Avis 2010 Annual Report Download - page 311

Share of such funds. Upon the receipt of funds from the Trustee pursuant to Sections 5.2(b) on any Distribution Date, the Administrative Agent
shall pay to each Funding Agent with respect to a Series 2006-1 Terminating Purchaser, such Series 2006-1 Terminating Purchasers Pro Rata
Share of such funds. For the avoidance of doubt, notwithstanding anything to the contrary contained herein, no principal amount repaid to a
Purchaser Group hereunder may be reborrowed under Section 3.3 or otherwise.
Section 5.6 Administrator’s Failure to Instruct the Trustee to Make a Deposit or Payment . If the Administrator fails to give notice or
instructions to make any payment from the Group I Collection Account or deposit into the Collection Account (which amount is to be further
credited to the Group I Collection Account) or the Group I Collection Account required to be given by the Administrator, at the time specified in
the Group I Administration Agreement or any other Series 2006-1 Related Document (including applicable grace periods), the Trustee shall
make such payment or deposit into or from the Collection Account or Group I Collection Account, as the case may be, without such notice or
instruction from the Administrator, provided that the Administrator, upon request of the Trustee, promptly provides the Trustee with all
information necessary to allow the Trustee to make such a payment or deposit. When any payment or deposit hereunder or under any other
Series 2006-1 Related Document is required to be made by the Trustee or the Paying Agent at or prior to a specified time, the Administrator
shall deliver any applicable written instructions with respect thereto reasonably in advance of such specified time.
Section 5.7 Series 2006-1 Reserve Account . (a) Establishment of Series 2006-1 Reserve Account . CPF shall establish and maintain
in the name of the Trustee for the benefit of the Series 2006-1 Noteholders, or cause to be established and maintained, an account (the “ Series
2006-1 Reserve Account ”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Series 2006-1
Noteholders. The Series 2006
-
1 Reserve 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 2006-1 Reserve 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 S&P or “Baa2” by Moody’s, then
CPF shall, within 30 days of such reduction, establish a new Series 2006-1 Reserve Account with a new Qualified Institution. If the Series 2006-
1 Reserve Account is not maintained in accordance with the previous sentence, CPF shall establish a new Series 2006-
1 Reserve Account, within
ten (10) Business Days after obtaining knowledge of such fact, which complies with such sentence, and shall instruct the Trustee in writing to
transfer all cash and investments from the non-qualifying Series 2006-1 Reserve Account into the new Series 2006-1 Reserve Account. Initially,
the Series 2006-1 Reserve Account shall be established with The Bank of New York Mellon Trust Company, N.A.; provided that if the Series
2006-1 Reserve Account is established with any other institution, CPF shall cause such institution to enter into an agreement in form and
substance reasonably satisfactory to the Administrative Agent establishing “control” within the meaning of Section 8-
106 of the New York UCC
by the Trustee over the Series 2006-1 Reserve Account, including agreements by such institution to (i) to act as the securities intermediary (as
defined in Section 8-102(a)(14) of the New York UCC) with respect to the Series 2006-1
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