Avis 2010 Annual Report Download - page 166

EACH NOTEHOLDER OR NOTE OWNER, BY ACCEPTANCE OF A NOTE OR, IN THE CASE OF A NOTE OWNER, A
BENEFICIAL INTEREST IN A NOTE, IS DEEMED TO REPRESENT, WARRANT AND AGREE THAT (A) EITHER (I) IT IS NOT,
AND IS NOT ACQUIRING SUCH NOTE OR INTEREST THEREIN WITH THE ASSETS OF, A PLAN OR ACCOUNT SUBJECT TO
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR AN ENTITY THAT IS DEEMED TO HOLD ASSETS
OF ANY OF THE FOREGOING, OR A GOVERNMENTAL, CHURCH OR NON-U.S. PLAN WHICH IS SUBJECT TO 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 (“SIMILAR LAWS”), OR
(II) THE ACQUISITION AND HOLDING OF SUCH NOTE OR INTEREST THEREIN BY THE NOTEHOLDER OR NOTE OWNER,
THROUGHOUT THE PERIOD THAT IT HOLDS SUCH NOTE OR INTEREST THEREIN, WILL NOT RESULT IN A NON-
EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF 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 SIMILAR LAWS), 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.
Upon any transfer, exchange or replacement of Notes bearing such legend, or if a request is made to remove such legend on a Note,
the Notes so issued shall bear such legend, or such legend shall not be removed, as the case may be, unless there is delivered to CPF and the
Trustee or the listing agent, if the Notes are listed on the Luxembourg Exchange, such satisfactory evidence, which may include an Opinion of
Counsel, as may be reasonably required by CPF or the Trustee that neither such legend nor the restrictions on transfer set forth therein are
required to ensure that transfers thereof comply with the Securities Act. Upon provision of such satisfactory evidence, the Trustee, at the
direction of CPF, shall authenticate and deliver a Note that does not bear such legend.
Section 2.12. Persons Deemed Owners . Prior to due presentment for registration of transfer of any Note, the Trustee, any Agent and
CPF may deem and treat the Person in whose name any Note is registered (as of the day of determination) as the absolute owner of such Note for
the purpose of receiving payment of principal of and interest on such Note and for all other purposes whatsoever, whether or not such Note is
overdue, and none of the Trustee, any Agent or CPF shall be affected by notice to the contrary.
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