AESOP Leasing. II has appointed Original AESOP pursuant to the Original AESOP Nominee Agreement to act as nominee titleholder for the sole purpose of holding registered title to Vehicles acquired by AESOP Leasing II. The Lender is willing to make Loans to AESOP Leasing II 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 AESOP Leasing II hereunder and to AESOP Leasing I under the AESOP I Loan Agreements, 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 connection therewith, the Lender will assign its rights hereunder and under the AESOP I Loan Agreements to the Trustee to secure the Lender's obligations to the Secured Parties. The Loans made to AESOP Leasing II hereunder will be secured by all of the right, title and interest of AESOP Leasing II and Original AESOP in and to (a) the Program Vehicles leased under the AESOP II Operating Lease, (b) the Manufacturer Programs as they relate to such Program Vehicles, (c) all payments under insurance policies or warranties relating to such Program Vehicles, (d) all payments due from the Lessees and ARC under the AESOP II 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. 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.
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.
This Agreement may not be disclosed to any person, other than a party’s parent, subsidiaries, AESOP Leasing, and their respective outside counsel and accountants and interested financial institutions and the SEC, except as required by legal process without the consent of the other Party.
AESOP Leasing and the Lender (or the holder of the Loan Note) agree from time to time, upon written request received by it from the other, to confirm to the other in writing the aggregate unpaid Loan Principal Amount.
All payments of the Monthly Loan Principal Amount or Loan Interest hereunder, all prepayments of the Loan Principal Amount hereunder, and all payments of Supplemental Interest, Carrying Charges and of all other Liabilities shall be made by AESOP Leasing to, or for the account of, the Lender in immediately available Dollars, without setoff, counterclaim or deduction of any kind.
For the purpose of any action or proceeding instituted with respect to any such claim, AESOP Leasing hereby irrevocably submits to the jurisdiction of such courts.
More Definitions of AESOP Leasing
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").
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. II hereby requests that a Loan be made in the aggregate Loan Principal Amount of $______________ on _______________ , 19 __. AESOP Leasing II hereby acknowledges that the delivery of this Loan Request and the acceptance by AESOP Leasing II of the proceeds of the Loan requested hereby constitute a representation and warranty by AESOP Leasing II that, on the date of such Loan, and before and after giving effect thereto and to the application of the proceeds therefrom, all conditions set forth in Section 11.2 of the Loan Agreement have been satisfied and all statements set forth in Section 11.2 of the Loan Agreement are true and correct (in all material respects to the extent any such statements do not incorporate a materiality limitation in their terms). Attached hereto as Annex I is a true and correct copy of the schedule required to be delivered in connection herewith pursuant to Section 3.2 of the Loan Agreement.
AESOP Leasing means AESOP Leasing L.P., a Delaware limited partnership, and its permitted successors.
AESOP Leasing. II agrees that the indemnification provided for in this Section 13.5 shall run directly to and be enforceable by an indemnified party subject to the limitations hereof. The indemnification provided for in this Section 13.5 shall survive the termination of this Agreement, the Indenture and the resignation or removal of the Trustee.
AESOP Leasing shall have the meaning ascribed to such term in the recitals to this Agreement.