Avis 2010 Annual Report Download - page 448

(iii) to the payment of all other amounts due hereunder, and (iv) any remaining amounts to the Lessor, or such Person(s) as may be
lawfully entitled thereto.
18.7. Special Default . If on any Business Day, the Lessee or the Guarantor obtains actual knowledge that a Group I Truck included
in the Borrowing Base is not titled in the name of CPF with the Trustee or an Applicable Nominee Lienholder noted as the first lienholder
on the Certificate of Title for such Group I Truck, then the Lessee shall within three (3) Business Days make an application (or correct its
application, as the case may be) with the Oklahoma Tax Commission (the “ OTC ”) or any Oklahoma motor vehicle license agent (“
License Agent ”) to properly title such Group I Truck in the name of CPF with a lien in favor of the Trustee (or an Applicable Nominee
Lienholder, as the case may be). If the Lessee fails to perform under the preceding sentence by the close of business on the third Business
Day after obtaining such knowledge, then the Lessee shall promptly, but in no event later than three (3) Business Days thereafter, sell or
purchase any improperly titled Group I Trucks. If the proceeds of the sale of any such Group I Truck are less than the applicable Vehicle
Purchase Price for such improperly titled Group I Truck, then the Lessee shall pay to CPF an amount equal to such deficiency; provided ,
that if the Lessee purchases any such Group I Truck, it shall pay to the Lessor the applicable Vehicle Purchase Price therefor.
19. CERTIFICATION OF TRADE OR BUSINESS USE . The Lessee hereby warrants and certifies as of the date hereof and as of each
Series Closing Date with respect to a Group I Series of Notes, under penalties of perjury, that (i) it intends to use the Group I Trucks which are
subject to this Agreement in its trade or business and (ii) it has been advised that it will not be treated as the owner of such Group I Trucks for
federal tax income purposes.
20. SURVIVAL . In the event that, during the term of this Agreement, the Lessee or the Guarantor becomes liable for the payment or
reimbursement of any obligations, claims or taxes pursuant to any provision hereof, such liability will continue, notwithstanding the expiration
or termination of this Agreement, until all such amounts are paid or reimbursed by the Lessee or the Guarantor.
21. TITLE . This is an agreement to lease only and title to Group I Trucks will at all times remain in the Lessor’s name or in the name of a
nominee. Neither the Lessee nor the Guarantor will have any rights or interest in Group I Trucks whatsoever other than the right of possession
and use as provided by this Agreement.
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