Common use of Additional General Partner Clause in Contracts

Additional General Partner. (a) If a Trigger Event under subsection (b), (c), (d), (e), (f), (g), (h), (i), (j), (k), (l), (m) or (n) of Section 8.1 has occurred and is continuing, and if the General Partners have not exercised their right under Section 8.4, either Limited Partner shall be entitled to appoint an additional general partner to the Partnership (the “Additional General Partner") who shall serve in addition to the General Partners; provided, however, that at no time shall there be more than one Additional General Partner appointed. Notwithstanding the foregoing sentence, if a Trigger Event described in subsection 8.1(c) is a result solely of a Manufacturer ceasing to be an Eligible Manufacturer, then such a Trigger Event shall not give rise to a right of a Limited Partner to appoint an Additional General Partner. Any Additional General Partner appointed in accordance with this Section 8.3 shall neither be (i) a “non-resident” within the meaning of the Income Tax Act (Canada) nor (ii) a partnership that is not a “Canadian partnership” under subsection 102(1) of the Income Tax Act (Canada). Upon its appointment, the Additional General Partner shall agree in writing with each of the Limited Partners to become a general partner of the Partnership and to be bound by the provisions of this Agreement in the form attached hereto as Schedule H, make a capital contribution to the Partnership of at least $10.00 and carry out the functions that, in the absence of the Additional General Partner’s appointment, the General Partners would be obligated to carry out hereunder after a Trigger Event. In so doing, the Additional General Partner shall be bound to act in the best interest of the Partnership. The income entitlement of the Additional General Partner shall be set at a commercially marketable rate not to exceed 2% of the liquidation proceeds of Partnership Vehicles. Prior to appointing an Additional General Partner, the Limited Partner seeking to appoint such Additional General Partner shall obtain the approval of the other Limited Partner, such approval not to be unreasonably withheld. (b) Upon appointment of the Additional General Partner, the Additional General Partner shall control the Rental Account, the Vehicle Account, the VAT Account and all other assets of the Partnership, to the exclusion of the General Partners. For greater certainty, the General Partners will be entitled, after the appointment of an Additional General Partner, to the distributions payable to the General Partners under subsections 4.6(c) and 4.7(b). (c) Upon the appointment of the Additional General Partner, the General Partners agree to do all things and to take all steps to immediately effect the transfer of the management, control, administration and operation of the Partnership and assets, books, records and accounts thereof to the Additional General Partner, including the execution and delivery of all deeds, certificates, declarations and other documents which may be necessary or desirable to effect such change and to assign, transfer and convey all of the undertaking, property and assets of the Partnership to the Additional General Partner. Upon the appointment of an Additional General Partner, the Partnership shall release and hold harmless the General Partners from any costs, damages, liabilities or expenses suffered or incurred by the General Partners as a Table of Contents result of or arising out of events which occur in relation to the Partnership after such appointment. (d) Each General Partner hereby irrevocably nominates, constitutes and appoints each Limited Partner, with full power of substitution, as such General Partner’s agent and true and lawful attorney to act on its behalf with full power and authority in its name, place and stead to execute, swear to, acknowledge, deliver and record or file as and where required any document that the Additional General Partner determines to be necessary or desirable, in its sole opinion, in connection with the assignment from the General Partners to the Additional General Partner of the undertaking, property and assets of the Partnership as contemplated by subsection 8.3(c), including the assignment from the General Partners to the Additional General Partner of registered ownership of the Partnership Vehicles. The power of attorney granted herein is irrevocable and is a power coupled with an interest and extends to the successors and assigns of the General Partners. The General Partners agree to be bound by any representation or action made or taken by either Limited Partner pursuant to this power of attorney and hereby waive any and all defences which may be available to contest, negate or disaffirm the action of each Limited Partner taken in good faith under this power of attorney. The Limited Partners agree, as between them, that, unless they otherwise agree, neither Limited Partner will act under the powers of attorney granted by this subsection 8.3(d) without the approval of the other. (e) The Additional General Partner may (subject to the last sentence of this subsection 8.3(e)) retain one or more agents, managers or servicers (collectively, a “Servicer”) to assist the Additional General Partner in carrying out its functions and responsibilities hereunder but the compensation of the Servicer shall be the sole responsibility of the Additional General Partner and shall not be a Partnership Expense and the appointment by the Additional General Partner of a Servicer shall not relieve the Additional General Partner of any liabilities hereunder.

Additional General Partner. (a) If a Trigger Termination Event under subsection section (b), (c), (d), (e), (f), (g), (h), (i), (j), (ko), (lp), (mq) or (nr) of Section 8.1 section 8.2 has occurred and is continuing, and if the General Partners have not exercised their right under Section 8.4, either Limited Partner shall be entitled to appoint an additional general partner to the Partnership (the “Additional General Partner"”) who shall serve in addition to the General Partners; provided, however, that at no time shall there be more than one Additional General Partner appointedPartner. Notwithstanding the foregoing sentence, sentence if a Trigger Termination Event described in subsection 8.1(csection 8.2(c) is a result solely of a Manufacturer ceasing to be an Eligible Manufacturer, then such a Trigger Termination Event shall not give rise to a right of a the Limited Partner to appoint an Additional General Partner. Any Additional General Partner appointed in accordance with this Section 8.3 shall neither be (i) a “non-resident” within the meaning of the Income Tax Act (Canada) nor (ii) a partnership that is not a “Canadian partnership” under subsection 102(1) of the Income Tax Act (Canada). Upon its appointment, the Additional General Partner shall agree in writing with each of execute the Limited Partners to become a general partner of the Partnership and to be bound agreement contemplated by the provisions last sentence of this Agreement in the form attached hereto as Schedule Hsection 7.3, make a capital contribution Capital Contribution to the Partnership of at least $10.00 and carry out the functions that, in the absence of the Additional General Partner’s appointment, the General Partners Partner would be obligated to carry out hereunder after a Trigger Termination Event. In so doing, the Additional General Partner shall be bound to act in the best interest of the Partnership. The income entitlement of the Additional General Partner shall be set at a commercially marketable rate not to exceed 21% of the liquidation proceeds of Partnership Vehicles. Prior to appointing an . (a.1) The parties acknowledge that the AGP was appointed as Additional General PartnerPartner on September 28, 2001. The validity of such appointment is acknowledged by the General Partner notwithstanding that a Termination Event had not occurred as of that date. Notwithstanding its appointment and the provisions of section 8.4, the Limited Partner seeking to appoint such Additional General Partner shall obtain not, until there shall have occurred a Termination Event described in section (b), (c), (d), (e), (f), (g), (h), (i), (j), (o), (p), (q) or (r), of Section 8.2 and the approval Limited Partner shall have consented to the Additional General Partner so acting, (but shall if and after such Termination Event has occurred and such consent has been given) carry out the functions that, in the absence of the other Limited Additional General Partner’s appointment, the General Partner would be obligated to carry out hereunder. Until such approval not time, if ever, as such a Termination Event shall have occurred and such consent shall have been given, the fees of the Additional General Partner shall be paid by the General Partner at the rate agreed to by the Parties. After such a Termination Event shall have occurred and such consent shall have been given, the fee will be unreasonably withheldas set out in section 8.4(a). (b) Upon appointment of the Additional General Partner, the Additional General Partner shall control the Rental Account, the Vehicle Account, the VAT Account and all other assets of the Partnership, to the exclusion of the General PartnersPartner. For greater certainty, the General Partners Partner will be entitled, after the appointment of an Additional General Partner, to the distributions payable to the General Partners Partner under subsections 4.6(c) and 4.7(bsection 8.6(b). (c) Upon the appointment of the Additional General Partner, the General Partners agree to do all things and to take all steps to immediately effect the transfer of the management, control, administration and operation of the Partnership and assets, books, records and accounts thereof to the Additional General Partner, including the execution and delivery of all deeds, certificates, declarations and other documents which may be necessary or desirable to effect such change and to assign, transfer and convey all of the undertaking, property and assets of the Partnership to the Additional General Partner. Upon the appointment of an Additional General Partner, the Partnership shall release and hold harmless the General Partners from any costs, damages, liabilities or expenses suffered or incurred by the General Partners as a Table of Contents result of or arising out of events which occur in relation to the Partnership after such appointment. (d) Each The General Partner hereby irrevocably nominates, constitutes and appoints each the Limited Partner, with full power of substitution, as such the General Partner’s agent and true and lawful attorney to act on its behalf with full power and authority in its name, place and stead to execute, swear to, acknowledge, deliver and record or file as and where required any document that the Additional General Partner determines to be necessary or desirable, in its sole opinion, opinion in connection with or relating to the assignment transfer of registered ownership of any Partnership Vehicle from the General Partners Partner as general partner of the Partnership to the Additional General Partner as general partner of the undertaking, property and assets of the Partnership as contemplated by subsection 8.3(c), including the assignment from the General Partners to the Additional General Partner of registered ownership of the Partnership VehiclesPartnership. The power of attorney granted herein is irrevocable and is a power coupled with an interest and extends to the successors and assigns of the General PartnersPartner. The General Partners agree Partner agrees to be bound by any representation or action made or taken by either the Limited Partner pursuant to this power of attorney and hereby waive waives any and all defences which may be available to contest, negate or disaffirm the action of each the Limited Partner taken in good faith under this power of attorney. The Limited Partners agree, as between them, that, unless they otherwise agree, neither Limited Partner will act under the powers of attorney granted by this subsection 8.3(d) without the approval of the other. (ed) The Additional General Partner may (subject to the last sentence of this subsection 8.3(esection 8.4(d)) retain one or more agents, managers or servicers (collectively, a “Servicer”) to assist the Additional General Partner in carrying out its functions and responsibilities hereunder but the compensation of the Servicer shall be the sole responsibility of the Additional General Partner and shall not be a Partnership Expense and the appointment by the Additional General Partner of a Servicer shall not relieve the Additional General Partner of any liabilities hereunder. Unless the Additional General Partner has been approved as such by the Rating Agency, the Additional General Partner shall appoint a Servicer approved by the Rating Agency.