Common use of Execution and Delivery of Guarantees Clause in Contracts

Execution and Delivery of Guarantees. The Company shall cause each Restricted Subsidiary that is required to become a Subsidiary Guarantor pursuant to Section 6.12, each Subsidiary of the Company that the Company causes to become a Subsidiary Guarantor pursuant to Section 6.12, and each Parent of the Company that elects to become a Parent Guarantor to promptly execute and deliver to the Trustee a Supplemental Indenture substantially in the form set forth in Exhibit B to the Supplemental Indenture, or otherwise in form and substance reasonably satisfactory to the Trustee, evidencing its Parent Guarantee or Subsidiary Guarantee on substantially the terms set forth in this Article XII. Concurrently therewith, the Company shall deliver to the Trustee an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee to the effect that such Supplemental Indenture has been duly authorized, executed and delivered by such Parent or Restricted Subsidiary and that, subject to applicable bankruptcy, insolvency, fraudulent transfer, fraudulent conveyance, reorganization, moratorium and other laws now or hereafter in effect affecting creditors’ rights or remedies generally and to general principles of equity (including standards of materiality, good faith, fair dealing and reasonableness), whether considered in a proceeding at law or at equity, such Supplemental Indenture is a valid and binding agreement of such Parent or Restricted Subsidiary, enforceable against such Parent or Restricted Subsidiary in accordance with its terms.

Execution and Delivery of Guarantees. The Notes shall be guaranteed by the Indirect Parent and the Direct Parent. In addition, the Company shall cause each Restricted Subsidiary that is required to become a Subsidiary Guarantor pursuant to Section 6.12414, and each Subsidiary of the Company that the Company causes to become a Subsidiary Guarantor pursuant to Section 6.12414, and each Parent of the Company that elects to become a Parent Guarantor to promptly execute and deliver to the Trustee a Supplemental Indenture substantially in the form set forth in Exhibit B E to the Supplemental this Indenture, or otherwise in form and substance reasonably satisfactory to the Trustee, evidencing its Parent Guarantee or Subsidiary Guarantee on substantially the terms set forth in this Article XIIXIII. Concurrently therewith, the Company shall deliver to the Trustee an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee to the effect that such Supplemental Indenture has been duly authorized, executed and delivered by such Parent or Restricted Subsidiary and that, subject to applicable bankruptcy, insolvency, fraudulent transfer, fraudulent conveyance, reorganization, moratorium and other laws now or hereafter in effect affecting creditors’ rights or remedies generally and to general principles of equity (including standards of materiality, good faith, fair dealing and reasonableness), whether considered in a proceeding at law or at equity, such Supplemental Indenture is a valid and binding agreement of such Parent or Restricted Subsidiary, enforceable against such Parent or Restricted Subsidiary in accordance with its terms.

Execution and Delivery of Guarantees. The Notes shall be guaranteed by each of the Guarantors. In addition, the Company shall cause each Restricted Subsidiary that is required to become a Subsidiary Guarantor pursuant to Section 6.12414, and each Subsidiary of the Company that the Company causes to become a Subsidiary Guarantor pursuant to Section 6.12414, and each Parent of the Company that elects to become a Parent Guarantor to promptly execute and deliver to the Trustee a Supplemental Indenture substantially in the form set forth in Exhibit B E to the Supplemental this Indenture, or otherwise in form and substance reasonably satisfactory to the Trustee, evidencing its Parent Guarantee or Subsidiary Guarantee on substantially the terms set forth in this Article XIIXIII. Concurrently therewith, the Company shall deliver to the Trustee an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee to the effect that such Supplemental Indenture has been duly authorized, executed and delivered by such Parent or Restricted Subsidiary and that, subject to applicable bankruptcy, insolvency, fraudulent transfer, fraudulent conveyance, reorganization, moratorium and other laws now or hereafter in effect affecting creditors’ rights or remedies generally and to general principles of equity (including standards of materiality, good faith, fair dealing and reasonableness), whether considered in a proceeding at law or at equity, such Supplemental Indenture is a valid and binding agreement of such Parent or Restricted Subsidiary, enforceable against such Parent or Restricted Subsidiary in accordance with its terms.

Execution and Delivery of Guarantees. The Company shall cause each Restricted Subsidiary that is required to become a Subsidiary Guarantor pursuant to Section 6.12414, and each Subsidiary of the Company that the Company causes to become a Subsidiary Guarantor pursuant to Section 6.12414, and each Parent of the Company that elects to become a Parent Guarantor to promptly execute and deliver to the Trustee a Supplemental Indenture supplemental indenture substantially in the form set forth in Exhibit B E to the Supplemental this Indenture, or otherwise in form and substance reasonably satisfactory to the Trustee, evidencing its Parent Guarantee or Subsidiary Guarantee on substantially the terms set forth in this Article XIIXIII. Concurrently therewith, the Company shall deliver to the Trustee an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee to the effect that such Supplemental Indenture supplemental indenture has been duly authorized, executed and delivered by such Parent or Restricted Subsidiary and that, subject to applicable bankruptcy, insolvency, fraudulent transfer, fraudulent conveyance, reorganization, moratorium and other laws now or hereafter in effect affecting creditors’ rights or remedies generally and to general principles of equity (including standards of materiality, good faith, fair dealing and reasonableness), whether considered in a proceeding at law or at equity, such Supplemental Indenture supplemental indenture is a valid and binding agreement of such Parent or Restricted Subsidiary, enforceable against such Parent or Restricted Subsidiary in accordance with its terms.

Execution and Delivery of Guarantees. The Notes shall be guaranteed by the Indirect Parent and the Direct Parent. In addition (and in addition to the provisions of Section 416), the Company shall cause each Restricted Subsidiary that is required to become a Subsidiary Guarantor pursuant to Section 6.12414, and each Subsidiary of the Company that the Company causes to become a Subsidiary Guarantor pursuant to Section 6.12414, and each Parent of the Company that elects to become a Parent Guarantor to promptly execute and deliver to the Trustee a Supplemental Indenture substantially in the form set forth in Exhibit B E to the Supplemental this Indenture, or otherwise in form and substance reasonably satisfactory to the Trustee, evidencing its Parent Guarantee or Subsidiary Guarantee on substantially the terms set forth in this Article XIIXIII. Concurrently therewith, the Company shall deliver to the Trustee an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee to the effect that such Supplemental Indenture has been duly authorized, executed and delivered by such Parent or Restricted Subsidiary and that, subject to applicable bankruptcy, insolvency, fraudulent transfer, fraudulent conveyance, reorganization, moratorium and other laws now or hereafter in effect affecting creditors’ rights or remedies generally and to general principles of equity (including standards of materiality, good faith, fair dealing and reasonableness), whether considered in a proceeding at law or at equity, such Supplemental Indenture is a valid and binding agreement of such Parent or Restricted Subsidiary, enforceable against such Parent or Restricted Subsidiary in accordance with its terms. Section 1309 Notices. Notice to any Guarantor shall be sufficient if addressed to such Guarantor in care of the Company at the address, place and manner provided in Section 109.

Execution and Delivery of Guarantees. The Notes shall be guaranteed by the Company’s parent company, Avis Budget Holdings, LLC (the “Parent Guarantor”). In addition, the Company shall cause each Restricted Subsidiary that is required to become a Subsidiary Guarantor pursuant to Section 6.12414, and each Subsidiary of the Company that the Company causes to become a Subsidiary Guarantor pursuant to Section 6.12414, and each Parent of the Company that elects to become a Parent Guarantor to promptly execute and deliver to the Trustee a Supplemental Indenture substantially in the form set forth in Exhibit B I to the Supplemental this Indenture, or otherwise in form and substance reasonably satisfactory to the Trustee, evidencing its Parent Guarantee or Subsidiary Guarantee on substantially the terms set forth in this Article XIIXIII. Concurrently therewith, the Company shall deliver to the Trustee an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee to the effect that such Supplemental Indenture has been duly authorized, executed and delivered by such Parent or Restricted Subsidiary and that, subject to applicable bankruptcy, insolvency, fraudulent transfer, fraudulent conveyance, reorganization, moratorium and other laws now or hereafter in effect affecting creditors’ rights or remedies generally and to general principles of equity (including standards of materiality, good faith, fair dealing and reasonableness), whether considered in a proceeding at law or at equity, such Supplemental Indenture is a valid and binding agreement of such Parent or Restricted Subsidiary, enforceable against such Parent or Restricted Subsidiary in accordance with its terms.

Execution and Delivery of Guarantees. The Company shall cause each Restricted Subsidiary that is required to become a Subsidiary Guarantor pursuant to Section 6.12To evidence its Guarantee set forth in this Article Twelve, each Subsidiary of the Company that the Company causes to become a Subsidiary Guarantor pursuant to Section 6.12, and each Parent of the Company that elects to become a Parent Guarantor to promptly shall execute and deliver to the Trustee a Supplemental Indenture substantially Guarantee in the form set forth in Exhibit B of EXHIBIT C hereto pursuant to which such Subsidiary shall become a Guarantor under this Article Twelve and shall guarantee the Supplemental Indenture, or otherwise in form and substance reasonably satisfactory to obligations of the Trustee, evidencing its Parent Guarantee or Subsidiary Guarantee on substantially the terms set forth Company as provided in this Article XIITwelve. Concurrently therewithwith the execution and delivery of such Guarantee, the Company shall deliver to the Trustee an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee substantially to the effect that such Supplemental Indenture has Guarantee and supplemental indenture have been duly authorized, executed and delivered by such Parent or Restricted Subsidiary Guarantor and that, subject to applicable the application of bankruptcy, insolvency, fraudulent transfermoratorium, fraudulent conveyance, reorganization, moratorium conveyance or fraudulent transfer and other laws now or hereafter in effect affecting relating to creditors’ ' rights or remedies generally and to general principles of equity (including standards of materiality, good faith, fair dealing and reasonableness)equity, whether considered in a proceeding at law or at in equity, the Guarantee of such Supplemental Indenture Guarantor contained herein and in its Guarantee (subject to the limitations set forth in Section 1202) is a legal, valid and binding agreement obligation of such Parent or Restricted SubsidiaryGuarantor, enforceable against such Parent or Restricted Subsidiary Guarantor in accordance with its terms. Each Guarantee shall remain in full force and effect and apply to all of the Securities notwithstanding any failure to endorse on each Security a notation of such Guarantee. The delivery of any Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth in this Indenture on behalf of each Guarantor.

Execution and Delivery of Guarantees. The Notes shall be guaranteed by the Indirect Parent and the Direct Parent. In addition (and in addition to the provisions of Section 416), the Company shall cause each Restricted Subsidiary that is required to become a Subsidiary Guarantor pursuant to Section 6.12414, and each Subsidiary of the Company that the Company causes to become a Subsidiary Guarantor pursuant to Section 6.12414, and each Parent of the Company that elects to become a Parent Guarantor to promptly execute and deliver to the Trustee a Supplemental Indenture substantially in the form set forth in Exhibit B E to the Supplemental this Indenture, or otherwise in form and substance reasonably satisfactory to the Trustee, evidencing its Parent Guarantee or Subsidiary Guarantee on substantially the terms set forth in this Article XIIXIII. Concurrently therewith, the Company shall deliver to the Trustee an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee to the effect that such Supplemental Indenture has been duly authorized, executed and delivered by such Parent or Restricted Subsidiary and that, subject to applicable bankruptcy, insolvency, fraudulent transfer, fraudulent conveyance, reorganization, moratorium and other laws now or hereafter in effect affecting creditors’ rights or remedies generally and to general principles of equity (including standards of materiality, good faith, fair dealing and reasonableness), whether considered in a proceeding at law or at equity, such Supplemental Indenture is a valid and binding agreement of such Parent or Restricted Subsidiary, enforceable against such Parent or Restricted Subsidiary in accordance with its terms.

Execution and Delivery of Guarantees. The Company shall cause each Restricted Subsidiary that is required to become a Subsidiary Guarantor pursuant to Section 6.12414, and each Subsidiary of the Company that the Company causes to become a Subsidiary Guarantor pursuant to Section 6.12414, and each Parent of the Company that elects to become a Parent Guarantor to promptly execute and deliver to the Trustee a Supplemental Indenture supplemental indenture substantially in the form set forth in Exhibit B E to the Supplemental Indenture, or otherwise in form and substance reasonably satisfactory to the Trustee, evidencing its Parent Guarantee or Subsidiary Guarantee on substantially the terms set forth in this Article XIIXIII. Concurrently therewith, the Company shall deliver to the Trustee an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee to the effect that such Supplemental Indenture supplemental indenture has been duly authorized, executed and delivered by such Parent or Restricted Subsidiary and that, subject to applicable bankruptcy, insolvency, fraudulent transfer, fraudulent conveyance, reorganization, moratorium and other laws now or hereafter in effect affecting creditors’ rights or remedies generally and to general principles of equity (including standards of materiality, good faith, fair dealing and reasonableness), whether considered in a proceeding at law or at equity, such Supplemental Indenture supplemental indenture is a valid and binding agreement of such Parent or Restricted Subsidiary, enforceable against such Parent or Restricted Subsidiary in accordance with its terms.

Execution and Delivery of Guarantees. The Notes shall be guaranteed by each of the Parent Guarantors. In addition (and in addition to the provisions of Section 416), the Company shall cause each Restricted Subsidiary that is required to become a Subsidiary Guarantor pursuant to Section 6.12414, and each Subsidiary of the Company that the Company causes to become a Subsidiary Guarantor pursuant to Section 6.12414, and each Parent of the Company that elects to become a Parent Guarantor to promptly execute and deliver to the Trustee a Supplemental Indenture substantially in the form set forth in Exhibit B E to the Supplemental this Indenture, or otherwise in form and substance reasonably satisfactory to the Trustee, evidencing its Parent Guarantee or Subsidiary Guarantee on substantially the terms set forth in this Article XIIXIII. Concurrently therewith, the Company shall deliver to the Trustee an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee to the effect that such Supplemental Indenture has been duly authorized, executed and delivered by such Parent or Restricted Subsidiary and that, subject to applicable bankruptcy, insolvency, fraudulent transfer, fraudulent conveyance, reorganization, moratorium and other laws now or hereafter in effect affecting creditors’ rights or remedies generally and to general principles of equity (including standards of materiality, good faith, fair dealing and reasonableness), whether considered in a proceeding at law or at equity, such Supplemental Indenture is a valid and binding agreement of such Parent or Restricted Subsidiary, enforceable against such Parent or Restricted Subsidiary in accordance with its terms. Section 1309 Notices. Notice to any Guarantor shall be sufficient if addressed to such Guarantor in care of the Issuer at the address, place and manner provided in Section 109.

Execution and Delivery of Guarantees. The Company shall cause each Restricted Subsidiary that is required to become a Subsidiary Guarantor pursuant to Section 6.12414, and each Subsidiary of the Company that the Company causes to become a Subsidiary Guarantor pursuant to Section 6.12414, and each Parent of the Company that elects to become a Parent Guarantor Guarantor, to promptly execute and deliver to the Trustee a Supplemental Indenture substantially in the form set forth in Exhibit B D to the Supplemental this Indenture, or otherwise in form and substance reasonably satisfactory to the Trustee, evidencing its Parent Guarantee or Subsidiary Guarantee on substantially the terms set forth in this Article XIIXIII. Concurrently therewith, the Company shall deliver to the Trustee an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee to the effect that such Supplemental Indenture has been duly authorized, executed and delivered by such Parent or Restricted Subsidiary and that, subject to applicable bankruptcy, insolvency, fraudulent transfer, fraudulent conveyance, reorganization, moratorium and other laws now or hereafter in effect affecting creditors’ rights or remedies generally and to general principles of equity (including standards of materiality, good faith, fair dealing and reasonableness), whether considered in a proceeding at law or at equity, such Supplemental Indenture is a valid and binding agreement of such Parent or Restricted Subsidiary, enforceable against such Parent or Restricted Subsidiary in accordance with its terms.