Avis 2010 Annual Report Download - page 195

Section 8.8 . Compliance with the Applicable Collateral Agreements .
(a) CPF will perform and comply with each and every obligation, covenant and agreement required to be performed or observed by it
in or pursuant to this Base Indenture and each other Applicable Related Document to which it is a party. CPF will not take any action which
would permit the Lessee, the Guarantor, the Applicable Nominee Lienholder, the Administrator or any other Person to have the right to refuse to
perform any of its respective obligations under any of the Applicable Collateral Agreements or any other instrument or agreement included in the
Collateral or the Group Specific Collateral for such Group or that would result in the amendment, hypothecation, subordination, termination or
discharge of, or impair the validity or effectiveness of, any Applicable Collateral Agreement or any such instrument or agreement.
(b) Except as otherwise provided in Section 3.3(a) and Section 9.2 , CPF agrees that it will not, without the prior written consent of
the Trustee acting at the direction of the Requisite Investors, exercise any right, remedy, power or privilege available to it with respect to any
obligor under any instrument or agreement included in the Collateral, take any action to compel or secure performance or observance by any
such obligor of its obligations to CPF or give any consent, request, notice, direction, approval, extension or waiver with respect to any such
obligor; provided that CPF (i) may perform its obligations under any agreement in the ordinary course and (ii) may take the foregoing actions
with respect to any Applicable Collateral Agreement for any Series of Notes in any particular Group or other instrument or agreement
constituting Group Specific Collateral for a particular Group with the consent of the Requisite Group Investors for such particular Group.
Subject to the requirements of the Applicable Related Documents for any applicable Series of Notes for any Group, CPF agrees that it will not,
without the prior written consent of the Trustee, acting at the direction of the Requisite Investors, amend, modify, waive, supplement, terminate
or surrender, or agree to any amendment, modification, supplement, termination, waiver or surrender of, the terms of any of the Applicable
Related Documents for any Series of Notes for any Group; provided that any Applicable Related Document relating solely to any particular
Group may be amended, modified, waived, supplemented, terminated or surrendered without the consent of any Noteholder or any Group of
Noteholders if CPF delivers an Officer
’s Certificate to the Trustee that the Noteholders will not be materially adversely affected thereby and so
long as CPF has satisfied the Rating Agency Condition with respect to each Series of Notes Outstanding in such Group. Upon the occurrence of
an Administrator Default under the Applicable Administration Agreement, CPF will not, without the prior written consent of the Trustee acting
at the direction of the Requisite Group Investors of such Group, terminate the Administrator under the Applicable Administration Agreement
and appoint a successor Administrator in accordance with the Applicable Administration Agreement, and will terminate the Administrator under
the Applicable Administration Agreement and appoint a successor Administrator in accordance with the Applicable Administration Agreement
if and when so directed by the Trustee acting at the direction of the Requisite Group Investors of such Group.
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