Avis 2010 Annual Report Download - page 546

Section 7.10 Termination of Series Supplement . This Series Supplement shall cease to be of further effect when all outstanding
Series 2010-1 Notes theretofore authenticated and issued have been delivered (other than destroyed, lost, or stolen Series 2010-1 Notes which
have been replaced or paid) to the Trustee for cancellation and CPF has paid all sums payable hereunder and, if the Series 2010-1 Demand Note
Payment Amount on the Series 2010-1 Letter of Credit Termination Date was greater than zero, the Series 2010-1 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shall equal zero, the Demand Note Preference Payment Amount shall have been reduced to zero and all amounts have been withdrawn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 2010-1 Cash Collateral Account in accordance with Section 4.8(h) of this Series Supplement.
Section 7.11 Other Series . CPF shall not issue any Group II Series of Notes, other than the Series 2010-1 Notes, without the prior
written consent of the Series 2010-1 Required Noteholders.
Section 7.12 Collateral Representations and Warranties of CPF .
(a) CPF owns and has good and marketable title to the Series 2010-1 Collateral, free and clear of all Liens other than Permitted
Liens. This Indenture constitutes a valid and continuing Lien on the Series 2010-1 Collateral in favor of the Trustee on behalf of the Secured
Parties, which Lien on the Series 2010-1 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 2010-1 Collateral to the pledge of the Series 2010-1 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 2010-1 Collateral. All action necessary to protect and perfect the Trustee’s security interest in the Series 2010-1 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 2010-1 Collateral is on file or of record in any jurisdiction, except such as may have
been filed, recorded or made by CPF in favor of the Trustee on behalf of the Secured Parties in connection with this Indenture, and CPF has not
authorized any such filing.
Section 7.13 No Waiver; Cumulative Remedies . No failure to exercise and no delay in exercising, on the part of the Trustee, any
right, remedy, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power
or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights,
remedies, powers and privileges herein provided are cumulative and not exhaustive of any rights, remedies, powers and privileges provided by
law.
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