Avis 2010 Annual Report Download - page 152

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Applicable Related Documents for such new Series of Notes to which it is a party and, in the case of CPF, to issue such new
Series of Notes;
(C)
the Series Supplement for such new Series of Notes has been duly authorized, executed and delivered by CPF;
(D) such new Series of Notes has been duly authorized and executed and, when authenticated and delivered in accordance with
the provisions of this Base Indenture and the Series Supplement for such new Series of Notes, will constitute valid, binding
and enforceable obligations of CPF entitled to the benefits of this Base Indenture and such Series Supplement, subject, in the
case of enforcement, to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights
generally and to general principles of equity;
(E)
this Base Indenture, the Series Supplement for such new Series of Notes and each of the other Applicable Related Documents
with respect to such new Series of Notes to which CPF, the Administrator or the Lessee is a party is a legal, valid and binding
agreement of CPF, the Administrator or the Lessee, as the case may be, enforceable in accordance with its terms, subject to
bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and to general
principles of equity;
(F) CPF is not, and is not controlled by, an “investment company” within the meaning of, and is not required to register as an
“
investment company
”
under, the Investment Company Act;
(G) the offer and sale of such new Series of Notes, if offered in accordance with the terms of the Applicable Related Documents
for such new Series of Notes, has been offered pursuant to a valid exemption from registration under the Securities Act;
(H)
this Base Indenture and the Series Supplement for such new Series of Notes are not required to be registered under the Trust
Indenture Act;
(I)
as to such new Series of Notes and as to any Series of Notes that is part of the same Group as such new Series, the Opinions
of Counsel relating to (1) the validity, perfection and priority of security interests, (2) the nature of the Applicable CPF Lease
for each Series of Notes in such Group as a “true lease” and not as a financing arrangement, (3) the analysis of substantive
consolidation of the assets of CPF with the assets of BRAC or any