Common use of Merger or Consolidation of, or Assumption of the Obligations of, Seller; Certain Limitations Clause in Contracts

Merger or Consolidation of, or Assumption of the Obligations of, Seller; Certain Limitations. (a) The Seller shall not consolidate with or merge into any other corporation or convey, transfer or lease substantially all of its assets as an entirety to any Person unless the corporation 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 Insurer, the Owner Trustee and the Indenture Trustee an agreement in form and substance reasonably satisfactory to the Owner Trustee, the Indenture Trustee and the Insurer, which contains an assumption by such successor entity of the due and punctual performance and observance of each covenant and condition to be performed or observed by the Seller under this Agreement. The Seller shall provide notice of any merger, consolidation or succession pursuant to this Section to each Rating Agency and will deliver to the Insurer, the Owner Trustee and the Indenture Trustee a letter from each Rating Agency to the effect that such merger, consolidation or succession will not result in a qualification, downgrading or withdrawal of its then-current ratings of each Class of Notes or the Certificates. The Seller and WFS shall maintain separate corporate offices.

Merger or Consolidation of, or Assumption of the Obligations of, Seller; Certain Limitations. (a) The Seller shall not consolidate with or merge into any other Any corporation or convey, transfer or lease substantially all of its assets as an entirety to any Person unless the corporation formed by such consolidation or (i) into which the Seller has may be merged or consolidated, (ii) which may result from any merger, conversion or consolidation to which the Person Seller shall be a party, or (iii) which acquires by conveyance, transfer may succeed to all or lease substantially all the assets of the Seller as an entirety, can lawfully perform the obligations business of the Seller hereunder and Seller, which corporation in any of the foregoing cases executes and delivers to the Insurer, the Owner Trustee and the Indenture Trustee an agreement in form and substance reasonably satisfactory of assumption to the Owner Trustee, the Indenture Trustee and the Insurer, which contains an assumption by such successor entity perform every obligation of the due and punctual performance and observance of each covenant and condition to be performed or observed by the Seller under this Agreement, shall be the successor to the Seller under this Agreement without the execution or filing of any document or any further act on the part of any of the parties to this Agreement, except that if the Seller in any of the foregoing cases is not the surviving entity, then the surviving entity shall execute an agreement of assumption to perform every obligation of the Seller hereunder. The Seller shall provide notice of any merger, consolidation or succession pursuant to this Section to each Rating Agency and will deliver to the Insurer, the Owner Trustee and the Indenture Trustee a letter shall receive from each Rating Agency a letter to the effect that such merger, consolidation or succession will not result in a qualification, downgrading or withdrawal of its the then-current ratings of each Class of Notes or on the Rated Certificates. The Seller and WFS shall maintain separate corporate offices.

Merger or Consolidation of, or Assumption of the Obligations of, Seller; Certain Limitations. (a) The Seller shall not consolidate with or merge into any other corporation or convey, transfer or lease substantially all of its assets as an entirety to any Person unless the corporation 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 Insurer, the Owner Trustee and the Indenture Trustee an agreement in form and substance reasonably satisfactory to the Owner Trustee, the Indenture Trustee and the Insurer, which contains an assumption by such successor entity of the due and punctual performance and observance of each covenant and condition to be performed or observed by the Seller under this Agreement. The Seller shall provide notice of any merger, consolidation or succession pursuant to this Section to each Rating Agency and will deliver to the Insurer, the Owner Trustee and the Indenture Trustee a letter from each Rating Agency to the effect that such merger, consolidation or succession will not result in a qualification, downgrading or withdrawal of its then-current ratings of each Class of Notes or the Certificates. The Seller and WFS Onyx shall maintain separate corporate offices.