Avis 2006 Annual Report Download - page 219

maintenance, leasing, or titling of the Vehicles, except in each case, for any such Indemnified Liabilities arising on account of the relevant
Lender Party’s gross negligence or willful misconduct and, to the extent that the foregoing undertaking may be unenforceable for any reason,
AESOP Leasing agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is
permissible under applicable law; and
(b) indemnify and hold harmless the Trustee (and its officers, directors, employees and agents) from and against any loss, liability,
expense, damage or injury suffered or sustained by reason of, or arising out of or in connection with: (i) any acts or omissions of AESOP
Leasing pursuant to this Agreement and (ii) the Trustee’s appointment under the Indenture and the Trustee’s performance of its obligations
thereunder, or any document pertaining to any of the foregoing to which the Trustee is a signatory, including, but not limited to any judgment,
award, settlement, reasonable attorneys’ fees and other costs or expenses incurred in connection with the defense of any actual or threatened
action, proceeding or claim; provided , however , AESOP Leasing shall have no duty to indemnify the Trustee to the extent such loss, liability,
expense, damage or injury suffered or sustained is due to the Trustee’s negligence or willful misconduct.
AESOP Leasing agrees that the indemnification provided for in this Section 13.5 shall run directly to and be enforceable by an
indemnified party subject to the limitations hereof. The indemnification provided for in this Section 13.5 shall survive the termination of this
Agreement, the Indenture and the resignation or removal of the Trustee.
SECTION 13.6. Bankruptcy Petition . (a) AESOP Leasing hereby covenants and agrees that, prior to the date which is one year and
one day after the payment in full of (i) all Series of Notes Outstanding and (ii) all Loans outstanding under the AESOP I Loan Agreements, it
will not institute against, or join any other Person in instituting against, CRCF any bankruptcy, reorganization, arrangement, insolvency or
liquidation proceedings or other similar proceeding under the laws of the United States or any state of the United States. In the event that
AESOP Leasing takes action in violation of this Section 13.6 , CRCF agrees, for the benefit of the Noteholders that it shall file an answer with
the bankruptcy court or otherwise properly contest the filing of such a petition by AESOP Leasing against CRCF or commencement of such
action and raise the defense that AESOP Leasing has agreed in writing not to take such action and should be estopped and precluded therefrom
and such other defenses, if any, as its counsel advises that it may assert. The provisions of this Section 13.6 shall survive the termination of this
Agreement.
(b) CRCF hereby covenants and agrees that, prior to the date which is one year and one day after the payment in full of (i) all Series
of Notes Outstanding and (ii) all Loans outstanding under the AESOP I Loan Agreements, it will not institute against, or join any other Person
in instituting against, AESOP Leasing, Original AESOP, AESOP Leasing II, the Intermediary, PVHC or Quartx any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings or other similar proceeding under the laws of the United States or any state
of the United States. In the event that CRCF takes action with respect to AESOP Leasing in violation of this Section 13.6 , AESOP Leasing
agrees, for the benefit of the Noteholders that it shall file an answer with the bankruptcy court or otherwise properly contest the filing of such a
petition by CRCF against AESOP Leasing or commencement of such action and raise the
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