Avis 2010 Annual Report Download - page 171

Definitive Notes are issued pursuant to Section 2.19 , the applicable Clearing Agencies will make book-entry transfers among their related
Clearing Agency Participants and receive and transmit payments of principal and interest on the Notes to such Clearing Agency
Participants.
Section 2.18. Notices to Clearing Agency . Whenever notice or other communication to the Noteholders is required under this
Indenture, unless and until Definitive Notes shall have been issued pursuant to Section 2.19 , the Trustee, CPF and the Administrator shall give
all such notices and communications specified herein to be given to Noteholders to the applicable Clearing Agency for further distribution to the
Clearing Agency Participants and the Note Owners in accordance with such Clearing Agency’s and Clearing Agency Participants’ customary
practices and procedures with respect thereto.
Section 2.19. Definitive Notes.
(a) Conditions for Issuance . Unless otherwise provided in the Series Supplement for a Series of Notes, Definitive Notes shall be
issued and delivered, and interests in a Rule 144A Global Note or Regulation S Global Note deposited with DTC or a custodian of DTC pursuant
to Section 2.5 shall be transferred to the beneficial owners thereof in the form of Definitive Notes, only if (i) in the case of a transfer or
exchange, such transfer complies with Section 2.9 and (ii) either (x) DTC notifies CPF that it is unwilling or unable to continue as depositary for
such Rule 144A Global Note or Regulation S Global Note or at any time ceases to be a “clearing agency” registered under the United States
Securities Exchange Act of 1934, as amended, (the “ Exchange Act ”), and in either case a successor depositary so registered is not appointed by
CPF within ninety (90) days of such notice or (y) CPF, in its sole discretion, determines that the Rule 144A Global Notes or Regulation S Global
Notes with respect to the relevant Series of Notes shall be exchangeable for Definitive Notes, in which case Definitive Notes shall be issuable or
exchangeable only in respect of such global Notes or the category of Definitive Notes represented thereby or (z) any Noteholder, purchaser or
transferee of a Rule 144A Global Note or a Regulation S Global Note requests the same in the form of a Definitive Note and CPF, in its sole
discretion, consents to such request (in which case a Definitive Note shall be issuable or transferable only to such Noteholder, purchaser or
transferee), CPF will deliver Notes in definitive registered form, without interest coupons, in exchange for the Rule 144A Global Notes or the
Regulation S Global Notes or, in the case of an exchange or transfer described in clause (z) above, in exchange for the applicable beneficial
interest in one or more Global Notes. Definitive Notes shall be issued without coupons in minimum denominations that are specified in the
Series Supplement for such Series of Notes, subject to compliance with all applicable legal and regulatory requirements.
(b) Issuance . If interests in any Rule 144A Global Note or Regulation S Global Note, as the case may be, are to be transferred to the
beneficial owners thereof in the form of Definitive Notes pursuant to this Section 2.19 , such Rule 144A Global Note or Regulation S Global
Note, as the case may be, shall be surrendered by DTC or its custodian or Agent to the
24