Avis 2006 Annual Report Download - page 160

exchange for the Series 2005-2 Cash Collateral Account, the funds on deposit therein from time to time or the investments made with such
funds; and (vii) all proceeds of any and all of the foregoing, including, without limitation, cash (the items in the foregoing clauses (ii) through
(vii) are referred to, collectively, as the “ Series 2005-2 Cash Collateral Account Collateral ”). The Trustee shall, for the benefit of the Series
2005-2 Noteholders, each Series 2005-2 Interest Rate Swap Counterparty and the Surety Provider, possess all right, title and interest in all
funds on deposit from time to time in the Series 2005-2 Cash Collateral Account and in all proceeds thereof, and shall be the only person
authorized to originate entitlement orders in respect of the Series 2005-2 Cash Collateral Account. The Series 2005-2 Cash Collateral Account
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 Cash Collateral 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 Cash Collateral 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.
(b) Series 2005-2 Letter of Credit Expiration Date . If prior to the date which is ten (10) days prior to the then - scheduled Series
2005-2 Letter of Credit Expiration Date with respect to any Series 2005-2 Letter of Credit, excluding the amount available to be drawn under
such Series 2005-2 Letter of Credit but taking into account each substitute Series 2005-2 Letter of Credit which has been obtained from a
Series 2005-2 Eligible Letter of Credit Provider and is in full force and effect on such date, the Series 2005-2 Enhancement Amount would be
equal to or more than the Series 2005-2 Required Enhancement Amount and the Series 2005-2 Liquidity Amount would be equal to or greater
than the Series 2005-2 Required Liquidity Amount, then the Administrator shall notify the Trustee and the Surety Provider (with the Surety
Provider to be provided supporting calculations in reasonable detail) in writing no later than two (2) Business Days prior to such Series 2005-2
Letter of Credit Expiration Date of such determination. If prior to the date which is ten (10) days prior to the then-scheduled Series 2005-2
Letter of Credit Expiration Date with respect to any Series 2005-2 Letter of Credit, excluding the amount available to be drawn under such
Series 2005-2 Letter of Credit but taking into account a substitute Series 2005-2 Letter of Credit which has been obtained from a Series 2005-2
Eligible Letter of Credit Provider and is in full force and effect on such date, the Series 2005-2 Enhancement Amount would be less than the
Series 2005-2 Required Enhancement Amount or the Series 2005-2 Liquidity Amount would be less than the Series 2005-2 Required Liquidity
Amount, then the Administrator shall notify the Trustee and the Surety Provider (with the Surety Provider to be provided supporting
calculations in reasonable detail) in writing no later than two (2) Business Days prior to such Series 2005-2 Letter of Credit Expiration Date of
(x) the greater of (A) the excess, if any, of the Series 2005-2 Required Enhancement Amount over the Series 2005-2 Enhancement Amount,
excluding the available amount under such expiring Series 2005-2 Letter of Credit but taking into account any substitute Series 2005-2 Letter
of Credit which has been obtained from a Series 2005-2 Eligible Letter of Credit Provider and is in full force and effect, on such date, and
(B) the excess, if any, of the Series 2005-2 Required Liquidity Amount over the Series 2005-2 Liquidity Amount, excluding the available
amount under such expiring Series 2005-2 Letter of Credit but taking into account any substitute Series 2005-2 Letter of
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