Common use of General Covenants of Coastal Clause in Contracts

General Covenants of Coastal. Coastal makes the following covenants to Aspiration, each and all of which shall survive the execution and delivery of this Agreement: (a) Coastal shall preserve and keep in full force and effect its corporate existence other than in the event of a change in control, merger or consolidation in which Coastal is not the surviving entity. (b) Coastal promptly shall notify Aspiration in writing if it receives written notice of any litigation or investigation by a Government Body that, if adversely determined, would have a material and adverse effect on the Aspiration Account Program, the Aspiration Customer Accounts in the aggregate or Coastal’s ability to perform its obligations hereunder. (c) Coastal shall all times maintain and preserve all of its assets and property necessary to perform its obligations hereunder and necessary for the conduct of its business, and keep such assets and property in good repair, working order and condition (ordinary wear and tear and damage by casualty excepted), as applicable. (d) Except as otherwise specified herein, Coastal shall enforce its rights against third parties to the extent that a failure to enforce such rights could reasonably be expected to materially and adversely affect the Aspiration Account Program or Coastal’s ability to perform its obligations hereunder. Coastal shall not enter into any agreement which, at the time such agreement is executed, could reasonably be expected to have a material and adverse effect on the Aspiration Account Program, the Aspiration Customer Accounts in the aggregate or Coastal’s ability to perform its obligations hereunder. (e) Coastal will provide Aspiration with a telephonic, telefacsimile or PDF e-mail notice specifying the nature of any Event of Default by Coastal or any event which, with the giving of notice or passage of time or both, would constitute an Event of Default by Coastal, or any development or other information which is likely to have a material and adverse effect on the Aspiration Account Program, the Aspiration Customer Accounts in the aggregate or Coastal’s ability to perform its obligations pursuant to this Agreement. Notice pursuant to this Section 4.22(e) relating to Events of Default by Coastal shall be provided within two business days after such default. Notices relating to all other events or developments described in this Section 4.22(e) shall be provided (i) within five business days after Coastal becomes aware of the existence of such event or development if such event or development has already occurred, and (ii) with respect to events or developments that have yet to occur, as early as reasonably practicable under the circumstances. (f) Coastal shall at all times during the Term (and the Transition Period) comply in all material respects with Applicable Law and the Network Rules with respect to the Aspiration Account Program. (g) Upon Aspiration’s request, Coastal shall cooperate with Aspiration in a timely manner (but in no event less promptly than required by Applicable Law) to resolve all disputes with Customers. (h) Coastal shall not take any action that Aspiration reasonably concludes is materially inconsistent with the objectives of the Aspiration Account Program or otherwise materially adversely affects the Aspiration Account Program or intentionally materially adversely affects Aspiration’s business. (i) Coastal will maintain in full force and in effect, with financially sound and reputable insurers, liability insurance, including cyber insurance, with policy limits that are at or above the ABA benchmark survey for coverages at similar sized financial institutions. Policy limits can be below benchmark survey levels upon mutual agreement of both Parties. Upon Aspiration’s request, Coastal shall provide customary certificate(s) from the insurer(s) that evidence such insurance coverages.

General Covenants of Coastal. Coastal makes the following covenants to AspirationXxxxxxx, each and all of which shall survive the execution and delivery of this Agreement: (a) Coastal shall preserve and keep in full force and effect its corporate existence other than in the event of a change in control, merger or consolidation in which Coastal is not the surviving entity. (b) Coastal shall preserve and keep its membership in the applicable Networks. Coastal shall remain an FDIC-insured state-chartered depository institution for the purposes of Section 521 of the Depository Institutions Deregulation and Monetary Control Act of 1980, 12 U.S.C. § 1831(d), and shall ensure it has, at all times, the full power and authority to make the extensions of credit contemplated by this Agreement in accordance with their terms to Customers in the United States, its territories and the District of Columbia. (c) To the extent permitted under Applicable Law and Network Rules relating to information sharing, Coastal promptly shall notify Aspiration Prosper in writing if it receives written notice of any litigation or investigation by a Government Governmental Body that, if adversely determined, would that is reasonably likely to have a material and adverse effect on the Aspiration Account Program, the Aspiration Customer Accounts in the aggregate or Coastal’s ability to perform its obligations hereunder. (c) Coastal shall all times maintain and preserve all of its assets and property necessary to perform its obligations hereunder and necessary for the conduct of its business, and keep such assets and property in good repair, working order and condition (ordinary wear and tear and damage by casualty excepted), as applicable. (d) Except as otherwise specified herein, Coastal shall enforce its rights against third parties to the extent that a failure to enforce such rights could reasonably be expected to materially and adversely affect the Aspiration Account Program Program, the Customer Accounts in the aggregate or Coastal’s ability to perform its obligations hereunder. Coastal shall not enter into any agreement which, at the time such agreement is executed, could reasonably be expected to have a material and adverse effect on the Aspiration Account Program, the Aspiration Customer Accounts in the aggregate or Coastal’s ability to perform its obligations hereunder. (e) Coastal will shall provide Aspiration Prosper with a telephonic, telefacsimile telephonic or PDF e-mail email notice specifying the nature of any Event of Default by Coastal or any event which, with the giving of notice or passage of time or both, would constitute an Event of Default by Coastal, or any development or other information which is likely to have a material and adverse effect on the Aspiration Account Program, the Aspiration Customer Accounts in the aggregate or Coastal’s ability to perform its obligations pursuant to this Agreement. Notice pursuant to this Section 4.22(e4.20(e) relating to Events of Default by Coastal shall be provided within two business days after such default. Notices relating to all other events or developments described in this Section 4.22(e) shall be provided (i) within five business days after Coastal becomes aware [***] of the existence Coastal’s knowledge of such event or development if such event or development has already occurred, and (ii) with respect to events or developments that have yet to occur, as early as reasonably practicable under the circumstancesEvent of Default. (f) Coastal shall at all times during the Term (and the Transition Period) comply in all material respects with Applicable Law (including, but not limited to, its obligations to fulfill BSA/AML Requirements) and the Network Rules in connection with its performance under this Agreement and with respect to the Aspiration Account Program. (g) Upon Aspiration’s request, Coastal shall cooperate with Aspiration in a timely manner (but in no event less promptly than required by Applicable Law) to resolve all disputes with Customers. (h) Coastal shall not take any action that Aspiration reasonably concludes is materially inconsistent with the objectives of the Aspiration Account Program has or otherwise materially adversely affects the Aspiration Account Program or intentionally materially adversely affects Aspirationmay have a material adverse effect on Prosper’s business, as determined by Prosper in its reasonable discretion. (ih) At all times during the Term (and the Transition Period), Coastal will maintain in full force and in effect, with financially sound and reputable insurers, comprehensive general liability insurance, including cyber commercial crime insurance, electronic data processing errors and omissions insurance, cyber liability insurance, and directors and officers liability insurance, each with reasonable policy limits that are at or above the ABA benchmark survey for coverages at similar sized financial institutions. Policy limits can be below benchmark survey levels upon mutual agreement of both Partieslimits. Upon AspirationXxxxxxx’s request, Coastal shall provide customary certificate(s) from the insurer(s) that evidence such insurance coverages. (i) Coastal shall perform its obligations hereunder (including the Coastal Services) in a professional and workmanlike manner, in accordance with generally-accepted banking industry best practices, and in compliance with Applicable Law and Network Rules. (j) Coastal shall either (i) perform its obligations under this Agreement without receipt of any data subject to PCI DSS or (ii) to the extent that Coastal receives any data subject to PCI DSS, comply with PCI DSS. (k) Upon request from Prosper, Coastal will cooperate with Prosper in performing any action or entering into any agreement or relationship, in each case as Prosper deems reasonably necessary, to facilitate and effectuate the sale of any Receivables or debt obligation related to a Customer Account: (i) following a Customer’s default on or failure to pay such Receivable or obligation; (ii) for which voluntary or involuntary bankruptcy proceedings have been commenced; and/or (iii) for which the cardholder is deceased.