Avis 2010 Annual Report Download - page 540

be delivered to the Securities Intermediary by causing the Securities Intermediary to become the registered holder of such securities. The Trustee
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 Distribution Account. CPF shall not direct the Trustee 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 the purchase price of such Permitted Investments. In the absence of
written investment instructions hereunder, funds on deposit in the Series 2010-1 Distribution Account shall remain uninvested.
(c) Earnings from Series 2010-1 Distribution Account . All interest and earnings (net of losses and investment expenses) paid on
funds on deposit in the Series 2010-1 Distribution Account shall be deemed to be on deposit and available for distribution.
(d) Series 2010-1 Distribution Account and Certain Other Accounts Constitute Additional Collateral for Series 2010-1 Notes . In
order to secure and provide for the repayment and payment of the Note Obligations with respect to the Series 2010-
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 2010-1 Noteholders, all of
CPF’s right, title and interest in and to the following (whether now or hereafter existing or acquired): (i) the Series 2010-1 Distribution Account,
the Series 2010-1 Collection Account, the Series 2010-1 Principal Subaccount and the Series 2010-
1 Accrued Interest Account, including in each
case, any security entitlement thereto; (ii) all funds on deposit in the foregoing accounts from time to time; (iii) all certificates and instruments, if
any, representing or evidencing any or all of the foregoing accounts 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 any of the foregoing accounts, 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 any of the foregoing accounts, 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 2010-1 Other Account Collateral ”). The Trustee
shall possess all right, title and interest in all funds on deposit from time to time in the Series 2010-1 Distribution Account, the Series 2010-1
Collection Account, the Series 2010-1 Principal Subaccount and the Series 2010-1 Accrued Interest Account and in and to all proceeds thereof,
and shall be the only person authorized to originate entitlement orders in respect of the foregoing accounts. The Series 2010-1 Other Account
Collateral shall be under the sole dominion and control of the Trustee for the benefit of the Series 2010-1 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 2010-1 Distribution Account, the Series 2010-1 Collection Account, the Series 2010-1 Principal Subaccount and the Series 2010-1
Accrued Interest 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 any of the foregoing accounts 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.
37