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 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 AFC-II have determined to increase any Series 2002-1 Maximum Amount, (such notice, a "Waiver Request"), each Series 2002-1 Noteholder may, at its option, waive the Series 2002-1 Maximum Non-Program Vehicle Amount or any other Series 2002-1 Maximum 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 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 2002-1 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 2002-1 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 Series 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 B hereto by which the Series 2002-1 Noteholders may, on or before the Consent Period Expiration Date, consent to waiver of the applicable Series 2002-1 Maximum Amount. If the Trustee receives the consent of the Surety Provider and Consents from the Requisite Noteholders agreeing to waiver of the applicable Series 2002-1 Maximum Amount within forty-five (45) days after the Trustee notifies the 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 Series 2002-1 Maximum Amount shall be deemed waived by the consenting Series 2002-1 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 Agency with notice of such waiver. Any 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, the Trustee will pay the Designated Amounts as follows: (i) to the non-consenting Series 2002-1 Noteholders, if any, PRO RATA up to the amount required to pay all Series 2002-1 Notes held by such non-consenting Series 2002-1 Noteholders in full; and (ii) any remaining Designated Amounts to the Series 2002-1

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 ’s receipt of notice from any Lessee, any Borrower or 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) CRCF that the LesseesLes­sees, the Borrowers and AFC-II CRCF have determined to increase in­crease any Series 20022006-1 Maximum Amount, (such notice, a "“Waiver Request"”), each Series 20022006-1 Noteholder Note­holder may, at its option, waive the any Series 2002-1 Maximum Non-Program Vehicle Amount or any other Series 20022006-1 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 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 20022006-1 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 20022006-1 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 Series 20022006-1 Noteholders and the Surety Provider, which notice shall be accompanied by a form of consent (each a "“Consent"”) in the form of EXHIBIT Exhibit B hereto by which the Series 20022006-1 Noteholders may, on or before the Consent Period Expiration Date, consent to waiver of the applicable Series 2002-1 Maximum Waivable Amount. If the Trustee receives the consent of the Surety Provider Provid­er and Consents from the Requisite Noteholders agreeing to waiver of the applicable Series 2002-1 Maximum Waivable Amount within forty-five (45) days after the Trustee notifies the Series 20022006-1 Noteholders of a Waiver Request (the day on which such forty-five (45) day period expires, the "“Consent Period Expiration Date"”), (i) the applicable Series 2002-1 Maximum Waivable Amount shall be deemed waived by the consenting Series 20022006-1 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 Agency with notice of such waiver. Any Series 20022006-1 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, the Trustee will pay the Designated Amounts as follows: (i) to the non-consenting Series 20022006-1 Noteholders, if any, PRO RATA prorata up to the amount required to pay all Series 20022006-1 Notes held by such non-consenting Series 20022006-1 Noteholders in full; and (ii) any remaining Designated Amounts to the Series 20022006-1 Excess Collection Account. If the amount paid pursuant to clause (i) of the preceding paragraph is not paid in full on the date specified therein, then on each day following such Dis­tribution Date, the Admin­istrator will allocate to the Series 2006-1 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 2006-1 Collection Account and deposit the same in the Series 2006-1 Distribution Account for distribution as follows: (a) to the non-consenting Series 2006-1 Noteholders, if any, prorata an amount equal to the Designated Amounts in the Series 2006-1 Collection Account as of the applicable Determination Date up to the aggregate outstanding principal balance of the Series 2006-1 Notes held by the non-consenting Series 2006-1 Noteholders; and (b) any remaining Designated Amounts to the Series 2006-1

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 AFC-II (i) to the effect that a Manufacturer Program is no longer an Eligible Manufacturer Program and that, as a result, the Series 20022001-1 Maximum Non-Program Vehicle Amount is or will be exceeded or (ii) that the Lessees, the Borrowers and AFC-II have determined to increase any Series 20022001-1 Maximum Amount, (such notice, a "Waiver Request"), each Series 20022001-1 Noteholder may, at its option, waive the Series 20022001-1 Maximum Non-Program Vehicle Amount or any other Series 20022001-1 Maximum 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 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 20022001-1 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 20022001-1 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 Series 20022001-1 Noteholders and the Surety Provider, which notice shall be accompanied by a form of consent (each a "Consent") in the form of EXHIBIT B hereto by which the Series 20022001-1 Noteholders may, on or before the Consent Period Expiration Date, consent to waiver of the applicable Series 20022001-1 Maximum Amount. If the Trustee receives the consent of the Surety Provider and Consents from the Requisite Noteholders agreeing to waiver of the applicable Series 20022001-1 Maximum Amount within forty-five (45) days after the Trustee notifies the Series 20022001-1 Noteholders of a Waiver Request (the day on which such forty-five (45) day period expires, the "Consent Period Expiration Date"), (i) the applicable Series 20022001-1 Maximum Amount shall be deemed waived by the consenting Series 20022001-1 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 Agency with notice of such waiver. Any Series 20022001-1 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, the Trustee will pay the Designated Amounts as follows: (i) to the non-consenting Series 20022001-1 Noteholders, if any, PRO RATA up to the amount required to pay all Series 20022001-1 Notes held by such non-consenting Series 20022001-1 Noteholders in full; and (ii) any remaining Designated Amounts to the Series 20022001-1 Excess Collection Account. If the amount paid pursuant to clause (i) of the preceding paragraph is not paid in full on the date specified therein, then on each day following such Distribution Date, the Administrator will allocate to the Series 2001-1 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 2001-1 Collection Account and deposit the same in the Series 2001-1 Distribution Account for distribution as follows: (a) to the non-consenting Series 2001-1 Noteholders, if any, PRO RATA an amount equal to the Designated Amounts in the Series 2001-1 Collection Account as of the applicable Determination Date up to the aggregate outstanding principal balance of the Series 2001-1 Notes held by the non-consenting Series 2001-1 Noteholders; and (b) any remaining Designated Amounts to the Series 2001-1

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 AFC-II (i) to the effect that a Manufacturer Program is no longer an Eligible Manufacturer Program and that, as a result, the Series 20022003-1 3 Maximum Non-Program Vehicle Amount is or will be exceeded or (ii) that the Lessees, the Borrowers and AFC-II have determined to increase any Series 20022003-1 3 Maximum Amount, (such notice, a "Waiver RequestWAIVER REQUEST"), each Series 20022003-1 3 Noteholder may, at its option, waive the Series 20022003-1 3 Maximum Non-Program Vehicle Amount or any other Series 20022003-1 3 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 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 20022003-1 3 Excess Collection Account (collectively, the "Designated AmountsDESIGNATED 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 20022003-1 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 Series 20022003-1 3 Noteholders and the Surety Provider, which notice shall be accompanied by a form of consent (each a "ConsentCONSENT") in the form of EXHIBIT B hereto by which the Series 20022003-1 3 Noteholders may, on or before the Consent Period Expiration Date, consent to waiver of the applicable Series 2002-1 Maximum Waivable Amount. If the Trustee receives the consent of the Surety Provider and Consents from the Requisite Noteholders agreeing to waiver of the applicable Series 2002-1 Maximum Waivable Amount within forty-five (45) days after the Trustee notifies the Series 20022003-1 3 Noteholders of a Waiver Request (the day on which such forty-five (45) day period expires, the "Consent Period Expiration DateCONSENT PERIOD EXPIRATION DATE"), (i) the applicable Series 2002-1 Maximum Waivable Amount shall be deemed waived by the consenting Series 20022003-1 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 Agency with notice of such waiver. Any Series 20022003-1 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, the Trustee will pay the Designated Amounts as follows: (i) to the non-consenting Series 20022003-1 3 Noteholders, if any, PRO RATA up to the amount required to pay all Series 20022003-1 3 Notes held by such non-consenting Series 20022003-1 3 Noteholders in full; and (ii) any remaining Designated Amounts to the Series 20022003-13 Excess Collection Account. If the amount paid pursuant to clause (i) of the preceding paragraph is not paid in full on the date specified therein, then on each day following such Distribution Date, the Administrator will allocate to the Series 2003-3 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 2003-3 Collection Account and deposit the same in the Series 2003-3 Distribution Account for distribution as follows: (a) to the non-consenting Series 2003-3 Noteholders, if any, PRO RATA an amount equal to the Designated Amounts in the Series 2003-3 Collection Account as of the applicable Determination Date up to the aggregate outstanding principal balance of the Series 2003-3 Notes held by the non-consenting Series 2003-3 Noteholders; and (b) any remaining Designated Amounts to the Series 2003-3

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 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) ABRCF that the Lessees, the Borrowers and AFC-II ABRCF have determined to increase any Series 20022010-1 6 Maximum Amount or the percentage set forth in clause (y) of any of paragraphs (ii), (iii), (iv), (v), (vi) or (vii) of the definition of Series 2010-6 Incremental Enhancement Amount, (such notice, a "“Waiver Request"”), each Series 20022010-1 6 Noteholder may, at its option, waive the any Series 20022010-1 6 Maximum Non-Program Vehicle Amount or any other increase in the Series 20022010-1 Maximum 6 Required Enhancement Amount based upon clause (y) of any of paragraphs (ii), (iii), (iv), (v), (vi) or (vii) of the definition of the Series 2010-6 Incremental Enhancement Amount (collectively, a “Waivable Amount”) if (i) no Amortization Event exists, (ii) the Requisite Noteholders 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 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 20022010-1 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 20022010-1 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 Series 2002-1 Noteholders and the Surety ProviderAdministrative Agent, which notice shall be accompanied by a form of consent (each a "“Consent"”) in the form of EXHIBIT B Exhibit C hereto by which the Series 20022010-1 6 Noteholders may, on or before the Consent Period Expiration Date, consent to waiver of the applicable Series 2002Waivable 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-1 Maximum AmountConduit 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 Series 2002-1 Maximum Waivable Amount within forty-five (45) days after the Trustee notifies the Series 2002-1 Noteholders 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 Series 2002-1 Maximum Waivable Amount shall be deemed waived by the consenting Series 20022010-1 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 Agency Agencies, Standard & Poor’s and Moody’s with notice of such waiver. Any Series 2002-1 Noteholder 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 the each Non-Conduit Purchaser or Funding Agent with respect to a non-consenting Series 2002Purchaser 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-1 Noteholders, if any, PRO RATA consenting Purchaser Groups of the Designated Amounts up to the amount required to pay reduce to zero the Purchaser Group Invested Amounts with respect to all Series 2002-1 Notes held by such non-consenting Series 2002-1 Noteholders in fullPurchaser Groups; and (ii) any remaining Designated Amounts to the Series 20022010-16

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 AFC-II HVF (i) to the effect that a Manufacturer Program is no longer an Eligible Manufacturer Program and that, as a result, the Series 20022004-1 Maximum Non-Program Eligible Vehicle Amount is or will be exceeded or (ii) that HVF and the Lessees, the Borrowers and AFC-II Lessee have determined to increase any Series 20022004-1 Maximum Amount, (each such notice, a "“Waiver Request"”), each Series 20022004-1 Noteholder may, at its option, waive the Series 20022004-1 Maximum Non-Program Eligible Vehicle Amount or any other Series 20022004-1 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 Surety Provider Insurer consent to such waiver and (iii) 60 30 days' ’ prior written notice of such proposed waiver is provided to the Rating 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 20022004-1 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 20022004-1 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 Series 20022004-1 Noteholders and the Surety ProviderInsurer, which notice shall be accompanied by a form of consent (each a "“Consent"”) in the form of EXHIBIT B hereto Exhibit E by which the Series 20022004-1 Noteholders may, on or before the Consent Period Expiration Date, consent to waiver of waive the applicable Series 2002-1 Maximum Waivable Amount. If the Trustee receives Consents from the Required Noteholders with respect to the Series 2004-1 Notes agreeing to waive the applicable Waivable Amount and the consent of the Surety Provider Insurer and Consents from the Requisite Noteholders agreeing to waiver of the applicable Series 2002-1 Maximum Amount within forty-five (45) days after the Trustee notifies the Series 20022004-1 Noteholders of a Waiver Request (the day on which such forty-five (45) day period expires, the "“Consent Period Expiration Date"”), (i) the applicable Series 2002-1 Maximum Waivable Amount shall be deemed waived by the consenting Series 20022004-1 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 Agency with notice of such waiver. Any Series 20022004-1 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, the Trustee will pay the Designated Amounts as follows: (i) to the non-consenting Series 20022004-1 Noteholders, if any, PRO RATA pro rata up to the amount required to pay all Series 20022004-1 Notes held by such non-consenting Series 20022004-1 Noteholders in full; and (ii) any remaining Designated Amounts to the Series 20022004-1 Excess Collection Account. If the amount paid pursuant to clause (i) of the preceding paragraph is not paid in full on the date specified therein, then on each day following such Payment Date, the Administrator will deposit into the Series 2004-1 Collection Account on a daily basis all Designated Amounts collected on such day. On each following Payment Date, the Trustee will withdraw a portion of such Designated Amounts from the Series 2004-1 Collection Account and deposit the same in the Series 2004-1 Distribution Account for distribution as follows: (A) to the non-consenting Series 2004-1 Noteholders, if any, pro rata an amount equal to the Designated Amounts in the Series 2004-1 Collection Account as of the applicable Determination Date up to the aggregate outstanding principal balance of the Series 2004-1 Notes held by the non-consenting Series 2004-1 Noteholders; and (B) any remaining Designated Amounts to the Series 2004-1

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 AFC-II (i) to the effect that a Manufacturer Program is no longer an Eligible Manufacturer Program and that, as a result, the Series 20022003-1 3 Maximum Non-Program Vehicle Amount is or will be exceeded or (ii) that the Lessees, the Borrowers and AFC-II have determined to increase any Series 20022003-1 3 Maximum Amount, (such notice, a "“Waiver Request"”), each Series 20022003-1 3 Noteholder may, at its option, waive the Series 20022003-1 3 Maximum Non-Program Vehicle Amount or any other Series 20022003-1 3 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 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 20022003-1 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 20022003-1 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 Series 20022003-1 3 Noteholders and the Surety Provider, which notice shall be accompanied by a form of consent (each a "“Consent"”) in the form of EXHIBIT Exhibit B hereto by which the Series 20022003-1 3 Noteholders may, on or before the Consent Period Expiration Date, consent to waiver of the applicable Series 2002-1 Maximum Waivable Amount. If the Trustee receives the consent of the Surety Provider and Consents from the Requisite Noteholders agreeing to waiver of the applicable Series 2002-1 Maximum Waivable Amount within forty-five (45) days after the Trustee notifies the Series 20022003-1 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 Series 2002-1 Maximum Waivable Amount shall be deemed waived by the consenting Series 20022003-1 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 Agency with notice of such waiver. Any Series 20022003-1 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, the Trustee will pay the Designated Amounts as follows: (i) to the non-consenting Series 20022003-1 3 Noteholders, if any, PRO RATA pro rata up to the amount required to pay all Series 20022003-1 3 Notes held by such non-consenting Series 20022003-1 3 Noteholders in full; and (ii) any remaining Designated Amounts to the Series 20022003-13 Excess Collection Account. If the amount paid pursuant to clause (i) of the preceding paragraph is not paid in full on the date specified therein, then on each day following such Distribution Date, the Administrator will allocate to the Series 2003-3 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 2003-3 Collection Account and deposit the same in the Series 2003-3 Distribution Account for distribution as follows: (a) to the non-consenting Series 2003-3 Noteholders, if any, pro rata an amount equal to the Designated Amounts in the Series 2003-3 Collection Account as of the applicable Determination Date up to the aggregate outstanding principal balance of the Series 2003-3 Notes held by the non-consenting Series 2003-3 Noteholders; and (b) any remaining Designated Amounts to the Series 2003-3

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 AFC-II (i) to the effect that a Manufacturer Program is no longer an Eligible Manufacturer Program and that, as a result, the Series 20022000-1 3 Maximum Non-Program Vehicle Amount is or will be exceeded or (ii) that the Lessees, the Borrowers and AFC-II have determined to increase any Series 20022000-1 3 Maximum Amount, (such notice, a "Waiver Request"), each Series 20022000-1 3 Noteholder may, at its option, waive the Series 20022000-1 3 Maximum Non-Program Vehicle Amount or any other Series 20022000-1 3 Maximum 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 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 20022000-1 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 20022000-1 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 Series 20022000-1 3 Noteholders and the Surety Provider, which notice shall be accompanied by a form of consent (each a "Consent") in the form of EXHIBIT B hereto by which the Series 20022000-1 3 Noteholders may, on or before the Consent Period Expiration Date, consent to waiver of the applicable Series 20022000-1 3 Maximum Amount. If the Trustee receives the consent of the Surety Provider and Consents from the Requisite Noteholders agreeing to waiver of the applicable Series 20022000-1 3 Maximum Amount within forty-five (45) days after the Trustee notifies the Series 20022000-1 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 Series 20022000-1 3 Maximum Amount shall be deemed waived by the consenting Series 20022000-1 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 Agency with notice of such waiver. Any Series 20022000-1 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, the Trustee will pay the Designated Amounts as follows: (i) to the non-consenting Series 20022000-1 3 Noteholders, if any, PRO RATA up to the amount required to pay all Series 20022000-1 3 Notes held by such non-consenting Series 20022000-1 3 Noteholders in full; and (ii) any remaining Designated Amounts to the Series 20022000-13 Excess Collection Account. If the amount paid pursuant to clause (i) of the preceding paragraph is not paid in full on the date specified therein, then on each day following such Distribution Date, the Administrator will allocate to the Series 2000-3 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 2000-3 Collection Account and deposit the same in the Series 2000-3 Distribution Account for distribution as follows: (a) to the non-consenting Series 2000-3 Noteholders, if any, PRO RATA an amount equal to the Designated Amounts in the Series 2000-3 Collection Account as of the applicable Determination Date up to the aggregate outstanding principal balance of the Series 2000-3 Notes held by the non-consenting Series 2000-3 Noteholders; and (b) any remaining Designated Amounts to the Series 2000-3

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 ’s receipt of notice from any Lessee, any Borrower or AFC-II CRCF (i) to the effect that a Manufacturer Program is no longer an Eligible Manufacturer Program and that, as a result, the Series 20022005-1 Maximum Non-Program Vehicle Amount is or will be exceeded or (ii) that the Lessees, the Borrowers and AFC-II CRCF have determined to increase in-crease any Series 20022005-1 Maximum Amount, (such notice, a "“Waiver Request"”), each Series 20022005-1 Noteholder Note-holder may, at its option, waive the Series 20022005-1 Maximum Non-Program Vehicle Amount or any other Series 20022005-1 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 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 20022005-1 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 20022005-1 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 Series 20022005-1 Noteholders and the Surety Provider, which notice shall be accompanied by a form of consent (each a "“Consent"”) in the form of EXHIBIT Exhibit B hereto by which the Series 20022005-1 Noteholders may, on or before the Consent Period Expiration Date, consent to waiver of the applicable Series 2002-1 Maximum Waivable Amount. If the Trustee receives the consent of the Surety Provider and Consents from the Requisite Noteholders agreeing to waiver of the applicable Series 2002-1 Maximum Waivable Amount within forty-five (45) days after the Trustee notifies the Series 20022005-1 Noteholders of a Waiver Request (the day on which such forty-five (45) day period expires, the "“Consent Period Expiration Date"”), (i) the applicable Series 2002-1 Maximum Waivable Amount shall be deemed waived by the consenting Series 20022005-1 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 Agency with notice of such waiver. Any Series 20022005-1 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, the Trustee will pay the Designated Amounts as follows: (i) to the non-consenting Series 20022005-1 Noteholders, if any, PRO RATA pro rata up to the amount required to pay all Series 20022005-1 Notes held by such non-consenting Series 20022005-1 Noteholders in full; and (ii) any remaining Designated Amounts to the Series 20022005-1 Excess Collection Account. If the amount paid pursuant to clause (i) of the preceding paragraph is not paid in full on the date specified therein, then on each day following such Dis-tribution Date, the Administrator will allocate to the Series 2005-1 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 2005-1 Collection Account and deposit the same in the Series 2005-1 Distribution Account for distribution as follows: (a) to the non-consenting Series 2005-1 Noteholders, if any, pro rata an amount equal to the Designated Amounts in the Series 2005-1 Collection Account as of the applicable Determination Date up to the aggregate outstanding principal balance of the Series 2005-1 Notes held by the non-consenting Series 2005-1 Noteholders; and (b) any remaining Designated Amounts to the Series 2005-1

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 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) ABRCF that the Lessees, the Borrowers and AFC-II ABRCF have determined to increase any Series 20022010-1 6 Maximum Amount or the percentage set forth in clause (y) of any of paragraphs (ii), (iii), (iv), (v), (vi) or (vii) of the definition of Series 2010-6 Incremental Enhancement Amount, (such notice, a "“Waiver Request"”), each Series 20022010-1 6 Noteholder may, at its option, waive the any Series 20022010-1 6 Maximum Non-Program Vehicle Amount or any other increase in the Series 20022010-1 Maximum 6 Required Enhancement Amount based upon clause (y) of any of paragraphs (i) through (xiii) of the definition of the Series 2010-6 Incremental Enhancement Amount (collectively, a “Waivable Amount”) if (i) no Amortization Event exists, (ii) the Requisite Noteholders 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 Agencies, Standard & Poor’s and Xxxxx’x 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 20022010-1 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 20022010-1 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 Series 2002-1 Noteholders and the Surety ProviderAdministrative Agent, which notice shall be accompanied by a form of consent (each a "“Consent"”) in the form of EXHIBIT B Exhibit C hereto by which the Series 20022010-1 6 Noteholders may, on or before the Consent Period Expiration Date, consent to waiver of the applicable Series 2002Waivable 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-1 Maximum AmountConduit 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 Series 2002-1 Maximum Waivable Amount within forty-five (45) days after the Trustee notifies the Series 2002-1 Noteholders 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 Series 2002-1 Maximum Waivable Amount shall be deemed waived by the consenting Series 20022010-1 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 Agency Agencies, Standard & Poor’s and Xxxxx’x with notice of such waiver. Any Series 2002-1 Noteholder 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 the each Non-Conduit Purchaser or Funding Agent with respect to a non-consenting Series 2002Purchaser 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-1 Noteholders, if any, PRO RATA consenting Purchaser Groups of the Designated Amounts up to the amount required to pay reduce to zero the Purchaser Group Invested Amounts with respect to all Series 2002-1 Notes held by such non-consenting Series 2002-1 Noteholders in fullPurchaser Groups; and (ii) any remaining Designated Amounts to the Series 20022010-16 Excess Collection Account.

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 ’s receipt of notice from any Lessee, any Borrower or AFC-II (i) to the effect that a Manufacturer Program is no longer an Eligible Manufacturer Program and that, as a result, the Series 20022004-1 2 Maximum Non-Program Vehicle Amount is or will be exceeded or (ii) that the Lessees, the Borrowers and AFC-II have determined to increase any Series 20022004-1 2 Maximum Amount, (such notice, a "“Waiver Request"”), each Series 20022004-1 2 Noteholder may, at its option, waive the Series 20022004-1 2 Maximum Non-Program Vehicle Amount or any other Series 20022004-1 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 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 20022004-1 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 20022004-1 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 Series 20022004-1 2 Noteholders and the Surety Provider, which notice shall be accompanied by a form of consent (each a "“Consent"”) in the form of EXHIBIT Exhibit B hereto by which the Series 20022004-1 2 Noteholders may, on or before the Consent Period Expiration Date, consent to waiver of the applicable Series 2002-1 Maximum Waivable Amount. If the Trustee receives the consent of the Surety Provider and Consents from the Requisite Noteholders agreeing to waiver of the applicable Series 2002-1 Maximum Waivable Amount within forty-five (45) days after the Trustee notifies the Series 20022004-1 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 Series 2002-1 Maximum Waivable Amount shall be deemed waived by the consenting Series 20022004-1 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 Agency with notice of such waiver. Any Series 20022004-1 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, the Trustee will pay the Designated Amounts as follows: (i) to the non-consenting Series 20022004-1 2 Noteholders, if any, PRO RATA pro rata up to the amount required to pay all Series 20022004-1 2 Notes held by such non-consenting Series 20022004-1 2 Noteholders in full; and (ii) any remaining Designated Amounts to the Series 20022004-12 Excess Collection Account. If the amount paid pursuant to clause (i) of the preceding paragraph is not paid in full on the date specified therein, then on each day following such Distribution Date, the Administrator will allocate to the Series 2004-2 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 2004-2 Collection Account and deposit the same in the Series 2004-2 Distribution Account for distribution as follows: (a) to the non-consenting Series 2004-2 Noteholders, if any, pro rata an amount equal to the Designated Amounts in the Series 2004-2 Collection Account as of the applicable Determination Date up to the aggregate outstanding principal balance of the Series 2004-2 Notes held by the non-consenting Series 2004-2 Noteholders; and (b) any remaining Designated Amounts to the Series 2004-2

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 AFC-II (i) to the effect that a Manufacturer Program is no longer an Eligible Manufacturer Program and that, as a result, the Series 20022003-1 2 Maximum Non-Program Vehicle Amount is or will be exceeded or (ii) that the Lessees, the Borrowers and AFC-II have determined to increase any Series 20022003-1 2 Maximum Amount, (such notice, a "Waiver RequestWAIVER REQUEST"), each Series 20022003-1 2 Noteholder may, at its option, waive the Series 20022003-1 2 Maximum Non-Program Vehicle Amount or any other Series 20022003-1 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 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 20022003-1 2 Excess Collection Account (collectively, the "Designated AmountsDESIGNATED 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 20022003-1 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 Series 20022003-1 2 Noteholders and the Surety Provider, which notice shall be accompanied by a form of consent (each a "ConsentCONSENT") in the form of EXHIBIT B hereto by which the Series 20022003-1 2 Noteholders may, on or before the Consent Period Expiration Date, consent to waiver of the applicable Series 2002-1 Maximum Waivable Amount. If the Trustee receives the consent of the Surety Provider and Consents from the Requisite Noteholders agreeing to -44- waiver of the applicable Series 2002-1 Maximum Waivable Amount within forty-five (45) days after the Trustee notifies the Series 20022003-1 2 Noteholders of a Waiver Request (the day on which such forty-five (45) day period expires, the "Consent Period Expiration DateCONSENT PERIOD EXPIRATION DATE"), (i) the applicable Series 2002-1 Maximum Waivable Amount shall be deemed waived by the consenting Series 20022003-1 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 Agency with notice of such waiver. Any Series 20022003-1 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, the Trustee will pay the Designated Amounts as follows: (i) to the non-consenting Series 20022003-1 2 Noteholders, if any, PRO RATA up to the amount required to pay all Series 20022003-1 2 Notes held by such non-consenting Series 20022003-1 2 Noteholders in full; and (ii) any remaining Designated Amounts to the Series 20022003-12 Excess Collection Account. If the amount paid pursuant to clause (i) of the preceding paragraph is not paid in full on the date specified therein, then on each day following such Distribution Date, the Administrator will allocate to the Series 2003-2 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 2003-2 Collection Account and deposit the same in the Series 2003-2 Distribution Account for distribution as follows: (a) to the non-consenting Series 2003-2 Noteholders, if any, PRO RATA an amount equal to the Designated Amounts in the Series 2003-2 Collection Account as of the applicable Determination Date up to the aggregate outstanding principal balance of the Series 2003-2 Notes held by the non-consenting Series 2003-2 Noteholders; and (b) any remaining Designated Amounts to the Series 2003-2

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 AFC-II HVF (i) to the effect that a Manufacturer Program is no longer an Eligible Manufacturer Program and that, as a result, the Series 20022004-1 Maximum Non-Program Eligible Vehicle Amount is or will be exceeded or (ii) that HVF and the Lessees, the Borrowers and AFC-II Lessee have determined to increase any Series 20022004-1 Maximum Amount, (each such notice, a "“Waiver Request"”), each Series 20022004-1 Noteholder may, at its option, waive the Series 20022004-1 Maximum Non-Program Eligible Vehicle Amount or any other Series 20022004-1 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 Surety Provider Insurer consent to such waiver and (iii) 60 30 days' ’ prior written notice of such proposed waiver is provided to the Rating 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 20022004-1 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 20022004-1 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 Series 20022004-1 Noteholders and the Surety ProviderInsurer, which notice shall be accompanied by a form of consent (each a "“Consent"”) in the form of EXHIBIT B hereto Exhibit E by which the Series 20022004-1 Noteholders may, on or before the Consent Period Expiration Date, consent to waiver of waive the applicable Series 2002-1 Maximum Waivable Amount. If the Trustee receives Consents from the Required Noteholders with respect to the Series 2004-1 Notes agreeing to waive the applicable Waivable Amount and the consent of the Surety Provider Insurer and Consents from the Requisite Noteholders agreeing to waiver of the applicable Series 2002-1 Maximum Amount within forty-five (45) days after the Trustee notifies the Series 20022004-1 Noteholders of a Waiver Request (the day on which such forty-five (45) day period expires, the "“Consent Period Expiration Date"”), (i) the applicable Series 2002-1 Maximum Waivable Amount shall be deemed waived by the consenting Series 20022004-1 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 Agency with notice of such waiver. Any Series 20022004-1 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, the Trustee will pay the Designated Amounts as follows: (i) to the non-consenting Series 20022004-1 Noteholders, if any, PRO RATA pro rata up to the amount required to pay all Series 20022004-1 Notes held by such non-consenting Series 20022004-1 Noteholders in full; and (ii) any remaining Designated Amounts to the Series 20022004-11 Excess Collection Account. If the amount paid pursuant to clause (i) of the preceding paragraph is not paid in full on the date specified therein, then on each day following such Payment Date, the Administrator will deposit into the Series 2004-1 Collection Account on a daily basis all Designated Amounts collected on such day. On each following Payment Date, the Trustee will withdraw a portion of such Designated Amounts from the Series 2004-1 Collection Account and deposit the same in the Series 2004-1 Distribution Account for distribution as follows: (A) to the non-consenting Series 2004-1 Noteholders, if any, pro rata an amount equal to the Designated Amounts in the Series 2004-1 Collection Account as of the applicable Determination Date up to the aggregate outstanding principal balance of the Series 2004-1 Notes held by the non-consenting Series 2004-1 Noteholders; and (B) any remaining Designated Amounts to the Series 2004-1 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.

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 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 2002-1 4 Maximum Non-Program Vehicle Amount is or will be exceeded or (ii) that the Lessees, the Borrowers and AFC-II have determined to increase any Series 2002-1 4 Maximum Amount, Amount (such notice, a "Waiver RequestWAIVER REQUEST"), each Series 2002-1 4 Noteholder may, at its option, waive the Series 2002-1 4 Maximum Non-Program Vehicle Amount or Amount, any other Series 2002-1 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 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 2002-1 4 Excess Collection Account (collectively, the "Designated AmountsDESIGNATED 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 2002-1 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 Series 2002-1 Noteholders and the Surety ProviderAdministrative Agent, which notice shall be accompanied by a form of consent (each a "ConsentCONSENT") in the form of EXHIBIT B C hereto by which the Series 2002-1 4 Noteholders may, on or before the Consent Period Expiration Date, consent to waiver of the applicable Series 2002-1 Maximum 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 the Funding Agent with respect to each Purchaser Group. If the Trustee receives the consent of the Surety Provider and Consents from the Requisite Noteholders agreeing to waiver of the applicable Series 2002-1 Maximum Waivable Amount within forty-five (45) days after the Trustee notifies the Series 2002-1 Noteholders Administrative Agent of a Waiver Request (the day on which such forty-five (45) day period expires, the "Consent Period Expiration DateCONSENT PERIOD EXPIRATION DATE"), (i) the applicable Series 2002-1 Maximum Waivable Amount shall be deemed waived by the consenting Series 2002-1 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 Agency with notice of such waiver. Any Series 2002-1 Noteholder 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 the each Funding Agent with respect to a non-consenting Series 2002-1 NoteholdersPurchaser Group, if any, 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 pay reduce to zero the Purchaser Group Invested Amounts with respect to all Series 2002-1 Notes held by such non-consenting Series 2002-1 Noteholders in fullPurchaser Groups; and (ii) any remaining Designated Amounts to the Series 2002-14 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 2002-4 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 2002-4 Collection Account and deposit the same in the Series 2002-4 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 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 2002-4 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 2002-4

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 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) ABRCF that the Lessees, the Borrowers and AFC-II ABRCF have determined to increase any Series 20022010-1 6 Maximum Amount or the percentage set forth in clause (y) of any of paragraphs (ii), (iii), (iv), (v), (vi) or (vii) of the definition of Series 2010-6 Incremental Enhancement Amount, (such notice, a "“Waiver Request"”), each Series 20022010-1 6 Noteholder may, at its option, waive the any Series 20022010-1 6 Maximum Non-Program Vehicle Amount or any other increase in the Series 20022010-1 Maximum 6 Required Enhancement Amount based upon clause (y) of any of paragraphs (i) through (xiii) of the definition of the Series 2010-6 Incremental Enhancement Amount (collectively, a “Waivable Amount”) if (i) no Amortization Event exists, (ii) the Requisite Noteholders 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 Agencies, Standard & Poor’s and Xxxxx’x 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 20022010-1 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 20022010-1 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 Series 2002-1 Noteholders and the Surety ProviderAdministrative Agent, which notice shall be accompanied by a form of consent (each a "“Consent"”) in the form of EXHIBIT B Exhibit C hereto by which the Series 20022010-1 6 Noteholders may, on or before the Consent Period Expiration Date, consent to waiver of the applicable Series 2002Waivable 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-1 Maximum AmountConduit 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 Series 2002-1 Maximum Waivable Amount within forty-five (45) days after the Trustee notifies the Series 2002-1 Noteholders 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 Series 2002-1 Maximum Waivable Amount shall be deemed waived by the consenting Series 20022010-1 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 Agency Agencies, Standard & Poor’s and Xxxxx’x with notice of such waiver. Any Series 2002-1 Noteholder 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 the each Non-Conduit Purchaser or Funding Agent with respect to a non-consenting Series 2002Purchaser 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-1 Noteholders, if any, PRO RATA consenting Purchaser Groups of the Designated Amounts up to the amount required to pay reduce to zero the Purchaser Group Invested Amounts with respect to all Series 2002-1 Notes held by such non-consenting Series 2002-1 Noteholders in fullPurchaser Groups; and (ii) any remaining Designated Amounts to the Series 20022010-16 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 2010-6 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 2010-6 Collection Account and deposit the same in the Series 2010-6 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 2010-6 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 2010-6 Excess Collection Account. If the Requisite Noteholders do not timely consent to such waiver, the Designated Amounts will be re-allocated to the Series 2010-6 Excess Collection Account for allocation and distribution in accordance with the terms of the Indenture and the Related Documents. In the event that the Series 2010-6 Rapid Amortization Period shall commence after receipt by the Trustee of a Waiver Request, all such Designated Amounts will thereafter be considered Principal Collections allocated to the Series 2010-6 Noteholders.

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 ’s receipt of notice from any Lessee, any Borrower or AFC-II CRCF (i) to the effect that a Manufacturer Program is no longer an Eligible Manufacturer Program and that, as a result, the Series 20022005-1 2 Maximum Non-Program Vehicle Amount is or will be exceeded or (ii) that the Lessees, the Borrowers and AFC-II CRCF have determined to increase any Series 20022005-1 2 Maximum Amount, (such notice, a "“Waiver Request"”), each Series 20022005-1 2 Noteholder may, at its option, waive the Series 20022005-1 2 Maximum Non-Program Vehicle Amount or any other Series 20022005-1 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 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 20022005-1 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 20022005-1 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 Series 20022005-1 2 Noteholders and the Surety Provider, which notice shall be accompanied by a form of consent (each a "“Consent"”) in the form of EXHIBIT Exhibit B hereto by which the Series 20022005-1 2 Noteholders may, on or before the Consent Period Expiration Date, consent to waiver of the applicable Series 2002-1 Maximum Waivable Amount. If the Trustee receives the consent of the Surety Provider and Consents from the Requisite Noteholders agreeing to waiver of the applicable Series 2002-1 Maximum Waivable Amount within forty-five (45) days after the Trustee notifies the Series 20022005-1 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 Series 2002-1 Maximum Waivable Amount shall be deemed waived by the consenting Series 20022005-1 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 Agency with notice of such waiver. Any Series 20022005-1 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, the Trustee will pay the Designated Amounts as follows: (i) to the non-consenting Series 20022005-1 2 Noteholders, if any, PRO RATA pro rata up to the amount required to pay all Series 20022005-1 2 Notes held by such non-consenting Series 20022005-1 2 Noteholders in full; and (ii) any remaining Designated Amounts to the Series 20022005-12

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 AFC-II (i) to the effect that a Manufacturer Program is no longer an Eligible Manufacturer Program and that, as a result, the Series 20022003-1 4 Maximum Non-Program Vehicle Amount is or will be exceeded or (ii) that the Lessees, the Borrowers and AFC-II have determined to increase any Series 20022003-1 4 Maximum Amount, (such notice, a "“Waiver Request"”), each Series 20022003-1 4 Noteholder may, at its option, waive the Series 20022003-1 4 Maximum Non-Program Vehicle Amount or any other Series 20022003-1 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 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 20022003-1 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 20022003-1 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 Series 20022003-1 4 Noteholders and the Surety Provider, which notice shall be accompanied by a form of consent (each a "“Consent"”) in the form of EXHIBIT Exhibit B hereto by which the Series 20022003-1 4 Noteholders may, on or before the Consent Period Expiration Date, consent to waiver of the applicable Series 2002-1 Maximum Waivable Amount. If the Trustee receives the consent of the Surety Provider and Consents from the Requisite Noteholders agreeing to waiver of the applicable Series 2002-1 Maximum Waivable Amount within forty-five (45) days after the Trustee notifies the Series 20022003-1 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 Series 2002-1 Maximum Waivable Amount shall be deemed waived by the consenting Series 20022003-1 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 Agency with notice of such waiver. Any Series 20022003-1 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, the Trustee will pay the Designated Amounts as follows: (i) to the non-consenting Series 20022003-1 4 Noteholders, if any, PRO RATA pro rata up to the amount required to pay all Series 20022003-1 4 Notes held by such non-consenting Series 20022003-1 4 Noteholders in full; and (ii) any remaining Designated Amounts to the Series 20022003-14 Excess Collection Account. If the amount paid pursuant to clause (i) of the preceding paragraph is not paid in full on the date specified therein, then on each day following such Distribution Date, the Administrator will allocate to the Series 2003-4 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 2003-4 Collection Account and deposit the same in the Series 2003-4 Distribution Account for distribution as follows: (a) to the non-consenting Series 2003-4 Noteholders, if any, pro rata an amount equal to the Designated Amounts in the Series 2003-4 Collection Account as of the applicable Determination Date up to the aggregate outstanding principal balance of the Series 2003-4 Notes held by the non-consenting Series 2003-4 Noteholders; and (b) any remaining Designated Amounts to the Series 2003-4 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, but subject in all respects to the Surety Provider’s rights under Section 6.11, upon the Trustee's ’s receipt of notice from any Lessee, any Borrower or 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) ABRCF that the Lessees, the Borrowers and AFC-II ABRCF have determined to increase any Series 20022007-1 2 Maximum Amount, (such notice, a "“Waiver Request"”), each Series 20022007-1 2 Noteholder may, at its option, waive the any Series 20022007-1 Maximum Non-Program Vehicle Amount or any other Series 2002-1 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 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 20022007-1 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 20022007-1 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 Series 20022007-1 2 Noteholders and the Surety Provider, which notice shall be accompanied by a form of consent (each a "“Consent"”) in the form of EXHIBIT Exhibit B hereto by which the Series 20022007-1 2 Noteholders may, on or before the Consent Period Expiration Date, consent to waiver of the applicable Series 2002-1 Maximum Waivable Amount. If the Trustee receives the consent of the Surety Provider and Consents from the Requisite Noteholders agreeing to waiver of the applicable Series 2002-1 Maximum Waivable Amount within forty-five (45) days after the Trustee notifies the Series 20022007-1 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 Series 2002-1 Maximum Waivable Amount shall be deemed waived by the consenting Series 20022007-1 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 Agency with notice of such waiver. Any Series 20022007-1 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, the Trustee will pay the Designated Amounts as follows: (i) to the non-consenting Series 20022007-1 2 Noteholders, if any, PRO RATA pro rata up to the amount required to pay all Series 20022007-1 2 Notes held by such non-consenting Series 20022007-1 2 Noteholders in full; and (ii) any remaining Designated Amounts to the Series 20022007-12 Excess Collection Account. If the amount paid pursuant to clause (i) of the preceding paragraph is not paid in full on the date specified therein, then on each day following such Distribution Date, the Administrator will allocate to the Series 2007-2 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 2007-2 Collection Account and deposit the same in the Series 2007-2 Distribution Account for distribution as follows: (a) to the non-consenting Series 2007-2 Noteholders, if any, pro rata an amount equal to the Designated Amounts in the Series 2007-2 Collection Account as of the applicable Determination Date up to the aggregate outstanding principal balance of the Series 2007-2 Notes held by the non-consenting Series 2007-2 Noteholders; and (b) any remaining Designated Amounts to the Series 2007-2 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 ’s receipt of notice from any Lessee, any Borrower or 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) CRCF that the Lessees, the Borrowers and AFC-II CRCF have determined to increase any Series 20022006-1 2 Maximum Amount, 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 20022006-1 2 Noteholder may, at its option, waive the any Series 20022006-1 Maximum Non-Program Vehicle Amount or any other Series 2002-1 2 Maximum 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 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 20022006-1 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 20022006-1 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 Series 2002-1 Noteholders Administrative Agent and the Surety Provider, which notice shall be accompanied by a form of consent (each a "“Consent"”) in the form of EXHIBIT B hereto Exhibit C by which the Series 20022006-1 2 Noteholders and the Surety Provider may, on or before the Consent Period Expiration Date, consent to waiver of the applicable Series 2002-1 Maximum 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 the Funding Agent with respect to 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 Series 2002-1 Maximum Waivable Amount within forty-five (45) 45 days after the Trustee notifies the Series 2002-1 Noteholders 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 Series 2002-1 Maximum Waivable Amount shall be deemed waived by the consenting Series 20022006-1 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 Agency with notice of such waiver. Any Series 2002-1 Noteholder 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 the each Funding Agent with respect to a non-consenting Series 2002Purchaser 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-1 Noteholders, if any, PRO RATA consenting Purchaser Groups of the Designated Amounts up to the amount required to pay reduce to zero the Purchaser Group Invested Amounts with respect to all Series 2002-1 Notes held by such non-consenting Series 2002-1 Noteholders in fullPurchaser Groups; and (ii) any remaining Designated Amounts to the Series 20022006-12 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 2006-2 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 2006-2 Collection Account and deposit the same in the Series 2006-2 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 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 2006-2 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 2006-2 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 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 ’s receipt of notice from any Lessee, any Borrower or 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) ABRCF that the Lessees, the Borrowers and AFC-II ABRCF have determined to increase any Series 20022009-1 2 Maximum Amount, (such notice, a "“Waiver Request"”), each Series 20022009-1 2 Noteholder may, at its option, waive the any Series 20022009-1 Maximum Non-Program Vehicle Amount or any other Series 2002-1 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 Mxxxx’x by the Trustee. Upon receipt by the Trustee of a Waiver Request (a copy of which the Trustee shall promptly provide to the Rating AgenciesMxxxx’x), all amounts which would otherwise be allocated to the Series 20022009-1 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 20022009-1 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 Series 20022009-1 Noteholders and the Surety Provider2 Noteholders, which notice shall be accompanied by a form of consent (each a "“Consent"”) in the form of EXHIBIT Exhibit B hereto by which the Series 20022009-1 2 Noteholders may, on or before the Consent Period Expiration Date, consent to waiver of the applicable Series 2002-1 Maximum Waivable Amount. If the Trustee receives the consent of the Surety Provider and Consents from the Requisite Noteholders agreeing to waiver of the applicable Series 2002-1 Maximum Waivable Amount within forty-five (45) days after the Trustee notifies the Series 20022009-1 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 Series 2002-1 Maximum Waivable Amount shall be deemed waived by the consenting Series 20022009-1 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 Agency Mxxxx’x with written notice of such waiver. Any Series 20022009-1 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, the Trustee will pay the Designated Amounts as follows: (i) to the non-consenting Series 20022009-1 2 Noteholders, if any, PRO RATA prorata up to the amount required to pay all Series 20022009-1 2 Notes held by such non-consenting Series 20022009-1 2 Noteholders in full; and (ii) any remaining Designated Amounts to the Series 20022009-12 Excess Collection Account. If the amount paid pursuant to clause (i) of the preceding paragraph is not paid in full on the date specified therein, then on each day following such Distribution Date, the Administrator will allocate to the Series 2009-2 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 2009-2 Collection Account and deposit the same in the Series 2009-2 Distribution Account for distribution as follows: (a) to the non-consenting Series 2009-2 Noteholders, if any, prorata an amount equal to the Designated Amounts in the Series 2009-2 Collection Account as of the applicable Determination Date up to the aggregate outstanding principal balance of the Series 2009-2 Notes held by the non-consenting Series 2009-2 Noteholders; and (b) any remaining Designated Amounts to the Series 2009-2

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 ’s receipt of notice from any Lessee, any Borrower or 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) ABRCF that the Lessees, the Borrowers and AFC-II ABRCF have determined to increase any Series 20022005-1 2 Maximum Amount, (such notice, a "“Waiver Request"”), each Series 20022005-1 2 Noteholder may, at its option, waive the any Series 20022005-1 Maximum Non-Program Vehicle Amount or any other Series 2002-1 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 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 20022005-1 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 20022005-1 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 Series 20022005-1 2 Noteholders and the Surety Provider, which notice shall be accompanied by a form of consent (each a "“Consent"”) in the form of EXHIBIT Exhibit B hereto by which the Series 20022005-1 2 Noteholders may, on or before the Consent Period Expiration Date, consent to waiver of the applicable Series 2002-1 Maximum Waivable Amount. If the Trustee receives the consent of the Surety Provider and Consents from the Requisite Noteholders agreeing to waiver of the applicable Series 2002-1 Maximum Waivable Amount within forty-five (45) days after the Trustee notifies the Series 20022005-1 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 Series 2002-1 Maximum Waivable Amount shall be deemed waived by the consenting Series 20022005-1 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 Agency with notice of such waiver. Any Series 20022005-1 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, the Trustee will pay the Designated Amounts as follows: (i) to the non-consenting Series 20022005-1 2 Noteholders, if any, PRO RATA prorata up to the amount required to pay all Series 20022005-1 2 Notes held by such non-consenting Series 20022005-1 2 Noteholders in full; and (ii) any remaining Designated Amounts to the Series 20022005-12 Excess Collection Account. If the amount paid pursuant to clause (i) of the preceding paragraph is not paid in full on the date specified therein, then on each day following such Distribution Date, the Administrator will allocate to the Series 2005-2 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 2005-2 Collection Account and deposit the same in the Series 2005-2 Distribution Account for distribution as follows: (a) to the non-consenting Series 2005-2 Noteholders, if any, prorata an amount equal to the Designated Amounts in the Series 2005-2 Collection Account as of the applicable Determination Date up to the aggregate outstanding principal balance of the Series 2005-2 Notes held by the non-consenting Series 2005-2 Noteholders; and (b) any remaining Designated Amounts to the Series 2005-2

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 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) ABRCF that the Lessees, the Borrowers and AFC-II ABRCF have determined to increase any Series 20022022-1 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 20022022-1 2 Noteholder may, at its option, waive the any Series 20022022-1 2 Maximum Non-Program Vehicle Amount or any other increase in the Series 20022022-1 Maximum 2 Required Enhancement Amount based upon clause (y) of any of paragraphs (ii), (iii), (iv), (v), (vi) or (vii) of the definition of the Series 2022-2 Incremental Enhancement Amount (collectively, a “Waivable Amount”) if (i) no Amortization Event exists, (ii) the Requisite Noteholders 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 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 20022022-1 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 20022022-1 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 Series 2002-1 Noteholders and the Surety ProviderAdministrative Agent, which notice shall be accompanied by a form of consent (each a "“Consent"”) in the form of EXHIBIT B Exhibit C hereto by which the Series 20022022-1 2 Noteholders may, on or before the Consent Period Expiration Date, consent to waiver of the applicable Series 2002Waivable 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-1 Maximum AmountConduit 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 Series 2002-1 Maximum Waivable Amount within forty-five (45) days after the Trustee notifies the Series 2002-1 Noteholders 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 Series 2002-1 Maximum Waivable Amount shall be deemed waived by the consenting Series 20022022-1 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 Agency Agencies, Standard & Poor’s and Moody’s with notice of such waiver. Any Series 2002-1 Noteholder 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 the each Non-Conduit Purchaser or Funding Agent with respect to a non-consenting Series 2002Purchaser 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-1 Noteholders, if any, PRO RATA consenting Purchaser Groups of the Designated Amounts up to the amount required to pay reduce to zero the Purchaser Group Invested Amounts with respect to all Series 2002-1 Notes held by such non-consenting Series 2002-1 Noteholders in fullPurchaser Groups; and (ii) any remaining Designated Amounts to the Series 20022022-12

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 ’s receipt of notice from any Lessee, any Borrower or 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) ABRCF that the Lessees, the Borrowers and AFC-II ABRCF have determined to increase any Series 20022009-1 Maximum Amount, (such notice, a "“Waiver Request"”), each Series 20022009-1 Noteholder may, at its option, waive the any Series 2002-1 Maximum Non-Program Vehicle Amount or any other Series 20022009-1 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 Xxxxx’x by the Trustee. Upon receipt by the Trustee of a Waiver Request (a copy of which the Trustee shall promptly provide to the Rating AgenciesXxxxx’x), all amounts which would otherwise be allocated to the Series 20022009-1 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 20022009-1 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 Series 20022009-1 Noteholders and the Surety ProviderNoteholders, which notice shall be accompanied by a form of consent (each a "“Consent"”) in the form of EXHIBIT Exhibit B hereto by which the Series 20022009-1 Noteholders may, on or before the Consent Period Expiration Date, consent to waiver of the applicable Series 2002-1 Maximum Waivable Amount. If the Trustee receives the consent of the Surety Provider and Consents from the Requisite Noteholders agreeing to waiver of the applicable Series 2002-1 Maximum Waivable Amount within forty-five (45) days after the Trustee notifies the Series 20022009-1 Noteholders of a Waiver Request (the day on which such forty-five (45) day period expires, the "“Consent Period Expiration Date"”), (i) the applicable Series 2002-1 Maximum Waivable Amount shall be deemed waived by the consenting Series 20022009-1 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 Agency Xxxxx’x with written notice of such waiver. Any Series 20022009-1 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, the Trustee will pay the Designated Amounts as follows: (i) to the non-consenting Series 20022009-1 Noteholders, if any, PRO RATA pro rata up to the amount required to pay all Series 20022009-1 Notes held by such non-consenting Series 20022009-1 Noteholders in full; and (ii) any remaining Designated Amounts to the Series 20022009-1 Excess Collection Account. If the amount paid pursuant to clause (i) of the preceding paragraph is not paid in full on the date specified therein, then on each day following such Distribution Date, the Administrator will allocate to the Series 2009-1 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 2009-1 Collection Account and deposit the same in the Series 2009-1 Distribution Account for distribution as follows: (a) to the non-consenting Series 2009-1 Noteholders, if any, pro rata an amount equal to the Designated Amounts in the Series 2009-1 Collection Account as of the applicable Determination Date up to the aggregate outstanding principal balance of the Series 2009-1 Notes held by the non-consenting Series 2009-1 Noteholders; and (b) any remaining Designated Amounts to the Series 2009-1

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 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) ABRCF that the Lessees, the Borrowers and AFC-II ABRCF have determined to increase any Series 20022015-1 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 20022015-1 3 Noteholder may, at its option, waive the any Series 20022015-1 3 Maximum Non-Program Vehicle Amount or any other increase in the Series 20022015-1 Maximum 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 Agencies, Standard & Poor’s and Xxxxx’x 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 20022015-1 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 20022015-1 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 Series 2002-1 Noteholders and the Surety ProviderAdministrative Agent, which notice shall be accompanied by a form of consent (each a "“Consent"”) in the form of EXHIBIT B Exhibit C hereto by which the Series 20022015-1 3 Noteholders may, on or before the Consent Period Expiration Date, consent to waiver of the applicable Series 2002Waivable 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-1 Maximum AmountConduit 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 Series 2002-1 Maximum Waivable Amount within forty-five (45) days after the Trustee notifies the Series 2002-1 Noteholders 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 Series 2002-1 Maximum Waivable Amount shall be deemed waived by the consenting Series 20022015-1 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 Agency Agencies, Standard & Poor’s and Xxxxx’x with notice of such waiver. Any Series 2002-1 Noteholder 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 the each Non-Conduit Purchaser or Funding Agent with respect to a non-consenting Series 2002Purchaser 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-1 Noteholders, if any, PRO RATA consenting Purchaser Groups of the Designated Amounts up to the amount required to pay reduce to zero the Purchaser Group Invested Amounts with respect to all Series 2002-1 Notes held by such non-consenting Series 2002-1 Noteholders in fullPurchaser Groups; and (ii) any remaining Designated Amounts to the Series 20022015-13 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