Avis 2010 Annual Report Download - page 318

extent of any unreimbursed drawings under the related Series 2006-1 Reimbursement Agreement, for application in accordance with the
provisions of the related Series 2006-1 Reimbursement Agreement, and, second , to CPF any remaining amount.
(i) Termination of Series 2006-1 Cash Collateral Account . Upon the termination of this Series Supplement in accordance with its
terms, the Trustee, acting in accordance with the written instructions of the Administrator, after the prior payment of all amounts owing to the
Series 2006-1 Noteholders and payable from the Series 2006-1 Cash Collateral Account as provided herein, shall withdraw from the Series
2006-
1 Cash Collateral Account all amounts on deposit therein (to the extent not withdrawn pursuant to Section 5.8(h) above) and shall pay such
amounts: first , to the Series 2006-1 Letter of Credit Providers to the extent of any unreimbursed drawings under the related Series 2006-1
Reimbursement Agreement, for application in accordance with the provisions of the related Series 2006-1 Reimbursement Agreement, and,
second , to CPF any remaining amount.
(j) Termination Date Demands on the Series 2006-1 Letters of Credit
. Prior to 10:00 a.m. (New York City time) on the Business Day
immediately succeeding the Series 2006-1 Letter of Credit Termination Date, the Administrator shall determine the Series 2006-1 Demand Note
Payment Amount as of the Series 2006-1 Letter of Credit Termination Date. If the Series 2006-1 Demand Note Payment Amount is greater than
zero, then the Administrator shall instruct the Trustee in writing to draw on the Series 2006-1 Letters of Credit prior to 11:00 a.m. (New York
City time) on such Business Day. Upon receipt of any such notice by the Trustee on or prior to 11:00 a.m. (New York City time) on a Business
Day, the Trustee shall, by 12:00 noon (New York City time) on such Business Day draw an amount equal to the lesser of (i) the excess of the
Series 2006-1 Demand Note Payment Amount over the Series 2006-1 Available Reserve Account Amount (prior to giving effect to any transfer
to the Series 2006-1 Cash Collateral Account pursuant to Section 5.7(e) on such date) and (ii) the Series 2006-1 Letter of Credit Liquidity
Amount on the Series 2006-1 Letters of Credit by presenting to each Series 2006-
1 Letter of Credit Provider a draft accompanied by a Certificate
of Termination Date Demand; provided , however , that if the Series 2006-1 Cash Collateral Account has been established and funded, the
Trustee shall draw an amount equal to the product of (a) 100% minus the Series 2006-1 Cash Collateral Percentage and (b) the lesser of the
amounts referred to in clause (i) or (ii) on such Business Day on the Series 2006-1 Letters of Credit as calculated by the Administrator and
provided in writing to the Trustee. The Trustee shall cause the Termination Date Disbursement to be deposited in the Series 2006-1 Cash
Collateral Account.
Section 5.9 Series 2006-1 Distribution Account .
(a) Establishment of Series 2006-1 Distribution Account . The Trustee 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 Distribution 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 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
2006-1 Distribution Account; provided that, if at any time such Qualified Institution is no longer a Qualified Institution or the
61