Common use of RIGHT TO WAIVE PURCHASE RESTRICTIONS Clause in Contracts

RIGHT TO WAIVE PURCHASE RESTRICTIONS. Notwithstanding any provision to the contrary in the Indenture or the Related Documents, upon the Trustee’s receipt of notice from any Lessee, any Borrower or AFC-II (i) to the effect that a Manufacturer Program is no longer an Eligible Manufacturer Program and that, as a result, the Series 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 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 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.

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 CRCF (i) to the effect that a Manufacturer Program is no longer an Eligible Manufacturer Program and that, as a result, either (a) the Series 20032004-5 4 Maximum Non-Program Vehicle Amount is or will be exceeded or (b) an excess will exist under clause (y) of paragraph (ii) of the definition of Series 2004-4 Required Enhancement Amount or (ii) that the Lessees, the Borrowers and AFC-II CRCF have determined to increase any Series 20032004-5 4 Maximum Amount or the percentage set forth in clause (y) of any of paragraphs (iii), (iv), (v), (vi), (vii) or (viii) of the definition of Series 2004-4 Required Enhancement Amount, (such notice, a “Waiver Request”), each Series 20032004-5 4 Noteholder may, at its option, waive the Series 20032004-5 4 Maximum Non-Program Vehicle Amount, any other Series 2004-4 Maximum Amount or any other increase in the Series 20032004-5 Maximum 4 Required Enhancement Amount based upon clause (y) of any of paragraphs (iii), (iv), (v), (vi), (vii) or (viii) of the definition of the Series 2004-4 Required Enhancement Amount (collectively, a “Waivable Amount”) if (i) no Amortization Event exists, (ii) the Requisite Noteholders and the Surety Provider consent to such waiver and (iii) sixty (60) 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 20032004-5 4 Excess Collection Account (collectively, the “Designated Amounts”) from the date the Trustee receives a Waiver Request through the Consent Period Expiration Date will be held by the Trustee in the Series 20032004-5 4 Collection Account for ratable distribution as described below. Within ten (10) Business Days after the Trustee receives a Waiver Request, the Trustee shall furnish notice thereof to the Series 2003-5 Noteholders and the Surety ProviderAdministrative Agent, which notice shall be accompanied by a form of consent (each a “Consent”) in the form of Exhibit B hereto C by which the Series 20032004-5 4 Noteholders may, on or before the Consent Period Expiration Date, consent to waiver of the applicable Waivable Amount. Upon receipt of notice of a Waiver Request, the Administrative Agent shall forward a copy of such request together with the Consent to the Funding Agent with respect to each Purchaser Group. If the Trustee receives the consent of the Surety Provider and Consents from the Requisite Noteholders agreeing to waiver of the applicable Waivable Amount within forty-five (45) 45 days after the Trustee notifies the Series 2003-5 Noteholders Administrative Agent of a Waiver Request (the day on which such forty45-five (45) day period expires, the “Consent Period Expiration Date”), (i) the applicable Waivable Amount shall be deemed waived by the consenting Series 20032004-5 4 Noteholders, (ii) the Trustee will distribute the Designated Amounts as set forth below and (iii) the Trustee shall promptly (but in any event within two days(2) Business Days) provide the Rating Agency with notice of such waiver. Any Series 2003-5 Noteholder Purchaser Group from whom the Trustee has not received a Consent on or before the Consent Period Expiration Date will be deemed not to have consented to such waiver. If the Trustee receives Consents from the Requisite Noteholders on or before the Consent Period Expiration Date, then on the immediately following Distribution Date, upon receipt of written direction from the Administrator the Trustee will pay the Designated Amounts to the Administrative Agent for the accounts of the non-consenting Purchaser Groups. Upon the receipt of funds from the Trustee pursuant to this Article V, the Administrative Agent shall pay the Designated Amounts as follows: (i) to the each Funding Agent with respect to a non-consenting Series 2003-5 NoteholdersPurchaser Group, if any, such Purchaser Group’s pro rata share based on the Purchaser Group Invested Amount with respect to such Purchaser Group relative to the Purchaser Group Invested Amount with respect to all non-consenting Purchaser Groups of the Designated Amounts up to the amount required to pay reduce to zero the Purchaser Group Invested Amounts with respect to all Series 2003-5 Notes held by such non-consenting Series 2003-5 Noteholders in fullPurchaser Groups; and (ii) any remaining Designated Amounts to the Series 20032004-5 4 Excess Collection Account. If the amount paid distributed pursuant to clause (i) of the preceding paragraph is not paid in full sufficient to reduce the Purchaser Group Invested Amount with respect to each non-consenting Purchaser Group to zero on the date specified therein, then on each day following such Distribution Date, the Administrator will allocate to the Series 20032004-5 4 Collection Account on a daily basis all Designated Amounts collected on such day. On each following Distribution Date, the Trustee will withdraw a portion of such Designated Amounts from the Series 20032004-5 4 Collection Account and deposit the same in the Series 20032004-5 4 Distribution Account for distribution to the Administrative Agent for the accounts of the non-consenting Purchaser Groups. Upon the receipt of funds from the Trustee pursuant to this Article V, the Administrative Agent shall pay the Designated Amounts as follows: (a) to the each Funding Agent with respect to a non-consenting Series 2003-5 NoteholdersPurchaser Group, if any, such Purchaser Group’s pro rata an amount equal share based on the Purchaser Group Invested Amount with respect to such Purchaser Group relative to the Purchaser Group Invested Amount with respect to all non-consenting Purchaser Groups of the Designated Amounts in the Series 20032004-5 4 Collection Account as of the applicable Determination Date up to the aggregate outstanding principal balance of amount required to reduce to zero the Series 2003-5 Notes held by the Purchaser Group Invested Amounts with respect to all non-consenting Series 2003-5 NoteholdersPurchaser Groups; and (b) any remaining Designated Amounts to the Series 20032004-5 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.4

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) ABRCF that the Lessees, the Borrowers and AFC-II ABRCF have determined to increase any Series 20032010-5 6 Maximum Amount or the percentage set forth in clause (y) of any of paragraphs (ii), (iii), (iv), (v), (vi) or (vii) of the definition of Series 2010-6 Incremental Enhancement Amount, (such notice, a “Waiver Request”), each Series 20032010-5 6 Noteholder may, at its option, waive the any Series 20032010-5 6 Maximum Non-Program Vehicle Amount or any other increase in the Series 20032010-5 Maximum 6 Required Enhancement Amount based upon clause (y) of any of paragraphs (ii), (iii), (iv), (v), (vi) or (vii) of the definition of the Series 2010-6 Incremental Enhancement Amount (collectively, a “Waivable Amount”) if (i) no Amortization Event exists, (ii) the Requisite Noteholders and the Surety Provider consent to such waiver and (iii) sixty (60) 60 days’ prior written notice of such proposed waiver is provided to the Rating Agencies Agencies, Standard & Poor’s and Xxxxx’x by the Trustee. Upon receipt by the Trustee of a Waiver Request (a copy of which the Trustee shall promptly provide to the Rating Agencies), all amounts which would otherwise be allocated to the Series 20032010-5 6 Excess Collection Account (collectively, the “Designated Amounts”) from the date the Trustee receives a Waiver Request through the Consent Period Expiration Date will be held by the Trustee in the Series 20032010-5 6 Collection Account for ratable distribution as described below. Within ten (10) Business Days after the Trustee receives a Waiver Request, the Trustee shall furnish notice thereof to the Series 2003-5 Noteholders and the Surety ProviderAdministrative Agent, which notice shall be accompanied by a form of consent (each a “Consent”) in the form of Exhibit B C hereto by which the Series 20032010-5 6 Noteholders may, on or before the Consent Period Expiration Date, consent to waiver of the applicable Waivable Amount. Upon receipt of notice of a Waiver Request, the Administrative Agent shall forward a copy of such request together with the Consent to each Non-Conduit Purchaser and Funding Agent with respect to its Related Purchaser Group. If the Trustee receives the 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 Administrative Agent of a Waiver Request (the day on which such forty-five (45) day period expires, the “Consent Period Expiration Date”), (i) the applicable Waivable Amount shall be deemed waived by the consenting Series 20032010-5 6 Noteholders, (ii) the Trustee will distribute the Designated Amounts as set forth below and (iii) the Trustee shall promptly (but in any event within two days) provide the Rating Agency Agencies, Standard & Poor’s and Xxxxx’x with notice of such waiver. Any Series 2003-5 Noteholder Purchaser Group from whom the Trustee has not received a Consent on or before the Consent Period Expiration Date will be deemed not to have consented to such waiver. If the Trustee receives Consents from the Requisite Noteholders on or before the Consent Period Expiration Date, then on the immediately following Distribution Date, upon receipt of written direction from the Administrator the Trustee will pay the Designated Amounts to the Administrative Agent for the accounts of the non-consenting Purchaser Groups. Upon the receipt of funds from the Trustee pursuant to this Article V, the Administrative Agent shall pay the Designated Amounts as follows: (i) to the each Non-Conduit Purchaser or Funding Agent with respect to a non-consenting Series 2003-5 NoteholdersPurchaser Group, if any, such Purchaser Group’s pro rata share based on the Purchaser Group Invested Amount with respect to such Purchaser Group relative to the Purchaser Group Invested Amount with respect to all non-consenting Purchaser Groups of the Designated Amounts up to the amount required to pay reduce to zero the Purchaser Group Invested Amounts with respect to all Series 2003-5 Notes held by such non-consenting Series 2003-5 Noteholders in fullPurchaser Groups; and (ii) any remaining Designated Amounts to the Series 20032010-5 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 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.6

RIGHT TO WAIVE PURCHASE RESTRICTIONS. Notwithstanding any provision to the contrary in the Indenture or the Related DocumentsDocu-ments, upon the Trustee’s receipt of notice from any Lessee, any Borrower or AFC-II CRCF (i) to the effect that a Manufacturer Program is no longer an Eligible Manufacturer Program and that, as a result, either (a) the Series 20032005-5 3 Maximum Non-Program Vehicle Vehi-cle Amount is or will be exceeded or (b) an excess will exist under clause (y) of paragraph (ii) of the definition of Series 2005-3 Required Enhancement Amount or (ii) that the LesseesLes-sees, the Borrowers and AFC-II CRCF have determined to increase in-crease any Series 20032005-5 3 Maximum Amount or the percentage set forth in clause (y) of any of paragraphs (iii), (iv), (v), (vi), (vii) or (viii) of the definition of Series 2005-3 Required Enhancement Amount, (such notice, a “Waiver Request”), each Series 20032005-5 Noteholder 3 Note-holder may, at its option, waive the Series 20032005-5 3 Maximum Non-Program Vehicle Amount, any other Series 2005-3 Maximum Amount or any other increase in the Series 20032005-5 Maximum 3 Required Enhancement Amount based upon clause (y) of any of paragraphs (iii), (iv), (v), (vi), (vii) or (viii) of the definition of the Series 2005-3 Required Enhancement Amount (collectively, a “Waivable Amount”) if (i) no Amortization Event exists, (ii) the Requisite Noteholders and the Surety Provider consent to such waiver and (iii) sixty (60) 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 20032005-5 3 Excess Collection Account (collectively, the “Designated Amounts”) from the date the Trustee receives a Waiver Request through the Consent Period Expiration Date will be held by the Trustee Trust-ee in the Series 20032005-5 3 Collection Account for ratable distribution as described below. Within ten (10) Business Days after the Trustee receives a Waiver Request, the Trustee shall furnish notice thereof to the Series 2003-5 Noteholders and the Surety ProviderAdministrative Agent, which notice shall be accompanied by a form of consent (each a “Consent”) in the form of Exhibit B C hereto by which the Series 20032005-5 3 Noteholders may, on or before the Consent Period Expiration Date, consent to waiver of the applicable Waivable Amount. Upon receipt of notice of a Waiver Request, the Administrative Agent shall forward a copy of such request together with the Consent to the Funding Agent with respect to each Purchaser Group. If the Trustee receives the consent of the Surety Provider and Consents from the Requisite Noteholders agreeing to waiver of the applicable Waivable Amount within forty-five (45) days after the Trustee notifies the Series 2003-5 Noteholders Administrative Agent of a Waiver Request (the day on which such forty-five (45) day period expires, the “Consent Period Expiration Date”), (i) the applicable Waivable Amount shall be deemed waived by the consenting Series 20032005-5 3 Noteholders, (ii) the Trustee Trus-tee will distribute the Designated Amounts as set forth below and (iii) the Trustee shall promptly (but in any event within two days(2) Business Days) provide the Rating Agency with notice of such waiver. Any Series 2003-5 Noteholder Purchaser Group from whom the Trustee has not received a Consent on or before the Consent Period Expiration Date will be deemed not to have consented to such waiver. If the Trustee receives Consents from the Requisite Noteholders on or before the Consent Period Expiration Date, then on the immediately following Distribution Dis-tribution Date, upon receipt of written direction from the Administrator the Trustee will pay the Designated Amounts to the Administrative Agent for the accounts of the non-consenting Purchaser Groups. Upon the receipt of funds from the Trustee pursuant to this Article V, the Administrative Agent shall pay the Designated Amounts as follows: (i) to the each Funding Agent with respect to a non-consenting Series 2003-5 NoteholdersPurchaser Group, if any, such Purchaser Group’s pro rata share based on the Purchaser Group Invested Amount with respect to such Purchaser Group relative to the Purchaser Group Invested Amount with respect to all non-consenting Purchaser Groups of the Designated Amounts up to the amount required to pay reduce to zero the Purchaser Group Invested Amounts with respect to all Series 2003-5 Notes held by such non-consenting Series 2003-5 Noteholders in fullPurchaser Groups; and (ii) any remaining Designated Amounts to the Series 20032005-5 3 Excess Collection Account. If the amount paid distributed pursuant to clause (i) of the preceding paragraph is not paid in full sufficient to reduce the Purchaser Group Invested Amount with respect to each non-consenting Purchaser Group to zero on the date specified therein, then on each day following such Distribution Dis-tribution Date, the Administrator Admin-istrator will allocate to the Series 20032005-5 3 Collection Account on a daily basis all Designated Amounts collected on such day. On each following fol-lowing Distribution Date, the Trustee will withdraw a portion of such Designated Amounts from the Series 20032005-5 3 Collection Account and deposit the same in the Series 20032005-5 3 Distribution Account for distribution to the Administrative Agent for the accounts of the non-consenting Purchaser Groups. Upon the receipt of funds from the Trustee pursuant to this Article V, the Administrative Agent shall pay the Designated Amounts as follows: (a) to the each Funding Agent with respect to a non-consenting Series 2003-5 NoteholdersPurchaser Group, if any, such Purchaser Group’s pro rata an amount equal share based on the Purchaser Group Invested Amount with respect to such Purchaser Group relative to the Purchaser Group Invested Amount with respect to all non-consenting Purchaser Groups of the Designated Amounts in the Series 20032005-5 3 Collection Account as of the applicable Determination Date up to the aggregate outstanding principal balance of amount required to reduce to zero the Series 2003-5 Notes held by the Purchaser Group Invested Amounts with respect to all non-consenting Series 2003-5 NoteholdersPurchaser Groups; and (b) any remaining Designated Amounts to the Series 20032005-5 3 Excess Collection Account. If the Requisite Noteholders or the Surety Provider do not timely consent to such waiver, the Designated Desig-nated Amounts will be re-allocated to the Series 20032005-5 3 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 20032005-5 3 Rapid Amortization Amor-tization Period shall commence after receipt by the Trustee of a Waiver Request, all such Designated Amounts will thereafter be considered Principal Collections allocated allo-cated to the Series 20032005-5 3 Noteholders.

RIGHT TO WAIVE PURCHASE RESTRICTIONS. Notwithstanding any provision to the contrary in the Indenture or the Related Documents, but subject in all respects to the Surety Provider’s rights under Section 6.11, upon the Trustee’s receipt of notice from any Lessee, any Borrower or AFC-II CRCF (i) to the effect that a Manufacturer Program is no longer an Eligible Manufacturer Program and that, as a result, the Series 20032005-5 4 Maximum Non-Program Vehicle Amount is or will be exceeded or (ii) that the Lessees, the Borrowers and AFC-II CRCF have determined to increase any Series 20032005-5 4 Maximum Amount, (such notice, a “Waiver Request”), each Series 20032005-5 4 Noteholder may, at its option, waive the Series 20032005-5 4 Maximum Non-Program Vehicle Amount or any other Series 20032005-5 4 Maximum Amount (collectively, a “Waivable Amount”) if (i) no Amortization Event exists, (ii) the Requisite Noteholders and the Surety Provider consent to such waiver and (iii) sixty (60) 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 20032005-5 4 Excess Collection Account (collectively, the “Designated Amounts”) from the date the Trustee receives a Waiver Request through the Consent Period Expiration Date will be held by the Trustee in the Series 20032005-5 4 Collection Account for ratable distribution as described below. Within ten (10) Business Days after the Trustee receives a Waiver Request, the Trustee shall furnish notice thereof to the Series 20032005-5 4 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 20032005-5 4 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 20032005-5 4 Noteholders of a Waiver Request (the day on which such forty-five (45) day period expires, the “Consent Period Expiration Date”), (i) the applicable Waivable Amount shall be deemed waived by the consenting Series 20032005-5 4 Noteholders, (ii) the Trustee will distribute the Designated Amounts as set forth below and (iii) the Trustee shall promptly (but in any event within two days) provide the Rating Agency with notice of such waiver. Any Series 20032005-5 4 Noteholder from whom the Trustee has not received a Consent on or before the Consent Period Expiration Date will be deemed not to have consented to such waiver. If the Trustee receives Consents from the Requisite Noteholders on or before the Consent Period Expiration Date, then on the immediately following Distribution Date, the Trustee will pay the Designated Amounts as follows: (i) to the non-consenting Series 20032005-5 4 Noteholders, if any, pro rata up to the amount required to pay all Series 20032005-5 4 Notes held by such non-consenting Series 20032005-5 4 Noteholders in full; and (ii) any remaining Designated Amounts to the Series 20032005-5 4 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 20032005-5 4 Collection Account on a daily basis all Designated Amounts collected on such day. On each following Distribution Date, the Trustee will withdraw a portion of such Designated Amounts from the Series 20032005-5 4 Collection Account and deposit the same in the Series 20032005-5 4 Distribution Account for distribution as follows: (a) to the non-consenting Series 20032005-5 4 Noteholders, if any, pro rata an amount equal to the Designated Amounts in the Series 20032005-5 4 Collection Account as of the applicable Determination Date up to the aggregate outstanding principal balance of the Series 20032005-5 4 Notes held by the non-consenting Series 20032005-5 4 Noteholders; and (b) any remaining Designated Amounts to the Series 20032005-5 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.4

RIGHT TO WAIVE PURCHASE RESTRICTIONS. Notwithstanding any provision to the contrary in the Indenture or the Related DocumentsDocu­ments, 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) ABRCF that the LesseesLes­sees, the Borrowers and AFC-II ABRCF have determined to increase in­crease any Series 20032008-5 1 Maximum Amount or the percentage set forth in clause (y) of any of paragraphs (iii), (iv), (v), (vi), (vii) or (viii) of the definition of Series 2008-1 Required Enhancement Amount, (such notice, a “Waiver Request”), each Series 20032008-5 Noteholder 1 Note­holder may, at its option, waive the any Series 20032008-5 1 Maximum Non-Program Vehicle Amount or any other increase in the Series 20032008-5 Maximum 1 Required Enhancement Amount based upon clause (y) of any of paragraphs (iii), (iv), (v), (vi), (vii) or (viii) of the definition of the Series 2008-1 Required Enhancement Amount (collectively, a “Waivable Amount”) if (i) no Amortization Event exists, (ii) the Requisite Noteholders and the Surety Provider consent to such waiver and (iii) sixty (60) 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 20032008-5 1 Excess Collection Account (collectively, the “Designated Amounts”) from the date the Trustee receives a Waiver Request through the Consent Period Expiration Date will be held by the Trustee Trust­ee in the Series 20032008-5 1 Collection Account for ratable distribution as described below. Within ten (10) Business Days after the Trustee receives a Waiver Request, the Trustee shall furnish notice thereof to the Series 2003-5 Noteholders and the Surety ProviderAdministrative Agent, which notice shall be accompanied by a form of consent (each a “Consent”) in the form of Exhibit B C hereto by which the Series 20032008-5 1 Noteholders may, on or before the Consent Period Expiration Date, consent to waiver of the applicable Waivable Amount. Upon receipt of notice of a Waiver Request, the Administrative Agent shall forward a copy of such request together with the Consent to the Funding Agent with respect to each Purchaser Group. If the Trustee receives the consent of the Surety Provider and Consents from the Requisite Noteholders agreeing to waiver of the applicable Waivable Amount within forty-five (45) days after the Trustee notifies the Series 2003-5 Noteholders Administrative Agent of a Waiver Request (the day on which such forty-five (45) day period expires, the “Consent Period Expiration Date”), (i) the applicable Waivable Amount shall be deemed waived by the consenting Series 20032008-5 1 Noteholders, (ii) the Trustee 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 Purchaser Group from whom the Trustee has not received a Consent on or before the Consent Period Expiration Date will be deemed not to have consented to such waiver. If the Trustee receives Consents from the Requisite Noteholders on or before the Consent Period Expiration Date, then on the immediately following Distribution Dis­tribution Date, upon receipt of written direction from the Administrator the Trustee will pay the Designated Amounts to the Administrative Agent for the accounts of the non-consenting Purchaser Groups. Upon the receipt of funds from the Trustee pursuant to this Article V, the Administrative Agent shall pay the Designated Amounts as follows: (i) to the each Funding Agent with respect to a non-consenting Series 2003Purchaser Group, such Purchaser Group’s prorata share based on the Purchaser Group Invested Amount with respect to such Purchaser Group relative to the Purchaser Group Invested Amount with respect to all non-5 Noteholders, if any, pro rata consenting Purchaser Groups of the Designated Amounts up to the amount required to pay reduce to zero the Purchaser Group Invested Amounts with respect to all Series 2003-5 Notes held by such non-consenting Series 2003-5 Noteholders in fullPurchaser Groups; and (ii) any remaining Designated Amounts to the Series 20032008-5 1 Excess Collection Account. If the amount paid distributed pursuant to clause (i) of the preceding paragraph is not paid in full sufficient to reduce the Purchaser Group Invested Amount with respect to each non-consenting Purchaser Group to zero on the date specified therein, then on each day following such Distribution Dis­tribution Date, the Administrator Admin­istrator will allocate to the Series 20032008-5 1 Collection Account on a daily basis all Designated Amounts collected on such day. On each following fol­lowing Distribution Date, the Trustee will withdraw a portion of such Designated Amounts from the Series 20032008-5 1 Collection Account and deposit the same in the Series 20032008-5 1 Distribution Account for distribution to the Administrative Agent for the accounts of the non-consenting Purchaser Groups. Upon the receipt of funds from the Trustee pursuant to this Article V, the Administrative Agent shall pay the Designated Amounts as follows: (a) to the each Funding Agent with respect to a non-consenting Series 2003Purchaser Group, such Purchaser Group’s prorata share based on the Purchaser Group Invested Amount with respect to such Purchaser Group relative to the Purchaser Group Invested Amount with respect to all non-5 Noteholders, if any, pro rata an amount equal to consenting Purchaser Groups of the Designated Amounts in the Series 20032008-5 1 Collection Account as of the applicable Determination Date up to the aggregate outstanding principal balance of amount required to reduce to zero the Series 2003-5 Notes held by the Purchaser Group Invested Amounts with respect to all non-consenting Series 2003-5 NoteholdersPurchaser Groups; and (b) any remaining Designated Amounts to the Series 20032008-5 1 Excess Collection Account. If the Requisite Noteholders or the Surety Provider do not timely consent to such waiver, the Designated Desig­nated Amounts will be re-allocated to the Series 20032008-5 1 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 20032008-5 Rapid Amortization 1 Amor­tization Period shall commence after receipt by the Trustee of a Waiver Request, all such Designated Amounts will thereafter be considered Principal Collections allocated allo­cated to the Series 20032008-5 1 Noteholders.

RIGHT TO WAIVE PURCHASE RESTRICTIONS. Notwithstanding any provision to the contrary in the Indenture or the Related Documents, upon the Trustee’s receipt of notice from any Lessee, any Borrower or AFC-II (i) to the effect that a Manufacturer Program is no longer an Eligible Manufacturer Program and that, as a result, the Series 2003-5 Maximum Non-Program Vehicle Amount is or will be exceeded or (ii) ABRCF that the Lessees, the Borrowers and AFC-II ABRCF have determined to increase any Series 20032015-5 3 Maximum Amount or the percentage set forth in clause (y) of any of paragraphs (ii), (iii), (iv), (v), (vi) or (vii) of the definition of Series 2015-3 Incremental Enhancement Amount, (such notice, a “Waiver Request”), each Series 20032015-5 3 Noteholder may, at its option, waive the any Series 20032015-5 3 Maximum Non-Program Vehicle Amount or any other increase in the Series 20032015-5 Maximum 3 Required Enhancement Amount based upon clause (y) of any of paragraphs (ii), (iii), (iv), (v), (vi) or (vii) of the definition of the Series 2015-3 Incremental Enhancement Amount (collectively, a “Waivable Amount”) if (i) no Amortization Event exists, (ii) the Requisite Noteholders and the Surety Provider consent to such waiver and (iii) sixty (60) 60 days’ prior written notice of such proposed waiver is provided to the Rating Agencies Agencies, Standard & Poor’s and Moody’s by the Trustee. Upon receipt by the Trustee of a Waiver Request (a copy of which the Trustee shall promptly provide to the Rating Agencies), all amounts which would otherwise be allocated to the Series 20032015-5 3 Excess Collection Account (collectively, the “Designated Amounts”) from the date the Trustee receives a Waiver Request through the Consent Period Expiration Date will be held by the Trustee in the Series 20032015-5 3 Collection Account for ratable distribution as described below. Within ten (10) Business Days after the Trustee receives a Waiver Request, the Trustee shall furnish notice thereof to the Series 2003-5 Noteholders and the Surety ProviderAdministrative Agent, which notice shall be accompanied by a form of consent (each a “Consent”) in the form of Exhibit B C hereto by which the Series 20032015-5 3 Noteholders may, on or before the Consent Period Expiration Date, consent to waiver of the applicable Waivable Amount. Upon receipt of notice of a Waiver Request, the Administrative Agent shall forward a copy of such request together with the Consent to each Non-Conduit Purchaser and Funding Agent with respect to its Related Purchaser Group. If the Trustee receives the consent of the Surety Provider and Consents from the Requisite Noteholders agreeing to waiver of the applicable Waivable Amount within forty-five (45) days after the Trustee notifies the Series 2003-5 Noteholders Administrative Agent of a Waiver Request (the day on which such forty-five (45) day period expires, the “Consent Period Expiration Date”), (i) the applicable Waivable Amount shall be deemed waived by the consenting Series 20032015-5 3 Noteholders, (ii) the Trustee will distribute the Designated Amounts as set forth below and (iii) the Trustee shall promptly (but in any event within two days) provide the Rating Agency Agencies, Standard & Poor’s and Moody’s with notice of such waiver. Any Series 2003-5 Noteholder Purchaser Group from whom the Trustee has not received a Consent on or before the Consent Period Expiration Date will be deemed not to have consented to such waiver. If the Trustee receives Consents from the Requisite Noteholders on or before the Consent Period Expiration Date, then on the immediately following Distribution Date, upon receipt of written direction from the Administrator the Trustee will pay the Designated Amounts to the Administrative Agent for the accounts of the non-consenting Purchaser Groups. Upon the receipt of funds from the Trustee pursuant to this Article V, the Administrative Agent shall pay the Designated Amounts as follows: (i) to the each Non-Conduit Purchaser or Funding Agent with respect to a non-consenting Series 2003-5 NoteholdersPurchaser Group, if any, such Purchaser Group’s pro rata share based on the Purchaser Group Invested Amount with respect to such Purchaser Group relative to the Purchaser Group Invested Amount with respect to all non-consenting Purchaser Groups of the Designated Amounts up to the amount required to pay reduce to zero the Purchaser Group Invested Amounts with respect to all Series 2003-5 Notes held by such non-consenting Series 2003-5 Noteholders in fullPurchaser Groups; and (ii) any remaining Designated Amounts to the Series 20032015-5 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 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.3

RIGHT TO WAIVE PURCHASE RESTRICTIONS. Notwithstanding any provision to the contrary in the Indenture or the Related DocumentsDocu-ments, upon the Trustee’s receipt of notice from any Lessee, any Borrower or AFC-II CRCF (i) to the effect that a Manufacturer Program is no longer an Eligible Manufacturer Program and that, as a result, either (a) the Series 20032004-5 1 Maximum Non-Program Vehicle Vehi-cle Amount is or will be exceeded or (b) an excess will exist under clause (y) of paragraph (ii) of the definition of Series 2004-1 Required Enhancement Amount or (ii) that the LesseesLes-sees, the Borrowers and AFC-II CRCF have determined to increase in-crease any Series 20032004-5 1 Maximum Amount or the percentage set forth in clause (y) of any of paragraphs (ii), (iii), (iv), (v), (vii) or (viii) of the definition of Series 2004-1 Required Enhancement Amount, (such notice, a “Waiver Request”), each Series 20032004-5 Noteholder 1 Note-holder may, at its option, waive the Series 20032004-5 1 Maximum Non-Program Vehicle Amount, any other Series 2004-1 Maximum Amount or any other increase in the Series 20032004-5 Maximum 1 Required Enhancement Amount based upon clause (y) of any of paragraphs (ii), (iii), (iv), (v), (vii) or (viii) of the definition of the Series 2004-1 Required Enhancement Amount (collectively, a “Waivable Amount”) if (i) no Amortization Event exists, (ii) the Requisite Noteholders and the Surety Provider consent to such waiver and (iii) sixty (60) 60 days’ prior written notice of such proposed waiver is provided to the Rating Agencies Administrative Agent 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 20032004-5 1 Excess Collection Account (collectively, the “Designated Amounts”) from the date the Trustee receives a Waiver Request through the Consent Period Expiration Date will be held by the Trustee Trust-ee in the Series 20032004-5 1 Collection Account for ratable distribution as described below. Within ten (10) Business Days after the Trustee receives a Waiver Request, the Trustee shall furnish notice thereof to the Series 2003-5 Noteholders and the Surety ProviderAdministrative Agent, which notice shall be accompanied by a form of consent (each a “Consent”) in the form of Exhibit B C hereto by which the Series 20032004-5 1 Noteholders may, on or before the Consent Period Expiration Date, consent to waiver of the applicable Waivable Amount. Upon receipt of notice of a Waiver Request, the Administrative Agent shall forward a copy of such request together with the Consent to each Purchaser. 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 Administrative Agent of a Waiver Request (the day on which such forty-five (45) day period expires, the “Consent Period Expiration Date”), (i) the applicable Waivable Amount shall be deemed waived by the consenting Series 20032004-5 1 Noteholders, (ii) the Trustee Trus-tee 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 Purchaser from whom the Trustee has not received a Consent on or before the Consent Period Expiration Date will be deemed not to have consented to such waiver. If the Trustee receives Consents from the Requisite Noteholders on or before the Consent Period Expiration Date, then on the immediately following Distribution Dis-tribution Date, upon receipt of written direction from the Administrator the Trustee will pay the Designated Amounts to the Administrative Agent for the accounts of the non-consenting Purchasers. Upon the receipt of funds from the Trustee pursuant to this Article V, the Administrative Agent shall pay the Designated Amounts as follows: (i) to the each non-consenting Series 2003-5 NoteholdersPurchaser, if any, such Purchaser’s pro rata share based on the Purchaser Invested Amount with respect to such Purchaser relative to the Purchaser Invested Amount with respect to all non-consenting Purchasers of the Designated Amounts up to the amount required to pay reduce to zero the Purchaser Invested Amounts with respect to all Series 2003-5 Notes held by such non-consenting Series 2003-5 Noteholders in fullPurchasers; and (ii) any remaining Designated Amounts to the Series 20032004-5 1 Excess Collection Account. If the amount paid distributed pursuant to clause (i) of the preceding paragraph is not paid in full sufficient to reduce the Purchaser Invested Amount with respect to each non-consenting Purchaser to zero on the date specified therein, then on each day following such Distribution Dis-tribution Date, the Administrator Admin-istrator will allocate to the Series 20032004-5 1 Collection Account on a daily basis all Designated Amounts collected on such day. On each following fol-lowing Distribution Date, the Trustee will withdraw a portion of such Designated Amounts from the Series 20032004-5 1 Collection Account and deposit the same in the Series 20032004-5 1 Distribution Account for distribution to the Administrative Agent for the accounts of the non-consenting Purchasers. Upon the receipt of funds from the Trustee pursuant to this Article V, the Administrative Agent shall pay the Designated Amounts as follows: (a) to the each non-consenting Series 2003-5 NoteholdersPurchaser, if any, such Purchaser’s pro rata an amount equal share based on the Purchaser Invested Amount with respect to such Purchaser relative to the Purchaser Invested Amount with respect to all non-consenting Purchasers of the Designated Amounts in the Series 20032004-5 1 Collection Account as of the applicable Determination Date up to the aggregate outstanding principal balance of amount required to reduce to zero the Series 2003-5 Notes held by the Purchaser Invested Amounts with respect to all non-consenting Series 2003-5 NoteholdersPurchasers; and (b) any remaining Designated Amounts to the Series 20032004-5 1 Excess Collection Account. If the Requisite Noteholders or the Surety Provider do not timely consent to such waiver, the Designated Desig-nated Amounts will be re-allocated to the Series 20032004-5 1 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 20032004-5 Rapid Amortization 1 Amor-tization Period shall commence after receipt by the Trustee of a Waiver Request, all such Designated Amounts will thereafter be considered Principal Collections allocated allo-cated to the Series 20032004-5 1 Noteholders.

RIGHT TO WAIVE PURCHASE RESTRICTIONS. Notwithstanding any provision to the contrary in the Indenture or the Related Documents, upon the Trustee’s 's receipt of notice from any Lessee, any Borrower or AFC-II (i) to the effect that a Manufacturer Program is no longer an Eligible Manufacturer Program and that, as a result, the Series 20031997-5 1 Maximum Non-Program Vehicle Amount is or will be exceeded or (ii) that the Lessees, the Borrowers and AFC-II have determined to increase any Series 20031997-5 1 Maximum Amount, (such notice, a “"Waiver Request”"), each Series 20031997-5 1 Noteholder may, at its option, waive the Series 20031997-5 1 Maximum Non-Program Vehicle Amount or any other Series 20031997-5 1 Maximum Amount (collectively, a “Waivable Amount”) if (i) no Amortization Event exists, (ii) the Requisite Noteholders and the Surety Provider consent to such waiver and (iii) sixty (60) 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 20031997-5 1 Excess Collection Account (collectively, the “"Designated Amounts”") from the date the Trustee receives a Waiver Request through the Consent Period Expiration Date will be held by the Trustee in the Series 20031997-5 1 Collection Account for ratable distribution -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 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.

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) ABRCF that the Lessees, the Borrowers and AFC-II ABRCF have determined to increase any Series 20032015-5 3 Maximum Amount or the percentage set forth in clause (y) of any of paragraphs (ii), (iii), (iv), (v), (vi) or (vii) of the definition of Series 2015-3 Incremental Enhancement Amount, (such notice, a “Waiver Request”), each Series 20032015-5 3 Noteholder may, at its option, waive the any Series 20032015-5 3 Maximum Non-Program Vehicle Amount or any other increase in the Series 20032015-5 Maximum 3 Required Enhancement Amount based upon clause (y) of any of paragraphs (ii), (iii), (iv), (v), (vi) or (vii) of the definition of the Series 2015-3 Incremental Enhancement Amount (collectively, a “Waivable Amount”) if (i) no Amortization Event exists, (ii) the Requisite Noteholders and the Surety Provider consent to such waiver and (iii) sixty (60) 60 days’ prior written notice of such proposed waiver is provided to the Rating Agencies Agencies, Standard & Poor’s and Xxxxx’x by the Trustee. Upon receipt by the Trustee of a Waiver Request (a copy of which the Trustee shall promptly provide to the Rating Agencies), all amounts which would otherwise be allocated to the Series 20032015-5 3 Excess Collection Account (collectively, the “Designated Amounts”) from the date the Trustee receives a Waiver Request through the Consent Period Expiration Date will be held by the Trustee in the Series 20032015-5 3 Collection Account for ratable distribution as described below. Within ten (10) Business Days after the Trustee receives a Waiver Request, the Trustee shall furnish notice thereof to the Series 2003-5 Noteholders and the Surety ProviderAdministrative Agent, which notice shall be accompanied by a form of consent (each a “Consent”) in the form of Exhibit B C hereto by which the Series 20032015-5 3 Noteholders may, on or before the Consent Period Expiration Date, consent to waiver of the applicable Waivable Amount. Upon receipt of notice of a Waiver Request, the Administrative Agent shall forward a copy of such request together with the Consent to each Non-Conduit Purchaser and Funding Agent with respect to its Related Purchaser Group. If the Trustee receives the consent of the Surety Provider and Consents from the Requisite Noteholders agreeing to waiver of the applicable Waivable Amount within forty-forty- Americas 90884077 (2K) 80 five (45) days after the Trustee notifies the Series 2003-5 Noteholders Administrative Agent of a Waiver Request (the day on which such forty-five (45) day period expires, the “Consent Period Expiration Date”), (i) the applicable Waivable Amount shall be deemed waived by the consenting Series 20032015-5 3 Noteholders, (ii) the Trustee will distribute the Designated Amounts as set forth below and (iii) the Trustee shall promptly (but in any event within two days) provide the Rating Agency Agencies, Standard & Poor’s and Xxxxx’x with notice of such waiver. Any Series 2003-5 Noteholder Purchaser Group from whom the Trustee has not received a Consent on or before the Consent Period Expiration Date will be deemed not to have consented to such waiver. If the Trustee receives Consents from the Requisite Noteholders on or before the Consent Period Expiration Date, then on the immediately following Distribution Date, upon receipt of written direction from the Administrator the Trustee will pay the Designated Amounts to the Administrative Agent for the accounts of the non-consenting Purchaser Groups. Upon the receipt of funds from the Trustee pursuant to this Article V, the Administrative Agent shall pay the Designated Amounts as follows: (i) to the each Non-Conduit Purchaser or Funding Agent with respect to a non-consenting Series 2003-5 NoteholdersPurchaser Group, if any, such Purchaser Group’s pro rata share based on the Purchaser Group Invested Amount with respect to such Purchaser Group relative to the Purchaser Group Invested Amount with respect to all non-consenting Purchaser Groups of the Designated Amounts up to the amount required to pay reduce to zero the Purchaser Group Invested Amounts with respect to all Series 2003-5 Notes held by such non-consenting Series 2003-5 Noteholders in fullPurchaser Groups; and (ii) any remaining Designated Amounts to the Series 20032015-5 3 Excess Collection Account. If the amount paid distributed pursuant to clause (i) of the preceding paragraph is not paid in full sufficient to reduce the Purchaser Group Invested Amount with respect to each non-consenting Purchaser Group to zero on the date specified therein, then on each day following such Distribution Date, the Administrator will allocate to the Series 20032015-5 3 Collection Account on a daily basis all Designated Amounts collected on such day. On each following Distribution Date, the Trustee will withdraw a portion of such Designated Amounts from the Series 20032015-5 3 Collection Account and deposit the same in the Series 20032015-5 3 Distribution Account for distribution to the Administrative Agent for the accounts of the non-consenting Purchaser Groups. Upon the receipt of funds from the Trustee pursuant to this Article V, the Administrative Agent shall pay the Designated Amounts as follows: (a) to the each Non-Conduit Purchaser or Funding Agent with respect to a non-consenting Series 2003-5 NoteholdersPurchaser Group, if any, such Purchaser Group’s pro rata an amount equal share based on the Purchaser Group Invested Amount with respect to such Purchaser Group relative to the Purchaser Group Invested Amount with respect to all non-consenting Purchaser Groups of the Designated Amounts in the Series 20032015-5 3 Collection Account as of the applicable Determination Date up to the aggregate outstanding principal balance of amount required to reduce to zero the Series 2003-5 Notes held by the Purchaser Group Invested Amounts with respect to all non-consenting Series 2003-5 NoteholdersPurchaser Groups; and (b) any remaining Designated Amounts to the Series 20032015-5 3 Excess Collection Account. Americas 00000000 (2K) 81 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 20032015-5 3 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 20032015-5 3 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 20032015-5 3 Noteholders.. ARTICLE VI

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 CRCF (i) to the effect that a Manufacturer Program is no longer an Eligible Manufacturer Program and that, as a result, either (a) the Series 20032004-5 1 Maximum Non-Program Vehicle Amount is or will be exceeded or (b) an excess will exist under clause (y) of paragraph (ii) of the definition of Series 2004-1 Required Enhancement Amount or (ii) that the Lessees, the Borrowers and AFC-II CRCF have determined to increase any Series 20032004-5 1 Maximum Amount or the percentage set forth in clause (y) of any of paragraphs (ii), (iii), (iv), (v), (vii) or (viii) of the definition of Series 2004-1 Required Enhancement Amount, (such notice, a “Waiver Request”), each Series 20032004-5 1 Noteholder may, at its option, waive the Series 20032004-5 1 Maximum Non-Program Vehicle Amount, any other Series 2004-1 Maximum Amount or any other increase in the Series 20032004-5 Maximum 1 Required Enhancement Amount based upon clause (y) of any of paragraphs (ii), (iii), (iv), (v), (vii) or (viii) of the definition of the Series 2004-1 Required Enhancement Amount (collectively, a “Waivable Amount”) if (i) no Amortization Event exists, (ii) the Requisite Noteholders and the Surety Provider consent to such waiver and (iii) sixty (60) 60 days’ prior written notice of such proposed waiver is provided to the Rating Agencies Administrative Agent 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 20032004-5 1 Excess Collection Account (collectively, the “Designated Amounts”) from the date the Trustee receives a Waiver Request through the Consent Period Expiration Date will be held by the Trustee in the Series 20032004-5 1 Collection Account for ratable distribution as described below. Within ten (10) Business Days after the Trustee receives a Waiver Request, the Trustee shall furnish notice thereof to the Series 2003-5 Noteholders and the Surety ProviderAdministrative Agent, which notice shall be accompanied by a form of consent (each a “Consent”) in the form of Exhibit B C hereto by which the Series 20032004-5 1 Noteholders may, on or before the Consent Period Expiration Date, consent to waiver of the applicable Waivable Amount. Upon receipt of notice of a Waiver Request, the Administrative Agent shall forward a copy of such request together with the Consent to each Purchaser. 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 Administrative Agent of a Waiver Request (the day on which such forty-five (45) day period expires, the “Consent Period Expiration Date”), (i) the applicable Waivable Amount shall be deemed waived by the consenting Series 20032004-5 1 Noteholders, (ii) the Trustee will distribute the Designated Amounts as set forth below and (iii) the Trustee shall promptly (but in any event within two days) provide the Rating Agency with notice of such waiver. Any Series 2003-5 Noteholder Purchaser from whom the Trustee has not received a Consent on or before the Consent Period Expiration Date will be deemed not to have consented to such waiver. If the Trustee receives Consents from the Requisite Noteholders on or before the Consent Period Expiration Date, then on the immediately following Distribution Date, upon receipt of written direction from the Administrator the Trustee will pay the Designated Amounts to the Administrative Agent for the accounts of the non-consenting Purchasers. Upon the receipt of funds from the Trustee pursuant to this Article V, the Administrative Agent shall pay the Designated Amounts as follows: (i) to the each non-consenting Series 2003-5 NoteholdersPurchaser, if any, such Purchaser’s pro rata share based on the Purchaser Invested Amount with respect to such Purchaser relative to the Purchaser Invested Amount with respect to all non-consenting Purchasers of the Designated Amounts up to the amount required to pay reduce to zero the Purchaser Invested Amounts with respect to all Series 2003-5 Notes held by such non-consenting Series 2003-5 Noteholders in fullPurchasers; and (ii) any remaining Designated Amounts to the Series 20032004-5 1 Excess Collection Account. If the amount paid distributed pursuant to clause (i) of the preceding paragraph is not paid in full sufficient to reduce the Purchaser Invested Amount with respect to each non-consenting Purchaser to zero on the date specified therein, then on each day following such Distribution Date, the Administrator will allocate to the Series 20032004-5 1 Collection Account on a daily basis all Designated Amounts collected on such day. On each following Distribution Date, the Trustee will withdraw a portion of such Designated Amounts from the Series 20032004-5 1 Collection Account and deposit the same in the Series 20032004-5 1 Distribution Account for distribution to the Administrative Agent for the accounts of the non-consenting Purchasers. Upon the receipt of funds from the Trustee pursuant to this Article V, the Administrative Agent shall pay the Designated Amounts as follows: (a) to the each non-consenting Series 2003-5 NoteholdersPurchaser, if any, such Purchaser’s pro rata an amount equal share based on the Purchaser Invested Amount with respect to such Purchaser relative to the Purchaser Invested Amount with respect to all non-consenting Purchasers of the Designated Amounts in the Series 20032004-5 1 Collection Account as of the applicable Determination Date up to the aggregate outstanding principal balance of amount required to reduce to zero the Series 2003-5 Notes held by the Purchaser Invested Amounts with respect to all non-consenting Series 2003-5 NoteholdersPurchasers; and (b) any remaining Designated Amounts to the Series 20032004-5 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.1

RIGHT TO WAIVE PURCHASE RESTRICTIONS. Notwithstanding any provision to the contrary in the Indenture or the Related Documents, upon the Trustee’s receipt of notice from any Lessee, any Borrower or AFC-II (i) to the effect that a Manufacturer Program is no longer an Eligible Manufacturer Program and that, as a result, the Series 2003-5 Maximum Non-Program Vehicle Amount is or will be exceeded or (ii) ABRCF that the Lessees, the Borrowers and AFC-II ABRCF have determined to increase any Series 20032015-5 3 Maximum Amount or the percentage set forth in clause (y) of any of paragraphs (ii), (iii), (iv), (v), (vi) or (vii) of the definition of Series 2015-3 Incremental Enhancement Amount, (such notice, a “Waiver Request”), each Series 20032015-5 3 Noteholder may, at its option, waive the any Series 20032015-5 3 Maximum Non-Program Vehicle Amount or any other increase in the Series 20032015-5 Maximum 3 Required Enhancement Amount based upon clause (y) of any of paragraphs (i) through (xiii) of the definition of the Series 2015-3 Incremental Enhancement Amount (collectively, a “Waivable Amount”) if (i) no Amortization Event exists, (ii) the Requisite Noteholders and the Surety Provider consent to such waiver and (iii) sixty (60) 60 days’ prior written notice of such proposed waiver is provided to the Rating Agencies Agencies, Standard & Poor’s and Mxxxx’x by the Trustee. Upon receipt by the Trustee of a Waiver Request (a copy of which the Trustee shall promptly provide to the Rating Agencies), all amounts which would otherwise be allocated to the Series 20032015-5 3 Excess Collection Account (collectively, the “Designated Amounts”) from the date the Trustee receives a Waiver Request through the Consent Period Expiration Date will be held by the Trustee in the Series 20032015-5 3 Collection Account for ratable distribution as described below. Within ten (10) Business Days after the Trustee receives a Waiver Request, the Trustee shall furnish notice thereof to the Series 2003-5 Noteholders and the Surety ProviderAdministrative Agent, which notice shall be accompanied by a form of consent (each a “Consent”) in the form of Exhibit B C hereto by which the Series 20032015-5 3 Noteholders may, on or before the Consent Period Expiration Date, consent to waiver of the applicable Waivable Amount. Upon receipt of notice of a Waiver Request, the Administrative Agent shall forward a copy of such request together with the Consent to each Non-Conduit Purchaser and Funding Agent with respect to its Related Purchaser Group. If the Trustee receives the consent of the Surety Provider and Consents from the Requisite Noteholders agreeing to waiver of the applicable Waivable Amount within forty-five (45) days after the Trustee notifies the Series 2003-5 Noteholders Administrative Agent of a Waiver Request (the day on which such forty-five (45) day period expires, the “Consent Period Expiration Date”), (i) the applicable Waivable Amount shall be deemed waived by the consenting Series 20032015-5 3 Noteholders, (ii) the Trustee will distribute the Designated Amounts as set forth below and (iii) the Trustee shall promptly (but in any event within two days) provide the Rating Agency Agencies, Standard & Poor’s and Mxxxx’x with notice of such waiver. Any Series 2003-5 Noteholder Purchaser Group from whom the Trustee has not received a Consent on or before the Consent Period Expiration Date will be deemed not to have consented to such waiver. If the Trustee receives Consents from the Requisite Noteholders on or before the Consent Period Expiration Date, then on the immediately following Distribution Date, upon receipt of written direction from the Administrator the Trustee will pay the Designated Amounts to the Administrative Agent for the accounts of the non-consenting Purchaser Groups. Upon the receipt of funds from the Trustee pursuant to this Article V, the Administrative Agent shall pay the Designated Amounts as follows: (i) to the each Non-Conduit Purchaser or Funding Agent with respect to a non-consenting Series 2003-5 NoteholdersPurchaser Group, if any, such Purchaser Group’s pro rata share based on the Purchaser Group Invested Amount with respect to such Purchaser Group relative to the Purchaser Group Invested Amount with respect to all non-consenting Purchaser Groups of the Designated Amounts up to the amount required to pay reduce to zero the Purchaser Group Invested Amounts with respect to all Series 2003-5 Notes held by such non-consenting Series 2003-5 Noteholders in fullPurchaser Groups; and (ii) any remaining Designated Amounts to the Series 20032015-5 3 Excess Collection Account. If the amount paid distributed pursuant to clause (i) of the preceding paragraph is not paid in full sufficient to reduce the Purchaser Group Invested Amount with respect to each non-consenting Purchaser Group to zero on the date specified therein, then on each day following such Distribution Date, the Administrator will allocate to the Series 20032015-5 3 Collection Account on a daily basis all Designated Amounts collected on such day. On each following Distribution Date, the Trustee will withdraw a portion of such Designated Amounts from the Series 20032015-5 3 Collection Account and deposit the same in the Series 20032015-5 3 Distribution Account for distribution to the Administrative Agent for the accounts of the non-consenting Purchaser Groups. Upon the receipt of funds from the Trustee pursuant to this Article V, the Administrative Agent shall pay the Designated Amounts as follows: (a) to the each Non-Conduit Purchaser or Funding Agent with respect to a non-consenting Series 2003-5 NoteholdersPurchaser Group, if any, such Purchaser Group’s pro rata an amount equal share based on the Purchaser Group Invested Amount with respect to such Purchaser Group relative to the Purchaser Group Invested Amount with respect to all non-consenting Purchaser Groups of the Designated Amounts in the Series 20032015-5 3 Collection Account as of the applicable Determination Date up to the aggregate outstanding principal balance of amount required to reduce to zero the Series 2003-5 Notes held by the Purchaser Group Invested Amounts with respect to all non-consenting Series 2003-5 NoteholdersPurchaser Groups; and (b) any remaining Designated Amounts to the Series 20032015-5 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.3

RIGHT TO WAIVE PURCHASE RESTRICTIONS. Notwithstanding any provision to the contrary in the Indenture or the Related Documents, upon the Trustee’s 's receipt of notice from any Lessee, any Borrower or AFC-II (i) to the effect that a Manufacturer Program is no longer an Eligible Manufacturer Program and that, as a result, either (a) the Series 20032002-5 2 Maximum Non-Program Vehicle Amount is or will be exceeded or (b) an excess will exist under clause (y) of paragraph (ii) of the definition of Series 2002-2 Required Enhancement Amount or (ii) that the Lessees, the Borrowers and AFC-II have determined to increase any Series 20032002-5 2 Maximum Amount or the percentage set forth in clause (y) of any of paragraphs (iii), (iv), (v), (vi), (vii) or (viii) of the definition of Series 2002-2 Required Enhancement Amount, (such notice, a “Waiver Request”"WAIVER REQUEST"), each Series 20032002-5 2 Noteholder may, at its option, waive the Series 20032002-5 2 Maximum Non-Program Vehicle Amount, any -60- other Series 2002-2 Maximum Amount or any other increase in the Series 20032002-5 Maximum 2 Required Enhancement Amount based upon clause (y) of any of paragraphs (iii), (iv), (v), (vi), (vii) or (viii) of the definition of the Series 2002-2 Required Enhancement Amount (collectively, a “Waivable Amount”"WAIVABLE AMOUNT") if (i) no Amortization Event exists, (ii) the Requisite Noteholders and the Surety Provider consent to such waiver and (iii) sixty (60) 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 20032002-5 2 Excess Collection Account (collectively, the “Designated Amounts”"DESIGNATED AMOUNTS") from the date the Trustee receives a Waiver Request through the Consent Period Expiration Date will be held by the Trustee in the Series 20032002-5 2 Collection Account for ratable distribution as described below. Within ten (10) Business Days after the Trustee receives a Waiver Request, the Trustee shall furnish notice thereof to the Series 2003-5 Noteholders and the Surety ProviderAdministrative Agent, which notice shall be accompanied by a form of consent (each a “Consent”"CONSENT") in the form of Exhibit B EXHIBIT C hereto by which the Series 20032002-5 2 Noteholders may, on or before the Consent Period Expiration Date, consent to waiver of the applicable Waivable Amount. Upon receipt of notice of a Waiver Request, the Administrative Agent shall forward a copy of such request together with the Consent to the Funding Agent with respect to each Purchaser Group. If the Trustee receives the consent of the Surety Provider and Consents from the Requisite Noteholders agreeing to waiver of the applicable Waivable Amount within forty-five (45) days after the Trustee notifies the Series 2003-5 Noteholders Administrative Agent of a Waiver Request (the day on which such forty-five (45) day period expires, the “Consent Period Expiration Date”"CONSENT PERIOD EXPIRATION DATE"), (i) the applicable Waivable Amount shall be deemed waived by the consenting Series 20032002-5 2 Noteholders, (ii) the Trustee will distribute the Designated Amounts as set forth below and (iii) the Trustee shall promptly (but in any event within two days) provide the Rating Agency with notice of such waiver. Any Series 2003-5 Noteholder Purchaser Group from whom the Trustee has not received a Consent on or before the Consent Period Expiration Date will be deemed not to have consented to such waiver. If the Trustee receives Consents from the Requisite Noteholders on or before the Consent Period Expiration Date, then on the immediately following Distribution Date, upon receipt of written direction from the Administrator the Trustee will pay the Designated Amounts to the Administrative Agent for the accounts of the non-consenting Purchaser Groups. Upon the receipt of funds from the Trustee pursuant to this Article V, the Administrative Agent shall pay the Designated Amounts as follows: (i) to the each Funding Agent with respect to a non-consenting Series 2003Purchaser Group, such Purchaser Group's PRO RATA share based on the Purchaser Group Invested Amount with respect to such Purchaser Group relative to the Purchaser Group Invested Amount with respect to all non-5 Noteholders, if any, pro rata consenting Purchaser Groups of the Designated Amounts up to the amount required to pay reduce to zero the Purchaser Group Invested Amounts with respect to all Series 2003-5 Notes held by such non-consenting Series 2003-5 Noteholders in fullPurchaser Groups; and (ii) any remaining Designated Amounts to the Series 20032002-5 2 Excess Collection Account. If the amount paid distributed pursuant to clause (i) of the preceding paragraph is not paid in full sufficient to reduce the Purchaser Group Invested Amount with respect to each non-consenting Purchaser Group to zero on the date specified therein, then on each day following such Distribution Date, the Administrator will allocate to the Series 20032002-5 2 Collection Account on a daily basis all Designated Amounts collected on such day. On each following Distribution Date, the Trustee will withdraw a portion of such Designated Amounts from the Series 20032002-5 2 Collection Account and deposit the same in the Series 20032002-5 2 Distribution Account for distribution to the Administrative Agent for the accounts of the non-consenting Purchaser Groups. Upon the receipt of funds from the Trustee pursuant to this Article V, the Administrative Agent shall pay the Designated Amounts as follows: (a) to the each Funding Agent with respect to a non-consenting Series 2003Purchaser Group, such Purchaser Group's PRO RATA share based on the Purchaser Group Invested Amount with respect to such Purchaser Group relative to the Purchaser Group Invested Amount with respect to all non-5 Noteholders, if any, pro rata an amount equal to consenting Purchaser Groups of the Designated Amounts in the Series 20032002-5 2 Collection Account as of the applicable Determination Date up to the aggregate outstanding principal balance of amount required to reduce to zero the Series 2003-5 Notes held by the Purchaser Group Invested Amounts with respect to all non-consenting Series 2003-5 NoteholdersPurchaser Groups; and (b) any remaining Designated Amounts to the Series 20032002-5 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.2

RIGHT TO WAIVE PURCHASE RESTRICTIONS. Notwithstanding any provision to the contrary in the Indenture or the Related Documents, upon the Trustee’s receipt of notice from any Lessee, any Borrower or AFC-II (i) to the effect that a Manufacturer Program is no longer an Eligible Manufacturer Program and that, as a result, the Series 2003-5 Maximum Non-Program Vehicle Amount is or will be exceeded or (ii) ABRCF that the Lessees, the Borrowers and AFC-II ABRCF have determined to increase any Series 20032009-5 3 Maximum Amount or the percentage set forth in clause (y) of any of paragraphs (ii), (iii), (iv), (v), (vi) or (vii) of the definition of Series 2009-3 Incremental Enhancement Amount, (such notice, a “Waiver Request”), each Series 20032009-5 3 Noteholder may, at its option, waive the any Series 20032009-5 3 Maximum Non-Program Vehicle Amount or any other increase in the Series 20032009-5 Maximum 3 Required Enhancement Amount based upon clause (y) of any of paragraphs (ii), (iii), (iv), (v), (vi) or (vii) of the definition of the Series 2009-3 Incremental Enhancement Amount (collectively, a “Waivable Amount”) if (i) no Amortization Event exists, (ii) the Requisite Noteholders and the Surety Provider consent to such waiver and (iii) sixty (60) 60 days’ prior written notice of such proposed waiver is provided to the Rating Agencies and Standard & Poor’s by the Trustee. Upon receipt by the Trustee of a Waiver Request (a copy of which the Trustee shall promptly provide to the Rating AgenciesAgencies and Standard & Poor’s), all amounts which would otherwise be allocated to the Series 20032009-5 3 Excess Collection Account (collectively, the “Designated Amounts”) from the date the Trustee receives a Waiver Request through the Consent Period Expiration Date will be held by the Trustee in the Series 20032009-5 3 Collection Account for ratable distribution as described below. Within ten (10) Business Days after the Trustee receives a Waiver Request, the Trustee shall furnish notice thereof to the Series 2003-5 Noteholders and the Surety ProviderAdministrative Agent, which notice shall be accompanied by a form of consent (each a “Consent”) in the form of Exhibit B C hereto by which the Series 20032009-5 3 Noteholders may, on or before the Consent Period Expiration Date, consent to waiver of the applicable Waivable Amount. Upon receipt of notice of a Waiver Request, the Administrative Agent shall forward a copy of such request together with the Consent to the Funding Agent with respect to each Purchaser Group. If the Trustee receives the consent of the Surety Provider and Consents from the Requisite Noteholders agreeing to waiver of the applicable Waivable Amount within forty-five (45) days after the Trustee notifies the Series 2003-5 Noteholders Administrative Agent of a Waiver Request (the day on which such forty-five (45) day period expires, the “Consent Period Expiration Date”), (i) the applicable Waivable Amount shall be deemed waived by the consenting Series 20032009-5 3 Noteholders, (ii) the Trustee will distribute the Designated Amounts as set forth below and (iii) the Trustee shall promptly (but in any event within two days) provide the Rating Agency Agencies and Standard & Poor’s with notice of such waiver. Any Series 2003-5 Noteholder Purchaser Group from whom the Trustee has not received a Consent on or before the Consent Period Expiration Date will be deemed not to have consented to such waiver. If the Trustee receives Consents from the Requisite Noteholders on or before the Consent Period Expiration Date, then on the immediately following Distribution Date, upon receipt of written direction from the Administrator the Trustee will pay the Designated Amounts to the Administrative Agent for the accounts of the non-consenting Purchaser Groups. Upon the receipt of funds from the Trustee pursuant to this Article V, the Administrative Agent shall pay the Designated Amounts as follows: (i) to the each Funding Agent with respect to a non-consenting Series 2003-5 NoteholdersPurchaser Group, if any, such Purchaser Group’s pro rata share based on the Purchaser Group Invested Amount with respect to such Purchaser Group relative to the Purchaser Group Invested Amount with respect to all non-consenting Purchaser Groups of the Designated Amounts up to the amount required to pay reduce to zero the Purchaser Group Invested Amounts with respect to all Series 2003-5 Notes held by such non-consenting Series 2003-5 Noteholders in fullPurchaser Groups; and (ii) any remaining Designated Amounts to the Series 20032009-5 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 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.3

RIGHT TO WAIVE PURCHASE RESTRICTIONS. Notwithstanding any provision to the contrary in the Indenture or the Related Documents, upon the Trustee’s receipt of notice from any Lessee, any Borrower or AFC-II (i) to the effect that a Manufacturer Program is no longer an Eligible Manufacturer Program and that, as a result, the Series 2003-5 Maximum Non-Program Vehicle Amount is or will be exceeded or (ii) ABRCF that the Lessees, the Borrowers and AFC-II ABRCF have determined to increase any Series 20032015-5 3 Maximum Amount or the percentage set forth in clause (y) of any of paragraphs (ii), (iii), (iv), (v), (vi) or (vii) of the definition of Series 2015-3 Incremental Enhancement Amount, (such notice, a “Waiver Request”), each Series 20032015-5 3 Noteholder may, at its option, waive the any Series 20032015-5 3 Maximum Non-Program Vehicle Amount or any other increase in the Series 20032015-5 Maximum 3 Required Enhancement Amount based upon clause (y) of any of paragraphs (ii), (iii), (iv), (v), (vi) or (vii) of the definition of the Series 2015-3 Incremental Enhancement Amount (collectively, a “Waivable Amount”) if (i) no Amortization Event exists, (ii) the Requisite Noteholders and the Surety Provider consent to such waiver and (iii) sixty (60) 60 days’ prior written notice of such proposed waiver is provided to the Rating Agencies Agencies, Standard & Poor’s and Xxxxx’x by the Trustee. Upon receipt by the Trustee of a Waiver Request (a copy of which the Trustee shall promptly provide to the Rating Agencies), all amounts which would otherwise be allocated to the Series 20032015-5 3 Excess Collection Account (collectively, the “Designated Amounts”) from the date the Trustee receives a Waiver Request through the Consent Period Expiration Date will be held by the Trustee in the Series 20032015-5 3 Collection Account for ratable distribution as described below. Within ten (10) Business Days after the Trustee receives a Waiver Request, the Trustee shall furnish notice thereof to the Series 2003-5 Noteholders and the Surety ProviderAdministrative Agent, which notice shall be accompanied by a form of consent (each a “Consent”) in the form of Exhibit B C hereto by which the Series 20032015-5 3 Noteholders may, on or before the Consent Period Expiration Date, consent to waiver of the applicable Waivable Amount. Upon receipt of notice of a Waiver Request, the Administrative Agent shall forward a copy of such request together with the Consent to each Non-Conduit Purchaser and Funding Agent with respect to its Related Purchaser Group. If the Trustee receives the consent of the Surety Provider and Consents from the Requisite Noteholders agreeing to waiver of the applicable Waivable Amount within forty-five (45) days after the Trustee notifies the Series 2003-5 Noteholders Administrative Agent of a Waiver Request (the day on which such forty-five (45) day period expires, the “Consent Period Expiration Date”), (i) the applicable Waivable Amount shall be deemed waived by the consenting Series 20032015-5 3 Noteholders, (ii) the Trustee will distribute the Designated Amounts as set forth below and (iii) the Trustee shall promptly (but in any event within two days) provide the Rating Agency Agencies, Standard & Poor’s and Xxxxx’x with notice of such waiver. Any Series 2003-5 Noteholder Purchaser Group from whom the Trustee has not received a Consent on or before the Consent Period Expiration Date will be deemed not to have consented to such waiver. If the Trustee receives Consents from the Requisite Noteholders on or before the Consent Period Expiration Date, then on the immediately following Distribution Date, upon receipt of written direction from the Administrator the Trustee will pay the Designated Amounts to the Administrative Agent for the accounts of the non-consenting Purchaser Groups. Upon the receipt of funds from the Trustee pursuant to this Article V, the Administrative Agent shall pay the Designated Amounts as follows: (i) to the each Non-Conduit Purchaser or Funding Agent with respect to a non-consenting Series 2003-5 NoteholdersPurchaser Group, if any, such Purchaser Group’s pro rata share based on the Purchaser Group Invested Amount with respect to such Purchaser Group relative to the Purchaser Group Invested Amount with respect to all non-consenting Purchaser Groups of the Designated Amounts up to the amount required to pay reduce to zero the Purchaser Group Invested Amounts with respect to all Series 2003-5 Notes held by such non-consenting Series 2003-5 Noteholders in fullPurchaser Groups; and (ii) any remaining Designated Amounts to the Series 20032015-5 3 Excess Collection Account. If the amount paid distributed pursuant to clause (i) of the preceding paragraph is not paid in full sufficient to reduce the Purchaser Group Invested Amount with respect to each non-consenting Purchaser Group to zero on the date specified therein, then on each day following such Distribution Date, the Administrator will allocate to the Series 20032015-5 3 Collection Account on a daily basis all Designated Amounts collected on such day. On each following Distribution Date, the Trustee will withdraw a portion of such Designated Amounts from the Series 20032015-5 3 Collection Account and deposit the same in the Series 20032015-5 3 Distribution Account for distribution to the Administrative Agent for the accounts of the non-consenting Purchaser Groups. Upon the receipt of funds from the Trustee pursuant to this Article V, the Administrative Agent shall pay the Designated Amounts as follows: (a) to the each Non-Conduit Purchaser or Funding Agent with respect to a non-consenting Series 2003-5 NoteholdersPurchaser Group, if any, such Purchaser Group’s pro rata an amount equal share based on the Purchaser Group Invested Amount with respect to such Purchaser Group relative to the Purchaser Group Invested Amount with respect to all non-consenting Purchaser Groups of the Designated Amounts in the Series 20032015-5 3 Collection Account as of the applicable Determination Date up to the aggregate outstanding principal balance of amount required to reduce to zero the Series 2003-5 Notes held by the Purchaser Group Invested Amounts with respect to all non-consenting Series 2003-5 NoteholdersPurchaser Groups; and (b) any remaining Designated Amounts to the Series 20032015-5 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.3

RIGHT TO WAIVE PURCHASE RESTRICTIONS. Notwithstanding any provision to the contrary in the Indenture or the Related Documents, upon the Trustee’s 's receipt of notice from any Lessee, any Borrower or AFC-II (i) to the effect that a Manufacturer Program is no longer an Eligible Manufacturer Program and that, as a result, the Series 2003-5 4 Maximum Non-Program Vehicle Amount is or will be exceeded or (ii) that the Lessees, the Borrowers and AFC-II have determined to increase any Series 2003-5 4 Maximum Amount, (such notice, a “Waiver Request”"WAIVER REQUEST"), each Series 2003-5 4 Noteholder may, at its option, waive the Series 2003-5 4 Maximum Non-Program Vehicle Amount or any other Series 2003-5 4 Maximum Amount (collectively, a “Waivable Amount”"WAIVABLE AMOUNT") if (i) no Amortization Event exists, (ii) the Requisite Noteholders and the Surety Provider consent to such waiver and (iii) sixty (60) 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 4 Excess Collection Account (collectively, the “Designated Amounts”"DESIGNATED AMOUNTS") from the date the Trustee receives a Waiver Request through the Consent Period Expiration Date will be held by the Trustee in the Series 2003-5 4 Collection Account for ratable distribution as described below. Within ten (10) Business Days after the Trustee receives a Waiver Request, the Trustee shall furnish notice thereof to the Series 2003-5 4 Noteholders and the Surety Provider, CONFORMED COPY which notice shall be accompanied by a form of consent (each a “Consent”"CONSENT") in the form of Exhibit EXHIBIT B hereto by which the Series 2003-5 4 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 4 Noteholders of a Waiver Request (the day on which such forty-five (45) day period expires, the “Consent Period Expiration Date”"CONSENT PERIOD EXPIRATION DATE"), (i) the applicable Waivable Amount shall be deemed waived by the consenting Series 2003-5 4 Noteholders, (ii) the Trustee will distribute the Designated Amounts as set forth below and (iii) the Trustee shall promptly (but in any event within two days) provide the Rating Agency with notice of such waiver. Any Series 2003-5 4 Noteholder from whom the Trustee has not received a Consent on or before the Consent Period Expiration Date will be deemed not to have consented to such waiver. If the Trustee receives Consents from the Requisite Noteholders on or before the Consent Period Expiration Date, then on the immediately following Distribution Date, the Trustee will pay the Designated Amounts as follows: (i) to the non-consenting Series 2003-5 4 Noteholders, if any, pro rata PRO RATA up to the amount required to pay all Series 2003-5 4 Notes held by such non-consenting Series 2003-5 4 Noteholders in full; and (ii) any remaining Designated Amounts to the Series 2003-5 4 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 4 Collection Account on a daily basis all Designated Amounts collected on such day. On each following Distribution Date, the Trustee will withdraw a portion of such Designated Amounts from the Series 2003-5 4 Collection Account and deposit the same in the Series 2003-5 4 Distribution Account for distribution as follows: (a) to the non-consenting Series 2003-5 4 Noteholders, if any, pro rata PRO RATA an amount equal to the Designated Amounts in the Series 2003-5 4 Collection Account as of the applicable Determination Date up to the aggregate outstanding principal balance of the Series 2003-5 4 Notes held by the non-consenting Series 2003-5 4 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.4

RIGHT TO WAIVE PURCHASE RESTRICTIONS. Notwithstanding any provision to the contrary in the Indenture or the Related Documents, upon the Trustee’s 's receipt of notice from any Lessee, any Borrower or AFC-II (i) to the effect that a Manufacturer Program is no longer an Eligible Manufacturer Program and that, as a result, either (a) the Series 20032002-5 2 Maximum Non-Program Vehicle Amount is or will be exceeded or (b) an excess will exist under clause (y) of paragraph (ii) of the definition of Series 2002-2 Required Enhancement Amount or (ii) that the Lessees, the Borrowers and AFC-II have determined to increase any Series 20032002-5 2 Maximum Amount or the percentage set forth in clause (y) of any of paragraphs (iii), (iv), (v), (vi), (vii) or (viii) of the definition of Series 2002-2 Required Enhancement Amount, (such notice, a “Waiver Request”"WAIVER REQUEST"), each Series 20032002-5 2 Noteholder may, at its option, waive the Series 20032002-5 2 Maximum Non-Program Vehicle Amount, any other Series 2002-2 Maximum Amount or any other increase in the Series 20032002-5 Maximum 2 Required Enhancement Amount based upon clause (y) of any of paragraphs (iii), (iv), (v), (vi), (vii) or (viii) of the definition of the Series 2002-2 Required Enhancement Amount (collectively, a “Waivable Amount”"WAIVABLE AMOUNT") if (i) no Amortization Event exists, (ii) the Requisite Noteholders and the Surety Provider consent to such waiver and (iii) sixty (60) 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 20032002-5 2 Excess Collection Account (collectively, the “Designated Amounts”"DESIGNATED AMOUNTS") from the date the Trustee receives a Waiver Request through the Consent Period Expiration Date will be held by the Trustee in the Series 20032002-5 2 Collection Account for ratable distribution as described below. -61- 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 ProviderAdministrative Agent, which notice shall be accompanied by a form of consent (each a “Consent”"CONSENT") in the form of Exhibit B EXHIBIT C hereto by which the Series 20032002-5 2 Noteholders may, on or before the Consent Period Expiration Date, consent to waiver of the applicable Waivable Amount. Upon receipt of notice of a Waiver Request, the Administrative Agent shall forward a copy of such request together with the Consent to the Funding Agent with respect to each Purchaser Group. If the Trustee receives the consent of the Surety Provider and Consents from the Requisite Noteholders agreeing to waiver of the applicable Waivable Amount within forty-five (45) days after the Trustee notifies the Series 2003-5 Noteholders Administrative Agent of a Waiver Request (the day on which such forty-five (45) day period expires, the “Consent Period Expiration Date”"CONSENT PERIOD EXPIRATION DATE"), (i) the applicable Waivable Amount shall be deemed waived by the consenting Series 20032002-5 2 Noteholders, (ii) the Trustee will distribute the Designated Amounts as set forth below and (iii) the Trustee shall promptly (but in any event within two days) provide the Rating Agency with notice of such waiver. Any Series 2003-5 Noteholder Purchaser Group from whom the Trustee has not received a Consent on or before the Consent Period Expiration Date will be deemed not to have consented to such waiver. If the Trustee receives Consents from the Requisite Noteholders on or before the Consent Period Expiration Date, then on the immediately following Distribution Date, upon receipt of written direction from the Administrator the Trustee will pay the Designated Amounts to the Administrative Agent for the accounts of the non-consenting Purchaser Groups. Upon the receipt of funds from the Trustee pursuant to this Article V, the Administrative Agent shall pay the Designated Amounts as follows: (i) to the each Funding Agent with respect to a non-consenting Series 2003Purchaser Group, such Purchaser Group's PRO RATA share based on the Purchaser Group Invested Amount with respect to such Purchaser Group relative to the Purchaser Group Invested Amount with respect to all non-5 Noteholders, if any, pro rata consenting Purchaser Groups of the Designated Amounts up to the amount required to pay reduce to zero the Purchaser Group Invested Amounts with respect to all Series 2003-5 Notes held by such non-consenting Series 2003-5 Noteholders in fullPurchaser Groups; and (ii) any remaining Designated Amounts to the Series 20032002-5 2 Excess Collection Account. If the amount paid distributed pursuant to clause (i) of the preceding paragraph is not paid in full sufficient to reduce the Purchaser Group Invested Amount with respect to each non-consenting Purchaser Group to zero on the date specified therein, then on each day following such Distribution Date, the Administrator will allocate to the Series 20032002-5 2 Collection Account on a daily basis all Designated Amounts collected on such day. On each following Distribution Date, the Trustee will withdraw a portion of such Designated Amounts from the Series 20032002-5 2 Collection Account and deposit the same in the Series 20032002-5 2 Distribution Account for distribution to the Administrative Agent for the accounts of the non-consenting Purchaser Groups. Upon the receipt of funds from the Trustee pursuant to this Article V, the Administrative Agent shall pay the Designated Amounts as follows: (a) to the each Funding Agent with respect to a non-consenting Series 2003Purchaser Group, such Purchaser Group's PRO RATA share based on the Purchaser Group Invested Amount -62- with respect to such Purchaser Group relative to the Purchaser Group Invested Amount with respect to all non-5 Noteholders, if any, pro rata an amount equal to consenting Purchaser Groups of the Designated Amounts in the Series 20032002-5 2 Collection Account as of the applicable Determination Date up to the aggregate outstanding principal balance of amount required to reduce to zero the Series 2003-5 Notes held by the Purchaser Group Invested Amounts with respect to all non-consenting Series 2003-5 NoteholdersPurchaser Groups; and (b) any remaining Designated Amounts to the Series 20032002-5 2 Excess Collection Account. If the Requisite Noteholders or the Surety Provider do not timely consent to such waiver, the Designated Amounts will be re-allocated to the Series 20032002-5 2 Excess Collection Account for allocation and distribution in accordance with the terms of the Indenture and the Related Documents. In the event that the Series 20032002-5 Rapid 2 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 20032002-5 2 Noteholders.

RIGHT TO WAIVE PURCHASE RESTRICTIONS. Notwithstanding any provision to the contrary in the Indenture or the Group IV Related Documents, upon the Trustee’s 's receipt of notice from any Group IV Lessee, any Borrower Leasing Company or AFC-ARG II (i) to the effect that a Group IV Manufacturer Program is no longer an a Series 2002-2 Eligible Manufacturer Program and that, as a result, the Series 20032002-5 2 Maximum Non-Program Vehicle Amount and/or the Series 2002-2 Maximum Non-Eligible Manufacturer Amount is or will be exceeded or (ii) that the Lessees, the Borrowers and AFC-ARG II have has determined to increase any Series 20032002-5 2 Maximum Amount, (such notice, a “Waiver Request”"WAIVER REQUEST"), each Series 2003-5 Noteholder may, at its option, waive the Series 20032002-5 2 Noteholders holding more than 662/3% of the Invested Amount with respect to each Class of Series 2002-2 Notes may elect to waive and/or agree to increase the Series 2002-2 Maximum Non-Program Vehicle Amount, the Series 2002-2 Maximum Non-Eligible Manufacturer Amount or any other Series 20032002-5 2 Maximum Amount (collectivelyAmount, a “Waivable Amount”) if (i) no Amortization Event exists, (ii) more than 662/3% of the Requisite Noteholders and the Surety Provider Invested Amount with respect to each Class of Series 2002-2 Notes consent to such waiver and (iii) sixty (60) 60 days’ prior ' 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 20032002-5 2 Excess Collection Account (collectively, the “Designated Amounts”"DESIGNATED AMOUNTS") from the date the Trustee receives a Waiver Request through the Consent Period Expiration Date will be held by the Trustee in the Series 20032002-5 2 Collection Account for ratable distribution as described below. Within ten (10) Business Days after the Trustee receives a Waiver Request, the Trustee shall furnish notice thereof to the Series 20032002-5 Noteholders and the Surety Provider2 Noteholders, which notice shall be accompanied by a form of consent (each a “Consent”"CONSENT") in the form of Exhibit B hereto EXHIBIT J to this Series Supplement by which the Series 20032002-5 2 Noteholders may, on or before the Consent Period Expiration Date, consent to waiver and/or increase of the applicable Waivable Series 2002-2 Maximum Amount. If the Trustee receives the consent Consents from more than 662/3% of the Surety Provider and Consents from the Requisite Noteholders Invested Amount with respect to each Class of Series 2002-2 Notes agreeing to waiver and/or increase of the applicable Waivable Series 2002-2 Maximum Amount within forty-five (45) days after the Trustee notifies the Series 20032002-5 2 Noteholders of a Waiver Request (the day on which such forty-five (45) day period expires, the “Consent Period Expiration Date”"CONSENT PERIOD EXPIRATION DATE"), (i) effective as of the first Distribution Date on which all non-consenting Series 2002-2 Noteholders shall have received payment in full of all of the outstanding principal amount of their Series 2002-2 Notes plus accrued and unpaid interest thereon, the applicable Waivable Series 2002-2 Maximum Amount shall be deemed waived and/or increased by the consenting Series 20032002-5 2 Noteholders, (ii) the Trustee will distribute the Designated Amounts as set forth below and (iii) the Trustee shall promptly (but in any event within two days) provide the Rating Agency with notice of such waiver. Any Series 20032002-5 2 Noteholder from whom the Trustee has not received a Consent on or before the Consent Period Expiration Date will be deemed not to have consented to such waiver. If the Trustee receives Consents from more than 662/3% of the Requisite Noteholders Invested Amount with respect to each Class of Series 2002-2 Notes 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 Class A Noteholders, if any, pro rata PRO RATA up to the amount required to pay all Series 20032002-5 2 Notes held by such non-consenting Series 2003-5 Class A Noteholders in full, to the non-consenting Class B Noteholders, if any, PRO RATA up to the amount required to pay all Series 2002-2 Notes held by such non-consenting Class B Noteholders in full, to the non-consenting Class C Noteholders, if any, PRO RATA up to the amount required to pay all Series 2002-2 Notes held by such non-consenting Class C Noteholders in full, to the non-consenting Class D Noteholders, if any, PRO RATA up to the amount required to pay all Series 2002-2 Notes held by such non-consenting Class D Noteholders in full, in each case without any Prepayment Premium; and (ii) any remaining Designated Amounts to the Series 20032002-5 2 Excess Collection Account. If the amount to be 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 Servicer will allocate to the Series 20032002-5 2 Collection Account on a daily basis all Designated Amounts collected on such day. On each following Distribution Date, the Trustee will withdraw a portion of such Designated Amounts from the Series 20032002-5 2 Collection Account and deposit the same in the Series 20032002-5 2 Distribution Account for distribution as follows: (a) to the non-consenting Series 2003-5 Class A Noteholders, if any, pro rata PRO RATA an amount equal to the Designated Amounts in the Series 20032002-5 2 Collection Account as of the applicable Determination Date up to the aggregate outstanding principal balance amount of the Series 20032002-5 2 Notes held by the non-consenting Class A Noteholders, to the non-consenting Class B Noteholders, if any, PRO RATA an amount equal to the Designated Amounts in the Series 20032002-5 2 Collection Account as of the applicable Determination Date up to the aggregate outstanding principal amount of the Series 2002-2 Notes held by the non-consenting Class B Noteholders, to the non-consenting Class C Noteholders, if any, PRO RATA an amount equal to the Designated Amounts in the Series 2002-2 Collection Account as of the applicable Determination Date up to the aggregate outstanding principal amount of the Series 2002-2 Notes held by the non-consenting Class C Noteholders, to the non-consenting Class D Noteholders, if any, PRO RATA an amount equal to the Designated Amounts in the Series 2002-2 Collection Account as of the applicable Determination Date up to the aggregate outstanding principal amount of the Series 2002-2 Notes held by the non-consenting Class D Noteholders, in each case without any Prepayment Premium; and (b) any remaining Designated Amounts after distribution of the amounts set forth in CLAUSE (A), above to the Series 20032002-5 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.2

RIGHT TO WAIVE PURCHASE RESTRICTIONS. Notwithstanding any provision to the contrary in the Indenture or the Related Documents, upon the Trustee’s 's receipt of notice from any Lessee, any Borrower or AFC-II (i) to the effect that a Manufacturer Program is no longer an Eligible Manufacturer Program and that, as a result, the Series 20031998-5 1 Maximum Non-Program Vehicle Amount is or will be exceeded or (ii) that the Lessees, the Borrowers and AFC-II have determined to increase any Series 20031998-5 1 Maximum Amount, (such notice, a “"Waiver Request”"), each Series 20031998-5 1 Noteholder may, at its option, waive the Series 20031998-5 1 Maximum Non-Program Vehicle Amount or any other Series 20031998-5 1 Maximum Amount (collectively, a “Waivable Amount”) if (i) no Amortization Event exists, (ii) the Requisite Noteholders and the Surety Provider consent to such waiver and (iii) sixty (60) 60 days’ prior ' 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 20031998-5 1 Excess Collection Account (collectively, the “"Designated Amounts”") from the date the Trustee receives a Waiver Request through the Consent Period Expiration Date will be held by the Trustee in the Series 20031998-5 1 Collection Account for ratable distribution as described below. Within ten (10) Business Days after the Trustee receives a Waiver Request, the Trustee shall furnish notice thereof to the Series 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 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.