Avis 2009 Annual Report Download - page 254

Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the
part of such former Administrative Agent or any of the parties to this Supplement. If no successor administrative agent has accepted appointment
as Administrative Agent prior to the effective date of the resignation of the Administrative Agent, the retiring Administrative Agent may
appoint, after consulting with the Funding Agents, the Administrator and ABRCF, a successor Administrative Agent from among the Funding
Agents. If no successor Administrative Agent has accepted appointment by the date which is thirty (30) days following a retiring Administrative
Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the
Administrator shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Requisite
Noteholders appoint a successor agent as provided for above. After any retiring Administrative Agent
’s resignation as Administrative Agent, the
provisions of this Article IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under
this Supplement.
ARTICLE X
THE FUNDING AGENTS
Section 10.1. Appointment . Each CP Conduit Purchaser and each APA Bank with respect to such CP Conduit Purchaser hereby
irrevocably designates and appoints the Funding Agent set forth next to such CP Conduit Purchaser’s name on Schedule I as the agent of such
Person under this Supplement and irrevocably authorizes such Funding Agent, in such capacity, to take such action on its behalf under the
provisions of this Supplement and to exercise such powers and perform such duties as are expressly delegated to such Funding Agent by the
terms of this Supplement, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary
elsewhere in this Supplement, each Funding Agent shall not have any duties or responsibilities except those expressly set forth herein, or any
fiduciary relationship with any CP Conduit Purchaser or APA Bank and no implied covenants, functions, responsibilities, duties, obligations or
liabilities shall be read into this Supplement or otherwise exist against each Funding Agent.
Section 10.2. Delegation of Duties . Each Funding 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. Each Funding Agent shall not be
responsible to the CP Conduit Purchaser or any APA Bank in its Purchaser Group for the negligence or misconduct of any agents or attorneys in-
fact selected by it with reasonable care.
Section 10.3. Exculpatory Provisions . Each Funding Agent and any of its officers, directors, employees, agents, attorneys-in-fact or
Affiliates shall not 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 and/or APA Banks for any recitals, statements, representations or warranties
made by ABRCF, the Lessors, the Lessees, the Permitted Sublessees, the Intermediary, the Administrator, the Administrative
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