Common use of H-1 Clause in Contracts

H-1. (v) 8 This INDENTURE, dated as of March 1, 1997, is among WFS Financial 1997-A Owner Trust, a Delaware business trust (the "Issuer"), and Bankers Trust Company in its capacity as trustee (the "Trustee") and not in its individual capacity. Each party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the holders of the Issuer's _____% Money Market Auto Receivable Backed Notes, Class A-1 (the "Class A-1 Notes" or the "Money Market Notes"), _____% Auto Receivable Backed Notes, Class A-2 (the "Class A-2 Notes"), _____% Auto Receivable Backed Notes, Class A-3 (the "Class A-3 Notes") and _____% Auto Receivable Backed Notes, Class A-4 (the "Class A-4 Notes" and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "Notes"): GRANTING CLAUSE The Issuer hereby Grants to the Trustee on behalf of the Trust on the Closing Date, on behalf of and for the benefit of the Holders of the Notes, without recourse, all of the Issuer's right, title and interest (exclusive of the amount, if any, allocable to any rebatable insurance premium financed by any Contract) in, to and under (i) the Contracts secured by the Financed Vehicles (which Contracts shall be listed in the Schedule of Contracts); (ii) certain monies due under the Contracts on and after the Cut-Off Date, including, without limitation, all payments of Monthly P&I with respect to any Financed Vehicle to which a Contract relates received on or after the Cut-Off Date and all other proceeds received on or in respect of such Contracts (other than payments of Monthly P&I due prior to the Cut-Off Date); (iii) security interests in the Financed Vehicles; (iv) a financial guaranty insurance policy to be issued by Financial Security for the exclusive benefit of Noteholders, which will unconditionally and irrevocably guarantee payment of the Scheduled Payments on each Distribution Date; (v) amounts on deposit in the Collection Account, the Note Distribution Account, the Spread Account and the Holding Account, including all Eligible Investments therein and all income from the investment of funds therein and all proceeds therefrom; (vi) proceeds from claims under certain insurance policies in respect of individual Financed Vehicles or obligors under the Contracts; (vii) certain rights under the Sale and Servicing Agreement; (viii) the protective security interest in certain of the above-described property granted by the Seller in favor of the Issuer; (ix) all present and future claims, demands, causes and choses in action in respect of any or all of the foregoing; and (x) all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (as each such defined term is defined in Section 1.01) (collectively, the "Collateral"). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. 9 The Trustee, as Trustee on behalf of the Holders of the Notes, acknowledges such Granx, xxcepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture to the best of its ability to the end that the interests of the Holders of the Notes may be adequately and effectively protected.

H-1. (v) 8 7 This INDENTUREIndenture, dated as of March October 1, 19971999, is among WFS Financial 19971999-A C Owner Trust, a Delaware business trust (the "Issuer"), and Bankers Trust Company Company, a New York banking corporation, in its capacity as trustee (the "Trustee") and not in its individual capacity. Each party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the holders of the Issuer's _____% Money Market Auto Receivable Backed Notes, Class A-1 (the "Class A-1 Notes" or the "Money Market Notes"), _____% Auto Receivable Backed Notes, Class A-2 (the "Class A-2 Notes"), _____% Auto Receivable Backed Notes, Class A-3 (the "Class A-3 Notes") " and _____% Auto Receivable Backed Notes, Class A-4 (the "Class A-4 Notes" and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 A-2 Notes, the "Notes"): GRANTING CLAUSE The Issuer hereby Grants to the Trustee on behalf of the Trust on the Closing Date, on behalf of and for the benefit of the Holders of the Notes, without recourse, all of the Issuer's right, title and interest (exclusive of the amount, if any, allocable to any rebatable insurance premium financed by any Contract) in, to and under (i) the Contracts secured by the Financed Vehicles (which Contracts shall be listed in the Schedule of Contracts); (ii) certain monies due under the Contracts on and after the Cut-Off DateOctober 1, 1999, including, without limitation, all payments of Monthly P&I with respect to any Financed Vehicle to which a Contract relates received on or after the Cut-Off Date October 1, 1999 and all other proceeds received on or in respect of such Contracts (other than payments of Monthly P&I due prior to the Cut-Off Date)October 1, 1999; (iii) security interests in the Financed Vehicles; (iv) a financial guaranty insurance policy to be issued by Financial Security for the exclusive benefit of Noteholders, which will unconditionally and irrevocably guarantee payment of the Scheduled Payments on each Distribution Date; (v) amounts on deposit in the Collection Account, the Note Distribution Account, the Spread Account and the Holding Account, including all Eligible Investments therein and all income from the investment of funds therein and all proceeds therefrom; (vi) proceeds from claims under certain insurance policies in respect of individual Financed Vehicles or obligors under the Contracts; (vii) certain rights under the Sale and Servicing Agreement; (viii) the protective security interest in certain of the above-described property granted by the Seller in favor of the Issuer; (ix) all present and future claims, demands, causes and choses in action in respect of any or all of the foregoing; and (x) all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (as each such defined term is defined in Section 1.01) (collectively, the "Collateral"). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. 9 The Trustee, as Trustee on behalf of the Holders of the Notes, acknowledges such GranxGrant, xxcepts accepts the trusts under this Indenture in accordance with the provisions of this Indenture and 8 agrees to perform its duties required in this Indenture to the best of its ability to the end that the interests of the Holders of the Notes may be adequately and effectively protected.

H-1. (v) 8 This INDENTUREIndenture, dated as of March May 1, 19972002, is among between WFS Financial 19972002-A 2 Owner Trust, a Delaware business trust (the "Issuer"), and Deutsche Bank Trust Company Americas (formerly known as Bankers Trust Company Company), a New York banking corporation, in its capacity as trustee (the "Trustee") and not in its individual capacity. Each party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the holders of the Issuer's _____1.938% Money Market Auto Receivable Backed Notes, Class A-1 (the "Class A-1 Notes" or the "Money Market Notes"), _____2.82% Auto Receivable Backed Notes, Class A-2 (the "Class A-2 Notes"), _____3.81% Auto Receivable Backed Notes, Class A-3 (the "Class A-3 Notes") and _____4.50% Auto Receivable Backed Notes, Class A-4 (the "Class A-4 Notes" and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "Notes"): GRANTING CLAUSE The Issuer hereby Grants to the Trustee on behalf of the Trust on the Closing Date, on behalf of and for the benefit of the Holders of the Notes, without recourse, all of the Issuer's right, title and interest (exclusive of the amount, if any, allocable to any rebatable insurance premium financed by any Contract) in, to and under (i) the Contracts secured by the Financed Vehicles (which Contracts shall be listed in the Schedule of Contracts); (ii) certain monies due under the Contracts on and after the Cut-Off DateMay 30, 2002, including, without limitation, all payments of Monthly P&I with respect to any Financed Vehicle to which a Contract relates received on or after the Cut-Off Date May 30, 2002 and all other proceeds received on or in respect of such Contracts (other than payments of Monthly P&I due prior to the Cut-Off Date)Contracts; (iii) security interests in the Financed Vehicles; (iv) a financial guaranty insurance policy to be issued by Financial Security for the exclusive benefit of Noteholders, which will unconditionally and irrevocably guarantee payment of the Scheduled Payments on each Distribution Date; (v) amounts on deposit in the Collection Account, the Note Distribution Account, the Spread Account and the Holding Spread Account, including all Eligible Investments therein and all income from the investment of funds therein and all proceeds therefrom; (vi) proceeds from claims under certain insurance policies in respect of individual Financed Vehicles or obligors under the Contracts; (vii) certain rights under the Sale and Servicing Agreement; (viii) the protective security interest in certain of the above-described property granted by the Seller in favor of the Issuer; (ix) all present and future claims, demands, causes and choses in action in respect of any or all of the foregoing; and (x) all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (as each such defined term is defined in Section 1.01) (collectively, the "Collateral"). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. 9 The Trustee, as Trustee on behalf of the Holders of the Notes, acknowledges such GranxGrant, xxcepts accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture to the best of its ability to the end that the interests of the Holders of the Notes may be adequately and effectively protected. This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Contracts in favor of the Trustee, which security interest is prior to all other Liens, subject to the Insurance Agreement, and is enforceable as such as against creditors of and purchasers from the Issuer.

H-1. (v) 8 10 This INDENTUREIndenture, dated as of March September 1, 19971999, is among WFS Financial 19971999-A C Owner Trust, a Delaware business trust (the "Issuer"), and Bankers Trust Company Company, a New York banking corporation, in its capacity as trustee (the "Trustee") and not in its individual capacity. Each party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the holders of the Issuer's _____% Money Market Auto Receivable Backed Notes, Class A-1 (the "Class A-1 Notes" or the "Money Market Notes"), _____% Auto Receivable Backed Notes, Class A-2 (the "Class A-2 Notes"), _____% Auto Receivable Backed Notes, Class A-3 (the "Class A-3 Notes") and ), _____% Auto Receivable Backed Notes, Notes and Class A-4 (the "Class A-4 Notes" and, and together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "Notes"): GRANTING CLAUSE The Issuer hereby Grants to the Trustee on behalf of the Trust on the Closing Date, on behalf of and for the benefit of the Holders of the Notes, without recourse, all of the Issuer's right, title and interest (exclusive of the amount, if any, allocable to any rebatable insurance premium financed by any Contract) in, to and under (i) the Contracts secured by the Financed Vehicles (which Contracts shall be listed in the Schedule of Contracts); (ii) certain monies due under the Contracts on and after the Cut-Off DateSeptember 1, 1999, including, without limitation, all payments of Monthly P&I with respect to any Financed Vehicle to which a Contract relates received on or after the Cut-Off Date September 1, 1999 and all other proceeds received on or in respect of such Contracts (other than payments of Monthly P&I due prior to the Cut-Off Date)September 1, 1999; (iii) security interests in the Financed Vehicles; (iv) a financial guaranty insurance policy to be issued by Financial Security for the exclusive benefit of Noteholders, which will unconditionally and irrevocably guarantee payment of the Scheduled Payments on each Distribution Date; (v) amounts on deposit in the Collection Account, the Note Distribution Account, the Spread Account and the Holding Account, including all Eligible Investments therein and all income from the investment of funds therein and all proceeds therefrom; (vi) proceeds from claims under certain insurance policies in respect of individual Financed Vehicles or obligors under the Contracts; (vii) certain rights under the Sale and Servicing Agreement; (viii) the protective security interest in certain of the above-described property granted by the Seller in favor of the Issuer; (ix) all present and future claims, demands, causes and choses in action in respect of any or all of the foregoing; and (x) all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (as each such defined term is defined in Section 1.01) (collectively, the "Collateral"). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, 11 priority or distinction, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. 9 The Trustee, as Trustee on behalf of the Holders of the Notes, acknowledges such GranxGrant, xxcepts accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture to the best of its ability to the end that the interests of the Holders of the Notes may be adequately and effectively protected.

H-1. (v) 8 This INDENTUREIndenture, dated as of March August 1, 19972001, is among between WFS Financial 19972001-A C Owner Trust, a Delaware business trust (the "Issuer"), and Bankers Trust Company Company, a New York banking corporation, in its capacity as trustee (the "Trustee") and not in its individual capacity. Each party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the holders of the Issuer's _____3.63625% Money Market Auto Receivable Backed Notes, Class A-1 (the "Class A-1 Notes" or the "Money Market Notes"), _____3.97% Auto Receivable Backed Notes, Class A-2 (the "Class A-2 Notes"), _____% Floating Rate Auto Receivable Backed Notes, Class A-3 (the "Class A-3 Notes") and _____5.18% Auto Receivable Backed Notes, Class A-4 (the "Class A-4 Notes" and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "Notes"): GRANTING CLAUSE The Issuer hereby Grants to the Trustee on behalf of the Trust on the Closing Date, on behalf of and for the benefit of the Holders of the Notes, without recourse, all of the Issuer's right, title and interest (exclusive of the amount, if any, allocable to any rebatable insurance premium financed by any Contract) in, to and under (i) the Contracts secured by the Financed Vehicles (which Contracts shall be listed in the Schedule of Contracts); (ii) certain monies due under the Contracts on and after the Cut-Off DateAugust 1, 2001, including, without limitation, all payments of Monthly P&I with respect to any Financed Vehicle to which a Contract relates received on or after the Cut-Off Date August 1, 2001 and all other proceeds received on or in respect of such Contracts (other than payments of Monthly P&I due prior to the Cut-Off DateAugust 1, 2001); (iii) security interests in the Financed Vehicles; (iv) a financial guaranty insurance policy to be issued by Financial Security for the exclusive benefit of Noteholders, which will unconditionally and irrevocably guarantee payment of the Scheduled Payments on each Distribution Date; (v) amounts on deposit in the Collection Account, the Note Distribution Account, the Spread Account and the Holding Account, including all Eligible Investments therein and all income from the investment of funds therein and all proceeds therefrom; (vi) the Issuer's interest in the Interest Rate Swap Agreement; (vii) proceeds from claims under certain insurance policies in respect of individual Financed Vehicles or obligors under the Contracts; (viiviii) certain rights under the Sale and Servicing Agreement; (viiiix) the protective security interest in certain of the above-described property granted by the Seller in favor of the Issuer; (ixx) all present and future claims, demands, causes and choses in action in respect of any or all of the foregoing; and (xxi) all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (as each such defined term is defined in Section 1.01) (collectively, the "Collateral"). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. 9 The Trustee, as Trustee on behalf of the Holders of the Notes, acknowledges such GranxGrant, xxcepts accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture to the best of its ability to the end that the interests of the Holders of the Notes may be adequately and effectively protected. This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Contracts in favor of the Trustee, which security interest is prior to all other Liens, subject to the Insurance Agreement, and is enforceable as such as against creditors of and purchasers from the Issuer.

H-1. (v) 8 This INDENTUREIndenture, dated as of March December 1, 1997, is among WFS Financial 1997-A D Owner Trust, a Delaware business trust (the "Issuer"), and Bankers Trust Company Company, a New York banking corporation, in its capacity as trustee (the "Trustee") and not in its individual capacity. Each party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the holders of the Issuer's _____% Money Market Auto Receivable Backed Notes, Class A-1 (the "Class A-1 Notes" or the "Money Market Notes"), _____% Auto Receivable Backed Notes, Class A-2 (the "Class A-2 Notes"), _____% Auto Receivable Backed Notes, Class A-3 (the "Class A-3 Notes") and _____% Auto Receivable Backed Notes, Class A-4 (the "Class A-4 Notes" and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "Notes"): GRANTING CLAUSE The Issuer hereby Grants to the Trustee on behalf of the Trust on the Closing Date, on behalf of and for the benefit of the Holders of the Notes, without recourse, all of the Issuer's right, title and interest (exclusive of the amount, if any, allocable to any rebatable insurance premium financed by any Contract) in, to and under (i) the Contracts secured by the Financed Vehicles (which Contracts shall be listed in the Schedule of Contracts); (ii) certain monies due under the Contracts on and after the Cut-Off DateDecember 1, 1997, including, without limitation, all payments of Monthly P&I with respect to any Financed Vehicle to which a Contract relates received on or after the Cut-Off Date December 1, 1997 and all other proceeds received on or in respect of such Contracts (other than payments of Monthly P&I due prior to the Cut-Off DateDecember 1, 1997); (iii) security interests in the Financed Vehicles; (iv) a financial guaranty insurance policy to be issued by Financial Security for the exclusive benefit of Noteholders, which will unconditionally and irrevocably guarantee payment of the Scheduled Payments on each Distribution Date; (v) amounts on deposit in the Collection Account, the Note Distribution Account, the Spread Account and the Holding Account, including all Eligible Investments therein and all income from the investment of funds therein and all proceeds therefrom; (vi) proceeds from claims under certain insurance policies in respect of individual Financed Vehicles or obligors under the Contracts; (vii) certain rights under the Sale and Servicing Agreement; (viii) the protective security interest in certain of the above-described property granted by the Seller in favor of the Issuer; (ix) all present and future claims, demands, causes and choses in action in respect of any or all of the foregoing; and (x) all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (as each such defined term is defined in Section 1.01) (collectively, the "Collateral"). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. 9 The Trustee, as Trustee on behalf of the Holders of the Notes, acknowledges such GranxGrant, xxcepts accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture to the best of its ability to the end that the interests of the Holders of the Notes may be adequately and effectively protected.

H-1. (v) 8 7 This INDENTUREIndenture, dated as of March 1_________ __, 19971998, is among WFS Financial 19971998-A D Owner Trust, a Delaware business trust (the "Issuer"), and Bankers Trust Company Company, a New York banking corporation, in its capacity as trustee (the "Trustee") and not in its individual capacity. Each party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the holders of the Issuer's _____% Money Market .___% Auto Receivable Backed Notes, Class A-1 (the "Class A-1 Notes" or the "Money Market Notes"), _____% .___% Auto Receivable Backed Notes, Class A-2 (the "Class A-2 Notes"), _____% .___% Auto Receivable Backed Notes, Class A-3 (the "Class A-3 Notes") and _____% .___% Auto Receivable Backed Notes, Class A-4 (the "Class A-4 Notes" and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "Notes"): GRANTING CLAUSE The Issuer hereby Grants to the Trustee on behalf of the Trust on the Closing Date, on behalf of and for the benefit of the Holders of the Notes, without recourse, all of the Issuer's right, title and interest (exclusive of the amount, if any, allocable to any rebatable insurance premium financed by any Contract) in, to and under (i) the Contracts secured by the Financed Vehicles (which Contracts shall be listed in the Schedule of Contracts); (ii) certain monies due under the Contracts on and after the Cut-Off Date_________ __, 1998, including, without limitation, all payments of Monthly P&I with respect to any Financed Vehicle to which a Contract relates received on or after the Cut-Off Date _________ __, 1998 and all other proceeds received on or in respect of such Contracts (other than payments of Monthly P&I due prior to the Cut-Off Date)_________ __, 1998; (iii) security interests in the Financed Vehicles; (iv) a financial guaranty insurance policy to be issued by Financial Security for the exclusive benefit of Noteholders, which will unconditionally and irrevocably guarantee payment of the Scheduled Payments on each Distribution Date; (v) amounts on deposit in the Collection Account, the Note Distribution Account, the Spread Account and the Holding Account, including all Eligible Investments therein and all income from the investment of funds therein and all proceeds therefrom; (vi) proceeds from claims under certain insurance policies in respect of individual Financed Vehicles or obligors under the Contracts; (vii) certain rights under the Sale and Servicing Agreement; (viii) the protective security interest in certain of the above-described property granted by the Seller in favor of the Issuer; (ix) all present and future claims, demands, causes and choses in action in respect of any or all of the foregoing; and (x) all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (as each such defined term is defined in Section 1.01) (collectively, the "Collateral"). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. 9 The Trustee, as Trustee on behalf of the Holders of the Notes, acknowledges such GranxGrant, xxcepts accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture to the best of its ability to the end that the interests of the Holders of the Notes may be adequately and effectively protected.

H-1. (v) 8 This INDENTUREIndenture, dated as of March 1_________ __, 19971999, is among WFS Financial 19971999-A Owner Trust, a Delaware business trust (the "Issuer"), and Bankers Trust Company Company, a New York banking corporation, in its capacity as trustee (the "Trustee") and not in its individual capacity. Each party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the holders of the Issuer's _____% Money Market .___% Auto Receivable Backed Notes, Class A-1 (the "Class A-1 Notes" or the "Money Market Notes"), _____% .___% Auto Receivable Backed Notes, Class A-2 (the "Class A-2 Notes"), _____% .___% Auto Receivable Backed Notes, Class A-3 (the "Class A-3 Notes") and _____% .___% Auto Receivable Backed Notes, Class A-4 (the "Class A-4 Notes" and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "Notes"): GRANTING CLAUSE The Issuer hereby Grants to the Trustee on behalf of the Trust on the Closing Date, on behalf of and for the benefit of the Holders of the Notes, without recourse, all of the Issuer's right, title and interest (exclusive of the amount, if any, allocable to any rebatable insurance premium financed by any Contract) in, to and under (i) the Contracts secured by the Financed Vehicles (which Contracts shall be listed in the Schedule of Contracts); (ii) certain monies due under the Contracts on and after the Cut-Off Date_________ __, 1999, including, without limitation, all payments of Monthly P&I with respect to any Financed Vehicle to which a Contract relates received on or after the Cut-Off Date _________ __, 1999 and all other proceeds received on or in respect of such Contracts (other than payments of Monthly P&I due prior to the Cut-Off Date)_________ __, 1999; (iii) security interests in the Financed Vehicles; (iv) a financial guaranty insurance policy to be issued by Financial Security for the exclusive benefit of Noteholders, which will unconditionally and irrevocably guarantee payment of the Scheduled Payments on each Distribution Date; (v) amounts on deposit in the Collection Account, the Note Distribution Account, the Spread Account and the Holding Account, including all Eligible Investments therein and all income from the investment of funds therein and all proceeds therefrom; (vi) proceeds from claims under certain insurance policies in respect of individual Financed Vehicles or obligors under the Contracts; (vii) certain rights under the Sale and Servicing Agreement; (viii) the protective security interest in certain of the above-described property granted by the Seller in favor of the Issuer; (ix) all present and future claims, demands, causes and choses in action in respect of any or all of the foregoing; and (x) all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (as each such defined term is defined in Section 1.01) (collectively, the "Collateral"). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. 9 The Trustee, as Trustee on behalf of the Holders of the Notes, acknowledges such GranxGrant, xxcepts accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture to the best of its ability to the end that the interests of the Holders of the Notes may be adequately and effectively protected.

H-1. (v) 8 This INDENTUREIndenture, dated as of March August 1, 19972000, is among between WFS Financial 1997-A 2000- Owner Trust, a Delaware business trust (the "Issuer"), and Bankers Trust Company Company, a New York banking corporation, in its capacity as trustee (the "Trustee") and not in its individual capacity. Each party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the holders of the Issuer's _____% Money Market Auto Receivable Backed Notes, Class A-1 (the "Class A-1 Notes" or the "Money Market Notes"), _____% Auto Receivable Backed Notes, Class A-2 (the "Class A-2 Notes"), _____% Auto Receivable Backed Notes, Class A-3 (the "Class A-3 Notes") and _____% Auto Receivable Backed Notes, Class A-4 (the "Class A-4 Notes" and, and together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "Notes"): GRANTING CLAUSE The Issuer hereby Grants to the Trustee on behalf of the Trust on the Closing Date, on behalf of and for the benefit of the Holders of the Notes, without recourse, all of the Issuer's right, title and interest (exclusive of the amount, if any, allocable to any rebatable insurance premium financed by any Contract) in, to and under (i) the Contracts secured by the Financed Vehicles (which Contracts shall be listed in the Schedule of Contracts); (ii) certain monies due under the Contracts on and after the Cut-Off Date____________, 2000, including, without limitation, all payments of Monthly P&I with respect to any Financed Vehicle to which a Contract relates received on or after the Cut-Off Date _________, 2000 and all other proceeds received on or in respect of such Contracts (other than payments of Monthly P&I due prior to the Cut-Off Date)___________, 2000; (iii) security interests in the Financed Vehicles; (iv) a financial guaranty insurance policy to be issued by Financial Security for the exclusive benefit of Noteholders, which will unconditionally and irrevocably guarantee payment of the Scheduled Payments on each Distribution Date; (v) amounts on deposit in the Collection Account, the Note Distribution Account, the Spread Account and the Holding Account, including all Eligible Investments therein and all income from the investment of funds therein and all proceeds therefrom; (vi) proceeds from claims under certain insurance policies in respect of individual Financed Vehicles or obligors under the Contracts; (vii) certain rights under the Sale and Servicing Agreement; (viii) the protective security interest in certain of the above-described property granted by the Seller in favor of the Issuer; (ix) all present and future claims, demands, causes and choses in action in respect of any or all of the foregoing; and (x) all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (as each such defined term is defined in Section 1.01) (collectively, the "Collateral"). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. 9 The Trustee, as Trustee on behalf of the Holders of the Notes, acknowledges such GranxGrant, xxcepts accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture to the best of its ability to the end that the interests of the Holders of the Notes may be adequately and effectively protected.