Avis 2010 Annual Report Download - page 457

25.16. Absence of Default . Each of the Guarantor and the Lessee is in compliance with all of the provisions of its certificate of
formation and limited liability company agreement and no event has occurred or failed to occur which has not been remedied or waived,
the occurrence or non-occurrence of which constitutes, or with the passage of time or giving of notice or both would constitute, (i) a Lease
Event of Default or a Potential Lease Event of Default or (ii) a default or event of default by the Guarantor or the Lessee under any
indenture, agreement or other instrument, or any judgment, decree or final order to which the Guarantor or the Lessee is a party or by
which the Guarantor or the Lessee or any of their properties may be bound or affected that could result in a Material Adverse Effect.
25.17. Title to Assets . Each of the Guarantor and the Lessee has good, legal and marketable title to, or a valid leasehold interest in,
all of its assets, except to the extent no Material Adverse Effect could result. None of such properties or assets is subject to any Liens
except Liens incurred pursuant to the Credit Agreement and except, in the case of the Lessee, for Permitted Encumbrances. Except for
financing statements or other filings with respect to or evidencing Permitted Encumbrances, no financing statement under the UCC of any
state, application for a Certificate of Title or certificate of ownership, or other filing which names the Lessee as debtor or which covers or
purports to cover any of the assets of the Lessee is on file in any state or other jurisdiction, and the Lessee has not signed any such
financing statement, application or instrument authorizing any secured party or creditor of such Person thereunder to file any such
financing statement, application or filing other than with respect to Permitted Encumbrances and except to the extent no Material Adverse
Effect could result.
25.18. Burdensome Provisions . Neither the Guarantor nor the Lessee is a party to or bound by any Contractual Obligation that could
have a Material Adverse Effect.
25.19. No Adverse Change . Since December 31, 2009, (x) no material adverse change in the business, assets, liabilities, financial
condition, results of operations or business prospects of the Guarantor or the Lessee has occurred, and (y) no event has occurred or failed to
occur, which has had or may have, either alone or in conjunction with all other such events and failures, a Material Adverse Effect.
25.20. No Adverse Fact
. No fact or circumstance is known to the Guarantor or the Lessee, as of the date hereof or as of such Closing
Date, which, either alone or in conjunction with all other such facts and circumstances, has had or might in the future have (so far as the
Guarantor or the Lessee can foresee) a Material Adverse Effect.
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