Avis 2010 Annual Report Download - page 453

part of this Agreement is not valid or enforceable according to law, all other parts will remain enforceable.
25. CERTAIN REPRESENTATIONS AND WARRANTIES . The Lessee represents and warrants to the Lessor and the Trustee as to
itself, and the Guarantor represents and warrants to the Lessor and the Trustee as to itself and as to the Lessee, that as of the date hereof and as of
each Series Closing Date with respect to a Group I Series of Notes:
25.1. Organization; Ownership; Power; Qualification . Each of the Guarantor and the Lessee is (i) a limited liability company duly
organized, validly existing and in good standing under the laws of the jurisdiction of its formation, (ii) has the limited liability company
power and authority to own its properties and to carry on its business as now being and hereafter proposed to be conducted, and (iii) is duly
qualified, in good standing and authorized to do business in each jurisdiction in which the character of its properties or the nature of its
businesses requires such qualification or authorization.
25.2. Authorization; Enforceability . Each of the Guarantor and the Lessee has the limited liability company power and has taken all
necessary limited liability company action to authorize it to execute, deliver and perform this Agreement and each of the other Applicable
Related Documents with respect to each Group I Series of Notes to which it is a party in accordance with their respective terms, and to
consummate the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by the Guarantor
and the Lessee and is, and each of the other Applicable Related Documents with respect to each Group I Series of Notes to which the
Guarantor or the Lessee is a party is, a legal, valid and binding obligation of the Guarantor and the Lessee, enforceable in accordance with
its terms.
25.3. Compliance . The execution, delivery and performance, in accordance with their respective terms, by the Guarantor and the
Lessee of this Agreement and each of the other Applicable Related Documents with respect to each Group I Series of Notes to which it is a
party, and the consummation of the transactions contemplated hereby and thereby, do not and will not (i) require any consent, approval,
authorization or registration not already obtained or effected, (ii) violate any applicable law with respect to the Guarantor or the Lessee
which violation could result in a Material Adverse Effect, (iii) conflict with, result in a breach of, or constitute a default under the
certificate of formation or limited liability company agreement, as amended, of the Guarantor or the Lessee, (iv) conflict with, result in a
breach of, or constitute a default under any indenture, agreement, or other instrument to which the Guarantor or the Lessee is a party or by
which its properties may be bound or (v) result in or require the creation or imposition of any Lien (except Permitted Liens) upon or with
respect to any property now owned or hereafter acquired by the Lessee.
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