TO SECTION 10.1 OF THE BASE INDENTURE, THE TRUSTEE AGREES
THAT, SO LONG AS NO AMORTIZATION EVENT SHALL HAVE OCCURRED AND BE CONTINUING
WITH RESPECT TO ANY SERIES OF NOTES OTHER THAN THE SERIES 2003-5 NOTES, IT SHALL
NOT EXERCISE ANY RIGHTS OR REMEDIES AVAILABLE TO IT AS A RESULT OF THE
OCCURRENCE OF AN AMORTIZATION EVENT WITH RESPECT TO THE SERIES 2003-5 NOTES
(EXCEPT THOSE SET FORTH IN CLAUSES (F) AND (G) OF ARTICLE III) OR A
SERIES 2003-5 LIMITED LIQUIDATION EVENT OF DEFAULT UNTIL AFTER THE TRUSTEE HAS
GIVEN PRIOR WRITTEN NOTICE THEREOF TO THE SURETY PROVIDER AND OBTAINED THE
DIRECTION OF THE REQUIRED NOTEHOLDERS WITH RESPECT TO THE SERIES 2003-5 NOTES.
THE TRUSTEE AGREES TO NOTIFY THE SURETY PROVIDER PROMPTLY FOLLOWING ANY EXERCISE
OF RIGHTS OR REMEDIES AVAILABLE TO IT AS A RESULT OF THE OCCURRENCE OF ANY
AMORTIZATION EVENT OR A SERIES 2003-5 LIMITED LIQUIDATION EVENT OF DEFAULT.
SECTION 6.16
EFFECT OF PAYMENTS BY THE SURETY
PROVIDER.
ANYTHING HEREIN TO THE CONTRARY NOTWITHSTANDING, ANY DISTRIBUTION OF
PRINCIPAL OF OR INTEREST ON THE SERIES 2003-5 NOTES THAT IS MADE WITH MONEYS
RECEIVED PURSUANT TO THE TERMS OF THE SURETY BOND SHALL NOT (EXCEPT FOR THE
PURPOSE OF CALCULATING THE PRINCIPAL DEFICIT AMOUNT) BE CONSIDERED PAYMENT OF
THE SERIES 2003-5 NOTES BY AFC-II.
THE TRUSTEE ACKNOWLEDGES THAT, WITHOUT THE
NEED FOR ANY FURTHER ACTION ON THE PART OF THE SURETY PROVIDER, (I) TO THE
EXTENT THE SURETY PROVIDER MAKES PAYMENTS, DIRECTLY OR INDIRECTLY, ON ACCOUNT OF
PRINCIPAL OF OR INTEREST ON THE SERIES 2003-5 NOTES TO THE TRUSTEE FOR THE
BENEFIT OF THE SERIES 2003-5 NOTEHOLDERS OR TO THE SERIES 2003-5 NOTEHOLDERS
(INCLUDING ANY PREFERENCE AMOUNTS AS DEFINED IN THE SURETY BOND), THE SURETY
PROVIDER WILL BE FULLY SUBROGATED TO THE RIGHTS OF SUCH SERIES 2003-5
NOTEHOLDERS TO RECEIVE SUCH PRINCIPAL AND INTEREST AND WILL BE DEEMED TO THE
EXTENT OF THE PAYMENTS SO MADE TO BE A SERIES 2003-5 NOTEHOLDER AND (II) THE
SURETY PROVIDER SHALL BE PAID PRINCIPAL AND INTEREST IN ITS CAPACITY AS A
SERIES 2003-5 NOTEHOLDER UNTIL ALL SUCH PAYMENTS BY THE SURETY PROVIDER HAVE
BEEN FULLY REIMBURSED, BUT ONLY FROM THE SOURCES AND IN THE MANNER PROVIDED
HEREIN FOR THE DISTRIBUTION OF SUCH PRINCIPAL AND INTEREST AND IN EACH CASE ONLY
AFTER THE SERIES 2003-5 NOTEHOLDERS HAVE RECEIVED ALL PAYMENTS OF PRINCIPAL AND
INTEREST DUE TO THEM HEREUNDER ON THE RELATED DISTRIBUTION DATE.
SECTION 6.17
SERIES 2003-5 DEMAND NOTES.
OTHER
THAN PURSUANT TO A DEMAND THEREON PURSUANT TO SECTION 2.5, AFC-II SHALL NOT
REDUCE THE AMOUNT OF THE SERIES 2003-5 DEMAND NOTES OR FORGIVE AMOUNTS PAYABLE
THEREUNDER SO THAT THE OUTSTANDING PRINCIPAL AMOUNT OF THE SERIES 2003-5 DEMAND
NOTES AFTER SUCH REDUCTION OR FORGIVENESS IS LESS THAN THE SERIES 2003-5 LETTER
OF CREDIT LIQUIDITY AMOUNT.
AFC-II SHALL NOT AGREE TO ANY AMENDMENT OF THE
SERIES 2003-5 DEMAND NOTES WITHOUT FIRST SATISFYING THE RATING AGENCY
CONFIRMATION CONDITION AND THE RATING AGENCY CONSENT CONDITION.
SECTION 6.18
SUBROGATION.
IN FURTHERANCE OF AND
NOT IN LIMITATION OF