Avis 2010 Annual Report Download - page 179

Truck and the related Certificate of Title shall automatically be released from the lien of this Base Indenture and the Series Supplement for each
Series of Notes in the related Group.
(c) The Trustee shall, at such time as there is no Note Outstanding, release any remaining portion of the Collateral from the lien of
this Indenture and release to CPF any funds then on deposit in the Collection Account and any Series Accounts. The Trustee shall, at such time
as there is no Note of a particular Group Outstanding, release any remaining portion of the Group Specific Collateral for such Group from the
lien of this Base Indenture and the Series Supplement for any Series of Notes in such Group and release to CPF any funds then on deposit in the
Group Collection Account and any Series Accounts for such Group. The Trustee shall release property from the lien of this Base Indenture or the
Series Supplement for any Series of Notes pursuant to this Section 3.5(c) only upon receipt of a Company Order accompanied by an Officer’s
Certificate meeting the applicable requirements of Section 13.3 and, upon request by the Trustee, an Opinion of Counsel.
Section 3.6 . Opinions of Counsel . The Trustee shall receive at least seven days’ notice when requested by CPF to take any action
pursuant to Section 3.5(a) , accompanied by copies of any instruments involved, and the Trustee may also require as a condition of such action,
an Opinion of Counsel, in form and substance reasonably satisfactory to the Trustee, stating the legal effect of any such action, outlining the
steps required to complete the same, and concluding that all such action will not materially and adversely impair the security for any Series of
Notes or the rights of any Noteholders;
provided , however
that such Opinion of Counsel shall not be required to express an opinion as to the fair
value of the Collateral or of any Group Specific Collateral. Counsel rendering any such opinion may rely, without independent investigation, on
the accuracy and validity of any certificate or other instrument delivered to the Trustee in connection with any such action.
Section 3.7 . Stamp, Other Similar Taxes and Filing Fees . CPF shall indemnify and hold harmless the Trustee from any present or
future claim for liability for any stamp or other similar tax and any penalties or interest with respect thereto, that may be assessed, levied or
collected by any jurisdiction in connection with this Indenture or any Collateral or any Group Specific Collateral for any Group. CPF shall pay,
or reimburse the Trustee for, any and all amounts in respect of, all search, filing, recording and registration fees, taxes, excise taxes and other
similar imposts that may be payable or determined to be payable in respect of the execution, delivery, performance and/or enforcement of this
Indenture.
[THE REMAINDER OF ARTICLE 3, INCLUDING ANY ADDITIONAL COLLATERAL WITH RESPECT TO A SERIES, MAY
BE SPECIFIED IN ANY SUPPLEMENT WITH RESPECT TO ANY SUCH SERIES]
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