Common use of Protection of Title to Trust Clause in Contracts

Protection of Title to Trust. (a) The Master Servicer shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the perfection and priority of the interest of the Issuer, the Securityholders, the Indenture Trustee and the Owner Trustee in the Contracts and in the proceeds thereof. The Master Servicer shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Neither WFS, the Seller nor the Master Servicer shall change its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with Section 10.02(a) seriously misleading within the meaning of Section 9-507 of the UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least 60 days' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) WFS, the Seller and the Master Servicer shall give the Owner Trustee and the Indenture Trustee at least 60 days' prior written notice of any relocation of the principal executive office of WFS or the Seller and the Master Servicer or the Subservicers (in the case of notice provided by the Master Servicer) if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement. The Master Servicer shall at all times maintain each office from which it shall service Contracts, and its principal executive office, within the United States. (d) The Master Servicer shall maintain or cause to be maintained accounts and records as to each Contract accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Contract, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Contract and the amounts from time to time deposited in or credited to the Collection Account in respect of such Contract. (e) The Master Servicer shall maintain or cause to be maintained its computer systems and those of Subservicers so that, from and after the time of sale under this Agreement of the Contracts, the Master Servicer's and Subservicer's master computer records (including any backup archives) that shall refer to a Contract indicate clearly the interest of the Issuer and the Indenture Trustee in such Contract and that such Contract is owned by the Issuer and has been pledged to the Indenture Trustee. Indication of the Issuer's ownership of and the Indenture Trustee's interest in a Contract shall be deleted from or modified on the Master Servicer's computer systems when, and only when, the related Contract shall have been paid in full or repurchased or shall have become a Liquidated Contract.

Protection of Title to Trust. (a) The Master Servicer Seller shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the perfection and priority of the interest of the Issuer, the Securityholders, Issuer and of the Indenture Trustee and the Owner Trustee in the Contracts Receivables and in the proceeds thereof. The Master Servicer Seller shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee Trustees file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Neither WFS, the Seller nor the Master Servicer shall change its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with Section 10.02(a9.02(a) seriously misleading within the meaning of Section 9-507 507(c) of the UCC, unless it shall have given the Owner Trustee and the Indenture Trustee Trustees at least 60 30 days' prior written notice thereof and shall have promptly filed shall, within 30 days of such change, execute and file the appropriate amendments to all previously filed financing statements or continuation statements. (c) WFS, Each of the Seller and the Master Servicer shall give the Owner Trustee and the Indenture Trustee Trustees at least 60 days' prior written notice of any relocation of the its principal executive office of WFS or the Seller and the Master Servicer or the Subservicers (in the case of notice provided by the Master Servicer) if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement. The Master Servicer shall at all times maintain each office from which it shall service ContractsReceivables, and its principal executive office, within the United States. (d) The Master Servicer shall maintain or cause to be maintained accounts and records as to each Contract Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such ContractReceivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Contract Receivable and the amounts from time to time deposited in or credited to the Collection Account Accounts and any Payments Ahead held by the Servicer in respect of such ContractReceivable. (e) The Master Servicer shall maintain or cause to be maintained its computer systems and those of Subservicers so that, from and after the time of sale under this Agreement of the ContractsReceivables, the Master Servicer's and Subservicer's master computer records (including any backup archives) that shall refer to a Contract Receivable shall indicate clearly the interest of the Issuer and the Indenture Trustee in such Contract Receivable and that such Contract Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. Indication of the Issuer's ownership of and the Indenture Trustee's interest in a Contract Receivable shall be deleted from or modified on the Master Servicer's computer systems when, and only when, the related Contract Receivable shall have been paid in full or repurchased repurchased. (f) If at any time the Seller or the Servicer shall propose to sell, grant a security interest in, or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or printouts (including any restored from backup archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the Issuer and has been pledged to the Indenture Trustee. (g) The Servicer shall permit the Indenture Trustee and its agents at any time during normal business hours to inspect, audit and make copies of and abstracts from the Servicer's records regarding any Receivable. (h) Upon request, the Servicer shall furnish to the Owner Trustee or to the Indenture Trustee, within five Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Issuer, together with a reconciliation of such list to the Schedule of Receivables and to each of the Servicer's Certificates furnished before such request indicating removal of Receivables from the Issuer. (i) The Servicer shall deliver to the Trustees: (1) promptly after the execution and delivery of each amendment hereto, an Opinion of Counsel stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have become been executed and filed that are necessary to fully preserve and protect the interest of the Trustees in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) no such action shall be necessary to preserve and protect such interest; and (2) within 90 days after the beginning of each fiscal year of the Issuer beginning with the first fiscal year beginning more than three months after the Cutoff Date, an Opinion of Counsel, dated as of a Liquidated Contractdate during such 90-day period, stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trustees in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) no such action shall be necessary to preserve and protect such interest. Each Opinion of Counsel referred to in clause (1) or (2) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest. (j) The Seller shall, to the extent required by applicable law, cause the Notes to be registered with the Commission pursuant to Section 12(b) or Section 12(g) of the Exchange Act within the time periods specified in such sections.

Protection of Title to Trust. (a) The Master Servicer shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the perfection and priority of the interest interests of the Issuer, the Securityholders[, the Indenture Trustee [Swap][Cap] Counterparty] and the Owner Indenture Trustee in the Contracts and in the proceeds thereof. The Master Servicer shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. The Trust Depositor authorizes the Trust to file financing statements describing the Trust Corpus as collateral. (b) Neither WFSthe Seller, the Seller Trust Depositor nor the Master Servicer shall change its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with Section 10.02(a) 4.02 seriously misleading within the meaning of Section § 9-507 of the UCC, unless it shall have given the Issuer, the Owner Trustee and the Indenture Trustee at least 60 30 days' ’ prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) WFS, the The Seller and the Master Servicer Trust Depositor shall give the Issuer, the Owner Trustee and the Indenture Trustee at least 60 30 days' ’ prior written notice of any relocation change in its state of the principal executive office of WFS or the Seller and the Master Servicer or the Subservicers (in the case of notice provided by the Master Servicer) if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statementincorporation. The Master Servicer shall at all times maintain each office from which it shall service Contracts, and its principal executive office, within the United States. (d) The Master Servicer shall maintain or cause to be maintained accounts and records as to each Contract accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Contract, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Contract and the amounts from time to time deposited in or credited to the Collection Account in respect of such each Contract. (e) The Master Servicer shall maintain or cause to be maintained its computer systems and those of Subservicers so that, from and after the time of sale under this Agreement of the Contracts, the Master Servicer's and Subservicer's master computer records (including any backup archives) that shall refer to a Contract indicate clearly the interest of the Issuer and the Indenture Trustee in such Contract and that such Contract is owned by the Issuer and has been pledged to the Indenture Trustee. Indication of the Issuer's ownership of and the Indenture Trustee's interest in a Contract shall be deleted from or modified on the Master Servicer's computer systems when, and only when, the related Contract shall have been paid in full or repurchased or shall have become a Liquidated Contract.

Protection of Title to Trust. (a) The Master Servicer shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the perfection and priority of the interest of the Issuer, the Securityholders, the Indenture Trustee, the Owner Trustee and the Owner Trustee Insurer in the Contracts and in the proceeds thereof. The Master Servicer shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Neither the WFS, the Seller nor the Master Servicer shall change its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with Section 10.02(a) seriously misleading within the meaning of Section 9-507 402(7) of the UCC, unless it shall have given the Insurer, the Owner Trustee and the Indenture Trustee at least 60 days' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) WFS, the Seller and the Master Servicer shall give the Insurer, the Owner Trustee and the Indenture Trustee at least 60 days' prior written notice of any relocation of the principal executive office of WFS or the Seller and the Master Servicer or the Subservicers (in the case of notice provided by the Master Servicer) if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement. The Master Servicer shall at all times maintain each office from which it shall service Contracts, and its principal executive office, within the United States. (d) The Master Servicer shall maintain or cause to be maintained accounts and records as to each Contract accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Contract, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Contract and the amounts from time to time deposited in or credited to the Collection Account and the Holding Account in respect of such Contract. (e) The Master Servicer shall maintain or cause to be maintained its computer systems and those of Subservicers so that, from and after the time of sale under this Agreement of the Contracts, the Master Servicer's and Subservicer's master computer records (including any backup archives) that shall refer to a Contract indicate clearly the interest of the Issuer and the Indenture Trustee in such Contract and that such Contract is owned by the Issuer and has been pledged to the Indenture Trustee. Indication of the Issuer's ownership of and the Indenture Trustee's interest in a Contract shall be deleted from or modified on the Master Servicer's computer systems when, and only when, the related Contract shall have been paid in full or repurchased or shall have become a Liquidated Contract. (f) If at any time the Seller, the Master Servicer or a Subservicer shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive retail installment sales contracts to any prospective purchaser, lender or other transferee, the Master Servicer shall give or cause to be given to such prospective purchaser, lender or other transferee computer tapes, records or print-outs (including any restored from back-up archives) that, if they shall refer in any manner whatsoever to any Contract, shall indicate clearly that such Contract has been sold and is owned by the Issuer and has been pledged to the Indenture Trustee. (g) The Master Servicer shall permit the Owner Trustee, the Indenture Trustee and the Insurer and its agents, at any time during normal business hours, to inspect, audit and make copies of and abstracts from the Master Servicer's records regarding any Contract. (h) Upon request, the Master Servicer shall furnish to the Owner Trustee, the Indenture Trustee and the Insurer, within five Business Days, a list of all Contracts then held as part of the Trust Estate, together with a reconciliation of such list to the Schedule of Contracts and to each of the Distribution Date Statements furnished before such request indicating removal of Contracts from the Trust. (i) The Master Servicer shall deliver to the Owner Trustee, the Indenture Trustee, each Rating Agency and the Insurer: (1) promptly after the execution and delivery of this Agreement and of each amendment hereto, an Opinion of Counsel stating that, in the opinion of such counsel, the Indenture Trustee holds a perfected security interest in the Contracts, that the Trust holds title to the Contracts subject to the security interest of the Indenture Trustee and the lien of the Insurer pursuant to the Insurance Agreement, and that the Insurer holds a lien on the Contracts under the Insurance Agreement, subject to applicable subordination; and (2) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cut-Off Date, an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Owner Trustee and the Indenture Trustee in the Contracts, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest.

Protection of Title to Trust. (a) The Master Servicer Seller shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the perfection and priority of the interest of the Issuer, the Securityholders, Issuer and of the Indenture Trustee and the Owner Trustee in the Contracts Receivables and in the proceeds thereof. The Master Servicer Seller shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee Trustees file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Neither WFS, the Seller nor the Master Servicer shall change its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with Section 10.02(a9.02(a) seriously misleading within the meaning of Section 9-507 507(c) of the UCC, unless it shall have given the Owner Trustee and the Indenture Trustee Trustees at least 60 30 days' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) WFS, Each of the Seller and the Master Servicer shall give the Owner Trustee and the Indenture Trustee Trustees at least 60 days' prior written notice of any relocation of the its principal executive office of WFS or the Seller and the Master Servicer or the Subservicers (in the case of notice provided by the Master Servicer) if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement. The Master Servicer shall at all times maintain each office from which it shall service ContractsReceivables, and its principal executive office, within the United States. (d) The Master Servicer shall maintain or cause to be maintained accounts and records as to each Contract Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such ContractReceivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Contract Receivable and the amounts from time to time deposited in or credited to the Collection Account Accounts and any Payments Ahead held by the Servicer in respect of such ContractReceivable. (e) The Master Servicer shall maintain or cause to be maintained its computer systems and those of Subservicers so that, from and after the time of sale under this Agreement of the ContractsReceivables, the Master Servicer's and Subservicer's master computer records (including any backup archives) that shall refer to a Contract Receivable shall indicate clearly the interest of the Issuer and the Indenture Trustee in such Contract Receivable and that such Contract Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. Indication of the Issuer's ownership of and the Indenture Trustee's interest in a Contract Receivable shall be deleted from or modified on the Master Servicer's computer systems when, and only when, the related Contract Receivable shall have been paid in full or repurchased repurchased. (f) If at any time the Seller or the Servicer shall propose to sell, grant a security interest in, or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or printouts (including any restored from backup archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the Issuer and has been pledged to the Indenture Trustee. (g) The Servicer shall permit the Indenture Trustee and its agents at any time during normal business hours to inspect, audit and make copies of and abstracts from the Servicer's records regarding any Receivable. (h) Upon request, the Servicer shall furnish to the Owner Trustee or to the Indenture Trustee, within five Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Issuer, together with a reconciliation of such list to the Schedule of Receivables and to each of the Servicer's Certificates furnished before such request indicating removal of Receivables from the Issuer. (i) The Servicer shall deliver to the Trustees: (1) promptly after the execution and delivery of this Agreement and of each amendment hereto, an Opinion of Counsel stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have become been executed and filed that are necessary fully to preserve and protect the interest of the Trustees in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) no such action shall be necessary to preserve and protect such interest; and (2) within 90 days after the beginning of each fiscal year of the Issuer beginning with the first fiscal year beginning more than three months after the Cutoff Date, an Opinion of Counsel, dated as of a Liquidated Contractdate during such 90-day period, stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trustees in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) no such action shall be necessary to preserve and protect such interest. Each Opinion of Counsel referred to in clause (1) or (2) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest. (j) The Seller shall, to the extent required by applicable law, cause the Notes to be registered with the Commission pursuant to Section 12(b) or Section 12(g) of the Exchange Act within the time periods specified in such sections.

Protection of Title to Trust. (a) The Master Servicer Seller shall execute authorize and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places 55 (Nissan 2016-C Sale and Servicing Agreement) as may be required by law fully to preserve, maintain and protect the perfection and priority of the interest of the Issuer, the Securityholders, Issuer and of the Indenture Trustee and the Owner Trustee in the Contracts Receivables and in the proceeds thereof. The Master Servicer Seller shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Neither WFS, The Seller and the Seller nor the Master Servicer shall notify the Owner Trustee and the Indenture Trustee within 30 days after any change of its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with Section 10.02(aparagraph (a) above seriously misleading within the meaning of Section 9-507 507(c) of the UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least 60 days' prior written notice thereof and shall have promptly filed file appropriate amendments to all previously filed financing statements or continuation statements. (c) WFS, the Seller and the Master Servicer shall give the Owner Trustee and the Indenture Trustee at least 60 days' prior written notice of any relocation of the principal executive office of WFS or the Seller and the Master Servicer or the Subservicers (in the case of notice provided by the Master Servicer) if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement. The Master Servicer shall at all times maintain each office from which it shall service Contracts, and its principal executive office, within the United States. (d) The Master Servicer shall maintain or cause to be maintained accounts and records as to each Contract Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such ContractReceivable, including payments and recoveries made and payments owing (and the nature of each) ), and (ii) reconciliation between payments or recoveries on (or with respect to) each Contract Receivable and the amounts from time to time deposited in or credited to the Collection Account in respect of such ContractReceivable. (ed) The Master Servicer shall maintain or cause to be maintained its computer systems and those of Subservicers so that, from and after the time of sale under this Agreement of the ContractsReceivables to the Trust, the Master Servicer's and Subservicer's ’s master computer records (including any backup archives) that shall refer to a Contract any Receivable shall indicate clearly the interest of the Issuer and the Indenture Trustee in such Contract Receivable and that such Contract Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. The Servicer shall at all times maintain control of the Receivables constituting electronic chattel paper. Indication of the Issuer's ownership of and the Indenture Trustee's interest these respective interests in a Contract Receivable shall be deleted from or modified on the Master Servicer's ’s computer systems when, and only when, the related Contract shall have been paid in full or repurchased or Receivable shall have become a Liquidated ContractReceivable or been purchased by the Seller or NMAC. (e) If at any time the Seller or the Servicer shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to, any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or printouts that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the Issuer and has been pledged to the Indenture Trustee.

Protection of Title to Trust. (a) The Master Servicer shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the perfection and priority of the interest of the Issuer, the Securityholders, the Indenture Trustee and the Owner Trustee in the Contracts and in the proceeds thereof. The Master Servicer shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Neither WFS, the Seller nor the Master Servicer shall change its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with Section 10.02(a) seriously misleading within the meaning of Section 9-507 of the UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least 60 days' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. The prior sentence notwithstanding, WFS may change its name to Western Financial Auto and the Seller may change its name to Western Financial ABS 3 without prior notice to the Owner Trustee or the Indenture Trustee, provided it shall timely comply with the requirements of Section 2.01(c). (c) WFS, the Seller and the Master Servicer shall give the Owner Trustee and the Indenture Trustee at least 60 days' prior written notice of any relocation of the principal executive office of WFS or the Seller and the Master Servicer or the Subservicers (in the case of notice provided by the Master Servicer) or the reincorporation of any of them in a different jurisdiction if, as a result of such relocationrelocation or reincorporation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement. The Master Servicer shall at all times maintain each office from which it shall service Contracts, and its principal executive office, within the United States. (d) The Master Servicer shall maintain or cause to be maintained accounts and records as to each Contract accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Contract, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Contract and the amounts from time to time deposited in or credited to the Collection Account in respect of such Contract. (e) The Master Servicer shall maintain or cause to be maintained its computer systems and those of Subservicers so that, from and after the time of sale under this Agreement of the Contracts, the Master Servicer's and Subservicer's master computer records (including any backup archives) that shall refer to a Contract indicate clearly the interest of the Issuer and the Indenture Trustee in such Contract and that such Contract is owned by the Issuer and has been pledged to the Indenture Trustee. Indication of the Issuer's ownership of and the Indenture Trustee's interest in a Contract shall be deleted from or modified on the Master Servicer's computer systems when, and only when, the related Contract shall have been paid in full or repurchased or shall have become a Liquidated Contract. (f) If at any time the Seller, the Master Servicer or a Subservicer shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive retail installment sales contracts or installment loans to any prospective purchaser, lender or other transferee, the Master Servicer shall give or cause to be given to such prospective purchaser, lender or other transferee computer tapes, records or print-outs (including any restored from back-up archives) that, if they shall refer in any manner whatsoever to any Contract, shall indicate clearly that such Contract has been sold and is owned by the Issuer and has been pledged to the Indenture Trustee. (g) The Master Servicer shall permit the Owner Trustee, the Indenture Trustee and its agents, at any time during normal business hours, to inspect, audit and make copies of and abstracts from the Master Servicer's records regarding any Contract. (h) Upon request, the Master Servicer shall furnish to the Owner Trustee and the Indenture Trustee, within five Business Days, a list of all Contracts then held as part of the Trust Estate, together with a reconciliation of such list to the Schedule of Contracts and to each of the Distribution Date Statements furnished before such request indicating removal of Contracts from the Issuer. (i) The Master Servicer shall deliver to the Owner Trustee, the Indenture Trustee and each Rating Agency: (i) promptly after the execution and delivery of this Agreement and of each amendment hereto, an Opinion of Counsel stating that, in the opinion of such counsel, the Indenture Trustee holds a perfected security interest in the Contracts, that the Issuer holds title to the Contracts subject to the security interest of the Indenture Trustee; and (ii) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cut-Off Date, an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Owner Trustee and the Indenture Trustee in the Contracts, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest.

Protection of Title to Trust. (a) The Master Servicer shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the perfection and priority of the interest of the Issuer, the Securityholders, the Indenture Trustee, the Owner Trustee and the Owner Trustee Insurer in the Contracts and in the proceeds thereof. The Master Servicer shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Neither the WFS, the Seller nor the Master Servicer shall change its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with Section 10.02(a) seriously misleading within the meaning of Section 9-507 402(7) of the UCC, unless it shall have given the Insurer, the Owner Trustee and the Indenture Trustee at least 60 days' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) WFS, the Seller and the Master Servicer shall give the Insurer, the Owner Trustee and the Indenture Trustee at least 60 days' prior written notice of any relocation of the principal executive office of WFS or the Seller and the Master Servicer or the Subservicers (in the case of notice provided by the Master Servicer) if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement. The Master Servicer shall at all times maintain each office from which it shall service Contracts, and its principal executive office, within the United States. (d) The Master Servicer shall maintain or cause to be maintained accounts and records as to each Contract accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Contract, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Contract and the amounts from time to time deposited in or credited to the Collection Account in respect of such Contract. (e) The Master Servicer shall maintain or cause to be maintained its computer systems and those of Subservicers so that, from and after the time of sale under this Agreement of the Contracts, the Master Servicer's and Subservicer's master computer records (including any backup archives) that shall refer to a Contract indicate clearly the interest of the Issuer and the Indenture Trustee in such Contract and that such Contract is owned by the Issuer and has been pledged to the Indenture Trustee. Indication of the Issuer's ownership of and the Indenture Trustee's interest in a Contract shall be deleted from or modified on the Master Servicer's computer systems when, and only when, the related Contract shall have been paid in full or repurchased or shall have become a Liquidated Contract.

Protection of Title to Trust. (a) The Master Servicer Depositor shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the perfection and priority of the interest of the Issuer, the Securityholders, the Indenture Trustee Certificateholders and the Owner Trustee in the Contracts Receivables and in the proceeds thereof. The Master Servicer Depositor shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Neither WFS, the Seller Depositor nor the Master Servicer shall change its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with Section 10.02(aparagraph (a) above seriously misleading within the meaning of Section 9-507 402(7) of the UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least 60 five days' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) WFS, Each of the Seller Depositor and the Master Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee at least 60 days' prior written notice of any relocation of the its principal executive office of WFS or the Seller and the Master Servicer or the Subservicers (in the case of notice provided by the Master Servicer) if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement statement, and shall promptly file any such amendment or new financing statement. The Master Servicer shall at all times maintain its principal executive office and each office from which it shall service Contracts, and its principal executive office, Receivables within the United StatesStates of America. (d) The Master Servicer shall maintain or cause to be maintained accounts and records as to each Contract Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such ContractReceivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Contract Receivable and the amounts from time to time deposited in or credited to the Collection Distribution Account in respect of such ContractReceivable. (e) The Master Servicer shall maintain or cause to be maintained its computer systems and those of Subservicers so that, from and after the time of sale under this Agreement of the ContractsReceivables to the Trustee, the Master Servicer's and Subservicer's master computer records (including any backup back-up archives) that shall refer to a Contract Receivable shall indicate clearly the interest of the Issuer and the Indenture Trustee Trust, in such Contract Receivable, and that such Contract Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. Indication of the IssuerTrustee's ownership of and the Indenture Trustee's interest in a Contract Receivable shall be deleted from or modified on the Master Servicer's computer systems when, and only when, the related Contract such Receivable shall have been paid in full or repurchased repurchased. (f) If at any time the Depositor or the Servicer shall have become propose to sell, grant a Liquidated Contractsecurity interest in, or otherwise transfer any interest in automotive receivables to, any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or print-outs (including any restored from back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the Trustee. (g) The Servicer shall permit the Trustee and its agents at any time during normal business hours to inspect, audit and make copies of and abstracts from the Servicer's records regarding any Receivable. (h) Upon request, the Servicer shall furnish to the Trustee, within five Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust, together with a reconciliation of such list to the Schedule of Receivables and to each of the Servicer's Certificates furnished before such request indicating removal of Receivables from the Trust.

Protection of Title to Trust. (a) The Master Servicer Initial Beneficial Holder shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the perfection and priority of the interest of the Issuer, the Securityholders, the Indenture Trustee Issuer and the Owner interests of the Trustee in the Contracts Mortgage Loans and in the proceeds thereof. The Master Servicer Initial Beneficial Holder shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Neither WFS, the Seller Initial Beneficial Holder nor the Master Servicer shall change its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with Section 10.02(a10.2(a) above seriously misleading within the meaning of Section 9-507 506(1) of the UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least 60 [30] days' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) WFS, [Each of the Seller Initial Beneficial Holder and the Master Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee at least 60 [30] days' prior written notice of any relocation of the its principal executive office of WFS or the Seller and the Master Servicer or the Subservicers (in the case of notice provided by the Master Servicer) if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement. amendment.] The Master Servicer shall at all times maintain each office from which it shall service ContractsMortgage Loans, and its principal executive office, within the United StatesStates of America. (d) The Master Servicer shall maintain or cause to be maintained accounts and records as to each Contract Mortgage Loan accurately and in sufficient detail to permit permit: (i) the reader thereof to know at any time the status of such ContractMortgage Loan, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Contract Mortgage Loan and the amounts from time to time deposited in or credited to the Collection Account in respect of such ContractMortgage Loan. (e) The Master Servicer shall maintain or cause to be maintained its computer systems and those of Subservicers so that, from and after the time of sale under this Agreement of the ContractsMortgage Loans, the Master Servicer's and Subservicer's master computer records (including any backup archives) that shall refer to a Contract Mortgage Loan shall indicate clearly the interest of the Issuer and the Indenture Trustee in such Contract Mortgage Loan and that such Contract Mortgage Loan is owned by the Issuer and has been pledged to the Indenture Trustee. Indication of the Issuer's ownership of and the Indenture Trustee's interest in a Contract Mortgage Loan shall be deleted from or modified on the Master Servicer's computer systems when, and only when, the related Contract Mortgage Loan shall have been paid in full or repurchased by the Initial Beneficial Holder or purchased by the Master Servicer. (f) If at any time the Initial Beneficial Holder or the Master Servicer shall propose to sell, grant a security interest in or otherwise transfer any interest in mortgage loans to any prospective purchaser, lender or other transferee, the Master Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or printouts (including any restored from backup archives) that, if they shall refer in any manner whatsoever to any Mortgage Loan, shall indicate clearly that such Mortgage Loan has been sold and is owned by the Issuer and has been pledged to the Trustee. (g) The Master Servicer shall permit the Trustee and its agents at any time during normal business hours to inspect, audit and make copies of and abstracts from the Master Servicer's records regarding any Mortgage Loan. (h) Upon request at any time the Owner Trustee or the Trustee shall have become reasonable grounds to believe that such request is necessary in connection with the performance of its duties under this Agreement or any of the Basic Documents, the Master Servicer shall furnish to the Owner Trustee or to the Trustee, within [ ] Business Days, a Liquidated Contractlist of all Mortgage Loans (by contract number and name of Mortgagor) then held as part of the Trust, together with a reconciliation of such list to the Mortgage Loan Schedule and to each of the Master Servicer's Certificates furnished before such request indicating removal of Mortgage Loans from the Trust. (i) The Master Servicer shall deliver to the Owner Trustee and the Trustee: (1) promptly after the execution and delivery of this Agreement and of each amendment thereto, an Opinion of Counsel either: (A) stating that, in the opinion of such counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Owner Trustee and the Trustee in the Mortgage Loans, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest; and (2) within [90] days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cut-off Date, an Opinion of Counsel, dated as of a date during such [90]-day period, either: (A) stating that, in the opinion of such counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Owner Trustee and the Trustee in the Mortgage Loans, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. Each Opinion of Counsel referred to in clause (l) or (2) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest. (j) The Initial Beneficial Holder shall, to the extent required by applicable law, cause the Certificates and the Notes to be registered with the Commission pursuant to Section 12(b) or Section 12(g) of the Exchange Act within the time periods specified in such sections.

Protection of Title to Trust. (a) The Master Servicer Seller or Servicer, or both, shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain maintain, and protect the perfection and priority of the interest of the Issuer, the Securityholders, Trust and the Indenture Trustee and for the Owner Trustee benefit of the Noteholders in the Contracts Receivables and in the proceeds thereof. The Master Servicer Seller or Servicer, or both, shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Neither WFS, the Seller nor the Master Servicer shall change its name, identity identity, or corporate structure in any manner that would, could could, or might make any financing statement or continuation statement filed by the Seller or the Servicer in accordance with Section 10.02(aparagraph (a) above seriously misleading within the meaning of Section ss. 9-507 506(b) of the Relevant UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least 60 sixty (60) days' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) WFS, the The Seller and the Master Servicer shall give the Owner Trustee and the Indenture Trustee at least 60 sixty (60) days' prior written notice of any relocation change in its jurisdiction of the principal executive office of WFS or the Seller and the Master Servicer or the Subservicers (in the case of notice provided by the Master Servicer) organization if, as a result of such relocationrelocation or change, the applicable provisions of the Relevant UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment amendment, continuation statement or any new financing statement. The Master Servicer shall at all times maintain each office from which it shall service Contracts, Receivables and its principal executive office, jurisdiction of organization within the United StatesStates of America. (d) The Master Servicer shall maintain or cause to be maintained accounts and records as to each Contract Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such ContractReceivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Contract Receivable and the amounts from time to time deposited in or credited to the Collection Account, Payahead Account, the Reserve Account in respect of such Contractand the Yield Supplement Account. (e) The Master Servicer shall maintain or cause to be maintained its computer systems and those of Subservicers so that, from and after the time of sale under this Agreement of the ContractsReceivables to the Trust, the Master Servicer's and Subservicer's master computer records (including any backup back-up archives) that shall refer to a Contract Receivable shall indicate clearly the interest of the Issuer Trust and the Indenture Trustee in such Contract Receivable and that such Contract Receivable is owned by the Issuer Trust and has been pledged to the Indenture TrusteeTrustee pursuant to the Indenture. Indication of the IssuerTrust's ownership of and the Indenture Trustee's interest in a Contract Receivable shall be deleted from or modified on the Master Servicer's computer systems when, and only when, the related Contract Receivable shall have been paid in full or repurchased by the Seller or purchased by the Servicer. (f) If at any time the Seller or the Servicer shall propose to sell, grant a security interest in, or otherwise transfer any interest in any automobile or sports-utility vehicle receivables to any prospective purchaser, lender, or other transferee, the Servicer shall give to such prospective purchaser, lender, or other transferee computer tapes, compact disks, records, or print-outs (including any restored from back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the Trust and has been pledged to the Indenture Trustee unless such Receivable has been paid in full or repurchased by the Seller or purchased by the Servicer. (g) The Servicer shall permit the Owner Trustee, the Indenture Trustee and their respective agents at any time during normal business hours to inspect, audit, and make copies of and abstracts from the Servicer's records regarding any Receivable. (h) Upon request, the Servicer shall furnish to the Owner Trustee and the Indenture Trustee, within ten (10) Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust, together with a reconciliation of such list to the Schedule of Receivables and to each of the Servicer's Certificates furnished before such request indicating removal of Receivables from the Trust. (i) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee: (1) promptly after the execution and delivery of each amendment to any financing statement, an Opinion of Counsel either (A) stating that, in the opinion of such Counsel, all financing statements and continuation statements have become been executed and filed that are necessary fully to preserve and protect the interest of the Trust and the Indenture Trustee in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such Counsel, no such action shall be necessary to preserve and protect such interest; and (2) within ninety (90) days after the beginning of each calendar year commencing in the year 2002, an Opinion of Counsel, dated as of a Liquidated Contractdate during such 90-day period, either (A) stating that, in the opinion of such Counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust and the Indenture Trustee in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such Counsel, no such action shall be necessary to preserve and protect such interest. Each Opinion of Counsel referred to in clause (i)(1) or (i)(2) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest. (j) The Seller shall, to the extent required by applicable law, cause the Notes to be registered with the Commission pursuant to Section 12(b) or Section 12(g) of the Exchange Act within the time periods specified in such sections.

Protection of Title to Trust. (a) The Master Servicer Seller shall execute authorize and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the perfection and priority of the interest of the Issuer, the Securityholders, Issuer and of the Indenture Trustee and the Owner Trustee in the Contracts Receivables and in the proceeds thereof. The Master Servicer Seller shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.. 55 (NAROT 2023-B Sale and Servicing Agreement) (b) Neither WFS, The Seller and the Seller nor the Master Servicer shall notify the Owner Trustee and the Indenture Trustee within 30 days after any change of its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with Section 10.02(aparagraph (a) above seriously misleading within the meaning of Section 9-507 507(c) of the UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least 60 days' prior written notice thereof and shall have promptly filed file appropriate amendments to all previously filed financing statements or continuation statements. (c) WFS, the Seller and the Master Servicer shall give the Owner Trustee and the Indenture Trustee at least 60 days' prior written notice of any relocation of the principal executive office of WFS or the Seller and the Master Servicer or the Subservicers (in the case of notice provided by the Master Servicer) if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement. The Master Servicer shall at all times maintain each office from which it shall service Contracts, and its principal executive office, within the United States. (d) The Master Servicer shall maintain or cause to be maintained accounts and records as to each Contract Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such ContractReceivable, including payments and recoveries made and payments owing (and the nature of each) ), and (ii) reconciliation between payments or recoveries on (or with respect to) each Contract Receivable and the amounts from time to time deposited in or credited to the Collection Account in respect of such ContractReceivable. (ed) The Master Servicer shall maintain or cause to be maintained its computer systems and those of Subservicers so that, from and after the time of sale under this Agreement of the ContractsReceivables to the Trust, the Master Servicer's and Subservicer's ’s master computer records (including any backup archives) that shall refer to a Contract any Receivable shall indicate clearly the interest of the Issuer and the Indenture Trustee in such Contract Receivable and that such Contract Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. The Servicer shall at all times maintain control of the Receivables constituting electronic chattel paper. Indication of the Issuer's ownership of and the Indenture Trustee's interest these respective interests in a Contract Receivable shall be deleted from or modified on the Master Servicer's ’s computer systems when, and only when, the related Contract shall have been paid in full or repurchased or Receivable shall have become a Liquidated ContractReceivable or been purchased by the Seller or NMAC. (e) If at any time the Seller or the Servicer shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to, any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or printouts that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the Issuer and has been pledged to the Indenture Trustee.

Protection of Title to Trust. (a) The Master Servicer shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the perfection and priority of the interest of the Issuer, the Securityholders, the Indenture Trustee, the Owner Trustee and the Owner Trustee Insurer in the Contracts and in the proceeds thereof. The Master Servicer shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Neither WFS, the Seller nor the Master Servicer shall change its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with Section 10.02(a) seriously misleading within the meaning of Section 9-507 of the UCC, unless it shall have given the Insurer, the Owner Trustee and the Indenture Trustee at least 60 days' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) WFS, the Seller and the Master Servicer shall give the Insurer, the Owner Trustee and the Indenture Trustee at least 60 days' prior written notice of any relocation of the principal executive office of WFS or the Seller and the Master Servicer or the Subservicers (in the case of notice provided by the Master Servicer) if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement. The Master Servicer shall at all times maintain each office from which it shall service Contracts, and its principal executive office, within the United States. (d) The Master Servicer shall maintain or cause to be maintained accounts and records as to each Contract accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Contract, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Contract and the amounts from time to time deposited in or credited to the Collection Account and the Holding Account in respect of such Contract. (e) The Master Servicer shall maintain or cause to be maintained its computer systems and those of Subservicers so that, from and after the time of sale under this Agreement of the Contracts, the Master Servicer's and Subservicer's master computer records (including any backup archives) that shall refer to a Contract indicate clearly the interest of the Issuer and the Indenture Trustee in such Contract and that such Contract is owned by the Issuer and has been pledged to the Indenture Trustee. Indication of the Issuer's ownership of and the Indenture Trustee's interest in a Contract shall be deleted from or modified on the Master Servicer's computer systems when, and only when, the related Contract shall have been paid in full or repurchased or shall have become a Liquidated Contract. (f) If at any time the Seller, the Master Servicer or a Subservicer shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive retail installment sales contracts to any prospective purchaser, lender or other transferee, the Master Servicer shall give or cause to be given to such prospective purchaser, lender or other transferee computer tapes, records or print-outs (including any restored from back-up archives) that, if they shall refer in any manner whatsoever to any Contract, shall indicate clearly that such Contract has been sold and is owned by the Issuer and has been pledged to the Indenture Trustee. (g) The Master Servicer shall permit the Owner Trustee, the Indenture Trustee and the Insurer and its agents, at any time during normal business hours, to inspect, audit and make copies of and abstracts from the Master Servicer's records regarding any Contract. (h) Upon request, the Master Servicer shall furnish to the Owner Trustee, the Indenture Trustee and the Insurer, within five Business Days, a list of all Contracts then held as part of the Trust Estate, together with a reconciliation of such list to the Schedule of Contracts and to each of the Distribution Date Statements furnished before such request indicating removal of Contracts from the Issuer. (i) The Master Servicer shall deliver to the Owner Trustee, the Indenture Trustee, each Rating Agency and the Insurer: (i) promptly after the execution and delivery of this Agreement and of each amendment hereto, an Opinion of Counsel stating that, in the opinion of such counsel, the Indenture Trustee holds a perfected security interest in the Contracts, that the Issuer holds title to the Contracts subject to the security interest of the Indenture Trustee and the lien of the Insurer pursuant to the Insurance Agreement, and that the Insurer holds a lien on the Contracts under the Insurance Agreement, subject to applicable subordination; and (ii) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cut-Off Date, an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Owner Trustee and the Indenture Trustee in the Contracts, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest.

Protection of Title to Trust. (a) The Master Servicer Seller shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the perfection and priority of the interest of the Issuer, the Securityholders, Issuer and of the Indenture Trustee and the Owner Trustee in the Contracts Receivables and in the proceeds thereof. The Master Servicer Seller shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee Trustees file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Neither WFS, the Seller nor the Master Servicer shall change its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with Section 10.02(a9.02(a) seriously misleading within the meaning of Section 9-507 507(c) of the UCC, unless it shall have given the Owner Trustee and the Indenture Trustee Trustees at least 60 30 days' ’ prior written notice thereof and shall have promptly filed shall, within 30 days of such change, execute and file the appropriate amendments to all previously filed financing statements or continuation statements. (c) WFS, Each of the Seller and the Master Servicer shall give the Owner Trustee and the Indenture Trustee Trustees at least 60 days' ’ prior written notice of any relocation of the its principal executive office of WFS or the Seller and the Master Servicer or the Subservicers (in the case of notice provided by the Master Servicer) if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement. The Master Servicer shall at all times maintain each office from which it shall service ContractsReceivables, and its principal executive office, within the United States. (d) The Master Servicer shall maintain or cause to be maintained accounts and records as to each Contract Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such ContractReceivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Contract Receivable and the amounts from time to time deposited in or credited to the Collection Account in respect of such ContractAccounts. (e) The Master Servicer shall maintain or cause to be maintained its computer systems and those of Subservicers so that, from and after the time of sale under this Agreement of the ContractsReceivables, the Master Servicer's and Subservicer's ’s master computer records (including any backup archives) that shall refer to a Contract Receivable shall indicate clearly the interest of the Issuer and the Indenture Trustee in such Contract Receivable and that such Contract Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. Indication of the Issuer's ownership of ’s and the Indenture Trustee's ’s interest in a Contract Receivable shall be deleted from or modified on the Master Servicer's ’s computer systems when, and only when, the related Contract Receivable shall have been paid in full or repurchased repurchased. (f) If at any time the Seller or the Servicer shall propose to sell, grant a security interest in, or otherwise transfer any interest in motor vehicle receivables (including automobiles and light-duty trucks) [or motorcycle receivables] to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or printouts (including any restored from backup archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the Issuer and has been pledged to the Indenture Trustee. (g) The Servicer shall permit the Indenture Trustee and its agents at any time during normal business hours to inspect, audit and make copies of and abstracts from the Servicer’s records regarding any Receivable. (h) Upon request, the Servicer shall furnish to the Owner Trustee or to the Indenture Trustee, within five Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Issuer, together with a reconciliation of such list to the Schedule of Receivables and to each of the Servicer’s Certificates furnished before such request indicating removal of Receivables from the Issuer. (i) The Servicer shall deliver to the Trustees: (1) promptly after the execution and delivery of each amendment hereto, an Opinion of Counsel stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have become been executed and filed that are necessary to fully preserve and protect the interest of the Trustees in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) no such action shall be necessary to preserve and protect such interest; and (2) within 90 days after the beginning of each fiscal year of the Issuer beginning with the first fiscal year beginning more than three months after the Cutoff Date, an Opinion of Counsel, dated as of a Liquidated Contractdate during such 90-day period, stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trustees in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) no such action shall be necessary to preserve and protect such interest. Each Opinion of Counsel referred to in clause (1) or (2) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest. (j) The Seller shall, to the extent required by applicable law, cause the Notes to be registered with the Commission pursuant to Section 12(b) or Section 12(g) of the Exchange Act within the time periods specified in such sections.

Protection of Title to Trust. (a) The Master Servicer shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the perfection and priority of the interest of the Issuer, the Securityholders, the Indenture Trustee, the Owner Trustee and the Owner Trustee Insurer in the Contracts and in the proceeds thereof. The Master Servicer shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Neither the WFS, the Seller nor the Master Servicer shall change its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with Section 10.02(a) seriously misleading within the meaning of Section 9-507 402(7) of the UCC, unless it shall have given the Insurer, the Owner Trustee and the Indenture Trustee at least 60 days' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) WFS, the Seller and the Master Servicer shall give the Insurer, the Owner Trustee and the Indenture Trustee at least 60 days' prior written notice of any relocation of the principal executive office of WFS or the Seller and the Master Servicer or the Subservicers (in the case of notice provided by the Master Servicer) if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement 78 84 and shall promptly file any such amendment or new financing statement. The Master Servicer shall at all times maintain each office from which it shall service Contracts, and its principal executive office, within the United States. (d) The Master Servicer shall maintain or cause to be maintained accounts and records as to each Contract accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Contract, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Contract and the amounts from time to time deposited in or credited to the Collection Account and the Holding Account in respect of such Contract. (e) The Master Servicer shall maintain or cause to be maintained its computer systems and those of Subservicers so that, from and after the time of sale under this Agreement of the Contracts, the Master Servicer's and Subservicer's master computer records (including any backup archives) that shall refer to a Contract indicate clearly the interest of the Issuer and the Indenture Trustee in such Contract and that such Contract is owned by the Issuer and has been pledged to the Indenture Trustee. Indication of the Issuer's ownership of and the Indenture Trustee's interest in a Contract shall be deleted from or modified on the Master Servicer's computer systems when, and only when, the related Contract shall have been paid in full or repurchased or shall have become a Liquidated Contract. (f) If at any time the Seller, the Master Servicer or a Subservicer shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive retail installment sales contracts to any prospective purchaser, lender or other transferee, the Master Servicer shall give or cause to be given to such prospective purchaser, lender or other transferee computer tapes, records or print-outs (including any restored from back-up archives) that, if they shall refer in any manner whatsoever to any Contract, shall indicate clearly that such Contract has been sold and is owned by the Issuer and has been pledged to the Indenture Trustee. (g) The Master Servicer shall permit the Owner Trustee, the Indenture Trustee and the Insurer and its agents, at any time during normal business hours, to inspect, audit and make copies of and abstracts from the Master Servicer's records regarding any Contract. (h) Upon request, the Master Servicer shall furnish to the Owner Trustee, the Indenture Trustee and the Insurer, within five Business Days, a list of all Contracts then held as part of the Trust Estate, together with a reconciliation of such list to the Schedule of Contracts and to each of the Distribution Date Statements furnished before such request indicating removal of Contracts from the Trust. (i) The Master Servicer shall deliver to the Owner Trustee, the Indenture Trustee, each Rating Agency and the Insurer: (1) promptly after the execution and delivery of this Agreement and of each amendment hereto, an Opinion of Counsel stating that, in the opinion of such counsel, the Indenture Trustee holds a perfected security interest in the Contracts, that the Trust 79 85 holds title to the Contracts subject to the security interest of the Indenture Trustee and the lien of the Insurer pursuant to the Insurance Agreement, and that the Insurer holds a lien on the Contracts under the Insurance Agreement, subject to applicable subordination; and (2) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cut-Off Date, an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Owner Trustee and the Indenture Trustee in the Contracts, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest.

Protection of Title to Trust. (a) The Master Servicer Seller shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the perfection and priority of the interest of the Issuer, Issuer and the Securityholders, interests of the Indenture Trustee and on behalf of the Owner Trustee related Series Securityholders in the Contracts related Series Trust Estate and in the proceeds thereof. The Master Servicer shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Neither WFS, the Seller nor the Master Servicer shall change its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with Section 10.02(aparagraph (a) above seriously misleading within the meaning of Section 9-507 402(7) of the UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least 60 thirty days' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) WFS, Each of the Seller and the Master Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee at least 60 days' prior written prompt notice of any relocation of the its principal executive office of WFS or the Seller and the Master Servicer or the Subservicers (in the case of notice provided by the Master Servicer) if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statementamendment. The Master Servicer shall at all times maintain each office from which it shall service ContractsReceivables, and its principal executive office, within the United StatesStates of America. (d) The Master Servicer shall maintain or cause to be maintained accounts and records as to each Contract Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such ContractReceivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Contract Receivable and the amounts from time to time deposited in or credited to the Master Collection Account in respect of such ContractReceivable. (e) The Master Servicer shall maintain or cause to be maintained its maintained, a computer systems and those of Subservicers system so that, from and after the time of sale under this Agreement and each Transfer Agreement of the ContractsReceivables to the Issuer, the Master Servicer's and Subservicer's such master computer records (including any backup archives) that shall refer to a Contract Receivable shall indicate clearly the interest of the Issuer and the Indenture Trustee Trust in such Contract Receivable and that such Contract Receivable is owned by the Issuer Trust and to which Series Trust Estate such Receivable has been pledged pursuant to the Indenture TrusteeIndenture. Indication of the Issuer's ownership of and the Indenture TrusteeTrust's interest in a Contract Receivable shall be deleted from or modified on the Master Servicer's such computer systems when, and only when, the related Contract Receivable shall have been paid in full or repurchased by HAFC or the Seller. (f) If at any time the Seller or HAFC shall have become propose to sell, grant a Liquidated Contractsecurity interest in or otherwise transfer any interest in automotive receivables to any prospective purchaser, lender or other transferee, the Master Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or printouts (including any restored from backup archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the Trust unless such Receivable has been paid in full or repurchased by HAFC or the Seller.

Protection of Title to Trust. (a) The Master Company and the Servicer shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the perfection and priority of the interest of the Issuer, the Securityholders, the Indenture Trustee Certificateholders and the Owner Trustee in the Contracts Receivables and in the proceeds thereof. The Master Company and the Servicer shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Neither WFS, the Seller Company nor the Master Servicer shall change its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with Section 10.02(aparagraph (a) above seriously misleading within the meaning of Section 9-507 Article 9 of the UCC, unless it the Company or the Servicer shall have given the Owner Trustee and the Indenture Trustee at least 60 five days' prior written notice thereof of such change and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) WFS, the Seller The Company and the Master Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee at least 60 days' prior written notice of any relocation of the its principal executive office of WFS or the Seller and the Master Servicer or the Subservicers (in the case of notice provided by the Master Servicer) if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement statement, and shall promptly file any such amendment or new financing statement. The Master Servicer shall at all times maintain its principal executive office and each office from which it shall service Contracts, and its principal executive office, Receivables within the United StatesStates of America. (d) The Master Servicer shall maintain or cause to be maintained accounts and records as to each Contract Receivable accurately and in sufficient detail to permit (i1) the reader thereof to know at any time the status of such ContractReceivable, including payments and recoveries made and payments owing (and the nature of each) and (ii2) reconciliation between payments or recoveries on (or with respect to) each Contract Receivable and the amounts from time to time deposited in or credited to the Collection Distribution Account and Payahead Account in respect of such ContractReceivable. (e) The Master Servicer shall maintain or cause to be maintained its computer systems and those of Subservicers so that, from and after the time of sale under this Agreement of the ContractsReceivables, the Master Servicer's and Subservicer's master computer records (including any backup back-up archives) that shall refer to a Contract Receivable shall indicate clearly the interest of the Issuer and the Indenture Trustee Trust in such Contract Receivable and that such Contract Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. Indication of the IssuerTrustee's ownership of and the Indenture Trustee's interest in a Contract Receivable shall be deleted from or modified on the Master Servicer's computer systems when, and only when, the related Contract such Receivable shall have been paid in full or repurchased repurchased. (f) If at any time a Seller or the Servicer shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to, any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or print-outs (including any restored from back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the Trustee. (g) The Servicer shall permit the Trustee and its agents to inspect, audit and make copies of and abstracts from the Servicer's records regarding any Receivable at any time during normal business hours upon reasonable notice. (h) Upon request, the Servicer shall furnish to the Trustee, within five Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust, together with a reconciliation of such list to the Schedule of Receivables and to each of the Servicer's Certificates furnished before such request indicating removal of Receivables from the Trust. (i) The Servicer shall deliver to the Trustee, promptly after the execution and delivery of this Agreement and, if required pursuant to Section 12.01, of each amendment hereto, an Opinion of Counsel stating that, in the opinion of such Counsel, either (A) all financing statements and continuation statements have become a Liquidated Contractbeen executed and filed that are necessary fully to preserve and protect the interest of the Trustee in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) no such action is necessary to preserve and protect such interest. (j) The Company shall, to the extent required by applicable law, cause the Certificates to be registered with the Securities and Exchange Commission pursuant to Section 12(b) or Section 12(g) of the Securities Exchange Act of 1934 within the time periods specified in such sections.

Protection of Title to Trust. (a) The Master Servicer Seller shall execute authorize and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places 55 (Nissan 2016-B Sale and Servicing Agreement) as may be required by law fully to preserve, maintain and protect the perfection and priority of the interest of the Issuer, the Securityholders, Issuer and of the Indenture Trustee and the Owner Trustee in the Contracts Receivables and in the proceeds thereof. The Master Servicer Seller shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Neither WFS, The Seller and the Seller nor the Master Servicer shall notify the Owner Trustee and the Indenture Trustee within 30 days after any change of its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with Section 10.02(aparagraph (a) above seriously misleading within the meaning of Section 9-507 507(c) of the UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least 60 days' prior written notice thereof and shall have promptly filed file appropriate amendments to all previously filed financing statements or continuation statements. (c) WFS, the Seller and the Master Servicer shall give the Owner Trustee and the Indenture Trustee at least 60 days' prior written notice of any relocation of the principal executive office of WFS or the Seller and the Master Servicer or the Subservicers (in the case of notice provided by the Master Servicer) if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement. The Master Servicer shall at all times maintain each office from which it shall service Contracts, and its principal executive office, within the United States. (d) The Master Servicer shall maintain or cause to be maintained accounts and records as to each Contract Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such ContractReceivable, including payments and recoveries made and payments owing (and the nature of each) ), and (ii) reconciliation between payments or recoveries on (or with respect to) each Contract Receivable and the amounts from time to time deposited in or credited to the Collection Account in respect of such ContractReceivable. (ed) The Master Servicer shall maintain or cause to be maintained its computer systems and those of Subservicers so that, from and after the time of sale under this Agreement of the ContractsReceivables to the Trust, the Master Servicer's and Subservicer's ’s master computer records (including any backup archives) that shall refer to a Contract any Receivable shall indicate clearly the interest of the Issuer and the Indenture Trustee in such Contract Receivable and that such Contract Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. The Servicer shall at all times maintain control of the Receivables constituting electronic chattel paper. Indication of the Issuer's ownership of and the Indenture Trustee's interest these respective interests in a Contract Receivable shall be deleted from or modified on the Master Servicer's ’s computer systems when, and only when, the related Contract shall have been paid in full or repurchased or Receivable shall have become a Liquidated ContractReceivable or been purchased by the Seller or NMAC. (e) If at any time the Seller or the Servicer shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to, any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or printouts that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the Issuer and has been pledged to the Indenture Trustee.

Protection of Title to Trust. (a) The Master Servicer Seller shall execute and file file, or cause to be filed, such financing statements and cause to be executed and filed such amendments and continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain maintain, and protect the perfection and priority of the interest of the IssuerTrust, the Securityholders, Noteholders and the Indenture Trustee and the Owner Trustee under this Agreement in the Contracts Receivables and in the proceeds thereof. The Master Servicer Seller shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Neither WFS, the Seller nor the Master Servicer shall change its name, identity identity, or corporate structure in any manner that would, could could, or might make any financing statement or continuation statement filed by the Seller in accordance with Section 10.02(a12.2(a) above seriously misleading within the meaning of Section 9-507 506 of the UCCUCC or any successor provision, or take any other action that would otherwise require the filing of a financing statement or amendment or execution and delivery of an agreement to be bound by the terms of this Agreement, unless it the Seller, Servicer or successor entity shall have given the Owner Trustee and the Indenture Trustee at least 60 days' prior written notice thereof and shall have promptly filed appropriate amendments (or cause to all previously filed be filed) Uniform Commercial Code financing statements or continuation statementsand executed and delivered such agreement upon any of the stated events. (c) WFS, the Seller and the Master Servicer shall give the Owner Trustee and the Indenture Trustee at least 60 days' prior written notice of any relocation of the principal executive office of WFS or the Seller and the Master Servicer or the Subservicers (in the case of notice provided by the Master Servicer) ifIf, as a result of such relocationa change of the Seller's or Servicer's "location" (determined as provided in Section 9-307 of the UCC or any successor provision) or jurisdiction of organization, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and statement, then the Seller or the Servicer shall promptly file any or cause to be filed such amendment or continuation statement or new financing statementstatement within the period of time necessary fully to preserve and protect the interest of the Trust and the Indenture Trustee in the Receivables. The Master Servicer shall at all times maintain each office from which it shall service ContractsReceivables, and its principal executive office, place of business and "location" (determined as provided in Section 9-307 of the UCC or any successor provision) within the United StatesStates of America. (d) The Master Servicer shall maintain or cause to be maintained accounts and records as to each Contract Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such ContractReceivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Contract Receivable and the amounts from time to time deposited in or credited to the Collection Note Account in respect of such ContractReceivable. (e) The Master Servicer shall maintain or cause to be maintained its computer systems and those of Subservicers so that, from and after the time of sale under this Agreement of the ContractsReceivables to the Trust, the Master Servicer's and Subservicer's master computer records (including any backup back-up archives) that shall refer to a Contract Receivable shall indicate clearly with reference to the interest of the Issuer and the Indenture Trustee in such Contract and particular Trust that such Contract Receivable is owned by the Issuer and has been pledged to the Indenture TrusteeTrust. Indication of the IssuerTrust's ownership of and the Indenture Trustee's interest in a Contract Receivable shall be deleted from or modified on the Master Servicer's computer systems when, and only when, the related Contract Receivable shall have been paid in full or repurchased or purchased hereunder. (f) If at any time the Seller or the Servicer shall have become propose to sell, grant a Liquidated Contractsecurity interest in, or otherwise transfer any interest in automotive receivables to any prospective purchaser, lender, or other transferee, the Servicer shall give to such prospective purchaser, lender, or other transferee computer tapes, records, or print-outs (including any restored from back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the Trust. (g) The Servicer shall permit the Owner Trustee and the Indenture Trustee and their respective agents at any time during normal business hours to inspect, audit, and make copies of and abstracts from the Servicer's records regarding any Receivable to the extent permitted by applicable banking, privacy and other laws limiting such access. (h) Upon request, the Servicer shall furnish to the Owner Trustee or the Indenture Trustee, within five Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust, together with a reconciliation of such list to the Schedule of Receivables and to each of the Servicer's Notes furnished before such request indicating removal of Receivables from the Trust.

Protection of Title to Trust. (a) The Master Servicer shall execute cause to be executed and file filed such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the perfection and priority of the interest of the Issuer, the Securityholders, the Indenture Trustee Certificateholders and the Owner Trustee under this Agreement in the Contracts Trust Property and in the proceeds thereof. The Master Servicer shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. In the event the Servicer fails to perform its obligations under this subsection, the Trustee may (but shall not be obligated to) do so, at the expense of the Servicer. (b) Neither WFSNone of the Depositor, the Seller nor the Master Servicer shall change its name, identity or corporate structure in any manner that would, could or might make any financing -77- 84 statement or continuation statement filed by the Servicer in accordance with Section 10.02(aparagraph (a) above seriously misleading within the meaning of Section 9-507 402(7) of the UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least 60 five days' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) WFSEach of the Depositor, the Seller and the Master Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee Collateral Agent at least 60 days' prior written notice of any relocation of the its principal executive office of WFS or the Seller and the Master Servicer or the Subservicers (in the case of notice provided by the Master Servicer) if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statementamendment. The Master Servicer shall at all times maintain each office from which it shall service ContractsReceivables, and its principal executive office, within the United StatesStates of America. (d) The Master Servicer shall maintain or cause to be maintained accounts and records as to each Contract Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such ContractReceivable, including payments and recoveries Recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Contract Receivable and the amounts from time to time deposited in or credited to the Collection Account and Payahead Account in respect of such ContractReceivable. (e) The Master Servicer shall maintain or and shall cause any subservicer to be maintained maintain its computer systems and those of Subservicers so that, from and after the time of sale under this Agreement of the ContractsReceivables to the Trustee, the Master Servicer's and Subservicerany subservicer's master computer records (including any backup archives) that shall refer to a Contract Receivable shall indicate clearly the interest of the Issuer and the Indenture Trustee in such Contract and that such Contract Receivable is owned by the Issuer and has been pledged to the Indenture TrusteeTrust. Indication of the IssuerTrust's ownership of and the Indenture Trustee's interest in a Contract Receivable shall be deleted from or modified on the Master Depositor's, the Seller's, the Servicer's and any subservicer's computer systems when, and only when, the related Contract Receivable shall be paid or shall become a Purchased Receivable. (f) If at any time the Seller, the Depositor or the Servicer shall propose to sell, grant a security interest in or otherwise transfer any interest in automobile receivables to any prospective purchaser, lender or other transferee, the Servicer, shall give or cause to be given to such prospective purchaser, lender or other transferee computer tapes, records or printouts (including any restored from backup archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the Trust. (g) The Servicer shall permit the Trustee and its agents at any time during normal business hours to inspect, audit and make copies of and abstracts from the Servicer's or any subservicer's records regarding any Receivable. (h) Upon request at any time the Trustee shall have reasonable grounds to believe that such request is necessary in connection with the performance of its duties under this Agreement, the Servicer shall furnish to the Trustee, within five Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust, together (i) The Servicer shall deliver to the Trustee: (1) promptly after the execution and delivery of this Agreement and of each amendment thereto, an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements have been paid executed and filed that are necessary fully to preserve and protect the interest of the Trustee in full the Receivables, and reciting the details of such filings or repurchased referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest; and (2) within 120 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cutoff Date, an Opinion of Counsel, dated as of a date during such 120-day period, either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements have become a Liquidated Contractbeen executed and filed that are necessary fully to preserve and protect the interest of the Trustee in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. Each Opinion of Counsel referred to in clause (l) or (2) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest.

Protection of Title to Trust. (a) The Master Servicer shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the perfection and priority of the interest of the Issuer, the Securityholders, the Indenture Trustee and the Owner Trustee in the Contracts and in the proceeds thereof. The Master Servicer shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Neither WFS, the Seller nor the Master Servicer shall change its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with Section 10.02(a) seriously misleading within the meaning of Section 9-507 of the UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least 60 days' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. The prior sentence notwithstanding, WFS may change its name to Western Financial Auto and the Seller may change its name to Western Financial ABS 3 without prior notice to the Owner Trustee or the Indenture Trustee, provided it shall timely comply with the requirements of Section 2.01(c). (c) WFS, the Seller and the Master Servicer shall give the Owner Trustee and the Indenture Trustee at least 60 days' prior written notice of any relocation of the principal executive office of WFS or the Seller and the Master Servicer or the Subservicers (in the case of notice provided by the Master Servicer) or the reincorporation of any of them in a different jurisdiction if, as a result of such relocationrelocation or reincorporation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement. The Master Servicer shall at all times maintain each office from which it shall service Contracts, and its principal executive office, within the United States. (d) The Master Servicer shall maintain or cause to be maintained accounts and records as to each Contract accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Contract, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Contract and the amounts from time to time deposited in or credited to the Collection Account in respect of such Contract. (e) The Master Servicer shall maintain or cause to be maintained its computer systems and those of Subservicers so that, from and after the time of sale under this Agreement of the Contracts, the Master Servicer's and Subservicer's master computer records (including any backup archives) that shall refer to a Contract indicate clearly the interest of the Issuer and the Indenture Trustee in such Contract and that such Contract is owned by the Issuer and has been pledged to the Indenture Trustee. Indication of the Issuer's ownership of and the Indenture Trustee's interest in a Contract shall be deleted from or modified on the Master Servicer's computer systems when, and only when, the related Contract shall have been paid in full or repurchased or shall have become a Liquidated Contract. (f) If at any time the Seller, the Master Servicer or a Subservicer shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive retail installment sales contracts or installment loans to any prospective purchaser, lender or other transferee, the Master Servicer shall give or cause to be given to such prospective purchaser, lender or other transferee computer tapes, records or print-outs (including any restored from back-up archives) that, if they shall refer in any manner whatsoever to any Contract, shall indicate clearly that such Contract has been sold and is owned by the Issuer and has been pledged to the Indenture Trustee. (g) The Master Servicer shall permit the Owner Trustee, the Indenture Trustee and its agents, at any time during normal business hours, to inspect, audit and make copies of and abstracts from the Master Servicer's records regarding any Contract. (h) Upon request, the Master Servicer shall furnish to the Owner Trustee and the Indenture Trustee, within five Business Days, a list of all Contracts then held as part of the Trust Estate, together with a reconciliation of such list to the Schedule of Contracts and to each of the Distribution Date Statements furnished before such request indicating removal of Contracts from the Issuer. (i) The Master Servicer shall deliver to the Owner Trustee, the Indenture Trustee and each Rating Agency: (i) promptly after the execution and delivery of this Agreement and of each amendment hereto, an Opinion of Counsel stating that, in the opinion of such counsel, the Indenture Trustee holds a perfected security interest in the Contracts, that the Issuer holds title to the Contracts subject to the security interest of the Indenture Trustee; and (ii) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Initial Cut-Off Date, an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Owner Trustee and the Indenture Trustee in the Contracts, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest.

Protection of Title to Trust. (a) The Master Servicer Seller shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the perfection and priority of the interest of the Issuer, the Securityholders, the Indenture Trustee and Issuer in the Owner Trustee in the Contracts and in the proceeds thereof. The Master Servicer shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filingTrust Estate. (b) Neither WFS, the Seller nor the Master Servicer shall change its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with Section 10.02(aparagraph (a) above seriously misleading within the meaning of Section Sections 9-503(a)(4) and 9-507 of the UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least 60 thirty days' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) WFS, Each of the Seller and the Master Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee at least 60 days' prior written prompt notice of any relocation change in its state of the principal executive office of WFS or the Seller and the Master Servicer or the Subservicers (in the case of notice provided by the Master Servicer) incorporation if, as a result of such relocationchange, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statementamendment. The Master Servicer shall at all times maintain each office from which it shall service ContractsReceivables, and its principal executive office, within the United StatesStates of America. (d) The Master Servicer shall maintain or cause to be maintained accounts and records as to each Contract Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such ContractReceivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Contract Receivable and the amounts from time to time deposited in or credited to the Collection Account in respect of such ContractReceivable. (e) The Master Servicer shall maintain or cause to be maintained its maintained, a computer systems and those of Subservicers system so that, from and after the time of sale under this Agreement and each Transfer Agreement of the ContractsReceivables to the Issuer, the Master Servicer's and Subservicer's such master computer records (including any backup archives) that shall refer to a Contract Receivable shall indicate clearly the interest of the Issuer and the Indenture Trustee Trust in such Contract Receivable and that such Contract Receivable is owned by the Issuer Trust and such Receivable has been pledged pursuant to the Indenture TrusteeIndenture. Indication of the Issuer's ownership of and the Indenture TrusteeTrust's interest in a Contract Receivable shall be deleted from or modified on the Master Servicer's such computer systems when, and only when, the related Contract Receivable shall have been paid in full full, repurchased by HAFC or the Seller or otherwise disposed of by the Issuer. (f) If at any time the Seller, HAFC or its Affiliates shall propose to sell, grant a security interest in or otherwise transfer any interest in automotive receivables to any prospective purchaser, lender or other transferee, the Master Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or printouts (including any restored from backup archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the Trust unless such Receivable has been paid in full, been repurchased by HAFC or the Seller or has otherwise been disposed of by the Issuer. (g) Upon request, the Master Servicer shall furnish or cause to be furnished to, the Owner Trustee or to the Indenture Trustee, within five Business Days, a list of all Receivables (by contract number) then held as part of the Series Trust Estate, together with a reconciliation of such list to the Schedule of Receivables and to each of the Master Servicer's Certificates furnished before such request indicating removal of Receivables from the Series Trust Estate. The Indenture Trustee shall hold any such list and Schedule of Receivables for examination by interested parties during normal business hours at the Corporate Trust Office upon reasonable notice by such Persons of their desire to conduct an examination. (h) The Master Servicer shall deliver to the Owner Trustee and the Indenture Trustee: (1) simultaneously with the execution and delivery of the Agreement and, if required pursuant to Section 13.1, of each amendment, an Opinion of Counsel stating that, in the opinion of such Counsel, in form and substance reasonably satisfactory to the addressees of such Opinion, either (A) all financing statements and continuation statements have become been executed and filed that are necessary fully to preserve and protect the interest of the Trust and the Indenture Trustee in the Receivables then held as part of the Series Trust Estate, or (B) no such action shall be necessary to preserve and protect such interest or (C) any action which is necessary to preserve and protect such interest during the following 12-month period; and (2) within 90 days after the beginning of each calendar year beginning with the first calendar year following the Closing Date dated as of a Liquidated Contractdate during such 90-day period, stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust and the Indenture Trustee in the Series Trust Estate or (B) no such action shall be necessary to preserve and protect such interest. 59 Each Opinion of Counsel referred to in clause (1) or (2) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest.

Protection of Title to Trust. (a) The Master Servicer shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain maintain, and protect the perfection and priority of the interest of the IssuerCertificateholders, the Securityholders, the Indenture Trustee Insurer and the Owner Trustee under this Agreement in the Contracts and in the proceeds thereof. The Master Servicer shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Neither WFS, the Seller nor the Master Servicer shall change its name, identity identity, or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed by the Servicer in accordance with Section 10.02(aparagraph (a) above seriously misleading within the meaning of Section 9-507 402(7) of the UCC, unless it shall have given the Owner Trustee and the Indenture Trustee Insurer at least 60 days' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statementsthereof. (c) WFS, the The Seller and the Master Servicer shall give the Owner Trustee and the Indenture Trustee Insurer at least 60 days' prior written notice of any relocation of the principal executive office of WFS or the Seller and the Master Servicer or the Subservicers (in the case of notice provided by the Master Servicer) if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement. The Master Servicer shall at all times maintain each office from which it shall service Contracts, and its principal executive office, within the United States.financing (d) The Master Servicer shall maintain or cause to be maintained accounts and records as to each Contract accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Contract, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Contract and the amounts from time to time deposited in or credited to the Collection Certificate Account and Payahead Account in respect of such Contract. (e) The Master Servicer shall maintain or cause to be maintained its computer systems and those of Subservicers so that, from and after the time of sale under this Agreement of the ContractsContracts to the Trust, the Master Servicer's and Subservicer's master computer records (including any backup back-up archives) that shall refer to a Contract indicate clearly the interest of the Issuer and the Indenture Trustee in such Contract and that such Contract is owned by the Issuer and has been pledged to Trustee as trustee of the Indenture TrusteeTrust. Indication of the IssuerTrustee's ownership of and the Indenture Trustee's interest in a Contract shall be deleted from or modified on the Master Servicer's computer systems when, and only when, the related Contract shall have been paid in full or repurchased or shall have become a Liquidated Contract. (f) If at any time the Seller or the Servicer shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive retail installment sales contracts to any prospective purchaser, lender, or other transferee, the Servicer shall give or cause to be given to such prospective purchaser, lender, or other transferee computer tapes, records or print-outs (including any restored from back-up archives) that, if they shall refer in any manner whatsoever to any Contract, shall indicate clearly that such Contract has been sold and is owned by the Trust. (g) The Servicer shall permit the Trustee, the Insurer and their respective agents at any time during normal business hours to inspect, audit, and make copies of and abstracts from the Servicer's records regarding any Contract. (h) Upon request, the Servicer shall furnish to the Trustee and the Insurer, within five Business Days, a list of all Contracts then held as part of the Trust, together with a reconciliation of such list to the Schedule of Contracts and to each of the Servicer's Certificates furnished before such request indicating removal of Contracts from the Trust. (i) The Servicer shall deliver to the Trustee and the Insurer: (i) promptly after the execution and delivery of this Agreement and of each amendment hereto, an Opinion of Counsel either (A) stating that, in the opinion of such Counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trustee and the Insurer in the Contracts, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given or (B) stating that, in the opinion of such Counsel, no such action shall be necessary to preserve and protect such interest; and (ii) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cut-Off Date an Opinion of (j) The Seller shall, to the extent required by applicable law, cause the Certificates to be registered with the Securities and Exchange Commission pursuant to Section 12(b) or Section 12(g) of the Securities Exchange Act of 1934, as amended, within the time periods specified in such sections. (k) For the purpose of facilitating the execution of this Agreement and for other purposes, this Agreement may be executed simultaneously in any number of counterparts, each of which counterpart shall be deemed to be an original, and all of which counterparts shall constitute but one and the same instrument.

Protection of Title to Trust. (a) The Master Servicer Seller shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the perfection and priority of the interest of the Issuer, the Securityholders, the Indenture Trustee Certificateholders and the Owner Trustee in the Contracts Receivables and in the proceeds thereof. The Master Servicer Seller shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Neither WFS, the Seller nor the Master Servicer shall change its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with Section 10.02(aparagraph (a) above seriously misleading within the meaning of Section ss. 9-507 402(7) of the UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least 60 five days' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) WFS, Each of the Seller and the Master Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee at least 60 days' prior written notice of any relocation of the its principal executive office of WFS or the Seller and the Master Servicer or the Subservicers (in the case of notice provided by the Master Servicer) if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement statement, and shall promptly file any such amendment or new financing statement. The Master Servicer shall at all times maintain its principal executive office and each office from which it shall service Contracts, and its principal executive office, Receivables within the United StatesStates of America. (d) The Master Servicer shall maintain or cause to be maintained accounts and records as to each Contract Standard Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such ContractReceivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Contract Receivable and the amounts from time to time deposited in or credited to the Collection Distribution Account in respect of such ContractReceivable. (e) The Master Servicer shall maintain or cause to be maintained its computer systems and those of Subservicers so that, from and after the time of sale under this the Agreement of the ContractsStandard Receivables, the Master Servicer's and Subservicer's master computer records (including any backup back-up archives) that shall refer to a Contract Standard Receivable shall indicate clearly the interest of the Issuer and the Indenture Trustee Trust in such Contract Standard Receivable and that such Contract Standard Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. Indication of the IssuerTrustee's ownership of and the Indenture Trustee's interest in a Contract Standard Receivable shall be deleted from or modified on the Master Servicer's computer systems when, and only when, the related Contract such Receivable shall have been paid in full or repurchased repurchased. (f) If at any time the Seller or the Servicer shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to, any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or print-outs (including any restored from back-up archives) that, if they shall refer in any manner whatsoever to any Standard Receivable, shall indicate clearly that such Standard Receivable has been sold and is owned by the Trustee. (g) The Servicer shall permit the Trustee and its agents at any time during normal business hours to inspect, audit and make copies of and abstracts from the Servicer's records regarding any Receivable. (h) Upon request, the Servicer shall furnish to the Trustee, within five Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust, together with a reconciliation of such list to the Schedule of Receivables and to each of the Servicer's Certificates furnished before such request indicating removal of Receivables from the Trust. (i) The Servicer shall deliver to the Trustee: (A) promptly after the execution and delivery of the Agreement and, if required pursuant to Section 21.01, of each amendment hereto and on certain Distribution Dates as required by Sections 3.02(b)(2)(iii)(B) and 12.03(b)(x)(B) of the Agreement, an Opinion of Counsel stating that, in the opinion of such Counsel, either (1) all financing statements and continuation statements have become been executed and filed that are necessary fully to preserve and protect the interest of the Trustee in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (2) no such action shall be necessary to preserve and protect such interest; and (B) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the initial Cutoff Date, an Opinion of Counsel, dated as of a Liquidated Contractdate during such 90-day period, stating that, in the opinion of such counsel, either (1) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trustee in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (2) no such action shall be necessary to preserve and protect such interest. Each Opinion of Counsel referred to in clause (l) or (2) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest. (j) The Seller shall, to the extent required by applicable law, cause the Certificates to be registered with the Securities and Exchange Commission pursuant to Section 12(b) or Section 12(g) of the Securities Exchange Act of 1934 within the time periods specified in such sections.

Protection of Title to Trust. (a) The Master Servicer shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the perfection and priority of the interest of the Issuer, the Securityholders, the Indenture Trustee, the Owner Trustee and the Owner Trustee Insurer in the Contracts and in the proceeds thereof. The Master Servicer shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Neither the WFS, the Seller nor the Master Servicer shall change its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with Section 10.02(a) seriously misleading within the meaning of Section 9-507 402(7) of the UCC, unless it shall have given the Insurer, the Owner Trustee and the Indenture Trustee at least 60 days' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) WFS, the Seller and the Master Servicer shall give the Insurer, the Owner Trustee and the Indenture Trustee at least 60 days' prior written notice of any relocation of the principal executive office of WFS or the Seller and the Master Servicer or the Subservicers (in the case of notice provided by the Master Servicer) if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement. The Master Servicer shall at all times maintain each office from which it shall service Contracts, and its principal executive office, within the United States. (d) The Master Servicer shall maintain or cause to be maintained accounts and records as to each Contract accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Contract, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Contract and the amounts from time to time deposited in or credited to the Collection Account in respect of such Contract. (e) The Master Servicer shall maintain or cause to be maintained its computer systems and those of Subservicers so that, from and after the time of sale under this Agreement of the Contracts, the Master Servicer's and Subservicer's master computer records (including any backup archives) that shall refer to a Contract indicate clearly the interest of the Issuer and the Indenture Trustee in such Contract and that such Contract is owned by the Issuer and has been pledged to the Indenture Trustee. Indication of the Issuer's ownership of and the Indenture Trustee's interest in a Contract shall be deleted from or modified on the Master Servicer's computer systems when, and only when, the related Contract shall have been paid in full or repurchased or shall have become a Liquidated Contract.

Protection of Title to Trust. (a) The Master Servicer shall execute and file (or cause to the executed and filed) such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the perfection and priority of the interest of the IssuerTrust, the Securityholders, the Indenture Trustee and the Owner Trustee in the Contracts and in the proceeds thereof. The Master Servicer shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Neither WFSthe Seller, the Seller Trust Depositor nor the Master Servicer shall change its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with Section 10.02(a4.02(a) seriously misleading within the meaning of Section 9ss.9-507 402(7) of the UCC, unless it shall have given the Trust, the Owner Trustee Trustee, the Collateral Custodian and the Indenture Trustee at least 60 days' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) WFSThe Seller, the Seller Trust Depositor and the Master Servicer shall give the Trust, the Owner Trustee and the Indenture Trustee at least 60 days' prior written notice of any relocation of the principal executive office of WFS the Seller, or the Seller and the Master Servicer Trust Depositor or the Subservicers (in the case of notice provided by the Master Servicer) Servicer if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement statement, and the Servicer shall promptly file or cause to be filed any such amendment or new financing statement. The Master Servicer shall at all times maintain each office from which it shall service Contracts, and its principal executive office, within the United States. (d) The Master Servicer shall maintain or cause to be maintained accounts and records as to each Contract accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Contract, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Contract and the amounts from time to time deposited in or credited to the Collection Account in respect of such each Contract. (e) The Master Servicer shall maintain or cause to be maintained its computer systems and those of Subservicers so that, from and after the time of sale under this Agreement of the Contracts, the Master Servicer's and Subservicer's master computer records (including any backup archives) that shall refer to a Contract indicate clearly the interest of the Issuer Trust and the Indenture Trustee in such Contract and that such Contract is owned by the Issuer Trust and has been pledged to the Indenture Trustee. Indication of the IssuerTrust's ownership of and the Indenture Trustee's interest in a Contract shall be deleted from or modified on the Master Servicer's computer systems when, and only when, the related Contract shall have been paid in full or repurchased or substituted for. (f) The Servicer shall deliver to the Owner Trustee, the Indenture Trustee and each Rating Agency promptly after the execution and delivery of this Agreement and of each amendment hereto, an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements have become a Liquidated Contractbeen executed and filed that are necessary fully to preserve and protect the interest of the Owner Trustee and the Indenture Trustee and reciting the details of each filings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest.

Protection of Title to Trust. (a) The Master Servicer shall execute execute, file, record and file register such financing statements and cause to be executed executed, filed, recorded and filed registered such continuation statementsand other statements or documents, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the perfection and priority of the interest of the IssuerTrust, the Securityholders, Note Insurer and the Indenture Trustee and the Owner Trustee under this Agreement in the Contracts Trust Property and in the proceeds thereof. The Master Servicer shall deliver (or cause to be delivered) to the Owner Indenture Trustee and the Indenture Trustee file-Note Insurer file- stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recordation, registration or filing. Paragon and the Seller shall cooperate fully with the Servicer in connection with the obligations set forth above and shall execute any and all documents reasonably required to fulfill the intent of this Section 10.2(a). (b) Neither WFS, the Seller nor the Master Servicer shall change its name, identity or corporate structure in any manner that would, could or might would make any financing statement or continuation statement filed by the Servicer in accordance with Section 10.02(a10.2(a) seriously misleading within the meaning of Section 9-507 the applicable provisions of the UCCUCC or any title statute, unless it shall have given the Owner Trustee Trustee, the Note Insurer and the Indenture Trustee at least 60 days' 30 days prior written notice thereof thereof, and shall have promptly filed file appropriate amendments to all previously filed financing statements or and continuation statements. (c) WFS, Each of the Seller and the Master Servicer shall give the Owner Trustee Trustee, the Note Insurer and the Indenture Trustee at least 60 days' 30 days prior written notice of any relocation of the its principal executive office of WFS or the Seller and the Master Servicer or the Subservicers (in the case of notice provided by the Master Servicer) if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement. The Master Servicer shall at all times maintain each office from which it shall service Contracts, services Receivables and its principal executive office, office within the United StatesStates of America. (d) The Master Servicer shall maintain or cause to be maintained accounts and records as to each Contract accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Contract, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Contract and the amounts from time to time deposited in or credited to the Collection Account in respect of such Contract. (e) The Master Servicer shall maintain or cause to be maintained its computer systems and those of Subservicers so that, from and after the time of sale under this Agreement of the Contracts, the Master Servicer's and Subservicer's master computer records (including any backup archives) that shall refer to a Contract indicate clearly the interest of the Issuer and the Indenture Trustee in such Contract and that such Contract is owned by the Issuer and has been pledged to the Indenture Trustee. Indication of the Issuer's ownership of and the Indenture Trustee's interest in a Contract shall be deleted from or modified on the Master Servicer's computer systems when, and only when, the related Contract shall have been paid in full or repurchased or shall have become a Liquidated Contract.

Protection of Title to Trust. (a) The Master Servicer Company shall execute and file such financing statements prepared by the Servicer and Servicer shall cause to be executed executed, filed, recorded and filed registered such continuation statementsand other statements or documents, all in such manner and in such places as may be required by law or deemed reasonably necessary by the Controlling Party fully to preserve, maintain and protect the perfection and priority of the interest of the IssuerTrust, the Securityholders, Insurer and the Indenture Trustee and the Owner Trustee under this Agreement in the Contracts Trust Property and in the proceeds thereofthereof against all other Persons. The Master Servicer shall deliver (or cause to be delivered) to the Owner Indenture Trustee and the Indenture Trustee Insurer file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recordation, registration or filing. Triad and the Company shall cooperate fully with the Servicer in connection with the obligations set forth above and shall execute any and all documents reasonably required to fulfill the intent of this Section 11.2(a). (b) Neither WFS, the Seller Company nor the Master Servicer shall change its name, identity or corporate structure in any manner that would, could or might would make any financing statement or continuation statement filed in accordance with Section 10.02(a11.2(a) seriously misleading within the meaning of Section 9-507 the applicable provisions of the UCCUCC or any title statute, unless it shall have given the Owner Trustee Trustee, the Insurer and the Indenture Trustee at least 60 days' sixty (60) days prior written notice thereof thereof, and shall have promptly filed file appropriate amendments to all previously filed financing statements or and continuation statements. (c) WFS, Each of the Seller Company and the Master Servicer shall give the Owner Trustee Trustee, the Insurer and the Indenture Trustee at least 60 days' sixty (60) days prior written notice of any relocation of the its principal executive office of WFS or the Seller and the Master Servicer or the Subservicers (in the case of notice provided by the Master Servicer) if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement. The Master Servicer shall at all times maintain each office from which it shall service Contracts, services Receivables and its principal executive office, office within the United StatesStates of America. (d) The Master Servicer shall maintain or cause to be maintained accounts and records as to each Contract Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such ContractReceivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Contract Receivable and the amounts from time to time deposited in or credited to the Collection Account in respect of such ContractReceivable. (e) The Master Servicer shall maintain or cause to be maintained its computer systems and those of Subservicers so that, from and after the time of sale under this Agreement of the ContractsAgreement, the Master Servicer's and Subservicer's master computer records (including any backup archives) that shall refer to a Contract any Receivable indicate clearly the interest of the Issuer and the Indenture Trustee in such Contract and that such Contract Receivable is owned by the Issuer and has been pledged to the Indenture TrusteeTrust. Indication of the IssuerTrust's ownership of and the Indenture Trustee's interest in a Contract Receivable shall be deleted from or modified on the Master Servicer's computer systems when, and only when, the related Contract Receivable shall become a Purchased Receivable, purchased in accordance with Section 10.1(a) hereof, a replaced Receivable, or shall have been paid in full full. (f) If at any time the Company or repurchased the Servicer proposes to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables (other than the Receivables) to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or printouts (including any restored from backup archives) that, if they refer in any manner whatsoever to any Receivable, indicate clearly that such Receivable has been sold and is owned by the Trust (unless such Receivable shall become a Purchased Receivable, a replaced Receivable, or shall have become a Liquidated Contractbeen paid in full).

Protection of Title to Trust. (a) The Master Servicer shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the perfection and priority of the interest of the Issuer, the Securityholders, the Indenture Trustee, the Owner Trustee and the Owner Trustee Insurer in the Contracts and in the proceeds thereof. The Master Servicer shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Neither the WFS, the Seller nor the Master Servicer shall change its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with Section 10.02(a) seriously misleading within the meaning of Section 9-507 402(7) of the UCC, unless it shall have given the Insurer, the Owner Trustee and the Indenture Trustee at least 60 days' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) WFS, the Seller and the Master Servicer shall give the Insurer, the Owner Trustee and the Indenture Trustee at least 60 days' prior written notice of any relocation of the principal executive office of WFS or the Seller and the Master Servicer or the Subservicers (in the case of notice provided by the Master Servicer) if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement. The Master Servicer shall at all times maintain each office from which it shall service Contracts, and its principal executive office, within the United States. (d) The Master Servicer shall maintain or cause to be maintained accounts and records as to each Contract accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Contract, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Contract and the amounts from time to time deposited in or credited to the Collection Account in respect of such Contract. (e) The Master Servicer shall maintain or cause to be maintained its computer systems and those of Subservicers so that, from and after the time of sale under this Agreement of the Contracts, the Master Servicer's and Subservicer's master computer records (including any backup archives) that shall refer to a Contract indicate clearly the interest of the Issuer and the Indenture Trustee in such Contract and that such Contract is owned by the Issuer and has been pledged to the Indenture Trustee. Indication of the Issuer's ownership of and the Indenture Trustee's interest in a Contract shall be deleted from or modified on the Master Servicer's computer systems when, and only when, the related Contract shall have been paid in full or repurchased or shall have become a Liquidated Contract.

Protection of Title to Trust. (a) The Master Servicer shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the perfection and priority of the interest of the Issuer, the Securityholders, the Indenture Trustee, the Owner Trustee and the Owner Trustee Insurer in the Contracts and in the proceeds thereof. The Master Servicer shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Neither the WFS, the Seller nor the Master Servicer shall change its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with Section 10.02(a) seriously misleading within the meaning of Section 9-507 402(7) of the UCC, unless it shall have given the Insurer, the Owner Trustee and the Indenture Trustee at least 60 days' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) WFS, the Seller and the Master Servicer shall give the Insurer, the Owner Trustee and the Indenture Trustee at least 60 days' prior written notice of any relocation of the principal executive office of WFS or the Seller and the Master Servicer or the Subservicers (in the case of notice provided by the Master Servicer) if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement. The Master Servicer shall at all times maintain each office from which it shall service Contracts, and its principal executive office, within the United States. (d) The Master Servicer shall maintain or cause to be maintained accounts and records as to each Contract accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Contract, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Contract and the amounts from time to time deposited in or credited to the Collection Account in respect of such Contract. (e) The Master Servicer shall maintain or cause to be maintained its computer systems and those of Subservicers so that, from and after the time of sale under this Agreement of the Contracts, the Master Servicer's and Subservicer's master computer records (including any backup archives) that shall refer to a Contract indicate clearly the interest of the Issuer and the Indenture Trustee in such Contract and that such Contract is owned by the Issuer and has been pledged to the Indenture Trustee. Indication of the Issuer's ownership of and the Indenture Trustee's interest in a Contract shall be deleted from or modified on the Master Servicer's computer systems when, and only when, the related Contract shall have been paid in full or repurchased or shall have become a Liquidated Contract.with

Protection of Title to Trust. (a) The Master Servicer shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the perfection and priority of the interest of the Issuer, the Securityholders, the Indenture Trustee, the Owner Trustee and the Owner Trustee Insurer in the Contracts and in the proceeds thereof. The Master Servicer shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Neither the WFS, the Seller nor the Master Servicer shall change its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with Section 10.02(a) seriously misleading within the meaning of Section 9-507 402(7) of the UCC, unless it shall have given the Insurer, the Owner Trustee and the Indenture Trustee at least 60 days' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) WFS, the Seller and the Master Servicer shall give the Insurer, the Owner Trustee and the Indenture Trustee at least 60 days' prior written notice of any relocation of the principal executive office of WFS or the Seller and the Master Servicer or the Subservicers (in the case of notice provided by the Master Servicer) if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement. The Master Servicer shall at all times maintain each office from which it shall service Contracts, and its principal executive office, within the United States. (d) The Master Servicer shall maintain or cause to be maintained accounts and 82 records as to each Contract accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Contract, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Contract and the amounts from time to time deposited in or credited to the Collection Account and the Holding Account in respect of such Contract. (e) The Master Servicer shall maintain or cause to be maintained its computer systems and those of Subservicers so that, from and after the time of sale under this Agreement of the Contracts, the Master Servicer's and Subservicer's master computer records (including any backup archives) that shall refer to a Contract indicate clearly the interest of the Issuer and the Indenture Trustee in such Contract and that such Contract is owned by the Issuer and has been pledged to the Indenture Trustee. Indication of the Issuer's ownership of and the Indenture Trustee's interest in a Contract shall be deleted from or modified on the Master Servicer's computer systems when, and only when, the related Contract shall have been paid in full or repurchased or shall have become a Liquidated Contract. (f) If at any time the Seller, the Master Servicer or a Subservicer shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive retail installment sales contracts to any prospective purchaser, lender or other transferee, the Master Servicer shall give or cause to be given to such prospective purchaser, lender or other transferee computer tapes, records or print-outs (including any restored from back-up archives) that, if they shall refer in any manner whatsoever to any Contract, shall indicate clearly that such Contract has been sold and is owned by the Issuer and has been pledged to the Indenture Trustee. (g) The Master Servicer shall permit the Owner Trustee, the Indenture Trustee and the Insurer and its agents, at any time during normal business hours, to inspect, audit and make copies of and abstracts from the Master Servicer's records regarding any Contract. (h) Upon request, the Master Servicer shall furnish to the Owner Trustee, the Indenture Trustee and the Insurer, within five Business Days, a list of all Contracts then held as part of the Trust Estate, together with a reconciliation of such list to the Schedule of Contracts and to each of the Distribution Date Statements furnished before such request indicating removal of Contracts from the Trust. (i) The Master Servicer shall deliver to the Owner Trustee, the Indenture Trustee, each Rating Agency and the Insurer: (1) promptly after the execution and delivery of this Agreement and of each amendment hereto, an Opinion of Counsel stating that, in the opinion of such counsel, the Indenture Trustee holds a perfected security interest in the Contracts, that the Trust holds title to the Contracts subject to the security interest of the Indenture Trustee and the lien of the Insurer pursuant to the Insurance Agreement, and that the Insurer holds a lien on the Contracts under the Insurance Agreement, subject to applicable subordination; and (2) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cut-Off Date, an 83 Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Owner Trustee and the Indenture Trustee in the Contracts, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest.

Protection of Title to Trust. (a) The Master Servicer shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the perfection and priority of the interest of the Issuer, the Securityholders, the Indenture Trustee and the Owner Trustee in the Contracts and in the proceeds thereof. The Master Servicer shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Neither WFS, the Seller nor the Master Servicer shall change its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with Section 10.02(a) seriously misleading within the meaning of Section 9-507 of the UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least 60 days' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. The prior sentence notwithstanding, WFS may change its name to Western Financial Auto and the Seller may change its name to Western Financial ABS 3 without prior notice to the Owner Trustee or the Indenture Trustee, provided it shall timely comply with the requirements of Section 2.01(b). (c) WFS, the Seller and the Master Servicer shall give the Owner Trustee and the Indenture Trustee at least 60 days' prior written notice of any relocation of the principal executive office of WFS or the Seller and the Master Servicer or the Subservicers (in the case of notice provided by the Master Servicer) or the reincorporation of any of them in a different jurisdiction if, as a result of such relocationrelocation or reincorporation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement. The Master Servicer shall at all times maintain each office from which it shall service Contracts, and its principal executive office, within the United States. (d) The Master Servicer shall maintain or cause to be maintained accounts and records as to each Contract accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Contract, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Contract and the amounts from time to time deposited in or credited to the Collection Account in respect of such Contract. (e) The Master Servicer shall maintain or cause to be maintained its computer systems and those of Subservicers so that, from and after the time of sale under this Agreement of the Contracts, the Master Servicer's and Subservicer's master computer records (including any backup archives) that shall refer to a Contract indicate clearly the interest of the Issuer and the Indenture Trustee in such Contract and that such Contract is owned by the Issuer and has been pledged to the Indenture Trustee. Indication of the Issuer's ownership of and the Indenture Trustee's interest in a Contract shall be deleted from or modified on the Master Servicer's computer systems when, and only when, the related Contract shall have been paid in full or repurchased or shall have become a Liquidated Contract.

Protection of Title to Trust. (a) The Master Servicer shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the perfection and priority of the interest of the IssuerTrust, the Securityholders, the Indenture Trustee and the Owner Trustee in the Contracts and in the proceeds thereof. The Master Servicer shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Neither WFSthe Originator, the Seller Trust Depositor nor the Master Servicer shall change its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with Section 10.02(a4.02(a) seriously misleading within the meaning of Section 9-507 402(7) of the UCC, unless it shall have given the Trust, the Owner Trustee and the Indenture Trustee at least 60 30 days' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) WFSThe Originator, the Seller Trust Depositor and the Master Servicer shall give the Trust, the Owner Trustee and the Indenture Trustee at least 60 30 days' prior written notice of any relocation of the principal executive office of WFS the Originator, or the Seller and the Master Servicer Trust Depositor or the Subservicers (in the case of notice provided by the Master Servicer) Servicer if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement statement, and the Servicer shall promptly file or cause to be filed any such amendment or new financing statement. The Master Servicer shall at all times maintain each office from which it shall service Contracts, and its principal executive office, within the United States. (d) The Master Servicer shall maintain or cause to be maintained accounts and records as to each Contract accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Contract, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Contract and the amounts from time to time deposited in or credited to the Collection Account in respect of such each Contract. (e) The Master Servicer shall maintain or cause to be maintained its computer systems and those of Subservicers so that, from and after the time of sale under this Agreement of the Contracts, the Master Servicer's and Subservicer's master computer records (including any backup archives) that shall refer to a Contract indicate clearly the interest of the Issuer Trust and the Indenture Trustee in such Contract and that such Contract is owned by the Issuer Trust and has been pledged to the Indenture Trustee. Indication of the IssuerTrust's ownership of and the Indenture Trustee's interest in a Contract shall be deleted from or modified on the Master Servicer's computer systems when, and only when, the related Contract shall have been paid in full or repurchased or substituted for. (f) The Servicer shall deliver to the Owner Trustee, the Indenture Trustee and each Rating Agency promptly after the execution and delivery of this Agreement and of each amendment hereto, an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements have become a Liquidated Contractbeen executed and filed that are necessary fully to preserve and protect the interest of the Owner Trustee and the Indenture Trustee and reciting the details of each filing or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest.

Protection of Title to Trust. (a) The Master Servicer shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the perfection and priority of the interest of the Issuer, the Securityholders, the Indenture Trustee, the Owner Trustee and the Owner Trustee Insurer in the Contracts and in the proceeds thereof. The Master Servicer shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Neither the WFS, the Seller nor the Master Servicer shall change its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with Section 10.02(a) seriously misleading within the meaning of Section 9-507 402(7) of the UCC, unless it shall have given the Insurer, the Owner Trustee and the Indenture Trustee at least 60 days' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) WFS, the Seller and the Master Servicer shall give the Insurer, the Owner Trustee and the Indenture Trustee at least 60 days' prior written notice of any relocation of the principal executive office of WFS or the Seller and the Master Servicer or the Subservicers (in the case of notice provided by the Master Servicer) if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement. The Master Servicer shall at all times maintain each office from which it shall service Contracts, and its principal executive office, within the United States. (d) The Master Servicer shall maintain or cause to be maintained accounts and records as to each Contract accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Contract, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Contract and the amounts from time to time deposited in or credited to the Collection Account in respect of such Contract.recoveries (e) The Master Servicer shall maintain or cause to be maintained its computer systems and those of Subservicers so that, from and after the time of sale under this Agreement of the Contracts, the Master Servicer's and Subservicer's master computer records (including any backup archives) that shall refer to a Contract indicate clearly the interest of the Issuer and the Indenture Trustee in such Contract and that such Contract is owned by the Issuer and has been pledged to the Indenture Trustee. Indication of the Issuer's ownership of and the Indenture Trustee's interest in a Contract shall be deleted from or modified on the Master Servicer's computer systems when, and only when, the related Contract shall have been paid in full or repurchased or shall have become a Liquidated Contract. (f) If at any time the Seller, the Master Servicer or a Subservicer shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive retail installment sales contracts to any prospective purchaser, lender or other transferee, the Master Servicer shall give or cause to be given to such prospective purchaser, lender or other transferee computer tapes, records or print-outs (including any restored from back-up archives) that, if they shall refer in any manner whatsoever to any Contract, shall indicate clearly that such Contract has been sold and is owned by the Issuer and has been pledged to the Indenture Trustee. (g) The Master Servicer shall permit the Owner Trustee, the Indenture Trustee and the Insurer and its agents, at any time during normal business hours, to inspect, audit and make copies of and abstracts from the Master Servicer's records regarding any Contract. (h) Upon request, the Master Servicer shall furnish to the Owner Trustee, the Indenture Trustee and the Insurer, within five Business Days, a list of all Contracts then held as part of the Trust Estate, together with a reconciliation of such list to the Schedule of Contracts and to each of the Distribution Date Statements furnished before such request indicating removal of Contracts from the Trust. (i) The Master Servicer shall deliver to the Owner Trustee, the Indenture Trustee, each Rating Agency and the Insurer: (1) promptly after the execution and delivery of this Agreement and of each amendment hereto, an Opinion of Counsel stating that, in the opinion of such counsel, the Indenture Trustee holds a perfected security interest in the Contracts, that the Trust holds title to the Contracts subject to the security interest of the Indenture Trustee and the lien of the Insurer pursuant to the Insurance Agreement, and that the Insurer holds a lien on the Contracts under the Insurance Agreement, subject to applicable subordination; and (2) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cut-Off Date, an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Owner Trustee and the Indenture Trustee in the Contracts, and reciting the details of such 75 81 filings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest.

Protection of Title to Trust. (a) The Master Servicer Company shall execute and file such financing statements prepared by the Servicer and Servicer shall cause to be executed executed, filed, recorded and filed registered such continuation statementsand other statements or documents, all in such manner and in such places as may be required by law or deemed reasonably necessary by the Controlling Party fully to preserve, maintain and protect the perfection and priority of the interest of the IssuerTrust, the Securityholders, Insurer and the Indenture Trustee and the Owner Trustee under this Agreement in the Contracts Trust Property and in the proceeds thereofthereof against all other Persons. The Master Servicer shall deliver (or cause to be delivered) to the Owner Indenture Trustee and the Indenture Trustee Insurer file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recordation, registration or filing. Triad and the Company shall cooperate fully with the Servicer in connection with the obligations set forth above and shall execute any and all documents reasonably required to fulfill the intent of this Section 11.2(a). (b) Neither WFS, the Seller Company nor the Master Servicer shall change its name, identity or corporate structure in any manner that would, could or might would make any financing statement or continuation statement filed in accordance with Section 10.02(a11.2(a) seriously misleading within the meaning of Section 9-507 the applicable provisions of the UCCUCC or any title statute, unless it shall have given the Owner Trustee Trustee, the Insurer and the Indenture Trustee at least 60 days' sixty (60) days prior written notice thereof thereof, and shall have promptly filed file appropriate amendments to all previously filed financing statements or and continuation statements. (c) WFS, Each of the Seller Company and the Master Servicer shall give the Owner Trustee Trustee, the Insurer, the Backup Servicer and the Indenture Trustee at least 60 days' sixty (60) days prior written notice of any relocation of the its principal executive office of WFS or the Seller and the Master Servicer or the Subservicers (in the case of notice provided by the Master Servicer) if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement. The Master Servicer shall at all times maintain each office from which it shall service Contracts, services Receivables and its principal executive office, office within the United StatesStates of America. (d) The Master Servicer shall maintain or cause to be maintained accounts and records as to each Contract Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such ContractReceivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Contract Receivable and the amounts from time to time deposited in or credited to the Collection Account in respect of such ContractReceivable. (e) The Master Servicer shall maintain or cause to be maintained its computer systems and those of Subservicers so that, from and after the time of sale under this Agreement of the ContractsAgreement, the Master Servicer's and Subservicer's master computer records (including any backup archives) that shall refer to a Contract any Receivable indicate clearly the interest of the Issuer and the Indenture Trustee in such Contract and that such Contract Receivable is owned by the Issuer and has been pledged to the Indenture TrusteeTrust. Indication of the IssuerTrust's ownership of and the Indenture Trustee's interest in a Contract Receivable shall be deleted from or modified on the Master Servicer's computer systems when, and only when, the related Contract Receivable shall become a Purchased Receivable, purchased in accordance with Section 10.1(a) hereof, a replaced Receivable, or shall have been paid in full full. (f) If at any time the Company or repurchased the Servicer proposes to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables (other than the Receivables) to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or printouts (including any restored from backup archives) that, if they refer in any manner whatsoever to any Receivable, indicate clearly that such Receivable has been sold and is owned by the Trust (unless such Receivable shall become a Purchased Receivable, a replaced Receivable, or shall have become a Liquidated Contractbeen paid in full).

Protection of Title to Trust. (a) The Master Servicer shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the perfection and priority of the interest of the Issuer, the Securityholders, the Indenture Trustee, the Owner Trustee and the Owner Trustee Insurer in the Contracts and in the proceeds thereof. The Master Servicer shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Neither WFS, the either Seller nor the Master Servicer shall change its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with Section 10.02(a) seriously misleading within the meaning of Section 9-507 402(7) of the UCC, unless it shall have given the Insurer, the Owner Trustee and the Indenture Trustee at least 60 days' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) WFS, the Seller Sellers and the Master Servicer shall give the Insurer, the Owner Trustee and the Indenture Trustee at least 60 days' prior written notice of any relocation of the principal executive office of WFS or the each Seller and the Master Servicer or the Subservicers (in the case of notice provided by the Master Servicer) if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement. The Master Servicer shall at all times maintain each office from which it shall service Contracts, and its principal executive office, within the United States. (d) The Master Servicer shall maintain or cause to be maintained accounts and records as to each Contract accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Contract, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Contract and the amounts from time to time deposited in or credited to the Collection Account in respect of such Contract. (e) The Master Servicer shall maintain or cause to be maintained its computer systems and those of Subservicers so that, from and after the time of sale under this Agreement of the Contracts, the Master Servicer's and Subservicer's master computer records (including any backup archives) that shall refer to a Contract indicate clearly the interest of the Issuer and the Indenture Trustee in such Contract and that such Contract is owned by the Issuer and has been pledged to the Indenture Trustee. Indication of the Issuer's ownership of and the Indenture Trustee's interest in a Contract shall be deleted from or modified on the Master Servicer's computer systems when, and only when, the related Contract shall have been paid in full or repurchased or shall have become a Liquidated Contract.recoveries

Protection of Title to Trust. (a) The Master Servicer shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the perfection and priority of the interest of the Issuer, the Securityholders, the Indenture Trustee and the Owner Trustee in the Contracts and in the proceeds thereof. The Master Servicer shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Neither WFS, the Seller nor the Master Servicer shall change its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with Section 10.02(a) seriously misleading within the meaning of Section 9-507 of the UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least 60 days' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. The prior sentence notwithstanding, WFS may change its name to Western Financial Auto and the Seller may change its name to Western Financial ABS 3 without prior notice to the Owner Trustee or the Indenture Trustee, provided it shall timely comply with the requirements of Section 2.01(c). (c) WFS, the Seller and the Master Servicer shall give the Owner Trustee and the Indenture Trustee at least 60 days' prior written notice of any relocation of the principal executive office of WFS or the Seller and the Master Servicer or the Subservicers (in the case of notice provided by the Master Servicer) or the reincorporation of any of them in a different jurisdiction if, as a result of such relocationrelocation or reincorporation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement. The Master Servicer shall at all times maintain each office from which it shall service Contracts, and its principal executive office, within the United States. (d) The Master Servicer shall maintain or cause to be maintained accounts and records as to each Contract accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Contract, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Contract and the amounts from time to time deposited in or credited to the Collection Account in respect of such Contract. (e) The Master Servicer shall maintain or cause to be maintained its computer systems and those of Subservicers so that, from and after the time of sale under this Agreement of the Contracts, the Master Servicer's and Subservicer's master computer records (including any backup archives) that shall refer to a Contract indicate clearly the interest of the Issuer and the Indenture Trustee in such Contract and that such Contract is owned by the Issuer and has been pledged to the Indenture Trustee. Indication of the Issuer's ownership of and the Indenture Trustee's interest in a Contract shall be deleted from or modified on the Master Servicer's computer systems when, and only when, the related Contract shall have been paid in full or repurchased or shall have become a Liquidated Contract.

Protection of Title to Trust. (a) The Master Servicer Seller shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the perfection and priority of the interest of the Issuer, the Securityholders, Issuer and of the Indenture Trustee and the Owner Trustee in the Contracts Receivables and in the proceeds thereof. The Master Servicer Seller hereby authorizes the filing of such financing statements and hereby ratifies any such financing statements filed prior to the date hereof. The Seller shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Neither WFS, the Seller nor the Master Servicer shall change its name, identity or corporate structure in any manner that would, could or might reasonably be expected to make any financing statement or continuation statement filed in accordance with Section 10.02(aparagraph (a) above seriously misleading within the meaning of Section 9-507 506 of the UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least 60 five days' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) WFS, Each of the Seller and the Master Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee at least 60 days' prior written notice of any relocation of the its principal executive office or a change in its jurisdiction of WFS or the Seller and the Master Servicer or the Subservicers (in the case of notice provided by the Master Servicer) organization if, as a result of such relocationrelocation or change in its jurisdiction of organization, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement. The Master Servicer shall at all times maintain each office from which it shall service ContractsReceivables, and its principal executive office, within the United StatesStates of America. (d) The Master Servicer shall maintain or cause to be maintained accounts and records as to each Contract Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such ContractReceivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Contract Receivable and the amounts from time to time deposited in or credited to the Collection Account in respect of such ContractReceivable. (e) The Master Servicer shall maintain or cause to be maintained its computer systems and those of Subservicers so that, within five (5) Business Days from and after the time of sale under this Agreement of the ContractsReceivables, the Master Servicer's and Subservicer's master computer records (including any backup archives) that shall refer to a Contract Receivable shall indicate clearly the interest of the Issuer and the Indenture Trustee in such Contract and that such Contract Receivable has been sold to the Issuer. (f) If at any time the Seller or the Servicer shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or printouts (including any restored from backup archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the Issuer and has been pledged to the Indenture Trustee. Indication . (g) Upon request, the Servicer shall furnish to the Owner Trustee or to the Indenture Trustee, within five Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Issuer's ownership of Trust. (h) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee's : (i) promptly after the execution and delivery of this Agreement, an Opinion of Counsel stating that, in the opinion of such counsel, either (1) all financing statements and continuation statements have been filed that are necessary fully to preserve and protect the interest of the Trust and the Indenture Trustee in a Contract the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (2) no such action shall be deleted from necessary to preserve and protect such interest; and (ii) on or modified on before March 31, in each calendar year, beginning in 2004, an Opinion of Counsel, dated as of a date during such 90-day period, stating that, in the Master Servicer's computer systems whenopinion of such counsel, either (1) all financing statements and continuation statements have been filed that are necessary fully to preserve and protect the interest of the Trust and the Indenture Trustee in the Receivables, and only whenreciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (2) no such action shall be necessary to preserve and protect such interest. Each Opinion of Counsel referred to in clause (A) or (B) above shall specify any action necessary (as of the related Contract date of such opinion) to be taken in the following year to preserve and protect such interest. (i) The Seller shall, to the extent required by applicable law, cause the Notes to be registered with the Commission pursuant to Section 12(b) or Section 12(g) of the Exchange Act within the time periods specified in such sections. (j) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee, prior to any change in the location of the Receivable Files, an Opinion of Counsel stating that, in the opinion of such counsel, either (i) all financing statements and continuation statements have been paid filed that are necessary fully to preserve and protect the interest of the Trust and the Indenture Trustee in full the Receivables, and reciting the details of such filings or repurchased referring to prior Opinions of Counsel in which such details are given, or (ii) no such action shall have become a Liquidated Contractbe necessary to preserve and protect such interest.

Protection of Title to Trust. (a) The Master Servicer shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the perfection and priority of the interest of the Issuer, the Securityholders, the Indenture Trustee and the Owner Trustee in the Contracts and in the proceeds thereof. The Master Servicer shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Neither WFSthe Seller, the Seller Trust Depositor nor the Master Servicer shall change its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with Section 10.02(a4.02(a) seriously misleading within the meaning of Section 9-507 402(7) of the UCC, unless it shall have given the Issuer, the Owner Trustee and the Indenture Trustee at least 60 days' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) WFSThe Seller, the Seller Trust Depositor and the Master Servicer shall give the Issuer, the Owner Trustee and the Indenture Trustee at least 60 days' prior written notice of any relocation of the principal executive office of WFS Eaglemark or the Seller Trust Depositor and the Master Servicer or the Subservicers (in the case of notice provided by the Master Servicer) if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement. The Master Servicer shall at all times maintain each office from which it shall service Contracts, and its principal executive office, within the United States. (d) The Master Servicer shall maintain or cause to be maintained accounts and records as to each Contract accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Contract, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Contract and the amounts from time to time deposited in or credited to the Collection Account in respect of such each Contract. (e) The Master Servicer shall maintain or cause to be maintained its computer systems and those of Subservicers so that, from and after the time of sale under this Agreement of the Contracts, the Master Servicer's and Subservicer's master computer records (including any backup archives) that shall refer to a Contract indicate clearly the interest of the Issuer and the Indenture Trustee in such Contract and that such Contract is owned by the Issuer and has been pledged to the Indenture Trustee. Indication of the Issuer's ownership of and the Indenture Trustee's interest in a Contract shall be deleted from or modified on the Master Servicer's computer systems when, and only when, the related Contract shall have been paid in full or repurchased or shall have become a Liquidated Contract. (f) If at any time the Trust Depositor or the Servicer shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive retail installment sales contracts to any prospective purchaser, lender or other transferee, the Servicer shall give or cause to be given to such prospective purchaser, lender or other transferee computer tapes, records or print-outs (including any restored from back-up archives) that, if they shall refer in any manner whatsoever to any Contract, shall indicate clearly that such Contract has been sold and is owned by the Issuer and has been pledged to the Indenture Trustee. (g) The Servicer shall permit the Owner Trustee and the Insurer and its agents, at any time during normal business hours, to inspect, audit and make copies of and abstracts from the Servicer's records regarding any Contract. (h) Upon request, the Servicer shall furnish to the Owner Trustee and the Indenture Trustee, within five Business Days, a list of all Contracts then held as part of the Trust Estate, together with a reconciliation of such list to the Schedule of Contracts and to each of the Monthly Reports furnished before such request indicating removal of Contracts from the Trust. (i) The Servicer shall deliver to the Owner Trustee, the Indenture Trustee and each Rating Agency promptly after the execution and delivery of this Agreement and of each amendment hereto, an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Owner Trustee and the Indenture Trustee and reciting the details of each filings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest.

Protection of Title to Trust. (af) The Master Servicer shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the perfection and priority of the interest of the Issuer, the Securityholders, the Indenture Trustee and the Owner Trustee in the Contracts and in the proceeds thereof. The Master Servicer shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (bg) Neither WFSthe Seller, the Seller Trust Depositor nor the Master Servicer shall change its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with Section 10.02(a) seriously misleading within the meaning of Section ss. 9-507 402(7) of the UCC, unless it shall have given the Issuer, the Owner Trustee and the Indenture Trustee at least 60 days' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (ch) WFSThe Seller, the Seller Trust Depositor and the Master Servicer shall give the Issuer, the Owner Trustee and the Indenture Trustee at least 60 days' prior written notice of any relocation of the principal executive office of WFS Eaglemark or the Seller Trust Depositor and the Master Servicer or the Subservicers (in the case of notice provided by the Master Servicer) if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement. The Master Servicer shall at all times maintain each office from which it shall service Contracts, and its principal executive office, within the United States. (di) The Master Servicer shall maintain or cause to be maintained accounts and records as to each Contract accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Contract, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Contract and the amounts from time to time deposited in or credited to the Collection Account in respect of such each Contract. (ej) The Master Servicer shall maintain or cause to be maintained its computer systems and those of Subservicers so that, from and after the time of sale under this Agreement of the Contracts, the Master Servicer's and Subservicer's master computer records (including any backup archives) that shall refer to a Contract indicate clearly the interest of the Issuer and the Indenture Trustee in such Contract and that such Contract is owned by the Issuer and has been pledged to the Indenture Trustee. Indication of the Issuer's ownership of and the Indenture Trustee's interest in a Contract shall be deleted from or modified on the Master Servicer's computer systems when, and only when, the related Contract shall have been paid in full or repurchased or shall have become a Liquidated Contract. (k) If at any time the Trust Depositor or the Servicer shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive retail installment sales contracts to any prospective purchaser, lender or other transferee, the Servicer shall give or cause to be given to such prospective purchaser, lender or other transferee computer tapes, records or print-outs (including any restored from back-up archives) that, if they shall refer in any manner whatsoever to any Contract, shall indicate clearly that such Contract has been sold and is owned by the Issuer and has been pledged to the Indenture Trustee. (l) The Servicer shall permit the Owner Trustee and the Insurer and its agents, at any time during normal business hours, to inspect, audit and make copies of and abstracts from the Servicer's records regarding any Contract. (m) Upon request, the Servicer shall furnish to the Owner Trustee and the Indenture Trustee, within five Business Days, a list of all Contracts then held as part of the Trust Estate, together with a reconciliation of such list to the Schedule of Contracts and to each of the Monthly Reports furnished before such request indicating removal of Contracts from the Trust. (n) The Servicer shall deliver to the Owner Trustee, the Indenture Trustee and each Rating Agency promptly after the execution and delivery of this Agreement and of each amendment hereto, an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Owner Trustee and the Indenture Trustee and reciting the details of each filings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest.

Protection of Title to Trust. (a) The Master Servicer Depositor shall ---------------------------- execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the perfection and priority of the interest of the Issuer, the Securityholders, the Indenture Trustee Certificateholders and the Owner Trustee in the Contracts Receivables and in the proceeds thereof. The Master Servicer Depositor shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Neither WFS, the Seller Depositor nor the Master Servicer shall change its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with Section 10.02(aparagraph (a) above seriously misleading within the meaning of Section 9-507 402(7) of the UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least 60 five days' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) WFS, Each of the Seller Depositor and the Master Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee at least 60 days' prior written notice of any relocation of the its principal executive office of WFS or the Seller and the Master Servicer or the Subservicers (in the case of notice provided by the Master Servicer) if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement statement, and shall promptly file any such amendment or new financing statement. The Master Servicer shall at all times maintain its principal executive office and each office from which it shall service Contracts, and its principal executive office, Receivables within the United StatesStates of America. (d) The Master Servicer shall maintain or cause to be maintained accounts and records as to each Contract Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such ContractReceivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Contract Receivable and the amounts from time to time deposited in or credited to the Collection Distribution Account and Payahead Account in respect of such ContractReceivable. (e) The Master Servicer shall maintain or cause to be maintained its computer systems and those of Subservicers so that, from and after the time of sale under this Agreement of the ContractsReceivables to the Trustee, the Master Servicer's and Subservicer's master computer records (including any backup back-up archives) that shall refer to a Contract Receivable shall indicate clearly the interest of the Issuer and the Indenture Trustee Trust, in such Contract Receivable, and that such Contract Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. Indication of the IssuerTrustee's ownership of and the Indenture Trustee's interest in a Contract Receivable shall be deleted from or modified on the Master Servicer's computer systems when, and only when, the related Contract such Receivable shall have been paid in full or repurchased repurchased. (f) If at any time the Depositor or the Servicer shall have become propose to sell, grant a Liquidated Contractsecurity interest in, or otherwise transfer any interest in automotive receivables to, any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or print-outs (including any restored from back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the Trustee. (g) The Servicer shall permit the Trustee and its agents at any time during normal business hours to inspect, audit and make copies of and abstracts from the Servicer's records regarding any Receivable. (h) Upon request, the Servicer shall furnish to the Trustee, within five Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust, together with a reconciliation of such list to the Schedule of Receivables and to each of the Servicer's Certificates furnished before such request indicating removal of Receivables from the Trust.

Protection of Title to Trust. (a) The Master Servicer shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the perfection and priority of the interest of the Issuer, the Securityholders, the Indenture Trustee and the Owner Trustee in the Contracts and in the proceeds thereof. The Master Servicer shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Neither WFSthe Seller, the Seller Trust Depositor nor the Master Servicer shall change its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with Section 10.02(a4.02(a) seriously misleading within the meaning of Section 9-507 402(7) of the UCC, unless it shall have given the Issuer, the Owner Trustee and the Indenture Trustee at least 60 sixty (60) days' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) WFSThe Seller, the Seller Trust Depositor and the Master Servicer shall give the Issuer, the Owner Trustee and the Indenture Trustee at least 60 sixty (60) days' prior written notice of any relocation of the principal executive office of WFS the Seller, or the Seller and the Master Servicer Trust Depositor or the Subservicers (in the case of notice provided by the Master Servicer) Servicer if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement statement, and the Servicer shall promptly file or cause to be filed any such amendment or new financing statement. The Master Servicer shall at all times maintain each office from which it shall service Contracts, and its principal executive office, within the United States. (d) The Master Servicer shall maintain or cause to be maintained accounts and records as to each Contract accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Contract, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Contract and the amounts from time to time deposited in or credited to the Collection Account in respect of such each Contract. (e) The Master Servicer shall maintain or cause to be maintained its computer systems and those of Subservicers so that, from and after the time of sale transfer under this Agreement of the Contracts, the Master Servicer's and Subservicer's master computer records (including any backup archives) that shall refer to a Contract indicate clearly the interest of the Issuer and the Indenture Trustee in such Contract and that such Contract is owned by the Issuer and has been pledged to the Indenture Trustee. Indication of the Issuer's ownership of and the Indenture Trustee's interest in a Contract shall be deleted from or modified on the Master Servicer's computer systems when, and only when, the related Contract shall have been paid in full or repurchased or substituted for. (f) The Servicer shall deliver to the Owner Trustee, the Indenture Trustee and each Rating Agency promptly after the execution and delivery of this Agreement and of each amendment hereto, an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements have become a Liquidated Contractbeen executed and filed that are necessary fully to preserve and protect the interest of the Owner Trustee and the Indenture Trustee and reciting the details of each filings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest.

Protection of Title to Trust. (a) The Master Servicer shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such a manner and in such places as may be required by law fully to preserve, maintain and protect the perfection and priority of the interest of the Issuer, the Securityholders, Issuer and the Indenture Trustee and the Owner Trustee in the Contracts Receivables and in the proceeds thereof. The Master Servicer shall deliver (or cause to be delivered) delivered to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, above as soon as available following such filing. In addition, the Seller and the Depositor hereby authorize the Issuer at any time and from time to time to prepare and file financing statements and amendments thereto in any jurisdiction as may be necessary or desirable to preserve, maintain and protect the interests of the Issuer and the Indenture Trustee in the Receivables and the proceeds thereof. (b) Neither WFSNone of the Seller, the Seller nor Depositor or the Master Servicer shall change its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with Section 10.02(aparagraph (a) above seriously misleading within the meaning of Section 9-507 506 of the UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least 60 five days' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) WFSEach of the Seller, the Seller Depositor and the Master Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee at least 60 daysfive Business Days' prior written notice of any relocation of the principal executive office of WFS or the Seller and the Master Servicer or the Subservicers (change in the case jurisdiction of notice provided by the Master Servicer) its organization if, as a result of such relocationchange of jurisdiction, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement statement, and shall promptly file any such amendment or new financing statement. The Master Servicer shall at all times maintain each office from which it shall service ContractsReceivables, and its principal executive office, within the United StatesStates of America. (d) The Master Servicer shall maintain or cause to be maintained accounts and records as to each Contract accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Contract, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Contract and the amounts from time to time deposited in or credited to the Collection Account in respect of such Contract. (e) The Master Servicer shall maintain or cause to be maintained its computer systems and those of Subservicers so that, from and after the time of sale under this Agreement of the Contracts, the Master Servicer's and Subservicer's master computer records (including any backup archives) that shall refer to a Contract indicate clearly the interest of the Issuer and the Indenture Trustee in such Contract and that such Contract is owned by the Issuer and has been pledged to the Indenture Trustee. Indication of the Issuer's ownership of and the Indenture Trustee's interest in a Contract shall be deleted from or modified on the Master Servicer's computer systems when, and only when, the related Contract shall have been paid in full or repurchased or shall have become a Liquidated Contract.

Protection of Title to Trust. (a) The Master Servicer shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the perfection and priority of the interest of the IssuerTrust, the Securityholders, the Indenture Trustee and the Owner Trustee in the Contracts and in the proceeds thereof. The Master Servicer shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Neither WFSthe Originator, the Seller Trust Depositor nor the Master Servicer shall change its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with Section 10.02(a4.02(a) seriously misleading within the meaning of Section 9-507 402(7) of the UCC, unless it shall have given the Trust, the Owner Trustee and the Indenture Trustee at least 60 30 days' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) WFSThe Originator, the Seller Trust Depositor and the Master Servicer shall give the Trust, the Owner Trustee and the Indenture Trustee at least 60 30 days' prior written notice of any relocation of the principal executive office of WFS the Originator, or the Seller and the Master Servicer Trust Depositor or the Subservicers (in the case of notice provided by the Master Servicer) Servicer if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement statement, and the Servicer shall promptly file or cause to be filed any such amendment or new financing statement. The Master Servicer shall at all times maintain each office from which it shall service Contracts, and its principal executive office, within the United States. (d) The Master Servicer shall maintain or cause to be maintained accounts and records as to each Contract accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Contract, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Contract and the amounts from time to time deposited in or credited to the Collection Account in respect of such each Contract. (e) The Master Servicer shall maintain or cause to be maintained its computer systems and those of Subservicers so that, from and after the time of sale under this Agreement of the Contracts, the Master Servicer's and Subservicer's master computer records (including any backup archives) that shall refer to a Contract indicate clearly the interest of the Issuer Trust and the Indenture Trustee in such Contract Con tract and that such Contract is owned by the Issuer Trust and has been pledged to the Indenture Trustee. Indication of the IssuerTrust's ownership of and the Indenture Trustee's interest in a Contract shall be deleted from or modified on the Master Servicer's computer systems when, and only when, the related Contract shall have been paid in full or repurchased or substituted for. (f) The Servicer shall deliver to the Owner Trustee, the Indenture Trustee and each Rating Agency promptly after the execution and delivery of this Agreement and of each amendment hereto, an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements have become a Liquidated Contract.been executed and filed that are necessary fully to preserve and protect the interest of the Owner Trustee and the Indenture Trustee and reciting the details of each filing or

Protection of Title to Trust. (a) The Master Servicer Seller shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the perfection and priority of the interest of the Issuer, Issuer and the Securityholders, interests of the Indenture Trustee and on behalf of the Owner Trustee related Series Securityholders in the Contracts related Series Trust Estate and in the proceeds thereof. The Master Servicer shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Neither WFS, the Seller nor the Master Servicer shall change its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with Section 10.02(aparagraph (a) above seriously misleading within the meaning of Section 9-507 402(7) of the UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least 60 thirty days' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) WFS, Each of the Seller and the Master Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee at least 60 days' prior written prompt notice of any relocation of the its principal executive office of WFS or the Seller and the Master Servicer or the Subservicers (in the case of notice provided by the Master Servicer) if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statementamendment. The Master Servicer shall at all times maintain each office from which it shall service ContractsReceivables, and its principal executive office, within the United StatesStates of America. (d) The Master Servicer shall maintain or cause to be maintained accounts and records as to each Contract Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such ContractReceivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Contract Receivable and the amounts from time to time deposited in or credited to the Master Collection Account in respect of such ContractReceivable. (e) The Master Servicer shall maintain or cause to be maintained its maintained, a computer systems and those of Subservicers system so that, from and after the time of sale under this Agreement and each Transfer Agreement of the ContractsReceivables to the Issuer, the Master Servicer's and Subservicer's such master computer records (including any backup archives) that shall refer to a Contract Receivable shall indicate clearly the interest of the Issuer and the Indenture Trustee Trust in such Contract Receivable and that such Contract Receivable is owned by the Issuer Trust and to which Series Trust Estate such Receivable has been pledged pursuant to the Indenture TrusteeIndenture. Indication of the Issuer's ownership of and the Indenture TrusteeTrust's interest in a Contract Receivable shall be deleted from or modified on the Master Servicer's such computer systems when, and only when, the related Contract Receivable shall have been paid in full or repurchased by HAFC or the Seller. (f) If at any time the Seller or HAFC shall propose to sell, grant a security interest in or otherwise transfer any interest in automotive receivables to any prospective purchaser, lender or other transferee, the Master Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or printouts (including any restored from backup archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the Trust unless such Receivable has been paid in full or repurchased by HAFC or the Seller. (g) With respect to any Series Trust Estate, upon request, the Master Servicer shall furnish or cause to be furnished to the related Series Support Provider (only in the event that there is a Series Support Provider with respect to such Series), the Owner Trustee or to the Indenture Trustee, within five Business Days, a list of all Receivables (by contract number) then held as part of the related Series Trust Estate, together with a reconciliation of such list to the related Schedule of Receivables and to each of the Master Servicer's Certificates furnished before such request indicating removal of Receivables from the related Series Trust Estate. The Indenture Trustee shall hold any such list and Schedule of Receivables for examination by interested parties during normal business hours at the Corporate Trust Office upon reasonable notice by such Persons of their desire to conduct an examination. (h) The Master Servicer shall deliver to the Owner Trustee and the Indenture Trustee: (1) simultaneously with the execution and delivery of the Agreement and, if required pursuant to Section 13.1, of each amendment, an Opinion of Counsel stating that, in the opinion of such Counsel, in form and substance reasonably satisfactory to the addressees of such Opinion, either (A) all financing statements and continuation statements have become a Liquidated Contract.been executed and filed that are necessary fully to preserve and protect the interest of the Trust and the Indenture Trustee in the Receivables then held as part of the related Series Trust Estate, or (B) no such action shall be necessary to preserve and protect such interest or (C) any action which is necessary to preserve and protect such interest during the following 12-month period; and

Protection of Title to Trust. (a) The Master Servicer Depositor shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the perfection and priority of the interest of the Issuer, the Securityholders, the Indenture Trustee Certificateholders and the Owner Trustee in the Contracts Receivables and in the proceeds thereof. The Master Servicer Depositor shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Neither WFS, the Seller Depositor nor the Master Servicer shall change its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with Section 10.02(aparagraph (a) above seriously misleading within the meaning of Section 9-507 402(7) of the UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least 60 five days' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) WFS, Each of the Seller Depositor and the Master Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee at least 60 days' prior written notice of any relocation of the its principal executive office of WFS or the Seller and the Master Servicer or the Subservicers (in the case of notice provided by the Master Servicer) if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement statement, and shall promptly file any such amendment or new financing statement. The Master Servicer shall at all times maintain its principal executive office and each office from which it shall service Contracts, and its principal executive office, Receivables within the United StatesStates of America. (d) The Master Servicer shall maintain or cause to be maintained accounts and records as to each Contract Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such ContractReceivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Contract Receivable and the amounts from time to time deposited in or credited to the Collection Distribution Account in respect of such ContractReceivable. (e) The Master Servicer shall maintain or cause to be maintained its computer systems and those of Subservicers so that, from and after the time of sale transfer under this Agreement of the ContractsReceivables to the Trustee, the Master Servicer's and Subservicer's master computer records (including any backup back-up archives) that shall refer to a Contract Receivable shall indicate clearly the interest of the Issuer and the Indenture Trustee Trust, in such Contract Receivable, and that such Contract Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. Indication of the IssuerTrustee's ownership of and the Indenture Trustee's interest in a Contract Receivable shall be deleted from or modified on the Master Servicer's computer systems when, and only when, the related Contract such Receivable shall have been paid in full or repurchased or shall have become a Liquidated ContractPurchased Receivable. (f) If at any time the Depositor or the Servicer shall propose to sell, grant a security interest in, or otherwise transfer any interest in (boat) (recreational vehicle) receivables to, any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or print-outs (including any restored from back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been transferred to and is owned by the Trustee. (g) The Servicer shall permit the Trustee and its agents at any time during normal business hours to inspect, audit and make copies of and abstracts from the Servicer's records regarding any Receivable. (h) Upon request, the Servicer shall furnish to the Trustee, within five Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust, together with a reconciliation of such list to the Schedule of Receivables attached as Schedule A hereto and to each of the Servicer's Certificates furnished before such request indicating removal of Receivables from the Trust.

Protection of Title to Trust. (a) The Master Servicer Seller shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the perfection and priority of the interest of the Issuer, the Securityholders, Issuer and of the Indenture Trustee and the Owner Trustee in the Contracts Receivables and in the proceeds thereof. The Master Servicer Seller shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee Trustees file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Neither WFS, the Seller nor the Master Servicer shall change its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with Section 10.02(a9.02(a) seriously misleading within the meaning of Section 9-507 507(c) of the UCC, unless it shall have given the Owner Trustee and the Indenture Trustee Trustees at least 60 30 days' prior written notice thereof and shall have promptly filed shall, within 30 days of such change, execute and file the appropriate amendments to all previously filed financing statements or continuation statements. (c) WFS, Each of the Seller and the Master Servicer shall give the Owner Trustee and the Indenture Trustee Trustees at least 60 days' prior written notice of any relocation of the its principal executive office of WFS or the Seller and the Master Servicer or the Subservicers (in the case of notice provided by the Master Servicer) if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement. The Master Servicer shall at all times maintain each office from which it shall service ContractsReceivables, and its principal executive office, within the United States. (d) The Master Servicer shall maintain or cause to be maintained accounts and records as to each Contract Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such ContractReceivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Contract Receivable and the amounts from time to time deposited in or credited to the Collection Account in respect of such ContractAccounts. (e) The Master Servicer shall maintain or cause to be maintained its computer systems and those of Subservicers so that, from and after the time of sale under this Agreement of the ContractsReceivables, the Master Servicer's and Subservicer's master computer records (including any backup archives) that shall refer to a Contract Receivable shall indicate clearly the interest of the Issuer and the Indenture Trustee in such Contract Receivable and that such Contract Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. Indication of the Issuer's ownership of and the Indenture Trustee's interest in a Contract Receivable shall be deleted from or modified on the Master Servicer's computer systems when, and only when, the related Contract Receivable shall have been paid in full or repurchased repurchased. (f) If at any time the Seller or the Servicer shall propose to sell, grant a security interest in, or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or printouts (including any restored from backup archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the Issuer and has been pledged to the Indenture Trustee. (g) The Servicer shall permit the Indenture Trustee and its agents at any time during normal business hours to inspect, audit and make copies of and abstracts from the Servicer's records regarding any Receivable. (h) Upon request, the Servicer shall furnish to the Owner Trustee or to the Indenture Trustee, within five Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Issuer, together with a reconciliation of such list to the Schedule of Receivables and to each of the Servicer's Certificates furnished before such request indicating removal of Receivables from the Issuer. (i) The Servicer shall deliver to the Trustees: (1) promptly after the execution and delivery of each amendment hereto, an Opinion of Counsel stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have become been executed and filed that are necessary to fully preserve and protect the interest of the Trustees in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) no such action shall be necessary to preserve and protect such interest; and (2) within 90 days after the beginning of each fiscal year of the Issuer beginning with the first fiscal year beginning more than three months after the Cutoff Date, an Opinion of Counsel, dated as of a Liquidated Contractdate during such 90-day period, stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trustees in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) no such action shall be necessary to preserve and protect such interest. Each Opinion of Counsel referred to in clause (1) or (2) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest. (j) The Seller shall, to the extent required by applicable law, cause the Notes to be registered with the Commission pursuant to Section 12(b) or Section 12(g) of the Exchange Act within the time periods specified in such sections.

Protection of Title to Trust. (a) The Master Servicer Depositor shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the perfection and priority of the interest of the Issuer, the Securityholders, the Indenture Trustee Certificateholders and the Owner Trustee in the Contracts Receivables and in the proceeds thereof. The Master Servicer Depositor shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Neither WFS, the Seller Depositor nor the Master Servicer shall change its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed by the Depositor in accordance with Section 10.02(aparagraph (a) above seriously misleading within the meaning of Section 9-507 402(7) of the UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least 60 30 days' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) WFS, the Seller The Depositor and the Master Servicer shall give the Owner Trustee and the Indenture Trustee at least 60 30 days' prior written notice of any relocation of the its principal executive office of WFS or the Seller and the Master Servicer or the Subservicers (in the case of notice provided by the Master Servicer) if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement statement, and shall promptly file any such amendment or new financing statementamendment. The Master Servicer shall at all times maintain each office from which it shall service ContractsReceivables, and its principal executive office, within the United StatesStates of America. (d) The Master Servicer shall maintain or cause to be maintained accounts and records as to each Contract Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such ContractReceivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Contract Receivable and the amounts from time to time deposited in or credited to the Collection Account in respect of such ContractReceivable. (e) The Master Servicer shall maintain or cause to be maintained its computer systems and those of Subservicers so that, from and after the time of sale under this Agreement of the ContractsReceivables to the Trustee, the Master Servicer's and Subservicer's master computer records (including any backup back-up archives) that shall refer to a Contract Receivable shall indicate clearly with reference to the interest of the Issuer and the Indenture Trustee in such Contract and particular grantor trust that such Contract Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. Indication of the IssuerTrustee's ownership of and a Receivable, on behalf of the Indenture Trustee's interest in a Contract Trust, shall be deleted from or modified on the Master Servicer's computer systems when, and only when, the related Contract Receivable shall have been paid in full or repurchased or shall have become a Liquidated Contractrepurchased.

Protection of Title to Trust. (a) The Master Servicer shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the perfection and priority of the interest of the IssuerTrust, the Securityholders, the Indenture Trustee and the Owner Trustee in the Contracts Loans and in the proceeds thereof. The Master Servicer shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Neither WFSthe Originator, the Seller Trust Depositor nor the Master Servicer shall change its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with Section 10.02(a4.02(a) seriously misleading within the meaning of Section 9-507 402(7) of the UCC, unless it shall have given the Trust, the Owner Trustee and the Indenture Trustee at least 60 30 days' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) WFSThe Originator, the Seller Trust Depositor and the Master Servicer shall give the Trust, the Owner Trustee and the Indenture Trustee at least 60 30 days' prior written notice of any relocation of the principal executive office of WFS the Originator, or the Seller and the Master Servicer Trust Depositor or the Subservicers (in the case of notice provided by the Master Servicer) Servicer if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement statement, and the Servicer shall promptly file or cause to be filed any such amendment or new financing statement. The Master Servicer shall at all times maintain each office from which it shall service ContractsLoans, and its principal executive office, within the United States. (d) The Master Servicer shall maintain or cause to be maintained accounts and records as to each Contract Loan accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such ContractLoan, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Contract Loan and the amounts from time to time deposited in or credited to the Collection Account including identifying amounts credited to the Interest Collection Account and the Principal Collection Account in respect of such Contracteach Loan. (e) The Master Servicer shall maintain or cause to be maintained its computer systems and those of Subservicers so that, from and after the time of sale under this Agreement of the ContractsLoans, the Master Servicer's and Subservicer's master computer records (including any backup archives) that shall refer to a Contract Loan indicate clearly the interest of the Issuer Trust and the Indenture Trustee in such Contract Loan and that such Contract Loan is owned by the Issuer Trust and has been pledged to the Indenture Trustee. Indication of the IssuerTrust's ownership of and the Indenture Trustee's interest in a Contract Loan shall be deleted from or modified on the Master Servicer's computer systems when, and only when, the related Contract Loan shall have been paid in full or repurchased or substituted for. (f) The Servicer shall deliver to the Owner Trustee, the Indenture Trustee and each Rating Agency promptly after the execution and delivery of this Agreement and of each amendment hereto, an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements have become a Liquidated Contractbeen executed and filed that are necessary fully to preserve and protect the interest of the Owner Trustee and the Indenture Trustee and reciting the details of each filing or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest.

Protection of Title to Trust. (a) The Master Servicer Seller shall execute and file such financing statements statements, and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by applicable law fully to preserve, maintain and protect the perfection right, title and priority of the interest of the Issuer, Issuer and the Securityholders, interests of the Indenture Trustee and the Owner Trustee in the Contracts Receivables, the other property sold hereunder and in the proceeds thereof. The Master Servicer Seller shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file-file- stamped copies of, or filing receipts for, any document filed as provided above, above as soon as available following such filing. The Issuer and the Indenture Trustee shall cooperate fully with the Seller in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this paragraph. (b) Neither WFS, the Seller nor the Master Servicer shall change its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with Section 10.02(aparagraph (a) seriously misleading within the meaning of Section 9-507 applicable provisions of the UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least 60 five days' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) WFS, Each of the Seller and the Master Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee at least 60 days' prior written notice of any relocation of the its principal executive office of WFS or the Seller and the Master Servicer or the Subservicers (in the case of notice provided by the Master Servicer) if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statementamendment. The Master Servicer shall at all times maintain each office from which it shall service ContractsReceivables, and its principal executive office, within the United StatesStates of America. (d) The Master Servicer shall maintain or cause to be maintained accounts and records as to each Contract Receivable accurately and in sufficient detail to permit permit: (i) the reader thereof to know at any time the status of such ContractReceivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Contract Receivable and the amounts from time to time deposited in or credited to the Collection Account in respect of such ContractReceivable. (e) The Master Servicer shall maintain or cause to be maintained its computer systems and those of Subservicers so that, from and after the time of sale under this Agreement of the ContractsReceivables, the Master Servicer's and Subservicer's master computer records (including any backup archives) that shall refer to a Contract Receivable shall indicate clearly the interest of the Issuer and the Indenture Trustee in such Contract Receivable and that such Contract Receivable is owned by the Issuer and has been pledged to Hxxxxx, as Indenture Trustee. Indication of the Issuer's and the Indenture Trustee's interest in a Receivable may be deleted from or modified on the Servicer's computer systems when, and only when, the related Receivable shall have been paid in full or repurchased. (f) If at any time the Seller or the Servicer shall propose to sell, grant a security interest in, or otherwise transfer any interest in equipment receivables to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or printouts (including any restored from backup archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the Issuer and has been pledged to the Indenture Trustee. Indication . (g) The Servicer shall permit the Indenture Trustee and its agents at any time during normal business hours to inspect, audit and make copies of and abstracts from the Servicer's records regarding any Receivable. (h) Upon request, the Servicer shall furnish to the Trustee or to the Indenture Trustee, within five Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the IssuerTrust, together with a reconciliation of such list to the Schedule of Receivables and to each of the Servicer's ownership Certificates furnished before such request indicating removal of Receivables from the Trust. (i) The Servicer shall deliver to the Trustee and the Indenture Trustee's : (1) promptly after the execution and delivery of this Agreement and of each amendment hereto, an Opinion of Counsel either: (A) stating that, in the opinion of such counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trustee and the Indenture Trustee in a Contract the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be deleted from or modified on necessary to preserve and protect such interest; and (2) within 90 days after the Master Servicer's computer systems whenbeginning of each calendar year beginning with the first calendar year beginning more than three months after the Initial Cutoff Date, an Opinion of Counsel, dated as of a date during such 90-day period, either: (A) stating that, in the opinion of such counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trustee and the Indenture Trustee in the Receivables, and only whenreciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the related Contract opinion of such counsel, no such action shall have been paid be necessary to preserve and protect such interest. Each Opinion of Counsel referred to in full clause (1) or repurchased (2) shall specify any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest. (j) The Seller shall, to the extent required by applicable law, cause the Certificates and the Notes to be registered with the Commission pursuant to Section 12(b) or shall have become a Liquidated ContractSection 12(g) of the Exchange Act within the time periods specified in such sections.

Protection of Title to Trust. (a) The Master Servicer Seller shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the perfection and priority of the interest of the Issuer, the Securityholders, the Indenture Trustee Issuer and the Owner interests of the Trustee on behalf of the related Series Securityholders in the Contracts related Series Trust Estate and in the proceeds thereof. The Master Servicer shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Neither WFS, the Seller nor the Master Servicer shall change its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with Section 10.02(aparagraph (a) above seriously misleading within the meaning of Section 9-507 402(7) of the UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least 60 thirty days' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) WFS, Each of the Seller and the Master Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee at least 60 days' prior written prompt notice of any relocation of the its principal executive office of WFS or the Seller and the Master Servicer or the Subservicers (in the case of notice provided by the Master Servicer) if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statementamendment. The Master Servicer shall at all times maintain each office from which it shall service ContractsReceivables, and its principal executive office, within the United StatesStates of America. (d) The Master Servicer shall maintain or cause to be maintained accounts and records as to each Contract Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such ContractReceivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Contract Receivable and the amounts from time to time deposited in or credited to the Master Collection Account in respect of such ContractReceivable. (e) The Master Servicer shall maintain or cause to be maintained its maintained, a computer systems and those of Subservicers system so that, from and after the time of sale under this Agreement and each Transfer Agreement of the ContractsReceivables to the Issuer, the Master Servicer's and Subservicer's such master computer records (including any backup archives) that shall refer to a Contract Receivable shall indicate clearly the interest of the Issuer and the Indenture Trustee Trust in such Contract Receivable and that such Contract Receivable is owned by the Issuer Trust and to which Series Trust Estate such Receivable has been pledged pursuant to the Indenture TrusteeIndenture. Indication of the Issuer's ownership of and the Indenture TrusteeTrust's interest in a Contract Receivable shall be deleted from or modified on the Master Servicer's such computer systems when, and only when, the related Contract Receivable shall have been paid in full or repurchased by HAFC or the Seller. (f) If at any time the Seller or HAFC shall propose to sell, grant a security interest in or otherwise transfer any interest in automotive receivables to any prospective purchaser, lender or other transferee, the Master Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or printouts (including any restored from backup archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the Trust unless such Receivable has been paid in full or repurchased by HAFC or the Seller. (g) With respect to any Series Trust Estate, upon request, the Master Servicer shall furnish or cause to be furnished to the related Series Support Provider (only in the event that there is a Series Support Provider with respect to such Series), the Owner Trustee or to the Trustee, within five Business Days, a list of all Receivables (by contract number) then held as part of the related Series Trust Estate, together with a reconciliation of such list to the related Schedule of Receivables and to each of the Master Servicer's Certificates furnished before such request indicating removal of Receivables from the related Series Trust Estate. The Trustee shall hold any such list and Schedule of Receivables for examination by interested parties during normal business hours at the Corporate Trust Office upon reasonable notice by such Persons of their desire to conduct an examination. (h) The Master Servicer shall deliver to the Owner Trustee and the Trustee: (1) simultaneously with the execution and delivery of the Agreement and, if required pursuant to Section 13.1, of each amendment, an Opinion of Counsel stating that, in the opinion of such Counsel, in form and substance reasonably satisfactory to the addressees of such Opinion, either (A) all financing statements and continuation statements have become been executed and filed that are necessary fully to preserve and protect the interest of the Trust and the Trustee in the Receivables then held as part of the related Series Trust Estate, or (B) no such action shall be necessary to preserve and protect such interest or c any action which is necessary to preserve and protect such interest during the following 12-month period; and (2) within 90 days after the beginning of each calendar year beginning in 1999, dated as of a Liquidated Contractdate during such 90-day period, stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust and the Trustee in the Series Trust Estate or (B) no such action shall be necessary to preserve and protect such interest. Each Opinion of Counsel referred to in clause (1) or (2) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest.

Protection of Title to Trust. (a) The Master Servicer Seller shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the perfection and priority of the interest of the Issuer, the Securityholders, Issuer and of the Indenture Trustee and the Owner Trustee in the Contracts Receivables and in the proceeds thereof. The Master Servicer Seller shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee Trustees file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Neither WFS, the Seller nor the Master Servicer shall change its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with Section 10.02(a9.02(a) seriously misleading within the meaning of Section 9-507 507(c) of the UCC, unless it shall have given the Owner Trustee and the Indenture Trustee Trustees at least 60 30 days' prior written notice thereof and shall have promptly filed shall, within 30 days of such change, execute and file the appropriate amendments to all previously filed financing statements or continuation statements. (c) WFS, Each of the Seller and the Master Servicer shall give the Owner Trustee and the Indenture Trustee Trustees at least 60 days' prior written notice of any relocation of the its principal executive office of WFS or the Seller and the Master Servicer or the Subservicers (in the case of notice provided by the Master Servicer) if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement. The Master Servicer shall at all times maintain each office from which it shall service ContractsReceivables, and its principal executive office, within the United States. (d) The Master Servicer shall maintain or cause to be maintained accounts and records as to each Contract Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such ContractReceivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Contract Receivable and the amounts from time to time deposited in or credited to the Collection Account Accounts and any Payments Ahead held by the Servicer in respect of such ContractReceivable. (e) The Master Servicer shall maintain or cause to be maintained its computer systems and those of Subservicers so that, from and after the time of sale under this Agreement of the ContractsReceivables, the Master Servicer's and Subservicer's master computer records (including any backup archives) that shall refer to a Contract Receivable shall indicate clearly the interest of the Issuer and the Indenture Trustee in such Contract Receivable and that such Contract Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. Indication of the Issuer's ownership of and the Indenture Trustee's interest in a Contract Receivable shall be deleted from or modified on the Master Servicer's computer systems when, and only when, the related Contract receivable shall have been paid in full or repurchased repurchased. (f) If at any time the Seller or the Servicer shall propose to sell, grant a security interest in, or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or printouts (including any restored from backup archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the issuer and has been pledged to the Indenture Trustee. (g) The Servicer shall permit the Indenture Trustee and its agents at any time during normal business hours to inspect, audit and make copies of and abstracts from the Servicer's records regarding any Receivable. (h) Upon request, the servicer shall furnish to the Owner Trustee or to the Indenture Trustee, within five Business days, a list of all receivables (by contract number and name of Obligor) then held as part of the issuer, together with a reconciliation of such list to the Schedule of Receivables and to each of the Servicer's Certificates furnished before such request indicating removal of Receivables from the Issuer. (i) The Servicer shall deliver to the Trustees: (1) promptly after the execution and delivery of each amendment hereto, an Opinion of Counsel stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have become been executed and filed that are necessary to fully preserve and protect the interest of the Trustees in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) no such action shall be necessary to preserve and protect such interest; and (2) within 90 days after the beginning of each fiscal year of the Issuer beginning with the first fiscal year beginning more than three months after the Cutoff Date, an Opinion of Counsel, dated as of a Liquidated Contractdate during such 90-day period, stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trustees in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) no such action shall be necessary to preserve and protect such interest. Each Opinion of Counsel referred to in clause (1) or (2) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest. (j) The Seller shall, to the extent required by applicable law, cause the Notes to be Registered with the Commission Pursuant to Section 12(b) or Section 12(g) of the Exchange Act within the time periods specified in such sections.

Protection of Title to Trust. (a) The Master Servicer shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the perfection and priority of the interest of the Issuer, the Securityholders, the Indenture Trustee and the Owner Trustee in the Contracts and in the proceeds thereof. The Master Servicer shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Neither WFSthe Seller, the Seller Trust Depositor nor the Master Servicer shall change its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with Section 10.02(a4.02(a) seriously misleading within the meaning of Section 9-507 402(7) of the UCC, unless it shall have given the Issuer, the Owner Trustee and the Indenture Trustee at least 60 days' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) WFSThe Seller, the Seller Trust Depositor and the Master Servicer shall give the Issuer, the Owner Trustee and the Indenture Trustee at least 60 days' prior written notice of any relocation of the principal executive office of WFS the Seller, or the Seller and the Master Servicer Trust Depositor or the Subservicers (in the case of notice provided by the Master Servicer) Servicer if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement statement, and the Servicer shall promptly file or cause to be filed any such amendment or new financing statement. The Master Servicer shall at all times maintain each office from which it shall service Contracts, and its principal executive office, within the United States. (d) The Master Servicer shall maintain or cause to be maintained accounts and records as to each Contract accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Contract, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Contract and the amounts from time to time deposited in or credited to the Collection Account in respect of such each Contract. (e) The Master Servicer shall maintain or cause to be maintained its computer systems and those of Subservicers so that, from and after the time of sale under this Agreement of the Contracts, the Master Servicer's and Subservicer's master computer records (including any backup archives) that shall refer to a Contract indicate clearly the interest of the Issuer and the Indenture Trustee in such Contract and that such Contract is owned by the Issuer and has been pledged to the Indenture Trustee. Indication of the Issuer's ownership of and the Indenture Trustee's interest in a Contract shall be deleted from or modified on the Master Servicer's computer systems when, and only when, the related Contract shall have been paid in full or repurchased or substituted for. (f) The Servicer shall deliver to the Owner Trustee, the Indenture Trustee and each Rating Agency promptly after the execution and delivery of this Agreement and of each amendment hereto, an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements have become a Liquidated Contractbeen executed and filed that are necessary fully to preserve and protect the interest of the Owner Trustee and the Indenture Trustee and reciting the details of each filings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest.

Protection of Title to Trust. (a) The Master Servicer shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the perfection and priority of the interest of the Issuer, the Securityholders, the Indenture Trustee, the Owner Trustee and the Owner Trustee Insurer in the Contracts and in the proceeds thereof. The Master Servicer shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Neither WFS, the Seller nor the Master Servicer shall change its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with Section 10.02(a) seriously misleading within the meaning of Section 9-507 of the UCC, unless it shall have given the Insurer, the Owner Trustee and the Indenture Trustee at least 60 days' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) WFS, the Seller and the Master Servicer shall give the Insurer, the Owner Trustee and the Indenture Trustee at least 60 days' prior written notice of any relocation of the principal executive office of WFS or the Seller and the Master Servicer or the Subservicers (in the case of notice provided by the Master Servicer) or the reincorporation of any of them in a different jurisdiction if, as a result of such relocationrelocation or reincorporation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement. The Master Servicer shall at all times maintain each office from which it shall service Contracts, and its principal executive office, within the United States. (d) The Master Servicer shall maintain or cause to be maintained accounts and records as to each Contract accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Contract, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Contract and the amounts from time to time deposited in or credited to the Collection Account in respect of such Contract. (e) The Master Servicer shall maintain or cause to be maintained its computer systems and those of Subservicers so that, from and after the time of sale under this Agreement of the Contracts, the Master Servicer's and Subservicer's master computer records (including any backup archives) that shall refer to a Contract indicate clearly the interest of the Issuer and the Indenture Trustee in such Contract and that such Contract is owned by the Issuer and has been pledged to the Indenture Trustee. Indication of the Issuer's ownership of and the Indenture Trustee's interest in a Contract shall be deleted from or modified on the Master Servicer's computer systems when, and only when, the related Contract shall have been paid in full or repurchased or shall have become a Liquidated Contract. (f) If at any time the Seller, the Master Servicer or a Subservicer shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive retail installment sales contracts to any prospective purchaser, lender or other transferee, the Master Servicer shall give or cause to be given to such prospective purchaser, lender or other transferee computer tapes, records or print-outs (including any restored from back-up archives) that, if they shall refer in any manner whatsoever to any Contract, shall indicate clearly that such Contract has been sold and is owned by the Issuer and has been pledged to the Indenture Trustee. (g) The Master Servicer shall permit the Owner Trustee, the Indenture Trustee and the Insurer and its agents, at any time during normal business hours, to inspect, audit and make copies of and abstracts from the Master Servicer's records regarding any Contract. (h) Upon request, the Master Servicer shall furnish to the Owner Trustee, the Indenture Trustee and the Insurer, within five Business Days, a list of all Contracts then held as part of the Trust Estate, together with a reconciliation of such list to the Schedule of Contracts and to each of the Distribution Date Statements furnished before such request indicating removal of Contracts from the Issuer. (i) The Master Servicer shall deliver to the Owner Trustee, the Indenture Trustee, each Rating Agency and the Insurer: (i) promptly after the execution and delivery of this Agreement and of each amendment hereto, an Opinion of Counsel stating that, in the opinion of such counsel, the Indenture Trustee holds a perfected security interest in the Contracts, that the Issuer holds title to the Contracts subject to the security interest of the Indenture Trustee and the lien of the Insurer pursuant to the Insurance Agreement, and that the Insurer holds a lien on the Contracts under the Insurance Agreement, subject to applicable subordination; and (ii) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cut-Off Date, an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Owner Trustee and the Indenture Trustee in the Contracts, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest.

Protection of Title to Trust. (a) The Master Servicer shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such a manner and in such places as may be required by law fully to preserve, maintain and protect the perfection and priority of the interest of the Issuer, the Securityholders, Issuer and the Indenture Trustee and the Owner Trustee in the Contracts Receivables and in the proceeds thereof. The Master Servicer shall deliver (or cause to be delivered) delivered to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, above as soon as available following such filing. (b) Neither WFS, the Seller Depositor nor the Master Servicer shall change its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with Section 10.02(aparagraph (a) seriously misleading above insufficient within the meaning of Section 9-507 503 of the UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least 60 five days' ’ prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) WFS, the Seller and the Master Servicer shall give the Owner Trustee and the Indenture Trustee at least 60 days' prior written notice of any relocation of the principal executive office of WFS or the Seller and the Master Servicer or the Subservicers (in the case of notice provided by the Master Servicer) if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement. The Master Servicer shall at all times maintain each office from which it shall service ContractsReceivables, and its principal executive office, within the United StatesStates of America. The Servicer shall maintain the location of all tangible chattel paper evidencing the Receivables in California unless the Servicer shall have delivered to the Indenture Trustee an Opinion of Counsel with respect to the jurisdiction in which such tangible chattel paper is located confirming that (i) the security interest of the Depositor in the Receivables is prior to any other security interest granted by HMFC in the Receivables to the extent perfected solely by the filing of financing statements in the jurisdiction in which HMFC is located, (ii) the security interest of the Issuer in the Receivables is prior to any other security interest granted by the Depositor in the Receivables to the extent perfected solely by the filing of financing statements in the jurisdiction in which the Depositor is located, and (iii) the security interest of the Indenture Trustee in the Receivables is prior to any other security interest granted by the Issuer in the Receivables to the extent perfected solely by the filing of financing statements in the jurisdiction in which the Issuer is located. (d) The Master Servicer shall maintain or cause to be maintained accounts and records as to each Contract Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of each such ContractReceivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) to each Contract such Receivable and the amounts from time to time deposited in or credited to the Collection Account in respect of each such ContractReceivable. (e) The Master Servicer shall maintain or cause to be maintained its computer systems and those of Subservicers so that, from and after the time of sale under this Agreement of the ContractsReceivables, the Master Servicer's and Subservicer's ’s master computer records (including any backup archives) that shall refer to a Contract Receivable shall indicate clearly the interest of the Issuer and the Indenture Trustee in such Contract Receivable and that such Contract Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. Indication of the Issuer's ownership of and the Indenture Trustee's ’s interest in a Contract Receivable shall be deleted from or modified on the Master Servicer's ’s computer systems when, and only when, the related Contract Receivable shall have been paid in full or repurchased repurchased. (f) If at any time the Depositor or the Servicer shall propose to sell, grant a security interest in or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or printouts (including any restored from backup archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the Issuer and has been pledged to the Indenture Trustee. (g) The Servicer shall permit the Indenture Trustee and its agents upon reasonable notice and at any time during normal business hours to inspect, audit and make copies of and abstracts from the Servicer’s records regarding any Receivable. (h) Upon request, the Servicer shall furnish to the Owner Trustee or the Indenture Trustee, within fifteen Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust, together with a reconciliation of such list to the Schedule of Receivables and to each of the Servicer’s Certificates furnished prior to such request indicating removal of Receivables from the Trust. (i) Upon request, the Servicer shall deliver to the Owner Trustee and the Indenture Trustee: 44 (2006-A Sale and Servicing Agreement) (i) promptly after the execution and delivery of this Agreement and each amendment hereto, an Opinion of Counsel stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have become been filed that are necessary to fully preserve and protect the interest of the Trust and the Indenture Trustee in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) no such action shall be necessary to preserve and protect such interest; and (ii) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cutoff Date, an Opinion of Counsel, dated as of a Liquidated Contractdate during such 90-day period, stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been filed that are necessary to fully preserve and protect the interest of the Trust and the Indenture Trustee in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) no such action shall be necessary to preserve and protect such interest.

Protection of Title to Trust. (a) The Master Servicer Seller shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the perfection and priority of the interest of the Issuer, Issuer and the Securityholders, interests of the Indenture Trustee and on behalf of the Owner Trustee related Series Securityholders in the Contracts related Series Trust Estate and in the proceeds thereof. The Master Servicer shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Neither WFS, the Seller nor the Master Servicer shall change its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with Section 10.02(aparagraph (a) above seriously misleading within the meaning of Section 9-507 402(7) of the UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least 60 days' thirty days prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) WFS, . Each of the Seller and the Master Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee at least 60 days' prior written prompt notice of any relocation of the its principal executive office of WFS or the Seller and the Master Servicer or the Subservicers (in the case of notice provided by the Master Servicer) if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statementamendment. The Master Servicer shall at all times maintain each office from which it shall service ContractsReceivables, and its principal executive office, within the United States. (d) States of America. The Master Servicer shall maintain or cause to be maintained accounts and records as to each Contract Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such ContractReceivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Contract Receivable and the amounts from time to time deposited in or credited to the Master Collection Account in respect of such Contract. (e) Receivable. The Master Servicer shall maintain or cause to be maintained its maintained, a computer systems and those of Subservicers system so that, from and after the time of sale under this Agreement and each Transfer Agreement of the ContractsReceivables to the Issuer, the Master Servicer's and Subservicer's such master computer records (including any backup archives) that shall refer to a Contract Receivable shall indicate clearly the interest of the Issuer and the Indenture Trustee Trust in such Contract Receivable and that such Contract Receivable is owned by the Issuer Trust and to which Series Trust Estate such Receivable has been pledged pursuant to the Indenture TrusteeIndenture. Indication of the Issuer's ownership of and the Indenture Trustee's Trusts interest in a Contract Receivable shall be deleted from or modified on the Master Servicer's such computer systems when, and only when, the related Contract Receivable shall have been paid in full or repurchased by HAFC or the Seller. If at any time the Seller or HAFC shall propose to sell, grant a security interest in or otherwise transfer any interest in automotive receivables to any prospective purchaser, lender or other transferee, the Master Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or printouts (including any restored from backup archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the Trust unless such Receivable has been paid in full or repurchased by HAFC or the Seller. With respect to any Series Trust Estate, upon request, the Master Servicer shall furnish or cause to be furnished to the related Series Support Provider (only in the event that there is a Series Support Provider with respect to such Series), the Owner Trustee or to the Indenture Trustee, within five Business Days, a list of all Receivables (by contract number) then held as part of the related Series Trust Estate, together with a reconciliation of such list to the related Schedule of Receivables and to each of the Master Servicers Certificates furnished before such request indicating removal of Receivables from the related Series Trust Estate. The Indenture Trustee shall hold any such list and Schedule of Receivables for examination by interested parties during normal business hours at the Corporate Trust Office upon reasonable notice by such Persons of their desire to conduct an examination. The Master Servicer shall deliver to the Owner Trustee and the Indenture Trustee: simultaneously with the execution and delivery of the Agreement and, if required pursuant to Section 13.1, of each amendment, an Opinion of Counsel stating that, in the opinion of such Counsel, in form and substance reasonably satisfactory to the addressees of such Opinion, either (A) all financing statements and continuation statements have become been executed and filed that are necessary fully to preserve and protect the interest of the Trust and the Indenture Trustee in the Receivables then held as part of the related Series Trust Estate, or (B) no such action shall be necessary to preserve and protect such interest or (C) any action which is necessary to preserve and protect such interest during the following 12-month period; and within 90 days after the beginning of each calendar year beginning in 2001, dated as of a Liquidated Contractdate during such 90-day period, stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust and the Indenture Trustee in the Series Trust Estate or (B) no such action shall be necessary to preserve and protect such interest. Each Opinion of Counsel referred to in clause (1) or (2) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest.

Protection of Title to Trust. (a) The Master Servicer shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the perfection and priority of the interest of the IssuerTrust, the Securityholders, the Indenture Trustee and the Owner Trustee in the Contracts and in the proceeds thereof. The Master Servicer shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Neither WFSthe Originator, the Seller Trust Depositor nor the Master Servicer shall change its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with Section 10.02(a4.02(a) seriously misleading within the meaning of Section ss. 9-507 402(7) of the thE UCC, unless it shall have given the Trust, the Owner Trustee and the Indenture Trustee at least 60 days' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) WFSThe Originators, the Seller Trust Depositor and the Master Servicer shall give the Trust, the Owner Trustee and the Indenture Trustee at least 60 days' prior written notice of any relocation of the principal executive office of WFS any Originator, or the Seller and the Master Servicer Trust Depositor or the Subservicers (in the case of notice provided by the Master Servicer) Servicer if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement statement, and the Servicer shall promptly file or cause to be filed any such amendment or new financing statement. The Master Servicer shall at all times maintain each office from which it shall service Contracts, and its principal executive office, within the United States. (d) The Master Servicer shall maintain or cause to be maintained accounts and records as to each Contract accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Contract, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Contract and the amounts from time to time deposited in or credited to the Collection Account in respect of such each Contract. (e) The Master Servicer shall maintain or cause to be maintained its computer systems and those of Subservicers so that, from and after the time of sale under this Agreement of the Contracts, the Master Servicer's and Subservicer's master computer records (including any backup archives) that shall refer to a Contract indicate clearly the interest of the Issuer Trust and the Indenture Trustee in such Contract and that such Contract is owned by the Issuer Trust and has been pledged to the Indenture Trustee. Indication of the IssuerTrust's ownership of and the Indenture Trustee's interest in a Contract shall be deleted from or modified on the Master Servicer's computer systems when, and only when, the related Contract shall have been paid in full or repurchased or substituted for. (f) The Servicer shall deliver to the Owner Trustee, the Indenture Trustee and each Rating Agency promptly after the execution and delivery of this Agreement and of each amendment hereto, an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements have become a Liquidated Contractbeen executed and filed that are necessary fully to preserve and protect the interest of the Owner Trustee and the Indenture Trustee and reciting the details of each filings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest.

Protection of Title to Trust. (a) The Master Servicer Seller shall execute and file such financing statements statements, and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by applicable law fully to preserve, maintain and protect the perfection right, title and priority of the interest of the Issuer, Issuer and the Securityholders, interests of the Indenture Trustee and the Owner Trustee in the Contracts Receivables, the other property sold hereunder and in the proceeds thereof. The Master Servicer Seller shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file-file- stamped copies of, or filing receipts for, any document filed as provided above, above as soon as available following such filing. The Issuer and the Indenture Trustee shall cooperate fully with the Seller in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this paragraph. (b) Neither WFS, the Seller nor the Master Servicer shall change its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with Section 10.02(aparagraph (a) seriously misleading within the meaning of Section 9-507 applicable provisions of the UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least 60 five days' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) WFS, Each of the Seller and the Master Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee at least 60 days' prior written notice of any relocation of the its principal executive office of WFS or the Seller and the Master Servicer or the Subservicers (in the case of notice provided by the Master Servicer) if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statementamendment. The Master Servicer shall at all times maintain each office from which it shall service ContractsReceivables, and its principal executive office, within the United StatesStates of America. (d) The Master Servicer shall maintain or cause to be maintained accounts and records as to each Contract Receivable accurately and in sufficient detail to permit permit: (i) the reader thereof to know at any time the status of such ContractReceivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Contract Receivable and the amounts from time to time deposited in or credited to the Collection Account in respect of such ContractReceivable. (e) The Master Servicer shall maintain or cause to be maintained its computer systems and those of Subservicers so that, from and after the time of sale under this Agreement of the ContractsReceivables, the Master Servicer's and Subservicer's master computer records (including any backup archives) that shall refer to a Contract Receivable shall indicate clearly the interest of the Issuer and the Indenture Trustee in such Contract Receivable and that such Contract Receivable is owned by the Issuer and has been pledged to the Hxxxxx, as Indenture Trustee. Indication of the Issuer's ownership of and the Indenture Trustee's interest in a Contract shall be deleted from or modified on the Master Servicer's computer systems when, and only when, the related Contract shall have been paid in full or repurchased or shall have become a Liquidated Contract.and