Avis 2010 Annual Report Download - page 340

Section 10.4 Reliance by Administrative Agent . The Administrative Agent shall be entitled to rely, and shall be fully protected in
relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, telecopy, telex or teletype message, statement, order or other
document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and
upon advice and statements of legal counsel (including, without limitation, counsel to CPF or the Administrator), independent accountants and
other experts selected by the Administrative Agent. The Administrative Agent may deem and treat the registered holder of any Series 2006-1
Note as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the
Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Series Supplement or
any other Series 2006-1 Related Document unless it shall first receive such advice or concurrence of the Series 2006-1 Required Noteholders, as
it deems appropriate or it shall first be indemnified to its satisfaction by the Funding Agents against any and all liability and expense which may
be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in
acting, or in refraining from acting, under this Series Supplement and the other Series 2006-
1 Related Documents in accordance with a request of
the Series 2006-1 Required Noteholders (unless, in the case of any action relating to the giving of consent hereunder, the giving of such consent
requires the consent of all Series 2006-1 Noteholders), and such request and any action taken or failure to act pursuant thereto shall be binding
upon all the CP Conduit Purchasers, the APA Banks and the Funding Agents.
Section 10.5 Notice of Administrator Default or Amortization Event or Potential Amortization Event . The Administrative Agent
shall not be deemed to have knowledge or notice of the occurrence of any Amortization Event or Potential Amortization Event or any
Administrator Default unless the Administrative Agent has received written notice from a CP Conduit Purchaser, an APA Bank, a Funding
Agent, CPF or the Administrator referring to the Indenture or this Series Supplement, describing such Amortization Event or Potential
Amortization Event, or Administrator Default and stating that such notice is a “notice of an Amortization Event or Potential Amortization Event”
or “notice of an Administrator Default,”
as the case may be. In the event that the Administrative Agent receives such a notice, the Administrative
Agent shall give notice thereof to the Funding Agents, the Trustee, CPF and the Administrator. The Administrative Agent shall take such action
with respect to such event as shall be reasonably directed by the Series 2006-1 Required Noteholders, provided that unless and until the
Administrative Agent shall have received such directions, the Administrative Agent may (but shall not be obligated to) take such action, or
refrain from taking such action, with respect to such event as it shall deem advisable in the best interests of the Purchaser Groups.
Section 10.6 Non-Reliance on the Administrative Agent and Other Purchaser Groups . Each of the CP Conduit Purchasers, the APA
Banks and the Funding Agents expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees,
agents, attorneys-in-fact or Affiliates has made any representations or warranties to it and that no act by the Administrative Agent hereinafter
taken, including any review of the affairs of CPF, the Lessee, the Guarantor or the Administrator shall be deemed to constitute any representation
or warranty by the Administrative Agent to any such Person. Each of the CP Conduit Purchasers, the APA Banks and the Funding Agents
represents to the Administrative Agent that it has,
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