SHALL BE FURTHER ALLOCATED TO THE SERIES
2003-5 ACCRUED INTEREST ACCOUNT;
(II)
ALLOCATE TO THE SERIES 2003-5 COL­LECTION ACCOUNT AN AMOUNT EQUAL
TO THE SERIES 2003-5 AESOP I OPERATING LEASE VEHICLE PERCENTAGE AS OF THE DATE
OF THE OCCURRENCE OF SUCH EVENT OF BANKRUPTCY OF THE AGGREGATE AMOUNT OF
PRINCIPAL COLLECTIONS MADE UNDER THE AESOP I OPERATING LEASE LOAN AGREE­MENT,
WHICH AMOUNT SHALL BE USED TO MAKE PRINCIPAL PAYMENTS IN RESPECT OF THE SERIES
CLASS A-1 NOTES AND THE CLASS A-2 NOTES, RATABLY, WITHOUT PREFERENCE OR PRIORITY
OF ANY KIND, UNTIL THE SERIES 2003-5 INVESTED AMOUNT IS PAID IN FULL; PROVIDED
THAT IF ON ANY DETERMINATION DATE (A) THE ADMINISTRATOR DETERMINES THAT THE
AMOUNT ANTICIPATED TO BE AVAILABLE FROM INTEREST COLLECTIONS ALLOCABLE TO THE
SERIES 2003-5 NOTES, ANY AMOUNTS PAYABLE TO THE TRUSTEE IN RESPECT OF SERIES
2003-5 INTEREST RATE CAPS AND OTHER AMOUNTS AVAILABLE PURSUANT TO SECTION 2.3 TO
PAY SERIES 2003-5 ADJUSTED MONTHLY INTEREST ON THE NEXT SUCCEEDING DISTRIBUTION
DATE WILL BE LESS THAN THE SERIES 2003-5 ADJUSTED MONTHLY INTEREST FOR SUCH
DISTRIBUTION DATE AND (B) THE SERIES 2003-5 ENHANCEMENT AMOUNT IS GREATER THAN
ZERO, THEN THE ADMINISTRATOR SHALL DIRECT THE TRUSTEE IN WRITING TO REALLOCATE A
PORTION OF THE PRINCIPAL COLLECTIONS ALLOCATED TO THE SERIES 2003-5 NOTES DURING
THE RELATED MONTH EQUAL TO THE LESSER OF SUCH INSUFFICIENCY AND THE SERIES
2003-5 ENHANCEMENT AMOUNT TO THE SERIES 2003-5 ACCRUED INTEREST ACCOUNT TO BE
TREATED AS INTEREST COLLECTIONS ON SUCH DISTRIBUTION DATE.
(E)
SERIES 2003-5 EXCESS COLLECTION ACCOUNT.
AMOUNTS ALLOCATED TO THE
SERIES 2003-5 EXCESS COLLECTION ACCOUNT ON ANY SERIES 2003-5 DEPOSIT DATE WILL
BE (W) FIRST, DEPOSITED IN THE SERIES 2003-5 RESERVE ACCOUNT IN AN AMOUNT UP TO
THE EXCESS, IF ANY, OF THE SERIES 2003-5 REQUIRED RESERVE ACCOUNT AMOUNT FOR
SUCH DATE OVER THE SERIES 2003-5 AVAILABLE RESERVE ACCOUNT AMOUNT FOR SUCH DATE,
(X) SECOND, USED TO PAY THE PRINCIPAL AMOUNT OF OTHER SERIES OF NOTES THAT ARE
THEN IN AMORTIZATION, (Y) THIRD, RELEASED TO AESOP LEASING IN AN AMOUNT EQUAL TO
THE PRODUCT OF (A) THE LOAN
22
AGREEMENT'S SHARE WITH RESPECT TO THE AESOP I OPERATING LEASE LOAN AGREEMENT AS
OF SUCH DATE TIMES (B) 100% MINUS THE LOAN PAYMENT ALLOCATION PERCENTAGE WITH
RESPECT TO THE AESOP I OPERATING LEASE LOAN AGREEMENT AS OF SUCH DATE TIMES (C)
THE AMOUNT OF ANY REMAINING FUNDS AND (Z) FOURTH, PAID TO AFC-II FOR ANY USE
PERMITTED BY THE RELATED DOCUMENTS INCLUDING TO MAKE LOANS UNDER THE LOAN
AGREEMENTS TO THE EXTENT THE BORROWERS HAVE REQUESTED LOANS THEREUNDER AND
ELIGIBLE VEHICLES ARE AVAILABLE FOR FINANCING THEREUNDER; PROVIDED, HOWEVER,
THAT IN THE CASE OF CLAUSES (X), (Y) AND (Z), THAT NO AMORTIZATION EVENT, SERIES
2003-5 ENHANCEMENT DEFICIENCY OR AESOP I OPERATING LEASE VEHICLE DEFICIENCY
WOULD RESULT THERE­FROM OR EXIST IMMEDI­ATELY THEREAFTER.
UPON THE OCCURRENCE
OF AN AMOR­TIZATION EVENT, FUNDS ON DEPOSIT IN THE SERIES 2003-5 EXCESS
COLLECTION ACCOUNT WILL BE WITH­DRAWN BY THE TRUSTEE, DEPOSITED IN THE SERIES
2003-5 COLLECTION ACCOUNT AND ALLOCATED AS PRINCI­PAL COLLECTIONS TO