Avis 2010 Annual Report Download - page 172

office or agency of the Registrar located in the Borough of Manhattan, The City of New York, or if the Notes are listed on the Luxembourg
Stock Exchange, to the applicable listing agent in Luxembourg, to be so transferred, without charge. If interests in any Regulation S Global Note
are to be transferred to the beneficial owners thereof in the form of Definitive Notes pursuant to this Section 2.19 , such Regulation S Global
Note shall be surrendered by DTC or its custodian or Agent to the Registrar or its Agent to be so transferred, without charge. The Trustee shall
authenticate and deliver, upon such transfer of interests in such Rule 144A Global Note or Regulation S Global Note, an equal aggregate
principal amount of Definitive Notes of authorized denominations; provided , that in the case of an interest in a Rule 144A Global Note, no such
interest will be transferred except upon delivery of a certificate substantially in the form of Exhibit A-2 hereto, and in the case of an interest in a
Regulation S Global Note, no such interest will be transferred except upon delivery of a certificate substantially in the form of Exhibit A-1
hereto. The Definitive Notes issued or transferred pursuant to this Section 2.19 shall be executed, authenticated and delivered only in the
denominations specified in the Series Supplement for such Series of Notes, and Definitive Notes shall be registered in such names as DTC (in
the case of a transfer and exchange of Global Notes to Definitive Notes) or CPF (in all other cases) shall direct in writing. The Registrar shall
have at least thirty (30) days from the date of its receipt of Definitive Notes and registration information to authenticate (or cause to be
authenticated) and deliver such Definitive Notes. Any Definitive Note delivered in exchange for an interest in a Rule 144A Global Note or
Regulation S Global Note shall, except as otherwise provided by Section 2.11 , bear, and be subject to, the legend regarding transfer restrictions
set forth in Section 2.11 . CPF will promptly make available to the Registrar a reasonable supply of Definitive Notes. CPF shall bear the costs
and expenses of printing or preparing any Definitive Notes.
(c) Transfer of Definitive Notes . Subject to the terms of Section 2.9(a) , the Holder of any Definitive Note may transfer the same in
whole or in part, in an amount equivalent to an authorized denomination, by surrendering at the office maintained by the Registrar for such
purpose in the Borough of Manhattan, The City of New York, such Note with the form of transfer endorsed on it duly completed and executed
by, or accompanied by a written instrument of transfer in form satisfactory to CPF and the Registrar by, the holder thereof and accompanied by a
certificate as specified in Section 2.19(b) above. In exchange for any Definitive Note properly presented for transfer, CPF shall execute and the
Trustee shall promptly authenticate and deliver or cause to be authenticated and delivered in compliance with applicable law, to the transferee at
such office, or send by mail (at the risk of the transferee) to such address as the transferee may request, Definitive Notes for the same aggregate
principal amount as was transferred. In the case of the transfer of any Definitive Note in part, CPF shall execute and the Trustee shall also
promptly authenticate and deliver or cause to be authenticated and delivered to the transferor at such office, or send by mail (at the risk of the
transferor) to such address as the transferor may request, Definitive Notes for the aggregate principal amount that was not transferred. No
transfer of any Definitive Note shall be made unless the request for such transfer is made by the registered holder at such office.
(d) Neither CPF nor the Trustee shall be liable for any delay in delivery of transfer instructions and may conclusively rely on, and
shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes for such Series, the Trustee shall recognize the holders
of the Definitive Notes as Noteholders of such Series.
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