Exhibit
10.41


 


CONFORMED
COPY


 


 


AESOP FUNDING II L.L.C.,

as Issuer


 


and


 


 


THE BANK OF NEW YORK,

as Trustee and Series 2003-5 Agent


 


 












 


 


SERIES 2003-5 SUPPLEMENT

dated as of October 9, 2003


 


 


to


 


 


AMENDED AND RESTATED BASE
INDENTURE

dated as of July 30, 1997


 


 












 

















 


SERIES 2003-5
SUPPLEMENT, dated as of October 9, 2003 (this “Supplement”), among AESOP
FUNDING II L.L.C., a special purpose limited liability company estab­lished
under the laws of Delaware (“AFC-II”), THE BANK OF NEW YORK, a New York
banking corporation, as successor in interest to the corporate trust
administration of Harris Trust and Savings Bank, as trustee (together with its
successors in trust thereunder as pro­vided in the Base Indenture referred to
below, the “Trustee”), and THE BANK OF NEW YORK, a New York banking
corporation, as agent for the benefit of the Series 2003-5 Noteholders and the
Surety Provider (the “Series 2003-5 Agent”), to the Amended and Restated
Base Indenture, dated as of July 30, 1997, between AFC-II and the Trustee (as
amended, modi­fied or supplemented from time to time, exclusive of Supplements
creating a new Series of Notes, the “Base Indenture”).


 


PRELIMINARY
STATEMENT


 


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


 


NOW, THEREFORE, the
parties hereto agree as follows:


 


DESIGNATION


 


There is hereby created a
Series of Notes of two classes to be issued pursuant to the Base Inden­ture and
this Supplement and such Series of Notes shall be designated generally as
Series 2003-5 Rental Car Asset Backed Notes.


 


The Series 2003-5 Notes
will be issued in two classes:  one of
which shall be designated as the Series 2003-5 2.78% Rental Car Asset Backed
Notes, Class A-1 and one of which shall be designated as the Series 2003-5
Floating Rate Rental Car Asset Backed Notes, Class A-2.


 


The proceeds from the
sale of the Series 2003-5 Notes shall be deposited in the Collection Account
and shall be paid to AFC-II and used to make Loans under the Loan Agreements to
the extent that the Borrowers have requested Loans thereunder and Eligible
Vehicles are available for acquisition or refinancing thereunder on the date
hereof.  Any such portion of proceeds
not so used to make Loans shall be deemed to be Principal Collections.


 


The Series 2003-5 Notes
are a non-Segregated Series of Notes (as more fully described in the Base Indenture).  Accordingly, all references in this
Supplement to “all” Series of Notes (and all references in this Supplement to
terms defined in the Base Indenture that contain references to “all” Series of
Notes) shall refer to all Series of Notes other than Segregated Series of
Notes.


 

















 


ARTICLE I


 


DEFINITIONS


 


(a)           All capitalized terms not otherwise
defined herein are defined in the Definitions List attached to the Base
Indenture as Schedule I thereto.  All
Article, Section or Subsection references herein shall refer to Articles,
Sections or Subsections of this Supplement, except as otherwise provided
herein.  Unless otherwise stated herein,
as the context otherwise requires or if such term is otherwise defined in the
Base Indenture, each capitalized term used or defined herein shall relate only
to the Series 2003-5 Notes and not to any other Series of Notes issued by
AFC-II.


 


(b)           The following words and phrases shall
have the following meanings with respect to the Series 2003-5 Notes and the
definitions of such terms are applicable to the singular as well as the plural
form of such terms and to the masculine as well as the feminine and neuter
genders of such terms:


 


“AGH” means Avis
Group Holdings, Inc., a Delaware corporation.


 


“Authorized Newspaper”
means the Luxemburger Wort or
other daily newspaper of general circulation in Luxembourg (or if publication
is not practical in Luxembourg, in Europe).


 


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


 


“Certificate of Lease Deficit Demand” means a
certificate in the form of Annex A to the Series 2003-5 Letters of
Credit.


 


“Certificate of
Termination Date Demand” means a certificate in the form of Annex D
to the Series 2003-5 Letters of Credit.


 


“Certificate of
Termination Demand” means a certificate in the form of Annex C to
the Series 2003-5 Letters of Credit.


 


“Certificate of Unpaid
Demand Note Demand” means a certificate in the form of Annex B to
the Series 2003-5 Letters of Credit.


 


“Class” means a
class of the Series 2003-5 Notes, which may be the Class A-1 Notes or the Class
A-2 Notes.


 


“Class A-1 Carryover
Controlled Amortization Amount” means, with respect to each Related Month
during the Class A-1 Controlled Amortization Period, the amount, if any, by
which the portion of the Monthly Total Principal Allocation paid to the Class
A-1 Noteholders pursuant to Section 2.5(e) for the previous Related Month was
less than the Class A-1 Controlled Distribution Amount for the previous Related
Month; provided, however, that for the first


 


2

















 


Related Month in
the Class A-1 Controlled Amortization Period, the Class A-1 Carryover
Controlled Amortization Amount shall be zero.


 


“Class A-1 Controlled
Amortization Amount” means with respect to each Related Month during the
Class A-1 Notes Controlled Amortization Period $33,333,333.33 ($33,333,333.35
on the Class A-1 Notes Expected Final Distribution Date).


 


“Class A-1 Controlled Amortization Period”
means the period commencing at the opening of business June 1, 2006 (or, if
such day is not a Business Day, the Business Day immediately preceding such
day) and continuing to the earliest of (i) the commencement of the Series
2003-5 Rapid Amortization Period, (ii) the date on which the Class A-1 Notes
are fully paid and (iii) the termination of the Indenture.


 


 “Class A-1 Controlled Distribution Amount”
means, with respect to any Related Month during the Class A-1 Notes Controlled
Amortization Period, an amount equal to the sum of the Class A-1 Controlled
Amortization Amount and any Class A-1 Carryover Controlled Amortization Amount
for such Related Month.


 


“Class A-1 Expected Final Distribution Date”
means the December 2006 Distribution Date.


 


“Class A-1 Final
Distribution Date” means the December 2007 Distribution Date.


 


“Class A-1 Initial Invested
Amount” means the aggregate initial principal amount of the Class A-1
Notes, which is $200,000,000.


 


“Class A-1 Invested
Amount” means, when used with respect to any date, an amount equal to the
Class A-1 Outstanding Principal Amount plus the sum of (a) the amount of
any principal payments made to the Class A-1 Noteholders on or prior to such
date with the proceeds of a demand on the Surety Bond and (b) the amount of any
principal payments made to Class A-1 Noteholders that have been rescinded or otherwise
returned by the Class A-1 Noteholders for any reason.


 


“Class A-1 Monthly
Interest” means, with respect to (i) the initial Series 2003-5 Interest
Period, an amount equal to $633,222.22 and (ii) any other Series 2003-5
Interest Period, an amount equal to the product of (A) one-twelfth of the Class
A-1 Note Rate and (B) the Class A-1 Invested Amount on the first day of such
Series 2003-5 Interest Period, after giving effect to any principal payments
made on such date.


 


“Class A-1 Noteholder”
means the Person in whose name a Class A-1 Note is registered in the Note
Register.


 


“Class A-1 Note Rate”
means 2.78% per annum.


 


“Class A-1 Notes”
means any one of the Series 2003-5 2.78% Rental Car Asset Backed Notes, Class
A-1, executed by AFC-II and authenticated by or on behalf of the Trustee,


 


3

















 


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


 


“Class A-1 Outstanding
Principal Amount” means, when used with respect to any date, an amount
equal to (a) the Class A-1 Initial Invested Amount minus (b) the amount
of principal payments made to Class A-1 Noteholders on or prior to such date.


 


“Class A-2 Carryover
Controlled Amortization Amount” means, with respect to any Related Month
during the Class A-2 Controlled Amortization Period, the amount, if any, by
which the portion of the Monthly Total Principal Allocation paid to the Class
A-2 Noteholders pursuant to Section 2.5(e) for the previous Related Month was
less than the Class A-2 Controlled Distribution Amount for the previous Related
Month; provided, however, that for the first Related Month in the
Class A-2 Notes Controlled Amortization Period, the Class A-2 Carryover
Controlled Amortization Amount shall be zero.


 


“Class A-2 Controlled
Amortization Amount” means with respect to each Related Month during the
Class A-2 Notes Controlled Amortization Period, $50,000,000.


 


“Class A-2 Controlled
Amortization Period” means the period commencing at the opening of business
on June 1, 2008 (or, if such day is not a Business Day, the Business Day
immediately preceding such day) and continuing to the earliest of (i) the
commencement of the Series 2003-5 Rapid Amortization Period, (ii) the date on
which the Class A-2 Notes are fully paid and (iii) the termination of the
Indenture.


 


“Class A-2 Controlled
Distribution Amount” means, with respect to any Related Month during the
Class A-2 Notes Controlled Amortization Period, an amount equal to the sum of
the Class A-2 Controlled Amortization Amount and any Class A-2 Carryover
Controlled Amortization Amount for such Related Month.


 


“Class A-2 Expected Final
Distribution Date” means the December 2008 Distribution Date.


 


“Class A-2 Final
Distribution Date” means the December 2009 Distribution Date.


 


“Class A-2 Initial
Invested Amount” means the aggregate initial principal amount of the Class
A-2 Notes, which is $300,000,000.


 


“Class A-2 Invested
Amount” means, when used with respect to any date, an amount equal to the
Class A-2 Outstanding Principal Amount plus the sum of (a) the amount of
any principal payments made to the Class A-2 Noteholders on or prior to such
date with the proceeds of a demand on the Surety Bond and (b) the amount of any
principal payments made to Class A-2 Noteholders that have been rescinded or
otherwise returned by the Class A-2 Noteholders for any reason.


 


“Class A-2 Monthly
Interest” means, with respect to any Series 2003-5 Interest Period, an
amount equal to the product of (A) the Class A-2 Invested Amount on the first
day of such Series 2003-5 Interest Period, after giving effect to any principal
payments made on such


 


4

















 


date, (B) the
Class A-2 Note Rate for such Series 2003-5 Interest Period and (C) the number
of days in such Series 2003-5 Interest period divided by 360.


 


“Class A-2 Noteholder”
means the Person in whose name a Class A-2 Note is registered in the Note
Register.


 


“Class A-2 Note Rate”
means, for (i) the initial Series 2003-5 Interest Period 1.50% per annum and
(ii) any other Series 2003-5 Interest Period, the sum of 0.38% plus
LIBOR for such Series 2003-5 Interest Period.


 


“Class A-2 Notes”
means any one of the Series 2003-5 Floating Rate Rental Car Asset Backed Notes,
Class A-2, executed by AFC-II and authenticated by or on behalf of the
Trustee, substantially in the form of Exhibit A-2-1, Exhibit A-2-2
or Exhibit A-2-3.  Definitive
Class A-2 Notes shall have such insertions and deletions as are necessary to
give effect to the provisions of Section 2.18 of the Base Indenture.


 


“Class A-2 Outstanding
Principal Amount” means, when used with respect to any date, an amount
equal to (a) the Class A-2 Initial Invested Amount minus (b) the amount
of principal payments made to Class A-2 Noteholders on or prior to such date.


 


“Clearstream” is
defined in Section 5.2.


 


“Consent” is
defined in Article IV.


 


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


 


“Demand Note Issuer”
means each issuer of a Series 2003-5 Demand Note.


 


“Designated Amounts”
is defined in Article IV.


 


“Disbursement”
means any Lease Deficit Disbursement, any Unpaid Demand Note Disbursement, any
Termination Date Disbursement or any Termination Disbursement under a Series
2003-5 Letter of Credit, or any combination thereof, as the context may
require.


 


“Excess Collections”
is defined in Section 2.3(f)(i).


 


“Euroclear” is
defined in Section 5.2.


 


“Insurance Agreement”
means the Insurance Agreement, dated as of October 9, 2003, among the Surety
Provider, the Trustee and AFC-II, which shall constitute an “Enhancement
Agreement” with respect to the Series 2003-5 Notes for all purposes under the
Indenture.


 


“Insured Principal
Deficit Amount” means, with respect to any Distribution Date, the excess,
if any, of (a) the Series 2003-5 Outstanding Principal Amount on such
Distribution Date (after giving effect to the distribution of the Monthly Total
Principal Allocation for the Related Month) over (b) the sum of the Series
2003-5 Available Reserve Account Amount on such Distribution Date, the Series
2003-5 Letter of Credit Amount on such Distribution Date and


 


5

















 


the Series 2003-5
AESOP I Operating Lease Loan Agreement Borrowing Base on such Distribution
Date.


 


“Lease Deficit
Disbursement” means an amount drawn under a Series 2003-5 Letter of Credit
pursuant to a Certificate of Lease Deficit Demand.


 


“LIBOR”
means, with respect to each Series 2003-5 Interest Period, a rate per annum to
be determined by the Trustee as follows:


 


(i)            On each LIBOR Determination Date,
the Trustee will determine the London interbank offered rate for U.S. dollar
deposits for one month that appears on Telerate Page 3750 as it relates to U.S.
dollars as of 11:00 a.m., London time, on such LIBOR Determination Date:


 


(ii)           If, on any LIBOR Determination Date,
such rate does not appear on Telerate Page 3750, the Trustee will request that
the principal London offices of each of four major banks in the London
interbank market selected by the Trustee provide the Trustee with offered
quotations for deposits in U.S. dollars for a period of one month, commencing
on the first day of such Series 2003-5 Interest Period, to prime banks in the
London interbank market at approximately 11:00 a.m., London time, on such LIBOR
Determination Date and in a principal amount equal to an amount of not less
than $250,000 that is representative of a single transaction in such market at
such time.  If at least two such
quotations are provided, “LIBOR” for such Series 2003-5 Interest Period will be
the arithmetic mean of such quotations; or


 


(iii)          If fewer than two such quotations are
provided, “LIBOR” for such Series 2003-5 Interest Period will be the arithmetic
mean of rates quoted by three major banks in the City of New York selected by
the Trustee at approximately 11:00 a.m., New York City time, on such LIBOR
Determination Date for loans in U.S. dollars to leading European banks, for a
period of one month, commencing on the first day of such Series 2003-5 Interest
Period, and in a principal amount equal to an amount of not less than $250,000
that is representative of a single transaction in such market at such time; provided,
however, that if the banks selected as aforesaid by such Trustee are not
quoting rates as mentioned in this sentence, “LIBOR” for such Series 2003-5
Interest Period will be the same as “LIBOR” for the immediately preceding
Series 2003-5 Interest Period.


 


“LIBOR
Determination Date” means, with respect to any Series 2003-5 Interest
Period, the second London Banking Day preceding the first day of such Series
2003-5 Interest Period.


 


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


 


“Monthly Total
Principal Allocation” means for any Related Month the sum of all Series
2003-5 Principal Allocations with respect to such Related Month.


 


“Moody’s” means
Moody’s Investors Service.


 


6

















 


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


 


“Permanent Global
Class A-1 Note” is defined in Section 5.2.


 


“Permanent Global
Class A-2 Note” is defined in Section 5.2.


 


“Pre-Preference Period
Demand Note Payments” means, as of any date of determination, the aggregate
amount of all proceeds of demands made on the Series 2003-5 Demand Notes
included in the Series 2003-5 Demand Note Payment Amount as of the Series
2003-5 Letter of Credit Termination Date that were paid by the Demand Note
Issuers more than one year before such date of determination; provided, however,  that
if an Event of Bankruptcy (or the occurrence of an event described in clause
(a) of the definition thereof, without the lapse of a period of sixty (60)
consecutive days) with respect to a Demand Note Issuer occurs during such one
year period, (x) the Pre-Preference Period Demand Note Payments as of any date
during the period from and including the date of the occurrence of such Event
of Bankruptcy to and including the conclusion or dismissal of the proceedings
giving rise to such Event of Bankruptcy without continuing jurisdiction by the
court in such proceedings shall equal the Pre-Preference Period Demand Note
Payments as of the date of such occurrence for all Demand Note Issuers and (y)
the Pre-Preference Period Demand Note Payments as of any date after the
conclusion or dismissal of such proceedings shall equal the Series 2003-5
Demand Note Payment Amount as of the date of the conclusion or dismissal of
such proceedings.


 


“Principal Deficit Amount” means, as of any
date of determination, the excess, if any, of (i) the Series 2003-5 Invested
Amount on such date (after giving effect to the distribution of the Monthly
Total Principal Allocation for the Related Month if such date is a Distribution
Date) over (ii) the Series 2003-5 AESOP I Operating Lease Loan Agreement
Borrowing Base on such date; provided, however the Principal
Deficit Amount on any date occurring during the period commencing on and
including the date of the filing by any of the Lessees of a petition for relief
under Chapter 11 of the Bankruptcy Code to but excluding the date on which each
of the Lessees shall have resumed making all payments of the portion of Monthly
Base Rent relating to Loan Interest required to be made under the AESOP I
Operating Lease, shall mean the excess, if any, of (x) the Series 2003-5
Invested Amount on such date (after giving effect to the distribution of
Monthly Total Principal Allocation for the Related Month if such date is a
Distribution Date) over (y) the sum of (1) the Series 2003-5 AESOP I Operating
Lease Loan Agreement Borrowing Base on such date and (2) the lesser of (a) the
Series 2003-5 Liquidity Amount on such date and (b) the Series 2003-5 Required
Liquidity Amount on such date.


 


“Pro Rata Share”
means, with respect to any Series 2003-5 Letter of Credit Provider as of any
date, the fraction (expressed as a percentage) obtained by dividing (A) the
available amount under such Series 2003-5 Letter of Credit Provider’s Series
2003-5 Letter of Credit as of such date by (B) an amount equal to the aggregate
available amount under all Series 2003-5 Letters of Credit as of such date; provided,
that only for purposes of calculating the Pro Rata Share with respect to any
Series 2003-5 Letter of Credit Provider as of any date, if such Series 2003-5
Letter of Credit Provider has not complied with its obligation to pay the
Trustee the amount of any draw under its Series 2003-5 Letter of Credit made
prior to such date, the available amount under such Series 2003-5 Letter of
Credit Provider’s Series 2003-5 Letter of Credit as of such date shall be
treated as reduced (for calculation purposes only) by the amount


 


7

















 


of such unpaid
demand and shall not be reinstated for purposes of such calculation unless and
until the date as of which such Series 2003-5 Letter of Credit Provider has
paid such amount to the Trustee and been reimbursed by the Lessee or the
applicable Demand Note Issuer, as the case may be, for such amount (provided
that the foregoing calculation shall not in any manner reduce the undersigned’s
actual liability in respect of any failure to pay any demand under its Series
2003-5 Letter of Credit).


 


“Qualified Interest
Rate Cap Counterparty” means a counterparty to any Series 2003-5 Interest
Rate Cap (A) who is acceptable to the Surety Provider and (B) who is a bank or
other financial institution, which is acceptable to each Rating Agency or has
(i) a short-term senior unsecured debt, deposit or credit (as the case may be)
rating of at least “A-1” from Standard & Poor’s and of “P-1” from Moody’s
and (ii) (a) on the date such Series 2003-5 Interest Rate Cap is executed, a
long-term senior unsecured debt, deposit or credit (as the case may be) rating
of at least “AA-” from Standard & Poor’s and of at least “Aa3” from Moody’s
and (b) on any other date, a long-term senior unsecured debt, deposit or credit
(as the case may be) rating of at least “A+” from Standard & Poor’s and of
at least “A1” from Moody’s.


 


“Requisite Noteholders”
means Series 2003-5 Noteholders holding more than 50% of the Series 2003-5
Invested Amount.


 


“Restricted Global
Class A-1 Note” is defined in Section 5.1.


 


“Restricted Global
Class A-2 Note” is defined in Section 5.1.


 


“Series 1998-1 Notes”
means the Series of Notes designated as the Series 1998-1 Notes.


 


“Series 2000-2 Notes”
means the Series of Notes designated as the Series 2000-2 Notes.


 


“Series 2000-3 Notes”
means the Series of Notes designated as the Series 2000-3 Notes.


 


“Series 2000-4 Notes”
means the Series of Notes designated as the Series 2000-4 Notes.


 


“Series 2001-1 Notes”
means the Series of Notes designated as the Series 2001-1 Notes.


 


“Series 2001-2 Notes”
means the Series of Notes designated as the Series 2001-2 Notes.


 


“Series 2002-1 Notes”
means the Series of Notes designated as the Series 2002-1 Notes.


 


“Series 2002-2 Notes”
means the Series of Notes designated as the Series 2002-2 Notes.


 


8

















 


“Series 2002-3 Notes”
means the Series of Notes designated as the Series 2002-3 Notes.


 


“Series 2002-4 Notes”
means the Series of Notes designated as the Series 2002-4 Notes.


 


“Series 2003-1 Notes”
means the Series of Notes designated as the Series 2003-1 Notes.


 


“Series 2003-2 Notes”
means the Series of Notes designated as the Series 2003-2 Notes.


 


“Series 2003-3 Notes”
means the Series of Notes designated as the Series 2003-3 Notes.


 


“Series 2003-4 Notes”
means the Series of Notes designated as the Series 2003-4 Notes.


 


“Series 2003-5
Accounts” means each of the Series 2003-5 Distribution Account, the Series
2003-5 Reserve Account, the Series 2003-5 Collection Account, the Series 2003-5
Excess Collection Account and the Series 2003-5 Accrued Interest Account.


 


“Series 2003-5 Accrued
Interest Account” is defined in Section 2.1(b).


 


“Series 2003-5 Adjusted Monthly Interest” means
(a) for the initial Distribution Date, an amount equal to $1,158,222.22 and (b)
for any other Distribution Date, the sum of (i) the sum of (A) for the Series
2003-5 Interest Period ending on the day preceding such Distribution Date, an
amount equal to the product of (1) the Class A-1 Note Rate and (2) the Class
A-1 Outstanding Principal Amount on the first day of such Series 2003-5
Interest Period, divided by twelve and (B) an amount equal to the product of
(1) the Class A-2 Note Rate for such Series 2003-5 Interest Period, (2) the
Class A-2 Outstanding Principal Amount on the first day of such Series 2003-5
Interest Period and (3) a fraction, the numerator of which is the number of
days in such Series 2003-5 Interest Period and the denominator of which is 360
and (ii) any amount described in clause (b)(i) with respect to a prior
Distribution Date that remains unpaid as of such Distribution Date (together
with any accrued interest on such amount).


 


“Series 2003-5 Agent” is defined in the
recitals hereto.


 


“Series 2003-5 AESOP I Operating Lease Loan
Agreement Borrowing Base” means, as of any date of determination, the
product of (a) the Series 2003-5 AESOP I Operating Lease Vehicle Percentage as
of such date and (b) the AESOP I Operating Lease Loan Agreement Borrowing Base
as of such date.


 


“Series 2003-5 AESOP I Operating Lease Vehicle
Percentage” means, as of any date of determination, a fraction, expressed
as a percentage (which percentage shall never exceed 100%), the numerator of
which is the Series 2003-5 Required AESOP I Operating Lease Vehicle Amount as
of such date and the denominator of which is the sum of the Required AESOP I
Operating Lease Vehicle Amounts for all Series of Notes as of such date.


 


9

















 


“Series 2003-5
Available Cash Collateral Account Amount” means, as of any date of determination,
the amount on deposit in the Series 2003-5 Cash Collateral Account (after
giving effect to any deposits thereto and withdrawals and releases therefrom on
such date).


 


“Series-2003-5
Available Reserve Account Amount” means, as of any date of determination,
the amount on deposit in the Series 2003-5 Reserve Account (after giving effect
to any deposits thereto and with­drawals and releases therefrom on such date).


 


“Series 2003-5 Cash Collateral Account” is
defined in Section 2.8(f).


 


“Series 2003-5 Cash Collateral Account Collateral”
is defined in Section 2.8(a).


 


“Series 2003-5 Cash Collateral Account Surplus”
means, with respect to any Distribution Date, the lesser of (a) the Series
2003-5 Available Cash Collateral Account Amount and (b) the lesser of (A) the
excess, if any, of the Series 2003-5 Liquidity Amount (after giving effect to
any withdrawal from the Series 2003-5 Reserve Account on such Distribution
Date) over the Series 2003-5 Required Liquidity Amount on such Distribution
Date and (B) the excess, if any, of the Series 2003-5 Enhancement Amount (after
giving effect to any withdrawal from the Series 2003-5 Reserve Account on such
Distribution Date) over the Series 2003-5 Required Enhancement Amount on such
Distribution Date; provided, however that, on any date after the
Series 2003-5 Letter of Credit Termination Date, the Series 2003-5 Cash
Collateral Account Surplus shall mean the excess, if any, of (x) the Series
2003-5 Available Cash Collateral Account Amount over (y) the Series 2003-5 Demand
Note Payment Amount minus  the Pre-Preference Period Demand Note
Payments as of such date.


 


“Series 2003-5 Cash
Collateral Percentage” means, as of any date of determination, the
percentage equivalent of a fraction, the numerator of which is the Series
2003-5 Available Cash Collateral Amount as of such date and the denominator of
which is the Series 2003-5 Letter of Credit Liquidity Amount as of such date.


 


“Series 2003-5 Closing
Date” means October 9, 2003.


 


“Series 2003-5
Collateral” means the Collateral, each Series 2003-5 Letter of Credit, each
Series 2003-5 Demand Note, the Series 2003-5 Distribution Account Collateral,
the Series 2003-5 Interest Rate Cap Collateral, the Series 2003-5 Cash
Collateral Account Collateral and the Series 2003-5 Reserve Account Collateral.


 


“Series 2003-5
Collection Account” is defined in Section 2.1(b).


 


“Series 2003-5
Controlled Amortization Period” means the Class A-1 Controlled Amortization
Period and/or the Class A-2 Controlled Amortization Period, as the case may be.


 


“Series 2003-5 Demand Note” means each demand
note made by a Demand Note Issuer, substantially in the form of Exhibit C
to this Supplement, as amended, modified or restated from time to time.


 


“Series 2003-5 Demand
Note Payment Amount” means, as of the Series 2003-5 Letter of Credit
Termination Date, the aggregate amount of all proceeds of demands made on the


 


10

















 


Series 2003-5
Demand Notes pursuant to Section 2.5(b) or (c) that were deposited into
the Series 2003-5 Distribution Account and paid to the Series 2003-5
Noteholders during the one year period ending on the Series 2003-5 Letter of
Credit Termination Date; provided, however, that if an Event of
Bankruptcy (or the occurrence of an event described in clause (a) of the
definition thereof, without the lapse of a period of sixty (60) consecutive
days) with respect to a Demand Note Issuer shall have occurred during such one
year period, the Series 2003-5 Demand Note Payment Amount as of the Series 2003-5
Letter of Credit Termination Date shall equal the Series 2003-5 Demand Note
Payment Amount as if it were calculated as of the date of such occurrence.


 


“Series 2003-5 Deposit
Date” is defined in Section 2.2.


 


“Series 2003-5
Distribution Account” is defined in Section 2.9(a).


 


“Series 2003-5
Distribution Account Collateral” is defined in Section 2.9(d).


 


“Series 2003-5
Eligible Letter of Credit Provider” means a person satisfactory to ARAC,
the Demand Note Issuers and the Surety Provider and having, at the time of the
issuance of the related Series 2003-5 Letter of Credit, a long-term senior
unsecured debt rating (or the equivalent thereof in the case of Moody’s or
Standard & Poor’s, as applicable) of at least “A+” from Standard &
Poor’s and at least “Al” from Moody’s and a short-term senior unsecured debt
rating of at least “A-1” from Standard & Poor’s and “P-1” from Moody’s that
is (a) a commercial bank having total assets in excess of $500,000,000, (b) a
finance company, insurance company or other financial institution that in the
ordinary course of business issues letters of credit and has total assets in
excess of $200,000,000 or (c) any other financial institution; provided,
however, that if a person is not a Series 2003-5 Letter of Credit
Provider (or a letter of credit provider under the Supplement for any other
Series of Notes), then such person shall not be a Series 2003-5 Eligible Letter
of Credit Provider until AFC-II has provided ten (10) days’ prior notice to the
Rating Agencies that such person has been proposed as a Series 2003-5 Letter of
Credit Provider.


 


“Series 2003-5
Enhancement” means the Series 2003-5 Cash Collateral Account Collateral,
the Series 2003-5 Letters of Credit, the Series 2003-5 Demand Notes, the Series
2003-5 Overcollateralization Amount and the Series 2003-5 Reserve Account
Amount.


 


“Series 2003-5
Enhancement Amount” means, as of any date of determination, the sum of (i)
the Series 2003-5 Overcollateralization Amount as of such date, (ii) the Series
2003-5 Letter of Credit Amount as of such date, (iii) the Series 2003-5
Available Reserve Account Amount as of such date and (iv) the amount of cash
and Permitted Investments on deposit in the Series 2003-5 Collection Account
(not including amounts allocable to the Series 2003-5 Accrued Interest Account)
and the Series 2003-5 Excess Collection Account as of such date.


 


“Series 2003-5
Enhancement Deficiency” means, on any date of determination, the amount by
which the Series 2003-5 Enhancement Amount is less than the Series 2003-5 Required
Enhancement Amount as of such date.


 


“Series 2003-5 Excess
Collection Account” is defined in Section 2.1(b).


 


11

















 


“Series 2003-5 Final
Distribution Date” means the Class A-1 Final Distribution Date or the Class
A-2 Final Distribution Date.


 


“Series 2003-5 Initial
Invested Amount” means the sum of the Class A-1 Initial Invested Amount and
the Class A-2 Initial Invested Amount.


 


“Series 2003-5
Interest Period” means a period commencing on and including a Distribution
Date and ending on and including the day preceding the next succeeding
Distribution Date; provided, however that the initial Series
2003-5 Interest Period shall commence on and include the Series 2003-5 Closing
Date and end on and include November 19, 2003.


 


“Series 2003-5
Interest Rate Cap” is defined in Section 2.10(a).


 


“Series 2003-5
Interest Rate Cap Collateral” is defined in Section 2.10(c).


 


“Series 2003-5
Interest Rate Cap Counterparty” means AFC-II’s counterparty under any
Series 2003-5 Interest Rate Cap.


 


“Series 2003-5
Interest Rate Cap Proceeds” means the amounts received by the Trustee from
a Series 2003-5 Interest Rate Cap Counterparty from time to time in respect of
any Series 2003-5 Interest Rate Cap (including amounts received from a
guarantor or from collateral).


 


“Series 2003-5 Invested Amount” means, as of
any date of determination, the sum of the Class A-1 Invested Amount as of such
date and the Class A-2 Invested Amount as of such date.


 


“Series
2003-5 Invested Percentage” means as of any date of determination:


 


(a)           when used with respect to Principal
Collections, the percentage equivalent (which percentage shall never exceed
100%) of a fraction the numerator of which shall be equal to the sum of the
Series 2003-5 Invested Amount and the Series 2003-5 Overcollateralization
Amount, determined during the Series 2003-5 Revolving Period as of the end of
the Related Month (or, until the end of the initial Related Month, on the
Series 2003-5 Closing Date), or, during the Series 2003-5 Controlled
Amortization Period and the Series 2003-5 Rapid Amortization Period, as of the
end of the Series 2003-5 Revolving Period, and the denominator of which shall
be the greater of (I) the Aggregate Asset Amount as of the end of the Related
Month or, until the end of the initial Related Month, as of the Series 2003-5
Closing Date, and (II) as of the same date as in clause (I), the sum of the
numerators used to determine (i) invested percentages for allocations with
respect to Principal Collections (for all Series of Notes and all classes of
such Series of Notes) and (ii) overcollateralization percentages for
allocations with respect to Principal Collections (for all Series of Notes that
provide for credit enhancement in the form of overcollateralization); and


 


(b)           when used with respect to Interest
Collections, the percentage equivalent (which percentage shall never exceed
100%) of a fraction the numerator of which shall be


 


12

















 


the Accrued
Amounts with respect to the Series 2003-5 Notes on such date of determination,
and the denominator of which shall be the aggregate Accrued Amounts with
respect to all Series of Notes on such date of determination.


 


“Series 2003-5 Lease Interest Payment
Deficit” means on any Distribution Date an amount equal to the excess, if
any, of (a) the aggregate amount of Interest Collections which pursuant to
Section 2.2(a), (b), (c) or (d) would have been allocated to the Series 2003-5
Accrued Interest Account if all payments of Monthly Base Rent required to have
been made under the Leases from and excluding the preceding Distribution Date
to and including such Distribution Date were made in full over (b) the
aggregate amount of Interest Collections which pursuant to Section 2.2(a), (b),
(c) or (d) have been allocated to the Series 2003-5 Accrued Interest Account
(excluding any amounts paid into the Series 2003-5 Accrued Interest Account
pursuant to the proviso in Sections 2.2(c)(ii) and/or 2.2(d)(ii)) from and
excluding the preceding Distribution Date to and including such Distribution
Date.


 


“Series 2003-5 Lease Payment Deficit”
means either a Series 2003-5 Lease Interest Payment Deficit or a Series 2003-5
Lease Principal Payment Deficit.


 


“Series 2003-5 Lease
Principal Payment Carryover Deficit” means (a) for the initial Distribution
Date, zero and (b) for any other Distribution Date, the excess of (x) the
Series 2003-5 Lease Principal Payment Deficit, if any, on the preceding
Distribution Date over (y) the amount deposited in the Distribution
Account on such preceding Distribution Date pursuant to Section 2.5(b) on
account of such Series 2003-5 Lease Principal Payment Deficit.


 


“Series 2003-5 Lease Principal Payment Deficit” means on any
Distribution Date the sum of (a) the Series 2003-5 Monthly Lease Principal
Payment Deficit for such Distribution Date and (b) the Series 2003-5 Lease
Principal Payment Carryover Deficit for such Distribution Date.


 


“Series 2003-5 Letter of Credit” means an
irrevocable letter of credit, if any, substantially in the form of Exhibit D
to this Supplement issued by a Series 2003-5 Eligible Letter of Credit Provider
in favor of the Trustee for the benefit of the Series 2003-5 Noteholders and
the Surety Provider in form and substance satisfactory to the Surety Provider.


 


“Series 2003-5 Letter of Credit Amount” means,
as of any date of determination, the lesser of (a) the sum of (i) the
aggregate amount available to be drawn on such date under each Series 2003-5
Letter of Credit, as specified therein, and (ii) if the Series 2003-5 Cash
Collateral Account has been established and funded pursuant to
Section 2.8, the Series 2003-5 Available Cash Collateral Account Amount on
such date and (b) the aggregate outstanding principal amount of the Series 2003-5
Demand Notes on such date.


 


“Series 2003-5 Letter of Credit Expiration Date”
means, with respect to any Series 2003-5 Letter of Credit, the expiration date
set forth in such Series 2003-5 Letter of Credit, as such date may be extended
in accordance with the terms of such Series 2003-5 Letter of Credit.


 


“Series 2003-5 Letter of Credit Liquidity Amount”
means, as of any date of determination, the sum of (a) the aggregate amount
available to be drawn on such date under


 


13

















 


each Series 2003-5 Letter of Credit, as specified
therein, and (b) if the Series 2003-5 Cash Collateral Account has been
established and funded pursuant to Section 2.8, the Series 2003-5
Available Cash Collateral Account Amount on such date.


 


“Series 2003-5 Letter of Credit Provider” means
the issuer of a Series 2003-5 Letter of Credit.


 


“Series 2003-5
Letter of Credit Termination Date” means the first to occur of (a) the
date on which the Series 2003-5 Notes are fully paid and the Surety Provider has
been paid all Surety Provider Fees and all other Surety Provider Reimbursement
Amounts then due, (b) the Series 2003-5 Termination Date and (c) such earlier
date consented to by the Surety Provider and the Rating Agencies which consent
by the Surety Provider shall be in writing.


 


“Series 2003-5 Limited
Liquidation Event of Default” means, so long as such event or condition
continues, any event or condition of the type specified in clauses (a) through
(j) of Article III; provided, however, that any event or
condition of the type specified in clauses (a) through (e) and (h) through (j)
of Article III shall not constitute a Series 2003-5 Limited Liquidation Event
of Default if (i) within such thirty (30) day period, such Amortization Event
shall have been cured and, after such cure of such Amortization Event is
provided for, the Trustee shall have received the written consent of the Surety
Provider waiving the occurrence of such Series 2003-5 Limited Liquidation Event
of Default or (ii) the Trustee shall have received the written consent of the
Surety Provider waiving the occurrence of such Series 2003-5 Limited
Liquidation Event of Default.


 


“Series 2003-5
Liquidity Amount” means, as of any date of determination, the sum of (a)
the Series 2003-5 Letter of Credit Liquidity Amount on such date and (b) the
Series 2003-5 Available Reserve Account Amount on such date.


 


“Series 2003-5 Maximum
Aggregate Kia/Isuzu/Subaru/Hyundai/Suzuki Amount” means, as of any day,
with respect to Kia, Isuzu, Subaru, Hyundai and Suzuki, in the aggregate, an
amount equal to 15% of the aggregate Net Book Value of all Vehicles leased
under the Leases on such day or such lesser percentage as may be agreed to in
writing by AFC-II and the Surety Provider of the aggregate Net Book Value of all
Vehicles leased under the Leases on such day.


 


“Series 2003-5 Maximum
Amount” means any of the Series 2003-5 Maximum Manufacturer Amounts, the
Series 2003-5 Maximum Non-Eligible Manufacturer Amount, the Series 2003-5
Maximum Non-Program Vehicle Amount or the Series 2003-5 Maximum Specified
States Amount.


 


“Series 2003-5 Maximum
Individual Kia/Isuzu/Subaru/Hyundai/Suzuki Amount” means, as of any day,
with respect to Kia, Isuzu, Subaru, Hyundai or Suzuki, individually, an amount
equal to 5% of the aggregate Net Book Value of all Vehicles leased under the
Leases on such day.


 


“Series 2003-5 Maximum
Manufacturer Amount” means, as of any day, any of the Series 2003-5 Maximum
Mitsubishi Amount, the Series 2003-5 Maximum Individual
Kia/Isuzu/Subaru/Hyundai/Suzuki Amount or the Series 2003-5 Maximum Aggregate
Kia/Isuzu/Subaru/Hyundai/Suzuki Amount.


 


14

















 


“Series 2003-5 Maximum
Mitsubishi Amount” means, as of any day, an amount equal to 10% of the
aggregate Net Book Value of all Vehicles leased under the Leases on such day.


 


“Series 2003-5 Maximum
Non-Eligible Manufactur­er Amount” means, as of any day, an amount equal to
3% of the aggregate Net Book Value of all Vehicles leased under the Leases on
such day.


 


“Series 2003-5 Maximum
Non-Program Vehicle Amount” means, as of any day, an amount equal to the
Series 2003-5 Maximum Non-Program Vehicle Percentage of the aggregate Net Book
Value of all Vehicles leased under the Leases on such day.


 


“Series 2003-5 Maximum
Non-Program Vehicle Percentage” means 25% or such lesser percentage as may
be agreed to in writing by AFC-II and the Surety Provider on or after the
Series 2003-5 Closing Date, with prompt written notice thereof delivered by
AFC-II to the Trustee.


 


“Series 2003-5 Maximum
Specified States Amount” means, as of any day, an amount equal to 7.5% of
the aggregate Net Book Value of all Vehicles leased under the Leases on such
day.


 


“Series 2003-5 Monthly
Interest” means, with respect to any Series 2003-5 Interest Period, the sum
of the Class A-1 Monthly Interest and the Class A-2 Monthly Interest with
respect to such Series 2003-5 Interest Period.


 


“Series 2003-5 Monthly Lease Principal Payment
Deficit” means, on any Distribution Date, an amount equal to the excess, if
any, of (a) the aggregate amount of Principal Collections which pursuant to
Section 2.2(a), (b), (c) or (d) would have been allocated to the Series 2003-5
Collection Account if all payments required to have been made under the Leases
from and excluding the preceding Distribution Date to and including such
Distribution Date were made in full over (b) the aggregate amount of Principal
Collections which pursuant to Section 2.2(a), (b), (c) or (d) have been
allocated to the Series 2003-5 Collection Account (without giving effect to any
amounts paid into the Series 2003-5 Accrued Interest Account pursuant to the
proviso in Sections 2.2(c)(ii) and/or 2.2(d)(ii)) from and excluding the
preceding Distribution Date to and including such Distribution Date.


 


“Series 2003-5
Non-Program Vehicle Percentage” means, as of any date of deter­mination, a
fraction, expressed as a percentage, the numerator of which is the aggregate
Net Book Value of all Non-Program Vehicles leased under the AESOP I Operating
Lease as of such date and the denominator of which is the aggregate Net Book
Value of all Vehicles leased under the AESOP I Operating Lease as of such date.


 


“Series 2003-5 Note
Rate” means, the Class A-1 Note Rate or the Class A-2 Rate, as the context
may require.


 


“Series 2003-5
Noteholder” means any Class A-1 Noteholder or any Class A-2 Noteholder.


 


15

















 


“Series 2003-5 Notes”
means, collectively, the Class A-1 Notes and the Class A-2 Notes.


 


“Series 2003-5
Outstanding Principal Amount” means, as of any date of determination, the
sum of the Class A-1 Outstanding Principal Amount and the Class A-2 Outstanding
Principal Amount.


 


“Series 2003-5
Overcollateralization Amount” means (i) as of any date on which no AESOP I
Operating Lease Vehicle Deficiency exists, the Series 2003-5 Required
Overcollateralization Amount as of such date and (ii) as of any date on which
an AESOP I Operating Lease Vehicle Deficiency exists, the excess, if any, of
(x) the Series 2003-5 AESOP I Operating Lease Loan Agreement Borrowing Base as
of such date over (y) the Series 2003-5 Invested Amount as of such date.


 


“Series 2003-5 Past
Due Rent Payment” is defined in Section 2.2(g).


 


“Series 2003-5
Percentage” means, as of any date of determination, a fraction, expressed
as a per­centage, the numerator of which is the Series 2003-5 Invested Amount
as of such date and the denominator of which is the Aggregate Invested Amount
as of such date.


 


“Series 2003-5
Principal Allocation” is defined in Section 2.2(a)(ii).


 


“Series 2003-5 Program
Vehicle Percentage” means, as of any date of determination, 100% minus
the Series 2003-5 Non-Program Vehicle Percentage.


 


“Series 2003-5 Rapid
Amortization Period” means the period beginning at the close of business on
the Business Day immediately preceding the day on which an Amortization Event
is deemed to have occurred with respect to the Series 2003-5 Notes and ending
upon the earliest to occur of (i) the date on which the Series 2003-5 Notes are
fully paid and the Surety Provider has been paid all Surety Provider Fees and
all other Surety Provider Reimbursement Amounts then due, (ii) the Series
2003-5 Termination Date and (iii) the termination of the Indenture.


 


“Series 2003-5
Reimbursement Agreement” means any and each agreement provid­ing for the
reimbursement of a Series 2003-5 Letter of Credit Provider for draws  under its Series 2003-5 Letter of Credit as
the same may be amended, supplemented, restated or otherwise modified from time
to time.


 


“Series 2003-5
Repurchase Amount” is defined in Section 6.1.


 


“Series 2003-5
Required AESOP I Operating Lease Vehicle Amount” means, as of any date of
determination, the sum of the Series 2003-5 Invested Amount and the Series  2003-5 Required Overcollateralization Amount
as of such date.


 


“Series 2003-5
Required Enhancement Amount” means, as of any date of determi­nation, the
sum of (i) the product of the Series 2003-5 Required Enhancement Percentage as
of such date and the Series 2003-5 Invested Amount as of such date, (ii) the
Series 2003-5 AESOP I Operating Lease Vehicle Per­centage as of the immediately
preceding Business Day of


 


16

















 


the excess, if
any, of the Non-Program Vehicle Amount as of such date over the Series 2003-5
Maximum Non-Program Vehicle Amount as of such date, (iii) the Series 2003-5
AESOP I Operating Lease Vehicle Percentage as of the immediately preceding
Business Day of the excess, if any, of the aggregate Net Book Value of all
Vehicles manufactured by Mitsubishi and leased under the Leases as of such date
over the Series 2003-5 Maximum Mitsubishi Amount as of such date, (iv) the
Series 2003-5 AESOP I Operating Lease Vehicle Percentage as of the immediately
preceding Business Day of the excess, if any, of the aggre­gate Net Book Value
of all Vehicles manufac­tured by Kia, Isuzu, Subaru, Hyundai or Suzuki,
individually, and leased under the Leases as of such date over the Series
2003-5 Maximum Individual Kia/Isuzu/Subaru/ Hyundai/Suzuki Amount as of such
date, (v) the Series 2003-5 AESOP I Operating Lease Vehicle Percentage as of
the immediately preceding Business Day of the excess, if any, of the aggregate
Net Book Value of all Vehicles manufactured by Kia, Isuzu, Subaru, Hyundai or
Suzuki, in the aggregate, and leased under the Leases as of such date over the
Series 2003-5 Maximum Aggre­gate Kia/Isuzu/Subaru/Hyundai/Suzuki Amount as of
such date, (vi) the Series 2003-5 AESOP I Operating Lease Vehicle Percentage as
of the immediately preceding Business Day of the excess, if any, of the
Specified States Amount as of such date over the Series 2003-5 Maximum
Specified States Amount as of such date and (vii) the Series 2003-5 AESOP I
Operating Lease Vehicle Percentage as of the immediately preceding Business Day
of the excess, if any, of the Non-Eligible Manufacturer Amount as of such date
over the Series 2003-5 Maximum Non-Eligible Manufacturer Amount as of such
date.


 


“Series 2003-5
Required Enhancement Percentage” means, as of any date of deter­mination,
the sum of (i) the product of (A) 14.65% times (B) the Series 2003-5 Program
Vehicle Percentage as of such date and (ii) the product of (A) the Series
2003-5 Required Non-Program Enhancement Percentage as of such date times (B)
the Series 2003-5 Non-Program Vehicle Percentage as of such date.


 


“Series 2003-5
Required Liquidity Amount” means, with respect to any Distribution Date, an
amount equal to 3.0% of the Series 2003-5 Invested Amount on such Distribution
Date (after giving effect to any payments of principal to be made on the Series
2003-5 Notes on such Distribution Date).


 


“Series 2003-5
Required Non-Program Enhancement Percentage” means, as of any date of
determination, the greater of (a) 20.25% and (b) the sum of (i) 20.25% and (ii)
the highest, for any calendar month within the preceding twelve calendar
months, of the greater of (x) an amount (not less than zero) equal to 100% minus
the Measurement Month Average for the immediately preceding Measurement Month
and (y) an amount (not less than zero) equal to 100% minus the Market
Value Average as of the Determination Date within such calendar month
(excluding the Market Value Average for any Determination Date which has not
yet occurred).


 


“Series 2003-5
Required Overcollateralization Amount” means, as of any date of determination,
the excess, if any, of the Series 2003-5 Required Enhancement Amount over the
sum of (i) the Series 2003-5 Letter of Credit Amount as of such date, (ii) the
Series 2003-5 Available Reserve Account Amount on such date and (iii) the
amount of cash and Permitted Investments on deposit in the Series 2003-5
Collection Account (not including amounts allocable


 


17

















 


to the Series
2003-5 Accrued Interest Account) and the Series 2003-5 Excess Collection
Account on such date.


 


“Series 2003-5
Required Reserve Account Amount” means, with respect to any Distribution
Date, an amount equal to the greater of (a) the excess, if any, of the
Series 2003-5 Required Liquidity Amount on such Distribution Date over the
Series 2003-5 Letter of Credit Liquidity Amount on such Distribution Date
(after giving effect to any payments of principal to be made on the Series
2003-5 Notes on such Distribution Date) and (b) the excess, if any, of the
Series 2003-5 Required Enhancement Amount over the Series 2003-5 Enhancement
Amount (excluding therefrom the Series 2003-5 Available Reserve Account Amount
and calculated after giving effect to any payments of principal to be made on
the Series 2003-5 Notes) on such Distribution Date.


 


“Series 2003-5 Reserve
Account” is defined in Section 2.7(a).


 


“Series 2003-5 Reserve
Account Collateral” is defined in Section 2.7(d).


 


“Series 2003-5 Reserve
Account Surplus” means, with respect to any Distribution Date, the excess,
if any, of the Series 2003-5 Available Reserve Account Amount over the Series
2003-5 Required Reserve Account Amount on such Distribution Date.


 


“Series 2003-5
Revolving Period” means, the period from and including the Series 2003-5
Closing Date to the earlier of (i) the commencement of the Class A-1 Controlled
Amortization Period and (ii) the commencement of the Series 2003-5 Rapid
Amortization Period; provided that if the Class A-1 Notes are paid in
full on or prior to the December 2006 Distribution Date, then the Series 2003-5
Revolving Period shall also include the period from and including the first day
of the calendar month during which the Distribution Date on which the Class A-1
Notes are paid in full occurs to the earlier of (i) the commencement of the
Class A-2 Controlled Amortization Period and (ii) the commencement of the
Series 2003-5 Rapid Amortization Period.


 


“Series 2003-5
Shortfall” is defined in Section 2.3(g).


 


“Series 2003-5
Termination Date” means the December 2009 Distribution Date.


 


“Series 2003-5 Unpaid
Demand Amount” means, with respect to any single draw pursuant to Section
2.5(c) or (d) on the Series 2003-5 Letters of Credit, the aggregate amount
drawn by the Trustee on all Series 2003-5 Letters of Credit.


 


“Shadow Rating”
means the rating of the Series 2003-5 Notes by Standard & Poor’s or
Moody’s, as applicable, without giving effect to the Surety Bond.


 


“Standard & Poor’s”
means Standard & Poor’s Ratings Services, a division of The McGraw-Hill
Companies, Inc.


 


“Supplement” is
defined in the preamble hereto.


 


18

















 


“Surety Bond”
means the Note Guaranty Insurance Policy No. CA00724A, dated October 9, 2003,
issued by the Surety Provider.


 


“Surety Default”
means (i) the occurrence and continuance of any failure by the Surety Provider
to pay upon a demand for payment in accordance with the requirements of the
Surety Bond or (ii) the occurrence of an Event of Bankruptcy with respect to
the Surety Provider.


 


“Surety Provider”
means XL Capital Assurance Inc., a New York corporation.  The Surety Provider shall constitute an
“Enhancement Provider” with respect to the Series 2003-5 Notes for all purposes
under the Indenture and the other Related Documents.


 


“Surety Provider Fee”
is defined in the Insurance Agreement.


 


“Surety Provider
Reimbursement Amounts” means, as of any date of determination, (i) an
amount equal to the aggregate of any amounts due as of such date to the Surety
Provider pursuant to the Insurance Agreement in respect of unreimbursed draws
under the Surety Bond, including interest thereon determined in accordance with
the Insurance Agreement, and (ii) an amount equal to the aggregate of any
other amounts due as of such date to the Surety Provider pursuant to the
Insurance Agreement.


 


“Telerate Page 3750”
means the display page currently so designated on the Moneyline Telerate
Service (or such other page as may replace that page on that service for the
purpose of displaying comparable rates or prices).


 


“Temporary Global
Class A-1 Note” is defined in Section 5.2.


 


“Temporary Global
Class A-2 Note” is defined in Section 5.2.


 


“Termination Date Disbursement” means an amount
drawn under a Series 2003-5 Letter of Credit pursuant to a Certificate of
Termination Date Demand.


 


“Termination
Disbursement” means an amount drawn under a Series 2003-5 Letter of Credit
pursuant to a Certificate of Termination Demand.


 


“Trustee” is
defined in the recitals hereto.


 


“Unpaid Demand Note
Disbursement” means an amount drawn under a Series 2003-5 Letter of Credit
pursuant to a Certificate of Unpaid Demand Note Demand.


 


“Waivable Amount”
is defined in Article IV.


 


“Waiver Event”
means the occurrence of the delivery of a Waiver Request and the subsequent
waiver of any Series 2003-5 Maximum Amount.


 


“Waiver Request”
is defined in Article IV.


 


19

















 


ARTICLE II


 


SERIES
2003-5 ALLOCATIONS


 


With
respect to the Series 2003-5 Notes, the following shall apply:


 


Section 2.1             Establishment of Series 2003-5
Collection Account, Series 2003-5 Excess Collection Account and Series 2003-5
Accrued Interest Account.  (a)  All
Collections allocable to the Series 2003-5 Notes shall be allocated to the
Collection Account.


 


(b)           The Trustee will create three
administrative subaccounts within the Collection Account for the benefit of the
Series 2003-5 Noteholders and the Surety Provider:  the Series 2003-5 Collection Account (such sub-account, the “Series
2003-5 Collection Account”), the Series 2003-5 Excess Collection Account
(such sub-account, the “Series 2003-5 Excess Collection Account”) and
the Series 2003-5 Accrued Interest Account (such sub-account, the “Series
2003-5 Accrued Interest Account”).


 


Section 2.2             Allocations with Respect to the
Series 2003-5 Notes.  The net proceeds from the initial sale of
the Series 2003-5 Notes will be deposited into the Collection Account.  On each Business Day on which Collections
are deposited into the Collection Account (each such date, a “Series 2003-5
Deposit Date”), the Administrator will direct the Trustee in writing
pursuant to the Administration Agreement to allocate all amounts deposited into
the Collection Account in accordance with the provisions of this Section 2.2:


 


(a)           Allocations
of Collections During the Series 2003-5 Revolving Period.  During the Series 2003-5 Revolving Period,
the Administrator will direct the Trustee in writing pursuant to the
Administration Agreement to allocate on each day, prior to 11:00 a.m. (New York
City time) on each Series 2003-5 Deposit Date, all amounts deposited into the
Collection Account as set forth below:


 


(i)            allocate to the
Series 2003-5 Collection Account an amount equal to the sum of (A) the Series
2003-5 Invested Percentage (as of such day) of the aggregate amount of Interest
Collections on such day and (B) any amounts received by the Trustee on such day
in respect of the Series 2003-5 Interest Rate Caps.  All such amounts allocated to the Series 2003-5 Collection
Account shall be further allocated to the Series 2003-5 Accrued Interest Account;
and


 


(ii)           allocate to the
Series 2003-5 Excess Collection Account an amount equal to the Series 2003-5
Invested Percentage (as of such day) of the aggregate amount of Principal
Collections on such day (for any such day, the “Series 2003-5 Principal
Allocation”); provided, however, if a Waiver Event shall have
occurred, then such allocation shall be modified as provided in Article IV.


 


(b)           Allocations
of Collections During any Series 2003-5 Controlled Amortization Period.  With respect to any Series 2003-5 Controlled
Amortization Period, the Administrator will direct the Trustee in writing
pursuant to the Administration Agreement to allocate, prior to 11:00 a.m.  (New York City time) on any Series 2003-5
Deposit Date, all amounts deposited into the Collection Account as set forth
below:


 


20

















 


(i)            allocate to the
Series 2003-5 Collection Account an amount determined as set forth in Section
2.2(a)(i) above for such day, which amount shall be further allocated to the
Series 2003-5 Accrued Interest Account; and


 


(ii)           (A) with respect to
the Class A-1 Controlled Amortization Period, allocate to the Series 2003-5
Collection Account an amount equal to the Series 2003-5 Principal Allocation
for such day, which amount shall be used to make principal payments in respect
of the Class A-1 Notes; provided, however, that if the Monthly
Total Principal Allocation exceeds the Class A-1 Controlled Distribution
Amount, then the amount of such excess shall be allocated to the Series 2003-5
Excess Collection Account; and provided, further, that if a
Waiver Event shall have occurred, then such allocation shall be modified as
provided in Article IV and (B) with respect to the Class A-2 Controlled
Amortization Period, allocate to the Series 2003-5 Collection Account an amount
equal to the Series 2003-5 Principal Allocation for such day, which amount
shall be used to make principal payments in respect of the Class A-2 Notes; provided,
however, that if the Monthly Total Principal Allocation exceeds the
Class A-2 Controlled Distribution Amount, then the amount of such excess shall
be allocated to the Series 2003-5 Excess Collection Account; and provided,
further, that if a Waiver Event shall have occurred, then such
allocation shall be modified as provided in Article IV.


 


(c)           Allocations
of Collections During the Series 2003-5 Rapid Amortization Period.  With respect to the Series 2003-5 Rapid
Amortization Period, other than after the occurrence of an Event of Bankruptcy
with respect to ARAC, any other Lessee or AGH, the Adminis­trator will direct
the Trustee in writing pursuant to the Administration Agree­ment to allocate,
prior to 11:00 a.m. (New York City time) on any Series 2003-5 Deposit
Date, all amounts deposited into the Collection Account as set forth below:


 


(i)            allocate to the
Series 2003-5 Collection Account an amount deter­mined as set forth in Section
2.2(a)(i) above for such day, which amount shall be further allocated to the
Series 2003-5 Accrued Interest Account; and


 


(ii)           allocate to the
Series 2003-5 Collection Account an amount equal to the Series 2003-5 Principal
Allocation for such day, which amount shall be used to make principal payments
in respect of the Class A-1 Notes and the Class A-2 Notes, ratably, without
preference or priority of any kind, until the Series 2003-5 Invested Amount is
paid in full; provided that if on any Determination Date (A) the
Administrator determines that the amount anticipated to be available from
Interest Collections allocable to the Series 2003-5 Notes, any amounts payable
to the Trustee in respect of the Series 2003-5 Interest Rate Caps and other
amounts available pursuant to Section 2.3 to pay Series 2003-5 Adjusted Monthly
Interest on the next succeeding Distribution Date will be less than the Series
2003-5 Adjusted Monthly Interest for such Distribution Date and (B) the Series
2003-5 Enhancement Amount is greater than zero, then the Administrator shall
direct the Trustee in writing to reallocate a portion of the Principal
Collections allocated to the Series 2003-5 Notes during the Related Month equal
to the lesser


 


21

















 


of such insufficiency and the Series 2003-5 Enhancement Amount to the
Series 2003-5 Accrued Interest Account to be treated as Interest Collections on
such Distribution Date.


 


(d)           Allocations
of Collections after the Occurrence of an Event of Bankruptcy.  After the occurrence of an Event of
Bankruptcy with respect to ARAC, any other Lessee or AGH, the Administrator
will direct the Trustee in writing pursuant to the Administration Agreement to
allocate, prior to 11:00 a.m.  (New York
City time) on any Series 2003-5 Deposit Date, all amounts attributable to the
AESOP I Operating Lease Loan Agreement deposited into the Collection Account as
set forth below:


 


(i)            allocate to the
Series 2003-5 Collection Account an amount equal to the sum of (A) the Series
2003-5 AESOP I Operating Lease Vehicle Percentage as of the date of the
occurrence of such Event of Bankruptcy of the aggregate amount of Interest
Collections made under the AESOP I Operating Lease Loan Agreement for such day
and (B) any amounts received by the Trustee in respect of the Series 2003-5
Interest Rate Caps on such day.  All
such amounts allocated to the Series 2003-5 Collection Account shall be further
allocated to the Series 2003-5 Accrued Interest Account;


 


(ii)           allocate to the
Series 2003-5 Col­lection Account an amount equal to the Series 2003-5 AESOP I
Operating Lease Vehicle Percentage as of the date of the occurrence of such
Event of Bankruptcy of the aggregate amount of Principal Collections made under
the AESOP I Operating Lease Loan Agree­ment, which amount shall be used to make
principal payments in respect of the Series Class A-1 Notes and the Class A-2
Notes, ratably, without preference or priority of any kind, until the Series
2003-5 Invested Amount is paid in full; provided that if on any
Determination Date (A) the Administrator determines that the amount anticipated
to be available from Interest Collections allocable to the Series 2003-5 Notes,
any amounts payable to the Trustee in respect of Series 2003-5 Interest Rate
Caps and other amounts available pursuant to Section 2.3 to pay Series 2003-5
Adjusted Monthly Interest on the next succeeding Distribution Date will be less
than the Series 2003-5 Adjusted Monthly Interest for such Distribution Date and
(B) the Series 2003-5 Enhancement Amount is greater than zero, then the
Administrator shall direct the Trustee in writing to reallocate a portion of
the Principal Collections allocated to the Series 2003-5 Notes during the
Related Month equal to the lesser of such insufficiency and the Series 2003-5
Enhancement Amount to the Series 2003-5 Accrued Interest Account to be treated
as Interest Collections on such Distribution Date.


 


(e)           Series
2003-5 Excess Collection Account. 
Amounts allocated to the Series 2003-5 Excess Collection Account on any
Series 2003-5 Deposit Date will be (w) first, deposited in the Series 2003-5
Reserve Account in an amount up to the excess, if any, of the Series 2003-5
Required Reserve Account Amount for such date over the Series 2003-5 Available
Reserve Account Amount for such date, (x) second, used to pay the principal
amount of other Series of Notes that are then in amortization, (y) third,
released to AESOP Leasing in an amount equal to the product of (A) the Loan 


 


22

















 


Agreement’s Share with respect to the AESOP I
Operating Lease Loan Agreement as of such date times (B) 100% minus the
Loan Payment Allocation Percentage with respect to the AESOP I Operating Lease
Loan Agreement as of such date times (C) the amount of any remaining funds and
(z) fourth, paid to AFC-II for any use permitted by the Related Documents
including to make Loans under the Loan Agreements to the extent the Borrowers
have requested Loans thereunder and Eligible Vehicles are available for
financing thereunder; provided, however, that in the case of
clauses (x), (y) and (z), that no Amortization Event, Series 2003-5 Enhancement
Deficiency or AESOP I Operating Lease Vehicle Deficiency would result there­from
or exist immedi­ately thereafter.  Upon
the occurrence of an Amor­tization Event, funds on deposit in the Series 2003-5
Excess Collection Account will be with­drawn by the Trustee, deposited in the
Series 2003-5 Collection Account and allocated as Princi­pal Collections to
reduce the Series 2003-5 Invest­ed Amount on the immediately succeeding
Distribution Date.


 


(f)            Allocations
From Other Series.  Amounts
allocated to other Series of Notes that have been reallocated by AFC-II to the
Series 2003-5 Notes (i) during the Series 2003-5 Revolving Period shall be
allocated to the Series 2003-5 Excess Collection Account and applied in
accordance with Section 2.2(e) and (ii) during the Series 2003-5 Amortization
Period shall be allocated to the Series 2003-5 Collection Account and applied
in accordance with Section 2.2(b) or 2.2(c), as applicable, to make principal
payments in respect of the Series 2003-5 Notes.


 


(g)           Past
Due Rent Payments.  Notwithstanding
the foregoing, if in the case of Section 2.2(a) or (b), after the occurrence of
a Series 2003-5 Lease Payment Deficit, the Lessees shall make pay­ments of
Monthly Base Rent or other amounts payable by the Lessees under the Leases on
or prior to the fifth Business Day after the occurrence of such Series 2003-5
Lease Payment Deficit (a “Past Due Rent Payment”), the Administrator
shall direct the Trustee in writing pursuant to the Administration Agreement to
allocate to the Series 2003-5 Collection Account an amount equal to the Series
2003-5 Invested Percentage as of the date of the occurrence of such Series
2003-5 Lease Payment Deficit of the Collections attributable to such Past Due
Rent Payment (the “Series 2003-5 Past Due Rent Payment”).  The Administrator shall instruct the Trustee
in writing pursuant to the Administration Agreement to withdraw from the Series
2003-5 Collection Account and apply the Series 2003-5 Past Due Rent Payment in
the following order:


 


(i)            if the occurrence
of such Series 2003-5 Lease Payment Deficit resulted in one or more Lease
Deficit Disbursements being made under the Series 2003-5 Letters of Credit, pay
to each Series 2003-5 Letter of Credit Provider who made such a Lease Deficit
Disbursement for application in accor­dance with the provisions of the
applicable Series 2003-5 Reimbursement Agreement an amount equal to the lesser
of (x) the unreimbursed amount of such Series 2003-5 Letter of Credit
Provider’s Lease Deficit Disbursement and (y) such Series 2003-5 Letter of
Credit Provider’s Pro Rata Share of the Series 2003-5 Past Due Rent Payment;


 


(ii)           if the occurrence
of such Series 2003-5 Lease Payment Deficit resulted in a withdrawal being made
from the Series 2003-5 Cash Collateral


 


23

















 


Account, deposit in the Series 2003-5 Cash Collateral Account an amount
equal to the lesser of (x) the amount of the Series 2003-5 Past Due Rent
Payment remaining after any payment pursuant to clause (i) above and (y) the
amount withdrawn from the Series 2003-5 Cash Collateral Account on account of
such Series 2003-5 Lease Payment Deficit;


 


(iii)          if the occurrence
of such Series 2003-5 Lease Payment Deficit resulted in a withdrawal being made
from the Series 2003-5 Reserve Account pursuant to Section 2.3(d), deposit in
the Series 2003-5 Reserve Account an amount equal to the lesser of (x) the
amount of the Series 2003-5 Past Due Rent Payment remaining after any payments
pursuant to clauses (i) and (ii) above and (y) the excess, if any, of the
Series 2003-5 Required Reserve Account Amount over the Series 2003-5 Available
Reserve Account Amount on such day;


 


(iv)          allocate to the
Series 2003-5 Accrued Interest Account the amount, if any, by which the Series
2003-5 Lease Interest Payment Deficit, if any, relating to such Series 2003-5
Lease Payment Deficit exceeds the amount of the Series 2003-5 Past Due Rent
Payment applied pursuant to clauses (i), (ii) and (iii) above; and


 


(v)           treat the remaining
amount of the Series 2003-5 Past Due Rent Payment as Principal Collections
allocated to the Series 2003-5 Notes in accordance with Section 2.2(a)(ii) or
2.2(b)(ii), as the case may be.


 


Section 2.3             Payments to Noteholders. 
On each Determination Date, as provided below, the Administrator shall
instruct the Paying Agent in writing pursuant to the Administration Agreement
to with­draw, and on the following Distribution Date the Paying Agent, acting
in accordance with such instructions, shall withdraw the amounts required to be
withdrawn from the Collection Account pursuant to Section 2.3(a) below in
respect of all funds available from Series 2003-5 Interest Rate Cap
Proceeds and Interest Collections processed since the preceding Distribution
Date and allocated to the holders of the Series 2003-5 Notes.


 


(a)           Note Interest with respect to the
Series 2003-5 Notes.  On each
Determination Date, the Administrator shall instruct the Trustee and the Paying
Agent in writing pursuant to the Administration Agreement as to the amount to
be withdrawn and paid pursuant to Section 2.4 from the Series 2003-5 Accrued
Interest Account to the extent funds are anticipated to be available from
Interest Collections allocable to the Series 2003-5 Notes and the
Series 2003-5 Interest Rate Cap Proceeds processed from but not including
the preceding Distribution Date through the succeeding Distribution Date in
respect of (x) first, an amount equal to the Series 2003-5 Monthly Interest for
the Series 2003-5 Interest Period ending on the day preceding the related
Distribution Date, (y) second, an amount equal to the amount of any unpaid
Series 2003-5 Shortfall as of the preceding Distribution Date (together with
any accrued interest on such Series 2003-5 Shortfall) and (z) third, an amount
equal to the Surety Provider Fee for such Series 2003-5 Interest Period plus
any Surety Provider Reimbursement Amounts then due and owing.  On the following Distribution Date, the
Trustee shall withdraw the amounts described in the first sentence of this
Section 2.3(a) from the Series 2003-5 Accrued Interest Account and deposit
such amounts in the Series 2003-5 Distribution Account.


 


24

















 


(b)           Lease Payment Deficit Notice.  On or before 10:00 a.m. (New York City time)
on each Distribution Date, the Administrator shall notify the Trustee and the
Surety Provider of the amount of any Series 2003-5 Lease Payment Deficit, such
notification to be in the form of Exhibit E to this Supplement (each a “Lease
Payment Deficit Notice”).


 


(c)           Draws on Series 2003-5 Letters of
Credit For Series 2003-5 Lease Interest Payment Deficits.  If the Administrator determines on any
Distribution Date that there exists a Series 2003-5 Lease Interest Payment
Deficit, the Administrator shall instruct the Trustee in writing to draw on the
Series 2003-5 Letters of Credit, if any, and, the Trustee shall, by 12:00 noon
(New York City time) on such Distribution Date draw an amount as set forth in
such notice equal to the least of (i) such Series 2003-5 Lease Interest Payment
Deficit, (ii) the excess, if any, of the sum of the amounts described in
clauses (x), (y) and (z) of Section 2.3(a) above on such Distribution Date over
the amounts available from the Series 2003-5 Accrued Interest Account and (iii)
the Series 2003-5 Letter of Credit Liquidity Amount on the Series 2003-5
Letters of Credit by presenting to each Series 2003-5 Letter of Credit Provider
(with a copy to the Surety Provider) a draft accompanied by a Certificate of
Lease Deficit Demand and shall cause the Lease Deficit Disbursements to be
deposited in the Series 2003-5 Distribution Account on such Distribution Date; provided,
however, that if the Series 2003-5 Cash Collateral Account has been
established and funded, the Trustee shall withdraw from the Series 2003-5 Cash
Collateral Account and deposit in the Series 2003-5 Distribution Account an
amount equal to the lesser of (x) the Series 2003-5 Cash Collateral Percentage
on such Distribution Date of the least of the amounts described in clauses (i),
(ii) and (iii) above and (y) the Series 2003-5 Available Cash Collateral
Account Amount on such Distribution Date and draw an amount equal to the
remainder of such amount on the Series 2003-5 Letters of Credit.  During the continuance of a Surety Default,
no amounts in respect of the Surety Provider Fee shall be drawn on the Series
2003-5 Letters of Credit.


 


(d)           Withdrawals from Series 2003-5
Reserve Account.  If the
Administrator determines on any Distribution Date that the amounts available
from the Series 2003-5 Accrued Interest Account plus the amount, if any,
to be drawn under the Series 2003-5 Letters of Credit and /or withdrawn from
the Series 2003-5 Cash Collateral Account pursuant to Section 2.3(c) are
insufficient to pay the sum of the amounts described in clauses (x), (y) and
(z) of Section 2.3(a) above on such Distribution Date, the Administrator shall
instruct the Trustee in writing to withdraw from the Series 2003-5 Reserve
Account and deposit in the Series 2003-5 Distribution Account on such
Distribution Date an amount equal to the lesser of the Series 2003-5 Available
Reserve Account Amount and such insufficiency. 
During the continuance of a Surety Default, no amounts in respect of the
Surety Provider Fee shall be withdrawn from the Series 2003-5 Reserve Account.  The Trustee shall withdraw such amount from
the Series 2003-5 Reserve Account and deposit such amount in the Series 2003-5
Distribution Account.


 


(e)           Surety Bond.  If the Administrator determines on any
Distribution Date that the sum of the amounts available from the Series 2003-5
Accrued Interest Account plus the amount, if any, to be drawn under the
Series 2003-5 Letters of Credit and/or to be withdrawn from the Series 2003-5
Cash Collateral Account pursuant to Section 2.3(c) above plus the
amount, if any, to be withdrawn from the Series 2003-5 Reserve Account pursuant
to Section 2.3(d) above is insufficient to pay the Series 2003-5 Adjusted
Monthly Interest for such Distribution Date, the Administrator shall instruct
the Trustee in writing to make a demand on


 


25

















 


the Surety Bond and, upon
receipt of such notice by the Trustee on or prior to 11:00 a.m. (New York City
time) on such Distribution Date, the Trustee shall, by 12:00 noon (New York
City time) on such Distribution Date, make a demand on the Surety Bond in an
amount equal to such insufficiency in accordance with the terms thereof and
shall cause the proceeds thereof to be deposited in the Series 2003-5
Distribution Account.


 


(f)            Balance.  On or prior to the second Business Day
preceding each Distribution Date, the Administrator shall instruct the Trustee
and the Paying Agent in writing pursuant to the Administration Agreement to pay
the balance (after making the payments required in Section 2.4), if any, of the
amounts available from the Series 2003-5 Accrued Interest Account and the
Series 2003-5 Distribution Account, plus the amount, if any, drawn under
the Series 2003-5 Letters of Credit and/or withdrawn from the Series 2003-5
Cash Collateral Account pursuant to Section 2.3(c) plus the amount, if
any, withdrawn from the Series 2003-5 Reserve Account pursuant to Section
2.3(d) as follows:


 


(i)            on each
Distribution Date during the Series 2003-5 Revolving Period or a Series 2003-5
Controlled Amortization Period, (1) first, to the Surety Provider, in an amount
equal to (x) the Surety Provider Fee for the related Series 2003-5 Interest
Period and, without duplication, (y) any Surety Provider Reimbursement Amounts
then due and owing, (2) second, to the Administrator, an amount equal to the Series
2003-5 Percentage as of the beginning of such Series 2003-5 Interest Period of
the portion of the Monthly Administration Fee payable by AFC-II (as specified
in clause (iii) of the definition thereof) for such Series 2003-5 Interest
Period, (3) third, to the Trustee, an amount equal to the Series 2003-5
Percentage as of the beginning of such Series 2003-5 Interest Period of the
Trustee’s fees for such Series 2003-5 Interest Period, (4) fourth, to pay any
Carrying Charges (other than Carrying Charges provided for above) to the
Persons to whom such amounts are owed, an amount equal to the Series 2003-5
Percentage as of the beginning of such Series 2003-5 Interest Period of such
Carrying Charges (other than Carrying Charges provided for above) for such Series
2003-5 Interest Period, (5) fifth, if AFC-II is required to replace the Series
2003-5 Interest Rate Cap Counterparty pursuant to Section 2.10(b), the initial
payment, if any, to be made by AFC-II to the replacement Series 2003-5 Interest
Rate Cap Counterparty and (6) sixth, the balance, if any (“Excess
Collections”), shall be withdrawn by the Paying Agent from the Series
2003-5 Collection Account and deposited in the Series 2003-5 Excess Collection
Account; and


 


(ii)           on each
Distribution Date during the Series 2003-5 Rapid Amortization Period, (1)
first, to the Surety Provider, in an amount equal to (x) the Surety Provider
Fee for the related Series 2003-5 Interest Period and, without duplication, (y)
any Surety Provider Reimbursement Amounts then due and owing, (2) second, to
the Trustee, an amount equal to the Series 2003-5 Percentage as of the
beginning of such Series 2003-5 Interest Period of the Trustee’s fees for such
Series 2003-5 Interest Period, (3) third, to the Administrator, an amount equal
to the Series 2003-5 Percentage as of the beginning of such Series 2003-5
Interest Period of the portion of the Monthly Administration Fee (as specified
in clause (iii) of the definition thereof) payable by AFC-II for such Series
2003-5 Interest Period, (4) fourth, to pay any Carrying Charges (other than
Carrying Charges provided for above) to the Persons to whom such amounts are
owed, an amount equal to the Series 2003-5 Percentage as of the beginning of
such Series 2003-5 Interest


 


26

















 


Period of such Carrying Charges (other than Carrying Charges provided
for above) for such Series 2003-5 Interest Period, (5) fifth, if AFC-II is
required to replace the Series 2003-5 Interest Rate Cap Counterparty pursuant
to Section 2.10(b), the initial payment, if any, to be made by AFC-II to the
replacement Series 2003-5 Interest Rate Cap Counterparty and (6) sixth, so long
as the Series 2003-5 Invested Amount is greater than the Series 2003-5
Principal Allocations on such Distribution Date, an amount equal to the excess
of the Series 2003-5 Invested Amount over the Series 2003-5 Principal
Allocations on such Distribution Date shall be treated as Principal
Collections.


 


(g)           Shortfalls.  If the amounts described in Section 2.3 are
insufficient to pay the Series 2003-5 Monthly Interest on any Distribution
Date, payments of interest to the Series 2003-5 Noteholders will be reduced on
a pro  rata basis by the amount of such deficiency.  The aggregate amount, if any, of such
deficiency on any Distribution Date shall be referred to as the “Series
2003-5 Shortfall.”  Interest shall
accrue on the portion of the Series 2003-5 Shortfall allocable to the Class A-1
Notes at the Class A-1 Note Rate and on the portion of the Series 2003-5 Shortfall
allocable to the Class A-2 Notes at the Class A-2 Note Rate.


 


(h)           Listing Information Requirement.  From the time of the Administrator’s written
notice to the Trustee that the Class A-2 Notes are listed on the Luxembourg
Stock Exchange until the Administrator shall give the Trustee written notice
that the Class A-2 Notes are not listed on the Luxembourg Stock Exchange, the
Trustee shall, or shall instruct the Paying Agent to, cause the Class A-2 Note
Rate for the next succeeding Series 2003-5 Interest Period, the number of days
in such Series 2003-5 Interest Period, the Distribution Date for such Series
2003-5 Interest Period and the amount of interest payable on the Class A-2
Notes on such Distribution Date to be (A) communicated to DTC, Euroclear, Clearstream,
the Paying Agent in Luxembourg and the Luxembourg Stock Exchange no later than
11:00 a.m. (London time) on the Business Day immediately following each LIBOR
Determination Date and (B) published in the Authorized Newspaper as soon as
possible after its determination.


 


Section 2.4             Payment of Note Interest. 
On each Distribution Date, subject to Sec­tion 9.8 of the Base
Indenture, the Paying Agent shall, in accordance with Section 6.1 of the Base
Indenture, pay to the Series 2003-5 Noteholders from the Series 2003-5
Distribution Account the amount due to the Series 2003-5 Noteholders deposited
in the Series 2003-5 Distribution Account pursuant to Section 2.3.


 


Section 2.5             Payment of Note Principal. 
(a)  Monthly Payments During
Controlled Amortization Period or Rapid Amortization Period.  Commencing on the second Determination Date
during the Class A-1 Controlled Amortization Period or the Class A-2 Controlled
Amortization Period, as the case may be, or the first Determination Date after
the commencement of the Series 2003-5 Rapid Amortization Period, the
Administrator shall instruct the Trustee and the Paying Agent in writing
pursuant to the Administration Agreement and in accordance with this Section
2.5 as to (i) the amount allocated to the Series 2003-5 Notes during the
Related Month pursuant to Section 2.2(b)(ii), (c)(ii) or (d)(ii), as the case
may be, (ii) any amounts to be drawn on the Series 2003-5 Demand Notes and/or
on the Series 2003-5 Letters of Credit (or withdrawn from the Series 2003-5 Cash
Collateral Account), (iii) any amounts to be withdrawn from the Series 2003-5
Reserve Account and deposited into the Series 2003-5 Distribution Account and
(iv) the amount of any demand on the Surety Bond in accordance with


 


27

















 


the terms
thereof.  On the Distribution Date
following each such Determination Date, the Trustee shall withdraw the amount
allocated to the Series 2003-5 Notes during the Related Month pursuant to
Section 2.2(b)(ii), (c)(ii) or (d)(ii), as the case may be, from the Series
2003-5 Collection Account and deposit such amount in the Series 2003-5
Distribution Account, to be paid to the holders of the Series 2003-5 Notes.


 


(b)           Principal Draws on Series 2003-5
Letters of Credit.  If the Administrator
determines on any Distribution Date during the Series 2003-5 Rapid Amortization
Period that there exists a Series 2003-5 Lease Principal Payment Deficit, the
Administrator shall instruct the Trustee in writing to draw on the Series
2003-5 Letters of Credit, if any, as provided below; provided, however,
that the Administrator shall not instruct the Trustee to draw on the Series
2003-5 Letters of Credit in respect of a Series 2003-5 Lease Principal Payment
Deficit on or after the date of the filing by any of the Lessees of a petition
for relief under Chapter 11 of the Bankruptcy Code unless and until the date on
which each of the Lessees shall have resumed making all payments of the portion
of Monthly Base Rent relating to Loan Interest required to be made under the
AESOP I Operating Lease.  Upon receipt
of a notice by the Trustee from the Administrator in respect of a Series 2003-5
Lease Principal Payment Deficit on or prior to 11:00 a.m. (New York City time)
on a Distribution Date, the Trustee shall, by 12:00 noon (New York City time)
on such Distribution Date draw an amount as set forth in such notice equal to
the lesser of (i) such Series 2003-5 Lease Principal Payment Deficit and (ii)
the Series 2003-5 Letter of Credit Liquidity Amount on the Series 2003-5
Letters of Credit by presenting to each Series 2003-5 Letter of Credit Provider
a draft accompanied by a Certificate of Lease Deficit Demand and shall cause
the Lease Deficit Disbursements to be deposited in the Series 2003-5
Distribution Account on such Distribution Date; provided, however,
that if the Series 2003-5 Cash Collateral Account has been established and
funded, the Trustee shall withdraw from the Series 2003-5 Cash Collateral
Account and deposit in the Series 2003-5 Distribution Account an amount equal
to the lesser of (x) the Series 2003-5 Cash Collateral Percentage on such
Distribution Date of the Series 2003-5 Lease Principal Payment Deficit and (y)
the Series 2003-5 Available Cash Collateral Account Amount on such Distribution
Date and draw an amount equal to the remainder of such amount on the Series
2003-5 Letters of Credit.


 


(c)           Final Distribution Date.  The entire Class A-1 Invested Amount shall
be due and payable on the Class A-1 Final Distribution Date, and the entire
Class A-2 Invested Amount shall be due and payable on the Class A-2 Final
Distribution Date.  In connection
therewith:


 


(i)            Demand Note Draw.  If the amount to be deposited in the Series
2003-5 Distribution Account in accordance with Section 2.5(a) together with any
amounts to be deposited therein in accordance with Section 2.5(b) allocable to
the Class A-1 Notes on the Class A-1 Final Distribution Date or the Class A-2
Notes on the Class A-2 Final Distribution Date, as the case may be, is less
than the Class A-1 Invested Amount or the Class A-2 Invested Amount, as the
case may be, and there are any Series 2003-5 Letters of Credit on such date,
then, prior to 10:00 a.m. (New York City time) on the second Business Day prior
to such Series 2003-5 Final Distribution Date, the Administrator shall instruct
the Trustee in writing (with a copy to the Surety Provider) to make a demand (a
“Demand Notice”) substantially in the form attached hereto as Exhibit
F on the Demand Note Issuers for payment under the Series 2003-5 Demand
Notes in an amount equal to


 


28

















 


the lesser of (i) such insuf­fici­ency and (ii) the Series 2003-5
Letter of Credit Amount.  The Trustee
shall, prior to 12:00 noon (New York City time) on the second Business Day
preceding such Series 2003-5 Final Distribution Date, deliver such Demand
Notice to the Demand Note Issuers; provided, however, that if an
Event of Bankruptcy (or the occurrence of an event described in clause (a) of
the definition thereof, without the lapse of a period of sixty (60) consecutive
days) with respect to a Demand Note Issuer shall have occurred and be
continuing, the Trustee shall not be required to deliver such Demand Notice to
such Demand Note Issuer.  The Trustee
shall cause the proceeds of any demand on the Series 2003-5 Demand Notes to be
deposited into the Series 2003-5 Distribution Account.


 


(ii)           Letter of Credit
Draw.  In the event that either (x)
on or prior to 10:00 a.m. (New York City time) on the Business Day immediately
preceding any Distribution Date next succeeding any date on which a Demand
Notice has been transmitted by the Trustee to the Demand Note Issuers pursuant
to clause (i) of this Section 2.5(c), any Demand Note Issuer shall have
failed to pay to the Trustee or deposit into the Series 2003-5 Distribution
Account the amount specified in such Demand Notice in whole or in part or (y)
due to the occurrence of an Event of Bankruptcy (or the occurrence of an event
described in clause (a) of the defini­tion thereof, without the lapse of a
period of sixty (60) consecutive days) with respect to one or more of the
Demand Note Issuers, the Trustee shall not have delivered such Demand Notice to
any Demand Note Issuer on the second Business Day preceding such Series 2003-5
Final Distribution Date, then, in the case of (x) or (y) the Trustee shall draw
on the Series 2003-5 Letters of Credit by 12:00 noon (New York City time) on
such Business Day an amount equal to the lesser of (a) the amount that the
Demand Note Issuers failed to pay under the Series 2003-5 Demand Notes (or, the
amount that the Trustee failed to demand for payment thereunder) and
(b) the Series 2003-5 Letter of Credit Amount on such Business Day by
presenting to each Series 2003-5 Letter of Credit Provider (with a copy to the
Surety Provider) a draft accompanied by a Certificate of Unpaid Demand Note
Demand; provided, however,  that if the Series 2003-5 Cash Collateral
Account has been established and funded, the Trustee shall withdraw from the
Series 2003-5 Cash Collateral Account and deposit in the Series 2003-5
Distribution Account an amount equal to the lesser of (x) the Series 2003-5
Cash Collateral Percentage on such Business Day of the amount that the Demand
Note Issuers failed to pay under the Series 2003-5 Demand Notes (or, the amount
that the Trustee failed to demand for payment thereunder) and (y) the Series
2003-5 Available Cash Collateral Account Amount on such Business Day and draw
an amount equal to the remainder of the amount that the Demand Note Issuers
failed to pay under the Series 2003-5 Demand Notes (or, the amount that the
Trustee failed to demand for payment thereunder) on the Series 2003-5 Letters
of Credit.  The Trustee shall deposit,
or cause the deposit of, the proceeds of any draw on the Series 2003-5 Letters
of Credit and the proceeds of any withdrawal from the Series 2003-5 Cash
Collateral Account to be deposited in the Series 2003-5 Distribution Account.


 


(iii)          Reserve Account
Withdrawal.  If, after giving effect
to the deposit into the Series 2003-5 Distribution Account of the amount to be
deposited in accordance with Section 2.5(a) and the amounts described in
clauses (i) and (ii) of this Section 2.5(c), the amount to be deposited in the
Series 2003-5 Distribution Account with respect to a Series


 


29

















 


2003-5 Final Distribution Date is or will be less than the Class A-1
Invested Amount or the Class A-2 Invested Amount, as the case may be, then,
prior to 12:00 noon (New York City time) on the second Business Day prior to
such Series 2003-5 Final Distribution Date, the Administrator shall instruct
the Trustee in writing to withdraw from the Series 2003-5 Reserve Account, an
amount equal to the lesser of the Series 2003-5 Available Reserve Account
Amount and such remaining insufficiency and deposit it in the Series 2003-5
Distribution Account on such Series 2003-5 Final Distribution Date.


 


(iv)          Demand on Surety
Bond.  If after giving effect to the
deposit into the Series 2003-5 Distribution Account of the amount to be
deposited in accordance with Section 2.5(a) and all other amounts described in
clauses (i), (ii) and (iii) of this Section 2.5(c), the amount to be deposited
in the Series 2003-5 Distribution Account with respect to such Series 2003-5
Final Distribution Date is or will be less than the Class A-1 Outstanding
Principal Amount or the Class A-2 Outstanding Principal Amount, as the case may
be, then the Trustee shall make a demand on the Surety Bond by 12:00 p.m. (New
York City time) on the second Business Day preceding such Distribution Date in
an amount equal to such insufficiency in accordance with the terms thereof and
shall cause the proceeds thereof to be deposited in the Series 2003-5
Distribution Account.


 


(d)           Principal Deficit Amount.  On each Distribution Date, other than the
Class A-1 Final Distribution Date and the Class A-2 Final Distribution Date, on
which the Principal Deficit Amount is greater than zero, amounts shall be
transferred to the Series 2003-5 Distribution Account as follows:


 


(i)            Demand Note Draw.  If on any Determination Date, the
Administrator determines that the Principal Deficit Amount with respect to the
next succeeding Distribution Date will be greater than zero and there are any
Series 2003-5 Letters of Credit on such date, prior to 10:00 a.m. (New York
City time) on the second Business Day prior to such Distribution Date, the
Administrator shall instruct the Trustee in writing (with a copy to the Surety
Provider) to deliver a Demand Notice to the Demand Note Issuers demanding
payment of an amount equal to the lesser of (A) the Principal Deficit Amount
and (B) the Series 2003-5 Letter of Credit Amount.  The Trustee shall, prior to 12:00 noon (New York City time) on
the second Business Day preceding such Distribution Date, deliver such Demand
Notice to the Demand Note Issuers; provided, however, that if an
Event of Bankruptcy (or the occurrence of an event described in clause (a) of
the definition thereof, without the lapse of a period of sixty (60) consecutive
days) with respect to a Demand Note Issuer shall have occurred and be
continuing, the Trustee shall not be required to deliver such Demand Notice to
such Demand Note Issuer.  The Trustee
shall cause the proceeds of any demand on the Series 2003-5 Demand Note to be
deposited into the Series 2003-5 Distribution Account.


 


(ii)           Letter of Credit
Draw.  In the event that either (x)
on or prior to 10:00 a.m. (New York City time) on the Business Day prior to
such Distribution Date, any Demand Note Issuer shall have failed to pay to the
Trustee or deposit into the Series 2003-5 Distribution Account the amount
specified in such Demand Notice in whole or in part or (y) due to the
occurrence of an Event of Bankruptcy (or the occurrence of an event described
in clause (a) of the definition thereof, without the lapse of a period of sixty
(60)


 


30

















 


consecutive days) with respect to any Demand Note Issuer, the Trustee
shall not have delivered such Demand Notice to any Demand Note Issuer on the
second Business Day preceding such Distribution Date, then, in the case of (x)
or (y) the Trustee shall on such Business Day draw on the Series 2003-5 Letters
of Credit an amount equal to the lesser of (i) Series 2003-5 Letter of Credit
Amount and (ii) the aggregate amount that the Demand Note Issuers failed
to pay under the Series 2003-5 Demand Notes (or, the amount that the Trustee
failed to demand for payment thereunder) by presenting to each Series 2003-5
Letter of Credit Provider (with a copy to the Surety Provider) a draft
accompanied by a Certificate of Unpaid Demand Note Demand; provided, however,
that if the Series 2003-5 Cash Collateral Account has been established and
funded, the Trustee shall withdraw from the Series 2003-5 Cash Collateral
Account and deposit in the Series 2003-5 Distribution Account an amount equal
to the lesser of (x) the Series 2003-5 Cash Collateral Percentage on such
Business Day of the aggregate amount that the Demand Note Issuers failed to pay
under the Series 2003-5 Demand Notes (or, the amount that the Trustee failed to
demand for payment thereunder) and (y) the Series 2003-5 Available Cash
Collateral Account Amount on such Business Day and draw an amount equal to the
remainder of the aggregate amount that the Demand Note Issuers failed to pay
under the Series 2003-5 Demand Notes (or, the amount that the Trustee failed to
demand for payment thereunder) on the Series 2003-5 Letters of Credit.  The Trustee shall deposit into, or cause the
deposit of, the proceeds of any draw on the Series 2003-5 Letters of Credit and
the proceeds of any withdrawal from the Series 2003-5 Cash Collateral Account
to be deposited in the Series 2003-5 Distribution Account.


 


(iii)          Reserve Account
Withdrawal.  If the Series 2003-5 Letter
of Credit Amount will be less than the Principal Deficit Amount on any
Distribution Date, then, prior to 12:00 noon (New York City time) on the second
Business Day prior to such Distribution Date, the Administrator shall instruct
the Trustee in writing to withdraw from the Series 2003-5 Reserve Account, an
amount equal to the lesser of (x) the Series 2003-5 Available Reserve Account
Amount and (y) the amount by which the Principal Deficit Amount exceeds the
amounts to be deposited in the Series 2003-5 Distribution Account in accordance
with clauses (i) and (ii) of this Section 2.5(d) and deposit it in the Series
2003-5 Distribution Account on such Distribution Date.


 


(iv)          Demand on Surety
Bond.  If the sum of the Series
2003-5 Letter of Credit Amount and the Series 2003-5 Available Reserve Account
Amount will be less than the Principal Deficit Amount on any Distribution Date,
then the Trustee shall make a demand on the Surety Bond by 12:00 noon (New York
City time) on the second Business Day preceding such Distribution Date in an
amount equal to the Insured Principal Deficit Amount and shall cause the
proceeds thereof to be deposited in the Series 2003-5 Distribution Account.


 


(e)           Distribution.  On each Distribution Date occurring on or
after the date a withdrawal is made from the Series 2003-5 Collection Account
pursuant to Section 2.5(a) or amounts are deposited in the Series 2003-5
Distribution Account pursuant to Section 2.5(b), (c) or (d) the Paying Agent
shall, in accordance with Section 6.1 of the Base Indenture, pay pro  rata
to each Class A-1 Noteholder or Class A-2 Noteholder, as applicable, from the
Series 2003-5 Distribution Account the amount deposited therein pursuant to
Section 2.5(a), (b), (c) or (d), to


 


31

















 


the extent necessary to
pay the Class A-1 Controlled Amortization Amount during the Class A-1
Controlled Amortization Period or the Class A-2 Controlled Amortization Amount
during the Class A-2 Controlled Amortization Period, as the case may be, or to
the extent necessary to pay the Class A-1 Invested Amount and the Class A-2
Invested Amount during the Series 2003-5 Rapid Amortization Period.


 


Section 2.6             Administrator’s Failure to
Instruct the Trustee to Make a Deposit or Payment. 
If the Administrator fails to give notice or instructions to make any
payment from or deposit into the Collection Account required to be given by the
Adminis­trator, at the time speci­fied in the Administration Agreement or any
other Related Document (including appli­cable grace periods), the Trustee shall
make such payment or deposit into or from the Collection Account without such
notice or instruction from the Administrator, provided that the Adminis­tra­tor,
upon request of the Trustee, promptly provides the Trustee with all information
necessary to allow the Trustee to make such a payment or deposit.  When any payment or deposit hereunder or
under any other Related Document is required to be made by the Trustee or the
Paying Agent at or prior to a specified time, the Administrator shall deliver
any applicable written instructions with respect thereto reasonably in advance
of such specified time.


 


Section 2.7             Series-2003-5 Reserve Account. 
(a)  Establishment of Series
2003-5 Reserve Account.  AFC-II
shall establish and maintain in the name of the Series 2003-5 Agent for the
benefit of the Series 2003-5 Noteholders and the Surety Provider, or cause to
be established and maintained, an account (the “Series 2003-5 Reserve
Account”), bearing a designation clearly indicating that the funds
deposited therein are held for the benefit of the Series 2003-5 Noteholders and
the Surety Provider.  The Series 2003-5
Reserve Account shall be maintained (i) with a Qualified Institution, or (ii)
as a segregated trust account with the corporate trust depart­ment of a
depository institution or trust company having corporate trust powers and
acting as trustee for funds deposited in the Series 2003-5 Reserve Account; provided
that, if at any time such Qualified Institution is no longer a Qualified
Institution or the credit rating of any securities issued by such depositary
institution or trust company shall be reduced to below “BBB-” by Standard &
Poor’s or “Baa2” by Moody’s, then AFC-II shall, within thirty (30) days of such
reduction, establish a new Series 2003-5 Reserve Account with a new Qualified
Institution.  If the Series 2003-5
Reserve Account is not maintained in accordance with the previous sentence,
AFC-II shall establish a new Series 2003-5 Reserve Account, within ten (10) Business
Days after obtaining knowledge of such fact, which complies with such sentence,
and shall instruct the Series 2003-5 Agent in writing to transfer all cash and
investments from the non-qualifying Series 2003-5 Reserve Account into the new
Series 2003-5 Reserve Account. 
Initially, the Series 2003-5 Reserve Account will be established with
The Bank of New York.


 


(b)           Administration of the Series
2003-5 Reserve Account.  The
Administrator may instruct the institution maintaining the Series 2003-5 Reserve
Account to invest funds on deposit in the Series 2003-5 Reserve Account from
time to time in Permitted Investments; provided, however, that
any such investment shall mature not later than the Business Day prior to the
Distribution Date following the date on which such funds were received, unless
any Permitted Investment held in the Series 2003-5 Reserve Account is held with
the Paying Agent, then such investment may mature on such Distribution Date and
such funds shall be available for withdrawal on or prior to such Distribution
Date.  All such Permitted Investments
will be credited to the Series 2003-5 Reserve Account and any such Permitted
Investments that constitute


 


32

















 


(i) physical property (and that is not either a United States
security entitlement or a security entitlement) shall be physically delivered
to the Trustee; (ii) United States security entitlements or security
entitlements shall be controlled (as defined in Section 8-106 of the New York
UCC) by the Trustee pending maturity or disposition, and
(iii) uncertificated securities (and not United States security
entitlements) shall be delivered to the Trustee by causing the Trustee to
become the registered holder of such securities.  The Trustee shall, at the direction and expense of AFC-II, take
such action as is required to maintain the Trustee’s security interest in the
Permitted Investments credited to the Series 2003-5 Reserve Account.  AFC-II shall not direct the Trustee to
dispose of (or permit the disposal of) any Permitted Investments prior to the
maturity thereof to the extent such disposal would result in a loss of the
purchase price of such Permitted Investments. 
In the absence of written investment instructions hereunder, funds on
deposit in the Series 2003-5 Reserve Account shall remain uninvested.


 


(c)           Earnings from Series 2003-5
Reserve Ac­count.  All interest and
earnings (net of losses and investment expenses) paid on funds on deposit in
the Series 2003-5 Reserve Account shall be deemed to be on deposit therein and
available for distribution.


 


(d)           Series 2003-5 Reserve Account
Constitutes Additional Collateral for Series 2003-5 Notes.  In order to secure and provide for the
repayment and payment of the AFC-II Obligations with respect to the Series
2003-5 Notes, AFC-II hereby grants a security interest in and assigns, pledges,
grants, transfers and sets over to the Series 2003-5 Agent, for the benefit of
the Series 2003-5 Noteholders and the Surety Provider, all of AFC-II’s right,
title and interest in and to the following (whether now or hereafter existing
or acquired):  (i) the Series 2003-5
Reserve Account, including any security entitlement thereto; (ii) all funds on
deposit therein from time to time; (iii) all certificates and instruments, if
any, representing or evidencing any or all of the Series 2003-5 Reserve Account
or the funds on deposit therein from time to time; (iv) all investments
made at any time and from time to time with monies in the Series 2003-5 Reserve
Account, whether constituting securities, instruments, general intangibles,
investment property, financial assets or other property; (v) all interest,
dividends, cash, instruments and other property from time to time received,
receivable or otherwise distributed in respect of or in exchange for the Series
2003-5 Reserve Account, the funds on deposit therein from time to time or the
investments made with such funds; and (vi) all proceeds of any and all of the
foregoing, including, without limitation, cash (the items in the foregoing
clauses (i) through (vi) are referred to, collectively, as the “Series
2003-5 Reserve Account Collateral”). 
The Series 2003-5 Agent shall possess all right, title and interest in
and to all funds on deposit from time to time in the Series 2003-5 Reserve
Account and in all proceeds thereof, and shall be the only person authorized to
originate entitlement orders in respect of the Series 2003-5 Reserve
Account.  The Series 2003-5 Reserve
Account Collateral shall be under the sole dominion and control of the Series
2003-5 Agent for the benefit of the Series 2003-5 Noteholders and the Surety
Provider.  The Series 2003-5 Agent
hereby agrees (i) to act as the securities intermediary (as defined in Section
8-102(a)(14) of the New York UCC) with respect to the Series 2003-5
Reserve Account; (ii) that each item of property (whether investment property,
financial asset, security, instrument or cash) credited to the Series 2003-5
Reserve Account shall be treated as a financial asset (as defined in Section 8-102(a)(9)
of the New York UCC) and (iii) to comply with any entitlement order (as
defined in Section 8-102(a)(8) of the New York UCC) issued by the Trustee.


 


33

















 


(e)           Series 2003-5 Reserve Account
Surplus.  In the event that the
Series 2003-5 Reserve Account Surplus on any Distribution Date, after giving
effect to all withdrawals from the Series 2003-5 Reserve Account, is greater
than zero, if no Series 2003-5 Enhancement Deficiency or AESOP I Operating Lease
Vehicle Deficiency would result therefrom or exist thereafter, the Trustee,
acting in accordance with the written instructions of the Administrator (with a
copy of such written instructions to be provided by the Administrator to the
Surety Provider) pursuant to the Administration Agreement, shall withdraw from
the Series 2003-5 Reserve Account an amount equal to the Series 2003-5 Reserve
Account Surplus and shall pay such amount to AFC-II.


 


(f)            Termination of Series 2003-5
Reserve Ac­count.  Upon the termination
of the Indenture pursuant to Section 11.1 of the Base Indenture, the Trustee,
acting in accordance with the written instructions of the Administrator, after
the prior payment of all amounts owing to the Series 2003-5 Noteholders and to
the Surety Provider and payable from the Series 2003-5 Reserve Account as
provided herein, shall withdraw from the Series 2003-5 Reserve Account all
amounts on deposit therein for payment to AFC-II.


 


Section 2.8             Series 2003-5 Letters of Credit
and Series 2003-5 Cash Collateral Account.  (a)        Series 2003-5 Letters of Credit and
Series 2003-5 Cash Collateral Account Constitute Additional Collateral for
Series 2003-5 Notes.  In order to
secure and provide for the repayment and payment of the AFC-II Obligations with
respect to the Series 2003-5 Notes, AFC-II hereby grants a security interest in
and assigns, pledges, grants, transfers and sets over to the Trustee, for the
benefit of the Series 2003-5 Noteholders and the Surety Provider, all of
AFC-II’s right, title and interest in and to the following (whether now or
hereafter existing or acquired): (i) each Series 2003-5 Letter of Credit;
(ii) the Series 2003-5 Cash Collateral Account, including any security
entitlement thereto; (iii) all funds on deposit in the Series 2003-5 Cash
Collateral Account from time to time; (iv) all certificates and
instruments, if any, representing or evidencing any or all of the Series 2003-5
Cash Collateral Account or the funds on deposit therein from time to time;
(v) all investments made at any time and from time to time with monies in
the Series 2003-5 Cash Collateral Account, whether constituting securities,
instruments, general intangibles, investment property, financial assets or
other property; (vi) all interest, dividends, cash, instruments and other
property from time to time received, receivable or otherwise distributed in
respect of or in exchange for the Series 2003-5 Cash Collateral Account, the
funds on deposit therein from time to time or the investments made with such
funds; and (vii) all proceeds of any and all of the foregoing, including,
without limitation, cash (the items in the foregoing clauses (ii) through
(vii) are referred to, collectively, as the “Series 2003-5 Cash
Collateral Account Collateral”). 
The Trustee shall, for the benefit of the Series 2003-5 Noteholders and
the Surety Provider, possess all right, title and interest in all funds on
deposit from time to time in the Series 2003-5 Cash Collateral Account and in
all proceeds thereof, and shall be the only person authorized to originate
entitlement orders in respect of the Series 2003-5 Cash Collateral
Account.  The Series 2003-5 Cash
Collateral Account shall be under the sole dominion and control of the Trustee
for the benefit of the Series 2003-5 Noteholders and the Surety Provider.  The Series 2003-5 Agent hereby agrees (i) to
act as the securities intermediary (as defined in Section 8-102(a)(14) of the
New York UCC) with respect to the Series 2003-5 Cash Collateral Account;
(ii) that each item of property (whether investment property, financial asset,
security, instrument or cash) credited to the Series 2003-5 Cash Collateral
Account shall be treated as a financial asset (as defined in Section
8-102(a)(9) of the


 


34

















 


New York UCC) and (iii) to comply with any entitlement order (as
defined in Section 8-102(a)(8) of the New York UCC) issued by the Trustee.


 


(b)           Series 2003-5 Letter of Credit
Expiration Date.  If prior to the
date which is ten (10) days prior to the then scheduled Series 2003-5 Letter of
Credit Expiration Date with respect to any Series 2003-5 Letter of Credit,
excluding the amount available to be drawn under such Series 2003-5 Letter of
Credit but taking into account each substitute Series 2003-5 Letter of Credit
which has been obtained from a Series 2003-5 Eligible Letter of Credit Provider
and is in full force and effect on such date, the Series 2003-5 Enhancement
Amount would be equal to or more than the Series 2003-5 Required Enhancement
Amount and the Series 2003-5 Liquidity Amount would be equal to or greater than
the Series 2003-5 Required Liquidity Amount, then the Administrator shall
notify the Trustee and the Surety Provider (with the Surety Provider to be
provided supporting calculations in reasonable detail) in writing no later than
two Business Days prior to such Series 2003-5 Letter of Credit Expiration Date
of such determination.  If prior to the
date which is ten (10) days prior to the then scheduled Series 2003-5 Letter of
Credit Expiration Date with respect to any Series 2003-5 Letter of Credit,
excluding the amount available to be drawn under such Series 2003-5 Letter of
Credit but taking into account a substitute Series 2003-5 Letter of Credit
which has been obtained from a Series 2003-5 Eligible Letter of Credit Provider
and is in full force and effect on such date, the Series 2003-5 Enhancement
Amount would be less than the Series 2003-5 Required Enhancement Amount or the
Series 2003-5 Liquidity Amount would be less than the Series 2003-5 Required
Liquidity Amount, then the Administrator shall notify the Trustee and the
Surety Provider (with the Surety Provider to be provided supporting
calculations in reasonable detail) in writing no later than two Business Days
prior to such Series 2003-5 Letter of Credit Expiration Date of (x) the greater
of (A) the excess, if any, of the Series 2003-5 Required Enhancement Amount
over the Series 2003-5 Enhancement Amount, excluding the available amount under
such expiring Series 2003-5 Letter of Credit but taking into account any
substitute Series 2003-5 Letter of Credit which has been obtained from a Series
2003-5 Eligible Letter of Credit Provider and is in full force and effect, on
such date, and (B) the excess, if any, of the Series 2003-5 Required Liquidity
Amount over the Series 2003-5 Liquidity Amount, excluding the available amount
under such expiring Series 2003-5 Letter of Credit but taking into account any
substitute Series 2003-5 Letter of Credit which has been obtained from a Series
2003-5 Eligible Letter of Credit Provider and is in full force and effect, on
such date, and (y) the amount available to be drawn on such expiring Series
2003-5 Letter of Credit on such date. 
Upon receipt of such notice by the Trustee on or prior to 10:00 a.m.
(New York City time) on any Business Day, the Trustee shall, by 12:00 p.m. (New
York City time) on such Business Day (or, in the case of any notice given to
the Trustee after 10:00 a.m. (New York City time), by 12:00 p.m. (New York City
time) on the next following Business Day), draw the lesser of the amounts set
forth in clauses (x) and (y) above on such expiring Series 2003-5 Letter of
Credit by presenting a draft (with a copy to the Surety Provider) accompanied
by a Certificate of Termination Demand and shall cause the Termination
Disbursement to be deposited in the Series 2003-5 Cash Collateral Account.


 


If the Trustee does not
receive the notice from the Administrator described in the first paragraph of
this Section 2.8(b) on or prior to the date that is two Business Days prior to
each Series 2003-5 Letter of Credit Expiration Date, the Trustee shall, by
12:00 p.m. (New York City time) on such Business Day draw the full amount of
such Series 2003-5 Letter of Credit by


 


35

















 


presenting a draft accompanied by a Certificate of Termination Demand
and shall cause the Termination Disbursement to be deposited in the Series
2003-5 Cash Collateral Account.


 


(c)           Series 2003-5 Letter of Credit
Providers.  The Administrator shall
notify the Trustee and the Surety Provider in writing within one Business Day
of becoming aware that (i) the long-term senior unsecured debt credit rating of
any Series 2003-5 Letter of Credit Provider has fallen below “A+” as determined
by Standard & Poor’s or “Al” as determined by Moody’s or (ii) the
short-term senior unsecured debt credit rating of any Series 2003-5 Letter of
Credit Provider has fallen below “A-1” as determined by Standard & Poor’s
or “P-1” as determined by Moody’s.  At
such time the Administrator shall also notify the Trustee of (i) the
greater of (A) the excess, if any, of the Series 2003-5 Required Enhancement
Amount over the Series 2003-5 Enhancement Amount, excluding the available
amount under the Series 2003-5 Letter of Credit issued by such Series 2003-5
Letter of Credit Provider, on such date, and (B) the excess, if any, of the
Series 2003-5 Required Liquidity Amount over the Series 2003-5 Liquidity
Amount, excluding the available amount under such Series 2003-5 Letter of Credit,
on such date, and (ii) the amount available to be drawn on such Series
2003-5 Letter of Credit on such date. 
Upon receipt of such notice by the Trustee on or prior to 10:00 a.m.
(New York City time) on any Business Day, the Trustee shall, by 12:00 p.m. (New
York City time) on such Business Day (or, in the case of any notice given to
the Trustee after 10:00 a.m. (New York City time), by 12:00 p.m. (New York City
time) on the next following Business Day), draw on such Series 2003-5 Letter of
Credit in an amount equal to the lesser of the amounts in clause (i) and
clause (ii) of the immediately preceding sentence on such Business Day by
presenting a draft accompanied by a Certificate of Termination Demand and shall
cause the Termination Disbursement to be deposited in the Series 2003-5 Cash
Collateral Account.


 


(d)           Termination Date Demands on the
Series 2003-5 Letters of Credit. 
Prior to 10:00 a.m. (New York City time) on the Business Day immediately
succeeding the Series 2003-5 Letter of Credit Termination Date, the
Administrator shall determine the Series 2003-5 Demand Note Payment Amount, if
any, as of the Series 2003-5 Letter of Credit Termination Date and, if the
Series 2003-5 Demand Note Payment Amount is greater than zero, instruct the
Trustee in writing to draw on the Series 2003-5 Letters of Credit.  Upon receipt of any such notice by the
Trustee on or prior to 11:00 a.m. (New York City time) on a Business Day, the
Trustee shall, by 12:00 noon (New York City time) on such Business Day draw an
amount equal to the lesser of (i) the Series 2003-5 Demand Note Payment
Amount and (ii) the Series 2003-5 Letter of Credit Liquidity Amount on the
Series 2003-5 Letters of Credit by presenting to each Series 2003-5 Letter of
Credit Provider (with a copy to the Surety Provider) a draft accompanied by a
Certificate of Termination Date Demand and shall cause the Termination Date
Disbursement to be deposited in the Series 2003-5 Cash Collateral Account; provided,
however, that if the Series 2003-5 Cash Collateral Account has been
established and funded, the Trustee shall draw an amount equal to the product
of (a) 100% minus the Series 2003-5 Cash Collateral Percentage and (b)
the lesser of the amounts referred to in clause (i) and (ii) on such Business
Day on the Series 2003-5 Letters of Credit as calculated by the Administra­tor
and provided in writing to the Trustee and the Surety Provider.


 


(e)           Draws on the Series 2003-5 Letters
of Credit.  If there is more than
one Series 2003-5 Letter of Credit on the date of any draw on the Series 2003-5
Letters of Credit pursuant to the terms of this Supplement, the Administrator
shall instruct the Trustee, in writing,


 


36

















 


to draw on each Series 2003-5 Letter of Credit in an amount equal to
the Pro Rata Share of the Series 2003-5 Letter of Credit Provider issuing such
Series 2003-5 Letter of Credit of the amount of such draw on the Series 2003-5
Letters of Credit.


 


(f)            Establishment of Series 2003-5
Cash Collateral Account.  On or
prior to the date of any drawing under a Series 2003-5 Letter of Credit
pursuant to Section 2.8(b), (c) or (d) above, AFC-II shall establish and
maintain in the name of the Trustee for the benefit of the Series 2003-5
Noteholders and the Surety Provider, or cause to be established and maintained,
an account (the “Series 2003-5 Cash Collateral Account”), bearing a
designation clearly indicating that the funds deposited therein are held for
the benefit of the Series 2003-5 Noteholders and the Surety Provider.  The Series 2003-5 Cash Collateral Account
shall be maintained (i) with a Qualified Institution, or (ii) as a
segregated trust account with the corporate trust department of a depository
institution or trust company having corporate trust powers and acting as
trustee for funds deposited in the Series 2003-5 Cash Collateral Account; provided,
however, that if at any time such Qualified Institution is no longer a
Qualified Institution or the credit rating of any securities issued by such
depository institution or trust company shall be reduced to below “BBB-” by
Standard & Poor’s or “Baa3” by Moody’s, then AFC-II shall, within thirty
(30) days of such reduction, establish a new Series 2003-5 Cash Collateral
Account with a new Qualified Institution or a new segre­gated trust account
with the corporate trust department of a depository institution or trust
company having corporate trust powers and acting as trustee for funds deposited
in the Series 2003-5 Cash Collateral Account. 
If a new Series 2003-5 Cash Collateral Account is established, AFC-II
shall instruct the Trustee in writing to transfer all cash and investments from
the non-qualifying Series 2003-5 Cash Collateral Account into the new Series
2003-5 Cash Collateral Account.


 


(g)           Administration of the Series
2003-5 Cash Collateral Account. 
AFC-II may instruct (by standing instructions or otherwise) the
institution maintaining the Series 2003-5 Cash Collateral Account to invest
funds on deposit in the Series 2003-5 Cash Collateral Account from time to time
in Permitted Investments; provided, however, that any such
investment shall mature not later than the Business Day prior to the
Distribution Date following the date on which such funds were received, unless
any Permitted Investment held in the Series 2003-5 Cash Collateral Account is
held with the Paying Agent, in which case such investment may mature on such
Distribution Date so long as such funds shall be available for withdrawal on or
prior to such Distribution Date.  All
such Permitted Investments will be credited to the Series 2003-5 Cash
Collateral Account and any such Permitted Investments that constitute
(i) physical property (and that is not either a United States security
entitlement or a security entitlement) shall be physically delivered to the
Trustee; (ii) United States security entitlements or security entitlements
shall be controlled (as defined in Section 8-106 of the New York UCC) by the
Trustee pending maturity or disposition, and (iii) uncertificated
securities (and not United States security entitlements) shall be delivered to
the Trustee by causing the Trustee to become the registered holder of such
securities.  The Trustee shall, at the
expense of AFC-II, take such action as is required to maintain the Trustee’s
security interest in the Permitted Investments credited to the Series 2003-5
Cash Collateral Account.  AFC-II shall
not direct the Trustee to dispose of (or permit the disposal of) any Permitted
Investments prior to the maturity thereof to the extent such disposal would
result in a loss of the purchase price of such Permitted Investments.  In the absence of written investment
instructions hereunder, funds on deposit in the Series 2003-5 Cash Collateral
Account shall remain uninvested.


 


37

















 


(h)           Earnings from Series 2003-5 Cash
Collateral Account.  All interest
and earnings (net of losses and investment expenses) paid on funds on deposit
in the Series 2003-5 Cash Collateral Account shall be deemed to be on deposit
therein and available for distribution.


 


(i)            Series 2003-5 Cash Collateral
Account Surplus.  In the event that
the Series 2003-5 Cash Collateral Account Surplus on any Distribution Date (or,
after the Series 2003-5 Letter of Credit Termination Date, on any date) is
greater than zero, the Trustee, acting in accordance with the written
instructions (a copy of which shall be provided by the Administrator to the
Surety Provider) of the Administrator, shall with­draw from the Series 2003-5
Cash Collateral Account an amount equal to the Series 2003-5 Cash Collateral
Account Surplus and shall pay such amount: 
first, to the Series 2003-5 Letter of Credit Providers to the
extent of any unreimbursed drawings under the related Series 2003-5
Reimbursement Agreement, for application in accordance with the provisions of
the related Series 2003-5 Reimbursement Agreement, and, second, to
AFC-II any remaining amount.


 


(j)            Post-Series 2003-5 Letter of
Credit Termination Date Withdrawals from the Series 2003-5 Cash Collateral
Account.  If the Surety Provider
notifies the Trustee in writing that the Surety Provider shall have paid a
Preference Amount (as defined in the Surety Bond) under the Surety Bond,
subject to the satisfaction of the conditions set forth in the next succeeding
sentence, the Trustee shall withdraw from the Series 2003-5 Cash Collateral
Account and pay to the Surety Provider an amount equal to the lesser of
(i) the Series 2003-5 Available Cash Collateral Account Amount on such
date and (ii) such Preference Amount. 
Prior to any withdrawal from the Series 2003-5 Cash Collateral Account
pursuant to this Section 2.8(j), the Trustee shall have received a
certified copy of the order requiring the return of such Preference Amount.


 


(k)           Termination of Series 2003-5 Cash
Collateral Account.  Upon the
termina­tion of this Supplement in accordance with its terms, the Trustee,
acting in accordance with the written instructions of the Administrator, after
the prior payment of all amounts owing to the Series 2003-5 Noteholders and to
the Surety Provider and payable from the Series 2003-5 Cash Collateral Account
as provided herein, shall withdraw from the Series 2003-5 Cash Collateral
Account all amounts on deposit therein (to the extent not withdrawn pursuant to
Section 2.8(i) above) and shall pay such amounts:  first, to the Series 2003-5 Letter of
Credit Providers to the extent of any unreimbursed drawings under the related
Series 2003-5 Reimbursement Agreement, for application in accordance with the
provisions of the related Series 2003-5 Reimbursement Agreement, and, second,
to AFC-II any remaining amount.


 


Section 2.9             Series 2003-5 Distribution
Account  (a)  Establishment
of Series 2003-5 Distribution Account. 
The Trustee shall establish and maintain in the name of the Series
2003-5 Agent for the benefit of the Series 2003-5 Noteholders and the Surety
Provider, or cause to be established and maintained, an account (the “Series
2003-5 Distribution Account”), bearing a designation clearly indicating
that the funds deposited therein are held for the benefit of the Series 2003-5
Noteholders and the Surety Provider. 
The Series 2003-5 Distribution Account shall be maintained (i) with a
Qualified Institution, or (ii) as a segregated trust account with the corporate
trust department of a depository institution or trust company having corporate
trust powers and acting as trustee for funds deposited in the Series 2003-5
Distribution Account; provided, however, that if at any time such
Qualified Institution is no longer a Qualified


 


38

















 


Institution or the credit rating of any securities issued by such
depositary institution or trust company shall be reduced to below  “BBB-” by Standard & Poor’s or “Baa3” by
Moody’s, then AFC-II shall, within thirty (30) days of such reduction,
establish a new Series 2003-5 Distribution Account with a new Qualified
Institution.  If the Series 2003-5
Distribution Account is not maintained in accordance with the previous
sentence, AFC-II shall establish a new Series 2003-5 Distribution Account,
within ten (10) Business Days after obtaining knowledge of such fact, which
complies with such sentence, and shall instruct the Series 2003-5 Agent in
writing to transfer all cash and investments from the non-qualifying Series 2003-5
Distribution Account into the new Series 2003-5 Distribution Account.  Initially, the Series 2003-5 Distribution
Account will be established with The Bank of New York.


 


(b)           Administration of the Series
2003-5 Distribution Account.  The
Administrator may instruct the institution maintaining the Series 2003-5
Distribution Account to invest funds on deposit in the Series 2003-5
Distribution Account from time to time in Permitted Investments; provided,
however, that any such investment shall mature not later than the
Business Day prior to the Distribution Date following the date on which such
funds were received, unless any Permitted Investment held in the Series 2003-5
Distribution Account is held with the Paying Agent, then such investment may
mature on such Distribution Date and such funds shall be available for
withdrawal on or prior to such Distribution Date.  All such Permitted Investments will be credited to the Series
2003-5 Distribution Account and any such Permitted Investments that constitute
(i) physical property (and that is not either a United States security
entitle­ment or a security entitlement) shall be physically delivered to the
Trustee; (ii) United States security entitlements or security entitlements
shall be controlled (as defined in Section 8-106 of the New York UCC) by
the Trustee pending maturity or disposition, and (iii) uncertificated
securities (and not United States security entitlements) shall be delivered to
the Trustee by causing the Trustee to become the registered holder of such securities.  The Trustee shall, at the direction and
expense of AFC-II, take such action as is required to maintain the Trustee’s
security interest in the Permitted Investments credited to the Series 2003-5
Distribution Account.  AFC-II shall not
direct the Trustee to dispose of (or permit the disposal of) any Permitted
Investments prior to the maturity thereof to the extent such disposal would
result in a loss of the purchase price of such Permitted Investments.  In the absence of written investment
instructions hereunder, funds on deposit in the Series 2003-5 Distribution
Account shall remain uninvested.


 


(c)           Earnings from Series 2003-5
Distribution Account.  All interest
and earnings (net of losses and investment expenses) paid on funds on deposit
in the Series 2003-5 Distribution Account shall be deemed to be on deposit and
available for distribution.


 


(d)           Series 2003-5 Distribution Account
Constitutes Additional Collateral for Series 2003-5 Notes.  In order to secure and provide for the
repayment and payment of the AFC-II Obligations with respect to the Series
2003-5 Notes, AFC-II hereby grants a security interest in and assigns, pledges,
grants, transfers and sets over to the Series 2003-5 Agent, for the benefit of
the Series 2003-5 Noteholders and the Surety Provider, all of AFC-II’s right,
title and interest in and to the following (whether now or hereafter existing
or acquired):  (i) the Series 2003-5
Distri­bution Account, including any security entitlement thereto; (ii) all
funds on deposit therein from time to time; (iii) all certificates and
instruments, if any, representing or evidencing any or all of the Series 2003-5
Distribution Account or the funds on deposit therein from time to time;


 


39

















 


(iv) all investments made at any time and from time to time with monies
in the Series 2003-5 Distribution Account, whether constituting securities,
instruments, general intangibles, investment property, financial assets or
other property; (v) all interest, dividends, cash, instruments and other
property from time to time received, receivable or otherwise distributed in
respect of or in exchange for the Series 2003-5 Distribution Account, the funds
on deposit therein from time to time or the investments made with such funds;
and (vi) all proceeds of any and all of the foregoing, including, without
limitation, cash (the items in the foregoing clauses (i) through (vi) are
referred to, collectively, as the “Series 2003-5 Distribution Account
Collateral”).  The Series 2003-5
Agent shall possess all right, title and interest in all funds on deposit from
time to time in the Series 2003-5 Distribution Account and in and to all
proceeds thereof, and shall be the only person authorized to originate
entitlement orders in respect of the Series 2003-5 Distribution Account.  The Series 2003-5 Distribution Account
Collateral shall be under the sole dominion and control of the Series 2003-5
Agent for the benefit of the Series 2003-5 Noteholders and the Surety
Provider.  The Series 2003-5 Agent
hereby agrees (i) to act as the securities intermediary (as defined in Section
8-102(a)(14) of the New York UCC) with respect to the Series 2003-5
Distribution Account; (ii) that each item of property (whether investment
property, financial asset, security, instrument or cash) credited to the Series
2003-5 Distribution Account shall be treated as a financial asset (as defined
in Section 8-102(a)(9) of the New York UCC) and (iii) to comply with any
entitlement order (as defined in Section 8-102(a)(8) of the New York UCC)
issued by the Trustee.


 


Section
2.10           Series 2003-5 Interest Rate Caps.


 


(a)           On the Series 2003-5 Closing Date,
AFC-II shall acquire one or more interest rate caps acceptable to the Surety
Provider (each a “Series 2003-5 Interest Rate Cap”) from a Qualified
Interest Rate Cap Counterparty.  The
aggregate initial notional amount of all Series 2003-5 Interest Rate Caps shall
equal the Class A-2 Initial Invested Amount, and the notional amount of any Series
2003-5 Interest Rate Cap may be reduced pursuant to its terms but at no time
shall the aggregate notional amount of all Series 2003-5 Interest Rate Caps be
less than the Class A-2 Invested Amount. 
The strike rate of each Series 2003-5 Interest Rate Cap shall not be
greater than 4.0%.


 


(b)           If, at any time, a Series 2003-5
Interest Rate Cap Counterparty is not a Qualified Interest Rate Cap
Counterparty, then AFC-II will cause such Series 2003-5 Interest Rate Cap
Counterparty within thirty (30) days following such occurrence, at the Series
2003-5 Interest Rate Cap Counterparty’s expense, to do either of the following
(i) obtain a replacement interest rate cap on substantially the same terms as
the Series 2003-5 Interest Rate Cap being replaced from a Qualified Interest
Rate Cap Counterparty and simultaneously with such replacement, AFC-II shall
terminate the Series 2003-5 Interest Rate Cap being replaced or (ii) enter into
any arrangement satisfactory to Standard & Poor’s, Moody’s and the Surety
Provider, which is sufficient to maintain or restore the immediately prior
Shadow Rating.  Other than as provided
in the last sentence of this Section 2.10(b), no termination of any Series
2003-5 Interest Rate Cap shall occur until AFC-II has entered into a replacement
interest rate cap.  If AFC-II is unable
to cause such Interest Rate Cap Counterparty to obtain such a replacement
interest rate cap after making commercially reasonable efforts or enter into
any other arrangement pursuant to this Section 2.10(b), AFC-II will obtain such
replacement interest rate cap at the expense of the replaced Series 2003-5
Interest Rate Cap Counterparty or, if the replaced Series 2003-5 Interest


 


40

















 


Rate Cap Counterparty fails to make such payment, at the expense of AFC-II
(in which event, such amount will be paid solely from Interest Collections
available pursuant to Section 2.3(f)(i) or (ii) hereof).  Each Series 2003-5 Interest Rate Cap must
provide that if such Series 2003-5 Interest Rate Cap Counterparty thereto is
required to obtain a replacement interest rate cap or enter into any other
arrangement pursuant to this Section 2.10(b) and such action is not taken
within thirty (30) days, then such Series 2003- 5 Interest Rate Cap
Counterparty must, until a replacement Series 2003-5 Interest Rate Cap is
executed and in effect, collateralize its obligations under such Series 2003-5
Interest Rate Cap in an amount equal to the greatest of (i) the
marked-to-market value of such Series 2003-5 Interest Rate Cap, (ii) the next
payment due from such Series 2003-5 Interest Rate Cap Counterparty and (iii) 1%
of the notional amount of such Series 2003-5 Interest Rate Cap.  In the event that an “Event of Default”
under a Series 2003-5 Interest Rate Cap has occurred (x) under Section 5(a)(i)
of the ISDA Master Agreement governing such Series 2003-5 Interest Rate Cap in
connection with the failure by the related Series 2003-5 Interest Rate Cap
Counterparty to make payments due under such Series 2003-5 Interest Rate Cap or
(y) under Section 5(a)(vii) of the ISDA Master Agreement governing such Series
2003-5 Interest Rate Cap in connection with certain bankruptcy events with
respect to the related Series 2003-5 Interest Rate Cap Counterparty, then
AFC-II shall, at the request of the Surety Provider, promptly terminate such
Series 2003-5 Interest Rate Cap.


 


(c)           To secure payment of all AFC-II
Obligations with respect to the Series 2003-5 Notes, AFC-II grants a security
interest in, and assigns, pledges, grants, transfers and sets over to the
Series 2003-5 Agent, for the benefit of the Series 2003-5 Noteholders and the
Surety Provider, all of AFC-II’s right, title and interest in the Series 2003-5
Interest Rate Caps and all proceeds thereof (the “Series 2003-5 Interest
Rate Cap Collateral”).  AFC-II shall
require all Series 2003-5 Interest Rate Cap Proceeds to be paid to, and
the Trustee shall allocate all Series 2003-5 Interest Rate Cap Proceeds to, the
Series 2003-5 Accrued Interest Account of the Series 2003-5
Collection Account.


 


(d)           The failure of AFC-II to comply with
its covenants contained in this Section 2.10 shall not constitute an
Amortization Event with respect to the Series 2003-5 Notes.


 


Section 2.11           Series 2003-5 Accounts Permitted
Investments.  AFC-II shall not, and shall not permit,
funds on deposit in the Series 2003-5 Accounts to be invested in:


 


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


 


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


 


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


 


(iv)          money market funds
or eurodollar time deposits which are not rated at least “AAA” by Standard
& Poor’s;


 


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


 


41

















 


(vi)          any investment,
instrument or security not otherwise listed in clause (i) through (vi) of the
definition of “Permitted Investments” in the Base Indenture that is not
approved in writing by the Surety Provider.


 


Section 2.12           Series 2003-5 Demand Notes
Constitute Additional Collateral for Series 2003-5 Notes.  In order to secure and provide for the repayment and
payment of the AFC-II Obligations with respect to the Series 2003-5 Notes,
AFC-II hereby grants a security interest in and assigns, pledges, grants,
transfers and sets over to the Trustee, for the benefit of the Series 2003-5
Noteholders and the Surety Provider, all of AFC-II’s right, title and interest
in and to the follow­ing (whether now or hereafter existing or acquired):
(i) the Series 2003-5 Demand Notes; (ii) all certificates and
instruments, if any, representing or evidencing the Series 2003-5 Demand Notes;
and (iii) all proceeds of any and all of the foregoing, including, without
limitation, cash.  On the date hereof,
AFC-II shall deliver to the Trustee, for the benefit of the Series 2003-5
Noteholders and the Surety Provider, each Series 2003-5 Demand Note, endorsed
in blank.  The Trustee, for the benefit
of the Series 2003-5 Noteholders and the Surety Provider, shall be the only
Person authorized to make a demand for payments on the Series 2003-5 Demand Notes.


 


ARTICLE III


 


AMORTIZATION
EVENTS


 


In addition to the
Amortization Events set forth in Section 9.1 of the Base Indenture, any of the
following shall be an Amortization Event with respect to the Series 2003-5
Notes and collectively shall constitute the Amortization Events set forth in
Section 9.1(n) of the Base Indenture with respect to the Series 2003-5 Notes
(without notice or other action on the part of the Trustee or any holders of
the Series 2003-5 Notes):


 


(a)           a
Series 2003-5 Enhancement Deficiency shall occur and continue for at least two
(2) Business Days; provided, however, that such event or
condition shall not be an Amortization Event if during such two (2) Business
Day period such Series 2003-5 Enhancement Deficiency shall have been cured in
accordance with the terms and condi­tions of the Indenture and the Related
Documents;


 


(b)           the
Series 2003-5 Liquidity Amount shall be less than the Series 2003-5 Required
Liquidity Amount for at least two (2) Business Days; provided, however,
that such event or condition shall not be an Amortization Event if during such
two (2) Business Day period such insufficiency shall have been cured in
accordance with the terms and condi­tions of the Indenture and the Related
Documents;


 


(c)           the
Collection Account, the Series 2003-5 Collection Account, the Series 2003-5
Excess Collection Account or the Series 2003-5 Reserve Account shall be subject
to an injunction, estoppel or other stay or a Lien (other than Liens permitted
under the Related Documents);


 


(d)           all
principal of and interest on the Class A-1 Notes is not paid in full on or
before the Class A-1 Expected Final Distribution Date or all principal of and
interest on


 


42

















 


the Class A-2 Notes is not paid in full on or before
the Class A-2 Expected Final Distribution Date;


 


(e)           the
Trustee shall make a demand for payment under the Surety Bond;


 


(f)            the
occurrence of an Event of Bankruptcy with respect to the Surety Provider;


 


(g)           the
Surety Provider fails to pay a demand for payment in accordance with the requirements
of the Surety Bond;


 


(h)           any
Series 2003-5 Letter of Credit shall not be in full force and effect for at
least two (2) Business Days and (x) either a Series 2003-5 Enhancement
Deficiency would result from excluding such Series 2003-5 Letter of Credit from
the Series 2003-5 Enhancement Amount or (y) the Series 2003-5 Liquidity Amount,
excluding therefrom the available amount under such Series 2003-5 Letter of
Credit, would be less than the Series 2003-5 Required Liquidity Amount;


 


(i)            from
and after the funding of the Series 2003-5 Cash Collateral Account, the Series
2003-5 Cash Collateral Account shall be subject to an injunction, estoppel or
other stay or a Lien (other than Liens permitted under the Related Documents)
for at least two (2) Business Days and either (x) a Series 2003-5 Enhancement
Deficiency would result from excluding the Series 2003-5 Available Cash
Collateral Account Amount from the Series 2003-5 Enhancement Amount or (y) the
Series 2003-5 Liquidity Amount, excluding therefrom the Series 2003-5 Available
Cash Collateral Amount, would be less than the Series 2003-5 Required Liquidity
Amount; and


 


(j)            an
Event of Bankruptcy shall have occurred with respect to any Series 2003-5
Letter of Credit Provider or any Series 2003-5 Letter of Credit Provider
repudiates its Series 2003-5 Letter of Credit or refuses to honor a proper draw
thereon and either (x) a Series 2003-5 Enhancement Deficiency would result from
excluding such Series 2003-5 Letter of Credit from the Series 2003-5 Enhancement
Amount or (y) the Series 2003-5 Liquidity Amount, excluding therefrom the
available amount under such Series 2003-5 Letter of Credit, would be less than
the Series 2003-5 Required Liquidity Amount.


 


ARTICLE IV


 


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 2003-5 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 2003-5 Maximum Amount, (such
notice, a “Waiver Request”), each Series 2003-5 Noteholder may, at its
option, waive the Series 2003-5 Maximum Non-Program Vehicle Amount or any other
Series


 


43

















 


2003-5 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) sixty (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 2003-5 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 2003-5
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 2003-5 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 2003-5 Noteholders
may, on or before the Consent Period Expiration Date, consent to waiver of the
applicable Waivable Amount.  If the
Trustee receives the consent of the Surety Provider and Consents from the
Requisite Noteholders agreeing to waiver of the applicable Waivable Amount
within forty-five (45) days after the Trustee notifies the Series 2003-5
Noteholders of a Waiver Request (the day on which such forty-five (45) day
period expires, the “Consent Period Expiration Date”), (i) the
applicable Waivable Amount shall be deemed waived by the consenting Series
2003-5 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 2003-5 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 2003-5 Noteholders, if any, pro  rata up to
the amount required to pay all Series 2003-5 Notes held by such non-consenting
Series 2003-5 Noteholders in full; and


 


(ii)           any remaining
Designated Amounts to the Series 2003-5 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 2003-5 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 2003-5 Collection Account
and deposit the same in the Series 2003-5 Distribution Account for distribution
as follows:


 


(a)           to the non-consenting Series 2003-5
Noteholders, if any, pro  rata an amount equal to the Designated
Amounts in the Series 2003-5 Collection Account as of


 


44

















 


the applicable
Determination Date up to the aggregate outstanding principal balance of the
Series 2003-5 Notes held by the non-consenting Series 2003-5 Noteholders; and


 


(b)           any remaining Designated Amounts to
the Series 2003-5 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 2003-5 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 2003-5 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 2003-5 Noteholders.


 


ARTICLE V


 


FORM
OF SERIES 2003-5 NOTES


 


Section 5.1             Restricted Global Series 2003-5
Notes.  The Series 2003-5 Notes to be issued in the
United States will be issued in book-entry form and represented by one or more
permanent global Notes in fully registered form without interest coupons (each,
a “Restricted Global Class A-1 Note” or “Restricted Global Class A-2
Note”, as the case may be), substantially in the forms set forth in Exhibit
A-1-1 and A-2-1 hereto, with such legends as may be applicable thereto as
set forth in the Base Indenture, and will be sold only in the United States (1)
initially to institutional accredited investors within the meaning of
Regulation D under the Securities Act in reliance on an exemption from the
registration requirements of the Securities Act and (2) thereafter to qualified
institutional buyers within the meaning of, and in reliance on, Rule 144A under
the Securities Act and shall be deposited on behalf of the purchasers of the
Series 2003-5 Notes represented thereby, with the Trustee as custodian for DTC,
and registered in the name of Cede as DTC’s nominee, duly executed by AFC-II
and authenticated by the Trustee in the manner set forth in Section 2.4 of the
Base Indenture.


 


Section 5.2             Temporary Global Series 2003-5
Notes; Permanent Global Series 2003-5 Notes.  The Series
2003-5 Notes to be issued outside the United States will be issued and sold in
transactions outside the United States in reliance on Regulation S under the
Securities Act, as provided in the applicable note purchase agreement, and
shall initially be issued in the form of one or more temporary notes in
registered form without interest coupons (each, a “Temporary Global Class
A-1 Note” or a “Temporary Global Class A-2 Note”, as the case may
be), substantially in the forms set forth in Exhibits A-1-2 and A-2-2
hereto, which shall be deposited on behalf of the purchasers of the Series
2003-5 Notes represented thereby with a custodian for, and registered in the
name of a nominee of DTC, for the account of Euroclear Bank S.A./N.V., as
operator of the Euroclear System (“Euroclear”) or for Clearstream Banking,
société anonyme (“Clearstream”), duly executed by AFC-II and
authenticated by the Trustee in the manner set forth in Section 2.4 of the Base
Indenture.  Interests in a Temporary
Global Class A-1 Note or a Temporary Global Class A-2 Note will be exchangeable,
in whole or in part, for interests in one or more permanent global notes in
registered form without interest coupons


 


45

















 


(each, a “Permanent Global Class A-1 Note” or a “Permanent
Global Class A-2 Note”, as the case may be), substantially in the form of Exhibits
A-1-3 and A-2-3 hereto, in accordance with the provisions of such Temporary
Global Class A-1 Note or Temporary Global Class A-2 Note and the Base Indenture
(as modified by this Supplement).  Interests
in a Permanent Global Class A-1 Note or a Permanent Global Class A-2 Note will
be exchangeable for definitive Class A-1 Notes or definitive Class A-2 Notes,
as the case may be, in accordance with the provisions of such Permanent Global
Class A-1 Note or Permanent Global Class A-2 Note and the Base Indenture (as
modified by this Supplement).


 


ARTICLE VI


 


GENERAL


 


Section 6.1             Optional Repurchase. 
Each Class of the Series 2003-5 Notes shall be subject to repurchase by
AFC-II at its option in accordance with Section 6.3 of the Base Indenture on
any Distribution Date after the Class A-1 Invested Amount or the Class A-2
Invested Amount, as the case may be, is reduced to an amount less than or equal
to 10% of the Class A-1 Initial Invested Amount or the Class A-2 Initial
Invested Amount, as the case may be (the “Series 2003-5 Repurchase Amount”);
provided, however, that as a condition precedent to any such
optional repurchase, on or prior to the Distribution Date on which any Series
2003-5 Note is repurchased by AFC-II pursuant to this Section 6.1, AFC-II shall
have paid the Surety Provider all Surety Provider Fees and all other Surety
Provider Reimbursement Amounts due and unpaid as of such Distribution
Date.  The repurchase price for any
Series 2003-5 Note shall equal the aggregate outstanding principal balance of
such Series 2003-5 Note (determined after giving effect to any payments of
principal and interest on such Distribution Date), plus accrued and unpaid
interest on such outstanding principal balance.


 


Section 6.2             Information. 
The Trustee shall provide to the Series 2003-5 Noteholders, or their
desig­nated agent, and the Surety Provider copies of all information furnished
to the Trustee or AFC-II pursuant to the Related Documents, as such information
relates to the Series 2003-5 Notes or the Series 2003-5 Collateral.  In connection with any Preference Amount
payable under the Surety Bond, the Trustee shall furnish to the Surety Provider
its records evi­dencing the distributions of principal of and interest on the
Series 2003-5 Notes that have been made and subsequently recovered from
Series 2003-5 Noteholders and the dates on which such payments were made.


 


Section 6.3             Exhibits. 
The following exhibits attached hereto supplement the exhibits included
in the Indenture.


	
  Exhibit A-1-1:

  	
  Form of Restricted Global Class A-1 Note

  
	
  Exhibit A-1-2:

  	
  Form of Temporary Global Class A-1 Note

  
	
  Exhibit A-1-3:

  	
  Form of Permanent Global Class A-1 Note

  
	
  Exhibit A-2-1

  	
  Form of Restricted Global Class A-2 Note

  
	
  Exhibit A-2-2

  	
  Form of Temporary Global Class A-2 Note

  
	
  Exhibit A-2-3

  	
  Form of Permanent Global Class A-2 Note

  
	
  Exhibit B:

  	
  Form of Consent

  
	
  Exhibit C:

  	
  Form of Series 2003-5 Demand Note

  



 


46

















 


	
  Exhibit D:

  	
  Form of Letter of Credit

  
	
  Exhibit E:

  	
  Form of Lease Payment Deficit Notice

  
	
  Exhibit F:

  	
  Form of Demand Notice

  



 


Section 6.4             Ratification of Base Indenture. 
As supplemented by this Supplement, the Base Indenture is in all
respects ratified and confirmed and the Base Indenture as so supplemented by
this Supplement shall be read, taken, and construed as one and the same
instrument.


 


Section 6.5             Counterparts. 
This Supplement may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all of such
counterparts shall together constitute but one and the same instrument.


 


Section 6.6             Governing Law. 
This Supplement shall be construed in accordance with the law of the
State of New York, and the obligations, rights and remedies of the parties
hereto shall be determined in accordance with such law.


 


Section 6.7             Amendments. 
This Supplement may be modified or amended from time to time with the
consent of the Surety Provider and in accordance with the terms of the Base
Indenture; provided, however, that if, pursuant to the terms of
the Base Indenture or this Supplement, the consent of the Required Noteholders
is required for an amendment or modification of this Supplement, such
requirement shall be satisfied if such amendment or modification is consented
to by the Series 2003-5 Noteholders representing more than 50% of the aggregate
outstanding principal amount of the Series 2003-5 Notes affected thereby; provided,
further, that if that consent of the Required Noteholders is required
for a proposed amendment or modification of this Supplement that (i) affects
only the Class A-1 Notes (and does not affect in any material respect the Class
A-2 Notes, as evidenced by an opinion of counsel to such effect), then such
requirement shall be satisfied if such amendment or modification is consented
to by the Class A-1 Noteholders representing more than 50% of the aggregate
outstanding principal amount of the Class A-1 Notes (without the necessity of
obtaining the consent of the Required Noteholders in respect of the Class A-2
Notes) and (ii) affects only the Class A-2 Notes (and does not affect in
material respect the Class A-1 Notes, as evidenced by an opinion of counsel to
such effect), then such requirement shall be satisfied if such amendment or modification
is consented to by the Class A-2 Noteholders representing more than 50% of the
aggregate outstanding principal amount of the Class A-2 Notes (without the
necessity of obtaining the consent of the Required Noteholders in respect of
the Class A-1 Notes).


 


Section 6.8             Discharge of Indenture. 
Notwithstanding anything to the contrary contained in the Base
Indenture, no discharge of the Indenture pursuant to Section 11.1(b) of the
Base Indenture will be effective as to the Series 2003-5 Notes without the
consent of the Required Noteholders.


 


Section 6.9             Notice to Surety Provider and
Rating Agencies.  The Trustee shall provide to the Surety
Provider and each Rating Agency a copy of each notice, opinion of counsel,
certificate or other item delivered to, or required to be provided by, the
Trustee pursuant to this Supplement or any other Related Document.  Each such opinion of counsel shall be


 


47

















 


addressed to the Surety Provider, shall be from counsel reasonably
acceptable to the Surety Provider and shall be in form and substance reasonably
acceptable to the Surety Provider.  All
such notices, opin­ions, certificates or other items delivered to the Surety
Provider shall be forwarded to XL Capital Assurance Inc., 1221 Avenue of the
Americas, New York, New York 10020-1001, Attention: Surveillance, Telephone:
(212) 478-3400.


 


Section 6.10           Certain Rights of Surety Provider. 
The Surety Provider shall be deemed to be an En­hancement Provider
entitled to receive confirmation of the rating on the Series 2003-5 Notes
(without regard to the Surety Bond) pursuant to the definition of “Rating
Agency Confirmation Condition.”  In
addition, the Surety Provider shall be deemed to be an Enhancement Provider
entitled to exercise the consent rights described in clause (ii) of the
definition of “Rating Agency Consent Condition.”


 


Section 6.11           Surety Provider Deemed Noteholder
and Secured Party.  Except for any period during which a Surety
Default is continuing, the Surety Provider shall be deemed to be the holder of
100% of the Series 2003-5 Notes for the purposes of giving any consents,
waivers, approvals, instructions, directions, requests, declarations and/or
notices pursuant to the Base Indenture and this Supplement.  Any reference in the Base Indenture or the
Related Documents (including, without limitation, in Sections 2.3, 8.14, 9.1,
9.2 or 12.1 of the Base Inden­ture) to materially, adversely, or detrimentally
affecting the rights or interests of the Noteholders, or words of similar
meaning, shall be deemed, for purposes of the Series 2003-5 Notes, to refer to
the rights or interests of the Surety Provider.  The Surety Provider shall constitute an “Enhancement Provider”
with respect to the Series 2003-5 Notes for all purposes under the Indenture
and the other Related Documents. 
Furthermore, the Surety Provider shall be deemed to be a “Secured Party”
under the Base Indenture and the Related Documents to the extent of amounts
payable to the Surety Provider pursuant to this Supplement and the Insurance
Agreement shall constitute an “Enhancement Agreement” with respect to the
Series 2003-5 Notes for all purposes under the Indenture and the Related
Documents.  Moreover, wherever in the Related
Documents money or other property is assigned, conveyed, granted or held for, a
filing is made for, action is taken for or agreed to be taken for, or a
representation or warranty is made for the benefit of the Noteholders, the
Surety Provider shall be deemed to be the Noteholder with respect to 100% of
the Series 2003-5 Notes for such purposes.


 


Section 6.12           Capitalization of AFC-II. 
AFC-II agrees that on the Series 2003-5 Closing Date it will have
capitalization in an amount equal to or greater than 3% of the sum of (x) the
Series 2003-5 Invested Amount and (y) the invested amount of the Series 1998-1
Notes,  the Series 2000-2 Notes, the
Series 2000-3 Notes, the Series 2000-4 Notes, the Series 2001-1 Notes, the
Series 2001-2 Notes, the Series 2002-1 Notes, the Series 2002-2 Notes, the
Series 2002-3 Notes, the Series 2003-1 Notes, the Series 2003-2 Notes, the
Series 2003-3 Notes and the Series 2003-4 Notes.


 


Section 6.13           Series 2003-5 Required Non-Program
Enhancement Percentage.  AFC-II agrees that it will
not make any Loan under any Loan Agreement to finance the acquisition of any
Vehicle by AESOP Leasing, AESOP Leasing II or ARAC, as the case may be, if,
after giving effect to the making of such Loan, the acquisition of such Vehicle
and the inclusion of such Vehicle under the relevant Lease, the Series 2003-5
Required Non-Program Enhancement Percentage would exceed 25.0%.


 


48

















 


Section 6.14           Third Party Beneficiary. 
The Surety Provider is an express third party beneficiary of (i) the
Base Indenture to the extent of provisions relating to any Enhancement Provider
and (ii) this Supplement.


 


Section 6.15           Prior Notice by Trustee to Surety
Provider.  Subject to Section 10.1 of the Base
Indenture, the Trustee agrees that, so long as no Amortization Event shall have
occurred and be continuing with respect to any Series of Notes other than the
Series 2003-5 Notes, it shall not exercise any rights or remedies available to
it as a result of the occurrence of an Amortization Event with respect to the
Series 2003-5 Notes (except those set forth in clauses (f) and (g) of Article
III) or a Series 2003-5 Limited Liquidation Event of Default until after
the Trustee has given prior written notice thereof to the Surety Provider and
obtained the direction of the Required Noteholders with respect to the Series
2003-5 Notes.  The Trustee agrees to
notify the Surety Provider promptly following any exercise of rights or
remedies available to it as a result of the occurrence of any Amortization
Event or a Series 2003-5 Limited Liquidation Event of Default.


 


Section 6.16           Effect of Payments by the Surety
Provider.  Anything herein to the contrary
notwithstanding, any distribution of principal of or interest on the
Series 2003-5 Notes that is made with moneys received pursuant to the
terms of the Surety Bond shall not (except for the purpose of calculating the
Principal Deficit Amount) be considered payment of the Series 2003-5 Notes
by AFC-II.  The Trustee acknowledges
that, without the need for any further action on the part of the Surety
Provider, (i) to the extent the Surety Provider makes payments, directly
or indirectly, on account of principal of or interest on the Series 2003-5
Notes to the Trustee for the benefit of the Series 2003-5 Noteholders or
to the Series 2003-5 Noteholders (including any Preference Amounts as
defined in the Surety Bond), the Surety Provider will be fully subrogated to
the rights of such Series 2003-5 Noteholders to receive such princi­pal
and interest and will be deemed to the extent of the payments so made to be a
Series 2003-5 Noteholder and (ii) the Surety Provider shall be paid
principal and interest in its capacity as a Series 2003-5 Noteholder until
all such payments by the Surety Provider have been fully reimbursed, but only
from the sources and in the manner provided herein for the distribution of such
principal and interest and in each case only after the Series 2003-5
Noteholders have received all payments of principal and interest due to them
hereunder on the related Distribution Date.


 


Section 6.17           Series 2003-5 Demand Notes. 
Other than pursuant to a demand thereon pursuant to Section 2.5,
AFC-II shall not reduce the amount of the Series 2003-5 Demand Notes or forgive
amounts payable thereunder so that the outstanding principal amount of the
Series 2003-5 Demand Notes after such reduction or forgiveness is less than the
Series 2003-5 Letter of Credit Liquidity Amount.  AFC-II shall not agree to any amendment of the Series 2003-5
Demand Notes without first satisfying the Rating Agency Confirmation Condition
and the Rating Agency Consent Condition.


 


Section 6.18           Subrogation. 
In furtherance of and not in limitation of the Surety Provider’s
equitable right of subrogation, each of the Trustee and AFC-II acknowledge
that, to the extent of any payment made by the Surety Provider under the Surety
Bond with respect to interest on or principal of the Series 2003-5 Notes,
including any Preference Amount, as defined in the Surety Bond, the Surety
Provider is to be fully subrogated to the extent of such payment


 


49

















 


and any additional interest due on any late payment, to the rights of
the Series 2003-5 Noteholders under the Indenture.  Each of AFC-II and the Trustee agree to such subrogation and,
further, agree to take such actions as the Surety Provider may reasonably
request in writing to evidence such subrogation.


 


Section 6.19           Termination of Supplement. 
This Supplement shall cease to be of further effect when all outstanding
Series 2003-5 Notes theretofore authenticated and issued have been delivered
(other than destroyed, lost, or stolen Series 2003-5 Notes which have been
replaced or paid) to the Trustee for cancellation, AFC-II has paid all sums
payable hereunder, the Surety Provider has been paid all Surety Provider Fees
and all other Surety Provider Reimbursement Amounts due under the Insurance
Agreement and, if the Series 2003-5 Demand Note Payment Amount on the Series
2003-5 Letter of Credit Termination Date was greater than zero, all amounts
have been withdrawn from the Series 2003-5 Cash Collateral Account in
accordance with Section 2.8(i).


 


50

















 


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


 


	
   

  	
  AESOP FUNDING II L.L.C.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Lori Gebron

  
	
   

  	
  Title:  Vice President

  
	
   

  	
   

  
	
   

  	
  THE BANK OF NEW
  YORK (as successor in

  interest to the corporate trust administration of

  Harris Trust and Savings Bank), as Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Eric
  Lindahl

  
	
   

  	
  Title:  Agent

  
	
   

  	
   

  
	
   

  	
  THE BANK OF NEW YORK, as Series 2003-5 Agent

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Eric
  Lindahl

  
	
   

  	
  Title:  Agent

  



 

















 


Table of Contents


 


	
  ARTICLE
  I  DEFINITIONS

  	
   

  
	
   

  	
   

  
	
  ARTICLE II 
  SERIES 2003-5 ALLOCATIONS

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Section 2.1

  	
  Establishment of Series 2003-5 Collection
  Account, Series 2003-5 Excess Collection Account and Series 2003-5 Accrued
  Interest Account

  	
   

  
	
   

  	
  Section 2.2

  	
  Allocations with Respect to the Series
  2003-5 Notes

  	
   

  
	
   

  	
  Section 2.3

  	
  Payments to Noteholders

  	
   

  
	
   

  	
  Section 2.4

  	
  Payment of Note Interest

  	
   

  
	
   

  	
  Section 2.5

  	
  Payment of Note Principal

  	
   

  
	
   

  	
  Section 2.6

  	
  Administrator’s Failure to Instruct the
  Trustee to Make a Deposit or Payment

  	
   

  
	
   

  	
  Section 2.7

  	
  Series-2003-5 Reserve Account

  	
   

  
	
   

  	
  Section 2.8

  	
  Series 2003-5 Letters of Credit and Series
  2003-5 Cash Collateral Account

  	
   

  
	
   

  	
  Section 2.9

  	
  Series 2003-5 Distribution Account

  	
   

  
	
   

  	
  Section 2.10

  	
  Series 2003-5 Interest Rate Caps.

  	
   

  
	
   

  	
  Section 2.11

  	
  Series 2003-5 Accounts Permitted
  Investments

  	
   

  
	
   

  	
  Section 2.12

  	
  Series 2003-5 Demand Notes Constitute
  Additional Collateral for Series 2003-5 Notes

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE III  AMORTIZATION EVENTS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IV 
  RIGHT TO WAIVE PURCHASE
  RESTRICTIONS

  	
   

  
	
   

  	
   

  
	
  ARTICLE V 
  FORM OF SERIES 2003-5 NOTES

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 5.1

  	
  Restricted Global Series 2003-5 Notes

  	
   

  
	
   

  	
  Section 5.2

  	
  Temporary Global Series 2003-5 Notes;
  Permanent Global Series 2003-5 Notes

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VI 
  GENERAL

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 6.1

  	
  Optional Repurchase

  	
   

  
	
   

  	
  Section 6.2

  	
   Information

  	
   

  
	
   

  	
  Section 6.3

  	
  Exhibits

  	
   

  
	
   

  	
  Section 6.4

  	
  Ratification of Base Indenture

  	
   

  
	
   

  	
  Section 6.5

  	
  Counterparts

  	
   

  
	
   

  	
  Section 6.6

  	
  Governing Law

  	
   

  
	
   

  	
  Section 6.7

  	
  Amendments

  	
   

  
	
   

  	
  Section 6.8

  	
  Discharge of Indenture

  	
   

  
	
   

  	
  Section 6.9

  	
  Notice to Surety Provider and Rating
  Agencies

  	
   

  
	
   

  	
  Section 6.10

  	
  Certain Rights of Surety Provider

  	
   

  
						



 


i

















 


	
   

  	
  Section 6.11

  	
  Surety Provider Deemed Noteholder and
  Secured Party

  	
   

  
	
   

  	
  Section 6.12

  	
  Capitalization of AFC-II

  	
   

  
	
   

  	
  Section 6.13

  	
  Series 2003-5 Required Non-Program
  Enhancement Percentage

  	
   

  
	
   

  	
  Section 6.14

  	
  Third Party Beneficiary

  	
   

  
	
   

  	
  Section 6.15

  	
  Prior Notice by Trustee to Surety Provider

  	
   

  
	
   

  	
  Section 6.16

  	
  Effect of Payments by the Surety Provider

  	
   

  
	
   

  	
  Section 6.17

  	
  Series 2003-5 Demand Notes

  	
   

  
	
   

  	
  Section 6.18

  	
  Subrogation

  	
   

  
	
   

  	
  Section 6.19

  	
  Termination of Supplement

  	
   

  



 


ii