Avis 2006 Annual Report Download - page 214

Manufacturer Program on the date such Program Vehicle becomes Relinquished Property pursuant to the Master Exchange Agreement; (c) on
the date of any transfer of any Relinquished Vehicle to the Intermediary, the only obligations or liabilities, if any, secured by such Relinquished
Vehicle are the Loans and/or any other obligations or liabilities arising under the Related Documents; (d) on the date of any such transfer, no
QI Parent Downgrade Event has occurred (unless the Rating Agency Consent Condition has been satisfied with respect to such transfers
continuing with the Intermediary); and (e) on the date of any such transfer, the following statements shall be true: (i) the representations and
warranties of AESOP Leasing in Section 8
are true and correct on and as of such date and shall be deemed to have been made on such date with
the same effect as though made on and as of such date, (ii) no Potential Loan Event of Default or Loan Event of Default, no Potential
Amortization Event or Amortization Event and no Liquidation Event of Default or Limited Liquidation Event of Default has occurred and is
continuing or would result from the making of such transfer, (iii) the Termination Date (as defined in the Master Exchange Agreement) has not
occurred and (iv) to AESOP Leasing’s knowledge, the representations and warranties of the Intermediary in Article VI of the Master Exchange
Agreement are true and correct on and as of such date and shall be deemed to have been made on and as of such date with the same effect as
though made on and as of such date.
SECTION 12. LOAN EVENTS OF DEFAULT AND THEIR EFFECT.
SECTION 12.1. AESOP I Finance Lease Loan Events of Default . Each of the following shall constitute an AESOP I Finance
Lease Loan Event of Default under this Agreement:
12.1.1 Non-Payment of Loans . Default in the payment when due of the principal amount of any Loan made hereunder or the
Monthly Loan Principal Amount hereunder, and the continuance thereof for one (1) Business Day after the occurrence thereof, or the default in
the payment of any Loan Interest on any Loan made hereunder, and the continuance thereof for five (5) Business Days after the occurrence
thereof.
12.1.2 Non-Payment of Other Amounts . Default, and continuance thereof for five (5) Business Days after notice thereof by the
Lender to AESOP Leasing, in the payment when due of any amount payable hereunder (other than any amount described in Section 12.1.1 ).
12.1.3 Bankruptcy, Insolvency, etc. The occurrence of an Event of Bankruptcy with respect to any Lessee, AESOP Leasing,
Original AESOP, the Intermediary, any Permitted Sublessee or any Permitted Nominee under any Franchisee Nominee Agreement.
12.1.4 Non-Compliance With Provisions . Failure by AESOP Leasing to comply with or to perform any provision of this
Agreement (and not constituting an AESOP I Finance Lease Loan Event of Default under any of the other provisions of this Section 12.1
) and,
other than the failure to comply with the provisions of Sections 10.1 and 10.2 hereof, the continuance of such failure for thirty (30) days after
the earlier of the date of the receipt of written notice thereof from the Lender or the Trustee to AESOP Leasing and the date AESOP Leasing
learns of such failure.
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