SECOND TIER SUBSEQUENT ASSIGNMENT
EXHIBIT 10.2
FOR VALUE RECEIVED, WFS RECEIVABLES CORPORATION 3, a California corporation (the “Seller”),
hereby sells, transfers and assigns to the WFS FINANCIAL 2005-3 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 July 1, 2005 (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 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 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: August 17, 2005 | WFS RECEIVABLES CORPORATION 3 |
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| By: | Xxxx Xxxxxxxx | |||
| Its: | President | |||
| Accepted: | WFS FINANCIAL 2005-3 OWNER TRUST |
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| By: | CHASE BANK USA, NATIONAL ASSOCIATION, Not in its individual capacity but solely as Owner Trustee on behalf of the Trust |
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| By: | ||||
| Its: | ||||
SCHEDULE OF CONTRACTS
(Schedule of Contracts and terms of sale for Subsequent Contracts
sold on August 17, 2005, the Subsequent Transfer Date)
(Schedule of Contracts and terms of sale for Subsequent Contracts
sold on August 17, 2005, the Subsequent Transfer Date)
Closing Date:
|
8/17/05 | |||
Number of Contracts Sold:
|
23,257 | |||
Aggregate Principal Balance of Contracts Sold:
|
$ | 437,296,585.11 | ||
Purchase Price of Contracts Sold:
|
$ | 437,296,585.11 | ||
Cash Portion of Purchase Price:
|
$ | 437,296,585.11 | ||
Portion of Purchase Price Financed by Loan Proceeds:
|
None | |||
List of Contracts sold attached as print-out or on Cd-Rom
|
CD-Rom | |||
