Avis 2006 Annual Report Download - page 249

MANUFACTURE, DESIGN, SPECIFICATIONS AND CAPACITY SELECTED BY SUCH LESSEE, THAT SUCH LESSEE IS
SATISFIED THAT THE SAME ARE SUITABLE FOR THIS USE AND THAT THE LESSOR IS NOT A MANUFACTURER OR
ENGAGED IN THE SALE OR DISTRIBUTION OF VEHICLES, AND HAS NOT MADE AND DOES NOT HEREBY MAKE ANY
REPRESENTATION, WARRANTY OR COVENANT WITH RESPECT TO MERCHANTABILITY, CONDITION, QUALITY,
DURABILITY OR SUITABILITY OF SUCH VEHICLES IN ANY RESPECT OR IN CONNECTION WITH OR FOR THE PURPOSES OR
USES OF SUCH LESSEE, OR ANY OTHER REPRESENTATION, WARRANTY OR COVENANT OF ANY KIND OR CHARACTER,
EXPRESS OR IMPLIED, WITH RESPECT THERETO. The Lessor shall not be liable for any failure or delay in delivering any Vehicle
ordered for lease pursuant to this Agreement, or for any failure to perform any provision hereof, resulting from fire or other casualty, natural
disaster, riot, strike or other labor difficulty, governmental regulation or restriction, or any cause beyond the Lessor’s direct control. IN NO
EVENT SHALL THE LESSOR BE LIABLE FOR ANY INCONVENIENCES, LOSS OF PROFITS OR ANY OTHER CONSEQUENTIAL,
INCIDENTAL OR SPECIAL DAMAGES RESULTING FROM ANY DEFECT IN OR ANY THEFT, DAMAGE, LOSS OR FAILURE OF
ANY VEHICLE, AND THERE SHALL BE NO ABATEMENT OF MONTHLY BASE RENT, SUPPLEMENTAL RENT OR OTHER
AMOUNTS PAYABLE HEREUNDER BECAUSE OF THE SAME.
2.5. Lessees’ Rights to Purchase Vehicles .
(a) Each Lessee shall have the option, exercisable with respect to any Vehicle during the Vehicle Term with respect to such
Vehicle, to purchase any Vehicle leased by such Lessee hereunder at the greater of (i) the Termination Value or (ii) the Market Value of such
Vehicle, in each case, as of the Payment Date with respect to the Related Month in which such Lessee elects to purchase such Vehicle (the
greater of such amounts being referred to as the “ Vehicle Purchase Price ”), in which event such Lessee will pay the Vehicle Purchase Price to
the Lessor on or before such Payment Date and such Lessee will pay on or before such Payment Date all accrued and unpaid Monthly Base
Rent and any Supplemental Rent then due and payable with respect to such Vehicle through such Payment Date. The Administrator shall
request the Trustee to cause its Lien to be removed from the Certificate of Title for such Vehicle, concurrently with or promptly after the
Vehicle Purchase Price for such Vehicle (and any such unpaid Monthly Base Rent and Supplemental Rent) is deposited in the Collection
Account.
(b) Each Lessee shall have the option on the Vehicle Finance Lease Expiration Date (excluding the date set forth in subclause (iv)
of the definition of such term) to purchase any Vehicle leased by it hereunder for an amount equal to the Termination Value of such Vehicle on
such date. Each Lessee shall pay such Termination Value plus all accrued and unpaid Monthly Base Rent and any Supplemental Rent with
respect to such Vehicle to the Lessor on or before the Payment Date occurring on or immediately following the applicable Vehicle Finance
Lease Expiration Date.
(c) The parties hereto agree and acknowledge that, although the provisions of Section 2.5(a) and (b) nominally describe a Lessee’s
options with respect to each Vehicle leased by it hereunder as options to purchase, such Lessee owns each such Vehicle, subject to the security
interests of the Lessor, the Lender and the Trustee in such Vehicle, and such options are options to extinguish the security interests of the
Lessor, the Lender and the Trustee in such Vehicle.
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