Avis 2010 Annual Report Download - page 441

investment in, ownership by the Lessor with respect thereto and (ii) documentary, stamp, filing, recording, mortgage or other taxes, if
any, which may be payable by the Lessor in connection with this Agreement or any other Applicable Related Documents with
respect to any Group I Series of Notes; provided , however , that the following taxes are excluded from the indemnity provided in
clauses (i) and (ii) above:
(i) any tax on, based on, with respect to, or measured by net income (including federal alternative minimum tax), other
than any taxes or other charges which may be imposed as a result of any determination by a taxing authority that the Lessor is
not the owner for tax purposes of the Group I Trucks leased hereunder or that this Agreement is not a “true lease” for tax
purposes or that depreciation deductions that would be available to the owner of such Group I Trucks are disallowed, or that
the Lessor is not entitled to include the full purchase price for any such Group I Truck in basis including any amounts payable
in respect of interest charges, additions to tax and penalties that may be imposed, and all attorneys and accountants fees and
expenses and all other fees and expenses that may be incurred in defending against or contesting any such determination;
(ii) any withholding tax imposed by the United States federal government other than such a tax imposed as a result of a
change in law enacted (including new interpretations thereof), adopted or promulgated after the Initial Group I Closing Date
or, if later, the date the Trustee acquires its interest in (A) the Group I Trucks leased hereunder, (B) the Base Indenture or
(C) any other related operative documents that causes it to be an Indemnified Person hereunder unless such a tax is enacted,
adopted or promulgated as a tax in lieu of, or in substitution for a tax not otherwise indemnifiable hereunder;
(iii) any tax with respect to any Group I Truck leased by the Lessee hereunder or any transaction relating to such Group
I Truck to the extent it covers any period beginning after the earlier of (A) the discharge in full of the Lessee’s obligation to
pay Monthly Base Rent, Supplemental Rent and any other amount payable hereunder with respect to such Group I Truck or
(B) the expiration or other termination of this Agreement with respect to such Group I Truck, unless such tax accrues in
respect of any period during which the Lessee holds over such Group I Truck; and
(iv) any tax that is imposed on an Indemnified Person or any of its Affiliates, to the extent that such tax results from the
willful misconduct or gross negligence of such Indemnified Person or such Affiliates;
16.1.3. any violation by the Lessee or the Guarantor of this Agreement or of any Applicable Related Documents with respect to
any Group I Series of Notes to which the Lessee or the Guarantor is a party or by which it is bound or of any laws, rules, regulations,
orders, writs, injunctions, decrees, consents, approvals, exemptions, authorizations, licenses and withholdings of objecting of any
governmental or public body or authority and all other requirements having the force of law applicable at any
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