Avis 2010 Annual Report Download - page 341

independently and without reliance upon the Administrative Agent or any other CP Conduit Purchaser, APA Bank or 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 CPF, the Lessee, the Guarantor and the Administrator and made its own decision
to enter into this Series Supplement. Each of the CP Conduit Purchasers, the APA Banks and the Funding Agents also represents that it will,
independently and without reliance upon the Administrative Agent or any other CP Conduit Purchaser, APA Bank or 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 Series Supplement and the other Series 2006-1 Related Documents, and to make such investigation as it
deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of CPF, the Lessee,
the Guarantor and the Administrator. Except for notices, reports and other documents expressly required to be furnished to the Funding Agents
by the Administrative Agent hereunder, the Administrative Agent shall have no duty or responsibility to provide any CP Conduit Purchaser, any
APA Bank or any Funding Agent with any credit or other information concerning the business, operations, property, condition (financial or
otherwise), prospects or creditworthiness of CPF, the Lessee, the Guarantor 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 10.7 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 CPF and the Administrator and without limiting the obligation of CPF and the Administrator to
do so), ratably according to their respective Commitment Percentages 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 terminated and the Purchaser Group Invested
Amounts shall have been reduced to zero, ratably in accordance with their Commitment Percentages immediately prior to such date of payment)
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 Series Supplement, any of the other Series 2006-1 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 10.8 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 CPF, the Administrator or any of their Affiliates as though the
Administrative Agent were not the Administrative Agent hereunder. With respect to any
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