Avis 2010 Annual Report Download - page 443

the Lessee to contest such claim. If any Lease Event of Default shall have occurred and be continuing, no contest shall be required, and any
contest which has begun shall not be required to be continued to be pursued, unless arrangements to secure the payment of the Lessee’s
obligations pursuant to this Section 16 hereunder have been made and such arrangements are reasonably satisfactory to the Lessor. The
Lessor shall not settle any such claim without the Lessee’s consent, which consent shall not be unreasonably withheld. 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 Lessee or the Guarantor, as applicable. The Lessee or the 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 the Lessee’s or the Guarantor’
s assertion of such claim or defense. The Lessee and the Guarantor agree
that no Indemnified Person will be liable to the Lessee or the Guarantor, as applicable, for any claim caused directly or indirectly by the
inadequacy of any Group I Truck leased 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 the Lessee or the
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 the Lessee or the 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 the Lessee or the 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 the
Group I Trucks by selling or assigning, in whole or in part, its right, title and interest in this Agreement, including, without limitation, in
moneys due from the Lessee, the Guarantor and any third party under this Agreement; provided , however , that any such sale or
assignment shall be subject to the rights and interest of the Lessee in the Group I Trucks, including but not limited to the Lessee’s right of
quiet and peaceful possession of the Group I Trucks as set forth in Section 9 hereof, and under this Agreement.
17.2. Limitations on the Right of the Lessee to Assign this Agreement . The Lessee agrees that it shall not, without prior written
consent of the Lessor and the consent of the Required Noteholders of each Group I Series of Notes Outstanding, assign this Agreement or
any of its rights hereunder to any other party; provided , however , that the Lessee may rent the Group I Trucks under the terms of its
normal daily rental programs and may
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