Avis 2010 Annual Report Download - page 447

with the instructions of the Trustee. To the extent the Lessee fails to so dispose of any Group I Trucks, the Trustee shall have the
right to otherwise dispose of such Group I Trucks. In addition, following the occurrence of a Liquidation Event of Default or a
Limited Liquidation Event of Default, the Trustee shall have all of the rights, remedies, powers, privileges and claims vis-à-vis the
Guarantor or the Lessee, necessary or desirable to allow the Trustee to exercise the rights, remedies, powers, privileges and claims set
forth in Sections 3.3 and 9.2
of the Base Indenture, and each of the Guarantor and the Lessee acknowledges that it has hereby granted
to the Lessor all of the rights, remedies, powers, privileges and claims granted by the Lessor to the Trustee pursuant to Article 3 of
the Base Indenture and that the Trustee may act in lieu of the Lessor in the exercise of such rights, remedies, powers, privileges and
claims.
18.5. Measure of Damages . If a Lease Event of Default, a Limited Liquidation Event of Default or a Liquidation Event of Default
occurs and the Lessor or the Trustee exercises the remedies granted to the Lessor or the Trustee under this Article 18 , the amount that the
Lessor shall be permitted to recover shall be equal to:
(i) all Monthly Base Rent, all Supplemental Rent and all other amounts due and payable under this Agreement (calculated as
provided in Section 18.2 ); plus
(ii) any damages and expenses, including reasonable attorneys’ fees and expenses (but excluding net after-tax losses of federal
and state income tax benefits to which the Lessor would otherwise be entitled as a result of this Agreement), which the Lessor or the
Trustee will have sustained by reason of the Lease Event of Default, Limited Liquidation Event of Default or Liquidation Event of
Default, together with reasonable sums for such attorneys’ fees and such expenses as will be expended or incurred in the seizure,
storage, rental or sale of the Group I Trucks or in the enforcement of any right or privilege hereunder or in any consultation or action
in such connection; plus
(iii) interest on amounts due and unpaid under this Agreement at the applicable Carrying Cost Interest Rate plus 1.0% from
time to time computed from the date of the Lease Event of Default, Limited Liquidation Event of Default or Liquidation Event of
Default or the date payments were originally due to the Lessor under this Agreement or from the date of each expenditure by the
Lessor which is recoverable from the Lessee pursuant to this Section 18 , as applicable, to and including the date payments are made
by the Lessee.
18.6. Application of Proceeds . The proceeds of any sale or other disposition pursuant to Section 18.2 or 18.3 shall be applied in the
following order: (i) to the reasonable costs and expenses incurred by the Lessor in connection with such sale or disposition, including any
reasonable costs associated with repairing any Group I Trucks, and reasonable attorneys’ fees in connection with the enforcement of this
Agreement, (ii) to the payment of outstanding Monthly Base Rent and Supplement Rent,
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