Exhibit
10.16  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 
  
   Table of Contents  ARTICLE I  DEFINITIONSARTICLE II  SERIES 2003-5
  ALLOCATIONSSection 2.1  Establishment of Series 2003-5 Collection
  Account, Series 2003-5 Excess Collection Account and Series 2003-5 Accrued
  Interest AccountSection 2.2  Allocations with Respect to the Series
  2003-5 NotesSection 2.3  Payments to NoteholdersSection 2.4  Payment of Note InterestSection 2.5  Payment of Note PrincipalSection 2.6
   Administrators Failure to Instruct
  the Trustee to Make a Deposit or PaymentSection 2.7  Series-2003-5 Reserve AccountSection 2.8  Series 2003-5 Letters of Credit and Series
  2003-5 Cash Collateral AccountSection 2.9
   Series 2003-5 Distribution AccountSection 2.10  Series 2003-5 Interest Rate CapsSection 2.11  Series 2003-5 Accounts Permitted
  InvestmentsSection 2.12  Series 2003-5 Demand Notes Constitute
  Additional Collateral for Series 2003-5 NotesARTICLE III  AMORTIZATION EVENTSARTICLE IV  RIGHT TO WAIVE PURCHASE
  RESTRICTIONSARTICLE V  FORM OF SERIES 2003-5
  NOTESSection 5.1  Restricted Global Series 2003-5 NotesSection 5.2  Temporary Global Series 2003-5 Notes;
  Permanent Global Series 2003-5 NotesARTICLE VI  GENERALSection 6.1  Optional RepurchaseSection 6.2  InformationSection 6.3  ExhibitsSection 6.4  Ratification of Base IndentureSection 6.5  CounterpartsSection 6.6  Governing LawSection 6.7  AmendmentsSection 6.8  Discharge of IndentureSection 6.9  Notice to Surety Provider and Rating AgenciesSection 6.10  Certain Rights of Surety Provider  i 
   Section 6.11  Surety Provider Deemed Noteholder and
  Secured PartySection 6.12  Capitalization of AFC-IISection 6.13  Series 2003-5 Required Non-Program
  Enhancement PercentageSection 6.14  Third Party BeneficiarySection 6.15  Prior Notice by Trustee to Surety ProviderSection 6.16
   Effect of Payments by the Surety
  ProviderSection 6.17  Series 2003-5 Demand NotesSection 6.18  SubrogationSection 6.19  Termination of Supplement  ii 
   CONFORMED COPY  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 minusthe
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 2.1Establishment
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 2.2Allocations 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 2.3Payments 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 2.4Payment 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 2.5Payment 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 2.6Administrator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 2.7Series-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 2.8Series 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 2.9Series 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 2.10Series 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 2.11Series 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 2.12Series 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 5.1Restricted 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 5.2Temporary 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 6.1Optional 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 6.2Information. 
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 6.3Exhibits.  The
following exhibits attached hereto supplement the exhibits included in the
Indenture.  Exhibit A-1-1:
  
  Form of Restricted
  Global Class A-1 NoteExhibit A-1-2:
  
  Form of Temporary
  Global Class A-1 NoteExhibit A-1-3:
  
  Form of Permanent
  Global Class A-1 NoteExhibit A-2-1
  
  Form of Restricted
  Global Class A-2 NoteExhibit A-2-2
  
  Form of Temporary
  Global Class A-2 NoteExhibit A-2-3
  
  Form of Permanent
  Global Class A-2 NoteExhibit B:
  
  Form of ConsentExhibit C:
  
  Form of Series 2003-5
  Demand Note  46 
   Exhibit D:
  
  Form of Letter of
  CreditExhibit E:
  
  Form of Lease Payment
  Deficit NoticeExhibit F:
  
  Form of Demand Notice  Section 6.4Ratification 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 6.5Counterparts. 
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 6.6Governing 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 6.7Amendments. 
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 6.8Discharge 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 6.9Notice 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 6.10Certain 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 6.11Surety 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 6.12Capitalization 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 6.13Series 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 6.14Third 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 6.15Prior 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 6.16Effect 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 6.17Series 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 6.18Subrogation. 
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 6.19Termination 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 GebronTitle:  Vice
  PresidentTHE BANK OF NEW YORK (as successor in
  interest to the corporate trust administration of
  Harris Trust and Savings Bank), as TrusteeBy:
  /s/  Eric
  LindahlTitle:  AgentTHE BANK OF NEW YORK, as Series 2003-5
  AgentBy:
  /s/  Eric
  LindahlTitle:  Agent