Avis 2010 Annual Report Download - page 458

25.21. Accuracy of Information . All data, certificates, reports, statements, Opinions of Counsel, documents and other information
furnished to the Lessor, any Group I Noteholder or the Trustee by or on behalf of the Guarantor or the Lessee pursuant to any provision of
any Applicable Related Document with respect to any Group I Series of Notes, or in connection with or pursuant to any amendment or
modification of, or waiver under, any Applicable Related Document with respect to any Group I Series of Notes, shall, at the time the same
are so furnished, (i) be complete and correct in all material respects to the extent necessary to give the Lessor, such Group I Noteholder or
the Trustee, as the case may be, true and accurate knowledge of the subject matter thereof, (ii) not contain any untrue statement of a
material fact, and (iii) not omit to state a material fact necessary in order to make the statements contained therein (in light of the
circumstances in which they were made) not misleading, and the furnishing of the same to the Lessor, such Group I Noteholder or the
Trustee, as the case may be, shall constitute a representation and warranty by the Guarantor and the Lessee made on the date the same are
furnished to the Lessor, such Group I Noteholder or the Trustee, as the case may be, to the effect specified in clauses (i) , (ii) and (iii) .
25.22. Solvency . Both before and after giving effect to the transactions contemplated by this Agreement and the other Applicable
Related Documents with respect to each Group I Series of Notes, each of the Guarantor and the Lessee is solvent within the meaning of the
Bankruptcy Code and each of the Guarantor and the Lessee is not the subject of any voluntary or involuntary case or proceeding seeking
liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy or insolvency law and no Event of
Bankruptcy has occurred with respect to the Guarantor or the Lessee.
26. CERTAIN AFFIRMATIVE COVENANTS . Until the expiration or termination of this Agreement, and thereafter until the obligations
of the Lessee and the Guarantor under this Agreement and the Applicable Related Documents with respect to each Group I Series of Notes are
satisfied in full, the Lessee covenants and agrees as to itself, and the Guarantor covenants and agrees as to itself and as to the Lessee that, unless
at any time the Lessor and the Trustee shall otherwise expressly consent in writing, it will (and, in the case of the Guarantor, will cause the
Lessee to):
26.1. Corporate Existence; Foreign Qualification . Do and cause to be done at all times all things necessary to (i) maintain and
preserve the corporate existence of the Guarantor and the Lessee (it being understood that, subject to Section 27.1 , the Lessee shall remain
a direct or indirect Wholly-Owned Subsidiary of the Guarantor); (ii) be, and ensure that the Lessee is, duly qualified to do business and in
good standing as a foreign limited liability company in each jurisdiction where the nature of its business makes such qualification
necessary and the failure to so qualify would have a Material Adverse Effect; and (iii) comply with all Contractual Obligations and
Requirements of Law binding upon it and its Subsidiaries, except to the extent that the failure to comply therewith would not, in the
aggregate, have a Material Adverse Effect.
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