Avis 2010 Annual Report Download - page 395

ANNEX D
CERTIFICATE OF TERMINATION DATE DEMAND
[Series 2006-1 Letter of Credit Provider]
[Address]
Attention: [ ]
Certificate of Termination Date Demand under the Irrevocable Letter of Credit No. [ ](the “ Series 2006-1 Letter of Credit ”; the
terms defined therein and not otherwise defined herein being used herein as therein defined), dated as of [ ], 20[_], issued by [ ],
as the Series 2006-1 Letter of Credit Provider, in favor of The Bank of New York Mellon Trust Company, N.A., as the Trustee (the “ Trustee ”),
under that certain Amended and Restated Base Indenture, dated as of March 9, 2010, between the Trustee and CENTRE POINT FUNDING,
LLC (“ CPF ”), as amended or supplemented (exclusive of any Series Supplement thereto creating a new Series of Notes), and as further
supplemented by that certain Second Amended and Restated Series 2006-1 Supplement thereto (the “ Series 2006-1 Supplement ”), dated as of
December 3, 2010, among CPF, Budget Truck Rental LLC, as Administrator, the CP Conduits, the APA Banks and the Funding Agents named
therein, Deutsche Bank Securities, Inc., as Administrative Agent, the Trustee and The Bank of New York Mellon Trust Company, N.A., as
Series 2006-1 Agent (the “ Indenture ”).
The undersigned, a duly authorized officer of the Trustee, hereby certifies to the Series 2006-1 Letter of Credit Provider as follows:
1. [ ] is the Trustee under the Indenture.
2. The Trustee is making a drawing under the Series 2006-1 Letter of Credit as required by Section 5.8(j) of the Series 2006-1 Supplement
in an amount equal to $ (the “ Termination Date Disbursement ”), which amount is equal to the lesser of (i) the [product of (x) the Series
2006-1 Letter of Credit Provider’s Pro Rata Share as of the date hereof and (y) the] 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)) and (ii) the Letter of Credit Amount as in effect on the date of this certificate.
3. [Concurrently with the draw being demanded hereby, the undersigned is making a draw under each of the other Series 2006-1 Letters of
Credit in an amount equal to the lesser of (i) the related other Series 2006-1 Letter of Credit Providers’ Pro Rata Share of the excess of (x) the
Series 2006-1 Demand Note Payment Amount over (y) 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) and (ii) the Letter of Credit Amount with respect to such other
Series 2006-1 Letter of Credit.]*
†
If there is more than one Series 2006
-
1 Letter of Credit Provider
†