Avis 2006 Annual Report Download - page 194

(whether arising pursuant to the terms of the Finance Lease or the related Lessee Agreements and the Subleases or otherwise available to
AESOP Leasing at law or in equity), the right to enforce the Finance Lease and the related Lessee Agreements and the Subleases as
provided herein and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with
respect to the Finance Lease and the related Lessee Agreements and the Subleases or the obligations of any party thereunder, and all
collateral pledged by the Lessees under the Finance Lease;
(iv) all right, title and interest of each of AESOP Leasing in, to and under the Vehicle Title and Lienholder Nominee Agreements
and the Administration Agreement, including any amendments thereof, and all monies due and to become due thereunder, in each case in
respect of Vehicles leased under the AESOP I Finance Lease, whether payable as fees, expenses, costs, indemnities, insurance recoveries,
damages for the breach of any of the Vehicle Title and Lienholder Nominee Agreements and the Administration Agreement or otherwise
and all rights to compel performance and otherwise exercise remedies thereunder;
(v) all payments under insurance policies (whether or not the Lessor, the Lender or the Trustee is named as the loss payee thereof)
or any warranty payable by reason of loss or damage to, or otherwise with respect to, any of the Vehicles leased under the Finance Lease;
(vi) all right, title and interest of AESOP Leasing in and to any proceeds from the sale of Vehicles leased under the Finance Lease,
including all monies due in respect of such Vehicles under the Finance Lease, whether payable as the purchase price of such Vehicles,
auction sales proceeds, or as fees, expenses, costs, indemnities, insurance recoveries, or otherwise (including all upfront incentive
payments payable by Manufacturers in respect of purchases of Non-Program Vehicles, but excluding the proceeds from the sale of
Vehicles that are Relinquished Vehicles at the time of such sale);
(vii) any assignment of a security interest in any Vehicle leased under the Finance Lease granted to AESOP Leasing pursuant to the
Finance Lease or otherwise, and all Certificates of Title with respect to each such Vehicle;
(viii) all right, title and interest of AESOP Leasing in, to and under the Master Exchange Agreement and the Escrow Agreement,
including any amendments thereof, all monies due and to become due to AESOP Leasing thereunder, whether amounts payable to
AESOP Leasing from the Joint Collection Accounts or any Exchange Account by the Intermediary or payable as damages for breach of
the Master Exchange Agreement, the Escrow Agreement or otherwise, and all other property released or to be released by the
Intermediary to AESOP Leasing thereunder and all rights to compel performance and otherwise exercise remedies thereunder; provided ,
however , that in the case of any property and funds held in the Joint Collection Accounts or any Exchange Account that constitute
Relinquished Property Proceeds, such property shall not constitute part of the AESOP I Finance Lease Loan Collateral until such amounts
are payable by the Intermediary to the Trustee pursuant to the Master Exchange Agreement or the Escrow Agreement in accordance with
the terms thereof; and
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