Avis 2006 Annual Report Download - page 212

(c) Consents, etc.
Certified copies of all documents evidencing any necessary limited partnership action, consents and governmental
approvals (if any) with respect to this Agreement;
(d) Incumbency and Signatures . A certificate of the Secretary or an Assistant Secretary of Original AESOP certifying the names of
the individual or individuals authorized to sign this Agreement and the other Related Documents to be executed by it, together with a sample of
the true signature of each such individual (the Lender may conclusively rely on each such certificate until formally advised by a like certificate
of any changes therein);
(e) Opinions of Counsel . The opinions of counsel required to be delivered by Section 2.2 of the Base Indenture;
(f) Good Standing Certificates . Certificates of good standing for AESOP Leasing in the jurisdiction of its formation and the
jurisdiction of its principal place of business;
(g) Search Reports . A written search report from a Person satisfactory to the Lender and the Trustee listing all effective financing
statements that name AESOP Leasing, as debtor or assignor, and that are filed and the jurisdictions in which filings were made pursuant to
subsection (i) below, together with copies of such financing statements, and tax and judgment lien search reports from a Person satisfactory to
the Lender and the Trustee showing no evidence of such liens filed against AESOP Leasing;
(h) Financing Statements . Draft financing statements or amendments to financing statements previously filed, naming AESOP
Leasing as debtor, the Lender as secured party and the Trustee as assignee or other, similar instruments or documents, as may be necessary or,
in the reasonable opinion of the Lender and the Trustee, desirable under the UCC of all applicable jurisdictions to perfect the Lender’s and the
Trustee’s interest in the AESOP I Loan Collateral;
(i) Enhancement . The Enhancement Amount with respect to any Series of Notes Outstanding as of the Restatement Effective Date
is equal to or exceeds the Required Enhancement Amount for such Series;
(j) Leases . An executed copy of the Finance Lease and all documents required to be delivered by each Lessee to the Lessor
pursuant thereto, and all conditions to the effectiveness thereof shall have been satisfied;
(k) Assignment Agreement . An executed copy of an Assignment Agreement with respect to each Manufacturer Program to which
any Vehicle leased under the AESOP I Finance Lease is subject as of the Restatement Effective Date and an Officer’s Certificate, duly
executed by an Authorized Officer of AESOP Leasing, certifying that each such copy is true, correct and complete as of the Restatement
Effective Date, that such Manufacturer Program shall be in full force and effect and enforceable against the related Manufacturer and that a
copy of such Manufacturer Program shall have been delivered to the Trustee;
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