Avis 2009 Annual Report Download - page 143

Subsidiary Guarantor becoming an Unrestricted Subsidiary or concurrently with any direct or indirect sale or disposition (by merger or
otherwise) of any Subsidiary Guarantor or any interest therein not prohibited by the terms of this Indenture (including Section 411 and
Section 501) by the Company or a Restricted Subsidiary, following which such Subsidiary Guarantor is no longer a Restricted Subsidiary
of the Company, (ii) at any time that such Guarantor is released from all of its obligations under all of its Guarantees of payment by the
Company of any Indebtedness of the Company under the Senior Credit Facility (it being understood that a release subject to contingent
reinstatement is still a release, and that if any such Guarantee is so reinstated, such Guarantee shall also be reinstated), provided that the
release of obligations described in this clause (ii) shall not apply to Avis Budget Group, Inc., (iii) upon the merger or consolidation of any
Guarantor with and into the Company or another Guarantor that is the surviving Person in such merger or consolidation, or upon the
liquidation of such Guarantor following or contemporaneously with the transfer of all of its assets to the Company or another Guarantor,
provided that the release of obligations described in this clause (iii) shall not apply to Avis Budget Group, Inc., (iv) upon legal or covenant
defeasance of the Company’s obligations, or satisfaction and discharge of this Indenture, or (v) subject to Section 1302(b), upon payment
in full of all monetary obligations of the Company under this indenture and the Notes, whether for principal of or interest on the Notes,
expenses, indemnification or otherwise. In addition, the Company will have the right, upon 30 days’ notice to the Trustee, to cause any
Subsidiary Guarantor that has not guaranteed payment by the Company of any Indebtedness of the Company under the Senior Credit
Facility to be unconditionally released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon
terminate and be discharged and of no further force or effect.”
ARTICLE II — MISCELLANEOUS
SECTION 2.01. EFFECT OF SUPPLEMENTAL INDENTURE. From and after the effective date of this Third Supplemental Indenture,
the Indenture and the Notes shall be supplemented in accordance herewith, and this Third Supplemental Indenture shall form a part of the
Indenture and the Notes for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered under the Indenture shall
be bound thereby.
SECTION 2.02. REFERENCES TO SUPPLEMENTAL INDENTURE. Any and all notices, requests, certificates and other instruments
executed and delivered after the execution and delivery of this Third Supplemental Indenture may refer to the Indenture without making specific
reference to this Third Supplemental Indenture, but nevertheless all such references shall include this Third Supplemental Indenture unless the
context requires otherwise.
SECTION 2.03. GOVERNING LAW. THIS THIRD SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. THE TRUSTEE, THE COMPANY, ANY OTHER
OBLIGOR IN RESPECT OF THE NOTES AND (BY THEIR ACCEPTANCE OF THE NOTES) THE HOLDERS AGREE TO SUBMIT TO
THE JURISDICTION OF ANY UNITED STATES
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