Avis 2006 Annual Report Download - page 213

(l) Indenture . The Base Indenture, dated the Restatement Effective Date, duly executed by the Lender and the Trustee, and all
conditions to the effectiveness thereof shall have been satisfied in all respects;
(m) Master Exchange Agreement and Related Documents . Executed copies of the Master Exchange Agreement and the Escrow
Agreement; and all conditions to the effectiveness of each such agreement shall have been satisfied;
(n) Loan Agreements . Each of the other Loan Agreements, as amended and restated as of the Restatement Effective Date, shall
have become effective simultaneously with this Agreement; and
(o) Other . Such other documents as the Trustee or the Lender may reasonably request.
SECTION 11.2. All Loans . All Loans hereunder shall be subject to the further conditions precedent that (a) if the amount of
Enhancement with respect to any Series of Notes is increased or if the current Enhancement with respect to any Series of Notes is replaced, to
the extent such additional or replacement Enhancement is in the form of an unfunded commitment (including, without limitation, a letter of
credit), AESOP Leasing shall cause the delivery to the Lender, the Trustee, the Enhancement Providers, if any, for any Series of Notes issued
and outstanding on the date of such opinion(s), Placement Agents, if any, and the Rating Agencies on or prior to the effectiveness of such
additional or replacement Enhancement of opinion(s) of counsel as to the enforceability of such additional or replacement Enhancement
substantially similar to the original opinions delivered with respect to such Enhancement, (b) the Lender shall have received a completed Loan
Request therefor and a copy of the related Vehicle Order, (c) all conditions precedent to the issuance of any Series of Notes after the Initial
Closing Date shall have been satisfied in accordance with the related Supplement and (d) on the date of such Loan the following statements
shall be true (and AESOP Leasing, by accepting the amount of such Loan, shall be deemed to have represented and warranted that): (i) the
representations and warranties contained in Section 8 are true and correct on and as of such date with the same effect as though made on and as
of such date and shall be deemed to have been made on such date and (ii) no Potential AESOP I Finance Lease Loan Event of Default or
AESOP I Finance Lease Loan Event of Default has occurred and is continuing or would result from the making of such Loan or from the
application of the proceeds of such Loan.
SECTION 11.3. All Transactions Under Master Exchange Agreement
. Each transfer by AESOP Leasing of a Relinquished Vehicle
to the Intermediary pursuant to the Master Exchange Agreement shall be subject to the satisfaction of each of the following conditions: (a) no
Manufacturer Event of Default with respect to the Manufacturer Program pursuant to which such Relinquished Vehicle is intended to be
transferred pursuant to the Master Exchange Agreement shall have occurred and be continuing at the time of such transfer; (b) in connection
with the transfer of any Program Vehicle to the Intermediary, AESOP Leasing shall have contracted to sell such Program Vehicle pursuant to
an Eligible Manufacturer Program (the Manufacturer party to which shall have consented to the purchase and sale of Vehicles by the
Intermediary pursuant to an Assignment Agreement, which consent shall not have been revoked) and shall have directed the Intermediary to
sell such Program Vehicle pursuant to such Eligible
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