Avis 2006 Annual Report Download - page 265

16. GENERAL INDEMNITY .
16.1. Indemnity by the Lessees and the Finance Lease Guarantor .
Each of the Lessees and the Finance Lease Guarantor agrees jointly and severally to indemnify and hold harmless the Lessor, the
Lender, the Intermediary and the Trustee and the Lessor’s, the Lender’s, the Intermediary’s and the Trustee’s respective directors, officers,
stockholders, agents and employees (collectively, the “ Indemnified Persons ”), on a net after-
tax basis against any and all claims, demands and
liabilities of whatsoever nature and all costs and expenses relating to or in any way arising out of:
16.1.1. the ordering, delivery, acquisition, title on acquisition, rejection, installation, possession, titling, retitling, registration,
re-registration, custody by each Lessee, the Finance Lease Guarantor or their respective agents of title and registration documents, use,
non-use, misuse, operation, deficiency, defect, transportation, repair, control or disposition of any Vehicle leased hereunder or to be
leased hereunder pursuant to a request by a Lessee. The foregoing shall include, without limitation, any liability (or any alleged liability)
of the Lessor to any third party arising out of any of-the foregoing, including, without limitation, all legal fees, costs and disbursements
arising out of such liability (or alleged liability);
16.1.2. any document, stamp, filing, recording, mortgage or other taxes (other than net income taxes of the Lessor) which may
be payable in connection with the lease of any Vehicles hereunder or the execution, delivery, recording or filing of this Agreement or of
any other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith;
16.1.3. any violation by any Lessee or the Finance Lease Guarantor of this Agreement or of any Related Documents to which
any Lessee or the Finance Lease Guarantor is a party or by which it is bound or of any laws, rules, regulations, orders, writs, injunctions,
decrees, consents, approvals, exemptions, authorizations, licenses and withholdings of objecting of any governmental or public body or
authority and all other requirements having the force of law applicable at any time to any Vehicle leased hereunder or any action or
transaction by any Lessee or the Finance Lease Guarantor with respect thereto or pursuant to this Agreement;
16.1.4. all out of pocket costs of the Lessor (including the fees and out of pocket expenses of counsel for the Lessor) in
connection with the execution, delivery and performance of this Agreement and the other Related Documents;
16.1.5. all out of pocket costs and expenses (including reasonable attorneys’ fees and legal expenses) incurred by the Lessor,
the Lender, the Intermediary or the Trustee in connection with the administration, enforcement, waiver or amendment of this Agreement
and any other Related Documents and all indemnification obligations of the Lender or the Lessor under the Related Documents
(including all obligations of the Lessor under Section 13.4 and Section 13.5 of the AESOP I Finance Lease Loan Agreement); and
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