Avis 2010 Annual Report Download - page 622

(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 II 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 time
to any Group II Truck leased hereunder or any action or transaction by the Lessee or the Guarantor with respect thereto or pursuant to
this Agreement;
16.1.4. all out of pocket costs of the Lessor (including the fees and out of pocket expenses of counsel for the Lessor) in
connection with the execution, delivery and performance of this Agreement and the other Applicable Related Documents with
respect to any Group II Series of Notes;
16.1.5. all out of pocket costs and expenses (including reasonable attorneys’ fees and legal expenses) incurred by the Lessor or
the Trustee in connection with the administration, enforcement, waiver or amendment of this Agreement and any other Applicable
Related Documents with respect to any Group II Series of Notes and all indemnification obligations of the Lessor under the
Applicable Related Documents with respect to any Group II Series of Notes; and
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.
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 Lessee or the Guarantor, as applicable (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 the Lessee or the Guarantor, as applicable, shall be made while any Lease Event of Default shall have occurred and be continuing.
16.2. Reimbursement Obligation by the Lessee and the Guarantor . The Lessee and the 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, if so requested by the Lessee or the Guarantor, the Lessor or the relevant Indemnified Person shall submit to the Lessee or
the Guarantor, as applicable, a statement documenting any such demand for reimbursement or prepayment. To the extent that
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