Avis 2006 Annual Report Download - page 204

SECTION 9.9. Maintenance of Separate Existence . AESOP Leasing will do all things necessary to continue to be readily distinguishable from
CRCF, Original AESOP, AESOP Leasing II, CCRG, the Affiliates of the foregoing or any other affiliated or unaffiliated entity and to maintain
its existence as a limited partnership separate and apart from that of Original AESOP, AESOP Leasing II, CCRG, CRCF and Affiliates of the
foregoing including, without limitation:
(i) practicing and adhering to organizational formalities, such as maintaining appropriate books and records;
(ii) observing all organizational formalities in connection with all dealings between itself and CRCF, AESOP Leasing II, Original
AESOP, CCRG, the Affiliates of the foregoing or any other affiliated or unaffiliated entity;
(iii) observing all procedures required by its certificate of limited partnership, its limited partnership agreement and the laws of the
State of Delaware;
(iv) acting solely in its name and through its duly authorized officers or agents in the conduct of its businesses;
(v) managing its business and affairs by or under the direction of its general partner;
(vi) ensuring that its general partner duly authorizes all of its actions;
(vii) ensuring the receipt of proper authorization, when necessary, from its limited partner(s) for its actions;
(viii) requiring its general partner to maintain at least two corporate directors who are Independent Directors;
(ix) owning or leasing (including through shared arrangements with Affiliates) all office furniture and equipment necessary to
operate its business;
(x) not (A) having or incurring any debt or obligations to any of AESOP Leasing II, Original AESOP, CCRG, CRCF, the Affiliates
of the foregoing or any other affiliated or unaffiliated entity, except for, the obligations to CRCF under the AESOP I Loan Agreements or
other obligations incurred on an arm’s-
length basis and permitted under the Related Documents; (B) other than as provided in the Related
Documents, guaranteeing or otherwise becoming liable for any obligations of AESOP Leasing II, Original AESOP, CCRG, CRCF or any
Affiliates of the foregoing; (C) having obligations guaranteed by AESOP Leasing II, Original AESOP, CCRG, CRCF or any Affiliates of
the foregoing; (D) holding itself out as responsible for debts of AESOP Leasing II, Original AESOP, CCRG, CRCF or any Affiliates of
the foregoing or for decisions or actions with respect to the affairs of AESOP Leasing II, Original AESOP,
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