Common use of Representations and Warranties of WFSRC and WFS Clause in Contracts

Representations and Warranties of WFSRC and WFS. (a) WFSRC represents and warrants to, and agrees with, each of the Underwriters that: (i) The conditions to the use of a registration statement on Form S-3 under the Act, as set forth in the General Instructions to Form S-3, have been satisfied with respect to WFSRC and the Registration Statement and the Prospectus fully comply, and any supplements or amendments thereto will fully comply, in all material respects with the provisions of the Act. (ii) No stop order suspending the effectiveness of the Registration Statement has been issued and no proceeding for that purpose has been instituted or, to the knowledge of WFSRC, threatened by the Commission. At the effective date of the Registration Statement and any post-effective amendments thereto, at the date of this Agreement and the Closing Date, the Registration Statement and any post-effective amendments or supplements thereto, each Preliminary Prospectus, the Prospectus and any amendment or supplement thereto, complied or will comply in all respects with the requirements of the Act and the Rules and Regulations, and did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and on the date of filing the Prospectus pursuant to Rule 424(b), the date of this Agreement and the Closing Date, neither the Prospectus nor any amendments or supplements thereto contained or will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, except that the representations and warranties in this subparagraph shall not apply to statements or omissions in the Registration Statement or the Prospectus or any Preliminary Prospectus made in reliance upon information furnished to WFSRC in writing by the Underwriters through the Representative expressly for use therein or to that part of the Registration Statement which shall constitute the Statement of Eligibility and Qualification of the Indenture Trustee on Form T-1 (the "Form T-1") under the Trust Indenture Act of 1939, as amended (the "1939 Act"). (iii) Each Preliminary Prospectus, the Prospectus and any amendment or supplement thereto, complied or will comply when so filed with the requirements of the Act and the Rules and Regulations, and the Prospectus delivered to the Underwriters for use in connection with the offering of the Notes was identical to the electronically transmitted copies thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system, except to the extent permitted by Regulation S-T. (iv) The documents incorporated or deemed to be incorporated by reference in the Registration Statement and the Prospectus, at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the Exchange Act and the Exchange Act Regulations, and, when read together with the other information in the Prospectus, at the date of this Agreement and at the Closing Date, did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (v) The Securities conform to the description thereof contained in the Prospectus and have been duly and validly authorized and (i) when the Certificates have been executed, authenticated and delivered in accordance with the Trust Agreement, they will be entitled to the benefits and security afforded by the Trust Agreement and will constitute legal, valid and binding obligations of the Trust enforceable in accordance with their terms and the terms of the Trust Agreement and (ii) when the Notes have been executed, authenticated and delivered in accordance with the Indenture and delivered to and paid for by the Underwriters as provided herein, they will be entitled to the benefits and security afforded by the Indenture and will constitute legal, valid and binding obligations of the Trust enforceable in accordance with their terms and the terms of the Indenture, subject to applicable bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting creditors' rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). (vi) The execution and delivery by WFSRC of this Agreement and the Basic Documents to which it is a party are within the corporate power of WFSRC and have been duly authorized by all necessary corporate action on the part of WFSRC and neither the issuance and sale of the Notes to the Underwriters, nor the execution and delivery by WFSRC of this Agreement and the Basic Documents to which it is a party, nor the consummation by WFSRC of the transactions herein and therein contemplated, nor compliance by WFSRC with the provisions hereof or thereof, will conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, the articles of incorporation or bylaws of WFSRC or any indenture, mortgage, deed of trust or other agreement or instrument to which WFSRC is now a party or by which it is bound, or any order of any court or government agency or authority entered in any proceeding to which WFSRC was or is now a party or by which it is bound. (vii) WFSRC has been duly incorporated and is validly existing in good standing under the laws of the State of California and is duly qualified to do business as a foreign corporation and is in good standing under the laws of each jurisdiction where the character of its properties or the nature of its activities makes such qualification necessary, except such jurisdictions, if any, in which the failure to be so qualified will not have a material adverse effect on its business or properties; WFSRC holds all material licenses, certificates and permits from all governmental authorities necessary for the conduct of its business as described in the Prospectus; and WFSRC has the corporate power and authority to own its properties and conduct its business as described in the Prospectus. (viii) Each of this Agreement and the Basic Documents to which WFSRC is a party, when executed and delivered as contemplated thereby, will have been duly authorized, executed and delivered by such entity and will constitute, when so executed and delivered, a legal, valid and binding instrument enforceable against such entity in accordance with its terms, subject to applicable bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting creditors' rights generally, subject to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and, in the case of this Agreement and the Indemnification Agreement, except as rights to indemnity and contribution hereunder and thereunder may be limited by applicable law; each of this Agreement and each Basic Document conforms to the description thereof contained in the Prospectus; and the Indenture has been duly qualified under the 1939 Act. (ix) Neither the Trust nor WFSRC is now or, as a result of the transactions contemplated by this Agreement, will be, an "investment company" and neither is "controlled" by an "investment company", as such terms are defined in the Investment Company Act of 1940, as amended (the "1940 Act"). (x) At the Closing Date, WFSRC will have good and marketable title to the Contracts listed in Schedule A to the Sale and Servicing Agreement, free and clear of any lien, mortgage, pledge, charge, security interest or other encumbrance (subject to the security interest afforded to Financial Security under the Insurance Agreement); and WFSRC's assignment and delivery of the Contract Documents to the Trust will vest in the Trust the good and marketable title purported to be conveyed thereby (subject to the security interest afforded to Financial Security under the Insurance Agreement). (xi) The Trust's assignment of the Trust Estate to the Indenture Trustee pursuant to the Indenture will vest in the Indenture Trustee, for the benefit of the Noteholders, a first priority perfected security interest therein, subject to no prior lien, mortgage, pledge, charge, security interest or other encumbrance, except that such security interest will be subject to the security interest afforded to Financial Security under the Insurance Agreement. (xii) The representations and warranties made by WFSRC in the Sale and Servicing Agreement and in the Officers' Certificates of WFSRC delivered pursuant to the Basic Documents will be true and correct at the Closing Date. (xiii) Since September 30, 2002, there has been no material adverse change or development involving a prospective material adverse change in or affecting particularly the condition, financial or otherwise, of WFSRC, or the earnings, affairs or business prospects of WFSRC, whether or not arising in the ordinary course of business, except as set forth in or contemplated in the Prospectus. (b) WFS represents and warrants to, and agrees with, each of the Underwriters that the representations and warranties of WFSRC set forth in paragraph (a) above are true and correct, and further represents and warrants to, and agrees with, each of the Underwriters that: (i) WFS has been duly incorporated and is validly existing in good standing under the laws of the State of California and is duly qualified to do business as a foreign corporation and is in good standing under the laws of each jurisdiction where the character of its properties or the nature of its activities makes such qualification necessary, except such jurisdictions, if any, in which the failure to be so qualified will not have a material adverse effect on either the business or properties of WFS; WFS holds all material licenses, certificates and permits from all governmental authorities necessary for the conduct of its business as described in the Prospectus; and WFS has the corporate power and authority to own its properties and conduct its business as described in the Prospectus. (ii) The execution and delivery by WFS of this Agreement and the Basic Documents to which it is a party are within the corporate power of WFS and have been duly authorized by all necessary action on the part of WFS; and neither the execution and delivery by WFS of this Agreement and the Basic Documents to which it is a party, nor the consummation by WFS of the transactions herein and therein contemplated, nor compliance by WFS with the provisions hereof and thereof, will conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, the articles of incorporation or bylaws of WFS or any indenture, mortgage, deed of trust or other agreement or instrument to which WFS is now a party or by which it is bound, or any order of any court or government agency or authority entered in any proceeding to which WFS was or is now a party or by which it is bound. (iii) Each of this Agreement and each Basic Document to which WFS is a party has been duly authorized, executed and delivered by WFS and constitutes a valid and binding agreement of WFS, enforceable against WFS in accordance with its terms, subject to applicable bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting creditors' rights generally, subject to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and, in the case of this Agreement and the Indemnification Agreement, except as rights to indemnity and contribution hereunder and thereunder may be limited by applicable law. (iv) The Contracts transferred to WFSRC from WFS on the Closing Date will be free and clear of all liens (including tax liens), mortgages, pledges, charges, security interests and other encumbrances at the time of such transfer (subject to the security interest afforded to Financial Security under the Insurance Agreement). (v) WFS has the power and authority to own its properties, to conduct its business as described in the Prospectus and to enter into and perform its obligations under each of the Basic Documents to which it is a party. (vi) The representations and warranties made by WFS in the Sale and Servicing Agreement and in the Officers' Certificates of WFS delivered pursuant to the Basic Documents will be true and correct at the Closing Date. (vii) Since September 30, 2002, there has been no material adverse change or development involving a prospective material adverse change in or affecting particularly the condition, financial or otherwise, of WFS, or the earnings, affairs or business prospects of WFS, whether or not arising in the ordinary course of business, except as set forth in or contemplated in the Prospectus.

Representations and Warranties of WFSRC and WFS. (a) WFSRC represents and warrants to, and agrees with, each of the Underwriters that: (i) The conditions to the use of a registration statement on Form S-3 under the Act, as set forth in the General Instructions to Form S-3, have been satisfied with respect to WFSRC and the Registration Statement and the Prospectus fully comply, and any supplements or amendments thereto will fully comply, in all material respects with the provisions of the Act. (ii) No stop order suspending the effectiveness of the Registration Statement has been issued and no proceeding for that purpose has been instituted or, to the knowledge of WFSRC, threatened by the Commission. At the effective date dates of the Registration Statement and any post-effective amendments thereto, at the date of this Agreement and the Closing Date, the Registration Statement and any post-effective amendments or supplements thereto, each Preliminary Prospectus, the Prospectus and any amendment or supplement thereto, complied or will comply in all respects with the requirements of the Act and the Rules and Regulations, and did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and on the date of filing the Prospectus pursuant to Rule 424(b), the date of this Agreement and the Closing Date, neither the Prospectus nor any amendments or supplements thereto contained or will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, except that the representations and warranties in this subparagraph shall not apply to statements or omissions in the Registration Statement or the Prospectus or any Preliminary Prospectus made in reliance upon information furnished to WFSRC in writing by the Underwriters through the Representative expressly for use therein or to that part of the Registration Statement which shall constitute the Statement of Eligibility and Qualification of the Indenture Trustee on Form T-1 (the "Form T-1") under the Trust Indenture Act of 1939, as amended (the "1939 Act"). (iii) Each Preliminary Prospectus, the Prospectus and any amendment or supplement thereto, complied or will comply when so filed with the requirements of the Act and the Rules and Regulations, and the Prospectus delivered to the Underwriters for use in connection with the offering of the Notes was identical to the electronically transmitted copies thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system, except to the extent permitted by Regulation S-T. (iv) The documents incorporated or deemed to be incorporated by reference in the Registration Statement and the Prospectus, at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the Exchange Act and the Exchange Act Regulations, and, when read together with the other information in the Prospectus, at the date of this Agreement and at the Closing Date, did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (v) The Securities conform to the description thereof contained in the Prospectus and have been duly and validly authorized and (i) when the Certificates have been executed, authenticated and delivered in accordance with the Trust Agreement, they will be entitled to the benefits and security afforded by the Trust Agreement and will constitute legal, valid and binding obligations of the Trust enforceable in accordance with their terms and the terms of the Trust Agreement and (ii) when the Notes have been executed, authenticated and delivered in accordance with the Indenture and delivered to and paid for by the Underwriters as provided herein, they will be entitled to the benefits and security afforded by the Indenture and will constitute legal, valid and binding obligations of the Trust enforceable in accordance with their terms and the terms of the Indenture, subject to applicable bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting creditors' rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). (vi) The execution and delivery by WFSRC of this Agreement and the Basic Documents to which it is a party are within the corporate power of WFSRC and have been duly authorized by all necessary corporate action on the part of WFSRC and neither the issuance and sale of the Notes to the Underwriters, nor the execution and delivery by WFSRC of this Agreement and the Basic Documents to which it is a party, nor the consummation by WFSRC of the transactions herein and therein contemplated, nor compliance by WFSRC with the provisions hereof or thereof, will conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, the articles of incorporation or bylaws of WFSRC or any indenture, mortgage, deed of trust or other agreement or instrument to which WFSRC is now a party or by which it is bound, or any order of any court or government agency or authority entered in any proceeding to which WFSRC was or is now a party or by which it is bound. (vii) WFSRC has been duly incorporated and is validly existing in good standing under the laws of the State of California and is duly qualified to do business as a foreign corporation and is in good standing under the laws of each jurisdiction where the character of its properties or the nature of its activities makes such qualification necessary, except such jurisdictions, if any, in which the failure to be so qualified will not have a material adverse effect on its business or properties; WFSRC holds all material licenses, certificates and permits from all governmental authorities necessary for the conduct of its business as described in the Prospectus; and WFSRC has the corporate power and authority to own its properties and conduct its business as described in the Prospectus. (viii) Each of this Agreement and the Basic Documents to which WFSRC is a party, when executed and delivered as contemplated thereby, will have been duly authorized, executed and delivered by such entity and will constitute, when so executed and delivered, a legal, valid and binding instrument enforceable against such entity in accordance with its terms, subject to applicable bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting creditors' rights generally, subject to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and, in the case of this Agreement and the Indemnification Agreement, except as rights to indemnity and contribution hereunder and thereunder may be limited by applicable law; each of this Agreement and each the Basic Document Documents conforms to the description thereof contained in the Prospectus; and the Indenture has been duly qualified under the 1939 Act. (ix) Neither the Trust nor WFSRC is now or, as a result of the transactions contemplated by this Agreement, will be, an "investment company" and neither is "controlled" by an "investment company", as such terms are defined in the Investment Company Act of 1940, as amended (the "1940 Act"). (x) At the Closing Date, WFSRC will have good and marketable title to the Contracts listed in Schedule A to the Sale and Servicing Agreement, free and clear of any lien, mortgage, pledge, charge, security interest or other encumbrance (subject to the security interest afforded to Financial Security under the Insurance Agreement); and WFSRC's assignment and delivery of the Contract Documents to the Trust will vest in the Trust the good and marketable title purported to be conveyed thereby (subject to the security interest afforded to Financial Security under the Insurance Agreement). (xi) The Trust's assignment of the Trust Estate to the Indenture Trustee pursuant to the Indenture will vest in the Indenture Trustee, for the benefit of the Noteholders, a first priority perfected security interest therein, subject to no prior lien, mortgage, pledge, charge, security interest or other encumbrance, except that such security interest will be subject to the security interest afforded to Financial Security under the Insurance Agreement. (xii) The representations and warranties made by WFSRC in the Sale and Servicing Agreement and in the Officers' Certificates of WFSRC delivered pursuant to the Basic Documents to which WFSRC is a party will be true and correct at the Closing Date. (xiii) Since September 30March 31, 2002, there has been no material adverse change or development involving a prospective material adverse change in or affecting particularly the condition, financial or otherwise, of WFSRC, or the earnings, affairs or business prospects of WFSRC, whether or not arising in the ordinary course of business, except as set forth in or contemplated in the Prospectus. (b) WFS represents and warrants to, and agrees with, each of to the Underwriters that the representations and warranties of WFSRC set forth in paragraph (a) above are true and correct, and to the further represents and warrants to, and agrees with, each of the Underwriters effect that: (i) WFS has been duly incorporated and is validly existing in good standing under the laws of the State of California and is duly qualified to do business as a foreign corporation and is in good standing under the laws of each jurisdiction where the character of its properties or the nature of its activities makes such qualification necessary, except such jurisdictions, if any, in which the failure to be so qualified will not have a material adverse effect on either the business or properties of WFS; WFS holds all material licenses, certificates and permits from all governmental authorities necessary for the conduct of its business as described in the Prospectus; and WFS has the corporate power and authority to own its properties and conduct its business as described in the Prospectus. (ii) The execution and delivery by WFS of this Agreement and the Basic Documents to which it is a party are within the corporate power of WFS and have been duly authorized by all necessary action on the part of WFS; and neither the execution and delivery by WFS of this Agreement and the Basic Documents to which it is a party, nor the consummation by WFS of the transactions herein and therein contemplated, nor compliance by WFS with the provisions hereof and thereof, will conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, the articles of incorporation or bylaws of WFS or any indenture, mortgage, deed of trust or other agreement or instrument to which WFS is now a party or by which it is bound, or any order of any court or government agency or authority entered in any proceeding to which WFS was or is now a party or by which it is bound. (iii) Each of this Agreement and each Basic Document to which WFS is a party has been duly authorized, executed and delivered by WFS and constitutes a valid and binding agreement of WFS, enforceable against WFS in accordance with its terms, subject to applicable bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting creditors' rights generally, subject to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and, in the case of this Agreement and the Indemnification Agreement, except as rights to indemnity and contribution hereunder and thereunder may be limited by applicable law. (iv) The Contracts transferred to WFSRC from WFS on the Closing Date will be free and clear of all liens (including tax liens), mortgages, pledges, charges, security interests and other encumbrances at the time of such transfer (subject to the security interest afforded to Financial Security under the Insurance Agreement). (v) WFS has the power and authority to own its properties, to conduct its business as described in the Prospectus and to enter into and perform its obligations under each of the Basic Documents to which it is a party. (vi) The representations and warranties made by WFS in the Sale and Servicing Agreement and in the Officers' Certificates of WFS delivered pursuant to the Basic Documents to which WFS is a party will be true and correct at the Closing Date. (vii) Since September 30March 31, 2002, there has been no material adverse change or development involving a prospective material adverse change in or affecting particularly the condition, financial or otherwise, of WFS, or the earnings, affairs or business prospects of WFS, whether or not arising in the ordinary course of business, except as set forth in or contemplated in the Prospectus.

Representations and Warranties of WFSRC and WFS. (a) WFSRC represents and warrants to, and agrees with, each of the Underwriters that: (i) The conditions to the use of a registration statement on Form S-3 under the Act, as set forth in the General Instructions to Form S-3, have been satisfied with respect to WFSRC and the Registration Statement and the Prospectus fully comply, and any supplements or amendments thereto will fully comply, in all material respects with the provisions of the Act. (ii) No stop order suspending the effectiveness of the Registration Statement has been issued and no proceeding for that purpose has been instituted or, to the knowledge of WFSRC, threatened by the Commission. At the effective date date, respectively, of the Registration Statement and any post-effective amendments thereto, at the date of this Agreement and the Closing Date, the Registration Statement and any post-effective amendments or supplements thereto, each Preliminary Prospectus, the Prospectus and any amendment or supplement thereto, complied or will comply in all respects with the requirements of the Act and the Rules and Regulations, and did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and on the date of filing the Prospectus pursuant to Rule 424(b), the date of this Agreement and the Closing Date, neither the Prospectus nor any amendments or supplements thereto contained or will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, except that the representations and warranties in this subparagraph shall not apply to statements or omissions in the Registration Statement or the Prospectus or any Preliminary Prospectus made in reliance upon information furnished to WFSRC in writing by the Underwriters through the Representative expressly for use therein or to that part of the Registration Statement which shall constitute the Statement of Eligibility and Qualification of the Indenture Trustee on Form T-1 (the "Form T-1") under the Trust Indenture Act of 1939, as amended (the "1939 Act"). (iii) Each Preliminary Prospectus, the Prospectus and any amendment or supplement thereto, complied or will comply when so filed with the requirements of the Act and the Rules and Regulations, and the Prospectus delivered to the Underwriters for use in connection with the offering of the Notes was identical to the electronically transmitted copies thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system, except to the extent permitted by Regulation S-T. (iv) The documents incorporated or deemed to be incorporated by reference in the Registration Statement and the Prospectus, at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the Exchange Act and the Exchange Act Regulations, and, when read together with the other information in the Prospectus, at the date of this Agreement and at the Closing Date, did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (v) The Securities conform to the description thereof contained in the Prospectus and are have been duly and validly authorized and (i) when the Certificates have been executed, authenticated and delivered in accordance with the Trust Agreement, they will be entitled to the benefits and security afforded by the Trust Agreement and will constitute legal, valid and binding obligations of the Trust enforceable in accordance with their terms and the terms of the Trust Agreement and (ii) when the Notes have been executed, authenticated and delivered in accordance with the Indenture and delivered to and paid for by the Underwriters as provided herein, they will be entitled to the benefits and security afforded by the Indenture and will constitute legal, valid and binding obligations of the Trust enforceable in accordance with their terms and the terms of the Indenture, subject to applicable bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting creditors' rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). (vi) The execution and delivery by WFSRC of this Agreement and the Basic Documents to which it is a party are within the corporate power of WFSRC and have been duly authorized by all necessary corporate action on the part of WFSRC and neither the issuance and sale of the Notes to the Underwriters, nor the execution and delivery by WFSRC of this Agreement and the Basic Documents to which it is a party, nor the consummation by WFSRC of the transactions herein and therein contemplated, nor compliance by WFSRC with the provisions hereof or thereof, will conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, the articles of incorporation or bylaws of WFSRC or any indenture, mortgage, deed of trust or other agreement or instrument to which WFSRC is now a party or by which it is bound, or any order of any court or government agency or authority entered in any proceeding to which WFSRC was or is now a party or by which it is bound. (vii) WFSRC has been duly incorporated and is validly existing in good standing under the laws of the State of California and is duly qualified to do business as a foreign corporation and is in good standing under the laws of each jurisdiction where the character of its properties or the nature of its activities makes such qualification necessary, except such jurisdictions, if any, in which the failure to be so qualified will not have a material adverse effect on its business or properties; WFSRC holds all material licenses, certificates and permits from all governmental authorities necessary for the conduct of its business as described in the Prospectus; and WFSRC has the corporate power and authority to own its properties and conduct its business as described in the Prospectus. (viii) Each of this Agreement and the Basic Documents to which WFSRC is a party, when executed and delivered as contemplated thereby, will have been duly authorized, executed and delivered by such entity and will constitute, when so executed and delivered, a legal, valid and binding instrument enforceable against such entity in accordance with its terms, subject to applicable bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting creditors' rights generally, subject to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and, in the case of this Agreement and the Indemnification Agreement, except as rights to indemnity and contribution hereunder and thereunder may be limited by applicable law; each of this Agreement agreement and each the Basic Document Documents conforms to the description thereof contained in the Prospectus; and the Indenture has been duly qualified under the 1939 Act. (ix) Neither the Trust nor WFSRC is now or, as a result of the transactions contemplated by this Agreement, will be, an "investment company" and neither is "controlled" by an "investment company", as such terms are defined in the Investment Company Act of 1940, as amended (the "1940 Act"). (x) At the Closing Date, WFSRC will have good and marketable title to the Contracts listed in Schedule A to the Sale and Servicing Agreement, free and clear of any lien, mortgage, pledge, charge, security interest or other encumbrance (subject to the security interest afforded to Financial Security under the Insurance Agreement); and WFSRC's assignment and delivery of the Contract Documents to the Trust will vest in the Trust the good and marketable title purported to be conveyed thereby (subject to the security interest afforded to Financial Security under the Insurance Agreement). (xi) The Trust's assignment of the Trust Estate to the Indenture Trustee pursuant to the Indenture will vest in the Indenture Trustee, for the benefit of the Noteholders, a first priority perfected security interest therein, subject to no prior lien, mortgage, pledge, charge, security interest or other encumbrance, except that such security interest will be subject to the security interest afforded to Financial Security under the Insurance Agreement. (xii) The representations and warranties made by WFSRC in the Sale and Servicing Agreement and in the Officers' Certificates of WFSRC delivered pursuant to the Basic Documents to which WFSRC is a party will be true and correct at the Closing Date. (xiii) Since September 30March 31, 20022001, there has been no material adverse change or development involving a prospective material adverse change in or affecting particularly the condition, financial or otherwise, of WFSRC, or the earnings, affairs or business prospects of WFSRC, whether or not arising in the ordinary course of business, except as set forth in or contemplated in the Prospectus. (b) WFS represents and warrants to, and agrees with, each of to the Underwriters that the representations and warranties of WFSRC set forth in paragraph (a) above are true and correct, and to the further represents and warrants to, and agrees with, each of the Underwriters effect that: (i) WFS has been duly incorporated and is validly existing in good standing under the laws of the State of California and is duly qualified to do business as a foreign corporation and is in good standing under the laws of each jurisdiction where the character of its properties or the nature of its activities makes such qualification necessary, except such jurisdictions, if any, in which the failure to be so qualified will not have a material adverse effect on either the business or properties of WFS; WFS holds all material licenses, certificates and permits from all governmental authorities necessary for the conduct of its business as described in the Prospectus; and WFS has the corporate power and authority to own its properties and conduct its business as described in the Prospectus. (ii) The execution and delivery by WFS of this Agreement and the Basic Documents to which it is a party are within the corporate power of WFS and have been duly authorized by all necessary action on the part of WFS; and neither the execution and delivery by WFS of this Agreement and the Basic Documents to which it is a party, nor the consummation by WFS of the transactions herein and therein contemplated, nor compliance by WFS with the provisions hereof and thereof, will conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, the articles of incorporation or bylaws of WFS or any indenture, mortgage, deed of trust or other agreement or instrument to which WFS is now a party or by which it is bound, or any order of any court or government agency or authority entered in any proceeding to which WFS was or is now a party or by which it is bound. (iii) Each of this Agreement and each Basic Document to which WFS is a party has been duly authorized, executed and delivered by WFS and constitutes a valid and binding agreement of WFS, enforceable against WFS in accordance with its terms, subject to applicable bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting creditors' rights generally, subject to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and, in the case of this Agreement and the Indemnification Agreement, except as rights to indemnity and contribution hereunder and thereunder may be limited by applicable law. (iv) The Contracts transferred to WFSRC from WFS on the Closing Date will be were WILL BE free and clear of all liens (including tax liens), mortgages, pledges, charges, security interests and other encumbrances at the time of such transfer (subject to the security interest afforded to Financial Security under the Insurance Agreement). (v) WFS has the power and authority to own its properties, to conduct its business as described in the Prospectus and to enter into and perform its obligations under each of the Basic Documents to which it is a party. (vi) The representations and warranties made by WFS in the Sale and Servicing Agreement and in the Officers' Certificates of WFS delivered pursuant to the Basic Documents to which WFS is a party will be true and correct at the Closing Date. (vii) Since September 30March 31, 20022001, there has been no material adverse change or development involving a prospective material adverse change in or affecting particularly the condition, financial or otherwise, of WFS, or the earnings, affairs or business prospects of WFS, whether or not arising in the ordinary course of business, except as set forth in or contemplated in the Prospectus.

Representations and Warranties of WFSRC and WFS. (a) WFSRC represents and warrants to, and agrees with, each of the Underwriters that: (i) The conditions to the use of a registration statement on Form S-3 under the Act, as set forth in the General Instructions to Form S-3, have been satisfied with respect to WFSRC and the Registration Statement and the Prospectus fully comply, and any supplements or amendments thereto will fully comply, in all material respects with the provisions of the Act. (ii) No stop order suspending the effectiveness of the Registration Statement has been issued and no proceeding for that purpose has been instituted or, to the knowledge of WFSRC, threatened by the Commission. At the effective date date, respectively, of the Registration Statement and any post-effective amendments thereto, at the date of this Agreement and the Closing Date, the Registration Statement and any post-effective amendments or supplements thereto, each Preliminary Prospectus, the Prospectus and any amendment or supplement thereto, complied or will comply in all respects with the requirements of the Act and the Rules and Regulations, and did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and on the date of filing the Prospectus pursuant to Rule 424(b), the date of this Agreement and the Closing Date, neither the Prospectus nor any amendments or supplements thereto contained or will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, except that the representations and warranties in this subparagraph shall not apply to statements or omissions in the Registration Statement or the Prospectus or any Preliminary Prospectus made in reliance upon information furnished to WFSRC in writing by the Underwriters through the Representative expressly for use therein or to that part of the Registration Statement which shall constitute the Statement of Eligibility and Qualification of the Indenture Trustee on Form T-1 (the "Form T-1") under the Trust Indenture Act of 1939, as amended (the "1939 Act"). (iii) Each Preliminary Prospectus, the Prospectus and any amendment or supplement thereto, complied or will comply when so filed with the requirements of the Act and the Rules and Regulations, and the Prospectus delivered to the Underwriters for use in connection with the offering of the Notes was identical to the electronically transmitted copies thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system, except to the extent permitted by Regulation S-T. (iv) The documents incorporated or deemed to be incorporated by reference in the Registration Statement and the Prospectus, at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the Exchange Act and the Exchange Act Regulations, and, when read together with the other information in the Prospectus, at the date of this Agreement and at the Closing Date, did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (v) The Securities conform to the description thereof contained in the Prospectus and have been duly and validly authorized and (i) when the Certificates have been executed, authenticated and delivered in accordance with the Trust Agreement, they will be entitled to the benefits and security afforded by the Trust Agreement and will constitute legal, valid and binding obligations of the Trust enforceable in accordance with their terms and the terms of the Trust Agreement and (ii) when the Notes have been executed, authenticated and delivered in accordance with the Indenture and delivered to and paid for by the Underwriters as provided herein, they will be entitled to the benefits and security afforded by the Indenture and will constitute legal, valid and binding obligations of the Trust enforceable in accordance with their terms and the terms of the Indenture, subject to applicable bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting creditors' rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). (vi) The execution and delivery by WFSRC of this Agreement and the Basic Documents to which it is a party are within the corporate power of WFSRC and have been duly authorized by all necessary corporate action on the part of WFSRC and neither the issuance and sale of the Notes to the Underwriters, nor the execution and delivery by WFSRC of this Agreement and the Basic Documents to which it is a party, nor the consummation by WFSRC of the transactions herein and therein contemplated, nor compliance by WFSRC with the provisions hereof or thereof, will conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, the articles of incorporation or bylaws of WFSRC or any indenture, mortgage, deed of trust or other agreement or instrument to which WFSRC is now a party or by which it is bound, or any order of any court or government agency or authority entered in any proceeding to which WFSRC was or is now a party or by which it is bound. (vii) WFSRC has been duly incorporated and is validly existing in good standing under the laws of the State of California and is duly qualified to do business as a foreign corporation and is in good standing under the laws of each jurisdiction where the character of its properties or the nature of its activities makes such qualification necessary, except such jurisdictions, if any, in which the failure to be so qualified will not have a material adverse effect on its business or properties; WFSRC holds all material licenses, certificates and permits from all governmental authorities necessary for the conduct of its business as described in the Prospectus; and WFSRC has the corporate power and authority to own its properties and conduct its business as described in the Prospectus. (viii) Each of this Agreement and the Basic Documents to which WFSRC is a party, when executed and delivered as contemplated thereby, will have been duly authorized, executed and delivered by such entity and will constitute, when so executed and delivered, a legal, valid and binding instrument enforceable against such entity in accordance with its terms, subject to applicable bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting creditors' rights generally, subject to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and, in the case of this Agreement and the Indemnification Agreement, except as rights to indemnity and contribution hereunder and thereunder may be limited by applicable law; each of this Agreement and each Basic Document conforms to the description thereof contained in the Prospectus; and the Indenture has been duly qualified under the 1939 Act. (ix) Neither the Trust nor WFSRC is now or, as a result of the transactions contemplated by this Agreement, will be, an "investment company" and neither is "controlled" by an "investment company", as such terms are defined in the Investment Company Act of 1940, as amended (the "1940 Act"). (x) At the Closing Date, WFSRC will have good and marketable title to the Contracts listed in Schedule A to the Sale and Servicing Agreement, free and clear of any lien, mortgage, pledge, charge, security interest or other encumbrance (subject to the security interest afforded to Financial Security under the Insurance Agreement); and WFSRC's assignment and delivery of the Contract Documents to the Trust will vest in the Trust the good and marketable title purported to be conveyed thereby (subject to the security interest afforded to Financial Security under the Insurance Agreement). (xi) The Trust's assignment of the Trust Estate to the Indenture Trustee pursuant to the Indenture will vest in the Indenture Trustee, for the benefit of the Noteholders, a first priority perfected security interest therein, subject to no prior lien, mortgage, pledge, charge, security interest or other encumbrance, except that such security interest will be subject to the security interest afforded to Financial Security under the Insurance Agreement. (xii) The representations and warranties made by WFSRC in the Sale and Servicing Agreement and in the Officers' Certificates of WFSRC delivered pursuant to the Basic Documents will be true and correct at the Closing Date. (xiii) Since September 30, 2002, there has been no material adverse change or development involving a prospective material adverse change in or affecting particularly the condition, financial or otherwise, of WFSRC, or the earnings, affairs or business prospects of WFSRC, whether or not arising in the ordinary course of business, except as set forth in or contemplated in the Prospectus. (b) WFS represents and warrants to, and agrees with, each of the Underwriters that the representations and warranties of WFSRC set forth in paragraph (a) above are true and correct, and further represents and warrants to, and agrees with, each of the Underwriters that: (i) WFS has been duly incorporated and is validly existing in good standing under the laws of the State of California and is duly qualified to do business as a foreign corporation and is in good standing under the laws of each jurisdiction where the character of its properties or the nature of its activities makes such qualification necessary, except such jurisdictions, if any, in which the failure to be so qualified will not have a material adverse effect on either the business or properties of WFS; WFS holds all material licenses, certificates and permits from all governmental authorities necessary for the conduct of its business as described in the Prospectus; and WFS has the corporate power and authority to own its properties and conduct its business as described in the Prospectus. (ii) The execution and delivery by WFS of this Agreement and the Basic Documents to which it is a party are within the corporate power of WFS and have been duly authorized by all necessary action on the part of WFS; and neither the execution and delivery by WFS of this Agreement and the Basic Documents to which it is a party, nor the consummation by WFS of the transactions herein and therein contemplated, nor compliance by WFS with the provisions hereof and thereof, will conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, the articles of incorporation or bylaws of WFS or any indenture, mortgage, deed of trust or other agreement or instrument to which WFS is now a party or by which it is bound, or any order of any court or government agency or authority entered in any proceeding to which WFS was or is now a party or by which it is bound. (iii) Each of this Agreement and each Basic Document to which WFS is a party has been duly authorized, executed and delivered by WFS and constitutes a valid and binding agreement of WFS, enforceable against WFS in accordance with its terms, subject to applicable bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting creditors' rights generally, subject to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and, in the case of this Agreement and the Indemnification Agreement, except as rights to indemnity and contribution hereunder and thereunder may be limited by applicable law. (iv) The Contracts transferred to WFSRC from WFS on the Closing Date will be free and clear of all liens (including tax liens), mortgages, pledges, charges, security interests and other encumbrances at the time of such transfer (subject to the security interest afforded to Financial Security under the Insurance Agreement). (v) WFS has the power and authority to own its properties, to conduct its business as described in the Prospectus and to enter into and perform its obligations under each of the Basic Documents to which it is a party. (vi) The representations and warranties made by WFS in the Sale and Servicing Agreement and in the Officers' Certificates of WFS delivered pursuant to the Basic Documents will be true and correct at the Closing Date. (vii) Since September 30, 2002, there has been no material adverse change or development involving a prospective material adverse change in or affecting particularly the condition, financial or otherwise, of WFS, or the earnings, affairs or business prospects of WFS, whether or not arising in the ordinary course of business, except as set forth in or contemplated in the Prospectus.the

Representations and Warranties of WFSRC and WFS. (a) WFSRC represents and warrants to, and agrees with, each of the Underwriters that: (i) The conditions to the use of a registration statement on Form S-3 under the Act, as set forth in the General Instructions to Form S-3, have been satisfied with respect to WFSRC and the Registration Statement and the Prospectus fully comply, and any supplements or amendments thereto will fully comply, in all material respects with the provisions of the Act. (ii) No stop order suspending the effectiveness of the Registration Statement has been issued and no proceeding for that purpose has been instituted or, to the knowledge of WFSRC, threatened by the Commission. At the effective date of the Registration Statement and any post-effective amendments thereto, at the date of this Agreement and the Closing Date, the Registration Statement and any post-effective amendments or supplements thereto, each Preliminary Prospectus, the Prospectus and any amendment or supplement thereto, complied or will comply in all respects with the requirements of the Act and the Rules and Regulations, and did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and on the date of filing the Prospectus pursuant to Rule 424(b), the date of this Agreement and the Closing Date, neither the Prospectus nor any amendments or supplements thereto contained or will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, except that the representations and warranties in this subparagraph shall not apply to statements or omissions in the Registration Statement or the Prospectus or any Preliminary Prospectus made in reliance upon information furnished to WFSRC in writing by the Underwriters through the Representative expressly for use therein or to that part of the Registration Statement which shall constitute the Statement of Eligibility and Qualification of the Indenture Trustee on Form T-1 (the "Form T-1") under the Trust Indenture Act of 1939, as amended (the "1939 Act"). (iii) Each Preliminary Prospectus, the Prospectus and any amendment or supplement thereto, complied or will comply when so filed with the requirements of the Act and the Rules and Regulations, and the Prospectus delivered to the Underwriters for use in connection with the offering of the Notes was identical to the electronically transmitted copies thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system, except to the extent permitted by Regulation S-T. (iv) The documents incorporated or deemed to be incorporated by reference in the Registration Statement and the Prospectus, at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the Exchange Act and the Exchange Act Regulations, and, when read together with the other information in the Prospectus, at the date of this Agreement and at the Closing Date, did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (v) The Securities conform to the description thereof contained in the Prospectus and have been duly and validly authorized and (i) when the Certificates have been executed, authenticated and delivered in accordance with the Trust Agreement, they will be entitled to the benefits and security afforded by the Trust Agreement and will constitute legal, valid and binding obligations of the Trust enforceable in accordance with their terms and the terms of the Trust Agreement and (ii) when the Notes have been executed, authenticated and delivered in accordance with the Indenture and delivered to and paid for by the Underwriters as provided herein, they will be entitled to the benefits and security afforded by the Indenture and will constitute legal, valid and binding obligations of the Trust enforceable in accordance with their terms and the terms of the Indenture, subject to applicable bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting creditors' rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). (vi) The execution and delivery by WFSRC of this Agreement and the Basic Documents to which it is a party are within the corporate power of WFSRC and have been duly authorized by all necessary corporate action on the part of WFSRC and neither the issuance and sale of the Notes to the Underwriters, nor the execution and delivery by WFSRC of this Agreement and the Basic Documents to which it is a party, nor the consummation by WFSRC of the transactions herein and therein contemplated, nor compliance by WFSRC with the provisions hereof or thereof, will conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, the articles of incorporation or bylaws of WFSRC or any indenture, mortgage, deed of trust or other agreement or instrument to which WFSRC is now a party or by which it is bound, or any order of any court or government agency or authority entered in any proceeding to which WFSRC was or is now a party or by which it is bound. (vii) WFSRC has been duly incorporated and is validly existing in good standing under the laws of the State of California and is duly qualified to do business as a foreign corporation and is in good standing under the laws of each jurisdiction where the character of its properties or the nature of its activities makes such qualification necessary, except such jurisdictions, if any, in which the failure to be so qualified will not have a material adverse effect on its business or properties; WFSRC holds all material licenses, certificates and permits from all governmental authorities necessary for the conduct of its business as described in the Prospectus; and WFSRC has the corporate power and authority to own its properties and conduct its business as described in the Prospectus. (viii) Each of this Agreement and the Basic Documents to which WFSRC is a party, when executed and delivered as contemplated thereby, will have been duly authorized, executed and delivered by such entity and will constitute, when so executed and delivered, a legal, valid and binding instrument enforceable against such entity in accordance with its terms, subject to applicable bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting creditors' rights generally, subject to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and, in the case of this Agreement and the Indemnification Agreement, except as rights to indemnity and contribution hereunder and thereunder may be limited by applicable law; each of this Agreement and each Basic Document conforms to the description thereof contained in the Prospectus; and the Indenture has been duly qualified under the 1939 Act. (ix) Neither the Trust nor WFSRC is now or, as a result of the transactions contemplated by this Agreement, will be, an "investment company" and neither is "controlled" by an "investment company", as such terms are defined in the Investment Company Act of 1940, as amended (the "1940 Act"). (x) At the Closing Date, WFSRC will have good and marketable title to the Contracts listed in Schedule A to the Sale and Servicing Agreement, free and clear of any lien, mortgage, pledge, charge, security interest or other encumbrance (subject to the security interest afforded to Financial Security under the Insurance Agreement); and WFSRC's assignment and delivery of the Contract Documents to the Trust will vest in the Trust the good and marketable title purported to be conveyed thereby (subject to the security interest afforded to Financial Security under the Insurance Agreement). (xi) The Trust's assignment of the Trust Estate to the Indenture Trustee pursuant to the Indenture will vest in the Indenture Trustee, for the benefit of the Noteholders, a first priority perfected security interest therein, subject to no prior lien, mortgage, pledge, charge, security interest or other encumbrance, except that such security interest will be subject to the security interest afforded to Financial Security under the Insurance Agreement. (xii) The representations and warranties made by WFSRC in the Sale and Servicing Agreement and in the Officers' Certificates of WFSRC delivered pursuant to the Basic Documents to which WFSRC is a party will be true and correct at the Closing Date. (xiii) Since September 30, 2002, there has been no material adverse change or development involving a prospective material adverse change in or affecting particularly the condition, financial or otherwise, of WFSRC, or the earnings, affairs or business prospects of WFSRC, whether or not arising in the ordinary course of business, except as set forth in or contemplated in the Prospectus. (b) WFS represents and warrants to, and agrees with, each of to the Underwriters that the representations and warranties of WFSRC set forth in paragraph (a) above are true and correct, and to the further represents and warrants to, and agrees with, each of the Underwriters effect that: (i) WFS has been duly incorporated and is validly existing in good standing under the laws of the State of California and is duly qualified to do business as a foreign corporation and is in good standing under the laws of each jurisdiction where the character of its properties or the nature of its activities makes such qualification necessary, except such jurisdictions, if any, in which the failure to be so qualified will not have a material adverse effect on either the business or properties of WFS; WFS holds all material licenses, certificates and permits from all governmental authorities necessary for the conduct of its business as described in the Prospectus; and WFS has the corporate power and authority to own its properties and conduct its business as described in the Prospectus. (ii) The execution and delivery by WFS of this Agreement and the Basic Documents to which it is a party are within the corporate power of WFS and have been duly authorized by all necessary action on the part of WFS; and neither the execution and delivery by WFS of this Agreement and the Basic Documents to which it is a party, nor the consummation by WFS of the transactions herein and therein contemplated, nor compliance by WFS with the provisions hereof and thereof, will conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, the articles of incorporation or bylaws of WFS or any indenture, mortgage, deed of trust or other agreement or instrument to which WFS is now a party or by which it is bound, or any order of any court or government agency or authority entered in any proceeding to which WFS was or is now a party or by which it is bound. (iii) Each of this Agreement and each Basic Document to which WFS is a party has been duly authorized, executed and delivered by WFS and constitutes a valid and binding agreement of WFS, enforceable against WFS in accordance with its terms, subject to applicable bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting creditors' rights generally, subject to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and, in the case of this Agreement and the Indemnification Agreement, except as rights to indemnity and contribution hereunder and thereunder may be limited by applicable law. (iv) The Contracts transferred to WFSRC from WFS on the Closing Date will be free and clear of all liens (including tax liens), mortgages, pledges, charges, security interests and other encumbrances at the time of such transfer (subject to the security interest afforded to Financial Security under the Insurance Agreement). (v) WFS has the power and authority to own its properties, to conduct its business as described in the Prospectus and to enter into and perform its obligations under each of the Basic Documents to which it is a party. (vi) The representations and warranties made by WFS in the Sale and Servicing Agreement and in the Officers' Certificates of WFS delivered pursuant to the Basic Documents to which WFS is a party will be true and correct at the Closing Date. (vii) Since September 30, 2002, there has been no material adverse change or development involving a prospective material adverse change in or affecting particularly the condition, financial or otherwise, of WFS, or the earnings, affairs or business prospects of WFS, whether or not arising in the ordinary course of business, except as set forth in or contemplated in the Prospectus.

Representations and Warranties of WFSRC and WFS. (a) WFSRC represents and warrants to, and agrees with, each of the Underwriters that: (i) The conditions to the use of a registration statement on Form S-3 under the Act, as set forth in the General Instructions to Form S-3, have been satisfied with respect to WFSRC and the Registration Statement and the Prospectus fully comply, and any supplements or amendments thereto will fully comply, in all material respects with the provisions of the Act. (ii) No stop order suspending the effectiveness of the Registration Statement has been issued and no proceeding for that purpose has been instituted or, to the knowledge of WFSRC, threatened by the Commission. At the effective date of the Registration Statement and any post-effective amendments thereto, at the date of this Agreement and the Closing Date, the Registration Statement and any post-effective amendments or supplements thereto, each Preliminary Prospectus, the Prospectus and any amendment or supplement thereto, complied or will comply in all respects with the requirements of the Act and the Rules and Regulations, and did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and on the date of filing the Prospectus pursuant to Rule 424(b), the date of this Agreement and the Closing Date, neither the Prospectus nor any amendments or supplements thereto contained or will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, except that the representations and warranties in this subparagraph shall not apply to statements or omissions in the Registration Statement or the Prospectus or any Preliminary Prospectus made in reliance upon information furnished to WFSRC in writing by the Underwriters through the Representative expressly for use therein or to that part of the Registration Statement which shall constitute the Statement of Eligibility and Qualification of the Indenture Trustee on Form T-1 (the "Form T-1") under the Trust Indenture Act of 1939, as amended (the "1939 Act"). (iii) Each Preliminary Prospectus, the Prospectus and any amendment or supplement thereto, complied or will comply when so filed with the requirements of the Act and the Rules and Regulations, and the Prospectus delivered to the Underwriters for use in connection with the offering of the Notes was identical to the electronically transmitted copies thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system, except to the extent permitted by Regulation S-T. (iv) The documents incorporated or deemed to be incorporated by reference in the Registration Statement and the Prospectus, at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the Exchange Act and the Exchange Act Regulations, and, when read together with the other information in the Prospectus, at the date of this Agreement and at the Closing Date, did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (v) The Securities conform to the description thereof contained in the Prospectus and have been duly and validly authorized and (i) when the Certificates have been executed, authenticated and delivered in accordance with the Trust Agreement, they will be entitled to the benefits and security afforded by the Trust Agreement and will constitute legal, valid and binding obligations of the Trust enforceable in accordance with their terms and the terms of the Trust Agreement and (ii) when the Notes have been executed, authenticated and delivered in accordance with the Indenture and delivered to and paid for by the Underwriters as provided herein, they will be entitled to the benefits and security afforded by the Indenture and will constitute legal, valid and binding obligations of the Trust enforceable in accordance with their terms and the terms of the Indenture, subject to applicable bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting creditors' rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). (vi) The execution and delivery by WFSRC of this Agreement and the Basic Documents to which it is a party are within the corporate power of WFSRC and have been duly authorized by all necessary corporate action on the part of WFSRC and neither the issuance and sale of the Notes to the Underwriters, nor the execution and delivery by WFSRC of this Agreement and the Basic Documents to which it is a party, nor the consummation by WFSRC of the transactions herein and therein contemplated, nor compliance by WFSRC with the provisions hereof or thereof, will conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, the articles of incorporation or bylaws of WFSRC or any indenture, mortgage, deed of trust or other agreement or instrument to which WFSRC is now a party or by which it is bound, or any order of any court or government agency or authority entered in any proceeding to which WFSRC was or is now a party or by which it is bound. (vii) WFSRC has been duly incorporated and is validly existing in good standing under the laws of the State of California and is duly qualified to do business as a foreign corporation and is in good standing under the laws of each jurisdiction where the character of its properties or the nature of its activities makes such qualification necessary, except such jurisdictions, if any, in which the failure to be so qualified will not have a material adverse effect on its business or properties; WFSRC holds all material licenses, certificates and permits from all governmental authorities necessary for the conduct of its business as described in the Prospectus; and WFSRC has the corporate power and authority to own its properties and conduct its business as described in the Prospectus. (viii) Each of this Agreement and the Basic Documents to which WFSRC is a party, when executed and delivered as contemplated thereby, will have been duly authorized, executed and delivered by such entity and will constitute, when so executed and delivered, a legal, valid and binding instrument enforceable against such entity in accordance with its terms, subject to applicable bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting creditors' rights generally, subject to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and, in the case of this Agreement and the Indemnification Agreement, except as rights to indemnity and contribution hereunder and thereunder may be limited by applicable law; each of this Agreement and each Basic Document conforms to the description thereof contained in the Prospectus; and the Indenture has been duly qualified under the 1939 Act. (ix) Neither the Trust nor WFSRC is now or, as a result of the transactions contemplated by this Agreement, will be, an "investment company" and neither is "controlled" by an "investment company", as such terms are defined in the Investment Company Act of 1940, as amended (the "1940 Act"). (x) At the Closing Date, WFSRC will have good and marketable title to the Contracts listed in Schedule A to the Sale and Servicing Agreement, free and clear of any lien, mortgage, pledge, charge, security interest or other encumbrance (subject to the security interest afforded to Financial Security under the Insurance Agreement); and WFSRC's assignment and delivery of the Contract Documents to the Trust will vest in the Trust the good and marketable title purported to be conveyed thereby (subject to the security interest afforded to Financial Security under the Insurance Agreement). (xi) The Trust's assignment of the Trust Estate to the Indenture Trustee pursuant to the Indenture will vest in the Indenture Trustee, for the benefit of the Noteholders, a first priority perfected security interest therein, subject to no prior lien, mortgage, pledge, charge, security interest or other encumbrance, except that such security interest will be subject to the security interest afforded to Financial Security under the Insurance Agreement. (xii) The representations and warranties made by WFSRC in the Sale and Servicing Agreement and in the Officers' Certificates of WFSRC delivered pursuant to the Basic Documents to which WFSRC is a party will be true and correct at the Closing Date. (xiii) Since September 30March 31, 2002, there has been no material adverse change or development involving a prospective material adverse change in or affecting particularly the condition, financial or otherwise, of WFSRC, or the earnings, affairs or business prospects of WFSRC, whether or not arising in the ordinary course of business, except as set forth in or contemplated in the Prospectus. (b) WFS represents and warrants to, and agrees with, each of to the Underwriters that the representations and warranties of WFSRC set forth in paragraph (a) above are true and correct, and to the further represents and warrants to, and agrees with, each of the Underwriters effect that: (i) WFS has been duly incorporated and is validly existing in good standing under the laws of the State of California and is duly qualified to do business as a foreign corporation and is in good standing under the laws of each jurisdiction where the character of its properties or the nature of its activities makes such qualification necessary, except such jurisdictions, if any, in which the failure to be so qualified will not have a material adverse effect on either the business or properties of WFS; WFS holds all material licenses, certificates and permits from all governmental authorities necessary for the conduct of its business as described in the Prospectus; and WFS has the corporate power and authority to own its properties and conduct its business as described in the Prospectus. (ii) The execution and delivery by WFS of this Agreement and the Basic Documents to which it is a party are within the corporate power of WFS and have been duly authorized by all necessary action on the part of WFS; and neither the execution and delivery by WFS of this Agreement and the Basic Documents to which it is a party, nor the consummation by WFS of the transactions herein and therein contemplated, nor compliance by WFS with the provisions hereof and thereof, will conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, the articles of incorporation or bylaws of WFS or any indenture, mortgage, deed of trust or other agreement or instrument to which WFS is now a party or by which it is bound, or any order of any court or government agency or authority entered in any proceeding to which WFS was or is now a party or by which it is bound. (iii) Each of this Agreement and each Basic Document to which WFS is a party has been duly authorized, executed and delivered by WFS and constitutes a valid and binding agreement of WFS, enforceable against WFS in accordance with its terms, subject to applicable bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting creditors' rights generally, subject to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and, in the case of this Agreement and the Indemnification Agreement, except as rights to indemnity and contribution hereunder and thereunder may be limited by applicable law. (iv) The Contracts transferred to WFSRC from WFS on the Closing Date will be free and clear of all liens (including tax liens), mortgages, pledges, charges, security interests and other encumbrances at the time of such transfer (subject to the security interest afforded to Financial Security under the Insurance Agreement). (v) WFS has the power and authority to own its properties, to conduct its business as described in the Prospectus and to enter into and perform its obligations under each of the Basic Documents to which it is a party. (vi) The representations and warranties made by WFS in the Sale and Servicing Agreement and in the Officers' Certificates of WFS delivered pursuant to the Basic Documents to which WFS is a party will be true and correct at the Closing Date. (vii) Since September 30March 31, 2002, there has been no material adverse change or development involving a prospective material adverse change in or affecting particularly the condition, financial or otherwise, of WFS, or the earnings, affairs or business prospects of WFS, whether or not arising in the ordinary course of business, except as set forth in or contemplated in the Prospectus.