Avis 2009 Annual Report Download - page 208

Date for an amount that is less than its Maximum Purchaser Group Invested Amount prior to ABRCF’s request for an extension, ABRCF, in its
sole discretion, may accept such extension; provided , however , that such Purchaser Group (x) shall be deemed to be a Non-Extending
Purchaser Group for purposes of Section 3.5 having a Purchaser Group Invested Amount equal to the excess of its Purchaser Group Invested
Amount over a percentage of its Maximum Purchaser Group Invested Amount that will be available after the extension of its Scheduled Expiry
Date equal to the percentage equivalent of a fraction, the numerator of which is the sum of the Purchaser Group Invested Amounts with respect
to all Extending Purchaser Groups, other than such Purchaser Group and any other Purchaser Group reducing its Maximum Purchaser Group
Invested Amount, and the denominator of which is the sum of the Maximum Purchaser Group Invested Amounts of all Extending Purchaser
Groups, other than such Purchaser Group and any other Purchaser Group reducing its Maximum Purchaser Group Invested Amount and (y) shall
be deemed to be an Extending Purchaser Group with a Maximum Purchaser Group Invested Amount equal to the portion of its Maximum
Purchaser Group Invested Amount that will be available after the extension of its Scheduled Expiry Date. In connection with any request by
ABRCF to extend the Scheduled Expiry Date pursuant to this Section 2.6(b), ABRCF shall provide (i) to the Administrative Agent, who shall
provide to each Purchaser Group, on or prior to the effective date of any such extension, a certificate of the principal financial officer of ABRCF
to the effect set forth in Schedule 8.3(d) of the Base Indenture and (ii) notice to the Rating Agencies and Standard & Poor’s of its request to
extend the Scheduled Expiry Date.
(c) On any Business Day during the Series 2009-3 Revolving Period, ABRCF may, upon two (2) Business Days’ prior written notice
to the Administrative Agent (effective upon receipt) (with copies to the Administrator and the Trustee) reduce the Series 2009-3 Maximum
Invested Amount in an amount equal to $10,000,000 or a whole multiple of $1,000,000 in excess thereof; provided that no such termination or
reduction shall be permitted if, after giving effect thereto and to any reduction in the Series 2009-3 Invested Amount on such date, the Purchaser
Group Invested Amount with respect to any Purchaser Group would exceed the Maximum Purchaser Group Invested Amount with respect to
such Purchaser Group then in effect. Any reduction in the Series 2009-3 Maximum Invested Amount shall be made on a pro rata basis to the
Maximum Purchaser Group Invested Amounts with respect to the Purchaser Groups, based on the Maximum Purchaser Group Invested Amount
with respect to each Purchaser Group. Once reduced, the Maximum Purchaser Group Invested Amounts may not be subsequently reinstated
without each such Purchaser Group’s prior written consent, which consent shall be granted or not in the sole discretion of such Purchaser Group.
(d) If, after receiving a request for extension of its Scheduled Expiry Date from ABRCF pursuant to Section 2.6(b), the Funding
Agent with respect to a CP Conduit Purchaser notifies ABRCF in writing of its decision not to extend its Scheduled Expiry Date as requested or
fails to respond to ABRCF’s request within 30 days of its receipt of such request, at the request of ABRCF, such CP Conduit Purchaser and the
APA Banks with respect to such CP Conduit Purchaser shall on a Distribution Date thereafter selected by ABRCF (or such other date as may be
agreed by ABRCF, the Funding Agent and the Administrative Agent) assign all or any portion of their respective rights and obligations under
this Supplement and the Series 2009-3 Notes pursuant to Section 11.1 to a replacement CP Conduit Purchaser and the APA Banks with respect
to such replacement CP Conduit Purchaser selected by ABRCF upon payment by the replacement CP Conduit Purchaser and the APA Banks
with respect to such replacement CP
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