Avis 2006 Annual Report Download - page 259

9. NON-DISTURBANCE .
So long as each Lessee satisfies its obligations hereunder, its quiet enjoyment, possession and use of the Vehicles leased by such
Lessee hereunder will not be disturbed during the Term, subject, however, to Sections 2.6 and 18 hereof and except that the Lessor, the Lender
and the Trustee each retains the right, but not the duty, to inspect such Vehicles without disturbing the ordinary conduct of such Lessee’
s or any
Permitted Sublessee’s business. Upon the request of the Lessor, the Lender or the Trustee from time to time, each Lessee will make reasonable
efforts to confirm to the Lessor, the Lender and the Trustee the location, mileage and condition of each Vehicle leased by such Lessee
hereunder and to make available for the Lessor’s, the Lender’s or the Trustee’s inspection within a reasonable time period, not to exceed forty-
five (45) days, such Vehicles at the location where such Vehicles are normally domiciled. Further, each Lessee will, during normal business
hours and with a notice of three (3) Business Days, make its records pertaining to the Vehicles leased by such Lessee available to the Lessor,
the Lender or the Trustee for inspection at the location where such Lessee’s records are normally domiciled.
10. REGISTRATION; LICENSE; TRAFFIC SUMMONSES; PENALTIES AND FINES .
Each Lessee, at its expense, shall be responsible for proper registration and licensing of Vehicles leased by such Lessee hereunder,
and titling of such Vehicles (with the Lien of the Trustee noted thereon (except with respect to the Franchisee Vehicles for which the nominee
lienholder under the applicable Franchisee Nominee Agreement is noted as the first lienholder)) and, where required, shall have such Vehicles
inspected by any appropriate Governmental Authority; provided , however
, that notwithstanding the foregoing, possession of all Certificates of
Title shall at all times remain with (i) the Administrator, (ii) SGS Automotive Services, Inc., (formerly known as and successor in interest to
Intermodal Transportation Services, Inc.), as agent for the Administrator, or (iii) any other titling service, acting as agent for the Administrator,
that is approved in writing by the Required Noteholders of each Outstanding Series of Notes. The Administrator, or its agent, shall hold such
Certificates of Title in its capacity as agent for the Lessor and on behalf of the Lender and the Trustee. Each Lessee shall be responsible for the
payment of all registration fees, title fees, license fees, traffic summonses, penalties, judgments and fines incurred with respect to any Vehicle
leased by such Lessee hereunder during the Vehicle Term for such Vehicle or imposed during the Vehicle Term for such Vehicle by any
Governmental Authority or any court of law or equity with respect to such Vehicles in connection with such Lessee’s operation of such
Vehicles. The Lessor agrees to execute a power of attorney in substantially the form of Attachment B hereto (each, a “ Power of Attorney ”),
and such other documents as may be necessary in order to allow the Lessees to title, register and dispose of the Vehicles leased hereunder in
accordance with the terms hereof; provided , however , that possession of all Certificates of Title shall at all times remain with the
Administrator, or its agent, who will hold such Certificates of Title in its capacity as agent for the Lessor and on behalf of the Lender and the
Trustee, and each Lessee acknowledges and agrees that its right, title and interest in or with respect to each Certificate of Title remains subject
to the Lien of the Lessor granted hereunder, of the Lender under the AESOP I Finance Lease Loan Agreement and of the Trustee under the
Base Indenture. Notwithstanding anything herein to the contrary, the Lessor may terminate such Power of Attorney as provided in Section l8.3
(iii) hereof.
-
17
-