Avis 2010 Annual Report Download - page 555

EXHIBIT A
to
Series 2010-
1
Supplement
Each Noteholder or Note Owner, by acceptance of a Series 2010-1 Note or, in the case of a Note Owner, a beneficial interest in a
Series 2010-1 Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Company,
the Administrator or the Trustee on the Series 2010-1 Notes or under the Indenture or any certificate or other writing delivered in connection
therewith, against (i) the Trustee or the Administrator in its individual capacity, (ii) any owner of a beneficial interest in the Company or (iii) any
partner, owner, beneficiary, agent, officer, director or employee of the Trustee or the Administrator in its individual capacity, any holder of a
beneficial interest in the Company or the Trustee or of any successor or assign of the Trustee in its individual capacity, except (a) as any such
Person may have expressly agreed and (b) any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law,
for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity; provided ,
however , that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Company for any and all
liabilities, obligations and undertakings contained in the Indenture or in this Series 2010-1 Note, subject to Section 13.18 of the Base Indenture.
Each Noteholder or Note Owner, by acceptance of a Series 2010-1 Note or, in the case of a Note Owner, a beneficial interest in a
Series 2010-1 Note, covenants and agrees that by accepting the benefits of the Indenture that such Noteholder or Note Owner, as applicable, will
not, for a period of one year and one day following payment in full of all Notes institute against the Company, or join in any institution against
the Company of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under any United States Federal or state
bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture or the Applicable Related Documents with
respect to any Series of Notes.
Prior to the due presentment for registration of transfer of this Series 2010-1 Note, the Company, the Trustee and any agent of the
Company or the Trustee may treat the Person in whose name this Series 2010-1 Note (as of the day of determination or as of such other date as
may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Series 2010-1 Note is overdue, and
neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.
It is the intent of the Company and each Noteholder that, for Federal, state and local income and franchise tax purposes, the Series
2010-1 Notes will evidence indebtedness of the Company secured by the Series 2010-1 Collateral. Each Noteholder, by the acceptance of this
Series 2010-1 Note, agrees to treat this Series 2010-1 Note for Federal, state and local income and franchise tax purposes as indebtedness of the
Company.
The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and
obligations of the Company and the rights of the Holders of the Series 2010-
1 Notes under the Indenture from time to time by the Company with
the consent of Series 2010-1 Noteholders representing in aggregate more than 50% of the Series 2010-1 Invested Amount. The Indenture also
contains provisions permitting the Holders of Series 2010-1 Notes representing specified percentages of the aggregate outstanding amount of the
Series 2010-1 Notes, on behalf of the Holders of all the Series 2010-
1 Notes, to waive compliance by the Company with certain provisions of the
Indenture and certain