Avis 2006 Annual Report Download - page 245

Lessee Agreements, and any documents or agreements describing any collateral securing such obligations or liabilities and (d) all
guarantees, insurance and other agreements or arrangements of whatever character from time to time supporting or securing payment of
such obligations and liabilities of such Lessee pursuant to the Lessee Agreements;
(ii) all Vehicles leased by such Lessee from the Lessor under this Agreement and all Certificates of Title with respect to such
Vehicles;
(iii) all right, title and interest of such Lessee in, to and under any Manufacturer Programs, including any amendments thereof,
and all monies due and to become due thereunder, in each case in respect of the Vehicles leased by such Lessee hereunder, 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 to such Lessee or the Lessor in respect of
purchases of vehicles under the Manufacturer Programs) and all rights to compel performance and otherwise exercise remedies
thereunder (provided, that such security interest is nonexclusive and subject to such Lessee’s right, title or interest in and to the
Manufacturer Programs);
(iv) all right, title and interest of such Lessee in and to any proceeds from the sale of the Vehicles leased by it hereunder
(including, without limitation, the sale of any such Vehicles by the Intermediary), including all monies due in respect of such Vehicles,
whether payable as the purchase price of such Vehicles, as auction sales proceeds, or as fees, expenses, costs, indemnities, insurance
recoveries, or otherwise (including all upfront incentive payments payable by Manufacturers to such Lessee or the Lessor 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);
(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 by such Lessee
hereunder;
(vi) the rights of such Lessee under each Sublease entered into from time to time relating to the Vehicles leased by such
Lessee hereunder, as each such Sublease may be amended, modified or supplemented from time to time in accordance with its terms,
including, without limitation, (a) all monies due and to become due to such Lessee from any Permitted Sublessee or any other Person
under or in connection with each such Sublease, whether payable as rent, guaranty payments, fees, expenses, costs, indemnities, insurance
recoveries, damages for the breach of such Sublease or otherwise, (b) all rights, remedies, powers, privileges and claims of such Lessee
against any Permitted Sublessee or any other party under or with respect to each such Sublease (whether arising pursuant to the terms of
such Sublease or otherwise available to such Lessee at law or in equity), including the right to enforce such Sublease and to give or
withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to such Sublease or the
obligations and liabilities of any party thereunder, (c) all liens and property from time to time purporting to secure
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