Avis 2006 Annual Report Download - page 257

(ii) the proposed change will satisfy the Rating Agency Confirmation Condition.
6. RISK OF LOSS; CASUALTY AND INELIGIBLE VEHICLE OBLIGATIONS .
6.1. Risk of Loss Borne by Lessees .
Upon delivery of each Vehicle to the Lessee of such Vehicle, as between the Lessor and such Lessee, such Lessee assumes and
bears the risk of loss, damage, theft, taking, destruction, attachment, seizure, confiscation or requisition with respect to such Vehicle, however
caused or occasioned, and all other risks and liabilities, including personal injury or death and property damage, arising with respect to such
Vehicle or the manufacture, purchase, acceptance, rejection, ownership, delivery, leasing, subleasing, possession, use, inspection, registration,
operation, condition, maintenance, repair, storage, sale, return or other disposition of such Vehicle, howsoever arising.
6.2. Casualty; Ineligible Vehicles .
If a Vehicle becomes a Standard Casualty or an Ineligible Vehicle, then the Lessee of such Vehicle will (i) promptly notify the
Lessor thereof and (ii) promptly, but in no event later than the Payment Date with respect to the Related Month during which such Vehicle
became a Standard Casualty or an Ineligible Vehicle, pay to the Lessor the Termination Value of such Vehicle (as of the date such Vehicle
became a Standard Casualty or an Ineligible Vehicle). Upon payment by such Lessee to the Lessor of the Termination Value of any Vehicle
that has become a Standard Casualty or an Ineligible Vehicle (i) such Lessee shall be entitled to any physical damage insurance proceeds
applicable to such Vehicle and (ii) the Administrator shall request the Trustee to cause its Lien to be removed from the Certificate of Title for
such Vehicle.
7. VEHICLE USE .
So long as no Finance Lease Event of Default, Liquidation Event of Default or Limited Liquidation Event of Default has occurred
(subject, however, to Section 2.6 hereof), each Lessee may use each Vehicle leased by such Lessee hereunder in its regular course of business
and may sublease such Vehicle to Permitted Sublessees from time to time pursuant to subleases (each such agreement, a “ Sublease ”),
substantially in the form of the agreement attached hereto as Attachment C , for use in the rental car businesses of such Permitted Sublessees.
Such use shall be confined primarily to the United States; provided , however , that the principal place of business or rental office of each
Lessee and each Permitted Sublessee with respect to the Vehicles is located in the United States. The Administrator shall promptly and duly
execute, deliver, file and record all such documents, statements, filings and registrations, and take such further actions as the Lessor, the Lender
or the Trustee shall from time to time reasonably request in order to establish, perfect and maintain the Trustee’
s Lien on the Vehicles leased by
it hereunder and the Certificates of Title (other than noting the Lien of the Trustee on the Certificates of Title with respect to the Franchisee
Vehicles (which shall reflect the Lien of the nominee lienholder under the applicable Franchisee Nominee Agreement)) with respect to such
Vehicles as a perfected first lien in any applicable jurisdiction. Each Lessee and each
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