Avis 2010 Annual Report Download - page 348

(a) If any CP Conduit Purchaser or APA Bank in a Purchaser Group (a “ Benefited Purchaser Group ”) shall at any time receive in
respect of its Purchaser Group Invested Amount any distribution of principal, interest, Commitment Fees or any interest thereon, or receive any
collateral in respect thereof (whether voluntarily or involuntarily, by set-off or otherwise) in a greater proportion than any such distribution
received by any other Purchaser Group, if any, in respect of such other Purchaser Group’
s Purchaser Group Invested Amount, or interest thereon,
the APA Banks in such Benefited Purchaser Group shall purchase for cash from the CP Conduit Purchaser or APA Banks in the other Purchaser
Group such portion of such other CP Conduit Purchaser’s or APA Banks’ interest in the Series 2006-1 Notes, or shall provide such other CP
Conduit Purchaser or APA Bank with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited
Purchaser Group to share the excess payment or benefits of such collateral or proceeds ratably with the other Purchaser Group; provided ,
however , that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Purchaser Group, such
purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. CPF agrees that
any CP Conduit Purchaser or APA Bank so purchasing a portion of another Purchaser Group’s Purchaser Group Invested Amount may exercise
all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such CP Conduit Purchaser or
APA Bank were the direct holder of such portion.
(b) In addition to any rights and remedies of the Purchaser Groups provided by law, each CP Conduit Purchaser and APA Bank shall
have the right, without prior notice to CPF, any such notice being expressly waived by CPF to the extent permitted by applicable law, upon any
amount becoming due and payable by CPF hereunder or under the Series 2006-1 Notes to set-off and appropriate and apply against any and all
deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any
currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Purchaser
Group to or for the credit or the account of CPF. Each CP Conduit Purchaser and APA Bank agrees promptly to notify CPF, the Administrator
and the Administrative Agent after any such set-off and application made by such CP Conduit Purchaser or APA Bank; provided that the failure
to give such notice shall not affect the validity of such set-off and application.
Section 12.4 No Bankruptcy Petition .
(a) Each of the Administrative Agent, the CP Conduit Purchasers, the APA Banks and the Funding Agents hereby covenants and
agrees that, prior to the date which is one year and one day after the later of payment in full of all Series of Notes, it will not institute against, or
join any other Person in instituting against, CPF any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other
similar proceedings under any federal or state bankruptcy or similar law.
(b) CPF, the Administrator, the Trustee, the Administrative Agent, each Funding Agent and each APA Bank hereby covenants and
agrees that, prior to the date which is one year and one day after the payment in full of all outstanding Commercial Paper issued by, or for the
benefit of, a CP Conduit Purchaser, it will not institute against, or join any other Person in instituting against, such CP Conduit Purchaser (or the
Person issuing Commercial Paper for the
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