Avis 2010 Annual Report Download - page 329

of compliance, of status or of good standing, as and to the extent applicable, of each such Person as of a recent date, from the
Secretary of State or other appropriate authority of such jurisdiction;
(ii) a certificate of the Secretary or an Assistant Secretary of such Person, dated on or prior to the Second Restatement Effective
Date and certifying (A) that attached thereto is a true and complete copy of the bylaws, limited liability company agreement or
partnership agreement of such Person, as the case may be, as in effect on the Second Restatement Effective Date and at all times
since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of
the resolutions, in form and substance reasonably satisfactory to each Funding Agent, of the Board of Directors or Managers of such
Person or committees thereof authorizing the execution, delivery and performance of this Series Supplement and the Series 2006-1
Related Documents to which it is a party and the transactions contemplated thereby, and that such resolutions have not been
amended, modified, revoked or rescinded and are in full force and effect, (C) that the certificate of incorporation or certificate of
formation of such Person has not been amended since the date of the last amendment thereto shown on the certificate of good
standing (or its equivalent) furnished pursuant to clause (i) above and (D) as to the incumbency and specimen signature of each
officer or authorized signatory executing this Series Supplement and the Series 2006-1 Related Documents or any other document
delivered in connection herewith or therewith on behalf of such Person; and
(iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary
executing the certificate pursuant to clause (ii) above.
(c) Representations and Warranties . All representations and warranties of each of CPF, the Administrator, BTR, and the Guarantor
contained in the Indenture and each of the Series 2006-1 Related Documents shall be true and correct as of the Second Restatement
Effective Date.
(d) No Amortization Event or Potential Amortization Event . No Amortization Event or Potential Amortization Event in respect of
the Series 2006-1 Notes or any other Series of Notes shall exist and, after giving effect to the transactions occurring on the Second
Restatement Effective Date, no Amortization Event or Potential Amortization Event shall exist.
(e) Fees and Expenses . Each Funding Agent with respect to a CP Conduit Purchaser shall have received payment of all fees, out-of-
pocket expenses and other amounts due and payable to such CP Conduit Purchaser or the APA Banks with respect to such CP Conduit
Purchaser on or before the Second Restatement Effective Date.
(f) Rating Agency Condition . The Administrative Agent shall have received a copy of a letter, in form and substance satisfactory to
it, from Moody’s confirming that
72