HTZ » Topics » Section 3.3. Performance of Collateral Agreements..

This excerpt taken from the HTZ 10-K filed Mar 30, 2007.

Section 3.3.  Performance of Collateral Agreements..

Upon the occurrence of a default or breach by any Person party to a Collateral Agreement or a Manufacturer Program, promptly following a request from the Trustee or the Collateral Agent to do so and at HVF’s expense, HVF agrees to take all such lawful action as permitted under this Indenture as the Trustee or the Collateral Agent may request to compel or secure the performance and observance by:  (i) the Hertz Nominee, the HFC Nominee, Hertz Vehicles LLC, HGI, the Administrator, the Servicer, the Lessee, the Intermediary or the Escrow Agent or any other party to any of the Collateral Agreements of its obligations to HVF and (ii) a Manufacturer under a Manufacturer Program of its obligations to HVF, including, without limitation, any obligations of such Manufacturer to HGI or Hertz, as applicable, that have been assigned to HVF, in each case in accordance with the applicable terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to HVF to the extent and in the manner directed by the Trustee or the Collateral Agent, as applicable, 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 the Hertz Nominee, the HFC Nominee, Hertz Vehicles LLC, HGI, the Administrator, the Servicer, the Lessee, the Intermediary or the Escrow Agent (or such other party to any of the Collateral Agreements) or by a Manufacturer under a Manufacturer Program, of their respective obligations thereunder.  If (i) HVF shall have failed, within 30 days of receiving the direction of the Trustee or the Collateral Agent, as applicable, to take commercially reasonable action to accomplish such directions of the Trustee or the Collateral Agent, as applicable, (ii) HVF refuses to take any such action or (iii) the Trustee or the Collateral Agent, as applicable, reasonably determines that such action must be taken immediately, in any such case the Trustee or the Collateral Agent, as applicable, may, but shall not be obligated to, take, at the expense of HVF, such previously directed action and any related action permitted under this Indenture which the Trustee or the Collateral Agent, as

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applicable, thereafter determines is appropriate (without the need under this provision or any other provision under this Indenture to direct HVF to take such action), on behalf of HVF and the Noteholders.

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