Avis 2010 Annual Report Download - page 410

capacity as custodian, shall hold the Group I Certificates of Title on behalf of the Trustee for the use and benefit of all present and future Group I
Secured Parties with an interest therein, and maintain such accurate and complete records (either original execution documents or copies of such
originally executed documents shall be sufficient for such purposes), and computer systems pertaining to each Group I Certificate of Title as
shall enable the Trustee to comply with this Agreement and the other Group I Related Documents. The Administrator shall promptly report to
the Trustee any material failure on its part to hold the Group I Certificates of Title and maintain its records and computer systems as herein
provided and promptly take appropriate action to remedy any such failure. The Administrator hereby consents to the inspection of the Group I
Certificates of Title from time to time by the Trustee or any authorized representative of the Trustee and to the provisions relating to the
Administrator set forth in Section 7 of the Group I CPF Lease. Nothing herein shall be deemed to require an initial review or any periodic review
by the Trustee of the Group I Certificates of Title. The Trustee shall not be liable for the acts of the Administrator.
(iii) The Administrator shall notify the Trustee and each Enhancement Provider with respect to the Group I Series of Notes, if any, of
the initial location of the Group I Certificates of Title and the related records and computer systems maintained by the Administrator and shall
notify the Trustee and each such Enhancement Provider prior to any change in location of the Group I Certificates of Title and such related
records and computer systems.
(iv) Upon instruction from the Trustee, the Administrator shall release any Group I Certificate of Title to the Trustee, at such place or
places as the Trustee may reasonably designate as soon as reasonably practicable; provided , however , that upon the occurrence of an
Amortization Event, a Liquidation Event of Default with respect to the Group I Series of Notes or a Limited Liquidation Event of Default with
respect to any Group I Series of Notes and at the request of the Trustee, the Administrator shall promptly deliver all Group I Certificates of Title
to the Trustee or its agent. In connection with any such instruction of the Trustee, the Administrator may, in lieu of delivering any original Group
I Certificates of Title, deliver copies thereof stored on microfiche, computer disk or on such other image storage or electronic media as the
Administrator shall maintain in accordance with its customary practices and which is in a format acceptable to the Trustee; provided , however ,
that the Administrator shall deliver to the Trustee the original Group I Certificates of Title if the Trustee so instructs the Administrator. The
Administrator shall not be responsible for any loss occasioned by the failure of the Trustee, its agent or its designee to return any Group I
Certificate of Title or any delay in doing so. All instructions from the Trustee shall be in writing and signed by a Trust Officer, and the
Administrator shall be deemed to have received proper instructions with respect to the Group I Certificates of Title upon its receipt of such
written instruction. A certified copy of a by-
law or of a resolution of the Board of Directors of the Trustee shall constitute conclusive evidence of
the authority of any such Trust Officer to act and shall be considered in full force and effect until receipt by the Administrator of written notice
to the contrary given by the Trustee.
(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 I
Certificates of Title and/or otherwise ensure that the first Lien shown on any and all Group I
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