Maintain Existence; Merger. WFS shall keep in full effect its existence, rights and franchises under the laws of the State of California, 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 Contract Documents and the Transaction Agreements to which WFS is a party. WFS shall not consolidate with or merge into any other Person or convey, transfer or lease substantially all of its assets as an entirety to any Person unless the Person formed by such consolidation or into which WFS has merged or the Person which acquires by conveyance, transfer or lease substantially all the assets of WFS as an entirety, can lawfully perform the obligations of WFS hereunder and executes and delivers to the Owner Trustee an agreement, in form and substance reasonably satisfactory to the Owner Trustee and Financial Security, which contains an assumption by such Person of the due and punctual performance and satisfaction of each covenant and condition to be performed or satisfied by WFS under this Agreement.
Maintain Existence; Merger. WII shall keep in full effect its existence, rights and franchises under the laws of the State of California, and shall at all times continue to be duly organized, duly qualified and duly authorized (as described in Sections 2.04(a) and (b) hereof) and shall conduct its business in accordance with the terms of its corporate charter and bylaws. WII
Maintain Existence; Merger. The Seller shall keep in full effect its existence, rights and franchises under the laws of the State of California, 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 Contract Documents and the Transaction Agreements to which the Seller is a party. The Seller shall not consolidate with or merge into any other Person or convey, transfer or lease substantially all of its assets as an entirety to any Person unless the Person formed by such consolidation or into which the Seller has merged or the Person which acquires by conveyance, transfer or lease substantially all the assets of the Seller as an entirety, can lawfully perform the obligations of the Seller hereunder and executes and delivers to the Owner Trustee an agreement, in form and substance reasonably satisfactory to the Owner Trustee and Financial Security, which contains an assumption by such Person of the due and punctual performance and satisfaction of each covenant and condition to be performed or satisfied by the Seller under this Agreement.
Maintain Existence; Merger. WII shall keep in full effect its existence, rights and franchises under the laws of the State of California, and shall at all times continue to be duly organized, duly qualified and duly authorized (as described in Sections 2.04(a) and (b) hereof) and shall conduct its business in accordance with the terms of its corporate charter and bylaws. WII shall not consolidate with or merge into any other Person or convey, transfer or lease substantially all of its assets as an entirety to any Person unless the Person formed by such consolidation or into which WII has merged or the Person which acquires by conveyance, transfer or lease substantially all the assets of WII as an entirety, can lawfully perform the obligations of WII hereunder and executes and delivers to the Owner Trustee an agreement, in form and substance reasonably satisfactory to the
Maintain Existence; Merger. The Bank will keep in full effect its existence, rights and franchises as a stock savings association (or, if the Bank elects to convert to any other type of depository institution, such depository institution) under the laws of the United States and its rights and franchises under the laws of the State of California, the accounts of which are insured, to the extent permitted by law, by the Federal Deposit Insurance Corporation 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 Existing Agreements to which the Bank is a party. WFAL 2 will keep in full effect its existence, rights and franchises as a corporation under the laws of the State of California, 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 Existing Agreements to which WFAL 2 is a party. Neither the Bank nor WFAL 2 will consolidate with or merge into any other Person or convey, transfer or lease substantially all of its assets as an entirety to any Person unless the Person formed by such consolidation or into which it has merged or the Person which acquires by conveyance, transfer or lease substantially all its assets as an entirety, can lawfully perform its obligations hereunder and executes and delivers to the Trustee and Financial Security an agreement, in form and substance reasonably satisfactory to the Trustee and Financial Security, which contains an assumption by such Person of the due and punctual performance and satisfaction of each covenant and condition to be performed or satisfied by it under this Agreement.
Maintain Existence; Merger. Administrator hereby agrees and covenants with the Liquidator that Administrator shall keep in full effect its existence, rights and franchises under the Laws of the State of [ ], and will obtain and preserve its qualification to do business in New York and each other jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement. Administrator shall not consolidate with or merge into any other Person or convey, transfer or lease substantially all of its assets as an entirety to any Person unless the Person formed by such consolidation or into which Administrator has merged or the Person which acquires by conveyance, transfer or lease substantially all the assets of Administrator as an entirety, can lawfully and properly perform the obligations of Administrator hereunder and executes and delivers to the Liquidator an agreement, in form and substance reasonably satisfactory to the Liquidator, which contains an assumption by such Person of the due and punctual performance and satisfaction of each covenant, obligation and condition to be performed or satisfied by Administrator under this Agreement. Under all circumstances, Administrator acknowledges that it must obtain the prior written consent of the Liquidator prior to Administrator’s consolidation with or merger into any other Person or conveyance, transfer or lease of substantially all of Administrator’s assets as an entirety to any other Person.
Maintain Existence; Merger. WFSRC2 shall keep in full effect its existence, rights and franchises under the laws of the State of Nevada, 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 Contract Documents and the Transaction Agreements to which WFSRC2 is a party. WFSRC2 shall not consolidate with or merge into any other Person or convey, transfer or lease substantially all of its assets as an entirety to any Person unless the Person formed by such consolidation or into which WFSRC2 has merged or the Person which acquires by conveyance, transfer or lease substantially all the assets of WFSRC2 as an entirety, can lawfully perform the obligations of WFSRC2 hereunder and executes and delivers to the Owner Trustee an agreement, in form and substance reasonably satisfactory to the Owner Trustee and Financial Security, which contains an assumption by such Person of the due and punctual performance and satisfaction of each covenant and condition to be performed or satisfied by WFSRC2 under this Agreement.
Maintain Existence; Merger. Westcorp shall keep in full effect its existence, rights and franchises under the laws of the State of California, 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 Contract Documents and the Transaction Agreements to which Westcorp is a party. Westcorp shall not consolidate with or merge into any other Person or convey, transfer or lease substantially all of its assets as an entirety to any Person unless the Person formed by such consolidation or into which Westcorp has merged or the Person which acquires by conveyance, transfer or lease substantially all the assets of Westcorp as an entirety, can lawfully perform the obligations of Westcorp hereunder and executes and delivers to the Owner Trustee an agreement, in form and substance reasonably satisfactory to the Owner Trustee and Financial Security, which contains an assumption by such Person of the due and punctual performance and satisfaction of each covenant and condition to be performed or satisfied by Westcorp under this Agreement.
Maintain Existence; Merger. WFAL shall keep in full effect its existence, rights and franchises under the laws of the State of California, 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 Contract Documents and the Transaction Agreements to which WFAL is a party. WFAL shall not consolidate with or merge into any other Person or convey, transfer or lease substantially all of its assets as an entirety to any Person unless the Person formed by such consolidation or into which WFAL has merged or the Person which acquires by conveyance, transfer or lease substantially all the assets of WFAL as an entirety, can lawfully perform the obligations of WFAL hereunder and executes and delivers to the Owner Trustee an agreement, in form and substance reasonably satisfactory to the Owner Trustee and Financial Security, which contains an
Maintain Existence; Merger. WII shall keep in full effect its existence, rights and franchises under the laws of the State of California, and shall at all times continue to be duly organized, duly qualified and duly authorized (as described in Sections 2.04(a) and (b) hereof) and shall conduct its business in accordance with the terms of its corporate charter and bylaws. WII shall not consolidate with or merge into any other Person or convey, transfer or lease substantially all of its assets as an entirety to any Person unless the Person formed by such consolidation or into which WII has merged or the Person which acquires by conveyance, transfer or lease substantially all the assets of WII as an entirety, can lawfully perform the obligations of WII hereunder and executes and delivers to the Owner Trustee an agreement, in form and substance reasonably satisfactory to the 20 Owner Trustee and Financial Security, which contains an assumption by such Person of the due and punctual performance and satisfaction of each covenant and condition to be performed or satisfied by WII under this Agreement.
