Common use of Corporate Existence; Reorganizations Clause in Contracts

Corporate Existence; Reorganizations. (a) The Servicer shall keep in full effect its existence and good standing as a corporation in the State of its incorporation 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 enable the Servicer to perform its duties under this Agreement, except where the failure to so qualify would not have a material adverse effect on the Trust Estate or the ability of the Servicer to perform its duties hereunder; provided, however, that the Servicer may reincorporate in another State, if to do so would be in the best interests of the Servicer and would not have a material adverse effect upon the Noteholders. (b) The Servicer shall not (i) convey, transfer or lease substantially all of its assets as an entirety to any Person, or (ii) merge or consolidate with another Person, unless such Person or the merged or consolidated entity acquires substantially all the assets of the Servicer, as an entirety and executes and delivers to the Issuer and the Trustee an agreement, in form and substance reasonably satisfactory to the Issuer and the Trustee, which contains an assumption by such Person or entity of the due and punctual performance and observance of each covenant and condition to be performed or observed by the Servicer, under this Agreement; provided that nothing herein shall prevent the Servicer from selling contracts and receivables which are not Assets pursuant to a receivables financing.

Corporate Existence; Reorganizations. (a) The Servicer and the Subservicer shall keep in full effect its their existence and good standing as a corporation corporations in the State of its their incorporation and will obtain and preserve its their qualification to do business as a foreign corporation corporations in each jurisdiction in which such qualification is or shall be necessary to enable the Servicer or the Subservicer to perform its their duties under this Agreement, except where the failure to so qualify would not have a material adverse effect on the Trust Estate or the ability of the Servicer or the Subservicer to perform its their duties hereunder; provided, however, that the Servicer and the Subservicer may reincorporate in another State, if to do so would be in the best interests of the Servicer or the Subservicer and would not have a material adverse effect upon the Noteholders. (b) The Neither the Servicer nor the Subservicer shall not (i) convey, transfer or lease substantially all of its assets as an entirety to any Person, or (ii) merge or consolidate with another Person, unless such Person or the merged or consolidated entity acquires substantially all the assets of the ServicerServicer or the Subservicer, as the case may be, as an entirety and executes and delivers to the Issuer and the Trustee an agreement, in form and substance reasonably satisfactory to the Issuer and the Trustee, which contains an assumption by such Person or entity of the due and punctual performance and observance of each covenant and condition to be performed or observed by the ServicerServicer or the Subservicer, as the case may be, under this Agreement; provided that nothing herein shall prevent the Servicer from selling contracts and receivables which are not Assets pursuant to a receivables financing.the

Corporate Existence; Reorganizations. (a) The Servicer and the Subservicer shall keep in full effect its their existence and good standing as a corporation corporations in the State of its their incorporation and will obtain and preserve its their qualification to do business as a foreign corporation corporations in each jurisdiction in which such qualification is or shall be necessary to enable the Servicer or the Subservicer to perform its their duties under this Agreement, except where the failure to so qualify would not have a material adverse effect on the any Series Trust Estate or the ability of the Servicer or the Subservicer to perform its their duties hereunder; provided, however, that the Servicer and the Subservicer may reincorporate in another State, if to do so would be in the best interests of the Servicer or the Subservicer and would not have a material adverse effect upon the Noteholders. (b) The Neither the Servicer nor the Subservicer shall not (i) convey, transfer or lease substantially all of its assets as an entirety to any Person, or (ii) merge or consolidate with another Person, unless such Person or the merged or consolidated entity acquires substantially all the assets of the ServicerServicer or the Subservicer, as the case may be, as an entirety and executes and delivers to the Issuer and the Trustee an agreement, in form and substance reasonably satisfactory to the Issuer and the Trustee, which contains an assumption by such Person or entity of the due and punctual performance and observance of each covenant and condition to be performed or observed by the ServicerServicer or the Subservicer, as the case may be, under this Agreement; provided that nothing herein shall prevent the Servicer from selling contracts and receivables which are not Purchased Assets pursuant to a receivables financing.

Corporate Existence; Reorganizations. (a) The Servicer shall keep in full effect its existence and good standing as a corporation in the State state of its incorporation 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 enable the Servicer to perform its duties under this Agreement, except where the failure to so qualify would not have a material adverse effect on the Trust Estate or the ability of the Servicer to perform its duties hereunder; provided, however, that the Servicer may reincorporate in another Statestate, if to do so would be in the best interests of the Servicer and would not have a material adverse effect upon the Noteholders. (b) The Servicer shall not (i) (other than pursuant to one or more additional lease financings) convey, transfer or lease substantially all of its assets as an entirety to any Person, or (ii) merge or consolidate with another Person, unless (A) such Person or the merged or consolidated entity acquires substantially all the assets of the Servicer, Servicer as an entirety and executes and delivers to the Contributor, the Issuer and the Trustee an agreement, in form and substance reasonably satisfactory to the Contributor, Issuer and the Trustee, which contains an assumption by such Person or entity of the due and punctual performance and observance of each covenant and condition to be performed or observed by the Servicer, Servicer under this Agreement; provided that nothing herein shall prevent Agreement and (B) the Servicer from selling contracts and receivables which are not Assets pursuant to has obtained the prior written consent of the Holders of a receivables financingmajority in principal amount of the Notes Outstanding.