Avis 2010 Annual Report Download - page 481

(iii) all right, title and interest of the Sublessee in and to any proceeds from the sale of Group I CPF Trucks subleased by the
Sublessee hereunder which, notwithstanding that this Agreement and the Group I CPF Lease are intended to convey only leasehold
interests, are determined to be owned by the Sublessee, including all monies due in respect of such Group I CPF Trucks, whether payable
as the purchase price of such Group I CPF Trucks, as auction sales proceeds, or as fees, expenses, costs, indemnities, insurance recoveries,
or otherwise;
(iv) all payments under insurance policies (whether or not the Sublessor, CPF or the Trustee is named as the loss payee thereof) or
any warranty payable by reason of loss or damage to, or otherwise with respect to, any of the Group I CPF Trucks subleased by the
Sublessee hereunder;
(v) all additional property that may from time to time hereafter be subjected to the grant and pledge under this Agreement, as the
same may be modified or supplemented from time to time, by the Sublessee or by anyone on its behalf; and
(vi) all Proceeds of any and all of the foregoing including, without limitation, payments under insurance (whether or not the
Sublessor or CPF is named as the loss payee thereof) and cash ( subsections (i) through (vi) collectively referred to as, the “ Collateral ”).
44. CERTAIN REPRESENTATIONS AND WARRANTIES. The Sublessee represents and warrants to the Sublessor that, as of the date
hereof:
(a) the Sublessee is (i) a [corporation/limited liability company] duly [organized/formed], validly existing and in good standing under
the laws of the jurisdiction of its formation, (ii) has the [corporate/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;
(b) the Sublessee has the [corporate/limited liability company] power, and has taken all necessary [corporate/limited liability
company] action to authorize it, to execute, deliver and perform this Agreement in accordance with its terms, and to consummate the
transactions contemplated hereby; and this Agreement has been duly executed and delivered by the Sublessee and is a legal, valid and
binding obligation of the Sublessee enforceable in accordance with its terms;
(c) all of the issued equity interests of the Sublessee are owned directly or indirectly by the Guarantor, free and clear of all liens,
encumbrances, equities or claims;
(d) no consent, action by or in respect of, approval or other authorization of, or registration, declaration or filing with, any
Governmental Authority or other Person is required for the valid execution and delivery by the Sublessee of this Agreement or for the
performance of any of the Sublessee
’
s obligations hereunder other than such