Common use of XX XXXXXXX XXXXXXX Clause in Contracts

XX XXXXXXX XXXXXXX. xxx undexxxxxxx, xxxxx xxx xxxx xxxxxxx xf the Trust, has executed this Certificate of Trust as of the date first above written. CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION, not in its individual capacity but solely as Owner Trustee By: ------------------------------------- Name: Title: EXHIBIT B THIS TRUST CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE NOTES TO THE EXTENT DESCRIBED IN THE INDENTURE REFERRED TO HEREIN. [TO BE INSERTED ON THE RETAINED CERTIFICATE-- THIS TRUST CERTIFICATE IS NON-TRANSFERABLE EXCEPT AS PROVIDED IN SECTION 3.10 OF THE TRUST AGREEMENT] WFS FINANCIAL 2003-1 OWNER TRUST AUTO RECEIVABLE BACKED CERTIFICATE evidencing a fractional undivided interest in the Trust, as defined below, the property of which includes, among other things, a pool of retail installment sale contracts secured by new and used automobiles and light duty trucks transferred to the Trust by WFS Receivables Corporation 3, a California corporation (the "Depositor"). (This Trust Certificate does not represent an interest in or obligation of WFS Financial Inc., the Depositor or any of their respective affiliates, and is not a deposit and is not insured by the Federal Deposit Insurance Corporation). THIS CERTIFIES THAT WFS Receivables Corporation 3 is the registered owner of [99%][1%] Certificate Percentage Interest nonassessable, fully-paid, fractional undivided interest in the WFS Financial 2003- Owner Trust (the "Trust") formed by the Depositor. The Trust was created pursuant to a Trust Agreement, dated , 200 , as amended and restated as of , 200 (as amended and supplemented from time to time, the "Trust Agreement"), between the Depositor and Chase Manhattan Bank USA, National Association, as owner trustee (the "Owner Trustee"), a summary of certain of the pertinent provisions of which is set forth below. Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the Trust Agreement.

XX XXXXXXX XXXXXXX. xxx undexxxxxxxuxxxxxxxxxx, xxxxx xxx xxxx xxxxxxx xf xxxxxxe of the Trust, has executed this Certificate of Trust as of the date first above written. CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION, not in its individual capacity but solely as Owner Trustee By: ------------------------------------- __________________________________________ Name: Title: EXHIBIT B THIS TRUST CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE NOTES TO THE EXTENT DESCRIBED IN THE INDENTURE REFERRED TO HEREIN. [TO BE INSERTED ON THE RETAINED CERTIFICATE-- THIS TRUST CERTIFICATE IS NON-TRANSFERABLE EXCEPT AS PROVIDED IN SECTION 3.10 OF THE TRUST AGREEMENT] WFS FINANCIAL 2003-1 3 OWNER TRUST AUTO RECEIVABLE BACKED CERTIFICATE evidencing a fractional undivided interest in the Trust, as defined below, the property of which includes, among other things, a pool of retail installment sale contracts secured by new and used automobiles and light duty trucks transferred to the Trust by WFS Receivables Corporation 32, a California Nevada corporation (the "Depositor"). (This Trust Certificate does not represent an interest in or obligation of WFS Financial Inc., the Depositor or any of their respective affiliates, and is not a deposit and is not insured by the Federal Deposit Insurance Corporation). THIS CERTIFIES THAT WFS Receivables Corporation 3 2 is the registered owner of [99%][1%] Certificate Percentage Interest nonassessable, fully-paid, fractional undivided interest in the WFS Financial 2003- 2003-3 Owner Trust (the "Trust") formed by the Depositor. The Trust was created pursuant to a Trust Agreement, dated as of July 31, 200 2003, as amended and restated as of August 28, 200 2003 (as amended and supplemented from time to time, the "Trust Agreement"), between among the Depositor Depositor, Financial Security Assurance Inc. (the "Insurer") and Chase Manhattan Bank USA, National Association, as owner trustee (the "Owner Trustee"), a summary of certain of the pertinent provisions of which is set forth below. Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the Trust Agreement. This Trust Certificate is one of the duly authorized Trust Certificates designated as "Auto Receivable Backed Certificates" (the "Trust Certificates"). Issued under the Indenture, dated as of August 1, 2003 (the "Indenture"), between the Trust and Deutsche Bank Trust Company Americas, as Indenture Trustee, are five classes of Notes designated as, "1.12875% Class A-1 Notes", "1.58% Class A-2 Notes", "2.29% Class A-3A Notes", "Floating Rate Class A-3B Notes" and "3.25% Class A-4 Notes" (collectively, the "Notes"). This Trust Certificate is issued under and is subject to the terms, provisions and conditions of the Trust Agreement, to which Trust Agreement the Holder of this Trust Certificate by virtue of its acceptance hereof assents and by which such Holder is bound. The property of the Trust includes, among other things, a pool of retail installment sale contracts (the "Contracts") for new and used automobiles and light duty trucks (the "Financed Vehicles"). Under the Trust Agreement, there will be distributed on February 20, May 20, August 20 and November 20 of each year or, if any such day is not a Business Day, the next succeeding Business Day (each, a "Distribution Date"), commencing on November 20, 2003 and ending no later than May 20, 2011 to the person in whose name this Trust Certificate is registered at the close of business on the last calendar day immediately preceding the related Distribution Date (the "Record Date"), such Certificateholder's Certificate Percentage Interest in the amount to be distributed to Certificateholders on such Distribution Date. The holder of this Trust Certificate acknowledges and agrees that its rights to receive distributions in respect of this Trust Certificate are subordinated to the rights of the Noteholders to the extent described in the Sale and Servicing Agreement and the Indenture. It is the intent of the Seller, the Master Servicer and the Certificateholders that, for purposes of federal income, state and local income and single business tax and any other income taxes, the Trust will be disregarded for tax purposes or treated as a partnership and the Certificateholders (including the Depositor) will be taxable individually or as partners in a partnership. The Depositor and the other Certificateholders, by acceptance of a Trust Certificate, agree to treat, and to take no action inconsistent with the treatment of, the Trust Certificates for such tax purposes as partnership interests in the Trust. Each Certificateholder, by its acceptance of a Trust Certificate covenants and agrees that such Certificateholder will not at any time institute against the Trust, the Seller or the Depositor, or join in any institution against the Trust, the Seller or the Depositor of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Trust Certificates, the Notes, the Trust Agreement or any of the other Basic Documents. Distributions on this Trust Certificate will be made as provided in the Trust Agreement by the Owner Trustee by wire transfer or check mailed to the Certificateholder of record in the Certificate Register without the presentation or surrender of this Trust Certificate or the making of any notation hereon. Except as otherwise provided in the Trust Agreement and notwithstanding the above, the final distribution on this Trust Certificate will be made after due notice by the Owner Trustee of the pendency of such distribution and only upon presentation and surrender of this Trust Certificate at the office of the Paying Agent or the office or agency maintained for that purpose by the Owner Trustee in The City of New York. Reference is hereby made to the further provisions of this Trust Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon shall have been executed by an authorized officer of the Owner Trustee, by manual signature, this Trust Certificate shall not entitle the holder hereof to any benefit under the Trust Agreement or any other Basic Document or be valid for any purpose. THIS TRUST CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. [REVERSE OF CERTIFICATE] The Trust Certificates do not represent an obligation of, or an interest in, the Seller, the Depositor, the Master Servicer, the Owner Trustee or any of their respective Affiliates and no recourse may be had against such parties or their assets, except as expressly set forth or contemplated herein or in the Trust Agreement or the other Basic Documents. In addition, this Trust Certificate is not guaranteed by any governmental agency or instrumentality and is limited in right of payment to certain collections and recoveries with respect to the Contracts (and certain other amounts), in each case as more specifically set forth herein and in the Sale and Servicing Agreement. Copies of the Sale and Servicing Agreement and the Trust Agreement may be examined by any Certificateholder upon written request during normal business hours at the principal office of the Depositor and at such other places, if any, designated by the Depositor. The Trust Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the parties thereto and the rights of the Certificateholders under the Trust Agreement at any time by the parties thereto with the consent of Holders of Trust Certificates evidencing not less than 66 2/3% of the aggregate Certificate Percentage Interest and, if such amendment materially and adversely affects the interests of the Noteholders, with the consent of Holders of Notes evidencing not less than 66 2/3% of the Outstanding Amount of the Notes. Any such consent by the Holder of this Trust Certificate shall be conclusive and binding on such Holder and on all future Holders of this Trust Certificate and of any Trust Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent is made upon this Trust Certificate. The Trust Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Trust Certificates or the Notes. As provided in the Trust Agreement and subject to certain limitations therein set forth, the transfer of this Trust Certificate is registerable in the Certificate Register upon surrender of this Trust Certificate for registration of transfer at the offices or agencies of the Certificate Registrar maintained in The City of New York, accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Trust Certificates evidencing the same aggregate interest in the Trust will be issued to the designated transferee. The initial Certificate Registrar appointed under the Trust Agreement is JP Morgan Chase Bank. As provided in the Trust Agreement and xxxxxxx tx xxxtain limitations therein set forth, Trust Certificates are exchangeable for new Trust Certificates evidencing the same Certificate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge payable in connection therewith. The Owner Trustee, the Certificate Registrar, the Paying Agent and any of their respective agents may treat the Person in whose name this Trust Certificate is registered as the owner hereof for all purposes, and none of the Owner Trustee, the Certificate Registrar, the Paying Agent or any such agent shall be affected by any notice to the contrary. The obligations and responsibilities created by the Trust Agreement and the Trust created thereby shall terminate upon the payment to Certificateholders of all amounts required to be paid to them pursuant to the Trust Agreement and the Sale and Servicing Agreement and the disposition of all property held as part of the Trust Estate. The Seller may at the Seller's option purchase the Trust Estate at a price specified in the Sale and Servicing Agreement, and such purchase of the Contracts and other property of the Trust will effect early retirement of the Trust Certificates; however, such right of purchase is exercisable only as of any Distribution Date following the last day of a Due Period as of which the sum of the Principal Balances of the Contracts is less than or equal to $165,000,000. The Trust Certificates may not be acquired by a Benefit Plan. By accepting and holding this Trust Certificate, the Holder hereof shall be deemed to have represented and warranted that it is not a Benefit Plan and is not acquiring this Trust Certificate or an interest therein for the account of a Benefit Plan. Any Person who is not an affiliate of the Seller and acquires more than 49.9% of the Trust Certificates will be deemed to represent that it is not a party in interest (within the meaning of ERISA) or a disqualified person (within the meaning of Section 4975(e)(2) of the Code) with respect to any Benefit Plan, other than a Benefit Plan that it sponsors for the benefit of its employees, and that no plan with respect to which it is a party in interest has or will acquire any interest in the Notes.

XX XXXXXXX XXXXXXX. xxx undexxxxxxxunxxxxxxxxx, xxxxx xxx xxxx xxxxxxx xf of the Trust, has executed this Certificate of Trust as of the date first above written. CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION, not in its individual capacity but solely as Owner Trustee By: ------------------------------------- ------------------------------------------ Name: Title: EXHIBIT B THIS TRUST CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE NOTES TO THE EXTENT DESCRIBED IN THE INDENTURE REFERRED TO HEREIN. [TO BE INSERTED ON THE RETAINED CERTIFICATE-- THIS TRUST CERTIFICATE IS NON-TRANSFERABLE EXCEPT AS PROVIDED IN SECTION 3.10 OF THE TRUST AGREEMENT] WFS FINANCIAL 20032002-1 4 OWNER TRUST AUTO RECEIVABLE BACKED CERTIFICATE evidencing a fractional undivided interest in the Trust, as defined below, the property of which includes, among other things, a pool of retail installment sale contracts secured by new and used automobiles and light duty trucks transferred to the Trust by WFS Receivables Corporation 3, a California corporation (the "Depositor")Corporation. (This Trust Certificate does not represent an interest in or obligation of WFS Financial Inc., the Depositor WFS Receivables Corporation or any of their respective affiliates, and is not a deposit and is not insured by the Federal Deposit Insurance Corporation). THIS CERTIFIES THAT WFS Receivables Corporation 3 is the registered owner of [99%][1%] Certificate Percentage Interest nonassessable, fully-paid, fractional undivided interest in the WFS Financial 2003- 2002-4 Owner Trust (the "Trust") formed by WFS Receivables Corporation, a California corporation (the "Depositor"). The Trust was created pursuant to a Trust Agreement, dated .October 28, 200 2002, as amended and restated as of November 14, 200 2002 (as amended and supplemented from time to time, the "Trust Agreement"), between among WFS Receivables Corporation (the Depositor "Depositor"), Financial Security Assurance Inc. (the "Insurer") and Chase Manhattan Bank USA, National Association, as owner trustee (the "Owner Trustee"), a summary of certain of the pertinent provisions of which is set forth below. Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the Trust Agreement.

XX XXXXXXX XXXXXXX. xxx undexxxxxxx, xxxxx xxx xxxx xxxxxxx xf the Trust, has executed this Certificate of Trust as of the date first above written. CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION, not in its individual capacity but solely as Owner Trustee By: ------------------------------------- Name: Title: EXHIBIT B THIS TRUST CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE NOTES TO THE EXTENT DESCRIBED IN THE INDENTURE REFERRED TO HEREIN. [TO BE INSERTED ON THE RETAINED CERTIFICATE-- THIS TRUST CERTIFICATE IS NON-TRANSFERABLE EXCEPT AS PROVIDED IN SECTION 3.10 OF THE TRUST AGREEMENT] WFS FINANCIAL 2003-1 OWNER TRUST AUTO RECEIVABLE BACKED CERTIFICATE evidencing a fractional undivided interest in the Trust, as defined below, the property of which includes, among other things, a pool of retail installment sale contracts secured by new and used automobiles and light duty trucks transferred to the Trust by WFS Receivables Corporation 34, a California Nevada corporation (the "Depositor"). (This Trust Certificate does not represent an interest in or obligation of WFS Financial Inc., the Depositor or any of their respective affiliates, and is not a deposit and is not insured by the Federal Deposit Insurance Corporation). THIS CERTIFIES THAT WFS Receivables Corporation 3 4 is the registered owner of [99%][1%] Certificate Percentage Interest nonassessable, fully-paid, fractional undivided interest in the WFS Financial 2003- Owner Trust (the "Trust") formed by the Depositor. The Trust was created pursuant to a Trust Agreement, dated , 200 , as amended and restated as of , 200 (as amended and supplemented from time to time, the "Trust Agreement"), between the Depositor and Chase Manhattan Bank USA, National Association, as owner trustee (the "Owner Trustee"), a summary of certain of the pertinent provisions of which is set forth below. Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the Trust Agreement.

XX XXXXXXX XXXXXXX. xxx undexxxxxxxxxxxxxxxxxx, xxxxx xxx xxxx xxxxxxx xf Xxxer Trustee of the Trust, has executed this Certificate of Trust as of the date first above written. CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATIONWilmington Trust Company, not in its individual capacity but solely as Owner Trustee By: ------------------------------------- :__________________________________________ Printed Name: Title: EXHIBIT B THIS TRUST B-1 XXXX XX XXXXX XXXXXXXXXXX XXXX XXXXT CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE NOTES TO THE EXTENT DESCRIBED IN THE INDENTURE REFERRED TO HEREIN. [TO BE INSERTED ON THE RETAINED CERTIFICATE-- THIS TRUST CERTIFICATE IS NON-TRANSFERABLE DOES NOT REPRESENT AN OBLIGATION OF OR AN INTEREST IN BLUEGREEN RECEIVABLES FINANCE CORPORATION IX, BLUEGREEN CORPORATION OR ANY AFFILIATE THEREOF, EXCEPT AS PROVIDED TO THE EXTENT SET FORTH IN THE TRUST AGREEMENT. THIS TRUST CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR PLEDGED UNLESS THE CONDITIONS SET FORTH IN SECTION 3.10 3.04 OF THE TRUST AGREEMENT] WFS FINANCIAL 2003AGREEMENT HAVE BEEN COMPLIED WITH. THIS CERTIFICATE IS TRANSFERABLE ONLY IN WHOLE AND NOT IN PART. THIS TRUST CERTIFICATE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENXXX (XXX "XXXXXXXXXX XXX") XX ANY APPLICABLE STATE SECURITIES LAWS, AND THIS TRUST CERTIFICATE MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. BXG RECEIVABLES NOTE TRUST 2004-C TRUST CERTIFICATE NO. 1 OWNER TRUST AUTO RECEIVABLE BACKED CERTIFICATE evidencing a THIS CERTIFIES THAT GSS HOLDINGS, INC. is the registered owner of 100% of the nonassessable, fully-paid, fractional undivided non-economic interest in the BXG Receivables Note Trust 2004-C (the "Trust, as defined below, the property of which includes, among other things") formed by BLUEGREEN RECEIVABLES FINANCE CORPORATION IX, a pool of retail installment sale contracts secured by new and used automobiles and light duty trucks transferred to the Trust by WFS Receivables Corporation 3, a California Delaware corporation (the "Depositor"). (This Trust Certificate does not represent an interest in or obligation of WFS Financial Inc., the Depositor or any of their respective affiliates, and is not a deposit and is not insured by the Federal Deposit Insurance Corporation). THIS CERTIFIES THAT WFS Receivables Corporation 3 is the registered owner of [99%][1%] Certificate Percentage Interest nonassessable, fully-paid, fractional undivided interest in the WFS Financial 2003- Owner Trust (the "Trust") formed by the Depositor. The Trust trust was created pursuant to a Trust Agreement, dated , 200 , as amended and restated as of November 2, 200 2004 (as amended and amended, restated and/or supplemented from time to time, the "Trust Agreement"), between among the Depositor Depositor, and Chase Manhattan Bank USA, National AssociationWilmington Trust Company, as owner trustee (the "Owner Trustee"), a summary of certain of the pertinent provisions of which is set forth below. Capitalized To the extent not otherwise defined herein, the capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto assigned to them in (i) the Trust Agreement, (ii) the Sale Agreement, dated as of December 1, 2004 (the "Sale Agreement"), among the Trust and the Depositor, or (iii) Indenture, dated as of December 1, 2004 (the "Indenture"), between BXG Receivables Note Trust 2004-C, as Issuer, Bluegreen Corporation, as Servicer, Vacation Trust, Inc., as Club Trustee, Branch Banking and Trust Company, as Agent, and U.S. Bank National Association, as Indenture Trustee. This Trust Certificate is the duly authorized Trust Certificate designated as "BXG Receivables Note Trust 2004-C Trust Certificate" (the "Trust Certificate"). Also issued under the Indenture are the Timeshare Loan-Backed VFN Notes, Series 2004-C (the "Notes"). This Trust Certificate is issued under and is subject to the terms, provisions and conditions of the Trust Agreement, to which Trust Agreement the Certificateholder of this Trust Certificate by virtue of its acceptance hereof assents and by which such Holder is bound. The Certificateholder of this Trust Certificate acknowledges and agrees that its rights to receive distributions in respect of this Trust Certificate are subordinated to the rights of the Noteholders to the extent described in the Indenture. It is the intent of the Servicer, the Depositor, Owner Trustee, Indenture Trustee and the Certificateholder that, for purposes of federal income, state and local income and single business tax and any other income taxes, the Trust will be disregarded as a separate entity for federal income tax purposes pursuant to Treasury Regulations Section 301.7701-3(b)(1)(ii). The Depositor and any Certificateholder, by acceptance of a Trust Certificate, agrees to such treatment, and to take no action inconsistent with such treatment of, the Trust for federal income tax purposes. Each Certificateholder, by its acceptance of a Trust Certificate or beneficial interest in a Trust Certificate, covenants and agrees that such Certificateholder will not at any time institute against the Trust or the Depositor, or join in any institution against the Trust or the Depositor any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Trust Certificate, the Notes, the Trust Agreement or any of the other Transaction Documents. Distributions on this Trust Certificate will be made as provided in the Trust Agreement by the Owner Trustee or its Agent by wire transfer or check mailed to the Certificateholder of record in the Certificate Register without the presentation or surrender of this Trust Certificate or the making of any notation hereon. Except as otherwise provided in the Trust Agreement and notwithstanding the above, the final distribution on this Trust Certificate will be made after due notice by the Owner Trustee of the pendency of such distribution and only upon presentation and surrender of this Trust Certificate at the office or agency maintained for that purposes by the Owner Trustee in the City of Wilmington, State of Delaware. Reference is hereby made to the further provisions of this Trust Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon shall have been executed by an authorized officer of the Owner Trustee, by manual signature, this Trust Certificate shall not entitle the holder hereof to any benefit under the Trust Agreement or any other Transaction Document or be valid for any purpose. THIS TRUST CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. [REVERSE OF CERTIFICATE] The Trust Certificate does not represent an obligation of, or an interest in the Depositor, the Servicer, the Originators, the Seller, the Owner Trustee, the Indenture Trustee or any of their respective Affiliates and no recourse may be had against such parties or their assets, except as expressly set forth or contemplated herein or in the Trust Agreement or the other Transaction Documents. In addition, this Trust Certificate is not guaranteed by any governmental agency or instrumentality and is limited in right of payment to certain collections and recoveries with respect to the Timeshare Loans and certain other amounts, in each case as more specifically set forth herein and in the Indenture. A copy of each of the Indenture and the Trust Agreement may be examined by any Certificateholder upon written request during normal business hours at the principal office of the Depositor and at such other places, if any, designated by the Depositor. The Trust Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor and the rights of the Certificateholder under the Trust Agreement at any time by the Depositor and the Owner Trustee with the consent of the Holders representing at least 66-2/3% of the Outstanding Note Balance of each Class of Notes. Any such consent shall be conclusive and binding on the Holder and on all future Holders of this Trust Certificate and of any Trust Certificate issued upon the transfer hereof or in exchange hereof or in lieu hereof, whether or not notation of such consent is made upon this Trust Certificate. The Trust Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Certificateholder of the Trust Certificate or any Noteholder. As provided in the Trust Agreement and subject to certain limitations therein set forth, the transfer of this Trust Certificate is registerable in the Certificate Register upon surrender of this Trust Certificate for resignation of transfer at the offices or agencies of the Certificate Registrar maintained by the Owner Trustee in Wilmington, Delaware, accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar, executed by the Certificateholder hereof or such Certificateholder's attorney duly authorized in writing, and thereupon a new Trust Certificate evidencing the same aggregate interest in the Trust will be issued to the designated transferee. The initial Certificate Registrar appointed under the Trust Agreement is the Owner Trustee. Except as provided in the Trust Agreement, the Trust Certificate is issuable only as a registered Trust Certificate without coupons. No service charge will be made for any registration of transfer of such Trust Certificate, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge payable in connection therewith. The Owner Trustee, the Certificate Registrar and any of their respective agents may treat the Person in whose name this Trust Certificate is registered as the owner hereof for all purposes, and none of the Owner Trustee, the Certificate Registrar or any such agent shall be affected by any notice to the contrary. The obligations and responsibilities created by the Trust Agreement and the Trust created thereby shall terminate upon the payment to Certificateholder of all amounts required to be paid to such holder pursuant to the Trust Agreement and the Indenture and the deposition of all property held as part of the Trust Estate. The Servicer may at its option purchase the Trust Estate at the times and at the prices specified in the Indenture. The Trust Certificate may not be acquired by a Benefit Plan. By accepting and holding this Trust Certificate, the Certificateholder hereof, shall be deemed to have represented and warranted that it is not a Benefit Plan and is not acquiring this Trust Certificate or an interest therein for the account of such an entity.

XX XXXXXXX XXXXXXX. xxx undexxxxxxx, xxxxx xxx xxxx xxxxxxx xf the Trust, has executed this Certificate of Trust as of the date first above written. CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION, not in its individual capacity but solely as Owner Trustee By: ------------------------------------- _______________________________________________ Name: Title: EXHIBIT B THIS TRUST CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE NOTES TO THE EXTENT DESCRIBED IN THE INDENTURE REFERRED TO HEREIN. [TO BE INSERTED ON THE RETAINED CERTIFICATE-- TRUST CERTIFICATE -- THIS TRUST CERTIFICATE IS NON-TRANSFERABLE EXCEPT AS PROVIDED IN SECTION 3.10 OF THE TRUST AGREEMENT] WFS FINANCIAL 20032005-1 2 OWNER TRUST AUTO RECEIVABLE BACKED CERTIFICATE evidencing a fractional undivided interest in the Trust, as defined below, the property of which includes, among other things, a pool of retail installment sale contracts and installment loans secured by new and used automobiles and light duty trucks transferred to the Trust by WFS Receivables Corporation 3, a California corporation (the "Depositor"). (This Trust Certificate does not represent an interest in or obligation of WFS Financial Inc.Inc, the Depositor or any of their respective affiliates, and is not a deposit and is not insured by the Federal Deposit Insurance Corporation). THIS CERTIFIES THAT WFS Receivables Corporation 3 is the registered owner of [99%][1%] Certificate Percentage Interest nonassessable, fully-paid, fractional undivided interest in the WFS Financial 2003- 2005-2 Owner Trust (the "Trust") formed by the Depositor. The Trust was created pursuant to a Trust Agreement, dated as of March 10, 200 2005, as amended and restated as of March 31, 200 2005 (as amended and supplemented from time to time, the "Trust Agreement"), between the Depositor and Chase Manhattan Bank USA, National Association, as owner trustee (the "Owner Trustee"), a summary of certain of the pertinent provisions of which is set forth below. Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the Trust Agreement.

XX XXXXXXX XXXXXXX. xxx undexxxxxxxXxxxxxxxxxx, xxxxx xxx xxxx xxxxxxx xf Xxxxxxxr and the Trust, has Trustee have caused this Pooling and Servicing Agreement to be duly executed this Certificate of Trust by their respective officers as of the date day and year first above written. CHASE MANHATTAN BANK USAAMERICAN EXPRESS RECEIVABLES FINANCING CORPORATION, NATIONAL ASSOCIATION, not in its individual capacity but solely as Owner Trustee Transferor By: /s/ David L. Yowan ------------------------------------- Name: David L. Yowan Title: President AMERICAN EXPRESS CENTURION BANK, as Transferor By: /s/ L. Craig Downs ------------------------------------- Name: L. Craig Downs Title: President and Chxxx Xxxxxxxng Officer AMERICAN EXPRESS BANK, FSB, as Transferor By: /s/ Julie M. Lindquist ------------------------------------- Name: Julie M. Lindquist Title: President xxx Xxxxx Xxxxxxxng Officer AMERICAN EXPRESS TRAVEL RELATED SERVICES COMPANY, INC., as Servicer By: /s/ David L. Yowan ------------------------------------- Name: David L. Yowan Title: Senior Vice Pxxxxxxxx xxx Xreasurer THE BANK OF NEW YORK, as Trustee and Paying Agent By: /s/ Catherine L. Cerilles ------------------------------------- Name: Catherine L. Cerilles Title: Assistxxx Xxxx Xxxxxxxxx 100 SCHEDULE 1 LIST OF ACCOUNTS Delivered to Trustee only 101 SCHEDULE 2 COLLECTION ACCOUNT No: Designation: Where established: ADMINISTRATIVE FEES AND CHARGES The following administrative fees and charges assessed on the Accounts are included within the definition of "Receivable". [LIST TO COME FROM TRS] EXHIBIT B THIS TRUST CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT A TO THE NOTES TO POOLING AND SERVICING AGREEMENT EXCHANGEABLE TRANSFEROR CERTIFICATE THIS CERTIFICATE OR ANY INTEREST HEREIN MAY NOT BE TRANSFERRED, ASSIGNED, EXCHANGED OR CONVEYED, EXCEPT IN ACCORDANCE WITH SECTIONS 6.03, 6.09 AND 7.02 OF THE EXTENT DESCRIBED IN THE INDENTURE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. [TO BE INSERTED ON THE RETAINED CERTIFICATE-- THIS TRUST CERTIFICATE IS NON-TRANSFERABLE EXCEPT AS PROVIDED IN SECTION 3.10 OF THE TRUST AGREEMENT] WFS FINANCIAL 2003-1 OWNER TRUST AUTO RECEIVABLE BACKED CERTIFICATE evidencing a fractional undivided interest in the Trust, as defined below, the property of which includes, among other things, a pool of retail installment sale contracts secured by new and used automobiles and light duty trucks transferred to the Trust by WFS Receivables Corporation 3, a California corporation (the "Depositor"). (This Trust Certificate does not represent an interest in or obligation of WFS Financial Inc., the Depositor or any of their respective affiliates, and is not a deposit and is not insured by the Federal Deposit Insurance Corporation). THIS CERTIFIES THAT WFS Receivables Corporation 3 is the registered owner of [99%][1%] Certificate Percentage Interest nonassessable, fully-paid, fractional undivided interest in the WFS Financial 2003- Owner Trust (the "Trust") formed by the Depositor. The Trust was created pursuant to a Trust Agreement, dated , 200 , as amended and restated as of , 200 (as amended and supplemented from time to time, the "Trust Agreement"), between the Depositor and Chase Manhattan Bank USA, National Association, as owner trustee (the "Owner Trustee"), a summary of certain of the pertinent provisions of which is set forth below. Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the Trust Agreement.

XX XXXXXXX XXXXXXX. xxx undexxxxxxx, xxxxx xxx xxxx xxxxxxx xf the Trust, has executed this Certificate of Trust as of the date first above written. CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION, not in its individual capacity but solely as Owner Trustee By: ------------------------------------- Name: Title: EXHIBIT B THIS TRUST CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE NOTES TO THE EXTENT DESCRIBED IN THE INDENTURE REFERRED TO HEREIN. [TO BE INSERTED ON THE RETAINED CERTIFICATE-- THIS TRUST CERTIFICATE IS NON-TRANSFERABLE EXCEPT AS PROVIDED IN SECTION 3.10 OF THE TRUST AGREEMENT] WFS FINANCIAL 2003-1 OWNER TRUST AUTO RECEIVABLE BACKED CERTIFICATE evidencing a fractional undivided interest in the Trust, as defined below, the property of which includes, among other things, a pool of retail installment sale contracts secured by new and used automobiles and light duty trucks transferred to the Trust by WFS Receivables Corporation 3, a California corporation (the "Depositor"). (This Trust Certificate does not represent an interest in or obligation of WFS Financial Inc., the Depositor or any of their respective affiliates, and is not a deposit and is not insured by the Federal Deposit Insurance Corporation). THIS CERTIFIES THAT WFS Receivables Corporation 3 is the registered owner of [99%][1%] Certificate Percentage Interest nonassessable, fully-paid, fractional undivided interest in the WFS Financial 2003- 2003-1 Owner Trust (the "Trust") formed by the Depositor. The Trust was created pursuant to a Trust Agreement, dated February 14, 200 2003, as amended and restated as of February 27, 200 2003 (as amended and supplemented from time to time, the "Trust Agreement"), between the Depositor and Chase Manhattan Bank USA, National Association, as owner trustee (the "Owner Trustee"), a summary of certain of the pertinent provisions of which is set forth below. Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the Trust Agreement.

XX XXXXXXX XXXXXXX. xxx undexxxxxxxtxx xxxxxxxxxxx, xxxxx xxx xxxx xxxxxxx xf xxxstee of the Trust, has executed this Certificate of Trust as of the date first above written. CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION, not in its individual capacity but solely as Owner Trustee By: ------------------------------------- ______________________________ Name: Title: EXHIBIT B THIS TRUST CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE NOTES TO THE EXTENT DESCRIBED IN THE INDENTURE REFERRED TO HEREIN. [TO BE INSERTED ON THE RETAINED CERTIFICATE-- THIS TRUST CERTIFICATE IS NON-TRANSFERABLE EXCEPT AS PROVIDED IN SECTION 3.10 OF THE TRUST AGREEMENT] WFS FINANCIAL 2003-1 2003-___ OWNER TRUST AUTO RECEIVABLE BACKED CERTIFICATE evidencing a fractional undivided interest in the Trust, as defined below, the property of which includes, among other things, a pool of retail installment sale contracts secured by new and used automobiles and light duty trucks transferred to the Trust by WFS Receivables Corporation 3, a California corporation (the "Depositor"). (This Trust Certificate does not represent an interest in or obligation of WFS Financial Inc., the Depositor WFS Receivables Corporation 3 or any of their respective affiliates, and is not a deposit and is not insured by the Federal Deposit Insurance Corporation). THIS CERTIFIES THAT WFS Receivables Corporation 3 is the registered owner of [99%][1%____.___%][____.___%] Certificate Percentage Interest nonassessable, fully-paid, fractional undivided interest in the WFS Financial 2003- 2003-___ Owner Trust (the "Trust") formed by WFS Receivables Corporation 3, a California corporation (the "Depositor"). The Trust was created pursuant to a Trust Agreement, dated _______________, 200 200__, as amended and restated as of _______________, 200 200__ (as amended and supplemented from time to time, the "Trust Agreement"), between WFS Receivables Corporation 3 (the Depositor "Depositor") and Chase Manhattan Bank USA, National Association, as owner trustee (the "Owner Trustee"), a summary of certain of the pertinent provisions of which is set forth below. Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the Trust Agreement.

XX XXXXXXX XXXXXXX. xxx undexxxxxxx, xxxxx xxx xxxx xxxxxxx xf the Trust, xxxxxxxxned has executed this Certificate Subscription Agreement this day of Trust as of the date first above writtenDecember, 2000. CHASE MANHATTAN BANK USASUBSCRIBER TREFOIL TECH INVESTORS, NATIONAL ASSOCIATIONL.P. By its General Partner, not in its individual capacity but solely as Owner Trustee TREFOIL TECH ADVISORS, INC. By: ------------------------------------- _________________________ Robert G. Moskowitz Vice President WORLD DIAGNOSTICS INC. By: _______________________ Name: Title: EXHIBIT B THIS TRUST CERTIFICATE IS SUBORDINATED IN RIGHT A WORLD DIAGNOSTICS INC. "A" WARRANT FOR THE PURCHASE OF PAYMENT TO THE NOTES TO THE EXTENT DESCRIBED IN THE INDENTURE REFERRED TO HEREINCOMMON SHARES No. [TO BE INSERTED ON THE RETAINED CERTIFICATE-- THIS TRUST CERTIFICATE IS NON-TRANSFERABLE EXCEPT AS PROVIDED IN SECTION 3.10 OF THE TRUST AGREEMENT] WFS FINANCIAL 2003-1 OWNER TRUST AUTO RECEIVABLE BACKED CERTIFICATE evidencing a fractional undivided interest in the TrustW - _____ Shares of Common Stock FOR VALUE RECEIVED, as defined below, the property of which includes, among other thingsWORLD DIAGNOSTICS INC., a pool of retail installment sale contracts secured by new and used automobiles and light duty trucks transferred to the Trust by WFS Receivables Corporation 3, a California Delaware corporation (the "DepositorCompany"), hereby certifies that or its permitted assigns is entitled to purchase from the Company, at any time or from time to time after October 1, 2000 but prior to 5:00PM on October 1, 2005, Thousand ( ) fully paid and non-assessable shares of common stock, par value $0.01 per share, of the Company for an aggregate purchase price of $_____ (computed on the basis of $1.375 per share). (This Trust Certificate does not represent an interest Hereinafter, (i) said common shares, together with any other equity securities which may be issued by the Company in substitution therefor, are referred to as the "Common Shares", (ii) the Common Shares purchasable hereunder are referred to as the "Warrant Shares", (iii) the aggregate purchase price payable hereunder for the Warrant Shares is referred to as the "Aggregate Warrant Price", (iv) the price payable hereunder for each of the Warrant Shares, as adjusted in the manner set forth in Section 3, is referred to as the "Per Share Warrant Price" and (v) this Warrant and all warrants hereinafter issued in exchange or obligation of WFS Financial Inc., substitution for the Depositor or any of their respective affiliates, and Warrant are referred to as the "Warrants".) The Aggregate Warrant Price is not a deposit and is not insured by the Federal Deposit Insurance Corporation). THIS CERTIFIES THAT WFS Receivables Corporation 3 is the registered owner of [99%][1%] Certificate Percentage Interest nonassessable, fully-paid, fractional undivided interest in the WFS Financial 2003- Owner Trust (the "Trust") formed by the Depositorsubject to adjustment. The Trust was created pursuant Per Share Warrant Price and the number of Warrant Shares are subject to a Trust Agreement, dated , 200 , adjustment as amended and restated as of , 200 (as amended and supplemented from time to time, the "Trust Agreement"), between the Depositor and Chase Manhattan Bank USA, National Association, as owner trustee (the "Owner Trustee"), a summary of certain of the pertinent provisions of which is set forth below. Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the Trust Agreementhereinafter provided.

XX XXXXXXX XXXXXXX. xxx undexxxxxxx, xxxxx xxx xxxx xxxxxxx xf the Trust, has executed this Certificate of Trust as of the date first above written. CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION, not in its individual capacity but solely as Owner Trustee By: ------------------------------------- :___________________________________ Name: Title: EXHIBIT B THIS TRUST CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE NOTES TO THE EXTENT DESCRIBED IN THE INDENTURE REFERRED TO HEREIN. [TO BE INSERTED ON THE RETAINED CERTIFICATE-- THIS TRUST CERTIFICATE IS NON-TRANSFERABLE EXCEPT AS PROVIDED IN SECTION 3.10 OF THE TRUST AGREEMENT] WFS FINANCIAL 20032002-1 3 OWNER TRUST AUTO RECEIVABLE BACKED CERTIFICATE evidencing a fractional undivided interest in the Trust, as defined below, the property of which includes, among other things, a pool of retail installment sale contracts secured by new and used automobiles and light duty trucks transferred to the Trust by WFS Receivables Corporation 3, a California corporation (the "Depositor")Corporation. (This Trust Certificate does not represent an interest in or obligation of WFS Financial Inc., the Depositor WFS Receivables Corporation or any of their respective affiliates, and is not a deposit and is not insured by the Federal Deposit Insurance Corporation). THIS CERTIFIES THAT WFS Receivables Corporation 3 is the registered owner of [99%][1%] Certificate Percentage Interest nonassessable, fully-paid, fractional undivided interest in the WFS Financial 2003- 2002-3 Owner Trust (the "Trust") formed by WFS Receivables Corporation, a California corporation (the "Depositor"). The Trust was created pursuant to a Trust Agreement, dated August __, 200 2002, as amended and restated as of August __, 200 2002 (as amended and supplemented from time to time, the "Trust Agreement"), between WFS Receivables Corporation (the Depositor "Depositor") and Chase Manhattan Bank USA, National Association, as owner trustee (the "Owner Trustee"), a summary of certain of the pertinent provisions of which is set forth below. Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the Trust Agreement. This Trust Certificate is one of the duly authorized Trust Certificates designated as "Auto Receivable Backed Certificates" (the "Trust Certificates"). Issued under the Indenture, dated as of August 1, 2002 (the "Indenture"), between the Trust and Deutsche Bank Trust Company Americas (formerly known as Bankers Trust Company), as Indenture Trustee, are seven classes of Notes designated as, "____% Auto Receivable Backed Notes, Class A-1", "____% Auto Receivable Backed Notes, Class A-2", "____% Auto Receivable Backed Notes, Class A-3", "____% Auto Receivable Backed Notes, Class A-4", "____% Auto Receivable Backed Notes, Class B", "____% Auto Receivable Backed Notes, Class C" and "___% Auto Receivable Backed Notes, Class D" (collectively, the "Notes"). This Trust Certificate is issued under and is subject to the terms, provisions and conditions of the Trust Agreement, to which Trust Agreement the Holder of this Trust Certificate by virtue of its acceptance hereof assents and by which such Holder is bound. The property of the Trust includes, among other things, a pool of retail installment sale contracts (the "Contracts") for new and used automobiles and light duty trucks (the "Financed Vehicles"). Under the Trust Agreement, there will be distributed on the 20th of each month or, if any such day is not a Business Day, the next succeeding Business Day (each, a "Distribution Date"), commencing on September 20, 2002 and ending no later than ______, 20__ to the person in whose name this Trust Certificate is registered at the close of business on the last calendar day immediately preceding the related Distribution Date (the "Record Date"), such Certificateholder's Certificate Percentage Interest in the amount to be distributed to Certificateholders on such Distribution Date. The holder of this Trust Certificate acknowledges and agrees that its rights to receive distributions in respect of this Trust Certificate are subordinated to the rights of the Noteholders to the extent described in the Sale and Servicing Agreement and the Indenture. It is the intent of the Seller, the Master Servicer and the Certificateholders that, for purposes of federal income, state and local income and single business tax and any other income taxes, the Trust will be disregarded for tax purposes or treated as a partnership and the Certificateholders (including the Depositor) will be taxable individually or as partners in a partnership. The Depositor and the other Certificateholders, by acceptance of a Trust Certificate, agree to treat, and to take no action inconsistent with the treatment of, the Trust Certificates for such tax purposes as partnership interests in the Trust. Each Certificateholder, by its acceptance of a Trust Certificate covenants and agrees that such Certificateholder will not at any time institute against the Trust, the Seller or the Depositor, or join in any institution against the Trust, the Seller or the Depositor of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Trust Certificates, the Notes, the Trust Agreement or any of the other Basic Documents. Distributions on this Trust Certificate will be made as provided in the Trust Agreement by the Owner Trustee by wire transfer or check mailed to the Certificateholder of record in the Certificate Register without the presentation or surrender of this Trust Certificate or the making of any notation hereon. Except as otherwise provided in the Trust Agreement and notwithstanding the above, the final distribution on this Trust Certificate will be made after due notice by the Owner Trustee of the pendency of such distribution and only upon presentation and surrender of this Trust Certificate at the office of the Paying Agent or the office or agency maintained for that purpose by the Owner Trustee in The City of New York. Reference is hereby made to the further provisions of this Trust Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon shall have been executed by an authorized officer of the Owner Trustee, by manual signature, this Trust Certificate shall not entitle the holder hereof to any benefit under the Trust Agreement or any other Basic Document or be valid for any purpose. THIS TRUST CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. [REVERSE OF CERTIFICATE] The Trust Certificates do not represent an obligation of, or an interest in, the Seller, the Depositor, the Master Servicer, the Owner Trustee or any of their respective Affiliates and no recourse may be had against such parties or their assets, except as expressly set forth or contemplated herein or in the Trust Agreement or the other Basic Documents. In addition, this Trust Certificate is not guaranteed by any governmental agency or instrumentality and is limited in right of payment to certain collections and recoveries with respect to the Contracts (and certain other amounts), in each case as more specifically set forth herein and in the Sale and Servicing Agreement. Copies of the Sale and Servicing Agreement and the Trust Agreement may be examined by any Certificateholder upon written request during normal business hours at the principal office of the Depositor and at such other places, if any, designated by the Depositor. The Trust Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the parties thereto and the rights of the Certificateholders under the Trust Agreement at any time by the parties thereto with the consent of Holders of Trust Certificates evidencing not less than 51% of the aggregate Certificate Percentage Interest and, if such amendment materially and adversely affects the interests of the Noteholders, with the consent of Holders of Notes evidencing not less than 51% of the Outstanding Amount of the Notes. Any such consent by the Holder of this Trust Certificate shall be conclusive and binding on such Holder and on all future Holders of this Trust Certificate and of any Trust Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent is made upon this Trust Certificate. The Trust Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Trust Certificates or the Notes. As provided in the Trust Agreement and subject to certain limitations therein set forth, the transfer of this Trust Certificate is registerable in the Certificate Register upon surrender of this Trust Certificate for registration of transfer at the offices or agencies of the Certificate Registrar maintained in The City of New York, accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Trust Certificates evidencing the same aggregate interest in the Trust will be issued to the designated transferee. The initial Certificate Registrar appointed under the Trust Agreement is JP Morgan Chase Bank. As provided in the Trust Agreement and suxxxxx xx cxxxxxn limitations therein set forth, Trust Certificates are exchangeable for new Trust Certificates evidencing the same Certificate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge payable in connection therewith. The Owner Trustee, the Certificate Registrar, the Paying Agent and any of their respective agents may treat the Person in whose name this Trust Certificate is registered as the owner hereof for all purposes, and none of the Owner Trustee, the Certificate Registrar, the Paying Agent or any such agent shall be affected by any notice to the contrary. The obligations and responsibilities created by the Trust Agreement and the Trust created thereby shall terminate upon the payment to Certificateholders of all amounts required to be paid to them pursuant to the Trust Agreement and the Sale and Servicing Agreement and the disposition of all property held as part of the Trust Estate. As provided in the Sale and Servicing Agreement, on any Distribution Date the holders of Certificates will have the option to exercise an Optional Repurchase right with respect to Contracts randomly selected by the Master Servicer. Such repurchase may effect early retirement of the Trust Certificates. The sum of the Principal Balances of the Contracts repurchased pursuant Optional Repurchases shall not exceed $____________. The Seller may at the Seller's option purchase the Trust Estate at a price specified in the Sale and Servicing Agreement, and such purchase of the Contracts and other property of the Trust will effect early retirement of the Trust Certificates; however, such right of purchase is exercisable only as of any Distribution Date as of which the sum of Principal Balances of the Contracts is less than or equal to $_____________. The Trust Certificates may not be acquired by a Benefit Plan. By accepting and holding this Trust Certificate, the Holder hereof shall be deemed to have represented and warranted that it is not a Benefit Plan and is not acquiring this Trust Certificate or an interest therein for the account of a Benefit Plan. Any person who is not an affiliate of the Seller and acquires more than 49.9% of the Trust Certificates will be deemed to represent that it is not a party in interest (within the meaning of ERISA) or a disqualified person (within the meaning of section 4975(e)(2) of the Code) with respect to any Benefit Plan, other than a Benefit Plan that it sponsors for the benefit of its employees, and that no plan with respect to which it is a party in interest has or will acquire any interest in the Notes.

XX XXXXXXX XXXXXXX. xxx undexxxxxxxuxxxxxxxxxx, xxxxx xxx xxxx xxxxxxx xf xxxxxxe of the Trust, has executed this Certificate of Trust as of the date first above written. CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION, not in its individual capacity but solely as Owner Trustee By: ------------------------------------- :_______________________________________ Name: Title: EXHIBIT B THIS TRUST CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE NOTES TO THE EXTENT DESCRIBED IN THE INDENTURE REFERRED TO HEREIN. [TO BE INSERTED ON THE RETAINED CERTIFICATE-- CERTIFICATE -- THIS TRUST CERTIFICATE IS NON-TRANSFERABLE EXCEPT AS PROVIDED IN SECTION 3.10 OF THE TRUST AGREEMENT] WFS FINANCIAL 20032004-1 3 OWNER TRUST AUTO RECEIVABLE BACKED CERTIFICATE evidencing a fractional undivided interest in the Trust, as defined below, the property of which includes, among other things, a pool of retail installment sale contracts secured by new and used automobiles and light duty trucks transferred to the Trust by WFS Receivables Corporation 3, a California corporation (the "Depositor"). (This Trust Certificate does not represent an interest in or obligation of WFS Financial Inc.Inc, the Depositor or any of their respective affiliates, and is not a deposit and is not insured by the Federal Deposit Insurance Corporation). THIS CERTIFIES THAT WFS Receivables Corporation 3 is the registered owner of [99%][1%] Certificate Percentage Interest nonassessable, fully-paid, fractional undivided interest in the WFS Financial 2003- 2004-3 Owner Trust (the "Trust") formed by the Depositor. The Trust was created pursuant to a Trust Agreement, dated as of July 12, 200 2004, as amended and restated as of August 5, 200 2004 (as amended and supplemented from time to time, the "Trust Agreement"), between the Depositor and Chase Manhattan Bank USA, National Association, as owner trustee (the "Owner Trustee"), a summary of certain of the pertinent provisions of which is set forth below. Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the Trust Agreement.

XX XXXXXXX XXXXXXX. xxx undexxxxxxxunxxxxxxxxx, xxxxx xxx xxxx xxxxxxx xf of the Trust, has executed this Certificate of Trust as of the date first above written. CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION, not in its individual capacity but solely as Owner Trustee By: ------------------------------------- ___________________________________ Name: Title: EXHIBIT B THIS TRUST CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE NOTES TO THE EXTENT DESCRIBED IN THE INDENTURE REFERRED TO HEREIN. [TO BE INSERTED ON THE RETAINED CERTIFICATE-- THIS TRUST CERTIFICATE IS NON-TRANSFERABLE EXCEPT AS PROVIDED IN SECTION 3.10 OF THE TRUST AGREEMENT] WFS FINANCIAL 20032002-1 3 OWNER TRUST AUTO RECEIVABLE BACKED CERTIFICATE evidencing a fractional undivided interest in the Trust, as defined below, the property of which includes, among other things, a pool of retail installment sale contracts secured by new and used automobiles and light duty trucks transferred to the Trust by WFS Receivables Corporation 3, a California corporation (the "Depositor"). (This Trust Certificate does not represent an interest in or obligation of WFS Financial Inc., the Depositor WFS Receivables Corporation 3 or any of their respective affiliates, and is not a deposit and is not insured by the Federal Deposit Insurance Corporation). THIS CERTIFIES THAT WFS Receivables Corporation 3 is the registered owner of [99%][1%] Certificate Percentage Interest nonassessable, fully-paid, fractional undivided interest in the WFS Financial 2003- 2002-3 Owner Trust (the "Trust") formed by WFS Receivables Corporation 3, a California corporation (the "Depositor"). The Trust was created pursuant to a Trust Agreement, dated August 5, 200 2002, as amended and restated as of August 15, 200 2002 (as amended and supplemented from time to time, the "Trust Agreement"), between WFS Receivables Corporation 3 (the Depositor "Depositor") and Chase Manhattan Bank USA, National Association, as owner trustee (the "Owner Trustee"), a summary of certain of the pertinent provisions of which is set forth below. Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the Trust Agreement.