Avis 2006 Annual Report Download - page 252

Event of Default with respect to the Manufacturer of such Program Vehicle or the failure of a Manufacturer to accept such Program Vehicle for
repurchase and acceptance is not expected upon a subsequent return), a Lessee may redesignate a Program Vehicle leased by it hereunder as a
Non
-Program Vehicle; provided that (i) no Amortization Event or Potential Amortization Event has occurred and is continuing and (ii) no
violation of the requirements of Section 10.13 of the AESOP I Finance Lease Loan Agreement or Section 2.9 hereof would be caused by such
redesignation; provided , further , in each case, that (x) the applicable Lessee of such Vehicle shall pay to the Lessor on the next succeeding
Payment Date an amount equal to the difference, if any, between the Net Book Value of such Vehicle as of the date of redesignation and an
amount equal to the Net Book Value of such Vehicle as of the date of redesignation had such Vehicle been a Non-Program Vehicle at the time
of delivery thereof pursuant to Section 2.1 and (y) the Required Enhancement Amount required under each Supplement, after giving effect to
such redesignation, shall be satisfied on the date of redesignation.
2.8. Vehicle Purchase Surplus Amount Payments .
On each Payment Date, the Lessor shall pay to the Lessees, from amounts on deposit in the AESOP I Segregated Account, the
Vehicle Purchase Surplus Amount with respect to the Vehicles leased hereunder for such Payment Date. The Lessees shall have no right to
demand, counterclaim, setoff, deduct, abate, defer, decrease or in any other way reduce any payment of Monthly Base Rent or Supplemental
Rent by the Lessees hereunder for amounts due from the Lessor under this Section 2.8 .
2.9. Limitations on the Acquisition or Redesignation of Certain Vehicles .
Unless otherwise specified in a Supplement or unless waived by the Required Noteholders as specified in a Supplement, (a) the
aggregate Net Book Value of all Vehicles (or such portion thereof as is specified in such Supplement) manufactured by Manufacturers other
than Eligible Non-Program Manufacturers and leased under this Agreement (after giving effect to the inclusion of such Vehicle under this
Agreement) and the AESOP I Operating Lease as of such date shall not exceed any applicable Maximum Non-Eligible Manufacturer Amount,
(b) the aggregate Net Book Value of all Vehicles (or such portion thereof as is specified in such Supplement) leased under this Agreement
(after giving effect to the inclusion of such Vehicle under this Agreement) as of such date shall not exceed any applicable Maximum Financed
Vehicle Amount, (c) the aggregate Net Book Value of all Non-Program Vehicles (or such portion thereof as is specified in such Supplement)
leased under this Agreement (after giving effect to the inclusion or redesignation, as the case may be, of such Vehicle under this Agreement)
and the AESOP I Operating Lease as of such date shall not exceed any applicable Maximum Non-Program Vehicle Amount, (d) the aggregate
Net Book Value of all Vehicles (or such portion thereof as is specified in such Supplement) manufactured by a particular Manufacturer or
group of Manufacturers and leased under the Leases (after giving effect to the inclusion of such Vehicle under this Agreement) as of such date
shall not exceed any applicable Maximum Manufacturer Amount and (e) after giving effect to the inclusion or redesignation of such Vehicle
under this Agreement, there shall not be a failure or violation of any other conditions, requirements or restrictions with respect to the leasing of
Eligible Vehicles under this Agreement as is specified in any Supplement.
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