Avis 2009 Annual Report Download - page 262

as so supplemented by this Supplement shall be read, taken, and construed as one and the same instrument.
Section 11.9. Counterparts . This Supplement may be executed in any number of counterparts, each of which so executed shall be
deemed to be an original, but all of such counterparts shall together constitute but one and the same instrument.
Section 11.10. Governing Law . This Supplement shall be construed in accordance with the law of the State of New York, and the
obligations, rights and remedies of the parties hereto shall be determined in accordance with such law.
Section 11.11. Amendments . This Supplement may be modified or amended from time to time in accordance with the terms of the
Base Indenture; provided , however , that if, pursuant to the terms of the Base Indenture or this Supplement, the consent of the Required
Noteholders is required for an amendment or modification of this Supplement, such requirement shall be satisfied if such amendment or
modification is consented to by the Requisite Noteholders; provided , further , that any amendment that would materially and adversely affect
any Series 2009-3 Noteholder shall also require that Standard & Poor’s has confirmed that such amendment shall not result in a withdrawal or
downgrade of the rating of the Commercial Paper issued by any CP Conduit Purchaser whose Commercial Paper is rated by Standard & Poor’s
at the time of such amendment.
Section 11.12. Discharge of Indenture
. Notwithstanding anything to the contrary contained in the Base Indenture, no discharge of the
Indenture pursuant to Section 11.1(b) of the Base Indenture will be effective as to the Series 2009-3 Notes without the consent of the Requisite
Noteholders.
Section 11.13. Capitalization of ABRCF . ABRCF agrees that on the Series 2009-3 Closing Date and on the date of any increase in
the Series 2009-3 Maximum Invested Amount it will have capitalization in an amount equal to or greater than 3% of the sum of (x) the Series
2009-3 Maximum Invested Amount and (y) the invested amount of each other Series of Notes outstanding on such date.
Section 11.14. Series 2009-3 Demand Notes . Other than pursuant to a demand thereon pursuant to Section 3.5, ABRCF shall not
reduce the amount of the Series 2009-3 Demand Notes or forgive amounts payable thereunder so that the outstanding principal amount of the
Series 2009-3 Demand Notes after such reduction or forgiveness is less than the Series 2009-3 Letter of Credit Liquidity Amount. ABRCF shall
not agree to any amendment of the Series 2009-
3 Demand Notes without the consent of the Requisite Noteholders and without first satisfying the
Rating Agency Confirmation Condition and the Rating Agency Consent Condition.
Section 11.15. Termination of Supplement . This Supplement shall cease to be of further effect when all outstanding Series 2009-3
Notes theretofore authenticated and issued have been delivered (other than destroyed, lost, or stolen Series 2009
-3 Notes which have been
replaced or paid) to the Trustee for cancellation and ABRCF has paid all sums payable hereunder and, if the Series 2009-3 Demand Note
Payment Amount on the Series 2009-3 Letter of Credit Termination Date was greater than zero, the Series 2009-3 Cash Collateral Account
Surplus shall
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