INTELLECTUAL PROPERTY LICENSING AGREEMENT

 

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                                                                  EXHIBIT 10.14

 

                    INTELLECTUAL PROPERTY LICENSING AGREEMENT

 

            This Intellectual Property Licensing Agreement ("Agreement"), which

amends and restates in its entirety the Logo License Agreement and incorporates

all previous amendments, is effective as of January 1, 2004 and is by and

between Western Financial Bank (the "Bank") and all of the following entities:

 

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<S>                                             <C>

Westcorp                                        WFS Funding, Inc.

WFS Financial Inc                               WFS Investments, Inc.

Western Consumer Products                       Westran Services Corporation

WFS Receivables Corporation                     WestFin Insurance Agency, Inc.

WFS Receivables Corporation 2                   Western Auto Investments, Inc.

WFS Receivables Corporation 3                   Western Consumer Services, Inc.

WFS Financial Auto Loans, Inc.                  Westhrift Life Insurance Company, Inc.

Western Financial Auto Loans 2, Inc.            Western Reconveyance Company Inc.

The Hammond Company, The Mortgage Bankers       WFS Web Investments, Inc.

WFS Receivables Corporation 4                   Western Financial Associate Solutions

</TABLE>

 

                   Individually referred to as the ("Entity")

 

            WHEREAS, the Bank is the owner of the certain intellectual property

tradenames, trademarks, logos, servicemarks, and the like (hereinafter called

the "Marks") and registrations as set forth in Exhibit A to this Agreement.

 

            WHEREAS, each Entity is desirous of using certain Marks in order to

promote brand name recognition and customer loyalty.

 

            NOW, THEREFORE, in consideration of the foregoing and of the mutual

promises hereinafter set forth, the parties agree as follows:

 

            1. Grant of License. The Bank grants to each Entity a nonexclusive,

nontransferable, royalty-free license to use the Marks in connection with each

Entity's marketing of its products including, but not limited to, the use of

Marks on letterhead, business cards, and other forms of advertising. Each Entity

accepts the license subject to the following terms and conditions.

 

            2. Ownership of Marks. Each Entity acknowledges the ownership of the

Marks as those belonging to the Bank and agrees that it will do nothing

inconsistent with such ownership and that all use of the Marks by the Entity

shall inure to the benefit of and be on behalf of the Bank. Each Entity agrees

that nothing in this Agreement shall give it any right, title or interest in the

Marks other than the right to use the Marks in accordance with this Agreement

and the Entity agrees that it will not attack the title of the Bank to the Marks

or attack the validity of this Agreement.

 

            3. Quality Standards; Form of Use. Each Entity agrees that the

nature and quality of all goods sold by it under the Marks shall be of a high

quality consistent with each Entity's current product line. The Entity agrees

that all related advertising, promotional and other uses of the Marks by it

including appropriate legends, and shall conform to any of the Bank guidelines.

 

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            4. Quality Maintenance. Each Entity agrees to cooperate with the

Bank in facilitating the Bank's verification of such nature and quality, to

permit reasonable inspection of its operation, and to supply the Bank with

specimens of all uses of the Marks upon request. Each Entity shall comply with

all applicable laws and regulations and obtain all appropriate government

approvals pertaining to the sale, distribution, export, import and advertising

of goods and services covered by this Agreement.

 

            5. Infringement Proceedings; No Warranty. Each Entity agrees to

notify the Bank of any unauthorized use of the Marks by others promptly as it

comes to its attention. The Bank shall have the sole right and discretion to

bring or not bring infringement or unfair competition proceedings involving the

Marks. The Bank makes no representations or warranties regarding the Marks, its

rights therein, or the validity thereof.

 

            6. Observation of Corporate Formalities. Each Entity shall at all

times observe the applicable legal requirements for the recognition of Entity as

a corporate entity separate and apart from any other Entity, including without

limitation the following:

 

                  a.    Each Entity shall maintain corporate records and books

                        of account separate from those of the other Entity;

 

                  b.    Each Entity shall hold meetings of its Board of

                        Directors as appropriate to authorize its corporate

                        actions;

 

                  c.    Each Entity shall hold meetings of its shareholder(s) as

                        appropriate and as required by applicable law in the

                        jurisdiction in which organized to authorize its

                        corporate actions;

 

                  d.    Each Entity shall file all reports required by the

                        Secretary of State in any and all jurisdictions in which

                        Entity is licen