Avis 2010 Annual Report Download - page 155

(ii) When any Series of Notes is issued, the Series Supplement for such Series of Notes and/or the Applicable Related Documents for
such Series of Notes will provide that (A) the Administrator will determine the Group Specific Collateral for such Series of Notes and
notify the Trustee of such determination and the Administrator and the Trustee shall segregate and identify the collateral such that (x) the
Series of Notes will be secured by the Group Specific Collateral applicable to such Series of Notes and (y) the Noteholders with respect to
any other Series of Notes, the Series Supplement with respect to which does not specify that such Series is a member of the same Group as
such new Series, will not be entitled to the security interest in such Group Specific Collateral, (B) the Trustee will adjust the allocations
and distributions to be made under the Indenture at the written direction of the Administrator so that the Noteholders of a Series of Notes
sharing in particular Group Specific Collateral will be entitled to allocations and distributions arising in part or wholly from such Group
Specific Collateral and the Noteholders with respect to other Series of Notes not sharing in the security interest in such Group Specific
Collateral, as determined by the Series Supplement for such Series of Notes, will not be entitled to allocations and distributions arising
from such Group Specific Collateral, (C) the Trustee will act as collateral agent under the Indenture (and in such capacity the Trustee,
(x) may establish and maintain a master collection account, and one or more segregated collection accounts, into which Collections from
Group Specific Collateral for a Group will be deposited and, after such deposit, further allocated among one or more Segregated Series of
Notes in such Group, and (y) will hold its lien encumbering its rights and interests in such Group Specific Collateral for the benefit of all
Series of Notes in such Group), (D) the Administrator will designate on its computer system by VIN, and the Trustee will designate in its
records in electronic form by VIN, the source of the funds for the financing of each Truck (i.e., the Applicable CPF Lease under which it is
leased and the Group to which the related Group Specific Collateral belongs), (E) the Noteholders of any Series of Notes will, subject to
the limitations contained in this Base Indenture and the Series Supplement for such Series of Notes, be entitled to cause (pursuant to
written direction) the Trustee to exercise remedies under this Base Indenture and such Series Supplement on behalf of such Series of Notes
with respect to the Group Specific Collateral for the related Group, (F) in the case of the first Series of Notes in a Group, a separate
segregated lease pertaining to the Group Specific Collateral for such Group will be executed and delivered by CPF, as lessor, and the
Lessee, (G) to the extent specified in the Series Supplement for such Series of Notes, such actions will be taken by CPF or the
Administrator as are necessary to perfect the Trustee’s security interest on behalf of the Noteholders of such Series of Notes in the Group
Specific Collateral for such Group, and (H) provisions may be added to the Series Supplement for such Series of Notes and the other
Applicable Related Documents for such Series of Notes, if necessary, to reflect the foregoing, which provisions will, among other things,
provide for revisions to the terms “Aggregate Required Borrowing Base”, “Borrowing Base Deficiency”, “Collateral”, “Collection
Account”, “CPF Lease”, “Required Borrowing Base”, and “Applicable CPF Agreements” and such other terms as may be appropriate;
provided that any such revisions shall not have a material adverse effect (and, with respect to each Series, the Trustee may conclusively
rely on an Officer’
s Certificate of CPF as sufficient evidence of such lack of material adverse effect) on any Series of Notes Outstanding in
the same Group or the Noteholders of any Series of Notes
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