Avis 2010 Annual Report Download - page 212

ARTICLE 10. THE TRUSTEE
Section 10.1. Duties of the Trustee .
(a) If an Amortization Event with respect to one or more Series of Notes has occurred and is continuing, the Trustee shall exercise
such of the rights and powers vested in it by this Base Indenture and the Series Supplement for such Series of Notes, and use the same degree of
care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs; provided ,
however , that the Trustee shall have no liability in connection with any action or inaction taken, or not taken, by it upon the deemed occurrence
of an Amortization Event of which a Trust Officer has not received written notice. The preceding sentence shall not have the effect of insulating
the Trustee from liability arising out of the Trustee’s negligence or willful misconduct.
(b) Except during the occurrence and continuance of an Amortization Event:
(i) The Trustee undertakes to perform only those duties that are specifically set forth in the Indenture and no others, and no implied
covenants or obligations shall be read into the Indenture against the Trustee; and
(ii) In the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of
the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of the Indenture.
However the Trustee shall examine such certificates and opinions to determine whether or not they conform to the requirements of the
Indenture.
(c) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act, or its own willful
misconduct, except that:
(i) This clause does not limit the effect of clause (b) of this Section 10.1 .
(ii) The Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer, unless it is proved that the Trustee
was negligent in ascertaining the pertinent facts.
(iii) The Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction
received by it pursuant to Section 9.5 .
(iv) The Trustee shall not be charged with knowledge of any default by any Person in the performance of its obligations under any
Applicable Related Document, unless a Trust Officer receives written notice of such failure from CPF, the Lessee or any Noteholder or
otherwise has actual knowledge thereof.
(d) Notwithstanding anything to the contrary contained in this Base Indenture or any of the other Applicable Related Documents for
any Series of Notes, no provision of the Indenture shall require the Trustee to expend or risk its own funds or incur any liability if there are
reasonable grounds (as determined by the Trustee in its sole discretion) for believing that the
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