WESTCORP /CA/
EXHIBIT 10.6.1
<DOCUMENT>
<TYPE>EX-10.6.1
<SEQUENCE>6
<FILENAME>a80101orex10-6_1.txt
<DESCRIPTION>EXHIBIT 10.6.1
<TEXT>
<PAGE>
                                                                  Exhibit 10.6.1


                       REVOLVING LINE OF CREDIT AGREEMENT


            THIS REVOLVING LINE OF CREDIT AGREEMENT (this "Agreement") is
entered into as of the 30th day of November, 2001, by and between WFS FINANCIAL
AUTO LOANS, INC., a California corporation (the "Borrower") and WESTERN
FINANCIAL BANK, a federal savings bank (the "Bank"), with reference to the
following:

                                    PREAMBLE

      A.    Borrower expects to acquire retail installment sales contracts and
installment loans secured in each instance by an automobile or light duty truck
("Contracts"). Borrower intends to enter into one or more asset-backed
securities transactions utilizing those Contracts and requires a line of credit
to permit it to have sufficient funds to complete the purchase and
securitization of those Contracts.

      B.    The Bank is prepared to provide to Borrower a revolving line of
credit on the terms and subject to the conditions set forth herein.

      NOW, THEREFORE, in consideration of the mutual covenants, agreements,
representations and warranties contained herein, and other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the
parties hereto hereby covenant and agree as follows:

                                      TERMS

1.    CERTAIN DEFINITIONS.

      Unless (i) elsewhere defined herein, each capitalized term used in this
Agreement shall have the following meanings, and (ii) the context otherwise
requires, any of the following capitalized terms may be used in the singular or
the plural, depending on the reference:

      "ADVANCES" shall mean the principal amount of all sums which the Bank
      lends to the Borrower pursuant to this Agreement.

      "AVAILABILITY PERIOD" shall mean the period commencing on the date of this
      Agreement and ending on December 1, 2006; provided however, that the
      ending date may be extended at the election of the Borrower for a further
      period or periods not to exceed sixty (60) months for each extension so
      long as (I) the extension would not be illegal or contrary to any
      governmental law, rule, regulation or order applicable to the Bank or the
      Borrower, (ii) the extension would not result in the withdrawal or
      reduction by any Rating Agency of its rating of any rated debt issued by
      the Bank or the Borrower or any trust of which either is the originator,
      or (iii) the Bank determines, in its sole and absolute discretion, that
      such extension would not be an unsafe or unsound act or practice.



                                                        -1-
<PAGE>
      "BASE RATE" shall mean the one-month London InterBank Offering Rate
      ("LIBOR") as provided by the Bank on the repricing date.

      "BUSINESS DAY" shall mean a day when banks are not authorized or required
      to close in the State of California.

      "CODE" shall mean the Uniform Commercial Code in effect from time to time
      in the relevant State or States.

      "COLLATERAL" shall mean any and all assets and properties, if any, pledged
      from time to time by the Borrower to the Bank pursuant to any Loan
      Documents to secure all or a portion of the Obligations.

      "COMMITMENT AMOUNT" shall mean $10,000,000.

      "COSTS" shall mean, collectively, all sums (other than Principal and
      Interest) payable by the Borrower pursuant to this Agreement including,
      without limitation, all sums payable pursuant to Sections 8 and 10.6
      hereof.

      "DRAWDOWN DATE" shall mean the date as of which an Advance is to be made
      by the Bank to Borrower pursuant to a written or oral request of Borrower
      to the Bank.

      "ENCUMBRANCES" shall mean security interests, mortgages, pledges,
      equities, encumbrances, conditional sales or other title retention
      agreements, leases (excluding only operating leases for office equipment
      and real property), rights, restrictions, reservations or charges or liens
      of any nature, collectively.

      "FINAL PREPAYMENT DATE" shall mean the last day of the Availability
      Period, including any extension or extensions thereof.

      "GAAP" shall mean generally accepted accounting principles consistently
      applied.

      "INTEREST" shall mean all interest amounts required to be paid by the
      Borrower pursuant to this Agreement.

      "INTEREST SPREAD" shall mean (i) one and one-eighths percent (1.125%) with
      respect to any Obligations not secured by Collateral acceptable to the
      Bank in its sole discretion, and (ii) five-eighths of one percent (0.625%)
      with respect to any Obligations secured by Collateral acceptable to the
      Bank in its sole discretion.

      "LOAN" shall mean the aggregate amount of all outstanding Advances and
      accrued but unpaid Interest.



                                       -2-
<PAGE>
      "LOAN DOCUMENTS" shall mean, collectively, this Agreement, security
      agreements, UCC financing statements, and any other certificates,
      documents or agreements of any type or nature heretofore or hereafter
      executed and/or delivered by or on behalf of the Borrower to the Bank in
      furtherance of this Agreement or evidencing and/or securing any of the
      Obligations.

      "MODIFICATIONS" shall mean amendments, alterations, supplements,
      replacements, modifications or terminations, collectively.

      "MODIFY" shall mean amend, alter, supplement, replace, modify or
      terminate, collectively.

      "OBLIGATIONS" shall mean, collectively, the Principal, together with
      accrued Interest and Costs.

      "PERSON" shall mean an individual or a corporation, association, limited
      liability company, joint venture, partnership, trust or other private or
      governmental entity.

      "PRINCIPAL" shall mean the aggregate of the Advances that are advanced to
      or for the account of the Borrower and that remains unpaid.

      "RATE OF INTEREST" shall mean with respect to each Obligation, the Base
      Rate plus the then applicable Interest Spread with respect to the
      Obligation in question.

      "RATING AGENCY" shall mean a nationally recognized statistical rating
      organization as that term is used in paragraphs (c)(2)(vi)(E), (F) and (H)
      of Rule 15c3-1 as promulgated by the Securities and Exchange Commission
      pursuant to the Securities Exchange Act of 1934, as amended.

      "STATE" shall mean any state of the United States.

      "UNITED STATES" and "U.S." shall mean the United States of America and its
      territories and possessions.

2.    THE LOAN.

      2.1   COMMITMENT. Subject to the terms and conditions of this Agreement,
the Borrower may borrow, repay and reborrow during the Availability Period, in
the form of Advances, amounts constituting the Commitment Amount.

      2.2   NOTICE AND MAKING OF ADVANCES. Whenever the Borrower desires to draw
down an Advance, the Borrower shall advise the Bank, orally or in writing, of
the amount it seeks as an Advance. Absent exigent circumstances, Borrower shall
give the Bank at least 24 hours advance notice of the anticipated funding date
for an Advance. Notwithstanding the foregoing, the Borrower hereby irrevocably
authorizes the Bank, on behalf of the Borrower, to retain from time to time any
Advance or portion thereof to be used to pay any outstanding Interest or Costs
hereunder which is then due and unpaid. The conditions herein with respect to
the making of Advances are for the benefit of the Bank and the Bank may


                                       -3-
<PAGE>
Modify or waive any of such conditions in its sole and absolute discretion.

      2.3   CURRENCY OF ADVANCES. Each Advance shall be made in United States
dollars.

      2.4   COMPUTATION AND PAYMENT OF INTEREST.

            2.4.1 ACCRUAL OF INTEREST. Interest shall accrue on (i) each Advance
      commencing on the applicable Drawdown Date and (ii) all Costs not paid on
      or before the applicable due date, commencing on the next day following
      the applicable due date; in each case until repaid in full at the
      applicable Rate of Interest. With respect to all such Obligations secured
      by Collateral acceptable to the Bank, Interest shall be calculated based
      upon the average amount of such secured Obligations outstanding during the
      month in question, and Interest shall be calculated on all other unsecured
      Obligations based upon the average amount of such unsecured Obligations
      outstanding during the month in question. Furthermore, Interest shall be
      calculated on the number of calendar days actually elapsed on the basis of
      a year of 365 days and shall be paid as stipulated in this Section 2.4,
      and each change in the Rate of Interest resulting from a change in the
      Base Rate or the Interest Spread shall be effective from the date of the
      respective change in any such rates.

            2.4.2 PAYMENTS OF INTEREST. Subject to Sections 2.4.3 and 2.5.2.5,
      Interest shall be due and payable (i) on the fifth calendar day of each
      month (or if such day is not a Business Day, on the next Business Day
      thereafter) for the preceding month, and (ii) at maturity (by acceleration
      or otherwise). In the event that the Borrower fails to pay Interest when
      due, the Bank may, in its sole discretion, advance such amount for the
      Borrower's account, which amount shall be deemed an Advance hereunder.

            2.4.3 DEFERRAL OF PAYMENTS OF INTEREST. Borrower shall not be
      required at any time to make any payment of Interest other than from funds
      released to Borrower from any spread account, or similar account however
      denominated, established in connection with an asset-backed securities
      transaction utilizing Contracts transferred by Borrower, directly or
      indirectly, into the securitization trust of that asset-backed securities
      transaction or from the net proceeds of the voluntary sale of assets of
      Borrower other than to a securitization trust. Payments of Interest which
      accrue and are not paid by reason of this Section 2.4.3 shall not bear
      interest.

      2.5   REPAYMENT OF THE LOAN.

            2.5.1 FINAL REPAYMENT DATE. Subject to the payment provisions set
      forth in Section 2.5.2 hereof, all outstanding Advances, including all
      accrued and unpaid Interest, shall be due and payable without notice, and
      the Borrower shall pay all such amounts to the Bank on or before the Final
      Repayment Date.



                                       -4-
<PAGE>
            2.5.2 MANDATORY PREPAYMENTS.

                  2.5.2.1 LOAN EXCEEDS THE COMMITMENT. In the event the
            aggregate outstanding amount of the Loan at any time exceeds the
            Commitment, the Loan shall be immediately due and payable without
            notice to the extent of such excess (together with accrued Interest
            thereon), and the Borrower shall immediately pay such excess amount
            to the Bank.

                  2.5.2.2 AUTOMATIC PREPAYMENT OF ALL OBLIGATIONS. All
            Obligations shall be due and payable without notice or demand, and
            the Borrower shall pay all such Obligations to the Bank upon the
            earliest to occur of any Event of Default specified in Sections 6.5
            or 6.6 hereof.

                  2.5.2.3 UPON DEMAND. At the election of the Bank, upon demand,
            all outstanding Obligations shall be due and payable upon the
            occurrence of an Event of Default (other than any Event of Default
            described in Sections 6.5 or 6.6, for which no notice is necessary),
            and the Borrower shall pay all such Obligations to the Bank.

                  2.5.2.4 DEFERRAL OF PAYMENTS OF PRINCIPAL. Any other provision
            of this Agreement notwithstanding, Borrower shall not be required at
            any time to make any payment of Principal other than from funds
            released to Borrower from any spread account, or similar account
            however denominated, established in connection with an asset-backed
            securities transaction utilizing Contracts transferred by Borrower,
            directly or indirectly, into the securitization trust of that
            asset-backed securities transaction or from the net proceeds of the
            voluntary sale of assets of Borrower other than to a securitization
            trust. Payments of Principal which accrue and are not paid by reason
            of this Section 2.5.2.4 shall continue to bear interest at the
            Interest Rate, until paid.

                  2.5.2.5 ABSOLUTE PAYMENT RESTRICTIONS. The Bank acknowledges
            that Borrower is expressly limited by Article 5, section c, of its
            articles of incorporation and has no corporate authority to agree to
            or to incur any debt of any kind which is not rated by each Rating
            Agency which has rated any outstanding debt of Borrower or of any
            trust of which Borrower is an originator, unless: (a) that debt is
            fully subordinated to and by its terms may be repaid only after any
            amounts then due and payable by Borrower or any such trust have been
            paid; (b) that debt is nonrecourse against any assets of the
            Borrower other than those assets specifically pledged to secure that
            debt; and (c) that debt does not constitute a claim against the
            Borrower in the event the assets specifically pledged to secure that
            debt are insufficient to pay that debt. The Bank hereby acknowledges
            and agrees that any other provisions of this Agreement
            notwithstanding, this Agreement is subject to and the right of the
            Bank to receive payment of Principal, Interest or Costs is limited
            by the provisions of Article 5, section c, of the articles of
            incorporation of Borrower.



                                       -5-
<PAGE>
            2.5.3 OPTIONAL PREPAYMENTS. The Borrower may prepay any outstanding
      Principal, either in whole or in part. All such prepayments shall be
      accompanied by the payment of any accrued Interest on the amount of the
      outstanding Principal prepaid.

      2.6   TIME AND PLACE OF PAYMENTS. The Borrower shall make each payment
hereunder at the office of the Bank set forth in, or designated by the Bank
pursuant to, Section 8 hereof, on the day when due, in freely transferable
Dollars representing "same day" funds. Whenever any payment to be made hereunder
or under any instrument delivered hereunder shall be stated to be due on a day
other than a Business Day, such payment shall be made on the next succeeding
Business Day; and such extension of time shall in each such case be excluded in
the computation and payment of Interest.

      2.7   APPLICATION OF PAYMENTS. Subject to Section 7.4 hereof, all payments
made hereunder in respect of any of the Obligations (whether optional or
mandatory) shall be credited first to Costs to the extent that Costs have not
previously been paid, then to Interest to the extent that Interest is accrued
and unpaid, and then to outstanding Principal.

      2.8   NO OFFSET BY THE BORROWER; NET PAYMENTS. All payments by the
Borrower under this Agreement shall be made without setoff or counterclaim and
in such amounts as may be necessary in order that all such payments (after
deduction or withholding for or on account of any present or future taxes of any
kind, imposts, levies, assessments, duties, fees, deductions or other charges,
restrictions, conditions of whatever nature now or hereafter imposed, levied,
collected or asserted to be due or payable) shall not be less than the amounts
otherwise specified to be paid under this Agreement.

3.    REPRESENTATIONS AND WARRANTIES.

      3.1   The Borrower hereby represents and warrants to the Bank, as of the
date hereof and as of each Drawdown Date (except to the extent that any such
representation or warranty expressly relates to an earlier date), that:

            3.1.1 GOOD STANDING AND CORPORATE POWER. The Borrower is a
      corporation duly organized, validly existing and in good standing under
      the laws of the state of California, and is qualified to transact business
      as a foreign corporation in good standing in each other jurisdiction where
      the failure to be so qualified would have a material adverse effect on it,
      its assets or properties, or the conduct of its business. The Borrower has
      the right, power and authority to own its properties and assets and to
      transact the business in which it is engaged and proposes to engage.

            3.1.2 BINDING AGREEMENT. This Agreement and the other Loan Documents
      (to the extent such other Loan Documents are intended to be of a
      contractual nature), when executed and delivered, will constitute the
      valid and legally binding obligations of the Borrower and are enforceable
      in accordance with their respective terms.

            3.1.3 DUE AUTHORIZATION; NO CONFLICTS OR VIOLATIONS. The execution,
      delivery and performance of this Agreement and the other Loan Documents by
      the Borrower, the borrowings


                                       -6-
<PAGE>
      hereunder, and any grant of security interests under any Loan Documents,
      (i) have been duly authorized by all requisite corporate action of the
      Borrower and will not violate any provision of any law, any order of any
      court or other agency of the United States, any State or any foreign
      country, state or province having jurisdiction, and (ii) will not violate
      any provision of the articles of incorporation, or by-laws of the
      Borrower, or any provision of any material agreement or instrument to
      which the Borrower is a party or by which the Borrower or any of its
      properties or assets may be bound, or be in conflict with, result in a
      breach of or constitute a default under, any such agreement or other
      instrument, or result in the creation or imposition of any Encumbrance
      (other than Encumbrances approved by the Bank in its sole discretion) of
      any nature whatsoever upon the Collateral.

            3.1.4 AUTHORIZATIONS. All authorizations, approvals, registrations
      or filings from or with (i) any governmental or public regulatory body or
      authority of the United States, any State or of any foreign country,
      state, province or other jurisdiction, or (ii) any other Person, required
      for the execution, delivery or performance by the Borrower of the Loan
      Documents to which the Borrower is a party, have been obtained or made and
      are in full force and effect.

      3.2   NO MISREPRESENTATIONS. No representation or warranty of the Borrower
made in any Loan Documents, and none of such documents themselves contain, or
will contain, a misstatement by or on behalf of the Borrower of a material fact
or omits, or will omit to state a material fact required to be stated herein or
therein in order to make the statements contained herein or therein, in light of
the circumstances under which they were made, not misleading in any respect.

      3.3   MAKING OF AND SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All
representations and warranties of the Borrower made in the Loan Documents shall
survive the execution and delivery of this Agreement and the making of any
Advance.

4.    CONDITIONS PRECEDENT TO ADVANCES.

      The obligation of the Bank to make any Advance is subject to the
Borrower's full compliance with each of the following conditions precedent to
the satisfaction of the Bank in its sole and absolute discretion, unless
otherwise waived in writing by the Bank in its sole and absolute discretion:

      4.1   COMPLIANCE. At the time of the making of the requested Advance (i)
the Borrower shall have complied and then be in compliance with all terms,
covenants and conditions of this Agreement; (ii) there shall exist no Event of
Default, and no such event will result from such requested Advance, and (iii)
each of the material representations and warranties made by the Borrower in any
of the Loan Documents shall be true and correct on and as of such date with the
effect as though such representations and warranties had been made on and as of
such date.

      4.2   NOTICE OF ADVANCE. The Borrower shall have timely delivered to the
Bank, in accordance with Section 2.2 hereof, notice of its request to obtain an
Advance.


                                       -7-
<PAGE>
      4.3   PAYMENT OF CERTAIN OBLIGATIONS. The Borrower shall, subject to the
deferral of the payment of Interest and Costs permitted by Section 2.4.3 and
2.5.2.5, respectively, have paid to the Bank all Interest and Costs payable to
and/or incurred by the Bank through the Drawdown Date.

      4.4   ADDITIONAL DOCUMENTS. The Bank shall have received such additional
documents, agreements and certificates as the Bank may request in its sole and
absolute discretion.

      4.5   PROPOSED USE. The Bank shall have determined in its sole and
absolute discretion that the requested Advance will not be used by the Borrower
for any purpose not permitted by Section 5.1 hereof.

5.    ADDITIONAL COVENANTS.

      The Borrower hereby covenants to and agrees with the Bank that, until
payment in full of all of the Obligations and until such time as the Bank is no
longer obligated to lend any funds under this Agreement, the Borrower will
(unless otherwise waived in writing by the Bank):

      5.1   PERMITTED USE OF PROCEEDS. Use the proceeds of the Advances to only
finance the Borrower's general working capital needs (including, without
limitation, the payment of Interest and Costs owing from time to time hereunder,
the purchasing of Contracts and the making of initial spread account deposits).

      5.2   EXISTENCE. Do or cause to be done all things necessary to comply
with all laws and regulations applicable to the Borrower, and to preserve, renew
and keep in full force and effect (i) the corporate existence of the Borrower in
its place of incorporation and in all other jurisdictions where the Borrower
conducts business, and (ii) all rights, licenses, permits and franchises of the
Borrower.

      5.3   PERFORMANCE COVENANTS.

            5.3.1 Duly and timely comply with all the terms, conditions,
      covenants and warranties set forth in the Loan Documents, all at the times
      and places and in the manner set forth herein and therein, and diligently
      protect the rights of the Bank under such agreements where the failure to
      protect such rights would have a material adverse effect on the Bank's
      interests therein;

            5.3.2 At all times maintain or cause to be maintained in favor of
      the Bank the security interests provided for under or pursuant to the Loan
      Documents as valid security interests in the Collateral subject only to
      such Encumbrances as may be consented to by the Bank in its sole
      discretion; and

            5.3.3 Diligently and timely defend the Collateral and the Bank's
      rights therein against any and all Encumbrances (other than such
      Encumbrances).

      5.4   NOTICE OF CERTAIN EVENTS. Promptly give notice in writing to the
Bank of (i) the


                                       -8-
<PAGE>
occurrence of any Event of Default; or (ii) any action or event of which any
Borrower has knowledge which might materially and adversely affect the condition
(whether financial or otherwise) of the Borrower and/or the performance by the
Borrower of any of its obligations under any Loan Document or the security
interests granted under any Loan Document.

      5.5   FURTHER ASSURANCES. At the Borrower's sole cost and expense, duly
execute and deliver, or cause to be duly executed and delivered to the Bank such
further agreements, documents, instruments and information and do or cause to be
done such further acts as may be necessary or proper to evidence and/or perfect
the security interests of the Bank in the Collateral or to otherwise carry out
more effectively the provisions and purposes of the Loan Documents as the Bank
may from time to time request.

      5.6   COMPLIANCE WITH LAWS. At all times comply with the requirements of
all applicable laws, rules, regulations and orders of all governmental
authorities of the United States, the States, foreign countries, states,
provinces thereof and their respective counties, municipalities and other
subdivisions and of any other jurisdictions (whether domestic or foreign)
applicable to the Borrower.

      5.7   DISCHARGE OF LIABILITIES. That all costs, expenses, obligations and
liabilities of the Borrower shall be discharged as and when they fall due except
any such items being diligently contested in good faith for which appropriate
reserves and provisions as required by GAAP have been made, so long as by reason
of such non-payment and contest no material item or portion of the assets of the
Borrower is in jeopardy of being seized, levied upon or forfeited.

6.    EVENTS OF DEFAULT.

      An "Event of Default" shall mean the occurrence of any of the following
events:

      6.1   A default in the payment when due and in the manner prescribed
herein of any installment of Principal or Interest and such default shall not be
cured within seven (7) Business Days after the Bank has given written notice to
the Borrower of such default.

      6.2   The failure, refusal or neglect of the Borrower to observe or
perform for any reason any of the material covenants, conditions, agreements or
provisions contained in any Loan Document (other than the payment of any
Obligation of which the failure to pay constitutes an Event of Default described
in Section 6.1 hereof) or to execute and deliver any documents, agreements or
instruments requested by the Bank hereunder or thereunder, and such failure,
refusal or neglect shall not be cured within forty-five (45) days after the Bank
has given written notice to the Borrower of such failure, refusal or neglect.

      6.3   Any material representation or warranty made by the Borrower in any
Loan Document shall prove to have been false or misleading in any material
respect.

      6.4   The Bank shall cease to have valid security interests (subject only
to Encumbrances consented to in writing by the Bank) at any time for any reason
in the Collateral or any portion thereof (other than due to a release by the
Bank of any such security interests).


                                       -9-
<PAGE>
      6.5   The Borrower shall be dissolved or shall sustain the loss,
cancellation or forfeiture of its legal status or good standing by reason of any
judicial, extra-judicial or administrative proceedings or otherwise, or shall
(i) apply for or consent to the appointment of a receiver, trustee or liquidator
of the Borrower or of all or a substantial part of the Borrower's assets; (ii)
be unable to, or admit in writing its inability to, pay its debts as they
mature; (iii) make a general assignment for the benefit of creditors; (iv) be
adjudicated a bankrupt or insolvent; (v) file a voluntary petition in bankruptcy
or a petition or an answer seeking reorganization or an arrangement for the
benefit of creditors or take advantage of any insolvency law in its capacity as
a debtor; (vi) interpose an answer admitting the material allegations of the
petition filed against the Borrower in any bankruptcy, reorganization or
insolvency proceedings; (vii) take any action which would have the effect of
dissolving the Borrower; or (viii) take any action for the purpose of effecting
any of the foregoing.

      6.6   Any (i) involuntary petition is filed against the Borrower seeking
to subject it to any bankruptcy, insolvency or similar laws and such petition
shall remain unstayed or not be withdrawn for a period of forty-five (45) days;
or (ii) order, judgment or decree shall be entered against the Borrower by any
court of competent jurisdiction approving a petition seeking its reorganization
or appointment of a receiver, trustee or liquidator of the Borrower or of all or
a substantial part of its assets and such order, judgment or decree shall
continue and stay in effect for a period of forty-five (45) days.

7.    REMEDIES; APPLICATION OF PROCEEDS.

      7.1   Subject in each instance to Section 2.5.2.5, the Bank may, upon the
occurrence of an Event of Default, exercise any one or more of the following
rights and remedies:

            7.1.1 If the Commitment or any portion thereof has not yet been
      advanced, declare the obligations of the Bank to honor the Commitment
      immediately terminated, whereupon the obligation of the Bank to make
      Advances shall terminate immediately;

            7.1.2 Declare all Obligations to be forthwith due and payable,
      whereupon all such Obligations shall be accelerated and shall become
      immediately due and payable without presentation, demand or notice of any
      kind to the Borrower (all of which are hereby waived by the Borrower),
      except that if an Event of Default specified in Sections 6.5 or 6.6 shall
      occur such acceleration shall be automatic and no declaration or other act
      of the Bank shall be necessary to effect such acceleration;

            7.1.3 Proceed to protect and enforce the rights of the Bank to
      payment of the Obligations and its rights to proceed against the
      Collateral (including, without limitation, exercise in respect of the
      Collateral all rights and remedies of a secured party under the Code) and
      exercise its remedies whether by suit in equity or by action at law, or
      both, whether for the specific performance of any covenant, agreement or
      other provision of any of the Loan Documents or any other legal or
      equitable right or remedy of the Bank;

            7.1.4 The Bank may exercise all other rights and remedies available
      at law or in equity


                                      -10-
<PAGE>
      (or both) pursuant to any applicable law, statute, rule or regulation,
      including, without limitation, the right to statutorily foreclose on the
      Collateral.

      7.2   POWER OF ATTORNEY. The Borrower does hereby irrevocably make,
constitute, and appoint the Bank and its officers and designees as its true and
lawful attorney-in-fact, with full power in the name of the Bank and/or the
Borrower, to take the following actions upon the occurrence of an Event of
Default: to do any and all acts necessary or proper to carry out the intent of
the Loan Documents (including, without limitation, execute such further
mortgages, pledges and assignments of the Collateral as the Bank may require for
the purpose of protecting, maintaining, or enforcing the security interests
granted to the Bank by the Loan Documents); enforce all of the Borrower's rights
under all agreements with respect to the Collateral, and the Borrower hereby
ratifies and confirms all that the Bank as such attorney-in-fact or its
substitutes shall properly do by virtue of this power of attorney. Such powers
of attorney are coupled with an interest and are therefore irrevocable.

      7.3   RIGHTS AND REMEDIES CUMULATIVE. No right or remedy conferred upon
the Bank in any of the Loan Documents or otherwise available at law or in equity
(or both) shall be exclusive of any other right or remedy contained herein or
therein or otherwise made available. All such rights and remedies are cumulative
and are not exclusive of any right or remedy which the Bank may otherwise have.

      7.4   APPLICATION OF PROCEEDS AFTER EVENT OF DEFAULT. After the occurrence
of an Event of Default, all Collateral in the form of cash, all income on the
Collateral and all proceeds from any sale or other disposition of the Collateral
pursuant hereto shall be applied against the Obligations in such order as the
Bank shall in its sole discretion determine. Any amounts remaining after such
applications shall be remitted to the Borrower or as a court of competent
jurisdiction may otherwise direct.

      7.5   LIMITATIONS OF REMEDIES. Any other provision of this Section 7
notwithstanding, the Bank acknowledges and agrees that all Advances and all
remedies as to such Advances are (i) fully subordinated to and may only be paid
by Borrower after all obligations then due with respect to any rated debt of
Borrower or of any securities issued by Borrower or of any trust of which
Borrower in the originator, in whole or in part, (ii) without recourse by the
Bank against any assets of Borrower, now owned or hereafter acquired, other than
such assets specifically pledged by Borrower and (iii) that such Advances and
all remedies provided for in this Section 7 shall not constitute a claim against
Borrower to the extent the assets, if any, specifically pledged by Borrower are
insufficient to fully pay such Advances.

      7.6   NON-PETITION. The Bank shall not, nor cause Borrower to, petition or
otherwise invoke the process of any court or government authority for the
purpose of commencing or sustaining a case against the Borrower under any
federal or state bankruptcy, insolvency or similar law or appointing a receiver,
liquidator, assignee, trustee, custodian, sequestrator or other similar official
of the Borrower or any substantial part of its property, or ordering the winding
up or liquidation of the affairs of the Borrower.

8.    NOTICES.

      All notices, requests, demands and other communications required or
permitted to be given


                                      -11-
<PAGE>
hereunder shall be in writing and shall be deemed to have been duly given if
telecopied or if delivered by messenger or courier delivery, or sent by first
class mail, postage prepaid, certified or registered, return receipt requested,
as set forth below or at such other address as may be furnished in writing:

                  If to the Borrower:

                  WFS Financial Auto Loans, Inc.
                  23 Pasteur
                  Irvine California 92618
                  Attention:  Mark Olson
                  Fax No.: 949-727-2309

                  With a copy to:

                  Guy DuBose, Esq.
                  23 Pasteur
                  Irvine California 92618
                  Fax No.:  949-753-3085

                  If to the Bank:

                  Western Financial Bank
                  15750 Alton Parkway
                  Irvine, California 92618
                  Attention:  Mark Olson
                  Fax No.: 949-727-2309

Any notice given by messenger or courier delivery as provided in this Section 8
shall be deemed given when delivered if during normal business hours on a
Business Day (or if not, the next Business Day after delivery); any notice given
by telecopier as provided herein shall be deemed given when sent if during
normal business hours on a Business Day (or, if not, the next Business Day after
it is sent), provided that at the time such telecopy is sent, the sending party
receives written confirmation of receipt and forwards a copy of the notice by
mail, messenger or courier delivery as provided herein; any notice given by
first class mail, postage prepaid, certified or registered, return receipt
requested shall be deemed given two (2) Business Days after the date of mailing.
Any party may by notice to the other change the address at which notices and
demands may be given to it.

9.    MISCELLANEOUS.

      9.1   NO WAIVER. No failure or delay on the part of the Bank in notifying
the Borrower of an Event of Default, or in exercising, or partial exercise of,
any right, power or privilege hereunder shall operate as a waiver of any Event
of Default, or privilege or right hereunder or otherwise or preclude any other
or further exercise of any other right power or privilege.



                                      -12-
<PAGE>
      9.2   GOVERNING LAW; SUCCESSORS AND ASSIGNS. This Agreement shall be
subject to, construed and governed by, the laws of the State of California
without giving effect to such state's conflicts of law provisions. This
Agreement may not be assigned, pledged, hypothecated or otherwise encumbered by
the Borrower. Subject to the foregoing sentence, this Agreement shall inure to
the benefit of the Bank (and its successors and assigns) and the Borrower, and
shall be binding upon the successors and assigns of the parties hereto.

      9.3   HEADINGS. Section headings are included for the sake of convenience
only and shall not affect the interpretation of any provision of this Agreement.

      9.4   COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall constitute an original Agreement, but all of
which together shall constitute one and the same instrument.

      9.5   ENTIRE AGREEMENT. The Loan Documents set forth the entire agreement
and understanding of the parties concerning the subject matter of this Agreement
and supersede all prior agreements, arrangements, and understandings regarding
such subject matter between the parties hereto, which agreements, arrangements
and understandings are merged herein.

      9.6   COSTS. Whether or not the transactions hereby contemplated shall be
consummated, the Borrower agrees to pay all out-of-pocket costs and expenses
incurred by the Bank in connection with the transactions hereby contemplated
(including, without limitation, the performance of any due diligence by the
Bank) and the preparation, negotiation, execution, delivery, waiver,
Modification and administration of this Agreement, the other Loan Documents and
any other documentation contemplated hereby or thereby, the making of the
Advances and/or the enforcement or protection of the rights of the Bank in
connection therewith, including but not limited to, the Bank's legal fees and
costs. Such payments shall be made within five (5) Business Days of receipt of a
written demand by the Bank.

      9.7   SEVERABILITY. Any provision of this Agreement or any other Loan
Document which is invalid, illegal or unenforceable in any jurisdiction shall,
as to such jurisdiction, be ineffective to the extent of such invalidity,
illegality or unenforceability without invalidating the remaining provisions
hereof or thereof, and any such invalidity, illegality or unenforceability in
any jurisdiction shall not invalidate or render unenforceable such provision in
any other jurisdiction.

      9.8   AMENDMENTS. No Modification or waiver of any provision of this
Agreement or any of the other Loan Documents, and no consent to any departure by
the Borrower herefrom or therefrom (including, without limitation, any
Modification to or deviation from any form of Loan Document required to be
delivered hereunder by the Borrower), shall in any event be effective unless the
same shall be in writing and signed by the Bank and then such waiver or consent
shall be effective only in the specific instance and for the purpose for which
given.

      9.9   MAXIMUM RATE. No provision of this Agreement shall be deemed to
establish or require the payment of interest at a rate in excess of the maximum
rate permitted by applicable law. In the event



                                      -13-
<PAGE>
that the interest required to be paid under this Agreement exceeds the maximum
rate permitted by applicable law, the interest required to be paid hereunder
shall be automatically reduced to the maximum rate permitted by applicable law.
In the event any interest paid exceeds the then applicable legal rate, the
excess of such interest over the maximum amount of interest permitted to be
charged shall automatically be deemed to be applied to reduce accrued and unpaid
Costs, if any; then to reduce accrued and unpaid interest, if any; and then to
reduce Principal; the balance of any excess Interest remaining after application
of the foregoing, if any, shall be refunded to the Borrower.

            IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the day and year first set forth above.

                                       WFS FINANCIAL AUTO LOANS, INC.

                                       By:______________________________
                                       Its:______________________________


                                       WESTERN FINANCIAL BANK

                                       By:______________________________
                                       Its:______________________________






                                      -14-

</TEXT>
</DOCUMENT>
