Avis 2010 Annual Report Download - page 633

(v) In the event that the Indenture terminates and all obligations owing under the Indenture have been paid in full, the Lessor shall
have all rights under this Agreement previously assigned to the Trustee.
24. MODIFICATION AND SEVERABILITY . The terms of this Agreement will not be waived, altered, modified, amended,
supplemented or terminated in any manner whatsoever unless the same shall be in writing and signed and delivered by the Lessor, the Guarantor
and the Lessee and the Rating Agency Condition with respect to each applicable Group II Series of Notes Outstanding shall have been satisfied;
provided , that unless the Lessee shall have delivered a certification to the Trustee that any such waiver, alteration, modification, amendment,
supplement or termination will have no material adverse effect on each Group II Series of Notes Outstanding, the consent of the Required
Noteholders of such Group II Series of Notes (
i.e. , for which such certification was not delivered) shall be required prior to the effectiveness of
such waiver, alteration, modification, amendment, supplement or termination. If any 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 II 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 II 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 II 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.
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