Avis 2010 Annual Report Download - page 345

decision of a court of competent jurisdiction to have resulted from such related Funding Agent’s gross negligence or willful misconduct. The
agreements in this Section shall survive the payment of all amounts payable hereunder.
ARTICLE XII
GENERAL
Section 12.1 Successors and Assigns .
(a) This Series Supplement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and
assigns, except that CPF may not assign or transfer any of its rights under this Series Supplement without the prior written consent of all of the
Series 2006-1 Noteholders, no CP Conduit Purchaser may assign or transfer any of its rights under this Series Supplement other than in
accordance with the Asset Purchase Agreement with respect to such CP Conduit Purchaser or otherwise to the APA Bank with respect to such
CP Conduit Purchaser or a Program Support Provider with respect to such CP Conduit Purchaser or pursuant to clause (b) or (e) below of this
Section 12.1 and no APA Bank may assign or transfer any of its rights or obligations under this Series Supplement except to a Program Support
Provider or pursuant to clause (c), (d) or (e) below of this Section 12.1. Notwithstanding anything to the contrary set forth herein or any Series
2006-1 Related Document, any CP Conduit Purchaser may at any time, without the consent of CPF, transfer and assign all or a portion of the
Purchaser Group Invested Amount with respect to such CP Conduit Purchaser and all of its rights and obligations under this Series Supplement
and any other Series 2006-1 Related Documents to which it is a party (or otherwise to which it has rights) to the APA Bank with respect to such
CP Conduit Purchaser.
(b) Without limiting the foregoing, each CP Conduit Purchaser may assign, without the consent of CPF, all or a portion of the
Purchaser Group Invested Amount with respect to such CP Conduit Purchaser and its rights and obligations under this Series Supplement and
any other Series 2006-1 Related Documents to which it is a party (or otherwise to which it has rights) to a Conduit Assignee with respect to such
CP Conduit Purchaser. Prior to or concurrently with the effectiveness of any such assignment (or if impracticable, immediately thereafter), the
assigning CP Conduit Purchaser shall notify the Administrative Agent, CPF, the Trustee and the Administrator thereof. Upon such assignment
by a CP Conduit Purchaser to a Conduit Assignee, (A) such Conduit Assignee shall be the owner of the Purchaser Group Invested Amount or
such portion thereof with respect to such CP Conduit Purchaser, (B) the related administrative or managing agent for such Conduit Assignee
shall act as the administrative agent for such Conduit Assignee hereunder, with all corresponding rights and powers, express or implied, granted
to the Funding Agent hereunder or under the other Series 2006-1 Related Documents, (C) such Conduit Assignee and its liquidity support
provider(s) and credit support provider(s) and other related parties shall have the benefit of all the rights and protections provided to such CP
Conduit Purchaser herein and in the other Series 2006-1 Related Documents (including, without limitation, any limitation on recourse against
such Conduit Assignee as provided in this paragraph), (D) such Conduit Assignee shall assume all of such CP Conduit Purchaser’
s obligations, if
any, hereunder or under the Base Indenture or under any other Series 2006-1 Related Document with respect to such portion of the Purchaser
Group
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