Avis 2006 Annual Report Download - page 291

31.15. Disposal of Non-Program Vehicles .
Dispose of the Non-Program Vehicles leased by such Lessee hereunder in accordance with Section 2.6 (unless such Lessee
purchases such Non-Program Vehicle in accordance with the terms hereof).
31.16. Security Interest; Additional Subleases .
Do and cause to be done at all times all things necessary, including, without limitation, filing UCC financing statements and
continuation statements, to maintain and preserve the Lessor’s first-priority perfected security interest in the Sublease Collateral. Each Lessee
shall maintain the effectiveness of each of the financing statements filed against it in accordance with Section 2 . Each Lessee shall notify the
Lessor and each Rating Agency of the execution of any additional Sublease by it, and each such Lessee shall do and cause to be done all things
necessary to perfect the security interest in the additional Sublease Collateral with respect to such Sublease.
32. CERTAIN NEGATIVE COVENANTS .
Until the expiration or termination of this Agreement and thereafter until the obligations of each Lessee and the Finance Lease
Guarantor under this Agreement and the Related Documents are satisfied in full, each Lessee covenants and agrees as to itself, and the Finance
Lease Guarantor covenants and agrees as to itself and as to each Lessee that, unless at any time the Lessor and the Trustee shall otherwise
expressly consent in writing, it will not (and, in the case of the Finance Lease Guarantor, will not permit any Lessee to):
32.1. Mergers, Consolidations .
Merge or consolidate with any Person, except that, if after giving effect thereto, no Potential Finance Lease Event of Default or
Finance Lease Event of Default would exist, this Section 32.1 shall not apply to (i) any merger or consolidation; provided that the Finance
Lease Guarantor or such Lessee, as applicable, is the surviving corporation of such merger or consolidation, or it is a direct or indirect Wholly-
Owned Subsidiary of the Finance Lease Guarantor after such merger or consolidation and (ii) any merger or consolidation of such Lessee with
or into another Subsidiary of the Finance Lease Guarantor, provided that the surviving entity executes an agreement of assumption to perform
every obligation of such Lessee under this Agreement and that such surviving entity is a direct or indirect Wholly-Owned Subsidiary of the
Finance Lease Guarantor.
32.2. Other Agreements .
Enter into any agreement containing any provision which would be violated or breached by the performance of its obligations
hereunder or under any instrument or document delivered or to be delivered by it hereunder or in connection herewith.
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