AFTER THE DATE A WITHDRAWAL IS MADE FROM THE SERIES 2003-5
COLLECTION ACCOUNT PURSUANT TO SECTION 2.5(A) OR AMOUNTS ARE DEPOSITED IN THE
SERIES 2003-5 DISTRIBUTION ACCOUNT PURSUANT TO SECTION 2.5(B), (C) OR (D) THE
PAYING AGENT SHALL, IN ACCORDANCE WITH SECTION 6.1 OF THE BASE INDENTURE, PAY
PRO RATA TO EACH CLASS A-1 NOTEHOLDER OR CLASS A-2 NOTEHOLDER, AS APPLICABLE,
FROM THE SERIES 2003-5 DISTRIBUTION ACCOUNT THE AMOUNT DEPOSITED THEREIN
PURSUANT TO SECTION 2.5(A), (B), (C) OR (D), TO
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the extent necessary to pay the Class A-1 Controlled Amortization Amount during
the Class A-1 Controlled Amortization Period or the Class A-2 Controlled
Amortization Amount during the Class A-2 Controlled Amortization Period, as the
case may be, or to the extent necessary to pay the Class A-1 Invested Amount and
the Class A-2 Invested Amount during the Series 2003-5 Rapid Amortization
Period.
SECTION 2.6
ADMINISTRATOR'S FAILURE TO
INSTRUCT THE TRUSTEE TO MAKE A DEPOSIT OR PAYMENT.
IF THE ADMINISTRATOR FAILS
TO GIVE NOTICE OR INSTRUCTIONS TO MAKE ANY PAYMENT FROM OR DEPOSIT INTO THE
COLLECTION ACCOUNT REQUIRED TO BE GIVEN BY THE ADMINISTRATOR, AT THE TIME
SPECIFIED IN THE ADMINISTRATION AGREEMENT OR ANY OTHER RELATED DOCUMENT
(INCLUDING APPLICABLE GRACE PERIODS), THE TRUSTEE SHALL MAKE SUCH PAYMENT OR
DEPOSIT INTO OR FROM THE COLLECTION ACCOUNT WITHOUT SUCH NOTICE OR INSTRUCTION
FROM THE ADMINISTRATOR, PROVIDED THAT THE ADMINISTRATOR, UPON REQUEST OF THE
TRUSTEE, PROMPTLY PROVIDES THE TRUSTEE WITH ALL INFORMATION NECESSARY TO ALLOW
THE TRUSTEE TO MAKE SUCH A PAYMENT OR DEPOSIT.
WHEN ANY PAYMENT OR DEPOSIT
HEREUNDER OR UNDER ANY OTHER RELATED DOCUMENT IS REQUIRED TO BE MADE BY THE
TRUSTEE OR THE PAYING AGENT AT OR PRIOR TO A SPECIFIED TIME, THE ADMINISTRATOR
SHALL DELIVER ANY APPLICABLE WRITTEN INSTRUCTIONS WITH RESPECT THERETO
REASONABLY IN ADVANCE OF SUCH SPECIFIED TIME.
SECTION 2.7
SERIES-2003-5 RESERVE ACCOUNT.
(A)
ESTABLISHMENT OF SERIES 2003-5 RESERVE ACCOUNT.
AFC-II SHALL ESTABLISH AND
MAINTAIN IN THE NAME OF THE SERIES 2003-5 AGENT FOR THE BENEFIT OF THE SERIES
2003-5 NOTEHOLDERS AND THE SURETY PROVIDER, OR CAUSE TO BE ESTABLISHED AND
MAINTAINED, AN ACCOUNT (THE "SERIES 2003-5 RESERVE ACCOUNT"), BEARING A
DESIGNATION CLEARLY INDICATING THAT THE FUNDS DEPOSITED THEREIN ARE HELD FOR THE
BENEFIT OF THE SERIES 2003-5 NOTEHOLDERS AND THE SURETY PROVIDER.
THE SERIES
2003-5 RESERVE ACCOUNT SHALL BE MAINTAINED (I) WITH A QUALIFIED INSTITUTION, OR
(II) AS A SEGREGATED TRUST ACCOUNT WITH THE CORPORATE TRUST DEPARTMENT OF A
DEPOSITORY INSTITUTION OR TRUST COMPANY HAVING CORPORATE TRUST POWERS AND ACTING
AS TRUSTEE FOR FUNDS DEPOSITED IN THE SERIES 2003-5 RESERVE ACCOUNT; PROVIDED
THAT, IF AT ANY TIME SUCH QUALIFIED INSTITUTION IS NO LONGER A QUALIFIED
INSTITUTION OR THE CREDIT RATING OF ANY SECURITIES ISSUED BY SUCH DEPOSITARY
INSTITUTION OR TRUST COMPANY SHALL BE REDUCED TO BELOW "BBB-" BY STANDARD &
POOR'S OR "BAA2" BY MOODY'S, THEN AFC-II SHALL, WITHIN THIRTY (30) DAYS OF SUCH
REDUCTION, ESTABLISH A NEW SERIES 2003-5 RESERVE ACCOUNT WITH A NEW QUALIFIED
INSTITUTION.
IF THE SERIES 2003-5 RESERVE ACCOUNT IS NOT MAINTAINED