Avis 2006 Annual Report Download - page 215

12.1.5 Warranties and Representations . Any warranty or representation made by or on behalf of AESOP Leasing or otherwise in
connection herewith is inaccurate or incorrect or is breached or false or misleading in any material respect as of the date such warranty or
representation is made; or any schedule, certificate, financial statement, report, notice, or other writing furnished by or on behalf of AESOP
Leasing to the Lender is false or misleading in any material respect on the date as of which the facts therein set forth are stated or certified.
12.1.6 Lease Events of Default . The occurrence of a Lease Event of Default.
12.1.7 Loan Events of Default Under Other Loan Agreements . The occurrence of an AESOP I Operating Lease Loan Event of
Default or an AESOP II Loan Event of Default.
12.1.8 Judgments . Any final and unappealable (or, if capable of appeal, such appeal is not being diligently pursued or enforcement
thereof has not been stayed) judgment or order for the payment of money in excess of $100,000 which is not fully covered by insurance shall
be rendered against AESOP Leasing and such judgment or order shall continue unsatisfied and unstayed for a period of thirty (30) days.
SECTION 12.2. Effect of AESOP I Finance Lease Loan Event of Default or Liquidation Event of Default
. If any AESOP I Finance
Lease Loan Event of Default described in Section 12.1.1 or 12.1.3 or any Liquidation Event of Default shall occur, the Loan Commitment (if
not theretofore terminated) shall immediately terminate and (x) in the case of any other AESOP I Finance Lease Loan Event of Default, the
Lender may declare its Loan Commitment (if not theretofore terminated) to be terminated and whereupon it shall immediately terminate and
(y) in either case may declare the Loan Note and all other Liabilities to be due and payable, whereupon the Loan Note shall become
immediately due and payable.
SECTION 12.3. Rights of Lender and Trustee Upon Liquidation Event of Default and Non-Performance of Certain Covenants .
(a) If a Liquidation Event of Default shall have occurred and be continuing the Lender and the Trustee, to the extent provided in the Indenture,
shall have all the rights against AESOP Leasing and the Loan Collateral provided in the Indenture upon a Liquidation Event of Default,
including the right to take (under the specified circumstances) possession of all Vehicles immediately.
(b) If (i) AESOP Leasing shall default in the due performance and observance of any of its obligations under Section 9.3 , 9.4 , 9.5
(iii) , 9.8 , 10.1 or 10.11 hereof, or (ii) any Lessee shall default in the due performance and observance of its obligations under Section 31.10 of
the Finance Lease, and such default shall continue unremedied for a period of thirty (30) days after notice thereof shall have been given to
AESOP Leasing by the Lender, the Lender shall have the ability to exercise all rights, remedies, powers, privileges and claims of AESOP
Leasing against the Manufacturers under or in connection with the Manufacturer Programs with respect to (A) Program Vehicles leased under
the Finance Lease that AESOP Leasing has determined to turn back to the Manufacturers under such Manufacturer Programs (excluding
Relinquished Vehicles) and (B) whether or not AESOP Leasing shall then have determined to turn back such Program Vehicles, any Program
Vehicles leased under the Finance Lease for which the applicable Repurchase Period will end within one week or less.
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