Avis 2010 Annual Report Download - page 293

representations and warranties are expressly made as of another date), as the case may be, that all of the conditions contained in this
Section 3.3(c) have been satisfied.
(d) Upon receipt of any notice required by Section 3.3(a) from CPF, 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 5:00 p.m. (New
York City time) on the day received. After receipt by any Funding Agent with respect to a Purchaser Group of such notice from the
Administrative Agent, such Funding Agent shall, so long as the conditions set forth in Sections 3.3(a) and (c) are satisfied, promptly provide
telephonic notice to the related CP Conduit Purchaser and the related APA Banks of the Series 2006-
1 Closing Date or Increase Date, as the case
may be, and of such Purchaser Group’s Commitment Percentage of the Series 2006-1 Initial Invested Amount or such Increase Amount, as the
case may be. If such CP Conduit Purchaser elects to fund all or a portion of its Commitment Percentage of the Series 2006-1 Initial Invested
Amount or Increase Amount, as the case may be, such CP Conduit Purchaser shall pay in immediately available funds its Commitment
Percentage (or any portion thereof) of the amount of the Series 2006-1 Initial Invested Amount or such Increase on the Series 2006-1 Closing
Date or such Increase Date, as the case may be, to the Funding Agent with respect to such Purchaser Group for deposit into the Series 2006-1
Collection Account. If such CP Conduit Purchaser does not fund the full amount of its Commitment Percentage of the Series 2006-1 Initial
Invested Amount or the Increase Amount, as the case may be, and the related APA Banks are required 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 Series
2006-1 Closing Date or such Increase Date to the Funding Agent with respect to such Purchaser Group for deposit in the Series 2006-1
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 3.3(d) to the Trustee for deposit into the Series 2006-1 Collection Account.
Section 3.4 Sales by CP Conduit Purchasers of Series 2006-1 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
2006-1 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 or otherwise.
Section 3.5 Procedure for Decreasing the Series 2006-1 Invested Amount . On any Business Day prior to the occurrence of an
Amortization Event with respect to the Series 2006-1 Notes, upon the written request of CPF or the Administrator on behalf of CPF, the Series
2006-1 Invested Amount may be reduced (a “ Decrease ”) by the Trustee’s withdrawing from the Series 2006-
1 Principal Subaccount, depositing
into the Series 2006-1 Distribution Account and distributing to the Administrative Agent funds on deposit in the Series 2006-1 Principal
Subaccount on such day in accordance with Section 5.5(b) in an amount not to exceed the amount of such funds on deposit on such day;
provided that (i) CPF 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, in the case of any
such Decrease in an amount less than $100,000,000, and prior to 9:30 a.m. (New York City time) on a Business Day that is at least ten
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