Avis 2010 Annual Report Download - page 482

consents, approvals, authorizations, registrations, declarations or filings as would not have in the aggregate a Material Adverse Effect;
(e) the Sublessee is not (i) in violation of its certificate of [incorporation/ formation] or [by-laws/limited liability company
agreement]; (ii) in violation of any Requirement of Law with respect to it or (iii) in violation of any Contractual Obligation with respect to
it, except in the case of this clause (iii) as would not have in the aggregate a Material Adverse Effect; and
(f) the regular course of the Sublessee’s business is renting vehicles in its daily domestic vehicle rental business.
45. CERTAIN AFFIRMATIVE COVENANTS. (a) Until the expiration or termination of this Agreement, and thereafter until the
obligations of the Sublessee under this Agreement are satisfied in full, the Sublessee covenants and agrees that:
(i) it will use the Group I CPF Trucks which are subject to this Agreement in its daily domestic vehicle rental business;
(ii) it will take all actions within its power, and use its best efforts, to permit the Sublessor to perform all of the Sublessor’s
obligations under, and comply with all of the terms and conditions of, the Group I CPF Lease and, if applicable, it shall comply with the
terms and conditions of the Group I CPF Lease;
(iii) it will permit any Person designated in writing by CPF, the Trustee or the Sublessor to visit and inspect any of the properties,
corporate books or financial records of the Sublessee and discuss its affairs, finances and accounts with officers and employees of the
Sublessee, all at such reasonable times and as often as CPF, the Trustee or the Sublessor may reasonably request; and
(iv) it will do and cause to be done at all times all things necessary, including without limitation filing UCC financing statements and
continuation statements, to maintain and preserve the Sublessor’s first-priority perfected security interest in the Collateral.
(b) Until the expiration or termination of this Agreement, and thereafter until all obligations of the Sublessor under this Agreement and
under the Group I CPF Lease are satisfied in full, the Sublessor covenants and agrees that it will perform all obligations required to be performed
by it under the Group I CPF Lease with respect to each Group I CPF Truck subleased to the Sublessee pursuant to this Agreement.
46. NO BREACH OF GROUP I CPF LEASE . The Sublessee agrees and covenants that it will not take any action, or fail to take any
action, in each case that would cause the Sublessor to be in violation or breach of any term of the Group I CPF Lease, including, but not limited
to, creating or permitting to exist any Lien with respect to any Group I CPF Truck subleased hereunder, except for Permitted Liens.