Avis 2010 Annual Report Download - page 368

EXHIBIT E
to
Series 2006-
1
Supplement
[FORM OF TRANSFER SUPPLEMENT]
TRANSFER SUPPLEMENT, dated as of , among [NAME OF APA BANK] (the “ Transferor ”), each
purchaser listed as an Acquiring APA Bank on the signature pages hereof (each, an “ Acquiring APA Bank ”),
the Funding Agent with respect to
such Acquiring APA Bank listed in the signature pages hereof (each, a “ Funding Agent ”), CENTRE POINT FUNDING, LLC, a Delaware
limited liability company (the “ Company ”) and Deutsche Bank Securities, Inc., as Administrative Agent (in such capacity, the “
Administrative
Agent ”) and Budget Truck Rental LLC, as Administrator (the “ Administrator ”).
W I T N E S S E T H :
WHEREAS, this Transfer Supplement is being executed and delivered in accordance with subsection 12.1(c) of the Second
Amended and Restated Series 2006-1 Supplement, dated as of December 3, 2010 (as from time to time amended, supplemented or otherwise
modified in accordance with the terms thereof, the “ Series 2006-1 Supplement ”; terms defined therein being used herein as therein defined),
among the Company, the Administrator, the CP Conduit Purchasers, the APA Banks and the Funding Agents named therein, the Administrative
Agent and The Bank of New York Mellon Trust Company, N.A., as trustee (the “ Trustee ”) and Series 2006-1 Agent, to the Amended and
Restated Base Indenture, dated as of March 9, 2010 (as may be amended, supplemented or otherwise modified, the “ Base Indenture ” and,
together with the Series 2006-1 Supplement, the “ Indenture ”), between the Company and the Trustee;
WHEREAS, each Acquiring APA Bank (if it is not already an existing APA Bank) wishes to become an APA Bank party to the
Series 2006-1 Supplement; and
WHEREAS, the Transferor is selling and assigning to each Acquiring APA Bank, rights, obligations and commitments under the
Series 2006-1 Supplement and the Series 2006-1 Notes;
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. Upon the execution and delivery of this Transfer Supplement by each Acquiring APA Bank, each Funding Agent, the Transferor,
the Company, the Administrator and the Administrative Agent (the date of such execution and delivery, the “ Transfer Issuance Date ”), each
Acquiring APA Bank shall be an APA Bank party to the Series 2006-1 Supplement for all purposes thereof.
2. The Transferor acknowledges receipt from each Acquiring APA Bank of an amount equal to the purchase price, as agreed between
the Transferor and such Acquiring APA Bank (the “ Purchase Price ”), of the portion being purchased by such Acquiring APA Bank (such
Acquiring APA Bank’s “ Purchased Percentage ”) of the Transferor’s Commitment under the Series 2006-1 Supplement and the Transferor’s
Purchaser Group Invested Amount. The