Avis 2010 Annual Report Download - page 165

ERISA or Section 4975 of the Code (or in the case of a governmental, church or non-U.S. plan, a non-exempt violation of any federal, state,
local, non-U.S. or other laws or regulations that are substantially similar to the prohibited transaction provisions of ERISA and/or Section 4975
of the Code), because the acquisition and holding of such Note or interest therein (x) is not, and will not become, subject to such laws or (y) is
covered by an exemption from all applicable prohibited transactions, all of the conditions of which are and will be satisfied upon its acquisition
of, and throughout the term that it holds, such Note or interest therein, and (b) it will not sell, pledge or otherwise transfer such Note or interest
therein in violation of the foregoing.
(d) In addition, CPF shall require such prospective purchaser to provide additional information or certifications, as shall be
reasonably requested by the Trustee or CPF to support the truth and accuracy of the foregoing acknowledgements, representations and
agreements, it being understood that such additional information is not intended to create additional restrictions on the transfer of the Notes. CPF
and the Trustee are not obligated, in their individual capacities or as a group, to register the Notes under the Securities Act or any state securities
laws.
Section 2.11. Note Legends . Unless otherwise provided for in a Series Supplement for a Series of Notes and except as permitted by
the following sentence, in addition to any legends required by Section 2.17 , each Note shall bear legends in the following form:
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”) OR ANY STATE SECURITIES OR “BLUE SKY” LAWS. THE HOLDER HEREOF, BY PURCHASING THIS
NOTE, AGREES FOR THE BENEFIT OF CENTRE POINT FUNDING, LLC (THE “COMPANY”) THAT THIS NOTE IS BEING
ACQUIRED FOR ITS OWN ACCOUNT AND NOT WITH A VIEW TO DISTRIBUTION AND MAY BE RESOLD, PLEDGED OR
OTHERWISE TRANSFERRED ONLY (1) TO THE COMPANY (UPON REDEMPTION THEREOF OR OTHERWISE), (2) TO A
PERSON WHO THE TRANSFEROR REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN
RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A,
(3) OUTSIDE THE UNITED STATES TO A NON U.S. PERSON (AS DEFINED IN REGULATION S OF THE SECURITIES ACT) IN
A TRANSACTION IN COMPLIANCE WITH REGULATION S OF THE SECURITIES ACT OR (4) PURSUANT TO AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, IN EACH CASE IN COMPLIANCE
WITH THE INDENTURE AND ALL APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY
OTHER JURISDICTION. THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY
PURCHASER FROM IT OF THE RESALE RESTRICTIONS SET FORTH ABOVE.
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