Avis 2006 Annual Report Download - page 195

(ix) all products and Proceeds of all of the foregoing;
provided , however , that the AESOP I Segregated Account shall not be subject to the grant of a security interest by AESOP Leasing pursuant
to this Section 7.1(a) and shall not constitute part of the AESOP I Loan Collateral. Upon the occurrence of an AESOP I Finance Lease Loan
Agreement Event of Default, the Lender and the Trustee, as assignee, shall have all of the rights and remedies of a secured party, including
without limitation, the rights and remedies granted under the UCC.
(b) To secure the CRCF Obligations, AESOP Leasing hereby pledges, hypothecates, assigns, transfers and delivers to the Trustee,
on behalf of the Secured Parties, and hereby grants to the Trustee, on behalf of the Secured Parties, a continuing, first-priority security interest
in, all of the AESOP I Finance Lease Loan Collateral, whether now owned or hereafter acquired. Upon the occurrence of a Liquidation Event
of Default or a Limited Liquidation Event of Default and subject to the provisions of the Related Documents, the Trustee shall have all of the
rights and remedies with respect to the AESOP I Finance Lease Loan Collateral of a secured party, including, without limitation, the rights and
remedies granted under the UCC.
SECTION 7.2. Certificates of Title . AESOP Leasing shall take, or shall cause to be taken, such action as shall be necessary to
submit all of the Certificates of Title for Vehicles leased under the Finance Lease (other than Certificates of Title with respect to the Franchisee
Vehicles for which the nominee lienholder under the applicable Franchisee Nominee Agreement is noted as the first lienholder) to the
appropriate state authority for notation of the Trustee’s lien thereon. The original Certificates of Title shall be held by (i) the Administrator,
(ii) SGS Automotive Services, Inc. (formerly known as and successor in interest to Intermodal Transportation Services, Inc.), as agent to the
Administrator, or (iii) any other titling service, acting as agent for the Administrator, that is approved in writing by the Required Noteholders of
each Outstanding Series of Notes. The Administrator, or its agent, shall hold such titles as agent for AESOP Leasing, in trust for the benefit of
the Lender and the Trustee.
SECTION 7.3. Release of AESOP I Finance Lease Loan Collateral . The Lender shall request the Trustee in writing to release its
Lien on a Vehicle (including a Relinquished Vehicle) leased under the Finance Lease and the Certificate of Title therefor upon the earliest of
(i) in the case of a Program Vehicle or a Non-Program Vehicle subject to a Guaranteed Depreciation Program, the date of the sale of such
Vehicle by an auction dealer to a third party, and in the case of a Program Vehicle or a Non-
Program Vehicle subject to a Repurchase Program,
the Turnback Date for such Vehicle, (ii) voluntary prepayment in full of the principal amount of the Loan to which such Vehicle relates in
accordance with Section 5.2 , as noted in records maintained by the Trustee, (iii) receipt of proceeds from an ordinary course sale of such
Vehicle in an amount at least equal to the Termination Value of such Vehicle; provided , however , that if such an ordinary course sale occurs
during the Repurchase Period with respect to a Program Vehicle, AESOP Leasing shall only sell or permit a sale of such Program Vehicle for a
purchase price, together with any amounts payable by a Manufacturer as a result of or in connection with such sale, equal to or greater than the
Repurchase Price that it would have
-
10
-