Avis 2006 Annual Report Download - page 253

2.10. Certain Agreements Respecting the Master Exchange Agreement.
Without limiting any other provision hereof, each of the Lessor and the Administrator hereby covenants and agrees that it will
cooperate with each Lessee in order to allow such Lessee to effect returns of Vehicles to the applicable Manufacturer under a Manufacturer
Program and sales of Vehicles to third parties, in each case pursuant to Section 2.6 or 13.2 , pursuant to and in accordance with the terms of the
Master Exchange Agreement, including by giving such notices and providing such information to the applicable Lessee or to other persons as
the applicable Lessee may from time to time reasonably request.
3. TERM .
3.1. Vehicle Term .
(a) The “ Vehicle Finance Lease Commencement Date ” (x) for each Franchisee Vehicle shall mean the day as referenced in the
Officer’s Certificate from the applicable Lessee with respect to such Vehicle and (y) for each other Vehicle shall mean the day as referenced in
the Vehicle Acquisition Schedule (including any Vehicle Acquisition Schedule delivered under the Prior AESOP Finance Lease) with respect
to such Vehicle, but in no event shall such date be a date later than the date that funds are expended or allocated by the Lessor or the
Intermediary to acquire such Vehicle. The “ Vehicle Term ” with respect to each Vehicle shall extend from the Vehicle Finance Lease
Commencement Date through the earliest of (i) if such Vehicle is a Program Vehicle or a Non-Program Vehicle returned to a Manufacturer
under a Manufacturer Program, the Turnback Date for such Vehicle, (ii) if such Vehicle is sold to a third party (other than through an auction
conducted by or through or arranged by the Manufacturer pursuant to its Manufacturer Program), the date on which funds in respect of such
sale are first deposited in either the Collection Account or a Joint Collection Account (by such third party or by the applicable Lessee or the
Finance Lease Guarantor on behalf of such third party) and such funds equal or exceed the Termination Value of such Vehicle, (iii) if such
Vehicle becomes a Standard Casualty or an Ineligible Vehicle, the date funds in the amount of the Termination Value thereof are deposited in
the Collection Account by the applicable Lessee or the Finance Lease Guarantor, (iv) if a Lessee purchases the Vehicle pursuant to
Section 2.5 , the date on which the Vehicle Purchase Price is deposited in the Collection Account by such Lessee or the Finance Lease
Guarantor, and (v) the date that is the last Business Day of the month that is eighteen (18) months (or such longer term as agreed to by such
Lessee and the Lessor) after the month in which the Vehicle Finance Lease Commencement Date occurs with respect to such Vehicle, or
(vi) the date described under clause (i) of Section 3.2 (the earliest of such six dates described in the foregoing clauses (i) through (vi) being
referred to as the “ Vehicle Finance Lease Expiration Date ”).
(b) Subject to the provisions of Sections 2.5 and 2.6 , each Lessee shall use its commercially reasonable efforts to return or cause to
be returned each Program Vehicle leased by such Lessee hereunder to the related Manufacturer (or such Manufacturer’s agent or as otherwise
directed by such Manufacturer in accordance with such Manufacturer Program) (a) not prior to the end of the minimum holding period
specified in the related Manufacturer Program (prior to which the Lessor may not return such Program Vehicle without penalty (the “
Minimum Term ”)) and (b) not later than the end of the maximum holding period (after which the Lessor
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