Avis 2010 Annual Report Download - page 350

such documents and (ii) the enforcement by the Administrative Agent or any Funding Agent of the obligations and liabilities of CPF, the Lessee,
the Guarantor and the Administrator under the Indenture, this Series Supplement, the other Series 2006-1 Related Documents or any related
document and all costs and expenses, if any (including reasonable counsel fees and expenses), in connection with the enforcement of this Series
Supplement, the Base Indenture and the other Series 2006-1 Related Documents, (y) all reasonable out of pocket costs and expenses of the
Administrative Agent (including, without limitation, reasonable fees and disbursements of counsel to the Administrative Agent) in connection
with the administration of this Series Supplement, the Base Indenture and the other Series 2006-1 Related Documents and (z) the rating agency
fees and expenses incurred by each CP Conduit in connection with its investment in the Series 2006-1 Notes. Any payments made by CPF
pursuant to this Section 12.6 shall be made solely from funds available in the Series 2006-1 Distribution Account for the payment of the Article
VIII Costs, shall be non-
recourse other than with respect to such funds, and shall not constitute a claim against CPF to the extent that insufficient
funds exist to make such payment. The agreements in this Section shall survive the termination of this Series Supplement and the Base Indenture
and the payment of all amounts payable hereunder and thereunder.
Section 12.7 Exhibits . The following exhibits attached hereto supplement the exhibits included in the Indenture.
Section 12.8 Ratification of Base Indenture
. As supplemented by this Series Supplement, the Base Indenture is in all respects ratified
and confirmed and the Base Indenture as so supplemented by this Series Supplement shall be read, taken, and construed as one and the same
instrument.
Section 12.9 Counterparts . This Series Supplement may be executed in any number of counterparts, each of which so executed shall
be deemed to be an original, but all of such counterparts shall together constitute but one and the same instrument.
Section 12.10 Governing Law . This Series Supplement shall be construed in accordance with the law of the State of New York, and
the obligations, rights and remedies of the parties hereto shall be determined in accordance with such law.
Section 12.11 Amendments
. This Series Supplement may be modified or amended from time to time in accordance with the terms of
the Base Indenture; provided , that notwithstanding anything to the contrary in the Base Indenture, no amendment or modification to this Series
Supplement shall be effective without the prior written consent of the Series 2006-1 Required Noteholders; provided , further , that if, pursuant
to the terms of the Base Indenture or
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Exhibit A
:
Form of Variable Funding Note
Exhibit B
:
Form of Notice of Increase
Exhibit C
:
Form of Lease Payment Deficit Notice
Exhibit D
:
Form of Demand Notice
Exhibit E
:
Form of Transfer Supplement
Exhibit F
:
Form of Purchaser Group Supplement
Exhibit G
:
Form of Series 2006
-
1 Demand Note
Exhibit H
:
Form of Series 2006
-
1 Letter of Credit