Avis 2009 Annual Report Download - page 243

before the issuance of the Series 2009-3 Notes) of any outstanding Series of Notes with respect to which it is a Rating Agency and (z) a
letter, in form and substance satisfactory to such Funding Agent, from each of Moody’s and Standard & Poor’s confirming the commercial
paper rating of the related CP Conduit Purchaser after giving effect to such CP Conduit Purchaser’s purchase of Series 2009-3 Notes (and
any fees of the Rating Agencies in connection with the delivery of such letters shall have been paid by or on behalf of ABRCF).
(k) UCC Filings . The Administrative Agent shall have received (i) executed originals of any documents (including, without
limitation, financing statements) required to be filed in each jurisdiction necessary to perfect the security interest of the Trustee in the
Series 2009-3 Collateral and (ii) evidence reasonably satisfactory to it of each such filing and reasonably satisfactory evidence of the
payment of any necessary fee or tax relating thereto.
(l) Proceedings . All corporate and other proceedings and all other documents and legal matters in connection with the transactions
contemplated by the Related Documents shall be satisfactory in form and substance to each Funding Agent and its counsel.
(m) Series 2009-3 Note . ABRCF shall have issued and directed the Trustee to authenticate, and the Trustee shall have authenticated,
a Series 2009-3 Note in the name of each Funding Agent with respect to each Purchaser Group in an amount equal to the Maximum
Purchaser Group Invested Amount with respect to such Purchaser Group, and shall have delivered such Series 2009-3 Note to such
Funding Agent.
ARTICLE VII
CHANGE IN CIRCUMSTANCES
Section 7.1. Increased Costs . (a) If any Change in Law (except with respect to Taxes which shall be governed by Section 7.2) shall:
(i) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the
account of, or credit extended by, any Affected Party (except any such reserve requirement reflected in the Adjusted LIBO Rate); or
(ii) impose on any Affected Party or the London interbank market any other condition affecting the Indenture or the Related
Documents or the funding of Eurodollar Tranches by such Affected Party;
and the result of any of the foregoing shall be to increase the cost to such Affected Party of making, converting into, continuing or maintaining
Eurodollar Tranches (or maintaining its obligation to do so) or to reduce any amount received or receivable by such Affected Party hereunder or
in connection herewith (whether principal, interest or otherwise), then ABRCF will pay to
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