Avis 2009 Annual Report Download - page 253

information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of ABRCF, the
Lessors, the Lessees, the Permitted Sublessees, the Intermediary or the Administrator which may come into the possession of the Administrative
Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates.
Section 9.7. Indemnification . Each of the APA Banks in a Purchaser Group agrees to indemnify the Administrative Agent in its
capacity as such (to the extent not reimbursed by ABRCF and the Administrator and without limiting the obligation of ABRCF and the
Administrator to do so), ratably according to their respective Commitment Percentages (or, if indemnification is sought after the date upon which
the Commitments shall have terminated, ratably in accordance with their respective Purchaser Group Invested Amounts) in effect on the date on
which indemnification is sought under this Section 9.7 (or if indemnification is sought after the date upon which the Commitments shall have
terminated and the Purchaser Group Invested Amounts shall have been reduced to zero, ratably in accordance with their Commitment
Percentages immediately prior to their termination) from and against any and all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements of any kind whatsoever which may at any time be imposed on, incurred by or asserted against
the Administrative Agent in any way relating to or arising out of this Supplement, any of the other Related Documents or any documents
contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the
Administrative Agent under or in connection with any of the foregoing; provided that no APA Bank or Funding Agent shall be liable for the
payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that
are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the Administrative Agent’s gross
negligence or willful misconduct. The agreements in this Section shall survive the payment of all amounts payable hereunder.
Section 9.8. The Administrative Agent in Its Individual Capacity . The Administrative Agent and its Affiliates may make loans to,
accept deposits from and generally engage in any kind of business with ABRCF, the Administrator or any of their Affiliates as though the
Administrative Agent were not the Administrative Agent hereunder. With respect to any Series 2009-3 Note held by the Administrative Agent,
the Administrative Agent shall have the same rights and powers under this Supplement and the other Related Documents as any APA Bank or
Funding Agent and may exercise the same as though it were not the Administrative Agent, and the terms “APA Bank,” and “Funding Agent”
shall include the Administrative Agent in its individual capacity.
Section 9.9. Resignation of Administrative Agent; Successor Administrative Agent . The Administrative Agent may resign as
Administrative Agent at any time by giving 30 days’ notice to the Funding Agents, the Trustee, ABRCF and the Administrator. If DBNY shall
resign as Administrative Agent under this Supplement, then the Requisite Noteholders shall appoint a successor administrative agent from
among the Funding Agents, which successor administrative agent shall be approved by ABRCF and the Administrator (which approval shall not
be unreasonably withheld or delayed) whereupon such successor agent shall succeed to the rights, powers, and duties of the Administrative
Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former
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