Avis 2010 Annual Report Download - page 346

Invested Amount and such CP Conduit Purchaser shall be released from such obligations, (E) all distributions in respect of the Purchaser Group
Invested Amount or such portion thereof with respect to such CP Conduit Purchaser shall be made to the applicable agent or administrative
agent, as applicable, on behalf of such Conduit Assignee, (F) the definitions of the terms “Monthly Funding Costs” and “Discount” shall be
determined in the manner set forth in the definition of “Monthly Funding Costs” and “Discount” applicable to such CP Conduit Purchaser on the
basis of the interest rate or discount applicable to commercial paper issued by such Conduit Assignee (rather than such CP Conduit Purchaser),
(G) the defined terms and other terms and provisions of this Series Supplement, the Base Indenture and the other Series 2006-1 Related
Documents shall be interpreted in accordance with the foregoing, and (H) if requested by the Administrative Agent or the agent or administrative
agent with respect to the Conduit Assignee, the parties shall execute and deliver such further agreements and documents and take such other
actions as the Administrative Agent or such agent or administrative agent may reasonably request to evidence and give effect to the foregoing.
No assignment by any CP Conduit Purchaser to a Conduit Assignee of the Purchaser Group Invested Amount with respect to such CP Conduit
Purchaser shall in any way diminish the obligations of the APA Bank with respect to such CP Conduit Purchaser under Section 3.3 to fund any
Increase.
(c) Any APA Bank may, in the ordinary course of its business and in accordance with applicable law, at any time sell all or any part
of its rights and obligations under this Series Supplement and the Series 2006-1 Notes, with the prior written consent of the Administrative
Agent, CPF and the Administrator (in each case, which consent shall not be unreasonably withheld), to one or more banks (an “ Acquiring APA
Bank ”) pursuant to a transfer supplement, substantially in the form of Exhibit E (the “ Transfer Supplement ”), executed by such Acquiring
APA Bank, such assigning APA Bank, the Funding Agent with respect to such APA Bank, the Administrative Agent, CPF and the Administrator
and delivered to the Administrative Agent. Notwithstanding the foregoing, no APA Bank shall so sell its rights hereunder if such Acquiring APA
Bank is not an Eligible Assignee.
(d) Any APA Bank may, in the ordinary course of its business and in accordance with applicable law, at any time sell to one or more
financial institutions or other entities (“ Participants ”) participations in its APA Bank Percentage of the Maximum Purchaser Group Invested
Amount with respect to it and the other APA Banks included in the related Purchaser Group, its Series 2006-1 Note and its rights hereunder
pursuant to documentation in form and substance satisfactory to such APA Bank and the Participant; provided , however , that (i) in the event of
any such sale by an APA Bank to a Participant, (A) such APA Bank’s obligations under this Series Supplement shall remain unchanged,
(B) such APA Bank shall remain solely responsible for the performance thereof and (C) CPF and the Administrative Agent shall continue to deal
solely and directly with such APA Bank in connection with its rights and obligations under this Series Supplement and (ii) no APA Bank shall
sell any participating interest under which the Participant shall have rights to approve any amendment to, or any consent or waiver with respect
to, this Series Supplement, the Base Indenture or any Series 2006-1 Related Document, except to the extent that the approval of such
amendment, consent or waiver otherwise would require the unanimous consent of all APA Banks hereunder. A Participant shall have the right to
receive Article VIII Costs but only to the extent that the related selling APA Bank would have had such right absent the sale of the related
participation and, with
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