Avis 2010 Annual Report Download - page 569

Chicago, Illinois. Upon the Series 2010-1 Letter of Credit Provider’s honoring any Demand presented hereunder, the Letter of Credit Amount
shall automatically be decreased by an amount equal to the amount of said Demand paid by the Series 2010-1 Letter of Credit Provider to the
Trustee. In addition to the foregoing reduction, upon the Series 2010-1 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 2010-1 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 2010-1 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 2010-1 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, BRAC or the Lessee has occurred
and is continuing and (iii) this Series 2010-1 Letter of Credit has not been terminated in accordance with the terms hereof.
If the Series 2010-1 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 2010-1 Letter of Credit, not later than 12:00 noon (New York City time) on a
Business Day, the Series 2010-1 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 2010-1 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 2010-1 Letter of Credit, after 12:00
noon (New York City time) on a Business Day, the Series 2010-1 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 2010-
1 Letter of
Credit Provider, payment under this Series 2010-
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 2010-1 Letter of Credit Provider as of any date, the fraction (expressed as a percentage) obtained by dividing
(A) such Series 2010-1 Letter of Credit Provider’s Letter of Credit Amount as of such date by (B) an amount equal to the aggregate amount of
the Letter of Credit Amounts of all the Series 2010-1 Letter of Credit Providers under their respective Series 2010-1 Letters of Credit as of such
date; provided , that only for purposes of calculating the Pro Rata Share with respect to any Series 2010-1 Letter of Credit Provider as of any
date, if such Series 2010-1 Letter of Credit Provider has not complied with its obligation to pay the Trustee the amount of any Lease Deficit
Demand, Unpaid Demand Note Demand, Termination Demand or Termination Date Demand (as defined in the related Series 2010-1 Letter of
Credit) made prior to such date, such Series 2010-1 Letter of Credit Provider’s Letter of Credit Amount, as of such date shall be treated as
reduced (for calculation purposes only) by the amount of such unpaid Lease Deficit Demand, Unpaid Demand
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