Avis 2009 Annual Report Download - page 256

Agent hereinafter taken, including any review of the affairs of ABRCF, the Lessors, the Lessees, the Permitted Sublessees, the Intermediary, the
Administrative Agent, or the Administrator shall be deemed to constitute any representation or warranty by such Funding Agent to any such
Person. Each CP Conduit Purchaser and each of the related APA Banks represents to its Funding Agent that it has, independently and without
reliance upon such Funding Agent and based on such documents and information as it has deemed appropriate, made its own appraisal of and
investigation into the business, operations, property, financial and other condition and creditworthiness of ABRCF, the Lessors, the Lessees, the
Permitted Sublessees, the Intermediary, the Administrative Agent, and the Administrator and made its own decision to enter into this
Supplement. Each CP Conduit Purchaser and each of the related APA Banks also represents that it will, independently and without reliance upon
its Funding Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit
analysis, appraisals and decisions in taking or not taking action under this Supplement and the other Related Documents, and to make such
investigation as it deems necessary to inform itself as to the business, operations, property, financial and other conditions and creditworthiness of
ABRCF, the Lessors, the Lessees, the Permitted Sublessees, the Intermediary, the Administrative Agent, and the Administrator.
Section 10.7. Indemnification . Each APA Bank in a Purchaser Group agrees to indemnify its Funding 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 its respective APA Bank Percentage in effect on the date on which indemnification is sought under this Section 10.7 (or if
indemnification is sought after the date upon which the Commitments shall have been terminated, ratably in accordance with its APA Bank
Percentage at the time of 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 such Funding
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 such Funding Agent under or in
connection with any of the foregoing; provided that no APA Bank 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 such related Funding Agent’s gross negligence or willful misconduct. The agreements in
this Section shall survive the payment of all amounts payable hereunder.
ARTICLE XI
GENERAL
Section 11.1. Successors and Assigns . (a) This Supplement shall be binding upon and inure to the benefit of the parties hereto and
their respective successors and assigns, except that ABRCF may not assign or transfer any of its rights under this Supplement without the prior
written consent of all of the Series 2009-3 Noteholders, no CP Conduit Purchaser may assign or transfer any of its rights under this Supplement
other than in accordance with the Asset Purchase Agreement with respect to such CP Conduit Purchaser or otherwise to the APA Bank
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