Avis 2010 Annual Report Download - page 178

Collateral Agreements of its obligations to CPF, and to exercise any and all rights, remedies, powers and privileges lawfully available to CPF to
the extent and in the manner directed by the Trustee, including, without limitation, the transmission of notices of default and the institution of
legal or administrative actions or proceedings to compel or secure performance by CPF, the Applicable Nominee Lienholder, the Administrator,
the Lessee or the Guarantor (or such other party to such Applicable Collateral Agreement) of their respective obligations thereunder. If (i) CPF
shall have failed, within 30 days of receiving the direction of the Trustee to take commercially reasonable action to accomplish such directions of
the Trustee, (ii) CPF refuses to take any such action or (iii) the Trustee reasonably determines that such action must be taken immediately, in any
such case the Trustee may take, at the expense of CPF, such previously directed action and any related action permitted under this Base
Indenture and the Series Supplement for the related Series of Notes which the Trustee thereafter determines is appropriate (without the need
under this provision or any other provision under this Indenture to direct CPF to take such action), on behalf of CPF and the Group Secured
Parties for the relevant Group. For the avoidance of doubt, the foregoing provisions of this Section 3.4(a) shall not apply to any Collateral.
(b) Promptly following a request from the Trustee to do so and at CPF’s expense, CPF agrees to take all such lawful action with
respect to the Collateral as permitted under this Base Indenture as the Trustee, acting at the direction of the Requisite Investors, may request to
exercise any and all rights, remedies, powers and privileges lawfully available to CPF to the extent and in the manner requested by the Trustee. If
(i) CPF shall have failed, within 30 days of receiving such a request of the Trustee to take commercially reasonable action to accomplish such
request of the Trustee, (ii) CPF refuses to take any such action or (iii) the Trustee reasonably determines that such action must be taken
immediately, in any such case, the Trustee shall take, at the expense of CPF, such previously requested action and any related action permitted
under this Base Indenture which the Trustee thereafter determines is appropriate (without the need under this provision or any other provision
under this Indenture to direct CPF to take such action), on behalf of CPF and the Secured Parties.
Section 3.5. Release of Collateral .
(a) The Trustee shall, when required by the provisions of this Indenture and at CPF’s reasonable request, execute instruments
provided to it to release property from the lien of this Indenture, or convey the Trustee’s interest in the same, in a manner and under
circumstances that are not inconsistent with the provisions of this Indenture. No party relying upon an instrument executed by the Trustee as
provided in this Section 3.5 shall be bound to ascertain the Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to
the application of any moneys.
(b) From and after the earlier of (i) the date of the deposit of the Disposition Proceeds of an Applicable CPF Truck by or on behalf of
CPF into the Collection Account (for further credit to the Group Collection Account for the relevant Group) and (ii) in the case of a Casualty, the
date the related Casualty Payment is deposited into the Collection Account (for further credit to the Group Collection Account for the relevant
Group), such Applicable CPF
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