Avis 2006 Annual Report Download - page 293

the United States. In the event that the Finance Lease Guarantor, any Lessee or the Administrator takes action in violation of this Section 34 ,
the Lessor agrees, for the benefit of the Secured Parties, that it shall file an answer with the bankruptcy court or otherwise properly contest the
filing of such a petition by the Finance Lease Guarantor, such Lessee or the Administrator against the Lessor, Original AESOP, AESOP
Leasing II, Quartx, PVHC, the Intermediary or CRCF or the commencement of such action and raise the defense that such Lessee, the Finance
Lease Guarantor or the Administrator has agreed in writing not to take such action and should be estopped and precluded therefrom and such
other defenses, if any, as its counsel advises that it may assert. The provisions of this Section 34 shall survive the termination of this
Agreement.
35. SUBMISSION TO JURISDICTION .
The Lessor and the Trustee may enforce any claim arising out of this Agreement in any state or federal court having subject matter
jurisdiction, including, without limitation, any state or federal court located in the State of New York. For the purpose of any action or
proceeding instituted with respect to any such claim, each Lessee and the Finance Lease Guarantor hereby irrevocably submits to the
jurisdiction of such courts. Each of the Lessees and the Finance Lease Guarantor further irrevocably consents to the service of process out of
said courts by mailing a copy thereof, by registered mail, postage prepaid, to such Lessee or the Finance Lease Guarantor, as the case may be,
and agrees that such service, to the fullest extent permitted by law, (i) shall be deemed in every respect effective service of process upon it in
any such suit, action or proceeding and (ii) shall be taken and held to be valid personal service upon and personal delivery to it. Nothing herein
contained shall affect the right of the Trustee, the Lender and the Lessor to serve process in any other manner permitted by law or preclude the
Lessor, the Lender or the Trustee from bringing an action or proceeding in respect hereof in any other country, state or place having jurisdiction
over such action. Each of the Lessees and the Finance Lease Guarantor hereby irrevocably waives, to the fullest extent permitted by law, any
objection which it may have or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court
located in the State of New York and any claim that any such suit, action or proceeding brought in such a court has been brought in an
inconvenient forum.
36. GOVERNING LAW .
THIS AGREEMENT SHALL BE A CONTRACT MADE UNDER AND GOVERNED BY THE LAWS OF THE STATE OF
NEW YORK. Whenever possible each provision of this Agreement shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective
to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this
Agreement. All obligations of each Lessee and the Finance Lease Guarantor and all rights of the Lessor, the Lender or the Trustee expressed
herein shall be in addition to and not in limitation of those provided by applicable law or in any other written instrument or agreement.
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