Common use of CONVEYANCE OF CONTRACTS Clause in Contracts

CONVEYANCE OF CONTRACTS. (a) In consideration of the Issuer's delivery to or upon the order of the Seller of $______________ less the Spread Account Initial Deposit, effective upon the Closing Date, the Seller hereby sells, grants, transfers, assigns and otherwise conveys to the Issuer, without recourse (subject to the obligations herein), all of the right, title and interest of the Seller (exclusive of (i) the Retained Yield in respect of the Contracts, and (ii) the amount, if any, allocable to any rebatable insurance premium financed by any Contract) in, to and under the Contracts (which Contracts shall be listed in the Schedule of Contracts), including, without limitation, all payments of Monthly P&I (exclusive of the Retained Yield, which shall be paid directly to the Seller as provided in Section 5.02(b)) due on or after November 1, 1998 (excluding the amount allocable to principal and interest due prior to November 1, 1998); all Net Liquidation Proceeds and Net Insurance Proceeds with respect to any Financed Vehicle to which a Contract relates received on or after November 1, 1998 and all other proceeds received on or in respect of such Contracts (other than payments of Monthly P&I due prior to November 1, 1998), and any and all security interests in the Financed Vehicles; the Contract Documents relating to the Contracts (except the Contract Documents for Contracts which have been the subject of a Full Prepayment received on or after November 1, 1998 but no later than one Business Day prior to the Closing Date, in lieu of which the Seller shall have deposited in or credited to the Collection Account on or prior to the Closing Date an amount equal to such Full Prepayment); and all proceeds in any way delivered with respect to the foregoing, all rights to payments with respect to the foregoing and all rights to enforce the foregoing, provided that $_____________ of the principal amount of Contract number _________ is retained by the Seller. (b) The Bank has filed or caused to be filed UCC-1 financing statements, executed by the Bank as debtor, naming WFS as secured party and describing the Contracts originated by the Bank and transferred to WFS on or prior to the Closing Date as collateral with the Office of the Secretary of State of the State of California. WFS has filed or caused to be filed UCC-1 financing statements executed by WFS as debtor, naming the Seller as secured party and describing the Contracts as collateral with the office of the Secretary of State of the State of California. The Seller has filed or caused to be filed UCC-1 financing statements, executed by the Seller as debtor, naming the Collateral Agent, on behalf of the Insurer, as secured party and describing the Contracts as collateral, with the Office of the Secretary of State of the State of California. The grant of a security interest to the Collateral Agent on behalf of the Insurer and the rights of the Collateral Agent and the Insurer in respect of such security interest shall be governed by the Insurance Agreement. The Seller has filed or caused to be filed UCC-1 financing statements, executed by the Seller as debtor, naming the Owner Trust as secured party and describing the Contracts being sold by it to the Owner Trust as collateral, with the Office of the Secretary of State of the State of California. The Owner Trust has filed or caused to be filed UCC-1 financing statements, executed by the Owner Trust as debtor, naming the Indenture Trustee, on behalf of the Noteholders, as secured party and describing the Contracts as collateral, with the office of the Secretary of State of the States of Delaware and California. The grant of a security interest to the Indenture Trustee and the rights of the Indenture Trustee in the Contracts shall be governed by the Indenture. From time to time, the Master Servicer shall cause to be taken such actions as are necessary to continue the perfection of the respective interests of the Indenture Trustee, the Owner Trust and the Collateral Agent on behalf of the Insurer in the Contracts and to continue the first priority security interest of the Indenture Trustee (subject to the security interest of the Insurer pursuant to the Insurance Agreement) in the Financed Vehicles and their proceeds (other than, as to such priority, any statutory lien arising by operation of law after the Closing Date which is prior to such interest), including, without limitation, the filing of financing statements, amendments thereto or continuation statements and the making of notations on records or documents of title. If any change in the name, identity or corporate structure of the Seller or WFS or the relocation of the chief executive office of any of them would make any financing or continuation statement or notice of lien filed under this Agreement or the other Basic Documents seriously misleading within the meaning of applicable provisions of the UCC or any title statute, the Master Servicer, within the time period required by applicable law, shall file such financing statements or amendments as may be required to preserve and protect the interests of the Indenture Trustee, the Owner Trustee, the Securityholders and the Insurer in the Contracts, Financed Vehicles and the proceeds thereof. Promptly thereafter, the Master Servicer shall deliver to the Indenture Trustee, the Owner Trustee and the Insurer an Opinion of Counsel stating that, in the opinion of such counsel, all financing statements or amendments necessary fully to preserve and protect the interests of the Indenture Trustee, the Owner Trustee, Securityholders and the Insurer in the Contracts, Financed Vehicles and the proceeds thereof have been filed, and reciting the details of such filings. During the term of this Agreement, the Seller and WFS shall each maintain its chief executive office in one of the states of the United States, other than Louisiana or Tennessee. The Master Servicer shall pay all reasonable costs and disbursements in connection with the perfection and the maintenance of perfection, as against all third parties, of the Indenture Trustee's right, title and interest in and to the Contracts and in connection with maintaining the first priority security interest (subject to the security interest of the Insurer pursuant to the Insurance Agreement) in the Financed Vehicles and the proceeds thereof. ARTICLE THREE

CONVEYANCE OF CONTRACTS. (a) In consideration of the Issuer's delivery to or upon the order of the Seller of $______________ less the Spread Account Initial Deposit, effective upon the Closing Date, the Seller hereby sells, grants, transfers, assigns and otherwise conveys to the Issuer, without recourse (subject to the obligations herein), all of the right, title and interest of the Seller (exclusive of (i) the Retained Yield in respect of the Contracts, and (ii) the amount, if any, allocable to any rebatable insurance premium financed by any Contract) in, to and under the Contracts (which Contracts shall be listed in the Schedule of Contracts), including, without limitation, all payments of Monthly P&I (exclusive of the Retained Yield, which shall be paid directly to the Seller as provided in Section 5.02(b)) due on or after November 1_________ __, 1998 (excluding the amount allocable to principal and interest due prior to November 1_________ __, 1998); all Net Liquidation Proceeds and Net Insurance Proceeds with respect to any Financed Vehicle to which a Contract relates received on or after November 1_________ __, 1998 and all other proceeds received on or in respect of such Contracts (other than payments of Monthly P&I due prior to November 1_________ __, 1998), and any and all security interests in the Financed Vehicles; the Contract Documents relating to the Contracts (except the Contract Documents for Contracts which have been the subject of a Full Prepayment received on or after November 1_________ __, 1998 but no later than one Business Day prior to the Closing Date, in lieu of which the Seller shall have deposited in or credited to the Collection Account on or prior to the Closing Date an amount equal to such Full Prepayment); and all proceeds in any way delivered with respect to the foregoing, all rights to payments with respect to the foregoing and all rights to enforce the foregoing, provided that $_____________ of the principal amount of Contract number __________ is retained by the Seller. (b) The Bank has filed or caused to be filed UCC-1 financing statements, executed by the Bank as debtor, naming WFS as secured party and describing the Contracts originated by the Bank and transferred to WFS on or prior to the Closing Date as collateral with the Office of the Secretary of State of the State of California. WFS has filed or caused to be filed UCC-1 financing statements executed by WFS as debtor, naming the Seller as secured party and describing the Contracts as collateral with the office of the Secretary of State of the State of California. The Seller has filed or caused to be filed UCC-1 financing statements, executed by the Seller as debtor, naming the Collateral Agent, on behalf of the Insurer, as secured party and describing the Contracts as collateral, with the Office of the Secretary of State of the State of California. The grant of a security interest to the Collateral Agent on behalf of the Insurer and the rights of the Collateral Agent and the Insurer in respect of such security interest shall be governed by the Insurance Agreement. The Seller has filed or caused to be filed UCC-1 financing statements, executed by the Seller as debtor, naming the Owner Trust as secured party and describing the Contracts being sold by it to the Owner Trust as collateral, with the Office of the Secretary of State of the State of California. The Owner Trust has filed or caused to be filed UCC-1 financing statements, executed by the Owner Trust as debtor, naming the Indenture Trustee, on behalf of the Noteholders, as secured party and describing the Contracts as collateral, with the office of the Secretary of State of the States of Delaware and California. The grant of a security interest to the Indenture Trustee and the rights of the Indenture Trustee in the Contracts shall be governed by the Indenture. From time to time, the Master Servicer shall cause to be taken such actions as are necessary to continue the perfection of the respective interests of the Indenture Trustee, the Owner Trust and the Collateral Agent on behalf of the Insurer in the Contracts and to continue the first priority security interest of the Indenture Trustee (subject to the security interest of the Insurer pursuant to the Insurance Agreement) in the Financed Vehicles and their proceeds (other than, as to such priority, any statutory lien arising by operation of law after the Closing Date which is prior to such interest), including, without limitation, the filing of financing statements, amendments thereto or continuation statements and the making of notations on records or documents of title. If any change in the name, identity or corporate structure of the Seller or WFS or the relocation of the chief executive office of any of them would make any financing or continuation statement or notice of lien filed under this Agreement or the other Basic Documents seriously misleading within the meaning of applicable provisions of the UCC or any title statute, the Master Servicer, within the time period required by applicable law, shall file such financing statements or amendments as may be required to preserve and protect the interests of the Indenture Trustee, the Owner Trustee, the Securityholders and the Insurer in the Contracts, Financed Vehicles and the proceeds thereof. Promptly thereafter, the Master Servicer shall deliver to the Indenture Trustee, the Owner Trustee and the Insurer an Opinion of Counsel stating that, in the opinion of such counsel, all financing statements or amendments necessary fully to preserve and protect the interests of the Indenture Trustee, the Owner Trustee, Securityholders and the Insurer in the Contracts, Financed Vehicles and the proceeds thereof have been filed, and reciting the details of such filings. During the term of this Agreement, the Seller and WFS shall each maintain its chief executive office in one of the states of the United States, other than Louisiana or Tennessee. The Master Servicer shall pay all reasonable costs and disbursements in connection with the perfection and the maintenance of perfection, as against all third parties, of the Indenture Trustee's right, title and interest in and to the Contracts and in connection with maintaining the first priority security interest (subject to the security interest of the Insurer pursuant to the Insurance Agreement) in the Financed Vehicles and the proceeds thereof. ARTICLE THREE.

CONVEYANCE OF CONTRACTS. (a) In consideration of the Issuer's delivery to or upon the order of the Seller of the Certificates and $______________ less the Spread Account Initial Deposit, effective upon the Closing Date1,800,000,000 aggregate principal balance of Notes, the Seller hereby sells, grants, transfers, assigns and otherwise conveys to the Issuer, without recourse (subject to the obligations herein), all of the its right, title and interest of the Seller (exclusive of (i) the Retained Yield in respect of the Contracts, and (ii) the amount, if any, allocable to any rebatable insurance premium financed by any Contract) in, to and under the Contracts (which Contracts shall be listed in the Schedule of Contracts), including, without limitation, all payments of Monthly P&I (exclusive of the Retained Yield, which shall be paid directly to the Seller as provided in Section 5.02(b)) due on or after November 1, 1998 the Cut-Off Date (excluding the amount allocable to principal and interest due prior to November 1, 1998the Cut-Off Date); all Net Liquidation Proceeds and Net Insurance Proceeds with respect to any Financed Vehicle to which a Contract relates received on or after November 1, 1998 the Cut-Off Date and all other proceeds received on or in respect of such Contracts (other than payments of Monthly P&I due prior to November 1, 1998), the Cut-Off Date) and any and all security interests in the Financed Vehicles; the Contract Documents relating to the Contracts (except the Contract Documents for Contracts which have been the subject of a Full Prepayment received on or after November March 1, 1998 2002 but no later than one Business Day prior to the Closing Date, in lieu of which the Seller shall have deposited in or credited to the Collection Account on or prior to the Closing Date an amount equal to such Full Prepayment); and all proceeds in any way delivered with respect to the foregoing, all rights to payments with respect to the foregoing and all rights to enforce the foregoing, ; provided that $_____________ 2,431.85 of the principal amount of Contract number _________ 815029320 is retained by the Seller. (b) The Bank has filed or caused to be filed the filing of UCC-1 financing statements, executed by naming the Bank as debtor, naming debtor and WFS as secured party and describing the Contracts originated by the Bank and transferred to WFS on or prior to the Closing Date as collateral with the Office of the Secretary of State of the State of California. WFS has filed or caused to be filed the filing of UCC-1 financing statements executed by naming WFS as debtor, naming debtor and the Seller as secured party and describing the Contracts as collateral with the office of the Secretary of State of the State of California. The Seller has filed or caused to be filed the filing of UCC-1 financing statements, executed by naming the Seller as debtor, naming debtor and the Collateral Agent, on behalf of the Insurer, as secured party and describing the Contracts as collateral, with the Office of the Secretary of State of the State of California. The grant of a security interest to the Collateral Agent on behalf of the Insurer and the rights of the Collateral Agent and the Insurer in respect of such security interest shall be governed by the Insurance Agreement. The Seller has filed or caused to be filed the filing of UCC-1 financing statements, executed by naming the Seller as debtor, naming debtor and the Owner Trust as secured party and describing the Contracts being sold by it to the Owner Trust as collateral, with the Office of the Secretary of State of the State of California. The Owner Trust has filed or caused to be filed the filing of UCC-1 financing statements, executed by naming the Owner Trust as debtor, naming debtor and the Indenture Trustee, on behalf of the Noteholders, as secured party and describing the Contracts as collateral, with the office of the Secretary of State of the States State of Delaware and CaliforniaDelaware. The grant of a security interest to the Indenture Trustee and the rights of the Indenture Trustee in the Contracts shall be governed by the Indenture. From time to time, the Master Servicer shall cause to be taken such actions as are necessary to continue the perfection of the respective interests of the Indenture Trustee, the Owner Trust and the Collateral Agent on behalf of the Insurer in the Contracts and to continue the first priority security interest of the Indenture Trustee (subject to the security interest of the Insurer pursuant to the Insurance Agreement) in the Financed Vehicles and their proceeds (other than, as to such priority, any statutory lien arising by operation of law after the Closing Date which is prior to such interest), including, without limitation, the filing of financing statements, amendments thereto or continuation statements and the making of notations on records or documents of title. If any change in the name, identity or corporate structure of the Seller or WFS or the relocation of the chief executive office of any of them would make any financing or continuation statement or notice of lien filed under this Agreement or the other Basic Documents seriously misleading within the meaning of applicable provisions of the UCC or any title statute, the Master Servicer, within the time period required by applicable law, shall file such financing statements or amendments as may be required to preserve and protect the interests of the Indenture Trustee, the Owner Trustee, the Securityholders and the Insurer in the Contracts, Financed Vehicles and the proceeds thereof. Promptly thereafter, the Master Servicer shall deliver to the Indenture Trustee, the Owner Trustee and the Insurer an Opinion of Counsel stating that, in the opinion of such counsel, all financing statements or amendments necessary fully to preserve and protect the interests of the Indenture Trustee, the Owner Trustee, Securityholders and the Insurer in the Contracts, Financed Vehicles and the proceeds thereof have been filed, and reciting the details of such filings. During the term of this Agreement, the Seller and WFS shall each maintain its chief executive office in one of the states of the United States, other than Louisiana or Tennessee. The Master Servicer shall pay all reasonable costs and disbursements in connection with the perfection and the maintenance of perfection, as against all third parties, of the Indenture Trustee's right, title and interest in and to the Contracts and in connection with maintaining the first priority security interest (subject to the security interest of the Insurer pursuant to the Insurance Agreement) in the Financed Vehicles and the proceeds thereof. ARTICLE THREE.

CONVEYANCE OF CONTRACTS. (a) In consideration of the Issuer's delivery to or upon the order of the Seller of $______________ less the Spread Account Initial Deposit, effective upon the Closing Date, the Seller hereby sells, grants, transfers, assigns and otherwise conveys to the Issuer, without recourse (subject to the obligations herein), all of the right, title and interest of the Seller (exclusive of (i) the Retained Yield in respect of the Contracts, and (ii) the amount, if any, allocable to any rebatable insurance premium financed by any Contract) in, to and under the Contracts (which Contracts shall be listed in the Schedule of Contracts), including, without limitation, all payments of Monthly P&I (exclusive of the Retained Yield, which shall be paid directly to the Seller as provided in Section 5.02(b)) due on or after November March 1, 1998 (excluding the amount allocable to principal and interest due prior to November March 1, 1998); all Net Liquidation Proceeds and Net Insurance Proceeds with respect to any Financed Vehicle to which a Contract relates received on or after November March 1, 1998 and all other proceeds received on or in respect of such Contracts (other than payments of Monthly P&I due prior to November March 1, 1998), and any and all security interests in the Financed Vehicles; the Contract Documents relating to the Contracts (except the Contract Documents for Contracts which have been the subject of a Full Prepayment received on or after November March 1, 1998 but no later than one Business Day prior to the Closing Date, in lieu of which the Seller shall have deposited in or credited to the Collection Account on or prior to the Closing Date an amount equal to such Full Prepayment); and all proceeds in any way delivered with respect to the foregoing, all rights to payments with respect to the foregoing and all rights to enforce the foregoing, provided that $_____________ of the principal amount of Contract number ___________ is retained by the Seller. (b) The Bank has filed or caused to be filed UCC-1 financing statements, executed by the Bank as debtor, naming WFS as secured party and describing the Contracts originated by the Bank and transferred to WFS on or prior to the Closing Date as collateral with the Office of the Secretary of State of the State of California. WFS has filed or caused to be filed UCC-1 financing statements executed by WFS as debtor, naming the Seller as secured party and describing the Contracts as collateral with the office of the Secretary of State of the State of California. The Seller has filed or caused to be filed UCC-1 financing statements, executed by the Seller as debtor, naming the Collateral Agent, on behalf of the Insurer, as secured party and describing the Contracts as collateral, with the Office of the Secretary of State of the State of California. The grant of a security interest to the Collateral Agent on behalf of the Insurer and the rights of the Collateral Agent and the Insurer in respect of such security interest shall be governed by the Insurance Agreement. The Seller has filed or caused to be filed UCC-1 financing statements, executed by the Seller as debtor, naming the Owner Trust as secured party and describing the Contracts being sold by it to the Owner Trust as collateral, with the Office of the Secretary of State of the State of California. The Owner Trust has filed or caused to be filed UCC-1 financing statements, executed by the Owner Trust as debtor, naming the Indenture Trustee, on behalf of the Noteholders, as secured party and describing the Contracts as collateral, with the office of the Secretary of State of the States of Delaware and California. The grant of a security interest to the Indenture Trustee and the rights of the Indenture Trustee in the Contracts shall be governed by the Indenture. From time to time, the Master Servicer shall cause to be taken such actions as are necessary to continue the perfection of the respective interests of the Indenture Trustee, the Owner Trust and the Collateral Agent on behalf of the Insurer in the Contracts and to continue the first priority security interest of the Indenture Trustee (subject to the security interest of the Insurer pursuant to the Insurance Agreement) in the Financed Vehicles and their proceeds (other than, as to such priority, any statutory lien arising by operation of law after the Closing Date which is prior to such interest), including, without limitation, the filing of financing statements, amendments thereto or continuation statements and the making of notations on records or documents of title. If any change in the name, identity or corporate structure of the Seller or WFS or the relocation of the chief executive office of any of them would make any financing or continuation statement or notice of lien filed under this Agreement or the other Basic Documents seriously misleading within the meaning of applicable provisions of the UCC or any title statute, the Master Servicer, within the time period required by applicable law, shall file such financing statements or amendments as may be required to preserve and protect the interests of the Indenture Trustee, the Owner Trustee, the Securityholders and the Insurer in the Contracts, Financed Vehicles and the proceeds thereof. Promptly thereafter, the Master Servicer shall deliver to the Indenture Trustee, the Owner Trustee and the Insurer an Opinion of Counsel stating that, in the opinion of such counsel, all financing statements or amendments necessary fully to preserve and protect the interests of the Indenture Trustee, the Owner Trustee, Securityholders and the Insurer in the Contracts, Financed Vehicles and the proceeds thereof have been filed, and reciting the details of such filings. During the term of this Agreement, the Seller and WFS shall each maintain its chief executive office in one of the states of the United States, other than Louisiana or Tennessee. The Master Servicer shall pay all reasonable costs and disbursements in connection with the perfection and the maintenance of perfection, as against all third parties, of the Indenture Trustee's right, title and interest in and to the Contracts and in connection with maintaining the first priority security interest (subject to the security interest of the Insurer pursuant to the Insurance Agreement) in the Financed Vehicles and the proceeds thereof. ARTICLE THREEof

CONVEYANCE OF CONTRACTS. (a) In consideration of the Issuer's delivery to or upon the order of the Seller of the Certificates and $______________ less , which amount equals the Spread Account Initial Deposit, effective upon the Closing DateOutstanding Principal Balance of Contracts, the Seller hereby sells, grants, transfers, assigns and otherwise conveys to the Issuer, without recourse (subject to the obligations herein), all of the its right, title and interest of the Seller (exclusive of (i) the Retained Yield in respect of the Contracts, and (ii) the amount, if any, allocable to any rebatable insurance premium financed by any Contract) in, to and under the Contracts (which Contracts shall be listed in the Schedule of Contracts), including, without limitation, all payments of Monthly P&I (exclusive of the Retained Yield, which shall be paid directly to the Seller as provided in Section 5.02(b)) due on or after November 1__________, 1998 2000 (excluding the amount allocable to principal and interest due prior to November 1___________, 19982000); all Net Liquidation Proceeds and Net Insurance Proceeds with respect to any Financed Vehicle to which a Contract relates received on or after November 1____________, 1998 2000 and all other proceeds received on or in respect of such Contracts (other than payments of Monthly P&I due prior to November 1___________, 19982000), and any and all security interests in the Financed Vehicles; the Contract Documents relating to the Contracts (except the Contract Documents for Contracts which have been the subject of a Full Prepayment received on or after November 1__________, 1998 2000 but no later than one Business Day prior to the Closing Date, in lieu of which the Seller shall have deposited in or credited to the Collection Account on or prior to the Closing Date an amount equal to such Full Prepayment); and all proceeds in any way delivered with respect to the foregoing, all rights to payments with respect to the foregoing and all rights to enforce the foregoing, provided that $_____________ of the principal amount of Contract number ____________ is retained by the Seller. (b) The Bank has filed or caused to be filed UCC-1 financing statements, executed by the Bank as debtor, naming WFS as secured party and describing the Contracts originated by the Bank and transferred to WFS on or prior to the Closing Date as collateral with the Office of the Secretary of State of the State of California. WFS has filed or caused to be filed with the office of the Secretary of State of the State of California UCC-1 financing statements executed by WFS as debtor, naming the Seller as secured party and describing the Contracts as collateral with the office of the Secretary of State of the State of Californiacollateral. The Seller has filed or caused to be filed UCC-1 financing statements, executed by the Seller as debtor, naming the Collateral Agent, on behalf of the Insurer, as secured party and describing the Contracts as collateral, with the Office of the Secretary of State of the State of CaliforniaNevada. The grant of a security interest to the Collateral Agent on behalf of the Insurer and the rights of the Collateral Agent and the Insurer in respect of such security interest shall be governed by the Insurance Agreement. The Seller has filed or caused to be filed UCC-1 financing statements, executed by the Seller as debtor, naming the Owner Trust as secured party and describing the Contracts being sold by it to the Owner Trust as collateral, with the Office of the Secretary of State of the State of CaliforniaNevada. The Owner Trust has filed or caused to be filed UCC-1 financing statements, executed by the Owner Trust as debtor, naming the Indenture Trustee, on behalf of the Noteholders, as secured party and describing the Contracts as collateral, with the office of the Secretary of State of the States of Delaware and California. The grant of a security interest to the Indenture Trustee and the rights of the Indenture Trustee in the Contracts shall be governed by 31 the Indenture. From time to time, the Master Servicer shall cause to be taken such actions as are necessary to continue the perfection of the respective interests of the Indenture Trustee, the Owner Trust and the Collateral Agent on behalf of the Insurer in the Contracts and to continue the first priority security interest of the Indenture Trustee (subject to the security interest of the Insurer pursuant to the Insurance Agreement) in the Financed Vehicles and their proceeds (other than, as to such priority, any statutory lien arising by operation of law after the Closing Date which is prior to such interest), including, without limitation, the filing of financing statements, amendments thereto or continuation statements and the making of notations on records or documents of title. If any change in the name, identity or corporate structure of the Seller or WFS or the relocation of the chief executive office of any of them would make any financing or continuation statement or notice of lien filed under this Agreement or the other Basic Documents seriously misleading within the meaning of applicable provisions of the UCC or any title statute, the Master Servicer, within the time period required by applicable law, shall file such financing statements or amendments as may be required to preserve and protect the interests of the Indenture Trustee, the Owner Trustee, the Securityholders and the Insurer in the Contracts, Financed Vehicles and the proceeds thereof. Promptly thereafter, the Master Servicer shall deliver to the Indenture Trustee, the Owner Trustee and the Insurer an Opinion of Counsel stating that, in the opinion of such counsel, all financing statements or amendments necessary fully to preserve and protect the interests of the Indenture Trustee, the Owner Trustee, Securityholders and the Insurer in the Contracts, Financed Vehicles and the proceeds thereof have been filed, and reciting the details of such filings. During the term of this Agreement, the Seller and WFS shall each maintain its chief executive office in one of the states of the United States, other than Louisiana or Tennessee. The Master Servicer shall pay all reasonable costs and disbursements in connection with the perfection and the maintenance of perfection, as against all third parties, of the Indenture Trustee's right, title and interest in and to the Contracts and in connection with maintaining the first priority security interest (subject to the security interest of the Insurer pursuant to the Insurance Agreement) in the Financed Vehicles and the proceeds thereof. 32 ARTICLE THREE

CONVEYANCE OF CONTRACTS. (a) In consideration of the Issuer's delivery to or upon the order of the Seller of the Certificates and $______________ less the Spread Account Initial Deposit, effective upon the Closing Date1,200,000,000 aggregate principal balance of Notes, the Seller hereby sells, grants, transfers, assigns and otherwise conveys to the Issuer, without recourse (subject to the obligations herein), all of the its right, title and interest of the Seller (exclusive of (i) the Retained Yield in respect of the Contracts, and (ii) the amount, if any, allocable to any rebatable insurance premium financed by any Contract) in, to and under the Contracts (which Contracts shall be listed in the Schedule of Contracts), including, without limitation, all payments of Monthly P&I (exclusive of the Retained Yield, which shall be paid directly to the Seller as provided in Section 5.02(b)) due on or after November August 1, 1998 2001 (excluding the amount allocable to principal and interest due prior to November August 1, 19982001); all Net Liquidation Proceeds and Net Insurance Proceeds with respect to any Financed Vehicle to which a Contract relates received on or after November August 1, 1998 2001 and all other proceeds received on or in respect of such Contracts (other than payments of Monthly P&I due prior to November August 1, 1998), 2001) and any and all security interests in the Financed Vehicles; the Contract Documents relating to the Contracts (except the Contract Documents for Contracts which have been the subject of a Full Prepayment received on or after November August 1, 1998 2001 but no later than one Business Day prior to the Closing Date, in lieu of which the Seller shall have deposited in or credited to the Collection Account on or prior to the Closing Date an amount equal to such Full Prepayment); and all proceeds in any way delivered with respect to the foregoing, all rights to payments with respect to the foregoing and all rights to enforce the foregoing, provided that $_____________ of the principal amount of Contract number _________ is retained by the Seller. (b) The Bank has filed or caused to be filed the filing of UCC-1 financing statements, executed by naming the Bank as debtor, naming debtor and WFS as secured party and describing the Contracts originated by the Bank and transferred to WFS on or prior to the Closing Date as collateral with the Office of the Secretary of State of the State of California. WFS has filed or caused to be filed the filing of UCC-1 financing statements executed by naming WFS as debtor, naming debtor and the Seller as secured party and describing the Contracts as collateral with the office of the Secretary of State of the State of California. The Seller has filed or caused to be filed the filing of UCC-1 financing statements, executed by naming the Seller as debtor, naming debtor and the Collateral Agent, on behalf of the Insurer, as secured party and describing the Contracts as collateral, with the Office of the Secretary of State of the State of California. The grant of a security interest to the Collateral Agent on behalf of the Insurer and the rights of the Collateral Agent and the Insurer in respect of such security interest shall be governed by the Insurance Agreement. The Seller has filed or caused to be filed the filing of UCC-1 financing statements, executed by naming the Seller as debtor, naming debtor and the Owner Trust as secured party and describing the Contracts being sold by it to the Owner Trust as collateral, with the Office of the Secretary of State of the State of California. The Owner Trust has filed or caused to be filed the filing of UCC-1 financing statements, executed by naming the Owner Trust as debtor, naming debtor and the Indenture Trustee, on behalf of the Noteholders, as secured party and describing the Contracts as collateral, with the office of the Secretary of State of the States State of Delaware and CaliforniaDelaware. The grant of a security interest to the Indenture Trustee and the rights of the Indenture Trustee in the Contracts shall be governed by the Indenture. From time to time, the Master Servicer shall cause to be taken such actions as are necessary to continue the perfection of the respective interests of the Indenture Trustee, the Owner Trust and the Collateral Agent on behalf of the Insurer in the Contracts and to continue the first priority security interest of the Indenture Trustee (subject to the security interest of the Insurer pursuant to the Insurance Agreement) in the Financed Vehicles and their proceeds (other than, as to such priority, any statutory lien arising by operation of law after the Closing Date which is prior to such interest), including, without limitation, the filing of financing statements, amendments thereto or continuation statements and the making of notations on records or documents of title. If any change in the name, identity or corporate structure of the Seller or WFS or the relocation of the chief executive office of any of them would make any financing or continuation statement or notice of lien filed under this Agreement or the other Basic Documents seriously misleading within the meaning of applicable provisions of the UCC or any title statute, the Master Servicer, within the time period required by applicable law, shall file such financing statements or amendments as may be required to preserve and protect the interests of the Indenture Trustee, the Owner Trustee, the Securityholders and the Insurer in the Contracts, Financed Vehicles and the proceeds thereof. Promptly thereafter, the Master Servicer shall deliver to the Indenture Trustee, the Owner Trustee and the Insurer an Opinion of Counsel stating that, in the opinion of such counsel, all financing statements or amendments necessary fully to preserve and protect the interests of the Indenture Trustee, the Owner Trustee, Securityholders and the Insurer in the Contracts, Financed Vehicles and the proceeds thereof have been filed, and reciting the details of such filings. During the term of this Agreement, the Seller and WFS shall each maintain its chief executive office in one of the states of the United States, other than Louisiana or Tennessee. The Master Servicer shall pay all reasonable costs and disbursements in connection with the perfection and the maintenance of perfection, as against all third parties, of the Indenture Trustee's right, title and interest in and to the Contracts and in connection with maintaining the first priority security interest (subject to the security interest of the Insurer pursuant to the Insurance Agreement) in the Financed Vehicles and the proceeds thereof. ARTICLE THREE.

CONVEYANCE OF CONTRACTS. (a) In consideration of the Issuer's delivery to or upon the order of the Seller of $______________ less the Spread Account Initial Deposit, effective upon the Closing Date, the Seller hereby sells, grants, transfers, assigns and otherwise conveys to the Issuer, without recourse (subject to the obligations herein), all of the right, title and interest of the Seller (exclusive of (i) the Retained Yield in respect of the Contracts, and (ii) the amount, if any, allocable to any rebatable insurance premium financed by any Contract) in, to and under the Contracts (which Contracts shall be listed in the Schedule of Contracts), including, without limitation, all payments of Monthly P&I (exclusive of the Retained Yield, which shall be paid directly to the Seller as provided in Section 5.02(b)) due on or after November October 1, 1998 1999 (excluding the amount allocable to principal and interest due prior to November October 1, 19981999); all Net Liquidation Proceeds and Net Insurance Proceeds with respect to any Financed Vehicle to which a Contract relates received on or after November October 1, 1998 1999 and all other proceeds received on or in respect of such Contracts (other than payments of Monthly P&I due prior to November October 1, 19981999), and any and all security interests in the Financed Vehicles; the Contract Documents relating to the Contracts (except the Contract Documents for Contracts which have been the subject of a Full Prepayment received on or after November October 1, 1998 1999 but no later than one Business Day prior to the Closing Date, in lieu of which the Seller shall have deposited in or credited to the Collection Account on or prior to the Closing Date an amount equal to such Full Prepayment); and all proceeds in any way delivered with respect to the foregoing, all rights to payments with respect to the foregoing and all rights to enforce the foregoing, provided that $________________ of the principal amount of Contract number __________ is retained by the Seller. (b) The Bank has filed or caused to be filed UCC-1 financing statements, executed by the Bank as debtor, naming WFS as secured party and describing the Contracts originated by the Bank and transferred to WFS on or prior to the Closing Date as collateral with the Office of the Secretary of State of the State of California. WFS has filed or caused to be filed UCC-1 financing statements executed by WFS as debtor, naming the Seller as secured party and describing the Contracts as collateral with the office of the Secretary of State of the State of California. The Seller has filed or caused to be filed UCC-1 financing statements, executed by the Seller as debtor, naming the Collateral Agent, on behalf of the Insurer, as secured party and describing the Contracts as collateral, with the Office of the Secretary of State of the State of California. The grant of a security interest to the Collateral Agent on behalf of the Insurer and the rights of the Collateral Agent and the Insurer in respect of such security interest shall be governed by the Insurance Agreement. The Seller has filed or caused to be filed UCC-1 financing statements, executed by the Seller as debtor, naming the Owner Trust as secured party and describing the Contracts being sold by it to the Owner Trust as collateral, with the Office of the Secretary of State of the State of California. The Owner Trust has filed or caused to be filed UCC-1 financing statements, executed by the Owner Trust as debtor, naming the Indenture Trustee, on behalf of the Noteholders, as secured party and describing the Contracts as collateral, with the office of the Secretary of State of the States of Delaware and California. The grant of a security interest to the Indenture Trustee and the rights of the Indenture Trustee in the Contracts shall be governed by the Indenture. From time to time, the Master Servicer shall cause to be taken such actions as are necessary to continue the perfection of the respective interests of the Indenture Trustee, the Owner Trust and the Collateral Agent on behalf of the Insurer in the Contracts and to continue the first priority security interest of the Indenture Trustee (subject to the security interest of the Insurer pursuant to the Insurance Agreement) in the Financed Vehicles and their proceeds (other than, as to such priority, any statutory lien arising by operation of law after the Closing Date which is prior to such interest), including, without limitation, the filing of financing statements, amendments thereto or continuation statements and the making of notations on records or documents of title. If any change in the name, identity or corporate structure of the Seller or WFS or the relocation of the chief executive office of any of them would make any financing or continuation statement or notice of lien filed under this Agreement or the other Basic Documents seriously misleading within the meaning of applicable provisions of the UCC or any title statute, the Master Servicer, within the time period required by applicable law, shall file such financing statements or amendments as may be required to preserve and protect the interests of the Indenture Trustee, the Owner Trustee, the Securityholders and the Insurer in the Contracts, Financed Vehicles and the proceeds thereof. Promptly thereafter, the Master Servicer shall deliver to the Indenture Trustee, the Owner Trustee and the Insurer an Opinion of Counsel stating that, in the opinion of such counsel, all financing statements or amendments necessary fully to preserve and protect the interests of the Indenture Trustee, the Owner Trustee, Securityholders and the Insurer in the Contracts, Financed Vehicles and the proceeds thereof have been filed, and reciting the details of such filings. During the term of this Agreement, the Seller and WFS shall each maintain its chief executive office in one of the states of the United States, other than Louisiana or Tennessee. The Master Servicer shall pay all reasonable costs and disbursements in connection with the perfection and the maintenance of perfection, as against all third parties, of the Indenture Trustee's right, title and interest in and to the Contracts and in connection with maintaining the first priority security interest (subject to the security interest of the Insurer pursuant to the Insurance Agreement) in the Financed Vehicles and the proceeds thereof. ARTICLE THREEgoverned

CONVEYANCE OF CONTRACTS. (a) In consideration of the Issuer's delivery to or upon the order of the Seller of $______________ less the Spread Account Initial Deposit, effective upon the Closing Date, the Seller hereby sells, grants, transfers, assigns and otherwise conveys to the Issuer, without recourse (subject to the obligations herein), all of the right, title and interest of the Seller (exclusive of (i) the Retained Yield in respect of the Contracts, and (ii) the amount, if any, allocable to any rebatable insurance premium financed by any Contract) in, to and under the Contracts (which Contracts shall be listed in the Schedule of Contracts), including, without limitation, all payments of Monthly P&I (exclusive of the Retained Yield, which shall be paid directly to the Seller as provided in Section 5.02(b)) due on or after November December 1, 1998 1997 (excluding the amount allocable to principal and interest due on or prior to November December 1, 19981997); all Net Liquidation Proceeds and Net Insurance Proceeds with respect to any Financed Vehicle to which a Contract relates received on or after November December 1, 1998 1997 and all other proceeds received on or in respect of such Contracts (other than payments of Monthly P&I due prior to November December 1, 19981997), and any and all security interests in the Financed Vehicles; the Contract Documents relating to the Contracts (except the Contract Documents for Contracts which have been the subject of a Full Prepayment received on or after November December 1, 1998 1997 but no later than one Business Day prior to the Closing Date, in lieu of which the Seller shall have deposited in or credited to the Collection Account on or prior to the Closing Date an amount equal to such Full Prepayment); and all proceeds in any way delivered with respect to the foregoing, all rights to payments with respect to the foregoing and all rights to enforce the foregoing, provided that $_____________ of the principal amount of Contract number __________ is retained by the Seller. (b) The Bank has filed or caused to be filed UCC-1 financing statements, executed by the Bank as debtor, naming WFS as secured party and describing the Contracts originated by the Bank and transferred to WFS on or prior to the Closing Date as collateral with the Office of the Secretary of State of the State of California. WFS has filed or caused to be filed UCC-1 financing statements executed by WFS as debtor, naming the Seller as secured party and describing the Contracts as collateral with the office of the Secretary of State of the State of California. The Seller has filed or caused to be filed UCC-1 financing statements, executed by the Seller as debtor, naming the Collateral Agent, on behalf of the Insurer, as secured party and describing the Contracts as collateral, with the Office of the Secretary of State of the State of California. The grant of a security interest to the Collateral Agent on behalf of the Insurer and the rights of the Collateral Agent and the Insurer in respect of such security interest shall be governed by the Insurance Agreement. The Seller has filed or caused to be filed UCC-1 financing statements, executed by the Seller as debtor, naming the Owner Trust as secured party and describing the Contracts being sold by it to the Owner Trust as collateral, with the Office of the Secretary of State of the State of California. The Owner Trust has filed or caused to be filed UCC-1 financing statements, executed by the Owner Trust as debtor, naming the Indenture Trustee, on behalf of the Noteholders, as secured party and describing the Contracts as collateral, with the office of the Secretary of State of the States of Delaware and California. The grant of a security interest to the Indenture Trustee and the rights of the Indenture Trustee in the Contracts shall be governed by the Indenture. From time to time, the Master Servicer shall cause to be taken such actions as are necessary to continue the perfection of the respective interests of the Indenture Trustee, the Owner Trust and the Collateral Agent on behalf of the Insurer in the Contracts and to continue the first priority security interest of the Indenture Trustee (subject to the security interest of the Insurer pursuant to the Insurance Agreement) in the Financed Vehicles and their proceeds (other than, as to such priority, any statutory lien arising by operation of law after the Closing Date which is prior to such interest), including, without limitation, the filing of financing statements, amendments thereto or continuation statements and the making of notations on records or documents of title. If any change in the name, identity or corporate structure of the Seller or WFS or the relocation of the chief executive office of any of them would make any financing or continuation statement or notice of lien filed under this Agreement or the other Basic Documents seriously misleading within the meaning of applicable provisions of the UCC or any title statute, the Master Servicer, within the time period required by applicable law, shall file such financing statements or amendments as may be required to preserve and protect the interests of the Indenture Trustee, the Owner Trustee, the Securityholders and the Insurer in the Contracts, Financed Vehicles and the proceeds thereof. Promptly thereafter, the Master Servicer shall deliver to the Indenture Trustee, the Owner Trustee and the Insurer an Opinion of Counsel stating that, in the opinion of such counsel, all financing statements or amendments necessary fully to preserve and protect the interests of the Indenture Trustee, the Owner Trustee, Securityholders and the Insurer in the Contracts, Financed Vehicles and the proceeds thereof have been filed, and reciting the details of such filings. During the term of this Agreement, the Seller and WFS shall each maintain its chief executive office in one of the states of the United States, other than Louisiana or Tennessee. The Master Servicer shall pay all reasonable costs and disbursements in connection with the perfection and the maintenance of perfection, as against all third parties, of the Indenture Trustee's right, title and interest in and to the Contracts and in connection with maintaining the first priority security interest (subject to the security interest of the Insurer pursuant to the Insurance Agreement) in the Financed Vehicles and the proceeds thereof. ARTICLE THREEas