Avis 2006 Annual Report Download - page 197

(b) AESOP Leasing hereby authorizes each of the Lender and the Trustee to file (provided that the Trustee shall have no obligation
to so file) financing or continuation statements, and amendments thereto and assignments thereof under the UCC in order to perfect its interest
in the AESOP I Finance Lease Loan Collateral.
SECTION 7.6. [RESERVED].
SECTION 7.7. [RESERVED].
SECTION 7.8. AESOP I Segregated Account . AESOP Leasing has established and shall maintain in its name an account entitled
“AESOP Leasing L.P. Account” (the “ AESOP I Segregated Account ”). The AESOP I Segregated Account shall be maintained (i) with a
Qualified Institution, or (ii) as a segregated trust account with the corporate trust department of a depository institution or trust company having
corporate trust powers and acting as trustee for funds deposited in the AESOP I Segregated Account. If the AESOP I Segregated Account is not
maintained in accordance with the previous sentence, then within ten (10) Business Days after obtaining knowledge of such fact AESOP
Leasing shall establish a new AESOP I Segregated Account which complies with such sentence and transfer into the new AESOP I Segregated
Account all amounts then on deposit in the non-qualifying AESOP I Segregated Account. The parties hereto acknowledge and agree that the
monies held in the AESOP I Segregated Account from time to time (i) are property of AESOP Leasing, (ii) are not being pledged to secure any
obligation to, or otherwise held in trust for, the Lender or any of the persons specified in this Section 7.8 and (iii) are available to satisfy the
claims of creditors of AESOP Leasing generally; provided , however , that nothing contained herein shall affect the rights of the Lender to
pursue all legal remedies available to it with respect to any amounts payable by AESOP Leasing hereunder.
SECTION 8. REPRESENTATIONS AND WARRANTIES. To induce the Lender to enter into this Agreement and to make Loans
hereunder, AESOP Leasing represents and warrants to the Lender as of the date hereof, as of the date of each Loan made hereunder and as of
each Series Closing Date that:
SECTION 8.1. Organization; Ownership; Power; Qualification . AESOP Leasing (i) is a limited partnership duly organized, validly
existing and in good standing under the laws of the jurisdiction of its formation, (ii) has the power and authority to own its properties and to
carry on its business as now being and hereafter proposed to be conducted and (iii) is duly qualified, in good standing and authorized to do
business in each jurisdiction in which the character of its properties or the nature of its businesses requires such qualification or authorization.
SECTION 8.2. Authorization; Enforceability . AESOP Leasing has the power and has taken all necessary action to authorize it to
execute, deliver and perform this Agreement and each of the other Related Documents to which it is a party in accordance with their respective
terms, and to consummate the transactions contemplated hereby and thereby. This
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