Avis 2010 Annual Report Download - page 597

Parsippany, NJ 07054
Attention: Treasurer
Telephone: [phone]
Fax: [phone]
The Bank of New York Mellon Trust Company, N.A.
2 North LaSalle Street, Suite 1020
Chicago, IL 60602
Attention: Corporate Trust/Structured Finance
Telephone: [phone]
Fax: [phone]
or to such other address as any party shall have provided to the other parties in writing. Any notice (i) given in person shall be deemed delivered
on the date of delivery of such notice, (ii) given by first class mail shall be deemed given three (3) days after the date that such notice is mailed,
(iii) delivered by telex or telecopier shall be deemed given on the date of delivery of such notice, and (iv) delivered by overnight air courier shall
be deemed delivered one Business Day after the date that such notice is delivered to such overnight courier. Copies of all notices must be sent by
first class mail promptly after transmission by facsimile.
15. Amendments
. This Agreement may be amended by a written amendment duly executed and delivered by CPF, the Administrator
and the Trustee with the written consent of the Requisite Group Investors with respect to the Group II Series of Notes, for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of
Noteholders of the Group II Series of Notes;
provided , however , that no such amendment may (i) increase or reduce in any manner the amount
of, or accelerate or delay the timing of, collections of payments on the Collateral or the Group II Collateral or distributions that are required to be
made for the benefit of the Noteholders of the Group II Series of Notes or (ii) reduce the aforesaid percentage of the Noteholders of the Group II
Series of Notes that is required to consent to any such amendment, without the consent of the Noteholders of all the Group II Series of Notes
Outstanding. The Trustee shall have no obligation to execute any amendment hereto which affects its rights, duties and obligations.
16. Successors and Assigns . This Agreement may not be assigned by the Administrator unless such assignment is previously
consented to in writing by CPF and the Trustee and the Rating Agency Condition is satisfied with respect to each Group II Series of Notes
Outstanding. An assignment with such consent and satisfaction, if accepted by the assignee, shall bind the assignee hereunder in the same
manner as the Administrator is bound hereunder. Notwithstanding the foregoing, this Agreement may be assigned by the Administrator without
the consent of CPF or the Trustee to a corporation or other organization that is a successor (by merger, consolidation or purchase of assets) to the
Administrator; provided that such successor organization executes and delivers to CPF or the Trustee an agreement in which such corporation or
other organization agrees to be bound hereunder by the terms of said assignment in the same manner as the Administrator is bound hereunder.
Subject
11
(c)
If to the Trustee, to: