Avis 2009 Annual Report Download - page 231

pursuant to the terms of this Supplement, the Administrator shall instruct the Trustee, in writing, to draw on each Series 2009-3 Letter of Credit
in an amount equal to the LOC Pro Rata Share of the Series 2009-3 Letter of Credit Provider issuing such Series 2009-3 Letter of Credit of the
amount of such draw on the Series 2009-3 Letters of Credit.
(e) Establishment of Series 2009-3 Cash Collateral Account . On or prior to the date of any drawing under a Series 2009-3 Letter of
Credit pursuant to Section 3.8(b) or (c) above, ABRCF shall establish and maintain in the name of the Trustee for the benefit of the Series 2009-
3 Noteholders, or cause to be established and maintained, an account (the “ Series 2009-3 Cash Collateral Account ”), bearing a designation
clearly indicating that the funds deposited therein are held for the benefit of the Series 2009-3 Noteholders. The Series 2009-3 Cash Collateral
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 2009-3 Cash
Collateral Account; provided that, if at any time such Qualified Institution is no longer a Qualified Institution or the credit rating of any
securities issued by such depository institution or trust company shall be reduced to below “BBB-” by Standard & Poor’s or “Baa3” by Moody’
s,
then ABRCF shall, within 30 days of such reduction, establish a new Series 2009-3 Cash Collateral Account with a new Qualified Institution or
a new 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 2009-3 Cash Collateral Account. If a new Series 2009-3 Cash Collateral Account is
established, ABRCF shall instruct the Trustee in writing to transfer all cash and investments from the non-qualifying Series 2009-3 Cash
Collateral Account into the new Series 2009-3 Cash Collateral Account.
(f) Administration of the Series 2009-3 Cash Collateral Account . ABRCF may instruct (by standing instructions or otherwise) the
institution maintaining the Series 2009-3 Cash Collateral Account to invest funds on deposit in the Series 2009-3 Cash Collateral 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 2009-3 Cash
Collateral Account is held with the Paying Agent, in which case such investment may mature on such Distribution Date so long as such funds
shall be available for withdrawal on or prior to such Distribution Date. All such Permitted Investments will be credited to the Series 2009-
3 Cash
Collateral 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 ABRCF, take such action as is required to maintain the Trustee’s security interest in the
Permitted Investments credited to the Series 2009-3 Cash Collateral Account. ABRCF shall not direct the Trustee to dispose of (or permit the
disposal of) any Permitted Investments prior to the maturity thereof to the extent such disposal would result in a loss of the purchase price of
such Permitted Investment. In the absence of written investment instructions hereunder, funds on deposit in the Series 2009-3 Cash Collateral
Account shall remain uninvested.
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