Avis 2006 Annual Report Download - page 266

16.1.6. all costs, fees, expenses, damages and liabilities (including, without limitation, the fees and out of pocket expenses of
counsel) in connection with, or arising out of, any claim made by any third party against the Lessor for any reason (including, without
limitation, in connection with any audit or investigation conducted by a Manufacturer under its Manufacturer Program).
If the Lessor shall actually receive any tax benefit (whether by way of offset, credit, deduction, refund or otherwise) not already
taken into account in calculating the net after-tax basis for such payment as a result of the payment of any tax indemnified pursuant to this
Section 16 or in connection with the circumstances giving rise to the imposition of such tax, such tax benefit shall be used to offset any
indemnity payment owed pursuant to this Section 16 or shall be paid to the relevant Lessee (but only to the extent of any prior indemnity
payments actually made pursuant to this Section 16 and only after the Lessor shall actually receive such tax benefits); provided , however , that
no such payment to such Lessee shall be made while a Finance Lease Event of Default shall have occurred and be continuing.
16.2. Reimbursement Obligation by the Lessees and the Finance Lease Guarantor .
Each Lessee and the Finance Lease Guarantor shall forthwith upon demand reimburse the Lessor or the relevant Indemnified Person
for any sum or sums expended with respect to any of the foregoing; provided , however , that to the extent such amounts constitute Excluded
Payments, such amounts shall be paid only to the AESOP I Segregated Account; and provided further that, if so requested by the relevant
Lessee or the Finance Lease Guarantor, the Lessor or the relevant Indemnified Person shall submit to such Lessee or the Finance Lease
Guarantor, as applicable, a statement documenting any such demand for reimbursement or prepayment. To the extent that any Lessee or the
Finance Lease Guarantor in fact indemnifies the Lessor or the relevant Indemnified Person under the indemnity provisions of this Agreement,
such Lessee or the Finance Lease Guarantor, as applicable, shall be subrogated to the Lessor’s 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 Vehicle hereunder.
16.3. Defense of Claims .
The Lessor agrees to notify any relevant Lessee of any claim made against it for which such Lessee may be liable pursuant to this
Section 16 and, if such Lessee requests, to contest or allow such Lessee to contest such claim. If any Finance 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 such 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 such Lessee’s consent, which
consent shall not be unreasonably withheld.
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