Noteholders on or before the Consent Period Expiration Date, then on the immediately following Distribution Date, upon receipt of written direction from the Administrator the Trustee will pay the Designated Amounts to the Administrative Agent for the accounts of the non-consenting Purchaser Groups. Upon the receipt of funds from the Trustee pursuant to this Article V, the Administrative Agent shall pay the Designated Amounts as follows: (i) to each Non-Conduit Purchaser or Funding Agent with respect to a non-consenting Purchaser Group, such Purchaser Group’s pro rata share based on the Purchaser Group Invested Amount with respect to such Purchaser Group relative to the Purchaser Group Invested Amount with respect to all non-consenting Purchaser Groups of the Designated Amounts up to the amount required to reduce to zero the Purchaser Group Invested Amounts with respect to all non-consenting Purchaser Groups; and (ii) any remaining Designated Amounts to the Series 2015-3 Excess Collection Account. If the amount distributed pursuant to clause (i) of the preceding paragraph is not sufficient to reduce the Purchaser Group Invested Amount with respect to each non-consenting Purchaser Group to zero on the date specified therein, then on each day following such Distribution Date, the Administrator will allocate to the Series 2015-3 Collection Account on a daily basis all Designated Amounts collected on such day. On each following Distribution Date, the Trustee will withdraw such Designated Amounts from the Series 2015-3 Collection Account and deposit the same in the Series 2015-3 Distribution Account for distribution to the Administrative Agent for the accounts of the non-consenting Purchaser Groups. Upon the receipt of funds from the Trustee pursuant to this Article V, the Administrative Agent shall pay the Designated Amounts as follows: (a) to each Non-Conduit Purchaser or Funding Agent with respect to a non-consenting Purchaser Group, such Purchaser Group’s pro rata share based on the Purchaser Group Invested Amount with respect to such Purchaser Group relative to the Purchaser Group Invested Amount with respect to all non-consenting Purchaser Groups of the Designated Amounts in the Series 2015-3 Collection Account as of the applicable Determination Date up to the amount required to reduce to zero the Purchaser Group Invested Amounts with respect to all non-consenting Purchaser Groups; and (b) any remaining Designated Amounts to the Series 2015-3

RIGHT TO WAIVE PURCHASE RESTRICTIONS. Notwithstanding any provision to the contrary in the Indenture or the Related Documents, upon the Trustee’s receipt of notice from any Lessee, any Borrower or ABRCF that the Lessees, the Borrowers and ABRCF have determined to increase any Series 20152010-3 6 Maximum Amount or the percentage set forth in clause (y) of any of paragraphs (ii), (iii), (iv), (v), (vi) or (vii) of the definition of Series 20152010-3 6 Incremental Enhancement Amount, (such notice, a “Waiver Request”), each Series 20152010-3 6 Noteholder may, at its option, waive any Series 20152010-3 6 Maximum Amount or any increase in the Series 20152010-3 6 Required Enhancement Amount based upon clause (y) of any of paragraphs (i) through (xiii) of the definition of the Series 20152010-3 6 Incremental Enhancement Amount (collectively, a “Waivable Amount”) if (i) no Amortization Event exists, (ii) the Requisite Noteholders consent to such waiver and (iii) 60 days’ prior written notice of such proposed waiver is provided to the Rating Agencies, Standard & Poor’s and ▇▇▇▇▇’▇ by the Trustee. Upon receipt by the Trustee of a Waiver Request (a copy of which the Trustee shall promptly provide to the Rating Agencies), all amounts which would otherwise be allocated to the Series 20152010-3 6 Excess Collection Account (collectively, the “Designated Amounts”) from the date the Trustee receives a Waiver Request through the Consent Period Expiration Date will be held by the Trustee in the Series 20152010-3 6 Collection Account for ratable distribution as described below. Within ten (10) Business Days after the Trustee receives a Waiver Request, the Trustee shall furnish notice thereof to the Administrative Agent, which notice shall be accompanied by a form of consent (each a “Consent”) in the form of Exhibit C hereto by which the Series 20152010-3 6 Noteholders may, on or before the Consent Period Expiration Date, consent to waiver of the applicable Waivable Amount. Upon receipt of notice of a Waiver Request, the Administrative Agent shall forward a copy of such request together with the Consent to each Non-Conduit Purchaser and Funding Agent with respect to its Related Purchaser Group. If the Trustee receives the Consents from the Requisite Noteholders agreeing to waiver of the applicable Waivable Amount within forty-five (45) days after the Trustee notifies the Administrative Agent of a Waiver Request (the day on which such forty-five (45) day period expires, the “Consent Period Expiration Date”), (i) the applicable Waivable Amount shall be deemed waived by the consenting Series 20152010-3 6 Noteholders, (ii) the Trustee will distribute the Designated Amounts as set forth below and (iii) the Trustee shall promptly (but in any event within two days) provide the Rating Agencies, Standard & Poor’s and ▇▇▇▇▇’▇ with notice of such waiver. Any Purchaser Group from whom the Trustee has not received a Consent on or before the Consent Period Expiration Date will be deemed not to have consented to such waiver. If the Trustee receives Consents from the Requisite Noteholders on or before the Consent Period Expiration Date, then on the immediately following Distribution Date, upon receipt of written direction from the Administrator the Trustee will pay the Designated Amounts to the Administrative Agent for the accounts of the non-consenting Purchaser Groups. Upon the receipt of funds from the Trustee pursuant to this Article V, the Administrative Agent shall pay the Designated Amounts as follows: (i) to each Non-Conduit Purchaser or Funding Agent with respect to a non-consenting Purchaser Group, such Purchaser Group’s pro rata share based on the Purchaser Group Invested Amount with respect to such Purchaser Group relative to the Purchaser Group Invested Amount with respect to all non-consenting Purchaser Groups of the Designated Amounts up to the amount required to reduce to zero the Purchaser Group Invested Amounts with respect to all non-consenting Purchaser Groups; and (ii) any remaining Designated Amounts to the Series 20152010-3 6 Excess Collection Account. If the amount distributed pursuant to clause (i) of the preceding paragraph is not sufficient to reduce the Purchaser Group Invested Amount with respect to each non-consenting Purchaser Group to zero on the date specified therein, then on each day following such Distribution Date, the Administrator will allocate to the Series 2015-3 Collection Account on a daily basis all Designated Amounts collected on such day. On each following Distribution Date, the Trustee will withdraw such Designated Amounts from the Series 2015-3 Collection Account and deposit the same in the Series 2015-3 Distribution Account for distribution to the Administrative Agent for the accounts of the non-consenting Purchaser Groups. Upon the receipt of funds from the Trustee pursuant to this Article V, the Administrative Agent shall pay the Designated Amounts as follows: (a) to each Non-Conduit Purchaser or Funding Agent with respect to a non-consenting Purchaser Group, such Purchaser Group’s pro rata share based on the Purchaser Group Invested Amount with respect to such Purchaser Group relative to the Purchaser Group Invested Amount with respect to all non-consenting Purchaser Groups of the Designated Amounts in the Series 2015-3 Collection Account as of the applicable Determination Date up to the amount required to reduce to zero the Purchaser Group Invested Amounts with respect to all non-consenting Purchaser Groups; and (b) any remaining Designated Amounts to the Series 2015-3.

RIGHT TO WAIVE PURCHASE RESTRICTIONS. Notwithstanding any provision to the contrary in the Indenture or the Related Documents, upon the Trustee’s receipt of notice from any Lessee, any Borrower or ABRCF that the Lessees, the Borrowers and ABRCF have determined to increase any Series 20152010-3 6 Maximum Amount or the percentage set forth in clause (y) of any of paragraphs (ii), (iii), (iv), (v), (vi) or (vii) of the definition of Series 20152010-3 6 Incremental Enhancement Amount, (such notice, a “Waiver Request”), each Series 20152010-3 6 Noteholder may, at its option, waive any Series 20152010-3 6 Maximum Amount or any increase in the Series 20152010-3 6 Required Enhancement Amount based upon clause (y) of any of paragraphs (iii), (iii), (iv), (v), (vi) through or (xiiivii) of the definition of the Series 20152010-3 6 Incremental Enhancement Amount (collectively, a “Waivable Amount”) if (i) no Amortization Event exists, (ii) the Requisite Noteholders consent to such waiver and (iii) 60 days’ prior written notice of such proposed waiver is provided to the Rating Agencies, Standard & Poor’s and ▇▇▇▇▇’▇ Moody’s by the Trustee. Upon receipt by the Trustee of a Waiver Request (a copy of which the Trustee shall promptly provide to the Rating Agencies), all amounts which would otherwise be allocated to the Series 20152010-3 6 Excess Collection Account (collectively, the “Designated Amounts”) from the date the Trustee receives a Waiver Request through the Consent Period Expiration Date will be held by the Trustee in the Series 20152010-3 6 Collection Account for ratable distribution as described below. Within ten (10) Business Days after the Trustee receives a Waiver Request, the Trustee shall furnish notice thereof to the Administrative Agent, which notice shall be accompanied by a form of consent (each a “Consent”) in the form of Exhibit C hereto by which the Series 20152010-3 6 Noteholders may, on or before the Consent Period Expiration Date, consent to waiver of the applicable Waivable Amount. Upon receipt of notice of a Waiver Request, the Administrative Agent shall forward a copy of such request together with the Consent to each Non-Conduit Purchaser and Funding Agent with respect to its Related Purchaser Group. If the Trustee receives the Consents from the Requisite Noteholders agreeing to waiver of the applicable Waivable Amount within forty-five (45) days after the Trustee notifies the Administrative Agent of a Waiver Request (the day on which such forty-five (45) day period expires, the “Consent Period Expiration Date”), (i) the applicable Waivable Amount shall be deemed waived by the consenting Series 20152010-3 6 Noteholders, (ii) the Trustee will distribute the Designated Amounts as set forth below and (iii) the Trustee shall promptly (but in any event within two days) provide the Rating Agencies, Standard & Poor’s and ▇▇▇▇▇’▇ Moody’s with notice of such waiver. Any Purchaser Group from whom the Trustee has not received a Consent on or before the Consent Period Expiration Date will be deemed not to have consented to such waiver. If the Trustee receives Consents from the Requisite Noteholders on or before the Consent Period Expiration Date, then on the immediately following Distribution Date, upon receipt of written direction from the Administrator the Trustee will pay the Designated Amounts to the Administrative Agent for the accounts of the non-consenting Purchaser Groups. Upon the receipt of funds from the Trustee pursuant to this Article V, the Administrative Agent shall pay the Designated Amounts as follows: (i) to each Non-Conduit Purchaser or Funding Agent with respect to a non-consenting Purchaser Group, such Purchaser Group’s pro rata share based on the Purchaser Group Invested Amount with respect to such Purchaser Group relative to the Purchaser Group Invested Amount with respect to all non-consenting Purchaser Groups of the Designated Amounts up to the amount required to reduce to zero the Purchaser Group Invested Amounts with respect to all non-consenting Purchaser Groups; and (ii) any remaining Designated Amounts to the Series 20152010-3 Excess Collection Account. If the amount distributed pursuant to clause (i) of the preceding paragraph is not sufficient to reduce the Purchaser Group Invested Amount with respect to each non-consenting Purchaser Group to zero on the date specified therein, then on each day following such Distribution Date, the Administrator will allocate to the Series 2015-3 Collection Account on a daily basis all Designated Amounts collected on such day. On each following Distribution Date, the Trustee will withdraw such Designated Amounts from the Series 2015-3 Collection Account and deposit the same in the Series 2015-3 Distribution Account for distribution to the Administrative Agent for the accounts of the non-consenting Purchaser Groups. Upon the receipt of funds from the Trustee pursuant to this Article V, the Administrative Agent shall pay the Designated Amounts as follows: (a) to each Non-Conduit Purchaser or Funding Agent with respect to a non-consenting Purchaser Group, such Purchaser Group’s pro rata share based on the Purchaser Group Invested Amount with respect to such Purchaser Group relative to the Purchaser Group Invested Amount with respect to all non-consenting Purchaser Groups of the Designated Amounts in the Series 2015-3 Collection Account as of the applicable Determination Date up to the amount required to reduce to zero the Purchaser Group Invested Amounts with respect to all non-consenting Purchaser Groups; and (b) any remaining Designated Amounts to the Series 2015-36

RIGHT TO WAIVE PURCHASE RESTRICTIONS. Notwithstanding any provision to the contrary in the Indenture or the Related Documents, upon the Trustee’s receipt of notice from any LesseeHVF (i) to the effect that a Manufacturer Program is no longer an Eligible Manufacturer Program and that, any Borrower or ABRCF that the Lesseesas a result, the Borrowers Series 2004-1 Maximum Non-Eligible Vehicle Amount is or will be exceeded or (ii) that HVF and ABRCF the Lessee have determined to increase any Series 20152004-3 1 Maximum Amount or the percentage set forth in clause (y) of any of paragraphs (ii), (iii), (iv), (v), (vi) or (vii) of the definition of Series 2015-3 Incremental Enhancement Amount, (each such notice, a “Waiver Request”), each Series 20152004-3 1 Noteholder may, at its option, waive any the Series 20152004-3 1 Maximum Non-Eligible Vehicle Amount or any increase in the other Series 20152004-3 Required Enhancement Amount based upon clause (y) of any of paragraphs (i) through (xiii) of the definition of the Series 2015-3 Incremental Enhancement 1 Maximum Amount (collectively, a “Waivable Amount”) if (i) no Amortization Event exists, (ii) the Requisite Required Noteholders with respect to the Series 2004-1 Notes and the Insurer consent to such waiver and (iii) 60 30 days’ prior written notice of such proposed waiver is provided to the Rating Agencies, Standard & Poor’s and ▇▇▇▇▇’▇ Agencies by the Trustee. Upon receipt by the Trustee of a Waiver Request (a copy of which the Trustee shall promptly provide to the Rating Agencies), all amounts which would otherwise be allocated to deposited into the Series 20152004-3 1 Excess Collection Account (collectively, the “Designated Amounts”) from the date the Trustee receives a Waiver Request through the Consent Period Expiration Date will be held by the Trustee in the Series 20152004-3 1 Collection Account for ratable distribution as described below. Within ten (10) Business Days after the Trustee receives a Waiver Request, the Trustee shall furnish notice thereof to the Administrative AgentSeries 2004-1 Noteholders and the Insurer, which notice shall be accompanied by a form of consent (each a “Consent”) in the form of Exhibit C hereto E by which the Series 20152004-3 1 Noteholders may, on or before the Consent Period Expiration Date, consent to waiver of waive the applicable Waivable Amount. Upon receipt of notice of a Waiver Request, the Administrative Agent shall forward a copy of such request together with the Consent to each Non-Conduit Purchaser and Funding Agent with respect to its Related Purchaser Group. If the Trustee receives the Consents from the Requisite Required Noteholders with respect to the Series 2004-1 Notes agreeing to waiver of waive the applicable Waivable Amount and the consent of the Insurer and within forty-five (45) days after the Trustee notifies the Administrative Agent Series 2004-1 Noteholders of a Waiver Request (the day on which such forty-five (45) day period expires, the “Consent Period Expiration Date”), (i) the applicable Waivable Amount shall be deemed waived by the consenting Series 20152004-3 1 Noteholders, (ii) the Trustee will distribute the Designated Amounts as set forth below and (iii) the Trustee shall promptly (but in any event within two days) provide the Rating Agencies, Standard & Poor’s and ▇▇▇▇▇’▇ Agency with notice of such waiver. Any Purchaser Group Series 2004-1 Noteholder from whom the Trustee has not received a Consent on or before the Consent Period Expiration Date will be deemed not to have consented to such waiver. If the Trustee receives Consents from the Requisite Required Noteholders with respect to the Series 2004-1 Notes and the consent of the Insurer on or before the Consent Period Expiration Date, then on the immediately following Distribution Payment Date, upon receipt of written direction from the Administrator the Trustee will pay the Designated Amounts to the Administrative Agent for the accounts of the non-consenting Purchaser Groups. Upon the receipt of funds from the Trustee pursuant to this Article V, the Administrative Agent shall pay the Designated Amounts as follows: (i) to each Non-Conduit Purchaser or Funding Agent with respect to a the non-consenting Purchaser GroupSeries 2004-1 Noteholders, such Purchaser Group’s if any, pro rata share based on the Purchaser Group Invested Amount with respect to such Purchaser Group relative to the Purchaser Group Invested Amount with respect to all non-consenting Purchaser Groups of the Designated Amounts up to the amount required to reduce to zero the Purchaser Group Invested Amounts with respect to pay all Series 2004-1 Notes held by such non-consenting Purchaser GroupsSeries 2004-1 Noteholders in full; and (ii) any remaining Designated Amounts to the Series 20152004-3 1 Excess Collection Account. If the amount distributed paid pursuant to clause (i) of the preceding paragraph is not sufficient to reduce the Purchaser Group Invested Amount with respect to each non-consenting Purchaser Group to zero paid in full on the date specified therein, then on each day following such Distribution Payment Date, the Administrator will allocate to deposit into the Series 20152004-3 1 Collection Account on a daily basis all Designated Amounts collected on such day. On each following Distribution Payment Date, the Trustee will withdraw a portion of such Designated Amounts from the Series 20152004-3 1 Collection Account and deposit the same in the Series 20152004-3 1 Distribution Account for distribution to the Administrative Agent for the accounts of the non-consenting Purchaser Groups. Upon the receipt of funds from the Trustee pursuant to this Article V, the Administrative Agent shall pay the Designated Amounts as follows: (aA) to each Non-Conduit Purchaser or Funding Agent with respect to a the non-consenting Purchaser GroupSeries 2004-1 Noteholders, such Purchaser Group’s if any, pro rata share based on the Purchaser Group Invested Amount with respect an amount equal to such Purchaser Group relative to the Purchaser Group Invested Amount with respect to all non-consenting Purchaser Groups of the Designated Amounts in the Series 20152004-3 1 Collection Account as of the applicable Determination Date up to the amount required to reduce to zero aggregate outstanding principal balance of the Purchaser Group Invested Amounts with respect to all Series 2004-1 Notes held by the non-consenting Purchaser GroupsSeries 2004-1 Noteholders; and (bB) any remaining Designated Amounts to the Series 20152004-31

RIGHT TO WAIVE PURCHASE RESTRICTIONS. Notwithstanding any provision to the contrary in the Indenture or the Related Documents, upon the Trustee’s receipt of notice from any LesseeHVF (i) to the effect that a Manufacturer Program is no longer an Eligible Manufacturer Program and that, any Borrower or ABRCF that the Lesseesas a result, the Borrowers Series 2004-1 Maximum Non-Eligible Vehicle Amount is or will be exceeded or (ii) that HVF and ABRCF the Lessee have determined to increase any Series 20152004-3 1 Maximum Amount or the percentage set forth in clause (y) of any of paragraphs (ii), (iii), (iv), (v), (vi) or (vii) of the definition of Series 2015-3 Incremental Enhancement Amount, (each such notice, a “Waiver Request”), each Series 20152004-3 1 Noteholder may, at its option, waive any the Series 20152004-3 1 Maximum Non-Eligible Vehicle Amount or any increase in the other Series 20152004-3 Required Enhancement Amount based upon clause (y) of any of paragraphs (i) through (xiii) of the definition of the Series 2015-3 Incremental Enhancement 1 Maximum Amount (collectively, a “Waivable Amount”) if (i) no Amortization Event exists, (ii) the Requisite Required Noteholders with respect to the Series 2004-1 Notes and the Insurer consent to such waiver and (iii) 60 30 days’ prior written notice of such proposed waiver is provided to the Rating Agencies, Standard & Poor’s and ▇▇▇▇▇’▇ Agencies by the Trustee. Upon receipt by the Trustee of a Waiver Request (a copy of which the Trustee shall promptly provide to the Rating Agencies), all amounts which would otherwise be allocated to deposited into the Series 20152004-3 1 Excess Collection Account (collectively, the “Designated Amounts”) from the date the Trustee receives a Waiver Request through the Consent Period Expiration Date will be held by the Trustee in the Series 20152004-3 1 Collection Account for ratable distribution as described below. Within ten (10) Business Days after the Trustee receives a Waiver Request, the Trustee shall furnish notice thereof to the Administrative AgentSeries 2004-1 Noteholders and the Insurer, which notice shall be accompanied by a form of consent (each a “Consent”) in the form of Exhibit C hereto E by which the Series 20152004-3 1 Noteholders may, on or before the Consent Period Expiration Date, consent to waiver of waive the applicable Waivable Amount. Upon receipt of notice of a Waiver Request, the Administrative Agent shall forward a copy of such request together with the Consent to each Non-Conduit Purchaser and Funding Agent with respect to its Related Purchaser Group. If the Trustee receives the Consents from the Requisite Required Noteholders with respect to the Series 2004-1 Notes agreeing to waiver of waive the applicable Waivable Amount and the consent of the Insurer and within forty-five (45) days after the Trustee notifies the Administrative Agent Series 2004-1 Noteholders of a Waiver Request (the day on which such forty-five (45) day period expires, the “Consent Period Expiration Date”), (i) the applicable Waivable Amount shall be deemed waived by the consenting Series 20152004-3 1 Noteholders, (ii) the Trustee will distribute the Designated Amounts as set forth below and (iii) the Trustee shall promptly (but in any event within two days) provide the Rating Agencies, Standard & Poor’s and ▇▇▇▇▇’▇ Agency with notice of such waiver. Any Purchaser Group Series 2004-1 Noteholder from whom the Trustee has not received a Consent on or before the Consent Period Expiration Date will be deemed not to have consented to such waiver. If the Trustee receives Consents from the Requisite Required Noteholders with respect to the Series 2004-1 Notes and the consent of the Insurer on or before the Consent Period Expiration Date, then on the immediately following Distribution Payment Date, upon receipt of written direction from the Administrator the Trustee will pay the Designated Amounts to the Administrative Agent for the accounts of the non-consenting Purchaser Groups. Upon the receipt of funds from the Trustee pursuant to this Article V, the Administrative Agent shall pay the Designated Amounts as follows: (i) to each Non-Conduit Purchaser or Funding Agent with respect to a the non-consenting Purchaser GroupSeries 2004-1 Noteholders, such Purchaser Group’s if any, pro rata share based on the Purchaser Group Invested Amount with respect to such Purchaser Group relative to the Purchaser Group Invested Amount with respect to all non-consenting Purchaser Groups of the Designated Amounts up to the amount required to reduce to zero the Purchaser Group Invested Amounts with respect to pay all Series 2004-1 Notes held by such non-consenting Purchaser GroupsSeries 2004-1 Noteholders in full; and (ii) any remaining Designated Amounts to the Series 20152004-3 1 Excess Collection Account. If the amount distributed paid pursuant to clause (i) of the preceding paragraph is not sufficient to reduce the Purchaser Group Invested Amount with respect to each non-consenting Purchaser Group to zero paid in full on the date specified therein, then on each day following such Distribution Payment Date, the Administrator will allocate to deposit into the Series 20152004-3 1 Collection Account on a daily basis all Designated Amounts collected on such day. On each following Distribution Payment Date, the Trustee will withdraw a portion of such Designated Amounts from the Series 20152004-3 1 Collection Account and deposit the same in the Series 20152004-3 1 Distribution Account for distribution to the Administrative Agent for the accounts of the non-consenting Purchaser Groups. Upon the receipt of funds from the Trustee pursuant to this Article V, the Administrative Agent shall pay the Designated Amounts as follows: (aA) to each Non-Conduit Purchaser or Funding Agent with respect to a the non-consenting Purchaser GroupSeries 2004-1 Noteholders, such Purchaser Group’s if any, pro rata share based on the Purchaser Group Invested Amount with respect an amount equal to such Purchaser Group relative to the Purchaser Group Invested Amount with respect to all non-consenting Purchaser Groups of the Designated Amounts in the Series 20152004-3 1 Collection Account as of the applicable Determination Date up to the amount required to reduce to zero aggregate outstanding principal balance of the Purchaser Group Invested Amounts with respect to all Series 2004-1 Notes held by the non-consenting Purchaser GroupsSeries 2004-1 Noteholders; and (bB) any remaining Designated Amounts to the Series 20152004-31 Excess Collection Account. If the Required Noteholders with respect to the Series 2004-1 Notes or the Insurer does not timely consent to such waiver, the Designated Amounts will be withdrawn from the Series 2004-1 Collection Account and deposited into the Series 2004-1 Excess Collection Account for distribution in accordance with the terms of the Indenture and the Related Documents. In the event that the Series 2004-1 Rapid Amortization Period shall commence after receipt by the Trustee of a Waiver Request, all such Designated Amounts will thereafter be considered Principal Collections allocated to the Series 2004-1 Noteholders.