Avis 2006 Annual Report Download - page 193

SECTION 6.3. Application of Sale Proceeds . AESOP Leasing agrees that an amount equal to the product of (A) the applicable
Loan Payment Allocation Percentage as of the beginning of the Related Month and (B) the sum of (i) all payments made by the Manufacturers
and related auction dealers under the Manufacturer Programs with respect to Vehicles (including Relinquished Vehicles) leased under the
Finance Lease, and (ii) proceeds from the sale to third parties of Vehicles (including Relinquished Vehicles) leased under the Finance Lease
(other than to the Manufacturer or pursuant to a Guaranteed Depreciation Program), in each case deposited in the Collection Account on any
date, shall automatically be applied, upon the transfer thereof from a Joint Collection Account to the Collection Account or otherwise upon
deposit thereof in the Collection Account, to prepay the Loan Principal Amount.
SECTION 6.4. Payment Deficits . At or before 11:30 a.m., New York City time, on each Payment Date, AESOP Leasing shall
notify the Trustee and the related Enhancement Provider of the amount of the Lease Payment Deficit, if any, with respect to each Series of
Notes issued pursuant to the Indenture, such notification to be in the form of
Exhibit C .
SECTION 7. LOAN COLLATERAL SECURITY.
SECTION 7.1. Grant of Security Interest . (a) As security for the prompt and complete payment and performance of its Liabilities,
AESOP Leasing hereby pledges, hypothecates, assigns, transfers and delivers to the Lender, and hereby grants to the Lender, a continuing,
security interest in, all of the following, whether now owned or hereafter acquired:
(i) all Vehicles leased under the Finance Lease, and all Certificates of Title with respect thereto;
(ii) all right, title and interest of AESOP Leasing in and to each Manufacturer Program, including any amendments thereof, and all
monies due and to become due under or in connection with each such Manufacturer Program, in each case in respect of Vehicles leased
under the Finance Lease (other than Relinquished Property Proceeds), whether payable as Vehicle Repurchase Prices, auction sales
proceeds, fees, expenses, costs, indemnities, insurance recoveries, damages for breach of the Manufacturer Programs or otherwise (but
excluding all incentive payments payable in respect of purchases of Vehicles under the Manufacturer Programs) and all rights to compel
performance and otherwise exercise remedies thereunder;
(iii) all right, title and interest of AESOP Leasing in, to and under the Finance Lease and the related Lessee Agreements and the
Subleases (other than any right, title and interest of AESOP Leasing with respect to any Excluded Payments), including, without
limitation, all monies due and to become due to AESOP Leasing from the Lessees, the Finance Lease Guarantor, any Sublessee or any of
their assigns under or in connection with the Finance Lease and the related Lessee Agreements and the Subleases, whether payable as
principal, interest, rent, guaranty payments, fees, expenses, costs, indemnities, insurance recoveries, damages for the breach of any of the
Finance Lease and the related Lessee Agreements and the Subleases or otherwise, and all rights, remedies, powers, privileges and claims
of AESOP Leasing against any other party under or with respect to the Finance Lease and the related Lessee Agreements and the
Subleases
-
8
-