Avis 2006 Annual Report Download - page 201

(c) AESOP Leasing has good, legal and marketable title to, or a valid leasehold interest in, all of its assets. None of such properties
or assets is subject to any Liens (except for Permitted Liens), claims or encumbrances. Except for financing statements or other filings with
respect to or evidencing Permitted Liens, no financing statement under the UCC of any state, application for a Certificate of Title or certificate
of ownership, or other filing which names AESOP Leasing as debtor or which covers or purports to cover any of the assets of AESOP Leasing
is on file in any state or other jurisdiction, and AESOP Leasing has not signed any such financing statement, application or instrument
authorizing any secured party or creditor of such Person thereunder to file any such financing statement, application or filing other than with
respect to Permitted Liens. No Person other than the Trustee has been named on any Certificate of Title for any Vehicle as the holder of any
Lien on such Vehicle. The Borrower is not aware of any judgment or tax lien filings against the Borrower. The Finance Lease has no marks or
notations indicating that it has been pledged, assigned or otherwise conveyed to any Person other than the Trustee.
SECTION 8.19. Accuracy of Information . All data, certificates, reports, statements, opinions of counsel, documents and other
information furnished to the Lender or the Trustee by or on behalf of AESOP Leasing pursuant to any provision of any Related Document, or
in connection with or pursuant to any amendment or modification of, or waiver under, any Related Document, shall, at the time the same are so
furnished, (i) be complete and correct in all material respects to the extent necessary to give the Lender or the Trustee, as the case may be, true
and accurate knowledge of the subject matter thereof, (ii) not contain any untrue statement of a material fact and (iii) not omit to state a
material fact necessary in order to make the statements contained therein (in light of the circumstances in which they were made) not
misleading, and the furnishing of the same to the Lender or the Trustee, as the case may be, shall constitute a representation and warranty by
AESOP Leasing made on the date the same are furnished to the Lender or the Trustee, as the case may be, to the effect specified in clauses (i) ,
(ii) and (iii) above.
SECTION 9. AFFIRMATIVE COVENANTS. Until the expiration or termination of the Loan Commitment and thereafter until the
Loan Note and all other Liabilities are paid in full, AESOP Leasing agrees that, unless at any time the Lender shall otherwise expressly consent
in writing:
SECTION 9.1. Existence; Foreign Qualification . AESOP Leasing will do and cause to be done at all times all things necessary to
(i) maintain and preserve its existence as a limited partnership, (ii) be, and ensure that it is, duly qualified to do business and in good standing
as a foreign limited partnership in each jurisdiction where the nature of its business makes such qualification necessary and the failure to so
qualify would have a material adverse effect on its financial condition, business, prospects or properties or a Material Adverse Effect (as set
forth in clauses (ii) and (iii) of the definition thereof) and (iii) comply with all Contractual Obligations and Requirements of Law binding
upon it, except to the extent that the failure to comply therewith would not, in the aggregate, have a material adverse effect on its financial
condition, business, prospects or properties or a Material Adverse Effect (as set forth in clauses (ii) and (iii) of the definition thereof).
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