Avis 2010 Annual Report Download - page 621

third party arising out of any of the foregoing, including, without limitation, all legal fees, costs and disbursements arising out of such
liability (or alleged liability);
16.1.2. all (i) federal, state, county, municipal or foreign license, qualification, registration, franchise, sales, use, gross receipts,
ad valorem
, business, property (real or personal), excise, motor vehicle, and occupation fees and taxes, and all federal, state and local
income taxes, and penalties and interest thereon, and all other taxes, fees and assessments of any kind whatsoever whether assessed,
levied against or payable by the Lessor or otherwise, with respect to any Group II Truck leased hereunder or the acquisition,
purchase, sale, rental, delivery, use, operation, control, ownership or disposition of any such Group II Truck or measured in any way
by the value thereof or by the business of, 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 II 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 II 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 II Trucks are disallowed, or that
the Lessor is not entitled to include the full purchase price for any such Group II 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 II Closing Date
or, if later, the date the Trustee acquires its interest in (A) the Group II 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 II Truck leased by the Lessee hereunder or any transaction relating to such Group
II 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 II Truck or
(B) the expiration or other termination of this Agreement with respect to such Group II Truck, unless such tax accrues in
respect of any period during which the Lessee holds over such Group II Truck; and
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