Corporate Formalities The Borrower will strictly observe limited liability company formalities in its dealings with the Servicer, the Parent, the Performance Guarantor, the Originators or any Affiliates thereof, and funds or other assets of the Borrower will not be commingled with those of the Servicer, the Parent, the Performance Guarantor, the Originators or any Affiliates thereof except as permitted by this Agreement in connection with servicing the Pool Receivables. The Borrower shall not maintain joint bank accounts or other depository accounts to which the Servicer, the Parent, the Performance Guarantor, the Originators or any Affiliate thereof (other than the Servicer solely in its capacity as such) has independent access. The Borrower is not named, and has not entered into any agreement to be named, directly or indirectly, as a direct or contingent beneficiary or loss payee on any insurance policy with respect to any loss relating to the property of the Servicer, the Parent, the Performance Guarantor, the Originators or any Subsidiaries or other Affiliates thereof. The Borrower will pay to the appropriate Affiliate the marginal increase or, in the absence of such increase, the market amount of its portion of the premium payable with respect to any insurance policy that covers the Borrower and such Affiliate.
Corporate Structure The corporate structure, capital structure and other material debt instruments, material accounts and governing documents of the Borrowers and their Affiliates shall be acceptable to the Administrative Agent in its sole discretion.
Corporate Changes Neither Borrower nor any Subsidiary shall change its corporate name, legal form or jurisdiction of formation without twenty (20) days’ prior written notice to Agent. Neither Borrower nor any Subsidiary shall suffer a Change in Control. Neither Borrower nor any Subsidiary shall relocate its chief executive office or its principal place of business unless: (i) it has provided prior written notice to Agent; and (ii) such relocation shall be within the continental United States. Neither Borrower nor any Subsidiary shall relocate any item of Collateral (other than (x) sales of Inventory in the ordinary course of business, (y) relocations of Equipment having an aggregate value of up to $150,000 in any fiscal year, and (z) relocations of Collateral from a location described on Exhibit C to another location described on Exhibit C) unless (i) it has provided prompt written notice to Agent, (ii) such relocation is within the continental United States and, (iii) if such relocation is to a third party bailee, it has delivered a bailee agreement in form and substance reasonably acceptable to Agent.
Corporate (a) Seller is a corporation duly organized, validly existing and in good standing under the Laws of the Province of Alberta, Canada. Seller has all requisite corporate power and authority to enter into this Agreement and all other agreements to be executed and delivered by Seller hereunder, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. Seller is duly qualified to do business as a foreign entity in the jurisdictions set forth on Schedule 4.1(a).
(b) This Agreement and all other agreements to be executed and delivered by Seller hereunder have been duly authorized by all necessary corporate action and no further approvals are required by the officers, directors or shareholders of Seller in connection therewith. This Agreement and all other agreements, certificates and instruments contemplated by this Agreement to be executed and delivered by Seller or any subsidiary or affiliate of Seller have been or will be, at or prior to the Closing, duly executed and delivered by Seller or such subsidiary or affiliate and constitute legal, valid and binding obligations of Seller or the applicable subsidiary or affiliate of Seller enforceable against such party in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights generally and to the principles of equity (whether enforcement is sought in a proceeding in equity or at law).
(c) Neither the execution, delivery or performance of this Agreement and all other agreements contemplated hereby nor the consummation of the transactions contemplated hereby or thereby nor compliance with the provisions hereof or thereof by Seller and its subsidiaries and affiliates will, with or without the passage of time or the giving of notice, or both, (i) conflict with, constitute a breach, violation or termination of any provision of, or constitute a default under, any Assigned Contracts or any Material Contracts to which Seller or any subsidiary or affiliate of Seller is a party or by which any such party is bound or to which its properties or assets are subject, (ii) result in an acceleration or increase of any amounts due from Seller or any subsidiary or affiliate of Seller to any person, (iii) conflict with or violate the organizational documents of Seller or any subsidiary or affiliate of Seller, (iv) result in the creation or imposition of any Lien against the Assets, Seller, any subsidiary or affiliate of Seller or any of their respective properties or assets, (v) violate any Laws or any other restriction of any kind or character applicable to the Assets, Seller, any subsidiary or affiliate of Seller or any of their respective properties or assets, or (vi) require notice to or consent of any Governmental Authority or third party.
Registered Office; Registered Agent; Principal Office; Other Offices Unless and until changed by the Board of Directors, the registered office of the Partnership in the State of Delaware shall be located at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and the registered agent for service of process on the Partnership in the State of Delaware at such registered office shall be Corporation Service Company. The principal office of the Partnership shall be located at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, or such other place as the Board of Directors may from time to time designate by notice to the Limited Partners. The Partnership may maintain offices at such other place or places within or outside the State of Delaware as the Board of Directors determines to be necessary or appropriate. The address of the General Partner shall be ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, or such other place as the General Partner may from time to time designate by notice to the Limited Partners.
