Avis 2010 Annual Report Download - page 339

(c) CPF shall not amend any of its organizational documents, including its certificate of formation or limited liability company
agreement, without the prior written consent of the Series 2006-1 Required Noteholders.
ARTICLE X
THE ADMINISTRATIVE AGENT
Section 10.1 Appointment . Each of the CP Conduit Purchasers, the APA Banks and the Funding Agents hereby irrevocably
designates and appoints the Administrative Agent as the agent of such Person under this Series Supplement and irrevocably authorizes the
Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Series Supplement and to exercise such
powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Series Supplement, together with
such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Series Supplement, the
Administrative Agent shall not have any duties or responsibilities except those expressly set forth herein, or any fiduciary relationship with any
CP Conduit Purchaser, any APA Bank or any Funding Agent, and no implied covenants, functions, responsibilities, duties, obligations or
liabilities shall be read into this Series Supplement or otherwise exist against the Administrative Agent.
Section 10.2 Delegation of Duties . The Administrative Agent may execute any of its duties under this Series Supplement by or
through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Administrative
Agent shall not be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care.
Section 10.3 Exculpatory Provisions . Neither the Administrative Agent nor any of its officers, directors, employees, agents,
attorneys-in-fact or Affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection
with the Base Indenture, this Series Supplement or any other Series 2006-1 Related Document (except to the extent that any of the foregoing are
found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s own gross negligence
or willful misconduct) or (ii) responsible in any manner to any of the CP Conduit Purchasers, the APA Banks or the Funding Agents for any
recitals, statements, representations or warranties made by CPF, the Lessee, the Guarantor, the Administrator or any officer thereof contained in
this Series Supplement or any other Series 2006-1 Related Document or in any certificate, report, statement or other document referred to or
provided for in, or received by the Administrative Agent under or in connection with, this Series Supplement or any other Series 2006-1 Related
Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Series Supplement, any other Series 2006-1
Related Document, or for any failure of any of CPF, the Lessee, the Guarantor or the Administrator to perform its obligations hereunder or
thereunder. The Administrative Agent shall not be under any obligation to any CP Conduit Purchaser, any APA Bank or any Funding Agent to
ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Series Supplement, any
other Series 2006-1 Related Document or to inspect the properties, books or records of CPF, the Lessee, the Guarantor or the Administrator.
82