Avis 2010 Annual Report Download - page 319

credit rating of any securities issued by such depositary institution or trust company shall be reduced to below “BBB-” by S&P or “Baa3” by
Moody’s, then CPF shall, within 30 days of such reduction, establish a new Series 2006-
1 Distribution Account with a new Qualified Institution.
If the Series 2006-1 Distribution Account is not maintained in accordance with the previous sentence, CPF shall establish a new Series 2006-1
Distribution 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 Distribution Account into the new
Series 2006-1 Distribution Account. Initially, the Series 2006-1 Distribution Account shall be established with The Bank of New York Mellon
Trust Company, N.A.; provided that if the Series 2006-1 Distribution 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 Distribution 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
Distribution Account; (ii) that its jurisdiction as securities intermediary is New York; (iii) that each item of property (whether investment
property, financial asset, security, instrument or cash) credited to the Series 2006-1 Cash Collateral Account shall be treated as a financial asset
(as defined in Section 8-102(a)(9) of the New York UCC) and (iii) to comply with any entitlement order (as defined in Section 8-
102(a)(8) of the
New York UCC) issued by the Trustee without further consent of CPF.
(b) Administration of the Series 2006-1 Distribution Account . The Administrator may instruct the institution maintaining the Series
2006-1 Distribution Account to invest funds on deposit in the Series 2006-1 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 2006-1 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 2006-1 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 Securities Intermediary; (ii) United States security entitlements or security entitlements shall be controlled (as defined in Section 8-106 of
the New York UCC) by the Securities Intermediary pending maturity or disposition, and (iii) uncertificated securities (and not United States
security entitlements) shall be delivered to the Securities Intermediary by causing the Securities Intermediary to become the registered holder of
such securities. The Trustee shall, at the expense of CPF, take such action as is required to maintain the Trustee’s security interest in the
Permitted Investments credited to the Series 2006-1 Distribution Account. CPF 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 Investments. In the absence of written investment instructions hereunder, funds on deposit in the Series 2006-1 Distribution Account
shall remain uninvested.
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