Avis 2010 Annual Report Download - page 162

receipt by the Trustee, as Registrar, of (1) instructions from Euroclear or Clearstream or DTC, as the case may be, directing the Registrar to
credit or cause to be credited a beneficial interest in a Rule 144A Global Note equal to the beneficial interest in a Regulation S Global Note
to be exchanged or transferred, but not less than the minimum denomination applicable to such Note, such instructions to contain
information regarding the agent member’s account with DTC to be credited with such increase and information regarding the agent
member’s account with DTC to be debited with such decrease, and (2) a certificate in the form of Exhibit A-2 attached hereto given by the
holder of such beneficial interest and stating that the Person transferring such interest in the Regulation S Global Note reasonably believes
that the Person acquiring such interest in the Rule 144A Global Note is a Qualified Institutional Buyer and is obtaining such beneficial
interest in a transaction meeting the requirements of Rule 144A, Euroclear or Clearstream or the Registrar, as the case may be, shall
instruct DTC to reduce the Regulation S Global Note by the aggregate principal amount of the beneficial interest in the Regulation S
Global Note to be exchanged or transferred, and the Registrar shall instruct DTC, concurrently with such reduction, to increase the
principal amount of the Rule 144A Global Note by the aggregate principal amount of the beneficial interest in the Regulation S Global
Note to be so exchanged or transferred, and to credit or cause to be credited to the account of the Person specified in such instructions a
beneficial interest in the Rule 144A Global Note equal to the reduction in the principal amount of the Regulation S Global Note to be so
exchanged or transferred.
(iv) Other Transfers or Exchanges . In the event that a Global Note is exchanged for Definitive Notes, or Notes are otherwise issued,
in definitive registered form without interest coupons, pursuant to Section 2.19 , such Notes may be exchanged or transferred for one
another only in accordance with such procedures as are substantially consistent with the provisions of clauses (i) through (iii) above
(including the certification requirements intended to insure that such exchanges or transfers comply with Rule 144A or Regulation S, as the
case may be) and as may be from time to time adopted by CPF and the Trustee.
(b) Upon surrender for registration of transfer of any Note at the office or agency of the Registrar, if the requirements of Section 2.9
(g) and Section 8-401(a) of the UCC are met, CPF shall execute and after CPF has executed, the Trustee shall authenticate and deliver to the
Noteholder, in the name of the designated transferee or transferees, one or more new Notes, in any authorized denominations, of the same Class
and a like initial Invested Amount (or maximum Invested Amount, as the case may be). At the option of any Noteholder, Notes may be
exchanged for other Notes of the same Series and Class in authorized denominations of like initial Invested Amount (or maximum Invested
Amount, as the case may be), upon surrender of the Notes to be exchanged at any office or agency of the Registrar maintained for such purpose.
Whenever Notes of any Series are so surrendered for exchange, if the requirements of Section 2.9(a) and Section 8-401(a) of the UCC are met,
CPF shall execute and after CPF has executed, the Trustee shall authenticate and deliver to the Noteholder, the Notes which the Noteholder
making the exchange is entitled to receive.
(c) Except as otherwise provided in a Series Supplement for a Series of Notes, every Note presented or surrendered for registration of
transfer or exchange shall be (i) duly
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