Avis 2010 Annual Report Download - page 634

25.3. Compliance . The execution, delivery and performance, in accordance with their respective terms, by the Guarantor and the
Lessee of 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, and the consummation of the transactions contemplated hereby and thereby, do not and will not (i) require any consent, approval,
authorization or registration not already obtained or effected, (ii) violate any applicable law with respect to the Guarantor or the Lessee
which violation could result in a Material Adverse Effect, (iii) conflict with, result in a breach of, or constitute a default under the
certificate of formation or limited liability company agreement, as amended, of the Guarantor or the Lessee, (iv) conflict with, result in a
material breach of, or constitute a default under any indenture or other material agreement or instrument to which the Guarantor or the
Lessee is a party or by which its properties may be bound, or (v) result in or require the creation or imposition of any Lien (except
Permitted Liens) upon or with respect to any property now owned or hereafter acquired by the Lessee.
25.4. Financial Information; Financial Condition . All balance sheets, all statements of operations, of shareholders’
equity and of cash
flow, and other financial data (other than projections) which have been or shall hereafter be furnished to the Lessor, the Trustee or any
Group II Noteholder for the purposes of or in connection with this Agreement or the Applicable Related Documents with respect to any
Group II Series of Notes have been and, except as noted therein, will be prepared in accordance with GAAP and do and will present fairly
the financial condition of the entities involved as of the dates thereof and the results of their operations for the periods covered thereby.
Such financial data include the following financial statements and reports which have been furnished to the Lessor, the Group II
Noteholders and the Trustee on or prior to the date hereof or such Series Closing Date:
(i) the audited consolidated financial statements consisting of a statement of financial position of the Guarantor and its
consolidated subsidiaries as of December 31, 2009 and the related statements of operations, stockholder’s equity and cash flows of
the Guarantor and its consolidated subsidiaries for the year ended December 31, 2009; and
(ii) the unaudited consolidated financial statements consisting of a statement of financial position of the Guarantor and its
consolidated subsidiaries as of December 31, 2009, and the related statements of operations, stockholder’s equity and cash flows of
the Guarantor and its consolidated subsidiaries for the three months ended December 31, 2009;
25.5. Litigation . Except as set forth in Schedule 25.5 hereto, as such Schedule may be amended in connection with each Series
Closing Date with respect to the Group II Series of Notes, and except for claims as to which an insurer has admitted coverage in writing
and which are fully covered by insurance and for which adequate reserves have been set aside in accordance with GAAP, no claims,
litigation (including, without limitation, derivative actions), arbitration, governmental investigation or proceeding or inquiry is pending or,
to the best of the Guarantor’s
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