Avis 2010 Annual Report Download - page 295

Purchaser Group Invested Amount with respect to such Purchaser Group during such Series 2006-1 Interest Period. The Commitment Fees shall
be due and payable monthly in arrears on each Distribution Date and on the date the Series 2006-1 Revolving Period terminates.
(f) Calculations of per annum rates under this Series Supplement shall be made on the basis of a 360- (or 365-/366- in the case of
interest on the Floating Tranche based on the Prime Rate) day year. Each determination of the Adjusted LIBO Rate by the Administrative Agent
shall be conclusive and binding upon each of the parties hereto in the absence of manifest error.
Section 3.7 Indemnification by CPF .
(a) CPF agrees to indemnify and hold harmless the Trustee, the Administrative Agent, each Funding Agent, each CP Conduit
Purchaser, each APA Bank and each of their respective officers, directors, agents and employees (each, a “ Company Indemnified Person ”)
from and against any loss, liability, expense, damage or injury suffered or sustained by (a “ Claim ”) such Company Indemnified Person by
reason of (i) any acts, omissions or alleged acts or omissions arising out of, or relating to, activities of CPF pursuant to the Indenture or the other
Series 2006-1 Related Documents to which it is a party, (ii) a breach of any representation or warranty made or deemed made by CPF (or any of
its officers) in the Indenture or other Series 2006-1 Related Document or (iii) a failure by CPF to comply with any applicable law or regulation
or to perform its covenants, agreements, duties or obligations required to be performed or observed by it in accordance with the provisions of the
Indenture or the other Series 2006-1 Related Documents, including, but not limited to, any judgment, award, settlement, reasonable attorneys’
fees and other reasonable costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim,
except to the extent such loss, liability, expense, damage or injury resulted from the negligence, bad faith or willful misconduct of such
Company Indemnified Person or its officers, directors, agents, principals, employees or employers or includes any Excluded Taxes; provided
that any payments made by CPF pursuant to this Section 3.7 shall be made solely from funds available pursuant to Section 5.3(e), shall be non-
recourse other than with respect to such funds, and shall not constitute a claim against CPF to the extent that such funds are insufficient to make
such payment. The indemnification provided for in this Section 3.7(a) shall survive the termination of the Base Indenture, this Series Supplement
or any Applicable Related Document with respect to any Group I Series of Notes.
(b) CPF hereby agrees to indemnify and hold harmless each Series 2006-1 Noteholder (including its respective directors, officers,
employees and agents) from and against any and all losses, liabilities (including liabilities for penalties), claims, demands, actions, suits,
judgments, reasonable out
-of-pocket costs and expenses arising out of or resulting from the assignments and security interests granted by this
Indenture, whether arising by virtue of any act or omission on the part of CPF or otherwise, including, without limitation, the reasonable out-of-
pocket costs, expenses, and disbursements (including reasonable attorneys’ fees and expenses) incurred by such Series 2006-1 Noteholder in
enforcing this Indenture or preserving any of its rights to, or realizing upon, any of the Collateral or Group I Collateral; provided , however , the
foregoing indemnification shall not extend to any action by any Series 2006-1 Noteholder which constitutes gross negligence or willful
misconduct by such Series 2006-1 Noteholder. The
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