Avis 2010 Annual Report Download - page 451

(f) all suretyship defenses and rights of every nature otherwise available under New York law and the laws of any other
jurisdiction; and
(g) all other rights and defenses the assertion or exercise of which would in any way diminish the liability of the Guarantor
hereunder.
22.5. Guarantor to Pay Lessor’s Expenses . The Guarantor agrees to pay to the Lessor, on demand, all costs and expenses, including
attorneys’ and other professional and paraprofessional fees, incurred by the Lessor in exercising any right, power or remedy conferred by
this Guaranty, or in the enforcement of this Guaranty, whether or not any action is filed in connection therewith. Until paid to the Lessor,
such amounts shall bear interest, commencing with the Lessor’s demand therefor, at the Carrying Cost Interest Rate plus 2.0%.
22.6. Reinstatement . This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time payment of any
of the amounts payable by the Lessee under this Agreement is rescinded or must otherwise be restored or returned by the Lessor, upon an
event of bankruptcy, dissolution, liquidation or reorganization of the Lessee or the Guarantor or upon or as a result of the appointment of a
receiver, intervenor or conservator of, or trustee or similar officer for, the Lessee or the Guarantor or any substantial part of their respective
property, or otherwise, all as though such payment had not been made.
22.7. Pari Passu Indebtedness . The Guarantor (i) represents and warrants that, as of the date hereof, the obligations of the Guarantor
under this Guaranty will rank pari passu
with any existing unsecured indebtedness of the Guarantor and (ii) covenants and agrees that from
and after the date hereof the obligations of the Guarantor under this Guaranty will rank pari passu with any unsecured indebtedness of the
Guarantor incurred after the date hereof.
23. RIGHTS OF LESSOR ASSIGNED
. Notwithstanding anything to the contrary contained in this Agreement, each of the Lessee and the
Guarantor acknowledges that the Lessor has assigned all of its rights under this Agreement to the Trustee pursuant to the Indenture. Accordingly,
each of the Lessee and the Guarantor agrees that:
(i) Subject to the terms of the Indenture, the Trustee shall have all the rights, powers, privileges and remedies of the Lessor
hereunder and the obligations of the Guarantor and of the Lessee hereunder (including with respect to the payment of Monthly Base
Rent, Supplemental Rent and all other amounts payable hereunder) shall not be subject to any claim or defense which the Guarantor
or the Lessee may have against the Lessor or, in the case of the Guarantor, the Lessee (other than the defense of payment actually
made) and shall be absolute and unconditional and shall not be subject to any abatement, setoff, counterclaim, deduction or reduction
for any reason whatsoever.
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