Avis 2010 Annual Report Download - page 592

(v) The Trustee hereby grants to the Administrator a power of attorney, with full power of substitution to take any and all actions,
solely for the following limited purposes, in the name of the Trustee, (x) to note the Trustee as the holder of a first Lien on the Group II
Certificates of Title and/or otherwise ensure that the first Lien shown on any and all Group II Certificates of Title is in the name of the Trustee
and (y) to release the Lien in the name of the Trustee or the Group II Nominee Lienholder on any Group II Certificate of Title in connection with
the sale or disposition of the related Group II CPF Truck permitted pursuant to the provisions of the Group II Related Documents. Nothing in
this Agreement shall be construed as authorization from the Trustee to the Administrator to release any Lien on the Group II Certificates of Title
except upon compliance with the Group II Related Documents. The Trustee shall have the right to terminate such power of attorney (including
the related power granted pursuant to the following sentence) at any time by giving written notice to such effect to the Administrator. To further
evidence such power of attorney, the Trustee agrees that upon request of the Administrator from time to time it will execute a separate power of
attorney substantially in the form of Exhibit A hereto.
(c) Certain Duties with Respect to the Group II CPF Lease . The Administrator agrees to perform its duties and certain duties on
behalf of CPF under the Group II CPF Lease, including, but not limited to the following:
(A) upon the sale of a Group II CPF Truck, to request the Trustee to remove notation of its Lien (or, if applicable, to cause any Group
II Nominee Lienholder to remove notation of its Lien) from the Group II Certificate of Title therefor pursuant to Section 2.6(a) of the
Group II CPF Lease;
(B) upon payment by the Lessee to the Lessor of the Termination Value of any Group II CPF Truck that has become a Casualty or an
Ineligible Truck, (i) to cause title to such Group II CPF Truck to be transferred to the Lessee to facilitate liquidation of such Group II CPF
Truck by the Lessee and (ii) to request the Trustee to remove notation of its Lien (or, if applicable, to cause any Group II Nominee
Lienholder to remove notation of its Lien) from the Group II Certificate of Title for such Group II CPF Truck pursuant to Section 6.2 of
the Group II CPF Lease;
(C) to promptly and duly execute, deliver, file and record all documents, statements, filings and registrations, and take such further
actions as may be requested to establish, perfect and maintain the Lessor’s rights to and interest in, and to perfect and maintain the
Trustee’s first Lien in the name of the Trustee or the Group II Nominee Lienholder on, the Group II CPF Trucks and the Group II
Certificates of Title therefor pursuant to Section 7 of the Group II CPF Lease;
(D) to determine the Truck Special Damage Payments applicable to Group II CPF Trucks at the time of their sale, return or other
disposition in accordance with the Group II Related Documents pursuant to Section 13.2(a) of the Group II CPF Lease;
(E) to make requests for, and to provide a statement documenting any request for, reimbursement or prepayment for costs identified
therein pursuant to Section 16.2 of the Group II CPF Lease;
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