Avis 2006 Annual Report Download - page 209

(iii) the Non-Program Fleet Market Value and compared such calculations with the corresponding amounts set forth in the Monthly Certificate
prepared pursuant to Section 4.1(b) of the Base Indenture and that on the basis of such comparison such accountants are of the opinion that
such amounts are in agreement, except for such exceptions as they believe to be immaterial and such other exceptions as shall be set forth in
such report. With respect to the calculations described in the foregoing clause (iii) , such report shall make the comparison described with
respect to the Non-Program Fleet Market Value only as of the last Determination Date in the period as to which the report is made. On or
before the second Determination Date immediately following March 31 and September 30 of each calendar year, AESOP Leasing shall furnish
an Officer’s Certificate of AESOP Leasing to the Lender, the Trustee, each Enhancement Provider and the Rating Agencies to the effect that
the officer making such certification has compared or caused to be compared the calculations described in clauses (i) and (ii) above with the
corresponding amounts set forth in the Monthly Certificate prepared pursuant to Section 4.1(b) of the Base Indenture, and has compared or
caused to be compared the calculation described in clause (iii) above with the corresponding amount set forth in the Monthly Certificate
prepared pursuant to Section 4.1(b) of the Base Indenture as of the last Determination Date in the period as to which the Officer’s Certificate is
given, and that on the basis of such comparison such officer is of the opinion that such amounts are in agreement, except for such exceptions as
shall be set forth in such Officer’s Certificate.
SECTION 9.23. Sale of Non-Program Vehicles Returned to AESOP Leasing . In the event that any Non-Program Vehicle leased
under the Finance Lease is returned to AESOP Leasing in accordance with Section 2.6(b) of the Finance Lease, AESOP Leasing shall use
commercially reasonable efforts to arrange for the sale of such Vehicle, either directly itself or through the Intermediary, and to maximize the
sale price thereof. AESOP Leasing shall not return or cause to be returned a Non-Program Vehicle to a Manufacturer under a Manufacturer
Program unless the conditions set forth in Section 2.6(b)(ii) of the Finance Lease shall have been satisfied with respect to such disposition.
SECTION 9.24. UCC Filings . On or before the third (3
rd
) Business Day following the Restatement Effective Date, AESOP
Leasing shall file or cause to be filed with the Secretary of State of the State of Delaware the UCC financing statements and the amendments to
UCC financing statements delivered in accordance with Section 11.1(h) .
SECTION 10. NEGATIVE 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, it will not:
SECTION 10.1. Liens
. Create, incur, assume or permit to exist any Lien upon any of its Assets (including the AESOP I Collateral),
other than Permitted Liens.
SECTION 10.2. Other Indebtedness . Create, assume, incur, suffer to exist or otherwise become or remain liable in respect of any
Indebtedness other than (i) Indebtedness hereunder and (ii) Indebtedness permitted under any other Related Document.
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