Avis 2009 Annual Report Download - page 255

Agent, 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 such Funding 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, the Administrative Agent, or the
Administrator to perform its obligations hereunder or thereunder. Each Funding Agent shall not be under any obligation to the CP Conduit
Purchaser or any APA Bank in its Purchaser Group 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, the Administrative Agent, or the Administrator.
Section 10.4. Reliance by Each Funding Agent . Each Funding 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 such Funding Agent. Each Funding 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 Related Purchaser Group, as it deems
appropriate or it shall first be indemnified to its satisfaction by the Related Purchaser Group against any and all liability and expense which may
be incurred by it by reason of taking or continuing to take any such action.
Section 10.5. Notice of Administrator Default or Amortization Event or Potential Amortization Event
. Each Funding Agent shall not
be deemed to have knowledge or notice of the occurrence of any Amortization Event or Potential Amortization Event or any Administrator
Default unless such Funding Agent has received written notice from a CP Conduit Purchaser, an APA Bank, ABRCF, the Administrative Agent
or the Administrator referring to the Indenture or this Supplement, describing such Amortization Event or Potential Amortization Event, or
Administrator Default and stating that such notice is a “notice of an Amortization Event or Potential Amortization Event” or “notice of an
Administrator Default,” as the case may be. In the event that any Funding Agent receives such a notice, such Funding Agent shall give notice
thereof to the CP Conduit Purchaser and APA Banks in its Purchaser Group. Such Funding Agent shall take such action with respect to such
event as shall be reasonably directed by the CP Conduit Purchaser and APA Banks in its Purchaser Group, provided that unless and until such
Funding Agent shall have received such directions, such Funding Agent may (but shall not be obligated to) take such action, or refrain from
taking such action, with respect to such event as it shall deem advisable in the best interests of the CP Conduit Purchaser and APA Banks in its
Purchaser Group.
Section 10.6. Non-Reliance on Each Funding Agent and Other Purchaser Groups . Each CP Conduit Purchaser and each of the
related APA Banks expressly acknowledge that neither its Funding Agent nor any of its officers, directors, employees, agents, attorneys-in-fact
or Affiliates has made any representations or warranties to it and that no act by such Funding
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