Avis 2010 Annual Report Download - page 632

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. Specifically, each of the Lessee and the Guarantor agrees that, upon the occurrence of a Lease Event of Default, a Limited
Liquidation Event of Default or a Liquidation Event of Default, the Trustee may exercise (for and on behalf of the Lessor) any right or
remedy against the Lessee or the Guarantor provided for herein and neither the Lessee nor the Guarantor will interpose as a defense that
such claim should have been asserted by the Lessor;
(ii) Upon the delivery by the Trustee of any notice to the Lessee or the Guarantor stating that a Lease Event of Default, a Limited
Liquidation Event of Default or a Liquidation Event of Default has occurred, the Lessee or the Guarantor, as the case may be, will, if so
requested by the Trustee, treat the Trustee or the Trustee’s designee for all purposes as the Lessor hereunder and in all respects comply
with all obligations under this Agreement that are asserted by the Trustee as the successor to the Lessor hereunder, irrespective of whether
the Lessee or the Guarantor has received any such notice from the Lessor; provided , however , that the Trustee shall in no event be liable
to the Lessee for any action taken by it in its capacity as successor to the Lessor other than actions that constitute negligence or willful
misconduct;
(iii) Each of the Lessee and the Guarantor acknowledges that pursuant to the Indenture the Lessor has irrevocably authorized and
directed the Lessee or the Guarantor to, and the Lessee and the Guarantor shall, make payments of Monthly Base Rent and Supplemental
Rent hereunder (and any other payments hereunder) directly to the Trustee for deposit in the Collection Account established by the Trustee
for receipt of such payments pursuant to the Indenture and such payments shall discharge the obligation of the Lessee and the Guarantor to
the Lessor hereunder to the extent of such payments. Upon written notice to the Lessee or the Guarantor of a sale or assignment by the
Trustee of its right, title and interest in moneys due under this Agreement to a successor Trustee, the Lessee or the Guarantor, as the case
may be, shall thereafter make payments of all Monthly Base Rent and Supplemental Rent (and any other payments hereunder) to the party
specified in such notice;
(iv) Upon request made by the Trustee at any time, each of the Lessee and the Guarantor shall take such actions as are requested by
the Trustee to assist the Trustee in maintaining the Trustee’s first priority perfected security interest in this Agreement, the Group II
Trucks, the Certificates of Title with respect thereto and any other Group II Collateral; and
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