AESOP Leasing has appointed PVHC pursuant to the PVHC/BONY Nominee Agreement and Quartx pursuant to the Quartx Nominee Agreement to act as nominee titleholders for the sole purpose of holding registered title to certain Vehicles acquired by AESOP Leasing. The Lender is willing to make Loans to AESOP Leasing on the terms and conditions set forth herein. The Lender will utilize the proceeds of one or more Series of Notes issued from time to time pursuant to the Indenture to make Loans to (i) AESOP Leasing hereunder, (ii) to AESOP Leasing under the AESOP I Finance Lease Loan Agreement and (iii) to AESOP Leasing II under the AESOP II Loan Agreement, in each case to the extent Vehicles eligible to be financed hereunder and thereunder are available for financing and, in certain other 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 will assign its rights hereunder and under the AESOP I Finance Lease Loan Agreement and the AESOP II Loan Agreement to the Trustee to secure the Lender's obligations to the Secured Parties. The Loans made to AESOP Leasing hereunder will be secured by all of the right, title and interest of AESOP Leasing, PVHC and Quartx in and to (a) the Vehicles leased under the AESOP I Operating 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, (c) all payments under insurance policies or warranties relating to such Vehicles, (d) all payments due from the Lessees and ARC under the AESOP I Operating Lease and (e) all proceeds of the foregoing. Accordingly, 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 as follows:
AESOP Leasing has the meaning assigned in the Recitals to this Agreement.
AESOP Leasing or the "Borrower"), PV HOLDING CORP., a Delaware corporation ("PVHC"), as a Permitted Nominee of the Borrower, QUARTX FLEET MANAGEMENT, INC., a Delaware corporation ("Quartx"), as a Permitted Nominee of the Borrower, and AESOP FUNDING II L.L.C., a Delaware limited liability company ("AFC-II" or the "Lender").
Examples of AESOP Leasing in a sentence
All representations and warranties of each of ABRCF, ABCR, AESOP Leasing, AESOP Leasing II, Original AESOP, each of the Permitted Nominees, each of the Lessees, each of the Permitted Sublessees and the Intermediary contained in each of the Related Documents shall be true and correct as of the A&R Effective Date.
At or before 11:30 a.m., New York City time, on each Payment Date, AESOP Leasing shall notify the Trustee and the related Enhancement Provider of the amount of the Lease Payment Deficit, if any, with respect to each Series of Notes issued pursuant to the Indenture, such notification to be in the form of Exhibit C.
AESOP Leasing agrees that if prior to the time of the Loan requested hereby any matter certified to herein by it will not be true and correct at such time as if then made, it will immediately so notify the Lender.
To the extent any Manufacturer fails to accept any such Vehicles under the terms of the applicable Manufacturer Program, the Lender shall have the right to otherwise dispose of such Vehicles and to direct AESOP Leasing to dispose of such Vehicles in accordance with its instructions.
The certificate of limited partnership of AESOP Leasing, duly certified by the Secretary of State of the State of Delaware, together with a copy of the limited partnership agreement of AESOP Leasing, duly certified by the Secretary or an Assistant Secretary of Original AESOP.
More Definitions of AESOP Leasing
AESOP Leasing. II 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, nor more than five, 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 Vehicles subject to the GM Repurchase Program, the Designated Period for each such Vehicle), (iv) that each Vehicle is a Program Vehicle, (v) the VIN for each Vehicle to be financed, (vi) in the case of new Vehicles, the total Capitalized Cost thereof as of the Borrowing Date, and (vii) in the case of Initial 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 Loan Agreements 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 II's account specified in such Loan Request in the amount specified in such Loan Request. Each Loan Request made pursuant to this Section 3.2 shall constitute AESOP Leasing II's representation and warranty that all of the applicable conditions contained in Section 11 will, after giving effect to such Loan, be satisfied.
AESOP Leasing. II agrees that if prior to the time of the Loan requested hereby any matter certified to herein by it will not be true and correct at such time as if then made, it will immediately so notify the Lender. Except to the extent, if any, that prior to the time of the Loan requested hereby the Lender shall receive written notice to the contrary from AESOP Leasing II, each matter certified to herein shall be deemed once again to be certified as true and correct at the date of such Loan as if then made. Please wire transfer the proceeds of the Loan to the account of AESOP Leasing II at the financial institution set forth below: Person to be Paid Name, Address, etc. Amount to be ----------------- ------------------- Transferred Name Account No. ----------- ---- ----------- $_______ ____ ___________ ___________________ ___________________ Attention: ___________________ AESOP Leasing II has caused this Loan Request to be executed and delivered, and the certification and warranties contained herein to be made, by its duly Authorized Officer this ____ day of ______________, 19__. AESOP LEASING CORP. II By__________________________ Name Title: ANNEX I Vehicle Acquisition Schedule and Related Information
AESOP Leasing or the "Borrower"), PV HOLDING CORP., a Delaware corporation ("PVHC"), as a Permitted Nominee of the Borrower, QUARTX FLEET MANAGEMENT, INC., a Delaware corporation ("Quartx"), as a Permitted Nominee of the Borrower, and AESOP FUNDING II L.L.C., a Delaware limited liability company ("AFC-II" or the "Lender"). BACKGROUND AESOP Leasing purchases and finances Program Vehicles (such capitalized term, together with all other capitalized terms used herein, shall have the meaning assigned thereto in Section 1.1) and Non-Program Vehicles that it leases to ARAC and certain other Eligible Rental Car Companies for use in their respective daily vehicle rental businesses pursuant to the AESOP I Operating Lease, and, pursuant to the Loan Agreement, dated as of July 30, 1997, among AESOP Leasing, PVHC, Quartx and the Lender, as amended by Amendment No. 1 thereto dated as of July 31, 1998 (the "Original Loan Agreement") AESOP Leasing obtained financing for such Vehicles from the Lender.
AESOP Leasing means AESOP Leasing L.P., a Delaware limited partnership, and its permitted successors.
AESOP Leasing shall have the meaning ascribed to such term in the recitals to this Agreement.
AESOP Leasing has caused this Loan Request to be executed and delivered, and the certification and warranties contained herein to be made, by its duly Authorized Officer this day of , 19 . AESOP LEASING L.P. By: ------------------------------------ Name: Title: ANNEX I Vehicle Acquisition Schedule and Related Information
AESOP Leasing has the power and has taken all necessary action to authorize it to execute, deliver and perform this Amendment. This Amendment has been duly executed and delivered by AESOP Leasing and is a legal, valid and binding obligation of AESOP Leasing, enforceable in accordance with its terms.