Common use of CONVEYANCE OF CONTRACTS Clause in Contracts

CONVEYANCE OF CONTRACTS. (a) In consideration of the Issuer's delivery of the authenticated Notes and Certificates to or upon the order of the Seller, effective upon the Closing Date, the Seller hereby sells, grants, transfers, conveys and assigns to the Issuer, without recourse (except as expressly provided in Section 2.03 hereof), all of the right, title and interest of the Seller in, to and under: (i) the Contracts listed in the Schedule of Contracts; (ii) all monies received under the Contracts on or after the Cut-Off Date; (iii) all Net Liquidation Proceeds and Net Insurance Proceeds with respect to any Financed Vehicle to which a Contract relates received on or after the Cut-Off Date; (iv) the Contract Documents and Contract Files relating to the Contracts (except the Contract Documents and Contract Files for Contracts which have been the subject of a Full Prepayment received on or after the Cut-Off Date but no later than two Business Days prior to the Closing Date, in lieu of which the Seller shall have deposited in or credited to the Collection Account on or prior to the Closing Date an amount equal to such Full Prepayment); (v) the Trust Accounts and all amounts, financial assets and investment property held therein or credited thereto, including, if applicable, all Eligible Investments credited thereto (but excluding (A) the Payahead Account and all amounts, financial assets and investment property held therein or credited thereto, including all Eligible Investments credited thereto and (B) investment income credited to the Collection Account); (vi) the right of the Seller, as purchaser under the Purchase Agreement, to cause Onyx as seller thereunder to repurchase Contracts listed in the Schedule of Contracts under certain circumstances; (vii) any and all security interests of the Seller in the Financed Vehicles and the rights to receive proceeds from claims on certain insurance policies covering the Financed Vehicles or the individual Obligors under each related Contract; (viii) the Seller's right to proceeds under the Blanket Insurance Policy with respect to the Contracts; and (ix) all proceeds in any way delivered with respect to the foregoing, all rights to payments with respect to the foregoing and all rights to enforce the foregoing. The foregoing items of property listed in this Section 2.01, together with the rights of the Indenture Trustee under the Policy, are collectively referred to as the "TRUST PROPERTY". In addition, on or prior to the Closing Date, the Seller shall cause the Insurer to deliver the Policy to the Indenture Trustee for the benefit of the Securityholders. It is the intention of the Seller and the Issuer that the assignment and transfer herein contemplated constitute (and shall be construed and treated for all purposes as) a true and complete sale of the Trust Property (other than the Spread Account and the Policy), conveying good title thereto free and clear of any liens and encumbrances, from the Seller to the Issuer. However, in the event that such conveyance is deemed to be a pledge to secure a loan (in spite of the express intent of the parties hereto that this conveyance constitutes, and shall be construed and treated for all purposes, as a true and complete sale), the Seller hereby grants to the Issuer, for the benefit of the Securityholders and the Insurer, a first priority perfected security interest in all of the Seller's right, title and interest in the Trust Property whether now existing or hereafter created and all proceeds of the foregoing to secure the loan deemed to be made in connection with such pledge and, in such event, this Agreement shall constitute a security agreement under applicable law. (b) As of the Closing Date, the Issuer acknowledges the conveyance to it of the Trust Property from the Seller, including all right, title and interest of the Seller in and to the Trust Property, receipt of which is hereby acknowledged by the Issuer. Concurrently with such delivery and in exchange therefor, the Issuer has pledged to the Indenture Trustee, for the benefit of the Securityholders and the Insurer, the Trust Property and the Indenture Trustee, pursuant to the written instructions of the Issuer, has executed and caused to be authenticated and delivered the Notes to the Seller or its designee, upon the order of the Issuer. In addition, concurrently with such delivery and in exchange therefor, the Owner Trustee, pursuant to the instructions of the Seller, has executed (not in its individual capacity, but solely as Owner Trustee on behalf of the Issuer) and caused to be authenticated and delivered the Certificates to the Seller or its designee, upon the order of the Seller. (c) In connection with the sale of the Contracts pursuant to the Purchase Agreement, Onyx has filed with the office of the Secretary of State of the State of California a UCC-1 financing statement naming Onyx as debtor, naming the Seller as secured party and including the Contracts in the description of the collateral. In connection with the sale of the Contracts pursuant to this Agreement, the Seller has filed or caused to be filed with the Secretary of State of the State of California a UCC-1 financing statement naming the Seller as debtor, naming the Issuer as secured party, naming the Indenture Trustee, on behalf of the Noteholders, as assignee, and including the Contracts in the description of the collateral. In connection with the pledge of the Contracts pursuant to the Indenture, the Trust has filed with the offices of the Secretary of State of the State of Delaware UCC-1 financing statements naming the Trust as debtor and the Indenture Trustee, on behalf of the Noteholders and the Insurer, as secured party. The grant of a security interest to the Indenture Trustee and the rights of the Indenture Trustee in the Contracts shall be governed by the Indenture. The Seller shall have caused UCC-2 termination statements to have been filed with the office of Secretary of State of the State of California terminating any effective UCC-1 financing statements with respect to any outstanding security interests in the Contracts. (d) From time to time, the Servicer shall cause to be taken such actions as are necessary to continue the perfection of the respective interests of the Trust and the Indenture Trustee in the Contracts and to continue the first priority security interest of the Indenture Trustee in the Financed Vehicles and their proceeds (other than, as to such priority, any statutory lien arising by operation of law after the Closing Date which is prior to such interest), including, without limitation, the filing of financing statements, amendments thereto or continuation statements and the making of notations on records or documents of title. (e) If any change in the name, identity or corporate structure of the Seller or Onyx or the relocation of the chief executive office of either of them would make any financing or continuation statement or notice of lien filed under this Agreement or the other Basic Documents misleading within the meaning of applicable provisions of the UCC or any title statute, the Servicer, within the time period required by applicable law, shall file such financing statements or amendments as may be required to preserve and protect the interests of the Trust, the Indenture Trustee, the Securityholders and the Insurer in the Contracts, the related Financed Vehicles and the proceeds thereof. Promptly thereafter, the Servicer shall deliver to the Trust, the Indenture Trustee and the Insurer an Opinion of Counsel stating that, in the opinion of such counsel, all financing statements or amendments necessary fully to preserve and protect the interests of the Trust, the Indenture Trustee, the Securityholders and the Insurer in the Contracts, the related Financed Vehicles and the proceeds thereof have been filed, and reciting the details of such filings. (f) During the term of this Agreement, the Seller and Onyx shall each maintain its chief executive office in one of the states of the United States. (g) The Servicer shall pay all reasonable costs and disbursements in connection with the perfection and the maintenance of perfection, as against all third parties, of the Indenture Trustee's right, title and interest in and to the Contracts and in connection with maintaining the first priority security interest (subject to the security interest of the Insurer pursuant to the Insurance Agreement) in the Financed Vehicles and the proceeds thereof.

CONVEYANCE OF CONTRACTS. (a) In consideration of the Issuer's delivery of the authenticated Notes and Certificates to or upon the order of the SellerSeller of $______________, less the Spread Account Initial Deposit, effective upon the Closing Date, the Seller hereby sells, grants, transfers, assigns and otherwise conveys and assigns to the Issuer, without recourse (except as expressly provided in Section 2.03 hereofsubject to the obligations herein), all of the right, title and interest of the Seller (exclusive of (i) the Retained Yield in respect of the Contracts, and (ii) the amount, if any, allocable to any rebatable insurance premium financed by any Contract) in, to and under: (i) under the Contracts (which Contracts shall be listed in the Schedule of Contracts; ), including, without limitation, all payments of Monthly P&I (iiexclusive of the Retained Yield, which shall be paid directly to the Seller as provided in Section 5.02(b)) all monies received under the Contracts on or due after the Cut-Off Date (excluding the amount allocable to principal and interest due on or prior to the Cut-Off Date; (iii) ); all Net Liquidation Proceeds and Net Insurance Proceeds 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; (iv) ), and any and all security interests in the Financed Vehicles; the Contract Documents and Contract Files relating to the Contracts (except the Contract Documents and Contract Files for Contracts which have been the subject of a Full Prepayment received on or after the Cut-Off Date but no later than two one Business Days Day prior to the Closing Date, in lieu of which the Seller shall have deposited in or credited to the Collection Account on or prior to the Closing Date an amount equal to such Full Prepayment); (v) the Trust Accounts ; and all amounts, financial assets and investment property held therein or credited thereto, including, if applicable, all Eligible Investments credited thereto (but excluding (A) the Payahead Account and all amounts, financial assets and investment property held therein or credited thereto, including all Eligible Investments credited thereto and (B) investment income credited to the Collection Account); (vi) the right of the Seller, as purchaser under the Purchase Agreement, to cause Onyx as seller thereunder to repurchase Contracts listed in the Schedule of Contracts under certain circumstances; (vii) any and all security interests of the Seller in the Financed Vehicles and the rights to receive proceeds from claims on certain insurance policies covering the Financed Vehicles or the individual Obligors under each related Contract; (viii) the Seller's right to proceeds under the Blanket Insurance Policy with respect to the Contracts; and (ix) all proceeds in any way delivered with respect to the foregoing, all rights to payments with respect to the foregoing and all rights to enforce the foregoing. The foregoing items of property listed in this Section 2.01, together with the rights provided that $________ of the Indenture Trustee under principal amount of Contract number __________ is retained by the PolicySeller. (b) The Bank has filed or caused to be filed UCC-1 financing statements, are collectively referred executed by the Bank as debtor, naming WFS as secured party and describing the Contracts originated by the Bank and transferred to as the "TRUST PROPERTY". In addition, WFS on or prior to the Closing Date, Date as collateral with the Seller shall cause the Insurer to deliver the Policy to the Indenture Trustee for the benefit Office of the Securityholders. It is the intention Secretary of State of the Seller and the Issuer that the assignment and transfer herein contemplated constitute (and shall be construed and treated for all purposes as) a true and complete sale State of the Trust Property (other than the Spread Account and the Policy), conveying good title thereto free and clear of any liens and encumbrances, from the Seller to the IssuerCalifornia . However, in the event that such conveyance is deemed to be a pledge to secure a loan (in spite of the express intent of the parties hereto that this conveyance constitutes, and shall be construed and treated for all purposes, as a true and complete sale), the Seller hereby grants to the Issuer, for the benefit of the Securityholders and the Insurer, a first priority perfected security interest in all of the Seller's right, title and interest in the Trust Property whether now existing WFS has filed or hereafter created and all proceeds of the foregoing to secure the loan deemed to be made in connection with such pledge and, in such event, this Agreement shall constitute a security agreement under applicable law. (b) As of the Closing Date, the Issuer acknowledges the conveyance to it of the Trust Property from the Seller, including all right, title and interest of the Seller in and to the Trust Property, receipt of which is hereby acknowledged by the Issuer. Concurrently with such delivery and in exchange therefor, the Issuer has pledged to the Indenture Trustee, for the benefit of the Securityholders and the Insurer, the Trust Property and the Indenture Trustee, pursuant to the written instructions of the Issuer, has executed and caused to be authenticated and delivered the Notes to filed UCC-1 financing statements executed by WFS as debtor, naming the Seller or its designee, upon the order of the Issuer. In addition, concurrently with such delivery as secured party and in exchange therefor, the Owner Trustee, pursuant to the instructions of the Seller, has executed (not in its individual capacity, but solely as Owner Trustee on behalf of the Issuer) and caused to be authenticated and delivered the Certificates to the Seller or its designee, upon the order of the Seller. (c) In connection with the sale of describing the Contracts pursuant to the Purchase Agreement, Onyx has filed as collateral with the office of the Secretary of State of the State of California a UCC-1 financing statement naming Onyx as debtor, naming the Seller as secured party and including the Contracts in the description of the collateralCalifornia. In connection with the sale of the Contracts pursuant to this Agreement, the The Seller has filed or caused to be filed UCC-1 financing statements, executed by the Seller as debtor, naming the Collateral Agent, on behalf of the Insurer, as secured party and describing the Contracts as collateral, with the Office of the Secretary of State of the State of California California. The grant of a security interest to the Collateral Agent on behalf of the Insurer and the rights of the Collateral Agent and the Insurer in respect of such security interest shall be governed by the Insurance Agreement. The Seller has filed or caused to be filed UCC-1 financing statement naming statements, executed by the Seller as debtor, naming the Issuer Owner Trust as secured partyparty and describing the Contracts being sold by it to the Owner Trust as collateral, with the Office of the Secretary of State of the State of California. The Owner Trust has filed or caused to be filed UCC-1 financing statements, executed by the Owner Trust as debtor, naming the Indenture Trustee, on behalf of the Noteholders, as assignee, and including the Contracts in the description of the collateral. In connection with the pledge of the Contracts pursuant to the Indenture, the Trust has filed with the offices of the Secretary of State of the State of Delaware UCC-1 financing statements naming the Trust as debtor and the Indenture Trustee, on behalf of the Noteholders and the Insurer, as secured party. The grant of a security interest to the Indenture Trustee and the rights of the Indenture Trustee in the Contracts shall be governed by the Indenture. The Seller shall have caused UCC-2 termination statements to have been filed with the office of Secretary of State of the State of California terminating any effective UCC-1 financing statements with respect to any outstanding security interests in the Contracts. (d) From time to time, the Servicer shall cause to be taken such actions as are necessary to continue the perfection of the respective interests of the Trust and the Indenture Trustee in the Contracts and to continue the first priority security interest of the Indenture Trustee in the Financed Vehicles and their proceeds (other than, as to such priority, any statutory lien arising by operation of law after the Closing Date which is prior to such interest), including, without limitation, the filing of financing statements, amendments thereto or continuation statements and the making of notations on records or documents of title. (e) If any change in the name, identity or corporate structure of the Seller or Onyx or the relocation of the chief executive office of either of them would make any financing or continuation statement or notice of lien filed under this Agreement or the other Basic Documents misleading within the meaning of applicable provisions of the UCC or any title statute, the Servicer, within the time period required by applicable law, shall file such financing statements or amendments as may be required to preserve and protect the interests of the Trust, the Indenture Trustee, the Securityholders and the Insurer in the Contracts, the related Financed Vehicles and the proceeds thereof. Promptly thereafter, the Servicer shall deliver to the Trust, the Indenture Trustee and the Insurer an Opinion of Counsel stating that, in the opinion of such counsel, all financing statements or amendments necessary fully to preserve and protect the interests of the Trust, the Indenture Trustee, the Securityholders and the Insurer in the Contracts, the related Financed Vehicles and the proceeds thereof have been filed, and reciting the details of such filings. (f) During the term of this Agreement, the Seller and Onyx shall each maintain its chief executive office in one of the states of the United States. (g) The Servicer shall pay all reasonable costs and disbursements in connection with the perfection and the maintenance of perfection, as against all third parties, of the Indenture Trustee's right, title and interest in and to the Contracts and in connection with maintaining the first priority security interest (subject to the security interest of the Insurer pursuant to the Insurance Agreement) in the Financed Vehicles and the proceeds thereof.as

CONVEYANCE OF CONTRACTS. (a) In consideration of the Issuer's delivery of the authenticated Notes and Certificates to or upon the order of the Seller, effective upon Seller of the Closing DateCertificates and $ aggregate principal amount of Notes, the Seller hereby sells, grants, transfers, assigns and otherwise conveys and assigns to the Issuer, without recourse (except as expressly provided in Section 2.03 hereofsubject to the obligations herein), and hereby grants a security interest in all of the its right, title and interest (exclusive of the Seller amount, if any, allocable to any rebatable insurance premium financed by any Contract) in, to and under: (i) under the Contracts (which Contracts shall be listed in the Schedule of Contracts; (ii) ), including, without limitation, all monies payments of Monthly P&I received under the Contracts on or after the Cut-Off Date; (iii) ; all Net Liquidation Proceeds and Net Insurance Proceeds with respect to any Financed Vehicle to which a Contract relates received on or after the Cut-Off Date; (iv) the Contract Documents and Contract Files relating to the Contracts (except the Contract Documents and Contract Files for Contracts which have been the subject of a Full Prepayment received on or after the Cut-Off Date but no later and all other proceeds received on or in respect of such Contracts (other than two Business Days prior to the Closing Date, in lieu payments of which the Seller shall have deposited in or credited to the Collection Account Monthly P&I received on or prior to the Closing Date an amount equal to such Full Prepayment); (vCut-Off Date) the Trust Accounts and all amounts, financial assets and investment property held therein or credited thereto, including, if applicable, all Eligible Investments credited thereto (but excluding (A) the Payahead Account and all amounts, financial assets and investment property held therein or credited thereto, including all Eligible Investments credited thereto and (B) investment income credited to the Collection Account); (vi) the right of the Seller, as purchaser under the Purchase Agreement, to cause Onyx as seller thereunder to repurchase Contracts listed in the Schedule of Contracts under certain circumstances; (vii) any and all security interests of the Seller in the Financed Vehicles and Vehicles; the rights to receive proceeds from claims on certain insurance policies covering the Financed Vehicles or the individual Obligors under each related Contract; (viii) the Seller's right to proceeds under the Blanket Insurance Policy with respect Contract Documents relating to the Contracts; and (ix) and all proceeds in any way delivered with respect to the foregoing, all rights to payments with respect to the foregoing and all rights to enforce the foregoing. (b) WFS hereby authorizes and will cause the filing of UCC-1 financing statements naming WFS as debtor and the Seller as secured party and describing the Contracts as collateral with the Office of the Secretary of State of the State of California. The foregoing items of property listed in this Section 2.01, together with the rights of the Indenture Trustee under the Policy, are collectively referred to as the "TRUST PROPERTY". In additionSeller hereby authorizes and will cause, on or prior to the Closing Date, the Seller shall cause the Insurer to deliver the Policy to the Indenture Trustee for the benefit filing of the Securityholders. It is the intention of UCC-1 financing statements, naming the Seller as debtor and the Issuer that Trust as secured party and describing the assignment and transfer herein contemplated constitute (and shall be construed and treated for all purposes as) a true and complete sale of the Trust Property (other than the Spread Account and the Policy)Contracts as collateral, conveying good title thereto free and clear of any liens and encumbrances, from the Seller to the Issuer. However, in the event that such conveyance is deemed to be a pledge to secure a loan (in spite of the express intent of the parties hereto that this conveyance constitutes, and shall be construed and treated for all purposes, as a true and complete sale), the Seller hereby grants to the Issuer, for the benefit of the Securityholders and the Insurer, a first priority perfected security interest in all of the Seller's right, title and interest in the Trust Property whether now existing or hereafter created and all proceeds of the foregoing to secure the loan deemed to be made in connection with such pledge and, in such event, this Agreement shall constitute a security agreement under applicable law. (b) As of the Closing Date, the Issuer acknowledges the conveyance to it of the Trust Property from the Seller, including all right, title and interest of the Seller in and to the Trust Property, receipt of which is hereby acknowledged by the Issuer. Concurrently with such delivery and in exchange therefor, the Issuer has pledged to the Indenture Trustee, for the benefit of the Securityholders and the Insurer, the Trust Property and the Indenture Trustee, pursuant to the written instructions of the Issuer, has executed and caused to be authenticated and delivered the Notes to the Seller or its designee, upon the order of the Issuer. In addition, concurrently with such delivery and in exchange therefor, the Owner Trustee, pursuant to the instructions of the Seller, has executed (not in its individual capacity, but solely as Owner Trustee on behalf of the Issuer) and caused to be authenticated and delivered the Certificates to the Seller or its designee, upon the order of the Seller. (c) In connection with the sale of the Contracts pursuant to the Purchase Agreement, Onyx has filed with the office Office of the Secretary of State of the State of California a California. The Trust has caused the filing of UCC-1 financing statement naming Onyx as debtorstatements, naming the Seller as secured party and including the Contracts in the description of the collateral. In connection with the sale of the Contracts pursuant to this Agreement, the Seller has filed or caused to be filed with the Secretary of State of the State of California a UCC-1 financing statement naming the Seller as debtor, naming the Issuer as secured party, naming the Indenture Trustee, on behalf of the Noteholders, as assignee, and including the Contracts in the description of the collateral. In connection with the pledge of the Contracts pursuant to the Indenture, the Trust has filed with the offices of the Secretary of State of the State of Delaware UCC-1 financing statements naming the Trust as debtor and the Indenture Trustee, on behalf of the Noteholders and the InsurerNoteholders, as secured partyparty and describing the Contracts as collateral, with the office of the Secretary of State of the State of Delaware. The grant of a security interest to the Indenture Trustee and the rights of the Indenture Trustee in the Contracts shall be governed by the Indenture. The Seller shall have caused UCC-2 termination statements to have been filed with the office of Secretary of State of the State of California terminating any effective UCC-1 financing statements with respect to any outstanding security interests in the Contracts. (d) From time to time, the Master Servicer shall cause to be taken such actions as are necessary to continue the perfection of the respective interests of the Trust Indenture Trustee and the Indenture Trustee Trust in the Contracts and to continue the first priority security interest of the Indenture Trustee in the Financed Vehicles and their proceeds (other than, as to such priority, any statutory lien arising by operation of law after the Closing Date which is prior to such interest), including, without limitation, the filing of financing statements, amendments thereto or continuation statements and the making of notations on records or documents of title. (e) . If any change in the name, identity or corporate structure of the Seller or Onyx WFS or the relocation of the chief executive office of either any of them would make any financing or continuation statement or notice of lien filed under this Agreement or the other Basic Documents seriously misleading within the meaning of applicable provisions of the UCC or any title statute, the Master Servicer, within the time period required by applicable law, shall file such financing statements or amendments as may be required to preserve and protect the interests of the Trust, the Indenture Trustee, the Securityholders Owner Trustee and the Insurer Securityholders in the Contracts, the related Financed Vehicles and the proceeds thereof. Promptly thereafter, the Master Servicer shall deliver to the Trust, the Indenture Trustee and the Insurer Owner Trustee an Opinion of Counsel stating that, in the opinion of such counsel, all financing statements or amendments necessary fully to preserve and protect the interests of the Trust, the Indenture Trustee, the Owner Trustee and Securityholders and the Insurer in the Contracts, the related Financed Vehicles and the proceeds thereof have been filed, and reciting the details of such filings. (f) . During the term of this Agreement, the Seller and Onyx WFS shall each maintain its chief executive office in one of the states of the United States. (g) , other than Louisiana or Tennessee. The Master Servicer shall pay all reasonable costs and disbursements in connection with the perfection and the maintenance of perfection, as against all third parties, of the Indenture Trustee's right, title and interest in and to the Contracts and in connection with maintaining the first priority security interest (subject to the security interest of the Insurer pursuant to the Insurance Agreement) in the Financed Vehicles and the proceeds thereof.. ARTICLE THREE

CONVEYANCE OF CONTRACTS. (a) In consideration of the Issuer's delivery of the authenticated Notes and Certificates to or upon the order of the Seller, effective upon Seller of the Closing DateCertificates and $1,477,500,000 aggregate principal amount of Notes, the Seller hereby sells, grants, transfers, assigns and otherwise conveys and assigns to the Issuer, without recourse (except as expressly provided in Section 2.03 hereofsubject to the obligations herein), and hereby grants a security interest in all of the its right, title and interest (exclusive of the Seller amount, if any, allocable to any rebatable insurance premium financed by any Contract) in, to and under: (i) under the Contracts (which Contracts shall be listed in the Schedule of Contracts; (ii) ), including all monies payments of Monthly P&I received under the Contracts on or after the Cut-Off Date; (iii) ; all Net Liquidation Proceeds and Net Insurance Proceeds with respect to any Financed Vehicle to which a Contract relates received on or after the Cut-Off Date; (iv) the Contract Documents and Contract Files relating to the Contracts (except the Contract Documents and Contract Files for Contracts which have been the subject of a Full Prepayment received on or after the Cut-Off Date but no later and all other proceeds received on or in respect of such Contracts (other than two Business Days prior to the Closing Date, in lieu payments of which the Seller shall have deposited in or credited to the Collection Account Monthly P&I received on or prior to the Closing Date an amount equal to such Full Prepayment); (vCut-Off Date) the Trust Accounts and all amounts, financial assets and investment property held therein or credited thereto, including, if applicable, all Eligible Investments credited thereto (but excluding (A) the Payahead Account and all amounts, financial assets and investment property held therein or credited thereto, including all Eligible Investments credited thereto and (B) investment income credited to the Collection Account); (vi) the right of the Seller, as purchaser under the Purchase Agreement, to cause Onyx as seller thereunder to repurchase Contracts listed in the Schedule of Contracts under certain circumstances; (vii) any and all security interests of the Seller in the Financed Vehicles and Vehicles; the rights to receive proceeds from claims on certain insurance policies covering the Financed Vehicles or the individual Obligors under each related Contract; (viii) the Seller's right to proceeds under the Blanket Insurance Policy with respect Contract Documents relating to the Contracts; and (ix) and all proceeds in any way delivered with respect to the foregoing, all rights to payments with respect to the foregoing and all rights to enforce the foregoing. The foregoing items of property listed in this Section 2.01, together with the rights of the Indenture Trustee under the Policy, are collectively referred to as the "TRUST PROPERTY". In addition. (b) WFS hereby authorizes and will cause, on or prior to the Closing Date, the Seller shall cause the Insurer to deliver the Policy to the Indenture Trustee for the benefit filing of the Securityholders. It is the intention of UCC-1 financing statements naming WFS as debtor and the Seller as secured party and describing the Issuer that the assignment and transfer herein contemplated constitute (and shall be construed and treated for all purposes as) a true and complete sale of the Trust Property (other than the Spread Account and the Policy), conveying good title thereto free and clear of any liens and encumbrances, from the Seller to the Issuer. However, in the event that such conveyance is deemed to be a pledge to secure a loan (in spite of the express intent of the parties hereto that this conveyance constitutes, and shall be construed and treated for all purposes, Contracts as a true and complete sale), the Seller hereby grants to the Issuer, for the benefit of the Securityholders and the Insurer, a first priority perfected security interest in all of the Seller's right, title and interest in the Trust Property whether now existing or hereafter created and all proceeds of the foregoing to secure the loan deemed to be made in connection with such pledge and, in such event, this Agreement shall constitute a security agreement under applicable law. (b) As of the Closing Date, the Issuer acknowledges the conveyance to it of the Trust Property from the Seller, including all right, title and interest of the Seller in and to the Trust Property, receipt of which is hereby acknowledged by the Issuer. Concurrently with such delivery and in exchange therefor, the Issuer has pledged to the Indenture Trustee, for the benefit of the Securityholders and the Insurer, the Trust Property and the Indenture Trustee, pursuant to the written instructions of the Issuer, has executed and caused to be authenticated and delivered the Notes to the Seller or its designee, upon the order of the Issuer. In addition, concurrently with such delivery and in exchange therefor, the Owner Trustee, pursuant to the instructions of the Seller, has executed (not in its individual capacity, but solely as Owner Trustee on behalf of the Issuer) and caused to be authenticated and delivered the Certificates to the Seller or its designee, upon the order of the Seller. (c) In connection collateral with the sale of the Contracts pursuant to the Purchase Agreement, Onyx has filed with the office Office of the Secretary of State of the State of California a California. The Seller hereby authorizes and will cause, on or prior to the Closing Date, the filing of UCC-1 financing statement naming Onyx as debtorstatements, naming the Seller as debtor and the Trust as secured party and including describing the Contracts in the description of the as collateral. In connection , with the sale of the Contracts pursuant to this Agreement, the Seller has filed or caused to be filed with the Secretary of State of the State of California a UCC-1 financing statement naming the Seller as debtor, naming the Issuer as secured party, naming the Indenture Trustee, on behalf of the Noteholders, as assignee, and including the Contracts in the description of the collateral. In connection with the pledge of the Contracts pursuant to the Indenture, the Trust has filed with the offices Office of the Secretary of State of the State of Delaware Nevada. The Trust has caused the filing of UCC-1 financing statements statements, naming the Trust as debtor and the Indenture Trustee, on behalf of the Noteholders and the InsurerNoteholders, as secured partyparty and describing the Contracts as collateral, with the office of the Secretary of State of the State of Delaware. The grant of a security interest to the Indenture Trustee and the rights of the Indenture Trustee in the Contracts shall be governed by the Indenture. The Seller shall have caused UCC-2 termination statements to have been filed with the office of Secretary of State of the State of California terminating any effective UCC-1 financing statements with respect to any outstanding security interests in the Contracts. (d) From time to time, the Master Servicer shall cause to be taken such actions as are necessary to continue the perfection of the respective interests of the Trust Indenture Trustee and the Indenture Trustee Trust in the Contracts and to continue the first priority security interest of the Indenture Trustee in the Financed Vehicles and their proceeds (other than, as to such priority, any statutory lien arising by operation of law after the Closing Date which is prior to such interest), including, without limitation, including the filing of financing statements, amendments thereto or continuation statements and the making of notations on records or documents of title. (e) . If any change in the name, identity or corporate structure of the Seller or Onyx WFS or the relocation of the chief executive office of either any of them or their reincorporation in a different jurisdiction would make any financing or continuation statement or notice of lien filed under this Agreement or the other Basic Documents seriously misleading within the meaning of applicable provisions of the UCC or any title statute, the Master Servicer, within the time period required by applicable law, shall file such financing statements or amendments as may be required to preserve and protect the interests of the Trust, the Indenture Trustee, the Securityholders Owner Trustee and the Insurer Securityholders in the Contracts, the related Financed Vehicles and the proceeds thereof. Promptly thereafter, the Master Servicer shall deliver to the Trust, the Indenture Trustee and the Insurer Owner Trustee an Opinion of Counsel stating that, in the opinion of such counsel, all financing statements or amendments necessary fully to preserve and protect the interests of the Trust, the Indenture Trustee, the Owner Trustee and Securityholders and the Insurer in the Contracts, the related Financed Vehicles and the proceeds thereof have been filed, and reciting the details of such filings. (f) . During the term of this Agreement, the Seller and Onyx WFS shall each maintain its chief executive office in one of the states of the United States. (g) , other than Louisiana or Tennessee. The Master Servicer shall pay all reasonable costs and disbursements in connection with the perfection and the maintenance of perfection, as against all third parties, of the Indenture Trustee's right, title and interest in and to the Contracts and in connection with maintaining the first priority security interest (subject to the security interest of the Insurer pursuant to the Insurance Agreement) in the Financed Vehicles and the proceeds thereof.. ARTICLE THREE

CONVEYANCE OF CONTRACTS. (a) In consideration of the Issuer's delivery of the authenticated Notes and Certificates Notes, in an aggregate amount equal to $375,000,000, to or upon the order of the Seller, effective upon the Closing Date, the Seller hereby sells, grants, transfers, conveys and assigns to the Issuer, without recourse (except as expressly provided in Section 2.03 hereof), all of the right, title and interest of the Seller in, to and under: (i) the Funded Contracts listed in the Schedule of Contracts; (ii) all monies received under the Funded Contracts on or after the Cut-related Cut- Off Date; (iii) all Net Liquidation Proceeds and Net Insurance Proceeds with respect to any Financed Vehicle to which a Funded Contract relates received on or after the related Cut-Off Date; (iv) the Contract Documents and Contract Files relating to the Funded Contracts (except the Contract Documents and Contract Files for Funded Contracts which have been the subject of a Full Prepayment received on or after the related Cut-Off Date but no later than two Business Days prior to the Closing Date, in lieu of which the Seller shall have deposited in or credited to the Collection Account on or prior to the Closing Date an amount equal to such Full Prepayment); (v) the Trust Accounts and all amounts, financial assets and investment property held therein or credited thereto, including, if applicable, all Eligible Investments credited thereto (but excluding (A) the Payahead Account and all amounts, financial assets and investment property held therein or credited thereto, including all Eligible Investments credited thereto and (B) investment income credited to the Collection Account); (vi) the right of the Seller, as purchaser under the Purchase Agreement, to cause Onyx as seller thereunder to repurchase Funded Contracts listed in the Schedule of Contracts under certain circumstances; (vii) any and all security interests of the Seller in the Financed Vehicles and the rights to receive proceeds from claims on certain insurance policies covering the Financed Vehicles or the individual Obligors under each related Funded Contract; (viii) the Seller's right to proceeds under the Blanket Insurance Policy with respect to the Funded Contracts; and (ix) all proceeds in any way delivered with respect to the foregoing, all rights to payments with respect to the foregoing and all rights to enforce the foregoing. (b) Subject to the conditions set forth in Section 2.01(c), in consideration of the Issuer's delivery of authenticated Notes, in an aggregate amount equal to $375,000,000, to or upon the order of the Seller, effective upon the Closing Date, the Seller hereby sells, grants, transfers, conveys and assigns to the Issuer, without recourse (except as expressly provided in Section 2.03 hereof) effective upon delivery to the Issuer on the related Prefunding Transfer Date against payment therefor from the Prefunding Account in accordance Section 4.07(b), all of the right, title and interest of the Seller in, to and under: (i) all Prefunded Contracts listed on each Transfer Certificate; (ii) all monies received under the Prefunded Contracts on or after the related Prefunding Cut-Off Date; (iii) all Net Liquidation Proceeds and Net Insurance Proceeds with respect to any Financed Vehicle to which a Prefunded Contract relates received on or after the related Prefunding Cut-Off Date; (iv) the Contract Documents and Contract Files relating to the Prefunded Contracts; (v) the right of the Seller, as purchaser under the Purchase Agreement, to cause Onyx as seller thereunder to repurchase Prefunded Contracts listed on any Transfer Certificate under certain circumstances; (vi) any and all security interests of the Seller in the related Financed Vehicles and the rights to receive proceeds from claims on certain insurance policies covering such Financed Vehicles or the individual Obligors under each related Prefunded Contract; (vii) the Seller's right to proceeds under the Blanket Insurance Policy with respect to the Prefunded Contracts; and (viii) all proceeds in any way delivered with respect to the foregoing, all rights to payments with respect to the foregoing and all rights to enforce the foregoing. The foregoing items of property listed in this Section 2.01Sections 2.01(a) and (b), together with the rights of the Indenture Trustee under the Policy, are collectively referred to as the "TRUST PROPERTY". In addition, on or prior to the Closing Date, the Seller shall cause the Insurer to deliver the Policy to the Indenture Trustee for the benefit of the SecurityholdersNoteholders. It is the intention of the Seller and the Issuer that the assignment and transfer herein contemplated constitute (and shall be construed and treated for all purposes as) a true and complete sale of the Trust Property (other than the Spread Account and the Policy), conveying good title thereto free and clear of any liens and encumbrances, from the Seller to the Issuer. However, in the event that such conveyance is deemed to be a pledge to secure a loan (in spite of the express intent of the parties hereto that this conveyance constitutes, and shall be construed and treated for all purposes, as a true and complete sale), the Seller hereby grants to the Issuer, for the benefit of the Securityholders Noteholders and the Insurer, a first priority perfected security interest in all of the Seller's right, title and interest in the Trust Property whether now existing or hereafter created and all proceeds of the foregoing to secure the loan deemed to be made in connection with such pledge and, in such event, this Agreement shall constitute a security agreement under applicable law. (bc) The sale and assignment of the Prefunded Contracts and the other property and rights related thereto described in Section 2.01(b) shall be subject to the satisfaction of each of the following conditions, as well as the conditions set forth in Section 4.08, as of the related Prefunding Transfer Date, as applicable: (i) the Seller shall have delivered to the Custodian, on behalf of the Issuer, the Prefunded Contracts, and the Seller shall have delivered to the Issuer, the Indenture Trustee and the Insurer, on the Business Day immediately preceding the related Prefunding Transfer Date, a duly executed Transfer Certificate, substantially in the form of Exhibit C-1; (ii) the Servicer and the Seller shall certify to the Indenture Trustee and the Insurer that, as of the Prefunding Transfer Date, the Servicer and the Seller, respectively, were not insolvent nor were they made insolvent by such transfer nor were they aware of any such pending insolvency; (iii) the Seller shall certify to the Indenture Trustee and the Insurer that the addition of such Prefunded Contracts will not result in a material adverse tax consequence to the Issuer or the Noteholders; (iv) the Funding Period shall not have terminated; (v) the Seller and the Servicer shall certify to the Indenture Trustee and the Insurer that no selection procedures believed by the Seller or the Servicer to be adverse to the interests of the Noteholders or the Insurer shall have been utilized in selecting the Prefunded Contracts; (vi) the Seller and the Insurer shall not have been advised by either Rating Agency on or before the Business Day immediately preceding such Prefunding Transfer Date that the conveyance of the Prefunded Contracts would result in a qualification, modification or withdrawal of its then current rating of the Notes without regard to the Policy; (vii) the weighted average APR (using the Recomputed Yield for the Rule of 78's Contracts) of the Contracts (after giving effect to the purchase of the related Prefunded Contracts) shall not be less than 10.45%; (viii) less than 20% of the Prefunded Contracts transferred by the Seller to the Issuer since the Closing Date, including all Prefunded Contracts being transferred on such Prefunding Transfer Date, shall have an original term to maturity of more than 60 months and the weighted average remaining term of all Contracts (including the Prefunded Contracts) as of such Prefunding Transfer Date shall not be greater than 59 months; (ix) if the balance in the Prefunding Account prior to such Prefunding Transfer Date exceeds $30,000,000, the aggregate Outstanding Principal Balance, as of the related Prefunding Cut-Off Date, of the Prefunded Contracts to be conveyed by the Seller to the Issuer on such Prefunding Transfer Date shall equal or exceed $10,000,000 and the Insurer shall have consented to such transfer; (x) at least three Business Days prior to each Prefunding Transfer Date, the Seller shall have delivered to the Rating Agencies and the Insurer pool stratification data (including data with respect to when the first scheduled payment is due under each such Prefunded Contract) relating to the Prefunded Contracts to be conveyed by the Seller to the Issuer on such Prefunding Transfer Date, in the form of stratification data delivered to the Rating Agencies and the Insurer with respect to the Funded Contracts, and, as of the related Prefunding Cut-Off Date, shall have certified that the information contained therein is true and correct; and (xi) The first scheduled monthly payment for at least 50% of the Prefunded Contracts (by Outstanding Principal Balance as of the related Prefunding Cut- Off Date) shall be due on or before April 1, 2002. (d) As of the Closing Date, the Issuer acknowledges the conveyance to it of the Trust Property from the Seller, including all right, title and interest of the Seller in and to the Trust Property, receipt of which is hereby acknowledged by the Issuer. Concurrently with such delivery and in exchange therefor, the Issuer has pledged to the Indenture Trustee, for the benefit of the Securityholders Noteholders and the Insurer, the Trust Property and the Indenture Trustee, pursuant to the written instructions of the Issuer, has executed and caused to be authenticated and delivered the Notes to the Seller or its designee, upon the order of the Issuer. In addition, concurrently with such delivery and in exchange therefor, the Owner Trustee, pursuant to the instructions of the Seller, has executed (not in its individual capacity, but solely as Owner Trustee on behalf of the Issuer) and caused to be authenticated and delivered the Certificates to the Seller or its designee, upon the order of the Seller. (ce) In connection with the sale of the Contracts pursuant to the Purchase Agreement, Onyx has filed with the office of the Secretary of State of the State of California Delaware a UCC-1 financing statement naming Onyx as debtor, naming the Seller as secured party and including the Contracts in the description of the collateral, such filing made in order to continue the effectiveness of a financing statement naming Onyx as debtor and the Seller as secured party filed with the office of the Secretary of State of the State of California prior to July 1, 2001. In connection with the sale of the Contracts pursuant to this Agreement, the Seller has filed or caused to be filed with the Secretary of State of the State of California Delaware a UCC-1 financing statement naming the Seller as debtor, naming the Issuer as secured party, naming the Indenture Trustee, on behalf of the Noteholders, as assignee, and including the Contracts in the description of the collateral. In connection with the pledge of the Contracts pursuant to the Indenture, the Trust has filed with the offices of the Secretary of State of the State of Delaware UCC-1 financing statements naming the Trust as debtor and the Indenture Trustee, on behalf of the Noteholders and the Insurer, as secured party. The grant of a security interest to the Indenture Trustee and the rights of the Indenture Trustee in the Contracts shall be governed by the Indenture. The Seller shall have caused UCC-2 termination statements UCC-3 partial releases to have been filed with the office of Secretary of State of the State of California terminating any effective UCC-1 financing statements Delaware with respect to any outstanding security interests in the Contracts. (df) From time to time, the Servicer shall cause to be taken such actions as are necessary to continue the perfection of the respective interests of the Trust and the Indenture Trustee in the Contracts and to continue the first priority security interest of the Indenture Trustee in the Financed Vehicles and their proceeds (other than, as to such priority, any statutory lien arising by operation of law after the Closing Date which is prior to such interest), including, without limitation, the filing of financing statements, amendments thereto or continuation statements and the making of notations on records or documents of title. (eg) If any change in the name, identity or corporate structure of the Seller or Onyx or the relocation of the chief executive office state of organization of either of them would make any financing or continuation statement or notice of lien filed under this Agreement or the other Basic Documents misleading within the meaning of applicable provisions of the UCC or any title statute, the Servicer, within the time period required by applicable law, shall file such financing statements or amendments as may be required to preserve and protect the interests of the Trust, the Indenture Trustee, the Securityholders Noteholders and the Insurer in the Contracts, the related Financed Vehicles and the proceeds thereof. Promptly thereafter, the Servicer shall deliver to the Trust, the Indenture Trustee and the Insurer an Opinion of Counsel stating that, in the opinion of such counsel, all financing statements or amendments necessary fully to preserve and protect the interests of the Trust, the Indenture Trustee, the Securityholders Noteholders and the Insurer in the Contracts, the related Financed Vehicles and the proceeds thereof have been filed, and reciting the details of such filings. (fh) During the term of this Agreement, the Seller and Onyx shall each maintain its chief executive office in continue to be an organization organized under the laws of one of the states of the United States. (gi) The Servicer shall pay all reasonable costs and disbursements in connection with the perfection and the maintenance of perfection, as against all third parties, of the Indenture Trustee's right, title and interest in and to the Contracts and in connection with maintaining the first priority security interest (subject to the security interest of the Insurer pursuant to the Insurance Agreement) in the Financed Vehicles and the proceeds thereof. (j) On the Prefunding Closing Date, the Seller shall: (i) deliver a certificate from each secured creditor of the Seller confirming that such creditor has no claim of any security interest in any of the Prefunded Contracts transferred during the Funding Period; (ii) deliver to each Rating Agency, the Insurer and the Indenture Trustee a Prefunding Closing Date Certificate; (iii) deliver to each Rating Agency, the Insurer and the Indenture Trustee an Opinion of Counsel with respect to the absence of negative tax consequences to the Trust, the characterization of the transfer of the Prefunded Contracts and the perfection of the Indenture Trustee's interest on behalf of the Noteholders; (iv) deliver to each Rating Agency, the Insurer and the Indenture Trustee with respect to any state (other than California) in which 10% or more of the Contracts (including the Prefunded Contracts), by Outstanding Principal Balance, were originated, an opinion with respect to the perfection of the security interest of the Indenture Trustee in the Financed Vehicles securing the Contracts originated in such state; and (v) deliver to the Insurer an Opinion of Counsel to the effect that Onyx is duly qualified as a foreign corporation to do business, and is in good standing, in each of the states in which Prefunded Contracts have been originated. Failure to comply with any of the conditions set forth in this Section 2.01(j) on the Prefunding Closing Date shall be deemed to be a breach of a representation and warranty with respect to each of the Prefunded Contracts to which such failed conditions relate as of the Prefunding Closing Date.

CONVEYANCE OF CONTRACTS. (a) In consideration The Transferor does hereby transfer, assign, set-over, and otherwise convey to the Trust for the benefit of the Issuer's delivery of the authenticated Notes and Certificates to or upon the order of the Seller, effective upon the Closing Date, the Seller hereby sells, grants, transfers, conveys and assigns to the IssuerCertificateholders, without recourse (except as expressly provided in Section 2.03 hereof)recourse, all of the its right, title and interest of the Seller in, to and under: under (i) the Contracts listed in now existing and hereafter created and all monies due or to become due with respect thereto, including, without limitation, the Schedule of Contracts; Receivables and the Additional Payments, (ii) all monies received under the Contracts on or after Purchase Agreement and the Cut-Off Date; Subsidiary Purchase Agreement, (iii) Recoveries and (iv) all Net Liquidation Proceeds investments and Net Insurance Proceeds proceeds of the foregoing. Such property, together with all monies as are from time to time deposited in the Collection Account, any Distribution Account, any Series Account and the Excess Funding Account and all amounts on deposit in or credited to such accounts (including any interest and investment earnings on any such deposited amounts except for such amounts as are on deposit in any Series Account if so provided in the applicable Supplement) and any other account and the right to draw upon or claim under, and all monies as are from time to time available under, any Enhancement for any Series for payment to Certificateholders shall constitute the property of the Trust (the "Trust Property"). The foregoing transfer, assignment, set-over and conveyance does not constitute and is not intended to result in a creation or an assumption by the Trust, the Trustee or any Investor Certificateholder of any obligation of the Transferor, the Servicer or any other Person in connection with the Contracts, the Receivables and the Additional Payments payable thereunder, or any agreement or instrument relating thereto, including, without limitation, any obligation to any Obligors or insurers, or in connection with the Purchase Agreement or the Subsidiary Purchase Agreement. In connection with such transfer, assignment, set-over and conveyance, the Transferor agrees to record and file, within 10 days after the Closing Date for Series 1996-1 (with respect to any Financed Vehicle new financing statements or amendments to existing financing statements which a Contract relates received on or after may be required to be filed hereunder) (or, in the Cut-Off Date; (iv) the Contract Documents and Contract Files relating to the Contracts (except the Contract Documents and Contract Files for Contracts which have been the subject case of a Full Prepayment received on or after the Cut-Off Date but no later than two Business Days any continuation statements, prior to the Closing Datedate required under applicable state law), in lieu of which the Seller shall have deposited in or credited to the Collection Account on or prior to the Closing Date an amount equal at its own expense, financing statements (including any continuation statements with respect to such Full Prepayment); (vfinancing statements when applicable) the Trust Accounts and all amounts, financial assets and investment property held therein or credited thereto, including, if applicable, all Eligible Investments credited thereto (but excluding (A) the Payahead Account and all amounts, financial assets and investment property held therein or credited thereto, including all Eligible Investments credited thereto and (B) investment income credited to the Collection Account); (vi) the right of the Seller, as purchaser under the Purchase Agreement, to cause Onyx as seller thereunder to repurchase Contracts listed in the Schedule of Contracts under certain circumstances; (vii) any and all security interests of the Seller in the Financed Vehicles and the rights to receive proceeds from claims on certain insurance policies covering the Financed Vehicles or the individual Obligors under each related Contract; (viii) the Seller's right to proceeds under the Blanket Insurance Policy with respect to the Contracts; and Contracts and the related Receivables and the other Trust Property now existing and hereafter created for the transfer of accounts and general intangibles and the proceeds thereof (ixas defined in the UCC as in effect in the Relevant UCC State) all meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect the assignment of the Contracts and the related Receivables and the other Trust Property constituting accounts and general intangibles and the proceeds in any way delivered with respect thereof to the foregoingTrust, all rights and to payments with respect deliver file-stamped copies of such financing statements or continuation statements or other evidence of such filing (which may, for purposes of this Section 2.1, consist of facsimile confirmation of such filing) to the foregoing and all rights Trustee as soon as reasonably practicable following the return of such statements to enforce the foregoingTransferor by the respective filing offices. The foregoing items transfer, assignment, set-over and conveyance to the Trust shall be made to the Trustee, on behalf of property listed the Trust, and each reference in this Section 2.01Agreement to such transfer, together with assignment, set-over and conveyance shall be construed accordingly. To the rights extent that the transfer of the Indenture Trustee under Trust Property or any portion thereof from the Policy, are collectively referred to as the "TRUST PROPERTY". In addition, on or prior Transferor to the Closing DateTrust hereunder may be characterized as a pledge rather than as a sale, the Seller shall cause the Insurer to deliver the Policy Transferor hereby grants and transfers to the Indenture Trustee for the benefit of the Securityholders. It is the intention of the Seller and the Issuer that the assignment and transfer herein contemplated constitute (and shall be construed and treated for all purposes as) Certificateholders a true and complete sale of the Trust Property (other than the Spread Account and the Policy), conveying good title thereto free and clear of any liens and encumbrances, from the Seller to the Issuer. However, in the event that such conveyance is deemed to be a pledge to secure a loan (in spite of the express intent of the parties hereto that this conveyance constitutes, and shall be construed and treated for all purposes, as a true and complete sale), the Seller hereby grants to the Issuer, for the benefit of the Securityholders and the Insurer, a first priority perfected security interest in all of the SellerTransferor's right, title and interest in in, to and under the Trust Property whether now existing to secure a loan in an amount equal to the unpaid principal amount of the Investor Certificates issued hereunder or to be issued pursuant to this Agreement and the interest accrued thereon at the related Certificate Rate and to secure all of the Transferor's and Servicer's obligations hereunder, including, without limitation, the Transferor's obligation to transfer Contracts hereafter created to the Trust (the "Secured Obligations"), and all proceeds of the foregoing to secure the loan deemed to be made in connection with such pledge and, in such event, agrees that this Agreement shall constitute a security agreement under applicable law. (b) As of the Closing Date, the Issuer acknowledges the conveyance to it of the Trust Property from the Seller, including all right, title and interest of the Seller in and to the Trust Property, receipt of which is hereby acknowledged by the Issuer. Concurrently with such delivery and in exchange therefor, the Issuer has pledged to the Indenture Trustee, for the benefit of the Securityholders and the Insurer, the Trust Property and the Indenture Trustee, pursuant to the written instructions of the Issuer, has executed and caused to be authenticated and delivered the Notes to the Seller or its designee, upon the order of the Issuer. In addition, concurrently with such delivery and in exchange therefor, the Owner Trustee, pursuant to the instructions of the Seller, has executed (not in its individual capacity, but solely as Owner Trustee on behalf of the Issuer) and caused to be authenticated and delivered the Certificates to the Seller or its designee, upon the order of the Seller. (c) In connection with the sale of the Contracts pursuant to the Purchase Agreement, Onyx has filed with the office of the Secretary of State of the State of California a UCC-1 financing statement naming Onyx as debtor, naming the Seller as secured party and including the Contracts in the description of the collateral. In connection with the sale of the Contracts pursuant to this Agreement, the Seller has filed or caused to be filed with the Secretary of State of the State of California a UCC-1 financing statement naming the Seller as debtor, naming the Issuer as secured party, naming the Indenture Trustee, on behalf of the Noteholders, as assignee, and including the Contracts in the description of the collateral. In connection with the pledge of the Contracts pursuant to the Indenture, the Trust has filed with the offices of the Secretary of State of the State of Delaware UCC-1 financing statements naming the Trust as debtor and the Indenture Trustee, on behalf of the Noteholders and the Insurer, as secured party. The grant of a security interest to the Indenture Trustee and the rights of the Indenture Trustee in the Contracts shall be governed by the Indenture. The Seller shall have caused UCC-2 termination statements to have been filed with the office of Secretary of State of the State of California terminating any effective UCC-1 financing statements with respect to any outstanding security interests in the Contracts. (d) From time to time, the Servicer shall cause to be taken such actions as are necessary to continue the perfection of the respective interests of the Trust and the Indenture Trustee in the Contracts and to continue the first priority security interest of the Indenture Trustee in the Financed Vehicles and their proceeds (other than, as to such priority, any statutory lien arising by operation of law after the Closing Date which is prior to such interest), including, without limitation, the filing of financing statements, amendments thereto or continuation statements and the making of notations on records or documents of title. (e) If any change in the name, identity or corporate structure of the Seller or Onyx or the relocation of the chief executive office of either of them would make any financing or continuation statement or notice of lien filed under this Agreement or the other Basic Documents misleading within the meaning of applicable provisions of the UCC or any title statute, the Servicer, within the time period required by applicable law, shall file such financing statements or amendments as may be required to preserve and protect the interests of the Trust, the Indenture Trustee, the Securityholders and the Insurer in the Contracts, the related Financed Vehicles and the proceeds thereof. Promptly thereafter, the Servicer shall deliver to the Trust, the Indenture Trustee and the Insurer an Opinion of Counsel stating that, in the opinion of such counsel, all financing statements or amendments necessary fully to preserve and protect the interests of the Trust, the Indenture Trustee, the Securityholders and the Insurer in the Contracts, the related Financed Vehicles and the proceeds thereof have been filed, and reciting the details of such filings. (f) During the term of this Agreement, the Seller and Onyx shall each maintain its chief executive office in one of the states of the United States. (g) The Servicer shall pay all reasonable costs and disbursements in connection with the perfection and the maintenance of perfection, as against all third parties, of the Indenture Trustee's right, title and interest in and to the Contracts and in connection with maintaining the first priority security interest (subject to the security interest of the Insurer pursuant to the Insurance Agreement) in the Financed Vehicles and the proceeds thereof.

CONVEYANCE OF CONTRACTS. (a) On the Closing Date, the Purchaser shall purchase from Seller all of the Contracts in the manner set forth in this Article. In consideration of the Issuer's Purchaser’s delivery to the Seller of the authenticated Notes Purchase Price, and Certificates subject to or upon the order of the Seller, effective upon the Closing Dateterms and conditions hereof, the Seller hereby sells, grants, transfers, assigns and otherwise conveys and assigns to the IssuerPurchaser, without recourse (except as expressly provided in Section 2.03 hereof)but subject to the representations, warranties and other obligations of the Seller herein, including the obligations under Sections 3.02, 3.03, 3.04 and 4.02) and the Purchaser hereby agrees to purchase, all of the its right, title and interest of the Seller in, to and under:under (collectively, the “Conveyed Assets”): (i) the Contracts listed in the Schedule of Contracts; (ii) all monies interest, principal and other amounts received under the Contracts on or thereunder after the Cut-Off Date; (iii) all Net Liquidation Proceeds and Net Insurance Proceeds with respect to any Financed Vehicle to which a Contract relates that are received on or after the Cut-Off Date; (iv) the Contract Documents and Contract Files relating to the Contracts (except the Contract Documents and Contract Files for Contracts which have been the subject of a Full Prepayment received on or after the Cut-Off Date but no later than two Business Days prior to the Closing Date, in lieu of which the Seller shall have deposited in or credited to the Collection Account on or prior to the Closing Date an amount equal to such Full Prepayment)Files; (v) the Trust Accounts and all amounts, financial assets and investment property held therein or credited thereto, including, if applicable, all Eligible Investments credited thereto (but excluding (A) the Payahead Account and all amounts, financial assets and investment property held therein or credited thereto, including all Eligible Investments credited thereto and (B) investment income credited to the Collection Account); (vi) the right of the Seller, as purchaser under the Purchase Agreement, to cause Onyx as seller thereunder to repurchase Contracts listed in the Schedule of Contracts under certain circumstances; (vii) any and all security interests of the Seller in the Financed Vehicles Vehicles, and the rights right to receive proceeds from claims on certain insurance policies covering the Financed Vehicles or the individual Obligors under each related ContractObligors; (viii) the Seller's right to proceeds under the Blanket Insurance Policy with respect to the Contracts; and (ixvi) all proceeds in any way delivered with respect to the foregoing, all rights to payments with respect to the foregoing and all rights to enforce the foregoing; and (vii) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and 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 thereof, 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 that at any time constitute all or part of or are included in the proceeds of any of the foregoing. (b) Subject to satisfaction of the conditions in Section 2.02, on the Closing Date the Purchaser shall deliver to the Seller the Purchase Price for the Conveyed Assets. The foregoing items of property listed Such payment shall be made in this Section 2.01, together immediately available funds in accordance with the rights funding instructions provided by the Seller. (c) The Contracts are being sold on a servicing released basis. Purchaser agrees to retain Servicer to service the Contracts on the Closing Date and for a minimum of thirty (30) days thereafter. Except for the obligations of the Indenture Trustee under the Policy, are collectively referred to as the "TRUST PROPERTY". In addition, on or prior to the Closing DateSeller set forth herein, the Seller Purchaser shall cause the Insurer to deliver the Policy to the Indenture Trustee be responsible for the benefit of management, servicing, administration and collection on the Securityholders. Contracts. (d) It is the intention of the Seller and the Issuer Purchaser that the sale, transfer and assignment and transfer herein contemplated of Conveyed Assets made pursuant to Section 2.01(a) shall constitute (and shall be construed and treated for all purposes as) a true and complete sale of the Trust Property (other than the Spread Account and the Policy), conveying good title thereto free and clear of any liens and encumbrances, from the Seller to the IssuerPurchaser, conveying good title to the Conveyed Assets free and clear of Liens, and such property shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy or similar law. However, in the event that such conveyance is deemed any or all of the Conveyed Assets are held or otherwise determined to be a pledge to secure a loan (in spite property of the express intent of Seller or not to have been conveyed to the parties hereto that this conveyance constitutes, and shall be construed and treated for all purposes, as Purchaser in a true and complete absolute sale), then the Seller hereby grants grants, pledges and assigns to the Issuer, for the benefit of the Securityholders and the Insurer, Purchaser a first priority perfected security interest in all of the Seller's ’s right, title and interest in, to and under such property, to secure payment of the obligation incurred by the Seller in the Trust Property whether now existing or hereafter created amount paid by the Purchaser for the Conveyed Assets and for the payment and performance of all proceeds obligations of the foregoing Seller hereunder. The Seller shall file and deliver, prior to secure the loan deemed to be made Closing Date, financing statements on UCC-1 in connection with respect of such pledge andsecurity interest, in such eventand the Seller hereby authorizes, this Agreement shall constitute a security agreement under applicable law. (b) As of on or after the Closing Date, the Issuer acknowledges filing of any financing statements or continuation statements, and amendments to financing statements, or any similar document in any jurisdictions and with any filing offices as the conveyance Purchaser may determine, in its sole discretion, are necessary or advisable to it perfect the security interest granted to the Purchaser herein. Such financing statements shall contain a statement to the following effect: “A purchase of or security interest in any collateral described in this financing statement other than by the Purchaser will violate the rights of the Trust Property from Purchaser” and may describe the SellerConveyed Assets in the same manner as described herein or may contain an indication or description of collateral that describes such property as necessary, including all right, title and interest advisable or prudent to ensure the perfection of the Seller security interest in and the Conveyed Assets granted to the Trust Property, receipt of which is hereby acknowledged by the Issuer. Concurrently with such delivery and in exchange therefor, the Issuer has pledged to the Indenture Trustee, for the benefit of the Securityholders and the Insurer, the Trust Property and the Indenture Trustee, pursuant to the written instructions of the Issuer, has executed and caused to be authenticated and delivered the Notes to the Seller or its designee, upon the order of the Issuer. In addition, concurrently with such delivery and in exchange therefor, the Owner Trustee, pursuant to the instructions of the Seller, has executed (not in its individual capacity, but solely as Owner Trustee on behalf of the Issuer) and caused to be authenticated and delivered the Certificates to the Seller or its designee, upon the order of the SellerPurchaser herein. (ce) In connection with The Seller has determined that the sale of the Contracts pursuant to the Purchase Agreement, Onyx has filed with the office of the Secretary of State of the State of California a UCC-1 financing statement naming Onyx as debtor, naming the Seller as secured party and including the Contracts in the description of the collateral. In connection with the sale Seller’s disposition of the Contracts pursuant to this Agreement, Agreement will be afforded sale treatment for accounting and tax purposes and shall treat the Seller has filed or caused to be filed with the Secretary of State of the State of California a UCC-1 financing statement naming the Seller as debtor, naming the Issuer as secured party, naming the Indenture Trustee, on behalf of the Noteholders, as assignee, and including the Contracts in the description of the collateral. In connection with the pledge disposition of the Contracts pursuant to the Indenture, the Trust has filed with the offices of the Secretary of State of the State of Delaware UCC-1 financing statements naming the Trust as debtor and the Indenture Trustee, on behalf of the Noteholders and the Insurer, as secured partythis Agreement in such manner. The grant sale of a security interest to the Indenture Trustee and the rights of the Indenture Trustee in the Contracts each Contract shall be governed by reflected on the Indenture. The Seller shall have caused UCC-2 termination statements to have been filed with the office of Secretary of State of the State of California terminating any effective UCC-1 financing statements with respect to any outstanding security interests in the Contracts. (d) From time to time, the Servicer shall cause to be taken such actions as are necessary to continue the perfection of the respective interests of the Trust Seller’s balance sheet and the Indenture Trustee in the Contracts and to continue the first priority security interest of the Indenture Trustee in the Financed Vehicles and their proceeds (other than, as to such priority, any statutory lien arising by operation of law after the Closing Date which is prior to such interest), including, without limitation, the filing of financing statements, amendments thereto or continuation financial statements and the making income tax returns as a sale of notations on records or documents of title. (e) If any change in the name, identity or corporate structure of the Seller or Onyx or the relocation of the chief executive office of either of them would make any financing or continuation statement or notice of lien filed under this Agreement or the other Basic Documents misleading within the meaning of applicable provisions of the UCC or any title statute, the Servicer, within the time period required assets by applicable law, shall file such financing statements or amendments as may be required to preserve and protect the interests of the Trust, the Indenture Trustee, the Securityholders and the Insurer in the Contracts, the related Financed Vehicles and the proceeds thereof. Promptly thereafter, the Servicer shall deliver to the Trust, the Indenture Trustee and the Insurer an Opinion of Counsel stating that, in the opinion of such counsel, all financing statements or amendments necessary fully to preserve and protect the interests of the Trust, the Indenture Trustee, the Securityholders and the Insurer in the Contracts, the related Financed Vehicles and the proceeds thereof have been filed, and reciting the details of such filings. (f) During the term of this Agreement, the Seller and Onyx the Purchaser shall each maintain its chief executive office in one treat the disposition of the states of the United StatesContracts hereunder as a sale for accounting and tax purposes. (g) The Servicer shall pay all reasonable costs and disbursements in connection with the perfection and the maintenance of perfection, as against all third parties, of the Indenture Trustee's right, title and interest in and to the Contracts and in connection with maintaining the first priority security interest (subject to the security interest of the Insurer pursuant to the Insurance Agreement) in the Financed Vehicles and the proceeds thereof.

CONVEYANCE OF CONTRACTS. (a) In consideration of the Issuer's delivery of the authenticated Notes and Certificates to or upon the order of the Seller, effective upon Seller of the Closing DateCertificates and $1,403,625,000 aggregate principal amount of Notes, the Seller hereby sells, grants, transfers, assigns and otherwise conveys and assigns to the Issuer, without recourse (except as expressly provided in Section 2.03 hereofsubject to the obligations herein), and hereby grants a security interest in all of the its right, title and interest (exclusive of the Seller amount, if any, allocable to any rebatable insurance premium financed by any Contract) in, to and under: (i) under the Contracts (which Contracts shall be listed in the Schedule of Contracts; (ii) ), including, without limitation, all monies payments of Monthly P&I received under the Contracts on or after the Cut-Off Date; (iii) ; all Net Liquidation Proceeds and Net Insurance Proceeds with respect to any Financed Vehicle to which a Contract relates received on or after the Cut-Off Date; (iv) the Contract Documents and Contract Files relating to the Contracts (except the Contract Documents and Contract Files for Contracts which have been the subject of a Full Prepayment received on or after the Cut-Off Date but no later and all other proceeds received on or in respect of such Contracts (other than two Business Days prior to the Closing Date, in lieu payments of which the Seller shall have deposited in or credited to the Collection Account Monthly P&I received on or prior to the Closing Date an amount equal to such Full Prepayment); (vCut-Off Date) the Trust Accounts and all amounts, financial assets and investment property held therein or credited thereto, including, if applicable, all Eligible Investments credited thereto (but excluding (A) the Payahead Account and all amounts, financial assets and investment property held therein or credited thereto, including all Eligible Investments credited thereto and (B) investment income credited to the Collection Account); (vi) the right of the Seller, as purchaser under the Purchase Agreement, to cause Onyx as seller thereunder to repurchase Contracts listed in the Schedule of Contracts under certain circumstances; (vii) any and all security interests of the Seller in the Financed Vehicles and Vehicles; the rights to receive proceeds from claims on certain insurance policies covering the Financed Vehicles or the individual Obligors under each related Contract; (viii) the Seller's right to proceeds under the Blanket Insurance Policy with respect Contract Documents relating to the Contracts; and (ix) and all proceeds in any way delivered with respect to the foregoing, all rights to payments with respect to the foregoing and all rights to enforce the foregoing. The foregoing items of property listed in this Section 2.01, together with the rights of the Indenture Trustee under the Policy, are collectively referred to as the "TRUST PROPERTY". In addition. (b) WFS hereby authorizes and will cause, on or prior to the Closing Date, the Seller shall cause the Insurer to deliver the Policy to the Indenture Trustee for the benefit filing of the Securityholders. It is the intention of UCC-1 financing statements naming WFS as debtor and the Seller as secured party and describing the Issuer that the assignment and transfer herein contemplated constitute (and shall be construed and treated for all purposes as) a true and complete sale of the Trust Property (other than the Spread Account and the Policy), conveying good title thereto free and clear of any liens and encumbrances, from the Seller to the Issuer. However, in the event that such conveyance is deemed to be a pledge to secure a loan (in spite of the express intent of the parties hereto that this conveyance constitutes, and shall be construed and treated for all purposes, Contracts as a true and complete sale), the Seller hereby grants to the Issuer, for the benefit of the Securityholders and the Insurer, a first priority perfected security interest in all of the Seller's right, title and interest in the Trust Property whether now existing or hereafter created and all proceeds of the foregoing to secure the loan deemed to be made in connection with such pledge and, in such event, this Agreement shall constitute a security agreement under applicable law. (b) As of the Closing Date, the Issuer acknowledges the conveyance to it of the Trust Property from the Seller, including all right, title and interest of the Seller in and to the Trust Property, receipt of which is hereby acknowledged by the Issuer. Concurrently with such delivery and in exchange therefor, the Issuer has pledged to the Indenture Trustee, for the benefit of the Securityholders and the Insurer, the Trust Property and the Indenture Trustee, pursuant to the written instructions of the Issuer, has executed and caused to be authenticated and delivered the Notes to the Seller or its designee, upon the order of the Issuer. In addition, concurrently with such delivery and in exchange therefor, the Owner Trustee, pursuant to the instructions of the Seller, has executed (not in its individual capacity, but solely as Owner Trustee on behalf of the Issuer) and caused to be authenticated and delivered the Certificates to the Seller or its designee, upon the order of the Seller. (c) In connection collateral with the sale of the Contracts pursuant to the Purchase Agreement, Onyx has filed with the office Office of the Secretary of State of the State of California a California. The Seller hereby authorizes and will cause, on or prior to the Closing Date, the filing of UCC-1 financing statement naming Onyx as debtorstatements, naming the Seller as debtor and the Trust as secured party and including describing the Contracts in the description of the as collateral. In connection , with the sale of the Contracts pursuant to this Agreement, the Seller has filed or caused to be filed with the Secretary of State of the State of California a UCC-1 financing statement naming the Seller as debtor, naming the Issuer as secured party, naming the Indenture Trustee, on behalf of the Noteholders, as assignee, and including the Contracts in the description of the collateral. In connection with the pledge of the Contracts pursuant to the Indenture, the Trust has filed with the offices Office of the Secretary of State of the State of Delaware California. The Trust has caused the filing of UCC-1 financing statements statements, naming the Trust as debtor and the Indenture Trustee, on behalf of the Noteholders and the InsurerNoteholders, as secured partyparty and describing the Contracts as collateral, with the office of the Secretary of State of the State of Delaware. The grant of a security interest to the Indenture Trustee and the rights of the Indenture Trustee in the Contracts shall be governed by the Indenture. The Seller shall have caused UCC-2 termination statements to have been filed with the office of Secretary of State of the State of California terminating any effective UCC-1 financing statements with respect to any outstanding security interests in the Contracts. (d) From time to time, the Master Servicer shall cause to be taken such actions as are necessary to continue the perfection of the respective interests of the Trust Indenture Trustee and the Indenture Trustee Trust in the Contracts and to continue the first priority security interest of the Indenture Trustee in the Financed Vehicles and their proceeds (other than, as to such priority, any statutory lien arising by operation of law after the Closing Date which is prior to such interest), including, without limitation, the filing of financing statements, amendments thereto or continuation statements and the making of notations on records or documents of title. (e) . If any change in the name, identity or corporate structure of the Seller or Onyx WFS or the relocation of the chief executive office of either any of them or their reincorporation in a different jurisdiction would make any financing or continuation statement or notice of lien filed under this Agreement or the other Basic Documents seriously misleading within the meaning of applicable provisions of the UCC or any title statute, the Master Servicer, within the time period required by applicable law, shall file such financing statements or amendments as may be required to preserve and protect the interests of the Trust, the Indenture Trustee, the Securityholders Owner Trustee and the Insurer Securityholders in the Contracts, the related Financed Vehicles and the proceeds thereof. Promptly thereafter, the Master Servicer shall deliver to the Trust, the Indenture Trustee and the Insurer Owner Trustee an Opinion of Counsel stating that, in the opinion of such counsel, all financing statements or amendments necessary fully to preserve and protect the interests of the Trust, the Indenture Trustee, the Owner Trustee and Securityholders and the Insurer in the Contracts, the related Financed Vehicles and the proceeds thereof have been filed, and reciting the details of such filings. (f) . During the term of this Agreement, the Seller and Onyx WFS shall each maintain its chief executive office in one of the states of the United States. (g) , other than Louisiana or Tennessee. The Master Servicer shall pay all reasonable costs and disbursements in connection with the perfection and the maintenance of perfection, as against all third parties, of the Indenture Trustee's right, title and interest in and to the Contracts and in connection with maintaining the first priority security interest (subject to the security interest of the Insurer pursuant to the Insurance Agreement) in the Financed Vehicles and the proceeds thereof.

CONVEYANCE OF CONTRACTS. (a) In consideration of the Issuer's delivery of the authenticated Notes and Certificates Certificates, in an aggregate amount equal to $430,000,000, to or upon the order of the Seller, effective upon the Closing Date, the Seller hereby sells, grants, transfers, conveys and assigns to the Issuer, without recourse (except as expressly provided in Section 2.03 hereof), all of the right, title and interest of the Seller in, to and under: (i) the Contracts listed in the Schedule of Contracts; (ii) all monies received under the Contracts on or after the Cut-Off Date; (iii) all Net Liquidation Proceeds and Net Insurance Proceeds with respect to any Financed Vehicle to which a Contract relates received on or after the Cut-Off Date; (iv) the Contract Documents and Contract Files relating to the Contracts (except the Contract Documents and Contract Files for Contracts which have been the subject of a Full Prepayment received on or after the Cut-Off Date but no later than two Business Days prior to the Closing Date, in lieu of which the Seller shall have deposited in or credited to the Collection Account on or prior to the Closing Date an amount equal to such Full Prepayment); (v) the Trust Accounts and all amounts, financial assets and investment property held therein or credited thereto, including, if applicable, all Eligible Investments credited thereto (but excluding (A) the Payahead Account and all amounts, financial assets and investment property held therein or credited thereto, including all Eligible Investments credited thereto and (B) investment income credited to the Collection Account); (vi) the right of the Seller, as purchaser under the Purchase Agreement, to cause Onyx as seller thereunder to repurchase Contracts listed in the Schedule of Contracts under certain circumstances; (vii) any and all security interests of the Seller in the Financed Vehicles and the rights to receive proceeds from claims on certain insurance policies covering the Financed Vehicles or the individual Obligors under each related Contract; (viii) the Seller's right to proceeds under the Blanket Insurance Policy with respect to the Contracts; and (ix) all proceeds in any way delivered with respect to the foregoing, all rights to payments with respect to the foregoing and all rights to enforce the foregoing. The foregoing items of property listed in this Section 2.01, together with the rights of the Indenture Trustee under the Policy, are collectively referred to as the "TRUST PROPERTY". In addition, on or prior to the Closing Date, the Seller shall cause the Insurer to deliver the Policy to the Indenture Trustee for the benefit of the Securityholders. It is the intention of the Seller and the Issuer that the assignment and transfer herein contemplated constitute (and shall be construed and treated for all purposes as) a true and complete sale of the Trust Property (other than the Spread Account and the Policy), conveying good title thereto free and clear of any liens and encumbrances, from the Seller to the Issuer. However, in the event that such conveyance is deemed to be a pledge to secure a loan (in spite of the express intent of the parties hereto that this conveyance constitutes, and shall be construed and treated for all purposes, as a true and complete sale), the Seller hereby grants to the Issuer, for the benefit of the Securityholders and the Insurer, a first priority perfected security interest in all of the Seller's right, title and interest in the Trust Property whether now existing or hereafter created and all proceeds of the foregoing to secure the loan deemed to be made in connection with such pledge and, in such event, this Agreement shall constitute a security agreement under applicable law. (b) As of the Closing Date, the Issuer acknowledges the conveyance to it of the Trust Property from the Seller, including all right, title and interest of the Seller in and to the Trust Property, receipt of which is hereby acknowledged by the Issuer. Concurrently with such delivery and in exchange therefor, the Issuer has pledged to the Indenture Trustee, for the benefit of the Securityholders and the Insurer, the Trust Property and the Indenture Trustee, pursuant to the written instructions of the Issuer, has executed and caused to be authenticated and delivered the Notes to the Seller or its designee, upon the order of the Issuer. In addition, concurrently with such delivery and in exchange therefor, the Owner Trustee, pursuant to the instructions of the Seller, has executed (not in its individual capacity, but solely as Owner Trustee on behalf of the Issuer) and caused to be authenticated and delivered the Certificates to the Seller or its designee, upon the order of the Seller. (c) In connection with the sale of the Contracts pursuant to the Purchase Agreement, Onyx has filed with the office of the Secretary of State of the State of California a UCC-1 financing statement naming Onyx as debtor, naming the Seller as secured party and including the Contracts in the description of the collateral. In connection with the sale of the Contracts pursuant to this Agreement, the Seller has filed or caused to be filed with the Secretary of State of the State of California a UCC-1 financing statement naming the Seller as debtor, naming the Issuer as secured party, naming the Indenture Trustee, on behalf of the Noteholders, as assignee, and including the Contracts in the description of the collateral. In connection with the pledge of the Contracts pursuant to the Indenture, the Trust has filed with the offices of the Secretary of State of the State of Delaware UCC-1 financing statements naming the Trust as debtor and the Indenture Trustee, on behalf of the Noteholders and the Insurer, as secured party. The grant of a security interest to the Indenture Trustee and the rights of the Indenture Trustee in the Contracts shall be governed by the Indenture. The Seller shall have caused UCC-2 termination statements to have been filed with the office of Secretary of State of the State of California terminating any effective UCC-1 financing statements with respect to any outstanding security interests in the Contracts. (d) From time to time, the Servicer shall cause to be taken such actions as are necessary to continue the perfection of the respective interests of the Trust and the Indenture Trustee in the Contracts and to continue the first priority security interest of the Indenture Trustee in the Financed Vehicles and their proceeds (other than, as to such priority, any statutory lien arising by operation of law after the Closing Date which is prior to such interest), including, without limitation, the filing of financing statements, amendments thereto or continuation statements and the making of notations on records or documents of title. (e) If any change in the name, identity or corporate structure of the Seller or Onyx or the relocation of the chief executive office of either of them would make any financing or continuation statement or notice of lien filed under this Agreement or the other Basic Documents misleading within the meaning of applicable provisions of the UCC or any title statute, the Servicer, within the time period required by applicable law, shall file such financing statements or amendments as may be required to preserve and protect the interests of the Trust, the Indenture Trustee, the Securityholders and the Insurer in the Contracts, the related Financed Vehicles and the proceeds thereof. Promptly thereafter, the Servicer shall deliver to the Trust, the Indenture Trustee and the Insurer an Opinion of Counsel stating that, in the opinion of such counsel, all financing statements or amendments necessary fully to preserve and protect the interests of the Trust, the Indenture Trustee, the Securityholders and the Insurer in the Contracts, the related Financed Vehicles and the proceeds thereof have been filed, and reciting the details of such filings. (f) During the term of this Agreement, the Seller and Onyx shall each maintain its chief executive office in one of the states of the United States. (g) The Servicer shall pay all reasonable costs and disbursements in connection with the perfection and the maintenance of perfection, as against all third parties, of the Indenture Trustee's right, title and interest in and to the Contracts and in connection with maintaining the first priority security interest (subject to the security interest of the Insurer pursuant to the Insurance Agreement) in the Financed Vehicles and the proceeds thereof.

CONVEYANCE OF CONTRACTS. (a) In consideration of the Issuer's ’s delivery of the authenticated Notes and Certificates Notes, in an aggregate amount equal to $700,000,000, to or upon the order of the Seller, effective upon the Closing Date, the Seller hereby sells, grants, transfers, conveys and assigns to the Issuer, without recourse (except as expressly provided in Section 2.03 hereof), all of the right, title and interest of the Seller in, to and under: (i) the Funded Contracts listed in the Schedule of Contracts; (ii) all monies received under the Funded Contracts on or after the related Cut-Off Date; (iii) all Net Liquidation Proceeds and Net Insurance Proceeds with respect to any Financed Vehicle to which a Funded Contract relates received on or after the related Cut-Off Date; (iv) the Contract Documents and Contract Files relating to the Funded Contracts (except the Contract Documents and Contract Files for Funded Contracts which have been the subject of a Full Prepayment received on or after the related Cut-Off Date but no later than two Business Days prior to the Closing Date, in lieu of which the Seller shall have deposited in or credited to the Collection Account on or prior to the Closing Date an amount equal to such Full Prepayment); (v) the Trust Accounts and all amounts, financial assets and investment property held therein or credited thereto, including, if applicable, all Eligible Investments credited thereto (but excluding (A) the Payahead Account and all amounts, financial assets and investment property held therein or credited thereto, including all Eligible Investments credited thereto and (B) investment income credited to the Collection Account); (vi) the right of the Seller, as purchaser under the Purchase Agreement, to cause Onyx as seller thereunder to repurchase Funded Contracts listed in the Schedule of Contracts under certain circumstancescircumstances (such right may be enforced by the Issuer or the Indenture Trustee at the direction of the Insurer); (vii) any and all security interests of the Seller in the Financed Vehicles and the rights to receive proceeds from claims on certain insurance policies covering the Financed Vehicles or the individual Obligors under each related Funded Contract;; and (viii) the Seller's right to all proceeds under the Blanket Insurance Policy in any way delivered with respect to the foregoing, all rights to payments with respect to the foregoing and all rights to enforce the foregoing. (b) Subject to the conditions set forth in Section 2.10, in consideration of the Issuer’s delivery of authenticated Notes, in an aggregate amount equal to $700,000,000, to or upon the order of the Seller, effective upon the Closing Date, the Seller hereby sells, grants, transfers, conveys and assigns to the Issuer, without recourse (except as expressly provided in Section 2.03 hereof) effective upon delivery to the Issuer on the related Prefunding Transfer Date against payment therefor from the Prefunding Account in accordance with Section 4.06(b), all of the right, title and interest of the Seller in, to and under: (i) all Prefunded Contracts listed on the Schedule of Contracts for such Contracts; (ii) all monies received under the Prefunded Contracts on or after the related Prefunding Cut-Off Date; (iii) all Net Liquidation Proceeds and Net Insurance Proceeds with respect to any Financed Vehicle to which a Prefunded Contract relates received on or after the related Prefunding Cut-Off Date; (iv) the Contract Documents and Contract Files relating to the Prefunded Contracts; (v) the right of the Seller, as purchaser under the Purchase Agreement, to cause Onyx as seller thereunder to repurchase Prefunded Contracts listed on the Schedule of Contracts under certain circumstances; (vi) any and all security interests of the Seller in the related Financed Vehicles and the rights to receive proceeds from claims on certain insurance policies covering such Financed Vehicles or the individual Obligors under each related Prefunded Contract; and (ixvii) all proceeds in any way delivered with respect to the foregoing, all rights to payments with respect to the foregoing and all rights to enforce the foregoing. The foregoing items of property listed in this Section 2.01, together with the rights of the Indenture Trustee under the Policy, Sections 2.01(a) and (b) are collectively referred to as the "TRUST PROPERTY"“Trust Property”. In addition, on or prior to the Closing Date, the Seller shall cause the Insurer to deliver the Policy to the Indenture Trustee for the benefit of the SecurityholdersNoteholders. It is the intention of the Seller and the Issuer that the assignment and transfer herein contemplated constitute (and shall be construed and treated for all purposes as) a true and complete sale of the Trust Property (other than the Spread Account and the Policy), conveying good title thereto free and clear of any liens and encumbrances, from the Seller to the Issuer. However, in the event that such conveyance is deemed to be a pledge to secure a loan (in spite of the express intent of the parties hereto that this conveyance constitutes, and shall be construed and treated for all purposes, as a true and complete sale), the Seller hereby grants to the Issuer, for the benefit of the Securityholders Noteholders and the Insurer, a first priority perfected security interest in all of the Seller's ’s right, title and interest in the Trust Property whether now existing or hereafter created and all proceeds of the foregoing to secure the loan deemed to be made in connection with such pledge and, in such event, this Agreement shall constitute a security agreement under applicable law. (bc) As of the Closing Date, the Issuer acknowledges the conveyance to it of the Trust Property from the Seller, including all right, title and interest of the Seller in and to the Trust Property, receipt of which is hereby acknowledged by the Issuer. Concurrently with such delivery and in exchange therefor, the Issuer has pledged to the Indenture Trustee, for the benefit of the Securityholders and the InsurerIndenture Secured Parties, the Trust Property and the Indenture Trustee, pursuant to the written instructions of the Issuer, has executed and caused to be authenticated and delivered the Notes to the Seller or its designee, upon the order of the Issuer. In addition, concurrently with such delivery and in exchange therefor, the Owner Trustee, pursuant to the instructions of the Seller, has executed (not in its individual capacity, but solely as Owner Trustee on behalf of the Issuer) and caused to be authenticated and delivered the Certificates to the Seller or its designee, upon the order of the Seller. (cd) In connection with the sale of the Contracts pursuant to the Purchase Agreement, Onyx has filed with the office of the Secretary of State of the State of California Delaware a UCC-1 financing statement naming Onyx as debtor, naming the Seller as secured party and including the Contracts in the description of the collateral, such filing made in order to continue the effectiveness of a financing statement naming Onyx as debtor and the Seller as secured party filed with the office of the Secretary of State of the State of California prior to July 1, 2001. In connection with the sale of the Contracts pursuant to this Agreement, the Seller has filed or caused to be filed with the Secretary of State of the State of California Delaware a UCC-1 financing statement naming the Seller as debtor, naming the Issuer as secured party, naming the Indenture Trustee, on behalf of the Noteholders, as assignee, and including the Contracts in the description of the collateral. In connection with the pledge of the Contracts pursuant to the Indenture, the Trust has filed with the offices of the Secretary of State of the State of Delaware UCC-1 financing statements naming the Trust as debtor and the Indenture Trustee, on behalf of the Noteholders and the Insurer, as secured party. The grant of a security interest to the Indenture Trustee and the rights of the Indenture Trustee in the Contracts and other Collateral shall be governed by the Indenture. The Seller shall have caused UCC-2 termination statements UCC-3 amendments to have been filed with the office of Secretary of State of the State of California terminating any effective UCC-1 financing statements Delaware with respect to any outstanding security interests in the Contracts. (de) From time to time, the Servicer shall cause to be taken such actions as are necessary to continue the perfection of the respective interests of the Trust and the Indenture Trustee in the Contracts and to continue the first priority security interest of the Indenture Trustee in the Financed Vehicles and their proceeds (other than, as to such priority, any statutory lien arising by operation of law after the Closing Date which is prior to such interest), including, without limitation, the filing of financing statements, amendments thereto or continuation statements and the making of notations on records or documents of title. (ef) If any change in the name, identity or corporate structure of the Seller or Onyx or the relocation of the chief executive office state of organization of either of them would make any financing or continuation statement or notice of lien filed under this Agreement or the other Basic Documents misleading within the meaning of applicable provisions of the UCC or any title statute, the Servicer, within the time period required by applicable law, shall file such financing statements or amendments as may be required to preserve and protect the interests of the Trust, the Indenture Trustee, the Securityholders Noteholders and the Insurer in the Contracts, the related Financed Vehicles and the proceeds thereof. Promptly thereafter, the Servicer shall deliver to the Trust, the Indenture Trustee and the Insurer an Opinion of Counsel stating that, in the opinion of such counsel, all financing statements or amendments necessary fully to preserve and protect the interests of the Trust, the Indenture Trustee, the Securityholders and the Insurer in the Contracts, the related Financed Vehicles and the proceeds thereof have been filed, and reciting the details of such filings. (fg) During the term of this Agreement, the Seller and Onyx shall each maintain its chief executive office in continue to be an organization organized under the laws of one of the states of the United States. (gh) The Servicer shall pay all reasonable costs and disbursements in connection with the perfection and the maintenance of perfection, as against all third parties, of the Indenture Trustee's ’s right, title and interest in and to the Contracts and in connection with maintaining the first priority security interest (subject to the security interest of the Insurer pursuant to the Insurance Agreement) in the Financed Vehicles and the proceeds thereof.

CONVEYANCE OF CONTRACTS. (a) In consideration of the Issuer's delivery of the authenticated Notes and Certificates to or upon the order of the Seller, effective upon the Closing Date, the Seller hereby sells, grants, transfers, conveys and assigns to the Issuer, without recourse (except as expressly provided in Section 2.03 hereof), all of the right, title and interest of the Seller in, to and under: (i) the Contracts listed in the Schedule of Contracts; (ii) Contracts including, without limitation, all monies received under the Contracts payments of Monthly P&I due on or after the Cut-Off Date; (iii) , all Net Liquidation Proceeds and Net Insurance Proceeds with respect to any Financed Vehicle to which a Contract relates received on or after the Cut-Off DateDate and all other proceeds received on or after the Cut-Off Date in respect of such Contracts and any and all security interests in the Financed Vehicles; (ivii) the Contract Documents and Contract Files relating to the Contracts (except the Contract Documents and Contract Files for Contracts which have been the subject of a Full Prepayment received on or after the Cut-Off Date but no later than two Business Days prior to the Closing Date, in lieu of which the Seller shall have deposited in or credited to the Collection Account on or prior to the Closing Date an amount equal to such Full Prepayment); (viii) the Trust Accounts and all amounts, financial assets and investment property held therein or credited thereto, including, if applicable, all Eligible Investments credited thereto (but excluding (A) the Payahead Account and all amounts, financial assets and investment property held therein or credited thereto, including all Eligible Investments credited thereto and (B) investment income credited to the Collection Accountthereto); (viiv) the right of the Seller, as purchaser under the Purchase Agreement, to cause Onyx as seller thereunder to repurchase Contracts listed in the Schedule of Contracts under certain circumstances; (viiv) any and all the security interests interest of the Seller in the Financed Vehicles and the rights to receive proceeds from claims on certain insurance policies covering the Financed Vehicles or the individual Obligors under each related Contract; (viiivi) the Seller's right to proceeds under the Blanket Insurance Policy with respect to the Contracts; and (ixvii) all proceeds in any way delivered with respect to the foregoing, all rights to payments with respect to the foregoing and all rights to enforce the foregoing. The foregoing items of property listed in this Section 2.01, together with the rights of the Indenture Trustee and the Co-Owner Trustee under the Policy, are collectively referred to as the "TRUST PROPERTY". In addition, on or prior to the Closing Date, the Seller shall cause the Insurer to deliver the Policy to the Indenture Trustee for the benefit of the Securityholders. It is the intention of the Seller and the Issuer that the assignment and transfer herein contemplated constitute (and shall be construed and treated for all purposes as) a true and complete sale of the Trust Property (other than the Spread Account and the Policy), conveying good title thereto free and clear of any liens and encumbrances, from the Seller to the Issuer. However, in the event that such conveyance is deemed to be a pledge to secure a loan (in spite of the express intent of the parties hereto that this conveyance constitutes, constitutes (and shall be construed and treated for all purposes, ) as a true and complete sale), the Seller hereby grants to the Issuer, for the benefit of the Securityholders and the Insurer, a first priority perfected security interest in all of the Seller's right, title and interest in the Trust Property whether now existing or hereafter created and all proceeds of the foregoing to secure the loan deemed to be made in connection with such pledge and, in such event, this Agreement shall constitute a security agreement under applicable law. (b) As of the Closing Date, the Issuer acknowledges the conveyance to it of the Trust Property Property, including from the Seller, including Seller all right, title and interest of the Seller in and to the Trust Property, receipt of which is hereby acknowledged by the Issuer. Concurrently with such delivery and in exchange therefor, the Issuer has pledged to the Indenture Trustee, for the benefit of the Securityholders and the Insurer, the Trust Property and the Indenture Trustee, pursuant to the written instructions of the Issuer, has executed and caused to be authenticated and delivered the Notes to the Seller or its designee, upon the order of the Issuer. In addition, concurrently with such delivery and in exchange therefor, the Co-Owner Trustee, pursuant to the instructions of the Seller, has executed (not in its individual capacity, but solely as Co-Owner Trustee on behalf of the Issuer) and caused to be authenticated and delivered the Certificates to the Seller or its designee, upon the order of the Seller. (c) In connection with the sale of the Contracts pursuant to the Purchase Agreement, Onyx has filed with the office of the Secretary of State of the State of California a UCC-1 financing statement naming Onyx as debtor, naming the Seller as secured party and including the Contracts in the description of the collateral. In connection with the sale of the Contracts pursuant to this Agreement, the Seller has filed or caused to be filed with the Secretary of State of the State of California a UCC-1 financing statement naming the Seller as debtor, naming the Issuer as secured party, naming the Indenture Trustee, on behalf of the Noteholders, as assignee, and including the Contracts in the description of the collateral. In connection with the pledge of the Contracts pursuant to the Indenture, the Trust has filed with the offices of the Secretary of State of the State of Delaware UCC-1 financing statements naming the Trust as debtor and the Indenture Trustee, on behalf of the Noteholders and the Insurer, as secured party. The grant of a security interest to the Indenture Trustee and the rights of the Indenture Trustee in the Contracts shall be governed by the Indenture. The Seller shall have caused UCC-2 termination statements to have been filed with the office of Secretary of State of the State of California terminating any effective UCC-1 financing statements with respect to any outstanding security interests in the Contracts. (d) From time to time, the Servicer shall cause to be taken such actions as are necessary to continue the perfection of the respective interests of the Trust and the Indenture Trustee in the Contracts and to continue the first priority security interest of the Indenture Trustee in the Financed Vehicles and their proceeds (other than, as to such priority, any statutory lien arising by operation of law after the Closing Date which is prior to such interest), including, without limitation, the filing of financing statements, amendments thereto or continuation statements and the making of notations on records or documents of title. (e) If any change in the name, identity or corporate structure of the Seller or Onyx or the relocation of the chief executive office of either of them would make any financing or continuation statement or notice of lien filed under this Agreement or the other Basic Documents misleading within the meaning of applicable provisions of the UCC or any title statute, the Servicer, within the time period required by applicable law, shall file such financing statements or amendments as may be required to preserve and protect the interests of the Trust, the Indenture Trustee, the Securityholders and the Insurer in the Contracts, the related Financed Vehicles and the proceeds thereof. Promptly thereafter, the Servicer shall deliver to the Trust, the Indenture Trustee and the Insurer an Opinion of Counsel stating that, in the opinion of such counsel, all financing statements or amendments necessary fully to preserve and protect the interests of the Trust, the Indenture Trustee, the Securityholders and the Insurer in the Contracts, the related Financed Vehicles and the proceeds thereof have been filed, and reciting the details of such filings. (f) During the term of this Agreement, the Seller and Onyx shall each maintain its chief executive office in one of the states of the United States. (g) The Servicer shall pay all reasonable costs and disbursements in connection with the perfection and the maintenance of perfection, as against all third parties, of the Indenture Trustee's right, title and interest in and to the Contracts and in connection with maintaining the first priority security interest (subject to the security interest of the Insurer pursuant to the Insurance Agreement) in the Financed Vehicles and the proceeds thereof.

CONVEYANCE OF CONTRACTS. (a) a. In consideration of the Issuer's WFSRC3’s delivery of the authenticated Notes and Certificates to or upon the order of WFS of the Sellerpurchase price for the Contracts listed on Schedule A hereto (the “Schedule of Contracts”), effective upon the Closing Date, the Seller WFS hereby sells, grants, transfers, assigns and otherwise conveys and assigns to WFSRC3 on the IssuerSubsequent Transfer Date, without recourse (except as expressly provided in Section 2.03 hereofsubject to the obligations herein), all of the its right, title and interest interest, including all rights to service the Subsequent Contracts (exclusive of the Seller amount, if any, allocable to any rebatable insurance premium financed by any such Subsequent Contract) in, to and under: (i) under each and all of the Subsequent Contracts listed in the on that Schedule of Contracts; (ii) , including, without limitation, all monies payments of Monthly P&I received under the Contracts on or after the Cut-Off Date; (iii) close of business on August 17, 2005; all Net Liquidation Proceeds and Net Insurance Proceeds with respect to any Financed Vehicle to which a Subsequent Contract relates received on or after the Cut-Off Date; (iv) the Contract Documents close of business on August 17, 2005 and Contract Files relating to the Contracts (except the Contract Documents and Contract Files for Contracts which have been the subject of a Full Prepayment all other proceeds received on or after the Cut-Off Date but no later than two Business Days prior to the Closing Datein respect of any such Subsequent Contract, in lieu of which the Seller shall have deposited in or credited to the Collection Account on or prior to the Closing Date an amount equal to such Full Prepayment); (v) the Trust Accounts and all amounts, financial assets and investment property held therein or credited thereto, including, if applicable, all Eligible Investments credited thereto (but excluding (A) the Payahead Account and all amounts, financial assets and investment property held therein or credited thereto, including all Eligible Investments credited thereto and (B) investment income credited to the Collection Account); (vi) the right of the Seller, as purchaser under the Purchase Agreement, to cause Onyx as seller thereunder to repurchase Contracts listed in the Schedule of Contracts under certain circumstances; (vii) any and all security interests of the Seller in the Financed Vehicles and Vehicles; the rights Contract Documents relating to receive proceeds from claims on certain insurance policies covering the Financed Vehicles or the individual Obligors under each related Contract; (viii) the Seller's right to proceeds under the Blanket Insurance Policy with respect to the of such Subsequent Contracts; and (ix) and all proceeds in any way delivered with respect to the foregoing, all rights to payments with respect to the foregoing and all rights to enforce the foregoing. The foregoing items Although the parties intend, and have expressly so stated, that the conveyance of property listed in this Section 2.01WFS’ right, together with the rights of the Indenture Trustee title and interest in, to and under the PolicySubsequent Contracts pursuant to this Agreement shall constitute a purchase and sale and not a financing, are collectively referred in order to as the "TRUST PROPERTY". In addition, on or prior to the Closing Date, the Seller shall cause the Insurer to deliver the Policy to the Indenture Trustee for the benefit of the Securityholders. It is the intention of the Seller and the Issuer that the assignment and transfer herein contemplated constitute (and shall be construed and treated for all purposes as) a true and complete sale of the Trust Property (other than the Spread Account and the Policy), conveying good title thereto free and clear of any liens and encumbrances, from the Seller to the Issuer. However, protect WFSRC3 in the event that, despite such express intention that the transaction be treated as a sale, such conveyance is instead deemed to be a pledge to secure a loan (in spite of the express intent of the parties hereto that this conveyance constitutesfinancing, and shall be construed and treated for all purposes, as a true and complete sale), the Seller WFS hereby grants to the Issuer, for the benefit of the Securityholders and the Insurer, WFSRC3 a first priority perfected security interest in all of the Seller's WFS’ right, title and interest in in, to and under the Trust Property whether now existing or hereafter created and Subsequent Contracts, including all proceeds of the foregoing thereof to secure the loan deemed to be made in connection with repayment of such pledge andfinancing, in such event, and agrees this Agreement shall constitute a security agreement under applicable law. (b) As b. The purchase price for the Subsequent Contracts is $437,296,585.11. At the Subsequent Transfer Date WFSRC3 shall deliver to WFS the amount on deposit in the Pre-Funding Account on such date as part of the Closing Date, consideration for the Issuer acknowledges the conveyance to it transfer of the Trust Property from the Seller, including all right, title and interest of the Seller in and Subsequent Contracts to the Trust Property, receipt of which pursuant to this Agreement. To the extent the amount received by WFS from WFSRC3 at the Subsequent Transfer Date is hereby acknowledged by insufficient to fully pay the Issuer. Concurrently with such delivery and in exchange thereforpurchase price, the Issuer balance shall be accounted for as an advance obligation due from WFSRC3 to WFS under the Revolving Line of Credit Agreement, as amended, dated as of August 8, 2002, by and between WFS and WFSRC3. c. WFS has pledged to the Indenture Trustee, for the benefit of the Securityholders and the Insurer, the Trust Property and the Indenture Trustee, pursuant to the written instructions of the Issuer, has executed and caused filed or authorized to be authenticated and delivered the Notes to the Seller or its designee, upon the order of the Issuer. In addition, concurrently with such delivery and in exchange therefor, the Owner Trustee, pursuant to the instructions of the Seller, has executed (not in its individual capacity, but solely as Owner Trustee on behalf of the Issuer) and caused to be authenticated and delivered the Certificates to the Seller or its designee, upon the order of the Seller. (c) In connection with the sale of the Contracts pursuant to the Purchase Agreement, Onyx has filed with the office of the Secretary of State of the State of California a UCC-1 financing statement naming Onyx statements as debtor, naming the Seller WFSRC3 as secured party and including the Contracts in the description of the collateral. In connection with the sale describing all of the Contracts pursuant to this Agreement, the Seller has filed or caused to be filed with the Secretary of State of the State of California a UCC-1 financing statement naming the Seller as debtor, naming the Issuer as secured party, naming the Indenture Trustee, on behalf of the Noteholders, as assignee, and including the Contracts in the description of the collateral. In connection with the pledge of the Contracts pursuant to the Indenture, the Trust has filed with the offices of the Secretary of State of the State of Delaware UCC-1 financing statements naming the Trust as debtor and the Indenture Trustee, on behalf of the Noteholders and the Insurer, as secured party. The grant of a security interest to the Indenture Trustee and the rights of the Indenture Trustee in the Contracts shall be governed by the Indenture. The Seller shall have caused UCC-2 termination statements to have been filed with the office of Secretary of State of the State of California terminating any effective UCC-1 financing statements with respect to any outstanding security interests in the Contracts. (d) From time to time, the Servicer WFS shall cause to be taken such actions as are necessary to continue the perfection of the respective interests of the Trust and the Indenture Trustee WFSRC3 in the Contracts and to continue the first priority security interest of the Indenture Trustee in the Financed Vehicles and their proceeds (other than, as to such priority, any statutory lien arising by operation of law after the Closing Subsequent Transfer Date which is prior to such interest), including, without limitation, the filing of financing statements, amendments thereto or continuation statements and the making of notations on records or documents of title. (e) d. If any change in the name, identity or corporate structure of the Seller or Onyx WFS or the relocation place of the chief executive office of either of them its incorporation would make any financing or continuation statement or notice of lien filed under this Agreement or the other Basic Documents seriously misleading within the meaning of applicable provisions of the UCC or any title statute, the Servicer, WFS within the time period required by applicable law, shall file such financing statements or amendments as may be required to preserve and protect the interests of the Trust, the Indenture Trustee, the Securityholders and the Insurer WFSRC3 in the Contracts, the related Financed Vehicles and the proceeds thereof. Promptly thereafter, the Servicer WFS shall deliver to the Trust, the Indenture Trustee and the Insurer WFSRC3 an Opinion of Counsel stating that, in the opinion of such counsel, all financing statements or amendments necessary fully to preserve and protect the interests of the Trust, the Indenture Trustee, the Securityholders and the Insurer WFSRC3 in the Contracts, the related Financed Vehicles and the proceeds thereof have been filed, and reciting the details of such filings. (f) During the term of this Agreement, the Seller and Onyx shall each maintain its chief executive office in one of the states of the United States. (g) The Servicer e. WFS shall pay all reasonable costs and disbursements in connection with the perfection and the maintenance of perfection, as against all third parties, of the Indenture Trustee's WFSRC3’s right, title and interest in and to the Contracts and in connection with maintaining the first priority security interest (subject to the security interest of the Insurer pursuant to the Insurance Agreement) in the Financed Vehicles and the proceeds thereof.

CONVEYANCE OF CONTRACTS. (a) In consideration of the Issuer's delivery of the authenticated Notes and Certificates Notes, in an aggregate amount equal to $450,000,000, to or upon the order of the Seller, effective upon the Closing Date, the Seller hereby sells, grants, transfers, conveys and assigns to the Issuer, without recourse (except as expressly provided in Section 2.03 hereof), all of the right, title and interest of the Seller in, to and under: (i) the Funded Contracts listed in the Schedule of Contracts; (ii) all monies received under the Funded Contracts on or after the related Cut-Off Date; (iii) all Net Liquidation Proceeds and Net Insurance Proceeds with respect to any Financed Vehicle to which a Funded Contract relates received on or after the related Cut-Off Date; (iv) the Contract Documents and Contract Files relating to the Funded Contracts (except the Contract Documents and Contract Files for Funded Contracts which have been the subject of a Full Prepayment received on or after the related Cut-Off Date but no later than two Business Days prior to the Closing Date, in lieu of which the Seller shall have deposited in or credited to the Collection Account on or prior to the Closing Date an amount equal to such Full Prepayment); (v) the Trust Accounts and all amounts, financial assets and investment property held therein or credited thereto, including, if applicable, all Eligible Investments credited thereto (but excluding (A) the Payahead Account and all amounts, financial assets and investment property held therein or credited thereto, including all Eligible Investments credited thereto and (B) investment income credited to the Collection Account); (vi) the right of the Seller, as purchaser under the Purchase Agreement, to cause Onyx as seller thereunder to repurchase Funded Contracts listed in the Schedule of Contracts under certain circumstancescircumstances (such right may be enforced by the Issuer or the Indenture Trustee at the direction of the Insurer); (vii) any and all security interests of the Seller in the Financed Vehicles and the rights to receive proceeds from claims on certain insurance policies covering the Financed Vehicles or the individual Obligors under each related Funded Contract; (viii) the Seller's right to proceeds under the Blanket Insurance Policy with respect to the Funded Contracts; and (ix) all proceeds in any way delivered with respect to the foregoing, all rights to payments with respect to the foregoing and all rights to enforce the foregoing. (b) Subject to the conditions set forth in Section 2.01(c), in consideration of the Issuer's delivery of authenticated Notes, in an aggregate amount equal to $450,000,000, to or upon the order of the Seller, effective upon the Closing Date, the Seller hereby sells, grants, transfers, conveys and assigns to the Issuer, without recourse (except as expressly provided in Section 2.03 hereof) effective upon delivery to the Issuer on the related Prefunding Transfer Date against payment therefor from the Prefunding Account in accordance with Section 4.07(b), all of the right, title and interest of the Seller in, to and under: (i) all Prefunded Contracts listed on each Transfer Certificate; (ii) all monies received under the Prefunded Contracts on or after the related Prefunding Cut-Off Date; (iii) all Net Liquidation Proceeds and Net Insurance Proceeds with respect to any Financed Vehicle to which a Prefunded Contract relates received on or after the related Prefunding Cut-Off Date; (iv) the Contract Documents and Contract Files relating to the Prefunded Contracts; (v) the right of the Seller, as purchaser under the Purchase Agreement, to cause Onyx as seller thereunder to repurchase Prefunded Contracts listed on any Transfer Certificate under certain circumstances; (vi) any and all security interests of the Seller in the related Financed Vehicles and the rights to receive proceeds from claims on certain insurance policies covering such Financed Vehicles or the individual Obligors under each related Prefunded Contract; (vii) the Seller's right to proceeds under the Blanket Insurance Policy with respect to the Prefunded Contracts; and (viii) all proceeds in any way delivered with respect to the foregoing, all rights to payments with respect to the foregoing and all rights to enforce the foregoing. The foregoing items of property listed in this Section 2.01Sections 2.01(a) and (b), together with the rights of the Indenture Trustee under the Policy, are collectively referred to as the "TRUST PROPERTY". In addition, on or prior to the Closing Date, the Seller shall cause the Insurer to deliver the Policy to the Indenture Trustee for the benefit of the SecurityholdersNoteholders. It is the intention of the Seller and the Issuer that the assignment and transfer herein contemplated constitute (and shall be construed and treated for all purposes as) a true and complete sale of the Trust Property (other than the Spread Account and the Policy), conveying good title thereto free and clear of any liens and encumbrances, from the Seller to the Issuer. However, in the event that such conveyance is deemed to be a pledge to secure a loan (in spite of the express intent of the parties hereto that this conveyance constitutes, and shall be construed and treated for all purposes, as a true and complete sale), the Seller hereby grants to the Issuer, for the benefit of the Securityholders Noteholders and the Insurer, a first priority perfected security interest in all of the Seller's right, title and interest in the Trust Property whether now existing or hereafter created and all proceeds of the foregoing to secure the loan deemed to be made in connection with such pledge and, in such event, this Agreement shall constitute a security agreement under applicable law. (bc) The sale and assignment of the Prefunded Contracts and the other property and rights related thereto described in Section 2.01(b) shall be subject to the satisfaction of each of the following conditions, as well as the conditions set forth in Section 4.08, as of the related Prefunding Transfer Date, as applicable: (i) the Seller shall have delivered to the Custodian, on behalf of the Issuer, the Prefunded Contracts, and the Seller shall have delivered to the Issuer, the Indenture Trustee and the Insurer, on the Business Day immediately preceding the related Prefunding Transfer Date, a duly executed Transfer Certificate, substantially in the form of Exhibit C-1; (ii) the Servicer and the Seller shall certify to the Indenture Trustee and the Insurer that, as of the Prefunding Transfer Date, the Servicer and the Seller, respectively, were not insolvent nor were they made insolvent by such transfer nor were they aware of any such pending insolvency; (iii) the Seller shall certify to the Indenture Trustee and the Insurer that the addition of such Prefunded Contracts will not result in a material adverse tax consequence to the Issuer or the Noteholders; (iv) the Funding Period shall not have terminated; (v) the Seller and the Servicer shall certify to the Indenture Trustee and the Insurer that no selection procedures believed by the Seller or the Servicer to be adverse to the interests of the Noteholders or the Insurer shall have been utilized in selecting the Prefunded Contracts; (vi) the Seller and the Insurer shall not have been advised by either Rating Agency on or before the Business Day immediately preceding such Prefunding Transfer Date that the conveyance of the Prefunded Contracts would result in a qualification, modification or withdrawal of its then current rating of the Notes without regard to the Policy; (vii) the weighted average APR (using the Recomputed Yield for the Rule of 78's Contracts) of the Contracts (after giving effect to the purchase of the related Prefunded Contracts) shall not be less than 8.75%; (viii) less than 30% of the Prefunded Contracts transferred by the Seller to the Issuer since the Closing Date, including all Prefunded Contracts being transferred on such Prefunding Transfer Date, shall have an original term to maturity of more than 60 months and the weighted average remaining term of all Contracts (including the Prefunded Contracts) as of such Prefunding Transfer Date shall not be greater than 63 months; (ix) if the balance in the Prefunding Account prior to such Prefunding Transfer Date exceeds $30,000,000, the aggregate Outstanding Principal Balance, as of the related Prefunding Cut-Off Date, of the Prefunded Contracts to be conveyed by the Seller to the Issuer on such Prefunding Transfer Date shall equal or exceed $10,000,000 and the Insurer shall have consented to such transfer; (x) at least three Business Days prior to each Prefunding Transfer Date, the Seller shall have delivered to the Rating Agencies and the Insurer pool stratification data (including data with respect to when the first scheduled payment is due under each such Prefunded Contract) relating to the Prefunded Contracts to be conveyed by the Seller to the Issuer on such Prefunding Transfer Date, in the form of stratification data delivered to the Rating Agencies and the Insurer with respect to the Funded Contracts, and, as of the related Prefunding Cut-Off Date, shall have certified that the information contained therein is true and correct; and (xi) the first scheduled monthly payment for at least 50% of the Prefunded Contracts (by Outstanding Principal Balance as of the related Prefunding Cut-Off Date) shall be due on or before August 25, 2004. (d) As of the Closing Date, the Issuer acknowledges the conveyance to it of the Trust Property from the Seller, including all right, title and interest of the Seller in and to the Trust Property, receipt of which is hereby acknowledged by the Issuer. Concurrently with such delivery and in exchange therefor, the Issuer has pledged to the Indenture Trustee, for the benefit of the Securityholders Noteholders and the Insurer, the Trust Property and the Indenture Trustee, pursuant to the written instructions of the Issuer, has executed and caused to be authenticated and delivered the Notes to the Seller or its designee, upon the order of the Issuer. In addition, concurrently with such delivery and in exchange therefor, the Owner Trustee, pursuant to the instructions of the Seller, has executed (not in its individual capacity, but solely as Owner Trustee on behalf of the Issuer) and caused to be authenticated and delivered the Certificates to the Seller or its designee, upon the order of the Seller. (ce) In connection with the sale of the Contracts pursuant to the Purchase Agreement, Onyx has filed with the office of the Secretary of State of the State of California Delaware a UCC-1 financing statement naming Onyx as debtor, naming the Seller as secured party and including the Contracts in the description of the collateral, such filing made in order to continue the effectiveness of a financing statement naming Onyx as debtor and the Seller as secured party filed with the office of the Secretary of State of the State of California prior to July 1, 2001. In connection with the sale of the Contracts pursuant to this Agreement, the Seller has filed or caused to be filed with the Secretary of State of the State of California Delaware a UCC-1 financing statement naming the Seller as debtor, naming the Issuer as secured party, naming the Indenture Trustee, on behalf of the Noteholders, as assignee, and including the Contracts in the description of the collateral. In connection with the pledge of the Contracts pursuant to the Indenture, the Trust has filed with the offices of the Secretary of State of the State of Delaware UCC-1 financing statements naming the Trust as debtor and the Indenture Trustee, on behalf of the Noteholders and the Insurer, as secured party. The grant of a security interest to the Indenture Trustee and the rights of the Indenture Trustee in the Contracts shall be governed by the Indenture. The Seller shall have caused UCC-2 termination statements UCC-3 partial releases to have been filed with the office of Secretary of State of the State of California terminating any effective UCC-1 financing statements Delaware with respect to any outstanding security interests in the Contracts. (df) From time to time, the Servicer shall cause to be taken such actions as are necessary to continue the perfection of the respective interests of the Trust and the Indenture Trustee in the Contracts and to continue the first priority security interest of the Indenture Trustee in the Financed Vehicles and their proceeds (other than, as to such priority, any statutory lien arising by operation of law after the Closing Date which is prior to such interest), including, without limitation, the filing of financing statements, amendments thereto or continuation statements and the making of notations on records or documents of title. (eg) If any change in the name, identity or corporate structure of the Seller or Onyx or the relocation of the chief executive office state of organization of either of them would make any financing or continuation statement or notice of lien filed under this Agreement or the other Basic Documents misleading within the meaning of applicable provisions of the UCC or any title statute, the Insurer must have provided prior written consent to such change and the Servicer, within the time period required by applicable law, shall file such financing statements or amendments as may be required to preserve and protect the interests of the Trust, the Indenture Trustee, the Securityholders Noteholders and the Insurer in the Contracts, the related Financed Vehicles and the proceeds thereof. Promptly thereafter, the Servicer shall deliver to the Trust, the Indenture Trustee and the Insurer an Opinion of Counsel stating that, in the opinion of such counsel, all financing statements or amendments necessary fully to preserve and protect the interests of the Trust, the Indenture Trustee, the Securityholders Noteholders and the Insurer in the Contracts, the related Financed Vehicles and the proceeds thereof have been filed, and reciting the details of such filings. (fh) During the term of this Agreement, the Seller and Onyx shall each maintain its chief executive office in continue to be an organization organized under the laws of one of the states of the United States. (gi) The Servicer shall pay all reasonable costs and disbursements in connection with the perfection and the maintenance of perfection, as against all third parties, of the Indenture Trustee's right, title and interest in and to the Contracts and in connection with maintaining the first priority security interest (subject to the security interest of the Insurer pursuant to the Insurance Agreement) in the Financed Vehicles and the proceeds thereof. (j) On the Prefunding Closing Date, the Seller shall: (i) deliver a certificate from each secured creditor of the Seller confirming that such creditor has no claim of any security interest in any of the Prefunded Contracts transferred during the Funding Period; (ii) deliver to each Rating Agency, the Insurer and the Indenture Trustee a Prefunding Closing Date Certificate; (iii) deliver to each Rating Agency, the Insurer and the Indenture Trustee an Opinion of Counsel with respect to the absence of negative tax consequences to the Trust, the characterization of the transfer of the Prefunded Contracts and the perfection of the Indenture Trustee's interest on behalf of the Noteholders; (iv) deliver to each Rating Agency, the Insurer and the Indenture Trustee with respect to any state (other than California) in which 10% or more of the Contracts (including the Prefunded Contracts), by Outstanding Principal Balance, were originated, an opinion with respect to the perfection of the security interest of the Indenture Trustee in the Financed Vehicles securing the Contracts originated in such state; and (v) deliver to the Insurer an Opinion of Counsel to the effect that Onyx is duly qualified as a foreign corporation to do business, and is in good standing, in each of the states in which Prefunded Contracts have been originated. Failure to comply with any of the conditions set forth in this Section 2.01(j) on the Prefunding Closing Date shall be deemed to be a breach of a representation and warranty with respect to each of the Prefunded Contracts to which such failed conditions relate as of the Prefunding Closing Date.

CONVEYANCE OF CONTRACTS. (a) In consideration of the Issuer's delivery of the authenticated Notes and Certificates to or upon the order of the Seller, effective upon Seller of the Closing DateCertificates and $1,358,000,000 aggregate principal amount of Notes, the Seller hereby sells, grants, transfers, assigns and otherwise conveys and assigns to the Issuer, without recourse (except as expressly provided in Section 2.03 hereofsubject to the obligations herein), and hereby grants a security interest in all of the its right, title and interest (exclusive of the Seller amount, if any, allocable to any rebatable insurance premium financed by any Contract) in, to and under: (i) under the Contracts (which Contracts shall be listed in the Schedule of Contracts; (ii) ), including all monies payments of Monthly P&I received under the Contracts on or after the Cut-Off Date; (iii) ; all Net Liquidation Proceeds and Net Insurance Proceeds with respect to any Financed Vehicle to which a Contract relates received on or after the Cut-Off Date; (iv) the Contract Documents and Contract Files relating to the Contracts (except the Contract Documents and Contract Files for Contracts which have been the subject of a Full Prepayment received on or after the Cut-Off Date but no later and all other proceeds received on or in respect of such Contracts (other than two Business Days prior to the Closing Date, in lieu payments of which the Seller shall have deposited in or credited to the Collection Account Monthly P&I received on or prior to the Closing Date an amount equal to such Full Prepayment); (vCut-Off Date) the Trust Accounts and all amounts, financial assets and investment property held therein or credited thereto, including, if applicable, all Eligible Investments credited thereto (but excluding (A) the Payahead Account and all amounts, financial assets and investment property held therein or credited thereto, including all Eligible Investments credited thereto and (B) investment income credited to the Collection Account); (vi) the right of the Seller, as purchaser under the Purchase Agreement, to cause Onyx as seller thereunder to repurchase Contracts listed in the Schedule of Contracts under certain circumstances; (vii) any and all security interests of the Seller in the Financed Vehicles and Vehicles; the rights to receive proceeds from claims on certain insurance policies covering the Financed Vehicles or the individual Obligors under each related Contract; (viii) the Seller's right to proceeds under the Blanket Insurance Policy with respect Contract Documents relating to the Contracts; and (ix) and all proceeds in any way delivered with respect to the foregoing, all rights to payments with respect to the foregoing and all rights to enforce the foregoing. The foregoing items of property listed in this Section 2.01, together with the rights of the Indenture Trustee under the Policy, are collectively referred to as the "TRUST PROPERTY". In addition. (b) WFS hereby authorizes and will cause, on or prior to the Closing Date, the Seller shall cause the Insurer to deliver the Policy to the Indenture Trustee for the benefit filing of the Securityholders. It is the intention of UCC-1 financing statements naming WFS as debtor and the Seller as secured party and describing the Issuer that the assignment and transfer herein contemplated constitute (and shall be construed and treated for all purposes as) a true and complete sale of the Trust Property (other than the Spread Account and the Policy), conveying good title thereto free and clear of any liens and encumbrances, from the Seller to the Issuer. However, in the event that such conveyance is deemed to be a pledge to secure a loan (in spite of the express intent of the parties hereto that this conveyance constitutes, and shall be construed and treated for all purposes, Contracts as a true and complete sale), the Seller hereby grants to the Issuer, for the benefit of the Securityholders and the Insurer, a first priority perfected security interest in all of the Seller's right, title and interest in the Trust Property whether now existing or hereafter created and all proceeds of the foregoing to secure the loan deemed to be made in connection with such pledge and, in such event, this Agreement shall constitute a security agreement under applicable law. (b) As of the Closing Date, the Issuer acknowledges the conveyance to it of the Trust Property from the Seller, including all right, title and interest of the Seller in and to the Trust Property, receipt of which is hereby acknowledged by the Issuer. Concurrently with such delivery and in exchange therefor, the Issuer has pledged to the Indenture Trustee, for the benefit of the Securityholders and the Insurer, the Trust Property and the Indenture Trustee, pursuant to the written instructions of the Issuer, has executed and caused to be authenticated and delivered the Notes to the Seller or its designee, upon the order of the Issuer. In addition, concurrently with such delivery and in exchange therefor, the Owner Trustee, pursuant to the instructions of the Seller, has executed (not in its individual capacity, but solely as Owner Trustee on behalf of the Issuer) and caused to be authenticated and delivered the Certificates to the Seller or its designee, upon the order of the Seller. (c) In connection collateral with the sale of the Contracts pursuant to the Purchase Agreement, Onyx has filed with the office Office of the Secretary of State of the State of California a California. The Seller hereby authorizes and will cause, on or prior to (i) the Closing Date, the filing of UCC-1 financing statement naming Onyx as debtorstatements, naming the Seller as debtor and the Trust as secured party and including describing the Contracts in the description of the as collateral. In connection , with the sale of the Contracts pursuant to this Agreement, the Seller has filed or caused to be filed with the Secretary of State of the State of California a UCC-1 financing statement naming the Seller as debtor, naming the Issuer as secured party, naming the Indenture Trustee, on behalf of the Noteholders, as assignee, and including the Contracts in the description of the collateral. In connection with the pledge of the Contracts pursuant to the Indenture, the Trust has filed with the offices Office of the Secretary of State of the State of Delaware California. The Trust has caused the filing of UCC-1 financing statements statements, naming the Trust as debtor and the Indenture Trustee, on behalf of the Noteholders and the InsurerNoteholders, as secured partyparty and describing the Contracts as collateral, with the office of the Secretary of State of the State of Delaware. The grant of a security interest to the Indenture Trustee and the rights of the Indenture Trustee in the Contracts shall be governed by the Indenture. The Seller shall have caused UCC-2 termination statements to have been filed with the office of Secretary of State of the State of California terminating any effective UCC-1 financing statements with respect to any outstanding security interests in the Contracts. (d) From time to time, the Master Servicer shall cause to be taken such actions as are necessary to continue the perfection of the respective interests of the Trust Indenture Trustee and the Indenture Trustee Trust in the Contracts and to continue the first priority security interest of the Indenture Trustee in the Financed Vehicles and their proceeds (other than, as to such priority, any statutory lien arising by operation of law after the Closing Date which is prior to such interest), including, without limitation, including the filing of financing statements, amendments thereto or continuation statements and the making of notations on records or documents of title. (e) . If any change in the name, identity or corporate structure of the Seller or Onyx WFS or the relocation of the chief executive office of either any of them or their reincorporation in a different jurisdiction would make any financing or continuation statement or notice of lien filed under this Agreement or the other Basic Documents seriously misleading within the meaning of applicable provisions of the UCC or any title statute, the Master Servicer, within the time period required by applicable law, shall file such financing statements or amendments as may be required to preserve and protect the interests of the Trust, the Indenture Trustee, the Securityholders Owner Trustee and the Insurer Securityholders in the Contracts, the related Financed Vehicles and the proceeds thereof. Promptly thereafter, the Master Servicer shall deliver to the Trust, the Indenture Trustee and the Insurer Owner Trustee an Opinion of Counsel stating that, in the opinion of such counsel, all financing statements or amendments necessary fully to preserve and protect the interests of the Trust, the Indenture Trustee, the Owner Trustee and Securityholders and the Insurer in the Contracts, the related Financed Vehicles and the proceeds thereof have been filed, and reciting the details of such filings. (f) . During the term of this Agreement, the Seller and Onyx WFS shall each maintain its chief executive office in one of the states of the United States. (g) , other than Louisiana or Tennessee. The Master Servicer shall pay all reasonable costs and disbursements in connection with the perfection and the maintenance of perfection, as against all third parties, of the Indenture Trustee's right, title and interest in and to the Contracts and in connection with maintaining the first priority security interest (subject to the security interest of the Insurer pursuant to the Insurance Agreement) in the Financed Vehicles and the proceeds thereof.

CONVEYANCE OF CONTRACTS. (a) In consideration of the Issuer's delivery of the authenticated Notes and Certificates Notes, in an aggregate amount equal to $400,000,000, to or upon the order of the Seller, effective upon the Closing Date, the Seller hereby sells, grants, transfers, conveys and assigns to the Issuer, without recourse (except as expressly provided in Section 2.03 hereof), all of the right, title and interest of the Seller in, to and under: (i) the Funded Contracts listed in the Schedule of Contracts; (ii) all monies received under the Funded Contracts on or after the related Cut-Off Date; (iii) all Net Liquidation Proceeds and Net Insurance Proceeds with respect to any Financed Vehicle to which a Funded Contract relates received on or after the related Cut-Off Date; (iv) the Contract Documents and Contract Files relating to the Funded Contracts (except the Contract Documents and Contract Files for Funded Contracts which have been the subject of a Full Prepayment received on or after the related Cut-Off Date but no later than two Business Days prior to the Closing Date, in lieu of which the Seller shall have deposited in or credited to the Collection Account on or prior to the Closing Date an amount equal to such Full Prepayment); (v) the Trust Accounts and all amounts, financial assets and investment property held therein or credited thereto, including, if applicable, all Eligible Investments credited thereto (but excluding (A) the Payahead Account and all amounts, financial assets and investment property held therein or credited thereto, including all Eligible Investments credited thereto and (B) investment income credited to the Collection Account); (vi) the right of the Seller, as purchaser under the Purchase Agreement, to cause Onyx as seller thereunder to repurchase Funded Contracts listed in the Schedule of Contracts under certain circumstances; (vii) any and all security interests of the Seller in the Financed Vehicles and the rights to receive proceeds from claims on certain insurance policies covering the Financed Vehicles or the individual Obligors under each related Funded Contract; (viii) the Seller's right to proceeds under the Blanket Insurance Policy with respect to the Funded Contracts; and (ix) all proceeds in any way delivered with respect to the foregoing, all rights to payments with respect to the foregoing and all rights to enforce the foregoing. (b) Subject to the conditions set forth in Section 2.01(c), in consideration of the Issuer's delivery of authenticated Notes, in an aggregate amount equal to $400,000,000, to or upon the order of the Seller, effective upon the Closing Date, the Seller hereby sells, grants, transfers, conveys and assigns to the Issuer, without recourse (except as expressly provided in Section 2.03 hereof) effective upon delivery to the Issuer on the related Prefunding Transfer Date against payment therefor from the Prefunding Account in accordance Section 4.07(b), all of the right, title and interest of the Seller in, to and under: (i) all Prefunded Contracts listed on each Transfer Certificate; (ii) all monies received under the Prefunded Contracts on or after the related Prefunding Cut-Off Date; (iii) all Net Liquidation Proceeds and Net Insurance Proceeds with respect to any Financed Vehicle to which a Prefunded Contract relates received on or after the related Prefunding Cut-Off Date; (iv) the Contract Documents and Contract Files relating to the Prefunded Contracts; (v) the right of the Seller, as purchaser under the Purchase Agreement, to cause Onyx as seller thereunder to repurchase Prefunded Contracts listed on any Transfer Certificate under certain circumstances; (vi) any and all security interests of the Seller in the related Financed Vehicles and the rights to receive proceeds from claims on certain insurance policies covering such Financed Vehicles or the individual Obligors under each related Prefunded Contract; (vii) the Seller's right to proceeds under the Blanket Insurance Policy with respect to the Prefunded Contracts; and (viii) all proceeds in any way delivered with respect to the foregoing, all rights to payments with respect to the foregoing and all rights to enforce the foregoing. The foregoing items of property listed in this Section 2.01Sections 2.01(a) and (b), together with the rights of the Indenture Trustee under the Policy, are collectively referred to as the "TRUST PROPERTY". In addition, on or prior to the Closing Date, the Seller shall cause the Insurer to deliver the Policy to the Indenture Trustee for the benefit of the SecurityholdersNoteholders. It is the intention of the Seller and the Issuer that the assignment and transfer herein contemplated constitute (and shall be construed and treated for all purposes as) a true and complete sale of the Trust Property (other than the Spread Account and the Policy), conveying good title thereto free and clear of any liens and encumbrances, from the Seller to the Issuer. However, in the event that such conveyance is deemed to be a pledge to secure a loan (in spite of the express intent of the parties hereto that this conveyance constitutes, and shall be construed and treated for all purposes, as a true and complete sale), the Seller hereby grants to the Issuer, for the benefit of the Securityholders Noteholders and the Insurer, a first priority perfected security interest in all of the Seller's right, title and interest in the Trust Property whether now existing or hereafter created and all proceeds of the foregoing to secure the loan deemed to be made in connection with such pledge and, in such event, this Agreement shall constitute a security agreement under applicable law. (bc) The sale and assignment of the Prefunded Contracts and the other property and rights related thereto described in Section 2.01(b) shall be subject to the satisfaction of each of the following conditions, as well as the conditions set forth in Section 4.08, as of the related Prefunding Transfer Date, as applicable: (i) the Seller shall have delivered to the Custodian, on behalf of the Issuer, the Prefunded Contracts, and the Seller shall have delivered to the Issuer, the Indenture Trustee and the Insurer, on the Business Day immediately preceding the related Prefunding Transfer Date, a duly executed Transfer Certificate, substantially in the form of Exhibit C-1; (ii) the Servicer and the Seller shall certify to the Indenture Trustee and the Insurer that, as of the Prefunding Transfer Date, the Servicer and the Seller, respectively, were not insolvent nor were they made insolvent by such transfer nor were they aware of any such pending insolvency; (iii) the Seller shall certify to the Indenture Trustee and the Insurer that the addition of such Prefunded Contracts will not result in a material adverse tax consequence to the Issuer or the Noteholders; (iv) the Funding Period shall not have terminated; (v) the Seller and the Servicer shall certify to the Indenture Trustee and the Insurer that no selection procedures believed by the Seller or the Servicer to be adverse to the interests of the Noteholders or the Insurer shall have been utilized in selecting the Prefunded Contracts; (vi) the Seller and the Insurer shall not have been advised by either Rating Agency on or before the Business Day immediately preceding such Prefunding Transfer Date that the conveyance of the Prefunded Contracts would result in a qualification, modification or withdrawal of its then current rating of the Notes without regard to the Policy; (vii) the weighted average APR (using the Recomputed Yield for the Rule of 78's Contracts) of the Contracts (after giving effect to the purchase of the related Prefunded Contracts) shall not be less than 10.45%; (viii) less than 20% of the Prefunded Contracts transferred by the Seller to the Issuer since the Closing Date, including all Prefunded Contracts being transferred on such Prefunding Transfer Date, shall have an original term to maturity of more than 60 months and the weighted average remaining term of all Contracts (including the Prefunded Contracts) as of such Prefunding Transfer Date shall not be greater than 59 months; (ix) if the balance in the Prefunding Account prior to such Prefunding Transfer Date exceeds $30,000,000, the aggregate Outstanding Principal Balance, as of the related Prefunding Cut-Off Date, of the Prefunded Contracts to be conveyed by the Seller to the Issuer on such Prefunding Transfer Date shall equal or exceed $10,000,000 and the Insurer shall have consented to such transfer; (x) at least three Business Days prior to each Prefunding Transfer Date, the Seller shall have delivered to the Rating Agencies and the Insurer pool stratification data (including data with respect to when the first scheduled payment is due under each such Prefunded Contract) relating to the Prefunded Contracts to be conveyed by the Seller to the Issuer on such Prefunding Transfer Date, in the form of stratification data delivered to the Rating Agencies and the Insurer with respect to the Funded Contracts, and, as of the related Prefunding Cut-Off Date, shall have certified that the information contained therein is true and correct; and (xi) The first scheduled monthly payment for at least 50% of the Prefunded Contracts (by Outstanding Principal Balance as of the related Prefunding Cut-Off Date) shall be due on or before July 31, 2002. (d) As of the Closing Date, the Issuer acknowledges the conveyance to it of the Trust Property from the Seller, including all right, title and interest of the Seller in and to the Trust Property, receipt of which is hereby acknowledged by the Issuer. Concurrently with such delivery and in exchange therefor, the Issuer has pledged to the Indenture Trustee, for the benefit of the Securityholders Noteholders and the Insurer, the Trust Property and the Indenture Trustee, pursuant to the written instructions of the Issuer, has executed and caused to be authenticated and delivered the Notes to the Seller or its designee, upon the order of the Issuer. In addition, concurrently with such delivery and in exchange therefor, the Owner Trustee, pursuant to the instructions of the Seller, has executed (not in its individual capacity, but solely as Owner Trustee on behalf of the Issuer) and caused to be authenticated and delivered the Certificates to the Seller or its designee, upon the order of the Seller. (ce) In connection with the sale of the Contracts pursuant to the Purchase Agreement, Onyx has filed with the office of the Secretary of State of the State of California Delaware a UCC-1 financing statement naming Onyx as debtor, naming the Seller as secured party and including the Contracts in the description of the collateral, such filing made in order to continue the effectiveness of a financing statement naming Onyx as debtor and the Seller as secured party filed with the office of the Secretary of State of the State of California prior to July 1, 2001. In connection with the sale of the Contracts pursuant to this Agreement, the Seller has filed or caused to be filed with the Secretary of State of the State of California Delaware a UCC-1 financing statement naming the Seller as debtor, naming the Issuer as secured party, naming the Indenture Trustee, on behalf of the Noteholders, as assignee, and including the Contracts in the description of the collateral. In connection with the pledge of the Contracts pursuant to the Indenture, the Trust has filed with the offices of the Secretary of State of the State of Delaware UCC-1 financing statements naming the Trust as debtor and the Indenture Trustee, on behalf of the Noteholders and the Insurer, as secured party. The grant of a security interest to the Indenture Trustee and the rights of the Indenture Trustee in the Contracts shall be governed by the Indenture. The Seller shall have caused UCC-2 termination statements UCC-3 partial releases to have been filed with the office of Secretary of State of the State of California terminating any effective UCC-1 financing statements Delaware with respect to any outstanding security interests in the Contracts. (df) From time to time, the Servicer shall cause to be taken such actions as are necessary to continue the perfection of the respective interests of the Trust and the Indenture Trustee in the Contracts and to continue the first priority security interest of the Indenture Trustee in the Financed Vehicles and their proceeds (other than, as to such priority, any statutory lien arising by operation of law after the Closing Date which is prior to such interest), including, without limitation, the filing of financing statements, amendments thereto or continuation statements and the making of notations on records or documents of title. (eg) If any change in the name, identity or corporate structure of the Seller or Onyx or the relocation of the chief executive office state of organization of either of them would make any financing or continuation statement or notice of lien filed under this Agreement or the other Basic Documents misleading within the meaning of applicable provisions of the UCC or any title statute, the Servicer, within the time period required by applicable law, shall file such financing statements or amendments as may be required to preserve and protect the interests of the Trust, the Indenture Trustee, the Securityholders Noteholders and the Insurer in the Contracts, the related Financed Vehicles and the proceeds thereof. Promptly thereafter, the Servicer shall deliver to the Trust, the Indenture Trustee and the Insurer an Opinion of Counsel stating that, in the opinion of such counsel, all financing statements or amendments necessary fully to preserve and protect the interests of the Trust, the Indenture Trustee, the Securityholders Noteholders and the Insurer in the Contracts, the related Financed Vehicles and the proceeds thereof have been filed, and reciting the details of such filings. (fh) During the term of this Agreement, the Seller and Onyx shall each maintain its chief executive office in continue to be an organization organized under the laws of one of the states of the United States. (gi) The Servicer shall pay all reasonable costs and disbursements in connection with the perfection and the maintenance of perfection, as against all third parties, of the Indenture Trustee's right, title and interest in and to the Contracts and in connection with maintaining the first priority security interest (subject to the security interest of the Insurer pursuant to the Insurance Agreement) in the Financed Vehicles and the proceeds thereof. (j) On the Prefunding Closing Date, the Seller shall: (i) deliver a certificate from each secured creditor of the Seller confirming that such creditor has no claim of any security interest in any of the Prefunded Contracts transferred during the Funding Period; (ii) deliver to each Rating Agency, the Insurer and the Indenture Trustee a Prefunding Closing Date Certificate; (iii) deliver to each Rating Agency, the Insurer and the Indenture Trustee an Opinion of Counsel with respect to the absence of negative tax consequences to the Trust, the characterization of the transfer of the Prefunded Contracts and the perfection of the Indenture Trustee's interest on behalf of the Noteholders; (iv) deliver to each Rating Agency, the Insurer and the Indenture Trustee with respect to any state (other than California) in which 10% or more of the Contracts (including the Prefunded Contracts), by Outstanding Principal Balance, were originated, an opinion with respect to the perfection of the security interest of the Indenture Trustee in the Financed Vehicles securing the Contracts originated in such state; and (v) deliver to the Insurer an Opinion of Counsel to the effect that Onyx is duly qualified as a foreign corporation to do business, and is in good standing, in each of the states in which Prefunded Contracts have been originated. Failure to comply with any of the conditions set forth in this Section 2.01(j) on the Prefunding Closing Date shall be deemed to be a breach of a representation and warranty with respect to each of the Prefunded Contracts to which such failed conditions relate as of the Prefunding Closing Date.

CONVEYANCE OF CONTRACTS. (a) In consideration of the Issuer's delivery of the authenticated Notes and Certificates to or upon the order of the Seller, effective upon Seller of the Closing DateCertificates and $1,552,000,000 aggregate principal amount of Notes, the Seller hereby sells, grants, transfers, assigns and otherwise conveys and assigns to the Issuer, without recourse (except as expressly provided in Section 2.03 hereofsubject to the obligations herein), and hereby grants a security interest in all of the its right, title and interest (exclusive of the Seller amount, if any, allocable to any rebatable insurance premium financed by any Contract) in, to and under: (i) under the Contracts (which Contracts shall be listed in the Schedule of Contracts; (ii) ), including all monies payments of Monthly P&I received under the Contracts on or after the Cut-Off Date; (iii) ; all Net Liquidation Proceeds and Net Insurance Proceeds with respect to any Financed Vehicle to which a Contract relates received on or after the Cut-Off Date; (iv) the Contract Documents and Contract Files relating to the Contracts (except the Contract Documents and Contract Files for Contracts which have been the subject of a Full Prepayment received on or after the Cut-Off Date but no later and all other proceeds received on or in respect of such Contracts (other than two Business Days prior to the Closing Date, in lieu payments of which the Seller shall have deposited in or credited to the Collection Account Monthly P&I received on or prior to the Closing Date an amount equal to such Full Prepayment); (vCut-Off Date) the Trust Accounts and all amounts, financial assets and investment property held therein or credited thereto, including, if applicable, all Eligible Investments credited thereto (but excluding (A) the Payahead Account and all amounts, financial assets and investment property held therein or credited thereto, including all Eligible Investments credited thereto and (B) investment income credited to the Collection Account); (vi) the right of the Seller, as purchaser under the Purchase Agreement, to cause Onyx as seller thereunder to repurchase Contracts listed in the Schedule of Contracts under certain circumstances; (vii) any and all security interests of the Seller in the Financed Vehicles and Vehicles; the rights to receive proceeds from claims on certain insurance policies covering the Financed Vehicles or the individual Obligors under each related Contract; (viii) the Seller's right to proceeds under the Blanket Insurance Policy with respect Contract Documents relating to the Contracts; and (ix) and all proceeds in any way delivered with respect to the foregoing, all rights to payments with respect to the foregoing and all rights to enforce the foregoing. The foregoing items of property listed in this Section 2.01, together with the rights of the Indenture Trustee under the Policy, are collectively referred to as the "TRUST PROPERTY". In addition. (b) WFS hereby authorizes and will cause, on or prior to the Closing Date, the Seller shall cause the Insurer to deliver the Policy to the Indenture Trustee for the benefit filing of the Securityholders. It is the intention of UCC-1 financing statements naming WFS as debtor and the Seller as secured party and describing the Issuer that the assignment and transfer herein contemplated constitute (and shall be construed and treated for all purposes as) a true and complete sale of the Trust Property (other than the Spread Account and the Policy), conveying good title thereto free and clear of any liens and encumbrances, from the Seller to the Issuer. However, in the event that such conveyance is deemed to be a pledge to secure a loan (in spite of the express intent of the parties hereto that this conveyance constitutes, and shall be construed and treated for all purposes, Contracts as a true and complete sale), the Seller hereby grants to the Issuer, for the benefit of the Securityholders and the Insurer, a first priority perfected security interest in all of the Seller's right, title and interest in the Trust Property whether now existing or hereafter created and all proceeds of the foregoing to secure the loan deemed to be made in connection with such pledge and, in such event, this Agreement shall constitute a security agreement under applicable law. (b) As of the Closing Date, the Issuer acknowledges the conveyance to it of the Trust Property from the Seller, including all right, title and interest of the Seller in and to the Trust Property, receipt of which is hereby acknowledged by the Issuer. Concurrently with such delivery and in exchange therefor, the Issuer has pledged to the Indenture Trustee, for the benefit of the Securityholders and the Insurer, the Trust Property and the Indenture Trustee, pursuant to the written instructions of the Issuer, has executed and caused to be authenticated and delivered the Notes to the Seller or its designee, upon the order of the Issuer. In addition, concurrently with such delivery and in exchange therefor, the Owner Trustee, pursuant to the instructions of the Seller, has executed (not in its individual capacity, but solely as Owner Trustee on behalf of the Issuer) and caused to be authenticated and delivered the Certificates to the Seller or its designee, upon the order of the Seller. (c) In connection collateral with the sale of the Contracts pursuant to the Purchase Agreement, Onyx has filed with the office Office of the Secretary of State of the State of California a California. The Seller hereby authorizes and will cause, on or prior to (i) the Closing Date, the filing of UCC-1 financing statement naming Onyx as debtorstatements, naming the Seller as debtor and the Trust as secured party and including describing the Contracts in the description of the as collateral. In connection , with the sale of the Contracts pursuant to this Agreement, the Seller has filed or caused to be filed with the Secretary of State of the State of California a UCC-1 financing statement naming the Seller as debtor, naming the Issuer as secured party, naming the Indenture Trustee, on behalf of the Noteholders, as assignee, and including the Contracts in the description of the collateral. In connection with the pledge of the Contracts pursuant to the Indenture, the Trust has filed with the offices Office of the Secretary of State of the State of Delaware California. The Trust has caused the filing of UCC-1 financing statements statements, naming the Trust as debtor and the Indenture Trustee, on behalf of the Noteholders and the InsurerNoteholders, as secured partyparty and describing the Contracts as collateral, with the office of the Secretary of State of the State of Delaware. The grant of a security interest to the Indenture Trustee and the rights of the Indenture Trustee in the Contracts shall be governed by the Indenture. The Seller shall have caused UCC-2 termination statements to have been filed with the office of Secretary of State of the State of California terminating any effective UCC-1 financing statements with respect to any outstanding security interests in the Contracts. (d) From time to time, the Master Servicer shall cause to be taken such actions as are necessary to continue the perfection of the respective interests of the Trust Indenture Trustee and the Indenture Trustee Trust in the Contracts and to continue the first priority security interest of the Indenture Trustee in the Financed Vehicles and their proceeds (other than, as to such priority, any statutory lien arising by operation of law after the Closing Date which is prior to such interest), including, without limitation, including the filing of financing statements, amendments thereto or continuation statements and the making of notations on records or documents of title. (e) . If any change in the name, identity or corporate structure of the Seller or Onyx WFS or the relocation of the chief executive office of either any of them or their reincorporation in a different jurisdiction would make any financing or continuation statement or notice of lien filed under this Agreement or the other Basic Documents seriously misleading within the meaning of applicable provisions of the UCC or any title statute, the Master Servicer, within the time period required by applicable law, shall file such financing statements or amendments as may be required to preserve and protect the interests of the Trust, the Indenture Trustee, the Securityholders Owner Trustee and the Insurer Securityholders in the Contracts, the related Financed Vehicles and the proceeds thereof. Promptly thereafter, the Master Servicer shall deliver to the Trust, the Indenture Trustee and the Insurer Owner Trustee an Opinion of Counsel stating that, in the opinion of such counsel, all financing statements or amendments necessary fully to preserve and protect the interests of the Trust, the Indenture Trustee, the Owner Trustee and Securityholders and the Insurer in the Contracts, the related Financed Vehicles and the proceeds thereof have been filed, and reciting the details of such filings. (f) . During the term of this Agreement, the Seller and Onyx WFS shall each maintain its chief executive office in one of the states of the United States. (g) , other than Louisiana or Tennessee. The Master Servicer shall pay all reasonable costs and disbursements in connection with the perfection and the maintenance of perfection, as against all third parties, of the Indenture Trustee's right, title and interest in and to the Contracts and in connection with maintaining the first priority security interest (subject to the security interest of the Insurer pursuant to the Insurance Agreement) in the Financed Vehicles and the proceeds thereof.. ARTICLE THREE

CONVEYANCE OF CONTRACTS. (a) In consideration of the Issuer's delivery of the authenticated Notes and Certificates to or upon the order of the Seller, effective upon Seller of the Closing DateCertificates and $1,458,750,000 aggregate principal amount of Notes, the Seller hereby sells, hereby (i) grants, transfers, assigns and otherwise conveys and assigns to the Issuer, without recourse (except as expressly provided in Section 2.03 hereofsubject to the obligations herein), and hereby grants a security interest in all of the its right, title and interest (exclusive of the Seller amount, if any, allocable to any rebatable insurance premium financed by any Initial Contract) in, to and under: under the Initial Contracts (i) the which Initial Contracts shall be listed in the Schedule of Initial Contracts; (ii) ), including all monies payments of Monthly P&I received under the Contracts on or after the Initial Cut-Off Date; (iii) ; all Net Liquidation Proceeds and Net Insurance Proceeds with respect to any Financed Vehicle to which a an Initial Contract relates received on or after the Cut-Off Date; (iv) the Contract Documents and Contract Files relating to the Contracts (except the Contract Documents and Contract Files for Contracts which have been the subject of a Full Prepayment received on or after the Initial Cut-Off Date but no later and all other proceeds received on or in respect of such Initial Contracts (other than two Business Days prior to the Closing Date, in lieu payments of which the Seller shall have deposited in or credited to the Collection Account Monthly P&I received on or prior to the Closing Date an amount equal to such Full Prepayment); (vInitial Cut-Off Date) the Trust Accounts and all amounts, financial assets and investment property held therein or credited thereto, including, if applicable, all Eligible Investments credited thereto (but excluding (A) the Payahead Account and all amounts, financial assets and investment property held therein or credited thereto, including all Eligible Investments credited thereto and (B) investment income credited to the Collection Account); (vi) the right of the Seller, as purchaser under the Purchase Agreement, to cause Onyx as seller thereunder to repurchase Contracts listed in the Schedule of Contracts under certain circumstances; (vii) any and all security interests of the Seller in the Financed Vehicles and Vehicles; the rights to receive proceeds from claims on certain insurance policies covering the Financed Vehicles or the individual Obligors under each related Contract; (viii) the Seller's right to proceeds under the Blanket Insurance Policy with respect Contract Documents relating to the Initial Contracts; and (ix) and all proceeds in any way delivered with respect to the foregoing, all rights to payments with respect to the foregoing and all rights to enforce the foregoing. The foregoing items ; and (i) agrees to, on each Subsequent Transfer Date, if any, grant, transfer, assign and otherwise convey to the Issuer, without recourse (subject to the obligations herein), and grant a security interest in all of property its right, title and interest (exclusive of the amount, if any, allocable to any rebatable insurance premium financed by any Subsequent Contract) in, to and under the Subsequent Contracts (which Subsequent Contracts shall be listed in this Section 2.01the Schedule of Contracts), together including all payments of Monthly P&I received after the related Subsequent Cut-Off Date; all Net Liquidation Proceeds and Net Insurance Proceeds with respect to any Financed Vehicle to which a Subsequent Contract relates received after the rights related Subsequent Cut-Off Date and all other proceeds received on or in respect of such Subsequent Contracts (other than payments of Monthly P&I received on or prior to the related Subsequent Cut-Off Date, in the case of the Indenture Trustee under Subsequent Contracts) and any and all security interests in the Policyrelated Financed Vehicles; the Contract Documents relating to the Subsequent Contracts; and all proceeds in any way delivered with respect to the foregoing, are collectively referred all rights to as payments with respect to the "TRUST PROPERTY". In additionforegoing and all rights to enforce the foregoing. (b) WFS hereby authorizes and will cause, on or prior to (i) the Closing Date, the filing of UCC 1 financing statements naming WFS as debtor and the Seller shall cause as secured party and describing the Insurer to deliver the Policy Initial Contracts as collateral and (ii) each Subsequent Transfer Date (if necessary, to the Indenture Trustee for the benefit of the Securityholders. It extent that each such Subsequent Contract is the intention of the Seller and the Issuer that the assignment and transfer herein contemplated constitute (and shall be construed and treated for all purposes as) a true and complete sale of the Trust Property (other than the Spread Account and the Policy), conveying good title thereto free and clear of any liens and encumbrances, from the Seller to the Issuer. However, not included in the event that such conveyance is deemed to be a pledge to secure a loan (description of collateral in spite of the express intent of UCC-1 financing statement, naming WFS as debtor, filed on the parties hereto that this conveyance constitutes, and shall be construed and treated for all purposes, as a true and complete saleClosing Date), the Seller hereby grants to the Issuer, for the benefit filing of the Securityholders UCC-1 financing statements naming WFS as debtor and the Insurer, a first priority perfected security interest in all of Seller as secured party and describing the Seller's right, title and interest in the Trust Property whether now existing or hereafter created and all proceeds of the foregoing to secure the loan deemed to be made in connection with such pledge and, in such event, this Agreement shall constitute a security agreement under applicable law. (b) As of the Closing Date, the Issuer acknowledges the conveyance to it of the Trust Property from the Seller, including all right, title and interest of the Seller in and to the Trust Property, receipt of which is hereby acknowledged by the Issuer. Concurrently with such delivery and in exchange therefor, the Issuer has pledged to the Indenture Trustee, for the benefit of the Securityholders and the Insurer, the Trust Property and the Indenture Trustee, pursuant to the written instructions of the Issuer, has executed and caused to be authenticated and delivered the Notes to the Seller or its designee, upon the order of the Issuer. In addition, concurrently with such delivery and in exchange therefor, the Owner Trustee, pursuant to the instructions of the Seller, has executed (not in its individual capacity, but solely related Subsequent Contracts as Owner Trustee on behalf of the Issuer) and caused to be authenticated and delivered the Certificates to the Seller or its designee, upon the order of the Seller. (c) In connection collateral with the sale of the Contracts pursuant to the Purchase Agreement, Onyx has filed with the office Office of the Secretary of State of the State of California a California. The Seller hereby authorizes and will cause, on or prior to (i) the Closing Date, the filing of UCC-1 financing statement naming Onyx as debtorstatements, naming the Seller as debtor and the Trust as secured party and including describing the Initial Contracts as collateral and (ii) each Subsequent Transfer Date (if necessary, to the extent that each such Subsequent Contract is not included in the description of collateral in the collateral. In connection with the sale of the Contracts pursuant to this Agreement, the Seller has filed or caused to be filed with the Secretary of State of the State of California a UCC-1 financing statement statement, naming the Seller as debtor, naming filed on the Issuer as secured partyClosing Date), naming the Indenture TrusteeSeller as debtor and the Trust as secured party and describing the related Subsequent Contracts as collateral, on behalf of the Noteholders, as assignee, and including the Contracts in the description of the collateral. In connection with the pledge of the Contracts pursuant to the Indenture, the Trust has filed with the offices Office of the Secretary of State of the State of Delaware California. The Trust has caused the filing of UCC-1 financing statements statements, naming the Trust as debtor and the Indenture Trustee, on behalf of the Noteholders and the InsurerNoteholders, as secured partyparty and describing the Initial Contracts as collateral, with the office of the Secretary of State of the State of Delaware. The Trust will cause, prior to each Subsequent Transfer Date (if necessary, to the extent that each such Subsequent Contract is not included in the description of collateral in the UCC-1 financing statement, naming the Trust as debtor, filed on the Closing Date), the filing of UCC-1 financing statements, naming the Trust as debtor and the Indenture Trustee, on behalf of the Noteholders, as secured party and describing the related Subsequent Contracts as collateral, with the office of the Secretary of State of the State of Delaware. The grant of a security interest to the Indenture Trustee and the rights of the Indenture Trustee in the Contracts shall be governed by the Indenture. The Seller shall have caused UCC-2 termination statements to have been filed with the office of Secretary of State of the State of California terminating any effective UCC-1 financing statements with respect to any outstanding security interests in the Contracts. (d) From time to time, the Master Servicer shall cause to be taken such actions as are necessary to continue the perfection of the respective interests of the Trust Indenture Trustee and the Indenture Trustee Trust in the Contracts and to continue the first priority security interest of the Indenture Trustee in the Financed Vehicles and their proceeds (other than, as to such priority, any statutory lien arising by operation of law after (i) the Closing Date Date, with respect to the Initial Contacts or (ii) each Subsequent Transfer Date, with respect to the related Subsequent Contracts which is prior to such interest), including, without limitation, including the filing of financing statements, amendments thereto or continuation statements and the making of notations on records or documents of title. (e) . If any change in the name, identity or corporate structure of the Seller or Onyx WFS or the relocation of the chief executive office of either any of them or their reincorporation in a different jurisdiction would make any financing or continuation statement or notice of lien filed under this Agreement or the other Basic Documents seriously misleading within the meaning of applicable provisions of the UCC or any title statute, the Master Servicer, within the time period required by applicable law, shall file such financing statements or amendments as may be required to preserve and protect the interests of the Trust, the Indenture Trustee, the Securityholders Owner Trustee and the Insurer Securityholders in the Contracts, the related Financed Vehicles and the proceeds thereof. Promptly thereafter, the Master Servicer shall deliver to the Trust, the Indenture Trustee and the Insurer Owner Trustee an Opinion of Counsel stating that, in the opinion of such counsel, all financing statements or amendments necessary fully to preserve and protect the interests of the Trust, the Indenture Trustee, the Owner Trustee and Securityholders and the Insurer in the Contracts, the related Financed Vehicles and the proceeds thereof have been filed, and reciting the details of such filings. (f) . During the term of this Agreement, the Seller and Onyx WFS shall each maintain its chief executive office in one of the states of the United States. (g) , other than Louisiana or Tennessee. The Master Servicer shall pay all reasonable costs and disbursements in connection with the perfection and the maintenance of perfection, as against all third parties, of the Indenture Trustee's right, title and interest in and to the Contracts and in connection with maintaining the first priority security interest (subject to the security interest of the Insurer pursuant to the Insurance Agreement) in the Financed Vehicles and the proceeds thereof. (c) The Seller shall sell, transfer, assign and otherwise convey to the Trust on any Subsequent Transfer Date the related Subsequent Contracts and the other property and rights related thereto described in Section 2.01(a)(ii) only upon the satisfaction of each of the following conditions on or prior to such Subsequent Transfer Date: (i) the Seller shall have provided the Indenture Trustee, the Owner Trustee and each Rating Agency (A) written notification of the addition of such Subsequent Contracts at least three Business Days prior to the related Subsequent Transfer Date and (B) on or prior to the Subsequent Transfer Date, a statement listing the approximate aggregate Principal Balance of such Subsequent Contracts as of the related Subsequent Cutoff Date and any other information reasonably requested by any of the foregoing; (ii) the Seller shall have delivered to each of the Owner Trustee and the Indenture Trustee a duly executed Second-Tier Subsequent Assignment, which shall include a Schedule A attached thereto listing each Subsequent Contract to be transferred to the Trust on such Subsequent Transfer Date (and such Schedule A shall be deemed to modify Schedule A to this Agreement as delivered at the Closing Date); (iii) the Seller shall, to the extent required by Section 5.02, have deposited in the Collection Account all collections in respect of the Subsequent Contracts that are property of the Trust; (iv) as of such Subsequent Transfer Date: (A) the Seller shall not be insolvent and shall not become insolvent as a result of the transfer of Subsequent Contracts on such Subsequent Transfer Date, (B) the Seller shall not intend to incur or believe that it would incur debts that would be beyond the Seller's ability to pay as such debts matured, (C) such transfer shall not be made by the Seller with actual intent to hinder, delay or defraud any Person and (D) the assets of the Seller shall not constitute unreasonably small capital to carry out its business as conducted; (v) the Pre-Funding Period shall not have terminated prior to the Subsequent Transfer Date; (vi) each of the representations and warranties made by the Seller in Sections 3.01(a) and 3.01(b) of this Agreement and by WFS in each Sale and Assignment, with respect to the Seller, WFS or the Subsequent Contracts, as applicable, shall be true and correct as of the date as of which such representations and warranties are made; (vii) the Seller shall, at its own expense, on or prior to the Subsequent Transfer Date, indicate in its computer files that the Subsequent Contracts have been sold to the Trust pursuant to this Agreement and the related Second-Tier Subsequent Assignment and deliver to the Owner Trustee the related Schedule of Contracts certified by an officer of the Seller to be true, correct and complete; (viii) the Seller shall have taken any action required to maintain the first perfected ownership interest of the Trust in the Trust Estate and the first priority perfected security interest of the Indenture Trustee in the Collateral; (ix) no selection procedures believed by the Seller to be adverse to the interests of the Trust, the Noteholders or the Certificateholders shall have been utilized in selecting the Subsequent Contracts; (x) the addition of the Subsequent Contracts will not result in a material adverse tax consequence to the Trust, the Noteholders or the Certificateholders; (xi) the Seller, WFS and the Trust shall have delivered to the Owner Trustee, the Indenture Trustee, the Underwriters and the Rating Agencies Opinions of Counsel relating to (i) certain corporate matters for each of the Seller, WFS and the Trust, respectively, and (ii) the security interests of the Trust and the Indenture Trustee, respectively, in the Subsequent Contracts in substantially the form of the respective Opinions of Counsel delivered to the Owner Trustee, the Indenture Trustee, the Underwriters and the Rating Agencies regarding such matters pertaining to the Initial Contracts on the Closing Date; (xii) the Seller and WFS shall have delivered to the Owner Trustee, the Indenture Trustee, the Underwriters and the Rating Agencies Opinions of Counsel relating to certain bankruptcy matters for each of the Seller and WFS, respectively, with respect to the sale of the Subsequent Contracts from WFS to the Seller and the subsequent transfer of the Subsequent Contracts from the Seller to the Trust, in substantially the form of the respective Opinions of Counsel delivered to the Owner Trustee, the Indenture Trustee, the Underwriters and the Rating Agencies regarding such bankruptcy matters pertaining to the Initial Contracts on the Closing Date; and (xiii) the Seller shall have delivered to the Owner Trustee and the Indenture Trustee an Officer's Certificate confirming the satisfaction of each condition specified in this Section 2.01(c). ARTICLE THREE

CONVEYANCE OF CONTRACTS. (a) In On the Initial Closing Date and each Subsequent Closing Date, in consideration of the Issuer's Purchaser’s delivery of the authenticated Notes and Certificates to or upon the order of the Seller, effective upon Seller of the Closing Dateaggregate Purchase Price of all Contracts being transferred on that date as set forth in the related Sale and Assignment executed in connection with this Agreement, the Seller hereby sells, grants, transfers, assigns and otherwise conveys and assigns to the IssuerPurchaser, without recourse (except as expressly provided in Section 2.03 hereofsubject to the obligations herein), all of the right, title and interest of the Seller in, to and under: : (i) each of the Contracts listed in the Schedule of Contracts; Contracts attached to or delivered with the Sale and Assignment; (ii) all monies payments received under the Contracts on or after the related Cut-Off Date (including any interest that has accrued to that Cut-Off Date whether received in whole or in part, whether related to a current, future or prior Due Date; , whether paid voluntarily by an Obligor or received in connection with the realization of the amounts due and to become due under any Delinquent Contract or upon the sale of any property acquired in respect thereof); (iii) all Net Liquidation Proceeds and Net Insurance Proceeds with respect to any Financed Vehicle to which a Contract relates received on or after the Cut-Off Date; (iv) the Contract Documents and Contract Files relating to the Contracts (except the Contract Documents and Contract Files for Contracts which have been the subject of a Full Prepayment received on or after the related Cut-Off Date but no later and all other proceeds received on or in respect of such Contracts (other than two Business Days prior to the Closing Date, in lieu of which the Seller shall have deposited in or credited to the Collection Account payments received on or prior to the Closing Date an amount equal to such Full Prepaymentapplicable Cut-Off Date); ; (v) the Trust Accounts and all amounts, financial assets and investment property held therein or credited thereto, including, if applicable, all Eligible Investments credited thereto (but excluding (A) the Payahead Account and all amounts, financial assets and investment property held therein or credited thereto, including all Eligible Investments credited thereto and (B) investment income credited to the Collection Account); (vi) the right of the Seller, as purchaser under the Purchase Agreement, to cause Onyx as seller thereunder to repurchase Contracts listed in the Schedule of Contracts under certain circumstances; (viiiv) any and all security interests of the Seller in the Financed Vehicles Vehicles, and the rights right to receive proceeds from claims on certain insurance policies covering the Financed Vehicles or the individual Obligors under each related Contract; Obligors; (viiiv) the Seller's right to proceeds under the Blanket Insurance Policy with respect Contract Files relating to the Contracts; and (ixvi) all proceeds with respect to such Contracts from recourse to Dealers thereon pursuant to Dealer Agreements received on or after the related Cut-Off Date; (vii) all property, guarantees and other collateral securing any such Contracts; and (viii) all proceeds in any way delivered with respect to the foregoing, all rights to payments with respect to the foregoing and all rights to enforce the foregoing. The foregoing items sale and servicing of property listed all Contracts purchased in connection with this Section 2.01Agreement shall be subject to the terms and conditions of this Agreement, together with except as otherwise set forth in the rights related Sale and Assignment as to such Contracts. Unless the context otherwise requires, all references herein to Contracts shall be to all Contracts sold by Seller to Purchaser, whether initially or subsequently. Although the parties intend, and have expressly so stated, that the conveyance of the Indenture Trustee Seller’s right, title and interest in, to and under the PolicyContracts pursuant to this Agreement shall constitute a purchase and sale and not a financing, are collectively referred in order to as protect the "TRUST PROPERTY". In addition, on or prior to the Closing Date, the Seller shall cause the Insurer to deliver the Policy to the Indenture Trustee for the benefit of the Securityholders. It is the intention of the Seller and the Issuer that the assignment and transfer herein contemplated constitute (and shall be construed and treated for all purposes as) a true and complete sale of the Trust Property (other than the Spread Account and the Policy), conveying good title thereto free and clear of any liens and encumbrances, from the Seller to the Issuer. However, Purchaser in the event that, despite such express intention that the transaction be treated as a sale, such conveyance is instead deemed to be a pledge to secure a loan (in spite of the express intent of the parties hereto that this conveyance constitutes, and shall be construed and treated for all purposes, as a true and complete sale)financing, the Seller hereby grants to the Issuer, for the benefit of the Securityholders and the Insurer, Purchaser a first priority perfected security interest in all of the Seller's ’s right, title and interest in in, to and under the Trust Property whether now existing or hereafter created and Contracts, including all proceeds of the foregoing thereof to secure the loan deemed to be made in connection with repayment of such pledge andfinancing, in such event, and agrees this Agreement shall constitute a security agreement under applicable law. (b) As of the Closing Date, the Issuer acknowledges the conveyance to it of the Trust Property from the Seller, including all right, title and interest of the The Seller in and to the Trust Property, receipt of which is hereby acknowledged by the Issuer. Concurrently with such delivery and in exchange therefor, the Issuer has pledged to the Indenture Trustee, for the benefit of the Securityholders and the Insurer, the Trust Property and the Indenture Trustee, pursuant to the written instructions of the Issuer, has executed and filed or caused to be authenticated and delivered the Notes to filed UCC-1 financing statements executed by the Seller or its designeeas debtor, upon naming the order of the Issuer. In addition, concurrently with such delivery Purchaser as secured party/purchaser and in exchange therefor, the Owner Trustee, pursuant to the instructions of the Seller, has executed (not in its individual capacity, but solely as Owner Trustee on behalf of the Issuer) and caused to be authenticated and delivered the Certificates to the Seller or its designee, upon the order of the Seller. (c) In connection with the sale of describing the Contracts pursuant to the Purchase Agreement, Onyx has filed and all after acquired Contracts as collateral with the office of the Secretary of State of the State of California a UCC-1 financing statement naming Onyx as debtor, naming the Seller as secured party and including the Contracts in the description of the collateralCalifornia. In connection with the sale of the Contracts pursuant to this Agreement, the Seller has filed or caused to be filed with the Secretary of State of the State of California a UCC-1 financing statement naming the Seller as debtor, naming the Issuer as secured party, naming the Indenture Trustee, on behalf of the Noteholders, as assignee, and including the Contracts in the description of the collateral. In connection with the pledge of the Contracts pursuant to the Indenture, the Trust has filed with the offices of the Secretary of State of the State of Delaware UCC-1 financing statements naming the Trust as debtor and the Indenture Trustee, on behalf of the Noteholders and the Insurer, as secured party. The grant of a security interest to the Indenture Trustee and the rights of the Indenture Trustee in the Contracts shall be governed by the Indenture. The Seller shall have caused UCC-2 termination statements to have been filed with the office of Secretary of State of the State of California terminating any effective UCC-1 financing statements with respect to any outstanding security interests in the Contracts. (d) From time to time, the Servicer (or, if UACC is no longer the Servicer, the Administrative/Collateral Agent) shall cause to be taken such actions as are necessary to continue the perfection of the respective interests of the Trust and the Indenture Trustee Purchaser in the Contracts and to continue the first priority security interest of the Indenture Trustee Purchaser in the Financed Vehicles and their proceeds (other than, as to such priority, any statutory lien arising by operation of law after the Closing Date which is prior to such interest), including, without limitation, the filing of financing statements, amendments thereto or continuation statements and the making of notations on records or documents of title. (ec) If any change in the name, identity or corporate structure of the Seller or Onyx or the relocation of the its chief executive office of either of them would make any financing or continuation statement or notice of lien filed under this Agreement or the other Basic Documents seriously misleading within the meaning of applicable provisions of the UCC or any title statute, so long as UACC is the Servicer, the Servicer (or, if UACC is no longer the Servicer, the Administrative/Collateral Agent), within the time period required by applicable law, shall file such financing statements or amendments as may be required to preserve and protect the interests of the Trust, the Indenture Trustee, the Securityholders and the Insurer Purchaser in the Contracts, the related Financed Vehicles and the proceeds thereof. Promptly thereafter, the Servicer Seller shall deliver to the Trust, the Indenture Trustee and the Insurer Purchaser an Opinion of Counsel stating that, in the opinion of such counsel, all financing statements or amendments necessary fully to preserve and protect the interests of the Trust, the Indenture Trustee, the Securityholders and the Insurer Purchaser in the Contracts, the related Financed Vehicles and the proceeds thereof have been filed, and reciting the details of such filings. (fd) During the term of this Agreement, the Seller and Onyx shall each maintain its chief executive office in one of the states of the United States. (ge) The Servicer (so long as UACC is the Servicer) shall pay all reasonable costs and disbursements in connection with the perfection and the maintenance of perfection, as against all third parties, of the Indenture Trustee's Purchaser’s right, title and interest in and to the Contracts and in connection with maintaining the first priority security interest (subject to the security interest of the Insurer pursuant to the Insurance Agreement) in the Financed Vehicles and the proceeds thereof. Any successor Servicer shall be entitled to reimbursement of any such costs and disbursements.

CONVEYANCE OF CONTRACTS. (a) In consideration of the Issuer's delivery of the authenticated Notes and Certificates to or upon the order of the SellerSeller of $__________ less the Spread Account Initial Deposit, effective upon the Closing Date, the Seller hereby sells, grants, transfers, assigns and otherwise conveys and assigns to the Issuer, without recourse (except as expressly provided in Section 2.03 hereofsubject to the obligations herein), all of the right, title and interest of the Seller (exclusive of (i) the Retained Yield in respect of the Contracts, and (ii) the amount, if any, allocable to any rebatable insurance premium financed by any Contract) in, to and under: (i) under the Contracts (which Contracts shall be listed in the Schedule of Contracts; ), including, without limitation, all payments of Monthly P&I (iiexclusive of the Retained Yield, which shall be paid directly to the Seller as provided in Section 5.02(b)) all monies received under due after December 1, 1997 (excluding the Contracts amount allocable to principal and interest due on or after the Cut-Off Date; (iii) prior to December 1, 1997); all Net Liquidation Proceeds and Net Insurance Proceeds with respect to any Financed Vehicle to which a Contract relates received on or after 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 December 1, 1997), and any and all security interests in the Cut-Off Date; (iv) Financed Vehicles; the Contract Documents and Contract Files relating to the Contracts (except the Contract Documents and Contract Files for Contracts which have been the subject of a Full Prepayment received on or after the Cut-Off Date December 1, 1997 but no later than two one Business Days Day prior to the Closing Date, in lieu of which the Seller shall have deposited in or credited to the Collection Account on or prior to the Closing Date an amount equal to such Full Prepayment); (v) the Trust Accounts ; and all amounts, financial assets and investment property held therein or credited thereto, including, if applicable, all Eligible Investments credited thereto (but excluding (A) the Payahead Account and all amounts, financial assets and investment property held therein or credited thereto, including all Eligible Investments credited thereto and (B) investment income credited to the Collection Account); (vi) the right of the Seller, as purchaser under the Purchase Agreement, to cause Onyx as seller thereunder to repurchase Contracts listed in the Schedule of Contracts under certain circumstances; (vii) any and all security interests of the Seller in the Financed Vehicles and the rights to receive proceeds from claims on certain insurance policies covering the Financed Vehicles or the individual Obligors under each related Contract; (viii) the Seller's right to proceeds under the Blanket Insurance Policy with respect to the Contracts; and (ix) all proceeds in any way delivered with respect to the foregoing, all rights to payments with respect to the foregoing and all rights to enforce the foregoing. The foregoing items of property listed in this Section 2.01, together with the rights provided that $__________ of the Indenture Trustee under principal amount of Contract number __________ is retained by the PolicySeller. (b) The Bank has filed or caused to be filed UCC-1 financing statements, are collectively referred executed by the Bank as debtor, naming WFS as secured party and describing the Contracts originated by the Bank and transferred to as the "TRUST PROPERTY". In addition, WFS on or prior to the Closing Date, Date as collateral with the Seller shall cause the Insurer to deliver the Policy to the Indenture Trustee for the benefit Office of the Securityholders. It is the intention Secretary of State of the Seller and the Issuer that the assignment and transfer herein contemplated constitute (and shall be construed and treated for all purposes as) a true and complete sale State of the Trust Property (other than the Spread Account and the Policy), conveying good title thereto free and clear of any liens and encumbrances, from the Seller to the IssuerCalifornia. However, in the event that such conveyance is deemed to be a pledge to secure a loan (in spite of the express intent of the parties hereto that this conveyance constitutes, and shall be construed and treated for all purposes, as a true and complete sale), the Seller hereby grants to the Issuer, for the benefit of the Securityholders and the Insurer, a first priority perfected security interest in all of the Seller's right, title and interest in the Trust Property whether now existing WFS has filed or hereafter created and all proceeds of the foregoing to secure the loan deemed to be made in connection with such pledge and, in such event, this Agreement shall constitute a security agreement under applicable law. (b) As of the Closing Date, the Issuer acknowledges the conveyance to it of the Trust Property from the Seller, including all right, title and interest of the Seller in and to the Trust Property, receipt of which is hereby acknowledged by the Issuer. Concurrently with such delivery and in exchange therefor, the Issuer has pledged to the Indenture Trustee, for the benefit of the Securityholders and the Insurer, the Trust Property and the Indenture Trustee, pursuant to the written instructions of the Issuer, has executed and caused to be authenticated and delivered the Notes to filed UCC-1 financing statements executed by WFS as debtor, naming the Seller or its designee, upon the order of the Issuer. In addition, concurrently with such delivery as secured party and in exchange therefor, the Owner Trustee, pursuant to the instructions of the Seller, has executed (not in its individual capacity, but solely as Owner Trustee on behalf of the Issuer) and caused to be authenticated and delivered the Certificates to the Seller or its designee, upon the order of the Seller. (c) In connection with the sale of describing the Contracts pursuant to the Purchase Agreement, Onyx has filed as collateral with the office of the Secretary of State of the State of California a UCC-1 financing statement naming Onyx as debtor, naming the Seller as secured party and including the Contracts in the description of the collateralCalifornia. In connection with the sale of the Contracts pursuant to this Agreement, the The Seller has filed or caused to be filed UCC-1 financing statements, executed by the Seller as debtor, naming the Collateral Agent, on behalf of the Insurer, as secured party and describing the Contracts as collateral, with the Office of the Secretary of State of the State of California California. The grant of a security interest to the Collateral Agent on behalf of the Insurer and the rights of the Collateral Agent and the Insurer in respect of such security interest shall be governed by the Insurance Agreement. The Seller has filed or caused to be filed UCC-1 financing statement naming statements, executed by the Seller as debtor, naming the Issuer Owner Trust as secured partyparty and describing the Contracts being sold by it to the Owner Trust as collateral, with the Office of the Secretary of State of the State of California. The Owner Trust has filed or caused to be filed UCC-1 financing statements, executed by the Owner Trust as debtor, naming the Indenture Trustee, on behalf of the Noteholders, as assignee, and including the Contracts in the description of the collateral. In connection with the pledge of the Contracts pursuant to the Indenture, the Trust has filed with the offices of the Secretary of State of the State of Delaware UCC-1 financing statements naming the Trust as debtor and the Indenture Trustee, on behalf of the Noteholders and the Insurer, as secured party. The grant of a security interest to the Indenture Trustee and the rights of the Indenture Trustee in the Contracts shall be governed by the Indenture. The Seller shall have caused UCC-2 termination statements to have been filed with the office of Secretary of State of the State of California terminating any effective UCC-1 financing statements with respect to any outstanding security interests in the Contracts. (d) From time to time, the Servicer shall cause to be taken such actions as are necessary to continue the perfection of the respective interests of the Trust and the Indenture Trustee in the Contracts and to continue the first priority security interest of the Indenture Trustee in the Financed Vehicles and their proceeds (other than, as to such priority, any statutory lien arising by operation of law after the Closing Date which is prior to such interest), including, without limitation, the filing of financing statements, amendments thereto or continuation statements and the making of notations on records or documents of title. (e) If any change in the name, identity or corporate structure of the Seller or Onyx or the relocation of the chief executive office of either of them would make any financing or continuation statement or notice of lien filed under this Agreement or the other Basic Documents misleading within the meaning of applicable provisions of the UCC or any title statute, the Servicer, within the time period required by applicable law, shall file such financing statements or amendments as may be required to preserve and protect the interests of the Trust, the Indenture Trustee, the Securityholders and the Insurer in the Contracts, the related Financed Vehicles and the proceeds thereof. Promptly thereafter, the Servicer shall deliver to the Trust, the Indenture Trustee and the Insurer an Opinion of Counsel stating that, in the opinion of such counsel, all financing statements or amendments necessary fully to preserve and protect the interests of the Trust, the Indenture Trustee, the Securityholders and the Insurer in the Contracts, the related Financed Vehicles and the proceeds thereof have been filed, and reciting the details of such filings. (f) During the term of this Agreement, the Seller and Onyx shall each maintain its chief executive office in one of the states of the United States. (g) The Servicer shall pay all reasonable costs and disbursements in connection with the perfection and the maintenance of perfection, as against all third parties, of the Indenture Trustee's right, title and interest in and to the Contracts and in connection with maintaining the first priority security interest (subject to the security interest of the Insurer pursuant to the Insurance Agreement) in the Financed Vehicles and the proceeds thereof.as

CONVEYANCE OF CONTRACTS. (a) In consideration of the Issuer's delivery of the authenticated Notes and Certificates Notes, in an aggregate amount equal to $450,000,000, to or upon the order of the Seller, effective upon the Closing Date, the Seller hereby sells, grants, transfers, conveys and assigns to the Issuer, without recourse (except as expressly provided in Section 2.03 hereof), all of the right, title and interest of the Seller in, to and under: (i) the Funded Contracts listed in the Schedule of Contracts; (ii) all monies received under the Funded Contracts on or after the related Cut-Off Date; (iii) all Net Liquidation Proceeds and Net Insurance Proceeds with respect to any Financed Vehicle to which a Funded Contract relates received on or after the related Cut-Off Date; (iv) the Contract Documents and Contract Files relating to the Funded Contracts (except the Contract Documents and Contract Files for Funded Contracts which have been the subject of a Full Prepayment received on or after the related Cut-Off Date but no later than two Business Days prior to the Closing Date, in lieu of which the Seller shall have deposited in or credited to the Collection Account on or prior to the Closing Date an amount equal to such Full Prepayment); (v) the Trust Accounts and all amounts, financial assets and investment property held therein or credited thereto, including, if applicable, all Eligible Investments credited thereto (but excluding (A) the Payahead Account and all amounts, financial assets and investment property held therein or credited thereto, including all Eligible Investments credited thereto and (B) investment income credited to the Collection Account); (vi) the right of the Seller, as purchaser under the Purchase Agreement, to cause Onyx as seller thereunder to repurchase Funded Contracts listed in the Schedule of Contracts under certain circumstancescircumstances (such right may be enforced by the Issuer or the Indenture Trustee at the direction of the Insurer); (vii) any and all security interests of the Seller in the Financed Vehicles and the rights to receive proceeds from claims on certain insurance policies covering the Financed Vehicles or the individual Obligors under each related Funded Contract; (viii) the Seller's right to proceeds under the Blanket Insurance Policy with respect to the Funded Contracts; and (ix) all proceeds in any way delivered with respect to the foregoing, all rights to payments with respect to the foregoing and all rights to enforce the foregoing. (b) Subject to the conditions set forth in Section 2.01(c), in consideration of the Issuer's delivery of authenticated Notes, in an aggregate amount equal to $450,000,000, to or upon the order of the Seller, effective upon the Closing Date, the Seller hereby sells, grants, transfers, conveys and assigns to the Issuer, without recourse (except as expressly provided in Section 2.03 hereof) effective upon delivery to the Issuer on the related Prefunding Transfer Date against payment therefor from the Prefunding Account in accordance with Section 4.07(b), all of the right, title and interest of the Seller in, to and under: (i) all Prefunded Contracts listed on each Transfer Certificate; (ii) all monies received under the Prefunded Contracts on or after the related Prefunding Cut-Off Date; (iii) all Net Liquidation Proceeds and Net Insurance Proceeds with respect to any Financed Vehicle to which a Prefunded Contract relates received on or after the related Prefunding Cut-Off Date; (iv) the Contract Documents and Contract Files relating to the Prefunded Contracts; (v) the right of the Seller, as purchaser under the Purchase Agreement, to cause Onyx as seller thereunder to repurchase Prefunded Contracts listed on any Transfer Certificate under certain circumstances; (vi) any and all security interests of the Seller in the related Financed Vehicles and the rights to receive proceeds from claims on certain insurance policies covering such Financed Vehicles or the individual Obligors under each related Prefunded Contract; (vii) the Seller's right to proceeds under the Blanket Insurance Policy with respect to the Prefunded Contracts; and (viii) all proceeds in any way delivered with respect to the foregoing, all rights to payments with respect to the foregoing and all rights to enforce the foregoing. The foregoing items of property listed in this Section 2.01Sections 2.01(a) and (b), together with the rights of the Indenture Trustee under the Policy, are collectively referred to as the "TRUST PROPERTY". In addition, on or prior to the Closing Date, the Seller shall cause the Insurer to deliver the Policy to the Indenture Trustee for the benefit of the SecurityholdersNoteholders. It is the intention of the Seller and the Issuer that the assignment and transfer herein contemplated constitute (and shall be construed and treated for all purposes as) a true and complete sale of the Trust Property (other than the Spread Account and the Policy), conveying good title thereto free and clear of any liens and encumbrances, from the Seller to the Issuer. However, in the event that such conveyance is deemed to be a pledge to secure a loan (in spite of the express intent of the parties hereto that this conveyance constitutes, and shall be construed and treated for all purposes, as a true and complete sale), the Seller hereby grants to the Issuer, for the benefit of the Securityholders Noteholders and the Insurer, a first priority perfected security interest in all of the Seller's right, title and interest in the Trust Property whether now existing or hereafter created and all proceeds of the foregoing to secure the loan deemed to be made in connection with such pledge and, in such event, this Agreement shall constitute a security agreement under applicable law. (bc) The sale and assignment of the Prefunded Contracts and the other property and rights related thereto described in Section 2.01(b) shall be subject to the satisfaction of each of the following conditions, as well as the conditions set forth in Section 4.08, as of the related Prefunding Transfer Date, as applicable: (i) the Seller shall have delivered to the Custodian, on behalf of the Issuer, the Prefunded Contracts, and the Seller shall have delivered to the Issuer, the Indenture Trustee and the Insurer, on the Business Day immediately preceding the related Prefunding Transfer Date, a duly executed Transfer Certificate, substantially in the form of Exhibit C-1; (ii) the Servicer and the Seller shall certify to the Indenture Trustee and the Insurer that, as of the Prefunding Transfer Date, the Servicer and the Seller, respectively, were not insolvent nor were they made insolvent by such transfer nor were they aware of any such pending insolvency; (iii) the Seller shall certify to the Indenture Trustee and the Insurer that the addition of such Prefunded Contracts will not result in a material adverse tax consequence to the Issuer or the Noteholders; (iv) the Funding Period shall not have terminated; (v) the Seller and the Servicer shall certify to the Indenture Trustee and the Insurer that no selection procedures believed by the Seller or the Servicer to be adverse to the interests of the Noteholders or the Insurer shall have been utilized in selecting the Prefunded Contracts; (vi) the Seller and the Insurer shall not have been advised by either Rating Agency on or before the Business Day immediately preceding such Prefunding Transfer Date that the conveyance of the Prefunded Contracts would result in a qualification, modification or withdrawal of its then current rating of the Notes without regard to the Policy; (vii) the weighted average APR (using the Recomputed Yield for the Rule of 78's Contracts) of the Contracts (after giving effect to the purchase of the related Prefunded Contracts) shall not be less than 9.25%; (viii) less than 30% of the Prefunded Contracts transferred by the Seller to the Issuer since the Closing Date, including all Prefunded Contracts being transferred on such Prefunding Transfer Date, shall have an original term to maturity of more than 60 months and the weighted average remaining term of all Contracts (including the Prefunded Contracts) as of such Prefunding Transfer Date shall not be greater than 63 months; (ix) if the balance in the Prefunding Account prior to such Prefunding Transfer Date exceeds $30,000,000, the aggregate Outstanding Principal Balance, as of the related Prefunding Cut-Off Date, of the Prefunded Contracts to be conveyed by the Seller to the Issuer on such Prefunding Transfer Date shall equal or exceed $10,000,000 and the Insurer shall have consented to such transfer; (x) at least one Business Day prior to each Prefunding Transfer Date, the Seller shall have delivered to the Rating Agencies and the Insurer pool stratification data (including data with respect to when the first scheduled payment is due under each such Prefunded Contract) relating to the Prefunded Contracts to be conveyed by the Seller to the Issuer on such Prefunding Transfer Date, in the form of stratification data delivered to the Rating Agencies and the Insurer with respect to the Funded Contracts, and, as of the related Prefunding Cut-Off Date, shall have certified that the information contained therein is true and correct; and (xi) the first scheduled monthly payment for at least 50% of the Prefunded Contracts (by Outstanding Principal Balance as of the related Prefunding Cut-Off Date) shall be due on or before October 31, 2004. (d) As of the Closing Date, the Issuer acknowledges the conveyance to it of the Trust Property from the Seller, including all right, title and interest of the Seller in and to the Trust Property, receipt of which is hereby acknowledged by the Issuer. Concurrently with such delivery and in exchange therefor, the Issuer has pledged to the Indenture Trustee, for the benefit of the Securityholders Noteholders and the Insurer, the Trust Property and the Indenture Trustee, pursuant to the written instructions of the Issuer, has executed and caused to be authenticated and delivered the Notes to the Seller or its designee, upon the order of the Issuer. In addition, concurrently with such delivery and in exchange therefor, the Owner Trustee, pursuant to the instructions of the Seller, has executed (not in its individual capacity, but solely as Owner Trustee on behalf of the Issuer) and caused to be authenticated and delivered the Certificates to the Seller or its designee, upon the order of the Seller. (ce) In connection with the sale of the Contracts pursuant to the Purchase Agreement, Onyx has filed with the office of the Secretary of State of the State of California Delaware a UCC-1 financing statement naming Onyx as debtor, naming the Seller as secured party and including the Contracts in the description of the collateral, such filing made in order to continue the effectiveness of a financing statement naming Onyx as debtor and the Seller as secured party filed with the office of the Secretary of State of the State of California prior to July 1, 2001. In connection with the sale of the Contracts pursuant to this Agreement, the Seller has filed or caused to be filed with the Secretary of State of the State of California Delaware a UCC-1 financing statement naming the Seller as debtor, naming the Issuer as secured party, naming the Indenture Trustee, on behalf of the Noteholders, as assignee, and including the Contracts in the description of the collateral. In connection with the pledge of the Contracts pursuant to the Indenture, the Trust has filed with the offices of the Secretary of State of the State of Delaware UCC-1 financing statements naming the Trust as debtor and the Indenture Trustee, on behalf of the Noteholders and the Insurer, as secured party. The grant of a security interest to the Indenture Trustee and the rights of the Indenture Trustee in the Contracts shall be governed by the Indenture. The Seller shall have caused UCC-2 termination statements UCC-3 partial releases to have been filed with the office of Secretary of State of the State of California terminating any effective UCC-1 financing statements Delaware with respect to any outstanding security interests in the Contracts. (df) From time to time, the Servicer shall cause to be taken such actions as are necessary to continue the perfection of the respective interests of the Trust and the Indenture Trustee in the Contracts and to continue the first priority security interest of the Indenture Trustee in the Financed Vehicles and their proceeds (other than, as to such priority, any statutory lien arising by operation of law after the Closing Date which is prior to such interest), including, without limitation, the filing of financing statements, amendments thereto or continuation statements and the making of notations on records or documents of title. (eg) If any change in the name, identity or corporate structure of the Seller or Onyx or the relocation of the chief executive office state of organization of either of them would make any financing or continuation statement or notice of lien filed under this Agreement or the other Basic Documents misleading within the meaning of applicable provisions of the UCC or any title statute, the Insurer must have provided prior written consent to such change and the Servicer, within the time period required by applicable law, shall file such financing statements or amendments as may be required to preserve and protect the interests of the Trust, the Indenture Trustee, the Securityholders Noteholders and the Insurer in the Contracts, the related Financed Vehicles and the proceeds thereof. Promptly thereafter, the Servicer shall deliver to the Trust, the Indenture Trustee and the Insurer an Opinion of Counsel stating that, in the opinion of such counsel, all financing statements or amendments necessary fully to preserve and protect the interests of the Trust, the Indenture Trustee, the Securityholders Noteholders and the Insurer in the Contracts, the related Financed Vehicles and the proceeds thereof have been filed, and reciting the details of such filings. (fh) During the term of this Agreement, the Seller and Onyx shall each maintain its chief executive office in continue to be an organization organized under the laws of one of the states of the United States. (gi) The Servicer shall pay all reasonable costs and disbursements in connection with the perfection and the maintenance of perfection, as against all third parties, of the Indenture Trustee's right, title and interest in and to the Contracts and in connection with maintaining the first priority security interest (subject to the security interest of the Insurer pursuant to the Insurance Agreement) in the Financed Vehicles and the proceeds thereof. (j) On the Prefunding Closing Date, the Seller shall: (i) deliver a certificate from each secured creditor of the Seller confirming that such creditor has no claim of any security interest in any of the Prefunded Contracts transferred during the Funding Period; (ii) deliver to each Rating Agency, the Insurer and the Indenture Trustee a Prefunding Closing Date Certificate; (iii) deliver to each Rating Agency, the Insurer and the Indenture Trustee an Opinion of Counsel with respect to the absence of negative tax consequences to the Trust, the characterization of the transfer of the Prefunded Contracts and the perfection of the Indenture Trustee's interest on behalf of the Noteholders; (iv) deliver to each Rating Agency, the Insurer and the Indenture Trustee with respect to any state (other than California) in which 10% or more of the Contracts (including the Prefunded Contracts), by Outstanding Principal Balance, were originated, an opinion with respect to the perfection of the security interest of the Indenture Trustee in the Financed Vehicles securing the Contracts originated in such state; and (v) deliver to the Insurer an Opinion of Counsel to the effect that Onyx is duly qualified as a foreign corporation to do business, and is in good standing, in each of the states in which Prefunded Contracts have been originated. Failure to comply with any of the conditions set forth in this Section 2.01(j) on the Prefunding Closing Date shall be deemed to be a breach of a representation and warranty with respect to each of the Prefunded Contracts to which such failed conditions relate as of the Prefunding Closing Date.

CONVEYANCE OF CONTRACTS. (a) On each Closing Date during the Funding Period, the Purchaser shall purchase from Seller all Contracts offered by the Seller to the Purchaser in the manner set forth in this Article. In consideration of the IssuerPurchaser's delivery of the authenticated Notes and Certificates to or upon the order of the SellerSeller of the Purchase Price set forth in the related Sale and Assignment, effective upon and subject to the Closing Dateterms and conditions hereof, the Seller hereby sells, grants, transfers, assigns and otherwise conveys and assigns to the IssuerPurchaser, without recourse (except as expressly provided in Section 2.03 hereofSections 3.02, 3.03 and 3.04), and the Purchaser hereby agrees to purchase, all of the its right, title and interest of the Seller in, to and under: (i) : the Contracts listed in the Schedule of Contracts; (ii) Contracts attached to or delivered with the Sale and Assignment; all monies payments received under the Contracts on or after the related Cut-Off Date (including any interest that has accrued to that Cut-Off Date whether received in whole or in part, whether related to a current, future or prior Due Date; (iii) , whether paid voluntarily by an Obligor or received in connection with the realization of the amounts due and to become due under any Defaulted Contract or upon the sale of any property acquired in respect thereof); all Net Liquidation Proceeds and Net Insurance Proceeds with respect to any Financed Vehicle to which a Contract relates received on or after the Cut-Off Date; (iv) the Contract Documents and Contract Files relating to the Contracts (except the Contract Documents and Contract Files for Contracts which have been the subject of a Full Prepayment received on or after the related Cut-Off Date but no later and all other proceeds received on or in respect of such Contracts (other than two Business Days prior to the Closing Date, in lieu of which the Seller shall have deposited in or credited to the Collection Account payments received on or prior to the Closing Date an amount equal to such Full Prepaymentapplicable Cut-Off Date); (v) ; the Trust Accounts and all amounts, financial assets and investment property held therein or credited thereto, including, if applicable, all Eligible Investments credited thereto (but excluding (A) the Payahead Account and all amounts, financial assets and investment property held therein or credited thereto, including all Eligible Investments credited thereto and (B) investment income credited to the Collection Account); (vi) the right of the Seller, as purchaser under the Purchase Agreement, to cause Onyx as seller thereunder to repurchase Contracts listed in the Schedule of Contracts under certain circumstances; (vii) Contract Files; any and all security interests of the Seller in the Financed Vehicles Vehicles, and the rights right to receive proceeds from claims on certain insurance policies covering the Financed Vehicles or the individual Obligors under each related Contract; (viii) the Seller's right to proceeds under the Blanket Insurance Policy with respect to the ContractsObligors; and (ix) and all proceeds in any way delivered with respect to the foregoing, all rights to payments with respect to the foregoing and all rights to enforce the foregoing. The foregoing items of property listed ; exclusive in this Section 2.01, together with the rights all cases of the Indenture Trustee under amount, if any, (A) allocable to any rebatable insurance premium financed by a Contract and (B) of refunds, claims, credits or deductions relating to State and local sales or use, gross receipts, transaction privilege, value added, business and occupation and other similar taxes attributable to Contracts charged off by the PolicySeller or its Affiliates, subsidiaries, assignees or transferees, including the Purchaser, all of which amounts and rights to receive such amounts are collectively referred to as expressly retained by the "TRUST PROPERTY"Seller. In addition, on or prior to the Closing On each Cut-Off Date, the Seller shall cause the Insurer to deliver the Policy to the Indenture Trustee Purchaser a Sale and Assignment together with a Schedule of Contracts. Notwithstanding Section 3.01(b)(xxiii), a Schedule of Contracts may include Contracts that have been specifically selected by the Seller and described as such; provided, however, that the Purchaser has no obligation to purchase such Contracts. The Seller may submit a Sale and Assignment on any Business Day. Subject to satisfaction of the conditions in Section 2.03, not later than 12:00 p.m., Pacific Time, on each Closing Date the Purchaser shall deliver to or upon the order of the Seller the Purchase Price for the benefit Contracts identified on the related Schedule of Contracts. Such payment shall be made in immediately available funds in accordance with the funding instructions set forth on the related Sale and Assignment. The Contracts are being sold on a servicing released basis. Except for the obligations of the SecurityholdersSeller set forth herein, the Purchaser shall be responsible for the management, servicing, administration and collection on the Contracts. It is the intention of the Seller and the Issuer Purchaser that each sale, transfer and assignment of Contracts, the assignment security interest in the related Financed Vehicles and transfer herein contemplated related property made pursuant to Section 2.01(a) shall constitute (and shall be construed and treated for all purposes as) a true and complete sale of the Trust Property (other than the Spread Account and the Policy), conveying good title thereto free and clear of any liens and encumbrances, such property from the Seller to the IssuerPurchaser, conveying good title to the property free and clear of Liens, and such property shall not be part of the Seller's estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy or similar law. However, in the event that any such conveyance sale, transfer and assignment is deemed to be characterized by a pledge to secure court as a loan (in spite of by the express intent of Purchaser to the parties hereto that this conveyance constitutes, and shall be construed and treated for all purposes, as a true and complete sale)Seller, the Seller hereby grants grants, pledges and assigns to the Issuer, for the benefit of the Securityholders and the Insurer, Purchaser a first priority perfected security interest in all of the Seller's right, title and interest in the Trust Property whether now existing or hereafter created in, to and all proceeds of the foregoing under such property, to secure the a loan deemed to be have been made in connection with by the Purchaser to the Seller as security for such pledge and, in such event, this Agreement shall constitute a security agreement under applicable law. (b) As loans and for the payment and performance of the Closing Date, the Issuer acknowledges the conveyance to it of the Trust Property from the Seller, including all right, title and interest obligations of the Seller in and to the Trust Property, receipt of which is hereby acknowledged by the Issuer. Concurrently with such delivery and in exchange therefor, the Issuer has pledged to the Indenture Trustee, for the benefit of the Securityholders and the Insurer, the Trust Property and the Indenture Trustee, pursuant to the written instructions of the Issuer, has executed and caused to be authenticated and delivered the Notes to the Seller or its designee, upon the order of the Issuer. In addition, concurrently with such delivery and in exchange therefor, the Owner Trustee, pursuant to the instructions of the Seller, has executed (not in its individual capacity, but solely as Owner Trustee on behalf of the Issuer) and caused to be authenticated and delivered the Certificates to the Seller or its designee, upon the order of the Sellerhereunder. (c) In connection with the sale of the Contracts pursuant to the Purchase Agreement, Onyx has filed with the office of the Secretary of State of the State of California a UCC-1 financing statement naming Onyx as debtor, naming the Seller as secured party and including the Contracts in the description of the collateral. In connection with the sale of the Contracts pursuant to this Agreement, the Seller has filed or caused to be filed with the Secretary of State of the State of California a UCC-1 financing statement naming the Seller as debtor, naming the Issuer as secured party, naming the Indenture Trustee, on behalf of the Noteholders, as assignee, and including the Contracts in the description of the collateral. In connection with the pledge of the Contracts pursuant to the Indenture, the Trust has filed with the offices of the Secretary of State of the State of Delaware UCC-1 financing statements naming the Trust as debtor and the Indenture Trustee, on behalf of the Noteholders and the Insurer, as secured party. The grant of a security interest to the Indenture Trustee and the rights of the Indenture Trustee in the Contracts shall be governed by the Indenture. The Seller shall have caused UCC-2 termination statements to have been filed with the office of Secretary of State of the State of California terminating any effective UCC-1 financing statements with respect to any outstanding security interests in the Contracts. (d) From time to time, the Servicer shall cause to be taken such actions as are necessary to continue the perfection of the respective interests of the Trust and the Indenture Trustee in the Contracts and to continue the first priority security interest of the Indenture Trustee in the Financed Vehicles and their proceeds (other than, as to such priority, any statutory lien arising by operation of law after the Closing Date which is prior to such interest), including, without limitation, the filing of financing statements, amendments thereto or continuation statements and the making of notations on records or documents of title. (e) If any change in the name, identity or corporate structure of the Seller or Onyx or the relocation of the chief executive office of either of them would make any financing or continuation statement or notice of lien filed under this Agreement or the other Basic Documents misleading within the meaning of applicable provisions of the UCC or any title statute, the Servicer, within the time period required by applicable law, shall file such financing statements or amendments as may be required to preserve and protect the interests of the Trust, the Indenture Trustee, the Securityholders and the Insurer in the Contracts, the related Financed Vehicles and the proceeds thereof. Promptly thereafter, the Servicer shall deliver to the Trust, the Indenture Trustee and the Insurer an Opinion of Counsel stating that, in the opinion of such counsel, all financing statements or amendments necessary fully to preserve and protect the interests of the Trust, the Indenture Trustee, the Securityholders and the Insurer in the Contracts, the related Financed Vehicles and the proceeds thereof have been filed, and reciting the details of such filings. (f) During the term of this Agreement, the Seller and Onyx shall each maintain its chief executive office in one of the states of the United States. (g) The Servicer shall pay all reasonable costs and disbursements in connection with the perfection and the maintenance of perfection, as against all third parties, of the Indenture Trustee's right, title and interest in and to the Contracts and in connection with maintaining the first priority security interest (subject to the security interest of the Insurer pursuant to the Insurance Agreement) in the Financed Vehicles and the proceeds thereof.

CONVEYANCE OF CONTRACTS. (a) In consideration of the Issuer's delivery of the authenticated Notes and Certificates to or upon the order of the Seller, effective upon the Closing Date, the Seller hereby sells, grants, transfers, conveys and assigns to the Issuer, without recourse (except as expressly provided in Section 2.03 hereof), all of the right, title and interest of the Seller in, to and under: (i) the Contracts listed in the Schedule of Contracts; (ii) all monies received under the Contracts on or after the Cut-Off Date; (iii) all Net Liquidation Proceeds and Net Insurance Proceeds with respect to any Financed Vehicle to which a Contract relates received on or after the Cut-Off Date; (iv) the Contract Documents and Contract Files relating to the Contracts (except the Contract Documents and Contract Files for Contracts which have been the subject of a Full Prepayment received on or after the Cut-Off Date but no later than two Business Days prior to the Closing Date, in lieu of which the Seller shall have deposited in or credited to the Collection Account on or prior to the Closing Date an amount equal to such Full Prepayment); (v) the Trust Accounts and all amounts, financial assets and investment property held therein or credited thereto, including, if applicable, all Eligible Investments credited thereto (but excluding (A) the Payahead Account and all amounts, financial assets and investment property held therein or credited thereto, including all Eligible Investments credited thereto and (B) investment income credited to the Collection Accountthereto); (vi) the right of the Seller, as purchaser under the Purchase Agreement, to cause Onyx as seller thereunder to repurchase Contracts listed in the Schedule of Contracts under certain circumstances; (vii) any and all security interests of the Seller in the Financed Vehicles and the rights to receive proceeds from claims on certain insurance policies covering the Financed Vehicles or the individual Obligors under each related Contract; (viii) the Seller's right to proceeds under the Blanket Insurance Policy with respect to the Contracts; and (ix) all proceeds in any way delivered with respect to the foregoing, all rights to payments with respect to the foregoing and all rights to enforce the foregoing. The foregoing items of property listed in this Section 2.01, together with the rights of the Indenture Trustee and the Owner Trustee under the Policy, are collectively referred to as the "TRUST PROPERTY". In addition, on or prior to the Closing Date, the Seller shall cause the Insurer to deliver the Policy to the Indenture Trustee for the benefit of the Securityholders. It is the intention of the Seller and the Issuer that the assignment and transfer herein contemplated constitute (and shall be construed and treated for all purposes as) a true and complete sale of the Trust Property (other than the Spread Account and the Policy), conveying good title thereto free and clear of any liens and encumbrances, from the Seller to the Issuer. However, in the event that such conveyance is deemed to be a pledge to secure a loan (in spite of the express intent of the parties hereto that this conveyance constitutes, constitutes (and shall be construed and treated for all purposes, ) as a true and complete sale), the Seller hereby grants to the Issuer, for the benefit of the Securityholders and the Insurer, a first priority perfected security interest in all of the Seller's right, title and interest in the Trust Property whether now existing or hereafter created and all proceeds of the foregoing to secure the loan deemed to be made in connection with such pledge and, in such event, this Agreement shall constitute a security agreement under applicable law. (b) As of the Closing Date, the Issuer acknowledges the conveyance to it of the Trust Property from the Seller, including all right, title and interest of the Seller in and to the Trust Property, receipt of which is hereby acknowledged by the Issuer. Concurrently with such delivery and in exchange therefor, the Issuer has pledged to the Indenture Trustee, for the benefit of the Securityholders and the Insurer, the Trust Property and the Indenture Trustee, pursuant to the written instructions of the Issuer, has executed and caused to be authenticated and delivered the Notes to the Seller or its designee, upon the order of the Issuer. In addition, concurrently with such delivery and in exchange therefor, the Owner Trustee, pursuant to the instructions of the Seller, has executed (not in its individual capacity, but solely as Owner Trustee on behalf of the Issuer) and caused to be authenticated and delivered the Certificates to the Seller or its designee, upon the order of the Seller. (c) In connection with the sale of the Contracts pursuant to the Purchase Agreement, Onyx has filed with the office of the Secretary of State of the State of California a UCC-1 financing statement naming Onyx as debtor, naming the Seller as secured party and including the Contracts in the description of the collateral. In connection with the sale of the Contracts pursuant to this Agreement, the Seller has filed or caused to be filed with the Secretary of State of the State of California a UCC-1 financing statement naming the Seller as debtor, naming the Issuer as secured party, naming the Indenture Trustee, on behalf of the Noteholders, as assignee, and including the Contracts in the description of the collateral. In connection with the pledge of the Contracts pursuant to the Indenture, the Trust has filed with the offices of the Secretary of State of the State of Delaware UCC-1 financing statements naming the Trust as debtor and the Indenture Trustee, on behalf of the Noteholders and the Insurer, as secured party. The grant of a security interest to the Indenture Trustee and the rights of the Indenture Trustee in the Contracts shall be governed by the Indenture. The Seller shall have caused UCC-2 termination statements to have been filed with the office of Secretary of State of the State of California terminating any effective UCC-1 financing statements with respect to any outstanding security interests in the Contracts. (d) From time to time, the Servicer shall cause to be taken such actions as are necessary to continue the perfection of the respective interests of the Trust and the Indenture Trustee in the Contracts and to continue the first priority security interest of the Indenture Trustee in the Financed Vehicles and their proceeds (other than, as to such priority, any statutory lien arising by operation of law after the Closing Date which is prior to such interest), including, without limitation, the filing of financing statements, amendments thereto or continuation statements and the making of notations on records or documents of title. (e) If any change in the name, identity or corporate structure of the Seller or Onyx or the relocation of the chief executive office of either of them would make any financing or continuation statement or notice of lien filed under this Agreement or the other Basic Documents misleading within the meaning of applicable provisions of the UCC or any title statute, the Servicer, within the time period required by applicable law, shall file such financing statements or amendments as may be required to preserve and protect the interests of the Trust, the Indenture Trustee, the Securityholders and the Insurer in the Contracts, the related Financed Vehicles and the proceeds thereof. Promptly thereafter, the Servicer shall deliver to the Trust, the Indenture Trustee and the Insurer an Opinion of Counsel stating that, in the opinion of such counsel, all financing statements or amendments necessary fully to preserve and protect the interests of the Trust, the Indenture Trustee, the Securityholders and the Insurer in the Contracts, the related Financed Vehicles and the proceeds thereof have been filed, and reciting the details of such filings. (f) During the term of this Agreement, the Seller and Onyx shall each maintain its chief executive office in one of the states of the United States. (g) The Servicer shall pay all reasonable costs and disbursements in connection with the perfection and the maintenance of perfection, as against all third parties, of the Indenture Trustee's right, title and interest in and to the Contracts and in connection with maintaining the first priority security interest (subject to the security interest of the Insurer pursuant to the Insurance Agreement) in the Financed Vehicles and the proceeds thereof.

CONVEYANCE OF CONTRACTS. (a) In consideration of the Issuer's delivery of the authenticated Notes and Certificates to or upon the order of the Seller, effective upon Seller of the Closing DateCertificates and $1,750,000,000 aggregate principal balance of Notes, the Seller hereby sells, grants, transfers, assigns and otherwise conveys and assigns to the Issuer, without recourse (except as expressly provided in Section 2.03 hereofsubject to the obligations herein), all of the its right, title and interest (exclusive of the Seller amount, if any, allocable to any rebatable insurance premium financed by any Contract) in, to and under: (i) under the Contracts (which Contracts shall be listed in the Schedule of Contracts; (ii) ), including, without limitation, all monies payments of Monthly P&I received under the Contracts on or after the Cut-Off Date; (iii) ; all Net Liquidation Proceeds and Net Insurance Proceeds with respect to any Financed Vehicle to which a Contract relates received on or after the Cut-Off Date; (iv) the Contract Documents Date and Contract Files relating to the Contracts (except the Contract Documents and Contract Files for Contracts which have been the subject of a Full Prepayment all other proceeds received on or after in respect of such Contracts (other than payments of Monthly P&I received prior to the Cut-Off Date but no later than two Business Days prior to the Closing Date, in lieu of which the Seller shall have deposited in or credited to the Collection Account on or prior to the Closing Date an amount equal to such Full Prepayment); (v) the Trust Accounts and all amounts, financial assets and investment property held therein or credited thereto, including, if applicable, all Eligible Investments credited thereto (but excluding (A) the Payahead Account and all amounts, financial assets and investment property held therein or credited thereto, including all Eligible Investments credited thereto and (B) investment income credited to the Collection Account); (vi) the right of the Seller, as purchaser under the Purchase Agreement, to cause Onyx as seller thereunder to repurchase Contracts listed in the Schedule of Contracts under certain circumstances; (vii) any and all security interests of the Seller in the Financed Vehicles and Vehicles; the rights to receive proceeds from claims on certain insurance policies covering the Financed Vehicles or the individual Obligors under each related Contract; (viii) the Seller's right to proceeds under the Blanket Insurance Policy with respect Contract Documents relating to the Contracts; and (ix) and all proceeds in any way delivered with respect to the foregoing, all rights to payments with respect to the foregoing and all rights to enforce the foregoing. The foregoing items of property listed in this Section 2.01, together with the rights ; provided that $__________ of the Indenture Trustee under principal amount of Contract __________ is retained by the PolicySeller. (b) The Bank has caused the filing of UCC-1 financing statements, are collectively referred naming the Bank as debtor and WFS as secured party and describing the Contracts originated by the Bank and transferred to as the "TRUST PROPERTY". In addition, WFS on or prior to the Closing Date, Date as collateral with the Office of the Secretary of State of the State of California. WFS has caused the filing of UCC-1 financing statements naming WFS as debtor and the Seller shall cause the Insurer to deliver the Policy to the Indenture Trustee for the benefit of the Securityholders. It is the intention of the Seller as secured party and the Issuer that the assignment and transfer herein contemplated constitute (and shall be construed and treated for all purposes as) a true and complete sale of the Trust Property (other than the Spread Account and the Policy), conveying good title thereto free and clear of any liens and encumbrances, from the Seller to the Issuer. However, in the event that such conveyance is deemed to be a pledge to secure a loan (in spite of the express intent of the parties hereto that this conveyance constitutes, and shall be construed and treated for all purposes, as a true and complete sale), the Seller hereby grants to the Issuer, for the benefit of the Securityholders and the Insurer, a first priority perfected security interest in all of the Seller's right, title and interest in the Trust Property whether now existing or hereafter created and all proceeds of the foregoing to secure the loan deemed to be made in connection with such pledge and, in such event, this Agreement shall constitute a security agreement under applicable law. (b) As of the Closing Date, the Issuer acknowledges the conveyance to it of the Trust Property from the Seller, including all right, title and interest of the Seller in and to the Trust Property, receipt of which is hereby acknowledged by the Issuer. Concurrently with such delivery and in exchange therefor, the Issuer has pledged to the Indenture Trustee, for the benefit of the Securityholders and the Insurer, the Trust Property and the Indenture Trustee, pursuant to the written instructions of the Issuer, has executed and caused to be authenticated and delivered the Notes to the Seller or its designee, upon the order of the Issuer. In addition, concurrently with such delivery and in exchange therefor, the Owner Trustee, pursuant to the instructions of the Seller, has executed (not in its individual capacity, but solely as Owner Trustee on behalf of the Issuer) and caused to be authenticated and delivered the Certificates to the Seller or its designee, upon the order of the Seller. (c) In connection with the sale of describing the Contracts pursuant to the Purchase Agreement, Onyx has filed as collateral with the office of the Secretary of State of the State of California a California. The Seller has caused the filing of UCC-1 financing statement naming Onyx as debtorstatements, naming the Seller as secured party debtor and including the Contracts in the description of the collateral. In connection with the sale of the Contracts pursuant to this Agreement, the Seller has filed or caused to be filed with the Secretary of State of the State of California a UCC-1 financing statement naming the Seller as debtor, naming the Issuer as secured party, naming the Indenture TrusteeCollateral Agent, on behalf of the NoteholdersInsurer, as assignee, secured party and including describing the Contracts in the description of the as collateral. In connection , with the pledge of the Contracts pursuant to the Indenture, the Trust has filed with the offices Office of the Secretary of State of the State of Delaware California. The grant of a security interest to the Collateral Agent on behalf of the Insurer and the rights of the Collateral Agent and the Insurer in respect of such security interest shall be governed by the Insurance Agreement. The Seller has caused the filing of UCC-1 financing statements statements, naming the Seller as debtor and the Trust as secured party and describing the Contracts being sold by it to the Trust as collateral, with the Office of the Secretary of State of the State of California. The Trust has caused the filing of UCC-1 financing statements, naming the Trust as debtor and the Indenture Trustee, on behalf of the Noteholders and the InsurerNoteholders, as secured partyparty and describing the Contracts as collateral, with the office of the Secretary of State of the State of Delaware. The grant of a security interest to the Indenture Trustee and the rights of the Indenture Trustee in the Contracts shall be governed by the Indenture. The Seller shall have caused UCC-2 termination statements to have been filed with the office of Secretary of State of the State of California terminating any effective UCC-1 financing statements with respect to any outstanding security interests in the Contracts. (d) From time to time, the Master Servicer shall cause to be taken such actions as are necessary to continue the perfection of the respective interests of the Indenture Trustee, the Trust and the Indenture Trustee Collateral Agent on behalf of the Insurer in the Contracts and to continue the first priority security interest of the Indenture Trustee (subject to the security interest of the Insurer pursuant to the Insurance Agreement) in the Financed Vehicles and their proceeds (other than, as to such priority, any statutory lien arising by operation of law after the Closing Date which is prior to such interest), including, without limitation, the filing of financing statements, amendments thereto or continuation statements and the making of notations on records or documents of title. (e) . If any change in the name, identity or corporate structure of the Seller or Onyx WFS or the relocation of the chief executive office of either any of them would make any financing or continuation statement or notice of lien filed under this Agreement or the other Basic Documents seriously misleading within the meaning of applicable provisions of the UCC or any title statute, the Master Servicer, within the time period required by applicable law, shall file such financing statements or amendments as may be required to preserve and protect the interests of the TrustIndenture Trustee, the Indenture Owner Trustee, the Securityholders and the Insurer in the Contracts, the related Financed Vehicles and the proceeds thereof. Promptly thereafter, the Master Servicer shall deliver to the TrustIndenture Trustee, the Indenture Owner Trustee and the Insurer an Opinion of Counsel stating that, in the opinion of such counsel, all financing statements or amendments necessary fully to preserve and protect the interests of the Trust, the Indenture Trustee, the Owner Trustee, Securityholders and the Insurer in the Contracts, the related Financed Vehicles and the proceeds thereof have been filed, and reciting the details of such filings. (f) . During the term of this Agreement, the Seller and Onyx WFS shall each maintain its chief executive office in one of the states of the United States. (g) , other than Louisiana or Tennessee. The Master Servicer shall pay all reasonable costs and disbursements in connection with the perfection and the maintenance of perfection, as against all third parties, of the Indenture Trustee's right, title and interest in and to the Contracts and in connection with maintaining the first priority security interest (subject to the security interest of the Insurer pursuant to the Insurance Agreement) in the Financed Vehicles and the proceeds thereof.

CONVEYANCE OF CONTRACTS. (a) In consideration of the Issuer's delivery of the authenticated Notes and Certificates Notes, in an aggregate amount equal to $450,000,000, to or upon the order of the Seller, effective upon the Closing Date, the Seller hereby sells, grants, transfers, conveys and assigns to the Issuer, without recourse (except as expressly provided in Section 2.03 hereof), all of the right, title and interest of the Seller in, to and under: (i) the Funded Contracts listed in the Schedule of Contracts; (ii) all monies received under the Funded Contracts on or after the related Cut-Off Date; (iii) all Net Liquidation Proceeds and Net Insurance Proceeds with respect to any Financed Vehicle to which a Funded Contract relates received on or after the related Cut-Off Date; (iv) the Contract Documents and Contract Files relating to the Funded Contracts (except the Contract Documents and Contract Files for Funded Contracts which have been the subject of a Full Prepayment received on or after the related Cut-Off Date but no later than two Business Days prior to the Closing Date, in lieu of which the Seller shall have deposited in or credited to the Collection Account on or prior to the Closing Date an amount equal to such Full Prepayment); (v) the Trust Accounts and all amounts, financial assets and investment property held therein or credited thereto, including, if applicable, all Eligible Investments credited thereto (but excluding (A) the Payahead Account and all amounts, financial assets and investment property held therein or credited thereto, including all Eligible Investments credited thereto and (B) investment income credited to the Collection Account); (vi) the right of the Seller, as purchaser under the Purchase Agreement, to cause Onyx as seller thereunder to repurchase Funded Contracts listed in the Schedule of Contracts under certain circumstances; (vii) any and all security interests of the Seller in the Financed Vehicles and the rights to receive proceeds from claims on certain insurance policies covering the Financed Vehicles or the individual Obligors under each related Funded Contract; (viii) the Seller's right to proceeds under the Blanket Insurance Policy with respect to the Funded Contracts; and (ix) all proceeds in any way delivered with respect to the foregoing, all rights to payments with respect to the foregoing and all rights to enforce the foregoing. (b) Subject to the conditions set forth in Section 2.01(c), in consideration of the Issuer's delivery of authenticated Notes, in an aggregate amount equal to $450,000,000, to or upon the order of the Seller, effective upon the Closing Date, the Seller hereby sells, grants, transfers, conveys and assigns to the Issuer, without recourse (except as expressly provided in Section 2.03 hereof) effective upon delivery to the Issuer on the related Prefunding Transfer Date against payment therefor from the Prefunding Account in accordance Section 4.07(b), all of the right, title and interest of the Seller in, to and under: (i) all Prefunded Contracts listed on each Transfer Certificate; (ii) all monies received under the Prefunded Contracts on or after the related Prefunding Cut-Off Date; (iii) all Net Liquidation Proceeds and Net Insurance Proceeds with respect to any Financed Vehicle to which a Prefunded Contract relates received on or after the related Prefunding Cut-Off Date; (iv) the Contract Documents and Contract Files relating to the Prefunded Contracts; (v) the right of the Seller, as purchaser under the Purchase Agreement, to cause Onyx as seller thereunder to repurchase Prefunded Contracts listed on any Transfer Certificate under certain circumstances; (vi) any and all security interests of the Seller in the related Financed Vehicles and the rights to receive proceeds from claims on certain insurance policies covering such Financed Vehicles or the individual Obligors under each related Prefunded Contract; (vii) the Seller's right to proceeds under the Blanket Insurance Policy with respect to the Prefunded Contracts; and (viii) all proceeds in any way delivered with respect to the foregoing, all rights to payments with respect to the foregoing and all rights to enforce the foregoing. The foregoing items of property listed in this Section 2.01Sections 2.01(a) and (b), together with the rights of the Indenture Trustee under the Policy, are collectively referred to as the "TRUST PROPERTY". In addition, on or prior to the Closing Date, the Seller shall cause the Insurer to deliver the Policy to the Indenture Trustee for the benefit of the SecurityholdersNoteholders. It is the intention of the Seller and the Issuer that the assignment and transfer herein contemplated constitute (and shall be construed and treated for all purposes as) a true and complete sale of the Trust Property (other than the Spread Account and the Policy), conveying good title thereto free and clear of any liens and encumbrances, from the Seller to the Issuer. However, in the event that such conveyance is deemed to be a pledge to secure a loan (in spite of the express intent of the parties hereto that this conveyance constitutes, and shall be construed and treated for all purposes, as a true and complete sale), the Seller hereby grants to the Issuer, for the benefit of the Securityholders Noteholders and the Insurer, a first priority perfected security interest in all of the Seller's right, title and interest in the Trust Property whether now existing or hereafter created and all proceeds of the foregoing to secure the loan deemed to be made in connection with such pledge and, in such event, this Agreement shall constitute a security agreement under applicable law. (bc) The sale and assignment of the Prefunded Contracts and the other property and rights related thereto described in Section 2.01(b) shall be subject to the satisfaction of each of the following conditions, as well as the conditions set forth in Section 4.08, as of the related Prefunding Transfer Date, as applicable: (i) the Seller shall have delivered to the Custodian, on behalf of the Issuer, the Prefunded Contracts, and the Seller shall have delivered to the Issuer, the Indenture Trustee and the Insurer, on the Business Day immediately preceding the related Prefunding Transfer Date, a duly executed Transfer Certificate, substantially in the form of Exhibit C-1; (ii) the Servicer and the Seller shall certify to the Indenture Trustee and the Insurer that, as of the Prefunding Transfer Date, the Servicer and the Seller, respectively, were not insolvent nor were they made insolvent by such transfer nor were they aware of any such pending insolvency; (iii) the Seller shall certify to the Indenture Trustee and the Insurer that the addition of such Prefunded Contracts will not result in a material adverse tax consequence to the Issuer or the Noteholders; (iv) the Funding Period shall not have terminated; (v) the Seller and the Servicer shall certify to the Indenture Trustee and the Insurer that no selection procedures believed by the Seller or the Servicer to be adverse to the interests of the Noteholders or the Insurer shall have been utilized in selecting the Prefunded Contracts; (vi) the Seller and the Insurer shall not have been advised by either Rating Agency on or before the Business Day immediately preceding such Prefunding Transfer Date that the conveyance of the Prefunded Contracts would result in a qualification, modification or withdrawal of its then current rating of the Notes without regard to the Policy; (vii) the weighted average APR (using the Recomputed Yield for the Rule of 78's Contracts) of the Contracts (after giving effect to the purchase of the related Prefunded Contracts) shall not be less than 10.20%; (viii) less than 20% of the Prefunded Contracts transferred by the Seller to the Issuer since the Closing Date, including all Prefunded Contracts being transferred on such Prefunding Transfer Date, shall have an original term to maturity of more than 60 months and the weighted average remaining term of all Contracts (including the Prefunded Contracts) as of such Prefunding Transfer Date shall not be greater than 60 months; (ix) if the balance in the Prefunding Account prior to such Prefunding Transfer Date exceeds $30,000,000, the aggregate Outstanding Principal Balance, as of the related Prefunding Cut-Off Date, of the Prefunded Contracts to be conveyed by the Seller to the Issuer on such Prefunding Transfer Date shall equal or exceed $10,000,000 and the Insurer shall have consented to such transfer; (x) at least three Business Days prior to each Prefunding Transfer Date, the Seller shall have delivered to the Rating Agencies and the Insurer pool stratification data (including data with respect to when the first scheduled payment is due under each such Prefunded Contract) relating to the Prefunded Contracts to be conveyed by the Seller to the Issuer on such Prefunding Transfer Date, in the form of stratification data delivered to the Rating Agencies and the Insurer with respect to the Funded Contracts, and, as of the related Prefunding Cut-Off Date, shall have certified that the information contained therein is true and correct; and (xi) The first scheduled monthly payment for at least 50% of the Prefunded Contracts (by Outstanding Principal Balance as of the related Prefunding Cut-Off Date) shall be due on or before October 31, 2002. (d) As of the Closing Date, the Issuer acknowledges the conveyance to it of the Trust Property from the Seller, including all right, title and interest of the Seller in and to the Trust Property, receipt of which is hereby acknowledged by the Issuer. Concurrently with such delivery and in exchange therefor, the Issuer has pledged to the Indenture Trustee, for the benefit of the Securityholders Noteholders and the Insurer, the Trust Property and the Indenture Trustee, pursuant to the written instructions of the Issuer, has executed and caused to be authenticated and delivered the Notes to the Seller or its designee, upon the order of the Issuer. In addition, concurrently with such delivery and in exchange therefor, the Owner Trustee, pursuant to the instructions of the Seller, has executed (not in its individual capacity, but solely as Owner Trustee on behalf of the Issuer) and caused to be authenticated and delivered the Certificates to the Seller or its designee, upon the order of the Seller. (ce) In connection with the sale of the Contracts pursuant to the Purchase Agreement, Onyx has filed with the office of the Secretary of State of the State of California Delaware a UCC-1 financing statement naming Onyx as debtor, naming the Seller as secured party and including the Contracts in the description of the collateral, such filing made in order to continue the effectiveness of a financing statement naming Onyx as debtor and the Seller as secured party filed with the office of the Secretary of State of the State of California prior to July 1, 2001. In connection with the sale of the Contracts pursuant to this Agreement, the Seller has filed or caused to be filed with the Secretary of State of the State of California Delaware a UCC-1 financing statement naming the Seller as debtor, naming the Issuer as secured party, naming the Indenture Trustee, on behalf of the Noteholders, as assignee, and including the Contracts in the description of the collateral. In connection with the pledge of the Contracts pursuant to the Indenture, the Trust has filed with the offices of the Secretary of State of the State of Delaware UCC-1 financing statements naming the Trust as debtor and the Indenture Trustee, on behalf of the Noteholders and the Insurer, as secured party. The grant of a security interest to the Indenture Trustee and the rights of the Indenture Trustee in the Contracts shall be governed by the Indenture. The Seller shall have caused UCC-2 termination statements UCC-3 partial releases to have been filed with the office of Secretary of State of the State of California terminating any effective UCC-1 financing statements Delaware with respect to any outstanding security interests in the Contracts. (df) From time to time, the Servicer shall cause to be taken such actions as are necessary to continue the perfection of the respective interests of the Trust and the Indenture Trustee in the Contracts and to continue the first priority security interest of the Indenture Trustee in the Financed Vehicles and their proceeds (other than, as to such priority, any statutory lien arising by operation of law after the Closing Date which is prior to such interest), including, without limitation, the filing of financing statements, amendments thereto or continuation statements and the making of notations on records or documents of title. (eg) If any change in the name, identity or corporate structure of the Seller or Onyx or the relocation of the chief executive office state of organization of either of them would make any financing or continuation statement or notice of lien filed under this Agreement or the other Basic Documents misleading within the meaning of applicable provisions of the UCC or any title statute, the Servicer, within the time period required by applicable law, shall file such financing statements or amendments as may be required to preserve and protect the interests of the Trust, the Indenture Trustee, the Securityholders Noteholders and the Insurer in the Contracts, the related Financed Vehicles and the proceeds thereof. Promptly thereafter, the Servicer shall deliver to the Trust, the Indenture Trustee and the Insurer an Opinion of Counsel stating that, in the opinion of such counsel, all financing statements or amendments necessary fully to preserve and protect the interests of the Trust, the Indenture Trustee, the Securityholders Noteholders and the Insurer in the Contracts, the related Financed Vehicles and the proceeds thereof have been filed, and reciting the details of such filings. (fh) During the term of this Agreement, the Seller and Onyx shall each maintain its chief executive office in continue to be an organization organized under the laws of one of the states of the United States. (gi) The Servicer shall pay all reasonable costs and disbursements in connection with the perfection and the maintenance of perfection, as against all third parties, of the Indenture Trustee's right, title and interest in and to the Contracts and in connection with maintaining the first priority security interest (subject to the security interest of the Insurer pursuant to the Insurance Agreement) in the Financed Vehicles and the proceeds thereof. (j) On the Prefunding Closing Date, the Seller shall: (i) deliver a certificate from each secured creditor of the Seller confirming that such creditor has no claim of any security interest in any of the Prefunded Contracts transferred during the Funding Period; (ii) deliver to each Rating Agency, the Insurer and the Indenture Trustee a Prefunding Closing Date Certificate; (iii) deliver to each Rating Agency, the Insurer and the Indenture Trustee an Opinion of Counsel with respect to the absence of negative tax consequences to the Trust, the characterization of the transfer of the Prefunded Contracts and the perfection of the Indenture Trustee's interest on behalf of the Noteholders; (iv) deliver to each Rating Agency, the Insurer and the Indenture Trustee with respect to any state (other than California) in which 10% or more of the Contracts (including the Prefunded Contracts), by Outstanding Principal Balance, were originated, an opinion with respect to the perfection of the security interest of the Indenture Trustee in the Financed Vehicles securing the Contracts originated in such state; and (v) deliver to the Insurer an Opinion of Counsel to the effect that Onyx is duly qualified as a foreign corporation to do business, and is in good standing, in each of the states in which Prefunded Contracts have been originated. Failure to comply with any of the conditions set forth in this Section 2.01(j) on the Prefunding Closing Date shall be deemed to be a breach of a representation and warranty with respect to each of the Prefunded Contracts to which such failed conditions relate as of the Prefunding Closing Date.

CONVEYANCE OF CONTRACTS. (a) In consideration of the Issuer's delivery of the authenticated Notes and Certificates to or upon the order of the Seller, effective upon the Closing Date, the Seller hereby sells, grants, transfers, conveys and assigns to the Issuer, without recourse (except as expressly provided in Section 2.03 hereof), all of the right, title and interest of the Seller in, to and under: (i) the Contracts listed in the Schedule of Contracts; (ii) all monies received under the with respect to all Contracts on or after the Cut-Off Date, including any Purchase Amounts; (iii) all Net Liquidation Proceeds and Net Insurance Proceeds with respect to any Financed Vehicle to which a Contract relates received on or after the Cut-Off Date; (iv) all documents relating to the Contracts, the Contract Documents and Contract Files relating to the Contracts (except the Contract Documents Contracts, including all servicing records in hard and Contract Files for Contracts which have been the subject of a Full Prepayment received on or after the Cut-Off Date but no later than two Business Days prior to the Closing Date, in lieu of which the Seller shall have deposited in or credited to the Collection Account on or prior to the Closing Date an amount equal to such Full Prepayment)electronic form; (v) all rights of the Trust Accounts and all amounts, financial assets and investment property held therein or credited thereto, including, if applicable, all Eligible Investments credited thereto Seller (but excluding (Anot its obligations) under the Payahead Account and all amounts, financial assets and investment property held therein or credited thereto, including all Eligible Investments credited thereto and (B) investment income credited to the Collection Account)Receivables Purchase Agreement; (vi) the right of the Seller, as purchaser under the Purchase Agreement, to cause Onyx as seller thereunder to repurchase Contracts listed in the Schedule of Contracts under certain circumstances; (vii) any and all security interests of the Seller in the Financed Vehicles and the rights to receive proceeds from claims on certain any insurance policies covering the Financed Vehicles or the individual Obligors under each related Contract; (viii) the Seller's right to proceeds under the Blanket Insurance Policy with respect to the Contracts; and (ixvii) all proceeds in any way delivered with respect to the foregoing, all rights to payments with respect to the foregoing and all rights to enforce the foregoing. The foregoing items of property listed in this Section 2.012.01 (the "Conveyed Property"), together with the rights of the Indenture Trustee under the PolicyTrust Account Property, are collectively referred to herein as the "TRUST PROPERTYTrust Property". In addition, on or prior to the Closing Date, the Seller Issuer shall cause the Insurer to deliver issue the Policy to the Indenture Trustee for the benefit of the SecurityholdersInsurance Policy. It is the intention of the Seller and the Issuer that the assignment and transfer contemplated herein contemplated constitute (and shall be construed and treated for all purposes as) a true and complete sale of the Trust Property (other than the Spread Account and the Policy)Conveyed Property, conveying good title thereto free and clear of any liens and encumbrances, from the Seller to the Issuer. However, in the event that such conveyance is deemed to be a pledge to secure a loan (in spite of the express intent of the parties hereto that this conveyance constitutes, and shall be construed and treated for all purposes, purposes as a true and complete sale), the Seller hereby grants to the Issuer, for the benefit of the Securityholders Noteholders and the Insurer, a security interest which security interest shall be a first priority perfected security interest in all of the Seller's right, title and interest in in, to and under the Trust Property whether now existing or hereafter created and all proceeds of the foregoing to secure the loan deemed to be made in connection with such pledge and, in such event, this Agreement shall constitute a security agreement under applicable law. (b) As of the Closing Date, the Issuer acknowledges the conveyance to it of the Trust Conveyed Property from the Seller, including all right, title and interest of the Seller in in, to and to under the Trust Conveyed Property, receipt of which is hereby acknowledged by the Issuer. Concurrently with such delivery conveyance and in exchange therefor, the Issuer has pledged to the Indenture Trustee, for the benefit of the Securityholders Noteholders and the Insurer, the Trust Property and the Indenture Trustee, pursuant to the written instructions of the Issuer, has executed and caused to be authenticated and delivered the Notes to the Seller or its designee, upon the order of the Issuer. In addition, concurrently with such delivery and in exchange therefor, the Owner Trustee, pursuant to the instructions of the Seller, has executed (not in its individual capacity, but solely as Owner Trustee on behalf of the Issuer) and caused to be authenticated and delivered delivered, the Certificates Residual Interest Certificate to the Seller or its designeeSeller, upon the order of the Seller. (c) In connection with the sale of the Contracts pursuant to the Receivables Purchase Agreement, Onyx AutoNation Financial Services has filed with the office of the Secretary of State of the State of California Florida a UCC-1 financing statement naming Onyx AutoNation Financial Services as debtor, naming the Seller as secured party and the Indenture Trustee as assignee and including the Contracts in the description of the collateral. In connection with the sale of the Contracts pursuant to this Agreement, the Seller has filed or caused to be filed with the Secretary of State of the State of California Florida a UCC-1 financing statement naming the Seller as debtor, naming the Issuer as secured party, naming the Indenture Trustee, on behalf of the NoteholdersNoteholders and the Insurer, as assignee, and including the Contracts in the description of the collateral. In connection with the pledge of the Contracts pursuant to the Indenture, the Trust has filed or caused to be filed with the offices of the Secretary of State of the State of Delaware UCC-1 financing statements naming the Trust as debtor and the Indenture Trustee, on behalf of the Noteholders and the Insurer, as secured party. The grant of a security interest to the Indenture Trustee and the rights of the Indenture Trustee in the Contracts shall be governed by the Indenture. The Seller shall have caused UCC-2 termination statements to have been filed with the office of Secretary of State of the State of California Florida terminating any effective UCC-1 financing statements with respect to any outstanding security interests in the Contracts. (d) From time to time, the Servicer shall cause to be taken such actions as are necessary to continue the perfection of the respective interests of the Trust and the Indenture Trustee in the Contracts and to continue the first priority security interest of the Indenture Trustee Originator in the Financed Vehicles and their proceeds and the effectiveness of the assignment of the security interest in the Financed Vehicles and their proceeds to the Indenture Trustee (other than, as to such priority, any statutory lien arising by operation of law after the Closing Date which is prior to such interest), including, without limitation, the filing of financing statements, amendments thereto or continuation statements and the making of notations on records or documents of title; provided, however, the Servicer will not be required to submit the Title Documents for retitling in the name of the Indenture Trustee except as provided in Section 3.04(b). (e) If any change in the nameThe Owner Trustee, identity or corporate structure on behalf of the Seller or Onyx or the relocation of the chief executive office of either of them would make any financing or continuation statement or notice of lien filed under this Agreement or the other Basic Documents misleading within the meaning of applicable provisions of the UCC or any title statute, the Servicer, within the time period required by applicable law, shall file such financing statements or amendments as may be required to preserve Issuer and protect the interests of the Trust, the Indenture Trustee, hereby authorizes the Securityholders Servicer, and the Insurer Servicer hereby agrees, to take such steps as are necessary to re-perfect such security interest in the Contractsevent of the relocation of a Financed Vehicle or for any other reason, in either case, when the Servicer has knowledge of the need for such re-perfection. In the event that the assignment of a security interest in a Contract by the Servicer, as Originator, to the Seller pursuant to the Receivables Purchase Agreement, by the Seller to the Issuer pursuant to the terms of this Agreement and by the Issuer to the Indenture Trustee pursuant to the Indenture is insufficient without a notation on the related Financed Vehicles Vehicle's certificate of title, or without fulfilling any additional administrative requirements under the laws of the State in which the Financed Vehicle is located, to assign to the Indenture Trustee a perfected security interest in the related Financed Vehicle, the Seller and the proceeds thereof. Promptly thereafter, Servicer hereby agree that the Servicer shall deliver Originator's listing as the secured party on the certificate of title is deemed to the Trust, be in its capacity as agent of the Indenture Trustee and the Insurer an Opinion Servicer further agrees to hold or cause to be held such certificate of Counsel stating thattitle as the Indenture Trustee's agent and custodian; provided, in however, that the opinion of such counselServicer shall not, all financing statements or amendments necessary fully to preserve and protect nor shall the interests of the TrustOwner Trustee, the Indenture Trustee, Trustee or the Securityholders and Noteholders have the Insurer in right to require that the Contracts, Servicer make any such notation on the related Financed Vehicles and Vehicle's certificate of title or fulfill any such additional administrative requirements of the proceeds thereof have been filedlaws of the State in which a Financed Vehicle is located, and reciting the details of such filingsexcept as otherwise provided in Section 3.04. (f) During the term of this Agreement, the Seller and Onyx AutoNation Financial Services shall each maintain its chief executive office in one of the states States of the United States. (g) The Servicer shall pay all reasonable costs and disbursements in connection with the perfection and the maintenance of perfection, as against all third parties, of the Indenture Trustee's right, title and interest in and to the Contracts and in connection with maintaining the first priority security interest (subject to the security interest of the Insurer pursuant to the Insurance Agreement) Indenture Trustee in the Financed Vehicles and the proceeds thereof; provided, however, the parties acknowledge that the Title Documents will not be submitted for retitling in the name of the Indenture Trustee as secured party except as provided in Section 3.04(b).

CONVEYANCE OF CONTRACTS. (a) In consideration of the Issuer's delivery of the authenticated Notes and Certificates to or upon the order of the Seller, effective upon Seller of the Closing DateCertificates and $1,250,000,000 aggregate principal balance of Notes, the Seller hereby sells, grants, transfers, assigns and otherwise conveys and assigns to the Issuer, without recourse (except as expressly provided in Section 2.03 hereofsubject to the obligations herein), and hereby grants a security interest in all of the its right, title and interest (exclusive of the Seller amount, if any, allocable to any rebatable insurance premium financed by any Contract) in, to and under: (i) under the Contracts (which Contracts shall be listed in the Schedule of Contracts; (ii) ), including, without limitation, all monies payments of Monthly P&I received under the Contracts on or after the Cut-Off Date; (iii) ; all Net Liquidation Proceeds and Net Insurance Proceeds with respect to any Financed Vehicle to which a Contract relates received on or after the Cut-Off Date; (iv) the Contract Documents Date and Contract Files relating to the Contracts (except the Contract Documents and Contract Files for Contracts which have been the subject of a Full Prepayment all other proceeds received on or after the Cut-Off Date but no later in respect of such Contracts (other than two Business Days prior to the Closing Date, in lieu payments of which the Seller shall have deposited in or credited to the Collection Account Monthly P&I received on or prior to the Closing Date an amount equal to such Full Prepayment); (vCut-Off Date) the Trust Accounts and all amounts, financial assets and investment property held therein or credited thereto, including, if applicable, all Eligible Investments credited thereto (but excluding (A) the Payahead Account and all amounts, financial assets and investment property held therein or credited thereto, including all Eligible Investments credited thereto and (B) investment income credited to the Collection Account); (vi) the right of the Seller, as purchaser under the Purchase Agreement, to cause Onyx as seller thereunder to repurchase Contracts listed in the Schedule of Contracts under certain circumstances; (vii) any and all security interests of the Seller in the Financed Vehicles and Vehicles; the rights to receive proceeds from claims on certain insurance policies covering the Financed Vehicles or the individual Obligors under each related Contract; (viii) the Seller's right to proceeds under the Blanket Insurance Policy with respect Contract Documents relating to the Contracts; and (ix) and all proceeds in any way delivered with respect to the foregoing, all rights to payments with respect to the foregoing and all rights to enforce the foregoing. . (b) The foregoing items Bank has caused the filing of property listed in this Section 2.01UCC-1 financing statements, together with naming the rights of Bank as debtor and WFS as secured party and describing the Indenture Trustee under Contracts originated by the Policy, are collectively referred Bank and transferred to as the "TRUST PROPERTY". In addition, WFS on or prior to the Closing DateDate as collateral with the Office of the Secretary of State of the State of California. WFS hereby authorizes, and will cause, the Seller shall cause the Insurer to deliver the Policy to the Indenture Trustee for the benefit filing of the Securityholders. It is the intention of UCC-1 financing statements naming WFS as debtor and the Seller as secured party and the Issuer that the assignment and transfer herein contemplated constitute (and shall be construed and treated for all purposes as) a true and complete sale of the Trust Property (other than the Spread Account and the Policy), conveying good title thereto free and clear of any liens and encumbrances, from the Seller to the Issuer. However, in the event that such conveyance is deemed to be a pledge to secure a loan (in spite of the express intent of the parties hereto that this conveyance constitutes, and shall be construed and treated for all purposes, as a true and complete sale), the Seller hereby grants to the Issuer, for the benefit of the Securityholders and the Insurer, a first priority perfected security interest in all of the Seller's right, title and interest in the Trust Property whether now existing or hereafter created and all proceeds of the foregoing to secure the loan deemed to be made in connection with such pledge and, in such event, this Agreement shall constitute a security agreement under applicable law. (b) As of the Closing Date, the Issuer acknowledges the conveyance to it of the Trust Property from the Seller, including all right, title and interest of the Seller in and to the Trust Property, receipt of which is hereby acknowledged by the Issuer. Concurrently with such delivery and in exchange therefor, the Issuer has pledged to the Indenture Trustee, for the benefit of the Securityholders and the Insurer, the Trust Property and the Indenture Trustee, pursuant to the written instructions of the Issuer, has executed and caused to be authenticated and delivered the Notes to the Seller or its designee, upon the order of the Issuer. In addition, concurrently with such delivery and in exchange therefor, the Owner Trustee, pursuant to the instructions of the Seller, has executed (not in its individual capacity, but solely as Owner Trustee on behalf of the Issuer) and caused to be authenticated and delivered the Certificates to the Seller or its designee, upon the order of the Seller. (c) In connection with the sale of describing the Contracts pursuant to the Purchase Agreement, Onyx has filed as collateral with the office of the Secretary of State of the State of California a California. The Seller hereby authorizes, and will cause, the filing of UCC-1 financing statement naming Onyx as debtorstatements, naming the Seller as debtor and the Trust as secured party and including describing the Contracts in the description of the as collateral. In connection , with the sale of the Contracts pursuant to this Agreement, the Seller has filed or caused to be filed with the Secretary of State of the State of California a UCC-1 financing statement naming the Seller as debtor, naming the Issuer as secured party, naming the Indenture Trustee, on behalf of the Noteholders, as assignee, and including the Contracts in the description of the collateral. In connection with the pledge of the Contracts pursuant to the Indenture, the Trust has filed with the offices Office of the Secretary of State of the State of Delaware California. The Trust has caused the filing of UCC-1 financing statements statements, naming the Trust as debtor and the Indenture Trustee, on behalf of the Noteholders and the InsurerNoteholders, as secured partyparty and describing the Contracts as collateral, with the office of the Secretary of State of the State of Delaware. The grant of a security interest to the Indenture Trustee and the rights of the Indenture Trustee in the Contracts shall be governed by the Indenture. The Seller shall have caused UCC-2 termination statements to have been filed with the office of Secretary of State of the State of California terminating any effective UCC-1 financing statements with respect to any outstanding security interests in the Contracts. (d) From time to time, the Master Servicer shall cause to be taken such actions as are necessary to continue the perfection of the respective interests of the Trust Indenture Trustee and the Indenture Trustee Trust in the Contracts and to continue the first priority security interest of the Indenture Trustee in the Financed Vehicles and their proceeds (other than, as to such priority, any statutory lien arising by operation of law after the Closing Date which is prior to such interest), including, without limitation, the filing of financing statements, amendments thereto or continuation statements and the making of notations on records or documents of title. (e) . If any change in the name, identity or corporate structure of the Seller or Onyx WFS or the relocation of the chief executive office of either any of them would make any financing or continuation statement or notice of lien filed under this Agreement or the other Basic Documents seriously misleading within the meaning of applicable provisions of the UCC or any title statute, the Master Servicer, within the time period required by applicable law, shall file such financing statements or amendments as may be required to preserve and protect the interests of the Trust, the Indenture Trustee, the Securityholders Owner Trustee and the Insurer Securityholders in the Contracts, the related Financed Vehicles and the proceeds thereof. Promptly thereafter, the Master Servicer shall deliver to the Trust, the Indenture Trustee and the Insurer Owner Trustee an Opinion of Counsel stating that, in the opinion of such counsel, all financing statements or amendments necessary fully to preserve and protect the interests of the Trust, the Indenture Trustee, the Owner Trustee and Securityholders and the Insurer in the Contracts, the related Financed Vehicles and the proceeds thereof have been filed, and reciting the details of such filings. (f) . During the term of this Agreement, the Seller and Onyx WFS shall each maintain its chief executive office in one of the states of the United States. (g) , other than Louisiana or Tennessee. The Master Servicer shall pay all reasonable costs and disbursements in connection with the perfection and the maintenance of perfection, as against all third parties, of the Indenture Trustee's right, title and interest in and to the Contracts and in connection with maintaining the first priority security interest (subject to the security interest of the Insurer pursuant to the Insurance Agreement) in the Financed Vehicles and the proceeds thereof.

CONVEYANCE OF CONTRACTS. (a) In consideration of the Issuer's delivery of the authenticated Notes and Certificates to or upon the order of the Seller, effective upon Seller of the Closing DateCertificates and $______________ aggregate principal balance of Notes, the Seller hereby sells, grants, transfers, assigns and otherwise conveys and assigns to the Issuer, without recourse (except as expressly provided in Section 2.03 hereofsubject to the obligations herein), and hereby grants a security interest in all of the its right, title and interest (exclusive of the Seller amount, if any, allocable to any rebatable insurance premium financed by any Contract) in, to and under: (i) under the Contracts (which Contracts shall be listed in the Schedule of Contracts; (ii) ), including, without limitation, all monies payments of Monthly P&I received under the Contracts on or after the Cut-Off Date; (iii) ; all Net Liquidation Proceeds and Net Insurance Proceeds with respect to any Financed Vehicle to which a Contract relates received on or after the Cut-Off Date; (iv) the Contract Documents Date and Contract Files relating to the Contracts (except the Contract Documents and Contract Files for Contracts which have been the subject of a Full Prepayment all other proceeds received on or after the Cut-Off Date but no later in respect of such Contracts (other than two Business Days prior to the Closing Date, in lieu payments of which the Seller shall have deposited in or credited to the Collection Account Monthly P&I received on or prior to the Closing Date an amount equal to such Full Prepayment); (vCut-Off Date) the Trust Accounts and all amounts, financial assets and investment property held therein or credited thereto, including, if applicable, all Eligible Investments credited thereto (but excluding (A) the Payahead Account and all amounts, financial assets and investment property held therein or credited thereto, including all Eligible Investments credited thereto and (B) investment income credited to the Collection Account); (vi) the right of the Seller, as purchaser under the Purchase Agreement, to cause Onyx as seller thereunder to repurchase Contracts listed in the Schedule of Contracts under certain circumstances; (vii) any and all security interests of the Seller in the Financed Vehicles and Vehicles; the rights to receive proceeds from claims on certain insurance policies covering the Financed Vehicles or the individual Obligors under each related Contract; (viii) the Seller's right to proceeds under the Blanket Insurance Policy with respect Contract Documents relating to the Contracts; and (ix) and all proceeds in any way delivered with respect to the foregoing, all rights to payments with respect to the foregoing and all rights to enforce the foregoing. . (b) The foregoing items Bank has caused the filing of property listed in this Section 2.01UCC-1 financing statements, together with naming the rights of Bank as debtor and WFS as secured party and describing the Indenture Trustee under Contracts originated by the Policy, are collectively referred Bank and transferred to as the "TRUST PROPERTY". In addition, WFS on or prior to the Closing DateDate as collateral with the Office of the Secretary of State of the State of California. WFS hereby authorizes, and will cause, the Seller shall cause the Insurer to deliver the Policy to the Indenture Trustee for the benefit filing of the Securityholders. It is the intention of UCC-1 financing statements naming WFS as debtor and the Seller as secured party and the Issuer that the assignment and transfer herein contemplated constitute (and shall be construed and treated for all purposes as) a true and complete sale of the Trust Property (other than the Spread Account and the Policy), conveying good title thereto free and clear of any liens and encumbrances, from the Seller to the Issuer. However, in the event that such conveyance is deemed to be a pledge to secure a loan (in spite of the express intent of the parties hereto that this conveyance constitutes, and shall be construed and treated for all purposes, as a true and complete sale), the Seller hereby grants to the Issuer, for the benefit of the Securityholders and the Insurer, a first priority perfected security interest in all of the Seller's right, title and interest in the Trust Property whether now existing or hereafter created and all proceeds of the foregoing to secure the loan deemed to be made in connection with such pledge and, in such event, this Agreement shall constitute a security agreement under applicable law. (b) As of the Closing Date, the Issuer acknowledges the conveyance to it of the Trust Property from the Seller, including all right, title and interest of the Seller in and to the Trust Property, receipt of which is hereby acknowledged by the Issuer. Concurrently with such delivery and in exchange therefor, the Issuer has pledged to the Indenture Trustee, for the benefit of the Securityholders and the Insurer, the Trust Property and the Indenture Trustee, pursuant to the written instructions of the Issuer, has executed and caused to be authenticated and delivered the Notes to the Seller or its designee, upon the order of the Issuer. In addition, concurrently with such delivery and in exchange therefor, the Owner Trustee, pursuant to the instructions of the Seller, has executed (not in its individual capacity, but solely as Owner Trustee on behalf of the Issuer) and caused to be authenticated and delivered the Certificates to the Seller or its designee, upon the order of the Seller. (c) In connection with the sale of describing the Contracts pursuant to the Purchase Agreement, Onyx has filed as collateral with the office of the Secretary of State of the State of California a California. The Seller hereby authorizes, and will cause, the filing of UCC-1 financing statement naming Onyx as debtorstatements, naming the Seller as debtor and the Trust as secured party and including describing the Contracts in the description of the as collateral. In connection , with the sale of the Contracts pursuant to this Agreement, the Seller has filed or caused to be filed with the Secretary of State of the State of California a UCC-1 financing statement naming the Seller as debtor, naming the Issuer as secured party, naming the Indenture Trustee, on behalf of the Noteholders, as assignee, and including the Contracts in the description of the collateral. In connection with the pledge of the Contracts pursuant to the Indenture, the Trust has filed with the offices Office of the Secretary of State of the State of Delaware California. The Trust has caused the filing of UCC-1 financing statements statements, naming the Trust as debtor and the Indenture Trustee, on behalf of the Noteholders and the InsurerNoteholders, as secured partyparty and describing the Contracts as collateral, with the office of the Secretary of State of the State of Delaware. The grant of a security interest to the Indenture Trustee and the rights of the Indenture Trustee in the Contracts shall be governed by the Indenture. The Seller shall have caused UCC-2 termination statements to have been filed with the office of Secretary of State of the State of California terminating any effective UCC-1 financing statements with respect to any outstanding security interests in the Contracts. (d) From time to time, the Master Servicer shall cause to be taken such actions as are necessary to continue the perfection of the respective interests of the Trust Indenture Trustee and the Indenture Trustee Trust in the Contracts and to continue the first priority security interest of the Indenture Trustee in the Financed Vehicles and their proceeds (other than, as to such priority, any statutory lien arising by operation of law after the Closing Date which is prior to such interest), including, without limitation, the filing of financing statements, amendments thereto or continuation statements and the making of notations on records or documents of title. (e) . If any change in the name, identity or corporate structure of the Seller or Onyx WFS or the relocation of the chief executive office of either any of them would make any financing or continuation statement or notice of lien filed under this Agreement or the other Basic Documents seriously misleading within the meaning of applicable provisions of the UCC or any title statute, the Master Servicer, within the time period required by applicable law, shall file such financing statements or amendments as may be required to preserve and protect the interests of the Trust, the Indenture Trustee, the Securityholders Owner Trustee and the Insurer Securityholders in the Contracts, the related Financed Vehicles and the proceeds thereof. Promptly thereafter, the Master Servicer shall deliver to the Trust, the Indenture Trustee and the Insurer Owner Trustee an Opinion of Counsel stating that, in the opinion of such counsel, all financing statements or amendments necessary fully to preserve and protect the interests of the Trust, the Indenture Trustee, the Owner Trustee and Securityholders and the Insurer in the Contracts, the related Financed Vehicles and the proceeds thereof have been filed, and reciting the details of such filings. (f) . During the term of this Agreement, the Seller and Onyx WFS shall each maintain its chief executive office in one of the states of the United States. (g) , other than Louisiana or Tennessee. The Master Servicer shall pay all reasonable costs and disbursements in connection with the perfection and the maintenance of perfection, as against all third parties, of the Indenture Trustee's right, title and interest in and to the Contracts and in connection with maintaining the first priority security interest (subject to the security interest of the Insurer pursuant to the Insurance Agreement) in the Financed Vehicles and the proceeds thereof.. ARTICLE THREE

CONVEYANCE OF CONTRACTS. (a) In consideration of the Issuer's delivery of the authenticated Notes and Certificates to or upon the order of the Seller, effective upon Seller of the Closing DateCertificates and $1,350,000,000 aggregate principal balance of Notes, the Seller hereby sells, grants, transfers, assigns and otherwise conveys and assigns to the Issuer, without recourse (except as expressly provided in Section 2.03 hereofsubject to the obligations herein), and hereby grants a security interest in, all of the its right, title and interest (exclusive of the Seller amount, if any, allocable to any rebatable insurance premium financed by any Contract) in, to and under: (i) under the Contracts (which Contracts shall be listed in the Schedule of Contracts; (ii) ), including, without limitation, all monies payments of Monthly P&I received under the Contracts on or after the Cut-Off Date; (iii) ; all Net Liquidation Proceeds and Net Insurance Proceeds with respect to any Financed Vehicle to which a Contract relates received on or after the Cut-Off Date; (iv) the Contract Documents Date and Contract Files relating to the Contracts (except the Contract Documents and Contract Files for Contracts which have been the subject of a Full Prepayment all other proceeds received on or after the Cut-Off Date but no later in respect of such Contracts (other than two Business Days prior to the Closing Date, in lieu payments of which the Seller shall have deposited in or credited to the Collection Account Monthly P&I received on or prior to the Closing Date an amount equal to such Full Prepayment); (vCut-Off Date) the Trust Accounts and all amounts, financial assets and investment property held therein or credited thereto, including, if applicable, all Eligible Investments credited thereto (but excluding (A) the Payahead Account and all amounts, financial assets and investment property held therein or credited thereto, including all Eligible Investments credited thereto and (B) investment income credited to the Collection Account); (vi) the right of the Seller, as purchaser under the Purchase Agreement, to cause Onyx as seller thereunder to repurchase Contracts listed in the Schedule of Contracts under certain circumstances; (vii) any and all security interests of the Seller in the Financed Vehicles and Vehicles; the rights to receive proceeds from claims on certain insurance policies covering the Financed Vehicles or the individual Obligors under each related Contract; (viii) the Seller's right to proceeds under the Blanket Insurance Policy with respect Contract Documents relating to the Contracts; and (ix) and all proceeds in any way delivered with respect to the foregoing, all rights to payments with respect to the foregoing and all rights to enforce the foregoing. The foregoing items of property listed in this Section 2.01, together with the rights of the Indenture Trustee under the Policy, are collectively referred to as the "TRUST PROPERTY". In addition, on or prior to the Closing Date, the Seller shall cause the Insurer to deliver the Policy to the Indenture Trustee for the benefit of the Securityholders. It is the intention of the Seller and the Issuer that the assignment and transfer herein contemplated constitute (and shall be construed and treated for all purposes as) a true and complete sale of the Trust Property (other than the Spread Account and the Policy), conveying good title thereto free and clear of any liens and encumbrances, from the Seller to the Issuer. However, in the event that such conveyance is deemed to be a pledge to secure a loan (in spite of the express intent of the parties hereto that this conveyance constitutes, and shall be construed and treated for all purposes, as a true and complete sale), the Seller hereby grants to the Issuer, for the benefit of the Securityholders and the Insurer, a first priority perfected security interest in all of the Seller's right, title and interest in the Trust Property whether now existing or hereafter created and all proceeds of the foregoing to secure the loan deemed to be made in connection with such pledge and, in such event, this Agreement shall constitute a security agreement under applicable law. (b) As WFS hereby authorizes and will cause the filing of the Closing Date, the Issuer acknowledges the conveyance to it of the Trust Property from the Seller, including all right, title UCC-1 financing statements naming WFS as debtor and interest of the Seller in as secured party and to the Trust Property, receipt of which is hereby acknowledged by the Issuer. Concurrently with such delivery and in exchange therefor, the Issuer has pledged to the Indenture Trustee, for the benefit of the Securityholders and the Insurer, the Trust Property and the Indenture Trustee, pursuant to the written instructions of the Issuer, has executed and caused to be authenticated and delivered the Notes to the Seller or its designee, upon the order of the Issuer. In addition, concurrently with such delivery and in exchange therefor, the Owner Trustee, pursuant to the instructions of the Seller, has executed (not in its individual capacity, but solely as Owner Trustee on behalf of the Issuer) and caused to be authenticated and delivered the Certificates to the Seller or its designee, upon the order of the Seller. (c) In connection with the sale of describing the Contracts pursuant to the Purchase Agreement, Onyx has filed as collateral with the office of the Secretary of State of the State of California a California. The Seller hereby authorizes and will cause on or prior to the Closing Date the filing of UCC-1 financing statement naming Onyx as debtorstatements, naming the Seller as secured party debtor and including the Contracts in the description of the collateral. In connection with the sale of the Contracts pursuant to this Agreement, the Seller has filed or caused to be filed with the Secretary of State of the State of California a UCC-1 financing statement naming the Seller as debtor, naming the Issuer as secured party, naming the Indenture TrusteeCollateral Agent, on behalf of the NoteholdersInsurer, as assignee, secured party and including describing the Contracts in the description of the as collateral. In connection , with the pledge of the Contracts pursuant to the Indenture, the Trust has filed with the offices Office of the Secretary of State of the State of Delaware California. The grant of a security interest to the Collateral Agent on behalf of the Insurer and the rights of the Collateral Agent and the Insurer in respect of such security interest shall be governed by the Insurance Agreement. The Seller hereby authorizes and will cause on or prior to the Closing Date the filing of UCC-1 financing statements statements, naming the Seller as debtor and the Trust as secured party and describing the Contracts being sold by it to the Trust as collateral, with the Office of the Secretary of State of the State of California. The Trust has caused the filing of UCC-1 financing statements, naming the Trust as debtor and the Indenture Trustee, on behalf of the Noteholders and the InsurerNoteholders, as secured partyparty and describing the Contracts as collateral, with the office of the Secretary of State of the State of Delaware. The grant of a security interest to the Indenture Trustee and the rights of the Indenture Trustee in the Contracts shall be governed by the Indenture. The Seller shall have caused UCC-2 termination statements to have been filed with the office of Secretary of State of the State of California terminating any effective UCC-1 financing statements with respect to any outstanding security interests in the Contracts. (d) From time to time, the Master Servicer shall cause to be taken such actions as are necessary to continue the perfection of the respective interests of the Indenture Trustee, the Trust and the Indenture Trustee Collateral Agent on behalf of the Insurer in the Contracts and to continue the first priority security interest of the Indenture Trustee (subject to the security interest of the Insurer pursuant to the Insurance Agreement) in the Financed Vehicles and their proceeds (other than, as to such priority, any statutory lien arising by operation of law after the Closing Date which is prior to such interest), including, without limitation, the filing of financing statements, amendments thereto or continuation statements and the making of notations on records or documents of title. (e) . If any change in the name, identity or corporate structure of the Seller or Onyx WFS or the relocation of the chief executive office of either any of them would make any financing or continuation statement or notice of lien filed under this Agreement or the other Basic Documents seriously misleading within the meaning of applicable provisions of the UCC or any title statute, the Master Servicer, within the time period required by applicable law, shall file such financing statements or amendments as may be required to preserve and protect the interests of the TrustIndenture Trustee, the Indenture Owner Trustee, the Securityholders and the Insurer in the Contracts, the related Financed Vehicles and the proceeds thereof. Promptly thereafter, the Master Servicer shall deliver to the TrustIndenture Trustee, the Indenture Owner Trustee and the Insurer an Opinion of Counsel stating that, in the opinion of such counsel, all financing statements or amendments necessary fully to preserve and protect the interests of the Trust, the Indenture Trustee, the Owner Trustee, Securityholders and the Insurer in the Contracts, the related Financed Vehicles and the proceeds thereof have been filed, and reciting the details of such filings. (f) . During the term of this Agreement, the Seller and Onyx WFS shall each maintain its chief executive office in one of the states of the United States. (g) , other than Louisiana or Tennessee. The Master Servicer shall pay all reasonable costs and disbursements in connection with the perfection and the maintenance of perfection, as against all third parties, of the Indenture Trustee's right, title and interest in and to the Contracts and in connection with maintaining the first priority security interest (subject to the security interest of the Insurer pursuant to the Insurance Agreement) in the Financed Vehicles and the proceeds thereof.. ARTICLE THREE

CONVEYANCE OF CONTRACTS. (a) In consideration of the Issuer's ’s delivery of the authenticated Notes and Certificates Notes, in an aggregate amount equal to $900,000,000, to or upon the order of the Seller, effective upon the Closing Date, the Seller hereby sells, grants, transfers, conveys and assigns to the Issuer, without recourse (except as expressly provided in Section 2.03 hereof), all of the right, title and interest of the Seller in, to and under: (i) the Funded Contracts listed in the Schedule of Contracts; (ii) all monies received under the Funded Contracts on or after the related Cut-Off Date; (iii) all Net Liquidation Proceeds and Net Insurance Proceeds with respect to any Financed Vehicle to which a Funded Contract relates received on or after the related Cut-Off Date; (iv) the Contract Documents and Contract Files relating to the Funded Contracts (except the Contract Documents and Contract Files for Funded Contracts which have been the subject of a Full Prepayment received on or after the related Cut-Off Date but no later than two Business Days prior to the Closing Date, in lieu of which the Seller shall have deposited in or credited to the Collection Account on or prior to the Closing Date an amount equal to such Full Prepayment); (v) the Trust Accounts and all amounts, financial assets and investment property held therein or credited thereto, including, if applicable, all Eligible Investments credited thereto (but excluding (A) the Payahead Account and all amounts, financial assets and investment property held therein or credited thereto, including all Eligible Investments credited thereto and (B) investment income credited to the Collection Account); (vi) the right of the Seller, as purchaser under the Purchase Agreement, to cause Onyx as seller thereunder to repurchase Funded Contracts listed in the Schedule of Contracts under certain circumstancescircumstances (such right may be enforced by the Issuer or the Indenture Trustee at the direction of the Insurer); (vii) any and all security interests of the Seller in the Financed Vehicles and the rights to receive proceeds from claims on certain insurance policies covering the Financed Vehicles or the individual Obligors under each related Funded Contract;; and (viii) the Seller's right to all proceeds under the Blanket Insurance Policy in any way delivered with respect to the foregoing, all rights to payments with respect to the foregoing and all rights to enforce the foregoing. (b) Subject to the conditions set forth in Section 2.10, in consideration of the Issuer’s delivery of authenticated Notes, in an aggregate amount equal to $900,000,000, to or upon the order of the Seller, effective upon the Closing Date, the Seller hereby sells, grants, transfers, conveys and assigns to the Issuer, without recourse (except as expressly provided in Section 2.03 hereof) effective upon delivery to the Issuer on the related Prefunding Transfer Date against payment therefor from the Prefunding Account in accordance with Section 4.06(b), all of the right, title and interest of the Seller in, to and under: (i) all Prefunded Contracts listed on the Schedule of Contracts for such Contracts; (ii) all monies received under the Prefunded Contracts on or after the related Prefunding Cut-Off Date; (iii) all Net Liquidation Proceeds and Net Insurance Proceeds with respect to any Financed Vehicle to which a Prefunded Contract relates received on or after the related Prefunding Cut-Off Date; (iv) the Contract Documents and Contract Files relating to the Prefunded Contracts; (v) the right of the Seller, as purchaser under the Purchase Agreement, to cause Onyx as seller thereunder to repurchase Prefunded Contracts listed on the Schedule of Contracts under certain circumstances; (vi) any and all security interests of the Seller in the related Financed Vehicles and the rights to receive proceeds from claims on certain insurance policies covering such Financed Vehicles or the individual Obligors under each related Prefunded Contract; and (ixvii) all proceeds in any way delivered with respect to the foregoing, all rights to payments with respect to the foregoing and all rights to enforce the foregoing. The foregoing items of property listed in this Section 2.01, together with the rights of the Indenture Trustee under the Policy, Sections 2.01(a) and (b) are collectively referred to as the "TRUST PROPERTY"“Trust Property”. In addition, on or prior to the Closing Date, the Seller shall cause the Insurer to deliver the Policy to the Indenture Trustee for the benefit of the SecurityholdersNoteholders. It is the intention of the Seller and the Issuer that the assignment and transfer herein contemplated constitute (and shall be construed and treated for all purposes as) a true and complete sale of the Trust Property (other than the Spread Account and the Policy), conveying good title thereto free and clear of any liens and encumbrances, from the Seller to the Issuer. However, in the event that such conveyance is deemed to be a pledge to secure a loan (in spite of the express intent of the parties hereto that this conveyance constitutes, and shall be construed and treated for all purposes, as a true and complete sale), the Seller hereby grants to the Issuer, for the benefit of the Securityholders Noteholders and the Insurer, a first priority perfected security interest in all of the Seller's ’s right, title and interest in the Trust Property whether now existing or hereafter created and all proceeds of the foregoing to secure the loan deemed to be made in connection with such pledge and, in such event, this Agreement shall constitute a security agreement under applicable law. (bc) As of the Closing Date, the Issuer acknowledges the conveyance to it of the Trust Property from the Seller, including all right, title and interest of the Seller in and to the Trust Property, receipt of which is hereby acknowledged by the Issuer. Concurrently with such delivery and in exchange therefor, the Issuer has pledged to the Indenture Trustee, for the benefit of the Securityholders and the InsurerIndenture Secured Parties, the Trust Property and the Indenture Trustee, pursuant to the written instructions of the Issuer, has executed and caused to be authenticated and delivered the Notes to the Seller or its designee, upon the order of the Issuer. In addition, concurrently with such delivery and in exchange therefor, the Owner Trustee, pursuant to the instructions of the Seller, has executed (not in its individual capacity, but solely as Owner Trustee on behalf of the Issuer) and caused to be authenticated and delivered the Certificates to the Seller or its designee, upon the order of the Seller. (cd) In connection with the sale of the Contracts pursuant to the Purchase Agreement, Onyx has filed or will cause to be filed within 10 days after the Closing Date with the office of the Secretary of State of the State of California Delaware a UCC-1 financing statement naming Onyx as debtor, naming the Seller as secured party and including the Contracts in the description of the collateral. In connection with the sale of the Contracts pursuant to this Agreement, the Seller has filed or caused will cause to be filed within 10 days after the Closing Date with the Secretary of State of the State of California Delaware a UCC-1 financing statement naming the Seller as debtor, naming the Issuer as secured party, naming the Indenture Trustee, on behalf of the Noteholders, as assignee, and including the Contracts in the description of the collateral. In connection with the pledge of the Contracts pursuant to the Indenture, the Trust has filed or will cause to be filed within 10 days after the Closing Date with the offices of the Secretary of State of the State of Delaware UCC-1 financing statements naming the Trust as debtor and the Indenture Trustee, on behalf of the Noteholders and the Insurer, as secured party. The grant of a security interest to the Indenture Trustee and the rights of the Indenture Trustee in the Contracts and other Collateral shall be governed by the Indenture. The Seller shall have caused UCC-2 termination statements UCC-3 amendments to have been filed with the office of Secretary of State of the State of California terminating any effective UCC-1 financing statements Delaware with respect to any outstanding security interests in the Contracts. (de) From time to time, the Servicer shall cause to be taken such actions as are necessary to continue the perfection of the respective interests of the Trust and the Indenture Trustee in the Contracts and to continue the first priority security interest of the Indenture Trustee in the Financed Vehicles and their proceeds (other than, as to such priority, any statutory lien arising by operation of law after the Closing Date which is prior to such interest), including, without limitation, the filing of financing statements, amendments thereto or continuation statements and the making of notations on records or documents of title. (ef) If any change in the name, identity or corporate structure of the Seller or Onyx or the relocation of the chief executive office state of organization of either of them would make any financing or continuation statement or notice of lien filed under this Agreement or the other Basic Documents misleading within the meaning of applicable provisions of the UCC or any title statute, the Servicer, within the time period required by applicable law, shall file such financing statements or amendments as may be required to preserve and protect the interests of the Trust, the Indenture Trustee, the Securityholders Noteholders and the Insurer in the Contracts, the related Financed Vehicles and the proceeds thereof. Promptly thereafter, the Servicer shall deliver to the Trust, the Indenture Trustee and the Insurer an Opinion of Counsel stating that, in the opinion of such counsel, all financing statements or amendments necessary fully to preserve and protect the interests of the Trust, the Indenture Trustee, the Securityholders and the Insurer in the Contracts, the related Financed Vehicles and the proceeds thereof have been filed, and reciting the details of such filings. (fg) During the term of this Agreement, the Seller and Onyx shall each maintain its chief executive office in continue to be an organization organized under the laws of one of the states of the United States. (gh) The Servicer shall pay all reasonable costs and disbursements in connection with the perfection and the maintenance of perfection, as against all third parties, of the Indenture Trustee's ’s right, title and interest in and to the Contracts and in connection with maintaining the first priority security interest (subject to the security interest of the Insurer pursuant to the Insurance Agreement) in the Financed Vehicles and the proceeds thereof.

CONVEYANCE OF CONTRACTS. (a) In consideration of The Depositor, concurrently with the Issuer's execution and delivery of the authenticated Notes and Certificates to or upon the order of the Sellerhereof, effective upon the Closing Date, the Seller hereby sells, grants, transfers, assigns, sets over and otherwise conveys and assigns to the IssuerTrustee in trust for the benefit of the Certificateholders, without recourse (except as expressly provided in Section 2.03 hereof)recourse, all of the right, title and interest of the Seller inDepositor in and to (i) each Contract, including all interest and principal received or receivable on or with respect to such Contracts after the Cut-off Date; (ii) any insurance policies in respect of the Contracts; (iii) the Depositor's rights under the Purchase and underSale Agreement, (iv) the Guarantee Agreement; and (v) all proceeds of any of the foregoing. (b) In connection with the transfer and assignment set forth in clause (a) above, the Depositor has delivered or caused to be delivered to the Custodian for the benefit of the Certificateholders, the documents and instruments with respect to each Contract as assigned (collectively, the "Contract Documents"), with respect to each Contract: (i) the Contracts listed fully executed original Contract and all modifications thereto, executed by the Obligor evidencing indebtedness in connection with the Schedule purchase of Contractsa Manufactured Home; (ii) the original Assignment of Contract, in blank. In the event that the Contract was acquired by the Originator in a merger, the assignment must be by "[Originator], successor by merger to [name of predecessor]"; and in the event that the Contract was acquired or originated by the Originator while doing business under another name, the assignment must be by "[Originator], formerly known as [previous name]"; (iii) the original of all monies received assumption, extensions and modification agreements; (iv) the originals of all intervening assignments of contract; and (v) either (A) the original title document for the related Manufactured Home or a duplicate certified by the appropriate governmental authority which issued the original thereof or the application for such title document or if the laws of the jurisdiction in which the related Manufactured Home is located do not provide for the issuance of title documents for manufactured housing, other evidence of ownership of the related Manufactured Home which is customarily relied upon in such jurisdiction as evidence of title to a manufactured housing unit or (B) an original or copy of the UCC-1 Financing Statements, certified as true and correct by the Originator and all necessary UCC-3 Continuation Statements with evidence of filing thereon or copies thereof certified by the Originator to have been sent for filing, and UCC-3 Assignments executed by the Originator in blank, which UCC-3 Assignments shall be in form and substance acceptable for filing or notation of the security interest on the title document. In addition, with respect to each Land Home Contract, the Contract Documents shall include the following: (i) the original Mortgage Note endorsed, "Pay to the order of , without recourse" and signed in the name of the --------------------------- Originator by an authorized officer. evidencing a complete chain of title from the originator to the Originator. In the event that the Mortgage Loan was acquired by the Originator in a merger, the endorsement must be by "[Originator], successor by merger to [name of predecessor]"; and in the event that the Mortgage Loan was acquired or originated by the Originator while doing business under another name, the Contracts endorsement must be by "[Originator], formerly known as [previous name]"; (ii) except as provided below, the original Mortgage with evidence of recording thereon. If the Seller cannot deliver or cause to be delivered the original Mortgage with evidence of recording thereon on or prior to the related Closing Date because of a delay caused by the public recording office where such Mortgage has been delivered for recordation or because such Mortgage has been lost or because such public recording office retains the original recorded Mortgage, the Seller shall deliver or cause to be delivered to the Custodian a photocopy of such Mortgage together with (A) in the case of a delay caused by the public recording office, an Officer's Certificate of the title insurer insuring the Mortgage stating that such Mortgage has been delivered to the appropriate public recording office for recordation and that the original recorded Mortgage or a copy of such Mortgage certified by such public recording office to be a true and complete copy of the original recorded Mortgage will be promptly delivered to the Custodian upon receipt thereof by the Seller; or (B) in the case of a Mortgage where a public recording office retains the original recorded Mortgage or in the case where a Mortgage is lost after recordation in a public recording office, a copy of such Mortgage with the Cut-Off recording information thereon certified by such public recording office to be a true and complete copy of the original recorded Mortgage. In either case, a copy of the recorded Mortgage with recording information thereon shall be delivered within 180 days following the applicable Closing Date; (iii) all Net Liquidation Proceeds the original Assignment of Mortgage, in blank, which assignment shall be in form and Net Insurance Proceeds with respect substance acceptable for recording but not recorded. In the event that the Mortgage Loan was acquired by the Originator in a merger, the assignment must be by "[Originator], successor by merger to any Financed Vehicle to which a Contract relates received on [name of predecessor]"; and in the event that the Mortgage Loan was acquired or after originated by the Cut-Off DateOriginator while doing business under another name, the assignment must be by "[Originator], formerly known as [previous name]"; (iv) the Contract Documents and Contract Files relating to original policy of title insurance, except for those Mortgage Loans originated within 60 days before the Contracts (except the Contract Documents and Contract Files for Contracts which have been the subject of a Full Prepayment received on or after the Cut-Off Date but no later than two Business Days prior to the related Closing Date, in lieu of for which Mortgage Loans the Seller shall have deposited in or credited delivered and released to the Collection Account on or prior Custodian the related binders. In addition, the Seller shall deliver to the Custodian the original policy of title insurance within 180 days after the related Closing Date an amount equal Date. The policy must be properly endorsed, any necessary notices of transfer must be forwarded and any other action required to such Full Prepayment)be taken must be taken in order to fully protect, under the terms of the policy and applicable law, the Trustee's interest as first mortgagee; (v) the Trust Accounts original of all assumption, extensions and all amounts, financial assets and investment property held therein or credited thereto, including, if applicable, all Eligible Investments credited thereto (but excluding (A) the Payahead Account and all amounts, financial assets and investment property held therein or credited thereto, including all Eligible Investments credited thereto and (B) investment income credited to the Collection Account);modification agreements; and (vi) the right originals of all intervening assignments of mortgage with evidence of recording thereon, or if any such intervening assignment of mortgage has not been returned from the Seller, as purchaser under applicable recording office or has been lost or if such public recording office retains the Purchase Agreement, to cause Onyx as seller thereunder to repurchase Contracts listed in the Schedule original recorded assignment of Contracts under certain circumstances; (vii) any and all security interests of the Seller in the Financed Vehicles and the rights to receive proceeds from claims on certain insurance policies covering the Financed Vehicles or the individual Obligors under each related Contract; (viii) the Seller's right to proceeds under the Blanket Insurance Policy with respect to the Contracts; and (ix) all proceeds in any way delivered with respect to the foregoing, all rights to payments with respect to the foregoing and all rights to enforce the foregoing. The foregoing items of property listed in this Section 2.01, together with the rights of the Indenture Trustee under the Policy, are collectively referred to as the "TRUST PROPERTY". In addition, on or prior to the Closing Datemortgage, the Seller shall deliver or cause the Insurer to deliver the Policy be delivered to the Indenture Trustee for Custodian, a photocopy of such intervening assignment of mortgage together with (A) in the benefit case of a delay caused by the public recording office, an Officer's Certificate of the Securityholders. It is title insurer insuring the intention Mortgage stating that such intervening assignment of mortgage has been delivered to the Seller appropriate public recording office for recordation and that such original recorded intervening assignment of mortgage or a copy of such intervening assignment of mortgage certified by the Issuer that the assignment and transfer herein contemplated constitute (and shall appropriate public recording office to be construed and treated for all purposes as) a true and complete sale copy of the Trust Property (other than the Spread Account and the Policy), conveying good title thereto free and clear original recorded intervening assignment of any liens and encumbrances, from the Seller mortgage will be promptly delivered to the Issuer. However, Custodian upon receipt thereof by the Seller; or (B) in the event that case of an intervening assignment of mortgage where a public recording office retains the original recorded intervening assignment of mortgage or in the case where an intervening assignment of mortgage is lost after recordation in a public recording office, a copy of such conveyance is deemed intervening assignment of mortgage with recording information thereon certified by such public recording office to be a pledge to secure a loan (in spite of the express intent of the parties hereto that this conveyance constitutes, and shall be construed and treated for all purposes, as a true and complete sale), the Seller hereby grants to the Issuer, for the benefit copy of the Securityholders and the Insureroriginal recorded intervening assignment of mortgage. In either case, a first priority perfected security interest in all copy of the Seller's right, title and interest in recorded intervening Assignment of Mortgage with recording information thereon shall be delivered within 180 days following the Trust Property whether now existing or hereafter created and all proceeds of the foregoing to secure the loan deemed to be made in connection with such pledge and, in such event, this Agreement shall constitute a security agreement under applicable law. (b) As of the related Closing Date, the Issuer acknowledges the conveyance to it of the Trust Property from the Seller, including all right, title and interest of the Seller in and to the Trust Property, receipt of which is hereby acknowledged by the Issuer. Concurrently with such delivery and in exchange therefor, the Issuer has pledged to the Indenture Trustee, for the benefit of the Securityholders and the Insurer, the Trust Property and the Indenture Trustee, pursuant to the written instructions of the Issuer, has executed and caused to be authenticated and delivered the Notes to the Seller or its designee, upon the order of the Issuer. In addition, concurrently with such delivery and in exchange therefor, the Owner Trustee, pursuant to the instructions of the Seller, has executed (not in its individual capacity, but solely as Owner Trustee on behalf of the Issuer) and caused to be authenticated and delivered the Certificates to the Seller or its designee, upon the order of the Seller. (c) In connection with the sale of the Contracts pursuant to the Purchase Agreement, Onyx has filed with the office of the Secretary of State of the State of California a UCC-1 financing statement naming Onyx as debtor, naming the Seller as secured party and including the Contracts in the description of the collateral. In connection with the sale of the Contracts pursuant to this Agreement, the Seller has filed or caused to be filed with the Secretary of State of the State of California a UCC-1 financing statement naming the Seller as debtor, naming the Issuer as secured party, naming the Indenture Trustee, on behalf of the Noteholders, as assignee, and including the Contracts in the description of the collateral. In connection with the pledge of the Contracts pursuant to the Indenture, the Trust has filed with the offices of the Secretary of State of the State of Delaware UCC-1 financing statements naming the Trust as debtor and the Indenture Trustee, on behalf of the Noteholders and the Insurer, as secured party. The grant of a security interest to the Indenture Trustee and the rights of the Indenture Trustee in the Contracts shall be governed by the Indenture. The Seller shall have caused UCC-2 termination statements to have been filed with the office of Secretary of State of the State of California terminating any effective UCC-1 financing statements with respect to any outstanding security interests in the Contracts. (d) From time to time, the Servicer shall cause to be taken such actions as are necessary to continue the perfection of the respective interests of the Trust and the Indenture Trustee in the Contracts and to continue the first priority security interest of the Indenture Trustee in the Financed Vehicles and their proceeds (other than, as to such priority, any statutory lien arising by operation of law after the Closing Date which is At least 24 hours prior to such interest), including, without limitation, the filing delivery of financing statements, amendments thereto or continuation statements and the making of notations on records or documents of title. (e) If any change in the name, identity or corporate structure of the Seller or Onyx or the relocation of the chief executive office of either of them would make any financing or continuation statement or notice of lien filed under this Agreement or the other Basic Documents misleading within the meaning of applicable provisions of the UCC or any title statute, the Servicer, within the time period required by applicable law, shall file such financing statements or amendments as may be required to preserve and protect the interests of the Trust, the Indenture Trustee, the Securityholders and the Insurer in the Contracts, the related Financed Vehicles and the proceeds thereof. Promptly thereafter, the Servicer shall deliver Depositor will provide or cause to be provided to the TrustCustodian, via electronic transmission, a list of all the Indenture Trustee Contracts and their related data fields including loan ID, Obligor name, property address, interest rate, maturity date, and original principal balance of each such Contract. This data shall be delivered to the Insurer Custodian in an Opinion acceptable format that can be easily uploaded to the Custodian's system. A hard copy of Counsel stating that, in the opinion Contract Schedule will be delivered to the Custodian at the time of delivery to the Custodian of such counsel, all financing statements or amendments necessary fully to preserve and protect the interests of the Trust, the Indenture Trustee, the Securityholders and the Insurer in the Contracts, the documents related Financed Vehicles and the proceeds thereof have been filed, and reciting the details of such filings. (f) During the term of this Agreement, the Seller and Onyx shall each maintain its chief executive office in one of the states of the United States. (g) The Servicer shall pay all reasonable costs and disbursements in connection with the perfection and the maintenance of perfection, as against all third parties, of the Indenture Trustee's right, title and interest in and to the Contracts and identified in connection with maintaining the first priority security interest (subject to the security interest of the Insurer pursuant to the Insurance Agreement) in the Financed Vehicles and the proceeds thereofsuch Contract Schedule.

CONVEYANCE OF CONTRACTS. (a) In consideration of the Issuer's delivery of the authenticated Notes and Certificates to or upon the order of the BAFSB, as a Contract Seller, effective upon concurrently with the Closing Dateexecution and delivery hereof, the Seller does hereby sellstransfer, grantssell, transfersassign, conveys set over and assigns otherwise convey to the Issuer, Trustee without recourse (except as expressly provided in Section 2.03 hereof), i) all of the right, title and interest of the such Contract Seller in, in and to and under: (i) the Contracts listed in Exhibit A-1 of the Schedule Contract Schedule, as amended from time to time, (including the security interests created thereby), including all principal of Contracts; (ii) all monies received under the and interest due on or with respect to such Contracts on or after the Cut-Off Date; Date (iii) all Net Liquidation Proceeds other than payments of principal and Net Insurance Proceeds with respect to any Financed Vehicle to which a Contract relates received interest due on or after such Contracts before the Cut-Off Date; ), (ii) all of the rights under all Hazard Insurance Policies relating to the Manufactured Homes securing such Contracts for the benefit of the creditors under such Contracts, (iii) all documents contained in the Contract Files and in the Land Home Contract Files with respect to the related Contracts, and (iv) all proceeds of any of the foregoing. Bank of America, as a Contract Documents Seller, concurrently with the execution and delivery hereof, does hereby transfer, sell, assign, set over and otherwise convey to the Trustee without recourse (i) all of the right, title and interest of such Contract Files relating Seller in and to the Contracts (except listed in Exhibit A-2 of the Contract Documents Schedule, as amended from time to time, (including the security interests created thereby), including all principal of and Contract Files for interest due on or with respect to such Contracts which have been the subject of a Full Prepayment received on or after the Cut-Off Date but no later (other than two Business Days prior payments of principal and interest due on such Contracts before the Cut-Off Date), (ii) all of the rights under all Hazard Insurance Policies relating to the Closing Date, in lieu of which the Seller shall have deposited in or credited to the Collection Account on or prior to the Closing Date an amount equal to Manufactured Homes securing such Full Prepayment); (v) the Trust Accounts and all amounts, financial assets and investment property held therein or credited thereto, including, if applicable, all Eligible Investments credited thereto (but excluding (A) the Payahead Account and all amounts, financial assets and investment property held therein or credited thereto, including all Eligible Investments credited thereto and (B) investment income credited to the Collection Account); (vi) the right of the Seller, as purchaser under the Purchase Agreement, to cause Onyx as seller thereunder to repurchase Contracts listed in the Schedule of Contracts under certain circumstances; (vii) any and all security interests of the Seller in the Financed Vehicles and the rights to receive proceeds from claims on certain insurance policies covering the Financed Vehicles or the individual Obligors under each related Contract; (viii) the Seller's right to proceeds under the Blanket Insurance Policy with respect to the Contracts; and (ix) all proceeds in any way delivered with respect to the foregoing, all rights to payments with respect to the foregoing and all rights to enforce the foregoing. The foregoing items of property listed in this Section 2.01, together with the rights of the Indenture Trustee under the Policy, are collectively referred to as the "TRUST PROPERTY". In addition, on or prior to the Closing Date, the Seller shall cause the Insurer to deliver the Policy to the Indenture Trustee for the benefit of the Securityholders. It is creditors under such Contracts, (iii) all documents contained in the intention Contract Files and in the Land Home Contract Files with respect to the related Contracts, and (iv) all proceeds of any of the Seller foregoing. The ownership of each Contract and the Issuer that contents of the assignment related Contract File or Land Home Contract File, as applicable, and transfer herein contemplated constitute Servicing File are vested in the Trustee. The Servicer hereby disclaims any and all right, title and other ownership interest in and to the Contracts (including the security interests created thereby). The contents of each Contract File and, except as provided in Section 4.16(e), the contents of each Land Home Contract File, as applicable, and Servicing File are and shall be construed and treated for all purposes as) a true and complete sale of held by the Trust Property (other than the Spread Account and the Policy), conveying good title thereto free and clear of any liens and encumbrances, from the Seller to the Issuer. However, in the event that such conveyance is deemed to be a pledge to secure a loan (in spite of the express intent of the parties hereto that this conveyance constitutes, and shall be construed and treated for all purposes, as a true and complete sale), the Seller hereby grants to the Issuer, Servicer for the benefit of the Securityholders Trustee as the owner thereof (it being understood that the Servicer's possession of the contents of each Contract File or Land Home Contract File, as applicable, and Servicing File so retained is for the sole purpose of servicing the related Contract, and such retention and possession by the Servicer is in a custodial capacity only). Neither of the Contract Sellers nor the Servicer shall take any action inconsistent with the Trustee's ownership of the Contracts, and the InsurerContract Sellers and the Servicer shall promptly indicate to all inquiring parties that the Contracts have been sold, a first priority perfected security transferred, assigned, set over and conveyed to the Trustee and shall not claim any ownership interest in all the Contracts. (b) Although the parties intend that the conveyance of the Seller's Contract Sellers' right, title and interest in and to the Trust Property Contracts pursuant to this Agreement shall constitute a purchase and sale and not a loan, if such conveyances are deemed to be a loan, the parties intend that the rights and obligations of the parties to such loan shall be established pursuant to the terms of this Agreement. The parties also intend and agree that BAFSB shall be deemed to have granted to the Trustee, and BAFSB does hereby grant to the Trustee, a perfected first-priority security interest in (i) all of its right, title and interest, whether now existing owned or hereafter acquired, in and to the Contracts listed in Exhibit A-1 of the Contract Schedule, as amended from time to time (including the security interests created thereby), including all principal of and interest due on or with respect to such Contracts on or after the Cut-Off Date (other than payments of principal and interest due on such Contracts before the Cut-Off Date), (ii) all of the rights under all Hazard Insurance Policies relating to the Manufactured Homes securing such Contracts for the benefit of the creditors under such Contracts, (iii) all documents contained in the Contract Files and in the Land Home Contract Files with respect to the related Contracts, and (iv) all proceeds of any of the foregoing to secure the loan foregoing. The parties also intend and agree that Bank of America shall be deemed to be made have granted to the Trustee, and Bank of America does hereby grant to the Trustee, a perfected first-priority security interest in connection with such pledge and(i) all of its right, title and interest, whether now owned or hereafter acquired, in and to the Contracts listed in Exhibit A-2 of the Contract Schedule, as amended from time to time (including the security interests created thereby), including all principal of and interest due on or with respect to such eventContracts on or after the Cut-Off Date (other than payments of principal and interest due on such Contracts before the Cut-Off Date), (ii) all of the rights under all Hazard Insurance Policies relating to the Manufactured Homes securing such Contracts for the benefit of the creditors under such Contracts, (iii) all documents contained in the Contract Files and in the Land Home Contract Files with respect to the related Contracts, and (iv) all proceeds of any of the foregoing. The parties intend and agree that this Agreement shall constitute a security agreement under applicable law. (b) As . If the trust created by this Agreement terminates prior to the satisfaction of the Closing Dateclaims of any Person under any Certificates, the Issuer acknowledges security interests created hereby shall continue in full force and effect and the conveyance Trustee shall be deemed to it of be the Trust Property from the Seller, including all right, title and interest of the Seller in and to the Trust Property, receipt of which is hereby acknowledged by the Issuer. Concurrently with such delivery and in exchange therefor, the Issuer has pledged to the Indenture Trustee, collateral agent for the benefit of the Securityholders and the Insurer, the Trust Property and the Indenture Trustee, pursuant to the written instructions of the Issuer, has executed and caused to be authenticated and delivered the Notes to the Seller or its designee, upon the order of the Issuer. In addition, concurrently with such delivery and in exchange therefor, the Owner Trustee, pursuant to the instructions of the Seller, has executed (not in its individual capacity, but solely as Owner Trustee on behalf of the Issuer) and caused to be authenticated and delivered the Certificates to the Seller or its designee, upon the order of the SellerPerson. (c) In connection with the sale of the Contracts pursuant to the Purchase Agreement, Onyx has filed with the office of the Secretary of State of the State of California a UCC-1 financing statement naming Onyx as debtor, naming the Seller as secured party and including the Contracts in the description of the collateral. In connection with the sale of the Contracts pursuant to this Agreement, the Seller has filed or caused to be filed with the Secretary of State of the State of California a UCC-1 financing statement naming the Seller as debtor, naming the Issuer as secured party, naming the Indenture Trustee, on behalf of the Noteholders, as assignee, and including the Contracts in the description of the collateral. In connection with the pledge of the Contracts pursuant to the Indenture, the Trust has filed with the offices of the Secretary of State of the State of Delaware UCC-1 financing statements naming the Trust as debtor and the Indenture Trustee, on behalf of the Noteholders and the Insurer, as secured party. The grant of a security interest to the Indenture Trustee and the rights of the Indenture Trustee in the Contracts shall be governed by the Indenture. The Seller shall have caused UCC-2 termination statements to have been filed with the office of Secretary of State of the State of California terminating any effective UCC-1 financing statements with respect to any outstanding security interests in the Contracts. (d) From time to time, the Servicer shall cause to be taken such actions as are necessary to continue the perfection of the respective interests of the Trust and the Indenture Trustee in the Contracts and to continue the first priority security interest of the Indenture Trustee in the Financed Vehicles and their proceeds (other than, as to such priority, any statutory lien arising by operation of law after the Closing Date which is prior to such interest), including, without limitation, the filing of financing statements, amendments thereto or continuation statements and the making of notations on records or documents of title. (e) If any change in the name, identity or corporate structure of the Seller or Onyx or the relocation of the chief executive office of either of them would make any financing or continuation statement or notice of lien filed under this Agreement or the other Basic Documents misleading within the meaning of applicable provisions of the UCC or any title statute, the Servicer, within the time period required by applicable law, shall file such financing statements or amendments as may be required to preserve and protect the interests of the Trust, the Indenture Trustee, the Securityholders and the Insurer in the Contracts, the related Financed Vehicles and the proceeds thereof. Promptly thereafter, the Servicer shall deliver to the Trust, the Indenture Trustee and the Insurer an Opinion of Counsel stating that, in the opinion of such counsel, all financing statements or amendments necessary fully to preserve and protect the interests of the Trust, the Indenture Trustee, the Securityholders and the Insurer in the Contracts, the related Financed Vehicles and the proceeds thereof have been filed, and reciting the details of such filings. (f) During the term of this Agreement, the Seller and Onyx shall each maintain its chief executive office in one of the states of the United States. (g) The Servicer shall pay all reasonable costs and disbursements in connection with the perfection and the maintenance of perfection, as against all third parties, of the Indenture Trustee's right, title and interest in and to the Contracts and in connection with maintaining the first priority security interest (subject to the security interest of the Insurer pursuant to the Insurance Agreement) in the Financed Vehicles and the proceeds thereof.

CONVEYANCE OF CONTRACTS. (a) In consideration of the Issuer's delivery of the authenticated Notes and Certificates Notes, in an aggregate amount equal to $400,000,000, to or upon the order of the Seller, effective upon the Closing Date, the Seller hereby sells, grants, transfers, conveys and assigns to the Issuer, without recourse (except as expressly provided in Section 2.03 hereof), all of the right, title and interest of the Seller in, to and under: (i) the Funded Contracts listed in the Schedule of Contracts; (ii) all monies received under the Funded Contracts on or after the related Cut-Off Date; (iii) all Net Liquidation Proceeds and Net Insurance Proceeds with respect to any Financed Vehicle to which a Funded Contract relates received on or after the related Cut-Off Date; (iv) the Contract Documents and Contract Files relating to the Funded Contracts (except the Contract Documents and Contract Files for Funded Contracts which have been the subject of a Full Prepayment received on or after the related Cut-Off Date but no later than two Business Days prior to the Closing Date, in lieu of which the Seller shall have deposited in or credited to the Collection Account on or prior to the Closing Date an amount equal to such Full Prepayment); (v) the Trust Accounts and all amounts, financial assets and investment property held therein or credited thereto, including, if applicable, all Eligible Investments credited thereto (but excluding (A) the Payahead Account and all amounts, financial assets and investment property held therein or credited thereto, including all Eligible Investments credited thereto and (B) investment income credited to the Collection Account); (vi) the right of the Seller, as purchaser under the Purchase Agreement, to cause Onyx as seller thereunder to repurchase Funded Contracts listed in the Schedule of Contracts under certain circumstances; (vii) any and all security interests of the Seller in the Financed Vehicles and the rights to receive proceeds from claims on certain insurance policies covering the Financed Vehicles or the individual Obligors under each related Funded Contract; (viii) the Seller's right to proceeds under the Blanket Insurance Policy with respect to the Funded Contracts; and (ix) all proceeds in any way delivered with respect to the foregoing, all rights to payments with respect to the foregoing and all rights to enforce the foregoing. (b) Subject to the conditions set forth in Section 2.01(c), in consideration of the Issuer's delivery of authenticated Notes, in an aggregate amount equal to $400,000,000, to or upon the order of the Seller, effective upon the Closing Date, the Seller hereby sells, grants, transfers, conveys and assigns to the Issuer, without recourse (except as expressly provided in Section 2.03 hereof) effective upon delivery to the Issuer on the related Prefunding Transfer Date against payment therefor from the Prefunding Account in accordance Section 4.07(b), all of the right, title and interest of the Seller in, to and under: (i) all Prefunded Contracts listed on each Transfer Certificate; (ii) all monies received under the Prefunded Contracts on or after the related Prefunding Cut-Off Date; (iii) all Net Liquidation Proceeds and Net Insurance Proceeds with respect to any Financed Vehicle to which a Prefunded Contract relates received on or after the related Prefunding Cut-Off Date; (iv) the Contract Documents and Contract Files relating to the Prefunded Contracts; (v) the right of the Seller, as purchaser under the Purchase Agreement, to cause Onyx as seller thereunder to repurchase Prefunded Contracts listed on any Transfer Certificate under certain circumstances; (vi) any and all security interests of the Seller in the related Financed Vehicles and the rights to receive proceeds from claims on certain insurance policies covering such Financed Vehicles or the individual Obligors under each related Prefunded Contract; (vii) the Seller's right to proceeds under the Blanket Insurance Policy with respect to the Prefunded Contracts; and (viii) all proceeds in any way delivered with respect to the foregoing, all rights to payments with respect to the foregoing and all rights to enforce the foregoing. The foregoing items of property listed in this Section 2.01Sections 2.01(a) and (b), together with the rights of the Indenture Trustee under the Policy, are collectively referred to as the "TRUST PROPERTY". In addition, on or prior to the Closing Date, the Seller shall cause the Insurer to deliver the Policy to the Indenture Trustee for the benefit of the SecurityholdersNoteholders. It is the intention of the Seller and the Issuer that the assignment and transfer herein contemplated constitute (and shall be construed and treated for all purposes as) a true and complete sale of the Trust Property (other than the Spread Account and the Policy), conveying good title thereto free and clear of any liens and encumbrances, from the Seller to the Issuer. However, in the event that such conveyance is deemed to be a pledge to secure a loan (in spite of the express intent of the parties hereto that this conveyance constitutes, and shall be construed and treated for all purposes, as a true and complete sale), the Seller hereby grants to the Issuer, for the benefit of the Securityholders Noteholders and the Insurer, a first priority perfected security interest in all of the Seller's right, title and interest in the Trust Property whether now existing or hereafter created and all proceeds of the foregoing to secure the loan deemed to be made in connection with such pledge and, in such event, this Agreement shall constitute a security agreement under applicable law. (bc) The sale and assignment of the Prefunded Contracts and the other property and rights related thereto described in Section 2.01(b) shall be subject to the satisfaction of each of the following conditions, as well as the conditions set forth in Section 4.08, as of the related Prefunding Transfer Date, as applicable: (i) the Seller shall have delivered to the Custodian, on behalf of the Issuer, the Prefunded Contracts, and the Seller shall have delivered to the Issuer, the Indenture Trustee and the Insurer, on the Business Day immediately preceding the related Prefunding Transfer Date, a duly executed Transfer Certificate, substantially in the form of Exhibit C-1; (ii) the Servicer and the Seller shall certify to the Indenture Trustee and the Insurer that, as of the Prefunding Transfer Date, the Servicer and the Seller, respectively, were not insolvent nor were they made insolvent by such transfer nor were they aware of any such pending insolvency; (iii) the Seller shall certify to the Indenture Trustee and the Insurer that the addition of such Prefunded Contracts will not result in a material adverse tax consequence to the Issuer or the Noteholders; (iv) the Funding Period shall not have terminated; (v) the Seller and the Servicer shall certify to the Indenture Trustee and the Insurer that no selection procedures believed by the Seller or the Servicer to be adverse to the interests of the Noteholders or the Insurer shall have been utilized in selecting the Prefunded Contracts; (vi) the Seller and the Insurer shall not have been advised by either Rating Agency on or before the Business Day immediately preceding such Prefunding Transfer Date that the conveyance of the Prefunded Contracts would result in a qualification, modification or withdrawal of its then current rating of the Notes without regard to the Policy; (vii) the weighted average APR (using the Recomputed Yield for the Rule of 78's Contracts) of the Contracts (after giving effect to the purchase of the related Prefunded Contracts) shall not be less than 13.30%; (viii) less than 20% of the Prefunded Contracts transferred by the Seller to the Issuer since the Closing Date, including all Prefunded Contracts being transferred on such Prefunding Transfer Date, shall have an original term to maturity of more than 60 months and the weighted average remaining term of all Contracts (including the Prefunded Contracts) as of such Prefunding Transfer Date shall not be greater than 59 months; (ix) if the balance in the Prefunding Account prior to such Prefunding Transfer Date exceeds $30,000,000, the aggregate Outstanding Principal Balance, as of the related Prefunding Cut-Off Date, of the Prefunded Contracts to be conveyed by the Seller to the Issuer on such Prefunding Transfer Date shall equal or exceed $10,000,000 and the Insurer shall have consented to such transfer; (x) at least three Business Days prior to each Prefunding Transfer Date, the Seller shall have delivered to the Rating Agencies and the Insurer pool stratification data (including data with respect to when the first scheduled payment is due under each such Prefunded Contract) relating to the Prefunded Contracts to be conveyed by the Seller to the Issuer on such Prefunding Transfer Date, in the form of stratification data delivered to the Rating Agencies and the Insurer with respect to the Funded Contracts, and, as of the related Prefunding Cut-Off Date, shall have certified that the information contained therein is true and correct; and (xi) The first scheduled monthly payment for at least 50% of the Prefunded Contracts (by Outstanding Principal Balance as of the related Prefunding Cut-Off Date) shall be due on or before March 31, 2001. (d) As of the Closing Date, the Issuer acknowledges the conveyance to it of the Trust Property from the Seller, including all right, title and interest of the Seller in and to the Trust Property, receipt of which is hereby acknowledged by the Issuer. Concurrently with such delivery and in exchange therefor, the Issuer has pledged to the Indenture Trustee, for the benefit of the Securityholders Noteholders and the Insurer, the Trust Property and the Indenture Trustee, pursuant to the written instructions of the Issuer, has executed and caused to be authenticated and delivered the Notes to the Seller or its designee, upon the order of the Issuer. In addition, concurrently with such delivery and in exchange therefor, the Owner Trustee, pursuant to the instructions of the Seller, has executed (not in its individual capacity, but solely as Owner Trustee on behalf of the Issuer) and caused to be authenticated and delivered the Certificates to the Seller or its designee, upon the order of the Seller. (ce) In connection with the sale of the Contracts pursuant to the Purchase Agreement, Onyx has filed with the office of the Secretary of State of the State of California a UCC-1 financing statement naming Onyx as debtor, naming the Seller as secured party and including the Contracts in the description of the collateral. In connection with the sale of the Contracts pursuant to this Agreement, the Seller has filed or caused to be filed with the Secretary of State of the State of California a UCC-1 financing statement naming the Seller as debtor, naming the Issuer as secured party, naming the Indenture Trustee, on behalf of the Noteholders, as assignee, and including the Contracts in the description of the collateral. In connection with the pledge of the Contracts pursuant to the Indenture, the Trust has filed with the offices of the Secretary of State of the State of Delaware UCC-1 financing statements naming the Trust as debtor and the Indenture Trustee, on behalf of the Noteholders and the Insurer, as secured party. The grant of a security interest to the Indenture Trustee and the rights of the Indenture Trustee in the Contracts shall be governed by the Indenture. The Seller shall have caused UCC-2 termination statements to have been filed with the office of Secretary of State of the State of California terminating any effective UCC-1 financing statements with respect to any outstanding security interests in the Contracts. (df) From time to time, the Servicer shall cause to be taken such actions as are necessary to continue the perfection of the respective interests of the Trust and the Indenture Trustee in the Contracts and to continue the first priority security interest of the Indenture Trustee in the Financed Vehicles and their proceeds (other than, as to such priority, any statutory lien arising by operation of law after the Closing Date which is prior to such interest), including, without limitation, the filing of financing statements, amendments thereto or continuation statements and the making of notations on records or documents of title. (eg) If any change in the name, identity or corporate structure of the Seller or Onyx or the relocation of the chief executive office of either of them would make any financing or continuation statement or notice of lien filed under this Agreement or the other Basic Documents misleading within the meaning of applicable provisions of the UCC or any title statute, the Servicer, within the time period required by applicable law, shall file such financing statements or amendments as may be required to preserve and protect the interests of the Trust, the Indenture Trustee, the Securityholders Noteholders and the Insurer in the Contracts, the related Financed Vehicles and the proceeds thereof. Promptly thereafter, the Servicer shall deliver to the Trust, the Indenture Trustee and the Insurer an Opinion of Counsel stating that, in the opinion of such counsel, all financing statements or amendments necessary fully to preserve and protect the interests of the Trust, the Indenture Trustee, the Securityholders Noteholders and the Insurer in the Contracts, the related Financed Vehicles and the proceeds thereof have been filed, and reciting the details of such filings. (fh) During the term of this Agreement, the Seller and Onyx shall each maintain its chief executive office in one of the states of the United States. (gi) The Servicer shall pay all reasonable costs and disbursements in connection with the perfection and the maintenance of perfection, as against all third parties, of the Indenture Trustee's right, title and interest in and to the Contracts and in connection with maintaining the first priority security interest (subject to the security interest of the Insurer pursuant to the Insurance Agreement) in the Financed Vehicles and the proceeds thereof. (j) On the Prefunding Closing Date, the Seller shall: (i) deliver a certificate from each secured creditor of the Seller confirming that such creditor has no claim of any security interest in any of the Prefunded Contracts transferred during the Funding Period; (ii) deliver to each Rating Agency, the Insurer and the Indenture Trustee a Prefunding Closing Date Certificate; (iii) deliver to each Rating Agency, the Insurer and the Indenture Trustee an Opinion of Counsel with respect to the absence of negative tax consequences to the Trust, the characterization of the transfer of the Prefunded Contracts and the perfection of the Indenture Trustee's interest on behalf of the Noteholders; (iv) deliver to each Rating Agency, the Insurer and the Indenture Trustee with respect to any state (other than California) in which 10% or more of the Contracts (including the Prefunded Contracts), by Outstanding Principal Balance, were originated, an opinion with respect to the perfection of the security interest of the Indenture Trustee in the Financed Vehicles securing the Contracts originated in such state; and (v) deliver to the Insurer an Opinion of Counsel to the effect that Onyx is duly qualified as a foreign corporation to do business, and is in good standing, in each of the states in which Prefunded Contracts have been originated. Failure to comply with any of the conditions set forth in this Section 2.01(j) on the Prefunding Closing Date shall be deemed to be a breach of a representation and warranty with respect to each of the Prefunded Contracts to which such failed conditions relate as of the Prefunding Closing Date.

CONVEYANCE OF CONTRACTS. (a) In consideration of the Issuer's delivery of the authenticated Notes and Certificates Notes, in an aggregate amount equal to $400,000,000, to or upon the order of the Seller, effective upon the Closing Date, the Seller hereby sells, grants, transfers, conveys and assigns to the Issuer, without recourse (except as expressly provided in Section 2.03 hereof), all of the right, title and interest of the Seller in, to and under: (i) the Funded Contracts listed in the Schedule of Contracts; (ii) all monies received under the Funded Contracts on or after the related Cut-Off Date; (iii) all Net Liquidation Proceeds and Net Insurance Proceeds with respect to any Financed Vehicle to which a Funded Contract relates received on or after the related Cut-Off Date; (iv) the Contract Documents and Contract Files relating to the Funded Contracts (except the Contract Documents and Contract Files for Funded Contracts which have been the subject of a Full Prepayment received on or after the related Cut-Off Date but no later than two Business Days prior to the Closing Date, in lieu of which the Seller shall have deposited in or credited to the Collection Account on or prior to the Closing Date an amount equal to such Full Prepayment); (v) the Trust Accounts and all amounts, financial assets and investment property held therein or credited thereto, including, if applicable, all Eligible Investments credited thereto (but excluding (A) the Payahead Account and all amounts, financial assets and investment property held therein or credited thereto, including all Eligible Investments credited thereto and (B) investment income credited to the Collection Account); (vi) the right of the Seller, as purchaser under the Purchase Agreement, to cause Onyx as seller thereunder to repurchase Funded Contracts listed in the Schedule of Contracts under certain circumstancescircumstances (such right may be enforced by the Issuer or the Indenture Trustee at the direction of the Insurer); (vii) any and all security interests of the Seller in the Financed Vehicles and the rights to receive proceeds from claims on certain insurance policies covering the Financed Vehicles or the individual Obligors under each related Funded Contract; (viii) the Seller's right to proceeds under the Blanket Insurance Policy with respect to the Funded Contracts; and (ix) all proceeds in any way delivered with respect to the foregoing, all rights to payments with respect to the foregoing and all rights to enforce the foregoing. (b) Subject to the conditions set forth in Section 2.01(c), in consideration of the Issuer's delivery of authenticated Notes, in an aggregate amount equal to $400,000,000, to or upon the order of the Seller, effective upon the Closing Date, the Seller hereby sells, grants, transfers, conveys and assigns to the Issuer, without recourse (except as expressly provided in Section 2.03 hereof) effective upon delivery to the Issuer on the related Prefunding Transfer Date against payment therefor from the Prefunding Account in accordance Section 4.07(b), all of the right, title and interest of the Seller in, to and under: (i) all Prefunded Contracts listed on each Transfer Certificate; (ii) all monies received under the Prefunded Contracts on or after the related Prefunding Cut-Off Date; (iii) all Net Liquidation Proceeds and Net Insurance Proceeds with respect to any Financed Vehicle to which a Prefunded Contract relates received on or after the related Prefunding Cut-Off Date; (iv) the Contract Documents and Contract Files relating to the Prefunded Contracts; (v) the right of the Seller, as purchaser under the Purchase Agreement, to cause Onyx as seller thereunder to repurchase Prefunded Contracts listed on any Transfer Certificate under certain circumstances; (vi) any and all security interests of the Seller in the related Financed Vehicles and the rights to receive proceeds from claims on certain insurance policies covering such Financed Vehicles or the individual Obligors under each related Prefunded Contract; (vii) the Seller's right to proceeds under the Blanket Insurance Policy with respect to the Prefunded Contracts; and (viii) all proceeds in any way delivered with respect to the foregoing, all rights to payments with respect to the foregoing and all rights to enforce the foregoing. The foregoing items of property listed in this Section 2.01Sections 2.01(a) and (b), together with the rights of the Indenture Trustee under the Policy, are collectively referred to as the "TRUST PROPERTY". In addition, on or prior to the Closing Date, the Seller shall cause the Insurer to deliver the Policy to the Indenture Trustee for the benefit of the SecurityholdersNoteholders. It is the intention of the Seller and the Issuer that the assignment and transfer herein contemplated constitute (and shall be construed and treated for all purposes as) a true and complete sale of the Trust Property (other than the Spread Account and the Policy), conveying good title thereto free and clear of any liens and encumbrances, from the Seller to the Issuer. However, in the event that such conveyance is deemed to be a pledge to secure a loan (in spite of the express intent of the parties hereto that this conveyance constitutes, and shall be construed and treated for all purposes, as a true and complete sale), the Seller hereby grants to the Issuer, for the benefit of the Securityholders Noteholders and the Insurer, a first priority perfected security interest in all of the Seller's right, title and interest in the Trust Property whether now existing or hereafter created and all proceeds of the foregoing to secure the loan deemed to be made in connection with such pledge and, in such event, this Agreement shall constitute a security agreement under applicable law. (bc) The sale and assignment of the Prefunded Contracts and the other property and rights related thereto described in Section 2.01(b) shall be subject to the satisfaction of each of the following conditions, as well as the conditions set forth in Section 4.08, as of the related Prefunding Transfer Date, as applicable: (i) the Seller shall have delivered to the Custodian, on behalf of the Issuer, the Prefunded Contracts, and the Seller shall have delivered to the Issuer, the Indenture Trustee and the Insurer, on the Business Day immediately preceding the related Prefunding Transfer Date, a duly executed Transfer Certificate, substantially in the form of Exhibit C-1; (ii) the Servicer and the Seller shall certify to the Indenture Trustee and the Insurer that, as of the Prefunding Transfer Date, the Servicer and the Seller, respectively, were not insolvent nor were they made insolvent by such transfer nor were they aware of any such pending insolvency; (iii) the Seller shall certify to the Indenture Trustee and the Insurer that the addition of such Prefunded Contracts will not result in a material adverse tax consequence to the Issuer or the Noteholders; (iv) the Funding Period shall not have terminated; (v) the Seller and the Servicer shall certify to the Indenture Trustee and the Insurer that no selection procedures believed by the Seller or the Servicer to be adverse to the interests of the Noteholders or the Insurer shall have been utilized in selecting the Prefunded Contracts; (vi) the Seller and the Insurer shall not have been advised by either Rating Agency on or before the Business Day immediately preceding such Prefunding Transfer Date that the conveyance of the Prefunded Contracts would result in a qualification, modification or withdrawal of its then current rating of the Notes without regard to the Policy; (vii) the weighted average APR (using the Recomputed Yield for the Rule of 78's Contracts) of the Contracts (after giving effect to the purchase of the related Prefunded Contracts) shall not be less than 8.45%; (viii) less than 30% of the Prefunded Contracts transferred by the Seller to the Issuer since the Closing Date, including all Prefunded Contracts being transferred on such Prefunding Transfer Date, shall have an original term to maturity of more than 60 months and the weighted average remaining term of all Contracts (including the Prefunded Contracts) as of such Prefunding Transfer Date shall not be greater than 63 months; (ix) if the balance in the Prefunding Account prior to such Prefunding Transfer Date exceeds $30,000,000, the aggregate Outstanding Principal Balance, as of the related Prefunding Cut-Off Date, of the Prefunded Contracts to be conveyed by the Seller to the Issuer on such Prefunding Transfer Date shall equal or exceed $10,000,000 and the Insurer shall have consented to such transfer; (x) at least three Business Days prior to each Prefunding Transfer Date, the Seller shall have delivered to the Rating Agencies and the Insurer pool stratification data (including data with respect to when the first scheduled payment is due under each such Prefunded Contract) relating to the Prefunded Contracts to be conveyed by the Seller to the Issuer on such Prefunding Transfer Date, in the form of stratification data delivered to the Rating Agencies and the Insurer with respect to the Funded Contracts, and, as of the related Prefunding Cut-Off Date, shall have certified that the information contained therein is true and correct; and (xi) The first scheduled monthly payment for at least 50% of the Prefunded Contracts (by Outstanding Principal Balance as of the related Prefunding Cut-Off Date) shall be due on or before October 30, 2003. (d) As of the Closing Date, the Issuer acknowledges the conveyance to it of the Trust Property from the Seller, including all right, title and interest of the Seller in and to the Trust Property, receipt of which is hereby acknowledged by the Issuer. Concurrently with such delivery and in exchange therefor, the Issuer has pledged to the Indenture Trustee, for the benefit of the Securityholders Noteholders and the Insurer, the Trust Property and the Indenture Trustee, pursuant to the written instructions of the Issuer, has executed and caused to be authenticated and delivered the Notes to the Seller or its designee, upon the order of the Issuer. In addition, concurrently with such delivery and in exchange therefor, the Owner Trustee, pursuant to the instructions of the Seller, has executed (not in its individual capacity, but solely as Owner Trustee on behalf of the Issuer) and caused to be authenticated and delivered the Certificates to the Seller or its designee, upon the order of the Seller. (ce) In connection with the sale of the Contracts pursuant to the Purchase Agreement, Onyx has filed with the office of the Secretary of State of the State of California Delaware a UCC-1 financing statement naming Onyx as debtor, naming the Seller as secured party and including the Contracts in the description of the collateral, such filing made in order to continue the effectiveness of a financing statement naming Onyx as debtor and the Seller as secured party filed with the office of the Secretary of State of the State of California prior to July 1, 2001. In connection with the sale of the Contracts pursuant to this Agreement, the Seller has filed or caused to be filed with the Secretary of State of the State of California Delaware a UCC-1 financing statement naming the Seller as debtor, naming the Issuer as secured party, naming the Indenture Trustee, on behalf of the Noteholders, as assignee, and including the Contracts in the description of the collateral. In connection with the pledge of the Contracts pursuant to the Indenture, the Trust has filed with the offices of the Secretary of State of the State of Delaware UCC-1 financing statements naming the Trust as debtor and the Indenture Trustee, on behalf of the Noteholders and the Insurer, as secured party. The grant of a security interest to the Indenture Trustee and the rights of the Indenture Trustee in the Contracts shall be governed by the Indenture. The Seller shall have caused UCC-2 termination statements UCC-3 partial releases to have been filed with the office of Secretary of State of the State of California terminating any effective UCC-1 financing statements Delaware with respect to any outstanding security interests in the Contracts. (df) From time to time, the Servicer shall cause to be taken such actions as are necessary to continue the perfection of the respective interests of the Trust and the Indenture Trustee in the Contracts and to continue the first priority security interest of the Indenture Trustee in the Financed Vehicles and their proceeds (other than, as to such priority, any statutory lien arising by operation of law after the Closing Date which is prior to such interest), including, without limitation, the filing of financing statements, amendments thereto or continuation statements and the making of notations on records or documents of title. (eg) If any change in the name, identity or corporate structure of the Seller or Onyx or the relocation of the chief executive office state of organization of either of them would make any financing or continuation statement or notice of lien filed under this Agreement or the other Basic Documents misleading within the meaning of applicable provisions of the UCC or any title statute, the Insurer must have been provided prior written consent to such change and the Servicer, within the time period required by applicable law, shall file such financing statements or amendments as may be required to preserve and protect the interests of the Trust, the Indenture Trustee, the Securityholders Noteholders and the Insurer in the Contracts, the related Financed Vehicles and the proceeds thereof. Promptly thereafter, the Servicer shall deliver to the Trust, the Indenture Trustee and the Insurer an Opinion of Counsel stating that, in the opinion of such counsel, all financing statements or amendments necessary fully to preserve and protect the interests of the Trust, the Indenture Trustee, the Securityholders Noteholders and the Insurer in the Contracts, the related Financed Vehicles and the proceeds thereof have been filed, and reciting the details of such filings. (fh) During the term of this Agreement, the Seller and Onyx shall each maintain its chief executive office in continue to be an organization organized under the laws of one of the states of the United States. (gi) The Servicer shall pay all reasonable costs and disbursements in connection with the perfection and the maintenance of perfection, as against all third parties, of the Indenture Trustee's right, title and interest in and to the Contracts and in connection with maintaining the first priority security interest (subject to the security interest of the Insurer pursuant to the Insurance Agreement) in the Financed Vehicles and the proceeds thereof. (j) On the Prefunding Closing Date, the Seller shall: (i) deliver a certificate from each secured creditor of the Seller confirming that such creditor has no claim of any security interest in any of the Prefunded Contracts transferred during the Funding Period; (ii) deliver to each Rating Agency, the Insurer and the Indenture Trustee a Prefunding Closing Date Certificate; (iii) deliver to each Rating Agency, the Insurer and the Indenture Trustee an Opinion of Counsel with respect to the absence of negative tax consequences to the Trust, the characterization of the transfer of the Prefunded Contracts and the perfection of the Indenture Trustee's interest on behalf of the Noteholders; (iv) deliver to each Rating Agency, the Insurer and the Indenture Trustee with respect to any state (other than California) in which 10% or more of the Contracts (including the Prefunded Contracts), by Outstanding Principal Balance, were originated, an opinion with respect to the perfection of the security interest of the Indenture Trustee in the Financed Vehicles securing the Contracts originated in such state; and (v) deliver to the Insurer an Opinion of Counsel to the effect that Onyx is duly qualified as a foreign corporation to do business, and is in good standing, in each of the states in which Prefunded Contracts have been originated. Failure to comply with any of the conditions set forth in this Section 2.01(j) on the Prefunding Closing Date shall be deemed to be a breach of a representation and warranty with respect to each of the Prefunded Contracts to which such failed conditions relate as of the Prefunding Closing Date.

CONVEYANCE OF CONTRACTS. (a) In consideration of the Issuer's delivery of the authenticated Notes and Certificates to or upon the order of the Seller, effective upon the Closing Date, the Seller hereby sells, grants, transfers, conveys and assigns to the Issuer, without recourse (except as expressly provided in Section 2.03 hereof), all of the right, title and interest of the Seller in, to and under: (i) the Contracts listed in the Schedule of Contracts; (ii) all monies received under the Contracts on or after the Cut-Off Date; (iii) all Net Liquidation Proceeds and Net Insurance Proceeds with respect to any Financed Vehicle to which a Contract relates received on or after the Cut-Off Date; (iv) the Contract Documents and Contract Files relating to the Contracts (except the Contract Documents and Contract Files for Contracts which have been the subject of a Full Prepayment received on or after the Cut-Off Date but no later than two Business Days prior to the Closing Date, in lieu of which the Seller shall have deposited in or credited to the Collection Account on or prior to the Closing Date an amount equal to such Full Prepayment); (v) the Trust Accounts and all amounts, financial assets and investment property held therein or credited thereto, including, if applicable, all Eligible Investments credited thereto (but excluding (A) the Payahead Account and all amounts, financial assets and investment property held therein or credited thereto, including all Eligible Investments credited thereto and (B) investment income credited to the Collection Accountthereto); (vi) the right of the Seller, as purchaser under the Purchase Agreement, to cause Onyx as seller thereunder to repurchase Contracts listed in the Schedule of Contracts under certain circumstances; (vii) any and all security interests of the Seller in the Financed Vehicles and the rights to receive proceeds from claims on certain insurance policies covering the Financed Vehicles or the individual Obligors under each related Contract; (viii) the Seller's right to proceeds under the Blanket Insurance Policy with respect to the Contracts; and (ix) all proceeds in any way delivered with respect to the foregoing, all rights to payments with respect to the foregoing and all rights to enforce the foregoing. The foregoing items of property listed in this Section 2.01, together with the rights of the Indenture Trustee and the Owner Trustee under the Policy, are collectively referred to as the "TRUST PROPERTY". In addition, on or prior to the Closing Date, the Seller shall cause the Insurer to deliver the Policy to the Indenture Trustee for the benefit of the Securityholders. It is the intention of the Seller and the Issuer that the assignment and transfer herein contemplated constitute (and shall be construed and treated for all purposes as) a true and complete sale of the Trust Property (other than the Spread Account and the Policy), conveying good title thereto free and clear of any liens and encumbrances, from the Seller to the Issuer. However, in the event that such conveyance is deemed to be a pledge to secure a loan (in spite of the express intent of the parties hereto that this conveyance constitutes, and shall be construed and treated for all purposes, as a true and complete sale), the Seller hereby grants to the Issuer, for the benefit of the Securityholders and the Insurer, a first priority perfected security interest in all of the Seller's right, title and interest in the Trust Property whether now existing or hereafter created and all proceeds of the foregoing to secure the loan deemed to be made in connection with such pledge and, in such event, this Agreement shall constitute a security agreement under applicable law. (b) As of the Closing Date, the Issuer acknowledges the conveyance to it of the Trust Property from the Seller, including all right, title and interest of the Seller in and to the Trust Property, receipt of which is hereby acknowledged by the Issuer. Concurrently with such delivery and in exchange therefor, the Issuer has pledged to the Indenture Trustee, for the benefit of the Securityholders and the Insurer, the Trust Property and the Indenture Trustee, pursuant to the written instructions of the Issuer, has executed and caused to be authenticated and delivered the Notes to the Seller or its designee, upon the order of the Issuer. In addition, concurrently with such delivery and in exchange therefor, the Owner Trustee, pursuant to the instructions of the Seller, has executed (not in its individual capacity, but solely as Owner Trustee on behalf of the Issuer) and caused to be authenticated and delivered the Certificates to the Seller or its designee, upon the order of the Seller. (c) In connection with the sale of the Contracts pursuant to the Purchase Agreement, Onyx has filed with the office of the Secretary of State of the State of California a UCC-1 financing statement naming Onyx as debtor, naming the Seller as secured party and including the Contracts in the description of the collateral. In connection with the sale of the Contracts pursuant to this Agreement, the Seller has filed or caused to be filed with the Secretary of State of the State of California a UCC-1 financing statement naming the Seller as debtor, naming the Issuer as secured party, naming the Indenture Trustee, on behalf of the Noteholders, as assignee, and including the Contracts in the description of the collateral. In connection with the pledge of the Contracts pursuant to the Indenture, the Trust has filed with the offices of the Secretary of State of the State of Delaware UCC-1 financing statements naming the Trust as debtor and the Indenture Trustee, on behalf of the Noteholders and the Insurer, as secured party. The grant of a security interest to the Indenture Trustee and the rights of the Indenture Trustee in the Contracts shall be governed by the Indenture. The Seller shall have caused UCC-2 termination statements to have been filed with the office of Secretary of State of the State of California terminating any effective UCC-1 financing statements with respect to any outstanding security interests in the Contracts. (d) From time to time, the Servicer shall cause to be taken such actions as are necessary to continue the perfection of the respective interests of the Trust and the Indenture Trustee in the Contracts and to continue the first priority security interest of the Indenture Trustee in the Financed Vehicles and their proceeds (other than, as to such priority, any statutory lien arising by operation of law after the Closing Date which is prior to such interest), including, without limitation, the filing of financing statements, amendments thereto or continuation statements and the making of notations on records or documents of title. (e) If any change in the name, identity or corporate structure of the Seller or Onyx or the relocation of the chief executive office of either of them would make any financing or continuation statement or notice of lien filed under this Agreement or the other Basic Documents misleading within the meaning of applicable provisions of the UCC or any title statute, the Servicer, within the time period required by applicable law, shall file such financing statements or amendments as may be required to preserve and protect the interests of the Trust, the Indenture Trustee, the Securityholders and the Insurer in the Contracts, the related Financed Vehicles and the proceeds thereof. Promptly thereafter, the Servicer shall deliver to the Trust, the Indenture Trustee and the Insurer an Opinion of Counsel stating that, in the opinion of such counsel, all financing statements or amendments necessary fully to preserve and protect the interests of the Trust, the Indenture Trustee, the Securityholders and the Insurer in the Contracts, the related Financed Vehicles and the proceeds thereof have been filed, and reciting the details of such filings. (f) During the term of this Agreement, the Seller and Onyx shall each maintain its chief executive office in one of the states of the United States. (g) The Servicer shall pay all reasonable costs and disbursements in connection with the perfection and the maintenance of perfection, as against all third parties, of the Indenture Trustee's right, title and interest in and to the Contracts and in connection with maintaining the first priority security interest (subject to the security interest of the Insurer pursuant to the Insurance Agreement) in the Financed Vehicles and the proceeds thereof.proceeds

CONVEYANCE OF CONTRACTS. (a) In consideration of the Issuer's delivery of the authenticated Notes and Certificates to or upon the order of the Seller, effective upon Seller of the Closing DateCertificates and $1,492,500,000 aggregate principal amount of Notes, the Seller hereby sells, grants, transfers, assigns and otherwise conveys and assigns to the Issuer, without recourse (except as expressly provided in Section 2.03 hereofsubject to the obligations herein), and hereby grants a security interest in all of the its right, title and interest (exclusive of the Seller amount, if any, allocable to any Advanced Insurance Premiums financed by any Contract) in, to and under: (i) under the Contracts (which Contracts shall be listed in the Schedule of Contracts; (ii) ), including, without limitation, all monies payments of Monthly P&I received under the Contracts on or after the Cut-Off Date; (iii) ; all Net Liquidation Proceeds and Net Insurance Proceeds with respect to any Financed Vehicle to which a Contract relates received on or after the Cut-Off Date; (iv) the Contract Documents and Contract Files relating to the Contracts (except the Contract Documents and Contract Files for Contracts which have been the subject of a Full Prepayment received on or after the Cut-Off Date but no later and all other proceeds received on or in respect of such Contracts (other than two Business Days prior to the Closing Date, in lieu payments of which the Seller shall have deposited in or credited to the Collection Account Monthly P&I received on or prior to the Closing Date an amount equal to such Full Prepayment); (vCut-Off Date) the Trust Accounts and all amounts, financial assets and investment property held therein or credited thereto, including, if applicable, all Eligible Investments credited thereto (but excluding (A) the Payahead Account and all amounts, financial assets and investment property held therein or credited thereto, including all Eligible Investments credited thereto and (B) investment income credited to the Collection Account); (vi) the right of the Seller, as purchaser under the Purchase Agreement, to cause Onyx as seller thereunder to repurchase Contracts listed in the Schedule of Contracts under certain circumstances; (vii) any and all security interests of the Seller in the Financed Vehicles and Vehicles; the rights to receive proceeds from claims on certain insurance policies covering the Financed Vehicles or the individual Obligors under each related Contract; (viii) the Seller's right to proceeds under the Blanket Insurance Policy with respect Contract Documents relating to the Contracts; and (ix) and all proceeds in any way delivered with respect to the foregoing, all rights to payments with respect to the foregoing and all rights to enforce the foregoing. (b) WFS hereby authorizes and will cause the filing of UCC-1 financing statements naming WFS as debtor and the Seller as secured party and describing the Contracts as collateral with the Office of the Secretary of State of the State of California. The foregoing items of property listed in this Section 2.01, together with the rights of the Indenture Trustee under the Policy, are collectively referred to as the "TRUST PROPERTY". In additionSeller hereby authorizes and will cause, on or prior to the Closing Date, the Seller shall cause the Insurer to deliver the Policy to the Indenture Trustee for the benefit filing of the Securityholders. It is the intention of UCC-1 financing statements, naming the Seller as debtor and the Issuer that Trust as secured party and describing the assignment and transfer herein contemplated constitute (and shall be construed and treated for all purposes as) a true and complete sale of the Trust Property (other than the Spread Account and the Policy)Contracts as collateral, conveying good title thereto free and clear of any liens and encumbrances, from the Seller to the Issuer. However, in the event that such conveyance is deemed to be a pledge to secure a loan (in spite of the express intent of the parties hereto that this conveyance constitutes, and shall be construed and treated for all purposes, as a true and complete sale), the Seller hereby grants to the Issuer, for the benefit of the Securityholders and the Insurer, a first priority perfected security interest in all of the Seller's right, title and interest in the Trust Property whether now existing or hereafter created and all proceeds of the foregoing to secure the loan deemed to be made in connection with such pledge and, in such event, this Agreement shall constitute a security agreement under applicable law. (b) As of the Closing Date, the Issuer acknowledges the conveyance to it of the Trust Property from the Seller, including all right, title and interest of the Seller in and to the Trust Property, receipt of which is hereby acknowledged by the Issuer. Concurrently with such delivery and in exchange therefor, the Issuer has pledged to the Indenture Trustee, for the benefit of the Securityholders and the Insurer, the Trust Property and the Indenture Trustee, pursuant to the written instructions of the Issuer, has executed and caused to be authenticated and delivered the Notes to the Seller or its designee, upon the order of the Issuer. In addition, concurrently with such delivery and in exchange therefor, the Owner Trustee, pursuant to the instructions of the Seller, has executed (not in its individual capacity, but solely as Owner Trustee on behalf of the Issuer) and caused to be authenticated and delivered the Certificates to the Seller or its designee, upon the order of the Seller. (c) In connection with the sale of the Contracts pursuant to the Purchase Agreement, Onyx has filed with the office Office of the Secretary of State of the State of California a California. The Trust has caused the filing of UCC-1 financing statement naming Onyx as debtorstatements, naming the Seller as secured party and including the Contracts in the description of the collateral. In connection with the sale of the Contracts pursuant to this Agreement, the Seller has filed or caused to be filed with the Secretary of State of the State of California a UCC-1 financing statement naming the Seller as debtor, naming the Issuer as secured party, naming the Indenture Trustee, on behalf of the Noteholders, as assignee, and including the Contracts in the description of the collateral. In connection with the pledge of the Contracts pursuant to the Indenture, the Trust has filed with the offices of the Secretary of State of the State of Delaware UCC-1 financing statements naming the Trust as debtor and the Indenture Trustee, on behalf of the Noteholders and the InsurerNoteholders, as secured partyparty and describing the Contracts as collateral, with the office of the Secretary of State of the State of Delaware. The grant of a security interest to the Indenture Trustee and the rights of the Indenture Trustee in the Contracts shall be governed by the Indenture. The Seller shall have caused UCC-2 termination statements to have been filed with the office of Secretary of State of the State of California terminating any effective UCC-1 financing statements with respect to any outstanding security interests in the Contracts. (d) From time to time, the Master Servicer shall cause to be taken such actions as are necessary to continue the perfection of the respective interests of the Trust Indenture Trustee and the Indenture Trustee Trust in the Contracts and to continue the first priority security interest of the Indenture Trustee in the Financed Vehicles and their proceeds (other than, as to such priority, any statutory lien arising by operation of law after the Closing Date which is prior to such interest), including, without limitation, the filing of financing statements, amendments thereto or continuation statements and the making of notations on records or documents of title. (e) . If any change in the name, identity or corporate structure of the Seller or Onyx WFS or the relocation of the chief executive office of either any of them or their reincorporation in a different jurisdiction would make any financing or continuation statement or notice of lien filed under this Agreement or the other Basic Documents seriously misleading within the meaning of applicable provisions of the UCC or any title statute, the Master Servicer, within the time period required by applicable law, shall file such financing statements or amendments as may be required to preserve and protect the interests of the Trust, the Indenture Trustee, the Securityholders Owner Trustee and the Insurer Securityholders in the Contracts, the related Financed Vehicles and the proceeds thereof. Promptly thereafter, the Master Servicer shall deliver to the Trust, the Indenture Trustee and the Insurer Owner Trustee an Opinion of Counsel stating that, in the opinion of such counsel, all financing statements or amendments necessary fully to preserve and protect the interests of the Trust, the Indenture Trustee, the Owner Trustee and Securityholders and the Insurer in the Contracts, the related Financed Vehicles and the proceeds thereof have been filed, and reciting the details of such filings. (f) . During the term of this Agreement, the Seller and Onyx WFS shall each maintain its chief executive office in one of the states of the United States. (g) , other than Louisiana or Tennessee. The Master Servicer shall pay all reasonable costs and disbursements in connection with the perfection and the maintenance of perfection, as against all third parties, of the Indenture Trustee's right, title and interest in and to the Contracts and in connection with maintaining the first priority security interest (subject to the security interest of the Insurer pursuant to the Insurance Agreement) in the Financed Vehicles and the proceeds thereof.

CONVEYANCE OF CONTRACTS. (a) In consideration of the Issuer's delivery of the authenticated Notes and Certificates Notes, in an aggregate amount equal to $400,000,000, to or upon the order of the Seller, effective upon the Closing Date, the Seller hereby sells, grants, transfers, conveys and assigns to the Issuer, without recourse (except as expressly provided in Section 2.03 hereof), all of the right, title and interest of the Seller in, to and under: (i) the Funded Contracts listed in the Schedule of Contracts; (ii) all monies received under the Funded Contracts on or after the related Cut-Off Date; (iii) all Net Liquidation Proceeds and Net Insurance Proceeds with respect to any Financed Vehicle to which a Funded Contract relates received on or after the related Cut-Off Date; (iv) the Contract Documents and Contract Files relating to the Funded Contracts (except the Contract Documents and Contract Files for Funded Contracts which have been the subject of a Full Prepayment received on or after the related Cut-Off Date but no later than two Business Days prior to the Closing Date, in lieu of which the Seller shall have deposited in or credited to the Collection Account on or prior to the Closing Date an amount equal to such Full Prepayment); (v) the Trust Accounts and all amounts, financial assets and investment property held therein or credited thereto, including, if applicable, all Eligible Investments credited thereto (but excluding (A) the Payahead Account and all amounts, financial assets and investment property held therein or credited thereto, including all Eligible Investments credited thereto and (B) investment income credited to the Collection Account); (vi) the right of the Seller, as purchaser under the Purchase Agreement, to cause Onyx as seller thereunder to repurchase Funded Contracts listed in the Schedule of Contracts under certain circumstances; (vii) any and all security interests of the Seller in the Financed Vehicles and the rights to receive proceeds from claims on certain insurance policies covering the Financed Vehicles or the individual Obligors under each related Funded Contract; (viii) the Seller's right to proceeds under the Blanket Insurance Policy with respect to the Funded Contracts; and (ix) all proceeds in any way delivered with respect to the foregoing, all rights to payments with respect to the foregoing and all rights to enforce the foregoing. (b) Subject to the conditions set forth in Section 2.01(c), in consideration of the Issuer's delivery of authenticated Notes, in an aggregate amount equal to $400,000,000, to or upon the order of the Seller, effective upon the Closing Date, the Seller hereby sells, grants, transfers, conveys and assigns to the Issuer, without recourse (except as expressly provided in Section 2.03 hereof) effective upon delivery to the Issuer on the related Prefunding Transfer Date against payment therefor from the Prefunding Account in accordance Section 4.07(b), all of the right, title and interest of the Seller in, to and under: (i) all Prefunded Contracts listed on each Transfer Certificate; (ii) all monies received under the Prefunded Contracts on or after the related Prefunding Cut-Off Date; (iii) all Net Liquidation Proceeds and Net Insurance Proceeds with respect to any Financed Vehicle to which a Prefunded Contract relates received on or after the related Prefunding Cut-Off Date; (iv) the Contract Documents and Contract Files relating to the Prefunded Contracts; (v) the right of the Seller, as purchaser under the Purchase Agreement, to cause Onyx as seller thereunder to repurchase Prefunded Contracts listed on any Transfer Certificate under certain circumstances; (vi) any and all security interests of the Seller in the related Financed Vehicles and the rights to receive proceeds from claims on certain insurance policies covering such Financed Vehicles or the individual Obligors under each related Prefunded Contract; (vii) the Seller's right to proceeds under the Blanket Insurance Policy with respect to the Prefunded Contracts; and (viii) all proceeds in any way delivered with respect to the foregoing, all rights to payments with respect to the foregoing and all rights to enforce the foregoing. The foregoing items of property listed in this Section 2.01Sections 2.01(a) and (b), together with the rights of the Indenture Trustee under the Policy, are collectively referred to as the "TRUST PROPERTY". In addition, on or prior to the Closing Date, the Seller shall cause the Insurer to deliver the Policy to the Indenture Trustee for the benefit of the SecurityholdersNoteholders. It is the intention of the Seller and the Issuer that the assignment and transfer herein contemplated constitute (and shall be construed and treated for all purposes as) a true and complete sale of the Trust Property (other than the Spread Account and the Policy), conveying good title thereto free and clear of any liens and encumbrances, from the Seller to the Issuer. However, in the event that such conveyance is deemed to be a pledge to secure a loan (in spite of the express intent of the parties hereto that this conveyance constitutes, and shall be construed and treated for all purposes, as a true and complete sale), the Seller hereby grants to the Issuer, for the benefit of the Securityholders Noteholders and the Insurer, a first priority perfected security interest in all of the Seller's right, title and interest in the Trust Property whether now existing or hereafter created and all proceeds of the foregoing to secure the loan deemed to be made in connection with such pledge and, in such event, this Agreement shall constitute a security agreement under applicable law. (bc) The sale and assignment of the Prefunded Contracts and the other property and rights related thereto described in Section 2.01(b) shall be subject to the satisfaction of each of the following conditions, as well as the conditions set forth in Section 4.08, as of the related Prefunding Transfer Date, as applicable: (i) the Seller shall have delivered to the Custodian, on behalf of the Issuer, the Prefunded Contracts, and the Seller shall have delivered to the Issuer, the Indenture Trustee and the Insurer, on the Business Day immediately preceding the related Prefunding Transfer Date, a duly executed Transfer Certificate, substantially in the form of Exhibit C- 1; (ii) the Servicer and the Seller shall certify to the Indenture Trustee and the Insurer that, as of the Prefunding Transfer Date, the Servicer and the Seller, respectively, were not insolvent nor were they made insolvent by such transfer nor were they aware of any such pending insolvency; (iii) the Seller shall certify to the Indenture Trustee and the Insurer that the addition of such Prefunded Contracts will not result in a material adverse tax consequence to the Issuer or the Noteholders; (iv) the Funding Period shall not have terminated; (v) the Seller and the Servicer shall certify to the Indenture Trustee and the Insurer that no selection procedures believed by the Seller or the Servicer to be adverse to the interests of the Noteholders or the Insurer shall have been utilized in selecting the Prefunded Contracts; (vi) the Seller and the Insurer shall not have been advised by either Rating Agency on or before the Business Day immediately preceding such Prefunding Transfer Date that the conveyance of the Prefunded Contracts would result in a qualification, modification or withdrawal of its then current rating of the Notes without regard to the Policy; (vii) the weighted average APR (using the Recomputed Yield for the Rule of 78's Contracts) of the Contracts (after giving effect to the purchase of the related Prefunded Contracts) shall not be less than 12.62%; (viii) less than 20% of the Prefunded Contracts transferred by the Seller to the Issuer since the Closing Date, including all Prefunded Contracts being transferred on such Prefunding Transfer Date, shall have an original term to maturity of more than 60 months and the weighted average remaining term of all Contracts (including the Prefunded Contracts) as of such Prefunding Transfer Date shall not be greater than 59 months; (ix) if the balance in the Prefunding Account prior to such Prefunding Transfer Date exceeds $30,000,000, the aggregate Outstanding Principal Balance, as of the related Prefunding Cut-Off Date, of the Prefunded Contracts to be conveyed by the Seller to the Issuer on such Prefunding Transfer Date shall equal or exceed $10,000,000 and the Insurer shall have consented to such transfer; (x) at least three Business Days prior to each Prefunding Transfer Date, the Seller shall have delivered to the Rating Agencies and the Insurer pool stratification data (including data with respect to when the first scheduled payment is due under each such Prefunded Contract) relating to the Prefunded Contracts to be conveyed by the Seller to the Issuer on such Prefunding Transfer Date, in the form of stratification data delivered to the Rating Agencies and the Insurer with respect to the Funded Contracts, and, as of the related Prefunding Cut-Off Date, shall have certified that the information contained therein is true and correct; and (xi) The first scheduled monthly payment for at least 50% of the Prefunded Contracts (by Outstanding Principal Balance as of the related Prefunding Cut-Off Date) shall be due on or before June 30, 2001. (d) As of the Closing Date, the Issuer acknowledges the conveyance to it of the Trust Property from the Seller, including all right, title and interest of the Seller in and to the Trust Property, receipt of which is hereby acknowledged by the Issuer. Concurrently with such delivery and in exchange therefor, the Issuer has pledged to the Indenture Trustee, for the benefit of the Securityholders Noteholders and the Insurer, the Trust Property and the Indenture Trustee, pursuant to the written instructions of the Issuer, has executed and caused to be authenticated and delivered the Notes to the Seller or its designee, upon the order of the Issuer. In addition, concurrently with such delivery and in exchange therefor, the Owner Trustee, pursuant to the instructions of the Seller, has executed (not in its individual capacity, but solely as Owner Trustee on behalf of the Issuer) and caused to be authenticated and delivered the Certificates to the Seller or its designee, upon the order of the Seller. (ce) In connection with the sale of the Contracts pursuant to the Purchase Agreement, Onyx has filed with the office of the Secretary of State of the State of California a UCC-1 financing statement naming Onyx as debtor, naming the Seller as secured party and including the Contracts in the description of the collateral. In connection with the sale of the Contracts pursuant to this Agreement, the Seller has filed or caused to be filed with the Secretary of State of the State of California a UCC-1 financing statement naming the Seller as debtor, naming the Issuer as secured party, naming the Indenture Trustee, on behalf of the Noteholders, as assignee, and including the Contracts in the description of the collateral. In connection with the pledge of the Contracts pursuant to the Indenture, the Trust has filed with the offices of the Secretary of State of the State of Delaware UCC-1 financing statements naming the Trust as debtor and the Indenture Trustee, on behalf of the Noteholders and the Insurer, as secured party. The grant of a security interest to the Indenture Trustee and the rights of the Indenture Trustee in the Contracts shall be governed by the Indenture. The Seller shall have caused UCC-2 termination statements to have been filed with the office of Secretary of State of the State of California terminating any effective UCC-1 financing statements with respect to any outstanding security interests in the Contracts. (df) From time to time, the Servicer shall cause to be taken such actions as are necessary to continue the perfection of the respective interests of the Trust and the Indenture Trustee in the Contracts and to continue the first priority security interest of the Indenture Trustee in the Financed Vehicles and their proceeds (other than, as to such priority, any statutory lien arising by operation of law after the Closing Date which is prior to such interest), including, without limitation, the filing of financing statements, amendments thereto or continuation statements and the making of notations on records or documents of title. (eg) If any change in the name, identity or corporate structure of the Seller or Onyx or the relocation of the chief executive office of either of them would make any financing or continuation statement or notice of lien filed under this Agreement or the other Basic Documents misleading within the meaning of applicable provisions of the UCC or any title statute, the Servicer, within the time period required by applicable law, shall file such financing statements or amendments as may be required to preserve and protect the interests of the Trust, the Indenture Trustee, the Securityholders Noteholders and the Insurer in the Contracts, the related Financed Vehicles and the proceeds thereof. Promptly thereafter, the Servicer shall deliver to the Trust, the Indenture Trustee and the Insurer an Opinion of Counsel stating that, in the opinion of such counsel, all financing statements or amendments necessary fully to preserve and protect the interests of the Trust, the Indenture Trustee, the Securityholders Noteholders and the Insurer in the Contracts, the related Financed Vehicles and the proceeds thereof have been filed, and reciting the details of such filings. (fh) During the term of this Agreement, the Seller and Onyx shall each maintain its chief executive office in one of the states of the United States. (gi) The Servicer shall pay all reasonable costs and disbursements in connection with the perfection and the maintenance of perfection, as against all third parties, of the Indenture Trustee's right, title and interest in and to the Contracts and in connection with maintaining the first priority security interest (subject to the security interest of the Insurer pursuant to the Insurance Agreement) in the Financed Vehicles and the proceeds thereof. (j) On the Prefunding Closing Date, the Seller shall: (i) deliver a certificate from each secured creditor of the Seller confirming that such creditor has no claim of any security interest in any of the Prefunded Contracts transferred during the Funding Period; (ii) deliver to each Rating Agency, the Insurer and the Indenture Trustee a Prefunding Closing Date Certificate; (iii) deliver to each Rating Agency, the Insurer and the Indenture Trustee an Opinion of Counsel with respect to the absence of negative tax consequences to the Trust, the characterization of the transfer of the Prefunded Contracts and the perfection of the Indenture Trustee's interest on behalf of the Noteholders; (iv) deliver to each Rating Agency, the Insurer and the Indenture Trustee with respect to any state (other than California) in which 10% or more of the Contracts (including the Prefunded Contracts), by Outstanding Principal Balance, were originated, an opinion with respect to the perfection of the security interest of the Indenture Trustee in the Financed Vehicles securing the Contracts originated in such state; and (v) deliver to the Insurer an Opinion of Counsel to the effect that Onyx is duly qualified as a foreign corporation to do business, and is in good standing, in each of the states in which Prefunded Contracts have been originated. Failure to comply with any of the conditions set forth in this Section 2.01(j) on the Prefunding Closing Date shall be deemed to be a breach of a representation and warranty with respect to each of the Prefunded Contracts to which such failed conditions relate as of the Prefunding Closing Date.

CONVEYANCE OF CONTRACTS. (a) In consideration of the Issuer's delivery of the authenticated Notes and Certificates Certificates, in an aggregate amount equal to $390,000,000, to or upon the order of the Seller, effective upon the Closing Date, the Seller hereby sells, grants, transfers, conveys and assigns to the Issuer, without recourse (except as expressly provided in Section 2.03 hereof), all of the right, title and interest of the Seller in, to and under: (i) the Funded Contracts listed in the Schedule of Contracts; (ii) all monies received under the Funded Contracts on or after the related Cut-Off Date; (iii) all Net Liquidation Proceeds and Net Insurance Proceeds with respect to any Financed Vehicle to which a Funded Contract relates received on or after the related Cut-Off Date; (iv) the Contract Documents and Contract Files relating to the Funded Contracts (except the Contract Documents and Contract Files for Funded Contracts which have been the subject of a Full Prepayment received on or after the related Cut-Off Date but no later than two Business Days prior to the Closing Date, in lieu of which the Seller shall have deposited in or credited to the Collection Account on or prior to the Closing Date an amount equal to such Full Prepayment); (v) the Trust Accounts and all amounts, financial assets and investment property held therein or credited thereto, including, if applicable, all Eligible Investments credited thereto (but excluding (A) the Payahead Account and all amounts, financial assets and investment property held therein or credited thereto, including all Eligible Investments credited thereto and (B) investment income credited to the Collection Account); (vi) the right of the Seller, as purchaser under the Purchase Agreement, to cause Onyx as seller thereunder to repurchase Funded Contracts listed in the Schedule of Contracts under certain circumstances; (vii) any and all security interests of the Seller in the Financed Vehicles and the rights to receive proceeds from claims on certain insurance policies covering the Financed Vehicles or the individual Obligors under each related Funded Contract; (viii) the Seller's right to proceeds under the Blanket Insurance Policy with respect to the Funded Contracts; and (ix) all proceeds in any way delivered with respect to the foregoing, all rights to payments with respect to the foregoing and all rights to enforce the foregoing. (b) Subject to the conditions set forth in Section 2.01(c), in consideration of the Issuer's delivery of authenticated Notes and Certificates, in an aggregate amount equal to $390,000,000, to or upon the order of the Seller, effective upon the Closing Date, the Seller hereby sells, grants, transfers, conveys and assigns to the Issuer, without recourse (except as expressly provided in Section 2.03 hereof) effective upon delivery to the Issuer on the related Prefunding Transfer Date against payment therefor from the Prefunding Account in accordance Section 4.07(b), all of the right, title and interest of the Seller in, to and under: (i) all Prefunded Contracts listed on each Transfer Certificate; (ii) all monies received under the Prefunded Contracts on or after the related Prefunding Cut-Off Date; (iii) all Net Liquidation Proceeds and Net Insurance Proceeds with respect to any Financed Vehicle to which a Prefunded Contract relates received on or after the related Prefunding Cut-Off Date; (iv) the Contract Documents and Contract Files relating to the Prefunded Contracts; (v) the right of the Seller, as purchaser under the Purchase Agreement, to cause Onyx as seller thereunder to repurchase Prefunded Contracts listed on any Transfer Certificate under certain circumstances; (vi) any and all security interests of the Seller in the related Financed Vehicles and the rights to receive proceeds from claims on certain insurance policies covering such Financed Vehicles or the individual Obligors under each related Prefunded Contract; (vii) the Seller's right to proceeds under the Blanket Insurance Policy with respect to the Prefunded Contracts; and (viii) all proceeds in any way delivered with respect to the foregoing, all rights to payments with respect to the foregoing and all rights to enforce the foregoing. The foregoing items of property listed in this Section 2.01Sections 2.01(a) and (b), together with the rights of the Indenture Trustee under the Policy, are collectively referred to as the "TRUST PROPERTY". In addition, on or prior to the Closing Date, the Seller shall cause the Insurer to deliver the Policy to the Indenture Trustee for the benefit of the Securityholders. It is the intention of the Seller and the Issuer that the assignment and transfer herein contemplated constitute (and shall be construed and treated for all purposes as) a true and complete sale of the Trust Property (other than the Spread Account and the Policy), conveying good title thereto free and clear of any liens and encumbrances, from the Seller to the Issuer. However, in the event that such conveyance is deemed to be a pledge to secure a loan (in spite of the express intent of the parties hereto that this conveyance constitutes, and shall be construed and treated for all purposes, as a true and complete sale), the Seller hereby grants to the Issuer, for the benefit of the Securityholders and the Insurer, a first priority perfected security interest in all of the Seller's right, title and interest in the Trust Property whether now existing or hereafter created and all proceeds of the foregoing to secure the loan deemed to be made in connection with such pledge and, in such event, this Agreement shall constitute a security agreement under applicable law. (bc) The sale and assignment of the Prefunded Contracts and the other property and rights related thereto described in Section 2.01(b) shall be subject to the satisfaction of each of the following conditions, as well as the conditions set forth in Section 4.08, as of the related Prefunding Transfer Date, as applicable: (i) the Seller shall have delivered to the Custodian, on behalf of the Issuer, the Prefunded Contracts, and the Seller shall have delivered to the Issuer, the Indenture Trustee and the Insurer a duly executed Transfer Certificate, substantially in the form of Exhibit C-1; (ii) the Servicer and the Seller shall certify to the Indenture Trustee and the Insurer that, as of the Prefunding Transfer Date, the Servicer and the Seller, respectively, were not insolvent nor were they made insolvent by such transfer nor were they aware of any such pending insolvency; (iii) the Seller shall certify to the Indenture Trustee and the Insurer that the addition of such Prefunded Contracts will not result in a material adverse tax consequence to the Issuer or the Securityholders; (iv) the Funding Period shall not have terminated; (v) the Seller and the Servicer shall certify to the Indenture Trustee and the Insurer that no selection procedures believed by the Seller or the Servicer to be adverse to the interests of the Securityholders or the Insurer shall have been utilized in selecting the Prefunded Contracts; (vi) the Seller and the Insurer shall not have been advised by either Rating Agency on or before the Business Day immediately preceding such Prefunding Transfer Date that the conveyance of the Prefunded Contracts would result in a qualification, modification or withdrawal of its then current rating of the Securities without regard to the Policy; (vii) the weighted average APR (using the Recomputed Yield for the Rule of 78's Contracts) of the Contracts (after giving effect to the purchase of the related Prefunded Contracts) shall not be less than 13.75%; (viii) less than 20% of the Prefunded Contracts transferred by the Seller to the Issuer since the Closing Date, including all Prefunded Contracts being transferred on such Prefunding Transfer Date, shall have an original term to maturity of more than 60 months and the weighted average remaining term of all Contracts (including the Prefunded Contracts) as of such Prefunding Transfer Date shall not be greater than 59 months; (ix) if the balance in the Prefunding Account prior to such Prefunding Transfer Date exceeds $30,000,000, the aggregate Outstanding Principal Balance, as of the related Prefunding Cut-Off Date, of the Prefunded Contracts to be conveyed by the Seller to the Issuer on such Prefunding Transfer Date shall equal or exceed $10,000,000 and the Insurer shall have consented to such transfer; and (x) within three Business Days prior to each Prefunding Transfer Date, the Seller shall have delivered to the Rating Agencies and the Insurer pool stratification data (including data with respect to when the first scheduled payment is due under each such Prefunded Contract) relating to the Prefunded Contracts to be conveyed by the Seller to the Issuer on such Prefunding Transfer Date, in the form of stratification data delivered to the Rating Agencies and the Insurer with respect to the Funded Contracts, and, as of the related Prefunding Cut-Off Date, shall have certified that the information contained therein is true and correct. (d) As of the Closing Date, the Issuer acknowledges the conveyance to it of the Trust Property from the Seller, including all right, title and interest of the Seller in and to the Trust Property, receipt of which is hereby acknowledged by the Issuer. Concurrently with such delivery and in exchange therefor, the Issuer has pledged to the Indenture Trustee, for the benefit of the Securityholders and the Insurer, the Trust Property and the Indenture Trustee, pursuant to the written instructions of the Issuer, has executed and caused to be authenticated and delivered the Notes to the Seller or its designee, upon the order of the Issuer. In addition, concurrently with such delivery and in exchange therefor, the Owner Trustee, pursuant to the instructions of the Seller, has executed (not in its individual capacity, but solely as Owner Trustee on behalf of the Issuer) and caused to be authenticated and delivered the Certificates to the Seller or its designee, upon the order of the Seller. (ce) In connection with the sale of the Contracts pursuant to the Purchase Agreement, Onyx has filed with the office of the Secretary of State of the State of California a UCC-1 financing statement naming Onyx as debtor, naming the Seller as secured party and including the Contracts in the description of the collateral. In connection with the sale of the Contracts pursuant to this Agreement, the Seller has filed or caused to be filed with the Secretary of State of the State of California a UCC-1 financing statement naming the Seller as debtor, naming the Issuer as secured party, naming the Indenture Trustee, on behalf of the Noteholders, as assignee, and including the Contracts in the description of the collateral. In connection with the pledge of the Contracts pursuant to the Indenture, the Trust has filed with the offices of the Secretary of State of the State of Delaware UCC-1 financing statements naming the Trust as debtor and the Indenture Trustee, on behalf of the Noteholders and the Insurer, as secured party. The grant of a security interest to the Indenture Trustee and the rights of the Indenture Trustee in the Contracts shall be governed by the Indenture. The Seller shall have caused UCC-2 termination statements to have been filed with the office of Secretary of State of the State of California terminating any effective UCC-1 financing statements with respect to any outstanding security interests in the Contracts. (df) From time to time, the Servicer shall cause to be taken such actions as are necessary to continue the perfection of the respective interests of the Trust and the Indenture Trustee in the Contracts and to continue the first priority security interest of the Indenture Trustee in the Financed Vehicles and their proceeds (other than, as to such priority, any statutory lien arising by operation of law after the Closing Date which is prior to such interest), including, without limitation, the filing of financing statements, amendments thereto or continuation statements and the making of notations on records or documents of title. (eg) If any change in the name, identity or corporate structure of the Seller or Onyx or the relocation of the chief executive office of either of them would make any financing or continuation statement or notice of lien filed under this Agreement or the other Basic Documents misleading within the meaning of applicable provisions of the UCC or any title statute, the Servicer, within the time period required by applicable law, shall file such financing statements or amendments as may be required to preserve and protect the interests of the Trust, the Indenture Trustee, the Securityholders and the Insurer in the Contracts, the related Financed Vehicles and the proceeds thereof. Promptly thereafter, the Servicer shall deliver to the Trust, the Indenture Trustee and the Insurer an Opinion of Counsel stating that, in the opinion of such counsel, all financing statements or amendments necessary fully to preserve and protect the interests of the Trust, the Indenture Trustee, the Securityholders and the Insurer in the Contracts, the related Financed Vehicles and the proceeds thereof have been filed, and reciting the details of such filings. (fh) During the term of this Agreement, the Seller and Onyx shall each maintain its chief executive office in one of the states of the United States. (gi) The Servicer shall pay all reasonable costs and disbursements in connection with the perfection and the maintenance of perfection, as against all third parties, of the Indenture Trustee's right, title and interest in and to the Contracts and in connection with maintaining the first priority security interest (subject to the security interest of the Insurer pursuant to the Insurance Agreement) in the Financed Vehicles and the proceeds thereof. (j) On the Prefunding Closing Date, the Seller shall: (i) deliver a certificate from each secured creditor of the Seller confirming that such creditor has no claim of any security interest in any of the Prefunded Contracts transferred during the Funding Period; (ii) deliver to each Rating Agency, the Insurer and the Indenture Trustee a Prefunding Closing Date Certificate; (iii) deliver to each Rating Agency, the Insurer and the Indenture Trustee an Opinion of Counsel with respect to the absence of negative tax consequences to the Trust, the characterization of the transfer of the Prefunded Contracts and the perfection of the Indenture Trustee's interest on behalf of the Securityholders; (iv) deliver to each Rating Agency, the Insurer and the Indenture Trustee with respect to any state (other than California) in which 10% or more of the Contracts (including the Prefunded Contracts), by Outstanding Principal Balance, were originated, an opinion with respect to the perfection of the security interest of the Indenture Trustee in the Financed Vehicles securing the Contracts originated in such state; and (v) deliver to the Insurer an Opinion of Counsel to the effect that Onyx is duly qualified as a foreign corporation to do business, and is in good standing, in each of the states in which Prefunded Contracts have been originated. Failure to comply with any of the conditions set forth in this Section 2.01(j) on the Prefunding Closing Date shall be deemed to be a breach of a representation and warranty with respect to each of the Prefunded Contracts to which such failed conditions relate as of the Prefunding Closing Date.

CONVEYANCE OF CONTRACTS. (a) In consideration of the Issuer's delivery of the authenticated Notes and Certificates to or upon the order of the Seller, effective upon the Closing Date, the Seller hereby sells, grants, transfers, conveys and assigns to the Issuer, without recourse (except as expressly provided in Section 2.03 hereof), all of the right, title and interest of the Seller in, to and under: (i) the Contracts listed in the Schedule of Contracts; (ii) all monies received under the with respect to all Contracts on or after the Cut-Off Date, including any Purchase Amounts; (iii) all Net Liquidation Proceeds and Net Insurance Proceeds with respect to any Financed Vehicle to which a Contract relates received on or after the Cut-Off Date; (iv) all documents relating to the Contracts, the Contract Documents and Contract Files relating to the Contracts (except the Contract Documents Contracts, including all servicing records in hard and Contract Files for Contracts which have been the subject of a Full Prepayment received on or after the Cut-Off Date but no later than two Business Days prior to the Closing Date, in lieu of which the Seller shall have deposited in or credited to the Collection Account on or prior to the Closing Date an amount equal to such Full Prepayment)electronic form; (v) all rights of the Trust Accounts and all amounts, financial assets and investment property held therein or credited thereto, including, if applicable, all Eligible Investments credited thereto Seller (but excluding (Anot its obligations) under the Payahead Account and all amounts, financial assets and investment property held therein or credited thereto, including all Eligible Investments credited thereto and (B) investment income credited to the Collection Account)Receivables Purchase Agreement; (vi) the right of the Seller, as purchaser under the Purchase Agreement, to cause Onyx as seller thereunder to repurchase Contracts listed in the Schedule of Contracts under certain circumstances; (vii) any and all security interests of the Seller in the Financed Vehicles and the rights to receive proceeds from claims on certain any insurance policies covering the Financed Vehicles or the individual Obligors under each related Contract; (viii) the Seller's right to proceeds under the Blanket Insurance Policy with respect to the Contracts; and (ixvii) all proceeds in any way delivered with respect to the foregoing, all rights to payments with respect to the foregoing and all rights to enforce the foregoing. The foregoing items of property listed in this Section 2.012.01(a) (the "Conveyed Property"), together with the rights of the Indenture Trustee under the PolicyTrust Account Property, are collectively referred to herein as the "TRUST PROPERTYTrust Property". In addition, on or prior to the Closing Date, the Seller Issuer shall cause the Insurer to deliver issue the Policy to the Indenture Trustee for the benefit of the SecurityholdersInsurance Policy. It is the intention of the Seller and the Issuer that the assignment and transfer contemplated herein contemplated constitute (and shall be construed and treated for all purposes as) a true and complete sale of the Trust Property (other than the Spread Account and the Policy)Conveyed Property, conveying good title thereto free and clear of any liens and encumbrances, from the Seller to the Issuer. However, in the event that such conveyance is deemed to be a pledge to secure a loan (in spite of the express intent of the parties hereto that this conveyance constitutes, and shall be construed and treated for all purposes, purposes as a true and complete sale), the Seller hereby grants to the Issuer, for the benefit of the Securityholders Noteholders and the Insurer, a security interest which security interest shall be a first priority perfected security interest in all of the Seller's right, title and interest in in, to and under the Trust Property whether now existing or hereafter created and all proceeds of the foregoing to secure the loan deemed to be made in connection with such pledge and, in such event, this Agreement shall constitute a security agreement under applicable law. (b) As of the Closing Date, the Issuer acknowledges the conveyance to it of the Trust Conveyed Property from the Seller, including all right, title and interest of the Seller in in, to and to under the Trust Conveyed Property, receipt of which is hereby acknowledged by the Issuer. Concurrently with such delivery conveyance and in exchange therefor, the Issuer has pledged to the Indenture Trustee, for the benefit of the Securityholders Noteholders and the Insurer, the Trust Property Property, and the Indenture Trustee, pursuant to the written instructions of the Issuer, has executed and caused to be authenticated and delivered the Notes to the Seller or its designee, upon the order of the Issuer. In addition, concurrently with such delivery and in exchange therefor, the Owner Trustee, pursuant to the instructions of the Seller, has executed (not in its individual capacity, but solely as Owner Trustee on behalf of the Issuer) and caused to be authenticated and delivered delivered, the Certificates Residual Interest Certificate to the Seller or its designeeSeller, upon the order of the Seller. (c) In connection with the sale of the Contracts pursuant to the Receivables Purchase Agreement, Onyx AutoNation Financial Services has filed with the office of the Secretary of State of the State of California Florida a UCC-1 financing statement naming Onyx AutoNation Financial Services as debtor, naming the Seller as secured party and the Indenture Trustee as assignee and including the Contracts in the description of the collateral. In connection with the sale of the Contracts pursuant to this Agreement, the Seller has filed or caused to be filed with the Secretary of State of the State of California Florida a UCC-1 financing statement naming the Seller as debtor, naming the Issuer as secured party, party and naming the Indenture Trustee, on behalf of the NoteholdersNoteholders and the Insurer, as assignee, and including the Contracts in the description of the collateral. In connection with the pledge of the Contracts pursuant to the Indenture, the Trust has filed or caused to be filed with the offices of the Secretary of State of the State of Delaware UCC-1 financing statements naming the Trust as debtor and the Indenture Trustee, on behalf of the Noteholders and the Insurer, as secured party. The grant of a security interest to the Indenture Trustee and the rights of the Indenture Trustee in the Contracts shall be governed by the Indenture. The Seller shall have caused UCC-2 termination statements to have been filed with the office of Secretary of State of the State of California Florida terminating any effective UCC-1 financing statements with respect to any outstanding security interests in the Contracts. (d) From time to time, the Servicer shall cause to be taken such actions as are necessary to continue the perfection of the respective interests of the Trust and the Indenture Trustee in the Contracts and to continue the first priority security interest of the Indenture Trustee Originator in the Financed Vehicles and their proceeds and the effectiveness of the assignment of the security interest in the Financed Vehicles and their proceeds to the Indenture Trustee (other than, as to such priority, any statutory lien arising by operation of law after the Closing Date which is prior to such interest), including, without limitation, the filing of financing statements, amendments thereto or continuation statements and the making of notations on records or documents of title; provided, however, the Servicer will not be required to submit the Title Documents for retitling in the name of the Indenture Trustee except as provided in Section 3.04(b). (e) If any change in the nameThe Owner Trustee, identity or corporate structure on behalf of the Seller or Onyx or the relocation of the chief executive office of either of them would make any financing or continuation statement or notice of lien filed under this Agreement or the other Basic Documents misleading within the meaning of applicable provisions of the UCC or any title statute, the Servicer, within the time period required by applicable law, shall file such financing statements or amendments as may be required to preserve Issuer and protect the interests of the Trust, the Indenture Trustee, hereby authorizes the Securityholders Servicer, and the Insurer Servicer hereby agrees, to take such steps as are necessary to re-perfect such security interest in the Contractsevent of the relocation of a Financed Vehicle or for any other reason, in either case, when the Servicer has knowledge of the need for such re-perfection. In the event that the assignment of a security interest in a Contract by the Servicer, as Originator, to the Seller pursuant to the Receivables Purchase Agreement, by the Seller to the Issuer pursuant to the terms of this Agreement and by the Issuer to the Indenture Trustee pursuant to the Indenture is insufficient without a notation on the related Financed Vehicles Vehicle's certificate of title, or without fulfilling any additional administrative requirements under the laws of the State in which the Financed Vehicle is located, to assign to the Indenture Trustee a perfected security interest in the related Financed Vehicle, the Seller and the proceeds thereof. Promptly thereafter, Servicer hereby agree that the Servicer shall deliver Originator's listing as the secured party on the certificate of title is deemed to the Trust, be in its capacity as agent of the Indenture Trustee and the Insurer an Opinion Servicer further agrees to hold or cause to be held such certificate of Counsel stating thattitle as the Indenture Trustee's agent and custodian; provided, in however, that the opinion of such counselServicer shall not, all financing statements or amendments necessary fully to preserve and protect nor shall the interests of the TrustOwner Trustee, the Indenture Trustee, Trustee or the Securityholders and Noteholders have the Insurer in right to require that the Contracts, Servicer make any such notation on the related Financed Vehicles and Vehicle's certificate of title or fulfill any such additional administrative requirements of the proceeds thereof have been filedlaws of the State in which a Financed Vehicle is located, and reciting the details of such filingsexcept as otherwise provided in Section 3.04. (f) During the term of this Agreement, the Seller and Onyx AutoNation Financial Services shall each maintain its chief executive office in one of the states States of the United States. (g) The Servicer shall pay all reasonable costs and disbursements in connection with the perfection and the maintenance of perfection, as against all third parties, of the Indenture Trustee's right, title and interest in and to the Contracts and in connection with maintaining the first priority security interest (subject to the security interest of the Insurer pursuant to the Insurance Agreement) Indenture Trustee in the Financed Vehicles and the proceeds thereof; provided, however, the parties acknowledge that the Title Documents will not be submitted for retitling in the name of the Indenture Trustee as secured party except as provided in Section 3.04(b).

CONVEYANCE OF CONTRACTS. (a) In consideration of the Issuer's delivery of the authenticated Notes and Certificates Notes, in an aggregate amount equal to $400,000,000, to or upon the order of the Seller, effective upon the Closing Date, the Seller hereby sells, grants, transfers, conveys and assigns to the Issuer, without recourse (except as expressly provided in Section 2.03 hereof), all of the right, title and interest of the Seller in, to and under: (i) the Funded Contracts listed in the Schedule of Contracts; (ii) all monies received under the Funded Contracts on or after the related Cut-Off Date; (iii) all Net Liquidation Proceeds and Net Insurance Proceeds with respect to any Financed Vehicle to which a Funded Contract relates received on or after the related Cut-Off Date; (iv) the Contract Documents and Contract Files relating to the Funded Contracts (except the Contract Documents and Contract Files for Funded Contracts which have been the subject of a Full Prepayment received on or after the related Cut-Off Date but no later than two Business Days prior to the Closing Date, in lieu of which the Seller shall have deposited in or credited to the Collection Account on or prior to the Closing Date an amount equal to such Full Prepayment); (v) the Trust Accounts and all amounts, financial assets and investment property held therein or credited thereto, including, if applicable, all Eligible Investments credited thereto (but excluding (A) the Payahead Account and all amounts, financial assets and investment property held therein or credited thereto, including all Eligible Investments credited thereto and (B) investment income credited to the Collection Account); (vi) the right of the Seller, as purchaser under the Purchase Agreement, to cause Onyx as seller thereunder to repurchase Funded Contracts listed in the Schedule of Contracts under certain circumstances; (vii) any and all security interests of the Seller in the Financed Vehicles and the rights to receive proceeds from claims on certain insurance policies covering the Financed Vehicles or the individual Obligors under each related Funded Contract; (viii) the Seller's right to proceeds under the Blanket Insurance Policy with respect to the Funded Contracts; and (ix) all proceeds in any way delivered with respect to the foregoing, all rights to payments with respect to the foregoing and all rights to enforce the foregoing. (b) Subject to the conditions set forth in Section 2.01(c), in consideration of the Issuer's delivery of authenticated Notes, in an aggregate amount equal to $400,000,000, to or upon the order of the Seller, effective upon the Closing Date, the Seller hereby sells, grants, transfers, conveys and assigns to the Issuer, without recourse (except as expressly provided in Section 2.03 hereof) effective upon delivery to the Issuer on the related Prefunding Transfer Date against payment therefor from the Prefunding Account in accordance Section 4.07(b), all of the right, title and interest of the Seller in, to and under: (i) all Prefunded Contracts listed on each Transfer Certificate; (ii) all monies received under the Prefunded Contracts on or after the related Prefunding Cut-Off Date; (iii) all Net Liquidation Proceeds and Net Insurance Proceeds with respect to any Financed Vehicle to which a Prefunded Contract relates received on or after the related Prefunding Cut-Off Date; (iv) the Contract Documents and Contract Files relating to the Prefunded Contracts; (v) the right of the Seller, as purchaser under the Purchase Agreement, to cause Onyx as seller thereunder to repurchase Prefunded Contracts listed on any Transfer Certificate under certain circumstances; (vi) any and all security interests of the Seller in the related Financed Vehicles and the rights to receive proceeds from claims on certain insurance policies covering such Financed Vehicles or the individual Obligors under each related Prefunded Contract; (vii) the Seller's right to proceeds under the Blanket Insurance Policy with respect to the Prefunded Contracts; and (viii) all proceeds in any way delivered with respect to the foregoing, all rights to payments with respect to the foregoing and all rights to enforce the foregoing. The foregoing items of property listed in this Section 2.01Sections 2.01(a) and (b), together with the rights of the Indenture Trustee under the Policy, are collectively referred to as the "TRUST PROPERTY". In addition, on or prior to the Closing Date, the Seller shall cause the Insurer to deliver the Policy to the Indenture Trustee for the benefit of the SecurityholdersNoteholders. It is the intention of the Seller and the Issuer that the assignment and transfer herein contemplated constitute (and shall be construed and treated for all purposes as) a true and complete sale of the Trust Property (other than the Spread Account and the Policy), conveying good title thereto free and clear of any liens and encumbrances, from the Seller to the Issuer. However, in the event that such conveyance is deemed to be a pledge to secure a loan (in spite of the express intent of the parties hereto that this conveyance constitutes, and shall be construed and treated for all purposes, as a true and complete sale), the Seller hereby grants to the Issuer, for the benefit of the Securityholders Noteholders and the Insurer, a first priority perfected security interest in all of the Seller's right, title and interest in the Trust Property whether now existing or hereafter created and all proceeds of the foregoing to secure the loan deemed to be made in connection with such pledge and, in such event, this Agreement shall constitute a security agreement under applicable law. (bc) The sale and assignment of the Prefunded Contracts and the other property and rights related thereto described in Section 2.01(b) shall be subject to the satisfaction of each of the following conditions, as well as the conditions set forth in Section 4.08, as of the related Prefunding Transfer Date, as applicable: (i) the Seller shall have delivered to the Custodian, on behalf of the Issuer, the Prefunded Contracts, and the Seller shall have delivered to the Issuer, the Indenture Trustee and the Insurer, on the Business Day immediately preceding the related Prefunding Transfer Date, a duly executed Transfer Certificate, substantially in the form of Exhibit C-1; (ii) the Servicer and the Seller shall certify to the Indenture Trustee and the Insurer that, as of the Prefunding Transfer Date, the Servicer and the Seller, respectively, were not insolvent nor were they made insolvent by such transfer nor were they aware of any such pending insolvency; (iii) the Seller shall certify to the Indenture Trustee and the Insurer that the addition of such Prefunded Contracts will not result in a material adverse tax consequence to the Issuer or the Noteholders; (iv) the Funding Period shall not have terminated; (v) the Seller and the Servicer shall certify to the Indenture Trustee and the Insurer that no selection procedures believed by the Seller or the Servicer to be adverse to the interests of the Noteholders or the Insurer shall have been utilized in selecting the Prefunded Contracts; (vi) the Seller and the Insurer shall not have been advised by either Rating Agency on or before the Business Day immediately preceding such Prefunding Transfer Date that the conveyance of the Prefunded Contracts would result in a qualification, modification or withdrawal of its then current rating of the Notes without regard to the Policy; (vii) the weighted average APR (using the Recomputed Yield for the Rule of 78's Contracts) of the Contracts (after giving effect to the purchase of the related Prefunded Contracts) shall not be less than 8.85%; (viii) less than 25% of the Prefunded Contracts transferred by the Seller to the Issuer since the Closing Date, including all Prefunded Contracts being transferred on such Prefunding Transfer Date, shall have an original term to maturity of more than 60 months and the weighted average remaining term of all Contracts (including the Prefunded Contracts) as of such Prefunding Transfer Date shall not be greater than 62 months; (ix) if the balance in the Prefunding Account prior to such Prefunding Transfer Date exceeds $30,000,000, the aggregate Outstanding Principal Balance, as of the related Prefunding Cut-Off Date, of the Prefunded Contracts to be conveyed by the Seller to the Issuer on such Prefunding Transfer Date shall equal or exceed $10,000,000 and the Insurer shall have consented to such transfer; (x) at least three Business Days prior to each Prefunding Transfer Date, the Seller shall have delivered to the Rating Agencies and the Insurer pool stratification data (including data with respect to when the first scheduled payment is due under each such Prefunded Contract) relating to the Prefunded Contracts to be conveyed by the Seller to the Issuer on such Prefunding Transfer Date, in the form of stratification data delivered to the Rating Agencies and the Insurer with respect to the Funded Contracts, and, as of the related Prefunding Cut-Off Date, shall have certified that the information contained therein is true and correct; and (xi) The first scheduled monthly payment for at least 50% of the Prefunded Contracts (by Outstanding Principal Balance as of the related Prefunding Cut-Off Date) shall be due on or before July 31, 2003. (d) As of the Closing Date, the Issuer acknowledges the conveyance to it of the Trust Property from the Seller, including all right, title and interest of the Seller in and to the Trust Property, receipt of which is hereby acknowledged by the Issuer. Concurrently with such delivery and in exchange therefor, the Issuer has pledged to the Indenture Trustee, for the benefit of the Securityholders Noteholders and the Insurer, the Trust Property and the Indenture Trustee, pursuant to the written instructions of the Issuer, has executed and caused to be authenticated and delivered the Notes to the Seller or its designee, upon the order of the Issuer. In addition, concurrently with such delivery and in exchange therefor, the Owner Trustee, pursuant to the instructions of the Seller, has executed (not in its individual capacity, but solely as Owner Trustee on behalf of the Issuer) and caused to be authenticated and delivered the Certificates to the Seller or its designee, upon the order of the Seller. (ce) In connection with the sale of the Contracts pursuant to the Purchase Agreement, Onyx has filed with the office of the Secretary of State of the State of California Delaware a UCC-1 financing statement naming Onyx as debtor, naming the Seller as secured party and including the Contracts in the description of the collateral, such filing made in order to continue the effectiveness of a financing statement naming Onyx as debtor and the Seller as secured party filed with the office of the Secretary of State of the State of California prior to July 1, 2001. In connection with the sale of the Contracts pursuant to this Agreement, the Seller has filed or caused to be filed with the Secretary of State of the State of California Delaware a UCC-1 financing statement naming the Seller as debtor, naming the Issuer as secured party, naming the Indenture Trustee, on behalf of the Noteholders, as assignee, and including the Contracts in the description of the collateral. In connection with the pledge of the Contracts pursuant to the Indenture, the Trust has filed with the offices of the Secretary of State of the State of Delaware UCC-1 financing statements naming the Trust as debtor and the Indenture Trustee, on behalf of the Noteholders and the Insurer, as secured party. The grant of a security interest to the Indenture Trustee and the rights of the Indenture Trustee in the Contracts shall be governed by the Indenture. The Seller shall have caused UCC-2 termination statements UCC-3 partial releases to have been filed with the office of Secretary of State of the State of California terminating any effective UCC-1 financing statements Delaware with respect to any outstanding security interests in the Contracts. (df) From time to time, the Servicer shall cause to be taken such actions as are necessary to continue the perfection of the respective interests of the Trust and the Indenture Trustee in the Contracts and to continue the first priority security interest of the Indenture Trustee in the Financed Vehicles and their proceeds (other than, as to such priority, any statutory lien arising by operation of law after the Closing Date which is prior to such interest), including, without limitation, the filing of financing statements, amendments thereto or continuation statements and the making of notations on records or documents of title. (eg) If any change in the name, identity or corporate structure of the Seller or Onyx or the relocation of the chief executive office state of organization of either of them would make any financing or continuation statement or notice of lien filed under this Agreement or the other Basic Documents misleading within the meaning of applicable provisions of the UCC or any title statute, the Servicer, within the time period required by applicable law, shall file such financing statements or amendments as may be required to preserve and protect the interests of the Trust, the Indenture Trustee, the Securityholders Noteholders and the Insurer in the Contracts, the related Financed Vehicles and the proceeds thereof. Promptly thereafter, the Servicer shall deliver to the Trust, the Indenture Trustee and the Insurer an Opinion of Counsel stating that, in the opinion of such counsel, all financing statements or amendments necessary fully to preserve and protect the interests of the Trust, the Indenture Trustee, the Securityholders Noteholders and the Insurer in the Contracts, the related Financed Vehicles and the proceeds thereof have been filed, and reciting the details of such filings. (fh) During the term of this Agreement, the Seller and Onyx shall each maintain its chief executive office in continue to be an organization organized under the laws of one of the states of the United States. (gi) The Servicer shall pay all reasonable costs and disbursements in connection with the perfection and the maintenance of perfection, as against all third parties, of the Indenture Trustee's right, title and interest in and to the Contracts and in connection with maintaining the first priority security interest (subject to the security interest of the Insurer pursuant to the Insurance Agreement) in the Financed Vehicles and the proceeds thereof. (j) On the Prefunding Closing Date, the Seller shall: (i) deliver a certificate from each secured creditor of the Seller confirming that such creditor has no claim of any security interest in any of the Prefunded Contracts transferred during the Funding Period; (ii) deliver to each Rating Agency, the Insurer and the Indenture Trustee a Prefunding Closing Date Certificate; (iii) deliver to each Rating Agency, the Insurer and the Indenture Trustee an Opinion of Counsel with respect to the absence of negative tax consequences to the Trust, the characterization of the transfer of the Prefunded Contracts and the perfection of the Indenture Trustee's interest on behalf of the Noteholders; (iv) deliver to each Rating Agency, the Insurer and the Indenture Trustee with respect to any state (other than California) in which 10% or more of the Contracts (including the Prefunded Contracts), by Outstanding Principal Balance, were originated, an opinion with respect to the perfection of the security interest of the Indenture Trustee in the Financed Vehicles securing the Contracts originated in such state; and (v) deliver to the Insurer an Opinion of Counsel to the effect that Onyx is duly qualified as a foreign corporation to do business, and is in good standing, in each of the states in which Prefunded Contracts have been originated. Failure to comply with any of the conditions set forth in this Section 2.01(j) on the Prefunding Closing Date shall be deemed to be a breach of a representation and warranty with respect to each of the Prefunded Contracts to which such failed conditions relate as of the Prefunding Closing Date.

CONVEYANCE OF CONTRACTS. (a) In consideration of the Issuer's delivery of the authenticated Notes and Certificates to or upon the order of the BAFSB, as a Contract Seller, effective upon concurrently with the Closing Dateexecution and delivery hereof, the Seller does hereby sellstransfer, grantssell, transfersassign, conveys set over and assigns otherwise convey to the Issuer, Trustee without recourse (except as expressly provided in Section 2.03 hereof), i) all of the right, title and interest of the such Co ntract Seller in, in and to and under: (i) the Contracts listed in Exhibit A-1 of the Schedule Contract Schedule, as amended from time to time, (including the security interests created thereby), including all principal of Contracts; (ii) all monies received under the and interest due on or with respect to such Contracts on or after the Cut-Off Date; Date (iii) all Net Liquidation Proceeds other than payments of principal and Net Insurance Proceeds with respect to any Financed Vehicle to which a Contract relates received interest due on or after such Contracts before the Cut-Off Date; ), (ii) all of the rights under all Hazard Insurance Policies relating to the Manufactured Homes securing such Contracts for the benefit of the creditors under such Contracts, (iii) all documents contained in the Contract Files and in the Land Home Contract Files with respect to the related Contracts, and (iv) all proceeds of any of the foregoing. Bank of America, as a Contract Documents Seller, concurrently with the execution and delivery hereof, does hereby transfer, sell, assign, set over and otherwise convey to the Trustee without recourse (i) all of the right, title and interest of such Contract Files relating Seller in and to the Contracts (except listed in Exhibit A-2 of the Contract Documents Schedule, as amended from time to time, (including the security interests created thereby), including all principal of and Contract Files for interest due on or with respect to such Contracts which have been the subject of a Full Prepayment received on or after the Cut-Off Date but no later (other than two Business Days prior payments of principal and interest due on such Contracts before the Cut-Off Date), (ii) all of the rights under all Hazard Insurance Policies relating to the Closing Date, in lieu of which the Seller shall have deposited in or credited to the Collection Account on or prior to the Closing Date an amount equal to Manufactured Homes securing such Full Prepayment); (v) the Trust Accounts and all amounts, financial assets and investment property held therein or credited thereto, including, if applicable, all Eligible Investments credited thereto (but excluding (A) the Payahead Account and all amounts, financial assets and investment property held therein or credited thereto, including all Eligible Investments credited thereto and (B) investment income credited to the Collection Account); (vi) the right of the Seller, as purchaser under the Purchase Agreement, to cause Onyx as seller thereunder to repurchase Contracts listed in the Schedule of Contracts under certain circumstances; (vii) any and all security interests of the Seller in the Financed Vehicles and the rights to receive proceeds from claims on certain insurance policies covering the Financed Vehicles or the individual Obligors under each related Contract; (viii) the Seller's right to proceeds under the Blanket Insurance Policy with respect to the Contracts; and (ix) all proceeds in any way delivered with respect to the foregoing, all rights to payments with respect to the foregoing and all rights to enforce the foregoing. The foregoing items of property listed in this Section 2.01, together with the rights of the Indenture Trustee under the Policy, are collectively referred to as the "TRUST PROPERTY". In addition, on or prior to the Closing Date, the Seller shall cause the Insurer to deliver the Policy to the Indenture Trustee for the benefit of the Securityholders. It is creditors under such Contracts, (iii) all documents contained in the intention Contract Files and in the Land Home Contract Files with respect to the related Contracts, and (iv) all proceeds of any of the Seller foregoing. The ownership of each Contract and the Issuer that contents of the assignment related Contract File or Land Home Contract File, as applicable, and transfer herein contemplated constitute Servicing File are vested in the Trustee. The Servicer hereby disclaims any and all right, title and other ownership interest in and to the Contracts (including the security interests created thereby). The contents of each Contract File and, except as provided in Section 4.16(e), the contents of each Land Home Contract File, as applicable, and Servicing File are and shall be construed and treated for all purposes as) a true and complete sale of held by the Trust Property (other than the Spread Account and the Policy), conveying good title thereto free and clear of any liens and encumbrances, from the Seller to the Issuer. However, in the event that such conveyance is deemed to be a pledge to secure a loan (in spite of the express intent of the parties hereto that this conveyance constitutes, and shall be construed and treated for all purposes, as a true and complete sale), the Seller hereby grants to the Issuer, Servicer for the benefit of the Securityholders Trustee as the owner thereof (it being understood that the Servicer's possession of the contents of each Contract File or Land Home Contract File, as applicable, and Servicing File so retained is for the sole purpose of servicing the related Contract, and such retention and possession by the Servicer is in a custodial capacity only). Neither of the Contract Sellers nor the Servicer shall take any action inconsistent with the Trustee's ownership of the Contracts, and the InsurerContract Sellers and the Servicer shall promptly indicate to all inquiring parties that the Contracts have been sold, a first priority perfected security transferred, assigned, set over and conveyed to the Trustee and shall not claim any ownership interest in all the Contracts. (b) Although the parties intend that the conveyance of the Seller's Contract Sellers' right, title and interest in and to the Trust Property Contracts pursuant to this Agreement shall constitute a purchase and sale and not a loan, if such conveyances are deemed to be a loan, the parties intend that the rights and obligations of the parties to such loan shall be established pursuant to the terms of this Agreement. The parties also intend and agree that BAFSB shall be deemed to have granted to the Trustee, and BAFSB does hereby grant to the Trustee, a perfected first-priority security interest in (i) all of its right, title and interest, whether now existing owned or hereafter acquired, in and to the Contracts listed in Exhibit A-1 of the Contract Schedule, as amended from time to time (including the security interests created thereby), including all principal of and interest due on or with respect to such Contracts on or after the Cut-Off Date (other than payments of principal and interest due on such Contracts before the Cut-Off Date), (ii) all of the rights under all Hazard Insurance Policies relating to the Manufactured Homes securing such Contracts for the benefit of the creditors under such Contracts, (iii) all documents contained in the Contract Files and in the Land Home Contract Files with respect to the related Contracts, and (iv) all proceeds of any of the foregoing to secure the loan foregoing. The parties also intend and agree that Bank of America shall be deemed to be made have granted to the Trustee, and Bank of America does hereby grant to the Trustee, a perfected first-priority security interest in connection with such pledge and(i) all of its right, title and interest, whether now owned or hereafter acquired, in and to the Contracts listed in Exhibit A-2 of the Contract Schedule, as amended from time to time (including the security interests created thereby), including all principal of and interest due on or with respect to such eventContracts on or after the Cut-Off Date (other than payments of principal and interest due on such Contracts before the Cut-Off Date), (ii) all of the rights under all Hazard Insurance Policies relating to the Manufactured Homes securing such Contracts for the benefit of the creditors under such Contracts, (iii) all documents contained in the Contract Files and in the Land Home Contract Files with respect to the related Contracts, and (iv) all proceeds of any of the foregoing. The parties intend and agree that this Agreement shall constitute a security agreement under applicable law. (b) As . If the trust created by this Agreement terminates prior to the satisfaction of the Closing Dateclaims of any Person under any Certificates, the Issuer acknowledges security interests created hereby shall continue in full force and effect and the conveyance Trustee shall be deemed to it of be the Trust Property from the Seller, including all right, title and interest of the Seller in and to the Trust Property, receipt of which is hereby acknowledged by the Issuer. Concurrently with such delivery and in exchange therefor, the Issuer has pledged to the Indenture Trustee, collateral agent for the benefit of the Securityholders and the Insurer, the Trust Property and the Indenture Trustee, pursuant to the written instructions of the Issuer, has executed and caused to be authenticated and delivered the Notes to the Seller or its designee, upon the order of the Issuer. In addition, concurrently with such delivery and in exchange therefor, the Owner Trustee, pursuant to the instructions of the Seller, has executed (not in its individual capacity, but solely as Owner Trustee on behalf of the Issuer) and caused to be authenticated and delivered the Certificates to the Seller or its designee, upon the order of the SellerPerson. (c) In connection with the sale of the Contracts pursuant to the Purchase Agreement, Onyx has filed with the office of the Secretary of State of the State of California a UCC-1 financing statement naming Onyx as debtor, naming the Seller as secured party and including the Contracts in the description of the collateral. In connection with the sale of the Contracts pursuant to this Agreement, the Seller has filed or caused to be filed with the Secretary of State of the State of California a UCC-1 financing statement naming the Seller as debtor, naming the Issuer as secured party, naming the Indenture Trustee, on behalf of the Noteholders, as assignee, and including the Contracts in the description of the collateral. In connection with the pledge of the Contracts pursuant to the Indenture, the Trust has filed with the offices of the Secretary of State of the State of Delaware UCC-1 financing statements naming the Trust as debtor and the Indenture Trustee, on behalf of the Noteholders and the Insurer, as secured party. The grant of a security interest to the Indenture Trustee and the rights of the Indenture Trustee in the Contracts shall be governed by the Indenture. The Seller shall have caused UCC-2 termination statements to have been filed with the office of Secretary of State of the State of California terminating any effective UCC-1 financing statements with respect to any outstanding security interests in the Contracts. (d) From time to time, the Servicer shall cause to be taken such actions as are necessary to continue the perfection of the respective interests of the Trust and the Indenture Trustee in the Contracts and to continue the first priority security interest of the Indenture Trustee in the Financed Vehicles and their proceeds (other than, as to such priority, any statutory lien arising by operation of law after the Closing Date which is prior to such interest), including, without limitation, the filing of financing statements, amendments thereto or continuation statements and the making of notations on records or documents of title. (e) If any change in the name, identity or corporate structure of the Seller or Onyx or the relocation of the chief executive office of either of them would make any financing or continuation statement or notice of lien filed under this Agreement or the other Basic Documents misleading within the meaning of applicable provisions of the UCC or any title statute, the Servicer, within the time period required by applicable law, shall file such financing statements or amendments as may be required to preserve and protect the interests of the Trust, the Indenture Trustee, the Securityholders and the Insurer in the Contracts, the related Financed Vehicles and the proceeds thereof. Promptly thereafter, the Servicer shall deliver to the Trust, the Indenture Trustee and the Insurer an Opinion of Counsel stating that, in the opinion of such counsel, all financing statements or amendments necessary fully to preserve and protect the interests of the Trust, the Indenture Trustee, the Securityholders and the Insurer in the Contracts, the related Financed Vehicles and the proceeds thereof have been filed, and reciting the details of such filings. (f) During the term of this Agreement, the Seller and Onyx shall each maintain its chief executive office in one of the states of the United States. (g) The Servicer shall pay all reasonable costs and disbursements in connection with the perfection and the maintenance of perfection, as against all third parties, of the Indenture Trustee's right, title and interest in and to the Contracts and in connection with maintaining the first priority security interest (subject to the security interest of the Insurer pursuant to the Insurance Agreement) in the Financed Vehicles and the proceeds thereof.

CONVEYANCE OF CONTRACTS. (a) In consideration of the Issuer's delivery of the authenticated Notes and Certificates Notes, in an aggregate amount equal to $400,000,000, to or upon the order of the Seller, effective upon the Closing Date, the Seller hereby sells, grants, transfers, conveys and assigns to the Issuer, without recourse (except as expressly provided in Section 2.03 hereof), all of the right, title and interest of the Seller in, to and under: (i) the Funded Contracts listed in the Schedule of Contracts; (ii) all monies received under the Funded Contracts on or after the related Cut-Off Date; (iii) all Net Liquidation Proceeds and Net Insurance Proceeds with respect to any Financed Vehicle to which a Funded Contract relates received on or after the related Cut-Off Date; (iv) the Contract Documents and Contract Files relating to the Funded Contracts (except the Contract Documents and Contract Files for Funded Contracts which have been the subject of a Full Prepayment received on or after the related Cut-Off Date but no later than two Business Days prior to the Closing Date, in lieu of which the Seller shall have deposited in or credited to the Collection Account on or prior to the Closing Date an amount equal to such Full Prepayment); (v) the Trust Accounts and all amounts, financial assets and investment property held therein or credited thereto, including, if applicable, all Eligible Investments credited thereto (but excluding (A) the Payahead Account and all amounts, financial assets and investment property held therein or credited thereto, including all Eligible Investments credited thereto and (B) investment income credited to the Collection Account); (vi) the right of the Seller, as purchaser under the Purchase Agreement, to cause Onyx as seller thereunder to repurchase Funded Contracts listed in the Schedule of Contracts under certain circumstancescircumstances (such right may be enforced by the Issuer or the Indenture Trustee at the direction of the Insurer); (vii) any and all security interests of the Seller in the Financed Vehicles and the rights to receive proceeds from claims on certain insurance policies covering the Financed Vehicles or the individual Obligors under each related Funded Contract; (viii) the Seller's right to proceeds under the Blanket Insurance Policy with respect to the Funded Contracts; and (ix) all proceeds in any way delivered with respect to the foregoing, all rights to payments with respect to the foregoing and all rights to enforce the foregoing. (b) Subject to the conditions set forth in Section 2.01(c), in consideration of the Issuer's delivery of authenticated Notes, in an aggregate amount equal to $400,000,000, to or upon the order of the Seller, effective upon the Closing Date, the Seller hereby sells, grants, transfers, conveys and assigns to the Issuer, without recourse (except as expressly provided in Section 2.03 hereof) effective upon delivery to the Issuer on the related Prefunding Transfer Date against payment therefor from the Prefunding Account in accordance with Section 4.07(b), all of the right, title and interest of the Seller in, to and under: (i) all Prefunded Contracts listed on each Transfer Certificate; (ii) all monies received under the Prefunded Contracts on or after the related Prefunding Cut-Off Date; (iii) all Net Liquidation Proceeds and Net Insurance Proceeds with respect to any Financed Vehicle to which a Prefunded Contract relates received on or after the related Prefunding Cut-Off Date; (iv) the Contract Documents and Contract Files relating to the Prefunded Contracts; (v) the right of the Seller, as purchaser under the Purchase Agreement, to cause Onyx as seller thereunder to repurchase Prefunded Contracts listed on any Transfer Certificate under certain circumstances; (vi) any and all security interests of the Seller in the related Financed Vehicles and the rights to receive proceeds from claims on certain insurance policies covering such Financed Vehicles or the individual Obligors under each related Prefunded Contract; (vii) the Seller's right to proceeds under the Blanket Insurance Policy with respect to the Prefunded Contracts; and (viii) all proceeds in any way delivered with respect to the foregoing, all rights to payments with respect to the foregoing and all rights to enforce the foregoing. The foregoing items of property listed in this Section 2.01Sections 2.01(a) and (b), together with the rights of the Indenture Trustee under the Policy, are collectively referred to as the "TRUST PROPERTY". In addition, on or prior to the Closing Date, the Seller shall cause the Insurer to deliver the Policy to the Indenture Trustee for the benefit of the SecurityholdersNoteholders. It is the intention of the Seller and the Issuer that the assignment and transfer herein contemplated constitute (and shall be construed and treated for all purposes as) a true and complete sale of the Trust Property (other than the Spread Account and the Policy), conveying good title thereto free and clear of any liens and encumbrances, from the Seller to the Issuer. However, in the event that such conveyance is deemed to be a pledge to secure a loan (in spite of the express intent of the parties hereto that this conveyance constitutes, and shall be construed and treated for all purposes, as a true and complete sale), the Seller hereby grants to the Issuer, for the benefit of the Securityholders Noteholders and the Insurer, a first priority perfected security interest in all of the Seller's right, title and interest in the Trust Property whether now existing or hereafter created and all proceeds of the foregoing to secure the loan deemed to be made in connection with such pledge and, in such event, this Agreement shall constitute a security agreement under applicable law. (bc) The sale and assignment of the Prefunded Contracts and the other property and rights related thereto described in Section 2.01(b) shall be subject to the satisfaction of each of the following conditions, as well as the conditions set forth in Section 4.08, as of the related Prefunding Transfer Date, as applicable: (i) the Seller shall have delivered to the Custodian, on behalf of the Issuer, the Prefunded Contracts, and the Seller shall have delivered to the Issuer, the Indenture Trustee and the Insurer, on the Business Day immediately preceding the related Prefunding Transfer Date, a duly executed Transfer Certificate, substantially in the form of Exhibit C-1; (ii) the Servicer and the Seller shall certify to the Indenture Trustee and the Insurer that, as of the Prefunding Transfer Date, the Servicer and the Seller, respectively, were not insolvent nor were they made insolvent by such transfer nor were they aware of any such pending insolvency; (iii) the Seller shall certify to the Indenture Trustee and the Insurer that the addition of such Prefunded Contracts will not result in a material adverse tax consequence to the Issuer or the Noteholders; (iv) the Funding Period shall not have terminated; (v) the Seller and the Servicer shall certify to the Indenture Trustee and the Insurer that no selection procedures believed by the Seller or the Servicer to be adverse to the interests of the Noteholders or the Insurer shall have been utilized in selecting the Prefunded Contracts; (vi) the Seller and the Insurer shall not have been advised by either Rating Agency on or before the Business Day immediately preceding such Prefunding Transfer Date that the conveyance of the Prefunded Contracts would result in a qualification, modification or withdrawal of its then current rating of the Notes without regard to the Policy; (vii) the weighted average APR (using the Recomputed Yield for the Rule of 78's Contracts) of the Contracts (after giving effect to the purchase of the related Prefunded Contracts) shall not be less than 9.00%; (viii) less than 30% of the Prefunded Contracts transferred by the Seller to the Issuer since the Closing Date, including all Prefunded Contracts being transferred on such Prefunding Transfer Date, shall have an original term to maturity of more than 60 months and the weighted average remaining term of all Contracts (including the Prefunded Contracts) as of such Prefunding Transfer Date shall not be greater than 63 months; (ix) if the balance in the Prefunding Account prior to such Prefunding Transfer Date exceeds $30,000,000, the aggregate Outstanding Principal Balance, as of the related Prefunding Cut-Off Date, of the Prefunded Contracts to be conveyed by the Seller to the Issuer on such Prefunding Transfer Date shall equal or exceed $10,000,000 and the Insurer shall have consented to such transfer; (x) at least three Business Days prior to each Prefunding Transfer Date, the Seller shall have delivered to the Rating Agencies and the Insurer pool stratification data (including data with respect to when the first scheduled payment is due under each such Prefunded Contract) relating to the Prefunded Contracts to be conveyed by the Seller to the Issuer on such Prefunding Transfer Date, in the form of stratification data delivered to the Rating Agencies and the Insurer with respect to the Funded Contracts, and, as of the related Prefunding Cut-Off Date, shall have certified that the information contained therein is true and correct; and (xi) the first scheduled monthly payment for at least 50% of the Prefunded Contracts (by Outstanding Principal Balance as of the related Prefunding Cut-Off Date) shall be due on or before January 28, 2004. (d) As of the Closing Date, the Issuer acknowledges the conveyance to it of the Trust Property from the Seller, including all right, title and interest of the Seller in and to the Trust Property, receipt of which is hereby acknowledged by the Issuer. Concurrently with such delivery and in exchange therefor, the Issuer has pledged to the Indenture Trustee, for the benefit of the Securityholders Noteholders and the Insurer, the Trust Property and the Indenture Trustee, pursuant to the written instructions of the Issuer, has executed and caused to be authenticated and delivered the Notes to the Seller or its designee, upon the order of the Issuer. In addition, concurrently with such delivery and in exchange therefor, the Owner Trustee, pursuant to the instructions of the Seller, has executed (not in its individual capacity, but solely as Owner Trustee on behalf of the Issuer) and caused to be authenticated and delivered the Certificates to the Seller or its designee, upon the order of the Seller. (ce) In connection with the sale of the Contracts pursuant to the Purchase Agreement, Onyx has filed with the office of the Secretary of State of the State of California Delaware a UCC-1 financing statement naming Onyx as debtor, naming the Seller as secured party and including the Contracts in the description of the collateral, such filing made in order to continue the effectiveness of a financing statement naming Onyx as debtor and the Seller as secured party filed with the office of the Secretary of State of the State of California prior to July 1, 2001. In connection with the sale of the Contracts pursuant to this Agreement, the Seller has filed or caused to be filed with the Secretary of State of the State of California Delaware a UCC-1 financing statement naming the Seller as debtor, naming the Issuer as secured party, naming the Indenture Trustee, on behalf of the Noteholders, as assignee, and including the Contracts in the description of the collateral. In connection with the pledge of the Contracts pursuant to the Indenture, the Trust has filed with the offices of the Secretary of State of the State of Delaware UCC-1 financing statements naming the Trust as debtor and the Indenture Trustee, on behalf of the Noteholders and the Insurer, as secured party. The grant of a security interest to the Indenture Trustee and the rights of the Indenture Trustee in the Contracts shall be governed by the Indenture. The Seller shall have caused UCC-2 termination statements UCC-3 partial releases to have been filed with the office of Secretary of State of the State of California terminating any effective UCC-1 financing statements Delaware with respect to any outstanding security interests in the Contracts. (df) From time to time, the Servicer shall cause to be taken such actions as are necessary to continue the perfection of the respective interests of the Trust and the Indenture Trustee in the Contracts and to continue the first priority security interest of the Indenture Trustee in the Financed Vehicles and their proceeds (other than, as to such priority, any statutory lien arising by operation of law after the Closing Date which is prior to such interest), including, without limitation, the filing of financing statements, amendments thereto or continuation statements and the making of notations on records or documents of title. (eg) If any change in the name, identity or corporate structure of the Seller or Onyx or the relocation of the chief executive office state of organization of either of them would make any financing or continuation statement or notice of lien filed under this Agreement or the other Basic Documents misleading within the meaning of applicable provisions of the UCC or any title statute, the Insurer must have provided prior written consent to such change and the Servicer, within the time period required by applicable law, shall file such financing statements or amendments as may be required to preserve and protect the interests of the Trust, the Indenture Trustee, the Securityholders Noteholders and the Insurer in the Contracts, the related Financed Vehicles and the proceeds thereof. Promptly thereafter, the Servicer shall deliver to the Trust, the Indenture Trustee and the Insurer an Opinion of Counsel stating that, in the opinion of such counsel, all financing statements or amendments necessary fully to preserve and protect the interests of the Trust, the Indenture Trustee, the Securityholders Noteholders and the Insurer in the Contracts, the related Financed Vehicles and the proceeds thereof have been filed, and reciting the details of such filings. (fh) During the term of this Agreement, the Seller and Onyx shall each maintain its chief executive office in continue to be an organization organized under the laws of one of the states of the United States. (gi) The Servicer shall pay all reasonable costs and disbursements in connection with the perfection and the maintenance of perfection, as against all third parties, of the Indenture Trustee's right, title and interest in and to the Contracts and in connection with maintaining the first priority security interest (subject to the security interest of the Insurer pursuant to the Insurance Agreement) in the Financed Vehicles and the proceeds thereof. (j) On the Prefunding Closing Date, the Seller shall: (i) deliver a certificate from each secured creditor of the Seller confirming that such creditor has no claim of any security interest in any of the Prefunded Contracts transferred during the Funding Period; (ii) deliver to each Rating Agency, the Insurer and the Indenture Trustee a Prefunding Closing Date Certificate; (iii) deliver to each Rating Agency, the Insurer and the Indenture Trustee an Opinion of Counsel with respect to the absence of negative tax consequences to the Trust, the characterization of the transfer of the Prefunded Contracts and the perfection of the Indenture Trustee's interest on behalf of the Noteholders; (iv) deliver to each Rating Agency, the Insurer and the Indenture Trustee with respect to any state (other than California) in which 10% or more of the Contracts (including the Prefunded Contracts), by Outstanding Principal Balance, were originated, an opinion with respect to the perfection of the security interest of the Indenture Trustee in the Financed Vehicles securing the Contracts originated in such state; and (v) deliver to the Insurer an Opinion of Counsel to the effect that Onyx is duly qualified as a foreign corporation to do business, and is in good standing, in each of the states in which Prefunded Contracts have been originated. Failure to comply with any of the conditions set forth in this Section 2.01(j) on the Prefunding Closing Date shall be deemed to be a breach of a representation and warranty with respect to each of the Prefunded Contracts to which such failed conditions relate as of the Prefunding Closing Date.

CONVEYANCE OF CONTRACTS. (a) In consideration of the Issuer's delivery of the authenticated Notes and Certificates to or upon the order of the SellerSeller of $__________, effective upon the Closing Date, the Seller hereby sells, grants, transfers, conveys and assigns to the Issuer, without recourse (except as expressly provided in Section 2.03 2.3 hereof), all of the right, title and interest of the Seller in, to and underunder the: (i) the Contracts listed in the Schedule of Contracts; (ii) Contracts including, without limitation, all monies received under the Contracts payments of Monthly P&I due on or after the Cut-Off Date; (iii) , all Net Liquidation Proceeds and Net Insurance Proceeds with respect to any Financed Vehicle to which a Contract relates received on or after the Cut-Off DateDate and all other proceeds received on or after the Cut-Off Date in respect of such Contracts and any and all security interests in the Financed Vehicles; (ivii) the Contract Documents and Contract Files relating to the Contracts (except the Contract Documents and Contract Files for Contracts which have been the subject of a Full Prepayment received on or after the Cut-Off Date but no later than two Business Days prior to the Closing Date, in lieu of which the Seller shall have deposited in or credited to the Collection Account on or prior to the Closing Date an amount equal to such Full Prepayment); (viii) all amounts on deposit in the Trust Accounts and all amountsCollection Account, financial assets and investment property held therein or credited thereto, including, if applicable, including all Eligible Investments credited thereto (but excluding (A) the Payahead Account and all amounts, financial assets and investment property held therein or credited thereto, including all Eligible Investments credited thereto and (B) investment income credited to the Collection Accountearnings thereon); (viiv) the right of the Seller, as purchaser under the Purchase Agreement, to cause Onyx as seller thereunder to repurchase Contracts listed in the Schedule of Contracts under certain circumstances; (viiv) any and all the security interests interest of the Seller in the Financed Vehicles and the rights to receive proceeds from claims on certain insurance policies covering the Financed Vehicles or the individual Obligors under each related Contract; (viiivi) the Seller's right to proceeds under the Blanket Insurance Policy with respect to the ContractsPolicy; and (ixvii) all proceeds in any way delivered with respect to the foregoing, all rights to payments with respect to the foregoing and all rights to enforce the foregoing. The foregoing items of property listed in this Section 2.012.1, [together with the Spread Account and the rights of the Indenture Trustee under the Securities Policy], are collectively referred to as the "TRUST PROPERTYESTATE". In addition, on or prior to the Closing Date, the Seller shall cause the Insurer to deliver the Policy to the Indenture Trustee for the benefit of the Securityholders. It is the intention of the Seller and the Issuer that the assignment and transfer herein contemplated constitute (and shall be construed and treated for all purposes as) a true and complete sale of the Trust Property Estate (other than the Spread Account and the Securities Policy), conveying good title thereto free and clear of any liens and encumbrances, from the Seller to the Issuer. However, in the event that such conveyance is deemed to be a pledge to secure a loan (in spite of the express intent of the parties hereto that this conveyance constitutes, constitutes (and shall be construed and treated for all purposes, ) as a true and complete sale), the Seller hereby grants to the Issuer, for the benefit of the Securityholders and the InsurerSecurityholders, a first priority perfected security interest in all of the Seller's right, title and interest in the Trust Property Estate whether now existing or hereafter created and all proceeds of the foregoing to secure the loan deemed to be made in connection with such pledge and, in such event, this Agreement shall constitute a security agreement under applicable law. (b) As of the Closing Date, the Issuer acknowledges the conveyance to it of the Trust Property from the Seller, including all right, title and interest of the Seller in and to the Trust Property, receipt of which is hereby acknowledged by the Issuer. Concurrently with such delivery and in exchange therefor, the Issuer has pledged to the Indenture Trustee, for the benefit of the Securityholders and the Insurer, the Trust Property and the Indenture Trustee, pursuant to the written instructions of the Issuer, has executed and caused to be authenticated and delivered the Notes to the Seller or its designee, upon the order of the Issuer. In addition, concurrently with such delivery and in exchange therefor, the Owner Trustee, pursuant to the instructions of the Seller, has executed (not in its individual capacity, but solely as Owner Trustee on behalf of the Issuer) and caused to be authenticated and delivered the Certificates to the Seller or its designee, upon the order of the Seller. (c) In connection with the sale of the Contracts pursuant to the Purchase Agreement, Onyx has filed with the office of the Secretary of State of the State of California a UCC-1 financing statement naming Onyx as debtor, naming the Seller as secured party and including the Contracts in the description of the collateral. In connection with the sale of the Contracts pursuant to this Agreement, the Seller has filed or caused to be filed with the Secretary of State of the State of California a UCC-1 financing statement naming the Seller as debtor, naming the Issuer as secured party, naming the Indenture Trustee, on behalf of the Noteholders, as assignee, and including the Contracts in the description of the collateral. In connection with the pledge of the Contracts pursuant to the Indenture, the Trust has filed with the offices of the Secretary of State of the State of Delaware UCC-1 financing statements naming the Trust as debtor and the Indenture Trustee, on behalf of the Noteholders and the Insurer, as secured party. The grant of a security interest to the Indenture Trustee and the rights of the Indenture Trustee in the Contracts shall be governed by the Indenture. The Seller shall have caused UCC-2 termination statements to have been filed with the office of Secretary of State of the State of California terminating any effective UCC-1 financing statements with respect to any outstanding security interests in the Contracts. (d) From time to time, the Servicer shall cause to be taken such actions as are necessary to continue the perfection of the respective interests of the Trust and the Indenture Trustee in the Contracts and to continue the first priority security interest of the Indenture Trustee in the Financed Vehicles and their proceeds (other than, as to such priority, any statutory lien arising by operation of law after the Closing Date which is prior to such interest), including, without limitation, the filing of financing statements, amendments thereto or continuation statements and the making of notations on records or documents of title. (e) If any change in the name, identity or corporate structure of the Seller or Onyx or the relocation of the chief executive office of either of them would make any financing or continuation statement or notice of lien filed under this Agreement or the other Basic Documents misleading within the meaning of applicable provisions of the UCC or any title statute, the Servicer, within the time period required by applicable law, shall file such financing statements or amendments as may be required to preserve and protect the interests of the Trust, the Indenture Trustee, the Securityholders and the Insurer in the Contracts, the related Financed Vehicles and the proceeds thereof. Promptly thereafter, the Servicer shall deliver to the Trust, the Indenture Trustee and the Insurer an Opinion of Counsel stating that, in the opinion of such counsel, all financing statements or amendments necessary fully to preserve and protect the interests of the Trust, the Indenture Trustee, the Securityholders and the Insurer in the Contracts, the related Financed Vehicles and the proceeds thereof have been filed, and reciting the details of such filings. (f) During the term of this Agreement, the Seller and Onyx shall each maintain its chief executive office in one of the states of the United States. (g) The Servicer shall pay all reasonable costs and disbursements in connection with the perfection and the maintenance of perfection, as against all third parties, of the Indenture Trustee's right, title and interest in and to the Contracts and in connection with maintaining the first priority security interest (subject to the security interest of the Insurer pursuant to the Insurance Agreement) in the Financed Vehicles and the proceeds thereof.

CONVEYANCE OF CONTRACTS. (a) In consideration of the Issuer's delivery of the authenticated Notes and Certificates to or upon the order of the Seller, effective upon Seller of the Closing DateCertificates and $1,650,000,000 aggregate principal amount of Notes, the Seller hereby sells, grants, transfers, assigns and otherwise conveys and assigns to the Issuer, without recourse (except as expressly provided in Section 2.03 hereofsubject to the obligations herein), and hereby grants a security interest in, all of the its right, title and interest (exclusive of the Seller amount, if any, allocable to any rebatable insurance premium financed by any Contract) in, to and under: (i) under the Contracts (which Contracts shall be listed in the Schedule of Contracts; (ii) ), including, without limitation, all monies payments of Monthly P&I received under the Contracts on or after the Cut-Off Date; (iii) ; all Net Liquidation Proceeds and Net Insurance Proceeds with respect to any Financed Vehicle to which a Contract relates received on or after the Cut-Off Date; (iv) the Contract Documents and Contract Files relating to the Contracts (except the Contract Documents and Contract Files for Contracts which have been the subject of a Full Prepayment received on or after the Cut-Off Date but no later and all other proceeds received on or in respect of such Contracts (other than two Business Days prior to the Closing Date, in lieu payments of which the Seller shall have deposited in or credited to the Collection Account Monthly P&I received on or prior to the Closing Date an amount equal to such Full Prepayment); (vCut-Off Date) the Trust Accounts and all amounts, financial assets and investment property held therein or credited thereto, including, if applicable, all Eligible Investments credited thereto (but excluding (A) the Payahead Account and all amounts, financial assets and investment property held therein or credited thereto, including all Eligible Investments credited thereto and (B) investment income credited to the Collection Account); (vi) the right of the Seller, as purchaser under the Purchase Agreement, to cause Onyx as seller thereunder to repurchase Contracts listed in the Schedule of Contracts under certain circumstances; (vii) any and all security interests of the Seller in the Financed Vehicles and Vehicles; the rights to receive proceeds from claims on certain insurance policies covering the Financed Vehicles or the individual Obligors under each related Contract; (viii) the Seller's right to proceeds under the Blanket Insurance Policy with respect Contract Documents relating to the Contracts; and (ix) and all proceeds in any way delivered with respect to the foregoing, all rights to payments with respect to the foregoing and all rights to enforce the foregoing. The foregoing items of property listed in this Section 2.01, together with the rights of the Indenture Trustee under the Policy, are collectively referred to as the "TRUST PROPERTY". In addition, on or prior to the Closing Date, the Seller shall cause the Insurer to deliver the Policy to the Indenture Trustee for the benefit of the Securityholders. It is the intention of the Seller and the Issuer that the assignment and transfer herein contemplated constitute (and shall be construed and treated for all purposes as) a true and complete sale of the Trust Property (other than the Spread Account and the Policy), conveying good title thereto free and clear of any liens and encumbrances, from the Seller to the Issuer. However, in the event that such conveyance is deemed to be a pledge to secure a loan (in spite of the express intent of the parties hereto that this conveyance constitutes, and shall be construed and treated for all purposes, as a true and complete sale), the Seller hereby grants to the Issuer, for the benefit of the Securityholders and the Insurer, a first priority perfected security interest in all of the Seller's right, title and interest in the Trust Property whether now existing or hereafter created and all proceeds of the foregoing to secure the loan deemed to be made in connection with such pledge and, in such event, this Agreement shall constitute a security agreement under applicable law. (b) As WFS hereby authorizes and will cause the filing of the Closing Date, the Issuer acknowledges the conveyance to it of the Trust Property from the Seller, including all right, title UCC-1 financing statements naming WFS as debtor and interest of the Seller in as secured party and to the Trust Property, receipt of which is hereby acknowledged by the Issuer. Concurrently with such delivery and in exchange therefor, the Issuer has pledged to the Indenture Trustee, for the benefit of the Securityholders and the Insurer, the Trust Property and the Indenture Trustee, pursuant to the written instructions of the Issuer, has executed and caused to be authenticated and delivered the Notes to the Seller or its designee, upon the order of the Issuer. In addition, concurrently with such delivery and in exchange therefor, the Owner Trustee, pursuant to the instructions of the Seller, has executed (not in its individual capacity, but solely as Owner Trustee on behalf of the Issuer) and caused to be authenticated and delivered the Certificates to the Seller or its designee, upon the order of the Seller. (c) In connection with the sale of describing the Contracts pursuant to the Purchase Agreement, Onyx has filed as collateral with the office of the Secretary of State of the State of California a California. The Seller hereby authorizes and will cause on or prior to the Closing Date the filing of UCC-1 financing statement naming Onyx as debtorstatements, naming the Seller as secured party debtor and including the Contracts in the description of the collateral. In connection with the sale of the Contracts pursuant to this Agreement, the Seller has filed or caused to be filed with the Secretary of State of the State of California a UCC-1 financing statement naming the Seller as debtor, naming the Issuer as secured party, naming the Indenture TrusteeCollateral Agent, on behalf of the NoteholdersInsurer, as assignee, secured party and including describing the Contracts in the description of the as collateral. In connection , with the pledge of the Contracts pursuant to the Indenture, the Trust has filed with the offices Office of the Secretary of State of the State of Delaware Nevada. The grant of a security interest to the Collateral Agent on behalf of the Insurer and the rights of the Collateral Agent and the Insurer in respect of such security interest shall be governed by the Insurance Agreement. The Seller hereby authorizes, and will cause on or prior to the Closing Date, the filing of UCC-1 financing statements statements, naming the Seller as debtor and the Trust as secured party and describing the Contracts being sold by it to the Trust as collateral, with the Office of the Secretary of State of the State of Nevada. The Trust has caused the filing of UCC-1 financing statements, naming the Trust as debtor and the Indenture Trustee, on behalf of the Noteholders and the InsurerNoteholders, as secured partyparty and describing the Contracts as collateral, with the office of the Secretary of State of the State of Delaware. The grant of a security interest to the Indenture Trustee and the rights of the Indenture Trustee in the Contracts shall be governed by the Indenture. The Seller shall have caused UCC-2 termination statements to have been filed with the office of Secretary of State of the State of California terminating any effective UCC-1 financing statements with respect to any outstanding security interests in the Contracts. (d) From time to time, the Master Servicer shall cause to be taken such actions as are necessary to continue the perfection of the respective interests of the Indenture Trustee, the Trust and the Indenture Trustee Collateral Agent on behalf of the Insurer in the Contracts and to continue the first priority security interest of the Indenture Trustee (subject to the security interest of the Insurer pursuant to the Insurance Agreement) in the Financed Vehicles and their proceeds (other than, as to such priority, any statutory lien arising by operation of law after the Closing Date which is prior to such interest), including, without limitation, the filing of financing statements, amendments thereto or continuation statements and the making of notations on records or documents of title. (e) . If any change in the name, identity or corporate structure of the Seller or Onyx WFS or the relocation of the chief executive office of either any of them or their reincorporation in a different jurisdiction would make any financing or continuation statement or notice of lien filed under this Agreement or the other Basic Documents seriously misleading within the meaning of applicable provisions of the UCC or any title statute, the Master Servicer, within the time period required by applicable law, shall file such financing statements or amendments as may be required to preserve and protect the interests of the TrustIndenture Trustee, the Indenture Owner Trustee, the Securityholders and the Insurer in the Contracts, the related Financed Vehicles and the proceeds thereof. Promptly thereafter, the Master Servicer shall deliver to the TrustIndenture Trustee, the Indenture Owner Trustee and the Insurer an Opinion of Counsel stating that, in the opinion of such counsel, all financing statements or amendments necessary fully to preserve and protect the interests of the Trust, the Indenture Trustee, the Owner Trustee, Securityholders and the Insurer in the Contracts, the related Financed Vehicles and the proceeds thereof have been filed, and reciting the details of such filings. (f) . During the term of this Agreement, the Seller and Onyx WFS shall each maintain its chief executive office in one of the states of the United States. (g) , other than Louisiana or Tennessee. The Master Servicer shall pay all reasonable costs and disbursements in connection with the perfection and the maintenance of perfection, as against all third parties, of the Indenture Trustee's right, title and interest in and to the Contracts and in connection with maintaining the first priority security interest (subject to the security interest of the Insurer pursuant to the Insurance Agreement) in the Financed Vehicles and the proceeds thereof.

CONVEYANCE OF CONTRACTS. (a) In consideration of the Issuer's delivery of the authenticated Notes and Certificates to or upon the order of the SellerSeller of $____________, less the Spread Account Initial Deposit, effective upon the Closing Date, the Seller hereby sells, grants, transfers, assigns and otherwise conveys and assigns to the Issuer, without recourse (except as expressly provided in Section 2.03 hereofsubject to the obligations herein), all of the right, title and interest of the Seller (exclusive of (i) the Retained Yield in respect of the Contracts, and (ii) the amount, if any, allocable to any rebatable insurance premium financed by any Contract) in, to and under: (i) under the Contracts (which Contracts shall be listed in the Schedule of Contracts; ), including, without limitation, all payments of Monthly P&I (iiexclusive of the Retained Yield, which shall be paid directly to the Seller as provided in Section 5.02(b)) all monies received under the Contracts on or due after the Cut-Off Date (excluding the amount allocable to principal and interest due on or prior to the Cut-Off Date; (iii) ); all Net Liquidation Proceeds and Net Insurance Proceeds 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; (iv) ), and any and all security interests in the Financed Vehicles; the Contract Documents and Contract Files relating to the Contracts (except the Contract Documents and Contract Files for Contracts which have been the subject of a Full Prepayment received on or after the Cut-Off Date but no later than two one Business Days Day prior to the Closing Date, in lieu of which the Seller shall have deposited in or credited to the Collection Account on or prior to the Closing Date an amount equal to such Full Prepayment); (v) the Trust Accounts ; and all amounts, financial assets and investment property held therein or credited thereto, including, if applicable, all Eligible Investments credited thereto (but excluding (A) the Payahead Account and all amounts, financial assets and investment property held therein or credited thereto, including all Eligible Investments credited thereto and (B) investment income credited to the Collection Account); (vi) the right of the Seller, as purchaser under the Purchase Agreement, to cause Onyx as seller thereunder to repurchase Contracts listed in the Schedule of Contracts under certain circumstances; (vii) any and all security interests of the Seller in the Financed Vehicles and the rights to receive proceeds from claims on certain insurance policies covering the Financed Vehicles or the individual Obligors under each related Contract; (viii) the Seller's right to proceeds under the Blanket Insurance Policy with respect to the Contracts; and (ix) all proceeds in any way delivered with respect to the foregoing, all rights to payments with respect to the foregoing and all rights to enforce the foregoing. The foregoing items of property listed in this Section 2.01, together with the rights provided that $__________ of the Indenture Trustee under principal amount of Contract number __________ is retained by the PolicySeller. (b) The Bank has filed or caused to be filed UCC-1 financing statements, are collectively referred executed by the Bank as debtor, naming WFS as secured party and describing the Contracts originated by the Bank and transferred to as the "TRUST PROPERTY". In addition, WFS on or prior to the Closing Date, Date as collateral with the Seller shall cause the Insurer to deliver the Policy to the Indenture Trustee for the benefit Office of the Securityholders. It is the intention Secretary of State of the Seller and the Issuer that the assignment and transfer herein contemplated constitute (and shall be construed and treated for all purposes as) a true and complete sale State of the Trust Property (other than the Spread Account and the Policy), conveying good title thereto free and clear of any liens and encumbrances, from the Seller to the IssuerCalifornia . However, in the event that such conveyance is deemed to be a pledge to secure a loan (in spite of the express intent of the parties hereto that this conveyance constitutes, and shall be construed and treated for all purposes, as a true and complete sale), the Seller hereby grants to the Issuer, for the benefit of the Securityholders and the Insurer, a first priority perfected security interest in all of the Seller's right, title and interest in the Trust Property whether now existing WFS has filed or hereafter created and all proceeds of the foregoing to secure the loan deemed to be made in connection with such pledge and, in such event, this Agreement shall constitute a security agreement under applicable law. (b) As of the Closing Date, the Issuer acknowledges the conveyance to it of the Trust Property from the Seller, including all right, title and interest of the Seller in and to the Trust Property, receipt of which is hereby acknowledged by the Issuer. Concurrently with such delivery and in exchange therefor, the Issuer has pledged to the Indenture Trustee, for the benefit of the Securityholders and the Insurer, the Trust Property and the Indenture Trustee, pursuant to the written instructions of the Issuer, has executed and caused to be authenticated and delivered the Notes to filed UCC-1 financing statements executed by WFS as debtor, naming the Seller or its designee, upon the order of the Issuer. In addition, concurrently with such delivery as secured party and in exchange therefor, the Owner Trustee, pursuant to the instructions of the Seller, has executed (not in its individual capacity, but solely as Owner Trustee on behalf of the Issuer) and caused to be authenticated and delivered the Certificates to the Seller or its designee, upon the order of the Seller. (c) In connection with the sale of describing the Contracts pursuant to the Purchase Agreement, Onyx has filed as collateral with the office of the Secretary of State of the State of California a UCC-1 financing statement naming Onyx as debtor, naming the Seller as secured party and including the Contracts in the description of the collateralCalifornia. In connection with the sale of the Contracts pursuant to this Agreement, the The Seller has filed or caused to be filed UCC-1 financing statements, executed by the Seller as debtor, naming the Collateral Agent, on behalf of the Insurer, as secured party and describing the Contracts as collateral, with the Office of the Secretary of State of the State of California California. The grant of a security interest to the Collateral Agent on behalf of the Insurer and the rights of the Collateral Agent and the Insurer in respect of such security interest shall be governed by the Insurance Agreement. The Seller has filed or caused to be filed UCC-1 financing statement naming statements, executed by the Seller as debtor, naming the Issuer Owner Trust as secured partyparty and describing the Contracts being sold by it to the Owner Trust as collateral, with the Office of the Secretary of State of the State of California. The Owner Trust has filed or caused to be filed UCC-1 financing statements, executed by the Owner Trust as debtor, naming the Indenture Trustee, on behalf of the Noteholders, as assignee, and including the Contracts in the description of the collateral. In connection with the pledge of the Contracts pursuant to the Indenture, the Trust has filed with the offices of the Secretary of State of the State of Delaware UCC-1 financing statements naming the Trust as debtor and the Indenture Trustee, on behalf of the Noteholders and the Insurer, as secured party. The grant of a security interest to the Indenture Trustee and the rights of the Indenture Trustee in the Contracts shall be governed by the Indenture. The Seller shall have caused UCC-2 termination statements to have been filed with the office of Secretary of State of the State of California terminating any effective UCC-1 financing statements with respect to any outstanding security interests in the Contracts. (d) From time to time, the Servicer shall cause to be taken such actions as are necessary to continue the perfection of the respective interests of the Trust and the Indenture Trustee in the Contracts and to continue the first priority security interest of the Indenture Trustee in the Financed Vehicles and their proceeds (other than, as to such priority, any statutory lien arising by operation of law after the Closing Date which is prior to such interest), including, without limitation, the filing of financing statements, amendments thereto or continuation statements and the making of notations on records or documents of title. (e) If any change in the name, identity or corporate structure of the Seller or Onyx or the relocation of the chief executive office of either of them would make any financing or continuation statement or notice of lien filed under this Agreement or the other Basic Documents misleading within the meaning of applicable provisions of the UCC or any title statute, the Servicer, within the time period required by applicable law, shall file such financing statements or amendments as may be required to preserve and protect the interests of the Trust, the Indenture Trustee, the Securityholders and the Insurer in the Contracts, the related Financed Vehicles and the proceeds thereof. Promptly thereafter, the Servicer shall deliver to the Trust, the Indenture Trustee and the Insurer an Opinion of Counsel stating that, in the opinion of such counsel, all financing statements or amendments necessary fully to preserve and protect the interests of the Trust, the Indenture Trustee, the Securityholders and the Insurer in the Contracts, the related Financed Vehicles and the proceeds thereof have been filed, and reciting the details of such filings. (f) During the term of this Agreement, the Seller and Onyx shall each maintain its chief executive office in one of the states of the United States. (g) The Servicer shall pay all reasonable costs and disbursements in connection with the perfection and the maintenance of perfection, as against all third parties, of the Indenture Trustee's right, title and interest in and to the Contracts and in connection with maintaining the first priority security interest (subject to the security interest of the Insurer pursuant to the Insurance Agreement) in the Financed Vehicles and the proceeds thereof.as

CONVEYANCE OF CONTRACTS. (a) In consideration of the Issuer's delivery of the authenticated Notes and Certificates Notes, in an aggregate amount equal to $400,000,000, to or upon the order of the Seller, effective upon the Closing Date, the Seller hereby sells, grants, transfers, conveys and assigns to the Issuer, without recourse (except as expressly provided in Section 2.03 hereof), all of the right, title and interest of the Seller in, to and under: (i) the Funded Contracts listed in the Schedule of Contracts; (ii) all monies received under the Funded Contracts on or after the related Cut-Off Date; (iii) all Net Liquidation Proceeds and Net Insurance Proceeds with respect to any Financed Vehicle to which a Funded Contract relates received on or after the related Cut-Off Date; (iv) the Contract Documents and Contract Files relating to the Funded Contracts (except the Contract Documents and Contract Files for Funded Contracts which have been the subject of a Full Prepayment received on or after the related Cut-Off Date but no later than two Business Days prior to the Closing Date, in lieu of which the Seller shall have deposited in or credited to the Collection Account on or prior to the Closing Date an amount equal to such Full Prepayment); (v) the Trust Accounts and all amounts, financial assets and investment property held therein or credited thereto, including, if applicable, all Eligible Investments credited thereto (but excluding (A) the Payahead Account and all amounts, financial assets and investment property held therein or credited thereto, including all Eligible Investments credited thereto and (B) investment income credited to the Collection Account); (vi) the right of the Seller, as purchaser under the Purchase Agreement, to cause Onyx as seller thereunder to repurchase Funded Contracts listed in the Schedule of Contracts under certain circumstances; (vii) any and all security interests of the Seller in the Financed Vehicles and the rights to receive proceeds from claims on certain insurance policies covering the Financed Vehicles or the individual Obligors under each related Funded Contract; (viii) the Seller's right to proceeds under the Blanket Insurance Policy with respect to the Funded Contracts; and (ix) all proceeds in any way delivered with respect to the foregoing, all rights to payments with respect to the foregoing and all rights to enforce the foregoing. (b) Subject to the conditions set forth in Section 2.01(c), in consideration of the Issuer's delivery of authenticated Notes, in an aggregate amount equal to $400,000,000, to or upon the order of the Seller, effective upon the Closing Date, the Seller hereby sells, grants, transfers, conveys and assigns to the Issuer, without recourse (except as expressly provided in Section 2.03 hereof) effective upon delivery to the Issuer on the related Prefunding Transfer Date against payment therefor from the Prefunding Account in accordance Section 4.07(b), all of the right, title and interest of the Seller in, to and under: (i) all Prefunded Contracts listed on each Transfer Certificate; (ii) all monies received under the Prefunded Contracts on or after the related Prefunding Cut-Off Date; (iii) all Net Liquidation Proceeds and Net Insurance Proceeds with respect to any Financed Vehicle to which a Prefunded Contract relates received on or after the related Prefunding Cut-Off Date; (iv) the Contract Documents and Contract Files relating to the Prefunded Contracts; (v) the right of the Seller, as purchaser under the Purchase Agreement, to cause Onyx as seller thereunder to repurchase Prefunded Contracts listed on any Transfer Certificate under certain circumstances; (vi) any and all security interests of the Seller in the related Financed Vehicles and the rights to receive proceeds from claims on certain insurance policies covering such Financed Vehicles or the individual Obligors under each related Prefunded Contract; (vii) the Seller's right to proceeds under the Blanket Insurance Policy with respect to the Prefunded Contracts; and (viii) all proceeds in any way delivered with respect to the foregoing, all rights to payments with respect to the foregoing and all rights to enforce the foregoing. The foregoing items of property listed in this Section 2.01Sections 2.01(a) and (b), together with the rights of the Indenture Trustee under the Policy, are collectively referred to as the "TRUST PROPERTY". In addition, on or prior to the Closing Date, the Seller shall cause the Insurer to deliver the Policy to the Indenture Trustee for the benefit of the SecurityholdersNoteholders. It is the intention of the Seller and the Issuer that the assignment and transfer herein contemplated constitute (and shall be construed and treated for all purposes as) a true and complete sale of the Trust Property (other than the Spread Account and the Policy), conveying good title thereto free and clear of any liens and encumbrances, from the Seller to the Issuer. However, in the event that such conveyance is deemed to be a pledge to secure a loan (in spite of the express intent of the parties hereto that this conveyance constitutes, and shall be construed and treated for all purposes, as a true and complete sale), the Seller hereby grants to the Issuer, for the benefit of the Securityholders Noteholders and the Insurer, a first priority perfected security interest in all of the Seller's right, title and interest in the Trust Property whether now existing or hereafter created and all proceeds of the foregoing to secure the loan deemed to be made in connection with such pledge and, in such event, this Agreement shall constitute a security agreement under applicable law. (bc) The sale and assignment of the Prefunded Contracts and the other property and rights related thereto described in Section 2.01(b) shall be subject to the satisfaction of each of the following conditions, as well as the conditions set forth in Section 4.08, as of the related Prefunding Transfer Date, as applicable: (i) the Seller shall have delivered to the Custodian, on behalf of the Issuer, the Prefunded Contracts, and the Seller shall have delivered to the Issuer, the Indenture Trustee and the Insurer, on the Business Day immediately preceding the related Prefunding Transfer Date, a duly executed Transfer Certificate, substantially in the form of Exhibit C-1; (ii) the Servicer and the Seller shall certify to the Indenture Trustee and the Insurer that, as of the Prefunding Transfer Date, the Servicer and the Seller, respectively, were not insolvent nor were they made insolvent by such transfer nor were they aware of any such pending insolvency; (iii) the Seller shall certify to the Indenture Trustee and the Insurer that the addition of such Prefunded Contracts will not result in a material adverse tax consequence to the Issuer or the Noteholders; (iv) the Funding Period shall not have terminated; (v) the Seller and the Servicer shall certify to the Indenture Trustee and the Insurer that no selection procedures believed by the Seller or the Servicer to be adverse to the interests of the Noteholders or the Insurer shall have been utilized in selecting the Prefunded Contracts; (vi) the Seller and the Insurer shall not have been advised by either Rating Agency on or before the Business Day immediately preceding such Prefunding Transfer Date that the conveyance of the Prefunded Contracts would result in a qualification, modification or withdrawal of its then current rating of the Notes without regard to the Policy; (vii) the weighted average APR (using the Recomputed Yield for the Rule of 78's Contracts) of the Contracts (after giving effect to the purchase of the related Prefunded Contracts) shall not be less than 10.75%; (viii) less than 20% of the Prefunded Contracts transferred by the Seller to the Issuer since the Closing Date, including all Prefunded Contracts being transferred on such Prefunding Transfer Date, shall have an original term to maturity of more than 60 months and the weighted average remaining term of all Contracts (including the Prefunded Contracts) as of such Prefunding Transfer Date shall not be greater than 59 months; (ix) if the balance in the Prefunding Account prior to such Prefunding Transfer Date exceeds $30,000,000, the aggregate Outstanding Principal Balance, as of the related Prefunding Cut-Off Date, of the Prefunded Contracts to be conveyed by the Seller to the Issuer on such Prefunding Transfer Date shall equal or exceed $10,000,000 and the Insurer shall have consented to such transfer; (x) at least three Business Days prior to each Prefunding Transfer Date, the Seller shall have delivered to the Rating Agencies and the Insurer pool stratification data (including data with respect to when the first scheduled payment is due under each such Prefunded Contract) relating to the Prefunded Contracts to be conveyed by the Seller to the Issuer on such Prefunding Transfer Date, in the form of stratification data delivered to the Rating Agencies and the Insurer with respect to the Funded Contracts, and, as of the related Prefunding Cut-Off Date, shall have certified that the information contained therein is true and correct; and (xi) The first scheduled monthly payment for at least 50% of the Prefunded Contracts (by Outstanding Principal Balance as of the related Prefunding Cut- Off Date) shall be due on or before January 1, 2002. (d) As of the Closing Date, the Issuer acknowledges the conveyance to it of the Trust Property from the Seller, including all right, title and interest of the Seller in and to the Trust Property, receipt of which is hereby acknowledged by the Issuer. Concurrently with such delivery and in exchange therefor, the Issuer has pledged to the Indenture Trustee, for the benefit of the Securityholders Noteholders and the Insurer, the Trust Property and the Indenture Trustee, pursuant to the written instructions of the Issuer, has executed and caused to be authenticated and delivered the Notes to the Seller or its designee, upon the order of the Issuer. In addition, concurrently with such delivery and in exchange therefor, the Owner Trustee, pursuant to the instructions of the Seller, has executed (not in its individual capacity, but solely as Owner Trustee on behalf of the Issuer) and caused to be authenticated and delivered the Certificates to the Seller or its designee, upon the order of the Seller. (ce) In connection with the sale of the Contracts pursuant to the Purchase Agreement, prior to July 1, 2001, Onyx has filed with the office of the Secretary of State of the State of California a UCC-1 UCC- 1 financing statement naming Onyx as debtor, naming the Seller as secured party and including the Contracts in the description of the collateral. In connection with the sale of the Contracts pursuant to this Agreement, the Seller has filed or caused to be filed with the Secretary of State of the State of California Delaware a UCC-1 financing statement naming the Seller as debtor, naming the Issuer as secured party, naming the Indenture Trustee, on behalf of the Noteholders, as assignee, and including the Contracts in the description of the collateral. In connection with the pledge of the Contracts pursuant to the Indenture, the Trust has filed with the offices of the Secretary of State of the State of Delaware UCC-1 financing statements naming the Trust as debtor and the Indenture Trustee, on behalf of the Noteholders and the Insurer, as secured party. The grant of a security interest to the Indenture Trustee and the rights of the Indenture Trustee in the Contracts shall be governed by the Indenture. The Seller shall have caused UCC-2 termination statements UCC-3 partial releases to have been filed with the office of Secretary of State of the State of California terminating any effective UCC-1 financing statements Delaware with respect to any outstanding security interests in the Contracts. (df) From time to time, the Servicer shall cause to be taken such actions as are necessary to continue the perfection of the respective interests of the Trust and the Indenture Trustee in the Contracts and to continue the first priority security interest of the Indenture Trustee in the Financed Vehicles and their proceeds (other than, as to such priority, any statutory lien arising by operation of law after the Closing Date which is prior to such interest), including, without limitation, the filing of financing statements, amendments thereto or continuation statements and the making of notations on records or documents of title. (eg) If any change in the name, identity or corporate structure of the Seller or Onyx or the relocation of the chief executive office state of organization of either of them would make any financing or continuation statement or notice of lien filed under this Agreement or the other Basic Documents misleading within the meaning of applicable provisions of the UCC or any title statute, the Servicer, within the time period required by applicable law, shall file such financing statements or amendments as may be required to preserve and protect the interests of the Trust, the Indenture Trustee, the Securityholders Noteholders and the Insurer in the Contracts, the related Financed Vehicles and the proceeds thereof. Promptly thereafter, the Servicer shall deliver to the Trust, the Indenture Trustee and the Insurer an Opinion of Counsel stating that, in the opinion of such counsel, all financing statements or amendments necessary fully to preserve and protect the interests of the Trust, the Indenture Trustee, the Securityholders Noteholders and the Insurer in the Contracts, the related Financed Vehicles and the proceeds thereof have been filed, and reciting the details of such filings. (fh) During the term of this Agreement, the Seller and Onyx shall each maintain its chief executive office in continue to be an organization organized under the laws of one of the states of the United States. (gi) The Servicer shall pay all reasonable costs and disbursements in connection with the perfection and the maintenance of perfection, as against all third parties, of the Indenture Trustee's right, title and interest in and to the Contracts and in connection with maintaining the first priority security interest (subject to the security interest of the Insurer pursuant to the Insurance Agreement) in the Financed Vehicles and the proceeds thereof. (j) On the Prefunding Closing Date, the Seller shall: (i) deliver a certificate from each secured creditor of the Seller confirming that such creditor has no claim of any security interest in any of the Prefunded Contracts transferred during the Funding Period; (ii) deliver to each Rating Agency, the Insurer and the Indenture Trustee a Prefunding Closing Date Certificate; (iii) deliver to each Rating Agency, the Insurer and the Indenture Trustee an Opinion of Counsel with respect to the absence of negative tax consequences to the Trust, the characterization of the transfer of the Prefunded Contracts and the perfection of the Indenture Trustee's interest on behalf of the Noteholders; (iv) deliver to each Rating Agency, the Insurer and the Indenture Trustee with respect to any state (other than California) in which 10% or more of the Contracts (including the Prefunded Contracts), by Outstanding Principal Balance, were originated, an opinion with respect to the perfection of the security interest of the Indenture Trustee in the Financed Vehicles securing the Contracts originated in such state; and (v) deliver to the Insurer an Opinion of Counsel to the effect that Onyx is duly qualified as a foreign corporation to do business, and is in good standing, in each of the states in which Prefunded Contracts have been originated. Failure to comply with any of the conditions set forth in this Section 2.01(j) on the Prefunding Closing Date shall be deemed to be a breach of a representation and warranty with respect to each of the Prefunded Contracts to which such failed conditions relate as of the Prefunding Closing Date.

CONVEYANCE OF CONTRACTS. (a) In consideration of the Issuer's delivery of the authenticated Notes and Certificates Notes, in an aggregate amount equal to $450,000,000, to or upon the order of the Seller, effective upon the Closing Date, the Seller hereby sells, grants, transfers, conveys and assigns to the Issuer, without recourse (except as expressly provided in Section 2.03 hereof), all of the right, title and interest of the Seller in, to and under: (i) the Funded Contracts listed in the Schedule of Contracts; (ii) all monies received under the Funded Contracts on or after the related Cut-Off Date; (iii) all Net Liquidation Proceeds and Net Insurance Proceeds with respect to any Financed Vehicle to which a Funded Contract relates received on or after the related Cut-Off Date; (iv) the Contract Documents and Contract Files relating to the Funded Contracts (except the Contract Documents and Contract Files for Funded Contracts which have been the subject of a Full Prepayment received on or after the related Cut-Off Date but no later than two Business Days prior to the Closing Date, in lieu of which the Seller shall have deposited in or credited to the Collection Account on or prior to the Closing Date an amount equal to such Full Prepayment); (v) the Trust Accounts and all amounts, financial assets and investment property held therein or credited thereto, including, if applicable, all Eligible Investments credited thereto (but excluding (A) the Payahead Account and all amounts, financial assets and investment property held therein or credited thereto, including all Eligible Investments credited thereto and (B) investment income credited to the Collection Account); (vi) the right of the Seller, as purchaser under the Purchase Agreement, to cause Onyx as seller thereunder to repurchase Funded Contracts listed in the Schedule of Contracts under certain circumstancescircumstances (such right may be enforced by the Issuer or the Indenture Trustee at the direction of the Insurer); (vii) any and all security interests of the Seller in the Financed Vehicles and the rights to receive proceeds from claims on certain insurance policies covering the Financed Vehicles or the individual Obligors under each related Funded Contract; (viii) the Seller's right to proceeds under the Blanket Insurance Policy with respect to the Funded Contracts; and (ix) all proceeds in any way delivered with respect to the foregoing, all rights to payments with respect to the foregoing and all rights to enforce the foregoing. (b) Subject to the conditions set forth in Section 2.01(c), in consideration of the Issuer's delivery of authenticated Notes, in an aggregate amount equal to $450,000,000, to or upon the order of the Seller, effective upon the Closing Date, the Seller hereby sells, grants, transfers, conveys and assigns to the Issuer, without recourse (except as expressly provided in Section 2.03 hereof) effective upon delivery to the Issuer on the related Prefunding Transfer Date against payment therefor from the Prefunding Account in accordance with Section 4.07(b), all of the right, title and interest of the Seller in, to and under: (i) all Prefunded Contracts listed on each Transfer Certificate; (ii) all monies received under the Prefunded Contracts on or after the related Prefunding Cut-Off Date; (iii) all Net Liquidation Proceeds and Net Insurance Proceeds with respect to any Financed Vehicle to which a Prefunded Contract relates received on or after the related Prefunding Cut-Off Date; (iv) the Contract Documents and Contract Files relating to the Prefunded Contracts; (v) the right of the Seller, as purchaser under the Purchase Agreement, to cause Onyx as seller thereunder to repurchase Prefunded Contracts listed on any Transfer Certificate under certain circumstances; (vi) any and all security interests of the Seller in the related Financed Vehicles and the rights to receive proceeds from claims on certain insurance policies covering such Financed Vehicles or the individual Obligors under each related Prefunded Contract; (vii) the Seller's right to proceeds under the Blanket Insurance Policy with respect to the Prefunded Contracts; and (viii) all proceeds in any way delivered with respect to the foregoing, all rights to payments with respect to the foregoing and all rights to enforce the foregoing. The foregoing items of property listed in this Section 2.01Sections 2.01(a) and (b), together with the rights of the Indenture Trustee under the Policy, are collectively referred to as the "TRUST PROPERTY". In addition, on or prior to the Closing Date, the Seller shall cause the Insurer to deliver the Policy to the Indenture Trustee for the benefit of the SecurityholdersNoteholders. It is the intention of the Seller and the Issuer that the assignment and transfer herein contemplated constitute (and shall be construed and treated for all purposes as) a true and complete sale of the Trust Property (other than the Spread Account and the Policy), conveying good title thereto free and clear of any liens and encumbrances, from the Seller to the Issuer. However, in the event that such conveyance is deemed to be a pledge to secure a loan (in spite of the express intent of the parties hereto that this conveyance constitutes, and shall be construed and treated for all purposes, as a true and complete sale), the Seller hereby grants to the Issuer, for the benefit of the Securityholders Noteholders and the Insurer, a first priority perfected security interest in all of the Seller's right, title and interest in the Trust Property whether now existing or hereafter created and all proceeds of the foregoing to secure the loan deemed to be made in connection with such pledge and, in such event, this Agreement shall constitute a security agreement under applicable law. (bc) The sale and assignment of the Prefunded Contracts and the other property and rights related thereto described in Section 2.01(b) shall be subject to the satisfaction of each of the following conditions, as well as the conditions set forth in Section 4.08, as of the related Prefunding Transfer Date, as applicable: (i) the Seller shall have delivered to the Custodian, on behalf of the Issuer, the Prefunded Contracts, and the Seller shall have delivered to the Issuer, the Indenture Trustee and the Insurer, on the Business Day immediately preceding the related Prefunding Transfer Date, a duly executed Transfer Certificate, substantially in the form of Exhibit C-1; (ii) the Servicer and the Seller shall certify to the Indenture Trustee and the Insurer that, as of the Prefunding Transfer Date, the Servicer and the Seller, respectively, were not insolvent nor were they made insolvent by such transfer nor were they aware of any such pending insolvency; (iii) the Seller shall certify to the Indenture Trustee and the Insurer that the addition of such Prefunded Contracts will not result in a material adverse tax consequence to the Issuer or the Noteholders; (iv) the Funding Period shall not have terminated; (v) the Seller and the Servicer shall certify to the Indenture Trustee and the Insurer that no selection procedures believed by the Seller or the Servicer to be adverse to the interests of the Noteholders or the Insurer shall have been utilized in selecting the Prefunded Contracts; (vi) the Seller and the Insurer shall not have been advised by either Rating Agency on or before the Business Day immediately preceding such Prefunding Transfer Date that the conveyance of the Prefunded Contracts would result in a qualification, modification or withdrawal of its then current rating of the Notes without regard to the Policy; (vii) the weighted average APR (using the Recomputed Yield for the Rule of 78's Contracts) of the Contracts (after giving effect to the purchase of the related Prefunded Contracts) shall not be less than 8.75%; (viii) less than 30% of the Prefunded Contracts transferred by the Seller to the Issuer since the Closing Date, including all Prefunded Contracts being transferred on such Prefunding Transfer Date, shall have an original term to maturity of more than 60 months and the weighted average remaining term of all Contracts (including the Prefunded Contracts) as of such Prefunding Transfer Date shall not be greater than 63 months; (ix) if the balance in the Prefunding Account prior to such Prefunding Transfer Date exceeds $30,000,000, the aggregate Outstanding Principal Balance, as of the related Prefunding Cut-Off Date, of the Prefunded Contracts to be conveyed by the Seller to the Issuer on such Prefunding Transfer Date shall equal or exceed $10,000,000 and the Insurer shall have consented to such transfer; (x) at least three Business Days prior to each Prefunding Transfer Date, the Seller shall have delivered to the Rating Agencies and the Insurer pool stratification data (including data with respect to when the first scheduled payment is due under each such Prefunded Contract) relating to the Prefunded Contracts to be conveyed by the Seller to the Issuer on such Prefunding Transfer Date, in the form of stratification data delivered to the Rating Agencies and the Insurer with respect to the Funded Contracts, and, as of the related Prefunding Cut-Off Date, shall have certified that the information contained therein is true and correct; and (xi) the first scheduled monthly payment for at least 50% of the Prefunded Contracts (by Outstanding Principal Balance as of the related Prefunding Cut-Off Date) shall be due on or before May 31, 2004. (d) As of the Closing Date, the Issuer acknowledges the conveyance to it of the Trust Property from the Seller, including all right, title and interest of the Seller in and to the Trust Property, receipt of which is hereby acknowledged by the Issuer. Concurrently with such delivery and in exchange therefor, the Issuer has pledged to the Indenture Trustee, for the benefit of the Securityholders Noteholders and the Insurer, the Trust Property and the Indenture Trustee, pursuant to the written instructions of the Issuer, has executed and caused to be authenticated and delivered the Notes to the Seller or its designee, upon the order of the Issuer. In addition, concurrently with such delivery and in exchange therefor, the Owner Trustee, pursuant to the instructions of the Seller, has executed (not in its individual capacity, but solely as Owner Trustee on behalf of the Issuer) and caused to be authenticated and delivered the Certificates to the Seller or its designee, upon the order of the Seller. (ce) In connection with the sale of the Contracts pursuant to the Purchase Agreement, Onyx has filed with the office of the Secretary of State of the State of California Delaware a UCC-1 financing statement naming Onyx as debtor, naming the Seller as secured party and including the Contracts in the description of the collateral, such filing made in order to continue the effectiveness of a financing statement naming Onyx as debtor and the Seller as secured party filed with the office of the Secretary of State of the State of California prior to July 1, 2001. In connection with the sale of the Contracts pursuant to this Agreement, the Seller has filed or caused to be filed with the Secretary of State of the State of California Delaware a UCC-1 financing statement naming the Seller as debtor, naming the Issuer as secured party, naming the Indenture Trustee, on behalf of the Noteholders, as assignee, and including the Contracts in the description of the collateral. In connection with the pledge of the Contracts pursuant to the Indenture, the Trust has filed with the offices of the Secretary of State of the State of Delaware UCC-1 financing statements naming the Trust as debtor and the Indenture Trustee, on behalf of the Noteholders and the Insurer, as secured party. The grant of a security interest to the Indenture Trustee and the rights of the Indenture Trustee in the Contracts shall be governed by the Indenture. The Seller shall have caused UCC-2 termination statements UCC-3 partial releases to have been filed with the office of Secretary of State of the State of California terminating any effective UCC-1 financing statements Delaware with respect to any outstanding security interests in the Contracts. (df) From time to time, the Servicer shall cause to be taken such actions as are necessary to continue the perfection of the respective interests of the Trust and the Indenture Trustee in the Contracts and to continue the first priority security interest of the Indenture Trustee in the Financed Vehicles and their proceeds (other than, as to such priority, any statutory lien arising by operation of law after the Closing Date which is prior to such interest), including, without limitation, the filing of financing statements, amendments thereto or continuation statements and the making of notations on records or documents of title. (eg) If any change in the name, identity or corporate structure of the Seller or Onyx or the relocation of the chief executive office state of organization of either of them would make any financing or continuation statement or notice of lien filed under this Agreement or the other Basic Documents misleading within the meaning of applicable provisions of the UCC or any title statute, the Servicer, within the time period required by applicable law, shall file such financing statements or amendments as may be required to preserve and protect the interests of the Trust, the Indenture Trustee, the Securityholders Noteholders and the Insurer in the Contracts, the related Financed Vehicles and the proceeds thereof. Promptly thereafter, the Servicer shall deliver to the Trust, the Indenture Trustee and the Insurer an Opinion of Counsel stating that, in the opinion of such counsel, all financing statements or amendments necessary fully to preserve and protect the interests of the Trust, the Indenture Trustee, the Securityholders Noteholders and the Insurer in the Contracts, the related Financed Vehicles and the proceeds thereof have been filed, and reciting the details of such filings. (fh) During the term of this Agreement, the Seller and Onyx shall each maintain its chief executive office in continue to be an organization organized under the laws of one of the states of the United States. (gi) The Servicer shall pay all reasonable costs and disbursements in connection with the perfection and the maintenance of perfection, as against all third parties, of the Indenture Trustee's right, title and interest in and to the Contracts and in connection with maintaining the first priority security interest (subject to the security interest of the Insurer pursuant to the Insurance Agreement) in the Financed Vehicles and the proceeds thereof. (j) On the Prefunding Closing Date, the Seller shall: (i) deliver a certificate from each secured creditor of the Seller confirming that such creditor has no claim of any security interest in any of the Prefunded Contracts transferred during the Funding Period; (ii) deliver to each Rating Agency, the Insurer and the Indenture Trustee a Prefunding Closing Date Certificate; (iii) deliver to each Rating Agency, the Insurer and the Indenture Trustee an Opinion of Counsel with respect to the absence of negative tax consequences to the Trust, the characterization of the transfer of the Prefunded Contracts and the perfection of the Indenture Trustee's interest on behalf of the Noteholders; (iv) deliver to each Rating Agency, the Insurer and the Indenture Trustee with respect to any state (other than California) in which 10% or more of the Contracts (including the Prefunded Contracts), by Outstanding Principal Balance, were originated, an opinion with respect to the perfection of the security interest of the Indenture Trustee in the Financed Vehicles securing the Contracts originated in such state; and (v) deliver to the Insurer an Opinion of Counsel to the effect that Onyx is duly qualified as a foreign corporation to do business, and is in good standing, in each of the states in which Prefunded Contracts have been originated. Failure to comply with any of the conditions set forth in this Section 2.01(j) on the Prefunding Closing Date shall be deemed to be a breach of a representation and warranty with respect to each of the Prefunded Contracts to which such failed conditions relate as of the Prefunding Closing Date.

CONVEYANCE OF CONTRACTS. (a) In consideration of the Issuer's delivery of the authenticated Notes and Certificates to or upon the order of the Seller, effective Effective upon the Closing Date, on the Seller terms and subject to the conditions set forth in this Agreement, Onyx hereby sells, grants, transfers, conveys and assigns to the IssuerPurchaser, without recourse (except as expressly provided in Section 2.03 hereof)recourse, all of the right, title and interest of the Seller Onyx in, to and under: (i) the Funded Contracts listed in the Schedule of Contracts; (ii) all monies received under the Funded Contracts on or after the related Cut-Off Date; (iii) all Net Liquidation Proceeds and Net Insurance Proceeds with respect to any Financed Vehicle to which a Funded Contract relates received on or after the related Cut-Off Date; (iv) the Contract Documents and Contract Files relating to the Funded Contracts (except the Contract Documents and Contract Files for Funded Contracts which have been the subject of a Full Prepayment received on or after the related Cut-Off Date but no later than two Business Days prior to the Closing Date, in lieu of which the Seller shall have deposited in or credited to the Collection Account on or prior to the Closing Date an amount equal to such Full Prepayment); (v) the Trust Accounts and all amounts, financial assets and investment property held therein or credited thereto, including, if applicable, all Eligible Investments credited thereto (but excluding (A) the Payahead Account and all amounts, financial assets and investment property held therein or credited thereto, including all Eligible Investments credited thereto and (B) investment income credited to the Collection Account); (vi) the right of the Seller, as purchaser under the Purchase Agreement, to cause Onyx as seller thereunder to repurchase Contracts listed in the Schedule of Contracts under certain circumstances; (vii) any and all security interests of the Seller Onyx in the Financed Vehicles and the rights to receive proceeds from claims on certain insurance policies covering the Financed Vehicles or the individual Obligors under each related Funded Contract;; and (viiivi) the Seller's right to all proceeds under the Blanket Insurance Policy in any way delivered with respect to the foregoing, all rights to payments with respect to the foregoing and all rights to enforce the foregoing. (b) Effective upon each Prefunding Transfer Date, Onyx, for good and valuable consideration, hereby sells, grants, transfers, conveys and assigns to the Purchaser, without recourse, all of the right, title and interest of Onyx in, to and under: (i) the Prefunded Contracts listed on the Schedule of Contracts for such Contracts; (ii) all monies received under the Prefunded Contracts on or after the related Prefunding Cut-Off Date; (iii) all Net Liquidation Proceeds and Net Insurance Proceeds with respect to any Financed Vehicle to which a Prefunded Contract relates received on or after the related Prefunding Cut-Off Date; (iv) the Contract Documents and the Contract Files relating to the Prefunded Contracts; (v) any and all security interests of Onyx in the related Financed Vehicles and the rights to receive proceeds from claims on certain insurance policies covering the Financed Vehicles or the individual Obligors under each related Prefunded Contract; and (ixvi) all proceeds in any way delivered with respect to the foregoing, all rights to payments with respect to the foregoing and all rights to enforce the foregoing. The foregoing items of property listed in this Section 2.01, together with the rights of the Indenture Trustee under the PolicySections 2.01(a) and (b), are collectively referred to as the "TRUST PROPERTY". In addition, on or prior to the Closing Date, the Seller shall cause the Insurer to deliver the Policy to the Indenture Trustee for the benefit of the Securityholders“Property”. It is the intention of the Seller and the Issuer Purchaser that the assignment and transfer herein contemplated constitute (and shall be construed and treated for all purposes as) a true and complete sale of the Trust Property (other than the Spread Account and the Policy)Property, conveying good title thereto free and clear of any liens and encumbrances, from the Seller to the IssuerPurchaser. However, in the event that such conveyance is deemed to be a pledge to secure a loan (in spite of the express intent of the parties hereto that this conveyance constitutes, and shall be construed and treated for all purposes, as a true and complete sale), the Seller hereby grants to the Issuer, for the benefit of the Securityholders and the InsurerPurchaser, a first priority perfected security interest in all of the Seller's ’s right, title and interest in the Trust Property whether now existing or hereafter created and all proceeds of the foregoing to secure the loan deemed to be made in connection with such pledge and, in such event, this Agreement shall constitute a security agreement under applicable law. (bc) In consideration of the sale of the Funded Contracts sold to the Purchaser on the Closing Date, the Purchaser shall pay to Onyx on such date an amount equal to $874,287,190.15, representing the estimated fair market value of the Funded Contracts on the Closing Date. Notwithstanding the preceding sentence, if such purchase price for the Funded Contracts exceeds the amount of cash available to the Purchaser from the proceeds of the sale of the Notes, then an undivided interest in such Funded Contracts in an amount equal to such excess shall be deemed to have been contributed to the Purchaser by Onyx. (d) In consideration of the sale of the Prefunded Contracts sold to the Purchaser on each Prefunding Date, the Purchaser shall pay to Onyx on such date an amount equal to the estimated fair market value of the related Prefunded Contracts on such Prefunding Date. Notwithstanding the preceding sentence, if such purchase price to be paid by the Purchaser for such Prefunded Contracts exceeds the amount of any cash payments paid by the Issuer to the Purchaser on such Prefunding Date for such Prefunded Contracts, then an undivided interest in such Prefunded Contracts in an amount equal to such excess shall be deemed to have been contributed to the Purchaser by Onyx. (e) It is the intention of Onyx and the Purchaser that the assignment and transfer herein contemplated constitute (and shall be construed and treated for all purposes as) a true and complete sale of the Property, conveying good title thereto free and clear of any liens and encumbrances, from Onyx to the Purchaser. However, in the event that such conveyance is deemed to be a pledge to secure a loan in spite of the express intent of the parties hereto that this conveyance constitutes (and shall be construed and treated for all purposes as) a true and complete sale, Onyx hereby grants to the Purchaser, a first priority perfected security interest in all of Onyx’s right, title and interest in the Property whether now existing or hereafter created and all proceeds of the foregoing to secure the loan deemed to be made in connection with such pledge and, in such event, this Agreement shall constitute a security agreement under applicable law. (f) As of the Closing Date, the Issuer Purchaser acknowledges the conveyance to it of the Trust Property from the SellerOnyx, including all right, title and interest of the Seller Onyx in and to the Trust Property, receipt of which is hereby acknowledged by the Issuer. Concurrently with such delivery and in exchange therefor, the Issuer has pledged to the Indenture Trustee, for the benefit of the Securityholders and the Insurer, the Trust Property and the Indenture Trustee, pursuant to the written instructions of the Issuer, has executed and caused to be authenticated and delivered the Notes to the Seller or its designee, upon the order of the Issuer. In addition, concurrently with such delivery and in exchange therefor, the Owner Trustee, pursuant to the instructions of the Seller, has executed (not in its individual capacity, but solely as Owner Trustee on behalf of the Issuer) and caused to be authenticated and delivered the Certificates to the Seller or its designee, upon the order of the SellerPurchaser. (cg) In connection with the sale of the Contracts pursuant to the Purchase Agreement, Onyx has filed with the office of the Secretary of State of the State of California a UCC-1 financing statement naming Onyx as debtor, naming the Seller as secured party and including the Contracts in the description of the collateral. In connection with the sale of the Contracts pursuant to this Agreement, the Seller has filed Onyx shall file, or caused cause to be filed with within ten days after the Secretary effective date of State of the State of California this Agreement a UCC-1 financing statement naming in order to perfect the Seller as debtor, naming the Issuer as secured party, naming the Indenture Trustee, on behalf of the Noteholders, as assignee, and including the Contracts in the description of the collateral. In connection with the pledge sale of the Contracts pursuant from Onyx to the Indenture, the Trust has filed with the offices of the Secretary of State of the State of Delaware UCC-1 financing statements naming the Trust as debtor Purchaser and the Indenture Trustee, on behalf of the Noteholders and the Insurer, as secured party. The grant of a security interest to the Indenture Trustee and the rights of the Indenture Trustee in the Contracts shall be governed by granted to the IndenturePurchaser hereunder. The Seller Onyx shall have caused UCC-2 termination statements UCC financing statement amendments to have been filed with the office of Secretary of State of the State of California Delaware terminating or amending any effective UCC-1 financing statements with respect to any outstanding security interests in the Contracts. (d) From time to time, the Servicer shall cause to be taken such actions as are necessary to continue the perfection of the respective interests of the Trust and the Indenture Trustee in the Contracts and to continue the first priority security interest of the Indenture Trustee in the Financed Vehicles and their proceeds (other than, as to such priority, any statutory lien arising by operation of law after the Closing Date which is prior to such interest), including, without limitation, the filing of financing statements, amendments thereto or continuation statements and the making of notations on records or documents of title. (eh) If any change in the name, identity or corporate structure of the Seller or Onyx or the relocation state of the chief executive office incorporation of either of them Onyx would make any financing or continuation statement or notice of lien filed under this Agreement or the other Basic Documents misleading within the meaning of applicable provisions of the UCC or any title statute, the ServicerOnyx, within the time period required by applicable law, shall file such financing statements or amendments as may be required to preserve and protect the interests of the TrustPurchaser, the Indenture Trustee, the Securityholders and the Insurer in the Contracts, the related Financed Vehicles and the proceeds thereof. Promptly thereafter, the Servicer shall deliver to the Trust, the Indenture Trustee and the Insurer an Opinion of Counsel stating that, in the opinion of such counsel, all financing statements or amendments necessary fully to preserve and protect the interests of the Trust, the Indenture Trustee, the Securityholders and the Insurer in the Contracts, the related Financed Vehicles and the proceeds thereof have been filed, and reciting the details of such filings. (fi) During the term of this Agreement, Onyx and the Seller and Onyx Purchaser shall each maintain its chief executive office in one of the states of the United States. (gj) The Servicer Purchaser shall pay all reasonable costs and disbursements in connection with the perfection and the maintenance of perfection, as against all third parties, of the Indenture Trustee's ’s right, title and interest in and to the Contracts and in connection with maintaining the first priority security interest (subject to the security interest of the Insurer pursuant to the Insurance Agreement) in the Financed Vehicles and the proceeds thereof. (k) Onyx shall authorize and file such financing statements and cause to be authorized and filed such continuation and other statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Purchaser under this Agreement in the Contracts and other Purchased Assets (other than any Purchased Assets with respect thereto, to the extent that the interest of the Purchaser therein cannot be perfected by the filing of a financing statement). Onyx shall deliver (or cause to be delivered) to the Purchaser file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (l) Onyx shall give the Purchaser at least five days’ prior written notice of any change of location of Onyx for purposes of Section 9-307 of the UCC and shall have taken all action prior to making such change (or shall have made arrangements to take such action substantially simultaneously with such change, if it is not possible to take such action in advance) reasonably necessary or advisable in the opinion of the Purchaser to amend all previously filed financing statements or continuation statements described in paragraph (k) above.

CONVEYANCE OF CONTRACTS. (a) In consideration of the Issuer's delivery of the authenticated Notes and Certificates to or upon the order of the SellerSeller of $______ of Outstanding Principal Balance of Contracts less the Spread Account Initial Deposit, effective upon the Closing Date, the Seller hereby sells, grants, transfers, assigns and otherwise conveys and assigns to the Issuer, without recourse (except as expressly provided in Section 2.03 hereofsubject to the obligations herein), all of the right, title and interest of the Seller (exclusive of (i) the Retained Yield in respect of the Contracts, and (ii) the amount, if any, allocable to any rebatable insurance premium financed by any Contract) in, to and under: (i) under the Contracts (which Contracts shall be listed in the Schedule of Contracts; ), including, without limitation, all payments of Monthly P&I (iiexclusive of the Retained Yield, which shall be paid directly to the Seller as provided in Section 5.02(b)) all monies received under the Contracts due on or after __________ 1, 20__ (excluding the Cut-Off Date; (iii) amount allocable to principal and interest due prior to __________ 1, 20__); all Net Liquidation Proceeds and Net Insurance Proceeds with respect to any Financed Vehicle to which a Contract relates received on or after __________ 1, 20__ and all other proceeds received on or in respect of such Contracts (other than payments of Monthly P&I due prior to __________ 1, 20__), and any and all security interests in the Cut-Off Date; (iv) Financed Vehicles; the Contract Documents and Contract Files relating to the Contracts (except the Contract Documents and Contract Files for Contracts which have been the subject of a Full Prepayment received on or after the Cut-Off Date __________ 1, 20__ but no later than two one Business Days Day prior to the Closing Date, in lieu of which the Seller shall have deposited in or credited to the Collection Account on or prior to the Closing Date an amount equal to such Full Prepayment); (v) the Trust Accounts ; and all amounts, financial assets and investment property held therein or credited thereto, including, if applicable, all Eligible Investments credited thereto (but excluding (A) the Payahead Account and all amounts, financial assets and investment property held therein or credited thereto, including all Eligible Investments credited thereto and (B) investment income credited to the Collection Account); (vi) the right of the Seller, as purchaser under the Purchase Agreement, to cause Onyx as seller thereunder to repurchase Contracts listed in the Schedule of Contracts under certain circumstances; (vii) any and all security interests of the Seller in the Financed Vehicles and the rights to receive proceeds from claims on certain insurance policies covering the Financed Vehicles or the individual Obligors under each related Contract; (viii) the Seller's right to proceeds under the Blanket Insurance Policy with respect to the Contracts; and (ix) all proceeds in any way delivered with respect to the foregoing, all rights to payments with respect to the foregoing and all rights to enforce the foregoing. The foregoing items of property listed in this Section 2.01, together with the rights provided that $______ of the Indenture Trustee under principal amount of Contract number __________ is retained by the PolicySeller. (b) The Bank has filed or caused to be filed UCC-1 financing statements, are collectively referred executed by the Bank as debtor, naming WFS as secured party and describing the Contracts originated by the Bank and transferred to as the "TRUST PROPERTY". In addition, WFS on or prior to the Closing Date, Date as collateral with the Seller shall cause the Insurer to deliver the Policy to the Indenture Trustee for the benefit Office of the Securityholders. It is the intention Secretary of State of the Seller and the Issuer that the assignment and transfer herein contemplated constitute (and shall be construed and treated for all purposes as) a true and complete sale State of the Trust Property (other than the Spread Account and the Policy), conveying good title thereto free and clear of any liens and encumbrances, from the Seller to the IssuerCalifornia. However, in the event that such conveyance is deemed to be a pledge to secure a loan (in spite of the express intent of the parties hereto that this conveyance constitutes, and shall be construed and treated for all purposes, as a true and complete sale), the Seller hereby grants to the Issuer, for the benefit of the Securityholders and the Insurer, a first priority perfected security interest in all of the Seller's right, title and interest in the Trust Property whether now existing WFS has filed or hereafter created and all proceeds of the foregoing to secure the loan deemed to be made in connection with such pledge and, in such event, this Agreement shall constitute a security agreement under applicable law. (b) As of the Closing Date, the Issuer acknowledges the conveyance to it of the Trust Property from the Seller, including all right, title and interest of the Seller in and to the Trust Property, receipt of which is hereby acknowledged by the Issuer. Concurrently with such delivery and in exchange therefor, the Issuer has pledged to the Indenture Trustee, for the benefit of the Securityholders and the Insurer, the Trust Property and the Indenture Trustee, pursuant to the written instructions of the Issuer, has executed and caused to be authenticated and delivered the Notes to filed UCC-1 financing statements executed by WFS as debtor, naming the Seller or its designee, upon the order of the Issuer. In addition, concurrently with such delivery as secured party and in exchange therefor, the Owner Trustee, pursuant to the instructions of the Seller, has executed (not in its individual capacity, but solely as Owner Trustee on behalf of the Issuer) and caused to be authenticated and delivered the Certificates to the Seller or its designee, upon the order of the Seller. (c) In connection with the sale of describing the Contracts pursuant to the Purchase Agreement, Onyx has filed as collateral with the office of the Secretary of State of the State of California a UCC-1 financing statement naming Onyx as debtor, naming the Seller as secured party and including the Contracts in the description of the collateralCalifornia. In connection with the sale of the Contracts pursuant to this Agreement, the The Seller has filed or caused to be filed UCC-1 financing statements, executed by the Seller as debtor, naming the Collateral Agent, on behalf of the Insurer, as secured party and describing the Contracts as collateral, with the Office of the Secretary of State of the State of California California. The grant of a security interest to the Collateral Agent on behalf of the Insurer and the rights of the Collateral Agent and the Insurer in respect of such security interest shall be governed by the Insurance Agreement. The Seller has filed or caused to be filed UCC-1 financing statement naming statements, executed by the Seller as debtor, naming the Issuer Owner Trust as secured partyparty and describing the Contracts being sold by it to the Owner Trust as collateral, with the Office of the Secretary of State of the State of California. The Owner Trust has filed or caused to be filed UCC-1 financing statements, executed by the Owner Trust as debtor, naming the Indenture Trustee, on behalf of the Noteholders, as assignee, secured party and including describing the Contracts in the description of the as collateral. In connection , with the pledge of the Contracts pursuant to the Indenture, the Trust has filed with the offices office of the Secretary of State of the State States of Delaware UCC-1 financing statements naming the Trust as debtor and the Indenture Trustee, on behalf of the Noteholders and the Insurer, as secured partyCalifornia. The grant of a security interest to the Indenture Trustee and the rights of the Indenture Trustee in the Contracts shall be governed by the Indenture. The Seller shall have caused UCC-2 termination statements to have been filed with the office of Secretary of State of the State of California terminating any effective UCC-1 financing statements with respect to any outstanding security interests in the Contracts. (d) From time to time, the Servicer shall cause to be taken such actions as are necessary to continue the perfection of the respective interests of the Trust and the Indenture Trustee in the Contracts and to continue the first priority security interest of the Indenture Trustee in the Financed Vehicles and their proceeds (other than, as to such priority, any statutory lien arising by operation of law after the Closing Date which is prior to such interest), including, without limitation, the filing of financing statements, amendments thereto or continuation statements and the making of notations on records or documents of title. (e) If any change in the name, identity or corporate structure of the Seller or Onyx or the relocation of the chief executive office of either of them would make any financing or continuation statement or notice of lien filed under this Agreement or the other Basic Documents misleading within the meaning of applicable provisions of the UCC or any title statute, the Servicer, within the time period required by applicable law, shall file such financing statements or amendments as may be required to preserve and protect the interests of the Trust, the Indenture Trustee, the Securityholders and the Insurer in the Contracts, the related Financed Vehicles and the proceeds thereof. Promptly thereafter, the Servicer shall deliver to the Trust, the Indenture Trustee and the Insurer an Opinion of Counsel stating that, in the opinion of such counsel, all financing statements or amendments necessary fully to preserve and protect the interests of the Trust, the Indenture Trustee, the Securityholders and the Insurer in the Contracts, the related Financed Vehicles and the proceeds thereof have been filed, and reciting the details of such filings. (f) During the term of this Agreement, the Seller and Onyx shall each maintain its chief executive office in one of the states of the United States. (g) The Servicer shall pay all reasonable costs and disbursements in connection with the perfection and the maintenance of perfection, as against all third parties, of the Indenture Trustee's right, title and interest in and to the Contracts and in connection with maintaining the first priority security interest (subject to the security interest of the Insurer pursuant to the Insurance Agreement) in the Financed Vehicles and the proceeds thereof.governed

CONVEYANCE OF CONTRACTS. (a) a. In consideration of the IssuerWFSRC3's delivery of the authenticated Notes and Certificates to or upon the order of WFS of the Sellerpurchase price for the Contracts listed on Schedule A hereto (the "Schedule of Contracts"), effective upon the Closing Date, the Seller WFS hereby sells, grants, transfers, assigns and otherwise conveys and assigns to WFSRC3 on the IssuerSubsequent Transfer Date, without recourse (except as expressly provided in Section 2.03 hereofsubject to the obligations herein), all of the its right, title and interest interest, including all rights to service the Subsequent Contracts (exclusive of the Seller amount, if any, allocable to any rebatable insurance premium financed by any such Subsequent Contract) in, to and under: (i) under each and all of the Subsequent Contracts listed in the on that Schedule of Contracts; (ii) , including, without limitation, all monies payments of Monthly P&I received under the Contracts on or after the Cut-Off Date; (iii) close of business on April 13, 2005; all Net Liquidation Proceeds and Net Insurance Proceeds with respect to any Financed Vehicle to which a Subsequent Contract relates received on or after the Cut-Off Date; (iv) the Contract Documents close of business on April 13, 2005 and Contract Files relating to the Contracts (except the Contract Documents and Contract Files for Contracts which have been the subject of a Full Prepayment all other proceeds received on or after the Cut-Off Date but no later than two Business Days prior to the Closing Datein respect of any such Subsequent Contract, in lieu of which the Seller shall have deposited in or credited to the Collection Account on or prior to the Closing Date an amount equal to such Full Prepayment); (v) the Trust Accounts and all amounts, financial assets and investment property held therein or credited thereto, including, if applicable, all Eligible Investments credited thereto (but excluding (A) the Payahead Account and all amounts, financial assets and investment property held therein or credited thereto, including all Eligible Investments credited thereto and (B) investment income credited to the Collection Account); (vi) the right of the Seller, as purchaser under the Purchase Agreement, to cause Onyx as seller thereunder to repurchase Contracts listed in the Schedule of Contracts under certain circumstances; (vii) any and all security interests of the Seller in the Financed Vehicles and Vehicles; the rights Contract Documents relating to receive proceeds from claims on certain insurance policies covering the Financed Vehicles or the individual Obligors under each related Contract; (viii) the Seller's right to proceeds under the Blanket Insurance Policy with respect to the of such Subsequent Contracts; and (ix) and all proceeds in any way delivered with respect to the foregoing, all rights to payments with respect to the foregoing and all rights to enforce the foregoing. The foregoing items Although the parties intend, and have expressly so stated, that the conveyance of property listed in this Section 2.01WFS' right, together with the rights of the Indenture Trustee title and interest in, to and under the PolicySubsequent Contracts pursuant to this Agreement shall constitute a purchase and sale and not a financing, are collectively referred in order to as the "TRUST PROPERTY". In addition, on or prior to the Closing Date, the Seller shall cause the Insurer to deliver the Policy to the Indenture Trustee for the benefit of the Securityholders. It is the intention of the Seller and the Issuer that the assignment and transfer herein contemplated constitute (and shall be construed and treated for all purposes as) a true and complete sale of the Trust Property (other than the Spread Account and the Policy), conveying good title thereto free and clear of any liens and encumbrances, from the Seller to the Issuer. However, protect WFSRC3 in the event that, despite such express intention that the transaction be treated as a sale, such conveyance is instead deemed to be a pledge to secure a loan (in spite of the express intent of the parties hereto that this conveyance constitutesfinancing, and shall be construed and treated for all purposes, as a true and complete sale), the Seller WFS hereby grants to the Issuer, for the benefit of the Securityholders and the Insurer, WFSRC3 a first priority perfected security interest in all of the Seller's WFS' right, title and interest in in, to and under the Trust Property whether now existing or hereafter created and Subsequent Contracts, including all proceeds of the foregoing thereof to secure the loan deemed to be made in connection with repayment of such pledge andfinancing, in such event, and agrees this Agreement shall constitute a security agreement under applicable law. (b) As b. The purchase price for the Subsequent Contracts is $250,000,000.60. At the Subsequent Transfer Date WFSRC3 shall deliver to WFS the amount on deposit in the Pre-Funding Account on such date as part of the Closing Date, consideration for the Issuer acknowledges the conveyance to it transfer of the Trust Property from the Seller, including all right, title and interest of the Seller in and Subsequent Contracts to the Trust Property, receipt of which pursuant to this Agreement. To the extent the amount received by WFS from WFSRC3 at the Subsequent Transfer Date is hereby acknowledged by insufficient to fully pay the Issuer. Concurrently with such delivery and in exchange thereforpurchase price, the Issuer balance shall be accounted for as an advance obligation due from WFSRC3 to WFS under the Revolving Line of Credit Agreement, as amended, dated as of August 8, 2002, by and between WFS and WFSRC3. c. WFS has pledged to the Indenture Trustee, for the benefit of the Securityholders and the Insurer, the Trust Property and the Indenture Trustee, pursuant to the written instructions of the Issuer, has executed and caused filed or authorized to be authenticated and delivered the Notes to the Seller or its designee, upon the order of the Issuer. In addition, concurrently with such delivery and in exchange therefor, the Owner Trustee, pursuant to the instructions of the Seller, has executed (not in its individual capacity, but solely as Owner Trustee on behalf of the Issuer) and caused to be authenticated and delivered the Certificates to the Seller or its designee, upon the order of the Seller. (c) In connection with the sale of the Contracts pursuant to the Purchase Agreement, Onyx has filed with the office of the Secretary of State of the State of California a UCC-1 financing statement naming Onyx statements as debtor, naming the Seller WFSRC3 as secured party and including the Contracts in the description of the collateral. In connection with the sale describing all of the Contracts pursuant to this Agreement, the Seller has filed or caused to be filed with the Secretary of State of the State of California a UCC-1 financing statement naming the Seller as debtor, naming the Issuer as secured party, naming the Indenture Trustee, on behalf of the Noteholders, as assignee, and including the Contracts in the description of the collateral. In connection with the pledge of the Contracts pursuant to the Indenture, the Trust has filed with the offices of the Secretary of State of the State of Delaware UCC-1 financing statements naming the Trust as debtor and the Indenture Trustee, on behalf of the Noteholders and the Insurer, as secured party. The grant of a security interest to the Indenture Trustee and the rights of the Indenture Trustee in the Contracts shall be governed by the Indenture. The Seller shall have caused UCC-2 termination statements to have been filed with the office of Secretary of State of the State of California terminating any effective UCC-1 financing statements with respect to any outstanding security interests in the Contracts. (d) From time to time, the Servicer WFS shall cause to be taken such actions as are necessary to continue the perfection of the respective interests of the Trust and the Indenture Trustee WFSRC3 in the Contracts and to continue the first priority security interest of the Indenture Trustee in the Financed Vehicles and their proceeds (other than, as to such priority, any statutory lien arising by operation of law after the Closing Subsequent Transfer Date which is prior to such interest), including, without limitation, the filing of financing statements, amendments thereto or continuation statements and the making of notations on records or documents of title. (e) d. If any change in the name, identity or corporate structure of the Seller or Onyx WFS or the relocation place of the chief executive office of either of them its incorporation would make any financing or continuation statement or notice of lien filed under this Agreement or the other Basic Documents seriously misleading within the meaning of applicable provisions of the UCC or any title statute, the Servicer, WFS within the time period required by applicable law, shall file such financing statements or amendments as may be required to preserve and protect the interests of the Trust, the Indenture Trustee, the Securityholders and the Insurer WFSRC3 in the Contracts, the related Financed Vehicles and the proceeds thereof. Promptly thereafter, the Servicer WFS shall deliver to the Trust, the Indenture Trustee and the Insurer WFSRC3 an Opinion of Counsel stating that, in the opinion of such counsel, all financing statements or amendments necessary fully to preserve and protect the interests of the Trust, the Indenture Trustee, the Securityholders and the Insurer WFSRC3 in the Contracts, the related Financed Vehicles and the proceeds thereof have been filed, and reciting the details of such filings. (f) During the term of this Agreement, the Seller and Onyx shall each maintain its chief executive office in one of the states of the United States. (g) The Servicer e. WFS shall pay all reasonable costs and disbursements in connection with the perfection and the maintenance of perfection, as against all third parties, of the Indenture TrusteeWFSRC3's right, title and interest in and to the Contracts and in connection with maintaining the first priority security interest (subject to the security interest of the Insurer pursuant to the Insurance Agreement) in the Financed Vehicles and the proceeds thereof.

CONVEYANCE OF CONTRACTS. (a) In consideration of the Issuer's delivery of the authenticated Notes and Certificates Notes, in an aggregate amount equal to $450,000,000, to or upon the order of the Seller, effective upon the Closing Date, the Seller hereby sells, grants, transfers, conveys and assigns to the Issuer, without recourse (except as expressly provided in Section 2.03 hereof), all of the right, title and interest of the Seller in, to and under: (i) the Funded Contracts listed in the Schedule of Contracts; (ii) all monies received under the Funded Contracts on or after the related Cut-Off Date; (iii) all Net Liquidation Proceeds and Net Insurance Proceeds with respect to any Financed Vehicle to which a Funded Contract relates received on or after the related Cut-Off Date; (iv) the Contract Documents and Contract Files relating to the Funded Contracts (except the Contract Documents and Contract Files for Funded Contracts which have been the subject of a Full Prepayment received on or after the related Cut-Off Date but no later than two Business Days prior to the Closing Date, in lieu of which the Seller shall have deposited in or credited to the Collection Account on or prior to the Closing Date an amount equal to such Full Prepayment); (v) the Trust Accounts and all amounts, financial assets and investment property held therein or credited thereto, including, if applicable, all Eligible Investments credited thereto (but excluding (A) the Payahead Account and all amounts, financial assets and investment property held therein or credited thereto, including all Eligible Investments credited thereto and (B) investment income credited to the Collection Account); (vi) the right of the Seller, as purchaser under the Purchase Agreement, to cause Onyx as seller thereunder to repurchase Funded Contracts listed in the Schedule of Contracts under certain circumstances; (vii) any and all security interests of the Seller in the Financed Vehicles and the rights to receive proceeds from claims on certain insurance policies covering the Financed Vehicles or the individual Obligors under each related Funded Contract; (viii) the Seller's right to proceeds under the Blanket Insurance Policy with respect to the Funded Contracts; and (ix) all proceeds in any way delivered with respect to the foregoing, all rights to payments with respect to the foregoing and all rights to enforce the foregoing. The foregoing items of property listed . (b) Subject to the conditions set forth in this Section 2.012.01(c), together with the rights in consideration of the Indenture Trustee under Issuer's delivery of authenticated Notes, in an aggregate amount equal to $450,000,000, to or upon the Policyorder of the Seller, are collectively referred to as the "TRUST PROPERTY". In addition, on or prior to effective upon the Closing Date, the Seller shall cause the Insurer to deliver the Policy hereby sells, grants, transfers, conveys and assigns to the Indenture Trustee for Issuer, without recourse (except as expressly provided in Section 2.03 hereof) effective upon delivery to the benefit Issuer on the related Prefunding Transfer Date against payment therefor from the Prefunding Account in accordance Section 4.07(b), all of the Securityholdersright, title and interest of the Seller in, to and under: (i) all Prefunded Contracts listed on each Transfer Certificate; (ii) all monies received under the Prefunded Contracts on or after the related Prefunding Cut-Off Date; (iii) all Net Liquidation Proceeds and Net Insurance Proceeds with respect to any Financed Vehicle to which a Prefunded Contract relates received on or after the related Prefunding Cut-Off Date; (iv) the Contract Documents and Contract Files relating to the Prefunded Contracts; (v) the right of the Seller, as purchaser under the Purchase Agreement, to cause Onyx as seller thereunder to repurchase Prefunded Contracts listed on any Transfer Certificate under certain circumstances; (vi) any and all security interests of the Seller in the related Financed Vehicles and the rights to receive proceeds from claims on certain insurance policies covering such Financed Vehicles or the individual Obligors under each related Prefunded Contract; (vii) the Seller's right to proceeds under the Blanket Insurance Policy with respect to the Prefunded Contracts; and (viii) all proceeds in any way delivered with respect to the foregoing, all rights to payments with respect to the foregoing and all rights to enforce the foregoing. It is the intention of the Seller and the Issuer that the assignment and transfer herein contemplated constitute (and shall be construed and treated for all purposes as) a true and complete sale of the Trust Property (other than the Spread Account and the Policy), conveying good title thereto free and clear of any liens and encumbrances, from the Seller to the Issuer. However, in the event that such conveyance is deemed to be a pledge to secure a loan (in spite of the express intent of the parties hereto that this conveyance constitutes, and shall be construed and treated for all purposes, as a true and complete sale), the Seller hereby grants to the Issuer, for the benefit of the Securityholders Noteholders and the Insurer, a first priority perfected security interest in all of the Seller's right, title and interest in the Trust Property whether now existing or hereafter created and all proceeds of the foregoing to secure the loan deemed to be made in connection with such pledge and, in such event, this Agreement shall constitute a security agreement under applicable law. (bc) The sale and assignment of the Prefunded Contracts and the other property and rights related thereto described in Section 2.01(b) shall be subject to the satisfaction of each of the following conditions, as well as the conditions set forth in Section 4.08, as of the related Prefunding Transfer Date, as applicable: (i) the Seller shall have delivered to the Custodian, on behalf of the Issuer, the Prefunded Contracts, and the Seller shall have delivered to the Issuer, the Indenture Trustee and the Insurer, on the Business Day immediately preceding the related Prefunding Transfer Date, a duly executed Transfer Certificate, substantially in the form of Exhibit C- 1; (ii) the Servicer and the Seller shall certify to the Indenture Trustee and the Insurer that, as of the Prefunding Transfer Date, the Servicer and the Seller, respectively, were not insolvent nor were they made insolvent by such transfer nor were they aware of any such pending insolvency; (iii) the Seller shall certify to the Indenture Trustee and the Insurer that the addition of such Prefunded Contracts will not result in a material adverse tax consequence to the Issuer or the Noteholders; (iv) the Funding Period shall not have terminated; (v) the Seller and the Servicer shall certify to the Indenture Trustee and the Insurer that no selection procedures believed by the Seller or the Servicer to be adverse to the interests of the Noteholders or the Insurer shall have been utilized in selecting the Prefunded Contracts; (vi) the Seller and the Insurer shall not have been advised by either Rating Agency on or before the Business Day immediately preceding such (vii) the weighted average APR (using the Recomputed Yield for the Rule of 78's Contracts) of the Contracts (after giving effect to the purchase of the related Prefunded Contracts) shall not be less than 15.00%; (viii) less than 20% of the Prefunded Contracts transferred by the Seller to the Issuer since the Closing Date, including all Prefunded Contracts being transferred on such Prefunding Transfer Date, shall have an original term to maturity of more than 60 months and the weighted average remaining term of all Contracts (including the Prefunded Contracts) as of such Prefunding Transfer Date shall not be greater than 59 months; (ix) if the balance in the Prefunding Account prior to such Prefunding Transfer Date exceeds $30,000,000, the aggregate Outstanding Principal Balance, as of the related Prefunding Cut-Off Date, of the Prefunded Contracts to be conveyed by the Seller to the Issuer on such Prefunding Transfer Date shall equal or exceed $10,000,000 and the Insurer shall have consented to such transfer; (x) at least three Business Days prior to each Prefunding Transfer Date, the Seller shall have delivered to the Rating Agencies and the Insurer pool stratification data (including data with respect to when the first scheduled payment is due under each such Prefunded Contract) relating to the Prefunded Contracts to be conveyed by the Seller to the Issuer on such Prefunding Transfer Date, in the form of stratification data delivered to the Rating Agencies and the Insurer with respect to the Funded Contracts, and, as of the related Prefunding Cut-Off Date, shall have certified that the information contained therein is true and correct; and (xi) The first scheduled monthly payment for at least 50% of the Prefunded Contracts (by Outstanding Principal Balance as of the related Prefunding Cut-Off Date) shall be due on or before June 30, 2000. (d) As of the Closing Date, the Issuer acknowledges the conveyance to it of the Trust Property from the Seller, including all right, title and interest of the Seller in and to the Trust Property, receipt of which is hereby acknowledged by the Issuer. Concurrently with such delivery and in exchange therefor, the Issuer has pledged to the Indenture Trustee, for the benefit of the Securityholders Noteholders and the Insurer, the Trust Property and the Indenture Trustee, pursuant to the written instructions of the Issuer, has executed and caused to be authenticated and delivered the Notes to the Seller or its designee, upon the order of the Issuer. In addition, concurrently with such delivery and in exchange therefor, the Owner Trustee, pursuant to the instructions of the Seller, has executed (not in its individual capacity, but solely as Owner Trustee on behalf of the Issuer) and caused to be authenticated and delivered the Certificates to the Seller or its designee, upon the order of the Seller. (ce) In connection with the sale of the Contracts pursuant to the Purchase Agreement, Onyx has filed with the office of the Secretary of State of the State of California a UCC-1 financing statement naming Onyx as debtor, naming the Seller as secured party and including the Contracts in the description of the collateral. In connection with the sale of the Contracts pursuant to this Agreement, the Seller has filed or caused to be filed with the Secretary of State of the State of California a UCC-1 financing statement naming the Seller as debtor, naming the Issuer as secured party, naming the Indenture Trustee, on behalf of the Noteholders, as assignee, and including the Contracts in the description of the collateral. In connection with the pledge of the Contracts pursuant to the Indenture, the Trust has filed with the offices of the Secretary of State of the State of Delaware UCC-1 financing statements naming the Trust as debtor and the Indenture Trustee, on behalf of the Noteholders and the Insurer, as secured party. The grant of a security interest to the Indenture Trustee and the rights of the Indenture Trustee in the Contracts shall be governed by the Indenture. The Seller shall have caused UCC-2 termination statements to have been filed with the office of Secretary of State of the State of California terminating any effective UCC-1 financing statements with respect to any outstanding security interests in the Contracts. (df) From time to time, the Servicer shall cause to be taken such actions as are necessary to continue the perfection of the respective interests of the Trust and the Indenture Trustee in the Contracts and to continue the first priority security interest of the Indenture Trustee in the Financed Vehicles and their proceeds (other than, as to such priority, any statutory lien arising by operation of law after the Closing Date which is prior to such interest), including, without limitation, the filing of financing statements, amendments thereto or continuation statements and the making of notations on records or documents of title. (eg) If any change in the name, identity or corporate structure of the Seller or Onyx or the relocation of the chief executive office of either of them would make any financing or continuation statement or notice of lien filed under this Agreement or the other Basic Documents misleading within the meaning of applicable provisions of the UCC or any title statute, the Servicer, within the time period required by applicable law, shall file such financing statements or amendments as may be required to preserve and protect the interests of the Trust, the Indenture Trustee, the Securityholders Noteholders and the Insurer in the Contracts, the related Financed Vehicles and the proceeds thereof. Promptly thereafter, the Servicer shall deliver to the Trust, the Indenture Trustee and the Insurer an Opinion of Counsel stating that, in the opinion of such counsel, all financing statements or amendments necessary fully to preserve and protect the interests of the Trust, the Indenture Trustee, the Securityholders Noteholders and the Insurer in the Contracts, the related Financed Vehicles and the proceeds thereof have been filed, and reciting the details of such filings. (fh) During the term of this Agreement, the Seller and Onyx shall each maintain its chief executive office in one of the states of the United States. (gi) The Servicer shall pay all reasonable costs and disbursements in connection with the perfection and the maintenance of perfection, as against all third parties, of the Indenture Trustee's right, title and interest in and to the Contracts and in connection with maintaining the first priority security interest (subject to the security interest of the Insurer pursuant to the Insurance Agreement) in the Financed Vehicles and the proceeds thereof. (j) On the Prefunding Closing Date, the Seller shall:

CONVEYANCE OF CONTRACTS. (a) In consideration of the Issuer's delivery of the authenticated Notes and Certificates to or upon the order of the SellerSeller of $___________ less the Spread Account Initial Deposit, effective upon the Closing Date, the Seller hereby sells, grants, transfers, assigns and otherwise conveys and assigns to the Issuer, without recourse (except as expressly provided in Section 2.03 hereofsubject to the obligations herein), all of the right, title and interest of the Seller (exclusive of (i) the Retained Yield in respect of the Contracts, and (ii) the amount, if any, allocable to any rebatable insurance premium financed by any Contract) in, to and under: (i) under the Contracts (which Contracts shall be listed in the Schedule of Contracts; ), including, without limitation, all payments of Monthly P&I (iiexclusive of the Retained Yield, which shall be paid directly to the Seller as provided in Section 5.02(b)) all monies received under the Contracts due on or after _________ __, 1998 (excluding the Cut-Off Date; (iii) amount allocable to principal and interest due prior to _________ __, 1998); all Net Liquidation Proceeds and Net Insurance Proceeds with respect to any Financed Vehicle to which a Contract relates received on or after _________ __, 1998 and all other proceeds received on or in respect of such Contracts (other than payments of Monthly P&I due prior to _________ __, 1998), and any and all security interests in the Cut-Off Date; (iv) Financed Vehicles; the Contract Documents and Contract Files relating to the Contracts (except the Contract Documents and Contract Files for Contracts which have been the subject of a Full Prepayment received on or after the Cut-Off Date _________ __, 1998 but no later than two one Business Days Day prior to the Closing Date, in lieu of which the Seller shall have deposited in or credited to the Collection Account on or prior to the Closing Date an amount equal to such Full Prepayment); (v) the Trust Accounts ; and all amounts, financial assets and investment property held therein or credited thereto, including, if applicable, all Eligible Investments credited thereto (but excluding (A) the Payahead Account and all amounts, financial assets and investment property held therein or credited thereto, including all Eligible Investments credited thereto and (B) investment income credited to the Collection Account); (vi) the right of the Seller, as purchaser under the Purchase Agreement, to cause Onyx as seller thereunder to repurchase Contracts listed in the Schedule of Contracts under certain circumstances; (vii) any and all security interests of the Seller in the Financed Vehicles and the rights to receive proceeds from claims on certain insurance policies covering the Financed Vehicles or the individual Obligors under each related Contract; (viii) the Seller's right to proceeds under the Blanket Insurance Policy with respect to the Contracts; and (ix) all proceeds in any way delivered with respect to the foregoing, all rights to payments with respect to the foregoing and all rights to enforce the foregoing. The foregoing items of property listed in this Section 2.01, together with the rights provided that $______ of the Indenture Trustee under principal amount of Contract number __________ is retained by the PolicySeller. (b) The Bank has filed or caused to be filed UCC-1 financing statements, are collectively referred executed by the Bank as debtor, naming WFS as secured party and describing the Contracts originated by the Bank and transferred to as the "TRUST PROPERTY". In addition, WFS on or prior to the Closing Date, Date as collateral with the Seller shall cause the Insurer to deliver the Policy to the Indenture Trustee for the benefit Office of the Securityholders. It is the intention Secretary of State of the Seller and the Issuer that the assignment and transfer herein contemplated constitute (and shall be construed and treated for all purposes as) a true and complete sale State of the Trust Property (other than the Spread Account and the Policy), conveying good title thereto free and clear of any liens and encumbrances, from the Seller to the IssuerCalifornia. However, in the event that such conveyance is deemed to be a pledge to secure a loan (in spite of the express intent of the parties hereto that this conveyance constitutes, and shall be construed and treated for all purposes, as a true and complete sale), the Seller hereby grants to the Issuer, for the benefit of the Securityholders and the Insurer, a first priority perfected security interest in all of the Seller's right, title and interest in the Trust Property whether now existing WFS has filed or hereafter created and all proceeds of the foregoing to secure the loan deemed to be made in connection with such pledge and, in such event, this Agreement shall constitute a security agreement under applicable law. (b) As of the Closing Date, the Issuer acknowledges the conveyance to it of the Trust Property from the Seller, including all right, title and interest of the Seller in and to the Trust Property, receipt of which is hereby acknowledged by the Issuer. Concurrently with such delivery and in exchange therefor, the Issuer has pledged to the Indenture Trustee, for the benefit of the Securityholders and the Insurer, the Trust Property and the Indenture Trustee, pursuant to the written instructions of the Issuer, has executed and caused to be authenticated and delivered the Notes to filed UCC-1 financing statements executed by WFS as debtor, naming the Seller or its designee, upon the order of the Issuer. In addition, concurrently with such delivery as secured party and in exchange therefor, the Owner Trustee, pursuant to the instructions of the Seller, has executed (not in its individual capacity, but solely as Owner Trustee on behalf of the Issuer) and caused to be authenticated and delivered the Certificates to the Seller or its designee, upon the order of the Seller. (c) In connection with the sale of describing the Contracts pursuant to the Purchase Agreement, Onyx has filed as collateral with the office of the Secretary of State of the State of California a UCC-1 financing statement naming Onyx as debtor, naming the Seller as secured party and including the Contracts in the description of the collateralCalifornia. In connection with the sale of the Contracts pursuant to this Agreement, the The Seller has filed or caused to be filed UCC-1 financing statements, executed by the Seller as debtor, naming the Collateral Agent, on behalf of the Insurer, as secured party and describing the Contracts as collateral, with the Office of the Secretary of State of the State of California California. The grant of a security interest to the Collateral Agent on behalf of the Insurer and the rights of the Collateral Agent and the Insurer in respect of such security interest shall be governed by the Insurance Agreement. The Seller has filed or caused to be filed UCC-1 financing statement naming statements, executed by the Seller as debtor, naming the Issuer Owner Trust as secured partyparty and describing the Contracts being sold by it to the Owner Trust as collateral, with the Office of the Secretary of State of the State of California. The Owner Trust has filed or caused to be filed UCC-1 financing statements, executed by the Owner Trust as debtor, naming the Indenture Trustee, on behalf of the Noteholders, as assignee, secured party and including describing the Contracts in the description of the as collateral. In connection , with the pledge of the Contracts pursuant to the Indenture, the Trust has filed with the offices office of the Secretary of State of the State States of Delaware UCC-1 financing statements naming the Trust as debtor and the Indenture Trustee, on behalf of the Noteholders and the Insurer, as secured partyCalifornia. The grant of a security interest to the Indenture Trustee and the rights of the Indenture Trustee in the Contracts shall be governed by the Indenture. The Seller shall have caused UCC-2 termination statements to have been filed with the office of Secretary of State of the State of California terminating any effective UCC-1 financing statements with respect to any outstanding security interests in the Contracts. (d) From time to time, the Master Servicer shall cause to be taken such actions as are necessary to continue the perfection of the respective interests of the Indenture Trustee, the Owner Trust and the Indenture Trustee Collateral Agent on behalf of the Insurer in the Contracts and to continue the first priority security interest of the Indenture Trustee (subject to the security interest of the Insurer pursuant to the Insurance Agreement) in the Financed Vehicles and their proceeds (other than, as to such priority, any statutory lien arising by operation of law after the Closing Date which is prior to such interest), including, without limitation, the filing of financing statements, amendments thereto or continuation statements and the making of notations on records or documents of title. (e) . If any change in the name, identity or corporate structure of the Seller or Onyx WFS or the relocation of the chief executive office of either any of them would make any financing or continuation statement or notice of lien filed under this Agreement or the other Basic Documents seriously misleading within the meaning of applicable provisions of the UCC or any title statute, the Master Servicer, within the time period required by applicable law, shall file such financing statements or amendments as may be required to preserve and protect the interests of the TrustIndenture Trustee, the Indenture Owner Trustee, the Securityholders and the Insurer in the Contracts, the related Financed Vehicles and the proceeds thereof. Promptly thereafter, the Master Servicer shall deliver to the TrustIndenture Trustee, the Indenture Owner Trustee and the Insurer an Opinion of Counsel stating that, in the opinion of such counsel, all financing statements or amendments necessary fully to preserve and protect the interests of the Trust, the Indenture Trustee, the Owner Trustee, Securityholders and the Insurer in the Contracts, the related Financed Vehicles and the proceeds thereof have been filed, and reciting the details of such filings. (f) . During the term of this Agreement, the Seller and Onyx WFS shall each maintain its chief executive office in one of the states of the United States. (g) , other than Louisiana or Tennessee. The Master Servicer shall pay all reasonable costs and disbursements in connection with the perfection and the maintenance of perfection, as against all third parties, of the Indenture Trustee's right, title and interest in and to the Contracts and in connection with maintaining the first priority security interest (subject to the security interest of the Insurer pursuant to the Insurance Agreement) in the Financed Vehicles and the proceeds thereof.

CONVEYANCE OF CONTRACTS. (a) In consideration of the Issuer's delivery of the authenticated Notes and Certificates to or upon the order of the Seller, effective upon Seller of the Closing DateCertificates and $1,350,000,000 aggregate principal amount of Notes, the Seller hereby sells, grants, transfers, assigns and otherwise conveys and assigns to the Issuer, without recourse (except as expressly provided in Section 2.03 hereofsubject to the obligations herein), and hereby grants a security interest in all of the its right, title and interest (exclusive of the Seller amount, if any, allocable to any rebatable insurance premium financed by any Contract) in, to and under: (i) under the Contracts (which Contracts shall be listed in the Schedule of Contracts; (ii) ), including, without limitation, all monies payments of Monthly P&I received under the Contracts on or after the Cut-Off Date; (iii) ; all Net Liquidation Proceeds and Net Insurance Proceeds with respect to any Financed Vehicle to which a Contract relates received on or after the Cut-Off Date; (iv) the Contract Documents and Contract Files relating to the Contracts (except the Contract Documents and Contract Files for Contracts which have been the subject of a Full Prepayment received on or after the Cut-Off Date but no later and all other proceeds received on or in respect of such Contracts (other than two Business Days prior to the Closing Date, in lieu payments of which the Seller shall have deposited in or credited to the Collection Account Monthly P&I received on or prior to the Closing Date an amount equal to such Full Prepayment); (vCut-Off Date) the Trust Accounts and all amounts, financial assets and investment property held therein or credited thereto, including, if applicable, all Eligible Investments credited thereto (but excluding (A) the Payahead Account and all amounts, financial assets and investment property held therein or credited thereto, including all Eligible Investments credited thereto and (B) investment income credited to the Collection Account); (vi) the right of the Seller, as purchaser under the Purchase Agreement, to cause Onyx as seller thereunder to repurchase Contracts listed in the Schedule of Contracts under certain circumstances; (vii) any and all security interests of the Seller in the Financed Vehicles and Vehicles; the rights to receive proceeds from claims on certain insurance policies covering the Financed Vehicles or the individual Obligors under each related Contract; (viii) the Seller's right to proceeds under the Blanket Insurance Policy with respect Contract Documents relating to the Contracts; and (ix) and all proceeds in any way delivered with respect to the foregoing, all rights to payments with respect to the foregoing and all rights to enforce the foregoing. (b) WFS hereby authorizes and will cause the filing of UCC-1 financing statements naming WFS as debtor and the Seller as secured party and describing the Contracts as collateral with the Office of the Secretary of State of the State of California. The foregoing items of property listed in this Section 2.01, together with the rights of the Indenture Trustee under the Policy, are collectively referred to as the "TRUST PROPERTY". In additionSeller hereby authorizes and will cause, on or prior to the Closing Date, the Seller shall cause the Insurer to deliver the Policy to the Indenture Trustee for the benefit filing of the Securityholders. It is the intention of UCC-1 financing statements, naming the Seller as debtor and the Issuer that Trust as secured party and describing the assignment and transfer herein contemplated constitute (and shall be construed and treated for all purposes as) a true and complete sale of the Trust Property (other than the Spread Account and the Policy)Contracts as collateral, conveying good title thereto free and clear of any liens and encumbrances, from the Seller to the Issuer. However, in the event that such conveyance is deemed to be a pledge to secure a loan (in spite of the express intent of the parties hereto that this conveyance constitutes, and shall be construed and treated for all purposes, as a true and complete sale), the Seller hereby grants to the Issuer, for the benefit of the Securityholders and the Insurer, a first priority perfected security interest in all of the Seller's right, title and interest in the Trust Property whether now existing or hereafter created and all proceeds of the foregoing to secure the loan deemed to be made in connection with such pledge and, in such event, this Agreement shall constitute a security agreement under applicable law. (b) As of the Closing Date, the Issuer acknowledges the conveyance to it of the Trust Property from the Seller, including all right, title and interest of the Seller in and to the Trust Property, receipt of which is hereby acknowledged by the Issuer. Concurrently with such delivery and in exchange therefor, the Issuer has pledged to the Indenture Trustee, for the benefit of the Securityholders and the Insurer, the Trust Property and the Indenture Trustee, pursuant to the written instructions of the Issuer, has executed and caused to be authenticated and delivered the Notes to the Seller or its designee, upon the order of the Issuer. In addition, concurrently with such delivery and in exchange therefor, the Owner Trustee, pursuant to the instructions of the Seller, has executed (not in its individual capacity, but solely as Owner Trustee on behalf of the Issuer) and caused to be authenticated and delivered the Certificates to the Seller or its designee, upon the order of the Seller. (c) In connection with the sale of the Contracts pursuant to the Purchase Agreement, Onyx has filed with the office Office of the Secretary of State of the State of California a California. The Trust has caused the filing of UCC-1 financing statement naming Onyx as debtorstatements, naming the Seller as secured party and including the Contracts in the description of the collateral. In connection with the sale of the Contracts pursuant to this Agreement, the Seller has filed or caused to be filed with the Secretary of State of the State of California a UCC-1 financing statement naming the Seller as debtor, naming the Issuer as secured party, naming the Indenture Trustee, on behalf of the Noteholders, as assignee, and including the Contracts in the description of the collateral. In connection with the pledge of the Contracts pursuant to the Indenture, the Trust has filed with the offices of the Secretary of State of the State of Delaware UCC-1 financing statements naming the Trust as debtor and the Indenture Trustee, on behalf of the Noteholders and the InsurerNoteholders, as secured partyparty and describing the Contracts as collateral, with the office of the Secretary of State of the State of Delaware. The grant of a security interest to the Indenture Trustee and the rights of the Indenture Trustee in the Contracts shall be governed by the Indenture. The Seller shall have caused UCC-2 termination statements to have been filed with the office of Secretary of State of the State of California terminating any effective UCC-1 financing statements with respect to any outstanding security interests in the Contracts. (d) From time to time, the Master Servicer shall cause to be taken such actions as are necessary to continue the perfection of the respective interests of the Trust Indenture Trustee and the Indenture Trustee Trust in the Contracts and to continue the first priority security interest of the Indenture Trustee in the Financed Vehicles and their proceeds (other than, as to such priority, any statutory lien arising by operation of law after the Closing Date which is prior to such interest), including, without limitation, the filing of financing statements, amendments thereto or continuation statements and the making of notations on records or documents of title. (e) . If any change in the name, identity or corporate structure of the Seller or Onyx WFS or the relocation of the chief executive office of either any of them would make any financing or continuation statement or notice of lien filed under this Agreement or the other Basic Documents seriously misleading within the meaning of applicable provisions of the UCC or any title statute, the Master Servicer, within the time period required by applicable law, shall file such financing statements or amendments as may be required to preserve and protect the interests of the Trust, the Indenture Trustee, the Securityholders Owner Trustee and the Insurer Securityholders in the Contracts, the related Financed Vehicles and the proceeds thereof. Promptly thereafter, the Master Servicer shall deliver to the Trust, the Indenture Trustee and the Insurer Owner Trustee an Opinion of Counsel stating that, in the opinion of such counsel, all financing statements or amendments necessary fully to preserve and protect the interests of the Trust, the Indenture Trustee, the Owner Trustee and Securityholders and the Insurer in the Contracts, the related Financed Vehicles and the proceeds thereof have been filed, and reciting the details of such filings. (f) . During the term of this Agreement, the Seller and Onyx WFS shall each maintain its chief executive office in one of the states of the United States. (g) , other than Louisiana or Tennessee. The Master Servicer shall pay all reasonable costs and disbursements in connection with the perfection and the maintenance of perfection, as against all third parties, of the Indenture Trustee's right, title and interest in and to the Contracts and in connection with maintaining the first priority security interest (subject to the security interest of the Insurer pursuant to the Insurance Agreement) in the Financed Vehicles and the proceeds thereof.. ARTICLE THREE

CONVEYANCE OF CONTRACTS. (a) In consideration of The Depositor, concurrently with the Issuer's execution and delivery of a Reference Agreement, shall, in the authenticated Notes manner specified below and Certificates to or upon the order of the Sellerin such Reference Agreement sell, effective upon the Closing Datetransfer, the Seller hereby sellsassign, grants, transfers, conveys set over and assigns otherwise convey to the IssuerTrustee, without recourse (except as expressly provided in Section 2.03 hereof)recourse, all of the right, title and interest of the Seller in, Depositor in and to and under: (i) the Contracts listed in on the Contract Schedule attached to such Reference Agreement, including all interest and principal received or receivable by the Depositor on or with respect to the Contracts after the Cut-off Date, but not including payments of Contracts; (ii) all monies received under principal and interest due and payable on the Contracts on or after the Cut-Off Date; (iii) all Net Liquidation Proceeds and Net Insurance Proceeds with respect to any Financed Vehicle to which a Contract relates received on or after the Cut-Off Date; (iv) the Contract Documents and Contract Files relating to the Contracts (except the Contract Documents and Contract Files for Contracts which have been the subject of a Full Prepayment received on or after before the Cut-Off Date but no later than two Business Days prior to the Closing Date, in lieu of which the Seller shall have deposited in or credited to the Collection Account on or prior to the Closing Date an amount equal to such Full Prepayment); (v) the Trust Accounts and all amounts, financial assets and investment property held therein or credited thereto, including, if applicable, all Eligible Investments credited thereto (but excluding (A) the Payahead Account and all amounts, financial assets and investment property held therein or credited thereto, including all Eligible Investments credited thereto and (B) investment income credited to the Collection Account); (vi) the right of the Seller, as purchaser under the Purchase Agreement, to cause Onyx as seller thereunder to repurchase Contracts listed in the Schedule of Contracts under certain circumstances; (vii) any and all security interests of the Seller in the Financed Vehicles and the rights to receive proceeds from claims on certain insurance policies covering the Financed Vehicles or the individual Obligors under each related Contract; (viii) the Seller's right to proceeds under the Blanket Insurance Policy with respect to the Contracts; and (ix) all proceeds in any way delivered with respect to the foregoing, all rights to payments with respect to the foregoing and all rights to enforce the foregoing. The foregoing items of property listed in this Section 2.01, together with the rights of the Indenture Trustee under the Policy, are collectively referred to as the "TRUST PROPERTY". In addition, on or prior to the Closing Date, the Seller shall cause the Insurer to deliver the Policy to the Indenture Trustee for the benefit of the Securityholders. It is the intention of the Seller and the Issuer that the assignment and transfer herein contemplated constitute (and shall be construed and treated for all purposes as) a true and complete sale of the Trust Property (other than the Spread Account and the Policy), conveying good title thereto free and clear of any liens and encumbrances, from the Seller to the Issuer. However, in the event that such conveyance is deemed to be a pledge to secure a loan (in spite of the express intent of the parties hereto that this conveyance constitutes, and shall be construed and treated for all purposes, as a true and complete sale), the Seller hereby grants to the Issuer, for the benefit of the Securityholders and the Insurer, a first priority perfected security interest in all of the Seller's right, title and interest in the Trust Property whether now existing or hereafter created and all proceeds of the foregoing to secure the loan deemed to be made in connection with such pledge and, in such event, this Agreement shall constitute a security agreement under applicable law. (b) As of the Closing Date, the Issuer acknowledges the conveyance to it of the Trust Property from the Seller, including all right, title and interest of the Seller in and to the Trust Property, receipt of which is hereby acknowledged by the Issuer. Concurrently with such delivery and in exchange therefor, the Issuer has pledged to the Indenture Trustee, for the benefit of the Securityholders and the Insurer, the Trust Property and the Indenture Trustee, pursuant to the written instructions of the Issuer, has executed and caused to be authenticated and delivered the Notes to the Seller or its designee, upon the order of the Issuer. In addition, concurrently with such delivery and in exchange therefor, the Owner Trustee, pursuant to the instructions of the Seller, has executed (not in its individual capacity, but solely as Owner Trustee on behalf of the Issuer) and caused to be authenticated and delivered the Certificates to the Seller or its designee, upon the order of the Seller. (c) In connection with the sale of the Contracts pursuant to the Purchase Agreement, Onyx has filed with the office of the Secretary of State of the State of California a UCC-1 financing statement naming Onyx as debtor, naming the Seller as secured party and including the Contracts in the description of the collateral. In connection with the sale of the Contracts pursuant to this Agreement, the Seller has filed or caused to be filed with the Secretary of State of the State of California a UCC-1 financing statement naming the Seller as debtor, naming the Issuer as secured party, naming the Indenture Trustee, on behalf of the Noteholders, as assignee, and including the Contracts in the description of the collateral. In connection with the pledge of the Contracts pursuant to the Indenture, the Trust has filed with the offices of the Secretary of State of the State of Delaware UCC-1 financing statements naming the Trust as debtor and the Indenture Trustee, on behalf of the Noteholders and the Insurer, as secured party. The grant of a security interest to the Indenture Trustee and the rights of the Indenture Trustee in the Contracts shall be governed by the Indenture. The Seller shall have caused UCC-2 termination statements to have been filed with the office of Secretary of State of the State of California terminating any effective UCC-1 financing statements with respect to any outstanding security interests Retained Yield specified in the Contracts. (d) From time to time, the Servicer shall cause to be taken such actions as are necessary to continue the perfection of the respective interests of the Trust and the Indenture Trustee in the Contracts and to continue the first priority security interest of the Indenture Trustee in the Financed Vehicles and their proceeds (other than, as to such priority, any statutory lien arising by operation of law after the Closing Date which is prior to such interest), including, without limitation, the filing of financing statements, amendments thereto or continuation statements and the making of notations on records or documents of title. (e) If any change in the name, identity or corporate structure of the Seller or Onyx or the relocation of the chief executive office of either of them would make any financing or continuation statement or notice of lien filed under this Reference Agreement or the other Basic Documents misleading within the meaning of applicable provisions of the UCC or any title statute, the Servicer, within the time period required by applicable law, shall file such financing statements or amendments as may be required to preserve and protect the interests of the Trust, the Indenture Trustee, the Securityholders and the Insurer in the Contracts, the related Financed Vehicles and the proceeds thereof. Promptly thereafter, the Servicer shall deliver to the Trust, the Indenture Trustee and the Insurer an Opinion of Counsel stating that, in the opinion of such counsel, together with all financing statements or amendments necessary fully to preserve and protect the interests of the Trust, the Indenture Trustee, the Securityholders and the Insurer in the Contracts, the related Financed Vehicles and the proceeds thereof have been filed, and reciting the details of such filings. (f) During the term of this Agreement, the Seller and Onyx shall each maintain its chief executive office in one of the states of the United States. (g) The Servicer shall pay all reasonable costs and disbursements in connection with the perfection and the maintenance of perfection, as against all third parties, of the Indenture Trustee's right, title and interest in and to the Contracts proceeds of any related Insurance Policies under which the Trustee is not named as loss payee and any other insurance policies with respect to the Contracts. In connection with any such transfer and assignment, the Depositor shall deliver to, and deposit with, the Trustee, or to any Custodian appointed by the Trustee pursuant to this Agreement as the agent of the Trustee, the following documents or instruments with respect to each Contract so assigned: (i) the Contract, endorsed without recourse by the Depositor to order of the Trustee, as trustee for the benefit of the Certificateholders of the related Series, signed in the name of the Depositor by an Authorized Officer, with all intervening endorsements showing a complete chain of title from the originator thereof to the Depositor; and if the Contract or any other material document or instrument relating to the Contract has been signed on behalf of the Mortgagor by another person, the original power of attorney or other instrument that authorized and empowered such person to sign; or, if a copy of the original power of attorney or other instrument certified by the public recording office in these instances where the public recording office retains the original;] (ii) the original Title Documents, as recorded, with evidence of recording indicated thereon, or a copy of the Mortgage certified by the public recording office in those instances where the public recording office retains the original; (iii) evidence that the security interest granted under the Contract has been perfected under applicable state law (except for any Title Documents or UCC financing statements not returned from the applicable public office, in which case, the Depositor will delivery a copy of such Title Documents or UCC financing statements together with its certificate indicating that the originals of such Title Documents and UCC financing statements were delivered to such public office, and shall promptly upon receipt of the originals of such Title Documents and UCC financing statements from such public office deliver such originals to the Trustee (or, the Custodian); and (iv) a power of attorney, if any executed by the Obligor under a Contract authorizing the Depositor to execute an assignment of the Obligor's interest in the related property in the event of a default under the Contract. (v) an assignment (which may be included in a blanket assignment) of each Contract in recordable form to the Trustee, as trustee for the benefit of the Certificateholders of the related Series; (vi) any Insurance Policies; (vii) the original assignment or assignments of the Contract, together with originals or all intervening assignments, with evidence or recording thereon; (viii) the original copy of all assumption and modification agreements, if any, with respect to such Contract; (ix) the original commitment or certificate of Primary Credit Insurance Policy, if any; (x) any Letters of Credit; (xi) any Alternative Credit Support. In the event that, in connection with maintaining any Contract, the first priority security interest Depositor cannot deliver the original recorded [Title Documents] or an original recorded assignment of the [Title Documents] with evidence of recording thereon concurrently with the execution and delivery of the Reference Agreement solely because of a delay caused by the public recording office where such [Title Documents] has been delivered for recordation, the Depositor shall deliver, or cause the related Servicer to deliver, to the Trustee (or to a Custodian on behalf of the Trustee), an Officers' Certificate or a certificate of the related Servicer, with a photocopy of such [Title Documents] or assignment of the [Title Documents] attached thereto, stating that such [Title Documents] or assignment of the [Title Documents] has been delivered to the appropriate public recording official for recordation. The Depositor shall promptly deliver, or cause the related Servicer to deliver, to the Trustee (or to a Custodian on behalf of the Trustee) such [Title Documents] or assignment of the [Title Documents] with evidence of recording indicated thereon upon receipt thereof from the public recording official or from the related Servicer. From time to time the Servicers or the Master Servicer may forward to the Trustee (or to a Custodian on behalf of the Trustee) additional original documents evidencing an assumption or modification of a Contract. [The Trustee (or a Custodian on behalf of the Trustee) shall cause to be recorded in the appropriate public office each assignment referred to in this Section 2.01. If any assignment is returned unrecorded to the Trustee (or to such Custodian) because of any defect therein, the Trustee shall promptly notify the Master Servicer and the Depositor. The Master Servicer shall promptly notify the related Servicer of such defect and request that such Servicer cure or correct such defect and cause such assignment to be recorded in accordance with this paragraph or, if such Servicer does not cure or correct such defect of in the event such defect cannot be cured, be cured, that such Servicer either (a) substitute a replacement Contract or Contracts for the related Contract, which substitution must occur within the time period specified in the Reference Agreement and which shall be subject to the security interest conditions set forth in Section 2.04 and terms and conditions with respect to substitution in the Reference Agreement; or (b) repurchase such contract at the Purchase Price therefor, in the manner provided in Section 2.02 hereof.] In the case of Contracts that have been prepaid in full after the Cut-off Date and prior to the date of execution and delivery of the Insurer Reference Agreement, the Depositor, in lieu of delivering the above documents to the Trustee, will deposit in the Certificate Account the amount with respect to such payment that is required to be deposited in the Certificate Account pursuant to Section 3.08 hereof. All original documents relating to the Insurance Agreement) Contracts that are not delivered to the Trustee or the respective Custodian, if any, are and shall be held in trust for the Financed Vehicles and benefit of the proceeds thereofTrustee on behalf of the Certificateholders.

CONVEYANCE OF CONTRACTS. (a) In consideration of the Issuer's delivery of the authenticated Notes and Certificates to or upon the order of the Seller, effective upon Seller of the Closing DateCertificates and $2,723,000,000 aggregate principal amount of Notes, the Seller hereby sells, hereby (i) grants, transfers, assigns and otherwise conveys and assigns to the Issuer, without recourse (except as expressly provided in Section 2.03 hereofsubject to the obligations herein), and hereby grants a security interest in all of the its right, title and interest (exclusive of the Seller amount, if any, allocable to any rebatable insurance premium financed by any Initial Contract) in, to and under: under the Initial Contracts (i) the which Initial Contracts shall be listed in the Schedule of Initial Contracts; (ii) ), including all monies payments of Monthly P&I received under the Contracts on or after the Initial Cut-Off Date; (iii) ; all Net Liquidation Proceeds and Net Insurance Proceeds with respect to any Financed Vehicle to which a an Initial Contract relates received on or after the Cut-Off Date; (iv) the Contract Documents and Contract Files relating to the Contracts (except the Contract Documents and Contract Files for Contracts which have been the subject of a Full Prepayment received on or after the Initial Cut-Off Date but no later and all other proceeds received on or in respect of such Initial Contracts (other than two Business Days prior to the Closing Date, in lieu payments of which the Seller shall have deposited in or credited to the Collection Account Monthly P&I received on or prior to the Closing Date an amount equal to such Full Prepayment); (vInitial Cut-Off Date) the Trust Accounts and all amounts, financial assets and investment property held therein or credited thereto, including, if applicable, all Eligible Investments credited thereto (but excluding (A) the Payahead Account and all amounts, financial assets and investment property held therein or credited thereto, including all Eligible Investments credited thereto and (B) investment income credited to the Collection Account); (vi) the right of the Seller, as purchaser under the Purchase Agreement, to cause Onyx as seller thereunder to repurchase Contracts listed in the Schedule of Contracts under certain circumstances; (vii) any and all security interests of the Seller in the Financed Vehicles and Vehicles; the rights to receive proceeds from claims on certain insurance policies covering the Financed Vehicles or the individual Obligors under each related Contract; (viii) the Seller's right to proceeds under the Blanket Insurance Policy with respect Contract Documents relating to the Initial Contracts; and (ix) and all proceeds in any way delivered with respect to the foregoing, all rights to payments with respect to the foregoing and all rights to enforce the foregoing. The foregoing items ; and (ii) agrees to, on each Subsequent Transfer Date, if any, grant, transfer, assign and otherwise convey to the Issuer, without recourse (subject to the obligations herein), and grant a security interest in all of property its right, title and interest (exclusive of the amount, if any, allocable to any rebatable insurance premium financed by any Subsequent Contract) in, to and under the Subsequent Contracts (which Subsequent Contracts shall be listed in this Section 2.01the Schedule of Contracts), together including all payments of Monthly P&I received after the related Subsequent Cut-Off Date; all Net Liquidation Proceeds and Net Insurance Proceeds with respect to any Financed Vehicle to which a Subsequent Contract relates received after the rights related Subsequent Cut-Off Date and all other proceeds received on or in respect of such Subsequent Contracts (other than payments of Monthly P&I received on or prior to the related Subsequent Cut-Off Date, in the case of the Indenture Trustee under Subsequent Contracts) and any and all security interests in the Policyrelated Financed Vehicles; the Contract Documents relating to the Subsequent Contracts; and all proceeds in any way delivered with respect to the foregoing, are collectively referred all rights to as payments with respect to the "TRUST PROPERTY". In additionforegoing and all rights to enforce the foregoing. (b) WFS hereby authorizes and will cause, on or prior to (i) the Closing Date, the filing of UCC-1 financing statements naming WFS as debtor and the Seller shall cause as secured party and describing the Insurer to deliver the Policy Initial Contracts as collateral and (ii) each Subsequent Transfer Date (if necessary, to the Indenture Trustee for the benefit of the Securityholders. It extent that each such Subsequent Contract is the intention of the Seller and the Issuer that the assignment and transfer herein contemplated constitute (and shall be construed and treated for all purposes as) a true and complete sale of the Trust Property (other than the Spread Account and the Policy), conveying good title thereto free and clear of any liens and encumbrances, from the Seller to the Issuer. However, not included in the event that such conveyance is deemed to be a pledge to secure a loan (description of collateral in spite of the express intent of UCC-1 financing statement, naming WFS as debtor, filed on the parties hereto that this conveyance constitutes, and shall be construed and treated for all purposes, as a true and complete saleClosing Date), the Seller hereby grants to the Issuer, for the benefit filing of the Securityholders UCC-1 financing statements naming WFS as debtor and the Insurer, a first priority perfected security interest in all of Seller as secured party and describing the Seller's right, title and interest in the Trust Property whether now existing or hereafter created and all proceeds of the foregoing to secure the loan deemed to be made in connection with such pledge and, in such event, this Agreement shall constitute a security agreement under applicable law. (b) As of the Closing Date, the Issuer acknowledges the conveyance to it of the Trust Property from the Seller, including all right, title and interest of the Seller in and to the Trust Property, receipt of which is hereby acknowledged by the Issuer. Concurrently with such delivery and in exchange therefor, the Issuer has pledged to the Indenture Trustee, for the benefit of the Securityholders and the Insurer, the Trust Property and the Indenture Trustee, pursuant to the written instructions of the Issuer, has executed and caused to be authenticated and delivered the Notes to the Seller or its designee, upon the order of the Issuer. In addition, concurrently with such delivery and in exchange therefor, the Owner Trustee, pursuant to the instructions of the Seller, has executed (not in its individual capacity, but solely related Subsequent Contracts as Owner Trustee on behalf of the Issuer) and caused to be authenticated and delivered the Certificates to the Seller or its designee, upon the order of the Seller. (c) In connection collateral with the sale of the Contracts pursuant to the Purchase Agreement, Onyx has filed with the office Office of the Secretary of State of the State of California a California. The Seller hereby authorizes and will cause the filing of UCC-1 financing statement naming Onyx as debtorstatements on or prior to (i) the Closing Date, naming the Seller as debtor and the Trust as secured party and including describing the Initial Contracts as collateral and (ii) each Subsequent Transfer Date (if necessary, to the extent that each such Subsequent Contract is not included in the description of collateral in the collateral. In connection with the sale of the Contracts pursuant to this Agreement, the Seller has filed or caused to be filed with the Secretary of State of the State of California a UCC-1 financing statement statement, naming the Seller as debtor, naming filed on the Issuer as secured partyClosing Date), naming the Indenture TrusteeSeller as debtor and the Trust as secured party and describing the related Subsequent Contracts as collateral, on behalf of the Noteholders, as assignee, and including the Contracts in the description of the collateral. In connection with the pledge of the Contracts pursuant to the Indenture, the Trust has filed with the offices Office of the Secretary of State of the State of Delaware California. The Trust has caused the filing of UCC-1 financing statements statements, naming the Trust as debtor and the Indenture Trustee, on behalf of the Noteholders and the InsurerNoteholders, as secured partyparty and describing the Initial Contracts as collateral, with the office of the Secretary of State of the State of Delaware. The Trust will cause, prior to each Subsequent Transfer Date (if necessary, to the extent that each such Subsequent Contract is not included in the description of collateral in the UCC-1 financing statement, naming the Trust as debtor, filed on the Closing Date), the filing of UCC-1 financing statements, naming the Trust as debtor and the Indenture Trustee, on behalf of the Noteholders, as secured party and describing the related Subsequent Contracts as collateral, with the office of the Secretary of State of the State of Delaware. The grant of a security interest to the Indenture Trustee and the rights of the Indenture Trustee in the Contracts shall be governed by the Indenture. The Seller shall have caused UCC-2 termination statements to have been filed with the office of Secretary of State of the State of California terminating any effective UCC-1 financing statements with respect to any outstanding security interests in the Contracts. (d) From time to time, the Master Servicer shall cause to be taken such actions as are necessary to continue the perfection of the respective interests of the Trust Indenture Trustee and the Indenture Trustee Trust in the Contracts and to continue the first priority security interest of the Indenture Trustee in the Financed Vehicles and their proceeds (other than, as to such priority, any statutory lien arising by operation of law after (i) the Closing Date Date, with respect to the Initial Contacts or (ii) each Subsequent Transfer Date, with respect to the related Subsequent Contracts which is prior to such interest), including, without limitation, including the filing of financing statements, amendments thereto or continuation statements and the making of notations on records or documents of title. (e) . If any change in the name, identity or corporate structure of the Seller or Onyx WFS or the relocation of the chief executive office of either any of them or their reincorporation in a different jurisdiction would make any financing or continuation statement or notice of lien filed under this Agreement or the other Basic Documents seriously misleading within the meaning of applicable provisions of the UCC or any title statute, the Master Servicer, within the time period required by applicable law, shall file such financing statements or amendments as may be required to preserve and protect the interests of the Trust, the Indenture Trustee, the Securityholders Owner Trustee and the Insurer Securityholders in the Contracts, the related Financed Vehicles and the proceeds thereof. Promptly thereafter, the Master Servicer shall deliver to the Trust, the Indenture Trustee and the Insurer Owner Trustee an Opinion of Counsel stating that, in the opinion of such counsel, all financing statements or amendments necessary fully to preserve and protect the interests of the Trust, the Indenture Trustee, the Owner Trustee and Securityholders and the Insurer in the Contracts, the related Financed Vehicles and the proceeds thereof have been filed, and reciting the details of such filings. (f) . During the term of this Agreement, the Seller and Onyx WFS shall each maintain its chief executive office in one of the states States of the United States. (g) , other than Louisiana or Tennessee. The Master Servicer shall pay all reasonable costs and disbursements in connection with the perfection and the maintenance of perfection, as against all third parties, of the Indenture Trustee's right, title and interest in and to the Contracts and in connection with maintaining the first priority security interest (subject to the security interest of the Insurer pursuant to the Insurance Agreement) in the Financed Vehicles and the proceeds thereof.

CONVEYANCE OF CONTRACTS. (a) In consideration of the Issuer's delivery of the authenticated Notes and Certificates Notes, in an aggregate amount equal to $400,000,000, to or upon the order of the Seller, effective upon the Closing Date, the Seller hereby sells, grants, transfers, conveys and assigns to the Issuer, without recourse (except as expressly provided in Section 2.03 hereof), all of the right, title and interest of the Seller in, to and under: (i) the Funded Contracts listed in the Schedule of Contracts; (ii) all monies received under the Funded Contracts on or after the related Cut-Off Date; (iii) all Net Liquidation Proceeds and Net Insurance Proceeds with respect to any Financed Vehicle to which a Funded Contract relates received on or after the related Cut-Off Date; (iv) the Contract Documents and Contract Files relating to the Funded Contracts (except the Contract Documents and Contract Files for Funded Contracts which have been the subject of a Full Prepayment received on or after the related Cut-Off Date but no later than two Business Days prior to the Closing Date, in lieu of which the Seller shall have deposited in or credited to the Collection Account on or prior to the Closing Date an amount equal to such Full Prepayment); (v) the Trust Accounts and all amounts, financial assets and investment property held therein or credited thereto, including, if applicable, all Eligible Investments credited thereto (but excluding (A) the Payahead Account and all amounts, financial assets and investment property held therein or credited thereto, including all Eligible Investments credited thereto and (B) investment income credited to the Collection Account); (vi) the right of the Seller, as purchaser under the Purchase Agreement, to cause Onyx as seller thereunder to repurchase Funded Contracts listed in the Schedule of Contracts under certain circumstances; (vii) any and all security interests of the Seller in the Financed Vehicles and the rights to receive proceeds from claims on certain insurance policies covering the Financed Vehicles or the individual Obligors under each related Funded Contract; (viii) the Seller's right to proceeds under the Blanket Insurance Policy with respect to the Funded Contracts; and (ix) all proceeds in any way delivered with respect to the foregoing, all rights to payments with respect to the foregoing and all rights to enforce the foregoing. (b) Subject to the conditions set forth in Section 2.01(c), in consideration of the Issuer's delivery of authenticated Notes, in an aggregate amount equal to $400,000,000, to or upon the order of the Seller, effective upon the Closing Date, the Seller hereby sells, grants, transfers, conveys and assigns to the Issuer, without recourse (except as expressly provided in Section 2.03 hereof) effective upon delivery to the Issuer on the related Prefunding Transfer Date against payment therefor from the Prefunding Account in accordance Section 4.07(b), all of the right, title and interest of the Seller in, to and under: (i) all Prefunded Contracts listed on each Transfer Certificate; (ii) all monies received under the Prefunded Contracts on or after the related Prefunding Cut-Off Date; (iii) all Net Liquidation Proceeds and Net Insurance Proceeds with respect to any Financed Vehicle to which a Prefunded Contract relates received on or after the related Prefunding Cut-Off Date; (iv) the Contract Documents and Contract Files relating to the Prefunded Contracts; (v) the right of the Seller, as purchaser under the Purchase Agreement, to cause Onyx as seller thereunder to repurchase Prefunded Contracts listed on any Transfer Certificate under certain circumstances; (vi) any and all security interests of the Seller in the related Financed Vehicles and the rights to receive proceeds from claims on certain insurance policies covering such Financed Vehicles or the individual Obligors under each related Prefunded Contract; (vii) the Seller's right to proceeds under the Blanket Insurance Policy with respect to the Prefunded Contracts; and (viii) all proceeds in any way delivered with respect to the foregoing, all rights to payments with respect to the foregoing and all rights to enforce the foregoing. The foregoing items of property listed in this Section 2.01Sections 2.01(a) and (b), together with the rights of the Indenture Trustee under the Policy, are collectively referred to as the "TRUST PROPERTY". In addition, on or prior to the Closing Date, the Seller shall cause the Insurer to deliver the Policy to the Indenture Trustee for the benefit of the SecurityholdersNoteholders. It is the intention of the Seller and the Issuer that the assignment and transfer herein contemplated constitute (and shall be construed and treated for all purposes as) a true and complete sale of the Trust Property (other than the Spread Account and the Policy), conveying good title thereto free and clear of any liens and encumbrances, from the Seller to the Issuer. However, in the event that such conveyance is deemed to be a pledge to secure a loan (in spite of the express intent of the parties hereto that this conveyance constitutes, and shall be construed and treated for all purposes, as a true and complete sale), the Seller hereby grants to the Issuer, for the benefit of the Securityholders Noteholders and the Insurer, a first priority perfected security interest in all of the Seller's right, title and interest in the Trust Property whether now existing or hereafter created and all proceeds of the foregoing to secure the loan deemed to be made in connection with such pledge and, in such event, this Agreement shall constitute a security agreement under applicable law. (bc) The sale and assignment of the Prefunded Contracts and the other property and rights related thereto described in Section 2.01(b) shall be subject to the satisfaction of each of the following conditions, as well as the conditions set forth in Section 4.08, as of the related Prefunding Transfer Date, as applicable: (i) the Seller shall have delivered to the Custodian, on behalf of the Issuer, the Prefunded Contracts, and the Seller shall have delivered to the Issuer, the Indenture Trustee and the Insurer, on the Business Day immediately preceding the related Prefunding Transfer Date, a duly executed Transfer Certificate, substantially in the form of Exhibit C-1; (ii) the Servicer and the Seller shall certify to the Indenture Trustee and the Insurer that, as of the Prefunding Transfer Date, the Servicer and the Seller, respectively, were not insolvent nor were they made insolvent by such transfer nor were they aware of any such pending insolvency; (iii) the Seller shall certify to the Indenture Trustee and the Insurer that the addition of such Prefunded Contracts will not result in a material adverse tax consequence to the Issuer or the Noteholders; (iv) the Funding Period shall not have terminated; (v) the Seller and the Servicer shall certify to the Indenture Trustee and the Insurer that no selection procedures believed by the Seller or the Servicer to be adverse to the interests of the Noteholders or the Insurer shall have been utilized in selecting the Prefunded Contracts; (vi) the Seller and the Insurer shall not have been advised by either Rating Agency on or before the Business Day immediately preceding such Prefunding Transfer Date that the conveyance of the Prefunded Contracts would result in a qualification, modification or withdrawal of its then current rating of the Notes without regard to the Policy; (vii) the weighted average APR (using the Recomputed Yield for the Rule of 78's Contracts) of the Contracts (after giving effect to the purchase of the related Prefunded Contracts) shall not be less than 13.85%; (viii) less than 20% of the Prefunded Contracts transferred by the Seller to the Issuer since the Closing Date, including all Prefunded Contracts being transferred on such Prefunding Transfer Date, shall have an original term to maturity of more than 60 months and the weighted average remaining term of all Contracts (including the Prefunded Contracts) as of such Prefunding Transfer Date shall not be greater than 59 months; (ix) if the balance in the Prefunding Account prior to such Prefunding Transfer Date exceeds $30,000,000, the aggregate Outstanding Principal Balance, as of the related Prefunding Cut-Off Date, of the Prefunded Contracts to be conveyed by the Seller to the Issuer on such Prefunding Transfer Date shall equal or exceed $10,000,000 and the Insurer shall have consented to such transfer; (x) at least three Business Days prior to each Prefunding Transfer Date, the Seller shall have delivered to the Rating Agencies and the Insurer pool stratification data (including data with respect to when the first scheduled payment is due under each such Prefunded Contract) relating to the Prefunded Contracts to be conveyed by the Seller to the Issuer on such Prefunding Transfer Date, in the form of stratification data delivered to the Rating Agencies and the Insurer with respect to the Funded Contracts, and, as of the related Prefunding Cut-Off Date, shall have certified that the information contained therein is true and correct; and (xi) The first scheduled monthly payment for at least 50% of the Prefunded Contracts (by Outstanding Principal Balance as of the related Prefunding Cut-Off Date) shall be due on or before December 31, 2000. (d) As of the Closing Date, the Issuer acknowledges the conveyance to it of the Trust Property from the Seller, including all right, title and interest of the Seller in and to the Trust Property, receipt of which is hereby acknowledged by the Issuer. Concurrently with such delivery and in exchange therefor, the Issuer has pledged to the Indenture Trustee, for the benefit of the Securityholders Noteholders and the Insurer, the Trust Property and the Indenture Trustee, pursuant to the written instructions of the Issuer, has executed and caused to be authenticated and delivered the Notes to the Seller or its designee, upon the order of the Issuer. In addition, concurrently with such delivery and in exchange therefor, the Owner Trustee, pursuant to the instructions of the Seller, has executed (not in its individual capacity, but solely as Owner Trustee on behalf of the Issuer) and caused to be authenticated and delivered the Certificates to the Seller or its designee, upon the order of the Seller. (ce) In connection with the sale of the Contracts pursuant to the Purchase Agreement, Onyx has filed with the office of the Secretary of State of the State of California a UCC-1 financing statement naming Onyx as debtor, naming the Seller as secured party and including the Contracts in the description of the collateral. In connection with the sale of the Contracts pursuant to this Agreement, the Seller has filed or caused to be filed with the Secretary of State of the State of California a UCC-1 financing statement naming the Seller as debtor, naming the Issuer as secured party, naming the Indenture Trustee, on behalf of the Noteholders, as assignee, and including the Contracts in the description of the collateral. In connection with the pledge of the Contracts pursuant to the Indenture, the Trust has filed with the offices of the Secretary of State of the State of Delaware UCC-1 financing statements naming the Trust as debtor and the Indenture Trustee, on behalf of the Noteholders and the Insurer, as secured party. The grant of a security interest to the Indenture Trustee and the rights of the Indenture Trustee in the Contracts shall be governed by the Indenture. The Seller shall have caused UCC-2 termination statements to have been filed with the office of Secretary of State of the State of California terminating any effective UCC-1 financing statements with respect to any outstanding security interests in the Contracts. (df) From time to time, the Servicer shall cause to be taken such actions as are necessary to continue the perfection of the respective interests of the Trust and the Indenture Trustee in the Contracts and to continue the first priority security interest of the Indenture Trustee in the Financed Vehicles and their proceeds (other than, as to such priority, any statutory lien arising by operation of law after the Closing Date which is prior to such interest), including, without limitation, the filing of financing statements, amendments thereto or continuation statements and the making of notations on records or documents of title. (eg) If any change in the name, identity or corporate structure of the Seller or Onyx or the relocation of the chief executive office of either of them would make any financing or continuation statement or notice of lien filed under this Agreement or the other Basic Documents misleading within the meaning of applicable provisions of the UCC or any title statute, the Servicer, within the time period required by applicable law, shall file such financing statements or amendments as may be required to preserve and protect the interests of the Trust, the Indenture Trustee, the Securityholders Noteholders and the Insurer in the Contracts, the related Financed Vehicles and the proceeds thereof. Promptly thereafter, the Servicer shall deliver to the Trust, the Indenture Trustee and the Insurer an Opinion of Counsel stating that, in the opinion of such counsel, all financing statements or amendments necessary fully to preserve and protect the interests of the Trust, the Indenture Trustee, the Securityholders Noteholders and the Insurer in the Contracts, the related Financed Vehicles and the proceeds thereof have been filed, and reciting the details of such filings. (fh) During the term of this Agreement, the Seller and Onyx shall each maintain its chief executive office in one of the states of the United States. (gi) The Servicer shall pay all reasonable costs and disbursements in connection with the perfection and the maintenance of perfection, as against all third parties, of the Indenture Trustee's right, title and interest in and to the Contracts and in connection with maintaining the first priority security interest (subject to the security interest of the Insurer pursuant to the Insurance Agreement) in the Financed Vehicles and the proceeds thereof. (j) On the Prefunding Closing Date, the Seller shall: (i) deliver a certificate from each secured creditor of the Seller confirming that such creditor has no claim of any security interest in any of the Prefunded Contracts transferred during the Funding Period; (ii) deliver to each Rating Agency, the Insurer and the Indenture Trustee a Prefunding Closing Date Certificate; (iii) deliver to each Rating Agency, the Insurer and the Indenture Trustee an Opinion of Counsel with respect to the absence of negative tax consequences to the Trust, the characterization of the transfer of the Prefunded Contracts and the perfection of the Indenture Trustee's interest on behalf of the Noteholders; (iv) deliver to each Rating Agency, the Insurer and the Indenture Trustee with respect to any state (other than California) in which 10% or more of the Contracts (including the Prefunded Contracts), by Outstanding Principal Balance, were originated, an opinion with respect to the perfection of the security interest of the Indenture Trustee in the Financed Vehicles securing the Contracts originated in such state; and (v) deliver to the Insurer an Opinion of Counsel to the effect that Onyx is duly qualified as a foreign corporation to do business, and is in good standing, in each of the states in which Prefunded Contracts have been originated. Failure to comply with any of the conditions set forth in this Section 2.01(j) on the Prefunding Closing Date shall be deemed to be a breach of a representation and warranty with respect to each of the Prefunded Contracts to which such failed conditions relate as of the Prefunding Closing Date.

CONVEYANCE OF CONTRACTS. (a) In consideration of the Issuer's delivery of the authenticated Notes and Certificates to or upon the order of the SellerSeller of $____________, less the Spread Account Initial Deposit, effective upon the Closing Date, the Seller hereby sells, grants, transfers, assigns and otherwise conveys and assigns to the Issuer, without recourse (except as expressly provided in Section 2.03 hereofsubject to the obligations herein), all of the right, title and interest of the Seller (exclusive of (i) the Retained Yield in respect of the Contracts, and (ii) the amount, if any, allocable to any rebatable insurance premium financed by any Contract) in, to and under: (i) under the Contracts (which Contracts shall be listed in the Schedule of Contracts; ), including, without limitation, all payments of Monthly P&I (iiexclusive of the Retained Yield, which shall be paid directly to the Seller as provided in Section 5.02(b)) all monies received under the Contracts on or due after the Cut-Off Date (excluding the amount allocable to principal and interest due on or prior to the Cut-Off Date; (iii) ); all Net Liquidation Proceeds and Net Insurance Proceeds 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; (iv) ), and any and all security interests in the Financed Vehicles; the Contract Documents and Contract Files relating to the Contracts (except the Contract Documents and Contract Files for Contracts which have been the subject of a Full Prepayment received on or after the Cut-Off Date but no later than two one Business Days Day prior to the Closing Date, in lieu of which the Seller shall have deposited in or credited to the Collection Account on or prior to the Closing Date an amount equal to such Full Prepayment); (v) the Trust Accounts ; and all amounts, financial assets and investment property held therein or credited thereto, including, if applicable, all Eligible Investments credited thereto (but excluding (A) the Payahead Account and all amounts, financial assets and investment property held therein or credited thereto, including all Eligible Investments credited thereto and (B) investment income credited to the Collection Account); (vi) the right of the Seller, as purchaser under the Purchase Agreement, to cause Onyx as seller thereunder to repurchase Contracts listed in the Schedule of Contracts under certain circumstances; (vii) any and all security interests of the Seller in the Financed Vehicles and the rights to receive proceeds from claims on certain insurance policies covering the Financed Vehicles or the individual Obligors under each related Contract; (viii) the Seller's right to proceeds under the Blanket Insurance Policy with respect to the Contracts; and (ix) all proceeds in any way delivered with respect to the foregoing, all rights to payments with respect to the foregoing and all rights to enforce the foregoing. The foregoing items of property listed in this Section 2.01, together with the rights provided that $__________ of the Indenture Trustee under principal amount of Contract number __________ is retained by the PolicySeller. (b) The Bank has filed or caused to be filed UCC-1 financing statements, are collectively referred executed by the Bank as debtor, naming WFS as secured party and describing the Contracts originated by the Bank and transferred to as the "TRUST PROPERTY". In addition, WFS on or prior to the Closing Date, Date as collateral with the Seller shall cause the Insurer to deliver the Policy to the Indenture Trustee for the benefit Office of the Securityholders. It is the intention Secretary of State of the Seller and the Issuer that the assignment and transfer herein contemplated constitute (and shall be construed and treated for all purposes as) a true and complete sale State of the Trust Property (other than the Spread Account and the Policy), conveying good title thereto free and clear of any liens and encumbrances, from the Seller to the IssuerCalifornia. However, in the event that such conveyance is deemed to be a pledge to secure a loan (in spite of the express intent of the parties hereto that this conveyance constitutes, and shall be construed and treated for all purposes, as a true and complete sale), the Seller hereby grants to the Issuer, for the benefit of the Securityholders and the Insurer, a first priority perfected security interest in all of the Seller's right, title and interest in the Trust Property whether now existing WFS has filed or hereafter created and all proceeds of the foregoing to secure the loan deemed to be made in connection with such pledge and, in such event, this Agreement shall constitute a security agreement under applicable law. (b) As of the Closing Date, the Issuer acknowledges the conveyance to it of the Trust Property from the Seller, including all right, title and interest of the Seller in and to the Trust Property, receipt of which is hereby acknowledged by the Issuer. Concurrently with such delivery and in exchange therefor, the Issuer has pledged to the Indenture Trustee, for the benefit of the Securityholders and the Insurer, the Trust Property and the Indenture Trustee, pursuant to the written instructions of the Issuer, has executed and caused to be authenticated and delivered the Notes to filed UCC-1 financing statements executed by WFS as debtor, naming the Seller or its designee, upon the order of the Issuer. In addition, concurrently with such delivery as secured party and in exchange therefor, the Owner Trustee, pursuant to the instructions of the Seller, has executed (not in its individual capacity, but solely as Owner Trustee on behalf of the Issuer) and caused to be authenticated and delivered the Certificates to the Seller or its designee, upon the order of the Seller. (c) In connection with the sale of describing the Contracts pursuant to the Purchase Agreement, Onyx has filed as collateral with the office of the Secretary of State of the State of California a UCC-1 financing statement naming Onyx as debtor, naming the Seller as secured party and including the Contracts in the description of the collateralCalifornia. In connection with the sale of the Contracts pursuant to this Agreement, the The Seller has filed or caused to be filed UCC-1 financing statements, executed by the Seller as debtor, naming the Collateral Agent, on behalf of the Insurer, as secured party and describing the Contracts as collateral, with the Office of the Secretary of State of the State of California California. The grant of a security interest to the Collateral Agent on behalf of the Insurer and the rights of the Collateral Agent and the Insurer in respect of such security interest shall be governed by the Insurance Agreement. The Seller has filed or caused to be filed UCC-1 financing statement naming statements, executed by the Seller as debtor, naming the Issuer Owner Trust as secured partyparty and describing the Contracts being sold by it to the Owner Trust as collateral, with the Office of the Secretary of State of the State of California. The Owner Trust has filed or caused to be filed UCC-1 financing statements, executed by the Owner Trust as debtor, naming the Indenture Trustee, on behalf of the Noteholders, as assignee, and including the Contracts in the description of the collateral. In connection with the pledge of the Contracts pursuant to the Indenture, the Trust has filed with the offices of the Secretary of State of the State of Delaware UCC-1 financing statements naming the Trust as debtor and the Indenture Trustee, on behalf of the Noteholders and the Insurer, as secured party. The grant of a security interest to the Indenture Trustee and the rights of the Indenture Trustee in the Contracts shall be governed by the Indenture. The Seller shall have caused UCC-2 termination statements to have been filed with the office of Secretary of State of the State of California terminating any effective UCC-1 financing statements with respect to any outstanding security interests in the Contracts. (d) From time to time, the Servicer shall cause to be taken such actions as are necessary to continue the perfection of the respective interests of the Trust and the Indenture Trustee in the Contracts and to continue the first priority security interest of the Indenture Trustee in the Financed Vehicles and their proceeds (other than, as to such priority, any statutory lien arising by operation of law after the Closing Date which is prior to such interest), including, without limitation, the filing of financing statements, amendments thereto or continuation statements and the making of notations on records or documents of title. (e) If any change in the name, identity or corporate structure of the Seller or Onyx or the relocation of the chief executive office of either of them would make any financing or continuation statement or notice of lien filed under this Agreement or the other Basic Documents misleading within the meaning of applicable provisions of the UCC or any title statute, the Servicer, within the time period required by applicable law, shall file such financing statements or amendments as may be required to preserve and protect the interests of the Trust, the Indenture Trustee, the Securityholders and the Insurer in the Contracts, the related Financed Vehicles and the proceeds thereof. Promptly thereafter, the Servicer shall deliver to the Trust, the Indenture Trustee and the Insurer an Opinion of Counsel stating that, in the opinion of such counsel, all financing statements or amendments necessary fully to preserve and protect the interests of the Trust, the Indenture Trustee, the Securityholders and the Insurer in the Contracts, the related Financed Vehicles and the proceeds thereof have been filed, and reciting the details of such filings. (f) During the term of this Agreement, the Seller and Onyx shall each maintain its chief executive office in one of the states of the United States. (g) The Servicer shall pay all reasonable costs and disbursements in connection with the perfection and the maintenance of perfection, as against all third parties, of the Indenture Trustee's right, title and interest in and to the Contracts and in connection with maintaining the first priority security interest (subject to the security interest of the Insurer pursuant to the Insurance Agreement) in the Financed Vehicles and the proceeds thereof.as

CONVEYANCE OF CONTRACTS. (a) In consideration of the Issuer's delivery of the authenticated Notes and Certificates Notes, in an aggregate amount equal to $400,000,000, to or upon the order of the Seller, effective upon the Closing Date, the Seller hereby sells, grants, transfers, conveys and assigns to the Issuer, without recourse (except as expressly provided in Section 2.03 hereof), all of the right, title and interest of the Seller in, to and under: (i) the Funded Contracts listed in the Schedule of Contracts; (ii) all monies received under the Funded Contracts on or after the Cut-related Cut- Off Date; (iii) all Net Liquidation Proceeds and Net Insurance Proceeds with respect to any Financed Vehicle to which a Funded Contract relates received on or after the related Cut-Off Date; (iv) the Contract Documents and Contract Files relating to the Funded Contracts (except the Contract Documents and Contract Files for Funded Contracts which have been the subject of a Full Prepayment received on or after the related Cut-Off Date but no later than two Business Days prior to the Closing Date, in lieu of which the Seller shall have deposited in or credited to the Collection Account on or prior to the Closing Date an amount equal to such Full Prepayment); (v) the Trust Accounts and all amounts, financial assets and investment property held therein or credited thereto, including, if applicable, all Eligible Investments credited thereto (but excluding (A) the Payahead Account and all amounts, financial assets and investment property held therein or credited thereto, including all Eligible Investments credited thereto and (B) investment income credited to the Collection Account); (vi) the right of the Seller, as purchaser under the Purchase Agreement, to cause Onyx as seller thereunder to repurchase Funded Contracts listed in the Schedule of Contracts under certain circumstances; (vii) any and all security interests of the Seller in the Financed Vehicles and the rights to receive proceeds from claims on certain insurance policies covering the Financed Vehicles or the individual Obligors under each related Funded Contract; (viii) the Seller's right to proceeds under the Blanket Insurance Policy with respect to the Funded Contracts; and (ix) all proceeds in any way delivered with respect to the foregoing, all rights to payments with respect to the foregoing and all rights to enforce the foregoing. (b) Subject to the conditions set forth in Section 2.01(c), in consideration of the Issuer's delivery of authenticated Notes, in an aggregate amount equal to $400,000,000, to or upon the order of the Seller, effective upon the Closing Date, the Seller hereby sells, grants, transfers, conveys and assigns to the Issuer, without recourse (except as expressly provided in Section 2.03 hereof) effective upon delivery to the Issuer on the related Prefunding Transfer Date against payment therefor from the Prefunding Account in accordance Section 4.07(b), all of the right, title and interest of the Seller in, to and under: (i) all Prefunded Contracts listed on each Transfer Certificate; (ii) all monies received under the Prefunded Contracts on or after the related Prefunding Cut-Off Date; (iii) all Net Liquidation Proceeds and Net Insurance Proceeds with respect to any Financed Vehicle to which a Prefunded Contract relates received on or after the related Prefunding Cut-Off Date; (iv) the Contract Documents and Contract Files relating to the Prefunded Contracts; (v) the right of the Seller, as purchaser under the Purchase Agreement, to cause Onyx as seller thereunder to repurchase Prefunded Contracts listed on any Transfer Certificate under certain circumstances; (vi) any and all security interests of the Seller in the related Financed Vehicles and the rights to receive proceeds from claims on certain insurance policies covering such Financed Vehicles or the individual Obligors under each related Prefunded Contract; (vii) the Seller's right to proceeds under the Blanket Insurance Policy with respect to the Prefunded Contracts; and (viii) all proceeds in any way delivered with respect to the foregoing, all rights to payments with respect to the foregoing and all rights to enforce the foregoing. The foregoing items of property listed in this Section 2.01Sections 2.01(a) and (b), together with the rights of the Indenture Trustee under the Policy, are collectively referred to as the "TRUST PROPERTY". In addition, on or prior to the Closing Date, the Seller shall cause the Insurer to deliver the Policy to the Indenture Trustee for the benefit of the SecurityholdersNoteholders. It is the intention of the Seller and the Issuer that the assignment and transfer herein contemplated constitute (and shall be construed and treated for all purposes as) a true and complete sale of the Trust Property (other than the Spread Account and the Policy), conveying good title thereto free and clear of any liens and encumbrances, from the Seller to the Issuer. However, in the event that such conveyance is deemed to be a pledge to secure a loan (in spite of the express intent of the parties hereto that this conveyance constitutes, and shall be construed and treated for all purposes, as a true and complete sale), the Seller hereby grants to the Issuer, for the benefit of the Securityholders Noteholders and the Insurer, a first priority perfected security interest in all of the Seller's right, title and interest in the Trust Property whether now existing or hereafter created and all proceeds of the foregoing to secure the loan deemed to be made in connection with such pledge and, in such event, this Agreement shall constitute a security agreement under applicable law. (bc) The sale and assignment of the Prefunded Contracts and the other property and rights related thereto described in Section 2.01(b) shall be subject to the satisfaction of each of the following conditions, as well as the conditions set forth in Section 4.08, as of the related Prefunding Transfer Date, as applicable: (i) the Seller shall have delivered to the Custodian, on behalf of the Issuer, the Prefunded Contracts, and the Seller shall have delivered to the Issuer, the Indenture Trustee and the Insurer, on the Business Day immediately preceding the related Prefunding Transfer Date, a duly executed Transfer Certificate, substantially in the form of Exhibit C-1; (ii) the Servicer and the Seller shall certify to the Indenture Trustee and the Insurer that, as of the Prefunding Transfer Date, the Servicer and the Seller, respectively, were not insolvent nor were they made insolvent by such transfer nor were they aware of any such pending insolvency; (iii) the Seller shall certify to the Indenture Trustee and the Insurer that the addition of such Prefunded Contracts will not result in a material adverse tax consequence to the Issuer or the Noteholders; (iv) the Funding Period shall not have terminated; (v) the Seller and the Servicer shall certify to the Indenture Trustee and the Insurer that no selection procedures believed by the Seller or the Servicer to be adverse to the interests of the Noteholders or the Insurer shall have been utilized in selecting the Prefunded Contracts; (vi) the Seller and the Insurer shall not have been advised by either Rating Agency on or before the Business Day immediately preceding such Prefunding Transfer Date that the conveyance of the Prefunded Contracts would result in a qualification, modification or withdrawal of its then current rating of the Notes without regard to the Policy; (vii) the weighted average APR (using the Recomputed Yield for the Rule of 78's Contracts) of the Contracts (after giving effect to the purchase of the related Prefunded Contracts) shall not be less than 11.90%; (viii) less than 20% of the Prefunded Contracts transferred by the Seller to the Issuer since the Closing Date, including all Prefunded Contracts being transferred on such Prefunding Transfer Date, shall have an original term to maturity of more than 60 months and the weighted average remaining term of all Contracts (including the Prefunded Contracts) as of such Prefunding Transfer Date shall not be greater than 59 months; (ix) if the balance in the Prefunding Account prior to such Prefunding Transfer Date exceeds $30,000,000, the aggregate Outstanding Principal Balance, as of the related Prefunding Cut-Off Date, of the Prefunded Contracts to be conveyed by the Seller to the Issuer on such Prefunding Transfer Date shall equal or exceed $10,000,000 and the Insurer shall have consented to such transfer; (x) at least three Business Days prior to each Prefunding Transfer Date, the Seller shall have delivered to the Rating Agencies and the Insurer pool stratification data (including data with respect to when the first scheduled payment is due under each such Prefunded Contract) relating to the Prefunded Contracts to be conveyed by the Seller to the Issuer on such Prefunding Transfer Date, in the form of stratification data delivered to the Rating Agencies and the Insurer with respect to the Funded Contracts, and, as of the related Prefunding Cut-Off Date, shall have certified that the information contained therein is true and correct; and (xi) The first scheduled monthly payment for at least 50% of the Prefunded Contracts (by Outstanding Principal Balance as of the related Prefunding Cut-Off Date) shall be due on or before October 31, 2001. (d) As of the Closing Date, the Issuer acknowledges the conveyance to it of the Trust Property from the Seller, including all right, title and interest of the Seller in and to the Trust Property, receipt of which is hereby acknowledged by the Issuer. Concurrently with such delivery and in exchange therefor, the Issuer has pledged to the Indenture Trustee, for the benefit of the Securityholders Noteholders and the Insurer, the Trust Property and the Indenture Trustee, pursuant to the written instructions of the Issuer, has executed and caused to be authenticated and delivered the Notes to the Seller or its designee, upon the order of the Issuer. In addition, concurrently with such delivery and in exchange therefor, the Owner Trustee, pursuant to the instructions of the Seller, has executed (not in its individual capacity, but solely as Owner Trustee on behalf of the Issuer) and caused to be authenticated and delivered the Certificates to the Seller or its designee, upon the order of the Seller. (ce) In connection with the sale of the Contracts pursuant to the Purchase Agreement, prior to July 1, 2001, Onyx has filed with the office of the Secretary of State of the State of California a UCC-1 financing statement naming Onyx as debtor, naming the Seller as secured party and including the Contracts in the description of the collateral. In connection with the sale of the Contracts pursuant to this Agreement, the Seller has filed or caused to be filed with the Secretary of State of the State of California Delaware a UCC-1 financing statement naming the Seller as debtor, naming the Issuer as secured party, naming the Indenture Trustee, on behalf of the Noteholders, as assignee, and including the Contracts in the description of the collateral. In connection with the pledge of the Contracts pursuant to the Indenture, the Trust has filed with the offices of the Secretary of State of the State of Delaware UCC-1 financing statements naming the Trust as debtor and the Indenture Trustee, on behalf of the Noteholders and the Insurer, as secured party. The grant of a security interest to the Indenture Trustee and the rights of the Indenture Trustee in the Contracts shall be governed by the Indenture. The Seller shall have caused UCC-2 termination statements UCC-3 partial releases to have been filed with the office of Secretary of State of the State of California terminating any effective UCC-1 financing statements Delaware with respect to any outstanding security interests in the Contracts. (df) From time to time, the Servicer shall cause to be taken such actions as are necessary to continue the perfection of the respective interests of the Trust and the Indenture Trustee in the Contracts and to continue the first priority security interest of the Indenture Trustee in the Financed Vehicles and their proceeds (other than, as to such priority, any statutory lien arising by operation of law after the Closing Date which is prior to such interest), including, without limitation, the filing of financing statements, amendments thereto or continuation statements and the making of notations on records or documents of title. (eg) If any change in the name, identity or corporate structure of the Seller or Onyx or the relocation of the chief executive office state of organization of either of them would make any financing or continuation statement or notice of lien filed under this Agreement or the other Basic Documents misleading within the meaning of applicable provisions of the UCC or any title statute, the Servicer, within the time period required by applicable law, shall file such financing statements or amendments as may be required to preserve and protect the interests of the Trust, the Indenture Trustee, the Securityholders Noteholders and the Insurer in the Contracts, the related Financed Vehicles and the proceeds thereof. Promptly thereafter, the Servicer shall deliver to the Trust, the Indenture Trustee and the Insurer an Opinion of Counsel stating that, in the opinion of such counsel, all financing statements or amendments necessary fully to preserve and protect the interests of the Trust, the Indenture Trustee, the Securityholders Noteholders and the Insurer in the Contracts, the related Financed Vehicles and the proceeds thereof have been filed, and reciting the details of such filings. (fh) During the term of this Agreement, the Seller and Onyx shall each maintain its chief executive office in continue to be an organization organized under the laws of one of the states of the United States. (gi) The Servicer shall pay all reasonable costs and disbursements in connection with the perfection and the maintenance of perfection, as against all third parties, of the Indenture Trustee's right, title and interest in and to the Contracts and in connection with maintaining the first priority security interest (subject to the security interest of the Insurer pursuant to the Insurance Agreement) in the Financed Vehicles and the proceeds thereof. (j) On the Prefunding Closing Date, the Seller shall: (i) deliver a certificate from each secured creditor of the Seller confirming that such creditor has no claim of any security interest in any of the Prefunded Contracts transferred during the Funding Period; (ii) deliver to each Rating Agency, the Insurer and the Indenture Trustee a Prefunding Closing Date Certificate; (iii) deliver to each Rating Agency, the Insurer and the Indenture Trustee an Opinion of Counsel with respect to the absence of negative tax consequences to the Trust, the characterization of the transfer of the Prefunded Contracts and the perfection of the Indenture Trustee's interest on behalf of the Noteholders; (iv) deliver to each Rating Agency, the Insurer and the Indenture Trustee with respect to any state (other than California) in which 10% or more of the Contracts (including the Prefunded Contracts), by Outstanding Principal Balance, were originated, an opinion with respect to the perfection of the security interest of the Indenture Trustee in the Financed Vehicles securing the Contracts originated in such state; and (v) deliver to the Insurer an Opinion of Counsel to the effect that Onyx is duly qualified as a foreign corporation to do business, and is in good standing, in each of the states in which Prefunded Contracts have been originated. Failure to comply with any of the conditions set forth in this Section 2.01(j) on the Prefunding Closing Date shall be deemed to be a breach of a representation and warranty with respect to each of the Prefunded Contracts to which such failed conditions relate as of the Prefunding Closing Date.

CONVEYANCE OF CONTRACTS. (a) In consideration of The Depositor, concurrently with the Issuer's execution and delivery of the authenticated Notes and Certificates to or upon the order of the Sellerhereof, effective upon the Closing Date, the Seller hereby sells, grants, transfers, assigns, sets over and otherwise conveys and assigns to the IssuerTrustee in trust for the benefit of the Certificateholders, without recourse (except as expressly provided in Section 2.03 hereof)recourse, all of the right, title and interest of the Seller in, Depositor in and to and under: (i) the Contracts listed in the Schedule of Contracts; (ii) each Contract, including all monies principal received under the or receivable on or with respect to such Contracts on or after the Cut-Off off Date; (ii) all interest received or receivable on or with respect to such Contracts on or after April 1, 2002; (iii) seven days' interest on the aggregate Cut-off Date Principal Balance of such Contracts at a per annum rate equal to the weighted average of the Net Contract Rates of the Contracts as of the Cut-off Date (calculated on the basis of twelve 30-day months); (iv) any insurance policies in respect of the Contracts; (v) the Depositor's rights under the Purchase and Sale Agreement, (vi) the Guarantee Agreement; and (vii) all proceeds of any of the foregoing. (b) In connection with the transfer and assignment set forth in clause (a) above, the Depositor has delivered or caused to be delivered to the Custodian for the benefit of the Certificateholders, the documents and instruments with respect to each Contract as assigned (collectively, the "Contract Documents"), with respect to each Contract: (i) the fully executed original Contract and all modifications thereto, executed by the Obligor evidencing indebtedness in connection with the purchase of a Manufactured Home; (ii) the original Assignment of Contract, in blank. In the event that the Contract was acquired by the Originator in a merger, the assignment must be by "[Originator], successor by merger to [name of predecessor]"; and in the event that the Contract was acquired or originated by the Originator while doing business under another name, the assignment must be by "[Originator], formerly known as [previous name]"; (iii) the original of all assumption, extensions and modification agreements; (iv) the originals of all intervening assignments of contract; and (v) either (A) the original title document for the related Manufactured Home or a duplicate certified by the appropriate governmental authority which issued the original thereof or the application for such title document or if the laws of the jurisdiction in which the related Manufactured Home is located do not provide for the issuance of title documents for manufactured housing, other evidence of ownership of the related Manufactured Home which is customarily relied upon in such jurisdiction as evidence of title to a manufactured housing unit or (B) an original or copy of the UCC-1 Financing Statements, certified as true and correct by the Originator and all necessary UCC-3 Continuation Statements with evidence of filing thereon or copies thereof certified by the Originator to have been sent for filing, and UCC-3 Assignments executed by the Originator in blank, which UCC-3 Assignments shall be in form and substance acceptable for filing or notation of the security interest on the title document. In addition, with respect to each Land Home Contract, the Contract Documents shall include the following: (i) the original Mortgage Note endorsed, "Pay to the order of ________________, without recourse" and signed in the name of the Originator by an authorized officer. evidencing a complete chain of title from the originator to the Originator. In the event that the Mortgage Loan was acquired by the Originator in a merger, the endorsement must be by "[Originator], successor by merger to [name of predecessor]"; and in the event that the Mortgage Loan was acquired or originated by the Originator while doing business under another name, the endorsement must be by "[Originator], formerly known as [previous name]"; (ii) except as provided below, the original Mortgage with evidence of recording thereon (which such evidence can also be satisfied by Schedule A to the related title policy). If the Seller cannot deliver or cause to be delivered the original Mortgage with evidence of recording thereon on or prior to the related Closing Date because of a delay caused by the public recording office where such Mortgage has been delivered for recordation or because such Mortgage has been lost or because such public recording office retains the original recorded Mortgage, the Seller shall deliver or cause to be delivered to the Custodian a photocopy of such Mortgage together with (A) in the case of a delay caused by the public recording office, an Officer's Certificate of the title insurer insuring the Mortgage stating that such Mortgage has been delivered to the appropriate public recording office for recordation and that the original recorded Mortgage or a copy of such Mortgage certified by such public recording office to be a true and complete copy of the original recorded Mortgage will be promptly delivered to the Custodian upon receipt thereof by the Seller; or (B) in the case of a Mortgage where a public recording office retains the original recorded Mortgage or in the case where a Mortgage is lost after recordation in a public recording office, a copy of such Mortgage with the recording information thereon certified by such public recording office to be a true and complete copy of the original recorded Mortgage. In either case, a copy of the recorded Mortgage with recording information thereon shall be delivered within 180 days following the applicable Closing Date; (iii) all Net Liquidation Proceeds the original Assignment of Mortgage, in blank, which assignment shall be in form and Net Insurance Proceeds with respect substance acceptable for recording but not recorded. In the event that the Mortgage Loan was acquired by the Originator in a merger, the assignment must be by "[Originator], successor by merger to any Financed Vehicle to which a Contract relates received on [name of predecessor]"; and in the event that the Mortgage Loan was acquired or after originated by the Cut-Off DateOriginator while doing business under another name, the assignment must be by "[Originator], formerly known as [previous name]"; (iv) the Contract Documents and Contract Files relating to original policy of title insurance, except for those Mortgage Loans originated within 60 days before the Contracts (except the Contract Documents and Contract Files for Contracts which have been the subject of a Full Prepayment received on or after the Cut-Off Date but no later than two Business Days prior to the related Closing Date, in lieu of for which Mortgage Loans the Seller shall have deposited in or credited delivered and released to the Collection Account on or prior Custodian the related binders. In addition, the Seller shall deliver to the Custodian the original policy of title insurance within 180 days after the related Closing Date an amount equal Date. The policy must be properly endorsed, any necessary notices of transfer must be forwarded and any other action required to such Full Prepayment)be taken must be taken in order to fully protect, under the terms of the policy and applicable law, the Trustee's interest as first mortgagee; (v) the Trust Accounts original of all assumption, extensions and all amounts, financial assets and investment property held therein or credited thereto, including, if applicable, all Eligible Investments credited thereto (but excluding (A) the Payahead Account and all amounts, financial assets and investment property held therein or credited thereto, including all Eligible Investments credited thereto and (B) investment income credited to the Collection Account);modification agreements; and (vi) the right originals of all intervening assignments of mortgage with evidence of recording thereon, or if any such intervening assignment of mortgage has not been returned from the Seller, as purchaser under applicable recording office or has been lost or if such public recording office retains the Purchase Agreement, to cause Onyx as seller thereunder to repurchase Contracts listed in the Schedule original recorded assignment of Contracts under certain circumstances; (vii) any and all security interests of the Seller in the Financed Vehicles and the rights to receive proceeds from claims on certain insurance policies covering the Financed Vehicles or the individual Obligors under each related Contract; (viii) the Seller's right to proceeds under the Blanket Insurance Policy with respect to the Contracts; and (ix) all proceeds in any way delivered with respect to the foregoing, all rights to payments with respect to the foregoing and all rights to enforce the foregoing. The foregoing items of property listed in this Section 2.01, together with the rights of the Indenture Trustee under the Policy, are collectively referred to as the "TRUST PROPERTY". In addition, on or prior to the Closing Datemortgage, the Seller shall deliver or cause the Insurer to deliver the Policy be delivered to the Indenture Trustee for Custodian, a photocopy of such intervening assignment of mortgage together with (A) in the benefit case of a delay caused by the public recording office, an Officer's Certificate of the Securityholders. It is title insurer insuring the intention Mortgage stating that such intervening assignment of mortgage has been delivered to the Seller appropriate public recording office for recordation and that such original recorded intervening assignment of mortgage or a copy of such intervening assignment of mortgage certified by the Issuer that the assignment and transfer herein contemplated constitute (and shall appropriate public recording office to be construed and treated for all purposes as) a true and complete sale copy of the Trust Property (other than the Spread Account and the Policy), conveying good title thereto free and clear original recorded intervening assignment of any liens and encumbrances, from the Seller mortgage will be promptly delivered to the Issuer. However, Custodian upon receipt thereof by the Seller; or (B) in the event that case of an intervening assignment of mortgage where a public recording office retains the original recorded intervening assignment of mortgage or in the case where an intervening assignment of mortgage is lost after recordation in a public recording office, a copy of such conveyance is deemed intervening assignment of mortgage with recording information thereon certified by such public recording office to be a pledge to secure a loan (in spite of the express intent of the parties hereto that this conveyance constitutes, and shall be construed and treated for all purposes, as a true and complete sale), the Seller hereby grants to the Issuer, for the benefit copy of the Securityholders and the Insureroriginal recorded intervening assignment of mortgage. In either case, a first priority perfected security interest in all copy of the Seller's right, title and interest in recorded intervening Assignment of Mortgage with recording information thereon shall be delivered within 180 days following the Trust Property whether now existing or hereafter created and all proceeds of the foregoing to secure the loan deemed to be made in connection with such pledge and, in such event, this Agreement shall constitute a security agreement under applicable law. (b) As of the related Closing Date, the Issuer acknowledges the conveyance to it of the Trust Property from the Seller, including all right, title and interest of the Seller in and to the Trust Property, receipt of which is hereby acknowledged by the Issuer. Concurrently with such delivery and in exchange therefor, the Issuer has pledged to the Indenture Trustee, for the benefit of the Securityholders and the Insurer, the Trust Property and the Indenture Trustee, pursuant to the written instructions of the Issuer, has executed and caused to be authenticated and delivered the Notes to the Seller or its designee, upon the order of the Issuer. In addition, concurrently with such delivery and in exchange therefor, the Owner Trustee, pursuant to the instructions of the Seller, has executed (not in its individual capacity, but solely as Owner Trustee on behalf of the Issuer) and caused to be authenticated and delivered the Certificates to the Seller or its designee, upon the order of the Seller. (c) In connection with the sale of the Contracts pursuant to the Purchase Agreement, Onyx has filed with the office of the Secretary of State of the State of California a UCC-1 financing statement naming Onyx as debtor, naming the Seller as secured party and including the Contracts in the description of the collateral. In connection with the sale of the Contracts pursuant to this Agreement, the Seller has filed or caused to be filed with the Secretary of State of the State of California a UCC-1 financing statement naming the Seller as debtor, naming the Issuer as secured party, naming the Indenture Trustee, on behalf of the Noteholders, as assignee, and including the Contracts in the description of the collateral. In connection with the pledge of the Contracts pursuant to the Indenture, the Trust has filed with the offices of the Secretary of State of the State of Delaware UCC-1 financing statements naming the Trust as debtor and the Indenture Trustee, on behalf of the Noteholders and the Insurer, as secured party. The grant of a security interest to the Indenture Trustee and the rights of the Indenture Trustee in the Contracts shall be governed by the Indenture. The Seller shall have caused UCC-2 termination statements to have been filed with the office of Secretary of State of the State of California terminating any effective UCC-1 financing statements with respect to any outstanding security interests in the Contracts. (d) From time to time, the Servicer shall cause to be taken such actions as are necessary to continue the perfection of the respective interests of the Trust and the Indenture Trustee in the Contracts and to continue the first priority security interest of the Indenture Trustee in the Financed Vehicles and their proceeds (other than, as to such priority, any statutory lien arising by operation of law after the Closing Date which is At least 24 hours prior to such interest), including, without limitation, the filing delivery of financing statements, amendments thereto or continuation statements and the making of notations on records or documents of title. (e) If any change in the name, identity or corporate structure of the Seller or Onyx or the relocation of the chief executive office of either of them would make any financing or continuation statement or notice of lien filed under this Agreement or the other Basic Documents misleading within the meaning of applicable provisions of the UCC or any title statute, the Servicer, within the time period required by applicable law, shall file such financing statements or amendments as may be required to preserve and protect the interests of the Trust, the Indenture Trustee, the Securityholders and the Insurer in the Contracts, the related Financed Vehicles and the proceeds thereof. Promptly thereafter, the Servicer shall deliver Depositor will provide or cause to be provided to the TrustCustodian, via electronic transmission, a list of all the Indenture Trustee Contracts and their related data fields including loan ID, Obligor name, property address, interest rate, maturity date, and original principal balance of each such Contract. This data shall be delivered to the Insurer Custodian in an Opinion acceptable format that can be easily uploaded to the Custodian's system. A hard copy of Counsel stating that, in the opinion Contract Schedule will be delivered to the Custodian at the time of delivery to the Custodian of such counsel, all financing statements or amendments necessary fully to preserve and protect the interests of the Trust, the Indenture Trustee, the Securityholders and the Insurer in the Contracts, the documents related Financed Vehicles and the proceeds thereof have been filed, and reciting the details of such filings. (f) During the term of this Agreement, the Seller and Onyx shall each maintain its chief executive office in one of the states of the United States. (g) The Servicer shall pay all reasonable costs and disbursements in connection with the perfection and the maintenance of perfection, as against all third parties, of the Indenture Trustee's right, title and interest in and to the Contracts and identified in connection with maintaining the first priority security interest (subject to the security interest of the Insurer pursuant to the Insurance Agreement) in the Financed Vehicles and the proceeds thereofsuch Contract Schedule.

CONVEYANCE OF CONTRACTS. (a) In consideration of the Issuer's delivery of the authenticated Notes and Certificates Notes, in an aggregate amount equal to $450,000,000, to or upon the order of the Seller, effective upon the Closing Date, the Seller hereby sells, grants, transfers, conveys and assigns to the Issuer, without recourse (except as expressly provided in Section 2.03 hereof), all of the right, title and interest of the Seller in, to and under: (i) the Funded Contracts listed in the Schedule of Contracts; (ii) all monies received under the Funded Contracts on or after the related Cut-Off Date; (iii) all Net Liquidation Proceeds and Net Insurance Proceeds with respect to any Financed Vehicle to which a Funded Contract relates received on or after the related Cut-Off Date; (iv) the Contract Documents and Contract Files relating to the Funded Contracts (except the Contract Documents and Contract Files for Funded Contracts which have been the subject of a Full Prepayment received on or after the related Cut-Off Date but no later than two Business Days prior to the Closing Date, in lieu of which the Seller shall have deposited in or credited to the Collection Account on or prior to the Closing Date an amount equal to such Full Prepayment); (v) the Trust Accounts and all amounts, financial assets and investment property held therein or credited thereto, including, if applicable, all Eligible Investments credited thereto (but excluding (A) the Payahead Account and all amounts, financial assets and investment property held therein or credited thereto, including all Eligible Investments credited thereto and (B) investment income credited to the Collection Account); (vi) the right of the Seller, as purchaser under the Purchase Agreement, to cause Onyx as seller thereunder to repurchase Funded Contracts listed in the Schedule of Contracts under certain circumstances; (vii) any and all security interests of the Seller in the Financed Vehicles and the rights to receive proceeds from claims on certain insurance policies covering the Financed Vehicles or the individual Obligors under each related Funded Contract; (viii) the Seller's right to proceeds under the Blanket Insurance Policy with respect to the Funded Contracts; and (ix) all proceeds in any way delivered with respect to the foregoing, all rights to payments with respect to the foregoing and all rights to enforce the foregoing. (b) Subject to the conditions set forth in Section 2.01(c), in consideration of the Issuer's delivery of authenticated Notes, in an aggregate amount equal to $450,000,000, to or upon the order of the Seller, effective upon the Closing Date, the Seller hereby sells, grants, transfers, conveys and assigns to the Issuer, without recourse (except as expressly provided in Section 2.03 hereof) effective upon delivery to the Issuer on the related Prefunding Transfer Date against payment therefor from the Prefunding Account in accordance Section 4.07(b), all of the right, title and interest of the Seller in, to and under: (i) all Prefunded Contracts listed on each Transfer Certificate; (ii) all monies received under the Prefunded Contracts on or after the related Prefunding Cut-Off Date; (iii) all Net Liquidation Proceeds and Net Insurance Proceeds with respect to any Financed Vehicle to which a Prefunded Contract relates received on or after the related Prefunding Cut-Off Date; (iv) the Contract Documents and Contract Files relating to the Prefunded Contracts; (v) the right of the Seller, as purchaser under the Purchase Agreement, to cause Onyx as seller thereunder to repurchase Prefunded Contracts listed on any Transfer Certificate under certain circumstances; (vi) any and all security interests of the Seller in the related Financed Vehicles and the rights to receive proceeds from claims on certain insurance policies covering such Financed Vehicles or the individual Obligors under each related Prefunded Contract; (vii) the Seller's right to proceeds under the Blanket Insurance Policy with respect to the Prefunded Contracts; and (viii) all proceeds in any way delivered with respect to the foregoing, all rights to payments with respect to the foregoing and all rights to enforce the foregoing. The foregoing items of property listed in this Section 2.01Sections 2.01(a) and (b), together with the rights of the Indenture Trustee under the Policy, are collectively referred to as the "TRUST PROPERTY". In addition, on or prior to the Closing Date, the Seller shall cause the Insurer to deliver the Policy to the Indenture Trustee for the benefit of the SecurityholdersNoteholders. It is the intention of the Seller and the Issuer that the assignment and transfer herein contemplated constitute (and shall be construed and treated for all purposes as) a true and complete sale of the Trust Property (other than the Spread Account and the Policy), conveying good title thereto free and clear of any liens and encumbrances, from the Seller to the Issuer. However, in the event that such conveyance is deemed to be a pledge to secure a loan (in spite of the express intent of the parties hereto that this conveyance constitutes, and shall be construed and treated for all purposes, as a true and complete sale), the Seller hereby grants to the Issuer, for the benefit of the Securityholders Noteholders and the Insurer, a first priority perfected security interest in all of the Seller's right, title and interest in the Trust Property whether now existing or hereafter created and all proceeds of the foregoing to secure the loan deemed to be made in connection with such pledge and, in such event, this Agreement shall constitute a security agreement under applicable law. (bc) The sale and assignment of the Prefunded Contracts and the other property and rights related thereto described in Section 2.01(b) shall be subject to the satisfaction of each of the following conditions, as well as the conditions set forth in Section 4.08, as of the related Prefunding Transfer Date, as applicable: (i) the Seller shall have delivered to the Custodian, on behalf of the Issuer, the Prefunded Contracts, and the Seller shall have delivered to the Issuer, the Indenture Trustee and the Insurer, on the Business Day immediately preceding the related Prefunding Transfer Date, a duly executed Transfer Certificate, substantially in the form of Exhibit C-1; (ii) the Servicer and the Seller shall certify to the Indenture Trustee and the Insurer that, as of the Prefunding Transfer Date, the Servicer and the Seller, respectively, were not insolvent nor were they made insolvent by such transfer nor were they aware of any such pending insolvency; (iii) the Seller shall certify to the Indenture Trustee and the Insurer that the addition of such Prefunded Contracts will not result in a material adverse tax consequence to the Issuer or the Noteholders; (iv) the Funding Period shall not have terminated; (v) the Seller and the Servicer shall certify to the Indenture Trustee and the Insurer that no selection procedures believed by the Seller or the Servicer to be adverse to the interests of the Noteholders or the Insurer shall have been utilized in selecting the Prefunded Contracts; (vi) the Seller and the Insurer shall not have been advised by either Rating Agency on or before the Business Day immediately preceding such Prefunding Transfer Date that the conveyance of the Prefunded Contracts would result in a qualification, modification or withdrawal of its then current rating of the Notes without regard to the Policy; (vii) the weighted average APR (using the Recomputed Yield for the Rule of 78's Contracts) of the Contracts (after giving effect to the purchase of the related Prefunded Contracts) shall not be less than 9.75%; (viii) less than 20% of the Prefunded Contracts transferred by the Seller to the Issuer since the Closing Date, including all Prefunded Contracts being transferred on such Prefunding Transfer Date, shall have an original term to maturity of more than 60 months and the weighted average remaining term of all Contracts (including the Prefunded Contracts) as of such Prefunding Transfer Date shall not be greater than 60 months; (ix) if the balance in the Prefunding Account prior to such Prefunding Transfer Date exceeds $30,000,000, the aggregate Outstanding Principal Balance, as of the related Prefunding Cut-Off Date, of the Prefunded Contracts to be conveyed by the Seller to the Issuer on such Prefunding Transfer Date shall equal or exceed $10,000,000 and the Insurer shall have consented to such transfer; (x) at least three Business Days prior to each Prefunding Transfer Date, the Seller shall have delivered to the Rating Agencies and the Insurer pool stratification data (including data with respect to when the first scheduled payment is due under each such Prefunded Contract) relating to the Prefunded Contracts to be conveyed by the Seller to the Issuer on such Prefunding Transfer Date, in the form of stratification data delivered to the Rating Agencies and the Insurer with respect to the Funded Contracts, and, as of the related Prefunding Cut-Off Date, shall have certified that the information contained therein is true and correct; and (xi) The first scheduled monthly payment for at least 50% of the Prefunded Contracts (by Outstanding Principal Balance as of the related Prefunding Cut-Off Date) shall be due on or before January 31, 2003. (d) As of the Closing Date, the Issuer acknowledges the conveyance to it of the Trust Property from the Seller, including all right, title and interest of the Seller in and to the Trust Property, receipt of which is hereby acknowledged by the Issuer. Concurrently with such delivery and in exchange therefor, the Issuer has pledged to the Indenture Trustee, for the benefit of the Securityholders Noteholders and the Insurer, the Trust Property and the Indenture Trustee, pursuant to the written instructions of the Issuer, has executed and caused to be authenticated and delivered the Notes to the Seller or its designee, upon the order of the Issuer. In addition, concurrently with such delivery and in exchange therefor, the Owner Trustee, pursuant to the instructions of the Seller, has executed (not in its individual capacity, but solely as Owner Trustee on behalf of the Issuer) and caused to be authenticated and delivered the Certificates to the Seller or its designee, upon the order of the Seller. (ce) In connection with the sale of the Contracts pursuant to the Purchase Agreement, Onyx has filed with the office of the Secretary of State of the State of California Delaware a UCC-1 financing statement naming Onyx as debtor, naming the Seller as secured party and including the Contracts in the description of the collateral, such filing made in order to continue the effectiveness of a financing statement naming Onyx as debtor and the Seller as secured party filed with the office of the Secretary of State of the State of California prior to July 1, 2001. In connection with the sale of the Contracts pursuant to this Agreement, the Seller has filed or caused to be filed with the Secretary of State of the State of California Delaware a UCC-1 financing statement naming the Seller as debtor, naming the Issuer as secured party, naming the Indenture Trustee, on behalf of the Noteholders, as assignee, and including the Contracts in the description of the collateral. In connection with the pledge of the Contracts pursuant to the Indenture, the Trust has filed with the offices of the Secretary of State of the State of Delaware UCC-1 financing statements naming the Trust as debtor and the Indenture Trustee, on behalf of the Noteholders and the Insurer, as secured party. The grant of a security interest to the Indenture Trustee and the rights of the Indenture Trustee in the Contracts shall be governed by the Indenture. The Seller shall have caused UCC-2 termination statements UCC-3 partial releases to have been filed with the office of Secretary of State of the State of California terminating any effective UCC-1 financing statements Delaware with respect to any outstanding security interests in the Contracts. (df) From time to time, the Servicer shall cause to be taken such actions as are necessary to continue the perfection of the respective interests of the Trust and the Indenture Trustee in the Contracts and to continue the first priority security interest of the Indenture Trustee in the Financed Vehicles and their proceeds (other than, as to such priority, any statutory lien arising by operation of law after the Closing Date which is prior to such interest), including, without limitation, the filing of financing statements, amendments thereto or continuation statements and the making of notations on records or documents of title. (eg) If any change in the name, identity or corporate structure of the Seller or Onyx or the relocation of the chief executive office state of organization of either of them would make any financing or continuation statement or notice of lien filed under this Agreement or the other Basic Documents misleading within the meaning of applicable provisions of the UCC or any title statute, the Servicer, within the time period required by applicable law, shall file such financing statements or amendments as may be required to preserve and protect the interests of the Trust, the Indenture Trustee, the Securityholders Noteholders and the Insurer in the Contracts, the related Financed Vehicles and the proceeds thereof. Promptly thereafter, the Servicer shall deliver to the Trust, the Indenture Trustee and the Insurer an Opinion of Counsel stating that, in the opinion of such counsel, all financing statements or amendments necessary fully to preserve and protect the interests of the Trust, the Indenture Trustee, the Securityholders Noteholders and the Insurer in the Contracts, the related Financed Vehicles and the proceeds thereof have been filed, and reciting the details of such filings. (fh) During the term of this Agreement, the Seller and Onyx shall each maintain its chief executive office in continue to be an organization organized under the laws of one of the states of the United States. (gi) The Servicer shall pay all reasonable costs and disbursements in connection with the perfection and the maintenance of perfection, as against all third parties, of the Indenture Trustee's right, title and interest in and to the Contracts and in connection with maintaining the first priority security interest (subject to the security interest of the Insurer pursuant to the Insurance Agreement) in the Financed Vehicles and the proceeds thereof. (j) On the Prefunding Closing Date, the Seller shall: (i) deliver a certificate from each secured creditor of the Seller confirming that such creditor has no claim of any security interest in any of the Prefunded Contracts transferred during the Funding Period; (ii) deliver to each Rating Agency, the Insurer and the Indenture Trustee a Prefunding Closing Date Certificate; (iii) deliver to each Rating Agency, the Insurer and the Indenture Trustee an Opinion of Counsel with respect to the absence of negative tax consequences to the Trust, the characterization of the transfer of the Prefunded Contracts and the perfection of the Indenture Trustee's interest on behalf of the Noteholders; (iv) deliver to each Rating Agency, the Insurer and the Indenture Trustee with respect to any state (other than California) in which 10% or more of the Contracts (including the Prefunded Contracts), by Outstanding Principal Balance, were originated, an opinion with respect to the perfection of the security interest of the Indenture Trustee in the Financed Vehicles securing the Contracts originated in such state; and (v) deliver to the Insurer an Opinion of Counsel to the effect that Onyx is duly qualified as a foreign corporation to do business, and is in good standing, in each of the states in which Prefunded Contracts have been originated. Failure to comply with any of the conditions set forth in this Section 2.01(j) on the Prefunding Closing Date shall be deemed to be a breach of a representation and warranty with respect to each of the Prefunded Contracts to which such failed conditions relate as of the Prefunding Closing Date.

CONVEYANCE OF CONTRACTS. (a) a. In consideration of the IssuerWFSRC3's delivery of the authenticated Notes and Certificates to or upon the order of WFS of the Sellerpurchase price for the Contracts listed on Schedule A hereto (the "Schedule of Contracts"), effective upon the Closing Date, the Seller WFS hereby sells, grants, transfers, assigns and otherwise conveys and assigns to WFSRC3 on the IssuerSubsequent Transfer Date, without recourse (except as expressly provided in Section 2.03 hereofsubject to the obligations herein), all of the its right, title and interest interest, including all rights to service the Subsequent Contracts (exclusive of the Seller amount, if any, allocable to any rebatable insurance premium financed by any such Subsequent Contract) in, to and under: (i) under each and all of the Subsequent Contracts listed in the on that Schedule of Contracts; (ii) , including, without limitation, all monies payments of Monthly P&I received under the Contracts on or after the Cut-Off Date; (iii) close of business on August 18, 2004; all Net Liquidation Proceeds and Net Insurance Proceeds with respect to any Financed Vehicle to which a Subsequent Contract relates received on or after the Cut-Off Date; (iv) the Contract Documents close of business on August 18, 2004 and Contract Files relating to the Contracts (except the Contract Documents and Contract Files for Contracts which have been the subject of a Full Prepayment all other proceeds received on or after the Cut-Off Date but no later than two Business Days prior to the Closing Datein respect of any such Subsequent Contract, in lieu of which the Seller shall have deposited in or credited to the Collection Account on or prior to the Closing Date an amount equal to such Full Prepayment); (v) the Trust Accounts and all amounts, financial assets and investment property held therein or credited thereto, including, if applicable, all Eligible Investments credited thereto (but excluding (A) the Payahead Account and all amounts, financial assets and investment property held therein or credited thereto, including all Eligible Investments credited thereto and (B) investment income credited to the Collection Account); (vi) the right of the Seller, as purchaser under the Purchase Agreement, to cause Onyx as seller thereunder to repurchase Contracts listed in the Schedule of Contracts under certain circumstances; (vii) any and all security interests of the Seller in the Financed Vehicles and Vehicles; the rights Contract Documents relating to receive proceeds from claims on certain insurance policies covering the Financed Vehicles or the individual Obligors under each related Contract; (viii) the Seller's right to proceeds under the Blanket Insurance Policy with respect to the of such Subsequent Contracts; and (ix) and all proceeds in any way delivered with respect to the foregoing, all rights to payments with respect to the foregoing and all rights to enforce the foregoing. The foregoing items Although the parties intend, and have expressly so stated, that the conveyance of property listed in this Section 2.01WFS' right, together with the rights of the Indenture Trustee title and interest in, to and under the PolicySubsequent Contracts pursuant to this Agreement shall constitute a purchase and sale and not a financing, are collectively referred in order to as the "TRUST PROPERTY". In addition, on or prior to the Closing Date, the Seller shall cause the Insurer to deliver the Policy to the Indenture Trustee for the benefit of the Securityholders. It is the intention of the Seller and the Issuer that the assignment and transfer herein contemplated constitute (and shall be construed and treated for all purposes as) a true and complete sale of the Trust Property (other than the Spread Account and the Policy), conveying good title thereto free and clear of any liens and encumbrances, from the Seller to the Issuer. However, protect WFSRC3 in the event that, despite such express intention that the transaction be treated as a sale, such conveyance is instead deemed to be a pledge to secure a loan (in spite of the express intent of the parties hereto that this conveyance constitutesfinancing, and shall be construed and treated for all purposes, as a true and complete sale), the Seller WFS hereby grants to the Issuer, for the benefit of the Securityholders and the Insurer, WFSRC3 a first priority perfected security interest in all of the Seller's WFS' right, title and interest in in, to and under the Trust Property whether now existing or hereafter created and Subsequent Contracts, including all proceeds of the foregoing thereof to secure the loan deemed to be made in connection with repayment of such pledge andfinancing, in such event, and agrees this Agreement shall constitute a security agreement under applicable law. (b) As of the Closing Date, the Issuer acknowledges the conveyance to it of the Trust Property from the Seller, including all right, title and interest of the Seller in and to the Trust Property, receipt of which is hereby acknowledged by the Issuer. Concurrently with such delivery and in exchange therefor, the Issuer has pledged to the Indenture Trustee, b. The purchase price for the benefit of the Securityholders and the Insurer, the Trust Property and the Indenture Trustee, pursuant to the written instructions of the Issuer, has executed and caused to be authenticated and delivered the Notes to the Seller or its designee, upon the order of the Issuer. In addition, concurrently with such delivery and in exchange therefor, the Owner Trustee, pursuant to the instructions of the Seller, has executed (not in its individual capacity, but solely as Owner Trustee on behalf of the Issuer) and caused to be authenticated and delivered the Certificates to the Seller or its designee, upon the order of the SellerSubsequent Contracts is $150,000,000. (c) In connection with the sale of the Contracts pursuant to the Purchase Agreement, Onyx has filed with the office of the Secretary of State of the State of California a UCC-1 financing statement naming Onyx as debtor, naming the Seller as secured party and including the Contracts in the description of the collateral. In connection with the sale of the Contracts pursuant to this Agreement, the Seller has filed or caused to be filed with the Secretary of State of the State of California a UCC-1 financing statement naming the Seller as debtor, naming the Issuer as secured party, naming the Indenture Trustee, on behalf of the Noteholders, as assignee, and including the Contracts in the description of the collateral. In connection with the pledge of the Contracts pursuant to the Indenture, the Trust has filed with the offices of the Secretary of State of the State of Delaware UCC-1 financing statements naming the Trust as debtor and the Indenture Trustee, on behalf of the Noteholders and the Insurer, as secured party. The grant of a security interest to the Indenture Trustee and the rights of the Indenture Trustee in the Contracts shall be governed by the Indenture. The Seller shall have caused UCC-2 termination statements to have been filed with the office of Secretary of State of the State of California terminating any effective UCC-1 financing statements with respect to any outstanding security interests in the Contracts. (d) From time to time, the Servicer shall cause to be taken such actions as are necessary to continue the perfection of the respective interests of the Trust and the Indenture Trustee in the Contracts and to continue the first priority security interest of the Indenture Trustee in the Financed Vehicles and their proceeds (other than, as to such priority, any statutory lien arising by operation of law after the Closing Date which is prior to such interest), including, without limitation, the filing of financing statements, amendments thereto or continuation statements and the making of notations on records or documents of title. (e) If any change in the name, identity or corporate structure of the Seller or Onyx or the relocation of the chief executive office of either of them would make any financing or continuation statement or notice of lien filed under this Agreement or the other Basic Documents misleading within the meaning of applicable provisions of the UCC or any title statute, the Servicer, within the time period required by applicable law, shall file such financing statements or amendments as may be required to preserve and protect the interests of the Trust, the Indenture Trustee, the Securityholders and the Insurer in the Contracts, the related Financed Vehicles and the proceeds thereof. Promptly thereafter, the Servicer shall deliver to the Trust, the Indenture Trustee and the Insurer an Opinion of Counsel stating that, in the opinion of such counsel, all financing statements or amendments necessary fully to preserve and protect the interests of the Trust, the Indenture Trustee, the Securityholders and the Insurer in the Contracts, the related Financed Vehicles and the proceeds thereof have been filed, and reciting the details of such filings. (f) During the term of this Agreement, the Seller and Onyx shall each maintain its chief executive office in one of the states of the United States. (g) The Servicer shall pay all reasonable costs and disbursements in connection with the perfection and the maintenance of perfection, as against all third parties, of the Indenture Trustee's right, title and interest in and to the Contracts and in connection with maintaining the first priority security interest (subject to the security interest of the Insurer pursuant to the Insurance Agreement) in the Financed Vehicles and the proceeds thereof.

CONVEYANCE OF CONTRACTS. (a) In consideration of the Issuer's delivery of the authenticated Notes and Certificates to or upon the order of the Seller, effective upon the Closing Date, the Seller hereby sells, grants, transfers, conveys and assigns to the Issuer, without recourse (except as expressly provided in Section 2.03 hereof), all of the right, title and interest of the Seller in, to and under: (i) the Contracts listed in the Schedule of Contracts; (ii) all monies received under the with respect to all Contracts on or after the Cut-Off Date, including any Purchase Amounts; (iii) all Net Liquidation Proceeds and Net Insurance Proceeds with respect to any Financed Vehicle to which a Contract relates received on or after the Cut-Off Date; (iv) certain documents relating to the Contracts, the Contract Documents and Contract Files relating to the Contracts (except the Contract Documents Contracts, including all servicing records in hard and Contract Files for Contracts which have been the subject of a Full Prepayment received on or after the Cut-Off Date but no later than two Business Days prior to the Closing Date, in lieu of which the Seller shall have deposited in or credited to the Collection Account on or prior to the Closing Date an amount equal to such Full Prepayment)electronic form; (v) all rights of the Trust Accounts and all amountsSeller, financial assets and investment property held therein or credited thereto, including, if applicable, all Eligible Investments credited thereto (but excluding (Anot its obligations) under the Payahead Account and all amounts, financial assets and investment property held therein or credited thereto, including all Eligible Investments credited thereto and (B) investment income credited to the Collection Account)Receivables Purchase Agreement; (vi) the right of the Seller, as purchaser under the Purchase Agreement, to cause Onyx as seller thereunder to repurchase Contracts listed in the Schedule of Contracts under certain circumstances; (vii) any and all security interests of the Seller in the Financed Vehicles and the rights to receive proceeds from claims on certain insurance policies covering the Financed Vehicles or the individual Obligors under each related Contract; (viii) the Seller's right to proceeds under the Blanket Insurance Policy with respect to the Contracts; and (ixvii) all proceeds in any way delivered with respect to the foregoing, all rights to payments with respect to the foregoing and all rights to enforce the foregoing. The foregoing items of property listed in this Section 2.01, together with the rights of the Indenture Trustee for the benefit of the Noteholders under the Insurance Policy, are collectively referred to herein as the "TRUST PROPERTYTrust Property". In addition, on or prior to the Closing Date, the Seller shall cause the Insurer to deliver the Policy to the Indenture Trustee for the benefit of the Securityholders. It is the intention of the Seller and the Issuer that the assignment and transfer contemplated herein contemplated constitute (and shall be construed and treated for all purposes as) a true and complete sale of the Trust Property (other than the Spread Account and the Policy)Property, conveying good title thereto free and clear of any liens and encumbrances, from the Seller to the Issuer. However, in the event that such conveyance is deemed to be a pledge to secure a loan (in spite of the express intent of the parties hereto that this conveyance constitutes, and shall be construed and treated for all purposes, as a true and complete sale), the Seller hereby grants to the Issuer, for the benefit of the Securityholders Noteholders and the Insurer, a first priority perfected security interest in all of the Seller's right, title and interest in in, to and under the Trust Property whether now existing or hereafter created and all proceeds of the foregoing to secure the loan deemed to be made in connection with such pledge and, in such event, this Agreement shall constitute a security agreement under applicable law. (b) As of the Closing Date, the Issuer acknowledges the conveyance to it of the Trust Property from the Seller, including all right, title and interest of the Seller in in, to and to under the Trust Property, receipt of which is hereby acknowledged by the Issuer. Concurrently with such delivery and in exchange therefor, the Issuer has pledged to the Indenture Trustee, for the benefit of the Securityholders Noteholders and the Insurer, the Trust Property and the Indenture Trustee, pursuant to the written instructions of the Issuer, has executed and caused to be authenticated and delivered the Notes to the Seller or its designee, upon the order of the Issuer. In addition, concurrently with such delivery and in its exchange therefor, the Owner Trustee, pursuant to the instructions of the Seller, has executed (not in its individual capacity, but solely as Owner Trustee on behalf of the Issuer) and caused to be authenticated and delivered delivered, the Certificates Residual Interest Certificate to the Seller or its designeeSeller, upon the order of the Seller. (c) In connection with the sale of the Contracts pursuant to the Receivables Purchase Agreement, Onyx AutoNation Financial Services has filed with the office of the Secretary of State of the State of California _____________ a UCC-1 financing statement naming Onyx AutoNation Financial Services as debtor, naming the Seller as secured party and the Indenture Trustee as assignee and including the Contracts in the description of the collateral. In connection with the sale of the Contracts pursuant to this Agreement, the Seller has filed or caused to be filed with the Secretary of State of the State of California ____________ a UCC-1 financing statement naming the Seller as debtor, naming the Issuer as secured party, naming the Indenture Trustee, on behalf of the Noteholders, as assignee, and including the Contracts in the description of the collateral. In connection with the pledge of the Contracts pursuant to the Indenture, the Trust has filed with the offices of the Secretary of State of the State of Delaware UCC-1 financing statements naming the Trust as debtor and the Indenture Trustee, on behalf of the Noteholders and the Insurer, as secured party. The grant of a security interest to the Indenture Trustee and the rights of the Indenture Trustee in the Contracts shall be governed by the Indenture. The Seller shall have caused UCC-2 termination statements to have been filed with the office of Secretary of State of the State of California terminating any effective UCC-1 financing statements with respect to any outstanding security interests in the Contracts. (d) From time to time, the Servicer shall cause to be taken such actions as are necessary to continue the perfection of the respective interests of the Trust and the Indenture Trustee in the Contracts and to continue the first priority security interest of the Indenture Trustee in the Financed Vehicles and their proceeds (other than, as to such priority, any statutory lien arising by operation of law after the Closing Date which is prior to such interest), including, without limitation, the filing of financing statements, amendments thereto or continuation statements and the making of notations on records or documents of title. (e) If any change in the name, identity or corporate structure of the Seller or Onyx or the relocation of the chief executive office of either of them would make any financing or continuation statement or notice of lien filed under this Agreement or the other Basic Documents misleading within the meaning of applicable provisions of the UCC or any title statute, the Servicer, within the time period required by applicable law, shall file such financing statements or amendments as may be required to preserve and protect the interests of the Trust, the Indenture Trustee, the Securityholders and the Insurer in the Contracts, the related Financed Vehicles and the proceeds thereof. Promptly thereafter, the Servicer shall deliver to the Trust, the Indenture Trustee and the Insurer an Opinion of Counsel stating that, in the opinion of such counsel, all financing statements or amendments necessary fully to preserve and protect the interests of the Trust, the Indenture Trustee, the Securityholders and the Insurer in the Contracts, the related Financed Vehicles and the proceeds thereof have been filed, and reciting the details of such filings. (f) During the term of this Agreement, the Seller and Onyx shall each maintain its chief executive office in one of the states of the United States. (g) The Servicer shall pay all reasonable costs and disbursements in connection with the perfection and the maintenance of perfection, as against all third parties, of the Indenture Trustee's right, title and interest in and to the Contracts and in connection with maintaining the first priority security interest (subject to the security interest of the Insurer pursuant to the Insurance Agreement) in the Financed Vehicles and the proceeds thereof.the

CONVEYANCE OF CONTRACTS. (a) In consideration of the Issuer's delivery of the authenticated Notes and Certificates to or upon the order of the Seller, effective upon Seller of the Closing DateCertificates and $1,552,000,000 aggregate principal amount of Notes, the Seller hereby sells, hereby: (i) grants, transfers, assigns and otherwise conveys and assigns to the Issuer, without recourse (except as expressly provided in Section 2.03 hereofsubject to the obligations herein), and hereby grants a security interest in all of the its right, title and interest (exclusive of the Seller amount, if any, allocable to any rebatable insurance premium financed by any Initial Contract) in, to and under: under the Initial Contracts (i) the which Initial Contracts shall be listed in the Schedule of Contracts; (ii) ), including all monies payments of Monthly P&I received under the Contracts on or after the Initial Cut-Off Date; (iii) ; all Net Liquidation Proceeds and Net Insurance Proceeds with respect to any Financed Vehicle to which a an Initial Contract relates received on or after the Cut-Off Date; (iv) the Contract Documents and Contract Files relating to the Contracts (except the Contract Documents and Contract Files for Contracts which have been the subject of a Full Prepayment received on or after the Initial Cut-Off Date but no later and all other proceeds received on or in respect of such Initial Contracts (other than two Business Days prior to the Closing Date, in lieu payments of which the Seller shall have deposited in or credited to the Collection Account Monthly P&I received on or prior to the Closing Date an amount equal to such Full Prepayment); (vInitial Cut-Off Date) the Trust Accounts and all amounts, financial assets and investment property held therein or credited thereto, including, if applicable, all Eligible Investments credited thereto (but excluding (A) the Payahead Account and all amounts, financial assets and investment property held therein or credited thereto, including all Eligible Investments credited thereto and (B) investment income credited to the Collection Account); (vi) the right of the Seller, as purchaser under the Purchase Agreement, to cause Onyx as seller thereunder to repurchase Contracts listed in the Schedule of Contracts under certain circumstances; (vii) any and all security interests of the Seller in the related Financed Vehicles and Vehicles; the rights to receive proceeds from claims on certain insurance policies covering the Financed Vehicles or the individual Obligors under each related Contract; (viii) the Seller's right to proceeds under the Blanket Insurance Policy with respect Contract Documents relating to the Initial Contracts; and (ix) and all proceeds in any way delivered with respect to the foregoing, all rights to payments with respect to the foregoing and all rights to enforce the foregoing. The foregoing items ; and (ii) agrees to, on each Subsequent Transfer Date, if any, grant, transfer, assign and otherwise convey to the Issuer, without recourse (subject to the obligations herein), and grant a security interest in all of property its right, title and interest (exclusive of the amount, if any, allocable to any rebatable insurance premium financed by any Subsequent Contract) in, to and under the Subsequent Contracts (which Subsequent Contracts shall be listed in this Section 2.01the Schedule of Contracts), together including all payments of Monthly P&I received after the related Subsequent Cut-Off Date; all Net Liquidation Proceeds and Net Insurance Proceeds with respect to any Financed Vehicle to which a Subsequent Contract relates received after the rights related Subsequent Cut-Off Date and all other proceeds received on or in respect of such Subsequent Contracts (other than payments of Monthly P&I received on or prior to the related Subsequent Cut-Off Date, in the case of the Indenture Trustee under Subsequent Contracts) and any and all security interests in the Policyrelated Financed Vehicles; the Contract Documents relating to the Subsequent Contracts; and all proceeds in any way delivered with respect to the foregoing, are collectively referred all rights to as payments with respect to the "TRUST PROPERTY". In additionforegoing and all rights to enforce the foregoing. (b) WFS hereby authorizes and will cause, on or prior to (i) the Closing Date, the Seller shall cause the Insurer to deliver the Policy to the Indenture Trustee for the benefit filing of the Securityholders. It is the intention of the Seller and the Issuer that the assignment and transfer herein contemplated constitute (and shall be construed and treated for all purposes as) a true and complete sale of the Trust Property (other than the Spread Account and the Policy), conveying good title thereto free and clear of any liens and encumbrances, from the Seller to the Issuer. However, in the event that such conveyance is deemed to be a pledge to secure a loan (in spite of the express intent of the parties hereto that this conveyance constitutes, and shall be construed and treated for all purposes, as a true and complete sale), the Seller hereby grants to the Issuer, for the benefit of the Securityholders and the Insurer, a first priority perfected security interest in all of the Seller's right, title and interest in the Trust Property whether now existing or hereafter created and all proceeds of the foregoing to secure the loan deemed to be made in connection with such pledge and, in such event, this Agreement shall constitute a security agreement under applicable law. (b) As of the Closing Date, the Issuer acknowledges the conveyance to it of the Trust Property from the Seller, including all right, title and interest of the Seller in and to the Trust Property, receipt of which is hereby acknowledged by the Issuer. Concurrently with such delivery and in exchange therefor, the Issuer has pledged to the Indenture Trustee, for the benefit of the Securityholders and the Insurer, the Trust Property and the Indenture Trustee, pursuant to the written instructions of the Issuer, has executed and caused to be authenticated and delivered the Notes to the Seller or its designee, upon the order of the Issuer. In addition, concurrently with such delivery and in exchange therefor, the Owner Trustee, pursuant to the instructions of the Seller, has executed (not in its individual capacity, but solely as Owner Trustee on behalf of the Issuer) and caused to be authenticated and delivered the Certificates to the Seller or its designee, upon the order of the Seller. (c) In connection with the sale of the Contracts pursuant to the Purchase Agreement, Onyx has filed with the office of the Secretary of State of the State of California a UCC-1 financing statement statements naming Onyx WFS as debtor, naming debtor and the Seller as secured party and including describing the Initial Contracts as collateral and (ii) each Subsequent Transfer Date (if necessary, to the extent that each such Subsequent Contract is not included in the description of collateral in the collateral. In connection with UCC-1 financing statement, naming WFS as debtor, filed on the sale of the Contracts pursuant to this AgreementClosing Date), the Seller has filed or caused to be filed with the Secretary filing of State of the State of California a UCC-1 financing statement statements naming WFS as debtor and the Seller as debtor, naming secured party and describing the Issuer related Subsequent Contracts as secured party, naming the Indenture Trustee, on behalf of the Noteholders, as assignee, and including the Contracts in the description of the collateral. In connection collateral with the pledge of the Contracts pursuant to the Indenture, the Trust has filed with the offices Office of the Secretary of State of the State of Delaware UCC-1 financing statements naming the Trust as debtor and the Indenture Trustee, on behalf of the Noteholders and the Insurer, as secured party. The grant of a security interest to the Indenture Trustee and the rights of the Indenture Trustee in the Contracts shall be governed by the Indenture. The Seller shall have caused UCC-2 termination statements to have been filed with the office of Secretary of State of the State of California terminating any effective UCC-1 financing statements with respect to any outstanding security interests in the Contracts. (d) From time to time, the Servicer shall cause to be taken such actions as are necessary to continue the perfection of the respective interests of the Trust and the Indenture Trustee in the Contracts and to continue the first priority security interest of the Indenture Trustee in the Financed Vehicles and their proceeds (other than, as to such priority, any statutory lien arising by operation of law after the Closing Date which is prior to such interest), including, without limitation, the filing of financing statements, amendments thereto or continuation statements and the making of notations on records or documents of title. (e) If any change in the name, identity or corporate structure of the Seller or Onyx or the relocation of the chief executive office of either of them would make any financing or continuation statement or notice of lien filed under this Agreement or the other Basic Documents misleading within the meaning of applicable provisions of the UCC or any title statute, the Servicer, within the time period required by applicable law, shall file such financing statements or amendments as may be required to preserve and protect the interests of the Trust, the Indenture Trustee, the Securityholders and the Insurer in the Contracts, the related Financed Vehicles and the proceeds thereof. Promptly thereafter, the Servicer shall deliver to the Trust, the Indenture Trustee and the Insurer an Opinion of Counsel stating that, in the opinion of such counsel, all financing statements or amendments necessary fully to preserve and protect the interests of the Trust, the Indenture Trustee, the Securityholders and the Insurer in the Contracts, the related Financed Vehicles and the proceeds thereof have been filed, and reciting the details of such filings. (f) During the term of this Agreement, the Seller and Onyx shall each maintain its chief executive office in one of the states of the United States. (g) The Servicer shall pay all reasonable costs and disbursements in connection with the perfection and the maintenance of perfection, as against all third parties, of the Indenture Trustee's right, title and interest in and to the Contracts and in connection with maintaining the first priority security interest (subject to the security interest of the Insurer pursuant to the Insurance Agreement) in the Financed Vehicles and the proceeds thereof.State

CONVEYANCE OF CONTRACTS. (a) In consideration of the Issuer's delivery of the authenticated Notes and Certificates to or upon the order of the Seller, effective upon Seller of the Closing DateCertificates and $__________ aggregate principal balance of Notes, the Seller hereby sells, grants, transfers, assigns and otherwise conveys and assigns to the Issuer, without recourse (except as expressly provided in Section 2.03 hereofsubject to the obligations herein), all of the its right, title and interest (exclusive of the Seller amount, if any, allocable to any rebatable insurance premium financed by any Contract) in, to and under: (i) under the Contracts (which Contracts shall be listed in the Schedule of Contracts; (ii) ), including, without limitation, all monies payments of Monthly P&I received under the Contracts on or after the Cut-Off Date; (iii) ; all Net Liquidation Proceeds and Net Insurance Proceeds with respect to any Financed Vehicle to which a Contract relates received on or after the Cut-Off Date; (iv) the Contract Documents Date and Contract Files relating to the Contracts (except the Contract Documents and Contract Files for Contracts which have been the subject of a Full Prepayment all other proceeds received on or after in respect of such Contracts (other than payments of Monthly P&I received prior to the Cut-Off Date but no later than two Business Days prior to the Closing Date, in lieu of which the Seller shall have deposited in or credited to the Collection Account on or prior to the Closing Date an amount equal to such Full Prepayment); (v) the Trust Accounts and all amounts, financial assets and investment property held therein or credited thereto, including, if applicable, all Eligible Investments credited thereto (but excluding (A) the Payahead Account and all amounts, financial assets and investment property held therein or credited thereto, including all Eligible Investments credited thereto and (B) investment income credited to the Collection Account); (vi) the right of the Seller, as purchaser under the Purchase Agreement, to cause Onyx as seller thereunder to repurchase Contracts listed in the Schedule of Contracts under certain circumstances; (vii) any and all security interests of the Seller in the Financed Vehicles and Vehicles; the rights to receive proceeds from claims on certain insurance policies covering the Financed Vehicles or the individual Obligors under each related Contract; (viii) the Seller's right to proceeds under the Blanket Insurance Policy with respect Contract Documents relating to the Contracts; and (ix) and all proceeds in any way delivered with respect to the foregoing, all rights to payments with respect to the foregoing and all rights to enforce the foregoing. The foregoing items of property listed in this Section 2.01, together with the rights ; provided that $__________ of the Indenture Trustee under principal amount of Contract __________ is retained by the PolicySeller. (b) The Bank has caused the filing of UCC-1 financing statements, are collectively referred naming the Bank as debtor and WFS as secured party and describing the Contracts originated by the Bank and transferred to as the "TRUST PROPERTY". In addition, WFS on or prior to the Closing Date, Date as collateral with the Office of the Secretary of State of the State of California. WFS has caused the filing of UCC-1 financing statements naming WFS as debtor and the Seller shall cause the Insurer to deliver the Policy to the Indenture Trustee for the benefit of the Securityholders. It is the intention of the Seller as secured party and the Issuer that the assignment and transfer herein contemplated constitute (and shall be construed and treated for all purposes as) a true and complete sale of the Trust Property (other than the Spread Account and the Policy), conveying good title thereto free and clear of any liens and encumbrances, from the Seller to the Issuer. However, in the event that such conveyance is deemed to be a pledge to secure a loan (in spite of the express intent of the parties hereto that this conveyance constitutes, and shall be construed and treated for all purposes, as a true and complete sale), the Seller hereby grants to the Issuer, for the benefit of the Securityholders and the Insurer, a first priority perfected security interest in all of the Seller's right, title and interest in the Trust Property whether now existing or hereafter created and all proceeds of the foregoing to secure the loan deemed to be made in connection with such pledge and, in such event, this Agreement shall constitute a security agreement under applicable law. (b) As of the Closing Date, the Issuer acknowledges the conveyance to it of the Trust Property from the Seller, including all right, title and interest of the Seller in and to the Trust Property, receipt of which is hereby acknowledged by the Issuer. Concurrently with such delivery and in exchange therefor, the Issuer has pledged to the Indenture Trustee, for the benefit of the Securityholders and the Insurer, the Trust Property and the Indenture Trustee, pursuant to the written instructions of the Issuer, has executed and caused to be authenticated and delivered the Notes to the Seller or its designee, upon the order of the Issuer. In addition, concurrently with such delivery and in exchange therefor, the Owner Trustee, pursuant to the instructions of the Seller, has executed (not in its individual capacity, but solely as Owner Trustee on behalf of the Issuer) and caused to be authenticated and delivered the Certificates to the Seller or its designee, upon the order of the Seller. (c) In connection with the sale of describing the Contracts pursuant to the Purchase Agreement, Onyx has filed as collateral with the office of the Secretary of State of the State of California a California. The Seller has caused the filing of UCC-1 financing statement naming Onyx as debtorstatements, naming the Seller as debtor and the Indenture Trustee as secured party and including describing the Contracts in the description of the as collateral. In connection , with the sale of the Contracts pursuant to this Agreement, the Seller has filed or caused to be filed with the Secretary of State of the State of California a UCC-1 financing statement naming the Seller as debtor, naming the Issuer as secured party, naming the Indenture Trustee, on behalf of the Noteholders, as assignee, and including the Contracts in the description of the collateral. In connection with the pledge of the Contracts pursuant to the Indenture, the Trust has filed with the offices Office of the Secretary of State of the State of Delaware California. The Seller has caused the filing of UCC-1 financing statements statements, naming the Seller as debtor and the Trust as secured party and describing the Contracts being sold by it to the Trust as collateral, with the Office of the Secretary of State of the State of California. The Trust has caused the filing of UCC-1 financing statements, naming the Trust as debtor and the Indenture Trustee, on behalf of the Noteholders and the InsurerNoteholders, as secured partyparty and describing the Contracts as collateral, with the office of the Secretary of State of the State of Delaware. The grant of a security interest to the Indenture Trustee and the rights of the Indenture Trustee in the Contracts shall be governed by the Indenture. The Seller shall have caused UCC-2 termination statements to have been filed with the office of Secretary of State of the State of California terminating any effective UCC-1 financing statements with respect to any outstanding security interests in the Contracts. (d) From time to time, the Master Servicer shall cause to be taken such actions as are necessary to continue the perfection of the respective interests of the Trust Indenture Trustee and the Indenture Trustee Trust in the Contracts and to continue the first priority security interest of the Indenture Trustee in the Financed Vehicles and their proceeds (other than, as to such priority, any statutory lien arising by operation of law after the Closing Date which is prior to such interest), including, without limitation, the filing of financing statements, amendments thereto or continuation statements and the making of notations on records or documents of title. (e) . If any change in the name, identity or corporate structure of the Seller or Onyx WFS or the relocation of the chief executive office of either any of them would make any financing or continuation statement or notice of lien filed under this Agreement or the other Basic Documents seriously misleading within the meaning of applicable provisions of the UCC or any title statute, the Master Servicer, within the time period required by applicable law, shall file such financing statements or amendments as may be required to preserve and protect the interests of the Trust, the Indenture Trustee, the Securityholders Owner Trustee and the Insurer Securityholders in the Contracts, the related Financed Vehicles and the proceeds thereof. Promptly thereafter, the Master Servicer shall deliver to the Trust, the Indenture Trustee and the Insurer Owner Trustee an Opinion of Counsel stating that, in the opinion of such counsel, all financing statements or amendments necessary fully to preserve and protect the interests of the Trust, the Indenture Trustee, the Owner Trustee and Securityholders and the Insurer in the Contracts, the related Financed Vehicles and the proceeds thereof have been filed, and reciting the details of such filings. (f) . During the term of this Agreement, the Seller and Onyx WFS shall each maintain its chief executive office in one of the states of the United States. (g) , other than Louisiana or Tennessee. The Master Servicer shall pay all reasonable costs and disbursements in connection with the perfection and the maintenance of perfection, as against all third parties, of the Indenture Trustee's right, title and interest in and to the Contracts and in connection with maintaining the first priority security interest (subject to the security interest of the Insurer pursuant to the Insurance Agreement) in the Financed Vehicles and the proceeds thereof.

CONVEYANCE OF CONTRACTS. (a) In consideration of the Issuer's delivery of the authenticated Notes and Certificates Notes, in an aggregate amount equal to $400,000,000, to or upon the order of the Seller, effective upon the Closing Date, the Seller hereby sells, grants, transfers, conveys and assigns to the Issuer, without recourse (except as expressly provided in Section 2.03 hereof), all of the right, title and interest of the Seller in, to and under: (i) the Funded Contracts listed in the Schedule of Contracts; (ii) all monies received under the Funded Contracts on or after the related Cut-Off Date; (iii) all Net Liquidation Proceeds and Net Insurance Proceeds with respect to any Financed Vehicle to which a Funded Contract relates received on or after the related Cut-Off Date; (iv) the Contract Documents and Contract Files relating to the Funded Contracts (except the Contract Documents and Contract Files for Funded Contracts which have been the subject of a Full Prepayment received on or after the related Cut-Off Date but no later than two Business Days prior to the Closing Date, in lieu of which the Seller shall have deposited in or credited to the Collection Account on or prior to the Closing Date an amount equal to such Full Prepayment); (v) the Trust Accounts and all amounts, financial assets and investment property held therein or credited thereto, including, if applicable, all Eligible Investments credited thereto (but excluding (A) the Payahead Account and all amounts, financial assets and investment property held therein or credited thereto, including all Eligible Investments credited thereto and (B) investment income credited to the Collection Account); (vi) the right of the Seller, as purchaser under the Purchase Agreement, to cause Onyx as seller thereunder to repurchase Funded Contracts listed in the Schedule of Contracts under certain circumstancescircumstances (such right may be enforced by the Issuer or the Indenture Trustee at the direction of the Insurer); (vii) any and all security interests of the Seller in the Financed Vehicles and the rights to receive proceeds from claims on certain insurance policies covering the Financed Vehicles or the individual Obligors under each related Funded Contract; (viii) the Seller's right to proceeds under the Blanket Insurance Policy with respect to the Funded Contracts; and (ix) all proceeds in any way delivered with respect to the foregoing, all rights to payments with respect to the foregoing and all rights to enforce the foregoing. (b) Subject to the conditions set forth in Section 2.01(c), in consideration of the Issuer's delivery of authenticated Notes, in an aggregate amount equal to $400,000,000, to or upon the order of the Seller, effective upon the Closing Date, the Seller hereby sells, grants, transfers, conveys and assigns to the Issuer, without recourse (except as expressly provided in Section 2.03 hereof) effective upon delivery to the Issuer on the related Prefunding Transfer Date against payment therefor from the Prefunding Account in accordance Section 4.07(b), all of the right, title and interest of the Seller in, to and under: (i) all Prefunded Contracts listed on each Transfer Certificate; (ii) all monies received under the Prefunded Contracts on or after the related Prefunding Cut-Off Date; (iii) all Net Liquidation Proceeds and Net Insurance Proceeds with respect to any Financed Vehicle to which a Prefunded Contract relates received on or after the related Prefunding Cut-Off Date; (iv) the Contract Documents and Contract Files relating to the Prefunded Contracts; (v) the right of the Seller, as purchaser under the Purchase Agreement, to cause Onyx as seller thereunder to repurchase Prefunded Contracts listed on any Transfer Certificate under certain circumstances; (vi) any and all security interests of the Seller in the related Financed Vehicles and the rights to receive proceeds from claims on certain insurance policies covering such Financed Vehicles or the individual Obligors under each related Prefunded Contract; (vii) the Seller's right to proceeds under the Blanket Insurance Policy with respect to the Prefunded Contracts; and (viii) all proceeds in any way delivered with respect to the foregoing, all rights to payments with respect to the foregoing and all rights to enforce the foregoing. The foregoing items of property listed in this Section 2.01Sections 2.01(a) and (b), together with the rights of the Indenture Trustee under the Policy, are collectively referred to as the "TRUST PROPERTY". In addition, on or prior to the Closing Date, the Seller shall cause the Insurer to deliver the Policy to the Indenture Trustee for the benefit of the SecurityholdersNoteholders. It is the intention of the Seller and the Issuer that the assignment and transfer herein contemplated constitute (and shall be construed and treated for all purposes as) a true and complete sale of the Trust Property (other than the Spread Account and the Policy), conveying good title thereto free and clear of any liens and encumbrances, from the Seller to the Issuer. However, in the event that such conveyance is deemed to be a pledge to secure a loan (in spite of the express intent of the parties hereto that this conveyance constitutes, and shall be construed and treated for all purposes, as a true and complete sale), the Seller hereby grants to the Issuer, for the benefit of the Securityholders Noteholders and the Insurer, a first priority perfected security interest in all of the Seller's right, title and interest in the Trust Property whether now existing or hereafter created and all proceeds of the foregoing to secure the loan deemed to be made in connection with such pledge and, in such event, this Agreement shall constitute a security agreement under applicable law. (bc) The sale and assignment of the Prefunded Contracts and the other property and rights related thereto described in Section 2.01(b) shall be subject to the satisfaction of each of the following conditions, as well as the conditions set forth in Section 4.08, as of the related Prefunding Transfer Date, as applicable: (i) the Seller shall have delivered to the Custodian, on behalf of the Issuer, the Prefunded Contracts, and the Seller shall have delivered to the Issuer, the Indenture Trustee and the Insurer, on the Business Day immediately preceding the related Prefunding Transfer Date, a duly executed Transfer Certificate, substantially in the form of Exhibit C-1; (ii) the Servicer and the Seller shall certify to the Indenture Trustee and the Insurer that, as of the Prefunding Transfer Date, the Servicer and the Seller, respectively, were not insolvent nor were they made insolvent by such transfer nor were they aware of any such pending insolvency; (iii) the Seller shall certify to the Indenture Trustee and the Insurer that the addition of such Prefunded Contracts will not result in a material adverse tax consequence to the Issuer or the Noteholders; (iv) the Funding Period shall not have terminated; (v) the Seller and the Servicer shall certify to the Indenture Trustee and the Insurer that no selection procedures believed by the Seller or the Servicer to be adverse to the interests of the Noteholders or the Insurer shall have been utilized in selecting the Prefunded Contracts; (vi) the Seller and the Insurer shall not have been advised by either Rating Agency on or before the Business Day immediately preceding such Prefunding Transfer Date that the conveyance of the Prefunded Contracts would result in a qualification, modification or withdrawal of its then current rating of the Notes without regard to the Policy; (vii) the weighted average APR (using the Recomputed Yield for the Rule of 78's Contracts) of the Contracts (after giving effect to the purchase of the related Prefunded Contracts) shall not be less than 9.65%; (viii) less than 20% of the Prefunded Contracts transferred by the Seller to the Issuer since the Closing Date, including all Prefunded Contracts being transferred on such Prefunding Transfer Date, shall have an original term to maturity of more than 60 months and the weighted average remaining term of all Contracts (including the Prefunded Contracts) as of such Prefunding Transfer Date shall not be greater than 60 months; (ix) if the balance in the Prefunding Account prior to such Prefunding Transfer Date exceeds $30,000,000, the aggregate Outstanding Principal Balance, as of the related Prefunding Cut-Off Date, of the Prefunded Contracts to be conveyed by the Seller to the Issuer on such Prefunding Transfer Date shall equal or exceed $10,000,000 and the Insurer shall have consented to such transfer; (x) at least three Business Days prior to each Prefunding Transfer Date, the Seller shall have delivered to the Rating Agencies and the Insurer pool stratification data (including data with respect to when the first scheduled payment is due under each such Prefunded Contract) relating to the Prefunded Contracts to be conveyed by the Seller to the Issuer on such Prefunding Transfer Date, in the form of stratification data delivered to the Rating Agencies and the Insurer with respect to the Funded Contracts, and, as of the related Prefunding Cut-Off Date, shall have certified that the information contained therein is true and correct; and (xi) The first scheduled monthly payment for at least 50% of the Prefunded Contracts (by Outstanding Principal Balance as of the related Prefunding Cut-Off Date) shall be due on or before April 30, 2003. (d) As of the Closing Date, the Issuer acknowledges the conveyance to it of the Trust Property from the Seller, including all right, title and interest of the Seller in and to the Trust Property, receipt of which is hereby acknowledged by the Issuer. Concurrently with such delivery and in exchange therefor, the Issuer has pledged to the Indenture Trustee, for the benefit of the Securityholders Noteholders and the Insurer, the Trust Property and the Indenture Trustee, pursuant to the written instructions of the Issuer, has executed and caused to be authenticated and delivered the Notes to the Seller or its designee, upon the order of the Issuer. In addition, concurrently with such delivery and in exchange therefor, the Owner Trustee, pursuant to the instructions of the Seller, has executed (not in its individual capacity, but solely as Owner Trustee on behalf of the Issuer) and caused to be authenticated and delivered the Certificates to the Seller or its designee, upon the order of the Seller. (ce) In connection with the sale of the Contracts pursuant to the Purchase Agreement, Onyx has filed with the office of the Secretary of State of the State of California Delaware a UCC-1 financing statement naming Onyx as debtor, naming the Seller as secured party and including the Contracts in the description of the collateral, such filing made in order to continue the effectiveness of a financing statement naming Onyx as debtor and the Seller as secured party filed with the office of the Secretary of State of the State of California prior to July 1, 2001. In connection with the sale of the Contracts pursuant to this Agreement, the Seller has filed or caused to be filed with the Secretary of State of the State of California Delaware a UCC-1 financing statement naming the Seller as debtor, naming the Issuer as secured party, naming the Indenture Trustee, on behalf of the Noteholders, as assignee, and including the Contracts in the description of the collateral. In connection with the pledge of the Contracts pursuant to the Indenture, the Trust has filed with the offices of the Secretary of State of the State of Delaware UCC-1 financing statements naming the Trust as debtor and the Indenture Trustee, on behalf of the Noteholders and the Insurer, as secured party. The grant of a security interest to the Indenture Trustee and the rights of the Indenture Trustee in the Contracts shall be governed by the Indenture. The Seller shall have caused UCC-2 termination statements UCC-3 partial releases to have been filed with the office of Secretary of State of the State of California terminating any effective UCC-1 financing statements Delaware with respect to any outstanding security interests in the Contracts. (df) From time to time, the Servicer shall cause to be taken such actions as are necessary to continue the perfection of the respective interests of the Trust and the Indenture Trustee in the Contracts and to continue the first priority security interest of the Indenture Trustee in the Financed Vehicles and their proceeds (other than, as to such priority, any statutory lien arising by operation of law after the Closing Date which is prior to such interest), including, without limitation, the filing of financing statements, amendments thereto or continuation statements and the making of notations on records or documents of title. (eg) If any change in the name, identity or corporate structure of the Seller or Onyx or the relocation of the chief executive office state of organization of either of them would make any financing or continuation statement or notice of lien filed under this Agreement or the other Basic Documents misleading within the meaning of applicable provisions of the UCC or any title statute, the Insurer must have been provided prior written consent to such change and the Servicer, within the time period required by applicable law, shall file such financing statements or amendments as may be required to preserve and protect the interests of the Trust, the Indenture Trustee, the Securityholders Noteholders and the Insurer in the Contracts, the related Financed Vehicles and the proceeds thereof. Promptly thereafter, the Servicer shall deliver to the Trust, the Indenture Trustee and the Insurer an Opinion of Counsel stating that, in the opinion of such counsel, all financing statements or amendments necessary fully to preserve and protect the interests of the Trust, the Indenture Trustee, the Securityholders Noteholders and the Insurer in the Contracts, the related Financed Vehicles and the proceeds thereof have been filed, and reciting the details of such filings. (fh) During the term of this Agreement, the Seller and Onyx shall each maintain its chief executive office in continue to be an organization organized under the laws of one of the states of the United States. (gi) The Servicer shall pay all reasonable costs and disbursements in connection with the perfection and the maintenance of perfection, as against all third parties, of the Indenture Trustee's right, title and interest in and to the Contracts and in connection with maintaining the first priority security interest (subject to the security interest of the Insurer pursuant to the Insurance Agreement) in the Financed Vehicles and the proceeds thereof. (j) On the Prefunding Closing Date, the Seller shall: (i) deliver a certificate from each secured creditor of the Seller confirming that such creditor has no claim of any security interest in any of the Prefunded Contracts transferred during the Funding Period; (ii) deliver to each Rating Agency, the Insurer and the Indenture Trustee a Prefunding Closing Date Certificate; (iii) deliver to each Rating Agency, the Insurer and the Indenture Trustee an Opinion of Counsel with respect to the absence of negative tax consequences to the Trust, the characterization of the transfer of the Prefunded Contracts and the perfection of the Indenture Trustee's interest on behalf of the Noteholders; (iv) deliver to each Rating Agency, the Insurer and the Indenture Trustee with respect to any state (other than California) in which 10% or more of the Contracts (including the Prefunded Contracts), by Outstanding Principal Balance, were originated, an opinion with respect to the perfection of the security interest of the Indenture Trustee in the Financed Vehicles securing the Contracts originated in such state; and (v) deliver to the Insurer an Opinion of Counsel to the effect that Onyx is duly qualified as a foreign corporation to do business, and is in good standing, in each of the states in which Prefunded Contracts have been originated. Failure to comply with any of the conditions set forth in this Section 2.01(j) on the Prefunding Closing Date shall be deemed to be a breach of a representation and warranty with respect to each of the Prefunded Contracts to which such failed conditions relate as of the Prefunding Closing Date.

CONVEYANCE OF CONTRACTS. (a) In consideration of the Issuer's delivery of the authenticated Notes and Certificates to or upon the order of the Seller, effective upon the Closing Date, the Seller hereby sells, grants, transfers, conveys and assigns to the Issuer, without recourse (except as expressly provided in Section 2.03 hereof), all of the right, title and interest of the Seller in, to and under: (i) the Contracts listed in the Schedule of Contracts; (ii) all monies received under the with respect to all Contracts on or after the Cut-Cut- Off Date, including any Purchase Amounts; (iii) all Net Liquidation Proceeds and Net Insurance Proceeds with respect to any Financed Vehicle to which a Contract relates received on or after the Cut-Off Date; (iv) all documents relating to the Contracts, the Contract Documents and Contract Files relating to the Contracts (except the Contract Documents Contracts, including all servicing records in hard and Contract Files for Contracts which have been the subject of a Full Prepayment received on or after the Cut-Off Date but no later than two Business Days prior to the Closing Date, in lieu of which the Seller shall have deposited in or credited to the Collection Account on or prior to the Closing Date an amount equal to such Full Prepayment)electronic form; (v) all rights of the Trust Accounts and all amounts, financial assets and investment property held therein or credited thereto, including, if applicable, all Eligible Investments credited thereto Seller (but excluding (Anot its obligations) under the Payahead Account and all amounts, financial assets and investment property held therein or credited thereto, including all Eligible Investments credited thereto and (B) investment income credited to the Collection Account)Receivables Purchase Agreement; (vi) the right of the Seller, as purchaser under the Purchase Agreement, to cause Onyx as seller thereunder to repurchase Contracts listed in the Schedule of Contracts under certain circumstances; (vii) any and all security interests of the Seller in the Financed Vehicles and the rights to receive proceeds from claims on certain any insurance policies covering the Financed Vehicles or the individual Obligors under each related Contract; (viii) the Seller's right to proceeds under the Blanket Insurance Policy with respect to the Contracts; and (ixvii) all proceeds in any way delivered with respect to the foregoing, all rights to payments with respect to the foregoing and all rights to enforce the foregoing. The foregoing items of property listed in this Section 2.012.01(a) (the "Conveyed Property"), together with the rights of the Indenture Trustee under the PolicyTrust Account Property, are collectively ------------------ referred to herein as the "TRUST PROPERTYTrust Property". In addition, on or prior to the Closing Date, the Seller Issuer shall cause -------------- the Insurer to deliver issue the Policy to the Indenture Trustee for the benefit of the SecurityholdersInsurance Policy. It is the intention of the Seller and the Issuer that the assignment and transfer contemplated herein contemplated constitute (and shall be construed and treated for all purposes as) a true and complete sale of the Trust Property (other than the Spread Account and the Policy)Conveyed Property, conveying good title thereto free and clear of any liens and encumbrances, from the Seller to the Issuer. However, in the event that such conveyance is deemed to be a pledge to secure a loan (in spite of the express intent of the parties hereto that this conveyance constitutes, and shall be construed and treated for all purposes, purposes as a true and complete sale), the Seller hereby grants to the Issuer, for the benefit of the Securityholders Noteholders and the Insurer, a security interest which security interest shall be a first priority perfected security interest in all of the Seller's right, title and interest in in, to and under the Trust Property whether now existing or hereafter created and all proceeds of the foregoing to secure the loan deemed to be made in connection with such pledge and, in such event, this Agreement shall constitute a security agreement under applicable law. (b) As of the Closing Date, the Issuer acknowledges the conveyance to it of the Trust Conveyed Property from the Seller, including all right, title and interest of the Seller in in, to and to under the Trust Conveyed Property, receipt of which is hereby acknowledged by the Issuer. Concurrently with such delivery conveyance and in exchange therefor, the Issuer has pledged to the Indenture Trustee, for the benefit of the Securityholders Noteholders and the Insurer, the Trust Property Property, and the Indenture Trustee, pursuant to the written instructions of the Issuer, has executed and caused to be authenticated and delivered the Notes to the Seller or its designee, upon the order of the Issuer. In addition, concurrently with such delivery and in exchange therefor, the Owner Trustee, pursuant to the instructions of the Seller, has executed (not in its individual capacity, but solely as Owner Trustee on behalf of the Issuer) and caused to be authenticated and delivered delivered, the Certificates Residual Interest Certificate to the Seller or its designeeSeller, upon the order of the Seller. (c) In connection with the sale of the Contracts pursuant to the Receivables Purchase Agreement, Onyx AutoNation Financial Services has filed with the office of the Secretary of State of the State of California ________ a UCC-1 financing statement naming Onyx AutoNation Financial Services as debtor, naming the Seller as secured party and the Indenture Trustee as assignee and including the Contracts in the description of the collateral. In connection with the sale of the Contracts pursuant to this Agreement, the Seller has filed or caused to be filed with the Secretary of State of the State of California _________ a UCC-1 financing statement naming the Seller as debtor, naming the Issuer as secured party, party and naming the Indenture Trustee, on behalf of the NoteholdersNoteholders and the Insurer, as assignee, and including the Contracts in the description of the collateral. In connection with the pledge of the Contracts pursuant to the Indenture, the Trust has filed or caused to be filed with the offices of the Secretary of State of the State of Delaware UCC-1 financing statements naming the Trust as debtor and the Indenture Trustee, on behalf of the Noteholders and the Insurer, as secured party. The grant of a security interest to the Indenture Trustee and the rights of the Indenture Trustee in the Contracts shall be governed by the Indenture. The Seller shall have caused UCC-2 termination statements to have been filed with the office of Secretary of State of the State of California ________ terminating any effective UCC-1 financing statements with respect to any outstanding security interests in the Contracts. (d) From time to time, the Servicer shall cause to be taken such actions as are necessary to continue the perfection of the respective interests of the Trust and the Indenture Trustee in the Contracts and to continue the first priority security interest of the Indenture Trustee Originator in the Financed Vehicles and their proceeds and the effectiveness of the assignment of the security interest in the Financed Vehicles and their proceeds to the Indenture Trustee (other than, as to such priority, any statutory lien arising by operation of law after the Closing Date which is prior to such interest), including, without limitation, the filing of financing statements, amendments thereto or continuation statements and the making of notations on records or documents of title; provided, however, the Servicer will not be -------- ------- required to submit the Title Documents for retitling in the name of the Indenture Trustee except as provided in Section 3.04(b). (e) If any change in the nameThe Owner Trustee, identity or corporate structure on behalf of the Seller or Onyx or the relocation of the chief executive office of either of them would make any financing or continuation statement or notice of lien filed under this Agreement or the other Basic Documents misleading within the meaning of applicable provisions of the UCC or any title statute, the Servicer, within the time period required by applicable law, shall file such financing statements or amendments as may be required to preserve Issuer and protect the interests of the Trust, the Indenture Trustee, hereby authorizes the Securityholders Servicer, and the Insurer Servicer hereby agrees, to take such steps as are necessary to re-perfect such security interest in the Contractsevent of the relocation of a Financed Vehicle or for any other reason, in either case, when the Servicer has knowledge of the need for such re-perfection. In the event that the assignment of a security interest in a Contract by the Servicer, as Originator, to the Seller pursuant to the Receivables Purchase Agreement, by the Seller to the Issuer pursuant to the terms of this Agreement and by the Issuer to the Indenture Trustee pursuant to the Indenture is insufficient without a notation on the related Financed Vehicles Vehicle's certificate of title, or without fulfilling any additional administrative requirements under the laws of the State in which the Financed Vehicle is located, to assign to the Indenture Trustee a perfected security interest in the related Financed Vehicle, the Seller and the proceeds thereof. Promptly thereafter, Servicer hereby agree that the Servicer shall deliver Originator's listing as the secured party on the certificate of title is deemed to the Trust, be in its capacity as agent of the Indenture Trustee and the Insurer an Opinion Servicer further agrees to hold or cause to be held such certificate of Counsel stating thattitle as the Indenture Trustee's agent and custodian; provided, in however, that the opinion of such counselServicer shall not, all financing statements or amendments necessary fully to preserve and protect nor shall the interests of the TrustOwner -------- ------- Trustee, the Indenture Trustee, Trustee or the Securityholders and Noteholders have the Insurer in right to require that the Contracts, Servicer make any such notation on the related Financed Vehicles and Vehicle's certificate of title or fulfill any such additional administrative requirements of the proceeds thereof have been filedlaws of the State in which a Financed Vehicle is located, and reciting the details of such filingsexcept as otherwise provided in Section 3.04. (f) During the term of this Agreement, the Seller and Onyx AutoNation Financial Services shall each maintain its chief executive office in one of the states States of the United States. (g) The Servicer shall pay all reasonable costs and disbursements in connection with the perfection and the maintenance of perfection, as against all third parties, of the Indenture Trustee's right, title and interest in and to the Contracts and in connection with maintaining the first priority security interest (subject to the security interest of the Insurer pursuant to the Insurance Agreement) Indenture Trustee in the Financed Vehicles and the proceeds thereof; provided, however, the parties acknowledge that the Title Documents -------- ------- will not be submitted for retitling in the name of the Indenture Trustee as secured party except as provided in Section 3.04(b).

CONVEYANCE OF CONTRACTS. (a) In consideration of the Issuer's delivery of the authenticated Notes and Certificates to or upon the order of WFAL of the SellerWFAL Certificates and $________, which amount equals the Outstanding Principal Balance of WFAL Contracts less the Spread Account Initial Deposit effective upon the Closing Date, the Seller WFAL hereby sells, grants, transfers, assigns and otherwise conveys and assigns to the Issuer, without recourse (except as expressly provided in Section 2.03 hereofsubject to the obligations herein), all of the its right, title and interest (exclusive of (i) the Retained Yield in respect of the Seller WFAL Contracts, and (ii) the amount, if any, allocable to any rebatable insurance premium financed by any WFAL Contract) in, to and under: under the WFAL Contracts (i) the which Contracts shall be listed in the Schedule of Contracts; ), including, without limitation, all payments of Monthly P&I (iiexclusive of the Retained Yield, which shall be paid directly to WFAL as provided in Section 5.02(b)) all monies received under the Contracts due on or after ______ 1, 2000 (excluding the Cut-Off Date; (iii) amount allocable to principal and interest due prior to ______ 1, 2000); all Net Liquidation Proceeds and Net Insurance Proceeds with respect to any Financed Vehicle to which a Contract relates received on or after ______ 1, 2000 and all other proceeds received on or in respect of such Contracts (other than payments of Monthly P&I due prior to ______ 1, 2000), and any and all security interests in the Cut-Off Date; (iv) Financed Vehicles; the Contract Documents and Contract Files relating to the Contracts (except the Contract Documents and Contract Files for Contracts which have been the subject of a Full Prepayment received on or after the Cut-Off Date ______ 1, 2000 but no later than two one Business Days Day prior to the Closing Date, in lieu of which the Seller WFAL shall have deposited in or credited to the Collection Account on or prior to the Closing Date an amount equal to such Full Prepayment); (v) the Trust Accounts ; and all amounts, financial assets and investment property held therein or credited thereto, including, if applicable, all Eligible Investments credited thereto (but excluding (A) the Payahead Account and all amounts, financial assets and investment property held therein or credited thereto, including all Eligible Investments credited thereto and (B) investment income credited to the Collection Account); (vi) the right of the Seller, as purchaser under the Purchase Agreement, to cause Onyx as seller thereunder to repurchase Contracts listed in the Schedule of Contracts under certain circumstances; (vii) any and all security interests of the Seller in the Financed Vehicles and the rights to receive proceeds from claims on certain insurance policies covering the Financed Vehicles or the individual Obligors under each related Contract; (viii) the Seller's right to proceeds under the Blanket Insurance Policy with respect to the Contracts; and (ix) all proceeds in any way delivered with respect to the foregoing, all rights to payments with respect to the foregoing and all rights to enforce the foregoing. The foregoing items of property listed in this Section 2.01, together with the rights provided that $ _______ of the Indenture Trustee under the Policy, are collectively referred to as the "TRUST PROPERTY"principal amount of Contract number __________ is retained by WFAL. In additionconsideration of the Issuer's delivery to or upon the order of WFSRC of the WFSRC Certificate and $________, on or prior to which amount equals Outstanding Principal Balance of WFSRC Contracts, effective upon the Closing Date, the Seller shall cause the Insurer to deliver the Policy to the Indenture Trustee for the benefit of the Securityholders. It is the intention of the Seller WFSRC hereby respectively transfers and the Issuer that the assignment and transfer herein contemplated constitute (and shall be construed and treated for all purposes as) a true and complete sale of the Trust Property (other than the Spread Account and the Policy), conveying good title thereto free and clear of any liens and encumbrances, from the Seller to the Issuer. However, in the event that such conveyance is deemed to be a pledge to secure a loan (in spite of the express intent of the parties hereto that this conveyance constitutes, and shall be construed and treated for all purposes, as a true and complete sale), the Seller hereby grants assigns to the Issuer, for without recourse (subject to the benefit of the Securityholders and the Insurerobligations herein), a first priority perfected security interest in all of the Seller's its right, title and interest (exclusive of (i) the Retained Yield in the Trust Property whether now existing or hereafter created and all proceeds respect of the foregoing to secure the loan deemed to be made in connection with such pledge and, in such event, this Agreement shall constitute a security agreement under applicable law. (b) As of the Closing Date, the Issuer acknowledges the conveyance to it of the Trust Property from the Seller, including all right, title and interest of the Seller in and to the Trust Property, receipt of which is hereby acknowledged by the Issuer. Concurrently with such delivery and in exchange therefor, the Issuer has pledged to the Indenture Trustee, for the benefit of the Securityholders and the Insurer, the Trust Property and the Indenture Trustee, pursuant to the written instructions of the Issuer, has executed and caused to be authenticated and delivered the Notes to the Seller or its designee, upon the order of the Issuer. In addition, concurrently with such delivery and in exchange therefor, the Owner Trustee, pursuant to the instructions of the Seller, has executed (not in its individual capacity, but solely as Owner Trustee on behalf of the Issuer) and caused to be authenticated and delivered the Certificates to the Seller or its designee, upon the order of the Seller. (c) In connection with the sale of the Contracts pursuant to the Purchase Agreement, Onyx has filed with the office of the Secretary of State of the State of California a UCC-1 financing statement naming Onyx as debtor, naming the Seller as secured party and including the Contracts in the description of the collateral. In connection with the sale of the Contracts pursuant to this Agreement, the Seller has filed or caused to be filed with the Secretary of State of the State of California a UCC-1 financing statement naming the Seller as debtor, naming the Issuer as secured party, naming the Indenture Trustee, on behalf of the Noteholders, as assigneeWFSRC Contracts, and including (ii) the amount, if any, allocable to any rebatable insurance premium financed by any WFSRC Contract) in, to and under the WFAL Contracts in the description of the collateral. In connection with the pledge of the Contracts pursuant to the Indenture, the Trust has filed with the offices of the Secretary of State of the State of Delaware UCC-1 financing statements naming the Trust as debtor and the Indenture Trustee, on behalf of the Noteholders and the Insurer, as secured party. The grant of a security interest to the Indenture Trustee and the rights of the Indenture Trustee in the (which Contracts shall be governed by the Indenture. The Seller shall have caused UCC-2 termination statements to have been filed with the office of Secretary of State of the State of California terminating any effective UCC-1 financing statements with respect to any outstanding security interests listed in the Schedule of Contracts. (d) From time to time, the Servicer shall cause to be taken such actions as are necessary to continue the perfection of the respective interests of the Trust and the Indenture Trustee in the Contracts and to continue the first priority security interest of the Indenture Trustee in the Financed Vehicles and their proceeds (other than, as to such priority, any statutory lien arising by operation of law after the Closing Date which is prior to such interest), including, without limitation, all payments of Monthly P&I (exclusive of the filing Retained Yield, which shall be paid directly to WFSRC as provided in Section 5.02(b)) due on or after ______ 1, 2000 (excluding the amount allocable to principal and interest due prior to ______ 1, 2000); all Net Liquidation Proceeds and Net Insurance Proceeds with respect to any Financed Vehicle to which a Contract relates received on or after ______ 1, 2000 and all other proceeds received on or in respect of financing statementssuch Contracts (other than payments of Monthly P&I due prior to ______ 1, amendments thereto or continuation statements 2000), and the making of notations on records or documents of title. (e) If any change and all security interests in the name, identity or corporate structure of Financed Vehicles; the Seller or Onyx or the relocation of the chief executive office of either of them would make any financing or continuation statement or notice of lien filed under this Agreement or the other Basic Contract Documents misleading within the meaning of applicable provisions of the UCC or any title statute, the Servicer, within the time period required by applicable law, shall file such financing statements or amendments as may be required to preserve and protect the interests of the Trust, the Indenture Trustee, the Securityholders and the Insurer in the Contracts, the related Financed Vehicles and the proceeds thereof. Promptly thereafter, the Servicer shall deliver to the Trust, the Indenture Trustee and the Insurer an Opinion of Counsel stating that, in the opinion of such counsel, all financing statements or amendments necessary fully to preserve and protect the interests of the Trust, the Indenture Trustee, the Securityholders and the Insurer in the Contracts, the related Financed Vehicles and the proceeds thereof have been filed, and reciting the details of such filings. (f) During the term of this Agreement, the Seller and Onyx shall each maintain its chief executive office in one of the states of the United States. (g) The Servicer shall pay all reasonable costs and disbursements in connection with the perfection and the maintenance of perfection, as against all third parties, of the Indenture Trustee's right, title and interest in and relating to the Contracts and in connection with maintaining (except the first priority security interest (Contract Documents for Contracts which have been the subject of a Full Prepayment received on or after ______ 1, 2000 but no later than one Business Day prior to the security interest Closing Date, in lieu of the Insurer pursuant which WFSRC shall have deposited in or credited to the Insurance Agreement) in Collection Account on or prior to the Financed Vehicles and the proceeds thereof.Closing Date an amount equal to such Full Prepayment);