Avis 2010 Annual Report Download - page 218

(iv) The Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee; and
(v) The Trustee shall remain primarily liable for the actions of any co-trustee.
(c) Any notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then separate trustees
and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to the
Indenture and the conditions of this Article 10 . Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested
with the estates or property specified in its instrument of appointment, either jointly with the Trustee or separately, as may be provided therein,
subject to all the provisions of this Indenture, specifically including every provision of the Indenture relating to the conduct of, affecting the
liability of, or affording protection to, the Trustee. Every such instrument shall be filed with the Trustee and a copy thereof given to CPF and the
Administrator.
(d) Any separate trustee or co-trustee may at any time constitute the Trustee, its agent or attorney-in-fact with full power and
authority, to the extent not prohibited by law, to do any lawful act under or in respect to this Base Indenture or the Series Supplement for any
Series of Notes on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all
of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without the
appointment of a new or successor trustee.
(e) In connection with the appointment of a co-trustee, the Trustee may, at any time, at the Trustee’s sole cost and expense, without
notice to the Noteholders, delegate its duties under the Indenture to any Person who agrees to conduct such duties in accordance with the terms
hereof; provided , however , that no such delegation shall relieve the Trustee of its obligations and responsibilities hereunder with respect to any
such delegated duties.
Section 10.10. Representations and Warranties of Trustee.
The Trustee represents and warrants to CPF and the Secured Parties that:
(i) The Trustee is a national banking association, organized, existing and in good standing under the laws of the United States;
(ii) The Trustee has full power, authority and right to execute, deliver and perform this Base Indenture and the Series Supplement for
any Series of Notes issued concurrently with this Base Indenture and to authenticate the Notes, and has taken all necessary action to
authorize the execution, delivery and performance by it of this Base Indenture and the Series Supplement for any Series of Notes issued
concurrently with this Base Indenture and to authenticate the Notes;
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