FUNDS DEPOSITED
THEREIN ARE HELD FOR THE BENEFIT OF THE SERIES 2003-5 NOTEHOLDERS AND THE SURETY
PROVIDER.
THE SERIES 2003-5 DISTRIBUTION 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
DISTRIBUTION ACCOUNT; PROVIDED, HOWEVER, THAT IF AT ANY TIME SUCH QUALIFIED
INSTITUTION IS NO LONGER A QUALIFIED
38
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 "Baa3" by Moody's, then AFC-II shall, within thirty (30) days of such
reduction, establish a new Series 2003-5 Distribution Account with a new
Qualified Institution.
If the Series 2003-5 Distribution Account is not
maintained in accordance with the previous sentence, AFC-II shall establish a
new Series 2003-5 Distribution Account, within ten (10) Business Days after
obtaining knowledge of such fact, which complies with such sentence, and shall
instruct the Series 2003-5 Agent in writing to transfer all cash and investments
from the non-qualifying Series 2003-5 Distribution Account into the new Series
2003-5 Distribution Account.
Initially, the Series 2003-5 Distribution Account
will be established with The Bank of New York.
(B)
ADMINISTRATION OF THE SERIES 2003-5
DISTRIBUTION ACCOUNT.
THE ADMINISTRATOR MAY INSTRUCT THE INSTITUTION
MAINTAINING THE SERIES 2003-5 DISTRIBUTION ACCOUNT TO INVEST FUNDS ON DEPOSIT IN
THE SERIES 2003-5 DISTRIBUTION ACCOUNT FROM TIME TO TIME IN PERMITTED
INVESTMENTS; PROVIDED, HOWEVER, THAT ANY SUCH INVESTMENT SHALL MATURE NOT LATER
THAN THE BUSINESS DAY PRIOR TO THE 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