Avis 2009 Annual Report Download - page 206

to fund the portion thereof not funded by the CP Conduit Purchaser, each such APA Bank shall pay in immediately available funds its APA
Bank Percentage of such portion on the related Increase Date to the Funding Agent with respect to such Purchaser Group for deposit in the
Series 2009-
3 Collection Account. Each Funding Agent shall remit the amounts received by it from its CP Conduit Purchaser or the related APA
Banks pursuant to this Section 2.3(d) to the Trustee for deposit into the Series 2009-3 Collection Account.
Section 2.4. Sales by CP Conduit Purchasers of Series 2009-3 Notes to APA Banks . Notwithstanding any limitation to the contrary
contained herein, each CP Conduit Purchaser may, in its own discretion, at any time, sell or assign all or any portion of its interest in its Series
2009-3 Note to any Conduit Assignee or to the APA Banks with respect to such CP Conduit Purchaser pursuant to, and subject to the terms and
conditions of, the Asset Purchase Agreement with respect to such CP Conduit Purchaser.
Section 2.5. Procedure for Decreasing the Series 2009-3 Invested Amount; Optional Termination .
(a) On any Business Day prior to the occurrence of an Amortization Event, upon the written request of ABRCF or the Administrator
on behalf of ABRCF, the Series 2009-3 Invested Amount may be reduced (a “ Decrease ”) by the Trustee’s withdrawing (as set forth in such
request) funds on deposit in the Series 2009-3 Excess Collection Account on such Business Day in an amount not to exceed the amount of such
funds on deposit therein on such Business Day (after giving effect to any application pursuant to clauses (i), (ii) and (iii) of Section 3.2(e)),
depositing such funds into the Series 2009-
3 Distribution Account and distributing such funds to the Administrative Agent on such Business Day
in accordance with Section 3.5(b); provided that ABRCF shall have given the Administrative Agent (with a copy to the Trustee) irrevocable
written notice (effective upon receipt) of the amount of such Decrease prior to 9:30 a.m. (New York City time) on the second Business Day prior
to such Decrease; provided , further , that any such Decrease shall be in an amount equal to $10,000,000 and integral multiples of $1,000,000 in
excess thereof (or if such Decrease will be used to reduce one or more Non-Extending Purchaser Group’s Purchaser Group Invested Amounts,
such Decrease may be in such amount as is necessary to reduce the Purchaser Group Invested Amounts of all such Non-Extending Purchaser
Groups to zero). Upon each Decrease, the Administrative Agent shall indicate in its records such Decrease and the Purchaser Group Invested
Amount outstanding with respect to each Purchaser Group after giving effect to such Decrease. Upon receipt of any notice required by
Section 2.5(a) from ABRCF, the Administrative Agent shall forward (by telecopy or electronic messaging system) a copy of such notice to the
Funding Agent with respect to each Purchaser Group, no later than 1:00 p.m. (New York City time) on the Business Day received.
(b) On any Business Day, ABRCF shall have the right to deliver an irrevocable written notice (an “ Optional Termination Notice ”)
to the Administrative Agent, the Trustee, the Administrator, Standard & Poor’s and the Rating Agencies in which ABRCF declares that the
Commitments shall terminate on the date (the “ Optional Termination Date ”) set forth in such notice (which date, in any event, shall be a
Distribution Date not less than twenty Business Days from the date on which such notice is delivered). Upon receipt of any Optional
Termination Notice from ABRCF, the Administrative Agent shall promptly notify the Funding Agent with respect to each Purchaser Group
thereof.
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