Avis 2010 Annual Report Download - page 335

of all amounts payable hereunder and thereunder. A certificate as to any additional amounts payable pursuant to the foregoing sentence
submitted by any Funding Agent on behalf of a Purchaser Group to CPF shall be conclusive absent manifest error.
Section 8.4 Alternate Rate of Interest. If prior to the commencement of any Eurodollar Period :
(a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and
reasonable means do not exist for ascertaining the Adjusted LIBO Rate for such Eurodollar Period, or
(b) the Administrative Agent is advised by any APA Bank that the Adjusted LIBO Rate for such Eurodollar Period will not
adequately and fairly reflect the cost to such APA Bank of making or maintaining the Eurodollar Tranches during such Eurodollar Period,
then the Administrative Agent shall promptly give telecopy or telephonic notice thereof to CPF and the Trustee, whereupon until the
Administrative Agent notifies CPF and the Trustee that the circumstances giving rise to such notice no longer exist, the Available APA Bank
Funding Amount with respect to any Purchaser Group (in the case of clause (a) above) or with respect to the related Purchaser Group (in the case
of clause (b) above) shall not be allocated to any Eurodollar Tranche.
Section 8.5 Mitigation Obligations . If an Affected Party requests compensation under Section 8.1, or if CPF is required to pay any
additional amount to any Purchaser Group or any Governmental Authority for the account of any Purchaser Group pursuant to Section 8.2, then,
upon written notice from CPF, such Affected Party or Purchaser Group, as the case may be, shall use commercially reasonable efforts to
designate a different lending office for funding or booking its obligations hereunder or to assign its rights and obligations hereunder to another of
its offices, branches or affiliates, which pays a price for such assignment which is acceptable to such Purchaser Group and its assignee, in the
judgment of such Affected Party or Purchaser Group, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to
Section 8.1 or 8.2, as the case may be, in the future and (ii) would not subject such Affected Party or Purchaser Group to any unreimbursed cost
or expense and would not otherwise be disadvantageous to such Affected Party or Purchaser Group. CPF hereby agrees to pay all reasonable
costs and expenses incurred by such Affected Party or Purchaser Group in connection with any such designation or assignment.
ARTICLE IX
REPRESENTATIONS AND WARRANTIES, COVENANTS
Section 9.1 Representations and Warranties of CPF and the Administrator .
(a) CPF and the Administrator each hereby represents and warrants to the Trustee, the Administrative Agent, each Funding Agent,
each CP Conduit Purchaser and each APA Bank that:
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