Avis 2009 Annual Report Download - page 251

Bank or any Funding Agent, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this
Supplement or otherwise exist against the Administrative Agent.
Section 9.2. Delegation of Duties . The Administrative Agent may execute any of its duties under this Supplement by or through
agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Administrative Agent
shall not be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care.
Section 9.3. Exculpatory Provisions . Neither the Administrative Agent nor any of its officers, directors, employees, agents,
attorneys-in-fact or Affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection
with the Base Indenture, this Supplement or any other Related Document (except to the extent that any of the foregoing are found by a final and
nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s own gross negligence or willful
misconduct) or (ii) responsible in any manner to any of the CP Conduit Purchasers, the APA Banks or the Funding Agents for any recitals,
statements, representations or warranties made by ABRCF, the Lessors, the Lessees, the Permitted Sublessees, the Intermediary, the
Administrator or any officer thereof contained in this Supplement or any other Related Document or in any certificate, report, statement or other
document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Supplement or any other
Related Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Supplement, any other Related
Document, or for any failure of any of ABRCF, the Lessors, the Lessees, the Permitted Sublessees, the Intermediary or the Administrator to
perform its obligations hereunder or thereunder. The Administrative Agent shall not be under any obligation to any CP Conduit Purchaser, any
APA Bank or any Funding Agent to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or
conditions of, this Supplement, any other Related Document or to inspect the properties, books or records of ABRCF, the Lessors, the Lessees,
the Permitted Sublessees, the Intermediary or the Administrator.
Section 9.4. Reliance by Administrative Agent . The Administrative Agent shall be entitled to rely, and shall be fully protected in
relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, telecopy, telex or teletype message, statement, order or other
document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and
upon advice and statements of legal counsel (including, without limitation, counsel to ABRCF or the Administrator), independent accountants
and other experts selected by the Administrative Agent. The Administrative Agent may deem and treat the registered holder of any Series 2009-
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Note as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the
Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Supplement or any
other Related Document unless it shall first receive such advice or concurrence of the Requisite Noteholders, as it deems appropriate or it shall
first be indemnified to its satisfaction by the Funding Agents against any and all liability and expense which may be incurred by it by reason of
taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or
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