Common use of Principal of the Clause in Contracts

Principal of the. Class A-1 Notes will be payable on each Payment Date specified in and in the amounts described in the Indenture. "Payment Date" means the 25th day of each month, or, if any such date is not a Business Day, the next succeeding Business Day, commencing ______________, 199_. As described above, the entire unpaid principal amount of this Class A-1 Note shall be due and payable on the Series 1995-1 Termination Date. Notwithstanding the foregoing, if an Amortization Event, Liquidation Event of Default, Waiver Event or Series 1995-1 Limited Liquidation Event of Default shall have occurred and be continuing then, in certain circumstances, principal on the Class A-1 Notes may be paid earlier, as described in the Indenture. All principal payments on the Class A-1 Notes shall be made pro rata to the Noteholders entitled thereto. Payments of interest on this Class A-1 Note due and payable on each Payment Date, together with the installment of principal then due, if any, to the extent not in full payment of this Class A-1 Note, shall be made by check mailed first class to the Person whose name appears as the Holder of record of this Class A-1 Note (or one or more predecessor Class A-1 Notes) on the Note Register as of the close of business on each Record Date, except that with respect to Class A-1 Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payments will be made by wire transfer in immediately available funds to the account designated by such nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Record Date without requiring that this Class A-1 Note be submitted for notation of payment. Any reduction in the principal amount of this Class A-1 Note (or any one or more predecessor Class A-1 Notes) effected by any payments made on any Payment Date shall be binding upon all future Holders of this Class A-1 Note and of any Class A-1 Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon or thereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Class A-1 Note on a Payment Date, then the Trustee, in the name of and on behalf of the Company, will notify the Person who was the registered Holder hereof as of the Record Date preceding such Payment Date by notice mailed within five (5) days of such Payment Date and the amount then due and payable shall be payable only upon presentation and surrender of this Class A-1 Note at the Trustee's principal Corporate Trust Office. The Company shall pay interest on overdue installments of interest at the Class A-1 Rate to the extent lawful. As provided in the Indenture, the Class A-1 Notes may be redeemed, in whole, but not in part, at the option of the Company, on any Payment Date. A Series 1995-1 Note Prepayment Premium will be payable to holders of the Class A-1 Notes if the Company repurchases any Class A-1 Notes prior to the date on which the Aggregate Principal Balance of the Class A-1 Notes is less than $__________. As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Class A-1 Note may be registered on the Note Register upon surrender of this Class A-1 Note for registration of transfer at the office or agency designated by the Company pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Trustee duly executed by, the Holder hereof or its attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in The City of New York or the city in which the Corporate Trust Office is located, or a member firm of a national securities exchange, and such certificates and other documents as are required pursuant to the Indenture and as the Trustee may reasonably require, and thereupon one or more new Class A-1 Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Class A-1 Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange. Each Noteholder or Note Owner, by acceptance of a Class A-1 Note or, in the case of a Note Owner, a beneficial interest in a Class A-1 Note covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Company, the Servicer or the Trustee on the Class A-1 Notes or under the Indenture or any certificate or other writing delivered in connection therewith, against (i) the Trustee or the Servicer in its individual capacity, (ii) any owner of a beneficial interest in the Company or (iii) any partner, owner, beneficiary, agent, officer, director or employee of the Trustee or the Servicer in its individual capacity, any holder of a beneficial interest in the Company, the Servicer or the Trustee or of any successor or assign of the Trustee or the Servicer in its individual capacity, except (a) as any such Person may have expressly agreed and (b) any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Company for any and all liabilities, obligations and undertakings contained in the Indenture or in this Class A-1 Note, subject to Section 12.17 of the Base Indenture. Each Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note covenants and agrees that by accepting the benefits of the Indenture that such Noteholder will not for a period of one year and one day following payment in full of all Notes institute against the Company, or join in any institution against the Company of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under any United States Federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture or the Related Documents. Prior to the due presentment for registration of transfer of this Class A-1 Note, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Class A-1 Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Class A-1 Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. It is the intent of the Company and the Noteholders that, for Federal, state and local income and franchise tax purposes only, the Class A-1 Notes will evidence indebtedness of the Company secured by the Class A Collateral. The Noteholders, by the acceptance of this Class A-1 Note, agree to treat this Class A-1 Note for Federal, state and local income and franchise tax purposes as indebtedness of the Company. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Series 1995-1 Notes under the Indenture at any time by the Company with the consent of the Holders of Series 1995-1 Notes representing more than 50% in principal amount of the Outstanding Series 1995-1 Notes which are affected by such amendment or modification. The Indenture also contains provisions permitting the Holders of Series 1995-1 Notes representing specified percentages of the Outstanding Series 1995-1 Notes, on behalf of the Holders of all the Series 1995-1 Notes, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Class A-1 Note (or any one of more predecessor Class A-1 Notes) shall be conclusive and binding upon such Holder and upon all future Holders of this Class A-1 Note and of any Class A-1 Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Class A-1 Note. The Indenture also permits the Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Series 1995-1 Notes issued thereunder.

Principal of the. Class A-1 Notes will be payable on each Payment Distribution Date specified in and in the amounts described in the Indenture. "Payment Distribution Date" means the 25th 20th day of each month, or, if any such date is not a Business Day, the next succeeding Business Day, commencing ______________August 20, 199_1997. Commencing on the Distribution Date following the second Determination Date during the Class A-1 Controlled Amortization Period or the first Determination Date after the commencement of the Series 1997-1 Rapid Amortization Period, payments with respect to principal will be made on the Class A-1 Notes. As described above, the entire unpaid principal amount of this Class A-1 Note shall be due and payable on the Series 1995-1 Termination Class A-1 Final Distribution Date. Notwithstanding the foregoing, if an Amortization Event, Liquidation Event of Default, Waiver Event or Series 19951997-1 Limited Liquidation Event of Default shall have occurred and be continuing then, in certain circumstances, principal on the Class A-1 Notes may be paid earlier, as described in the Indenture. All principal payments on the Class A-1 Notes shall be made pro rata to the Noteholders entitled thereto. Payments of interest on this Class A-1 Note due and payable on each Payment Distribution Date, together with the installment of principal then due, if any, to the extent not in full payment of this Class A-1 Note, shall be made by check mailed first class wire transfer for credit to the Person whose name appears as account designated by the Holder of record of this Class A-1 Note (or one or more -more predecessor Class A-1 Notes) on the Note Register as of the close of business on each Record Date, except that with respect to Class A-1 Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payments will be made by wire transfer in immediately available funds to the account designated by such nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Record Date without requiring that this Class A-1 Note be submitted for notation of payment. Any reduction in the principal amount of this Class A-1 Note (or any one or more predecessor Class A-1 Notes) effected by any payments made on any Payment Distribution Date shall be binding upon all future Holders of this Class A-1 Note and of any Class A-1 Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon or thereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Class A-1 Note on a Payment Date, then the Trustee, in the name of and on behalf of the Company, will notify the Person who was the registered Holder hereof as of the Record Date preceding such Payment Date by notice mailed within five (5) days of such Payment Date and the amount then due and payable shall be payable only upon presentation and surrender of this Class A-1 Note at the Trustee's principal Corporate Trust Office. The Company shall pay interest on overdue installments of interest at the Class A-1 Note Rate to the extent lawful. As provided in the Indenture, the Class A-1 Notes may be redeemed, in whole, but not in part, at the option of the Company, Company on any Payment DateDistribution Date if on such Distribution Date the Class A-1 Invested Amount is less than or equal to 100-. A Series 1995-1 Note Prepayment Premium will be payable to holders of the Class A-1 Initial Invested Amount. The purchase price for such repurchase of the Class A-1 Notes if shall equal the Company repurchases any aggregate outstanding principal balance of such Class A-1 Notes prior (determined after giving effect to the date any payment of principal and interest on which the Aggregate Principal Balance of the such Distribution Date), plus accrued and unpaid interest on such outstanding Class A-1 Notes is less than $__________Invested Amount. As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Class A-1 Note may be registered on the Note Register upon surrender of this Class A-1 Note for registration of transfer at the office or agency designated by the Company pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Trustee duly executed by, the Holder hereof or its his attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, an "Eligible Guarantor Institution" (as defined in The City of New York or Rule 17Ad-15 under the city in which the Corporate Trust Office is located, or a member firm of a national securities exchangeExchange Act), and such certificates and other documents as are required pursuant to the Indenture and as the Trustee may reasonably require, and thereupon one or more new Class A-1 Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Class A-1 Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange. Each Noteholder or Note Owner, Owner by acceptance of a Class A-1 Note or, in the case of a Note Owner, a beneficial interest in a Class A-1 Note Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Company, the Servicer AESOP Leasing, AESOP Leasing II, ARAC or the Trustee on the Class A-1 Notes or under the Indenture or any certificate or other writing delivered in connection therewith, against (i) the Trustee Trustee, AESOP Leasing, AESOP Leasing II or the Servicer ARAC in its individual capacity, (ii) any owner of a beneficial interest in the Company or (iii) any partner, owner, beneficiary, agent, officer, director or employee of the Trustee Trustee, AESOP Leasing, AESOP Leasing II or the Servicer ARAC in its individual capacity, any holder of a beneficial interest in the Company, the Servicer AESOP Leasing, AESOP Leasing II, ARAC or the Trustee or of any successor or assign of the Trustee Trustee, AESOP Leasing, AESOP Leasing II or the Servicer ARAC in its individual capacity, except (a) as any such Person may have expressly agreed and (b) any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Company for any and all liabilities, obligations and undertakings contained in the Indenture or in this Class A-1 Note, subject to Section 12.17 13.18 of the Base Indenture. Each Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note Note, covenants and agrees that by accepting the benefits of the Indenture that such Noteholder will not for a period of one year and one day following payment .payment in full of all Notes institute against the Company, or join in any institution against the Company of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under any United States Federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture or the Related Documents. Prior to the due presentment for registration of transfer of this Class A-1 Note, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Class A-1 Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Class A-1 Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. It is the intent of the Company and the Noteholders that, for Federal, state and local income and franchise tax purposes only, the Class A-1 Notes will evidence indebtedness of the Company secured by the Class A Collateral. The Noteholders, by the acceptance of this Class A-1 Note, agree to treat this Class A-1 Note for Federal, state and local income and franchise tax purposes as indebtedness of the Company. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Series 1995-1 Notes under the Indenture at any time by the Company with the consent of the Holders of Series 1995-1 Notes representing more than 50% in principal amount of the Outstanding Series 1995-1 Notes which are affected by such amendment or modification. The Indenture also contains provisions permitting the Holders of Series 1995-1 Notes representing specified percentages of the Outstanding Series 1995-1 Notes, on behalf of the Holders of all the Series 1995-1 Notes, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Class A-1 Note (or any one of more predecessor Class A-1 Notes) shall be conclusive and binding upon such Holder and upon all future Holders of this Class A-1 Note and of any Class A-1 Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Class A-1 Note. The Indenture also permits the Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Series 1995-1 Notes issued thereunder.

Principal of the. Class A-1 Notes will be payable on each Payment Distribution Date specified in and in the amounts described in the Indenture. "Payment Distribution Date" means the 25th 20th day of each month, or, if any such date is not a Business Day, the next succeeding Business Day, commencing ______________August 20, 199_1997. Commencing on the Distribution Date following the second Determination Date during the Class A-1 Controlled Amortization Period or the first Determination Date after the commencement of the Series 1997-1 Rapid Amortization Period, payments with respect to principal will be made on the Class A-1 Notes. As described above, the entire unpaid principal amount of this Class A-1 Note shall be due and payable on the Series 1995-1 Termination Class A-1 Final Distribution Date. Notwithstanding the foregoing, if an Amortization Event, Liquidation Event of Default, Waiver Event or Series 19951997-1 Limited Liquidation Event of Default shall have occurred and be continuing then, in certain circumstances, principal on the Class A-1 Notes may be paid earlier, as described in the Indenture. All principal payments on the Class A-1 Notes shall be made pro rata to the Noteholders entitled thereto. Payments of interest on this Class A-1 Note due and payable on each Payment Distribution Date, together with the installment of principal then due, if any, to the extent not in full payment of this Class A-1 Note, shall be made by check mailed first class wire transfer for credit to the Person whose name appears as account designated by the Holder of record of this Class A-1 A-l Note (or one or more predecessor Class A-1 Notes) on the Note Register as of the close of business on each Record Date, except that with respect to Class A-1 Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payments will be made by wire transfer in immediately available funds to the account designated by such nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Record Date without requiring that this Class A-1 Note be submitted for notation of payment. Any reduction in the principal amount of this Class A-1 Note (or any one or more predecessor Class A-1 Notes) effected by any payments made on any Payment Distribution Date shall be binding upon all future Holders of this Class A-1 Note and of any Class A-1 Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon or thereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Class A-1 Note on a Payment Date, then the Trustee, in the name of and on behalf of the Company, will notify the Person who was the registered Holder hereof as of the Record Date preceding such Payment Date by notice mailed within five (5) days of such Payment Date and the amount then due and payable shall be payable only upon presentation and surrender of this Class A-1 Note at the Trustee's principal Corporate Trust Office. The Company shall pay interest on overdue installments of interest at the Class A-1 Note Rate to the extent lawful. As provided in the Indenture, the Class A-1 Notes may be redeemed, in whole, but not in part, at the option of the Company, Company on any Payment DateDistribution Date if on such Distribution Date the Class A-1 Invested Amount is less than or equal to 10% of the Class A-1 Initial Invested Amount. A Series 1995-1 Note Prepayment Premium will be payable to holders The purchase price for such repurchase of the Class A-1 Notes if shall equal the Company repurchases any aggregate outstanding principal balance of such Class A-1 Notes prior (determined after giving effect to the date any payment of principal and interest on which the Aggregate Principal Balance of the such Distribution Date), plus accrued and unpaid interest on such outstanding Class A-1 Notes is less than $__________Invested Amount. As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Class A-1 Note may be registered on the Note Register upon surrender of this Class A-1 Note for registration of transfer at the office or agency designated by the Company pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Trustee duly executed by, the Holder hereof or its his attorney duly authorized in it writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, an "Eligible Guarantor Institution" (as defined in The City of New York or Rule 17Ad-15 under the city in which the Corporate Trust Office is located, or a member firm of a national securities exchangeExchange Act), and such certificates and other documents as are required pursuant to the Indenture and as the Trustee may reasonably require, and thereupon one or more new Class A-1 Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee -transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Class A-1 Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange. Each Noteholder or Note Owner, Owner by acceptance of a Class A-1 Note or, in the case of a Note Owner, a beneficial interest in a Class A-1 Note Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Company, the Servicer AESOP Leasing, AESOP Leasing II, ARAC or the Trustee on the Class A-1 Notes or under the Indenture or any certificate or other writing delivered in connection therewith, against (iU) the Trustee Trustee, AESOP Leasing, AESOP Leasing II or the Servicer ARAC in its individual capacity, (ii) any owner of a beneficial interest in the Company or (iii) any partner, owner, beneficiary, agent, officer, director or employee of the Trustee Trustee, AESOP Leasing, AESOP Leasing II or the Servicer ARAC in its individual capacity, any holder of a beneficial interest in the Company, the Servicer AESOP Leasing, AESOP Leasing II, ARAC or the Trustee or of any successor or assign of the Trustee Trustee, AESOP Leasing, AESOP Leasing II or the Servicer ARAC in its individual capacity, except (a) as any such Person may have expressly agreed and (b) any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Company for any and all liabilities, obligations and undertakings contained in the Indenture or in this Class A-1 Note, subject to Section 12.17 13.18 of the Base Indenture. Each Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note Note, covenants and agrees that by accepting the benefits of the Indenture that such Noteholder will not for a period of one year and one day following payment in full of all Notes institute against the Company, or join in any institution against the Company of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under any United States Federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture or the Related Documents. Prior to the due presentment for registration of transfer of this Class A-1 Note, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Class A-1 Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Class A-1 Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. It is the intent of the Company and the Noteholders that, for Federal, state and local income and franchise tax purposes only, the Class A-1 Notes will evidence indebtedness of the Company secured by the Class A Collateral. The Noteholders, by the acceptance of this Class A-1 Note, agree to treat this Class A-1 Note for Federal, state and local income and franchise tax purposes as indebtedness of the Company. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Series 1995-1 Notes under the Indenture at any time by the Company with the consent of the Holders of Series 1995-1 Notes representing more than 50% in principal amount of the Outstanding Series 1995-1 Notes which are affected by such amendment or modification. The Indenture also contains provisions permitting the Holders of Series 1995-1 Notes representing specified percentages of the Outstanding Series 1995-1 Notes, on behalf of the Holders of all the Series 1995-1 Notes, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Class A-1 Note (or any one of more predecessor Class A-1 Notes) shall be conclusive and binding upon such Holder and upon all future Holders of this Class A-1 Note and of any Class A-1 Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Class A-1 Note. The Indenture also permits the Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Series 1995-1 Notes issued thereunder.

Principal of the. Class A-1 Notes will be payable on each Payment Distribution Date specified in and in the amounts described in the Indenture. "Payment Distribution Date" means the 25th 20th day of each month, or, if any such date is not a Business Day, the next succeeding Business Day, commencing ______________August 20, 199_1997. Commencing on the Distribution Date following the second Determination Date during the Class A-1 Controlled Amortization Period or the first Determination Date after the commencement of the Series 1997-1 Rapid Amortization Period, payments with respect to principal will be made on the Class A-1 Notes. As described above, the entire unpaid principal amount of this Class A-1 Note shall be due and payable on the Series 1995-1 Termination Class A-1 Final Distribution Date. Notwithstanding the foregoing, if an Amortization Event, Liquidation Event of Default, Waiver Event or Series 19951997-1 Limited Liquidation Event of Default shall have occurred and be continuing then, in certain circumstances, principal on the Class A-1 Notes may be paid earlier, as described in the Indenture. All principal payments on the Class A-1 Notes shall be made pro rata to the Noteholders entitled thereto. Payments of interest on this Class A-1 Note due and payable on each Payment Distribution Date, together with the installment of principal then due, if any, to the extent not in full payment of this Class A-1 Note, shall be made by check mailed first class wire transfer for credit to the Person whose name appears as account designated by the Holder of record of this Class A-1 Note (or one or more predecessor Class A-1 Notes) on the Note Register as of the close of business on each Record Date, except that with respect to Class A-1 Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payments will be made by wire transfer in immediately available funds to the account designated by such nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Record Date without requiring that this Class A-1 Note be submitted for notation of payment. Any reduction in the principal amount of this Class A-1 Note (or any one or more predecessor Class A-1 Notes) effected by any payments made on any Payment Distribution Date shall be binding upon all future Holders of this Class A-1 Note and of any Class A-1 Note issued upon the registration of transfer hereof or in exchange hereof or or-in lieu hereof, whether or not noted hereon or thereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Class A-1 Note on a Payment Date, then the Trustee, in the name of and on behalf of the Company, will notify the Person who was the registered Holder hereof as of the Record Date preceding such Payment Date by notice mailed within five (5) days of such Payment Date and the amount then due and payable shall be payable only upon presentation and surrender of this Class A-1 Note at the Trustee's principal Corporate Trust Office. The Company shall pay interest on overdue installments of interest at the Class A-1 Note Rate to the extent lawful. As provided in the Indenture, the Class A-1 Notes may be redeemed, in whole, but not in part, at the option of the Company, Company on any Payment DateDistribution Date if on such Distribution Date the Class A-1 Invested Amount is less than or equal to 10-15 of the Class A-1 Initial Invested Amount. A Series 1995-1 Note Prepayment Premium will be payable to holders The purchase price for such repurchase of the Class A-1 Notes if shall equal the Company repurchases any aggregate outstanding principal balance of such Class A-1 Notes prior (determined after giving effect to the date any payment of principal and interest on which the Aggregate Principal Balance of the such Distribution Date), plus accrued and unpaid interest on such outstanding Class A-1 Notes is less than $__________Invested Amount. As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Class A-1 Note may be registered on the Note Register upon surrender of this Class A-1 Note for registration of transfer at the office or agency designated by the Company pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Trustee duly executed by, the Holder hereof or its his attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, an "Eligible Guarantor Institution" (as defined in The City of New York or Rule 17Ad-15 under the city in which the Corporate Trust Office is located, or a member firm of a national securities exchangeExchange Act), and such certificates and other documents as are required pursuant to the Indenture and as the Trustee may reasonably require, and thereupon one or more new Class A-1 Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Class A-1 Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange. Each Noteholder or Note Owner, Owner by acceptance of a Class A-1 Note or, in the case of a Note Owner, a beneficial interest in a Class A-1 Note Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Company, the Servicer AESOP Leasing, AESOP Leasing II, ARAC or the Trustee on the Class A-1 Notes or under the Indenture or any certificate or other writing delivered in connection therewith, against (i) the Trustee Trustee, AESOP Leasing, AESOP Leasing II or the Servicer ARAC in its individual capacity, (ii) any owner of a beneficial interest in the Company or (iii) any partner, owner, beneficiary, agent, officer, director or employee of the Trustee Trustee, AESOP Leasing, AESOP Leasing II or the Servicer ARAC in its individual capacity, any holder of a beneficial interest in the Company, the Servicer AESOP Leasing, AESOP Leasing II, ARAC or the Trustee or of any successor or assign of the Trustee Trustee, AESOP Leasing, AESOP Leasing II or the Servicer ARAC in its individual capacity, except (a) as any such Person may have expressly agreed and (b) any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Company for any and all liabilities, obligations and undertakings contained in the Indenture or in this Class A-1 Note, subject to Section 12.17 13.18 of the Base Indenture. Each Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note Note, covenants and agrees that by accepting the benefits of the Indenture that such Noteholder will not for a period of one year and one day following payment in full of all Notes institute against the Company, or join in any institution against the Company of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under any United States Federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture or the Related Documents. Prior to the due presentment for registration of transfer of this Class A-1 Note, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Class A-1 Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Class A-1 Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. It is the intent of the Company and the Noteholders that, for Federal, state and local income and franchise tax purposes only, the Class A-1 Notes will evidence indebtedness of the Company secured by the Class A Collateral. The Noteholders, by the acceptance of this Class A-1 Note, agree to treat this Class A-1 Note for Federal, state and local income and franchise tax purposes as indebtedness of the Company. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Series 1995-1 Notes under the Indenture at any time by the Company with the consent of the Holders of Series 1995-1 Notes representing more than 50% in principal amount of the Outstanding Series 1995-1 Notes which are affected by such amendment or modification. The Indenture also contains provisions permitting the Holders of Series 1995-1 Notes representing specified percentages of the Outstanding Series 1995-1 Notes, on behalf of the Holders of all the Series 1995-1 Notes, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Class A-1 Note (or any one of more predecessor Class A-1 Notes) shall be conclusive and binding upon such Holder and upon all future Holders of this Class A-1 Note and of any Class A-1 Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Class A-1 Note. The Indenture also permits the Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Series 1995-1 Notes issued thereunder.

Principal of the. Class A-1 Notes will be payable on each Payment Date specified in and in the amounts described in the Indenture. "Payment Date" means the 25th day of each month, or, if any such date is not a Business Day, the next succeeding Business Day, commencing _____________ __, 199_. As described above, the entire unpaid principal amount of this Class A-1 Note shall be due and payable on the Series 1995-1 Termination Date. Notwithstanding the foregoing, if an Amortization Event, Liquidation Event of Default, Waiver Event or Series 1995-1 Limited Liquidation Event of Default shall have occurred and be continuing then, in certain circumstances, principal on the Class A-1 Notes may be paid earlier, as described in the Indenture. All principal payments on the Class A-1 Notes shall be made pro rata to the Noteholders entitled thereto. Payments of interest on this Class A-1 Note due and payable on each Payment Date, together with the installment of principal then due, if any, to the extent not in full payment of this Class A-1 Note, shall be made by check mailed first class to the Person whose name appears as the Holder of record of this Class A-1 Note (or one or more predecessor Class A-1 Notes) on the Note Register as of the close of business on each Record Date, except that with respect to Class A-1 Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payments will be made by wire transfer in immediately available funds to the account designated by such nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Record Date without requiring that this Class A-1 Note be submitted for notation of payment. Any reduction in the principal amount of this Class A-1 Note (or any one or more predecessor Class A-1 Notes) effected by any payments made on any Payment Date shall be binding upon all future Holders of this Class A-1 Note and of any Class A-1 Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon or thereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Class A-1 Note on a Payment Date, then the Trustee, in the name of and on behalf of the Company, will notify the Person who was the registered Holder hereof as of the Record Date preceding such Payment Date by notice mailed within five (5) days of such Payment Date and the amount then due and payable shall be payable only upon presentation and surrender of this Class A-1 Note at the Trustee's principal Corporate Trust Office. The Company shall pay interest on overdue installments of interest at the Class A-1 Rate to the extent lawful. As provided in the Indenture, the Class A-1 Notes may be redeemed, in whole, but not in part, at the option of the CompanyServicer, on any Payment Date. A Series 1995-1 Note Prepayment Premium will be payable to holders of the Class A-1 Notes if the Company repurchases any Class A-1 Series 1995-1 Notes prior to the date on which the Aggregate Principal Balance of the Class A-1 Notes Invested Amount is less than or equal to $__________. As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Class A-1 Note may be registered on the Note Register upon surrender of this Class A-1 Note for registration of transfer at the office or agency designated by the Company pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Trustee duly executed by, the Holder hereof or its his attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in The City of New York or the city in which the Corporate Trust Office is located, or a member firm of a national securities exchange, and such certificates and other documents as are required pursuant to the Indenture and as the Trustee may reasonably require, and thereupon one or more new Class A-1 Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Class A-1 Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange. Each Noteholder or Note Owner, by acceptance of a Class A-1 Note or, in the case of a Note Owner, a beneficial interest in a Class A-1 Note covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Company, the Servicer or the Trustee on the Class A-1 Notes or under the Indenture or any certificate or other writing delivered in connection therewith, against (i) the Trustee or the Servicer in its individual capacity, (ii) any owner of a beneficial interest in the Company or (iii) any partner, owner, beneficiary, agent, officer, director or employee of the Trustee or the Servicer in its individual capacity, any holder of a beneficial interest in the Company, the Servicer or the Trustee or of any successor or assign of the Trustee or the Servicer in its individual capacity, except (a) as any such Person may have expressly agreed and (b) any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Company for any and all liabilities, obligations and undertakings contained in the Indenture or in this Class A-1 Note, subject to Section 12.17 of the Base Indenture. Each Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note covenants and agrees that by accepting the benefits of the Indenture that such Noteholder will not for a period of one year and one day following payment in full of all Notes institute against the Company, or join in any institution against the Company of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under any United States Federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture or the Related Documents. Prior to the due presentment for registration of transfer of this Class A-1 Note, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Class A-1 Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Class A-1 Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. It is the intent of the Company and the Noteholders that, for Federal, state and local income and franchise tax purposes only, the Class A-1 Notes will evidence indebtedness of the Company secured by the Class A Collateral. The Noteholders, by the acceptance of this Class A-1 Note, agree to treat this Class A-1 Note for Federal, state and local income and franchise tax purposes as indebtedness of the Company. Each Holder of this Class A-1 Note shall provide to the Trustee at least annually an appropriate statement (on Internal Revenue Service Form W-8 or suitable substitute) with respect to United States federal income tax and withholding tax, signed under penalties of perjury, certifying that the beneficial owner of this Class A-1 Note is a non U.S. person and providing the Noteholder's name and address. If the information provided in the statement changes, the Noteholder shall so inform the Trustee within thirty (30) days of such change. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Series 1995-1 Notes under the Indenture at any time by the Company with the consent of the Holders of Series 1995-1 Notes representing more than 50% in principal amount of the Outstanding Series 1995-1 Notes which are affected by such amendment or modification. The Indenture also contains provisions permitting the Holders of Series 1995-1 Notes representing specified percentages of the Outstanding Series 1995-1 Notes, on behalf of the Holders of all the Series 1995-1 Notes, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Class A-1 Note (or any one of more predecessor Class A-1 Notes) shall be conclusive and binding upon such Holder and upon all future Holders of this Class A-1 Note and of any Class A-1 Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Class A-1 Note. The Indenture also permits the Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Series 1995-1 Notes issued thereunder.

Principal of the. Class A-1 Notes will be payable on each Payment Date specified in and in the amounts described in the Indenture. "Payment Date" means the 25th day of each month, or, if any such date is not a Business Day, the next succeeding Business Day, commencing ______________, 199_. As described above, the entire unpaid principal amount of this Class A-1 Note shall be due and payable on the Series 1995-1 Termination Date. Notwithstanding the foregoing, if an Amortization Event, Liquidation Event of Default, Waiver Event or Series 1995-1 Limited Liquidation Event of Default shall have occurred and be continuing then, in certain circumstances, principal on the Class A-1 Notes may be paid earlier, as described in the Indenture. All principal payments on the Class A-1 Notes shall be made pro rata to the Noteholders entitled thereto. Payments of interest on this Class A-1 Note due and payable on each Payment Date, together with the installment of principal then due, if any, to the extent not in full payment of this Class A-1 Note, shall be made by check mailed first class to the Person whose name appears as the Holder of record of this Class A-1 Note (or one or more predecessor Class A-1 Notes) on the Note Register as of the close of business on each Record Date, except that with respect to Class A-1 Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payments will be made by wire transfer in immediately available funds to the account designated by such nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Record Date without requiring that this Class A-1 Note be submitted for notation of payment. Any reduction in the principal amount of this Class A-1 Note (or any one or more predecessor Class A-1 Notes) effected by any payments made on any Payment Date shall be binding upon all future Holders of this Class A-1 Note and of any Class A-1 Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon or thereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Class A-1 Note on a Payment Date, then the Trustee, in the name of and on behalf of the Company, will notify the Person who was the registered Holder hereof as of the Record Date preceding such Payment Date by notice mailed within five (5) days of such Payment Date and the amount then due and payable shall be payable only upon presentation and surrender of this Class A-1 Note at the Trustee's principal Corporate Trust Office. The Company shall pay interest on overdue installments of interest at the Class A-1 Rate to the extent lawful. As provided in the Indenture, the Class A-1 Notes may be redeemed, in whole, but not in part, at the option of the CompanyServicer, on any Payment Date. A Series 1995-1 Note Prepayment Premium will be payable to holders of the Class A-1 Notes if the Company repurchases any Class A-1 Series 1995-1 Notes prior to the date on which the Aggregate Principal Balance of the Class A-1 Notes Invested Amount is less than or equal to $__________. As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Class A-1 Note may be registered on the Note Register upon surrender of this Class A-1 Note for registration of transfer at the office or agency designated by the Company pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Trustee duly executed by, the Holder hereof or its his attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in The City of New York or the city in which the Corporate Trust Office is located, or a member firm of a national securities exchange, and such certificates and other documents as are required pursuant to the Indenture and as the Trustee may reasonably require, and thereupon one or more new Class A-1 Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Class A-1 Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange. Each Noteholder or Note Owner, by acceptance of a Class A-1 Note or, in the case of a Note Owner, a beneficial interest in a Class A-1 Note covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Company, the Servicer or the Trustee on the Class A-1 Notes or under the Indenture or any certificate or other writing delivered in connection therewith, against (i) the Trustee or the Servicer in its individual capacity, (ii) any owner of a beneficial interest in the Company or (iii) any partner, owner, beneficiary, agent, officer, director or employee of the Trustee or the Servicer in its individual capacity, any holder of a beneficial interest in the Company, the Servicer or the Trustee or of any successor or assign of the Trustee or the Servicer in its individual capacity, except (a) as any such Person may have expressly agreed and (b) any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Company for any and all liabilities, obligations and undertakings contained in the Indenture or in this Class A-1 Note, subject to Section 12.17 of the Base Indenture. Each Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note covenants and agrees that by accepting the benefits of the Indenture that such Noteholder will not for a period of one year and one day following payment in full of all Notes institute against the Company, or join in any institution against the Company of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under any United States Federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture or the Related Documents. Prior to the due presentment for registration of transfer of this Class A-1 Note, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Class A-1 Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Class A-1 Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. It is the intent of the Company and the Noteholders that, for Federal, state and local income and franchise tax purposes only, the Class A-1 Notes will evidence indebtedness of the Company secured by the Class A Collateral. The Noteholders, by the acceptance of this Class A-1 Note, agree to treat this Class A-1 Note for Federal, state and local income and franchise tax purposes as indebtedness of the Company. In the event a Noteholder or Note Owner is a nonresident alien, foreign corporation or other non-United States person (a "Foreign Person"), such Foreign Person shall provide to the Trustee at least annually an appropriate statement (on Internal Revenue Service Form W-8 or suitable substitute) with respect to United States federal income tax and withholding tax, signed under penalties of perjury, certifying that the beneficial owner of this Class A-1 Note is a Foreign Person and providing the Noteholder's name and address. If the information provided in the statement changes, the Foreign Person shall so inform the Trustee within thirty (30) days of such change. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Series 1995-1 Notes under the Indenture at any time by the Company with the consent of the Holders of Series 1995-1 Notes representing more than 50% in principal amount of the Outstanding Series 1995-1 Notes which are affected by such amendment or modification. The Indenture also contains provisions permitting the Holders of Series 1995-1 Notes representing specified percentages of the Outstanding Series 1995-1 Notes, on behalf of the Holders of all the Series 1995-1 Notes, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Class A-1 Note (or any one of more predecessor Class A-1 Notes) shall be conclusive and binding upon such Holder and upon all future Holders of this Class A-1 Note and of any Class A-1 Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Class A-1 Note. The Indenture also permits the Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Series 1995-1 Notes issued thereunder.