Avis 2010 Annual Report Download - page 265

(d) If, notwithstanding the foregoing provisions of this Section 1.1, the Series 2006-1 Notes are determined by any court to be
secured by collateral, other than the Group I Collateral, the Collateral and any other collateral designated as security for the Series 2006-1 Notes
(and, as applicable, any other Group I Series of Notes) under the Base Indenture, this Series Supplement, any other supplement to the Base
Indenture relating to the issuance of any other Group I Series of Notes, any other Series 2006-1 Related Document or any other Applicable
Related Document for any other Group I Series of Notes (such collateral other than as specified, the “ Non-Group I Collateral ”), then the
interest of the Series 2006-1 Noteholders in such Non-
Group I Collateral shall be subordinate in all respects to the interests of the Noteholders of
the Series of Notes to which such Non-Group I Collateral was pledged by the terms of the Base Indenture or any other Applicable Related
Document for such Series of Notes. The following shall govern the interpretation and construction of the provisions of this Series Supplement:
(i) this Section 1.1(d) is intended to constitute a subordination agreement under New York law and for purposes of Section 510(a) of the
Bankruptcy Code, (ii) the subordination provided for in this Section 1.1(d) is intended to and shall be deemed to constitute a “complete
subordination” under New York law, and, as such, shall be applicable whether or not CPF or any Series 2006-1 Noteholder is a debtor in a case
(a “ bankruptcy case ”) under the Bankruptcy Code (or any amended or successor version thereof), (iii) (A) any reference to the Series 2006-1
Notes shall include all obligations of CPF now or hereafter existing under each of such Series 2006
-1 Notes, whether for principal, interest, fees,
expenses or otherwise, and (B) without limiting the generality of the foregoing, “interest” owing on the Series 2006-1 Notes shall expressly
include any and all interest accruing after the commencement of any bankruptcy case or other insolvency proceeding where CPF is the debtor,
notwithstanding any provision or rule of law (including, without limitation, 11 U.S.C. §§ 502, 506(b) (1994) (or any amended or successor
version thereof)) that might restrict the rights of any holder of an interest in the Series 2006-1 Notes, as against CPF or any one else, to collect
such interest, (iv) “payments” prohibited under the subordination provisions of this Section 1.1(d) shall include any distributions of any type,
whether cash, other debt instruments, or any equity instruments, regardless of the source thereof, and (v) the holder of any interest in the Series
2006-1 Notes retains such holder’s right, under 11 U.S.C. § 1126 (1994) (or any amended or successor version thereof), to vote to accept or
reject any plan of reorganization proposed for CPF in any subsequent bankruptcy of CPF; provided , that, regardless of any such vote or of the
exercise of any other rights such holder (or its agents) may have under the Bankruptcy Code, and without limiting the generality of the other
clauses of this Section 1.1(d), any distributions that such holder is to receive on account of such holder’s interest in the Series 2006-1 Notes
under any such plan of reorganization, from CPF, from any collateral, from any guarantor, or from any other source shall be subordinated in
right of payment as set forth herein and in the Base Indenture and shall instead be distributed in the order of priority set forth herein and in the
Base Indenture.
ARTICLE II
DEFINITIONS AND CONSTRUCTION
(a) All capitalized terms not otherwise defined herein are defined in the Definitions List attached to the Base Indenture as Schedule I
thereto. All capitalized terms defined in this Series Supplement that are also defined in such Definitions List shall, unless the
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