Avis 2006 Annual Report Download - page 169

ARTICLE IV
RIGHT TO WAIVE PURCHASE RESTRICTIONS
Notwithstanding any provision to the contrary in the Indenture or the Related Documents, but subject in all respects to the Surety
Provider’s rights under Section 6.11, upon the Trustee’s receipt of notice from any Lessee, any Borrower or CRCF (i) to the effect that a
Manufacturer Program is no longer an Eligible Manufacturer Program and that, as a result, the Series 2005-2 Maximum Non-Program Vehicle
Amount is or will be exceeded or (ii) that the Lessees, the Borrowers and CRCF have determined to increase any Series 2005-2 Maximum
Amount, (such notice, a “ Waiver Request ”), each Series 2005-2 Noteholder may, at its option, waive the Series 2005-2 Maximum Non-
Program Vehicle Amount or any other Series 2005-2 Maximum Amount (collectively, a “ Waivable Amount ”) if (i) no Amortization Event
exists, (ii) the Requisite Noteholders and the Surety Provider consent to such waiver and (iii) 60 days’ prior written notice of such proposed
waiver is provided to the Rating Agencies by the Trustee.
Upon receipt by the Trustee of a Waiver Request (a copy of which the Trustee shall promptly provide to the Rating Agencies), all
amounts which would otherwise be allocated to the Series 2005-2 Excess Collection Account (collectively, the “ Designated Amounts ”) from
the date the Trustee receives a Waiver Request through the Consent Period Expiration Date will be held by the Trustee in the Series 2005-2
Collection Account for ratable distribution as described below.
Within ten (10) Business Days after the Trustee receives a Waiver Request, the Trustee shall furnish notice thereof to the Series
2005-2 Noteholders and the Surety Provider, which notice shall be accompanied by a form of consent (each a “ Consent ”) in the form of
Exhibit B by which the Series 2005-2 Noteholders may, on or before the Consent Period Expiration Date, consent to waiver of the applicable
Waivable Amount. If the Trustee receives the consent of the Surety Provider and Consents from the Requisite Noteholders agreeing to waiver
of the applicable Waivable Amount within forty-five (45) days after the Trustee notifies the Series 2005-2 Noteholders of a Waiver Request
(the day on which such forty-five (45) day period expires, the “ Consent Period Expiration Date ”), (
i) the applicable Waivable Amount shall be
deemed waived by the consenting Series 2005-2 Noteholders, (ii) the Trustee will distribute the Designated Amounts as set forth below and
(iii) the Trustee shall promptly (but in any event within two days) provide the Rating Agency with notice of such waiver. Any Series 2005-2
Noteholder from whom the Trustee has not received a Consent on or before the Consent Period Expiration Date will be deemed not to have
consented to such waiver.
If the Trustee receives Consents from the Requisite Noteholders on or before the Consent Period Expiration Date, then on the
immediately following Distribution Date, the Trustee will pay the Designated Amounts as follows:
(i) to the non-consenting Series 2005-2 Noteholders, if any, pro rata up to the amount required to pay all Series 2005-2 Notes held
by such non-consenting Series 2005-2 Noteholders in full; and
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