Avis 2010 Annual Report Download - page 413

7. Transactions with Affiliates . In carrying out the foregoing duties or any of its other obligations under this Agreement, the
Administrator may enter into transactions or otherwise deal with any of its Affiliates; provided , however
, that the terms of any such transactions
or dealings shall be in accordance with any directions received from CPF and the Trustee and shall be, in the Administrator’s opinion, no less
favorable to the parties hereto than would be available from unaffiliated parties.
8. Indemnification . The Administrator shall indemnify and hold harmless CPF, the Trustee, the Noteholders of each Group I Series
of Notes and their respective directors, officers, agents and employees (collectively, the “ Indemnified Parties ”) from and against any loss,
liability, expense, damage or injury (a “ Loss ”) suffered or sustained by reason of any acts, omissions or alleged acts or omissions arising out of
the activities of the Administrator pursuant to this Agreement and the other Group I Related Documents, including but not limited to any
judgment, award, settlement, reasonable attorneys
’ fees and other costs or expenses incurred in connection with the defense of any actual or
threatened action, proceeding or claim; provided , however , that the Administrator shall not indemnify any Indemnified Party if such acts,
omissions or alleged acts or omissions constitute bad faith, negligence or willful misconduct by such Indemnified Party. The indemnity provided
herein shall survive the termination of this Agreement and the removal of the Administrator. In furtherance and not in limitation of the
foregoing, the Administrator shall indemnify and hold harmless each of the Indemnified Parties from and against any Losses arising out of or
relating to:
(i) any failure by the Administrator to perform its duties, covenants and obligations in accordance with the other provisions of this
Agreement or any other Group I Related Document to which it is a party;
(ii) the failure by the Administrator to comply with any applicable law, rule or regulation with respect to its activities as
Administrator hereunder; or
(iii) any representation or warranty made by the Administrator under or in connection with any Group I Related Document or any
report, certificate, information or other material provided by the Administrator to the Trustee or the Noteholders of any Group I Series of
Notes (including, without limitation, any Daily Report, Monthly Certificate or Monthly Noteholders’ Statement) (collectively, the “
Administrator Information ”), which shall have been false, incorrect or misleading in any material respect when made or deemed made.
9. Independence of the Administrator . Unless otherwise provided in the Group I Related Documents, the Administrator shall be an
independent contractor and shall not be subject to the supervision of CPF or the Trustee with respect to the manner in which it accomplishes the
performance of its obligations hereunder. Other than pursuant to Section 2(b) hereof, unless expressly authorized by the Trustee, the
Administrator shall have no authority to act for or represent the Trustee in any way and shall not otherwise be deemed an agent of the Trustee.
10. No Joint Venture . Nothing contained in this Agreement shall (i) constitute the Administrator and any of CPF and the Trustee (or
any other Person) as members of any
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