Avis 2009 Annual Report Download - page 186

depositary institution or trust company incorporated under the laws of the United States of America or any state thereof whose short-term debt is
rated “P-1” by Moody’s and “A-1” or higher by Standard & Poor’s and subject to supervision and examination by Federal or state banking or
depositary institution authorities; provided , however , that at the earlier of (x) the time of the investment and (y) the time of the contractual
commitment to invest therein, the certificates of deposit or short-term deposits, if any, or long-term unsecured debt obligations (other than such
obligation whose rating is based on collateral or on the credit of a Person other than such institution or trust company) of such depositary
institution or trust company shall have a credit rating from Standard & Poor’s of “A-1+”, in the case of certificates of deposit or short-term
deposits, or a rating from Standard & Poor’s not lower than “AA”, in the case of long-term unsecured debt obligations; (iii) commercial paper
having, at the earlier of (x) the time of the investment and (y) the time of the contractual commitment to invest therein, a rating from Standard &
Poor’s of “A-1+” and a rating from Moody’s of “P-1”; (iv) bankers’ acceptances issued by any depositary institution or trust company described
in clause (ii) above; (v) investments in money market funds (x) rated “AAm” by Standard & Poor’s or otherwise approved in writing by
Standard & Poor’s and (y) rated “Aaa” by Moody’s or otherwise approved in writing by Moody’s; (vi) Eurodollar time deposits having a credit
rating from Standard & Poor’s of “A-1+” and a credit rating from Moody’s of at least “A3” or “P-1”; (vii) repurchase agreements involving any
of the Permitted Investments described in clauses (i) and ( vi) above and the certificates of deposit described in clause (ii ) above which are
entered into with a depository institution or trust company, having a commercial paper or short-term certificate of deposit rating of “A-1+” by
Standard & Poor’s and “P-1” by Moody’s or which otherwise is approved as to collateralization by the Rating Agencies; and (viii) any other
instruments or securities, if the Rating Agencies confirm in writing that the investment in such instruments or securities will not adversely affect
any rating with respect to the Series 2009-3 Notes and, so long as Standard & Poor’s rates the Commercial Paper issued by any CP Conduit
Purchaser, Standard & Poor’s confirms in writing that the investment in such instruments or securities will not adversely affect any rating of the
Commercial Paper issued by any CP Conduit Purchaser whose Commercial Paper is rated by Standard & Poor’s at such time.
“ Pooled Funding CP Conduit Purchaser ” means each CP Conduit Purchaser that is not a Match Funding CP Conduit Purchaser.
“ Preference Amount ” means any amount previously distributed to a member or members of a Purchaser Group on or relating to a
Series 2009-3 Note that is recoverable or that has been recovered as a voidable preference by the trustee in a bankruptcy proceeding of a
Demand Note Issuer pursuant to the Bankruptcy Code in accordance with a final nonappealable order of a court having competent jurisdiction.
“ Pre-Preference Period Demand Note Payments ” means, as of any date of determination, the aggregate amount of all proceeds of
demands made on the Series 2009-3 Demand Notes included in the Series 2009-3 Demand Note Payment Amount as of the Series 2009-3 Letter
of Credit Termination Date that were paid by the Demand Note Issuers more than one year before such date of determination; provided ,
however , that if an Event of Bankruptcy (or the occurrence of an event described in clause (a) of the definition thereof, without the lapse of a
period of 60 consecutive days) with respect to a Demand Note Issuer occurs during such one-year period, (x) the Pre-Preference Period Demand
Note Payments as of any date during the
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