Common use of Excess Collection Account Clause in Contracts

Excess Collection Account. Amounts allocated to the Series 2015-3 Excess Collection Account on any Series 2015-3 Deposit Date will be (i) first, used to reduce the Purchaser Group Invested Amount with respect to any Non-Extending Purchaser Group to the extent required pursuant to Section 2.5(d), (ii) second, deposited in the Series 2015-3 Reserve Account in an amount up to the excess, if any, of the Series 2015-3 Required Reserve Account Amount for such date, after giving effect to any Increase or Decrease on such date, over the Series 2015-3 Available Reserve Account Amount for such date, (iii) third, to the extent directed by ABRCF used to pay the principal amount of other Series of Notes that are then required to be paid, (iv) fourth, to the extent directed in writing by the Administrator, used to make a voluntary Decrease in the Series 2015-3 Invested Amount, (v) fifth, to the extent directed in writing by the Administrator used to make a voluntary decrease in the Invested Amount of any other Series of Notes that may be reduced Americas 90884077 (2K) 56 in accordance with the Indenture, (vi) sixth, released to AESOP Leasing in an amount equal to (A) the Loan 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 (vii) seventh, paid to ABRCF for any use permitted under 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, in the case of clauses (v), (vi) and (vii), that no 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 Upon the occurrence of an Amortization Event, funds on deposit in the Series 2015-3 Excess Collection Account will be withdrawn by the Trustee, deposited in the Series 2015-3 Collection Account and allocated as Principal Collections to reduce the Series 2015-3 Invested Amount on the immediately succeeding Distribution Date or to be allocated to the Series 2015-3 Reserve Account.

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 20152003-3 Excess Collection Account on any Series 2015-3 Deposit Date will be (i) first, used to reduce the Purchaser Group Invested Amount with respect to any Non-Extending Purchaser Group to the extent required pursuant to Section 2.5(d), (ii) second, deposited in the Series 2015-3 Reserve Account in an amount up to the excess, if any, of the Series 2015-3 Required Reserve Account Amount for such date, after giving effect to any Increase or Decrease on such date, over the Series 2015-3 Available Reserve Account Amount for such date, (iii) third, to the extent directed by ABRCF used to pay the principal amount of other Series of Notes that are then required to be paid, (iv) fourth, to the extent directed in writing by the Administrator, used to make a voluntary Decrease in the Series 2015-3 Invested Amount, (v) fifth, to the extent directed in writing by the Administrator used to make a voluntary decrease in the Invested Amount of any other Series of Notes that may be reduced Americas 90884077 (2K) 56 allocation and distribution in accordance with the Indenture, (vi) sixth, released to AESOP Leasing in an amount equal to (A) terms of the Loan 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 Indenture and (vii) seventh, paid to ABRCF for any use permitted under the Related Documents, including to make Loans under . In the Loan Agreements to the extent the Borrowers have requested Loans thereunder and Eligible Vehicles are available for financing thereunder; provided, in the case of clauses (v), (vi) and (vii), event that no 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 20152003-3 Excess Collection Account will be withdrawn Rapid Amortization Period shall commence after receipt by the TrusteeTrustee of a Waiver Request, deposited in the Series 2015-3 Collection Account and allocated as all such Designated Amounts will thereafter be considered Principal Collections to reduce the Series 2015-3 Invested Amount on the immediately succeeding Distribution Date or to be allocated to the Series 20152003-3 Reserve AccountNoteholders. ARTICLE V FORM OF SERIES 2003-3 NOTES Section 5.1 RESTRICTED GLOBAL SERIES 2003-3 NOTES. The Series 2003-3 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", a "RESTRICTED GLOBAL CLASS A-2 NOTE" or a "RESTRICTED GLOBAL CLASS A-3 NOTE", as the case may be), substantially in the forms set forth in EXHIBIT A-1-1, A-2-1 AND A-3-1 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 CONFORMED COPY 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 2003-3 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.

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 20152003-3 2 Excess Collection Account on any Series 2015-3 Deposit Date will be (i) first, used to reduce the Purchaser Group Invested Amount with respect to any Non-Extending Purchaser Group to the extent required pursuant to Section 2.5(d), (ii) second, deposited in the Series 2015-3 Reserve Account in an amount up to the excess, if any, of the Series 2015-3 Required Reserve Account Amount for such date, after giving effect to any Increase or Decrease on such date, over the Series 2015-3 Available Reserve Account Amount for such date, (iii) third, to the extent directed by ABRCF used to pay the principal amount of other Series of Notes that are then required to be paid, (iv) fourth, to the extent directed in writing by the Administrator, used to make a voluntary Decrease in the Series 2015-3 Invested Amount, (v) fifth, to the extent directed in writing by the Administrator used to make a voluntary decrease in the Invested Amount of any other Series of Notes that may be reduced Americas 90884077 (2K) 56 allocation and distribution in accordance with the Indenture, (vi) sixth, released to AESOP Leasing in an amount equal to (A) terms of the Loan 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 Indenture and (vii) seventh, paid to ABRCF for any use permitted under the Related Documents, including to make Loans under . In the Loan Agreements to the extent the Borrowers have requested Loans thereunder and Eligible Vehicles are available for financing thereunder; provided, in the case of clauses (v), (vi) and (vii), event that no 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 20152003-3 Excess Collection Account will be withdrawn 2 Rapid Amortization Period shall commence after receipt by the TrusteeTrustee of a Waiver Request, deposited in the Series 2015-3 Collection Account and allocated as all such Designated Amounts will thereafter be considered Principal Collections to reduce the Series 2015-3 Invested Amount on the immediately succeeding Distribution Date or to be allocated to the Series 20152003-3 Reserve Account2 Noteholders. -45- ARTICLE V FORM OF SERIES 2003-2 NOTES Section 5.1 RESTRICTED GLOBAL SERIES 2003-2 NOTES. The Series 2003-2 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", a "RESTRICTED GLOBAL CLASS A-2 NOTE" or a "RESTRICTED GLOBAL CLASS A-3 NOTE", as the case may be), substantially in the forms set forth in EXHIBIT A-1-1, A-2-1 AND A-3-1 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 2003-2 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.

Excess Collection Account. Amounts allocated to the Series 20152022-3 2 Excess Collection Account on any Series 20152022-3 2 Deposit Date will be (i) first, used to reduce the Purchaser Group Invested Amount with respect to any Non-Extending Purchaser Group to the extent required pursuant to Section 2.5(d), (ii) second, deposited in the Series 20152022-3 2 Reserve Account in an amount up to the excess, if any, of the Series 20152022-3 2 Required Reserve Account Amount for such date, after giving effect to any Increase or Decrease on such date, over the Series 20152022-3 2 Available Reserve Account Amount for such date, (iii) third, to the extent directed by ABRCF used to pay the principal amount of other Series of Notes that are then required to be paid, (iv) fourth, to the extent directed in writing by the Administrator, used to make a voluntary Decrease in the Series 20152022-3 2 Invested Amount, (v) fifth, to the extent directed in writing by the Administrator used to make a voluntary decrease in the Invested Amount of any other Series of Notes that may be reduced Americas 90884077 (2K) 56 in accordance with the Indenture, (vi) sixth, released to AESOP Leasing in an amount equal to (A) the Loan 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 (vii) seventh, paid to ABRCF for any use permitted under 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, in the case of clauses (v), (vi) and (vii), that no 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 20152022-3 2 Excess Collection Account will be withdrawn by the Trustee, deposited in the Series 20152022-3 2 Collection Account and allocated as Principal Collections to reduce the Series 20152022-3 2 Invested Amount on the immediately succeeding Distribution Date or to be allocated to the Series 20152022-3 2 Reserve Account.

Excess Collection Account. Amounts allocated to the Series 20152005-3 Excess Collection Account on any Series 20152005-3 Deposit Date will be (i) first, used to reduce the Purchaser Group Invested Amount with respect to any Non-Extending Purchaser Group to the extent required pursuant to Section 2.5(d), (ii) second, deposited in the Series 20152005-3 Reserve Account in an amount up to the excess, if any, of the Series 20152005-3 Required Reserve Account Amount for such date, after giving effect to any Increase or Decrease on such date, over the Series 20152005-3 Available Reserve Account Amount for such date, (iii) third, to the extent directed by ABRCF CRCF used to pay the principal amount of other Series of Notes that are then required to be paid, (iv) fourth, to the extent directed in writing by the Administrator, used to make a voluntary Decrease in the Series 20152005-3 Invested Amount, (v) fifth, to the extent directed in writing by the Administrator used to make a voluntary decrease in the Invested Amount of any other Series of Notes that may be reduced Americas 90884077 (2K) 56 in accordance with the Indenture, (vi) sixth, released to AESOP Leasing in an amount equal to (A) the Loan 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 (vii) seventh, paid to ABRCF for any use permitted under the Related Documents, including CRCF and used to make Loans under the Loan Agreements to the extent the Borrowers have requested Loans thereunder and Eligible Vehicles are available avail-able for financing thereunder; provided, in the case of clauses (v), (vi) and (vii), that no AESOP I Operating Lease Vehicle Deficiency would result therefrom there-from or exist immediately immedi-ately thereafter. Upon the occurrence of an Amortization Event, funds on deposit in the Series 20152005-3 Excess Collection Account will be withdrawn with-drawn by the Trustee, deposited in the Series 20152005-3 Collection Account and allocated as Principal Collections to reduce the Series 20152005-3 Invested Amount on the immediately succeeding Distribution Date or to be allocated to the Series 2015-3 Reserve AccountDate.

Excess Collection Account. Amounts allocated to the Series 20152008-3 1 Excess Collection Account on any Series 20152008-3 1 Deposit Date will be (i) first, used to reduce the Purchaser Group Invested Amount with respect to any Non-Extending Purchaser Group to the extent required pursuant to Section 2.5(d), (ii) second, deposited in the Series 20152008-3 1 Reserve Account in an amount up to the excess, if any, of the Series 20152008-3 1 Required Reserve Account Amount for such date, after giving effect to any Increase or Decrease on such date, over the Series 20152008-3 1 Available Reserve Account Amount for such date, (iii) third, to the extent directed by ABRCF used to pay the principal amount of other Series of Notes that are then required to be paid, (iv) fourth, to the extent directed in writing by the Administrator, used to make a voluntary Decrease in the Series 20152008-3 1 Invested Amount, (v) fifth, to the extent directed in writing by the Administrator used to make a voluntary decrease in the Invested Amount of any other Series of Notes that may be reduced Americas 90884077 (2K) 56 in accordance with the Indenture, (vi) sixth, released to AESOP Leasing in an amount equal to (A) the Loan 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 (vii) seventh, paid to ABRCF for any use permitted under 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 avail­able for financing thereunder; provided, in the case of clauses (v), (vi) and (vii), that no AESOP I Operating Lease Vehicle Deficiency would result therefrom there­from or exist immediately immedi­ately thereafter. Upon the occurrence of an Amortization Event, funds on deposit in the Series 20152008-3 1 Excess Collection Account will be withdrawn with­drawn by the Trustee, deposited in the Series 20152008-3 1 Collection Account and allocated as Principal Collections to reduce the Series 20152008-3 1 Invested Amount on the immediately succeeding Distribution Date or to be allocated to the Series 2015-3 Reserve AccountDate.

Excess Collection Account. Amounts allocated to the Series 20152006-3 2 Excess Collection Account on any Series 20152006-3 2 Deposit Date will be (i) first, used to reduce the Purchaser Group Invested Amount with respect to any Non-Extending Purchaser Group to the extent required pursuant to Section 2.5(d), (ii) second, deposited in the Series 20152006-3 2 Reserve Account in an amount up to the excess, if any, of the Series 20152006-3 2 Required Reserve Account Amount for such date, after giving effect to any Increase or Decrease on such date, over the Series 20152006-3 2 Available Reserve Account Amount for such date, (iii) third, to the extent directed by ABRCF CRCF used to pay the principal amount of other Series of Notes that are then required to be paid, (iv) fourth, to the extent directed in writing by the Administrator, used to make a voluntary Decrease in the Series 20152006-3 2 Invested Amount, (v) fifth, to the extent directed in writing by the Administrator used to make a voluntary decrease in the Invested Amount of any other Series of Notes that may be reduced Americas 90884077 (2K) 56 in accordance with the Indenture, (vi) sixth, released to AESOP Leasing in an amount equal to (A) the Loan 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 (vii) seventh, paid to ABRCF CRCF for any use permitted under 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, in the case of clauses (v), (vi) and (vii), that no 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 20152006-3 2 Excess Collection Account will be withdrawn by the Trustee, deposited in the Series 20152006-3 2 Collection Account and allocated as Principal Collections to reduce the Series 20152006-3 2 Invested Amount on the immediately succeeding Distribution Date or to be allocated to the Series 2015-3 Reserve AccountDate.

Excess Collection Account. Amounts allocated to the Series 20152010-3 6 Excess Collection Account on any Series 20152010-3 6 Deposit Date will be (i) first, used to reduce the Purchaser Group Invested Amount with respect to any Non-Extending Purchaser Group to the extent required pursuant to Section 2.5(d), (ii) second, deposited in the Series 20152010-3 6 Reserve Account in an amount up to the excess, if any, of the Series 20152010-3 6 Required Reserve Account Amount for such date, after giving effect to any Increase or Decrease on such date, over the Series 20152010-3 6 Available Reserve Account Amount for such date, (iii) third, to the extent directed by ABRCF used to pay the principal amount of other Series of Notes that are then required to be paid, (iv) fourth, to the extent directed in writing by the Administrator, used to make a voluntary Decrease in the Series 20152010-3 6 Invested Amount, (v) fifth, to the extent directed in writing by the Administrator used to make a voluntary decrease in the Invested Amount of any other Series of Notes that may be reduced Americas 90884077 (2K) 56 in accordance with the Indenture, (vi) sixth, released to AESOP Leasing in an amount equal to (A) the Loan 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 (vii) seventh, paid to ABRCF for any use permitted under 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, in the case of clauses (v), (vi) and (vii), that no 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 20152010-3 6 Excess Collection Account will be withdrawn by the Trustee, deposited in the Series 20152010-3 6 Collection Account and allocated as Principal Collections to reduce the Series 20152010-3 6 Invested Amount on the immediately succeeding Distribution Date or to be allocated to the Series 20152010-3 6 Reserve Account.