Avis 2010 Annual Report Download - page 157

This is one of the Notes of a Series issued under the within mentioned Indenture.
(d) Each Note shall be dated and issued as of the date of its authentication by the Trustee.
(e) Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by
CPF, and CPF shall deliver such Note to the Trustee for cancellation as provided in Section 2.12 together with a written statement (which need
not comply with Section 13.3 and need not be accompanied by an Opinion of Counsel) stating that such Note has never been issued and sold by
CPF, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall not be
entitled to the benefits of this Indenture.
Section 2.5. Form of Notes .
(a) Rule 144A Global Note . Except as otherwise provided in Section 2.19 or in the Series Supplement related to a Series of Notes,
any Series of Notes, or any class of such Series to be issued and sold in reliance on the exemption from registration provided by Section 4(2) of
the Securities Act and resold in reliance on, or eligible for resale under, Rule 144A under the Securities Act (“ Rule 144A ”), shall be issued in
the form of and represented by one or more global Notes in fully registered form without interest coupons (each, a “ Rule 144A Global Note ”),
substantially in the form set forth in the Series Supplement for such Series of Notes, with such legends as may be applicable thereto, which shall
be deposited on behalf of the subscribers for the Notes represented thereby with a custodian for DTC (which may be the Trustee), and registered
in the name of Cede or another nominee of DTC, duly executed by CPF and authenticated by the Trustee as provided in Section 2.4 for credit to
the accounts of the subscribers at DTC. The aggregate principal amount of a Rule 144A Global Note may from time to time be increased or
decreased by adjustments made on the records of the custodian for DTC, DTC or its nominee, as the case may be, as hereinafter provided.
(b) Regulation S Global Note . Except as otherwise provided in Section 2.19 or in the Series Supplement related to a Series of Notes,
any Series of Notes, or any class of such Series, offered and sold to non-
United States Persons in transactions outside of the United States will be
offered and sold in reliance on the exemption from registration under the Securities Act provided by Regulation S thereunder (“ Regulation S ”)
and shall be issued in the form of one or more global Notes (each, a “ Regulation S Global Note ” and together with the Rule 144A Global
Notes, each a
“ Global Note ”) in fully registered form without interest coupons substantially in the form set forth in the Series Supplement for
such Series of Notes with such legends as may be applicable thereto, registered in the name of Cede or another nominee of DTC for the accounts
of
10
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., as Trustee
By:
Authorized Signatory