Avis 2010 Annual Report Download - page 620

Truck to the Lessee in accordance with the terms hereof, if such Group II Truck fails to satisfy the Truck Turn-In Condition Standard
established pursuant to Section 13.l , the Lessor will charge the Lessee for the amount that the Administrator estimates in good faith to be
the reduction in the saleable value of such Group II Truck as a result of such failure to satisfy the Truck Turn-In Condition Standard (any
such amounts are referred to as the “ Truck Special Damage Payments ”).
(b) On each Distribution Date, the Lessee shall pay to the Lessor all Truck Special Damage Payments that have accrued during the Related
Month. The obligation of the Lessee to pay Truck Special Damage Payments shall constitute the sole remedy respecting the breach of its
covenant contained in the first sentence of Section 13.2(a) . The provisions of this Section 13.2 will survive the expiration or earlier termination
of the Term.
14. DISPOSITION PROCEDURE . The Lessee shall comply with the requirements of law in connection with, among other things, the
delivery of Certificates of Title and documents of transfer signed as necessary, and signed odometer statements to be submitted with the Group II
Trucks upon any disposition thereof pursuant to the terms hereof.
15. ODOMETER DISCLOSURE REQUIREMENT . The Lessee agrees to comply with all requirements of law with respect to Group II
Trucks in connection with the transfer of ownership by the Lessor of any Group II Truck, including, without limitation, the submission of any
required odometer disclosure statement at the time of any such transfer of ownership.
16. GENERAL INDEMNITY .
16.1. Indemnity by the Lessee and the Guarantor . The Lessee and the Guarantor agree jointly and severally to indemnify and hold
harmless the Lessor, the Administrator and the Trustee and the Lessor’s, the Administrator’s and the Trustee’s directors, officers,
stockholders, agents and employees (collectively, the “ Indemnified Persons ”), on a net after-
tax basis against any and all claims, demands
and liabilities of whatsoever nature and all costs and expenses relating to or in any way arising out of:
16.1.1. the ordering, delivery, acquisition, title on acquisition, rejection, installation, possession, titling, retitling, registration,
re-registration, custody by the Lessee or the Guarantor (or the Administrator or its agent on behalf of the Lessee or the Guarantor) of
title and registration documents, use, non-use, misuse, operation, deficiency, defect, transportation, repair, control or disposition of
any Group II Truck leased hereunder or to be leased hereunder pursuant to a request by the Lessee including, without limitation, any
Group II Truck subleased to a Permitted Sublessee pursuant to Section 7 and any of the forgoing actions, events or circumstances
occurring or arising in connection with such subleasing and any customer of any such Permitted Sublessee. The foregoing shall
include, without limitation, any liability (or any alleged liability) of the Lessor to any
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