Avis 2010 Annual Report Download - page 661

Attachment C
(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 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 II 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 II CPF Lease and, if applicable, it shall comply with the
terms and conditions of the Group II 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 II 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 II CPF Lease with respect to each Group II CPF Truck subleased to the Sublessee pursuant to this Agreement.
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