Avis 2010 Annual Report Download - page 167

Section 2.13. Replacement Notes .
(a) If (i) any mutilated Note is surrendered to the Trustee, or the Trustee receives evidence to its satisfaction of the destruction, loss
or theft of any Note, and (ii) there is delivered to the Trustee such security or indemnity as may be required by it to hold CPF and the Trustee
harmless then, provided that the requirements of Section 8-405 of the UCC are met (which generally permit CPF to impose reasonable
requirements), CPF shall execute and upon its request the Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated,
destroyed, lost or stolen Note, a replacement Note; provided , however , that if any such destroyed, lost or stolen Note, but not a mutilated Note,
shall have become or within seven days shall be due and payable, instead of issuing a replacement Note, CPF may pay such destroyed, lost or
stolen Note when so due or payable without surrender thereof. If, after the delivery of such replacement Note or payment of a destroyed, lost or
stolen Note pursuant to the proviso to the preceding sentence, a protected purchaser (within the meaning of Section 8-303 of the UCC) of the
original Note in lieu of which such replacement Note was issued presents for payment such original Note, CPF and the Trustee shall be entitled
to recover such replacement Note (or such payment) from the Person to whom it was delivered or any Person taking such replacement Note from
such Person to whom such replacement Note was delivered or any assignee of such Person, except a protected purchaser, and shall be entitled to
recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by CPF or the Trustee in
connection therewith.
(b) Upon the issuance of any replacement Note under this Section 2.13 , the Registrar, CPF or the Trustee may require the payment
by the Holder of such Note of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any
other reasonable expenses (including the reasonable fees and expenses of the Trustee) connected therewith.
(c) Every replacement Note issued pursuant to this Section 2.13 in replacement of any mutilated, destroyed, lost or stolen Note shall
be entitled to all the benefits of this Indenture equally and proportionately with any and all other Notes of the same Class and Series duly issued
hereunder.
(d) The provisions of this Section 2.13 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with
respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.
Section 2.14. Treasury Notes . In determining whether the Noteholders of the required Invested Amount of Notes have concurred in
any direction, waiver or consent, Notes owned by CPF shall be considered as
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