Avis 2009 Annual Report Download - page 212

unavailable or for any reason commercially undesirable and (C) the portion of the Available CP Funding Amount with respect to such Match
Funding CP Conduit Purchaser allocable to each CP Tranche must be in an amount equal to $1,000,000 or an integral multiple of $100,000 in
excess thereof and (ii) (A) the portion of the Available APA Bank Funding Amount with respect to any Purchaser Group allocable to each
Eurodollar Tranche must be in an amount equal to $100,000 or an integral multiple of $100,000 in excess thereof, (B) no more than 7 Eurodollar
Tranches with respect to such Purchaser Group shall be outstanding at any one time, (C) after the occurrence and during the continuance of any
Amortization Event or Potential Amortization Event, ABRCF may not elect to allocate any portion of the Available APA Bank Funding Amount
with respect to any Purchaser Group to a Eurodollar Tranche and (D) during the Series 2009-3 Amortization Period, ABRCF may not select any
Eurodollar Period that does not end on or prior to the next succeeding Distribution Date.
(d) On any Business Day, a Match Funding CP Conduit Purchaser may elect that ABRCF no longer be permitted to select CP
Tranches in accordance with Sections 2.7(b) and (c) in respect of the CP Conduit Funded Amount with respect to such CP Conduit Purchaser by
giving ABRCF and the Administrative Agent irrevocable written notice thereof, which notice must be received by ABRCF and the
Administrative Agent at least one Business Day prior to such Business Day. On any Business Day, a Pooled Funding CP Conduit Purchaser may
with the prior written consent of the Administrator (which consent shall not be unreasonably withheld) elect thereafter to allow ABRCF to select
CP Tranches in accordance with Sections 2.7(b) and (c) in respect of the CP Conduit Funded Amount with respect to such CP Conduit Purchaser
by giving ABRCF and the Administrative Agent irrevocable written notice thereof, which notice and consent must be received by ABRCF and
the Administrative Agent at least one Business Day prior to such election. Any CP Conduit Purchaser making an election to change the manner
in which its funding costs in respect of its Series 2009-3 Note are allocated in accordance with this Section 2.7(d) will be both a Match Funding
CP Conduit Purchaser and a Pooled Funding CP Conduit Purchaser during the period that its Series 2009-3 Note is funded on both a “pooled”
and “match funded” basis and its Monthly Funding Costs during that period will be calculated accordingly.
(e) ABRCF shall pay with funds available pursuant to Section 3.3(a) to the Administrative Agent, for the account of each Purchaser
Group, on each Distribution Date, a commitment fee with respect to the Series 2009-3 Interest Period ending on the day preceding such
Distribution Date (the “ Commitment Fee ”) during the period from the Series 2009-3 Closing Date to and including the Expiry Date with
respect to such Purchaser Group in an aggregate amount equal to the sum of the amount for each day in such Series 2009-3 Interest Period equal
to (i) the product of (x) the Commitment Fee Rate for such day and (y) the excess of (1) the Commitment Amount with respect to such Purchaser
Group on such day over (2) the Purchaser Group Invested Amount with respect to such Purchaser Group on such day, divided by (ii) 360. The
Commitment Fees shall be payable monthly in arrears on each Distribution Date.
(f) Calculations of per annum rates under this Supplement shall be made on the basis of a 360- (or 365-/366-
in the case of interest on
the Floating Tranche based on the Prime Rate) day year. Calculations of Commitment Fees shall be made on the basis of a 360-day year. Each
determination of the Adjusted LIBOR Rate by the Administrative Agent shall be conclusive and binding upon each of the parties hereto in the
absence of manifest error.
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