Avis 2010 Annual Report Download - page 202

Affiliates of the foregoing) and a telephone number separate and apart from that of ABCR, BRAC, the Lessee, the Administrator or any
Affiliates of the foregoing;
(q) conduct all oral and written communications, including, without limitation, letters, invoices, purchase orders, contracts,
statements, and applications solely in its own name;
(r) have separate stationery from ABCR, BRAC, the Lessee, the Administrator, the Affiliates of the foregoing or any other
unaffiliated entity;
(s) have no debt or obligations (other than debt issued under this Indenture based on arm’s length transactions and obligations
contemplated by this Base Indenture and the Applicable Related Documents) to any of ABCR, BRAC, the Lessee, the Administrator, the
Affiliates of the foregoing or any other unaffiliated entity;
(t) account for and manage all of its liabilities separately from those of ABCR, BRAC, the Lessee, the Administrator or any Affiliates
of the foregoing;
(u) allocate, on an arm’s length basis, all shared corporate operating services, leases and expenses, including, without limitation,
those associated with the services of shared consultants and agents and shared computer and other office equipment and software; and otherwise
maintain an arm’s-length relationship with each of ABCR, BRAC, the Lessee, the Administrator, the Affiliates of the foregoing or any other
unaffiliated entity;
(v) refrain from filing or otherwise initiating or supporting the filing of a motion in any bankruptcy or other insolvency proceeding
involving ABCR, BRAC, the Lessee, the Administrator or any Affiliate thereof to substantively consolidate CPF with the Lessee, ABCR,
BRAC, the Administrator or any Affiliate thereof;
(w) remain solvent and assure adequate capitalization for the business in which it is engaged; and
(x) conduct all of its business (whether written or oral) solely in its own name so as not to mislead others as to the identity of each of
ABCR, BRAC, the Lessee, the Administrator and the Affiliates of the foregoing.
CPF acknowledges its receipt of a copy of that certain opinion letter issued by White & Case dated March 9, 2010 addressing the
issue of substantive consolidation as they may relate to any of the Lessee, ABCR, BRAC, the Administrator or any Affiliate thereof on the one
hand and CPF on the other hand. CPF hereby agrees to maintain in place all policies and procedures, and take and continue to take all action,
described in the factual assumptions set forth in such opinion letter and relating to it. On an annual basis commencing on March 31, 2011, CPF
will provide to the Trustee an Officer’s Certificate certifying that it is in compliance with its obligations under this Section 8.25 .
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