Avis 2009 Annual Report Download - page 233

(a) Establishment of Series 2009-3 Distribution Account . The Trustee shall establish and maintain in the name of the Series 2009-3
Agent for the benefit of the Series 2009-3 Noteholders, or cause to be established and maintained, an account (the “ Series 2009-3 Distribution
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 Distribution 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 Distribution 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 depositary 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 Distribution Account with a new Qualified
Institution. If the Series 2009-3 Distribution Account is not maintained in accordance with the previous sentence, ABRCF shall establish a new
Series 2009-3 Distribution Account, within ten (10) Business Days after obtaining knowledge of such fact, which complies with such sentence,
and shall instruct the Series 2009-3 Agent in writing to transfer all cash and investments from the non-qualifying Series 2009-3 Distribution
Account into the new Series 2009-3 Distribution Account. Initially, the Series 2009-3 Distribution Account will be established with The Bank of
New York Mellon.
(b) Administration of the Series 2009-3 Distribution Account . The Administrator may instruct the institution maintaining the Series
2009-3 Distribution Account to invest funds on deposit in the Series 2009-3 Distribution 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 Distribution Account is held with the Paying Agent,
then such investment may mature on such Distribution Date and 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 Distribution 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 Distribution
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 purchase price of such Permitted Investments. In the absence of written investment instructions
hereunder, funds on deposit in the Series 2009-3 Distribution Account shall remain uninvested.
(c) Earnings from Series 2009-3 Distribution Account . All interest and earnings (net of losses and investment expenses) paid on
funds on deposit in the Series 2009-3 Distribution Account shall be deemed to be on deposit and available for distribution.
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