Avis 2010 Annual Report Download - page 213

repayment of such funds is not reasonably assured to it by the security afforded to it by the terms of the Indenture. The Trustee may refuse to
perform any duty or exercise any right or power unless it receives indemnity reasonably satisfactory to it against any risk, loss, liability or
expense.
(e) In the event that the Paying Agent or the Registrar shall fail to perform any obligation, duty or agreement in the manner or on the
day required to be performed by the Paying Agent or the Registrar, as the case may be, under this Indenture, the Trustee shall be obligated as
soon as practicable upon actual knowledge of a Trust Officer thereof and receipt of appropriate records and information, if any, to perform such
obligation, duty or agreement in the manner so required.
(f) Subject to Section 10.3 , all moneys received by the Trustee shall, until used or applied as herein provided, be held in trust for the
purposes for which they were received, but need not be segregated from other funds except to the extent required by law or the Applicable
Related Documents for any Series of Notes.
Section 10.2. Rights of the Trustee .
Except as otherwise provided by Section 10.1 :
(a) The Trustee may conclusively rely and shall be fully protected in acting or refraining from acting based upon any document
believed by it to be genuine and to have been signed by or presented by the proper person.
(b) The Trustee may consult with counsel of its selection and the written advice of such counsel or any Opinion of Counsel shall be
full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and
in reliance thereon.
(c) The Trustee may act through agents, custodians and nominees and shall not be liable for any misconduct or negligence on the part
of, or for the supervision of, any such agent, custodian or nominee so long as such agent, custodian or nominee is appointed with due care. The
appointment of agents (other than legal counsel) pursuant to this subsection (c) shall be subject to the prior consent of CPF, which consent shall
not be unreasonably withheld.
(d) The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its
rights or powers conferred upon it by the Indenture.
(e) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Base Indenture or the Series
Supplement for any Series of Notes, or to institute, conduct or defend any litigation hereunder or in relation hereto, at the request, order or
direction of any of the Noteholders, pursuant to the provisions of this Base Indenture or the Series Supplement for any Series of Notes, unless
such Noteholders shall have offered to the Trustee security or indemnity reasonably satisfactory to the Trustee against the costs, expenses
66