EXHIBIT 10.2
SECOND TIER SUBSEQUENT ASSIGNMENT
FOR VALUE RECEIVED, WFS RECEIVABLES CORPORATION 3, a California
corporation (the "Seller"), hereby sells, transfers and assigns to the WFS
FINANCIAL 2004-3 OWNER TRUST, a Delaware statutory trust (the "Buyer"), without
recourse, subject to and in accordance with the provisions of the Sale and
Servicing Agreement dated as of August 1, 2004 (the "Sale and Servicing
Agreement") by and among the Buyer, the Seller, and WFS Financial Inc ("WFS")
all of the right, title and interest, as described in Article Two of the Sale
and Servicing Agreement, of the Seller in, to and under the Subsequent Contracts
listed on the Schedule of Contracts to this Second Tier Subsequent Assignment.
The Seller warrants to the Buyer that the rights, titles and interests assigned
hereby are not subject to any lien, claim or encumbrance. Although the parties
intend, and have expressly so stated, that the conveyance of the Seller's right,
title and interest in, to and under the Subsequent Contracts pursuant to this
Second Tier Subsequent Assignment shall constitute a purchase and sale and not a
financing, in order to protect the Buyer in the event that, despite such express
intention that the transaction be treated as a sale, such conveyance is instead
deemed to be a financing, the Seller hereby grants to the Buyer a first priority
security interest in all of the Seller's right, title and interest in, to and
under the Subsequent Contracts, including all proceeds thereof to secure the
repayment of such financing, all of Seller's rights under the First Tier
Subsequent Assignment, and agrees this Second Tier Subsequent Assignment shall
constitute a security agreement under applicable law. All capitalized terms used
in this Second Tier Subsequent Assignment and not defined herein shall have the
meanings assigned to such terms in the Sale and Servicing Agreement. The Seller
hereby additionally represents and warrants to the Buyer that all
representations and warranties of the Seller with respect to the Subsequent
Contracts in Section 3.01(b) of the Sale and Servicing Agreement are true and
correct as of the date hereof and on the Subsequent Transfer Date.
Notwithstanding anything contained herein to the contrary, this
instrument has been countersigned by Chase Manhattan Bank USA, National
Association not in its individual capacity but solely in its capacity as Owner
Trustee of the Buyer, and in no event shall Chase Manhattan Bank USA, National
Association in its individual capacity or any beneficial owner of the Buyer have
any liability for the representations, warranties, covenants, agreements, or
other obligations of the Buyer hereunder, as to all of which recourse shall be
had solely to the assets of the Buyer.
Dated: 08/19/04 WFS RECEIVABLES CORPORATION 3
/s/ XXXX XXXXXXXX
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By: Xxxx Xxxxxxxx
Its: President
Accepted: WFS FINANCIAL 2004-3 OWNER TRUST
By: CHASE MANHATTAN BANK USA,
NATIONAL ASSOCIATION,
Not in its individual capacity but solely
as Owner Trustee on behalf of the Trust
/s/ Xxxxx X. Xxxxxx
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By: Xxxxx X. Xxxxxx
Its: Assistant Vice President
SCHEDULE OF CONTRACTS
(Schedule of Contracts and terms of sale for Subsequent Contracts
sold on August 19, 2004, the Subsequent Transfer Date)
Closing Date: 8/19/04
Number of Contracts Sold: 8,285
Aggregate Principal Balance of Contracts Sold: $150,000,000.15
Purchase Price of Contracts Sold: $150,000,000.15
List of Contracts sold attached as print-out or on Cd-Rom CD-Rom
