Avis 2010 Annual Report Download - page 177

Section 3.3. Certain Rights and Obligations of CPF Unaffected.
(a) Notwithstanding the assignment and security interest so granted to the Trustee on behalf of the Secured Parties and the Group
Secured Parties for each Group, CPF shall nevertheless be permitted, subject to the provisions of Section 3.4 , to give all consents, requests,
notices, directions, approvals, extensions or waivers, if any, which are required to be given in the normal course of business (which does not
include waivers of default under any of any Applicable Collateral Agreements for any Series of Notes); provided , that the Trustee shall have the
right to revoke such permission with respect to any such rights arising under or with respect to Group Specific Collateral of a particular Group
upon the occurrence of an Amortization Event with respect to any Series of Notes Outstanding in such Group.
(b) The assignment of and grant of a security interest in the Collateral and in the Group Specific Collateral for each Group to the
Trustee on behalf of the Secured Parties and the Group Secured Parties for such Group, respectively, shall not (i) relieve CPF from the
performance of any term, covenant, condition or agreement on CPF’s part to be performed or observed under or in connection with any of the
Applicable Collateral Agreements for any Series of Notes or (ii) impose any obligation on the Trustee or any of the Secured Parties or Group
Secured Parties for such Group to perform or observe any such term, covenant, condition or agreement on CPF’s part to be so performed or
observed or impose any liability on the Trustee or any of the Secured Parties or Group Secured Parties for such Group for any act or omission on
the part of CPF or from any breach of any representation or warranty on the part of CPF.
(c) CPF hereby agrees to indemnify and hold harmless the Trustee (including its directors, officers, employees and agents) from and
against any and all losses, liabilities (including liabilities for penalties), claims, demands, actions, suits, judgments, reasonable out-of-pocket
costs and expenses arising out of or resulting from the assignments and security interests granted hereby, whether arising by virtue of any act or
omission on the part of CPF or otherwise, including, without limitation, the reasonable out-of-pocket costs, expenses, and disbursements
(including reasonable attorneys’ fees and expenses) incurred by the Trustee in enforcing this Indenture or preserving any of its rights to, or
realizing upon, any of the Collateral or Group Specific Collateral for any Group; provided , however , the foregoing indemnification shall not
extend to any action by the Trustee which constitutes gross negligence or willful misconduct by the Trustee or any other indemnified person
hereunder. The indemnification provided for in this Section 3.3 shall survive the removal of, or a resignation by, such Person as Trustee as well
as the termination of this Base Indenture or the Series Supplement for any Series of Notes.
Section 3.4 . Performance of Applicable Collateral Agreements.
(a) Upon the occurrence of a default or breach by any Person party to an Applicable Collateral Agreement for a Series of Notes,
promptly following a request from the Trustee to do so and at CPF’s expense, CPF agrees to take all such lawful action as permitted under this
Base Indenture and the Series Supplement for such Series of Notes as the Trustee may request to compel or secure the performance and
observance by CPF, the Applicable Nominee Lienholder, the Administrator, the Lessee, the Guarantor or any other party to such Applicable
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