Avis 2010 Annual Report Download - page 612

2.6. Lessor’s Right to Cause Group II Trucks to be Sold . If the Lessee does not elect to purchase any Group II Truck leased by the
Lessee hereunder pursuant to Section 2.5 hereof, then:
(a) The Lessee shall use commercially reasonable efforts to arrange for the sale of each Group II Truck to a third party for the
Vehicle Purchase Price with respect to such Group II Truck on or prior to the applicable Vehicle Lease Expiration Date.
Notwithstanding the disposition of a Group II Truck by the Lessee prior to the applicable Vehicle Lease Expiration Date, the Lessee
shall pay to the Lessor all accrued and unpaid Monthly Base Rent and any Supplemental Rent then due and payable with respect to
such Group II Truck through the Distribution Date with respect to the Related Month during which such disposition occurred, unless
such Group II Truck is a Casualty, payment for which will be made in accordance with Section 6 hereof. If a sale of such Group II
Truck is arranged by the Lessee pursuant to this Section 2.6(a) , then (i) the Lessee shall deliver the Group II Truck to the purchaser
thereof, (ii) the Lessee shall cause to be delivered to the Lessor the funds paid for such Group II Truck by the purchaser and (iii) if
applicable, the Administrator shall request the Trustee to remove notation of its Lien (or, if applicable, to cause any Applicable
Nominee Lienholder to remove notation of its Lien) from the Certificate of Title of such Group II Truck.
(b) In the event any Group II Truck or Group II Trucks are not purchased by the Lessee of such Group II Truck pursuant to
Section 2.5 or sold to a third party pursuant to Section 2.6(a)
, then, the Lessee shall return such Group II Truck or Group II Trucks to
the Lessor on or before the Distribution Date with respect to the Related Month in which the applicable Vehicle Lease Expiration
Date falls.
2.7. Conditions to Each Lease of Group II Trucks
. The agreement of the Lessor to make available any Group II Truck for lease to the
Lessee upon such Lessee’s acquisition or refinancing of such Group II Truck, as agent of the Lessor, is subject to the terms and conditions
of the Base Indenture and subject to the satisfaction of the following conditions precedent as of the Vehicle Lease Commencement Date for
such Group II Truck:
2.7.1. No Default . No Lease Event of Default or Amortization Event with respect to any Group II Series of Notes shall have
occurred and be continuing on such date or would result from the leasing of such Group II Truck.
2.7.2. Limitations of the Acquisition of Certain Trucks . After giving effect to the inclusion of such Group II Truck under this
Agreement, there shall not be a failure or violation of any of the conditions, requirements, or restrictions specified in the Base
Indenture or any related Group II Series Supplement with respect to the leasing of Eligible Trucks under this Agreement.
2.7.3. Funding . The aggregate amount of funds to be expended by the Lessor on any one date to acquire or refinance any
Group II Trucks shall not exceed the aggregate Net Book Value of all such Group II Trucks.
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