Avis 2010 Annual Report Download - page 636

25.10. Jurisdiction of Organization; Principal Places of Business Locations . Each of the Lessee and the Guarantor is a “registered
organization” within the meaning of Section 9-102(a)(70) of the applicable UCC, and Schedule 25.10
lists each of the locations where each
of the Lessee and the Guarantor is organized and the Lessee’s and the Guarantor’s legal names. Except as set forth on Schedule 25.10
neither the Lessee nor the Guarantor has maintained a principal place of business or a chief executive office other than in Parsippany, New
Jersey and, in the case of the Lessee, Denver, Colorado during the four years preceding the date of this Agreement or the immediately
preceding Series Closing Date with respect to a Group II Series of Notes, as applicable.
25.11. Taxes . Each of the Guarantor and the Lessee has filed all tax returns which have been required to be filed by it (except where
the requirement to file such return is subject to a valid extension or such failure relates to returns which, in the aggregate, show taxes due in
an amount of not more than $500,000), and has paid or provided adequate reserves for the payment of all taxes shown due on such returns
or required to be paid as a condition to such extension, as well as all payroll taxes and federal and state withholding taxes, and all
assessments payable by it that have become due, other than those that are payable without penalty or are being contested in good faith by
appropriate proceedings and with respect to which adequate reserves have been established, and are being maintained, in accordance with
GAAP. As of the date hereof and as of each Series Closing Date, to the best of the Guarantor’s or the Lessee’s knowledge, there is no
unresolved claim by a taxing authority concerning the Guarantor’s or the Lessee’s tax liability for any period for which returns have been
filed or were due other than those contested in good faith by appropriate proceedings and with respect to which adequate reserves have
been established and are being maintained in accordance with GAAP.
25.12. Governmental Authorization . Each of the Guarantor and the Lessee has all licenses, franchises, permits and other
governmental authorizations necessary for all businesses presently carried on by it (including owning and leasing the real and personal
property owned and leased by it), except where failure to obtain such licenses, franchises, permits and other governmental authorizations
would not have a Material Adverse Effect.
25.13. Compliance with Laws . Each of the Guarantor and the Lessee: (i) is not in violation of any Requirement of Law, which
violation would have a Material Adverse Effect, and no such violation has been alleged, (ii) has filed in a timely manner all reports,
documents and other materials required to be filed by it with any Governmental Authority (and the information contained in each of such
filings is true, correct and complete in all material respects), except where failure to make such filings would not have a Material Adverse
Effect, and (iii) has retained all records and documents required to be retained by it pursuant to any Requirement of Law, except where
failure to retain such records would not have a Material Adverse Effect.
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