Avis 2010 Annual Report Download - page 351

this Series Supplement, the consent of the Required Noteholders is required for an amendment or modification of this Series Supplement, such
requirement shall be satisfied if such amendment or modification is consented to by the Series 2006-1 Required Noteholders.
Section 12.12 Discharge of Indenture . Notwithstanding anything to the contrary contained in the Base Indenture, no discharge of the
Indenture pursuant to Section 10.1(b) of the Base Indenture will be effective as to the Series 2006-1 Notes without the consent of the Series
2006-1 Required Noteholders.
Section 12.13 Series 2006-1 Demand Notes . Other than pursuant to a demand thereon pursuant to Section 5.5 of this Series
Supplement, CPF shall not reduce the amount of the Series 2006-1 Demand Notes or forgive amounts payable thereunder so that the outstanding
principal amount of the Series 2006-1 Demand Notes after such reduction or forgiveness is less than the Series 2006-1 Letter of Credit Liquidity
Amount. CPF shall not agree to any amendment of the Series 2006-1 Demand Notes without the prior written consent of the Series 2006-1
Required Noteholders.
Section 12.14 Termination of Series Supplement . This Series Supplement shall cease to be of further effect when all outstanding
Series 2006-1 Notes theretofore authenticated and issued have been delivered (other than destroyed, lost, or stolen Series 2006-1 Notes which
have been replaced or paid) to the Trustee for cancellation and CPF has paid all sums payable hereunder and, if the Series 2006-1 Demand Note
Payment Amount on the Series 2006-1 Letter of Credit Termination Date was greater than zero, the Series 2006-1 Cash Collateral Account
Surplus shall equal zero, the Demand Note Preference Payment Amount shall have been reduced to zero and all amounts have been withdrawn
from the Series 2006-1 Cash Collateral Account in accordance with Section 5.8(h) of this Series Supplement.
Section 12.15 Collateral Representations and Warranties of CPF .
(a) CPF owns and has good and marketable title to the Series 2006-1 Collateral, free and clear of all Liens other than Permitted
Liens. This Indenture constitutes a valid and continuing Lien on the Series 2006-1 Collateral in favor of the Trustee on behalf of the Secured
Parties, which Lien on the Series 2006-1 Collateral has been perfected and is prior to all other Liens (other than Permitted Liens), enforceable as
such as against creditors of and purchasers from CPF in accordance with its terms, except as such enforceability may be limited by bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors’ rights generally or by general
equitable principles, whether considered in a proceeding at law or in equity and by an implied covenant of good faith and fair dealing. CPF has
received all consents and approvals required by the terms of the Series 2006-1 Collateral to the pledge of the Series 2006-1 Collateral to the
Trustee.
(b) Other than the security interest granted to the Trustee hereunder, CPF has not pledged, assigned, sold or granted a security
interest in the Series 2006-1 Collateral. All action necessary to protect and perfect the Trustee’s security interest in the Series 2006-1 Collateral
has been duly and effectively taken. No security agreement, financing statement, equivalent security or lien instrument or continuation statement
listing CPF as debtor covering all or any part of the Series 2006-1 Collateral is on file or of record in any jurisdiction, except
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