Avis 2010 Annual Report Download - page 386

EXHIBIT H
Demand; (2) the Unpaid Demand Note Demand; (3) the Termination Demand and (4) the Termination Date Demand; provided that in no event
shall the Series 2006-1 Letter of Credit Provider be required to honor any draw request to the extent such draw request is in an amount greater
than the Letter of Credit Amount at such time after giving effect to all other draw requests honored on such day. Upon the honoring of a
Termination Date Demand in full, the Series 2006-1 Letter of Credit Provider shall have no obligation to honor any other draw request. Any
payments made by the Series 2006-1 Letter of Credit Provider shall be paid from funds of the Series 2006-1 Letter of Credit Provider. “
Business
Day ” means any day other than a Saturday, Sunday or other day on which banks are required or authorized by law to close in New York City,
New York or Chicago, Illinois. Upon the Series 2006
-1 Letter of Credit Provider’s honoring any Demand presented hereunder, the Letter of
Credit Amount shall automatically be decreased by an amount equal to said Demand paid by the Series 2006-1 Letter of Credit Provider to the
Trustee. In addition to the foregoing reduction, upon the Series 2006-1 Letter of Credit Provider’s honoring any Termination Date Demand
presented to it hereunder in full, the Letter of Credit Amount shall automatically be reduced to zero and this Series 2006-1 Letter of Credit shall
be terminated.
The Letter of Credit Amount shall be automatically reinstated when and to the extent, but only when and to the extent, that (i) the
Series 2006-1 Letter of Credit Provider is reimbursed by CPF, the Lessee or ABCR for any amount drawn hereunder as a Lease Deficit Demand
or Unpaid Demand Note Demand, (ii) the Series 2006-1 Letter of Credit Provider receives written notice from ABCR in the form of Annex E
hereto that the Letter of Credit Amount should be reinstated in an amount set forth therein (which shall equal the amount reimbursed pursuant to
clause (i)) and that no Event of Bankruptcy (as defined in Annex E attached hereto) with respect to ABCR, Budget Rent A Car Systems, Inc. (“
BRAC ”) or the Lessee has occurred and is continuing and (iii) this Series 2006-
1 Letter of Credit has not been terminated in accordance with the
terms hereof.
If the Series 2006-1 Letter of Credit Provider receives any Demand as herein provided on or prior to the Scheduled Expiration Date,
all in conformity with the terms and conditions of this Series 2006-1 Letter of Credit, not later than 12:00 noon (New York City time) on a
Business Day, the Series 2006-1 Letter of Credit Provider will make such funds available by 4:00 p.m. (New York City time) on the same
Business Day in accordance with your payment instructions. If the Series 2006-1 Letter of Credit Provider receives any Demand as herein
provided on or prior to the termination hereof, all in conformity with the terms and conditions of this Series 2006-1 Letter of Credit, after 12:00
noon (New York City time) on a Business Day, the Series 2006-1 Letter of Credit Provider will make the funds available by 12:00 noon (New
York City time) on the next succeeding Business Day in accordance with your payment instructions. If you so request the Series 2006-
1 Letter of
Credit Provider, payment under this Series 2006-
1 Letter of Credit may be made by wire transfer of Federal Reserve Bank of New York funds to
your account in a bank on the Federal Reserve wire system or by deposit of same day funds into a designated account.
For purposes of the certificates to be delivered by you in the form attached hereto as Annexes A , B and D : “ Pro Rata Share ”
means, with respect to any Series 2006-1 Letter of Credit Provider as of any date, the fraction (expressed as a percentage) obtained by dividing
(A) such Series 2006
-
1 Letter of Credit Provider
’
s Letter of Credit Amount as of such date by (B) an