UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
____________
Form
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
____________
Date
of
report (Date of earliest event reported) January
20, 2006 (January 19, 2006)
Cendant
Corporation
(Exact
name of Registrant as specified in Charter)
|
Delaware
(State
or Other Jurisdiction
of
Incorporation)
9
West 57th
Street
New
York, NY
(Address
of principal
executive
office)
|
1-10308
(Commission
File No.)
|
06-0918165
(I.R.S.
Employer
Identification
Number)
10019
(Zip
Code)
|
Registrant's
telephone number, including area code (212)
413-1800
None
(Former
Name or Former Address, if Changed Since Last Report)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
□
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
□
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
□
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17 CFR 240.14d-2(b))
□
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act
(17 CFR 240.13e-4(c))
|
Item
1.01
|
Entry
into a Material Definitive
Agreement
|
On
January 19, 2006, our Cendant Rental Car Funding (AESOP) LLC subsidiary (the
“Issuer”) issued $600,000,000 aggregate principal amount of Series 2006-1
Floating Rate Rental Car Asset Backed Notes due 2011 bearing interest at LIBOR
plus 0.22% per annum (the “Series 2006-1 Notes”). The Issuer issued the Series
2006-1 Notes under the Series 2006-1 Supplement (the “Indenture Supplement”),
dated January 19, 2006, between the Issuer and The Bank of New York, as trustee
and as Series 2006-1 Agent, to the Second Amended and Restated Base Indenture
(the “Base Indenture”), dated as of June 3, 2004, between the Issuer and The
Bank of New York, as trustee, as amended by Supplemental Indenture No. 1
(“Supplemental Indenture”), dated as of December 23, 2005, between the Issuer
and The Bank of New York, as trustee.
The
Supplemental Indenture amended defined terms and added new defined terms to
the
Base Indenture. In connection with such amendment, we also amended the Second
Amended and Restated Loan Agreement among AESOP
Leasing L.P., as Borrower, Quartx Fleet Management, Inc., as a Permitted
Nominee, PV Holding Corp., as a Permitted Nominee and Cendant Rental Car Funding
(AESOP) LLC (formerly known as AESOP Funding II L.L.C.), as Lender
(the
“Loan Amendment”) and the Second
Amended and Restated Master Motor Vehicle Operating Lease Agreement between
AESOP Leasing L.P., as Lessor and Cendant Rental Car Group, Inc. (now known
as
Cendant Car Rental Group, LLC), as Lessee and as Administrator
(the
“Lease Amendment”). The Supplemental Indenture, Loan Amendment and Lease
Amendment are attached hereto as exhibits 10.1, 10.2 and 10.3, respectively,
and
are incorporated by reference herein. We include the Supplemental Indenture
together with the other amendments so that investors may fully understand the
terms of the Series 2006-1 Notes.
The
Series 2006-1 Notes are secured under the Base Indenture primarily by vehicles,
the majority of which are subject to manufacturer repurchase obligations, and
other related assets. In addition, the payment of interest on, and principal
of,
the Series 2006-1 Notes are insured by a note guaranty insurance policy issued
by MBIA Insurance Corporation. A copy of the Indenture Supplement is attached
hereto as Exhibit 10.4 and is incorporated by reference herein.
Certain
of the initial purchasers of the Series 2006-1 Notes and the trustee, and their
respective affiliates, have performed and may in the future perform, various
commercial banking, investment banking and other financial advisory services
for
us and our subsidiaries for which they have received, and will receive,
customary fees and expenses.
|
Item
2.03
|
Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a
Registrant.
|
The
information described above under “Item 1.01. Entry into a Material Definitive
Agreement” is hereby incorporated herein by reference.
|
Item
9.01
|
Financial
Statements and Exhibits.
|
| (c) |
Exhibits
|
|
10.1
|
Supplemental
Indenture No. 1 to the Base Indenture, dated as of December 23, 2005,
between Cendant Rental Car Funding (AESOP) LLC, as issuer and The
Bank
of New York, as trustee.
|
|
|
10.2
|
First
Amendment to the Second Amended and Restated Loan Agreement, dated
as of
December 23, 2005, among AESOP Leasing L.P., as Borrower, Quartx
Fleet
Management, Inc., as a Permitted Nominee, PV Holding Corp., as a
Permitted
Nominee and Cendant Rental Car Funding (AESOP) LLC (formerly known
as
AESOP Funding II L.L.C.), as Lender.
|
|
|
10.3
|
First
Amendment to the Second Amended and Restated Master Motor Vehicle
Operating Lease Agreement, dated as of December 23, 2005, between
AESOP
Leasing L.P., as Lessor and Cendant Rental Car Group, Inc. (now known
as
Cendant Car Rental Group, LLC), as Lessee and as
Administrator.
|
|
|
10.4
|
Series
2006-1 Supplement, dated January 19, 2006, between Cendant Rental
Car
Funding (AESOP) LLC, as issuer and The Bank of New York, as trustee
and as
Series 2006-1 Agent, to the Second Amended and Restated Base Indenture
(the “Base Indenture”), dated as of June 3, 2004, between Cendant Rental
Car Funding (AESOP) LLC, as issuer and The Bank of New York, as
trustee.
|
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
|
CENDANT
CORPORATION
|
|
|
By:
|
/s/
Eric J. Bock
|
|
Eric
J. Bock
Executive
Vice President, Law
and
Corporate Secretary
|
Date:
January 20, 2006
CENDANT
CORPORATION
CURRENT
REPORT ON FORM 8-K
Report
Dated January
20, 2006 (January 19, 2006)
EXHIBIT
INDEX
|
Exhibit
No.
|
Description
|
|||||
|
10.1
|
Supplemental
Indenture No. 1 to the Base Indenture, dated as of December 23, 2005,
between Cendant Rental Car Funding (AESOP) LLC, as issuer and The
Bank
of New York, as trustee.
|
|||||
|
10.2
|
First
Amendment to the Second Amended and Restated Loan Agreement, dated
as of
December 23, 2005, among AESOP Leasing L.P., as Borrower, Quartx
Fleet
Management, Inc., as a Permitted Nominee, PV Holding Corp., as a
Permitted
Nominee and Cendant Rental Car Funding (AESOP) LLC (formerly known
as
AESOP Funding II L.L.C.), as Lender.
|
|||||
|
10.3
|
First
Amendment to the Second Amended and Restated Master Motor Vehicle
Operating Lease Agreement, dated as of December 23, 2005, between
AESOP
Leasing L.P., as Lessor and Cendant Rental Car Group, Inc. (now known
as
Cendant Car Rental Group, LLC), as Lessee and as
Administrator.
|
|||||
|
10.4
|
Series
2006-1 Supplement, dated January 19, 2006, between Cendant Rental
Car
Funding (AESOP) LLC, as issuer and The Bank of New York, as trustee
and as
Series 2006-1 Agent, to the Second Amended and Restated Base Indenture
(the “Base Indenture”), dated as of June 3, 2004, between Cendant Rental
Car Funding (AESOP) LLC, as issuer and The Bank of New York, as
trustee.
|
|||||
Exhibit
10.1
CENDANT
RENTAL CAR FUNDING
(AESOP)
LLC
as
Issuer
and
THE
BANK
OF NEW YORK,
as
Trustee
___________________________________________
SUPPLEMENTAL
INDENTURE No. 1
Dated
as
of December 23, 2005
to
SECOND
AMENDED AND RESTATED
BASE
INDENTURE
Dated
as
of June 3, 2004
___________________________________________
Rental
Car Asset Backed Notes
(Issuable
in Series)
SUPPLEMENTAL
INDENTURE No. 1, dated as of December 23, 2005 (“Supplemental
Indenture”),
to
the SECOND AMENDED AND RESTATED BASE INDENTURE, dated as of June 3, 2004,
between CENDANT
RENTAL CAR FUNDING
(AESOP)
LLC, a special purpose, limited liability company established under the laws
of
Delaware, as issuer (“CRCF”),
and
THE BANK OF NEW YORK, a New York banking corporation, as trustee (in such
capacity, the “Trustee”).
W I T N E
;S S E T H:
WHEREAS,
CRCF and the Trustee are parties to a Second Amended and Restated Base
Indenture, dated as of June 3, 2004 (the “Base
Indenture”);
and
WHEREAS,
CRCF desires to amend certain definitions and to insert certain definitions
into
Schedule I to the Base Indenture;
WHEREAS,
CRCF has duly authorized the execution and delivery of this Supplemental
Indenture;
WHEREAS,
pursuant to Section 12.2(i) of the Base Indenture, an amendment to certain
definitions in the Definitions List in Schedule I to the Base Indenture requires
the consent of each affected Noteholder; and
WHEREAS,
CRCF has received the consent of each affected Noteholder in accordance with
the
terms and conditions of the applicable Supplement in connection with the
execution of this Supplemental Indenture;
NOW,
THEREFORE, for and in consideration of the premises, and other good and valuable
consideration the receipt and sufficiency of which are acknowledged, it is
mutually covenanted and agreed, that the Base Indenture be amended and
supplemented as follows:
SECTION
1: AMENDMENT
TO SCHEDULE I
Section
1.1 Additional
Definitions.
The
Definitions List in Schedule I to the Base Indenture is hereby amended by adding
the following definitions in appropriate alphabetical order:
““Adjustment
Amount”
means,
as of any date of determination, with respect to each Adjusted Program Vehicle
as of such date, an amount equal to either (i) the amount with respect to such
Adjusted Program Vehicle for such date agreed to in writing by CRCF and each
of
the Noteholders, which amount shall have been reported by CRCF to each Rating
Agency or (ii) if no such amount for such date has been agreed to in writing
by
CRCF and each of the Noteholders, the amount, if any, by which (a) the Net
Book
Value of such Adjusted Program Vehicle as of such date exceeds (b) an amount
equal to what would have been the Net Book Value of such Program Vehicle as
of
such date had such Adjusted Program Vehicle been a Non-Program Vehicle at the
time of delivery thereof pursuant to Section
2.1
of the
AESOP I Operating Lease.”
““Adjusted
Program Vehicle”
means,
as of any date of determination, a Program Vehicle manufactured by a Bankrupt
Manufacturer with respect to which the Confirmation Condition is not satisfied;
provided,
however,
that
solely for the purposes of calculating the Adjustment Amount with respect to
any
Adjusted Program Vehicle that has become a Redesignated Vehicle, such Vehicle
shall be considered an Adjusted Program Vehicle until all amounts required
to be
paid pursuant to, and in accordance with, Section 2.7 of the applicable Lease
with respect to such Adjusted Program Vehicle have been paid.”
““Aggregate
Adjustment Amount”
means,
as of any date of determination, the sum of the Adjustment Amount for each
Adjusted Program Vehicle leased under a Lease.”
““Bankrupt
Manufacturer”
means
any Manufacturer of Program Vehicles with respect to which an Event of
Bankruptcy (determined without regard to the 60 day period in clause (a) of
the
definition of Event of Bankruptcy) has occurred and is continuing.”
““Chapter
11 Proceedings”
means
proceedings under chapter 11 of the Bankruptcy Code.”
““Confirmation
Condition”
means,
with respect to any Bankrupt Manufacturer which is a debtor in Chapter 11
Proceedings, a condition that shall be satisfied upon the bankruptcy court
having competent jurisdiction over such Chapter 11 Proceedings issuing an order
that remains in effect approving (i) the assumption of such Bankrupt
Manufacturer’s Manufacturer Program (and the related Assignment Agreements) by
such Bankrupt Manufacturer or the trustee in bankruptcy of such Bankrupt
Manufacturer under Section 365 of the Bankruptcy Code and at the time of such
assumption, the payment of all amounts due and payable by such Bankrupt
Manufacturer under such Manufacturer Program and the curing of all other
defaults by the Bankrupt Manufacturer thereunder or (ii) the execution, delivery
and performance by such Bankrupt Manufacturer of a new post-petition
Manufacturer Program (and the related assignment agreements) on the same terms
and covering the same Vehicles as such Bankrupt Manufacturer’s Manufacturer
Program (and the related Assignment Agreements) in effect on the date such
Bankrupt Manufacturer became subject to such Chapter 11 Proceedings and, at
the
time of the execution and delivery of such new post-petition Manufacturer
Program, the payment of all amounts due and payable by such Bankrupt
Manufacturer under such Manufacturer Program and the curing of all other
defaults by the Bankrupt Manufacturer thereunder; provided
that
notwithstanding the foregoing, the Confirmation Condition shall be deemed
satisfied until the 30th
calendar
day following the initial filing in respect of such Chapter 11
Proceedings.”
““Excluded
Redesignated Vehicle”
means
each Vehicle manufactured by a Manufacturer with respect to which an Event
of
Bankruptcy or Manufacturer Event of Default has occurred that becomes a
Redesignated Vehicle prior to the Inclusion Date for such Vehicle, as of and
from the date such Vehicle becomes a Redesignated Vehicle to and until the
Inclusion Date for such Vehicle.”
-3-
““Inclusion
Date”
means,
with respect to any Vehicle, the date that is nine months after the earlier
of
(i) the date such Vehicle became a Redesignated Vehicle and (ii) if the
Manufacturer of such Vehicle is a Bankrupt Manufacturer, the date upon which
the
Event of Bankruptcy which caused such Manufacturer to become a Bankrupt
Manufacturer first occurred.”
““Redesignated
Vehicle”
means
any Vehicle that was a Program Vehicle when originally acquired or financed
by
the applicable Lessor and that has been redesignated as a Non-Program Vehicle
in
accordance with Section 2.7 of the applicable Lease.”
““Unaccepted
Program Vehicle”
means
a
Program Vehicle that is rejected as ineligible for repurchase by the related
Manufacturer (or for sale at auction under the applicable Manufacturer Program)
and that is not expected to be accepted upon a subsequent return, or that at
the
time of its intended disposition is determined by the relevant Lessee as likely
to be so rejected; provided,
however,
that
after such rejection or determination such Vehicle will not be used in the
operating fleet of the relevant Lessee.”
Section
1.2 Amended
and Restated Definitions.
The
Definitions List in Schedule I to the Base Indenture is hereby amended by
deleting the definition of “AESOP
I
Operating Lease Non-Program Vehicle Ineligible Asset Amount”, “AESOP I Operating
Lease Program Vehicle Ineligible Asset Amount”, “AESOP
II
Ineligible Asset Amount”, “Eligible Non-Program Manufacturer”, “Finance Lease
Non-Program Vehicle Ineligible Asset Amount”, “Finance
Lease Program Vehicle Ineligible Asset Amount”,“Manufacturer
Event of Default”, “Market Value Average”, “Monthly Noteholders
Statement” and “Non-Program
Fleet Market Value” and
the
following are hereby inserted in place thereof:
““AESOP
I Operating Lease Non-Program Vehicle Ineligible Asset Amount”
means,
as of any date of determination, an amount equal to, without duplication, (a)
the aggregate of all amounts specified in clause
(ii)
of the
definition of “AESOP I Operating Lease Loan Agreement Non-Program Vehicle
Borrowing Base” which are either (x) unpaid more than thirty (30) days past
the applicable disposition date or (y) due from a Bankrupt Manufacturer,
plus
(b) the
aggregate of all amounts specified in clause
(iii)
of the
definition of “AESOP I Operating Lease Loan Agreement Non-Program Vehicle
Borrowing Base” which are past due as of such date.”
““AESOP
I Operating Lease Program Vehicle Ineligible Asset Amount”
means,
as of any date of determination, an amount equal to, without duplication, (a)
the aggregate of all amounts receivable as of such date by AESOP Leasing or
the
Intermediary under and in accordance with a Manufacturer Program with respect
to
Program Vehicles that were leased under the AESOP I Operating Lease from a
Manufacturer with respect to which a Manufacturer Event of Default has occurred,
plus
(b) the
aggregate of all amounts receivable as of such date by AESOP Leasing or the
Intermediary under and in accordance with a Manufacturer Program with respect
to
Program Vehicles that were leased under the AESOP I Operating Lease from a
Manufacturer that is not a Bankrupt Manufacturer which amounts are unpaid more
than ninety (90) days past the applicable Turnback Date, plus
(c) the
aggregate of all amounts specified in clause
(iii)
of the
definition of “AESOP I Operating Lease Loan Agreement
-4-
Program
Vehicle Borrowing Base” which are unpaid more than thirty (30) days past the
applicable disposition date, plus
(d) the
aggregate of all amounts specified in clause
(iv)
of the
definition of “AESOP I Operating Lease Loan Agreement Program Vehicle Borrowing
Base” which are past due as of such date, plus
(e) the
aggregate of all amounts receivable from a Bankrupt Manufacturer as of such
date
by AESOP Leasing or the Intermediary under and in accordance with a Manufacturer
Program with respect to Program Vehicles that were leased under the AESOP I
Operating Lease.”
““AESOP
II Ineligible Asset Amount”
means,
as of any date of determination, an amount equal to, without duplication, (a)
the aggregate of all amounts receivable as of such date by AESOP Leasing II
under and in accordance with a Manufacturer Program with respect to Program
Vehicles leased under the AESOP II Operating Lease from a Manufacturer with
respect to which a Manufacturer Event of Default has occurred, plus
(b) the
aggregate of all amounts receivable as of such date by AESOP Leasing II under
and in accordance with a Manufacturer Program with respect to Program Vehicles
leased under the AESOP II Operating Lease from a Manufacturer that is not a
Bankrupt Manufacturer which amounts are unpaid more than ninety (90) days past
the applicable Turnback Date, plus
(c) the
aggregate of all amounts specified in clause
(iii)
of the
definition of “AESOP II Loan Agreement Borrowing Base” which are unpaid more
than thirty (30) days past the applicable disposition date, plus
(d) the
aggregate of all amounts specified in clause
(iv)
of the
definition of “AESOP II Loan Agreement Borrowing Base” which are past due as of
such date, plus
(e) the
aggregate of all amounts receivable from a Bankrupt Manufacturer as of such
date
by AESOP Leasing II under and in accordance with a Manufacturer Program with
respect to Program Vehicles leased under the AESOP II Operating
Lease.”
““Eligible
Non-Program Manufacturer”
means
GM, Chrysler, Ford, Mazda, Nissan, Nissan Hawaii, Toyota, Subaru, Mitsubishi,
Kia, Hyundai, Isuzu, Suzuki and any other Manufacturer that (i) has been
approved by the Rating Agencies or has been reviewed by the Rating Agencies
and
the Rating Agencies have indicated that the inclusion of such Manufacturer
as an
Eligible Non-Program Manufacturer will not adversely affect the current rating
of any Series of Notes and (ii) has been approved by each Enhancement
Provider.”
““Finance
Lease Non-Program Vehicle Ineligible Asset Amount”
means,
as of any date of determination, an amount equal to the sum, without
duplication, of (a) the aggregate of all amounts specified in clause
(ii)
of the
definition of “AESOP I Finance Lease Loan Agreement Non-Program Vehicle
Borrowing Base” which are either (x) unpaid more than thirty (30) days past
the applicable disposition date or (y) due from a Bankrupt Manufacturer,
plus
(b) the
aggregate of all amounts specified in clause
(iii)
of the
definition of “AESOP I Finance Lease Loan Agreement Non-Program Vehicle
Borrowing Base” which are past due as of such date.”
““Finance
Lease Program Vehicle Ineligible Asset Amount”
means,
as of any date of determination, an amount (without duplication) equal to (a)
the aggregate of all amounts receivable as of such date by CCRG, ARAC, BRAC,
AESOP Leasing or the Intermediary under and in accordance with a Manufacturer
Program with respect to Program Vehicles leased under the Finance Lease from
a
Manufacturer with respect to which a Manufacturer Event of Default has occurred,
plus
(b) the
aggregate of all amounts receivable as of such date by CCRG, ARAC, BRAC, AESOP
Leasing or the Intermediary under and in accordance with a Manufacturer Program
with respect to
-5-
Program
Vehicles leased under the Finance Lease from a Manufacturer that is not a
Bankrupt Manufacturer which amounts are unpaid more than ninety (90) days past
the applicable Turnback Date, plus
(c) the
aggregate of all amounts specified in clause
(iii)
of the
definition of “AESOP I Finance Lease Loan Agreement Program Vehicle Borrowing
Base” which are unpaid more than thirty (30) days past the applicable
disposition date, plus
(d) the
aggregate of all amounts specified in clause
(iv)
of the
definition of “AESOP I Finance Lease Loan Agreement Program Vehicle Borrowing
Base” which are past due as of such date, plus
(e) the
aggregate of all amounts receivable from a Bankrupt Manufacturer as of such
date
by CCRG, ARAC, BRAC, AESOP Leasing or the Intermediary under and in accordance
with a Manufacturer Program with respect to Program Vehicles leased under the
Finance Lease.”
““Manufacturer
Event of Default”
means,
with respect to any Manufacturer, (i) the failure by such Manufacturer (or
in
the case of a Guaranteed Depreciation Program, the failure by such Manufacturer
or any related auction dealers) to pay any amount due (including any recovery
in
a bankruptcy proceeding of a payment previously made which results in a failure
to pay) under such Manufacturer’s Manufacturer Program with respect to a Vehicle
turned in to such Manufacturer (including any Relinquished Vehicle);
provided,
however,
that
(a)(I) in the case of an Eligible Manufacturer Program with a Manufacturer
that
is not a debtor in Chapter 11 Proceedings, such failure continues for more
than
ninety (90) days following the Turnback Date for such Vehicle, (II) in the
case
of an Eligible Manufacturer Program with a Manufacturer that is a debtor in
Chapter 11 Proceedings, such failure continues either (x) for more than thirty
(30) days from the later of the date such amount was due under the terms of
such
Manufacturer’s Manufacturer Program and the date of the initial filing in
respect of such Chapter 11 Proceedings or (y) more than ninety (90) days
following the Turnback Date for such Vehicle and (III) in the case of any other
Manufacturer Program, such failure continues for more than thirty (30) days
following the Turnback Date for such Vehicle and (b) in the case of an Eligible
Manufacturer Program only, the aggregate of any such amounts not paid (each,
a
“Past
Due Amount”)
are
equal to or in excess of the lesser of the Default Amount with respect to such
Manufacturer Program and the then-outstanding aggregate amount of repurchase
obligations of the Manufacturer under such Manufacturer Program, in each case
net of Past Due Amounts that are the subject of a good faith dispute as
evidenced by a writing by AESOP Leasing, AESOP Leasing II, ARAC, BRAC or CCRG,
as applicable, or the Manufacturer questioning the accuracy of amounts paid
or
payable in respect of certain Vehicles tendered for repurchase under a
Manufacturer Program (as distinguished from any dispute relating to the
repudiation or other attempt to reject a Manufacturer Program by such
Manufacturer generally of its obligations under such Manufacturer Program or
the
assertion by such Manufacturer of the invalidity or unenforceability as against
it of such Manufacturer Program); (ii) the occurrence and continuance of an
Event of Bankruptcy with respect to such Manufacturer; (iii) the failure or
refusal by such Manufacturer to accept for repurchase Program Vehicles in breach
of such Manufacturer’s related Manufacturer Program; or (iv) the termination of
such
-6-
Manufacturer’s
Manufacturer Program or the failure of an Eligible Program Manufacturer’s
Manufacturer Program to meet the requirements of an Eligible Manufacturer
Program; provided,
that no
Manufacturer Event of Default shall be deemed to have occurred and be continuing
under clause (ii) with respect to a Manufacturer on any date so long as (a)
no
Enhancement Deficiency exists with respect to any Series of Notes, and
(b)
such Manufacturer is a debtor in Chapter 11 Proceedings and, on or prior to
such
date,
(i) such
Manufacturer has not failed to assume a Manufacturer Program and related
assignment agreements and receive any bankruptcy court approval by any date
specified by order of the bankruptcy court having competent jurisdiction over
such Chapter 11 Proceedings, (ii)
neither such Manufacturer nor the trustee in bankruptcy of such Manufacturer
has
filed a motion in the bankruptcy court having competent jurisdiction over such
Chapter 11 Proceedings seeking such bankruptcy court’s approval of the rejection
of the Manufacturer Program (or any material portion thereof) of such
Manufacturer pursuant to Section 365 of the Bankruptcy Code without concurrently
seeking approval of the execution of a new Manufacturer Program (and the related
Assignment Agreements) of such Manufacturer on the same terms and covering
the
same Vehicles as the Manufacturer Program being rejected and (iii) no plan
in
such Chapter 11 Proceedings has been confirmed without the assumption of all
such Manufacturer Programs and the related Assignment Agreements under Section
365 of the Bankruptcy Code.”
““Market
Value Average”
means,
as of any day, the percentage equivalent of a fraction, the numerator of which
is the average of the Non-Program Fleet Market Value as of the preceding
Determination Date and the two Determination Dates precedent thereto and the
denominator of which is the average of the aggregate Net Book Value of all
Non-Program Vehicles (excluding (i) any Unaccepted Program Vehicles and (ii)
any
Excluded Redesignated Vehicles) leased under the AESOP I Operating Lease and
the
Finance Lease as of the preceding Determination Date and the two Determi-nation
Dates precedent thereto.”
““Monthly
Noteholders Statement”
means
a
statement containing the information set forth in Exhibit
E
to the
Base Indenture.”
““Non-Program
Fleet Market Value”
means,
with respect to all Non-Program Vehicles (excluding (i) any Unaccepted
Program Vehicles and (ii) any
Excluded Redesignated Vehicles) as
of any
date of determination, the sum of the respective Market Values of each such
Non-Program Vehicle subject to the AESOP I Operating Lease or the Finance Lease
as of such date. For purposes of computing the Non-Program Fleet Market Value,
the “Market Value” of a Non-Program Vehicle means the market value of such
Non-Program Vehicle as specified in the most recently published NADA Guide
for
the model class and model year of such Non-Program Vehicle based on the average
equipment and the average mileage of each Non-Program Vehicle of such model
class and model year then leased under the AESOP I Operating Lease and the
Finance Lease. If such Non-Program Vehicle is not listed in the most recently
published NADA Guide, then the “Market Value” of a Non-Program Vehicle means the
Capitalized Cost of such Non-Program Vehicle less depreciation charges accrued
in respect of such Non-Program Vehicle in accordance with the applicable
Depreciation Schedule since the date of such
-7-
Non-Program
Vehicle’s purchase. Notwithstanding the foregoing, if a Non-Program Vehicle is
subject to a Manufacturer Program and for so long as no Manufacturer Event
of
Default has occurred with respect to the related Manufacturer, the Market Value
of such Non-Program Vehicle as of any date of determination, will equal the
Repurchase Price on such date with respect to such Vehicle under such
Manufacturer Program.”
Section
1.3 Amended
Definitions.
The
Definitions List in Schedule I to the Base Indenture is hereby amended by
deleting the term “Redesignated Program Vehicle” and replacing the term
“Redesignated Program Vehicle” with the term “Unaccepted Program Vehicle” in
each place such term appears within the definitions of “Measurement Month”,
“Measurement Month Average” and “Non-Program Vehicle Amount”.
SECTION
2: REPRESENTATIONS
AND WARRANTIES
In
order
to induce the Trustee to agree to this Supplemental Indenture, CRCF hereby
represents and warrants as follows for the benefit of the Trustee and the
Secured Parties, as of the date hereof:
Section
2.1 Affirmation
of Representations and Warranties.
Each
representation and warranty of CRCF set forth in the Base Indenture and in
each
other Related Document to which it is a party is true and correct as of the
date
of this Supplemental Indenture in all material respects (except for
representations and warranties which are limited as to materiality by their
terms, which representations and warranties shall be true and correct as of
the
date of this Supplemental Indenture) as though such representation or warranty
were being made on and as of the date hereof and is hereby deemed repeated
as
though fully set forth herein.
Section
2.2 Limited
Liability Company and Governmental Authorization.
The
execution, delivery and performance by CRCF of this Supplemental Indenture
(a)
is within CRCF’s limited liability company powers and has been duly authorized
by all necessary limited liability company action, (b) requires no action by
or
in respect of, or filing with, any governmental body, agency or official which
has not been obtained, and (c) does not contravene, or constitute a default
under, any provision of applicable law or regulation or of the certificate
of
formation or limited liability company agreement of CRCF or of any law or
governmental regulation, rule, contract, agreement, judgment, injunction, order,
decree or other instrument binding upon CRCF or any of its Assets or result
in
the creation or imposition of any Lien on any Asset of CRCF, except for Liens
created by this Supplemental Indenture or the other Related Documents. This
Supplemental Indenture has been executed and delivered by a duly authorized
officer of CRCF.
Section
2.3 Binding
Effect.
-8-
This
Supplemental Indenture is a legal, valid and binding obligation of CRCF
enforceable against CRCF in accordance with its terms (except as such
enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and other similar laws affecting creditors’ rights
generally or by general equitable principles, whether considered in a proceeding
at law or in equity and by an implied covenant of good faith and fair
dealing).
Section
2.4 No
Consent.
No
consent or action by or in respect of, approval or other authorization of,
or
registration, declaration or filing with, any Governmental Authority or other
Person is required for the valid execution and delivery of this Supplemental
Indenture or for the performance of any of CRCF’s obligations hereunder other
than such consents, approvals, authorizations, registrations, declarations
or
filings as were obtained by CRCF prior to the Initial Closing Date, or the
date
hereof, as applicable.
SECTION
3: CONDITIONS
PRECEDENT
This
Supplemental Indenture shall become effective and shall be binding on each
of
the parties hereto upon the satisfaction or due waiver of each of the following
conditions precedent:
|
1.
|
The
consent of each affected Noteholder shall have been given in accordance
with the terms of the applicable Supplement and a copy thereof provided
to
the Trustee.
|
|
2.
|
The
Rating Agency Consent Condition shall have been
satisfied.
|
|
3.
|
The
Trustee shall have received an Officer’s Certificate of CRCF dated as of
the date hereof to the effect that (i) no Amortization Event, Aggregate
Asset Amount Deficiency, Enhancement Agreement Event of Default,
Enhancement Deficiency, Loan Event of Default, AESOP I Operating
Lease
Vehicle Deficiency, Manufacturer Event of Default, Lease Event of
Default,
Potential Amortization Event, Potential Enhancement Agreement Event
of
Default, Potential Loan Event of Default, Potential Lease Event of
Default, or Potential Manufacturer Event of Default is continuing
or will
occur as a result of the execution and delivery of this Supplemental
Indenture, and (ii) the execution and delivery of this Supplemental
Indenture will not result in any breach of any of the terms, conditions
or
provisions of or constitute a default under any indenture, mortgage,
deed
of trust or other agreement or instrument, including, without limitation,
any Related Document, to which CRCF is a party or by which it or
its
property is bound or any order of any court or administrative agency
entered in the suit, action or other judicial or administrative proceeding
to which CRCF is a party or by which it or its property may be bound
or to
which it or its property may be
subject,
|
-9-
|
4.
|
The
Trustee shall have received one or more Opinions of Counsel, subject
to
the assumptions and qualifications stated therein and an Officer’s
Certificate of CRCF, in each case, in a form substantially acceptable
to
the Trustee, dated the date hereof, substantially to the effect that
all
conditions precedent provided for in the Base Indenture with respect
to
the execution and delivery of this Supplemental Indenture have been
complied with in all material
respects.
|
SECTION
4: MISCELLANEOUS
Section
4.1 Counterpart
Originals.
The
parties may sign any number of copies of this Supplemental Indenture. Each
signed copy shall be an original, but all of them together represent the same
agreement.
Section
4.2 Ratification
and Effect.
The
Base
Indenture, as amended and supplemented by this Supplemental Indenture, is in
all
respects ratified and confirmed, shall continue to be in full force and effect,
and shall be read, taken and construed as one and the same
instrument.
Section
4.3 Effect
of Supplemental Indenture.
This
Supplemental Indenture is limited as specified and, except as expressly stated
herein, shall not constitute a modification, acceptance or waiver of any other
provision of the Base Indenture.
Section
4.4 Headings,
etc.
The
headings of the Sections of this Supplemental Indenture have been inserted
for
convenience of reference only, are not to be considered a part hereof, and
shall
in no way modify or restrict any of the terms or provisions hereof.
Section
4.5 Choice
of Law.
THIS
SUPPLEMENTAL INDENTURE SHALL BE A CONTRACT MADE UNDER AND GOVERNED BY THE
INTERNAL LAWS OF THE STATE OF NEW YORK.
-10-
IN
WITNESS WHEREOF, the Trustee and CRCF have caused this Supplemental Indenture
to
be duly executed by their respective duly authorized officers as of the day
and
year first written above.
|
By:
|
CENDANT
RENTAL CAR FUNDING
(AESOP)
LLC,
as
Issuer
/s/
Lori Gebron
|
||
|
Name: Lori
Gebron
Title: Vice
President
|
|
By:
|
THE
BANK OF NEW YORK,
as
Trustee
/s/
John Bobko
|
||
|
Name: John
Bobko
Title: Vice
President
|
-11-
Exhibit
10.2
FIRST
AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AGREEMENT
This
FIRST AMENDMENT TO THE SECOND AMENDED AND RESTATED LOAN AGREEMENT (this
“Amendment”),
dated
as of December 23, 2005, amends the Second Amended and Restated Loan Agreement,
dated as of June 3, 2004 (the “AESOP
I Operating Lease Loan Agreement”),
among
AESOP LEASING L.P., a Delaware limited partnership (“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 CENDANT RENTAL CAR FUNDING (AESOP) LLC,
a
Delaware limited liability company (“CRCF”
or
the
“Lender”).
Unless otherwise specified herein, capitalized terms used herein shall have
the
meanings ascribed to such terms in (i) the Definitions List attached as Schedule
I to the Second Amended and Restated Base Indenture, dated as of June 3, 2004,
as amended (the “Base
Indenture”),
between CRCF, as issuer, and The Bank of New York, as trustee (the “Trustee”),
as
such Definitions List may from time to time be amended in accordance with the
terms of the Base Indenture or the AESOP I Operating Lease Loan Agreement,
as
applicable.
W
I T
N E S S E T H:
WHEREAS,
pursuant to Section 13.1 of the AESOP I Operating Lease Loan Agreement, the
AESOP I Operating Lease Loan Agreement may be amended with an agreement in
writing and signed and delivered by the Lender, AESOP Leasing, PVHC and Quartx
and consented to in writing by the Trustee;
WHEREAS,
pursuant to Section 12.2 of the Base Indenture, the AESOP I Operating Lease
Loan
Agreement may be amended with the written consent of CRCF, the Trustee, any
applicable Enhancement Provider, and the Requisite Investors;
WHEREAS,
the parties desire to amend the AESOP I Operating Lease Loan Agreement to
reflect an increase in the maximum lease term for certain vehicles under the
AESOP I Operating Lease Loan Agreement from eighteen (18) to thirty-six (36)
months; and
WHEREAS,
CRCF has requested the Trustee, each applicable Enhancement Provider and the
Requisite Investors to, and the Trustee, each applicable Enhancement Provider
and the Requisite Investors have consented to, the amendment of certain
provisions of the AESOP I Operating Lease Loan Agreement as set forth herein;
NOW,
THEREFORE, it is agreed:
| 1. |
Section
10.14 of the AESOP I Operating Lease Loan Agreement is hereby amended
such
that all references therein to “eighteen (18) months” shall hereby be
replaced with “thirty-six (36) months.”
|
| 2. |
This
Amendment is limited as specified and, except as expressly stated herein,
shall not constitute a modification, acceptance or waiver of any other
provision of the AESOP I Operating Lease Loan
Agreement.
|
| 3. |
This
Amendment shall become effective as of the date (the “Amendment
Effective Date”)
on which each of the following
have occurred: (i) each of the parties hereto shall have executed and
delivered this Amendment to the Trustee, (ii) the Rating Agency Consent
Condition shall have been satisfied with respect to this Amendment
and
(iii) the Requisite Investors, the Trustee, the Lender and, for any
applicable Series of Notes, each applicable Enhancement Provider, shall
have consented hereto.
|
| 4. |
From
and after the Amendment Effective Date, all references to the AESOP
I
Operating Lease Loan Agreement shall be deemed to be references to
the
AESOP I Operating Lease Loan Agreement as amended
hereby.
|
| 5. |
This
Amendment may be executed in separate counterparts by the parties hereto,
each of which when so executed and delivered shall be an original but
all
of which shall together constitute one and the same
instrument.
|
| 6. |
THIS
AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL
BE
CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE
OF NEW
YORK.
|
-2-
IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed by their respective duly authorized officers as of the date above
first
written.
|
AESOP
LEASING L.P.
By:
AESOP LEASING CORP.
its
general partner
|
|||
|
By
|
/s/
Lori Gebron
|
||
|
Name:
Lori Gebron
Title:
Vice President
|
|
PV
HOLDING CORP.
|
|||
|
By
|
/s/
Karen C. Sclafani
|
||
|
Name:
Karen C. Sclafani
Title:
Senior Vice President and Secretary
|
|
QUARTX
FLEET MANAGEMENT, INC.
|
|||
|
By
|
/s/
Karen C. Sclafani
|
||
|
Name:
Karen C. Sclafani
Title:
Senior Vice President and Secretary
|
|
CENDANT
RENTAL CAR FUNDING (AESOP) LLC
|
|||
|
By
|
/s/
Lori Gebron
|
||
|
Name:
Lori Gebron
Title:
Vice President
|
Acknowledged
and consented to:
|
THE
BANK OF NEW YORK,
as
Trustee
|
|||
|
By
|
/s/
John Bobko
|
||
|
Name:
John Bobko
Title:
Vice President
|
Exhibit
10.3
FIRST
AMENDMENT TO SECOND AMENDED AND RESTATED MASTER MOTOR VEHICLE OPERATING LEASE
AGREEMENT
This
FIRST AMENDMENT TO THE SECOND AMENDED AND RESTATED MASTER MOTOR VEHICLE
OPERATING LEASE AGREEMENT (this “Amendment”),
dated
as of December 23, 2005, amends the Second Amended and Restated Master Motor
Vehicle Operating Lease Agreement (the “AESOP
I Operating Lease”),
dated
as of June 3, 2004, by and between AESOP LEASING L.P., a Delaware limited
partnership, as lessor (the “Lessor”)
and
CENDANT CAR RENTAL GROUP, INC., a Delaware corporation (“CCRG”),
as
lessee (in such capacity, the “Lessee”)
and as
administrator (in such capacity, the “Administrator”).
Unless otherwise specified herein, capitalized terms used herein shall have
the
meanings ascribed to such terms in (i) the Definitions List attached as Schedule
I to the Second Amended and Restated Base Indenture, dated as of June 3, 2004
(as amended to date, 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
or
the AESOP I Operating Lease, as applicable.
W
I T
N E S S E T H:
WHEREAS,
pursuant to Section 29 of the AESOP I Operating Lease, the AESOP I Operating
Lease may be amended with an agreement in writing signed by the Lessor and
the
Lessee and consented to in writing by CRCF, as lender (in such capacity, the
“Lender”),
and
the Trustee;
WHEREAS,
the parties desire to amend the AESOP I Operating Lease to reflect a change
in
the maximum term certain vehicles may be leased by the Lessee pursuant to the
AESOP I Operating Lease from eighteen (18) to thirty-six (36) months;
and
WHEREAS,
the Lessor has requested the Trustee and the Lender to, and, upon this Amendment
becoming effective, the Lessor, the Lender and the Trustee have agreed to,
amend
certain provisions of the AESOP I Operating Lease as set forth
herein;
NOW,
THEREFORE, it is agreed:
| 1. |
Section
2.6(a)(ii) and Sections 3.1(a) and (b) of the AESOP I Operating Lease
are
hereby amended such that all references therein to “eighteen (18) months”
shall hereby be replaced with “thirty-six (36)
months.”
|
| 2. |
This
Amendment is limited as specified and, except as expressly stated herein,
shall not constitute a modification, acceptance or waiver of any other
provision of the AESOP I Operating Lease.
|
| 3. |
This
Amendment shall become effective as of the date (the “Amendment
Effective Date”)
on which each of the following
have occurred: (i) each of the parties hereto shall have executed and
delivered this Amendment to the Trustee, (ii) the Rating Agency Consent
Condition shall have been satisfied with respect to this Amendment
and
(iii) the Trustee and the Lender shall have consented
hereto.
|
| 4. |
From
and after the Amendment Effective Date, all references to the AESOP
I
Operating Lease shall be deemed to be references to the AESOP I Operating
Lease as amended hereby.
|
| 5. |
This
Amendment may be executed in separate counterparts by the parties hereto,
each of which when so executed and delivered shall be an original but
all
of which shall together constitute one and the same
instrument.
|
| 6. |
THIS
AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL
BE
CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE
OF NEW
YORK.
|
-2-
IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed by their respective duly authorized officers as of the date above
first
written.
|
AESOP
LEASING L.P., as Lessor
|
|||
|
By:
|
/s/
Lori Gebron
|
||
|
Name:
Lori Gebron
Title:
Vice President
|
|
CENDANT
CAR RENTAL GROUP, INC., as
Lessee
and Administrator
|
|||
|
By:
|
/s/
Elizabeth R. Cohen
|
||
|
Name:
Elizabeth R. Cohen
Title:
Vice President and Assistant
Treasurer
|
Acknowledged
and Consented
|
CENDANT
RENTAL CAR FUNDING (AESOP) LLC, as Lender
|
||||
|
By:
|
/s/
Lori Gebron
|
|||
|
Name:
Lori Gebron
Title:
Vice President
|
||||
|
THE
BANK OF NEW YORK, as Trustee
|
||||
|
By:
|
/s/
John Bobko
|
|||
|
Name:
John Bobko
Title:
Vice President
|
||||
Exhibit
10.4
CENDANT
RENTAL CAR FUNDING (AESOP) LLC,
as
Issuer
and
THE
BANK
OF NEW YORK,
as
Trustee and Series 2006-1 Agent
_____________________
SERIES
2006-1 SUPPLEMENT
dated
as
of January 19, 2006
to
SECOND
AMENDED AND RESTATED BASE INDENTURE
dated
as
of June 3, 2004
_____________________
Table
of Contents
| Page | ||
|
ARTICLE
I DEFINITIONS
|
1
|
|
|
ARTICLE
II SERIES 2006-1 ALLOCATIONS
|
24
|
|
Section
2.1 Establishment of Series 2006-1 Collection Account, Series
2006-1
Excess
Collection Account and Series 2006-1 Accrued Interest
Account
|
24
|
||
|
Section
2.2 Allocations with Respect to the Series 2006-1 Notes
|
24
|
||
|
Section
2.3 Payments to Noteholders and Each Series 2006-1 Interest
Rate
Swap
Counterparty
|
28
|
||
|
Section
2.4 Payment of Note Interest
|
32
|
||
|
Section
2.5 Payment of Note Principal
|
32 | ||
|
Section
2.6 Administrator’s Failure to Instruct the Trustee to Make a Deposit
or
Payment
|
36 | ||
|
Section
2.7 Series-2006-1 Reserve Account
|
36 | ||
|
Section
2.8 Series 2006-1 Letters of Credit and Series 2006-1 Cash
Collateral
Account
|
38 | ||
|
Section
2.9 Series 2006-1 Distribution Account
|
43 | ||
|
Section
2.10 Series 2006-1 Interest Rate Swaps
|
44 | ||
|
Section
2.11 Series 2006-1 Accounts Permitted Investments
|
45 | ||
|
Section
2.12 Series 2006-1 Demand Notes Constitute Additional
Collateral
for
Series 2006-1 Notes
|
46 |
|
ARTICLE
III AMORTIZATION EVENTS
|
46 | ||
|
ARTICLE
IV RIGHT TO WAIVE PURCHASE RESTRICTIONS
|
48 | ||
|
ARTICLE
V FORM OF SERIES 2006-1 NOTES
|
49 | ||
|
Section
5.1 Restricted Global Series 2006-1 Notes
|
49 | ||
|
Section
5.2 Temporary Global Series 2006-1 Notes; Permanent Global
Series
2006-1 Notes
|
49 | ||
|
ARTICLE
VI GENERAL
|
50
|
||
|
Section
6.1 Optional Repurchase
|
50 | ||
|
Section
6.2 Information
|
50 | ||
|
Section
6.3 Exhibits
|
50 | ||
|
Section
6.4 Ratification of Base Indenture
|
51 | ||
|
Section
6.5 Counterparts
|
51 | ||
|
Section
6.6 Governing Law
|
51 | ||
|
Section
6.7 Amendments
|
51 | ||
|
Section
6.8 Discharge of Indenture
|
51 | ||
|
Section
6.9 Notice to Surety Provider, Rating Agencies and each
Series
2006-1
Interest Rate Swap Counterparty
|
51 | ||
(i)
Table
of Contents
(continued)
| Page | |||
|
Section
6.10 Certain Rights of Surety Provider
|
52 | ||
|
Section
6.11 Surety Provider Deemed Noteholder and Secured Party
|
52 | ||
|
Section
6.12 Capitalization of CRCF
|
52 | ||
|
Section
6.13 [RESERVED]
|
52 | ||
|
Section
6.14 Third Party Beneficiary
|
52 | ||
|
Section
6.15 Prior Notice by Trustee to Surety Provider
|
52 | ||
|
Section
6.16 Effect of Payments by the Surety Provider
|
53 | ||
|
Section
6.17 Series 2006-1 Demand Notes
|
53 | ||
|
Section
6.18 Subrogation
|
53 | ||
|
Section
6.19 Termination of Supplement
|
53 | ||
|
Section
6.20 Condition to Termination of CRCF’s Obligations
|
54 | ||
|
Section
6.21 Confidential Information.
|
54 |
(ii)
SERIES
2006-1
SUPPLEMENT, dated as of January 19, 2006 (this “Supplement”), among
CENDANT RENTAL CAR FUNDING (AESOP) LLC, a special purpose limited liability
company established under the laws of Delaware (“CRCF”), THE BANK OF
NEW YORK, a New York banking corporation, as trustee (in such capacity, and
together with its successors in trust thereunder as provided in the Base
Indenture referred to below, the “Trustee”), and THE BANK OF NEW
YORK, as agent (in such capacity, the “Series 2006-1 Agent”) for the
benefit of the Series 2006-1 Noteholders, each Series 2006-1 Interest Rate
Swap
Counterparty and the Surety Provider, to the Second Amended and Restated
Base
Indenture, dated as of June 3, 2004, between CRCF and the Trustee (as amended,
modified or supplemented from time to time, exclusive of Supplements
creating a new Series of Notes, the “Base Indenture”).
PRELIMINARY
STATEMENT
WHEREAS,
Sections 2.2
and 12.1 of the Base Indenture provide, among other things, that CRCF and
the
Trustee may at any time and from time to time enter into a supplement to
the Base Indenture for the purpose of authorizing the issuance of one or
more
Series of Notes;
NOW,
THEREFORE, the
parties hereto agree as follows:
DESIGNATION
There
is hereby
created a Series of Notes to be issued pursuant to the Base Indenture and
this Supplement, and such Series of Notes shall be designated as the Series
2006-1 Floating Rate Rental Car Asset Backed Notes.
The
proceeds from the
sale of the Series 2006-1 Notes shall be deposited in the Collection Account
and
shall be paid to CRCF and used to make Loans under the Loan Agreements to
the
extent that the Borrowers have requested Loans thereunder and Eligible Vehicles
are available for acquisition or refinancing thereunder on the date
hereof. Any such portion of proceeds not so used to make Loans shall be
deemed to be Principal Collections.
The
Series 2006-1
Notes are a non-Segregated Series of Notes (as more fully described in the
Base
Indenture). Accordingly, all references in this Supplement to “all” Series
of Notes (and all references in this Supplement to terms defined in the Base
Indenture that contain references to “all” Series of Notes) shall refer to all
Series of Notes other than Segregated Series of Notes.
(a)
All capitalized terms not otherwise defined herein are defined in the
Definitions List attached to the Base Indenture as Schedule I
thereto. All Article, Section, Subsection or Exhibit references
herein shall refer to Articles, Sections, Subsections or Exhibits of this
Supplement, except as otherwise provided herein. Unless otherwise
stated herein, as the context otherwise requires or if such term is
otherwise defined in the Base Indenture, each capitalized
term used or defined
herein shall relate only to the Series 2006-1 Notes and not to any other
Series
of Notes issued by CRCF. In the event that a term used herein shall be
defined both herein and in the Base Indenture, the definition of such term
herein shall govern.
(b)
The following words and phrases shall have the following meanings with respect
to the Series 2006-1 Notes and the definitions of such terms are applicable
to
the singular as well as the plural form of such terms and to the masculine
as
well as the feminine and neuter genders of such terms:
“Adjusted
Net Book
Value” means, as of any date of determination, with respect to each Adjusted
Program Vehicle as of such date, the product of 0.965 and the Net Book Value
of
such Adjusted Program Vehicle as of such date.
“Authorized
Newspaper” means the Luxemburger Wort or other daily newspaper of
general circulation in Luxembourg (or if publication is not practical in
Luxembourg, in Europe).
“Business
Day”
means any day other than (a) a Saturday or a Sunday or (b) a day on which
the
Surety Provider or banking institutions in New York City or in the city in
which
the corporate trust office of the Trustee is located are authorized or obligated
by law or executive order to close.
“Certificate
of
Lease Deficit Demand” means a certificate substantially in the form of
Annex A to the Series 2006-1 Letters of Credit.
“Certificate
of
Termination Date Demand” means a certificate substantially in the form of
Annex D to the Series 2006-1 Letters of Credit.
“Certificate
of
Termination Demand” means a certificate substantially in the form of
Annex C to the Series 2006-1 Letters of Credit.
“Certificate
of
Unpaid Demand Note Demand” means a certificate substantially in the form of
Annex B to the Series 2006-1 Letters of Credit.
“Clearstream”
is defined in Section 5.2.
“Confirmation
Condition” means, with respect to any Bankrupt Manufacturer which is a
debtor in Chapter 11 Proceedings, a condition that shall be satisfied upon
the
bankruptcy court having competent jurisdiction over such Chapter 11 Proceedings
issuing an order that remains in effect approving (i) the assumption of such
Bankrupt Manufacturer’s Manufacturer Program (and the related Assignment
Agreements) by such Bankrupt Manufacturer or the trustee in bankruptcy of
such
Bankrupt Manufacturer under Section 365 of the Bankruptcy Code and at the
time
of such assumption, the payment of all amounts due and payable by such Bankrupt
Manufacturer under such Manufacturer Program and the curing of all other
defaults by the Bankrupt Manufacturer thereunder or (ii) the execution, delivery
and performance by such Bankrupt Manufacturer of a new post-petition
Manufacturer Program (and the related assignment agreements) on the same
terms
and covering the same Vehicles as such Bankrupt Manufacturer’s Manufacturer
Program (and the related Assignment Agreements) in
-2-
effect on the date
such
Bankrupt Manufacturer became subject to such Chapter 11 Proceedings and,
at the
time of the execution and delivery of such new post-petition Manufacturer
Program, the payment of all amounts due and payable by such Bankrupt
Manufacturer under such Manufacturer Program and the curing of all other
defaults by the Bankrupt Manufacturer thereunder; provided that
notwithstanding the foregoing, the Confirmation Condition shall be deemed
satisfied until the 90th calendar day following the initial filing in
respect of such Chapter 11 Proceedings.
“Consent”
is
defined in Article IV.
“Consent
Period
Expiration Date” is defined in Article IV.
“Demand
Note
Issuer” means each issuer of a Series 2006-1 Demand Note.
“Designated
Amounts” is defined in Article IV.
“Disbursement”
means any Lease Deficit Disbursement, any Unpaid Demand Note Disbursement,
any
Termination Date Disbursement or any Termination Disbursement under a Series
2006-1 Letter of Credit, or any combination thereof, as the context may
require.
“Euroclear”
is
defined in Section 5.2.
“Excess
Collections” is defined in Section 2.3(f)(i).
“Excluded
Receivable Amount” means, as of any date of determination, the greater of
the Moody’s Excluded Receivable Amount and the Standard & Poor’s Excluded
Receivable Amount as of such date.
“Finance
Guide” means the Black Book Official Finance/Lease Guide.
“Fixed
Rate
Payment” means, for any Distribution Date, the amount, if any, payable by
CRCF as the “Fixed Amount” under any Series 2006-1 Interest Rate Swap after the
netting of payments due to CRCF as the “Floating Amount” from the Series 2006-1
Interest Rate Swap Counterparty under such Series 2006-1 Interest Rate Swap
on
such Distribution Date.
“Inclusion
Date” means, with respect to any Vehicle, the date that is three months
after the earlier of (i) the date such Vehicle became a Redesignated Vehicle
and
(ii) if the Manufacturer of such Vehicle is a Bankrupt Manufacturer, the
date
upon which the Event of Bankruptcy which caused such Manufacturer to become
a
Bankrupt Manufacturer first occurred.
“Insurance
Agreement” means the Insurance Agreement, dated as of January 19, 2006,
among the Surety Provider, the Trustee and CRCF, which shall constitute an
“Enhancement Agreement” with respect to the Series 2006-1 Notes for all purposes
under the Indenture.
“Insured
Principal
Deficit Amount” means, with respect to any Distribution Date, the excess, if
any, of (a) the Series 2006-1 Outstanding Principal Amount on such Distribution
Date (after giving effect to the distribution of the Monthly Total Principal
Allocation for the
-3-
Related Month) over
(b)
the sum of the Series 2006-1 Available Reserve Account Amount on such
Distribution Date, the Series 2006-1 Letter of Credit Amount on such
Distribution Date and the Series 2006-1 AESOP I Operating Lease Loan Agreement
Borrowing Base on such Distribution Date.
“Lease
Deficit
Disbursement” means an amount drawn under a Series 2006-1 Letter of Credit
pursuant to a Certificate of Lease Deficit Demand.
“LIBOR”
means,
with respect to each Series 2006-1 Interest Period, a rate per annum to be
determined by the Trustee as follows:
(i)
On each LIBOR Determination Date, the Trustee will determine the London
interbank offered rate for U.S. dollar deposits for one month that appears
on
Telerate Page 3750 as it relates to U.S. dollars as of 11:00 a.m., London
time,
on such LIBOR Determination Date:
(ii)
If, on any LIBOR Determination Date, such rate does not appear on Telerate
Page
3750, the Trustee will request that the principal London offices of each
of four
major banks in the London interbank market selected by the Trustee provide
the
Trustee with offered quotations for deposits in U.S. dollars for a period
of one
month, commencing on the first day of such Series 2006-1 Interest Period,
to
prime banks in the London interbank market at approximately 11:00 a.m., London
time, on such LIBOR Determination Date and in a principal amount equal to
an
amount of not less than $250,000 that is representative of a single transaction
in such market at such time. If at least two such quotations are provided,
“LIBOR” for such Series 2006-1 Interest Period will be the arithmetic mean of
such quotations; or
(iii)
If fewer than two such quotations are provided pursuant to clause (ii), “LIBOR”
for such Series 2006-1 Interest Period will be the arithmetic mean of rates
quoted by three major banks in the City of New York selected by the Trustee
at
approximately 11:00 a.m., New York City time, on such LIBOR Determination
Date for loans in U.S. dollars to leading European banks, for a period of
one
month, commencing on the first day of such Series 2006-1 Interest Period,
and in
a principal amount equal to an amount of not less than $250,000 that is
representative of a single transaction in such market at such time;
provided, however, that if the banks selected as aforesaid by such
Trustee are not quoting rates as mentioned in this sentence, “LIBOR” for such
Series 2006-1 Interest Period will be the same as “LIBOR” for the immediately
preceding Series 2006-1 Interest Period.
“LIBOR
Determination Date” means, with respect to any Series 2006-1 Interest
Period, the second London Banking Day preceding the first day of such Series
2006-1 Interest Period.
“London
Banking Day” means any business day on which dealings in deposits in United
States dollars are transacted in the London interbank market.
“Market
Value Average” means, as of any day, the percentage equivalent of a
fraction, the numerator of which is the average of the Selected Fleet Market
Value as of the
-4-
preceding
Determination Date and the two Determination Dates precedent thereto and
the
denominator of which is the sum of (a) the average of the aggregate Net
Book Value of all Non-Program Vehicles (excluding (i) any Unaccepted
Program Vehicles, (ii) any Excluded Redesignated Vehicles and (iii) any
other Non-Program Vehicles that are subject to a Manufacturer Program with
an
Eligible Non-Program Manufacturer with respect to which no Manufacturer Event
of
Default has occurred and is continuing) and (b) the average of the aggregate
Adjusted Net Book Value of all Adjusted Program Vehicles, in the case of
each of
clause (a) and (b) leased under the AESOP I Operating Lease and the Finance
Lease as of the preceding Determination Date and the two Determination Dates
precedent thereto.
“Monthly
Total
Principal Allocation” means for any Related Month the sum of all Series
2006-1 Principal Allocations with respect to such Related Month.
“Moody’s
Excluded
Manufacturer Receivable Specified Percentage” means, as of any date of
determination, with respect to each Moody’s Non-Investment Grade Manufacturer as
of such date, the percentage (not to exceed 100%) most recently specified
in
writing by Moody’s to CRCF and the Trustee and consented to by the Surety
Provider with respect to such Moody’s Non-Investment Grade Manufacturer;
provided, however, that as of the Series 2006-1 Closing Date the
Moody’s Excluded Manufacturer Receivable Specified Percentage for each Moody’s
Non-Investment Grade Manufacturer shall be 100%; providedfurther
that the initial Moody’s Excluded Manufacturer Receivable Specified Percentage
with respect to any Manufacturer that becomes a Moody’s Non-Investment Grade
Manufacturer after the Series 2006-1 Closing Date shall be 100%.
“Moody’s
Excluded
Receivable Amount” means, as of any date of determination, the sum of the
following amounts with respect to each Moody’s Non-Investment Grade Manufacturer
as of such date: the product of (i) to the extent such amounts are included
in
the calculation of AESOP I Operating Lease Loan Agreement Borrowing Base
as of
such date, all amounts receivable, as of such date, by AESOP Leasing or the
Intermediary from such Moody’s Non-Investment Grade Manufacturer and (ii) the
Moody’s Excluded Manufacturer Receivable Specified Percentage for such Moody’s
Non-Investment Grade Manufacturer as of such date.
“Moody’s
Non-Investment Grade Manufacturer” means, as of any date of determination,
any Manufacturer that (i) is not a Bankrupt Manufacturer and (ii) does not
have
a long-term senior unsecured debt rating of at least “Baa3” from Moody’s;
provided that any Manufacturer whose long-term senior unsecured debt
rating is downgraded from at least “Baa3” to below “Baa3” by Moody’s after the
Series 2006-1 Closing Date shall not be deemed a Moody’s Non-Investment Grade
Manufacturer until the thirtieth (30th) calendar day following such
downgrade.
“Past
Due Rent
Payment” is defined in Section 2.2(g).
“Permanent
Global
Series 2006-1 Note” is defined in Section 5.2.
“Pre-Preference
Period Demand Note Payments” means, as of any date of determination,
the aggregate amount of all proceeds of demands made on the Series 2006-1
Demand
Notes included in the Series 2006-1 Demand Note Payment Amount as of the
Series
2006-1
-5-
Letter of Credit
Termination Date that were paid by the Demand Note Issuers more than one
year
before such date of determination; provided, however,that if an
Event of Bankruptcy (or the occurrence of an event described in clause (a)
of
the definition thereof, without the lapse of a period of sixty (60) consecutive
days) with respect to a Demand Note Issuer occurs during such one year period,
(x) the Pre-Preference Period Demand Note Payments as of any date during
the
period from and including the date of the occurrence of such Event of Bankruptcy
to and including the conclusion or dismissal of the proceedings giving rise
to such Event of Bankruptcy without continuing jurisdiction by the court
in such
proceedings shall equal the Pre-Preference Period Demand Note Payments as
of the
date of such occurrence for all Demand Note Issuers and (y) the Pre-Preference
Period Demand Note Payments as of any date after the conclusion or dismissal
of
such proceedings shall equal the Series 2006-1 Demand Note Payment Amount
as of
the date of the conclusion or dismissal of such proceedings.
“Principal
Deficit
Amount” means, as of any date of determination, the excess, if any, of (i)
the Series 2006-1 Invested Amount on such date (after giving effect to the
distribution of the Monthly Total Principal Allocation for the Related Month
if
such date is a Distribution Date) over (ii) the Series 2006-1 AESOP I Operating
Lease Loan Agreement Borrowing Base on such date; provided,
however the Principal Deficit Amount on any date occurring during
the
period commencing on and including the date of the filing by any of the Lessees
of a petition for relief under Chapter 11 of the Bankruptcy Code to but
excluding the date on which each of the Lessees shall have resumed making
all
payments of the portion of Monthly Base Rent relating to Loan Interest required
to be made under the AESOP I Operating Lease, shall mean the excess, if any,
of
(x) the Series 2006-1 Invested Amount on such date (after giving effect to
the
distribution of Monthly Total Principal Allocation for the Related Month
if such
date is a Distribution Date) over (y) the sum of (1) the Series 2006-1 AESOP
I
Operating Lease Loan Agreement Borrowing Base on such date and (2) the lesser
of
(a) the Series 2006-1 Liquidity Amount on such date and (b) the Series 2006-1
Required Liquidity Amount on such date.
“Pro
Rata
Share” means, with respect to any Series 2006-1 Letter of Credit Provider as
of any date, the fraction (expressed as a percentage) obtained by dividing
(A)
the available amount under such Series 2006-1 Letter of Credit Provider’s Series
2006-1 Letter of Credit as of such date by (B) an amount equal to the aggregate
available amount under all Series 2006-1 Letters of Credit as of such date;
provided, that only for purposes of calculating the Pro Rata Share with
respect to any Series 2006-1 Letter of Credit Provider as of any date, if
such
Series 2006-1 Letter of Credit Provider has not complied with its obligation
to
pay the Trustee the amount of any draw under its Series 2006-1 Letter of
Credit
made prior to such date, the available amount under such Series 2006-1 Letter
of
Credit Provider’s Series 2006-1 Letter of Credit as of such date shall be
treated as reduced (for calculation purposes only) by the amount of such
unpaid
demand and shall not be reinstated for purposes of such calculation unless
and
until the date as of which such Series 2006-1 Letter of Credit Provider has
paid
such amount to the Trustee and been reimbursed by the Lessee or the applicable
Demand Note Issuer, as the case may be, for such amount (provided that
the foregoing calculation shall not in any manner reduce the undersigned’s
actual liability in respect of any failure to pay any demand under its Series
2006-1 Letter of Credit).
“Qualified
Interest Rate Swap Counterparty” means a counterparty (A) who is acceptable
to the Surety Provider (in the exercise of its reasonable judgment) and (B)
who
is a
-6-
bank or other financial
institution, which is acceptable to each Rating Agency or which has, or which
has all of its obligations under its Series 2006-1 Interest Rate Swap guaranteed
by a Person that has, (i) a short-term senior, unsecured debt, deposit, claims
paying or credit (as the case may be) rating of at least “A-1”, or if such bank,
financial institution or Person does not have a short-term senior, unsecured
debt rating, then a long-term senior, unsecured debt, deposit, claims paying
or
credit (as the case may be) rating of at least “A+”, in each case, from Standard
& Poor’s and (ii) a short-term senior, unsecured debt, deposit, claims
paying or credit (as the case may be) rating of “P-1”, or if such bank,
financial institution or Person does not have a short-term senior, unsecured
debt rating, then a long-term senior, unsecured debt, deposit, claims paying
or
credit (as the case may be) rating of at least “A1”, in each case, from
Moody’s.
“Requisite
Noteholders” means Series 2006-1 Noteholders holding more than 50% of the
Series 2006-1 Invested Amount.
“Restricted
Global
Series 2006-1 Note” is defined in Section 5.1.
“Selected
Fleet
Market Value” means, with respect to all Adjusted Program Vehicles and all
Non-Program Vehicles (excluding (i) any Unaccepted Program Vehicles, (ii)
any
Excluded Redesignated Vehicles and (iii) any other Non-Program Vehicles that
are
subject to a Manufacturer Program with an Eligible Non-Program Manufacturer
with
respect to which no Manufacturer Event of Default has occurred and is
continuing) as of any date of determination, the sum of the respective Market
Values of each such Adjusted Program Vehicle and each such Non-Program Vehicle,
in each case subject to the AESOP I Operating Lease or the Finance Lease
as of
such date. For purposes of computing the Selected Fleet Market Value, the
“Market Value” of an Adjusted Program Vehicle or a Non-Program Vehicle means the
market value of such Vehicle as specified in the most recently published
NADA
Guide for the model class and model year of such Vehicle based on the average
equipment and the average mileage of each Vehicle of such model class and
model
year then leased under the AESOP I Operating Lease and the Finance Lease;
provided, that if the NADA Guide is not being published or the NADA Guide
is being published but such Vehicle is not included therein, the Market Value
of
such Vehicle shall be based on the market value specified in the most recently
published Finance Guide for the model class and model year of such Vehicle
based
on the average equipment and the average mileage of each Vehicle of such
model
class and model year then leased under the AESOP I Operating Lease or the
Finance Lease; provided, further, that if the Finance Guide is
being published but such Vehicle is not included therein, the Market Value
of
such Vehicle shall mean (x) in the case of an Adjusted Program Vehicle, the
Adjusted Net Book Value of such Adjusted Program Vehicle and (y) in the case
of
a Non-Program Vehicle, the Net Book Value of such Non-Program Vehicle
provided, further, that if the Finance Guide is not being
published, the Market Value of such Vehicle shall be based on an independent
third-party data source selected by the Administrator and approved by each
Rating Agency that is rating any Series of Notes and the Surety Provider
(such
approval not to be unreasonably withheld or delayed), at the request of CRCF
based on the average equipment and average mileage of each Vehicle of such
model
class and model year then leased under the AESOP I Operating Lease or the
Finance Lease; provided, further, that if no such third-party data
source or methodology shall have been so approved or any such third-party
data
source or methodology is not available, the Market Value of such Vehicle
shall
be equal to a reasonable estimate of the
-7-
wholesale market value
of
such Vehicle as determined by the Administrator, based on the Net Book Value
of
such Vehicle and any other factors deemed relevant by the Administrator.
“Series
2000-2
Notes” means the Series of Notes designated as the Series 2000-2
Notes.
“Series
2001-2
Notes” means the Series of Notes designated as the Series 2001-2
Notes.
“Series
2002-1
Notes” means the Series of Notes designated as the Series 2002-1
Notes.
“Series
2002-2
Notes” means the Series of Notes designated as the Series 2002-2
Notes.
“Series
2002-3
Notes” means the Series of Notes designated as the Series 2002-3
Notes.
“Series
2003-1
Notes” means the Series of Notes designated as the Series 2003-1
Notes.
“Series
2003-2
Notes” means the Series of Notes designated as the Series 2003-2
Notes.
“Series
2003-3
Notes” means the Series of Notes designated as the Series 2003-3
Notes.
“Series
2003-4
Notes” means the Series of Notes designated as the Series 2003-4
Notes.
“Series
2003-5
Notes” means the Series of Notes designated as the Series 2003-5
Notes.
“Series
2004-1
Notes” means the Series of Notes designated as the Series 2004-1
Notes.
“Series
2004-2
Notes” means the Series of Notes designated as the Series 2004-2
Notes.
“Series
2004-4
Notes” means the Series of Notes designated as the Series 2004-4
Notes.
“Series
2005-1
Notes” means the Series of Notes designated as the Series 2005-1
Notes.
“Series
2005-2
Notes” means the Series of Notes designated as the Series 2005-2
Notes.
-8-
“Series
2005-3
Notes” means the Series of Notes designated as the Series 2005-3
Notes.
“Series
2005-4
Notes” means the Series of Notes designated as the Series 2005-4
Notes.
“Series
2006-1
Accounts” means each of the Series 2006-1 Distribution Account, the Series
2006-1 Reserve Account, the Series 2006-1 Collection Account, the Series
2006-1
Excess Collection Account and the Series 2006-1 Accrued Interest Account.
“Series
2006-1
Accrued Interest Account” is defined in Section 2.1(b).
“Series
2006-1
Adjusted Monthly Interest” means (a) for the initial Distribution Date, an
amount equal to $2,586,721.50 and (b) for any other
Distribution Date, the sum of (i) an amount equal to the product of (1) the
Series 2006-1 Note Rate for the Series 2006-1 Interest Period ending on the
day
preceding such Distribution Date, (2) the Series 2006-1 Outstanding Principal
Amount on the first day of such Series 2006-1 Interest Period and (3) a
fraction, the numerator of which is the number of days in such Series 2006-1
Interest Period and the denominator of which is 360 and (ii) any amount
described in clause (b)(i) with respect to a prior Distribution Date that
remains unpaid as of such Distribution Date (together with any accrued interest
on such amount).
“Series
2006-1
AESOP I Operating Lease Loan Agreement Borrowing Base” means, as of any date
of determination, the product of (a) the Series 2006-1 AESOP I Operating
Lease Vehicle Percentage as of such date and (b) the excess of (i) the
AESOP I Operating Lease Loan Agreement Borrowing Base as of such date
over (ii) the Excluded Receivable Amount as of such date.
“Series
2006-1
AESOP I Operating Lease Vehicle Percentage” means, as of any date of
determination, a fraction, expressed as a percentage (which percentage shall
never exceed 100%), the numerator of which is the Series 2006-1 Required
AESOP I
Operating Lease Vehicle Amount as of such date and the denominator of which
is
the sum of the Required AESOP I Operating Lease Vehicle Amounts for all Series
of Notes as of such date.
“Series
2006-1
Agent” is defined in the recitals hereto.
“Series
2006-1
Available Cash Collateral Account Amount” means, as of any date of
determination, the amount on deposit in the Series 2006-1 Cash Collateral
Account (after giving effect to any deposits thereto and withdrawals and
releases therefrom on such date).
“Series-2006-1
Available Reserve Account Amount” means, as of any date of determination,
the amount on deposit in the Series 2006-1 Reserve Account (after giving
effect
to any deposits thereto and withdrawals and releases therefrom on such
date).
“Series
2006-1
Carryover Controlled Amortization Amount” means, with respect to any Related
Month during the Series 2006-1 Controlled Amortization Period, the amount,
if
any, by which the portion of the Monthly Total Principal Allocation paid
to the
Series 2006-1 Noteholders pursuant to Section 2.5(e) for the previous Related
Month was less than the Series
-9-
2006-1 Controlled
Distribution Amount for the previous Related Month; provided,
however, that for the first Related Month in the Series 2006-1 Controlled
Amortization Period, the Series 2006-1 Carryover Controlled Amortization
Amount
shall be zero.
“Series
2006-1
Cash Collateral Account” is defined in Section 2.8(f).
“Series
2006-1
Cash Collateral Account Collateral” is defined in Section 2.8(a).
“Series
2006-1
Cash Collateral Account Surplus” means, with respect to any Distribution
Date, the lesser of (a) the Series 2006-1 Available Cash Collateral Account
Amount and (b) the lesser of (A) the excess, if any, of the Series 2006-1
Liquidity Amount (after giving effect to any withdrawal from the Series
2006-1 Reserve Account on such Distribution Date) over the Series 2006-1
Required Liquidity Amount on such Distribution Date and (B) the excess, if
any,
of the Series 2006-1 Enhancement Amount (after giving effect to any withdrawal
from the Series 2006-1 Reserve Account on such Distribution Date) over the
Series 2006-1 Required Enhancement Amount on such Distribution Date;
provided, however that, on any date after the Series 2006-1 Letter
of Credit Termination Date, the Series 2006-1 Cash Collateral Account Surplus
shall mean the excess, if any, of (x) the Series 2006-1 Available Cash
Collateral Account Amount over (y) the Series 2006-1 Demand Note Payment
Amount
minusthe Pre-Preference Period Demand Note Payments as of such
date.
“Series
2006-1
Cash Collateral Percentage” means, as of any date of determination, the
percentage equivalent of a fraction, the numerator of which is the Series
2006-1
Available Cash Collateral Amount as of such date and the denominator of which
is
the Series 2006-1 Letter of Credit Liquidity Amount as of such date.
“Series
2006-1
Closing Date” means January 19, 2006.
“Series
2006-1
Collateral” means the Collateral, each Series 2006-1 Letter of Credit,
each Series 2006-1 Demand Note, the Series 2006-1 Distribution Account
Collateral, the Series 2006-1 Interest Rate Swap Collateral, the Series 2006-1
Cash Collateral Account Collateral and the Series 2006-1 Reserve Account
Collateral.
“Series
2006-1
Collection Account” is defined in Section 2.1(b).
“Series
2006-1
Controlled Amortization Amount” means with respect to any Related Month
during the Series 2006-1 Controlled Amortization Period, $100,000,000.
“Series
2006-1
Controlled Amortization Period” means the period commencing at the opening
of business on September 1, 2010 (or, if such day is not a Business Day,
the Business Day immediately preceding such day) and continuing to the
earliest of (i) the commencement of the Series 2006-1 Rapid Amortization
Period, (ii) the date on which the Series 2006-1 Notes are fully paid and
(iii)
the termination of the Indenture.
“Series
2006-1
Controlled Distribution Amount” means, with respect to any Related Month
during the Series 2006-1 Controlled Amortization Period, an amount equal
to the
sum of the Series 2006-1 Controlled Amortization Amount and any Series 2006-1
Carryover Controlled Amortization Amount for such Related Month.
-10-
“Series
2006-1
Demand Note” means each demand note made by a Demand Note Issuer,
substantially in the form of Exhibit C, as amended, modified or restated
from time to time.
“Series
2006-1
Demand Note Payment Amount” means, as of the Series 2006-1 Letter of Credit
Termination Date, the aggregate amount of all proceeds of demands made on
the
Series 2006-1 Demand Notes pursuant to Section 2.5(b) or (c) that were
deposited into the Series 2006-1 Distribution Account and paid to the Series
2006-1 Noteholders during the one year period ending on the Series 2006-1
Letter
of Credit Termination Date; provided, however, that if an Event of
Bankruptcy (or the occurrence of an event described in clause (a) of the
definition thereof, without the lapse of a period of sixty (60) consecutive
days) with respect to a Demand Note Issuer shall have occurred during such
one
year period, the Series 2006-1 Demand Note Payment Amount as of the Series
2006-1 Letter of Credit Termination Date shall equal the Series 2006-1 Demand
Note Payment Amount as if it were calculated as of the date of such
occurrence.
“Series
2006-1
Deposit Date” is defined in Section 2.2.
“Series
2006-1
Distribution Account” is defined in Section 2.9(a).
“Series
2006-1
Distribution Account Collateral” is defined in Section 2.9(d).
“Series
2006-1
Eligible Letter of Credit Provider” means a Person satisfactory to CCRG, the
Demand Note Issuers and the Surety Provider and having, at the time of the
issuance of the related Series 2006-1 Letter of Credit, a long-term senior
unsecured debt rating (or the equivalent thereof in the case of Moody’s or
Standard & Poor’s, as applicable) of at least “A+” from Standard &
Poor’s and at least “Al” from Moody’s and a short-term senior unsecured debt
rating of at least “A-1” from Standard & Poor’s and “P-1” from Moody’s that
is (a) a commercial bank having total assets in excess of $500,000,000, (b)
a
finance company, insurance company or other financial institution that in
the
ordinary course of business issues letters of credit and has total assets
in
excess of $200,000,000 or (c) any other financial institution; provided,
however, that if a Person is not a Series 2006-1 Letter of Credit
Provider (or a letter of credit provider under the Supplement for any other
Series of Notes), then such Person shall not be a Series 2006-1 Eligible
Letter
of Credit Provider until CRCF has provided 10 days’ prior notice to the Rating
Agencies that such Person has been proposed as a Series 2006-1 Letter of
Credit
Provider.
“Series
2006-1
Enhancement” means the Series 2006-1 Cash Collateral Account Collateral, the
Series 2006-1 Letters of Credit, the Series 2006-1 Demand Notes, the Series
2006-1 Overcollateralization Amount and the Series 2006-1 Reserve Account
Amount.
“Series
2006-1
Enhancement Amount” means, as of any date of determination, the sum of (i)
the Series 2006-1 Overcollateralization Amount as of such date, (ii) the
Series
2006-1 Letter of Credit Amount as of such date, (iii) the Series 2006-1
Available Reserve Account Amount as of such date and (iv) the amount of
cash and Permitted Investments on deposit in the Series 2006-1 Collection
Account (not including amounts allocable to the Series 2006-1 Accrued Interest
Account) and the Series 2006-1 Excess Collection Account as of such date.
-11-
“Series
2006-1
Enhancement Deficiency” means, on any date of determination, the amount by
which the Series 2006-1 Enhancement Amount is less than the Series 2006-1
Required Enhancement Amount as of such date.
“Series
2006-1
Excess Collection Account” is defined in Section 2.1(b).
“Series
2006-1
Expected Final Distribution Date” means the March 2011 Distribution
Date.
“Series
2006-1
Final Distribution Date” means the March 2012 Distribution Date.
“Series
2006-1
Initial Invested Amount” means the aggregate initial principal amount of the
Series 2006-1 Notes, which is $600,000,000.
“Series
2006-1
Interest Period” means a period commencing on and including a Distribution
Date and ending on and including the day preceding the next succeeding
Distribution Date; provided, however that the initial Series
2006-1 Interest Period shall commence on and include the Series 2006-1
Closing Date and end on and include February 20, 2006.
“Series
2006-1
Interest Rate Swap” is defined in Section 2.10(a).
“Series
2006-1
Interest Rate Swap Collateral” is defined in Section 2.10(d).
“Series
2006-1
Interest Rate Swap Counterparty” means CRCF’s counterparty under any
Series 2006-1 Interest Rate Swap.
“Series
2006-1
Interest Rate Swap Proceeds” means the amounts received by the Trustee from
a Series 2006-1 Interest Rate Swap Counterparty from time to time in respect
of
any Series 2006-1 Interest Rate Swap (including amounts received from a
guarantor or from collateral).
“Series
2006-1
Invested Amount” means, when used with respect to any date, an amount equal
to the Series 2006-1 Outstanding Principal Amount plus the sum of (a) the
amount of any principal payments made to the Series 2006-1 Noteholders on
or
prior to such date with the proceeds of a demand on the Surety Bond and (b)
the
amount of any principal payments made to Series 2006-1 Noteholders that have
been rescinded or otherwise returned by the Series 2006-1 Noteholders for
any
reason.
“Series
2006-1
Invested Percentage” means as of any date of determination:
(a)
when used with
respect to Principal Collections, the percentage equivalent
(which percentage shall never exceed 100%) of a fraction, the
numerator of which shall be equal to the sum of the Series 2006-1 Invested
Amount and the Series 2006-1 Overcollateralization Amount,
determined during the Series 2006-1 Revolving Period as of the end of the
Related Month (or, until the end of the initial Related Month, on the Series
2006-1 Closing Date), or, during the Series 2006-1 Controlled Amortization
Period and the Series 2006-1 Rapid Amortization Period, as of the end of
the
Series 2006-1 Revolving Period, and the denominator of which shall be the
greater of (I) the Aggregate
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Asset Amount
as of
the end of the Related Month or, until the end of the initial Related Month,
as
of the Series 2006-1 Closing Date, and (II) as of the same date as in clause
(I), the sum of the numerators used to determine (i) invested percentages
for allocations with respect to Principal Collections (for all Series of
Notes
and all classes of such Series of Notes) and (ii) overcollateralization
percentages for allocations with respect to Principal Collections (for all
Series of Notes that provide for credit enhancement in the form of
overcollateralization); and
(b)
when used with
respect to Interest Collections, the percentage equivalent
(which percentage shall never exceed 100%) of a fraction, the
numerator of which shall be the Accrued Amounts with respect to the Series
2006-1 Notes on such date of determination, and the denominator of which
shall be the aggregate Accrued Amounts with respect to all Series of Notes
on
such date of determination.
“Series
2006-1
Lease Interest Payment Deficit” means, on any Distribution Date, an amount
equal to the excess, if any, of (a) the aggregate amount of Interest Collections
which pursuant to Section 2.2(a), (b), (c) or (d) would have been allocated
to
the Series 2006-1 Accrued Interest Account if all payments of Monthly Base
Rent
required to have been made under the Leases from and excluding the preceding
Distribution Date to and including such Distribution Date were made in full
over
(b) the aggregate amount of Interest Collections which pursuant to Section
2.2(a), (b), (c) or (d) have been allocated to the Series 2006-1 Accrued
Interest Account (excluding any amounts paid into the Series 2006-1 Accrued
Interest Account pursuant to the proviso in Sections 2.2(c)(ii) and/or
2.2(d)(ii)) from and excluding the preceding Distribution Date to and including
such Distribution Date.
“Series
2006-1
Lease Payment Deficit” means either a Series 2006-1 Lease Interest Payment
Deficit or a Series 2006-1 Lease Principal Payment Deficit.
“Series
2006-1
Lease Principal Payment Carryover Deficit” means (a) for the initial
Distribution Date, zero and (b) for any other Distribution Date, the excess
of
(x) the Series 2006-1 Lease Principal Payment Deficit, if any, on the preceding
Distribution Date over (y) the amount deposited in the Distribution
Account on such preceding Distribution Date pursuant to Section 2.5(b) on
account of such Series 2006-1 Lease Principal Payment Deficit.
“Series
2006-1
Lease Principal Payment Deficit” means on any Distribution Date the sum of
(a) the Series 2006-1 Monthly Lease Principal Payment Deficit for such
Distribution Date and (b) the Series 2006-1 Lease Principal Payment Carryover
Deficit for such Distribution Date.
“Series
2006-1
Letter of Credit” means an irrevocable letter of credit, if any,
substantially in the form of Exhibit D issued by a Series 2006-1
Eligible Letter of Credit Provider in favor of the Trustee for the benefit
of
the Series 2006-1 Noteholders, each Series 2006-1 Interest Rate Swap
Counterparty and the Surety Provider in form and substance satisfactory to
the
Surety Provider.
“Series
2006-1
Letter of Credit Amount” means, as of any date of determination, the lesser
of (a) the sum of (i) the aggregate amount available to be drawn on such
date under
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each Series 2006-1
Letter
of Credit on which no draw has been made pursuant to Section 2.8(c), as
specified therein, and (ii) if the Series 2006-1 Cash Collateral Account
has been established and funded pursuant to Section 2.8, the Series 2006-1
Available Cash Collateral Account Amount on such date and (b) the aggregate
outstanding principal amount of the Series 2006-1 Demand Notes on such
date.
“Series
2006-1
Letter of Credit Expiration Date” means, with respect to any Series 2006-1
Letter of Credit, the expiration date set forth in such Series 2006-1 Letter
of
Credit, as such date may be extended in accordance with the terms of such
Series
2006-1 Letter of Credit.
“Series
2006-1
Letter of Credit Liquidity Amount” means, as of any date of determination,
the sum of (a) the aggregate amount available to be drawn on such date under
each Series 2006-1 Letter of Credit on which no draw has been made pursuant
to
Section 2.8(c), as specified therein, and (b) if the Series 2006-1 Cash
Collateral Account has been established and funded pursuant to Section 2.8,
the Series 2006-1 Available Cash Collateral Account Amount on such date.
“Series
2006-1
Letter of Credit Provider” means the issuer of a Series 2006-1 Letter of
Credit.
“Series
2006-1
Letter of Credit Termination Date” means the first to occur of (a) the
date on which the Series 2006-1 Notes are fully paid and the Surety Provider
has
been paid all Surety Provider Fees and all other Surety Provider Reimbursement
Amounts then due, (b) the Series 2006-1 Termination Date and (c) such earlier
date consented to by the Surety Provider and the Rating Agencies which consent
by the Surety Provider shall be in writing.
“Series
2006-1
Limited Liquidation Event of Default” means, so long as such event or
condition continues, any event or condition of the type specified in
clauses (a) through (j) of Article III; provided, however, that
any event or condition of the type specified in clauses (a) through (e) and
(h)
through (j) of Article III shall not constitute a Series 2006-1 Limited
Liquidation Event of Default if (i) within the thirty (30) day period
immediately following the occurrence of such Amortization Event, such
Amortization Event shall have been cured and, after such cure of such
Amortization Event is provided for, the Trustee shall have received the
written consent of the Surety Provider waiving the occurrence of such Series
2006-1 Limited Liquidation Event of Default or (ii) the Trustee shall have
received the written consent of the Surety Provider waiving the occurrence
of
such Series 2006-1 Limited Liquidation Event of Default.
“Series
2006-1
Liquidity Amount” means, as of any date of determination, the sum of (a) the
Series 2006-1 Letter of Credit Liquidity Amount on such date and (b) the
Series
2006-1 Available Reserve Account Amount on such date.
“Series
2006-1
Maximum Aggregate Kia/Isuzu/Subaru/Hyundai/Suzuki Amount” means, as of any
day, with respect to Kia, Isuzu, Subaru, Hyundai and Suzuki, in the aggregate,
an amount equal to 20% of the aggregate Net Book Value of all Vehicles leased
under the Leases on such day.
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“Series
2006-1
Maximum Amount” means any of the Series 2006-1 Maximum Manufacturer Amounts,
the Series 2006-1 Maximum Non-Eligible Manufacturer Amount, the Series 2006-1
Maximum Non-Program Vehicle Amount or the Series 2006-1 Maximum Specified
States
Amount.
“Series
2006-1 Maximum Individual Hyundai/Suzuki Amount” means, as of any
day, with respect to Hyundai or Suzuki, individually, an amount equal to
7.5% of
the aggregate Net Book Value of all Vehicles leased under the Leases on such
day.
“Series
2006-1
Maximum Individual Kia/Isuzu/Subaru Amount” means, as of any day, with
respect to Kia, Isuzu or Subaru, individually, an amount equal to 5% of the
aggregate Net Book Value of all Vehicles leased under the Leases on such
day.
“Series
2006-1
Maximum Manufacturer Amount” means, as of any day, any of the Series 2006-1
Maximum Mitsubishi Amount, the Series 2006-1 Maximum Individual Kia/Isuzu/Subaru
Amount, the Series 2006-1 Maximum Individual Hyundai/Suzuki Amount or the
Series
2006-1 Maximum Aggregate Kia/Isuzu/Subaru/Hyundai/Suzuki Amount.
“Series
2006-1
Maximum Mitsubishi Amount” means, as of any day, an amount equal to 10% of
the aggregate Net Book Value of all Vehicles leased under the Leases on such
day.
“Series
2006-1
Maximum Non-Eligible Manufacturer Amount” means, as of any day, an
amount equal to 3% of the aggregate Net Book Value of all Vehicles leased
under
the Leases on such day.
“Series
2006-1
Maximum Non-Program Vehicle Amount” means, as of any day, an amount equal to
the Series 2006-1 Maximum Non-Program Vehicle Percentage of the aggregate
Net
Book Value of all Vehicles leased under the Leases on such day.
“Series
2006-1
Maximum Non-Program Vehicle Percentage” means, as of any date of
determination, the sum of (a) 40% and (b) a fraction, expressed as a
percentage, the numerator of which is the aggregate Net Book Value of all
Redesignated Vehicles manufactured by a Bankrupt Manufacturer or a Manufacturer
with respect to which a Manufacturer Event of Default has occurred, and in
each
case leased under the AESOP I Operating Lease or the Finance Lease as of
such
date, and the denominator of which is the aggregate Net Book Value of all
Vehicles leased under the Leases as of such date.
“Series
2006-1
Maximum Specified States Amount” means, as of any day, an amount equal to
7.5% of the aggregate Net Book Value of all Vehicles leased under the Leases
on
such day.
“Series
2006-1
Monthly Interest” means, with respect to any Series 2006-1 Interest Period,
an amount equal to the product of (A) the Series 2006-1 Invested Amount on
the
first day of such Series 2006-1 Interest Period, after giving effect to any
principal payments made on such date, (B) the Series 2006-1 Note Rate for
such
Series 2006-1 Interest Period and (C) the number of days in such Series 2006-1
Interest Period divided by 360.
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“Series
2006-1
Monthly Lease Principal Payment Deficit” means, on any Distribution Date, an
amount equal to the excess, if any, of (a) the aggregate amount of Principal
Collections which pursuant to Section 2.2(a), (b), (c) or (d) would have
been
allocated to the Series 2006-1 Collection Account if all payments required
to
have been made under the Leases from and excluding the preceding Distribution
Date to and including such Distribution Date were made in full over (b) the
aggregate amount of Principal Collections which pursuant to Section 2.2(a),
(b),
(c) or (d) have been allocated to the Series 2006-1 Collection Account (without
giving effect to any amounts paid into the Series 2006-1 Accrued Interest
Account pursuant to the proviso in Sections 2.2(c)(ii) and/or 2.2(d)(ii))
from
and excluding the preceding Distribution Date to and including such Distribution
Date.
“Series
2006-1
Moody’s Highest Enhanced Vehicle Percentage”means, as of any date of
determination, a fraction, expressed as a percentage, (a) the numerator of
which
is the aggregate Net Book Value of all Vehicles leased under the AESOP I
Operating Lease that are either not subject to a Manufacturer Program or
not
eligible for repurchase under a Manufacturer Program as of such date and
(b) the
denominator of which is the aggregate Net Book Value of all Vehicles leased
under the AESOP I Operating Lease as of such date.
“Series
2006-1
Moody’s Highest Enhancement Rate” means, as of any date of determination,
the greater of (a) 30.5% and (b) the sum of (i) 30.5% and (ii) the highest,
for
any calendar month within the preceding twelve calendar months, of the greater
of (x) an amount (not less than zero) equal to 100% minus the Measurement
Month Average for the immediately preceding Measurement Month and (y) an
amount
(not less than zero) equal to 100% minus the Market Value Average as of
the Determination Date within such calendar month (excluding the Market Value
Average for any Determination Date which has not yet occurred).
“Series
2006-1
Moody’s Intermediate Enhanced Vehicle Percentage” means, as of any date of
determination, 100% minus the sum of (a) the Series 2006-1 Moody’s Lowest
Enhanced Vehicle Percentage and (b) the Series 2006-1 Moody’s Highest Enhanced
Vehicle Percentage.
“Series
2006-1
Moody’s Intermediate Enhancement Rate” means, as of any date of
determination, 27.25%.
“Series
2006-1
Moody’s Lowest Enhanced Vehicle Percentage” means, as of any date of
determination, a fraction, expressed as a percentage, (a) the numerator of
which
is the sum, without duplication, of (1) the aggregate Net Book Value of all
Program Vehicles leased under the AESOP I Operating Lease that are manufactured
by Eligible Program Manufacturers having long-term senior unsecured debt
ratings
of “Baa2” or higher from Moody’s as of such date, (2) so long as any Eligible
Non-Program Manufacturer has a long-term senior unsecured debt rating of
“Baa2”
or higher from Moody’s and no Manufacturer Event of Default has occurred and is
continuing with respect to such Eligible Non-Program Manufacturer, the aggregate
Net Book Value of all Non-Program Vehicles leased under the AESOP I Operating
Lease manufactured by each such Eligible Non-Program Manufacturer that are
subject to a Manufacturer Program and remain eligible for repurchase thereunder
as of such date and (3) the lesser of (A) the sum of (x) if as of such date
any
Eligible Program Manufacturer has a long-term senior unsecured debt rating
of
“Baa3” from Moody’s, the aggregate Net Book Value of all
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Program Vehicles leased
under the AESOP I Operating Lease manufactured by each such Eligible Program
Manufacturer as of such date and (y) if as of such date any Eligible Non-Program
Manufacturer has a long-term senior unsecured debt rating of “Baa3” from Moody’s
and no Manufacturer Event of Default has occurred and is continuing with
respect
to such Eligible Non-Program Manufacturer, the aggregate Net Book Value of
all
Non-Program Vehicles leased under the AESOP I Operating Lease manufactured
by
each such Eligible Non-Program Manufacturer that are subject to a Manufacturer
Program and remain eligible for repurchase thereunder as of such date and
(B)
10% of the aggregate Net Book Value of all Vehicles leased under the AESOP
I
Operating Lease as of such date and (b) the denominator of which is the
aggregate Net Book Value of all Vehicles leased under the AESOP I Operating
Lease as of such date.
“Series
2006-1
Moody’s Lowest Enhancement Rate” means, as of any date of determination,
15.75%.
“Series
2006-1
Moody’s Required Enhancement Percentage” means, as of any date of
determination, the sum of (i) the product of (A) the Series 2006-1 Moody’s
Lowest Enhancement Rate and (B) the Series 2006-1 Moody’s Lowest Enhanced
Vehicle Percentage as of such date, (ii) the product of (A) the Series 2006-1
Moody’s Intermediate Enhancement Rate as of such date and (B) the Series 2006-1
Moody’s Intermediate Enhanced Vehicle Percentage as of such date, and (iii) the
product of (A) the Series 2006-1 Moody’s Highest Enhancement Rate as of such
date and (B) the Series 2006-1 Moody’s Highest Enhanced Vehicle Percentage as of
such date.
“Series
2006-1
Non-Investment Grade Manufacturer” means, as of any date of determination,
any Moody’s Non-Investment Grade Manufacturer or any Standard & Poor’s
Non-Investment Grade Manufacturer as of such date.
“Series
2006-1
Non-Investment Grade Manufacturer Percentage” means, with respect to any
Series 2006-1 Non-Investment Grade Manufacturer, as of any date of
determination, a fraction, expressed as a percentage, (i) the numerator of
which
is the aggregate Net Book Value of all Vehicles manufactured by such Series
2006-1 Non-Investment Grade Manufacturer and leased under the AESOP I Operating
Lease as of such date and (ii) the denominator of which is the aggregate
Net
Book Value of all Vehicles leased under the AESOP I Operating Lease as of
such
date.
“Series
2006-1
Note Owner” means each beneficial owner of a Series 2006-1 Note.
"Series
2006-1
Note Rate” means, for (i) the initial Series 2006-1 Interest Period,
4.70313% per annum and (ii) any other Series 2006-1 Interest Period, the
sum of 0.22% plus LIBOR for such Series 2006-1 Interest Period.
“Series
2006-1
Noteholder” means the Person in whose name a Series 2006-1 Note is
registered in the Note Register.
“Series
2006-1
Notes” means any one of the Series 2006-1 Floating Rate Rental Car Asset
Backed Notes, executed by CRCF and authenticated by or on behalf of the Trustee,
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substantially in the
form
of Exhibit A‑1, Exhibit A‑2 or Exhibit A‑3.
Definitive Series 2006-1 Notes shall have such insertions
and deletions as are
necessary to give effect to the provisions of Section 2.18 of the Base
Indenture.
“Series
2006-1
Outstanding Principal Amount” means, when used with respect to any date, an
amount equal to (a) the Series 2006-1 Initial Invested Amount minus (b)
the amount of principal payments made to Series 2006-1 Noteholders on or
prior
to such date.
“Series
2006-1
Overcollateralization Amount” means (i) as of any date on which no AESOP I
Operating Lease Vehicle Deficiency exists, the Series 2006-1 Required
Overcollateralization Amount as of such date and (ii) as of any date on which
an
AESOP I Operating Lease Vehicle Deficiency exists, the excess, if any, of
(x)
the Series 2006-1 AESOP I Operating Lease Loan Agreement Borrowing Base as
of
such date over (y) the Series 2006-1 Invested Amount as of such date.
“Series
2006-1
Past Due Rent Payment” is defined in Section 2.2(g).
“Series
2006-1
Percentage” means, as of any date of determination, a fraction, expressed as
a percentage, the numerator of which is the Series 2006-1 Invested Amount
as of such date and the denominator of which is the Aggregate Invested Amount
as
of such date.
“Series
2006-1
Principal Allocation” is defined in Section 2.2(a)(ii).
“Series
2006-1
Rapid Amortization Period” means the period beginning at the close of
business on the Business Day immediately preceding the day on which an
Amortization Event is deemed to have occurred with respect to the Series
2006-1 Notes and ending upon the earliest to occur of (i) the date on which
the
Series 2006-1 Notes are fully paid, the Surety Provider has been paid all
Surety
Provider Fees and all other Surety Provider Reimbursement Amounts then due
and
the Series 2006-1 Interest Rate Swaps have been terminated and there are
no
amounts due and owing thereunder, (ii) the Series 2006-1 Termination Date
and
(iii) the termination of the Indenture.
“Series
2006-1
Reimbursement Agreement” means any and each agreement providing for the
reimbursement of a Series 2006-1 Letter of Credit Provider for draws under
its Series 2006-1 Letter of Credit as the same may be amended, supplemented,
restated or otherwise modified from time to time.
“Series
2006-1
Repurchase Amount” is defined in Section 6.1.
“Series
2006-1
Required AESOP I Operating Lease Vehicle Amount” means, as of any date of
determination, the sum of the Series 2006-1 Invested Amount and the Series
2006-1 Required Overcollateralization Amount as of such date.
“Series
2006-1
Required Enhancement Amount” means, as of any date of determination, the sum
of (i) the product of the Series 2006-1 Required Enhancement Percentage as
of
such date and the Series 2006-1 Invested Amount as of such date, (ii) the
Series 2006-1 AESOP I Operating Lease Vehicle Percentage as of the immediately
preceding Business Day of the excess, if any, of the Non-Program Vehicle
Amount
as of such date over the Series 2006-1
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Maximum Non-Program
Vehicle Amount as of such date, (iii) the Series 2006-1 AESOP I Operating
Lease
Vehicle Percentage as of the immediately preceding Business Day of the excess,
if any, of the aggregate Net Book Value of all Vehicles manufactured by
Mitsubishi and leased under the Leases as of such date over the Series 2006-1
Maximum Mitsubishi Amount as of such date, (iv) the Series 2006-1 AESOP I
Operating Lease Vehicle Percentage as of the immediately preceding Business
Day
of the excess, if any, of the aggregate Net Book Value of all Vehicles
manufactured by Kia, Isuzu or Subaru, individually, and leased under the
Leases
as of such date over the Series 2006-1 Maximum Individual Kia/Isuzu/Subaru
Amount as of such date, (v) the Series 2006-1 AESOP I Operating Lease Vehicle
Percentage as of the immediately preceding Business Day of the excess, if
any,
of the aggregate Net Book Value of all Vehicles manufactured by Hyundai or
Suzuki, individually, and leased under the Leases as of such date over the
Series 2006-1 Maximum Individual Hyundai/Suzuki Amount as of such date, (vi)
the
Series 2006-1 AESOP I Operating Lease Vehicle Percentage as of the immediately
preceding Business Day of the excess, if any, of the aggregate Net Book Value
of
all Vehicles manufactured by Kia, Isuzu, Subaru, Hyundai or Suzuki, in the
aggregate, and leased under the Leases as of such date over the Series 2006-1
Maximum Aggregate Kia/Isuzu/Subaru/Hyundai/Suzuki Amount as of such date,
(vii)
the Series 2006-1 AESOP I Operating Lease Vehicle Percentage as of the
immediately preceding Business Day of the excess, if any, of the Specified
States Amount as of such date over the Series 2006-1 Maximum Specified States
Amount as of such date and (viii) the Series 2006-1 AESOP I Operating Lease
Vehicle Percentage as of the immediately preceding Business Day of the excess,
if any, of the Non-Eligible Manufacturer Amount as of such date over the
Series
2006-1 Maximum Non-Eligible Manufacturer Amount as of such date.
“Series
2006-1
Required Enhancement Percentage” means, as of any date of determination, the
greater of (i) the Series 2006-1 Standard & Poor’s Required Enhancement
Percentage as of such date and (ii) the Series 2006-1 Moody’s Required
Enhancement Percentage as of such date.
“Series
2006-1
Required Liquidity Amount” means, as of any date of determination, an amount
equal to the product of 3.75% and the Series 2006-1 Invested Amount as of
such
date.
“Series
2006-1
Required Overcollateralization Amount” means, as of any date of
determination, the excess, if any, of the Series 2006-1 Required Enhancement
Amount over the sum of (i) the Series 2006-1 Letter of Credit Amount as of
such
date, (ii) the Series 2006-1 Available Reserve Account Amount on such date
and
(iii) the amount of cash and Permitted Investments on deposit in the Series
2006-1 Collection Account (not including amounts allocable to the Series
2006-1
Accrued Interest Account) and the Series 2006-1 Excess Collection Account
on
such date.
“Series
2006-1
Required Reserve Account Amount” means, for any date of determination, an
amount equal to the greater of (a) the excess, if any, of the Series 2006-1
Required Liquidity Amount as of such date over the Series 2006-1 Letter of
Credit Liquidity Amount as of such date and (b) the excess, if any, of the
Series 2006-1 Required Enhancement Amount over the Series 2006-1 Enhancement
Amount (excluding therefrom the Series 2006-1
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Available Reserve Account
Amount and calculated after giving effect to any payments of principal to
be
made on the Series 2006-1 Notes) as of such date.
“Series
2006-1
Reserve Account” is defined in Section 2.7(a).
“Series
2006-1
Reserve Account Collateral” is defined in Section 2.7(d).
“Series
2006-1
Reserve Account Surplus” means, with respect to any Distribution Date, the
excess, if any, of the Series 2006-1 Available Reserve Account Amount over
the
Series 2006-1 Required Reserve Account Amount on such Distribution Date.
“Series
2006-1
Revolving Period” means the period from and including the Series 2006-1
Closing Date to the earlier of (i) the commencement of the Series 2006-1
Controlled Amortization Period and (ii) the commencement of the Series
2006-1 Rapid Amortization Period; provided that if the Series 2006-1
Notes are paid in full on or prior to the March 2011 Distribution Date, then
the
Series 2006-1 Revolving Period shall also include the period from and including
the first day of the calendar month during which the Distribution Date on
which
the Series 2006-1 Notes are paid in full occurs to the commencement of the
Series 2006-1 Rapid Amortization Period.
“Series
2006-1
Shortfall” is defined in Section 2.3(g).
“Series
2006-1
Standard & Poor’s Highest Enhanced Vehicle Percentage”means, as of any
date of determination, a fraction, expressed as a percentage, (a) the numerator
of which is the sum of (i) the aggregate Net Book Value of all Vehicles leased
under the AESOP I Operating Lease that are manufactured by either of the
Standard & Poor’s Specified Non-Investment Grade Manufacturers as of such
date, (ii) the excess, if any, of (A) the aggregate Net Book Value of all
Vehicles leased under the AESOP I Operating Lease that are manufactured by
a
Standard & Poor’s Non-Investment Grade Manufacturer other than a Standard
& Poor’s Specified Non-Investment Grade Manufacturer, as of such date
over (B) 30% of the aggregate Net Book Value of all Vehicles leased
under the AESOP I Operating Lease as of such date and (iii) the aggregate
Net
Book Value of all Vehicles leased under the AESOP I Operating Lease that
are
manufactured by a Bankrupt Manufacturer and (b) the denominator of which
is the
aggregate Net Book Value of all Vehicles leased under the AESOP I Operating
Lease as of such date.
“Series
2006-1
Standard & Poor’s Highest Enhancement Rate” means, as of any date of
determination, the sum of the Series 2006-1 Standard & Poor’s Intermediate
Enhancement Rate as of such date and 10.25%.
“Series
2006-1
Standard & Poor’s Intermediate Enhanced Vehicle Percentage” means, as of
any date of determination, 100% minus the sum of (a) the Series 2006-1
Standard & Poor’s Lowest Enhanced Vehicle Percentage and (b) the Series
2006-1 Standard & Poor’s Highest Enhanced Vehicle Percentage.
“Series
2006-1
Standard & Poor’s Intermediate Enhancement Rate” means, as of any date
of determination, the greater of (a) 20.75% and (b) the sum of (i) 20.75%
and
(ii) the highest, for any calendar month within the preceding twelve calendar
months, of the greater of
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(x) an amount (not
less
than zero) equal to 100% minus the Measurement Month Average for the
immediately preceding Measurement Month and (y) an amount (not less than
zero)
equal to 100% minus the Market Value Average as of the Determination Date
within such calendar month (excluding the Market Value Average for any
Determination Date which has not yet occurred).
“Series
2006-1
Standard & Poor’s Lowest Enhanced Vehicle Percentage” means, as of any
date of determination, a fraction, expressed as a percentage, (a) the numerator
of which is the sum, without duplication, of (1) the aggregate Net Book Value
of
all Program Vehicles leased under the AESOP I Operating Lease that are
manufactured by Eligible Program Manufacturers having long-term senior unsecured
debt ratings of “BBB” or higher from Standard & Poor’s as of such date, (2)
so long as any Eligible Non-Program Manufacturer has a long-term senior
unsecured debt rating of “BBB” or higher from Standard & Poor’s and no
Manufacturer Event of Default has occurred and is continuing with respect
to
such Eligible Non-Program Manufacturer, the aggregate Net Book Value of all
Non-Program Vehicles leased under the AESOP I Operating Lease manufactured
by
each such Eligible Non-Program Manufacturer that are subject to a Manufacturer
Program and remain eligible for repurchase thereunder as of such date and
(3)
the lesser of (A) the sum of (x) if as of such date any Eligible Program
Manufacturer has a long-term senior unsecured debt rating of “BBB-” from
Standard & Poor’s, the aggregate Net Book Value of all Program Vehicles
leased under the AESOP I Operating Lease manufactured by each such Eligible
Program Manufacturer as of such date and (y) if as of such date any Eligible
Non-Program Manufacturer has a long-term senior unsecured debt rating of
“BBB-”
from Standard & Poor’s and no Manufacturer Event of Default has occurred and
is continuing with respect to such Eligible Non-Program Manufacturer, the
aggregate Net Book Value of all Non-Program Vehicles leased under the AESOP
I
Operating Lease manufactured by each such Eligible Non-Program Manufacturer
that
are subject to a Manufacturer Program and remain eligible for repurchase
thereunder as of such date and (B) 10% of the aggregate Net Book Value of
all
Vehicles leased under the AESOP I Operating Lease as of such date and (b)
the
denominator of which is the aggregate Net Book Value of all Vehicles leased
under the AESOP I Operating Lease as of such date.
“Series
2006-1
Standard & Poor’s Lowest Enhancement Rate” means, as of any date of
determination, 15.75%.
“Series
2006-1
Standard & Poor’s Required Enhancement Percentage” means, as of any date
of determination, the sum of (i) the product of (A) the Series 2006-1 Standard
& Poor’s Lowest Enhancement Rate and (B) the Series 2006-1 Standard &
Poor’s Lowest Enhanced Vehicle Percentage as of such date, (ii) the product of
(A) the Series 2006-1 Standard & Poor’s Intermediate Enhancement Rate as of
such date and (B) the Series 2006-1 Standard & Poor’s Intermediate Enhanced
Vehicle Percentage as of such date, and (iii) the product of (A) the Series
2006-1 Standard & Poor’s Highest Enhancement Rate as of such date and (B)
the Series 2006-1 Standard & Poor’s Highest Enhanced Vehicle Percentage as
of such date.
“Series
2006-1
Termination Date” means the March 2012 Distribution Date.
“Series
2006-1
Trustee’s Fees” means, for any Distribution Date during the Series 2006-1
Rapid Amortization Period on which there exists a Series 2006-1 Lease Interest
Payment
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Deficit, a portion
of the
fees payable to the Trustee in an amount equal to the product of (i) the
Series
2006-1 Percentage as of the beginning of the Series 2006-1 Interest Period
ending on the day preceding such Distribution Date and (ii) the fees owing
to
the Trustee under the Indenture; provided that the Series 2006-1
Trustee’s Fees in the aggregate for all Distribution Dates shall not exceed 1.1%
of the Series 2006-1 Required AESOP I Operating Lease Vehicle Amount as of
the
last day of the Series 2006-1 Revolving Period.
“Series
2006-1
Unpaid Demand Amount” means, with respect to any single draw pursuant to
Section 2.5(c) or (d) on the Series 2006-1 Letters of Credit, the aggregate
amount drawn by the Trustee on all Series 2006-1 Letters of Credit.
“Shadow
Rating” means the rating of the Series 2006-1 Notes by Standard & Poor’s
or Moody’s, as applicable, without giving effect to the Surety Bond.
“Standard
&
Poor’s Excluded Manufacturer Receivable Specified Percentage” means, as of
any date of determination, with respect to each Standard & Poor’s
Non-Investment Grade Manufacturer as of such date, the percentage (not to
exceed
100%) most recently specified in writing by Standard & Poor’s to CRCF and
the Trustee and consented to by the Surety Provider with respect to such
Standard & Poor’s Non-Investment Grade Manufacturer; provided,
however, that as of the Series 2006-1 Closing Date the Standard
&
Poor’s Excluded Manufacturer Receivable Specified Percentage for
each Standard
& Poor’s Non-Investment Grade Manufacturer shall be 100%;
providedfurther that the initial Standard & Poor’s Excluded
Manufacturer Receivable Specified Percentage with respect to any Manufacturer
that becomes a Standard & Poor’s Non-Investment Grade Manufacturer after the
Series 2006-1 Closing Date shall be 100%.
“Standard
&
Poor’s Excluded Receivable Amount” means, as of any date of determination,
the sum of the following amounts with respect to each Standard & Poor’s
Non-Investment Grade Manufacturer as of such date: the product of (i) to
the
extent such amounts are included in the calculation of AESOP I Operating
Lease
Loan Agreement Borrowing Base as of such date, all amounts receivable, as
of
such date, by AESOP Leasing or the Intermediary from such Standard & Poor’s
Non-Investment Grade Manufacturer and (ii) the Standard & Poor’s Excluded
Manufacturer Receivable Specified Percentage for such Standard & Poor’s
Non-Investment Grade Manufacturer as of such date.
“Standard
&
Poor’s Non-Investment Grade Manufacturer” means, as of any date of
determination, any Manufacturer that (i) is not a Bankrupt Manufacturer and
(ii)
does not have a long-term senior unsecured debt rating of at least “BBB-” from
Standard & Poor’s; provided that any Manufacturer whose long-term
senior unsecured debt rating is downgraded from at least “BBB-” to below “BBB-”
by Standard & Poor’s after the Series 2006-1 Closing Date shall not be
deemed a Standard & Poor’s Non-Investment Grade Manufacturer until the
thirtieth (30th) calendar day following such downgrade.
“Standard
&
Poor’s Specified Non-Investment Grade Manufacturer” means, as of any date of
determination, each of the Standard & Poor’s Non-Investment Grade
Manufacturers with the two highest Series 2006-1 Non-Investment Grade
Manufacturer Percentages as of such date.
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“Supplement”
is defined in the preamble hereto.
“Surety
Bond”
means the Note Guaranty Insurance Policy No. 47520 dated January 19, 2006,
issued by the Surety Provider.
“Surety
Default” means (i) the occurrence and continuance of any failure by the
Surety Provider to pay upon a demand for payment in accordance with the
requirements of the Surety Bond or (ii) the occurrence of an Event of
Bankruptcy with respect to the Surety Provider.
“Surety
Provider” means MBIA Insurance Corporation, a New York-domiciled stock
insurance corporation. The Surety Provider shall constitute an
“Enhancement Provider” with respect to the Series 2006-1 Notes for all purposes
under the Indenture and the other Related Documents.
“Surety
Provider
Fee” is defined in the Insurance Agreement.
“Surety
Provider
Reimbursement Amounts” means, as of any date of determination, (i) an
amount equal to the aggregate of any amounts due as of such date to the Surety
Provider pursuant to the Insurance Agreement in respect of unreimbursed
draws under the Surety Bond, including interest thereon determined in accordance
with the Insurance Agreement, and (ii) an amount equal to the aggregate of
any other amounts due as of such date to the Surety Provider pursuant to
the
Insurance Agreement.
“Telerate
Page
3750” means the display page currently so designated on the Moneyline
Telerate Service (or such other page as may replace that page on that service
for the purpose of displaying comparable rates or prices).
“Temporary
Global
Series 2006-1 Note” is defined in Section 5.2.
“Termination
Date
Disbursement” means an amount drawn under a Series 2006-1 Letter of Credit
pursuant to a Certificate of Termination Date Demand.
“Termination
Disbursement” means an amount drawn under a Series 2006-1 Letter of Credit
pursuant to a Certificate of Termination Demand.
“Trustee”
is
defined in the recitals hereto.
“Unpaid
Demand
Note Disbursement” means an amount drawn under a Series 2006-1 Letter of
Credit pursuant to a Certificate of Unpaid Demand Note Demand.
“Waivable
Amount” is defined in Article IV.
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“Waiver
Event”
means the occurrence of the delivery of a Waiver Request and the subsequent
waiver of any Series 2006-1 Maximum Amount.
“Waiver
Request” is defined in Article IV.
(c)
Any amounts calculated by reference to the Series 2006-1 Invested Amount
on any
date shall, unless otherwise stated, be calculated after giving effect to
any
payment of principal made to the Series 2006-1 Noteholders on such date.
With respect to the
Series 2006-1 Notes, the following shall apply:
Section
2.1
Establishment of Series 2006-1 Collection Account, Series 2006-1 Excess
Collection Account and Series 2006-1 Accrued Interest
Account. (a) All Collections allocable to the
Series 2006-1 Notes shall be allocated to the Collection Account.
(b)
The Trustee will create three administrative subaccounts
within the Collection Account for the benefit of the Series 2006-1 Noteholders,
each Series 2006-1 Interest Rate Swap Counterparty and the Surety
Provider: the Series 2006-1 Collection Account (such sub-account, the
“Series 2006-1 Collection Account”), the Series 2006-1 Excess Collection
Account (such sub-account, the “Series 2006-1 Excess Collection Account”)
and the Series 2006-1 Accrued Interest Account (such sub-account, the “Series
2006-1 Accrued Interest Account”).
Section
2.2
Allocations with Respect to the Series 2006-1 Notes. The
net proceeds from the initial sale of the Series 2006-1 Notes will be deposited
into the Collection Account. On each Business Day on which
Collections are deposited into the Collection Account (each such date, a
“Series 2006-1 Deposit Date”), the Administrator will direct the
Trustee in writing pursuant to the Administration Agreement to allocate all
amounts deposited into the Collection Account in accordance with the
provisions of this Section 2.2:
(a)
Allocations of Collections During the Series 2006-1 Revolving
Period. During the Series 2006-1 Revolving Period, the Administrator
will direct the Trustee in writing pursuant to the Administration Agreement
to allocate on each day, prior to 11:00 a.m. (New York City time) on each
Series
2006-1 Deposit Date, all amounts deposited into the Collection Account as
set
forth below:
(i)
allocate to the Series 2006-1 Collection Account an amount equal to the sum
of
(A) the Series 2006-1 Invested Percentage (as of such day) of the aggregate
amount of Interest Collections on such day and (B) any amounts received by
the
Trustee on such day in respect of the Series 2006-1 Interest Rate Swaps.
All such amounts allocated to the Series 2006-1 Collection Account shall be
further allocated to the Series 2006-1 Accrued Interest Account; and
(ii)
allocate to the Series 2006-1 Excess Collection Account an amount equal to
the
Series 2006-1 Invested Percentage (as of such day) of the aggregate amount
of
Principal Collections on such day (for any such day, the “Series 2006-1
Principal Allocation”); provided, however, if a Waiver Event
shall have occurred, then such allocation shall be modified as provided in
Article IV.
-24-
(b)
Allocations of Collections During the Series 2006-1 Controlled
Amortization Period. With respect to the Series 2006-1 Controlled
Amortization Period, the Administrator will direct the Trustee in writing
pursuant to the Administration Agreement to allocate, prior to 11:00 a.m.
(New York City time) on any Series 2006-1 Deposit Date, all amounts deposited
into the Collection Account as set forth below:
(i)
allocate to the Series 2006-1 Collection Account an amount determined as
set
forth in Section 2.2(a)(i) above for such day, which amount shall be further
allocated to the Series 2006-1 Accrued Interest Account; and
(ii)
allocate to the Series 2006-1 Collection Account an amount equal to the Series
2006-1 Principal Allocation for such day, which amount shall be used to make
principal payments in respect of the Series 2006-1 Notes; provided,
however, that if the Monthly Total Principal Allocation exceeds
the
Series 2006-1 Controlled Distribution Amount, then the amount of such excess
shall be allocated to the Series 2006-1 Excess Collection Account; and
provided, further, that if a Waiver Event shall have occurred,
then such allocation shall be modified as provided in Article IV.
(c)
Allocations of Collections During the Series 2006-1 Rapid
Amortization Period. With respect to the Series 2006-1 Rapid
Amortization Period, other than after the occurrence of an Event of Bankruptcy
with respect to CCRG, any other Lessee or any Permitted Sublessee, the
Administrator will direct the Trustee in writing pursuant to the
Administration Agreement to allocate, prior to 11:00 a.m. (New York
City time) on any Series 2006-1 Deposit Date, all amounts deposited into
the
Collection Account as set forth below:
(i)
allocate to the Series 2006-1 Collection Account an amount determined as
set forth in Section 2.2(a)(i) above for such day, which amount shall be
further
allocated to the Series 2006-1 Accrued Interest Account; and
(ii)
allocate to the Series 2006-1 Collection Account an amount equal to the Series
2006-1 Principal Allocation for such day, which amount shall be used to
make principal payments in respect of the Series 2006-1 Notes until the Series
2006-1 Invested Amount is paid in full; provided that if on any
Determination Date (A) the Administrator determines that the amount anticipated
to be available from Interest Collections allocable to the Series 2006-1
Notes,
any amounts payable to the Trustee in respect of the Series 2006-1 Interest
Rate
Swaps and other amounts available pursuant to Section 2.3 to pay Series 2006-1
Adjusted Monthly Interest and any Fixed Rate Payments for the next succeeding
Distribution Date will be less than the sum of the Series 2006-1 Adjusted
Monthly Interest and the Fixed Rate Payments for such Distribution Date and
(B)
the Series 2006-1 Enhancement Amount is greater than zero, then the
Administrator shall direct the Trustee in writing to reallocate a portion
of the
Principal Collections allocated to the Series 2006-1 Notes during the Related
Month equal to the lesser of such insufficiency and the Series 2006-1
Enhancement Amount to
-25-
the Series
2006-1 Accrued Interest Account to be treated as Interest Collections on
such
Distribution Date.
(d)
Allocations of Collections after the Occurrence of an
Event of
Bankruptcy. After the occurrence of an Event of Bankruptcy with
respect to CCRG, any other Lessee or any Permitted Sublessee, the Administrator
will direct the Trustee in writing pursuant to the Administration Agreement
to allocate, prior to 11:00 a.m. (New York City time) on any Series 2006-1
Deposit Date, all amounts attributable to the AESOP I Operating Lease Loan
Agreement deposited into the Collection Account as set forth
below:
(i)
allocate to the Series 2006-1 Collection Account an amount equal to the sum
of (A) the Series 2006-1 AESOP I Operating Lease Vehicle Percentage as of
the
date of the occurrence of such Event of Bankruptcy of the aggregate amount
of
Interest Collections made under the AESOP I Operating Lease Loan Agreement
for
such day and (B) any amounts received by the Trustee in respect of the Series
2006-1 Interest Rate Swaps on such day. All such amounts allocated to the
Series 2006-1 Collection Account shall be further allocated to the Series
2006-1
Accrued Interest Account;
(ii)
allocate to the Series 2006-1 Collection Account an amount equal to the
Series 2006-1 AESOP I Operating Lease Vehicle Percentage as of the date of
the
occurrence of such Event of Bankruptcy of the aggregate amount of Principal
Collections made under the AESOP I Operating Lease Loan Agreement, which
amount shall be used to make principal payments in respect of the Series
2006-1
Notes until the Series 2006-1 Invested Amount is paid in full; provided
that if on any Determination Date (A) the Administrator determines that the
amount anticipated to be available from Interest Collections allocable to
the
Series 2006-1 Notes, any amounts payable to the Trustee in respect of Series
2006-1 Interest Rate Swaps and other amounts available pursuant to Section
2.3
to pay Series 2006-1 Adjusted Monthly Interest and any Fixed Rate Payments
for
the next succeeding Distribution Date will be less than the sum of the Series
2006-1 Adjusted Monthly Interest and the Fixed Rate Payments for such
Distribution Date and (B) the Series 2006-1 Enhancement Amount is greater
than
zero, then the Administrator shall direct the Trustee in writing to reallocate
a
portion of the Principal Collections allocated to the Series 2006-1 Notes
during
the Related Month equal to the lesser of such insufficiency and the Series
2006-1 Enhancement Amount to the Series 2006-1 Accrued Interest Account to
be
treated as Interest Collections on such Distribution Date.
(e)
Series 2006-1 Excess Collection Account. Amounts
allocated to the Series 2006-1 Excess Collection Account on any Series 2006-1
Deposit Date will be (w) first, deposited in the Series 2006-1 Reserve Account
in an amount up to the excess, if any, of the Series 2006-1 Required Reserve
Account Amount for such date over the Series 2006-1 Available Reserve Account
Amount for such date, (x) second, used to pay the principal amount of other
Series of Notes that are then in amortization, (y) third, released to AESOP
Leasing in an amount equal to the product of (A) the Loan
-26-
Agreement’s Share with respect to the AESOP I Operating Lease
Loan Agreement as of such date and (B) 100% minus the Loan Payment
Allocation Percentage with respect to the AESOP I Operating Lease Loan Agreement
as of such date and (C) the amount of any remaining funds and (z) fourth,
paid
to CRCF for any use permitted by the Related Documents including to make
Loans
under the Loan Agreements to the extent the Borrowers have requested Loans
thereunder and Eligible Vehicles are available for financing thereunder;
provided, however, that in the case of clauses (x), (y) and (z),
that no Amortization Event, Series 2006-1 Enhancement Deficiency or AESOP
I
Operating Lease Vehicle Deficiency would result therefrom or exist
immediately thereafter. Upon the occurrence of an Amortization
Event, funds on deposit in the Series 2006-1 Excess Collection Account will
be
withdrawn by the Trustee, deposited in the Series 2006-1 Collection Account
and allocated as Principal Collections to reduce the Series 2006-1
Invested Amount on the immediately succeeding Distribution
Date.
(f)
Allocations From Other Series. Amounts allocated to
other Series of Notes that have been reallocated by CRCF to the Series 2006-1
Notes (i) during the Series 2006-1 Revolving Period shall be allocated to
the
Series 2006-1 Excess Collection Account and applied in accordance with Section
2.2(e) and (ii) during the Series 2006-1 Controlled Amortization Period or
the Series 2006-1 Rapid Amortization Period shall be allocated to the Series
2006-1 Collection Account and applied in accordance with Section 2.2(b) or
2.2(c), as applicable, to make principal payments in respect of the Series
2006-1 Notes.
(g)
Past Due Rent Payments. Notwithstanding the foregoing,
if in the case of Section 2.2(a) or (b), after the occurrence of a Series
2006-1
Lease Payment Deficit, the Lessees shall make payments of Monthly Base Rent
or other amounts payable by the Lessees under the Leases on or prior to the
fifth Business Day after the occurrence of such Series 2006-1 Lease Payment
Deficit (a “Past Due Rent Payment”), the Administrator shall direct the
Trustee in writing pursuant to the Administration Agreement to allocate to
the
Series 2006-1 Collection Account an amount equal to the Series 2006-1 Invested
Percentage as of the date of the occurrence of such Series 2006-1 Lease Payment
Deficit of the Collections attributable to such Past Due Rent Payment (the
“Series 2006-1 Past Due Rent Payment”). The Administrator shall
instruct the Trustee in writing pursuant to the Administration Agreement
to
withdraw from the Series 2006-1 Collection Account and apply the Series 2006-1
Past Due Rent Payment in the following order:
(i)
if the occurrence of such Series 2006-1 Lease Payment Deficit resulted in
one or
more Lease Deficit Disbursements being made under the Series 2006-1 Letters
of
Credit, pay to each Series 2006-1 Letter of Credit Provider who made such
a
Lease Deficit Disbursement for application in accordance with the
provisions of the applicable Series 2006-1 Reimbursement Agreement an amount
equal to the lesser of (x) the unreimbursed amount of such Series 2006-1
Letter of Credit Provider’s Lease Deficit Disbursement and (y) such Series
2006-1 Letter of Credit Provider’s Pro Rata Share of the Series 2006-1 Past Due
Rent Payment;
-27-
(ii)
if the occurrence of such Series 2006-1 Lease Payment Deficit resulted in
a
withdrawal being made from the Series 2006-1 Cash Collateral Account, deposit
in
the Series 2006-1 Cash Collateral Account an amount equal to the lesser of
(x)
the amount of the Series 2006-1 Past Due Rent Payment remaining after any
payment pursuant to clause (i) above and (y) the amount withdrawn from the
Series 2006-1 Cash Collateral Account on account of such Series 2006-1 Lease
Payment Deficit;
(iii)
if the occurrence of such Series 2006-1 Lease Payment Deficit resulted in
a
withdrawal being made from the Series 2006-1 Reserve Account pursuant to
Section
2.3(d), deposit in the Series 2006-1 Reserve Account an amount equal to the
lesser of (x) the amount of the Series 2006-1 Past Due Rent Payment remaining
after any payments pursuant to clauses (i) and (ii) above and (y) the excess,
if
any, of the Series 2006-1 Required Reserve Account Amount over the Series
2006-1
Available Reserve Account Amount on such day;
(iv)
allocate to the Series 2006-1 Accrued Interest Account the amount, if any,
by
which the Series 2006-1 Lease Interest Payment Deficit, if any, relating
to such
Series 2006-1 Lease Payment Deficit exceeds the amount of the Series 2006-1
Past
Due Rent Payment applied pursuant to clauses (i), (ii) and (iii) above; and
(v)
treat the remaining amount of the Series 2006-1 Past Due Rent Payment as
Principal Collections allocated to the Series 2006-1 Notes in accordance
with
Section 2.2(a)(ii) or 2.2(b)(ii), as the case may be.
Section
2.3
Payments to Noteholders and Each Series 2006-1 Interest Rate Swap
Counterparty. On each Determination Date, as provided
below, the Administrator shall instruct the Paying Agent in writing pursuant
to
the Administration Agreement to withdraw, and on the following Distribution
Date the Paying Agent, acting in accordance with such instructions, shall
withdraw the amounts required to be withdrawn from the Collection Account
pursuant to Section 2.3(a) below in respect of all funds available from
Series 2006-1 Interest Rate Swap Proceeds and Interest Collections
processed since the preceding Distribution Date and allocated to the holders
of
the Series 2006-1 Notes.
(a)
Note Interest with respect to the Series 2006-1 Notes
and
Payments on the Series 2006-1 Interest Rate Swaps. On each
Determination Date, the Administrator shall instruct the Trustee and the
Paying Agent in writing pursuant to the Administration Agreement as to the
amount to be withdrawn and paid pursuant to Section 2.4 from the Series 2006-1
Accrued Interest Account to the extent funds are anticipated to be
available from Interest Collections allocable to the Series 2006-1 Notes
and the Series 2006-1 Interest Rate Swap Proceeds processed from but
not including the preceding Distribution Date through the succeeding
Distribution Date in respect of (w) first, an amount equal to the Series
2006-1 Monthly Interest for the Series 2006-1 Interest Period ending on the
day
preceding the related Distribution Date, (x) second, an amount equal to all
Fixed Rate Payments for the next succeeding Distribution Date, (y) third,
an
amount equal to the amount of any unpaid Series 2006-1 Shortfall as of the
preceding Distribution Date (together with any accrued interest on such Series
2006-1 Shortfall) and (z) fourth, an amount
-28-
equal to the Surety Provider Fee for such Series 2006-1
Interest Period plus any Surety Provider Reimbursement Amounts then due and
owing. On the following Distribution Date, the Trustee shall withdraw the
amounts described in the first sentence of this Section 2.3(a) from the
Series 2006-1 Accrued Interest Account and deposit such amounts in the Series
2006-1 Distribution Account.
(b)
Lease Payment Deficit Notice. On or before 10:00 a.m.
(New York City time) on each Distribution Date, the Administrator shall notify
the Trustee and the Surety Provider of the amount of any Series 2006-1 Lease
Payment Deficit, such notification to be in the form of Exhibit E (each a
“Lease Payment Deficit Notice”).
(c)
Draws on Series 2006-1 Letters of Credit For Series 2006-1
Lease
Interest Payment Deficits. If the Administrator determines on any
Distribution Date that there exists a Series 2006-1 Lease Interest Payment
Deficit, the Administrator shall instruct the Trustee in writing to draw
on the
Series 2006-1 Letters of Credit, if any, and, the Trustee shall, by 12:00
noon
(New York City time) on such Distribution Date draw an amount as set forth
in
such notice equal to the least of (i) such Series 2006-1 Lease Interest Payment
Deficit, (ii) the excess, if any, of the sum of (A) the amounts described
in
clauses (w), (x), (y) and (z) of Section 2.3(a) above on such Distribution
Date
and (B) during the Series 2006-1 Rapid Amortization Period, the Series 2006-1
Trustee’s Fees for such Distribution Date, over the amounts available from the
Series 2006-1 Accrued Interest Account and (iii) the Series 2006-1 Letter
of
Credit Liquidity Amount on the Series 2006-1 Letters of Credit by presenting
to
each Series 2006-1 Letter of Credit Provider (with a copy to the Surety
Provider) a draft accompanied by a Certificate of Lease Deficit Demand and
shall
cause the Lease Deficit Disbursements to be deposited in the Series 2006-1
Distribution Account on such Distribution Date; provided, however,
that if the Series 2006-1 Cash Collateral Account has been established and
funded, the Trustee shall withdraw from the Series 2006-1 Cash Collateral
Account and deposit in the Series 2006-1 Distribution Account an amount equal
to
the lesser of (x) the Series 2006-1 Cash Collateral Percentage on such
Distribution Date of the least of the amounts described in clauses (i), (ii)
and
(iii) above and (y) the Series 2006-1 Available Cash Collateral Account Amount
on such Distribution Date and draw an amount equal to the remainder of such
amount on the Series 2006-1 Letters of Credit. During the continuance of a
Surety Default, no amounts in respect of the Surety Provider Fee shall be
drawn
on the Series 2006-1 Letters of Credit.
(d)
Withdrawals from Series 2006-1 Reserve Account. If the
Administrator determines on any Distribution Date that the amounts available
from the Series 2006-1 Accrued Interest Account plus the amount, if any,
to be drawn under the Series 2006-1 Letters of Credit and /or withdrawn from
the
Series 2006-1 Cash Collateral Account pursuant to Section 2.3(c) are
insufficient to pay the sum of (A) the amounts described in clauses (w),
(x),
(y) and (z) of Section 2.3(a) above on such Distribution Date and (B) during
the
Series 2006-1 Rapid Amortization Period, the Series 2006-1 Trustee’s Fees for
such Distribution Date, the Administrator shall instruct the Trustee in writing
to withdraw from the Series 2006-1 Reserve Account and deposit in the Series
2006-1 Distribution Account on such Distribution Date an amount equal to
the
lesser of the Series 2006-1 Available Reserve Account Amount and such
insufficiency. During the continuance of a Surety Default, no amounts in
respect of the Surety Provider Fee shall be withdrawn from the Series 2006-1
Reserve Account. The Trustee shall
-29-
withdraw such amount from the Series 2006-1 Reserve Account
and deposit such amount in the Series 2006-1 Distribution Account.
(e)
Surety Bond. If the Administrator determines on any
Distribution Date that the sum of the amounts available from the Series 2006-1
Accrued Interest Account plus the amount, if any, to be drawn under the
Series 2006-1 Letters of Credit and/or to be withdrawn from the Series 2006-1
Cash Collateral Account pursuant to Section 2.3(c) above plus the amount,
if any, to be withdrawn from the Series 2006-1 Reserve Account pursuant to
Section 2.3(d) above is insufficient to pay the Series 2006-1 Adjusted Monthly
Interest for such Distribution Date, the Administrator shall instruct the
Trustee in writing to make a demand on the Surety Bond and, upon receipt
of such
notice by the Trustee on or prior to 11:00 a.m. (New York City time) on such
Distribution Date, the Trustee shall, by 12:00 noon (New York City time)
on such
Distribution Date, make a demand on the Surety Bond in an amount equal to
such
insufficiency in accordance with the terms thereof and shall cause the proceeds
thereof to be deposited in the Series 2006-1 Distribution Account.
(f)
Balance. On or prior to the second Business Day
preceding each Distribution Date, the Administrator shall instruct the Trustee
and the Paying Agent in writing pursuant to the Administration Agreement
to pay
the balance (after making the payments required in Section 2.4), if any,
of the
amounts available from the Series 2006-1 Accrued Interest Account and the
Series
2006-1 Distribution Account, plus the amount, if any, drawn under the
Series 2006-1 Letters of Credit and/or withdrawn from the Series 2006-1 Cash
Collateral Account pursuant to Section 2.3(c) plus the amount, if any,
withdrawn from the Series 2006-1 Reserve Account pursuant to Section 2.3(d)
as
follows:
(i)
on each Distribution Date during the Series 2006-1 Revolving Period or the
Series 2006-1 Controlled Amortization Period, (1) first, to each Series
2006-1 Interest Rate Swap Counterparty, an amount equal to the Fixed Rate
Payment for such Distribution Date due and owing to such Series 2006-1 Interest
Rate Swap Counterparty, (2) second, to the Surety Provider, in an amount
equal
to (x) the Surety Provider Fee for the related Series 2006-1 Interest Period
and, without duplication, (y) any Surety Provider Reimbursement Amounts then
due
and owing, (3) third, to the Administrator, an amount equal to the Series
2006-1
Percentage as of the beginning of the Series 2006-1 Interest Period ending
on
the day preceding such Distribution Date of the portion of the Monthly
Administration Fee payable by CRCF (as specified in clause (iii) of the
definition thereof) for such Series 2006-1 Interest Period, (4) fourth, to
the
Trustee, an amount equal to the Series 2006-1 Percentage as of the beginning
of
such Series 2006-1 Interest Period of the fees owing to the Trustee under
the
Indenture for such Series 2006-1 Interest Period, (5) fifth, to pay any
Carrying Charges (other than Carrying Charges provided for above) to the
Persons to whom such amounts are owed, an amount equal to the Series 2006-1
Percentage as of the beginning of such Series 2006-1 Interest Period of such
Carrying Charges (other than Carrying Charges provided for above) for such
Series 2006-1 Interest Period, (6) sixth, to each Series 2006-1 Interest
Rate
Swap Counterparty, any amounts due and owing under the applicable Series
2006-1
Interest Rate Swap (other than any Fixed Rate Payment) and (7) seventh, the
balance, if any (“Excess Collections”), shall be withdrawn by the Paying
Agent from the Series 2006-1 Collection Account and deposited in the Series
2006-1 Excess Collection Account; and
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(ii)
on each Distribution Date during the Series 2006-1 Rapid Amortization
Period, (1) first, to each Series 2006-1 Interest Rate Swap Counterparty,
an
amount equal to the Fixed Rate Payment for such Distribution Date due and
owing
to such Series 2006-1 Interest Rate Swap Counterparty, (2) second, to the
Surety
Provider, in an amount equal to (x) the Surety Provider Fee for the related
Series 2006-1 Interest Period and, without duplication, (y) any Surety Provider
Reimbursement Amounts then due and owing, (3) third, to the Trustee, an amount
equal to the Series 2006-1 Percentage as of the beginning of such Series
2006-1
Interest Period ending on the day preceding such Distribution Date of the
fees
owing to the Trustee under the Indenture for such Series 2006-1 Interest
Period, (4) fourth, to the Administrator, an amount equal to the
Series 2006-1 Percentage as of the beginning of such Series 2006-1 Interest
Period of the portion of the Monthly Administration Fee (as specified in
clause
(iii) of the definition thereof) payable by CRCF for such Series 2006-1 Interest
Period, (5) fifth, to pay any Carrying Charges (other than Carrying Charges
provided for above) to the Persons to whom such amounts are owed, an amount
equal to the Series 2006-1 Percentage as of the beginning of such Series
2006-1
Interest Period of such Carrying Charges (other than Carrying Charges provided
for above) for such Series 2006-1 Interest Period, (6) sixth, so long as
the
Series 2006-1 Invested Amount is greater than the Monthly Total Principal
Allocations for the Related Month, an amount equal to the excess of the Series
2006-1 Invested Amount over the Monthly Total Principal Allocations for the
Related Month shall be treated as Principal Collections and (7) seventh,
to each
Series 2006-1 Interest Rate Swap Counterparty, any amounts due and owing
under
the applicable Series 2006-1 Interest Rate Swap (other than any Fixed Rate
Payment).
(g)
Shortfalls. If the amounts described in Section 2.3
are insufficient to pay the Series 2006-1 Monthly Interest on any
Distribution Date, payments of interest to the Series 2006-1 Noteholders
will be reduced on a prorata basis by the amount of such
deficiency. The aggregate amount, if any, of such deficiency on any
Distribution Date shall be referred to as the “Series 2006-1
Shortfall.” Interest shall accrue on the Series 2006-1 Shortfall at
the Series 2006-1 Note Rate.
(h)
Listing Information Requirement. From the time of the
Administrator’s written notice to the Trustee that the Series 2006-1 Notes are
listed on the Luxembourg Stock Exchange until the Administrator shall give
the
Trustee written notice that the Series 2006-1 Notes are not listed on the
Luxembourg Stock Exchange, the Trustee shall, or shall instruct the Paying
Agent
to, cause each of (i) the Series 2006-1 Note Rate for the next succeeding
Series
2006-1 Interest Period, (ii) the number of days in such Series 2006-1 Interest
Period, (iii) the Distribution Date for such Series 2006-1 Interest Period
and
(iv) the amount of interest payable on the Series 2006-1 Notes on such
Distribution Date to be (A) communicated to DTC, Euroclear, Clearstream,
the
Paying Agent in Luxembourg and the Luxembourg Stock Exchange no later than
11:00
a.m. (London time) on the Business Day immediately following each LIBOR
Determination Date and (B) if the rules of the Luxembourg Stock Exchange
so
require, as notified by the Administrator to the Trustee in writing, published
at CRCF’s expense in the Authorized Newspaper as soon as possible after the
determination of the Series 2006-1 Note Rate for the applicable Series 2006-1
Interest Period unless the Administrator notifies the Trustee in writing
that
such publication is no longer required.
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Section
2.4
Payment of Note Interest. On each Distribution Date,
subject to Section 9.8 of the Base Indenture, the Paying Agent shall, in
accordance with Section 6.1 of the Base Indenture, pay to the Series 2006-1
Noteholders from the Series 2006-1 Distribution Account the amount due to
the
Series 2006-1 Noteholders deposited in the Series 2006-1 Distribution Account
pursuant to Section 2.3.
Section
2.5
Payment of Note Principal. (a) Monthly Payments
During Controlled Amortization Period or Rapid Amortization Period.
Commencing on the second Determination Date during the Series 2006-1
Controlled
Amortization Period or the first Determination Date after the
commencement of the Series 2006-1 Rapid Amortization Period, the
Administrator shall instruct the Trustee and the Paying Agent in writing
pursuant to the Administration Agreement and in accordance with this
Section 2.5 as to (i) the amount allocated to the Series 2006-1 Notes during
the
Related Month pursuant to Section 2.2(b)(ii), (c)(ii) or (d)(ii), as the
case
may be, (ii) any amounts to be drawn on the Series 2006-1 Demand Notes and/or
on
the Series 2006-1 Letters of Credit (or withdrawn from the Series 2006-1
Cash
Collateral Account), (iii) any amounts to be withdrawn from the Series 2006-1
Reserve Account and deposited into the Series 2006-1 Distribution Account
and
(iv) the amount of any demand on the Surety Bond in accordance with the terms
thereof. On the Distribution Date following each such Determination
Date, the Trustee shall withdraw the amount allocated to the Series 2006-1
Notes
during the Related Month pursuant to Section 2.2(b)(ii), (c)(ii) or (d)(ii),
as
the case may be, from the Series 2006-1 Collection Account and deposit such
amount in the Series 2006-1 Distribution Account, to be paid to the holders
of the Series 2006-1 Notes.
(b)
Principal Draws on Series 2006-1 Letters of Credit. If
the Administrator determines on any Distribution Date during the Series 2006-1
Rapid Amortization Period that there exists a Series 2006-1 Lease Principal
Payment Deficit, the Administrator shall instruct the Trustee in writing
to draw
on the Series 2006-1 Letters of Credit, if any, as provided
below;provided,however, that the Administrator shall not instruct
the Trustee to draw on the Series 2006-1 Letters of Credit in respect of
a
Series 2006-1 Lease Principal Payment Deficit on or after the date of the
filing
by any of the Lessees of a petition for relief under Chapter 11 of the
Bankruptcy Code unless and until the date on which each of the Lessees shall
have resumed making all payments of the portion of Monthly Base Rent relating
to
Loan Interest required to be made under the AESOP I Operating Lease. Upon
receipt of a notice by the Trustee from the Administrator in respect of a
Series
2006-1 Lease Principal Payment Deficit on or prior to 11:00 a.m. (New York
City
time) on a Distribution Date, the Trustee shall, by 12:00 noon (New York
City
time) on such Distribution Date draw an amount as set forth in such notice
equal
to the lesser of (i) such Series 2006-1 Lease Principal Payment Deficit and
(ii)
the Series 2006-1 Letter of Credit Liquidity Amount on the Series 2006-1
Letters
of Credit by presenting to each Series 2006-1 Letter of Credit Provider a
draft
accompanied by a Certificate of Lease Deficit Demand and shall cause the
Lease
Deficit Disbursements to be deposited in the Series 2006-1 Distribution Account
on such Distribution Date; provided, however, that if the Series
2006-1 Cash Collateral Account has been established and funded, the Trustee
shall withdraw from the Series 2006-1 Cash Collateral Account and deposit
in the
Series 2006-1 Distribution Account an amount equal to the lesser of (x) the
Series 2006-1 Cash Collateral Percentage on such Distribution Date of the
Series
2006-1 Lease Principal Payment Deficit and (y) the Series 2006-1 Available
Cash
Collateral Account Amount on such Distribution Date and draw an amount equal
to
the remainder of such amount on the Series 2006-1 Letters of
Credit.
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(c)
Final Distribution Date. The entire Series 2006-1
Invested Amount shall be due and payable on the Series 2006-1 Final Distribution
Date. In connection therewith:
(i)
Demand Note Draw. If the amount to be deposited in the Series
2006-1 Distribution Account in accordance with Section 2.5(a) together with
any
amounts to be deposited therein in accordance with Section 2.5(b) on the
Series
2006-1 Final Distribution Date is less than the Series 2006-1 Invested Amount,
and there are any Series 2006-1 Letters of Credit on such date, then, prior
to
10:00 a.m. (New York City time) on the second Business Day prior to such
Series
2006-1 Final Distribution Date, the Administrator shall instruct the Trustee
in
writing (with a copy to the Surety Provider) to make a demand (a “Demand
Notice”) substantially in the form attached hereto as Exhibit F on
the Demand Note Issuers for payment under the Series 2006-1 Demand Notes
in an
amount equal to the lesser of (i) such insufficiency and (ii) the
Series 2006-1 Letter of Credit Amount. The Trustee shall, prior to 12:00
noon (New York City time) on the second Business Day preceding such Series
2006-1 Final Distribution Date, deliver such Demand Notice to the Demand
Note
Issuers; provided, however, that if an Event of Bankruptcy (or the
occurrence of an event described in clause (a) of the definition thereof,
without the lapse of a period of 60 consecutive days) with respect to a Demand
Note Issuer shall have occurred and be continuing, the Trustee shall not
be
required to deliver such Demand Notice to such Demand Note Issuer. The
Trustee shall cause the proceeds of any demand on the Series 2006-1 Demand
Notes
to be deposited into the Series 2006-1 Distribution Account.
(ii)
Letter of Credit Draw. In the event that either (x) on or prior to
10:00 a.m. (New York City time) on the Business Day immediately preceding
any
Distribution Date next succeeding any date on which a Demand Notice has been
transmitted by the Trustee to the Demand Note Issuers pursuant to clause
(i) of
this Section 2.5(c), any Demand Note Issuer shall have failed to pay to the
Trustee or deposit into the Series 2006-1 Distribution Account the amount
specified in such Demand Notice in whole or in part or (y) due to the occurrence
of an Event of Bankruptcy (or the occurrence of an event described in clause
(a)
of the definition thereof, without the lapse of a period of 60 consecutive
days) with respect to one or more of the Demand Note Issuers, the Trustee
shall
not have delivered such Demand Notice to any Demand Note Issuer on the second
Business Day preceding such Series 2006-1 Final Distribution Date, then,
in the
case of (x) or (y) the Trustee shall draw on the Series 2006-1 Letters of
Credit
by 12:00 noon (New York City time) on such Business Day an amount equal to
the
lesser of (a) the amount that the Demand Note Issuers failed to pay under
the
Series 2006-1 Demand Notes (or, the amount that the Trustee failed to demand
for
payment thereunder) and (b) the Series 2006-1 Letter of Credit Amount on
such Business Day by presenting to each Series 2006-1 Letter of Credit Provider
(with a copy to the Surety Provider) a draft accompanied by a Certificate
of
Unpaid Demand Note Demand; provided, however,that if the Series
2006-1 Cash Collateral Account has been established and funded, the Trustee
shall withdraw from the Series 2006-1 Cash Collateral Account and deposit
in the
Series 2006-1 Distribution Account an amount equal to the lesser of (x) the
Series 2006-1 Cash Collateral Percentage on such Business Day of the amount
that
the Demand Note Issuers failed to pay under the Series 2006-1 Demand Notes
(or,
the amount that the Trustee failed to demand for payment thereunder) and
(y) the
Series 2006-1 Available
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Cash
Collateral Account Amount on such Business Day and draw an amount equal to
the
remainder of the amount that the Demand Note Issuers failed to pay under
the
Series 2006-1 Demand Notes (or, the amount that the Trustee failed to demand
for
payment thereunder) on the Series 2006-1 Letters of Credit. The Trustee
shall deposit, or cause the deposit of, the proceeds of any draw on the Series
2006-1 Letters of Credit and the proceeds of any withdrawal from the Series
2006-1 Cash Collateral Account to be deposited in the Series 2006-1 Distribution
Account.
(iii)
Reserve Account Withdrawal. If, after giving effect to the deposit
into the Series 2006-1 Distribution Account of the amount to be deposited
in
accordance with Section 2.5(a) and the amounts described in clauses (i) and
(ii)
of this Section 2.5(c), the amount to be deposited in the Series 2006-1
Distribution Account with respect to the Series 2006-1 Final Distribution
Date
is or will be less than the Series 2006-1 Invested Amount, then prior to
12:00
noon (New York City time) on the second Business Day prior to such Series
2006-1
Final Distribution Date, the Administrator shall instruct the Trustee in
writing
to withdraw from the Series 2006-1 Reserve Account, an amount equal to the
lesser of the Series 2006-1 Available Reserve Account Amount and such remaining
insufficiency and deposit it in the Series 2006-1 Distribution Account on
such
Series 2006-1 Final Distribution Date.
(iv)
Demand on Surety Bond. If after giving effect to the deposit into
the Series 2006-1 Distribution Account of the amount to be deposited in
accordance with Section 2.5(a) and all other amounts described in clauses
(i), (ii) and (iii) of this Section 2.5(c), the amount to be deposited in
the
Series 2006-1 Distribution Account with respect to the Series 2006-1 Final
Distribution Date is or will be less than the Series 2006-1 Outstanding
Principal Amount, then the Trustee shall make a demand on the Surety Bond
by
12:00 noon (New York City time) on the second Business Day preceding such
Distribution Date in an amount equal to such insufficiency in accordance
with
the terms thereof and shall cause the proceeds thereof to be deposited in
the
Series 2006-1 Distribution Account.
(d)
Principal Deficit Amount. On each Distribution Date,
other than the Series 2006-1 Final Distribution Date, on which the Principal
Deficit Amount is greater than zero, amounts shall be transferred to the
Series
2006-1 Distribution Account as follows:
(i)
Demand Note Draw. If on any Determination Date, the Administrator
determines that the Principal Deficit Amount with respect to the next succeeding
Distribution Date will be greater than zero and there are any Series 2006-1
Letters of Credit on such date, prior to 10:00 a.m. (New York City time)
on the
second Business Day prior to such Distribution Date, the Administrator shall
instruct the Trustee in writing (with a copy to the Surety Provider) to deliver
a Demand Notice to the Demand Note Issuers demanding payment of an amount
equal
to the lesser of (A) the Principal Deficit Amount and (B) the Series 2006-1
Letter of Credit Amount. The Trustee shall, prior to 12:00 noon (New York
City time) on the second Business Day preceding such Distribution Date, deliver
such Demand Notice to the Demand Note Issuers; provided, however,
that if an Event of Bankruptcy (or the occurrence of an event described in
clause (a) of the definition thereof, without the lapse of a period of 60
consecutive days)
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with respect
to a Demand Note Issuer shall have occurred and be continuing, the Trustee
shall
not be required to deliver such Demand Notice to such Demand Note Issuer.
The Trustee shall cause the proceeds of any demand on the Series 2006-1 Demand
Note to be deposited into the Series 2006-1 Distribution Account.
(ii)
Letter of Credit Draw. In the event that either (x) on or prior to
10:00 a.m. (New York City time) on the Business Day prior to such Distribution
Date, any Demand Note Issuer shall have failed to pay to the Trustee or deposit
into the Series 2006-1 Distribution Account the amount specified in such
Demand
Notice in whole or in part or (y) due to the occurrence of an Event of
Bankruptcy (or the occurrence of an event described in clause (a) of the
definition thereof, without the lapse of a period of 60 consecutive days)
with respect to any Demand Note Issuer, the Trustee shall not have delivered
such Demand Notice to any Demand Note Issuer on the second Business Day
preceding such Distribution Date, then, in the case of (x) or (y) the Trustee
shall on such Business Day draw on the Series 2006-1 Letters of Credit an
amount
equal to the lesser of (i) Series 2006-1 Letter of Credit Amount and
(ii) the aggregate amount that the Demand Note Issuers failed to pay under
the Series 2006-1 Demand Notes (or, the amount that the Trustee failed to
demand
for payment thereunder) by presenting to each Series 2006-1 Letter of Credit
Provider (with a copy to the Surety Provider) a draft accompanied by a
Certificate of Unpaid Demand Note Demand; provided, however, that
if the Series 2006-1 Cash Collateral Account has been established and funded,
the Trustee shall withdraw from the Series 2006-1 Cash Collateral Account
and
deposit in the Series 2006-1 Distribution Account an amount equal to the
lesser
of (x) the Series 2006-1 Cash Collateral Percentage on such Business Day
of the
aggregate amount that the Demand Note Issuers failed to pay under the Series
2006-1 Demand Notes (or, the amount that the Trustee failed to demand for
payment thereunder) and (y) the Series 2006-1 Available Cash Collateral Account
Amount on such Business Day and draw an amount equal to the remainder of
the
aggregate amount that the Demand Note Issuers failed to pay under the Series
2006-1 Demand Notes (or, the amount that the Trustee failed to demand for
payment thereunder) on the Series 2006-1 Letters of Credit. The Trustee
shall deposit into, or cause the deposit of, the proceeds of any draw on
the
Series 2006-1 Letters of Credit and the proceeds of any withdrawal from the
Series 2006-1 Cash Collateral Account to be deposited in the Series 2006-1
Distribution Account.
(iii)
Reserve Account Withdrawal. If the Series 2006-1 Letter of Credit
Amount will be less than the Principal Deficit Amount on any Distribution
Date,
then, prior to 12:00 noon (New York City time) on the second Business Day
prior
to such Distribution Date, the Administrator shall instruct the Trustee in
writing to withdraw from the Series 2006-1 Reserve Account, an amount equal
to
the lesser of (x) the Series 2006-1 Available Reserve Account Amount and
(y) the
amount by which the Principal Deficit Amount exceeds the amounts to be deposited
in the Series 2006-1 Distribution Account in accordance with clauses (i)
and
(ii) of this Section 2.5(d) and deposit it in the Series 2006-1 Distribution
Account on such Distribution Date.
(iv)
Demand on Surety Bond. If the sum of the Series 2006-1 Letter of
Credit Amount and the Series 2006-1 Available Reserve Account Amount will
be
less than the Principal Deficit Amount on any Distribution Date, then the
Trustee shall make a demand
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on the
Surety Bond by 12:00 noon (New York City time) on the second Business Day
preceding such Distribution Date in an amount equal to the Insured Principal
Deficit Amount and shall cause the proceeds thereof to be deposited in the
Series 2006-1 Distribution Account.
(e)
Distribution. On each Distribution Date occurring on
or after the date a withdrawal is made from the Series 2006-1 Collection
Account
pursuant to Section 2.5(a) or amounts are deposited in the Series 2006-1
Distribution Account pursuant to Section 2.5(b), (c) or (d) the Paying Agent
shall, in accordance with Section 6.1 of the Base Indenture, pay
prorata to each Series 2006-1 Noteholder from the Series 2006-1
Distribution Account the amount deposited therein pursuant to Section 2.5(a),
(b), (c) or (d), to the extent necessary to pay the Series 2006-1 Controlled
Amortization Amount during the Series 2006-1 Controlled Amortization Period,
or
to the extent necessary to pay the Series 2006-1 Invested Amount during the
Series 2006-1 Rapid Amortization Period.
Section
2.6
Administrator’s Failure to Instruct the Trustee to Make a Deposit or
Payment. If the Administrator fails to give notice or
instructions to make any payment from or deposit into the Collection Account
required to be given by the Administrator, at the time specified in
the Administration Agreement or any other Related Document (including
applicable grace periods), the Trustee shall make such payment or deposit
into or from the Collection Account without such notice or instruction from
the
Administrator, provided that the Administrator, upon request of
the Trustee, promptly provides the Trustee with all information necessary
to
allow the Trustee to make such a payment or deposit. When any payment or
deposit hereunder or under any other Related Document is required to be made
by
the Trustee or the Paying Agent at or prior to a specified time, the
Administrator shall deliver any applicable written instructions with respect
thereto reasonably in advance of such specified time.
Section
2.7
Series-2006-1 Reserve Account. (a)
Establishment of Series 2006-1 Reserve Account. CRCF shall
establish and maintain in the name of the Series 2006-1 Agent for the benefit
of
the Series 2006-1 Noteholders, each Series 2006-1 Interest Rate Swap
Counterparty and the Surety Provider, or cause to be established and
maintained, an account (the “Series 2006-1 Reserve Account”), bearing a
designation clearly indicating that the funds deposited therein are held
for the
benefit of the Series 2006-1 Noteholders, each Series 2006-1 Interest Rate
Swap Counterparty and the Surety Provider. The Series 2006-1 Reserve
Account shall be maintained (i) with a Qualified Institution, or (ii) as
a
segregated trust account with the corporate trust department of a
depository institution or trust company having corporate trust powers and
acting
as trustee for funds deposited in the Series 2006-1 Reserve Account;
provided that, if at any time such Qualified Institution is no longer a
Qualified Institution or the credit rating of any securities issued by such
depositary institution or trust company shall be reduced to below “BBB-” by
Standard & Poor’s or “Baa2” by Moody’s, then CRCF shall, within thirty (30)
days of such reduction, establish a new Series 2006-1 Reserve Account with
a new
Qualified Institution. If the Series 2006-1 Reserve Account is not
maintained in accordance with the previous sentence, CRCF shall establish
a new
Series 2006-1 Reserve Account, within ten (10) Business Days after obtaining
knowledge of such fact, which complies with such sentence, and shall instruct
the Series 2006-1 Agent in writing to transfer all cash and investments from
the
non-qualifying Series 2006-1 Reserve Account into the new Series 2006-1 Reserve
Account. Initially, the Series 2006-1 Reserve Account will be established
with The Bank of New York.
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(b)
Administration of the Series 2006-1 Reserve Account.
The Administrator may instruct the institution maintaining
the Series 2006-1
Reserve Account to invest funds on deposit in the Series 2006-1 Reserve Account
from time to time in Permitted Investments; provided, however,
that any such investment shall mature not later than the Business Day prior
to
the Distribution Date following the date on which such funds were received,
unless any Permitted Investment held in the Series 2006-1 Reserve Account
is
held with the Paying Agent, then such investment may mature on such Distribution
Date and such funds shall be available for withdrawal on or prior to such
Distribution Date. All such Permitted Investments will be credited to the
Series 2006-1 Reserve Account and any such Permitted Investments that
constitute (i) physical property (and that is not either a United
States security entitlement or a security entitlement) shall be physically
delivered to the Trustee; (ii) United States security entitlements or
security entitlements shall be controlled (as defined in Section 8-106 of
the
New York UCC) by the Trustee pending maturity or disposition, and
(iii) uncertificated securities (and not United States security
entitlements) shall be delivered to the Trustee by causing the Trustee to
become
the registered holder of such securities. The Trustee shall, at the
expense of CRCF, take such action as is required to maintain the Trustee’s
security interest in the Permitted Investments credited to the Series 2006-1
Reserve Account. CRCF shall not direct the Trustee to dispose of (or
permit the disposal of) any Permitted Investments prior to the maturity thereof
to the extent such disposal would result in a loss of the purchase price
of such
Permitted Investments. In the absence of written investment instructions
hereunder, funds on deposit in the Series 2006-1 Reserve Account shall remain
uninvested.
(c)
Earnings from Series 2006-1 Reserve Account. All
interest and earnings (net of losses and investment expenses) paid on funds
on
deposit in the Series 2006-1 Reserve Account shall be deemed to be on deposit
therein and available for distribution.
(d)
Series 2006-1 Reserve Account Constitutes Additional
Collateral
for Series 2006-1 Notes. In order to secure and provide for the
repayment and payment of the CRCF Obligations with respect to the Series
2006-1
Notes, CRCF hereby grants a security interest in and assigns, pledges, grants,
transfers and sets over to the Trustee, for the benefit of the Series 2006-1
Noteholders, each Series 2006-1 Interest Rate Swap Counterparty and the Surety
Provider, all of CRCF’s right, title and interest in and to the following
(whether now or hereafter existing or acquired): (i) the Series 2006-1
Reserve Account, including any security entitlement thereto; (ii) all funds
on
deposit therein from time to time; (iii) all certificates and instruments,
if
any, representing or evidencing any or all of the Series 2006-1 Reserve Account
or the funds on deposit therein from time to time; (iv) all investments
made at any time and from time to time with monies in the Series 2006-1 Reserve
Account, whether constituting securities, instruments, general intangibles,
investment property, financial assets or other property; (v) all interest,
dividends, cash, instruments and other property from time to time received,
receivable or otherwise distributed in respect of or in exchange for the
Series
2006-1 Reserve Account, the funds on deposit therein from time to time or
the
investments made with such funds; and (vi) all proceeds of any and all of
the
foregoing, including, without limitation, cash (the items in the foregoing
clauses (i) through (vi) are referred to, collectively, as the “Series 2006-1
Reserve Account Collateral”). The Trustee shall possess all right,
title and interest in and to all funds on deposit from time to time in the
Series 2006-1 Reserve Account and in all proceeds thereof, and shall be the
only
person authorized to originate entitlement orders in respect of the Series
2006-1 Reserve Account. The Series 2006-1 Reserve Account Collateral shall
be under the sole
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dominion and control of the Trustee for the benefit of
the
Series 2006-1 Noteholders, each Series 2006-1 Interest Rate Swap Counterparty
and the Surety Provider. The Series 2006-1 Agent hereby agrees (i) to act
as the securities intermediary (as defined in Section 8-102(a)(14) of the
New York UCC) with respect to the Series 2006-1 Reserve Account; (ii) that
its jurisdiction as securities intermediary is New York; (iii) that each
item of
property (whether investment property, financial asset, security, instrument
or
cash) credited to the Series 2006-1 Reserve Account shall be treated as a
financial asset (as defined in Section 8-102(a)(9) of the New York UCC) and
(iv) to comply with any entitlement order (as defined in Section 8-102(a)(8)
of
the New York UCC) issued by the Trustee.
(e)
Series 2006-1 Reserve Account Surplus. In the event
that the Series 2006-1 Reserve Account Surplus on any Distribution Date,
after
giving effect to all withdrawals from the Series 2006-1 Reserve Account,
is
greater than zero, if no Series 2006-1 Enhancement Deficiency or AESOP I
Operating Lease Vehicle Deficiency would result therefrom or exist thereafter,
the Trustee, acting in accordance with the written instructions of the
Administrator (with a copy of such written instructions to be provided by
the
Administrator to the Surety Provider) pursuant to the Administration Agreement,
shall withdraw from the Series 2006-1 Reserve Account an amount equal to
the
Series 2006-1 Reserve Account Surplus and shall pay such amount to
CRCF.
(f)
Termination of Series 2006-1 Reserve Account.
Upon the termination of the Indenture pursuant to
Section 11.1 of the Base
Indenture, the Trustee, acting in accordance with the written instructions
of
the Administrator, after the prior payment of all amounts owing to the Series
2006-1 Noteholders and to the Surety Provider and payable from the Series
2006-1
Reserve Account as provided herein, shall withdraw from the Series 2006-1
Reserve Account all amounts on deposit therein for payment to CRCF.
Section
2.8
Series 2006-1 Letters of Credit and Series 2006-1 Cash Collateral
Account. (a) Series 2006-1
Letters of Credit and Series 2006-1 Cash Collateral Account Constitute
Additional Collateral for Series 2006-1 Notes. In order to secure and
provide for the repayment and payment of the CRCF Obligations with respect
to
the Series 2006-1 Notes, CRCF hereby grants a security interest in and assigns,
pledges, grants, transfers and sets over to the Trustee, for the benefit
of the
Series 2006-1 Noteholders, each Series 2006-1 Interest Rate Swap Counterparty
and the Surety Provider, all of CRCF’s right, title and interest in and to the
following (whether now or hereafter existing or acquired): (i) each Series
2006-1 Letter of Credit; (ii) the Series 2006-1 Cash Collateral Account,
including any security entitlement thereto; (iii) all funds on deposit in
the Series 2006-1 Cash Collateral Account from time to time; (iv) all
certificates and instruments, if any, representing or evidencing any or all
of
the Series 2006-1 Cash Collateral Account or the funds on deposit therein
from
time to time; (v) all investments made at any time and from time to time
with monies in the Series 2006-1 Cash Collateral Account, whether constituting
securities, instruments, general intangibles, investment property, financial
assets or other property; (vi) all interest, dividends, cash, instruments
and other property from time to time received, receivable or otherwise
distributed in respect of or in exchange for the Series 2006-1 Cash Collateral
Account, the funds on deposit therein from time to time or the investments
made
with such funds; and (vii) all proceeds of any and all of the foregoing,
including, without limitation, cash (the items in the foregoing clauses (ii)
through (vii) are referred to, collectively, as the “Series 2006-1 Cash
Collateral Account Collateral”).
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The Trustee shall, for the benefit of the Series 2006-1 Noteholders,
each
Series 2006-1 Interest Rate Swap Counterparty and the Surety Provider, possess
all right, title and interest in all funds on deposit from time to time in
the
Series 2006-1 Cash Collateral Account and in all proceeds thereof, and shall
be
the only person authorized to originate entitlement orders in respect of
the
Series 2006-1 Cash Collateral Account. The Series 2006-1 Cash Collateral
Account shall be under the sole dominion and control of the Trustee for the
benefit of the Series 2006-1 Noteholders, each Series 2006-1 Interest Rate
Swap
Counterparty and the Surety Provider. The Series 2006-1 Agent hereby
agrees (i) to act as the securities intermediary (as defined in Section
8-102(a)(14) of the New York UCC) with respect to the Series 2006-1 Cash
Collateral Account; (ii) that its jurisdiction as a securities intermediary
is
New York, (iii) that each item of property (whether investment property,
financial asset, security, instrument or cash) credited to the Series 2006-1
Cash Collateral Account shall be treated as a financial asset (as defined
in
Section 8-102(a)(9) of the New York UCC) and (iv) to comply with any
entitlement order (as defined in Section 8-102(a)(8) of the New York UCC)
issued by the Trustee.
(b)
Series 2006-1 Letter of Credit Expiration Date. If
prior to the date which is ten (10) days prior to the then - scheduled Series
2006-1 Letter of Credit Expiration Date with respect to any Series 2006-1
Letter
of Credit, excluding the amount available to be drawn under such Series 2006-1
Letter of Credit but taking into account each substitute Series 2006-1 Letter
of
Credit which has been obtained from a Series 2006-1 Eligible Letter of Credit
Provider and is in full force and effect on such date, the Series 2006-1
Enhancement Amount would be equal to or more than the Series 2006-1 Required
Enhancement Amount and the Series 2006-1 Liquidity Amount would be equal
to or
greater than the Series 2006-1 Required Liquidity Amount, then the Administrator
shall notify the Trustee and the Surety Provider (with the Surety Provider
to be
provided supporting calculations in reasonable detail) in writing no later
than
two (2) Business Days prior to such Series 2006-1 Letter of Credit Expiration
Date of such determination. If prior to the date which is ten (10) days
prior to the then-scheduled Series 2006-1 Letter of Credit Expiration Date
with
respect to any Series 2006-1 Letter of Credit, excluding the amount available
to
be drawn under such Series 2006-1 Letter of Credit but taking into account
a
substitute Series 2006-1 Letter of Credit which has been obtained from a
Series
2006-1 Eligible Letter of Credit Provider and is in full force and effect
on
such date, the Series 2006-1 Enhancement Amount would be less than the Series
2006-1 Required Enhancement Amount or the Series 2006-1 Liquidity Amount
would
be less than the Series 2006-1 Required Liquidity Amount, then the Administrator
shall notify the Trustee and the Surety Provider (with the Surety Provider
to be
provided supporting calculations in reasonable detail) in writing no later
than
two (2) Business Days prior to such Series 2006-1 Letter of Credit Expiration
Date of (x) the greater of (A) the excess, if any, of the Series 2006-1 Required
Enhancement Amount over the Series 2006-1 Enhancement Amount, excluding the
available amount under such expiring Series 2006-1 Letter of Credit but taking
into account any substitute Series 2006-1 Letter of Credit which has been
obtained from a Series 2006-1 Eligible Letter of Credit Provider and is in
full
force and effect, on such date, and (B) the excess, if any, of the Series
2006-1
Required Liquidity Amount over the Series 2006-1 Liquidity Amount, excluding
the
available amount under such expiring Series 2006-1 Letter of Credit but taking
into account any substitute Series 2006-1 Letter of Credit which has been
obtained from a Series 2006-1 Eligible Letter of Credit Provider and is in
full
force and effect, on such date, and (y) the amount available to be drawn
on such
expiring Series 2006-1 Letter of Credit on such date. Upon receipt of such
notice by the Trustee on or prior to 10:00 a.m. (New York City time) on any
Business Day, the Trustee shall, by 12:00 noon
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(New York City time) on such Business Day (or, in the
case of
any notice given to the Trustee after 10:00 a.m. (New York City time), by
12:00
noon (New York City time) on the next following Business Day), draw the lesser
of the amounts set forth in clauses (x) and (y) above on such expiring Series
2006-1 Letter of Credit by presenting a draft (with a copy to the Surety
Provider) accompanied by a Certificate of Termination Demand and shall cause
the
Termination Disbursement to be deposited in the Series 2006-1 Cash Collateral
Account.
If
the Trustee does
not receive the notice fromthe Administrator described in the first paragraph
of
this Section 2.8(b) on or prior to the date that is two (2) Business Days
prior
to each Series 2006-1 Letter of Credit Expiration Date, the Trustee shall,
by
12:00 noon (New York City time) on such Business Day draw the full amount
of
such Series 2006-1 Letter of Credit by presenting a draft accompanied by
a
Certificate of Termination Demand and shall cause the Termination Disbursement
to be deposited in the Series 2006-1 Cash Collateral Account.
(c)
Series 2006-1 Letter of Credit Providers. The
Administrator shall notify the Trustee and the Surety Provider in writing
within
one (1) Business Day of becoming aware that (i) the long-term senior unsecured
debt credit rating of any Series 2006-1 Letter of Credit Provider has fallen
below “A+” as determined by Standard & Poor’s or “Al” as determined by
Moody’s or (ii) the short-term senior unsecured debt credit rating of any Series
2006-1 Letter of Credit Provider has fallen below “A-1” as determined by
Standard & Poor’s or “P-1” as determined by Moody’s. At such time the
Administrator shall also notify the Trustee of (i) the greater of (A) the
excess, if any, of the Series 2006-1 Required Enhancement Amount over the
Series
2006-1 Enhancement Amount, excluding the available amount under the Series
2006-1 Letter of Credit issued by such Series 2006-1 Letter of Credit Provider,
on such date, and (B) the excess, if any, of the Series 2006-1 Required
Liquidity Amount over the Series 2006-1 Liquidity Amount, excluding the
available amount under such Series 2006-1 Letter of Credit, on such date,
and
(ii) the amount available to be drawn on such Series 2006-1 Letter of
Credit on such date. Upon receipt of such notice by the Trustee on or
prior to 10:00 a.m. (New York City time) on any Business Day, the Trustee
shall,
by 12:00 noon (New York City time) on such Business Day (or, in the case
of any
notice given to the Trustee after 10:00 a.m. (New York City time), by 12:00
noon
(New York City time) on the next following Business Day), draw on such Series
2006-1 Letter of Credit in an amount equal to the lesser of the amounts in
clause (i) and clause (ii) of the immediately preceding sentence on
such Business Day by presenting a draft accompanied by a Certificate of
Termination Demand and shall cause the Termination Disbursement to be deposited
in the Series 2006-1 Cash Collateral Account.
(d)
Termination Date Demands on the Series 2006-1 Letters
of
Credit. Prior to 10:00 a.m. (New York City time) on the Business Day
immediately succeeding the Series 2006-1 Letter of Credit Termination Date,
the
Administrator shall determine the Series 2006-1 Demand Note Payment Amount,
if
any, as of the Series 2006-1 Letter of Credit Termination Date and, if the
Series 2006-1 Demand Note Payment Amount is greater than zero, instruct the
Trustee in writing to draw on the Series 2006-1 Letters of Credit. Upon
receipt of any such notice by the Trustee on or prior to 11:00 a.m. (New
York
City time) on a Business Day, the Trustee shall, by 12:00 noon (New York
City
time) on such Business Day draw an amount equal to the lesser of (i) the
Series 2006-1 Demand Note Payment Amount and (ii) the Series 2006-1 Letter
of Credit Liquidity Amount on the Series 2006-1 Letters of Credit by presenting
to each Series 2006-1 Letter of Credit Provider (with a copy to the Surety
Provider) a draft accompanied
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by a Certificate of Termination Date Demand and shall
cause
the Termination Date Disbursement to be deposited in the Series 2006-1 Cash
Collateral Account; provided, however, that if the Series 2006-1
Cash Collateral Account has been established and funded, the Trustee shall
draw
an amount equal to the product of (a) 100% minus the Series 2006-1 Cash
Collateral Percentage and (b) the lesser of the amounts referred to in clause
(i) and (ii) on such Business Day on the Series 2006-1 Letters of Credit
as
calculated by the Administrator and provided in writing to the Trustee and
the Surety Provider.
(e)
Draws on the Series 2006-1 Letters of Credit. If there
is more than one Series 2006-1 Letter of Credit on the date of any draw on
the
Series 2006-1 Letters of Credit pursuant to the terms of this Supplement,
the
Administrator shall instruct the Trustee, in writing, to draw on each Series
2006-1 Letter of Credit in an amount equal to the Pro Rata Share of the Series
2006-1 Letter of Credit Provider issuing such Series 2006-1 Letter of Credit
of
the amount of such draw on the Series 2006-1 Letters of Credit.
(f)
Establishment of Series 2006-1 Cash Collateral
Account. On or prior to the date of any drawing under a Series 2006-1
Letter of Credit pursuant to Section 2.8(b), (c) or (d) above, CRCF shall
establish and maintain in the name of the Trustee for the benefit of the
Series
2006-1 Noteholders, each Series 2006-1 Interest Rate Swap Counterparty and
the
Surety Provider, or cause to be established and maintained, an account (the
“Series 2006-1 Cash Collateral Account”), bearing a designation clearly
indicating that the funds deposited therein are held for the benefit of the
Series 2006-1 Noteholders, each Series 2006-1 Interest Rate Swap Counterparty
and the Surety Provider. The Series 2006-1 Cash Collateral Account shall
be maintained (i) with a Qualified Institution, or (ii) as a
segregated trust account with the corporate trust department of a
depository institution or trust company having corporate trust powers and
acting
as trustee for funds deposited in the Series 2006-1 Cash Collateral Account;
provided, however, that if at any time such Qualified Institution
is no longer a Qualified Institution or the credit rating of any securities
issued by such depository institution or trust company shall be reduced to
below
“BBB-” by Standard & Poor’s or “Baa3” by Moody’s, then CRCF shall, within
thirty (30) days of such reduction, establish a new Series 2006-1 Cash
Collateral Account with a new Qualified Institution or a new segregated
trust account with the corporate trust department of a depository institution
or
trust company having corporate trust powers and acting as trustee for funds
deposited in the Series 2006-1 Cash Collateral Account. If a new Series
2006-1 Cash Collateral Account is established, CRCF shall instruct the Trustee
in writing to transfer all cash and investments from the non-qualifying
Series 2006-1 Cash Collateral Account into the new Series 2006-1 Cash Collateral
Account.
(g)
Administration of the Series 2006-1 Cash Collateral
Account. CRCF may instruct (by standing instructions or otherwise) the
institution maintaining the Series 2006-1 Cash Collateral Account to invest
funds on deposit in the Series 2006-1 Cash Collateral Account from time to
time
in Permitted Investments; provided, however, that any such
investment shall mature not later than the Business Day prior to the
Distribution Date following the date on which such funds were received, unless
any Permitted Investment held in the Series 2006-1 Cash Collateral Account
is
held with the Paying Agent, in which case such investment may mature on such
Distribution Date so long as such funds shall be available for withdrawal
on or
prior to such Distribution Date. All such Permitted Investments will be
credited to the Series 2006-1 Cash Collateral Account and any such Permitted
Investments that constitute (i) physical property (and
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that is not either a United States security entitlement
or a
security entitlement) shall be physically delivered to the Trustee;
(ii) United States security entitlements or security entitlements shall be
controlled (as defined in Section 8-106 of the New York UCC) by the Trustee
pending maturity or disposition, and (iii) uncertificated securities (and
not United States security entitlements) shall be delivered to the Trustee
by
causing the Trustee to become the registered holder of such securities.
The Trustee shall, at the expense of CRCF, take such action as is required
to
maintain the Trustee’s security interest in the Permitted Investments credited
to the Series 2006-1 Cash Collateral Account. CRCF shall not direct the
Trustee to dispose of (or permit the disposal of) any Permitted Investments
prior to the maturity thereof to the extent such disposal would result in
a loss
of the purchase price of such Permitted Investments. In the absence of
written investment instructions hereunder, funds on deposit in the Series
2006-1
Cash Collateral Account shall remain uninvested.
(h)
Earnings from Series 2006-1 Cash Collateral Account.
All interest and earnings (net of losses and investment
expenses) paid on funds
on deposit in the Series 2006-1 Cash Collateral Account shall be deemed to
be on
deposit therein and available for distribution.
(i)
Series 2006-1 Cash Collateral Account Surplus. In the
event that the Series 2006-1 Cash Collateral Account Surplus on any Distribution
Date (or, after the Series 2006-1 Letter of Credit Termination Date, on any
date) is greater than zero, the Trustee, acting in accordance with the written
instructions (a copy of which shall be provided by the Administrator to the
Surety Provider) of the Administrator, shall withdraw from the Series
2006-1 Cash Collateral Account an amount equal to the Series 2006-1 Cash
Collateral Account Surplus and shall pay such amount: first, to the
Series 2006-1 Letter of Credit Providers to the extent of any unreimbursed
drawings under the related Series 2006-1 Reimbursement Agreement, for
application in accordance with the provisions of the related Series 2006-1
Reimbursement Agreement, and, second, to CRCF any remaining
amount.
(j)
Post-Series 2006-1 Letter of Credit Termination Date
Withdrawals
from the Series 2006-1 Cash Collateral Account. If the Surety Provider
notifies the Trustee in writing that the Surety Provider shall have paid
a
Preference Amount (as defined in the Surety Bond) under the Surety Bond,
subject
to the satisfaction of the conditions set forth in the next succeeding sentence,
the Trustee shall withdraw from the Series 2006-1 Cash Collateral Account
and
pay to the Surety Provider an amount equal to the lesser of (i) the Series
2006-1 Available Cash Collateral Account Amount on such date and (ii) such
Preference Amount. Prior to any withdrawal from the Series 2006-1 Cash
Collateral Account pursuant to this Section 2.8(j), the Trustee shall have
received a certified copy of the order requiring the return of such Preference
Amount.
(k)
Termination of Series 2006-1 Cash Collateral Account.
Upon the termination of this Supplement in accordance with its terms,
the
Trustee, acting in accordance with the written instructions of the
Administrator, after the prior payment of all amounts owing to the Series
2006-1
Noteholders and to the Surety Provider and payable from the Series 2006-1
Cash
Collateral Account as provided herein, shall withdraw from the Series 2006-1
Cash Collateral Account all amounts on deposit therein (to the extent not
withdrawn pursuant to Section 2.8(i) above) and shall pay such
amounts: first, to the Series 2006-1 Letter of Credit Providers to
the extent of any unreimbursed drawings under the related Series 2006-1
Reimbursement
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Agreement, for application in accordance with the provisions
of the related Series 2006-1 Reimbursement Agreement, and, second, to
CRCF any remaining amount.
Section
2.9
Series 2006-1 Distribution Account. (a)
Establishment of Series 2006-1 Distribution Account. CRCF
shall establish and maintain in the name of the Trustee for the benefit of
the
Series 2006-1 Noteholders, each Series 2006-1 Interest Rate Swap Counterparty
and the Surety Provider, or cause to be established and maintained, an account
(the “Series 2006-1 Distribution Account”), bearing a designation
clearly indicating that the funds deposited therein are held for the benefit
of
the Series 2006-1 Noteholders, each Series 2006-1 Interest Rate Swap
Counterparty and the Surety Provider. The Series 2006-1 Distribution
Account shall be maintained (i) with a Qualified Institution, or (ii) as a
segregated trust account with the corporate trust department of a depository
institution or trust company having corporate trust powers and acting as
trustee
for funds deposited in the Series 2006-1 Distribution Account;
provided, however, that if at any time such Qualified
Institution is no longer a Qualified Institution or the credit rating of
any
securities issued by such depositary institution or trust company shall be
reduced to below “BBB-” by Standard & Poor’s or “Baa3” by Moody’s, then CRCF
shall, within thirty (30) days of such reduction, establish a new Series
2006-1
Distribution Account with a new Qualified Institution. If the Series
2006-1 Distribution Account is not maintained in accordance with the previous
sentence, CRCF shall establish a new Series 2006-1 Distribution Account,
within ten (10) Business Days after obtaining knowledge of such fact, which
complies with such sentence, and shall instruct the Series 2006-1
Agent in writing to transfer all cash and investments from the
non-qualifying Series 2006-1 Distribution Account into the new Series
2006-1 Distribution Account. Initially, the Series 2006-1
Distribution Account will be established with The Bank of
New York.
(b)
Administration of the Series 2006-1 Distribution
Account. The Administrator may instruct the institution
maintaining the Series 2006-1 Distribution Account to invest funds on deposit
in
the Series 2006-1 Distribution Account from time to time in Permitted
Investments; provided, however, that any such investment shall
mature not later than the Business Day prior to the Distribution Date following
the date on which such funds were received, unless any Permitted Investment
held
in the Series 2006-1 Distribution Account is held with the Paying Agent,
then
such investment may mature on such Distribution Date and such funds shall
be
available for withdrawal on or prior to such Distribution Date. All such
Permitted Investments will be credited to the Series 2006-1 Distribution
Account
and any such Permitted Investments that constitute (i) physical property
(and that is not either a United States security entitlement or a security
entitlement) shall be physically delivered to the Trustee; (ii) United
States security entitlements or security entitlements shall be controlled
(as
defined in Section 8-106 of the New York UCC) by the Trustee pending
maturity or disposition, and (iii) uncertificated securities (and not
United States security entitlements) shall be delivered to the Trustee by
causing the Trustee to become the registered holder of such securities.
The Trustee shall, at the expense of CRCF, take such action as is required
to
maintain the Trustee’s security interest in the Permitted Investments credited
to the Series 2006-1 Distribution Account. CRCF shall not direct the
Trustee to dispose of (or permit the disposal of) any Permitted Investments
prior to the maturity thereof to the extent such disposal would result in
a loss
of the purchase price of such Permitted Investments. In the absence of
written investment instructions hereunder, funds on deposit in the Series
2006-1
Distribution Account shall remain uninvested.
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(c)
Earnings from Series 2006-1 Distribution Account. All
interest and earnings (net of losses and investment expenses) paid on funds
on deposit in the Series 2006-1 Distribution Account shall be deemed to be
on
deposit and available for distribution.
(d)
Series 2006-1 Distribution Account Constitutes Additional
Collateral for Series 2006-1 Notes. In order to secure and provide for
the repayment and payment of the CRCF Obligations with respect to the Series
2006-1 Notes, CRCF hereby grants a security interest in and assigns, pledges,
grants, transfers and sets over to the Trustee, for the benefit of the Series
2006-1 Noteholders, each Series 2006-1 Interest Rate Swap Counterparty and
the
Surety Provider, all of CRCF’s right, title and interest in and to the following
(whether now or hereafter existing or acquired): (i) the Series 2006-1
Distribution Account, including any security entitlement thereto; (ii) all
funds on deposit therein from time to time; (iii) all certificates and
instruments, if any, representing or evidencing any or all of the Series
2006-1
Distribution Account or the funds on deposit therein from time to time; (iv)
all
investments made at any time and from time to time with monies in the Series
2006-1 Distribution Account, whether constituting securities, instruments,
general intangibles, investment property, financial assets or other
property; (v) all interest, dividends, cash, instruments and other property
from
time to time received, receivable or otherwise distributed in respect of
or in
exchange for the Series 2006-1 Distribution Account, the funds on deposit
therein from time to time or the investments made with such funds; and (vi)
all proceeds of any and all of the foregoing, including, without
limitation, cash (the items in the foregoing clauses (i) through (vi) are
referred to, collectively, as the “Series 2006-1 Distribution Account
Collateral”). The Trustee shall possess all right, title and interest
in all funds on deposit from time to time in the Series 2006-1 Distribution
Account and in and to all proceeds thereof, and shall be the only person
authorized to originate entitlement orders in respect of the Series 2006-1
Distribution Account. The Series 2006-1 Distribution Account Collateral
shall be under the sole dominion and control of the Trustee for the benefit
of
the Series 2006-1 Noteholders, each Series 2006-1 Interest Rate Swap
Counterparty and the Surety Provider. The Series 2006-1 Agent hereby
agrees (i) to act as the securities intermediary (as defined in Section
8-102(a)(14) of the New York UCC) with respect to the Series 2006-1
Distribution Account; (ii) that its jurisdiction as securities intermediary
is New York, (iii) that each item of property (whether investment property,
financial asset, security, instrument or cash) credited to the Series 2006-1
Distribution Account shall be treated as a financial asset (as defined in
Section 8-102(a)(9) of the New York UCC) and (iv) to comply with any
entitlement order (as defined in Section 8-102(a)(8) of the New York UCC)
issued by the Trustee.
Section
2.10
Series 2006-1 Interest Rate Swaps. (a) On the
Series 2006-1 Closing Date, CRCF shall enter into one or more interest rate
swaps acceptable to the Surety Provider (in the exercise of its reasonable
judgment) in respect of the Series 2006-1 Notes with a Qualified Interest
Rate
Swap Counterparty (a “Series 2006-1 Interest Rate Swap”). The
Series 2006-1 Interest Rate Swaps shall have an aggregate initial notional
amount equal to the Series 2006-1 Initial Invested Amount. The aggregate
notional amount of such Series 2006-1 Interest Rate Swaps shall be reduced
pursuant to the terms of such Series 2006-1 Interest Rate Swaps but shall
not at any time be less than the Series 2006-1 Invested Amount. The fixed
rate payable by CRCF under the Series 2006-1 Interest Rate Swaps and any
replacement thereof shall not be greater than 5.0%.
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(b)
Replacement of Any Series 2006-1 Interest Rate Swap.
If, at any time, a Series 2006-1 Interest Rate Swap
Counterparty does not have
(i) a long-term senior, unsecured debt, deposit, claims paying or credit
(as the
case may be) rating at least “A” from Standard & Poor’s and at least “A2”
from Moody’s, (ii) a short-term senior, unsecured debt, deposit, claims paying
or credit (as the case may be) rating of at least “A-1”, or if such Series
2006-1 Interest Rate Swap Counterparty does not have a short-term senior,
unsecured debt rating, then a long-term senior, unsecured debt, deposit,
claims
paying or credit (as the case may be) rating of at least “A+”, in each case,
from Standard & Poor’s and (iii) a short-term senior, unsecured debt,
deposit, claims paying or credit (as the case may be) rating of “P-1”, or if
such Series 2006-1 Interest Rate Swap Counterparty does not have a short-term
senior, unsecured debt rating, then a long-term senior, unsecured debt, deposit,
claims paying or credit (as the case may be) rating of at least “A1”, in each
case, from Moody’s, then CRCF shall cause the Series 2006-1 Interest Rate Swap
Counterparty within thirty (30) days following such occurrence, at the Series
2006-1 Interest Rate Swap Counterparty’s expense, to do one of the following
(the choice of such action to be determined by the Series 2006-1 Interest
Rate
Swap Counterparty) (i) obtain a replacement interest rate swap on substantially
the same terms as the replaced Series 2006-1 Interest Rate Swap from a Qualified
Interest Rate Swap Provider and terminate the applicable Series 2006-1 Interest
Rate Swap, (ii) collateralize its obligations under the Series 2006-1 Interest
Rate Swap in a manner acceptable to the Rating Agencies and the Surety Provider
(in the exercise of its reasonable judgment) in an amount and with collateral
which is sufficient to maintain or restore the immediately prior ratings
(without giving effect to the Policy) of the Series 2006-1 Notes or (iii)
enter
into any other arrangement satisfactory to Standard & Poor’s, Moody’s and
the Surety Provider (in the exercise of its reasonable judgment), which is
sufficient to maintain or restore the immediately prior ratings (without
giving
effect to the Surety Bond) of the Series 2006-1 Notes; provided that no
termination of any Series 2006-1 Interest Rate Swap shall occur until CRCF
has
entered into a replacement interest rate swap or shall have entered any other
arrangement satisfactory to Standard & Poor’s, Moody’s and the Surety
Provider (in the exercise of its reasonable judgment).
(c)
To secure payment of all CRCF Obligations with respect to
the
Series 2006-1 Notes, CRCF grants a security interest in, and assigns, pledges,
grants, transfers and sets over to the Trustee, for the benefit of the Series
2006-1 Noteholders and the Surety Provider, all of CRCF’s right, title and
interest in the Series 2006-1 Interest Rate Swaps and all proceeds thereof
(the
“Series 2006-1 Interest Rate Swap Collateral”). CRCF shall require
all Series 2006-1 Interest Rate Swap Proceeds to be paid to, and the
Trustee shall allocate all Series 2006-1 Interest Rate Swap Proceeds to,
the
Series 2006-1 Accrued Interest Account of the Series 2006-1 Collection
Account.
(d)
The failure of CRCF to comply with its covenants contained
in
this Section 2.10 shall not constitute an Amortization Event with respect
to the
Series 2006-1 Notes.
(e)
Each Series 2006-1 Interest Rate Swap Counterparty shall
be a Swap
Counterparty and therefore shall be a beneficiary of the grant set forth
in
Section 3.1 of the Base Indenture.
Section
2.11
Series 2006-1 Accounts Permitted Investments. CRCF shall
not, and shall not permit, funds on deposit in the Series 2006-1 Accounts
to be
invested in:
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(i)
Permitted Investments that do not mature at least one Business Day before
the
next Distribution Date;
(ii)
demand deposits, time deposits or certificates of deposit with a maturity
in
excess of 360 days;
(iii)
commercial paper which is not rated “P-1” by Moody’s;
(iv)
money market funds or eurodollar time deposits which are not rated at least
“AAA” by Standard & Poor’s;
(v)
eurodollar deposits that are not rated “P-1” by Moody’s or that are with
financial institutions not organized under the laws of a G-7 nation; or
(vi)
any investment, instrument or security not otherwise listed in clause (i)
through (vi) of the definition of “Permitted Investments” in the Base Indenture
that is not approved in writing by the Surety Provider.
Section
2.12
Series 2006-1 Demand Notes Constitute Additional Collateral for Series
2006-1
Notes. In order to secure and provide for the repayment and
payment of the CRCF Obligations with respect to the Series 2006-1 Notes,
CRCF
hereby grants a security interest in and assigns, pledges, grants, transfers
and
sets over to the Trustee, for the benefit of the Series 2006-1 Noteholders,
each
Series 2006-1 Interest Rate Swap Counterparty and the Surety Provider, all
of
CRCF’s right, title and interest in and to the following (whether now or
hereafter existing or acquired): (i) the Series 2006-1 Demand Notes;
(ii) all certificates and instruments, if any, representing or evidencing
the Series 2006-1 Demand Notes; and (iii) all proceeds of any and all of
the foregoing, including, without limitation, cash. On the date hereof,
CRCF shall deliver to the Trustee, for the benefit of the Series 2006-1
Noteholders, each Series 2006-1 Interest Rate Swap Counterparty and the Surety
Provider, each Series 2006-1 Demand Note, endorsed in blank. The Trustee,
for the benefit of the Series 2006-1 Noteholders, each Series 2006-1 Interest
Rate Swap Counterparty and the Surety Provider, shall be the only Person
authorized to make a demand for payments on the Series 2006-1 Demand
Notes.
In
addition to the
Amortization Events set forth in Section 9.1 of the Base Indenture, any of
the following shall be an Amortization Event with respect to the Series 2006-1
Notes and collectively shall constitute the Amortization Events set forth
in
Section 9.1(n) of the Base Indenture with respect to the Series 2006-1 Notes
(without notice or other action on the part of the Trustee or any holders
of the
Series 2006-1 Notes):
(a)
a Series 2006-1 Enhancement Deficiency shall occur and continue
for
at least two (2) Business Days; provided, however, that such event
or condition shall not be an Amortization Event if during such two (2) Business
Day period such Series 2006-1
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Enhancement Deficiency shall have been cured in accordance
with the terms and conditions of the Indenture and the Related
Documents;
(b)
the Series 2006-1 Liquidity Amount shall be less than the
Series
2006-1 Required Liquidity Amount for at least two (2) Business Days;
provided, however, that such event or condition shall not be
an Amortization Event if during such two (2) Business Day period such
insufficiency shall have been cured in accordance with the terms and
conditions of the Indenture and the Related Documents;
(c)
the Collection Account, the Series 2006-1 Collection Account,
the
Series 2006-1 Excess Collection Account or the Series 2006-1 Reserve Account
shall be subject to an injunction, estoppel or other stay or a Lien (other
than
Liens permitted under the Related Documents);
(d)
all principal of and interest on the Series 2006-1 Notes
is not
paid in full on or before the Series 2006-1 Expected Final Distribution
Date;
(e)
the Trustee shall make a demand for payment under the Surety
Bond;
(f)
the occurrence of an Event of Bankruptcy with respect to
the Surety
Provider;
(g)
the Surety Provider fails to pay a demand for payment in
accordance
with the requirements of the Surety Bond;
(h)
any Series 2006-1 Letter of Credit shall not be in full force
and
effect for at least two (2) Business Days and (x) either a Series 2006-1
Enhancement Deficiency would result from excluding such Series 2006-1 Letter
of
Credit from the Series 2006-1 Enhancement Amount or (y) the Series 2006-1
Liquidity Amount, excluding therefrom the available amount under such Series
2006-1 Letter of Credit, would be less than the Series 2006-1 Required Liquidity
Amount;
(i)
from and after the funding of the Series 2006-1 Cash Collateral
Account, the Series 2006-1 Cash Collateral Account shall be subject to an
injunction, estoppel or other stay or a Lien (other than Liens permitted
under
the Related Documents) for at least two (2) Business Days and either (x)
a
Series 2006-1 Enhancement Deficiency would result from excluding the Series
2006-1 Available Cash Collateral Account Amount from the Series 2006-1
Enhancement Amount or (y) the Series 2006-1 Liquidity Amount, excluding
therefrom the Series 2006-1 Available Cash Collateral Amount, would be less
than
the Series 2006-1 Required Liquidity Amount; and
(j)
an Event of Bankruptcy shall have occurred with respect to
any
Series 2006-1 Letter of Credit Provider or any Series 2006-1 Letter of Credit
Provider repudiates its Series 2006-1 Letter of Credit or refuses to honor
a proper draw thereon and either (x) a Series 2006-1 Enhancement Deficiency
would result from excluding such Series 2006-1 Letter of Credit from the
Series
2006-1 Enhancement Amount or (y) the Series 2006-1 Liquidity Amount, excluding
therefrom the available amount under such
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Series 2006-1 Letter of Credit,
would be
less than the Series 2006-1 Required Liquidity Amount.
Notwithstanding
any
provision to the contrary in the Indenture or the Related Documents, but
subject in all respects to the Surety Provider’s rights under Section 6.11, upon
the Trustee’s receipt of notice from any Lessee, any Borrower or CRCF that
the Lessees, the Borrowers and CRCF have determined to increase any
Series 2006-1 Maximum Amount, (such notice, a “Waiver Request”), each
Series 2006-1 Noteholder may, at its option, waive any Series 2006-1
Maximum Amount (collectively, a “Waivable Amount”) if (i) no Amortization
Event exists, (ii) the Requisite Noteholders and the Surety Provider consent
to
such waiver and (iii) 60 days’ prior written notice of such proposed waiver is
provided to the Rating Agencies by the Trustee.
Upon
receipt by the
Trustee of a Waiver Request (a copy of which the Trustee shall promptly provide
to the Rating Agencies), all amounts which would otherwise be allocated to
the
Series 2006-1 Excess Collection Account (collectively, the “Designated
Amounts”) from the date the Trustee receives a Waiver Request through the
Consent Period Expiration Date will be held by the Trustee in the Series
2006-1 Collection Account for ratable distribution as described below.
Within
ten (10)
Business Days after the Trustee receives a Waiver Request, the Trustee shall
furnish notice thereof to the Series 2006-1 Noteholders and the Surety Provider,
which notice shall be accompanied by a form of consent (each a “Consent”)
in the form of Exhibit B by which the Series 2006-1 Noteholders may,
on or before the Consent Period Expiration Date, consent to waiver of the
applicable Waivable Amount. If the Trustee receives the consent of the
Surety Provider and Consents from the Requisite Noteholders agreeing to
waiver of the applicable Waivable Amount within forty-five (45) days after
the
Trustee notifies the Series 2006-1 Noteholders of a Waiver Request (the day
on
which such forty-five (45) day period expires, the “Consent Period Expiration
Date”), (i) the applicable Waivable Amount shall be deemed waived by the
consenting Series 2006-1 Noteholders, (ii) the Trustee will distribute the
Designated Amounts as set forth below and (iii) the Trustee shall promptly
(but in any event within two days) provide the Rating Agency with notice
of such
waiver. Any Series 2006-1 Noteholder from whom the Trustee has not
received a Consent on or before the Consent Period Expiration Date will be
deemed not to have consented to such waiver.
If
the Trustee
receives Consents from the Requisite Noteholders on or before the Consent
Period
Expiration Date, then on the immediately following Distribution Date, the
Trustee will pay the Designated Amounts as follows:
(i)
to the non-consenting Series 2006-1 Noteholders, if any, prorata
up to the amount required to pay all Series 2006-1 Notes held by such
non-consenting Series 2006-1 Noteholders in full; and
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(ii)
any remaining Designated Amounts to the Series 2006-1 Excess Collection
Account.
If
the amount paid
pursuant to clause (i) of the preceding paragraph is not paid in full on
the
date specified therein, then on each day following such Distribution Date,
the Administrator will allocate to the Series 2006-1 Collection Account on
a daily basis all Designated Amounts collected on such day. On each
following Distribution Date, the Trustee will withdraw a portion of such
Designated Amounts from the Series 2006-1 Collection Account and deposit
the
same in the Series 2006-1 Distribution Account for distribution as
follows:
(a)
to the non-consenting Series 2006-1 Noteholders, if any, prorata
an amount equal to the Designated Amounts in the Series 2006-1 Collection
Account as of the applicable Determination Date up to the aggregate outstanding
principal balance of the Series 2006-1 Notes held by the non-consenting Series
2006-1 Noteholders; and
(b)
any remaining Designated Amounts to the Series 2006-1 Excess Collection
Account.
If
the Requisite
Noteholders or the Surety Provider do not timely consent to such waiver,
the
Designated Amounts will be re-allocated to the Series 2006-1 Excess
Collection Account for allocation and distribution in accordance with the
terms
of the Indenture and the Related Documents.
In
the event that the
Series 2006-1 Rapid Amortization Period shall commence after receipt by the
Trustee of a Waiver Request, all such Designated Amounts will thereafter
be
considered Principal Collections allocated to the Series 2006-1
Noteholders.
Section
5.1
Restricted Global Series 2006-1 Notes. The Series 2006-1
Notes to be issued in the United States will be issued in book-entry form
and
represented by one or more permanent global Notes in fully registered form
without interest coupons (each, a “Restricted Global Series 2006-1
Note”), substantially in the form set forth in Exhibit A-1,
with such legends as may be applicable thereto as set forth in the Base
Indenture, and will be sold only in the United States (1) initially to
institutional accredited investors within the meaning of Regulation D under
the
Securities Act in reliance on an exemption from the registration
requirements of the Securities Act and (2) thereafter to qualified institutional
buyers within the meaning of, and in reliance on, Rule 144A under the Securities
Act and shall be deposited on behalf of the purchasers of the Series 2006-1
Notes represented thereby, with the Trustee as custodian for DTC, and registered
in the name of Cede as DTC’s nominee, duly executed by CRCF and authenticated by
the Trustee in the manner set forth in Section 2.4 of the Base Indenture.
Section
5.2
Temporary Global Series 2006-1 Notes; Permanent Global Series 2006-1
Notes. The Series 2006-1 Notes to be issued outside the
United States will be issued and sold in transactions outside the United
States
in reliance on Regulation S under the Securities
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Act, as provided in the applicable note purchase agreement, and shall
initially be issued in the form of one or more temporary notes in registered
form without interest coupons (each, a “Temporary Global Series 2006-1
Note”), substantially in the form set forth in Exhibit A-2,
which shall be deposited on behalf of the purchasers of the Series 2006-1
Notes
represented thereby with a custodian for, and registered in the name of a
nominee of DTC, for the account of Euroclear Bank S.A./N.V., as operator
of the
Euroclear System (“Euroclear”) or for Clearstream Banking, société
anonyme (“Clearstream”), duly executed by CRCF and authenticated by the
Trustee in the manner set forth in Section 2.4 of the Base Indenture.
Interests in a Temporary Global Series 2006-1 Note will be exchangeable,
in
whole or in part, for interests in one or more permanent global notes in
registered form without interest coupons (each, a “Permanent Global Series
2006-1 Note”), substantially in the form of Exhibit A-3, in
accordance with the provisions of such Temporary Global Series 2006-1 Note
and
the Base Indenture (as modified by this Supplement). Interests in a
Permanent Global Series 2006-1 Note will be exchangeable for a definitive
Series
2006-1 Note in accordance with the provisions of such Permanent Global Series
2006-1 Note and the Base Indenture (as modified by this Supplement).
Section
6.1
Optional Repurchase. The Series 2006-1 Notes shall
be subject to repurchase by CRCF at its option in accordance with Section
6.3 of
the Base Indenture on any Distribution Date after the Series 2006-1 Invested
Amount is reduced to an amount less than or equal to 10% of the Series 2006-1
Initial Invested Amount (the “Series 2006-1 Repurchase Amount”);
provided, however, that as a condition precedent to any such
optional repurchase, on or prior to the Distribution Date on which any Series
2006-1 Note is repurchased by CRCF pursuant to this Section 6.1, CRCF shall
have
paid the Surety Provider all Surety Provider Fees and all other Surety Provider
Reimbursement Amounts due and unpaid as of such Distribution Date. The
repurchase price for any Series 2006-1 Note shall equal the aggregate
outstanding principal balance of such Series 2006-1 Note (determined after
giving effect to any payments of principal and interest on such Distribution
Date), plus accrued and unpaid interest on such outstanding principal
balance.
Section
6.2
Information. The Trustee shall provide to the Series
2006-1 Noteholders, or their designated agent, and the Surety Provider
copies of all information furnished to the Trustee or CRCF pursuant to the
Related Documents, as such information relates to the Series 2006-1 Notes
or the
Series 2006-1 Collateral. In connection with any Preference Amount payable
under the Surety Bond, the Trustee shall furnish to the Surety Provider its
records evidencing the distributions of principal of and interest on the
Series 2006-1 Notes that have been made and subsequently recovered from
Series 2006-1 Noteholders and the dates on which such payments were
made.
Section
6.3
Exhibits. The following exhibits attached hereto
supplement the exhibits included in the Indenture.
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Exhibit A-1:
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Form of Restricted Global Series
2006-1
Note
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Exhibit A-2
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Form of Temporary Global Series
2006-1
Note
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Exhibit A-3
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Form of Permanent Global Series
2006-1
Note
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Exhibit B:
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Form of Consent
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Exhibit C:
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Form of Series 2006-1 Demand
Note
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Exhibit D:
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Form of Letter of Credit
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Exhibit E:
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Form of Lease Payment Deficit
Notice
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Exhibit F:
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Form of Demand Notice
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Section
6.4
Ratification of Base Indenture. As supplemented by this
Supplement, the Base Indenture is in all respects ratified and confirmed
and the
Base Indenture as so supplemented by this Supplement shall be read, taken,
and
construed as one and the same instrument.
Section
6.5
Counterparts. This Supplement may be executed in any
number of counterparts, each of which so executed shall be deemed to be an
original, but all of such counterparts shall together constitute but one
and the
same instrument.
Section
6.6
Governing Law. This Supplement shall be construed in
accordance with the law of the State of New York, and the obligations, rights
and remedies of the parties hereto shall be determined in accordance with
such
law.
Section
6.7
Amendments. This Supplement may be modified or amended
from time to time with the consent of the Surety Provider and in accordance
with
the terms of the Base Indenture; provided, however, that if,
pursuant to the terms of the Base Indenture or this Supplement, the consent
of the Required Noteholders is required for an amendment or
modification of this Supplement, such requirement shall be satisfied
if such amendment or modification is consented to by the Series 2006-1
Noteholders representing more than 50% of the aggregate outstanding principal
amount of the Series 2006-1 Notes.
Section
6.8
Discharge of Indenture. Notwithstanding anything to
the contrary contained in the Base Indenture, no discharge of the Indenture
pursuant to Section 11.1(b) of the Base Indenture will be effective as to
the
Series 2006-1 Notes without the consent of the Required Noteholders and,
to the
extent there are any amounts due to a Series 2006-1 Interest Rate Swap
Counterparty, each such Series 2006-1 Interest Rate Swap Counterparty.
Section
6.9
Notice to Surety Provider, Rating Agencies and each Series 2006-1 Interest
Rate Swap Counterparty. The Trustee shall provide to the
Surety Provider, each Rating Agency and each Series 2006-1 Interest Rate
Swap
Counterparty a copy of each notice, opinion of counsel, certificate or other
item delivered to, or required to be provided by, the Trustee pursuant to
this
Supplement or any other Related Document. Each such opinion of counsel
shall be addressed to the Surety Provider and each Series 2006-1 Interest
Rate
Swap Counterparty, shall be from counsel reasonably acceptable to the Surety
Provider and each Series 2006-1 Interest Rate Swap Counterparty and shall
be in
form and substance reasonably acceptable to the Surety Provider and each
Series
2006-1 Interest Rate Swap Counterparty. All such notices, opinions,
certificates or other items delivered to the Surety Provider shall be forwarded
to MBIA Insurance Corporation, 113 King Street, Armonk, New York, 10504;
Attention: General Counsel; telephone: (914) 273-4545.
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Section
6.10
Certain Rights of Surety Provider. The Surety Provider
shall be deemed to be an Enhancement Provider entitled to receive
confirmation of the rating on the Series 2006-1 Notes (without regard to
the
Surety Bond) pursuant to the definition of “Rating Agency Confirmation
Condition.” In addition, the Surety Provider shall be deemed to be an
Enhancement Provider entitled to exercise the consent rights described in
clause
(ii) of the definition of “Rating Agency Consent Condition.”
Section
6.11
Surety Provider Deemed Noteholder and Secured Party.
Except for any period during which a Surety Default is
continuing, the Surety
Provider shall be deemed to be the holder of 100% of the Series 2006-1 Notes
for
the purposes of giving any and all consents, waivers (including, without
limitation, pursuant to Article III (other than an Amortization Event described
in clauses (f) and (g) thereof) Article IV and Section 6.7), approvals,
instructions, directions, requests, declarations and/or notices pursuant to
the Base Indenture and this Supplement. Any reference in the Base
Indenture or the Related Documents (including, without limitation, in Sections
2.3, 8.14, 9.1, 9.2 or 12.1 of the Base Indenture) to materially,
adversely, or detrimentally affecting the rights or interests of the
Noteholders, or words of similar meaning, shall be deemed, for purposes of
the
Series 2006-1 Notes, to refer to the rights or interests of the Surety
Provider. The Surety Provider shall constitute an “Enhancement
Provider” with respect to the Series 2006-1 Notes for all purposes under the
Indenture and the other Related Documents. Furthermore, the Surety
Provider shall be deemed to be a “Secured Party” under the Base Indenture and
the Related Documents to the extent of amounts payable to the Surety Provider
pursuant to this Supplement and the Insurance Agreement shall constitute
an
“Enhancement Agreement” with respect to the Series 2006-1 Notes for all
purposes under the Indenture and the Related Documents. Moreover, wherever
in the Related Documents money or other property is assigned, conveyed, granted
or held for, a filing is made for, action is taken for or agreed to be taken
for, or a representation or warranty is made for the benefit of the Noteholders,
the Surety Provider shall be deemed to be the Noteholder with respect to
100% of the Series 2006-1 Notes for such purposes.
Section
6.12
Capitalization of CRCF. CRCF agrees that on the Series
2006-1 Closing Date it will have capitalization in an amount equal to or
greater
than 3% of the sum of (x) the Series 2006-1 Invested Amount and (y) the invested
amount of the Series 2000-2 Notes, the Series 2001-2 Notes, the Series 2002-1
Notes, the Series 2002-2 Notes, the Series 2002-3 Notes, the Series 2003-1
Notes, the Series 2003-2 Notes, the Series 2003-3 Notes, the Series 2003-4
Notes, the Series 2003-5 Notes, the Series 2004-1 Notes, the Series 2004-2
Notes, the Series 2004-4 Notes, the Series 2005-1 Notes, the Series 2005-2
Notes, the Series 2005-3 Notes and the Series 2005-4 Notes.
Section
6.14
Third Party Beneficiary. The Surety Provider and each
Series 2006-1 Interest Rate Swap Counterparty is an express third party
beneficiary of (i) the Base Indenture to the extent of provisions relating
to
any Enhancement Provider and (ii) this Supplement.
Section
6.15
Prior Notice by Trustee to Surety Provider. Subject to
Section 10.1 of the Base Indenture, the Trustee agrees that, so long as no
Amortization Event shall have occurred and be continuing with respect to
any Series of Notes other than the Series 2006-1 Notes,
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it shall not exercise any rights or remedies available to it as a result
of
the occurrence of an Amortization Event with respect to the Series 2006-1
Notes (except those set forth in clauses (f) and (g) of Article III) or a
Series 2006-1 Limited Liquidation Event of Default until after the Trustee
has given prior written notice thereof to the Surety Provider and each Series
2006-1 Interest Rate Swap Counterparty and obtained the direction of the
Required Noteholders with respect to the Series 2006-1 Notes. The Trustee
agrees to notify the Surety Provider promptly following any exercise of rights
or remedies available to it as a result of the occurrence of any Amortization
Event or a Series 2006-1 Limited Liquidation Event of Default.
Section
6.16
Effect of Payments by the Surety Provider. Anything
herein to the contrary notwithstanding, any distribution of principal of
or
interest on the Series 2006-1 Notes that is made with moneys received
pursuant to the terms of the Surety Bond shall not (except for the purpose
of
calculating the Principal Deficit Amount) be considered payment of the
Series 2006-1 Notes by CRCF. The Trustee acknowledges that, without
the need for any further action on the part of the Surety Provider, (i) to
the extent the Surety Provider makes payments, directly or indirectly, on
account of principal of or interest on the Series 2006-1 Notes to the
Trustee for the benefit of the Series 2006-1 Noteholders or to the
Series 2006-1 Noteholders (including any Preference Amounts as defined in
the Surety Bond), the Surety Provider will be fully subrogated to the rights
of
such Series 2006-1 Noteholders to receive such principal and interest
and will be deemed to the extent of the payments so made to be a
Series 2006-1 Noteholder and (ii) the Surety Provider shall be paid
principal and interest in its capacity as a Series 2006-1 Noteholder until
all such payments by the Surety Provider have been fully reimbursed, but
only
from the sources and in the manner provided herein for the distribution of
such
principal and interest and in each case only after the Series 2006-1
Noteholders have received all payments of principal and interest due to them
hereunder on the related Distribution Date.
Section
6.17
Series 2006-1 Demand Notes. Other than pursuant to a
demand thereon pursuant to Section 2.5, CRCF shall not reduce the amount of
the Series 2006-1 Demand Notes or forgive amounts payable thereunder so that
the
outstanding principal amount of the Series 2006-1 Demand Notes after such
reduction or forgiveness is less than the Series 2006-1 Letter of Credit
Liquidity Amount. CRCF shall not agree to any amendment of the Series
2006-1 Demand Notes without first satisfying the Rating Agency Confirmation
Condition and the Rating Agency Consent Condition.
Section
6.18
Subrogation. In furtherance of and not in limitation of
the Surety Provider’s equitable right of subrogation, each of the Trustee and
CRCF acknowledge that, to the extent of any payment made by the Surety Provider
under the Surety Bond with respect to interest on or principal of the Series
2006-1 Notes, including any Preference Amount, as defined in the Surety Bond,
the Surety Provider is to be fully subrogated to the extent of such payment
and
any additional interest due on any late payment, to the rights of the Series
2006-1 Noteholders under the Indenture. Each of CRCF and the Trustee agree
to such subrogation and, further, agree to take such actions as the Surety
Provider may reasonably request in writing to evidence such subrogation.
Section
6.19
Termination of Supplement. This Supplement shall cease
to be of further effect when all outstanding Series 2006-1 Notes theretofore
authenticated and issued have
-53-
been delivered (other than destroyed, lost, or stolen Series 2006-1 Notes
which have been replaced or paid) to the Trustee for cancellation, CRCF has
paid
all sums payable hereunder, the Surety Provider has been paid all Surety
Provider Fees and all other Surety Provider Reimbursement Amounts due under
the
Insurance Agreement, the Series 2006-1 Interest Rate Swaps have been terminated
and there are no amounts due and owing thereunder and, if the Series 2006-1
Demand Note Payment Amount on the Series 2006-1 Letter of Credit Termination
Date was greater than zero, all amounts have been withdrawn from the Series
2006-1 Cash Collateral Account in accordance with Section 2.8(i).
Section
6.20
Condition to Termination of CRCF’s Obligations.
Notwithstanding anything to the contrary in Section 11.1
of the Base Indenture,
so long as this Supplement is in effect, CRCF may not terminate its obligations
under the Indenture unless CRCF shall have delivered to the Surety Provider
and
each Series 2006-1 Interest Rate Swap Counterparty an Opinion of Counsel,
in
form and substance acceptable to the Surety Provider and each Series 2006-1
Interest Rate Swap Counterparty, to the effect that, in the event of a
bankruptcy proceeding under the Bankruptcy Code in respect of CRCF, the Lessor
or any Lessee, the bankruptcy court would not avoid any amounts distributed
to
the Series 2006-1 Noteholders, the Surety Provider or any Series 2006-1 Interest
Rate Swap Counterparty in connection with such termination.
Section
6.21
Confidential Information.
(a) The Trustee and each Series 2006-1
Note Owner agrees, by
its acceptance and holding of a beneficial interest in a Series 2006-1 Note,
to
maintain the confidentiality of all Confidential Information in accordance
with
procedures adopted by the Trustee or such Series 2006-1 Note Owner in good
faith
to protect confidential information of third parties delivered to such Person;
provided, that such Person may deliver or disclose Confidential
Information to: (i) such Person’s directors, trustees, officers,
employees, agents, attorneys, independent or internal auditors and affiliates
who agree to hold confidential the Confidential Information substantially
in
accordance with the terms of this Section 6.21; (ii) such Person’s financial
advisors and other professional advisors who agree to hold confidential the
Confidential Information substantially in accordance with the terms of this
Section 6.21; (iii) any other Series 2006-1 Note Owner; (iv) any Person of
the
type that would be, to such Person’s knowledge, permitted to acquire an interest
in the Series 2006-1 Notes in accordance with the requirements of the Indenture
to which such Person sells or offers to sell any such Series 2006-1 Note
or any
part thereof and that agrees to hold confidential the Confidential Information
substantially in accordance with this Section 6.21 (or in accordance with
such
other confidentiality procedures as are acceptable to CRCF); (v) any federal
or
state or other regulatory, governmental or judicial authority having
jurisdiction over such Person; (vi) the National Association of Insurance
Commissioners or any similar organization, or any nationally recognized
rating agency that requires access to information about the investment portfolio
of such Person, (vii) any reinsurers or liquidity or credit providers that
agree
to hold confidential the Confidential Information substantially in accordance
with this Section 6.21 (or in accordance with such other confidentiality
procedures as are acceptable to CRCF); (viii) any other Person with the consent
of CRCF; or (ix) any other Person to which such delivery or disclosure may
be
necessary or appropriate (A) to effect compliance with any law, rule,
regulation, statute or order applicable to such Person, (B) in response to
any
subpoena or other legal process upon prior notice to CRCF (unless prohibited
by
applicable law, rule, order or decree or other requirement having the force
of law), (C) in connection with any litigation to which such Person is a
party
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upon prior notice to CRCF (unless prohibited by applicable law, rule,
order or decree or other requirement having the force of law) or (D) if an
Amortization Event with respect to the Series 2006-1 Notes has occurred and
is
continuing, to the extent such Person may reasonably determine such
delivery and disclosure to be necessary or appropriate in the enforcement
or for
the protection of the rights and remedies under the Series 2006-1 Notes,
the
Indenture or any other Related Document; and provided, further,
however, that delivery to any Series 2006-1 Note Owner of
any report or
information required by the terms of the Indenture to be provided to such
Series
2006-1 Note Owner shall not be a violation of this Section 6.21. Each
Series 2006-1 Note Owner agrees, by acceptance of a beneficial interest in
a
Series 2006-1 Note, except as set forth in clauses (v), (vi) and (ix) above,
that it shall use the Confidential Information for the sole purpose of making
an
investment in the Series 2006-1 Notes or administering its investment in
the
Series 2006-1 Notes. In the event of any required disclosure of the
Confidential Information by such Series 2006-1 Note Owner, such Series 2006-1
Note Owner agrees to use reasonable efforts to protect the confidentiality
of the Confidential Information.
(b)
For the purposes of this Section 6.21, “Confidential Information” means
information delivered to the Trustee or any Series 2006-1 Note Owner by or
on
behalf of CRCF in connection with and relating to the transactions contemplated
by or otherwise pursuant to the Indenture and the Related Documents;
provided, that such term does not include information that: (i) was
publicly known or otherwise known to the Trustee or such Series 2006-1 Note
Owner prior to the time of such disclosure; (ii) subsequently becomes publicly
known through no act or omission by the Trustee, any Series 2006-1 Note Owner
or
any person acting on behalf of the Trustee or any Series 2006-1 Note Owner;
(iii) otherwise is known or becomes known to the Trustee or any Series 2006-1
Note Owner other than (x) through disclosure by CRCF or (y) as a result of
the
breach of a fiduciary duty to CRCF or a contractual duty to CRCF; or (iv)
is
allowed to be treated as non-confidential by consent of CRCF.
-55-
IN
WITNESS WHEREOF,
CRCF and the Trustee have caused this Supplement to be duly executed by their
respective officers thereunto duly authorized as of the day and year first
above
written.
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CENDANT
RENTAL CAR FUNDING (AESOP)
LLC
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By:
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/s/
Lori Gebron
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Title:
Vice
President
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THE
BANK OF NEW YORK, as Trustee
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By:
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/s/
John Bobko
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Title:
Vice
President
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THE
BANK OF NEW YORK, as Series 2006-1 Agent
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By:
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/s/
John Bobko
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Title:
Vice
President
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