Avis 2010 Annual Report Download - page 608

2. GENERAL AGREEMENT . (a) The Lessee and the Lessor intend that this Agreement is an operating lease and that the relationship
between the Lessor and the Lessee pursuant hereto shall always be only that of lessor and lessee, and the Lessee hereby declares, acknowledges
and agrees that the Lessor is the owner of, and the Lessor holds legal title to, the Group II Trucks. The Lessee shall not acquire by virtue of this
Agreement any right, equity, title or interest in or to any Group II Trucks, except the right to use the same under the terms hereof. The parties
agree that this Agreement is a “true lease” and agree to treat this Agreement as a lease for all purposes, including tax, accounting and otherwise,
and each party hereto will take no position on its tax returns and filings contrary to the position that the Lessor is the owner of the Group II
Trucks for federal and state income tax purposes.
(b) If, notwithstanding the intent of the parties to this Agreement, this Agreement is characterized by any third party as a financing
arrangement or as otherwise not constituting a “true lease,” then it is the intention of the parties that this Agreement shall constitute a security
agreement under applicable law, and, to secure all of its obligations under this Agreement, the Lessee hereby grants to the Lessor a security
interest in all of the Lessee’s right, title and interest, if any, in and to all of the following assets, property and interests in property, whether now
owned or hereafter acquired or created:
(i) the rights of the Lessee under this Agreement, as the same may be amended, modified or supplemented from time to time in
accordance with its terms, and any other agreements related to or in connection with this Agreement to which the Lessee is a party (the “
Lessee Agreements ”), including, without limitation, (a) all monies, if any, due and to become due to the Lessee from the Guarantor under
or in connection with any of the Lessee Agreements, whether payable as rent, guaranty payments, fees, expenses, costs, indemnities,
insurance recoveries, damages for the breach of any of the Lessee Agreements or otherwise, (b) all rights, remedies, powers, privileges and
claims of the Lessee against any other party under or with respect to the Lessee Agreements (whether arising pursuant to the terms of such
Lessee Agreements or otherwise available to the Lessee at law or in equity), including the right to enforce any of the Lessee Agreements
and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to the
Lessee Agreements or the obligations and liabilities of any party thereunder, (c) all liens and property from time to time purporting to
secure payment of the obligations and liabilities of the Lessee arising under or in connection with the Lessee Agreements, together with
any documents or agreements describing any collateral securing such obligations or liabilities, and (d) all guarantees, insurance and other
agreements or arrangements of whatever character from time to time supporting or securing payment of such obligations and liabilities of
the Lessee pursuant to the Lessee Agreements;
(ii) all Group II Trucks which, notwithstanding that this Agreement and any Sublease is intended to convey only a leasehold interest,
are determined to be owned by the Lessee or any Permitted Sublessee, and all Certificates of Title with respect to such Group II Trucks;
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