Avis 2006 Annual Report Download - page 174

Section 6.15 Prior Notice by Trustee to Surety Provider . Subject to Section 10.1 of the Base Indenture, the Trustee agrees that, so
long as no Amortization Event shall have occurred and be continuing with respect to any Series of Notes other than the Series 2005-2 Notes, it
shall not exercise any rights or remedies available to it as a result of the occurrence of an Amortization Event with respect to the Series 2005-2
Notes (except those set forth in clauses (f) and (g) of Article III) or a Series 2005
-2 Limited Liquidation Event of Default until after the Trustee
has given prior written notice thereof to the Surety Provider and each Series 2005-
2 Interest Rate Swap Counterparty and obtained the direction
of the Required Noteholders with respect to the Series 2005-2 Notes. The Trustee agrees to notify the Surety Provider promptly following any
exercise of rights or remedies available to it as a result of the occurrence of any Amortization Event or a Series 2005-2 Limited Liquidation
Event of Default.
Section 6.16 Effect of Payments by the Surety Provider . Anything herein to the contrary notwithstanding, any distribution of
principal of or interest on the Series 2005-
2 Notes that is made with moneys received pursuant to the terms of the Surety Bond shall not (except
for the purpose of calculating the Principal Deficit Amount) be considered payment of the Series 2005-2 Notes by CRCF. The Trustee
acknowledges that, without the need for any further action on the part of the Surety Provider, (i) to the extent the Surety Provider makes
payments, directly or indirectly, on account of principal of or interest on the Series 2005-2 Notes to the Trustee for the benefit of the
Series 2005-2 Noteholders or to the Series 2005-2 Noteholders (including any Preference Amounts as defined in the Surety Bond), the Surety
Provider will be fully subrogated to the rights of such Series 2005-2 Noteholders to receive such principal and interest and will be deemed to
the extent of the payments so made to be a Series 2005-2 Noteholder and (ii) the Surety Provider shall be paid principal and interest in its
capacity as a Series 2005-2 Noteholder until all such payments by the Surety Provider have been fully reimbursed, but only from the sources
and in the manner provided herein for the distribution of such principal and interest and in each case only after the Series 2005-2 Noteholders
have received all payments of principal and interest due to them hereunder on the related Distribution Date.
Section 6.17 Series 2005-2 Demand Notes . Other than pursuant to a demand thereon pursuant to Section 2.5, CRCF shall not
reduce the amount of the Series 2005-2 Demand Notes or forgive amounts payable thereunder so that the outstanding principal amount of the
Series 2005-2 Demand Notes after such reduction or forgiveness is less than the Series 2005-2 Letter of Credit Liquidity Amount. CRCF shall
not agree to any amendment of the Series 2005-2 Demand Notes without first satisfying the Rating Agency Confirmation Condition and the
Rating Agency Consent Condition.
Section 6.18 Subrogation . In furtherance of and not in limitation of the Surety Provider’
s equitable right of subrogation, each of the
Trustee and CRCF acknowledge that, to the extent of any payment made by the Surety Provider under the Surety Bond with respect to interest
on or principal of the Series 2005-2 Notes, including any Preference Amount, as defined in the Surety Bond, the Surety Provider is to be fully
subrogated to the extent of such payment and any additional interest due on any late payment, to the rights of the Series 2005-2 Noteholders
under the Indenture. Each of CRCF and the Trustee agree to such subrogation and, further, agree to take such actions as the Surety Provider
may reasonably request in writing to evidence such subrogation.
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