Avis 2010 Annual Report Download - page 332

(c) CPF shall indemnify the Administrative Agent, each Funding Agent, each Program Support Provider and each member of each
Purchaser Group within the later of 10 days after written demand therefor and the Distribution Date next following such demand for the full
amount of any Indemnified Taxes or Other Taxes paid by the Administrative Agent, such Funding Agent, such Program Support Provider or
such member of such Purchaser Group on or with respect to any payment by or on account of any obligation of CPF hereunder or under the
Indenture (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 8.2) and
any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes
were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that no Person shall be indemnified pursuant to
this Section 8.2(c) or entitled to receive additional amounts under the proviso of Section 8.2(a) to the extent that the reason for such
indemnification results from the failure by such Person to comply with the provisions of Section 8.2(e) or (g). A certificate as to the amount of
such payment or liability delivered to CPF by the Administrative Agent, any Funding Agent, any Program Support Provider or any member of
any Purchaser Group shall be conclusive absent manifest error. Any payments made by CPF pursuant to this Section 8.2 shall be made solely
from funds available in the Series 2006-1 Distribution Account for the payment of Article VIII Costs, shall be non-recourse other than with
respect to such funds, and shall not constitute a claim against CPF to the extent that insufficient funds exist to make such payment. The
agreements in this Section shall survive the termination of this Series Supplement and the Base Indenture and the payment of all amounts
payable hereunder and thereunder.
(d) As soon as practicable after any payment of Indemnified Taxes or Other Taxes by CPF to a Governmental Authority, CPF shall
deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such
payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.
(e) The Administrative Agent, each Funding Agent, each member of each Purchaser Group and each Program Support Provider, if
entitled to an exemption from or reduction of an Indemnified Tax or Other Tax with respect to payments made hereunder or under the Indenture
shall (to the extent legally able to do so) deliver to CPF (with a copy to the Administrative Agent) such properly completed and executed
documentation prescribed by applicable law and reasonably requested by CPF on the later of (i) 30 Business Days after such request is made and
the applicable forms are provided to the Administrative Agent, such Funding Agent, such member of such Purchaser Group or such Program
Support Provider or (ii) 30 Business Days before prescribed by applicable law as will permit such payments to be made without withholding or
with an exemption from or reduction of Indemnified Taxes or Other Taxes.
(f) If the Administrative Agent, any Funding Agent, any Program Support Provider or any member of any Purchaser Group receives
a refund solely in respect of Indemnified Taxes or Other Taxes, it shall pay over such refund to CPF to the extent that it has already received
indemnity payments or additional amounts pursuant to this Section 8.2 with respect to such Indemnified Taxes or Other Taxes giving rise to the
refund, net of all out-of-pocket expenses and without interest (other than interest paid by the relevant Governmental
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