Avis 2010 Annual Report Download - page 537

new Qualified Institution or a new segregated trust account with the corporate trust department of a depository institution or trust company
having corporate trust powers and acting as trustee for funds deposited in the Series 2010-1 Cash Collateral Account. If a new Series 2010-1
Cash Collateral Account is established, CPF shall instruct the Trustee in writing to transfer all cash and investments from the non-qualifying
Series 2010-1 Cash Collateral Account into the new Series 2010-1 Cash Collateral Account. Initially, the Series 2010-1 Cash Collateral Account
shall be established with The Bank of New York Mellon Trust Company, N.A.; provided that if the Series 2010-1 Cash Collateral 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 Trustee establishing “control” within the meaning of Section 8-106 of the New York UCC by the Trustee over the Series 2010-1 Cash
Collateral 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 2010
-1 Cash Collateral 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 2010-1 Cash
Collateral Account shall be treated as a financial asset (as defined in Section 8-102(a)(9) of the New York UCC) and (iv) 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.
(f) Administration of the Series 2010-1 Cash Collateral Account . CPF may instruct (by standing instructions or otherwise) the
institution maintaining the Series 2010-1 Cash Collateral Account to invest funds on deposit in the Series 2010-1 Cash Collateral 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 2010-1 Cash
Collateral Account is held with the Paying Agent, in which case such investment may mature on such Distribution Date so long as such funds
shall be available for withdrawal on or prior to such Distribution Date. All such Permitted Investments will be credited to the Series 2010-
1 Cash
Collateral 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 Trustee to become the registered holder of such securities. The Securities Intermediary 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 2010-
1 Cash Collateral Account. CPF
shall not direct the Securities Intermediary 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 principal of such Permitted Investment. In the absence of written investment instructions hereunder,
funds on deposit in the Series 2010-1 Cash Collateral Account shall remain uninvested.
(g) Earnings from Series 2010-1 Cash Collateral Account . All interest and earnings (net of losses and investment expenses) paid on
funds on deposit in the Series 2010-1 Cash Collateral Account shall be deemed to be on deposit therein and available for distribution.
34