Avis 2010 Annual Report Download - page 385

EXHIBIT H
otherwise defined herein shall have the meaning set forth in the Series 2006-1 Supplement and the Base Indenture.
Upon the earliest of (i) the date on which the Series 2006-1 Letter of Credit Provider honors a Termination Date Demand presented
hereunder, (ii) the date on which the Series 2006-1 Letter of Credit Provider receives written notice from you that this Series 2006-1 Letter of
Credit has been replaced by an alternate letter of credit and such alternate letter of credit has been received by you, (iii) the date on which the
Series 2006-1 Letter of Credit Provider receives written notice from you substantially in the form attached hereto as Annex F , and (iv) the
Scheduled Expiration Date, this Series 2006-1 Letter of Credit shall automatically terminate and you shall surrender this Series 2006-1 Letter of
Credit to the undersigned Series 2006-1 Letter of Credit Provider on such day; provided , however , that a failure to surrender this Series 2006-1
Letter of Credit following any such date will have no effect on such termination, and this Series 2006-1 Letter of Credit will be considered
terminated notwithstanding any such failure to surrender.
The Series 2006-1 Letter of Credit Provider irrevocably authorizes you to draw on it, in accordance with the terms and conditions
and subject to the reductions in amount as hereinafter set forth, (1) in one or more drawings by the Trustee pursuant to the Trustee’s written and
completed certificate signed by the Trustee in the form of Annex A attached hereto (any such certificate being a “ Lease Deficit Demand ”),
(2) in one or more drawings by the Trustee pursuant to the Trustee’s written and completed certificate signed by the Trustee in the form of
Annex B attached hereto (any such certificate being an “ Unpaid Demand Note Demand ”), (
3) in a single drawing by the Trustee pursuant to the
Trustee’s written and completed certificate signed by the Trustee in the form of Annex C attached hereto (such certificate being a “ Termination
Demand ”); provided that only one such Termination Demand may be made hereunder and (4) in a single drawing by the Trustee pursuant to the
Trustee’s written and completed certificate signed by the Trustee in the form of Annex D attached hereto (such certificate being a “ Termination
Date Demand ”); provided that only one such Termination Date Demand may be made hereunder. All certificates in the form of Annexes A
through D pursuant to the above are each referred to herein as a “ Demand ”.
All Demands are payable at sight on a Business Day, in the amount equal to the amount set forth in such Demand but not exceeding
the Letter of Credit Amount as in effect on such Business Day, having a cover letter clearly marked “PAYMENT DEMAND-IMMEDIATE
ACTION REQUIRED”, and shall be made by presentation of each cover letter and Demand dated the date of its presentation, by facsimile (at
facsimile number ([ ]) [ ]), Attention: [ ]. or electronic transmission, without further need of documentation, including the
original of this Series 2006-1 Letter of Credit, it being understood that each Demand so submitted is to be the sole operative instrument of
drawing. You shall use your best efforts to give telephonic notice of a drawing to the Series 2006-1 Letter of Credit Provider at its Standby
Service Unit, (at: [ ], Option 1 or alternately to [ ]) on the Business Day preceding the day of such drawing (but such notice shall
not be a condition to drawing hereunder and you shall have no liability for not doing so).
In the event that there is more than one draw request payable on the same Business Day, the draw requests shall be honored in the
following order: (1) the Lease Deficit