Avis 2006 Annual Report Download - page 159

Account Collateral ”). The Trustee shall possess all right, title and interest in and to all funds on deposit from time to time in the Series 2005-2
Reserve Account and in all proceeds thereof, and shall be the only person authorized to originate entitlement orders in respect of the Series
2005-2 Reserve Account. The Series 2005-2 Reserve Account Collateral shall be under the sole dominion and control of the Trustee for the
benefit of the Series 2005-2 Noteholders, each Series 2005-2 Interest Rate Swap Counterparty and the Surety Provider. The Series 2005-2
Agent hereby agrees (i) to act as the securities intermediary (as defined in Section 8-102(a)(14) of the New York UCC) with respect to the
Series 2005-2 Reserve Account; (ii) that its jurisdiction as securities intermediary is New York; (iii) that each item of property (whether
investment property, financial asset, security, instrument or cash) credited to the Series 2005-2 Reserve Account shall be treated as a financial
asset (as defined in Section 8-102(a)(9) of the New York UCC) and (iv) to comply with any entitlement order (as defined in Section 8-102(a)
(8) of the New York UCC) issued by the Trustee.
(e) Series 2005-2 Reserve Account Surplus . In the event that the Series 2005-2 Reserve Account Surplus on any Distribution Date,
after giving effect to all withdrawals from the Series 2005-2 Reserve Account, is greater than zero, if no Series 2005-2 Enhancement
Deficiency or AESOP I Operating Lease Vehicle Deficiency would result therefrom or exist thereafter, the Trustee, acting in accordance with
the written instructions of the Administrator (with a copy of such written instructions to be provided by the Administrator to the Surety
Provider) pursuant to the Administration Agreement, shall withdraw from the Series 2005-2 Reserve Account an amount equal to the Series
2005-2 Reserve Account Surplus and shall pay such amount to CRCF.
(f) Termination of Series 2005-2 Reserve Account . Upon the termination of the Indenture pursuant to Section 11.1 of the Base
Indenture, the Trustee, acting in accordance with the written instructions of the Administrator, after the prior payment of all amounts owing to
the Series 2005-2 Noteholders and to the Surety Provider and payable from the Series 2005-2 Reserve Account as provided herein, shall
withdraw from the Series 2005-2 Reserve Account all amounts on deposit therein for payment to CRCF.
Section 2.8 Series 2005-2 Letters of Credit and Series 2005-2 Cash Collateral Account . (a) Series 2005-2 Letters of Credit and
Series 2005-2 Cash Collateral Account Constitute Additional Collateral for Series 2005-2 Notes . In order to secure and provide for the
repayment and payment of the CRCF Obligations with respect to the Series 2005-2 Notes, CRCF hereby grants a security interest in and
assigns, pledges, grants, transfers and sets over to the Trustee, for the benefit of the Series 2005-2 Noteholders, each Series 2005-2 Interest
Rate Swap Counterparty and the Surety Provider, all of CRCF’s right, title and interest in and to the following (whether now or hereafter
existing or acquired): (i) each Series 2005-2 Letter of Credit; (ii) the Series 2005-2 Cash Collateral Account, including any security entitlement
thereto; (iii) all funds on deposit in the Series 2005-2 Cash Collateral Account from time to time; (iv) all certificates and instruments, if any,
representing or evidencing any or all of the Series 2005-2 Cash Collateral Account or the funds on deposit therein from time to time; (v) all
investments made at any time and from time to time with monies in the Series 2005-2 Cash Collateral Account, whether constituting securities,
instruments, general intangibles, investment property, financial assets or other property; (vi) all interest, dividends, cash, instruments and other
property from time to time received, receivable or otherwise distributed in respect of or in
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