Avis 2006 Annual Report Download - page 189

respect thereto, (iii) the surrender, release or exchange of all or any part of any property (including the AESOP I Finance Lease Loan
Collateral) securing payment and performance of any of AESOP Leasing’s Liabilities or the compromise or extension or renewal for any
period (whether or not longer than the original period) of any obligations of any nature of any Person with respect to any such property, and
(iv) any other act, matter or thing which would or might, in the absence of this provision, operate to release, discharge or otherwise
prejudicially affect the obligations of AESOP Leasing.
SECTION 2.3. Conditions . The making of each Loan hereunder is subject to the satisfaction of the applicable conditions set forth
in Section 11 .
SECTION 2.4. Use of Proceeds . AESOP Leasing shall apply the funds received by it pursuant to Section 2.1 hereof solely to
finance the purchase of Eligible Vehicles that it will lease to CCRG pursuant to the AESOP I Finance Lease, which Eligible Vehicles will be
used by CCRG in its daily vehicle rental business or subleased to Permitted Sublessees pursuant to Subleases for use in their respective daily
vehicle rental businesses.
SECTION 3. LOAN NOTE; LOAN PROCEDURE; RECORDKEEPING.
SECTION 3.1. Loan Note . The Loans made hereunder shall be evidenced by the promissory note issued by AESOP Leasing
pursuant to the Prior AESOP I Finance Lease Loan Agreement, (herein, as from time to time supplemented, extended or replaced, the “ Loan
Note
”), a copy of which is attached as Exhibit A hereto, dated as of the Initial Closing Date, payable to the order of the Lender and assigned to
the Trustee pursuant to the Indenture. On the date hereof, the Loans have an outstanding balance of $251,083,975.
SECTION 3.2. Loan Procedure . AESOP Leasing shall deliver a Loan Request to the Lender no later than 4:00 p.m., New York
City time, on a day that is not less than one (1), nor more than five (5), Business Days prior to the proposed Borrowing Date (which shall be a
Business Day). Each Loan Request shall be irrevocable, and shall specify (i) the principal amount of the proposed Loan, (ii) the Borrowing
Date of the proposed Loan, (iii) a summary of the Vehicles being financed (including for Program Vehicles subject to the GM Repurchase
Program, the Designated Period for each such Program Vehicle), (iv) whether each Vehicle is a Program Vehicle or a Non-Program Vehicle,
(v) the VIN for each Vehicle to be financed, (vi) the total Capitalized Cost thereof as of the Borrowing Date, and (vii) in the case of Franchisee
Vehicles, the Net Book Value of such Vehicles as of the first day of the Related Month. The aggregate requested borrowings hereunder on any
Business Day shall be for an initial aggregate principal amount that, together with the Loan Principal Amount of Loans outstanding hereunder
and under the AESOP I Operating Lease Loan Agreement and the AESOP II Loan Agreement on such date, shall not exceed the principal
amount of Notes outstanding on such date. On the terms and subject to the conditions of this Agreement, on or before 2:00 p.m., New York
City time, on the Borrowing Date specified in the Loan Request, the Lender shall transfer same day or immediately available funds to AESOP
Leasing’s account specified in such Loan Request (including, without limitation, any such specified account maintained on behalf of AESOP
Leasing) in the amount specified in such Loan Request; provided that any funds to be utilized in the purchase of Vehicles under an LKE
Program shall only be transferred by the Lender to the Joint Disbursement Account. Each Loan Request made pursuant to this Section 3.2 shall
constitute AESOP Leasing’s representation and warranty that all of the applicable conditions contained in Section 11 will, after giving effect to
such Loan, be satisfied.
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