Avis 2009 Annual Report Download - page 244

such Affected Party such additional amount or amounts as will compensate such Affected Party for such additional costs incurred or reduction
suffered.
(b) If any Affected Party determines that any Change in Law regarding capital requirements has or would have the effect of reducing
the rate of return on such Affected Party’s capital or the capital of any corporation controlling such Affected Party as a consequence of its
obligations hereunder to a level below that which such Affected Party or such corporation could have achieved but for such Change in Law
(taking into consideration such Affected Party’s or such corporation’
s policies with respect to capital adequacy), then from time to time, ABRCF
shall pay to such Affected Party such additional amount or amounts as will compensate such Affected Party for any such reduction suffered.
(c) A certificate of an Affected Party setting forth the amount or amounts necessary to compensate such Affected Party as specified
in subsections (a) and (b) of this Section 7.1 shall be delivered to ABRCF (with a copy to the Administrative Agent and the Funding Agent with
respect to such Affected Party) and shall be conclusive absent manifest error. Any payments made by ABRCF pursuant to this Section 7.1 shall
be made solely from funds available in the Series 2009-3 Distribution Account for the payment of Article VII Costs, shall be non-recourse other
than with respect to such funds, and shall not constitute a claim against ABRCF to the extent that insufficient funds exist to make such payment.
The agreements in this Section 7.1 shall survive the termination of this Supplement and the Base Indenture and the payment of all amounts
payable hereunder and thereunder.
(d) Failure or delay on the part of an Affected Party to demand compensation pursuant to this Section 7.1 shall not constitute a
waiver of such Affected Party’s right to demand such compensation; provided that ABRCF shall not be required to compensate any Affected
Party pursuant to this Section 7.1 for any increased costs or reductions incurred more than 270 days prior to the date that such Affected Party
notifies ABRCF of the Change in Law giving rise to such increased costs or reductions and of such Affected Party’s intention to claim
compensation therefor; provided , further , that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the
270-day period referred to above shall be extended to include the period of retroactive effect thereof.
Section 7.2. Taxes . (a) Any and all payments by or on account of any obligation of ABRCF hereunder shall be made free and clear
of and without deduction for any Indemnified Taxes or Other Taxes; provided that if ABRCF shall be required to deduct any Indemnified Taxes
or Other Taxes from such payments, then (i) subject to Section 7.2(c) below, the sum payable shall be increased as necessary so that after
making all required deductions (including deductions applicable to additional sums payable under this Section 7.2) the recipient receives an
amount equal to the sum that it would have received had no such deductions been made, (ii) ABRCF shall make such deductions and
(iii) ABRCF shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
(b) In addition, ABRCF shall pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.
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