Avis 2010 Annual Report Download - page 591

(ii) On or prior to the Series Closing Date for the Series 2010-1 Notes, the Administrator shall deliver to the Trustee a copy of its
written procedures and standards for handling and monitoring vehicle titles, including procedures upon the acquisition and disposition of
vehicles. The Administrator shall comply with such procedures and standards in performing its duties hereunder as custodian of the Group II
Certificates of Title. The Administrator, in its capacity as custodian, shall hold the Group II Certificates of Title on behalf of the Trustee for the
use and benefit of all present and future Group II 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 II Certificate of Title as shall enable the Trustee to comply with this Agreement and the other Group II Related
Documents. The Administrator shall promptly report to the Trustee any material failure on its part to hold the Group II 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 II 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 II CPF Lease. Nothing herein
shall be deemed to require an initial review or any periodic review by the Trustee of the Group II 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 II Series of Notes, if any,
of the initial location of the Group II 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 II Certificates of Title and such related
records and computer systems.
(iv) Upon instruction from the Trustee, the Administrator shall release any Group II 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 II Series of Notes or a Limited Liquidation Event of Default with
respect to any Group II Series of Notes and at the request of the Trustee, the Administrator shall promptly deliver all Group II 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 II 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 II 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 II 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 II 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.
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