Avis 2010 Annual Report Download - page 576

ANNEX C
CERTIFICATE OF TERMINATION DEMAND
[Series 2010-1 Letter of Credit Provider]
Facsimile number [ ]
Alternately to [ ]
Attention: [ ]
Certificate of Termination Demand under the Irrevocable Letter of Credit No. [ ] (the “ Series 2010-1 Letter of Credit ”; the
terms defined therein and not otherwise defined herein being used herein as therein defined or incorporated), dated [ ], 20 , issued by
[ ], as the Series 2010-1 Letter of Credit Provider, in favor of The Bank of New York Mellon Trust Company, N.A., as trustee (in such
capacity, the “ Trustee ”),
under that certain Amended and Restated Base Indenture (as may be amended from time to time in accordance with its
terms, the “ Base Indenture ”), dated as of March 9, 2010, between the Trustee and Centre Point Funding, LLC (“ CPF ”), as supplemented by
that certain Series 2010-1 Supplement thereto (the “ Series 2010-1 Supplement ” and, together with the Base Indenture, the “ Indenture ”), dated
as of March 9, 2010, among CPF, the Trustee and The Bank of New York Mellon Trust Company, N.A., as Series 2010-1 Agent and Securities
Intermediary.
The undersigned, a duly authorized officer of the Trustee, hereby certifies to the Series 2010-1 Letter of Credit Provider as follows:
1. [ ] is the Trustee under the Indenture.
2. The Trustee is making a drawing under the Series 2010-1 Letter of Credit as required by Section 4.8[(b)] [(c)] of the Series 2010-1
Supplement in an amount equal to $ (the “ Termination Disbursement ”), which amount is equal to the lesser of (i) the Pro Rata Share of
the greater of (A) the excess, if any, of the Series 2010-1 Required Enhancement Amount over the Series 2010-1 Enhancement Amount,
excluding the Letter of Credit Amount as in effect on the date of this certificate and (B) the excess, if any, of the Series 2010-1 Required
Liquidity Amount over the Series 2010-1 Liquidity Amount, excluding the Letter of Credit Amount on the date of this certificate and (ii) the
Letter of Credit Amount as in effect on the date of this certificate.
3. You are requested to deliver an amount equal to the Termination Disbursement pursuant to the following instructions:
[Insert payment instructions for wire to the
Trustee and payment date]
4. The Trustee acknowledges that, pursuant to the terms of the Series 2010-1 Letter of Credit, upon the Series 2010-
1 Letter of Credit
Provider’
s honoring in full the draw amount set forth in this certificate, the Letter of Credit Amount shall be automatically reduced by an amount
equal to the amount paid by the Series 2010
-
1 Letter of Credit in respect of such draw.