Avis 2010 Annual Report Download - page 623

the Lessee or the Guarantor in fact indemnifies the Lessor or the relevant Indemnified Person under the indemnity provisions of this
Agreement, the Lessee or the Guarantor, as applicable, shall be subrogated to the Lessor’s rights or the relevant Indemnified Person’s
rights in the affected transaction and shall have a right to determine the settlement of claims therein. The foregoing indemnity as contained
in this Section 16 shall survive the expiration or earlier termination of this Agreement or any lease of any Group II Truck hereunder.
16.3. Defense of Claims . The Lessor agrees to notify the Lessee of any claim made against it for which the Lessee may be liable
pursuant to this Section 16 and, if the Lessee requests, to contest or allow 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 II 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 II 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
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