DISTRIBUTION DATE FOLLOWING THE DATE ON WHICH SUCH FUNDS WERE
RECEIVED, UNLESS ANY PERMITTED INVESTMENT HELD IN THE SERIES 2003-5 DISTRIBUTION
ACCOUNT IS HELD WITH THE PAYING AGENT, THEN SUCH INVESTMENT MAY MATURE ON SUCH
DISTRIBUTION DATE AND SUCH FUNDS SHALL BE AVAILABLE FOR WITHDRAWAL ON OR PRIOR
TO SUCH DISTRIBUTION DATE.
ALL SUCH PERMITTED INVESTMENTS WILL BE CREDITED TO
THE SERIES 2003-5 DISTRIBUTION ACCOUNT AND ANY SUCH PERMITTED INVESTMENTS THAT
CONSTITUTE (I) PHYSICAL PROPERTY (AND THAT IS NOT EITHER A UNITED STATES
SECURITY ENTITLE­MENT OR A SECURITY ENTITLEMENT) SHALL BE PHYSICALLY DELIVERED
TO THE TRUSTEE; (II) UNITED STATES SECURITY ENTITLEMENTS OR SECURITY
ENTITLEMENTS SHALL BE CONTROLLED (AS DEFINED IN SECTION 8-106 OF THE NEW YORK
UCC) BY THE TRUSTEE PENDING MATURITY OR DISPOSITION, AND (III) UNCERTIFICATED
SECURITIES (AND NOT UNITED STATES SECURITY ENTITLEMENTS) SHALL BE DELIVERED TO
THE TRUSTEE BY CAUSING THE TRUSTEE TO BECOME THE REGISTERED HOLDER OF SUCH
SECURITIES.
THE TRUSTEE SHALL, AT THE DIRECTION AND EXPENSE OF AFC-II, TAKE
SUCH ACTION AS IS REQUIRED TO MAINTAIN THE TRUSTEE'S SECURITY INTEREST IN THE
PERMITTED INVESTMENTS CREDITED TO THE SERIES 2003-5 DISTRIBUTION ACCOUNT.
AFC-II SHALL NOT DIRECT THE TRUSTEE TO DISPOSE OF (OR PERMIT THE DISPOSAL OF)
ANY PERMITTED INVESTMENTS PRIOR TO THE MATURITY THEREOF TO THE EXTENT SUCH
DISPOSAL WOULD RESULT IN A LOSS OF THE PURCHASE PRICE OF SUCH PERMITTED
INVESTMENTS.
IN THE ABSENCE OF WRITTEN INVESTMENT INSTRUCTIONS HEREUNDER, FUNDS
ON DEPOSIT IN THE SERIES 2003-5 DISTRIBUTION ACCOUNT SHALL REMAIN UNINVESTED.
(C)
EARNINGS FROM SERIES 2003-5 DISTRIBUTION ACCOUNT.
ALL INTEREST
AND EARNINGS (NET OF LOSSES AND INVESTMENT EXPENSES) PAID ON FUNDS ON DEPOSIT IN
THE SERIES 2003-5 DISTRIBUTION ACCOUNT SHALL BE DEEMED TO BE ON DEPOSIT AND
AVAILABLE FOR DISTRIBUTION.
(D)
SERIES 2003-5 DISTRIBUTION ACCOUNT CONSTITUTES ADDITIONAL
COLLATERAL FOR SERIES 2003-5 NOTES.
IN ORDER TO SECURE AND PROVIDE FOR THE
REPAYMENT AND PAYMENT OF THE AFC-II OBLIGATIONS WITH RESPECT TO THE SERIES
2003-5 NOTES, AFC-II HEREBY GRANTS A SECURITY INTEREST IN AND ASSIGNS, PLEDGES,
GRANTS, TRANSFERS AND SETS OVER TO THE SERIES 2003-5 AGENT, FOR THE BENEFIT OF
THE SERIES 2003-5 NOTEHOLDERS AND THE SURETY PROVIDER, ALL OF AFC-II'S RIGHT,
TITLE AND INTEREST IN AND TO THE FOLLOWING (WHETHER NOW OR HEREAFTER EXISTING OR
ACQUIRED):
(I) THE SERIES 2003-5 DISTRI­BUTION ACCOUNT, INCLUDING ANY SECURITY
ENTITLEMENT THERETO; (II) ALL FUNDS ON DEPOSIT THEREIN FROM TIME TO TIME; (III)
ALL CERTIFICATES AND INSTRUMENTS, IF ANY, REPRESENTING OR EVIDENCING ANY OR ALL
OF THE SERIES 2003-5 DISTRIBUTION ACCOUNT OR THE FUNDS ON DEPOSIT THEREIN FROM
TIME TO TIME;
39
(iv) all investments made at any time and from time to time with monies in the
Series 2003-5 Distribution Account, whether constituting securities,
instruments, general intangibles, investment property, financial assets or other
property; (v) all interest, dividends, cash, instruments and other property from
time to time received, receivable or otherwise distributed in respect of or in
exchange for the Series 2003-5 Distribution Account, the funds on deposit
therein from time to time or the investments made with such funds;