Avis 2006 Annual Report Download - page 156

prior to 12:00 noon (New York City time) on the second Business Day preceding such 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 Note 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 prior to
such Distribution Date, 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 any Demand Note Issuer, the Trustee shall not have delivered such Demand Notice to any Demand Note Issuer on the second Business
Day preceding such Distribution Date, then, in the case of (x) or (y) the Trustee shall on such Business Day draw on the Series 2005-2
Letters of Credit an amount equal to the lesser of (i) Series 2005-2 Letter of Credit Amount and (ii) the aggregate 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) 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 the Series 2005-2 Distribution
Account an amount equal to the lesser of (x) the Series 2005-
2 Cash Collateral Percentage on such Business Day of the aggregate 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 (y) the Series 2005-2 Available Cash Collateral Account Amount on such Business Day and draw an amount
equal to the remainder of the aggregate 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) on the Series 2005-2 Letters of Credit. The Trustee shall deposit
into, or cause the deposit of, the proceeds of any draw on the Series 2005-
2 Letters of Credit and the proceeds of any withdrawal from the
Series 2005-2 Cash Collateral Account to be deposited in the Series 2005-2 Distribution Account.
(iii) Reserve Account Withdrawal . If the Series 2005-2 Letter of Credit Amount will be less than the Principal Deficit Amount on
any Distribution Date, then, prior to 12:00 noon (New York City time) on the second Business Day prior to such Distribution Date, the
Administrator shall instruct the Trustee in writing to withdraw from the Series 2005-2 Reserve Account, an amount equal to the lesser of
(x) the Series 2005-2 Available Reserve Account Amount and (y) the amount by which the Principal Deficit Amount exceeds the
amounts to be deposited in the Series 2005-2 Distribution Account in accordance with clauses (i) and (ii) of this Section 2.5(d) and
deposit it in the Series 2005-2 Distribution Account on such Distribution Date.
-
29
-