Avis 2006 Annual Report Download - page 164

Collateral Account as provided herein, shall withdraw from the Series 2005-2 Cash Collateral Account all amounts on deposit therein (to the
extent not withdrawn pursuant to Section 2.8(i) above) and shall pay such amounts: first , to the Series 2005-2 Letter of Credit Providers to the
extent of any unreimbursed drawings under the related Series 2005-2 Reimbursement Agreement, for application in accordance with the
provisions of the related Series 2005-2 Reimbursement Agreement, and, second , to CRCF any remaining amount.
Section 2.9 Series 2005-2 Distribution Account . (a) Establishment of Series 2005-2 Distribution Account . CRCF shall establish
and maintain in the name of the Trustee for the benefit of the Series 2005-2 Noteholders, each Series 2005-2 Interest Rate Swap Counterparty
and the Surety Provider, or cause to be established and maintained, an account (the “ Series 2005-2 Distribution Account ”), bearing a
designation clearly indicating that the funds deposited therein are held 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 Distribution Account shall be maintained (i) with a Qualified
Institution, or (ii) as a segregated trust account with the corporate trust department of a depository institution or trust company having corporate
trust powers and acting as trustee for funds deposited in the Series 2005-2 Distribution Account; provided , however , that if at any time such
Qualified Institution is no longer a Qualified Institution or the credit rating of any securities issued by such depositary institution or trust
company shall be reduced to below “BBB-” by Standard & Poor’s or “Baa3” by Moody’s, then CRCF shall, within 30 days of such reduction,
establish a new Series 2005-2 Distribution Account with a new Qualified Institution. If the Series 2005-2 Distribution Account is not
maintained in accordance with the previous sentence, CRCF shall establish a new Series 2005-
2 Distribution Account, within ten (10) Business
Days after obtaining knowledge of such fact, which complies with such sentence, and shall instruct the Series 2005-2 Agent in writing to
transfer all cash and investments from the non-qualifying Series 2005-2 Distribution Account into the new Series 2005-2 Distribution Account.
Initially, the Series 2005-2 Distribution Account will be established with The Bank of New York.
(b) Administration of the Series 2005-2 Distribution Account
. The Administrator may instruct the institution maintaining the Series
2005-2 Distribution Account to invest funds on deposit in the Series 2005-2 Distribution Account from time to time in Permitted Investments;
provided , however , that any such investment shall mature not later than the Business Day prior to the Distribution Date following the date on
which such funds were received, unless any Permitted Investment held in the Series 2005-2 Distribution Account is held with the Paying
Agent, then such investment may mature on such Distribution Date and such funds shall be available for withdrawal on or prior to such
Distribution Date. All such Permitted Investments will be credited to the Series 2005-2 Distribution Account and any such Permitted
Investments that constitute (i) physical property (and that is not either a United States security entitlement or a security entitlement) shall be
physically delivered to the Trustee; (ii) United States security entitlements or security entitlements shall be controlled (as defined in Section 8-
106 of the New York UCC) by the Trustee pending maturity or disposition, and (iii) uncertificated securities (and not United States security
entitlements) shall be delivered to the Trustee by causing the Trustee to become the registered holder of such securities. The Trustee shall, at
the expense of CRCF, take such action as is required to maintain the Trustee’s security interest in the Permitted Investments credited to the
Series 2005-2 Distribution Account. CRCF shall not direct the Trustee to dispose of (or permit the disposal of) any Permitted
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