Avis 2006 Annual Report Download - page 187

circumstances, to pay amortizing Notes. In addition, the Lender will utilize the proceeds of certain capital contributions from time to time to
make Loans to AESOP Leasing hereunder to the extent Vehicles eligible to be financed hereunder are available for financing and, in certain
other circumstances, to pay amortizing Notes. In connection with the foregoing, the Lender has assigned its rights hereunder and under the
AESOP I Operating Lease Loan Agreement and the AESOP II Loan Agreement to the Trustee to secure the Lender’s obligations to the
Secured Parties; and
WHEREAS, except as expressly provided herein otherwise with respect to the proceeds of the Relinquished Vehicles and related
Relinquished Vehicle Property, and with respect to Excluded Payments, the Loans made to AESOP Leasing hereunder will be secured by all of
AESOP Leasing’s right, title and interest in and to (a) the Vehicles leased under the Finance Lease, (b) the Manufacturer Programs as they
relate to such Vehicles that are Program Vehicles, (c) all monies due arising from the sale of such Vehicles that are Non-Program Vehicles,
(d) all payments under insurance policies or warranties relating to such Vehicles, (e) all payments due from the Lessees under the Finance
Lease and (f) all property pledged as collateral for the obligations of the Lessees under the Finance Lease, including each Sublease thereunder
and all payments due from the Permitted Sublessees under each such Sublease and (g) all proceeds of the foregoing; and
NOW THEREFORE, in consideration of the mutual agreements contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, and subject to the terms and conditions hereof, the parties hereto agree to amend
and restate the Prior AESOP I Finance Lease Loan Agreement as follows:
SECTION 1. CERTAIN DEFINITIONS.
SECTION 1.1. Certain Definitions . As used in this Agreement and unless the context requires a different meaning, capitalized
terms not otherwise defined herein shall have the meanings assigned to such terms in the Definitions List attached as Schedule I to the Second
Amended and Restated Base Indenture, dated as of June 3, 2004 (as amended, supplemented, restated or otherwise modified from time to time
in accordance with its terms, the “ Base Indenture ”), between CRCF, as issuer, and The Bank of New York, as trustee (the “ Trustee ”), as
amended or modified from time to time in accordance with the terms of the Base Indenture (the “ Definitions List ”).
SECTION 1.2. Accounting and Financial Determinations
. Where the character or amount of any asset or liability or item of income
or expense is required to be determined, or any accounting computation is required to be made, for the purpose of this Agreement, such
determination or calculation shall be made, to the extent applicable and except as otherwise specified in this Agreement, in accordance with
GAAP applied on a consistent basis. When used herein, the term “financial statement” shall include the notes and schedules thereto.
SECTION 1.3. Cross References; Headings . The words “hereof”, “herein” and “hereunder” and words of a similar import when
used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. Section, Schedule
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