Avis 2006 Annual Report Download - page 154

Series 2005-2 Lease Principal Payment Deficit and (y) the Series 2005-
2 Available Cash Collateral Account Amount on such Distribution Date
and draw an amount equal to the remainder of such amount on the Series 2005-2 Letters of Credit.
(c) Final Distribution Date . The entire Series 2005-2 Invested Amount shall be due and payable on the Series 2005-2 Final
Distribution Date. In connection therewith:
(i) Demand Note Draw . If the amount to be deposited in the Series 2005-2 Distribution Account in accordance with Section 2.5(a)
together with any amounts to be deposited therein in accordance with Section 2.5(b) on the Series 2005-2 Final Distribution Date is less
than the Series 2005-2 Invested Amount, and there are any Series 2005-2 Letters of Credit on such date, then, prior to 10:00 a.m. (New
York City time) on the second Business Day prior to such Series 2005-2 Final Distribution Date, the Administrator shall instruct the
Trustee in writing (with a copy to the Surety Provider) to make a demand (a “ Demand Notice ”) substantially in the form attached hereto
as Exhibit F on the Demand Note Issuers for payment under the Series 2005-2 Demand Notes in an amount equal to the lesser of (i) such
insufficiency and (ii) the Series 2005-2 Letter of Credit Amount. The Trustee shall, prior to 12:00 noon (New York City time) on the
second Business Day preceding such Series 2005-2 Final Distribution Date, deliver such Demand Notice to the Demand Note Issuers;
provided , however , that if an Event of Bankruptcy (or the occurrence of an event described in clause (a) of the definition thereof,
without the lapse of a period of 60 consecutive days) with respect to a Demand Note Issuer shall have occurred and be continuing, the
Trustee shall not be required to deliver such Demand Notice to such Demand Note Issuer. The Trustee shall cause the proceeds of any
demand on the Series 2005-2 Demand Notes to be deposited into the Series 2005-2 Distribution Account.
(ii) Letter of Credit Draw . In the event that either (x) on or prior to 10:00 a.m. (New York City time) on the Business Day
immediately preceding any Distribution Date next succeeding any date on which a Demand Notice has been transmitted by the Trustee to
the Demand Note Issuers pursuant to clause (i) of this Section 2.5(c), any Demand Note Issuer shall have failed to pay to the Trustee or
deposit into the Series 2005-2 Distribution Account the amount specified in such Demand Notice in whole or in part or (y) due to the
occurrence of an Event of Bankruptcy (or the occurrence of an event described in clause (a) of the definition thereof, without the lapse of
a period of 60 consecutive days) with respect to one or more of the Demand Note Issuers, the Trustee shall not have delivered such
Demand Notice to any Demand Note Issuer on the second Business Day preceding such Series 2005-2 Final Distribution Date, then, in
the case of (x) or (y) the Trustee shall draw on the Series 2005-2 Letters of Credit by 12:00 noon (New York City time) on such Business
Day an amount equal to the lesser of (a) the amount that the Demand Note Issuers failed to pay under the Series 2005-2 Demand Notes
(or, the amount that the Trustee failed to demand for payment thereunder) and (b) the Series 2005-2 Letter of Credit Amount on such
Business Day by presenting to each Series 2005-
2 Letter of Credit Provider (with a copy to the Surety Provider) a draft accompanied by a
Certificate of Unpaid Demand Note Demand; provided , however , that if the Series 2005-
2 Cash Collateral Account has been established
and funded, the Trustee shall withdraw from the Series 2005-2 Cash Collateral Account and deposit in
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