Avis 2006 Annual Report Download - page 211

SECTION 10.12. Use of Proceeds . Use or permit the proceeds of the Loans made hereunder to be used for any purpose other than
to finance the purchase of Eligible Vehicles that will be leased under the Finance Lease.
SECTION 10.13. Limitations on the Acquisition or Redesignation of Certain Vehicles . Unless otherwise specified in the related
Supplement or unless waived by the Required Noteholders as specified in the related Supplement, permit (a) the Non-Eligible Manufacturer
Amount as of any Payment Date to exceed any applicable Maximum Non-Eligible Manufacturer Amount, (b) the Financed Vehicle Amount as
of any Payment Date to exceed any applicable Maximum Financed Vehicle Amount, (c) the Non-Program Vehicle Amount as of any Payment
Date to exceed any applicable Maximum Non-Program Vehicle Amount and (d) the aggregate Net Book Value of all Vehicles leased under the
Leases and manufactured by a particular Manufacturer or group of Manufacturers as of any Payment Date to exceed any applicable Maximum
Manufacturer Amount.
SECTION 10.14. Maximum Vehicle Age . Permit at any time the age of any Non-
Program Vehicle leased under the Finance Lease,
calculated from the date of the original manufacturer invoice for such Vehicle, to exceed eighteen (18) months.
SECTION 10.15. Master Exchange Agreement . (i) Consent to any amendment or modification to, or waiver of, any provision of
the Master Exchange Agreement, the Escrow Agreement or any Sublease, or (ii) appoint a successor or replacement to the Person acting as
Intermediary under the Master Exchange Agreement, or the Person acting as escrow agent under the Escrow Agreement, in each case without
(x) the prior written consent of the Trustee and (y) the satisfaction of the Rating Agency Consent Condition.
SECTION 11. CONDITIONS.
SECTION 11.1. Effectiveness of Amended and Restated Agreement . The effectiveness of this Agreement shall be subject to the
prior or concurrent (i) delivery of each of the following documents to the Lender and, if not otherwise required to be delivered to the Trustee by
any other Related Document, to the Trustee and any Enhancement Provider, as applicable (in form and substance satisfactory to the Lender
and, if applicable, the Trustee and any Enhancement Provider) and (ii) satisfaction of the following conditions, as applicable:
(a) Certificate of Limited Partnership; Certificate of Incorporation . The certificate of limited partnership of AESOP Leasing, duly
certified by the Secretary of State of the State of Delaware, together with a copy of the limited partnership agreement of AESOP Leasing, duly
certified by the Secretary or an Assistant Secretary of Original AESOP. The certificate of incorporation of Original AESOP, duly certified by
the Secretary of State of the State of Delaware, together with a copy of the by-laws of Original AESOP, duly certified by the Secretary or an
Assistant Secretary of Original AESOP;
(b) Resolutions . Copies of resolutions of the Board of Directors of Original AESOP, the general partner of AESOP Leasing,
authorizing or ratifying the execution, delivery and performance of those documents and matters required of it with respect to this Agreement,
duly certified by the Secretary or an Assistant Secretary of Original AESOP;
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