Avis 2006 Annual Report Download - page 166

(b) Replacement of Any Series 2005-2 Interest Rate Swap . If, at any time, a Series 2005-2 Interest Rate Swap Counterparty does
not have (i) a long-term senior, unsecured debt, deposit, claims paying or credit (as the case may be) rating above “A-” from Standard & Poor’
s
and above “A3” from Moody’s, (ii) a short-term senior, unsecured debt, deposit, claims paying or credit (as the case may be) rating of at least
“A-1”, or if such Series 2005-2 Interest Rate Swap Counterparty does not have a short-term senior, unsecured debt rating, then a long-term
senior, unsecured debt, deposit, claims paying or credit (as the case may be) rating of at least “A+”, in each case, from Standard & Poor’s and
(iii) a short-term senior, unsecured debt, deposit, claims paying or credit (as the case may be) rating of “P-1”, or if such Series 2005-2 Interest
Rate Swap Counterparty does not have a short-term senior, unsecured debt rating, then a long-term senior, unsecured debt, deposit, claims
paying or credit (as the case may be) rating of at least “A1”, in each case, from Moody’s, then CRCF shall cause the Series 2005-2 Interest
Rate Swap Counterparty within 30 days following such occurrence, at the Series 2005-2 Interest Rate Swap Counterparty’s expense, to do one
of the following (the choice of such action to be determined by the Series 2005-2 Interest Rate Swap Counterparty) (i) obtain a replacement
interest rate swap on substantially the same terms as the replaced Series 2005-2 Interest Rate Swap from a Qualified Interest Rate Swap
Provider and terminate the applicable Series 2005-2 Interest Rate Swap, (ii) collateralize its obligations under the Series 2005-2 Interest Rate
Swap in a manner acceptable to the Rating Agencies and the Surety Provider (in the exercise of its reasonable judgment) in an amount and with
collateral which is sufficient to maintain or restore the immediately prior ratings (without giving effect to the Policy) of the Series 2005-2
Notes or (iii) enter into any other arrangement satisfactory to Standard & Poor
’s, Moody’s and the Surety Provider (in the exercise of its
reasonable judgment), which is sufficient to maintain or restore the immediately prior ratings (without giving effect to the Surety Bond) of the
Series 2005-2 Notes; provided that no termination of any Series 2005-2 Interest Rate Swap shall occur until CRCF has entered into a
replacement interest rate swap or shall have entered any other arrangement satisfactory to Standard & Poor’s, Moody’s and the Surety Provider
(in the exercise of its reasonable judgment).
(c) To secure payment of all CRCF Obligations with respect to the Series 2005-2 Notes, CRCF 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 and the Surety Provider, all of
CRCF’s right, title and interest in the Series 2005-2 Interest Rate Swaps and all proceeds thereof (the “ Series 2005-2 Interest Rate Swap
Collateral ”). CRCF shall require all Series 2005-2 Interest Rate Swap Proceeds to be paid to, and the Trustee shall allocate all Series 2005-2
Interest Rate Swap Proceeds to, the Series 2005-2 Accrued Interest Account of the Series 2005-2 Collection Account.
(d) The failure of CRCF to comply with its covenants contained in this Section 2.10 shall not constitute an Amortization Event with
respect to the Series 2005-2 Notes.
Section 2.11 Series 2005-2 Accounts Permitted Investments . CRCF shall not, and shall not permit, funds on deposit in the Series
2005-2 Accounts to be invested in:
(i) Permitted Investments that do not mature at least one Business Day before the next Distribution Date;
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