Avis 2006 Annual Report Download - page 267

Defense of any claim referred to in this Section 16 for which indemnity may be required shall, at the option and request of the Indemnified
Person, be conducted by the relevant Lessee or the Finance Lease Guarantor, as applicable. Such Lessee or the Finance Lease Guarantor, as the
case may be, will inform the Indemnified Person of any such claim and of the defense thereof and will provide copies of material documents
relating to any such claim or defense to such Indemnified Person upon request. Such Indemnified Person may participate in any such defense at
its own expense provided such participation does not interfere with such Lessee’s or the Finance Lease Guarantor’s assertion of such claim or
defense. Each Lessee and the Finance Lease Guarantor agree that no Indemnified Person will be liable to such Lessee or the Finance Lease
Guarantor, as applicable, for any claim caused directly or indirectly by the inadequacy of any Vehicle leased hereunder by such Lessee for any
purpose or any deficiency or defect therein or the use or maintenance thereof or any repairs, servicing or adjustments thereto or any delay in
providing or failure to provide such repairs, servicing or adjustments or any interruption or loss of service or use thereof or any loss of
business, all of which shall be the risk and responsibility of such Lessee or the Finance Lease Guarantor. The rights and indemnities of each
Indemnified Person hereunder are expressly made for the benefit of, and will be enforceable by, each Indemnified Person notwithstanding the
fact that such Indemnified Person is either no longer a party to (or entitled to receive the benefits of) this Agreement, or was not a party to (or
entitled to receive the benefits of) this Agreement at its outset. Except as otherwise set forth herein, nothing herein shall be deemed to require
any Lessee or the Finance Lease Guarantor to indemnify the Lessor for any of the Lessor’s acts or omissions which constitute gross negligence
or willful misconduct. This general indemnity shall not affect any claims of the type discussed above which such Lessee or the Finance Lease
Guarantor may have against the Manufacturer.
17. ASSIGNMENT .
17.1. Right of the Lessor to Assign this Agreement .
The Lessor shall have the right to finance the acquisition and ownership of Vehicles by selling or assigning, in whole or in part, its
right, title and interest in this Agreement, including, without limitation, in moneys due from each Lessee and any third party under this
Agreement and in any security therefor; provided , however , that any such sale or assignment shall be subject to the rights and interest of each
Lessee in the Vehicles leased by such Lessee hereunder, including but not limited to such Lessee’s right of quiet and peaceful possession of
such Vehicles as set forth in Section 9 hereof, and under this Agreement.
17.2. Limitations on the Right of the Lessees to Assign this Agreement .
Each Lessee agrees that it shall not, without prior written consent of the Lessor, CRCF and the Trustee and without having satisfied
the Rating Agency Consent Condition, assign this Agreement or any of its rights hereunder to any other party; provided , however , that each
Lessee may rent the Vehicles leased by such Lessee hereunder under the terms of its normal daily rental programs and/or sublease such
Vehicles to Permitted Sublessees pursuant to a Sublease. Any purported assignment in violation of this Section 17.2 shall be void and of no
force or effect. Nothing contained herein shall be deemed to restrict the right of any Lessee to acquire or dispose of, by purchase, lease,
financing, or otherwise, motor vehicles that are not subject to the provisions of this Agreement.
-
25
-