Avis 2009 Annual Report Download - page 261

therefrom, and that any and all personal liability for breaches by such CP Conduit Purchaser of any of such obligations, covenants or agreements,
either at common law or at equity, or by statute, rule or regulation, of every such incorporator, stockholder, member, officer, director, employee
or agent is hereby expressly waived as a condition of and in consideration for the execution of this Supplement; provided
that the foregoing shall
not relieve any such Person from any liability it might otherwise have as a result of fraudulent actions taken or omissions made by them. The
provisions of this Section 11.5 shall survive termination of this Supplement.
Section 11.6. Costs and Expenses . ABRCF agrees to pay on demand (x) all reasonable out-of-pocket costs and expenses of the
Administrative Agent (including, without limitation, reasonable fees and disbursements of counsel to the Administrative Agent) and of each
Purchaser Group (including in connection with the preparation, execution and delivery of this Supplement the reasonable fees and disbursements
of one counsel, other than counsel to the Administrative Agent, for all such Purchaser Groups) in connection with (i) the preparation, execution
and delivery of this Supplement and the other Related Documents and any amendments or waivers of, or consents under, any such documents
and (ii) the enforcement by the Administrative Agent or any Funding Agent of the obligations and liabilities of ABRCF, the Lessors, the
Lessees, the Permitted Sublessees, the Intermediary and the Administrator under the Indenture, this Supplement, the other Related Documents or
any related document and all costs and expenses, if any (including reasonable counsel fees and expenses), in connection with the enforcement of
this Agreement and the other Related Documents and (y) all reasonable out of pocket costs and expenses of the Administrative Agent (including,
without limitation, reasonable fees and disbursements of counsel to the Administrative Agent) in connection with the administration of this
Supplement and the other Related Documents. Any payments made by ABRCF pursuant to this Section 11.6 shall be made solely from funds
available in the Series 2009-3 Distribution Account for the payment of Article VII Costs, shall be non-recourse other than with respect to such
funds, and shall not constitute a claim against ABRCF to the extent that insufficient funds exist to make such payment. The agreements in this
Section shall survive the termination of this Supplement and the Base Indenture and the payment of all amounts payable hereunder and
thereunder.
Section 11.7. Exhibits . The following exhibits attached hereto supplement the exhibits included in the Base Indenture.
Section 11.8. Ratification of Base Indenture . As supplemented by this Supplement, the Base Indenture is in all respects ratified and
confirmed and the Base Indenture
89
Exhibit A
:
Form of Variable Funding Note
Exhibit B
:
Form of Increase Notice
Exhibit C
:
Form of Consent
Exhibit D
:
Form of Series 2009
-
3 Demand Note
Exhibit E
:
Form of Series 2009
-
3 Letter of Credit
Exhibit F
:
Form of Lease Payment Deficit Notice
Exhibit G
:
Form of
Demand Notice
Exhibit H
:
Form of Transfer Supplement
Exhibit I
:
Form of Purchaser Group Supplement
Exhibit J
:
Canadian Variable Funding Note Facility Term Sheet