Avis 2009 Annual Report Download - page 204

shall constitute prima facie evidence of the outstanding Purchaser Group Invested Amounts and outstanding Series 2009-3 Invested Amount
from time to time. Upon a written request from the Trustee, the Administrative Agent shall provide in writing the identity of the Purchaser
Groups, the related Funding Agents, the Purchaser Group Invested Amount for each Purchaser Group and the Commitment Percentage with
respect to such Purchaser Group to the Trustee.
Section 2.3. Procedure for Initial Issuance and for Increasing the Series 2009-3 Invested Amount .
(a) Subject to Section 2.3(c), (i) on the Series 2009-3 Closing Date, each CP Conduit Purchaser may agree, in its sole discretion, to
purchase, and the APA Banks with respect to such CP Conduit Purchaser shall agree to purchase, a Series 2009-3 Note in accordance with
Section 2.1 and (ii) on any Business Day during the period from the Effective Date to and including the Expiry Date with respect to a CP
Conduit Purchaser, such CP Conduit Purchaser may agree, in its sole discretion, and each APA Bank with respect to such CP Conduit Purchaser
hereby agrees that the Purchaser Group Invested Amount with respect to such Purchaser Group may be increased by an amount equal to its APA
Bank Percentage of the Commitment Percentage with respect to such Purchaser Group of the Increase Amount (an “ Increase ”), upon the
request of ABRCF (each date on which an increase in the Series 2009-3 Invested Amount occurs hereunder being herein referred to as the “
Increase Date ” applicable to such Increase); provided , however , that ABRCF shall have given the Administrative Agent (with a copy to the
Trustee) irrevocable written notice (effective upon receipt), by telecopy (receipt confirmed), substantially in the form of Exhibit B , of such
request no later than 3:00 p.m. (New York City time) on the second Business Day prior to the Series 2009-3 Closing Date or such Increase Date,
as the case may be. Such notice shall state (x) the Series 2009-3 Closing Date or the Increase Date, as the case may be, and (y) the initial
invested amount (the “ Series 2009-3 Initial Invested Amount ”) or the proposed amount of the increase in the Series 2009-3 Invested Amount
(an “ Increase Amount ”), as the case may be.
(b) If a CP Conduit Purchaser elects not to fund the full amount of its Commitment Percentage of the Series 2009-3 Initial Invested
Amount or a requested Increase, such CP Conduit Purchaser shall notify the Administrative Agent and the Funding Agent with respect to such
CP Conduit Purchaser, and each APA Bank with respect to such CP Conduit Purchaser shall fund its APA Bank Percentage of the portion of the
Commitment Percentage with respect to such Purchaser Group of the Series 2009-3 Initial Invested Amount or such Increase, as the case may
be, not funded by such CP Conduit Purchaser.
(c) No Purchaser Group shall be required to make the initial purchase of a Series 2009-3 Note on the Series 2009-3 Closing Date or
to increase its Purchaser Group Invested Amount on any Increase Date hereunder unless:
(i) such Purchaser Group’s Commitment Percentage of the Series 2009-3 Initial Invested Amount or such Increase Amount is equal
to (A) $1,000,000 or an integral multiple of $100,000 in excess thereof or (B) if less, the excess of the Maximum Purchaser Group Invested
Amount with respect to such Purchaser Group over the Purchaser Group Invested Amount with respect to such Purchaser Group;
32