Avis 2009 Annual Report Download - page 234

(d) Series 2009-3 Distribution Account Constitutes Additional Collateral for Series 2009-3 Notes . In order to secure and provide for
the repayment and payment of the ABRCF Obligations with respect to the Series 2009-3 Notes, ABRCF hereby grants a security interest in and
assigns, pledges, grants, transfers and sets over to the Trustee, for the benefit of the Series 2009-3 Noteholders, all of ABRCF’s right, title and
interest in and to the following (whether now or hereafter existing or acquired): (i) the Series 2009-3 Distribution Account, including any
security entitlement thereto; (ii) all funds on deposit therein from time to time; (iii) all certificates and instruments, if any, representing or
evidencing any or all of the Series 2009-3 Distribution Account or the funds on deposit therein from time to time; (iv) all investments made at
any time and from time to time with monies in the Series 2009-3 Distribution Account, whether constituting securities, instruments, general
intangibles, investment property, financial assets or other property; (v) all interest, dividends, cash, instruments and other property from time to
time received, receivable or otherwise distributed in respect of or in exchange for the Series 2009-3 Distribution Account, the funds on deposit
therein from time to time or the investments made with such funds; and (vi) all proceeds of any and all of the foregoing, including, without
limitation, cash (the items in the foregoing clauses (i) through (vi) are referred to, collectively, as the “ Series 2009-3 Distribution Account
Collateral ”). The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Series 2009-3 Distribution
Account and in and to all proceeds thereof, and shall be the only person authorized to originate entitlement orders in respect of the Series 2009-3
Distribution Account. The Series 2009-3 Distribution Account Collateral shall be under the sole dominion and control of the Trustee for the
benefit of the Series 2009-3 Noteholders. The Series 2009-3 Agent hereby agrees (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 2009-3 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
2009-3 Distribution Account shall be treated as a financial asset (as defined in Section 8-102(a)(9) of the New York UCC) and (iv) to comply
with any entitlement order (as defined in Section 8-102(a)(8) of the New York UCC) issued by the Trustee.
Section 3.10. Series 2009-3 Demand Notes Constitute Additional Collateral for Series 2009-3 Notes . In order to secure and provide
for the repayment and payment of the obligations with respect to the Series 2009-3 Notes, ABRCF hereby grants a security interest in and
assigns, pledges, grants, transfers and sets over to the Trustee, for the benefit of the Series 2009-3 Noteholders, all of ABRCF’s right, title and
interest in and to the following (whether now or hereafter existing or acquired): (i) the Series 2009-3 Demand Notes; (ii) all certificates and
instruments, if any, representing or evidencing the Series 2009-3 Demand Notes; and (iii) all proceeds of any and all of the foregoing, including,
without limitation, cash. On the date hereof, ABRCF shall deliver to the Trustee, for the benefit of the Series 2009-3 Noteholders, each Series
2009-3 Demand Note, endorsed in blank. The Trustee, for the benefit of the Series 2009-3 Noteholders, shall be the only Person authorized to
make a demand for payments on the Series 2009-3 Demand Notes.
Section 3.11. Series 2009-3 Interest Rate Caps . (a) On the Series 2009-3 Closing Date, ABRCF shall acquire one or more interest
rate caps (each a “ Series 2009-3 Interest Rate Cap ”) from a Qualified Interest Rate Cap Counterparty. On the Series 2009-3 Closing Date, the
aggregate notional amount of all Series 2009-3 Interest Rate Caps shall equal the Series
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