Common use of Corporate Existence; Merger; Consolidation, etc Clause in Contracts

Corporate Existence; Merger; Consolidation, etc. (a) The Company will keep in full effect its existence, rights and franchises as a corporation under the laws of the State of Delaware, and will obtain and preserve its qualification to do business as a foreign corporation in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes or any of the Leases. (b) The Company shall at all times observe and comply in all material respects with (i) all laws applicable to it, (ii) all requirements of law in the declaration and payment of dividends on its capital stock, and (iii) all requisite and appropriate corporate and other formalities (including without limitation meetings of the Company's board of directors and, if required by law, its charter or otherwise, meetings and votes of the shareholders of the Company to authorize corporate action) in the management of its business and affairs and the conduct of the transactions contemplated hereby and by the Underwriting Agreement and the Sales and Servicing Agreement. (c) The Company shall not issue or register the transfer of any of its capital stock to any Person other than Copelco and will deliver any certificate of such stock so issued to the Trustee in accordance with Section 7.02 of the Sales and Servicing Agreement. (d) The Company shall not (i) consolidate or merge with or into any other Person or convey or transfer its properties and assets substantially as an entirety to any other Person or (ii) commingle its assets with those of any other Person. (e) At least one director of the Company shall at all times be a person who is not, and for five years prior to such individual's election as a director shall not have been, a director, officer, employee or 10% beneficial owner of the outstanding shares of common stock of its parent institution or any of its Affiliates. (f) The Company will, at all times, (i) maintain (A) corporate books and records separate from those of any other Person and (B) minutes of the meetings and other proceedings of its shareholders and board of directors; (ii) continuously maintain the resolutions, agreements and other instruments underlying the transactions contemplated hereby and by the Sales and Servicing Agreement as official records of the Company; (iii) act solely in its corporate name and through its duly authorized officers or agents to maintain an arm's-length relationship with Copelco and its Affiliates and (iv) pay all of its operating expenses and liabilities from its own funds. (g) The Company shall conduct its business solely in its own name so as to not mislead others as to the identity of the corporation with which those others are concerned, and particularly will use its best efforts to avoid the appearance of conducting business on behalf of Copelco or any of its Affiliates or that the assets of the Company are available to pay the creditors of Copelco or any of its Affiliates. Without limiting the generality of the foregoing, all oral and written communications, including without limitation letters, invoices, purchase orders, contracts, statements and loan applications, will be made solely in the name of the Company.

Corporate Existence; Merger; Consolidation, etc. (a) The Company Issuer will keep in full effect its existence, rights and franchises as a corporation business trust under the laws of the State of Delaware, and will obtain and preserve its qualification to do business as a foreign corporation entity in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes or any of the Leases. (b) The Company shall at all times observe and comply in all material respects with (i) all laws applicable to it, (ii) all requirements of law in the declaration and payment of dividends on its capital stock, and (iii) all requisite and appropriate corporate and other formalities (including without limitation meetings of the Company's board of directors and, if required by law, its charter or otherwise, meetings and votes of the shareholders of the Company to authorize corporate action) in the management of its business and affairs and the conduct of the transactions contemplated hereby and by the Underwriting Agreement and the Sales and Servicing Agreement. (c) The Company Issuer shall not issue or register the transfer of any of its capital stock to any Person other than Copelco and will deliver any certificate of such stock so issued to the Trustee in accordance with Section 7.02 of the Sales and Servicing Agreement. (d) The Company shall not (i) consolidate or merge with or into any other Person, unless: (i) the Person (if other than the Issuer) formed by or surviving such consolidation or merger shall be a Person organized and existing under the laws of the United States of America or any State and shall expressly assume, by an indenture supplemental hereto, executed and delivered to Indenture Trustee, in form satisfactory to Indenture Trustee, the due and punctual payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of Issuer to be performed or observed, all as provided herein; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction; (iv) Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to Indenture Trustee) to the effect that such transaction will not have any material adverse tax consequence to Issuer, any Noteholder or any Certificateholder; (v) any action that is necessary to maintain the Lien and security interest created by this Indenture shall have been taken; and (vi) Issuer shall have delivered to Indenture Trustee an Officers' Certificate and an Opinion of Counsel each stating that such consolidation or merger and such supplemental indenture comply with this Article VIII and that all conditions precedent herein provided for relating to such transaction have been complied with (including any filing required by the Exchange Act). (c) Issuer shall not convey or transfer any of its properties or assets, including those included in the Trust Estate, to any Person, unless: (i) the Person that acquires by conveyance or transfer the properties and assets substantially of Issuer the conveyance or transfer of which is hereby restricted shall: (A) be a United States citizen or a Person organized and existing under the laws of the United States of America or any State, (B) expressly assumes, by an indenture supplemental hereto, executed and delivered to Indenture Trustee, in form satisfactory to Indenture Trustee, the due and punctual payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of Issuer to be performed or observed, all as an entirety provided herein, (C) expressly agrees by means of such supplemental indenture that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights of Holders of the Notes, (D) unless otherwise provided in such supplemental indenture, expressly agrees to indemnify, defend and hold harmless Issuer against and from any loss, liability or expense arising under or related to this Indenture and the Notes and (E) expressly agrees by means of such supplemental indenture that such Person (or if a group of Persons, then one specified Person) shall make all filings with the Commission (and any other Person or appropriate Person) required by the Exchange Act in connection with the Notes; (ii) commingle its assets with those of any other Person. (e) At least one director of the Company shall at all times be a person who is not, and for five years prior immediately after giving effect to such individual's election as a director transaction, no Default or Event of Default shall not have been, a director, officer, employee or 10% beneficial owner of the outstanding shares of common stock of its parent institution or any of its Affiliates.occurred and be continuing; (f) The Company will, at all times, (i) maintain (A) corporate books and records separate from those of any other Person and (B) minutes of the meetings and other proceedings of its shareholders and board of directors; (ii) continuously maintain the resolutions, agreements and other instruments underlying the transactions contemplated hereby and by the Sales and Servicing Agreement as official records of the Company; (iii) act solely in its corporate name and through its duly authorized officers or agents the Rating Agency Condition shall have been satisfied with respect to maintain an arm's-length relationship with Copelco and its Affiliates and such transaction; (iv) pay all Issuer shall have received an Opinion of its operating expenses Counsel (and liabilities from its own funds.shall have delivered copies thereof to Indenture Trustee) to the effect that such transaction will not have any material adverse tax consequence to Issuer, any Noteholder or any Certificateholder; (gv) The Company any action that is necessary to maintain the Lien and security interest created by this Indenture shall conduct its business solely in its own name so as have been taken; and (vi) Issuer shall have delivered to not mislead others as Indenture Trustee an Officers' Certificate and an Opinion of Counsel each stating that such conveyance or transfer and such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with (including any filing required by the identity of the corporation with which those others are concerned, and particularly will use its best efforts to avoid the appearance of conducting business on behalf of Copelco or any of its Affiliates or that the assets of the Company are available to pay the creditors of Copelco or any of its Affiliates. Without limiting the generality of the foregoing, all oral and written communications, including without limitation letters, invoices, purchase orders, contracts, statements and loan applications, will be made solely in the name of the CompanyExchange Act).

Corporate Existence; Merger; Consolidation, etc. (a) The Company will keep in full effect its existence, rights and franchises as a corporation under the laws of the State of Delaware, and will obtain and preserve its qualification to do business as a foreign corporation in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes or any of the Leases. (b) The Company shall at all times observe and comply in all material respects with (i) all laws applicable to it, (ii) all requirements of law in the declaration and payment of dividends on its capital stock, and (iii) all requisite and appropriate corporate and other formalities (including without limitation meetings of the Company's board of directors and, if required by law, its charter or otherwise, meetings and votes of the shareholders of the Company to authorize corporate action) in the management of its business and affairs and the conduct of the transactions contemplated hereby and by the Underwriting Agreement and the Sales and Servicing Agreement. (c) The Company shall not issue or register the transfer of any of its capital stock to any Person other than Copelco and will deliver any certificate of such stock so issued to the Trustee in accordance with Section 7.02 of the Sales and Servicing Agreement. (d) The Company shall not (i) consolidate or merge with or into any other Person or convey or transfer its properties and assets substantially as an entirety to any other Person or (ii) commingle its assets with those of any other Person. (e) At least one director two directors of the Company shall at all times be a person people who is are not, and for five years prior to such individual's individuals' election as a director shall not have been, a director, officer, employee or 10% beneficial owner of the outstanding shares of common stock of its parent institution or any of its Affiliates. (f) The Company will, at all times, (i) maintain (A) corporate books and records separate from those of any other Person and (B) minutes of the meetings and other proceedings of its shareholders and board of directors; (ii) continuously maintain the resolutions, agreements and other instruments underlying the transactions contemplated hereby and by the Sales and Servicing Agreement as official records of the Company; (iii) act solely in its corporate name and through its duly authorized officers or agents to maintain an arm's-length relationship with Copelco and its Affiliates and (iv) pay all of its operating expenses and liabilities from its own funds. (g) The Company shall conduct its business solely in its own name so as to not mislead others as to the identity of the corporation with which those others are concerned, and particularly will use its best efforts to avoid the appearance of conducting business on behalf of Copelco or any of its Affiliates or that the assets of the Company are available to pay the creditors of Copelco or any of its Affiliates. Without limiting the generality of the foregoing, all oral and written communications, including without limitation letters, invoices, purchase orders, contracts, statements and loan applications, will be made solely in the name of the Company.

Corporate Existence; Merger; Consolidation, etc. (a) The Company Issuer will keep in full effect its existence, rights and franchises as a corporation trust under the laws of the State of DelawareNew York, and will obtain and preserve its qualification to do business as a foreign corporation entity in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes or any of the Leases. (b) The Company shall at all times observe and comply in all material respects with (i) all laws applicable to it, (ii) all requirements of law in the declaration and payment of dividends on its capital stock, and (iii) all requisite and appropriate corporate and other formalities (including without limitation meetings of the Company's board of directors and, if required by law, its charter or otherwise, meetings and votes of the shareholders of the Company to authorize corporate action) in the management of its business and affairs and the conduct of the transactions contemplated hereby and by the Underwriting Agreement and the Sales and Servicing Agreement. (c) The Company Issuer shall not issue or register the transfer of any of its capital stock to any Person other than Copelco and will deliver any certificate of such stock so issued to the Trustee in accordance with Section 7.02 of the Sales and Servicing Agreement. (d) The Company shall not (i) consolidate or merge with or into any other Person, unless: (i) the Person (if other than the Issuer) formed by or surviving such consolidation or merger shall be a Person organized and existing under the laws of the United States of America or any State and shall expressly assume, by an indenture supplemental hereto, executed and delivered to Indenture Trustee, in form satisfactory to Indenture Trustee, the due and punctual payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of Issuer to be performed or observed, all as provided herein; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction; (iv) Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to Indenture Trustee) to the effect that such transaction will not have any material adverse tax consequence to Issuer, any Noteholder or any Certificateholder; (v) any action that is necessary to maintain the Lien and security interest created by this Indenture shall have been taken; and (vi) Issuer shall have delivered to Indenture Trustee an Officers' Certificate and an Opinion of Counsel each stating that such consolidation or merger and such supplemental indenture comply with this Article VIII and that all conditions precedent herein provided for relating to such transaction have been complied with (including any filing required by the Exchange Act). (c) Issuer shall not convey or transfer any of its properties or assets, including those included in the Trust Estate, to any Person, unless: (i) the Person that acquires by conveyance or transfer the properties and assets substantially of Issuer the conveyance or transfer of which is hereby restricted shall: (A) be a United States citizen or a Person organized and existing under the laws of the United States of America or any State, (B) expressly assumes, by an indenture supplemental hereto, executed and delivered to Indenture Trustee, in form satisfactory to Indenture Trustee, the due and punctual payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of Issuer to be performed or observed, all as an entirety provided herein, (C) expressly agrees by means of such supplemental indenture that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights of Holders of the Notes, (D) unless otherwise provided in such supplemental indenture, expressly agrees to indemnify, defend and hold harmless Issuer against and from any loss, liability or expense arising under or related to this Indenture and the Notes and (E) expressly agrees by means of such supplemental indenture that such Person (or if a group of Persons, then one specified Person) shall make all filings with the Commission (and any other Person or appropriate Person) required by the Exchange Act in connection with the Notes; (ii) commingle its assets with those of any other Person. (e) At least one director of the Company shall at all times be a person who is not, and for five years prior immediately after giving effect to such individual's election as a director transaction, no Default or Event of Default shall not have been, a director, officer, employee or 10% beneficial owner of the outstanding shares of common stock of its parent institution or any of its Affiliates.occurred and be continuing; (f) The Company will, at all times, (i) maintain (A) corporate books and records separate from those of any other Person and (B) minutes of the meetings and other proceedings of its shareholders and board of directors; (ii) continuously maintain the resolutions, agreements and other instruments underlying the transactions contemplated hereby and by the Sales and Servicing Agreement as official records of the Company; (iii) act solely in its corporate name and through its duly authorized officers or agents the Rating Agency Condition shall have been satisfied with respect to maintain an arm's-length relationship with Copelco and its Affiliates and such transaction; (iv) pay all Issuer shall have received an Opinion of its operating expenses Counsel (and liabilities from its own funds.shall have delivered copies thereof to Indenture Trustee) to the effect that such transaction will not have any material adverse tax consequence to Issuer, any Noteholder or any Certificateholder; (gv) The Company any action that is necessary to maintain the Lien and security interest created by this Indenture shall conduct its business solely in its own name so as have been taken; and (vi) Issuer shall have delivered to not mislead others as Indenture Trustee an Officers' Certificate and an Opinion of Counsel each stating that such conveyance or transfer and such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with (including any filing required by the identity of the corporation with which those others are concerned, and particularly will use its best efforts to avoid the appearance of conducting business on behalf of Copelco or any of its Affiliates or that the assets of the Company are available to pay the creditors of Copelco or any of its Affiliates. Without limiting the generality of the foregoing, all oral and written communications, including without limitation letters, invoices, purchase orders, contracts, statements and loan applications, will be made solely in the name of the CompanyExchange Act).

Corporate Existence; Merger; Consolidation, etc. (a) The Company Issuer will keep in full effect its existence, rights rights, and franchises as a corporation under the laws of the State of [Delaware], and will obtain and preserve its qualification to do business as a foreign corporation in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes Notes, or any of the LeasesContracts. (b) The Company Issuer shall at all times observe and comply in all material respects with (i) all laws laws, regulations and court orders applicable to it, (ii) all requirements of law in the declaration and payment of dividends on its capital stockCapital Stock, and (iii) all requisite and appropriate corporate and other formalities (including including, without limitation limitation, annual and all other appropriate meetings of the CompanyIssuer's board of directors and, if required by law, its charter or otherwise, meetings and votes of the shareholders of the Company to authorize corporate action) in the management of its business and affairs and the conduct of the transactions contemplated hereby and by the Underwriting Note Agreement and the Sales and Servicing Receivables Acquisition Agreement. (c) The Company Issuer shall not issue or register the transfer of any of its capital stock Capital Stock to any Person other than Copelco and will deliver any certificate of such stock so issued to the Trustee in accordance with Section 7.02 of the Sales and Servicing AgreementOriginator. (d) The Company Issuer shall not (i) consolidate or merge with or into any other Person or convey or transfer its properties and assets substantially as an entirety to any other Person except under or in compliance with this Indenture or (ii) commingle any of its funds or other assets with those of any other Person. (e) At least one director of the Company shall at all times be a person who is not, and for five years prior to such individual's election as a director shall not have been, a director, officer, employee or 10% beneficial owner of the outstanding shares of common stock of its parent institution or any of its Affiliates. (f) The Company Issuer will, at all times, (i) maintain (A) corporate and financial books and records separate from those of any other Person and (B) minutes of the meetings and other proceedings of its shareholders and board of directors; (ii) continuously maintain the resolutions, agreements and other instruments underlying the transactions contemplated hereby and by the Sales Note Agreement and Servicing the Receivables Acquisition Agreement as official records of the CompanyIssuer; (iii) act solely in its corporate name and through its duly authorized officers or agents to maintain an arm's-length relationship with Copelco the Originator and its Affiliates and Affiliates; (iv) pay all of its operating expenses and liabilities from its own funds; (v) maintain an office separate from that of the Originator on the premises currently rented by the Originator; and (vi) transact the majority of its business with entities that are not Affiliates of the Originator. (gf) The Company Issuer shall conduct its business solely in its own name so as to not mislead others as to the identity of the corporation with which those others are concerned, and particularly will use its best efforts to avoid the appearance of conducting business on behalf of Copelco the Originator or any of its Affiliates or that the assets of the Company Issuer are available to pay the creditors of Copelco the Originator or any of its Affiliates. Without limiting the generality of the foregoing, all oral and written communications, including without limitation limitation, letters, invoices, purchase orders, contracts, statements and loan applications, will be made solely in the name of the CompanyIssuer. (g) The Issuer will be operated so as not to be substantively consolidated with the Originator.