Common use of Appointment of Co-Agent or Separate Agent Clause in Contracts

Appointment of Co-Agent or Separate Agent. (a) Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Collateral may at the time be located, the Master Collateral Agent shall have the power and may execute and deliver all instruments to appoint one or more Person(s) to act as co-agent(s), or separate agent(s) for the benefit of the Creditors, and to vest in such Person(s), in such capacity, all rights hereunder with respect to the Collateral, or any part thereof, and, subject to the other provisions of this Section 7.7, such powers, duties, obligations, rights and trusts as the Master Collateral Agent may consider necessary or desirable. No co-agent or separate agent hereunder shall be required to meet the terms of eligibility as a successor Master Collateral Agent under this Section 7.7, and no notice to Creditors of the appointment of any co-agent or separate agent shall be required under Section 7.5. (b) Every separate agent and co-agent shall, to the extent permitted by Law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Master Collateral Agent set forth in the instrument of appointment shall be conferred or imposed upon and exercised or performed by the separate agent or the Master Collateral Agent and co-agent jointly (it being understood that a co-agent is not authorized to act separately without the Master Collateral Agent joining in such act, except to the extent that under any Law of any jurisdiction in which any particular act(s) are to be performed, the Master Collateral Agent shall be incompetent or unqualified to perform such act(s), in which event such rights, powers, duties and obligations (including the holding of rights with respect to the Collateral or any portion thereof in any such jurisdiction) shall be exercised and performed singly by the co-agent, but solely at the direction of the requisite Creditor Representatives); (ii) no agent hereunder shall be personally liable by reason of any act or omission of any other agent hereunder; and (iii) the Master Collateral Agent may at any time accept the resignation of or remove, in its sole discretion, any separate agent or co-agent. (c) Any notice, request or other writing given to the Master Collateral Agent shall be deemed to have been given to each of the then separate agents and co-agents, as effectively as if given to each of them. Every instrument appointing any separate agent or co-agent shall refer to this Agreement and the conditions of this Article VII. Each separate agent and co-agent, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Master Collateral Agent or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Master Collateral Agent. (d) Any separate agent or co-agent may at any time constitute the Master Collateral Agent as its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name. If any separate agent or co-agent shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Master Collateral Agent, to the extent permitted by Law, without the appointment of a new or successor agent. The Master Collateral Agent shall have no obligation to determine whether a co-agent or separate agent is legally required in any jurisdiction in which any portion of the Collateral may be located.

Appointment of Co-Agent or Separate Agent. (a) Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirement requirements of any jurisdiction in which any part of the Collateral or any 109 117 Financed Vehicle may at the time be located, the Master Collateral Agent Agent, with the consent of the Servicer shall have the power and may execute and deliver all instruments to appoint one or more Person(s) Persons approved by the Agent to act as co-agent(s)agent or co-agents, jointly with the Agent, or separate agent(s) for the benefit agent or separate agents, of all or any part of the CreditorsCollateral, and to vest in such Person(s)Person or Persons, in such capacitycapacity and for the benefit of the Investors, all rights hereunder with respect such title to the Collateral, or any part thereof, and, subject to the other provisions of this Section 7.719.10, such powers, duties, obligations, rights and trusts as the Master Collateral Servicer and the Agent may consider necessary or desirable. If the Servicer shall not have consented to such appointment within fifteen (15) days after the receipt by it of a request to do so, or if a Servicer Termination Event shall have occurred and be continuing, the consent of the Servicer shall not be required. No co-agent or separate agent hereunder under this Agreement shall be required to meet the terms of eligibility as a successor Master Collateral Agent agent under this Section 7.7, 19.6 and no notice to Creditors holders of Notes of the appointment of any co-agent or separate agent shall be required under Section 7.5. (b) 19.8. Every separate agent and co-agent shall, to the extent permitted by Lawlaw, be appointed and act subject to the following provisions and conditions: (i) all All rights, powers, duties and obligations conferred or imposed upon the Master Collateral Agent set forth in the instrument of appointment shall be conferred or imposed upon and exercised or performed by the Agent and such separate agent or the Master Collateral Agent and co-agent jointly (it being understood that a such separate agent or co-agent is not authorized to act separately without the Master Collateral Agent joining in such act), except to the extent that under any Law law of any jurisdiction in which any particular act(s) act or acts are to be performedperformed by the Agent, the Master Collateral Agent shall be incompetent or unqualified to perform such act(s)act or acts, in which event such rights, powers, duties and obligations (including the holding of rights with respect title to the Collateral or any portion thereof in any such jurisdiction) shall be exercised and performed singly by the such separate agent or co-agent, but solely at the direction of the requisite Creditor Representatives)Agent; (ii) no agent hereunder No trustee under this Agreement shall be personally liable by reason of any act or omission of any other agent hereunderunder this Agreement; and (iii) The Servicer and the Master Collateral Agent acting jointly may at any time accept the resignation of or remove, in its sole discretion, remove any separate agent or co-agent. (cb) Any notice, request or other writing given to the Master Collateral Agent shall be deemed to have been given to each of the then separate agents agent and co-agentsagent, as effectively as if given to each of them. Every instrument appointing any separate agent or co-agent shall refer to this Agreement and the conditions of this Article VIIXIX. Each separate agent and co-agent, upon its acceptance of the trusts 110 118 conferred, shall be vested with the estates or of property specified in its instrument of appointment, either jointly with the Master Collateral Agent or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Master Collateral Agent. Every such instrument shall be filed with the Agent and a copy thereof given to the servicer. (dc) Any separate agent or co-agent may may, at any time constitute the Master Collateral Agent as Agent, its agent or attorney-in-fact fact, with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name. If any separate agent or co-agent shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Master Collateral Agent, to the extent permitted by Lawlaw, without the appointment of a new or successor agent. The Master Collateral Agent shall have no obligation to determine whether a co-agent or separate agent is legally required in any jurisdiction in which any portion of the Collateral may be located.

Appointment of Co-Agent or Separate Agent. (a) Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Collateral may at the time be located, the Master Collateral Agent shall have the power and may execute and deliver all instruments to appoint one or more Person(s) to act as co-agent(s), or separate agent(s) for the benefit of the Creditors, and to vest in such Person(s), in such capacity, all rights hereunder with respect to the Collateral, or any part thereof, and, subject to the other provisions of this Section 7.7, such powers, duties, obligations, rights and trusts as the Master Collateral Agent may consider necessary or desirable. No co-agent or separate agent hereunder shall be required to meet the terms of eligibility as a successor Master Collateral Agent under this Section 7.7, and no notice to Creditors of the appointment of any co-agent or separate agent shall be required under Section 7.5. (b) Every separate agent and co-agent shall, to the extent permitted by Law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Master Collateral Agent set forth in the instrument of appointment shall be conferred or imposed upon and exercised or performed by the separate agent or the Master Collateral Agent and co-agent jointly (it being understood that a co-agent is not authorized to act separately without the Master Collateral Agent joining in such act, except to the extent that under any Law of any jurisdiction in which any particular act(s) are to be performed, the Master Collateral Agent shall be incompetent or unqualified to perform such act(s), in which event such rights, powers, duties and obligations (including the holding of rights with respect to the Collateral or any portion thereof in any such jurisdiction) shall be exercised and performed singly by the co-agent, but solely at the direction of the requisite Creditor Representatives); (ii) no agent hereunder shall be personally liable by reason of any act or omission of any other agent hereunder; and (iii) the Master Collateral Agent may at any time accept the resignation of or remove, in its sole discretion, any separate agent or co-agent. (c) Any notice, request or other writing given to the Master Collateral Agent shall be deemed to have been given to each of the then separate agents and co-agents, as effectively as if given to each of them. Every instrument appointing any separate agent or co-agent shall refer to this Agreement and the conditions of this Article VII. Each separate agent and co-agent, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Master Collateral Agent or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Master Collateral Agent. (d) Any separate agent or co-agent may at any time constitute the Master Collateral Agent as its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name. If any separate agent or co-agent shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Master Collateral Agent, to the extent permitted by Law, without the appointment of a new or successor agent. The Master Collateral Agent shall have no obligation to determine whether a co-agent or separate agent is legally required in any jurisdiction in which any portion of the Collateral may be located.successor