Avis 2010 Annual Report Download - page 216

If the Trustee resigns or is removed or if a vacancy exists in the office of the Trustee for any reason, CPF (or, if an Amortization
Event has occurred and is continuing with respect to any Series of Outstanding Notes, the Requisite Investors) shall promptly appoint a
successor Trustee. Within one year after the successor Trustee takes office, the Requisite Investors may appoint a successor Trustee to replace
the successor Trustee appointed by CPF.
(c) If a successor Trustee does not take office within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee,
CPF or any Secured Party may petition any court of competent jurisdiction for the appointment of a successor Trustee. At any time after a
successor Trustee appointed by a court takes office, the Requisite Investors may appoint a successor Trustee to replace the successor Trustee
appointed by the court.
(d) If the Trustee, after written request by any Noteholder, fails to comply with Section 10.8
, such Noteholder may petition any court
of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. At any time after a successor Trustee
appointed by a court takes office, the Requisite Investors may appoint a successor Trustee to replace the successor Trustee appointed by the
court.
(e) A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee or removed Trustee and to CPF
and the Administrator. Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have
all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to Noteholders.
The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee; provided , however , that all sums owing
to the retiring Trustee hereunder have been paid. Notwithstanding replacement of the Trustee pursuant to this Section 10.6 , CPF’s obligations
under Section 10.5 shall continue for the benefit of the retiring Trustee.
Section 10.7. Successor Trustee by Merger, etc .
Subject to Section 10.8 , if the Trustee consolidates, merges or converts into, or transfers all or substantially all of its corporate trust
business to, another corporation, the successor corporation without any further act shall be the successor Trustee.
Section 10.8. Eligibility Disqualification .
(a) There shall at all times be a Trustee hereunder which shall be (i) a corporation organized and doing business under the laws of the
United States of America or of any state thereof authorized under such laws to exercise corporate trustee power, (ii) subject to supervision or
examination by Federal or state authority and shall have a combined capital and surplus of at least $50,000,000 as set forth in its most recent
published annual report of condition, (iii) a member bank, or is a subsidiary of a corporation that is a member bank, of the Federal Reserve
System and (iv) subject to Section 10.6(b), if such Trustee is other than The Bank of New York Mellon Trust Company, N.A., (x) acceptable to
the Required Noteholders of
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