Avis 2010 Annual Report Download - page 314

Section 5.8 Series 2006-1 Letters of Credit and Series 2006-1 Cash Collateral Account .
(a) Series 2006-1 Letters of Credit and Series 2006-1 Cash Collateral Account Constitute Additional Collateral for Series 2006-1
Notes
. In order to secure and provide for the repayment and payment of the Note Obligations with respect to the Series 2006-1 Notes, CPF
hereby grants a security interest in and assigns, pledges, grants, transfers and sets over to the Trustee, for the benefit of the Series 2006-1
Noteholders, all of CPF
’s right, title and interest in and to the following (whether now or hereafter existing or acquired): (i) each Series 2006-1
Letter of Credit; (ii) the Series 2006-1 Cash Collateral Account, including any security entitlement thereto; (iii) all funds on deposit in the Series
2006-1 Cash Collateral Account from time to time; (iv) all certificates and instruments, if any, representing or evidencing any or all of the Series
2006-1 Cash Collateral Account or the funds on deposit therein from time to time; (v) all investments made at any time and from time to time
with monies in the Series 2006-
1 Cash Collateral Account, whether constituting securities, instruments, general intangibles, investment property,
financial assets or other property; (vi) 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 2006-1 Cash Collateral Account, the funds on deposit therein from time to time
or the investments made with such funds; and (vii) all proceeds of any and all of the foregoing, including, without limitation, cash (the items in
the foregoing clauses (ii) through (vii) are referred to, collectively, as the “ Series 2006-1 Cash Collateral Account Collateral ”). The Trustee
shall, for the benefit of the Series 2006-1 Noteholders, possess all right, title and interest in all funds on deposit from time to time in the Series
2006-1 Cash Collateral Account and in all proceeds thereof, and shall be the only person authorized to originate entitlement orders in respect of
the Series 2006-1 Cash Collateral Account. The Series 2006-1 Cash Collateral Account shall be under the sole dominion and control of the
Trustee for the benefit of the Series 2006-1 Noteholders. The Securities Intermediary 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 2006-
1 Cash Collateral Account; (ii) 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) Series 2006-1 Letter of Credit Expiration Date . If prior to the date which is ten (10) days prior to the then scheduled Series 2006-
1 Letter of Credit Expiration Date with respect to any Series 2006-1 Letter of Credit, excluding the amount available to be drawn under such
Series 2006-1 Letter of Credit but taking into account each substitute Series 2006-1 Letter of Credit which has been obtained from a Series 2006-
1 Eligible Letter of Credit Provider and is in full force and effect on such date, the Series 2006-1 Enhancement Amount would be equal to or
more than the Series 2006-1 Required Enhancement Amount, the Series 2006-1 Liquid Enhancement Amount would be equal to or more than
the Series 2006-1 Required Liquid Enhancement Amount and the Series 2006-1 Letter of Credit Liquidity Amount would be equal to or greater
than the Series 2006-1 Required Letter of Credit Liquidity Amount, then the Administrator shall notify the Trustee in writing no later than two
Business Days prior to such
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