Avis 2006 Annual Report Download - page 280

(iii) each of the Lessees and the Finance Lease Guarantor acknowledges that pursuant to the AESOP I Finance Lease Loan
Agreement and the Base Indenture the Lessor has irrevocably authorized and directed each Lessee and the Finance Lease Guarantor to,
and each Lessee and the Finance Lease Guarantor shall, make any payments of Monthly Base Rent and Supplemental Rent hereunder
(and any other payments hereunder) (other than Excluded Payments, which shall be paid to the AESOP I Segregated Account) directly to
the Trustee for deposit in the Collection Account established by the Trustee for receipt of such payments pursuant to the Base Indenture
and such payments shall discharge the obligation of each such Lessee and the Finance Lease Guarantor to the Lessor hereunder to the
extent of such payments. Upon written notice to the Lessees and the Finance Lease Guarantor of a sale or assignment by the Trustee of its
right, title and interest in moneys due under this Agreement to a successor Trustee, each Lessee and the Finance Lease Guarantor, as the
case may be, shall thereafter make payments of all Monthly Base Rent and Supplemental Rent (and any other payments hereunder) (other
than Excluded Payments, which shall be paid to the AESOP I Segregated Account) to the party specified in such notice;
(iv) upon request made by the Trustee at any time, each of the Lessees and the Finance Lease Guarantor will take such actions
as are requested by the Trustee to assist the Trustee in maintaining the Trustee’s first-priority perfected security interest in the Vehicles
leased hereunder, the Certificates of Title with respect thereto and any other portion of the AESOP I Finance Lease Loan Collateral; and
(v) in the event that the Indenture terminates and all obligations owing under the Indenture have been paid in full, the Lender
shall have all rights under this Agreement previously assigned to the Trustee.
28. [RESERVED]
29. MODIFICATION AND SEVERABILITY .
The terms of this Agreement will not be waived, altered, modified, amended, supplemented or terminated in any manner
whatsoever unless (i) the same shall be in writing and signed and delivered by the Lessor, the Finance Lease Guarantor and each Lessee and
consented to in writing by the Lender and the Trustee, and (ii) the Rating Agency Consent Condition shall have been satisfied. If any part of
this Agreement is not valid or enforceable according to law, all other parts will remain enforceable. The Lessor shall provide prompt written
notice to each Rating Agency of any such waiver, modification or amendment.
30. CERTAIN REPRESENTATIONS AND WARRANTIES .
Each Lessee represents and warrants to the Lessor and the Trustee as to itself, and the Finance Lease Guarantor represents and
warrants to the Lessor and the Trustee as to itself and as to each Lessee, that as of the Restatement Effective Date and as of each Series Closing
Date:
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