Avis 2010 Annual Report Download - page 663

Attachment C
LAW OR ANY CONTRACT SPECIFICATION, AND AS BETWEEN THE SUBLESSOR, CPF, THE TRUSTEE AND THE
NOTEHOLDERS ON THE ONE HAND AND THE SUBLESSEE ON THE OTHER, THE SUBLESSEE AGREES TO BEAR ALL SUCH
RISKS AT ITS SOLE COST AND EXPENSE. THE SUBLESSEE SPECIFICALLY WAIVES ALL RIGHTS TO MAKE CLAIMS AGAINST
THE SUBLESSOR, CPF, THE TRUSTEE AND THE NOTEHOLDERS AND ANY GROUP II CPF TRUCK FOR BREACH OF ANY
WARRANTY OF ANY KIND WHATSOEVER AND, AS TO THE SUBLESSOR, CPF, THE TRUSTEE AND THE NOTEHOLDERS, THE
SUBLESSEE SUBLEASES THE GROUP II CPF TRUCKS “AS IS.” IN NO EVENT SHALL THE SUBLESSOR, CPF, THE TRUSTEE OR
ANY NOTEHOLDER BE LIABLE FOR SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, WHATSOEVER OR
HOWSOEVER CAUSED.
49. NO PETITION . The Sublessee hereby covenants and agrees that, prior to the date which is one year and one day after the payment in
full of all of the Notes, it will not institute against, or join any other Person in instituting against, CPF any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings or other similar proceeding under the laws of the United States or any state of the United
States. In the event that the Sublessee takes action in violation of this Section 10, the Sublessor agrees, for the benefit of the Secured Parties, that
it shall file an answer with the bankruptcy court or otherwise properly contest the filing of such a petition by the Sublessee against CPF or the
commencement of such action and raise the defense that the Sublessee has agreed in writing not to take such action and should be estopped and
precluded therefrom and such other defenses, if any, as its counsel advises that it may assert. The provisions of this Section 10 shall survive the
termination of this Agreement.
50. SUBMISSION TO JURISDICTION
. Each of CPF, the Trustee and the Sublessor may enforce any claim arising out of this Agreement
in any state or federal court having subject matter jurisdiction, including, without limitation, any state or federal court located in the State of New
York. For the purpose of any action or proceeding instituted with respect to any such claim, the Sublessee hereby irrevocably submits to the
jurisdiction of such courts. The Sublessee further irrevocably consents to the service of process out of said courts by mailing a copy thereof, by
registered mail, postage prepaid, to the Sublessee and agrees that such service, to the fullest extent permitted by law, (i) shall be deemed in every
respect effective service of process upon it in any such suit, action or proceeding and (ii) shall be taken and held to be valid personal service
upon and personal delivery to it. Nothing herein contained shall affect the right of each of CPF, the Trustee and the Sublessor to serve process in
any other manner permitted by law or preclude each of CPF, the Trustee and the Sublessor from bringing an action or proceeding in respect
hereof in any other country, state or place having jurisdiction over such action. The Sublessee hereby irrevocably waives, to the fullest extent
permitted by law, any objection which it may have or hereafter have to the laying of the venue of any such suit, action or proceeding brought in
any such court located in the State of New York and any claim that any such suit, action or proceeding brought in such a court has been brought
in an inconvenient forum.
51. GOVERNING LAW . THIS AGREEMENT SHALL BE A CONTRACT MADE UNDER AND GOVERNED BY THE LAWS OF
THE STATE OF NEW YORK. Whenever
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