Avis 2006 Annual Report Download - page 247

(ii) draft financing statements on Form UCC-1 to be filed in each jurisdiction where such Lessee is located under Section 9-
307
of the UCC naming such Lessee, as debtor, the Lessor as secured party and the Trustee, as assignee of the secured party, covering the
collateral described in Section 2(b) hereof.
(e) Each Lessee hereby authorizes each of the Lessor and the Trustee to file (provided that the Trustee shall have no obligation to so
file), or cause to be filed, financing or continuation statements, and amendments thereto and assignments thereof, under the UCC in order to
perfect its interest in the security interest granted pursuant to Section 2(b) .
(f) Each Lessee agrees to file, or cause to be filed, the financing statements delivered in draft form pursuant to Section 2(d)(ii) on or
before the third (3
rd
) Business Day following the Restatement Effective Date.
2.1. Lease and Acquisition of Vehicles .
From time to time, subject to the terms and provisions hereof, the Lessor agrees to lease to the Lessees and each Lessee agrees to
lease from the Lessor, subject to the terms hereof, (i) the new vehicles identified in vehicle orders (each such vehicle order, a “ Vehicle Order
”) placed by such Lessee (which Vehicles may not be titled in the States of Ohio, Oklahoma or Nebraska) pursuant to the terms of the
Manufacturer Programs with respect to Program Vehicles and Non-Program Vehicles (to the extent such Non-Program Vehicles are subject to
a Manufacturer Program) and as otherwise agreed by the Lessor, such Lessee and a dealer with respect to other Non-Program Vehicles, (ii) the
Vehicles identified in the computer file delivered to the Trustee on the date hereof which were leased to such Lessee pursuant to the Prior
AESOP Finance Lease immediately prior to the effectiveness of this Agreement and (iii) the Franchisee Vehicles identified in an Officer’s
Certificate from such Lessee delivered to the Lessor, the Lender and the Trustee (with a copy to each Rating Agency) at the time such Lessee
desires to lease such Franchisee Vehicles hereunder (which Vehicles may not be titled in the States of Ohio, Oklahoma or Nebraska), which
Officer’
s Certificate shall contain information concerning the Franchisee Vehicles to be leased by such Lessee under this Agreement of a scope
agreed upon by such Lessee and the Lessor (including, at a minimum, the Net Book Value (as of the first day of the Related Month in which
the Vehicle Finance Lease Commencement Date with respect to each such Vehicle occurs)); provided , however , that no Franchisee Vehicle
may be leased by any Lessee hereunder unless the Franchisee Vehicle Leasing Condition is met with respect to such Franchisee Vehicle. If
requested by the Lessor, each Lessee shall make each Vehicle Order with respect to each Vehicle leased by such Lessee hereunder available to
the Lessor, together with a schedule containing the information with respect to such Vehicle included within such Vehicle Order as is set forth
in Attachment A hereto (each, a “ Vehicle Acquisition Schedule ”), or in such form as is otherwise requested by the Lessor. In addition, each
Lessee agrees to provide such other information regarding such Vehicles as the Lessor may require from time to time, and on the related
Vehicle Finance Lease Commencement Date, in the case of any Franchisee Vehicle leased hereunder, such information as may be required to
determine the monthly Depreciation Charges applicable to such Vehicle. This Agreement, together with the Manufacturer Programs and any
other related documents attached to this Agreement or submitted with a Vehicle Order (collectively, the “ Supplemental Documents ”), will
constitute the entire agreement regarding the leasing of Vehicles by the Lessor to the Lessees.
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