Avis 2010 Annual Report Download - page 337

(d) CPF hereby represents and warrants to the Trustee, the Administrative Agent, each Funding Agent, each CP Conduit Purchaser
and each APA Bank, as of the Series 2006-1 Closing Date, the Series 2006-1 Initial Funding Date, the First Restatement Effective Date,
the Second Restatement Effective Date and each Increase Date, that with respect to each Group I CPF Truck included in the Borrowing
Base, the Titling Procedures have been satisfied for such Group I CPF Truck and, as of any such date on or after June 25, 2006 and subject
to the proviso set forth in the definition of “Eligible Truck”, the Oklahoma Certificate of Title has been issued for such CPF Truck.
Section 9.2 Covenants of CPF and the Administrator . CPF and the Administrator hereby agree, in addition to their obligations
hereunder, that:
(a) they shall observe in all material respects each and every of their respective covenants (both affirmative and negative) contained
in the Base Indenture and all other Series 2006-1 Related Documents to which each is a party;
(b) they shall afford each Funding Agent with respect to a Purchaser Group, the Trustee or any representatives of any such Funding
Agent or the Trustee access to all records relating to the Group I CPF Lease and the Group I CPF Trucks at any reasonable time during
regular business hours, upon reasonable prior notice (and with one Business Day’
s prior notice if an Amortization Event with respect to the
Series 2006-
1 Notes shall have been deemed to have occurred or shall have been declared to have occurred), for purposes of inspection and
shall permit such Funding Agent, the Trustee or any representative of such Funding Agent or the Trustee to visit any of CPF’s or the
Administrator’s, as the case may be, offices or properties during regular business hours and as often as may reasonably be desired to
discuss the business, operations, properties, financial and other conditions of CPF or the Administrator with their respective officers and
employees and with their independent certified public accountants;
(c) no later than 45 days after the Series 2006-1 Closing Date, they shall provide to each Funding Agent, a report in form and
substance acceptable to the Administrative Agent from a nationally-recognized auditing firm approved by the Administrative Agent
regarding the performance by such auditing firm of the agreed upon procedures concerning the Group I CPF Trucks (the “ Agreed Upon
Procedures Letter ”);
(d) no later than 40 days after the Distribution Date in May of each year, unless such requirement is waived by the Administrative
Agent, they shall provide to each Funding Agent a report in form and substance acceptable to the Administrative Agent from a nationally-
recognized auditing firm approved by the Administrative Agent regarding the performance by such auditing firm of the agreed upon
procedures concerning the Collateral;
(e) they shall furnish to the Paying Agent a Monthly Noteholders’ Statement pursuant to Section 4.1(d) of the Base Indenture with
respect to the Series 2006-1 Notes in a form acceptable to the Administrative Agent;
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