Avis 2009 Annual Report Download - page 181

“ Eurodollar Tranche ”
means, with respect to any Purchaser Group, a portion of the APA Bank Funded Amount with respect to such
Purchaser Group allocated to a particular Eurodollar Period and an Adjusted LIBO Rate determined by reference thereto.
“ Excess Collections ” is defined in Section 3.3(e)(i).
“ Excluded Taxes ”
means, with respect to the Administrative Agent, any CP Conduit Purchaser, any APA Bank, any Funding Agent,
any Program Support Provider or any other recipient of any payment to be made by or on account of any obligation of ABRCF hereunder,
(a) income or franchise taxes imposed on (or measured by) its net income by the United States of America or by any other Governmental
Authority, in each case, as a result of a present or former connection between the United States of America or the jurisdiction of such
Governmental Authority imposing such tax, as the case may be, and the Administrative Agent, such CP Conduit Purchaser, such APA Bank,
such Funding Agent, such Program Support Provider or any other such recipient (except a connection arising solely from the Administrative
Agent’s, such CP Conduit Purchaser’s, such APA Bank’s, such Program Support Provider’s or such recipient’s having executed, delivered or
performed its obligations hereunder, receiving a payment hereunder or enforcing the Series 2009-3 Notes) and (b) any branch profits tax
imposed by the United States of America or any similar tax imposed by any other jurisdiction in which ABRCF is located (except any such
branch profits or similar tax imposed as a result of a connection with the United States of America or other jurisdiction as a result of a
connection arising solely from the Administrative Agent’s, such CP Conduit Purchaser’s, such APA Bank’s, such Program Support Provider’
s or
such recipient’s having executed, delivered or performed its obligations hereunder, receiving a payment hereunder or enforcing the Series 2009-
3 Notes).
“ Expiry Date ” means, with respect to any Purchaser Group, the earlier of (a) the Scheduled Expiry Date with respect to such
Purchaser Group and (b) the date on which an Amortization Event with respect to the Series 2009-3 Notes shall have been declared or
automatically occurred.
“ Extending Purchaser Group ” means a Purchaser Group other than a Non-Extending Purchaser Group.
“ Federal Funds Effective Rate ” means, for any day, the weighted average (rounded upwards, if necessary, to the next 1/100 of 1%)
of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as
published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is
a Business Day, the average (rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for such day of such transactions
received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it.
“ Fee Letter ” means the letter dated the date hereof, from ABRCF addressed to the Administrative Agent and each of the CP
Conduit Purchasers, the Funding Agents and the APA Banks setting forth certain fees payable from time to time to the Purchaser Groups, as
such letter may be amended or replaced from time to time.
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