Avis 2010 Annual Report Download - page 158

Euroclear Bank S.A./N.V., as operator of Euroclear and Clearstream, duly executed by CPF and authenticated by the Trustee as provided in
Section 2.4 and deposited with a custodian for DTC (which may be the Trustee). The aggregate principal amount of the Regulation S 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.
(c) Any Series of Notes, or any class of such Series, issued hereunder may be issued as definitive, fully registered Notes without
interest coupons (“ Definitive Notes ”) only in accordance with Section 2.19 .
Section 2.6. Registrar and Paying Agent .
(a) CPF shall (i) maintain an office or agency where Notes may be presented for registration of transfer or for exchange (the “
Registrar ”) and (ii) appoint a paying agent (which shall satisfy the eligibility criteria set forth in Section 10.8(a) ) (“ Paying Agent ”) at whose
office or agency Notes may be presented for payment. The Registrar shall keep a register of the Notes and of their transfer and exchange (the “
Note Register
”). CPF may appoint one or more co-registrars and one or more additional paying agents. The term “Paying Agent” includes any
additional paying agent and the term “Registrar” includes any co-registrars. CPF may change any Paying Agent or Registrar without prior notice
to any Noteholder. CPF shall notify the Trustee in writing of the name and address of any Agent not a party to this Base Indenture. The Trustee
is hereby initially appointed as the Registrar, Paying Agent and agent for service of notices and demands in connection with the Notes.
(b) CPF shall enter into an appropriate agency agreement with any Agent not a party to this Base Indenture. Such agency agreement
shall implement the provisions of this Base Indenture that relate to such Agent. If CPF fails to maintain a Registrar or Paying Agent, the Trustee
shall act as such, and shall be entitled to appropriate compensation in accordance with this Base Indenture until CPF shall appoint a replacement
Registrar or Paying Agent, as applicable.
Section 2.7. Paying Agent to Hold Money in Trust
(a) CPF will cause each Paying Agent other than the Trustee to execute and deliver to the Trustee an instrument in which such
Paying Agent shall agree with the Trustee (and if the Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this
Section 2.7 , that such Paying Agent will:
(i) hold all sums held by it for the payment of amounts due with respect to the Notes in trust for the benefit of the Persons entitled
thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as
herein provided;
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