Avis 2007 Annual Report Download - page 150

rental operations, the Lessee may sublease BTF Trucks to a Permitted Sublessee provided that (i) such Permitted Sublessee uses such BTF
Trucks in the regular course of its business and the regular course of such Permitted Sublessee’s business is renting vehicles on a daily basis,
(ii) the aggregate Net Book Value of all BTF Trucks being subleased at any one time is less than ten percent (10%) (or such other percentage as
may be agreed to in writing by the Required Noteholders of each Series of Notes Outstanding at such time) of the aggregate Net Book Value of
the Vehicles being leased under this Agreement at such time, (iv) the applicable sublease agreement is substantially in the form of Attachment
D hereto and (iii) the Lessee delivers to the Lessor and the Trustee an Opinion of Counsel, dated the date of the applicable Sublease,
substantially to the effect that (a) the applicable Sublease has been duly authorized, executed and delivered by each of the Lessee and the
applicable Permitted Sublessee, (b) the applicable Sublease constitutes a valid, binding and enforceable obligation of each of the Lessee and the
applicable Permitted Sublessee, (c) there is no pending or threatened litigation which, if adversely determined, would materially and adversely
affect the ability of each of the Lessee and the applicable Permitted Sublessee to perform its obligations under the applicable Sublease, (d) the
Subleases does not conflict with or violate any court decree, injunction, writ or order applicable to either the Lessee or the applicable Sublessee
or result in a breach or default under any indenture, agreement or other instrument of the Lessee or the applicable Permitted Sublessee and
(e) the validity, perfection and priority of the security interests created by the Sublease. No such sublease to a Permitted Sublessee shall release
the Lessee or the Guarantor from any obligations under this Agreement. The Lessee shall not sublease any BTF Truck or assign any right or
interest herein or in any BTF Truck to any Person other than a Permitted Sublessee in accordance with this Section 7; provided , however , the
foregoing shall not be deemed to prohibit the Lessee from renting BTF Trucks to third party customers in the ordinary course of its business.”
Section 2.4. Amendments to Section 16.1.1 .
Section 16.1.1 is hereby amended by adding the following phrase immediately after the phrase “request by the Lessee” at the end of the
first sentence thereof:
“including, without limitation, any BTF Truck subleased to a Permitted Sublessee pursuant to Section 7 and any of the forgoing actions
events or circumstances occurring or arising in connection with such subleasing and any customer of any such Permitted Sublessee”.
Section 2.5. Amendments to Section 17.2 .
Section 17.2 is hereby amended by adding the following phrase immediately after the phrase “normal daily rental programs”
at the end of
the proviso contained in the first sentence thereof:
“and may sublease BTF Trucks to Permitted Sublessees in accordance with Section 7”.
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