Avis 2010 Annual Report Download - page 151

of Default, in each case, with respect to any Series of Notes in the same Group as such new Series of Notes, is continuing or will occur as a
result of the issuance of such new Series of Notes, (C) the issuance of such new Series of Notes will not result in any breach of any of the
terms, conditions or provisions of, or constitute a default under, any indenture, mortgage, deed of trust or other agreement or instrument to
which CPF is a party or by which it or its property is bound or any order of any court or administrative agency entered in any suit, action or
other judicial or administrative proceeding to which CPF is a party or by which it or its property may be bound or to which it or its
property may be subject, and (D) all conditions precedent provided in this Base Indenture and the Series Supplement for such new Series
of Notes with respect to the authentication and delivery of the new Series of Notes have been satisfied;
(v) a Tax Opinion;
(vi) evidence that each of the parties to the Series Supplement for such new Series of Notes and the other Applicable Related
Documents has covenanted and agreed in such Series Supplement and such Applicable Related Documents with respect to such new Series
of Notes that, prior to the date which is one year and one day after the payment in full of the latest maturing Note, it will not institute
against, or join with any other Person in instituting, against CPF any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings, or other proceedings, under any Federal or state bankruptcy or similar law;
(vii) unless otherwise specified in the Series Supplement for such new Series of Notes, an Opinion of Counsel, subject to the
assumptions and qualifications stated therein, and in a form substantially acceptable to the Trustee, dated the applicable Series Closing
Date, substantially to the effect that:
4
(A)
all instruments furnished to the Trustee conform in all material respects to the requirements of this Base Indenture and the
Series Supplement for such new Series of Notes and constitute all the documents required to be delivered hereunder and
thereunder for the Trustee to authenticate and deliver such new Series of Notes, and all conditions precedent provided for in
this Base Indenture and the Series Supplement for such new Series of Notes with respect to the authentication and delivery of
such new Series of Notes have been complied with in all material respects;
(B) (1) CPF is duly organized under the jurisdiction of its formation and has the limited liability company power and authority to
execute and deliver the Series Supplement for such new Series of Notes, this Base Indenture and each other Applicable
Related Document for such new Series of Notes to which it is a party and to issue such new Series of Notes and (2) each of
CPF, the Guarantor, the Lessee and the Administrator is duly organized under the jurisdiction of its formation and has the
limited liability company power and authority to execute and deliver each of the