Avis 2009 Annual Report Download - page 224

deposit in the Series 2009-3 Distribution Account an amount equal to the lesser of (x) the Series 2009-3 Cash Collateral Percentage on
such Business Day of the aggregate amount that the Demand Note Issuers failed to pay under the Series 2009-3 Demand Notes (or, the
amount that the Trustee failed to demand for payment thereunder) and (y) the Series 2009-
3 Available Cash Collateral Account Amount on
such Business Day and draw an amount equal to the remainder of the aggregate amount that the Demand Note Issuers failed to pay under
the Series 2009-3 Demand Notes (or, the amount that the Trustee failed to demand for payment thereunder) on the Series 2009-3 Letters of
Credit. The Trustee shall deposit into, or cause the deposit of, the proceeds of any draw on the Series 2009-3 Letters of Credit and the
proceeds of any withdrawal from the Series 2009-3 Cash Collateral Account to be deposited in the Series 2009-3 Distribution Account on
such Distribution Date.
(d) Series 2009-3 Termination Date . The entire Series 2009-3 Invested Amount shall be due and payable on the Series 2009-3
Termination Date. In connection therewith:
(i) Reserve Account Withdrawal . If, after giving effect to the deposit into the Series 2009-3 Distribution Account of the amount to
be deposited in accordance with Section 3.5(a), together with any amounts to be deposited therein in accordance with Section 3.5(c) on the
Series 2009-3 Termination Date, the amount to be deposited in the Series 2009-3 Distribution Account with respect to the Series 2009-3
Termination Date is or will be less than the Series 2009-3 Invested Amount, then, prior to 12:00 noon (New York City time) on the second
Business Day prior to the Series 2009-3 Termination Date, the Administrator shall instruct the Trustee in writing to withdraw from the
Series 2009-3 Reserve Account, an amount equal to the lesser of the Series 2009-3 Available Reserve Account Amount and such
insufficiency and deposit it in the Series 2009-3 Distribution Account on the Series 2009-3 Termination Date.
(ii) Demand Note Draw . If the amount to be deposited in the Series 2009-3 Distribution Account in accordance with Section 3.5(a)
together with any amounts to be deposited therein in accordance with Section 3.5(c) and Section 3.5(d)(i) on the Series 2009-3
Termination Date is less than the Series 2009-3 Invested Amount, and there are any Series 2009-3 Letters of Credit on such date, then,
prior to 10:00 a.m. (New York City time) on the second Business Day prior to the Series 2009-3 Termination Date, the Administrator shall
instruct the Trustee in writing to make a demand (a “ Demand Notice ”) substantially in the form attached hereto as Exhibit G on the
Demand Note Issuers for payment under the Series 2009-3 Demand Notes in an amount equal to the lesser of (i) such insufficiency and
(ii) the Series 2009-3 Letter of Credit Amount. The Trustee shall, prior to 12:00 noon (New York City time) on the second Business Day
preceding the Series 2009-3 Termination Date, deliver such Demand Notice to the Demand Note Issuers; provided , however , that if an
Event of Bankruptcy (or the occurrence of an event described in clause (a) of the definition thereof, without the lapse of a period of 60
consecutive days) with respect to a Demand Note Issuer shall have occurred and be continuing, the Trustee shall not be required to deliver
such Demand Notice to such Demand Note Issuer. The Trustee shall cause the proceeds of any demand
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