Avis 2006 Annual Report Download - page 244

NOW, THEREFORE, in consideration of the foregoing premises, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby agree that the Prior AESOP I Finance Lease is hereby amended and restated
as follows:
1. DEFINITIONS .
Unless otherwise specified herein, capitalized terms used herein shall have the meanings ascribed 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 (the “ Base Indenture ”), between
Cendant Rental Car Funding (AESOP) LLC (“ CRCF ”), as Issuer, and The Bank of New York, as Trustee, as such Definitions List may from
time to time be amended in accordance with the terms of the Base Indenture.
2. GENERAL AGREEMENT .
(a) Each of the Lessees and the Lessor intend that this Agreement constitute a lease for accounting purposes and a financing
arrangement for tax and property law purposes and that the relationship between the Lessor and such Lessee pursuant hereto shall always be
only that of lessor and lessee, and the Lessor hereby declares, acknowledges and agrees that the tax ownership of the Financed Vehicles leased
by such Lessee hereunder rests solely with such Lessee subject to the security interest granted hereunder to the Lessor. The Lessor and each
Lessee further agree that the obligations of such Lessee to the Lessor hereunder shall constitute debt for all federal and state income tax
purposes.
(b) It is the intention of the parties that this Agreement shall constitute a security agreement under applicable law, and, to secure all
of its obligations under this Agreement, each Lessee hereby grants to the Lessor a security interest in all of such Lessee’s right, title and
interest, if any, in and to all of the following assets, property and interests in property, whether now owned or hereafter acquired or created:
(i) the rights of such Lessee under this Agreement, as such Agreement may be amended, modified or supplemented from time
to time in accordance with its terms, and any other agreements related to or in connection with this Agreement to which such Lessee is a
party (the “ Lessee Agreements ”), including, without limitation, (a) all monies, if any, due and to become due to such Lessee from the
Finance Lease Guarantor or any other person under or in connection with any of the Lessee Agreements, whether payable as rent,
guaranty payments, fees, expenses, costs, indemnities, insurance recoveries, damages for the breach of any of the Lessee Agreements or
otherwise, (b) all rights, remedies, powers, privileges and claims of such Lessee against any other party under or with respect to the
Lessee Agreements (whether arising pursuant to the terms of such Lessee Agreements or otherwise available to such Lessee at law or in
equity), including the right to enforce any of the Lessee Agreements and to give or withhold any and all consents, requests, notices,
directions, approvals, extensions or waivers under or with respect to the Lessee Agreements or the obligations and liabilities of any party
thereunder, (c) all liens and property from time to time purporting to secure payment of the obligations and liabilities of such Lessee
arising under or in connection with the
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