Common use of Assignments; Reinsurance; Third-Party Rights Clause in Contracts

Assignments; Reinsurance; Third-Party Rights. (a) This Agreement shall be a continuing obligation of the parties hereto and shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither the Trust, the Seller nor Arcadia Financial may assign its rights under this Agreement, or delegate any of its duties hereunder, without the prior written consent of Financial Security. Any assignment made in violation of this Agreement shall be null and void. (b) Financial Security shall have the right to give participations in its rights under this Agreement and to enter into contracts of reinsurance with respect to the Note Policy upon such terms and conditions as Financial Security may in its discretion determine; PROVIDED, HOWEVER, that no such participation or reinsurance agreement or arrangement shall relieve Financial Security of any of its obligations hereunder or under the Note Policy. (c) In addition, Financial Security shall be entitled to assign or pledge to any bank or other lender providing liquidity or credit with respect to the Transaction or the obligations of Financial Security in connection therewith any rights of Financial Security under the Transaction Documents or with respect to any real or personal property or other interests pledged to Financial Security, or in which Financial Security has a security interest, in connection with the Transaction. (d) Except as provided herein with respect to participants and reinsurers, nothing in this Agreement shall confer any right, remedy or claim, express or implied, upon any Person, including, particularly, any Noteholder (except to the extent provided herein and without limitation of their rights to receive payments with respect to the Trust Property, including without limitation payments under the Note Policy), other than Financial Security, against the Trust, the Seller, Arcadia Financial or the Servicer, and all the terms, covenants, conditions, promises and agreements contained herein shall be for the sole and exclusive benefit of the parties hereto and their successors and permitted assigns. Neither the Trustee, the Owner Trustee nor any Noteholder shall have any right to payment from any premiums paid or payable hereunder or from any other amounts paid by the Seller or Arcadia Financial pursuant to Section 3.02, 3.03 or 3.04 hereof (without limitation to the rights of the Noteholders to receive payments with respect to the Trust Property, as provided in the Indenture and the Trust Agreement).

Assignments; Reinsurance; Third-Party Rights. (a) This Insurance Agreement shall be a continuing obligation of the parties hereto and shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither the Trust, the Seller nor Arcadia Financial No COAF Company may assign its rights under this Insurance Agreement, or delegate any of its duties hereunder, without the prior written consent of Financial Security. Any assignment made in violation of this Agreement shall be null and voidthe Note Insurer. (b) Financial Security The Note Insurer shall have the right to give participations in its rights under this Insurance Agreement and to enter into contracts of reinsurance with respect to the Note Policy Policies upon such terms and conditions as Financial Security the Note Insurer may in its discretion determine; PROVIDEDprovided, HOWEVERhowever, that no such participation or reinsurance agreement or arrangement shall relieve Financial Security the Note Insurer of any of its obligations hereunder or under the Note PolicyPolicies. (c) In addition, Financial Security the Note Insurer shall be entitled to assign or pledge to any bank or other lender providing liquidity or credit with respect to the Transaction or the obligations of Financial Security the Note Insurer in connection therewith any rights of Financial Security the Note Insurer under the Transaction Documents or with respect to any real or personal property or other interests pledged to Financial Securitythe Note Insurer, or in which Financial Security the Note Insurer has a security interest, in connection with the Transaction. (d) Except as provided herein with respect to participants and reinsurers, nothing in this Insurance Agreement shall confer any right, remedy or claim, express or implied, upon any Person, including, particularly, any Noteholder (except to the extent provided herein and without limitation of their rights to receive payments with respect to the Trust Property, including without limitation payments under the Note Policy)Owner, other than Financial Security, the Note Insurer against the Trust, the Seller, Arcadia Financial or the Servicerany COAF Company, and all the terms, covenants, conditions, promises and agreements contained herein shall be for the sole and exclusive benefit of the parties hereto and their successors and permitted assigns. Neither the Indenture Trustee, the Owner Trustee Issuer nor any Noteholder Owner shall have any right to payment from any premiums Premiums paid or payable hereunder or under the Indenture or from any other amounts paid by the Seller or Arcadia Financial any COAF Company pursuant to Section 3.02, 3.03 or 3.04 hereof (without limitation to the rights of the Noteholders to receive payments with respect to the Trust Property, as provided in the Indenture and the Trust Agreement)hereof.

Assignments; Reinsurance; Third-Party Rights. (a) This Agreement shall be a continuing obligation of the parties hereto Seller and the Depositor and shall (i) be binding upon the Seller and the Depositor, its or their successors and assigns and (ii) inure to the benefit of and be enforceable by the parties hereto Insurer and their respective successors its successors, transferees and permitted assigns. Neither the Trust, None of the Seller nor Arcadia Financial the Depositor may assign its rights under this Agreement, or delegate any of its duties rights or obligations hereunder, without the prior written consent of Financial Security. Any assignment made in violation of this Agreement shall be null and voidthe Insurer. (b) Financial Security The Insurer shall have the right to give participations in its rights under this Agreement and to enter into contracts of reinsurance with respect to the Note Policy upon and each such terms participant or reinsurer shall be entitled to the benefit of any representation, warranty, covenant and conditions obligation of the Seller or the Depositor hereunder as Financial Security may in its discretion determineif such participant or reinsurer was a party hereto; PROVIDED, HOWEVER, provided that no such grant of participation or reinsurance agreement or arrangement shall operate to relieve Financial Security the Insurer of any of its obligations hereunder or under the Note Policy. (c) In addition, Financial Security the Insurer shall be entitled to assign or pledge to any bank or other lender providing liquidity or credit with respect to the Transaction or the obligations of Financial Security the Insurer in connection therewith any rights of Financial Security the Insurer under the Transaction Documents or with respect to any real or personal property or other interests pledged to Financial Securitythe Insurer, or in which Financial Security the Insurer has a security interest, in connection with the Transaction. (d) Except as provided herein with respect to participants and reinsurers, nothing in this Agreement shall confer any right, remedy or claim, express or implied, upon any Personperson, including, particularly, any Noteholder (except to the extent provided herein and without limitation Holder of their rights to receive payments with respect to the Trust Property, including without limitation payments under the Note Policy)a Certificate, other than Financial Securitythe Insurer, against the Trust, Seller and the Seller, Arcadia Financial or the Servicer, Depositor and all the terms, covenants, conditions, promises and agreements contained herein shall be for the sole and exclusive benefit of the parties hereto and their successors and permitted assignssuccessors. Neither the Trustee, the Owner Trustee nor any Noteholder Holder of a Certificate shall have any right to payment from any premiums the premium paid or payable hereunder or from any other amounts paid by the Seller or Arcadia Financial pursuant to Section 3.02, 3.03 or 3.04 hereof (without limitation to the rights of the Noteholders to receive payments with respect to the Trust Property, as provided in the Indenture and the Trust Agreement)hereof.

Assignments; Reinsurance; Third-Party Rights. (a) This Insurance Agreement shall be a continuing obligation of the parties hereto and shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither the Trust, the Seller nor Arcadia Financial No COAF Company may assign its rights under this Insurance Agreement, or delegate any of its duties hereunder, without the prior written consent of Financial Security. Any assignment made in violation of this Agreement shall be null and voidthe Note Insurer. (b) Financial Security The Note Insurer shall have the right to give participations in its rights under this Insurance Agreement and to enter into contracts of reinsurance with respect to the Note Policy Policies upon such terms and conditions as Financial Security the Note Insurer may in its discretion determine; PROVIDEDprovided, HOWEVERhowever, that no such participation or reinsurance agreement or arrangement shall relieve Financial Security the Note Insurer of any of its obligations hereunder or under the Note PolicyPolicies. (c) In addition, Financial Security the Note Insurer shall be entitled to assign or pledge to any bank or other lender providing liquidity or credit with respect to the Transaction or the obligations of Financial Security the Note Insurer in connection therewith any rights of Financial Security the Note Insurer under the Transaction Documents or with respect to any real or personal property or other interests pledged to Financial Securitythe Note Insurer, or in which Financial Security the Note Insurer has a security interest, in connection with the Transaction. (d) Except as provided herein with respect to participants and reinsurers, nothing in this Insurance Agreement shall confer any right, remedy or claim, express or implied, upon any Person, including, particularly, any Noteholder (except to the extent provided herein and without limitation of their rights to receive payments with respect to the Trust Property, including without limitation payments under the Note Policy)Owner, other than Financial Security, the Note Insurer against the Trust, the Seller, Arcadia Financial or the Servicerany COAF Company, and all the terms, covenants, conditions, promises and agreements contained herein shall be for the sole and exclusive benefit of the parties hereto and their successors and permitted assigns. Neither the Indenture Trustee, the Owner Trustee Issuer nor any Noteholder Owner shall have any right to payment from any premiums Premiums paid or payable hereunder or under the Transaction Documents or from any other amounts paid by the Seller or Arcadia Financial any COAF Company pursuant to Section 3.02, 3.03 or 3.04 hereof (without limitation to the rights of the Noteholders to receive payments with respect to the Trust Property, as provided in the Indenture and the Trust Agreement)hereof.

Assignments; Reinsurance; Third-Party Rights. (a) This Insurance Agreement shall be a continuing obligation of the parties hereto and shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither the TrustNone of IOS Capital, the Seller nor Arcadia Financial or the Issuer may assign its rights under this Insurance Agreement, or delegate any of its duties hereunder, without the prior written consent of Financial Securitythe Insurer. Any assignment assignments made in violation of this Insurance Agreement shall be null and void. (b) Financial Security The Insurer shall have the right to give participations in its rights under this Insurance Agreement and to enter into contracts of reinsurance with respect to the Note Policy upon such terms and conditions as Financial Security the Insurer may in its discretion determine; PROVIDEDprovided, HOWEVERhowever, that no such participation or -------- ------- reinsurance agreement or arrangement shall relieve Financial Security the Insurer of any of its obligations hereunder or under either Policy and provided further that any reinsurer or participant will not have any rights against IOS Capital, the Note Noteholders or the Indenture Trustee and that IOS Capital, the Noteholders and the Indenture Trustee shall have no obligation to have any communication or relationship with any reinsurer or participant in order to enforce the obligations of the Insurer hereunder and under either Policy. (c) In addition, Financial Security shall be entitled to assign or pledge to any bank or other lender providing liquidity or credit with respect to the Transaction or the obligations of Financial Security in connection therewith any rights of Financial Security under the Transaction Documents or with respect to any real or personal property or other interests pledged to Financial Security, or in which Financial Security has a security interest, in connection with the Transaction. (d) Except as provided herein with respect to participants and reinsurers, nothing in this Insurance Agreement shall confer any right, remedy or claim, express or implied, upon any Person, including, particularly, any Noteholder (except to the extent provided herein and without limitation of their rights to receive payments with respect to the Trust Property, including without limitation payments under the Note Policy)Holder, other than Financial Security, the Insurer against IOS Capital or IOS Capital against the Trust, the Seller, Arcadia Financial or the Servicer, Insurer and all the terms, covenants, conditions, promises and agreements contained herein shall be for the sole and exclusive benefit of the parties hereto and their successors and permitted assigns. Neither the Trustee, the Owner Indenture Trustee nor any Noteholder Holder shall have any right to payment from any premiums Premiums paid or payable hereunder or under the Indenture or from any other amounts paid by the Seller or Arcadia Financial IOS Capital pursuant to Section 3.02, Sections 3.02 or 3.03 or 3.04 hereof (without limitation to the rights of the Noteholders to receive payments with respect to the Trust Property, as provided in the Indenture and the Trust Agreement)hereof.

Assignments; Reinsurance; Third-Party Rights. (a) This Insurance Agreement shall be a continuing obligation of the parties hereto and shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither None of the TrustServicer, the Seller Indenture Trustee, the Back-up Servicer, the Seller, the Issuer, the Owner Trustee nor Arcadia Financial the Depositor may assign its rights under this Insurance Agreement, or delegate any of its duties hereunder, without the prior written consent of Financial Securitythe Insurer. Any assignment made in violation of this Insurance Agreement shall be null and void. (b) Financial Security The Insurer shall have the right to give participations in its rights under this Insurance Agreement and to enter into contracts of reinsurance with respect to the Note Policy upon such terms and conditions as Financial Security the Insurer may in its discretion determine; PROVIDEDprovided, HOWEVERhowever, that no such participation or reinsurance agreement or arrangement shall relieve Financial Security the Insurer of any of its obligations hereunder or under the Note Policy. (c) In addition, Financial Security the Insurer shall be entitled to assign or pledge to any bank or other lender providing liquidity or credit with respect to the Transaction or the obligations of Financial Security the Insurer in connection therewith any rights of Financial Security the Insurer under the Transaction Documents or with respect to any real or personal property or other interests pledged to Financial Securitythe Insurer, or in which Financial Security the Insurer has a security interest, in connection with the Transaction. (d) Except as provided herein with respect to participants and reinsurers, nothing in this Insurance Agreement shall confer any right, remedy or claim, express or implied, upon any Person, including, particularly, any Noteholder (except to the extent provided herein and without limitation of their rights to receive payments with respect to the Trust Property, including without limitation payments under the Note Policy)Owner, other than Financial Security, the Insurer against the TrustServicer, the Indenture Trustee, the Back-up Servicer, the Seller, Arcadia Financial the Issuer, the Owner Trustee or the ServicerDepositor, and all the terms, covenants, conditions, promises and agreements contained herein shall be for the sole and exclusive benefit of the parties hereto and their successors and permitted assigns. Neither the Trustee, the Owner Indenture Trustee nor any Noteholder Owner shall have any right to payment from any premiums Insurance Premiums paid or payable hereunder or under the Sale and Allocation Agreement or from any other amounts paid by the Servicer, the Indenture Trustee, the Back-up Servicer, the Seller or Arcadia Financial the Depositor pursuant to Section 3.02, 3.03 or 3.04 hereof hereof. (without limitation to e) The Servicer, the Seller, the Depositor , the Back-up Servicer, the Issuer, the Owner Trustee and the Indenture Trustee agree that the Insurer shall have all rights of the Noteholders to receive payments with a third-party beneficiary in respect to the Trust Property, as provided in of the Indenture and each other Transaction Document to which it is not a signing party and hereby incorporate and restate their representations, warranties and covenants as set forth therein for the Trust Agreement)benefit of the Insurer.

Assignments; Reinsurance; Third-Party Rights. (a) This Agreement shall be a continuing obligation of the parties hereto and shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither None of the Trust, AmeriCredit, the Seller nor Arcadia Financial Company or Funding Trust may assign its rights under this Agreement, or delegate any of its duties hereunder, without the prior written consent of Financial Security. Any assignment made in violation of this Agreement shall be null and void. (b) Financial Security shall have the right to give participations in its rights under this Agreement and to enter into contracts of reinsurance with respect to the Note Policy upon such terms and conditions as Financial Security may in its discretion determine; PROVIDEDprovided, HOWEVERhowever, that no such participation or reinsurance agreement or arrangement shall relieve Financial Security of any of its obligations hereunder or under the Note Policy. (c) In addition, Financial Security shall be entitled to assign or pledge to any bank or other lender providing liquidity or credit with respect to the Transaction or the obligations of Financial Security in connection therewith any rights of Financial Security under the Transaction Documents or with respect to any real or personal property or other interests pledged to Financial Security, or in which Financial Security has a security interest, in connection with the Transaction. (d) Except as provided herein with respect to participants and reinsurers, nothing in this Agreement shall confer any right, remedy or claim, express or implied, upon any Person, including, particularly, any Noteholder (except to or the extent provided herein and without limitation of their rights to receive payments with respect to the Trust Property, including without limitation payments under the Note Policy)Certificateholder, other than Financial Security, against the Trust, AmeriCredit, the Seller, Arcadia Financial Company or the ServicerFunding Trust, and all the terms, covenants, conditions, promises and agreements contained herein shall be for the sole and exclusive benefit of the parties hereto and their successors and permitted assigns. Neither None of the Indenture Trustee, the Owner Trustee nor any Noteholder or the Certificateholder shall have any right to payment from any premiums paid or payable hereunder or from any other amounts paid by the Seller or Arcadia Financial AmeriCredit pursuant to Section 3.023.2, 3.03 3.3 or 3.04 hereof (without limitation to the rights of the Noteholders to receive payments with respect to the Trust Property, as provided in the Indenture and the Trust Agreement)3.5 hereof.

Assignments; Reinsurance; Third-Party Rights. (a) This Insurance Agreement shall be a continuing obligation of the parties hereto and shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither None of the TrustIssuer, the Seller nor Arcadia Financial Master Servicer, the Eligible Lender Trustee, the Indenture Trustee, the Seller, the Administrator or the Depositor may assign its rights under this Insurance Agreement, or delegate any of its duties hereunder, without the prior written consent of Financial Securitythe Insurer. Any assignment made in violation of this Insurance Agreement shall be null and void. (b) Financial Security The Insurer shall have the right to give participations in its rights under this Insurance Agreement and to enter into contracts of reinsurance with respect to the Note Policy upon such terms and conditions as Financial Security the Insurer may in its discretion determine; PROVIDEDprovided, HOWEVERhowever, that no such participation or reinsurance agreement or arrangement shall relieve Financial Security the Insurer of any of its obligations hereunder or under the Note Policy. (c) In addition, Financial Security the Insurer shall be entitled to assign or pledge to any bank or other lender providing liquidity or credit with respect to the Transaction or the obligations of Financial Security the Insurer in connection therewith any rights of Financial Security the Insurer under the Transaction Documents or with respect to any real or personal property or other interests pledged to Financial Securitythe Insurer, or in which Financial Security the Insurer has a security interest, in connection with the Transaction. (d) Except as provided herein with respect to participants and reinsurers, nothing in this Insurance Agreement shall confer any right, remedy or claim, express or implied, upon any Person, including, particularly, any Noteholder (except to the extent provided herein and without limitation of their rights to receive payments with respect to the Trust Property, including without limitation payments under the Note Policy)Owner, other than Financial Security, the Insurer against the TrustIssuer, the Master Servicer, the Eligible Lender Trustee, the Indenture Trustee, the Seller, Arcadia Financial the Administrator or the ServicerDepositor, and all the terms, covenants, conditions, promises and agreements contained herein shall be for the sole and exclusive benefit of the parties hereto and their successors and permitted assigns. Neither the Trustee, the Owner Indenture Trustee nor any Noteholder Owner shall have any right to payment from any premiums Premiums paid or payable hereunder or under the Indenture or from any other amounts paid by the Seller Issuer, the Master Servicer, the Eligible Lender Trustee, the Indenture Trustee, the Seller, the Administrator or Arcadia Financial the Depositor pursuant to Section 3.02, 3.03 or 3.04 hereof hereof. (without limitation to e) The Issuer, the Master Servicer, the Indenture Trustee, the Seller, the Depositor, the Administrator and the Eligible Lender Trustee agree that the Insurer shall have all rights of a third-party beneficiary in respect of the Noteholders Indenture, the Sale and Servicing Agreement and each other Transaction Document to receive payments with respect to which it is not a signing party and hereby incorporate and restate their representations, warranties and covenants as set forth therein for the Trust Property, as provided in benefit of the Indenture and the Trust Agreement)Insurer.

Assignments; Reinsurance; Third-Party Rights. (a) This Agreement shall be a continuing obligation of the parties hereto and shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither the Trust, First Class GP Certificateholder, Second Class GP Certificateholder, the Seller nor Arcadia Financial OFL may assign its rights under this Agreement, or delegate any of its duties hereunder, without the prior written consent of Financial Security. Any assignment made in violation of this Agreement shall be null and void. (b) Financial Security shall have the right to give participations in its rights under this Agreement and to enter into contracts of reinsurance with respect to the Note Policy Policies upon such terms and conditions as Financial Security may in its discretion determine; PROVIDED, HOWEVER, that no such participation or reinsurance agreement or arrangement shall relieve Financial Security of any of its obligations hereunder or under the Note PolicyPolicies. (c) In addition, Financial Security shall be entitled to assign or pledge to any bank or other lender providing liquidity or credit with respect to the Transaction or the obligations of Financial Security in connection therewith any rights of Financial Security under the Transaction Documents or with respect to any real or personal property or other interests pledged to Financial Security, or in which Financial Security has a security interest, in connection with the Transaction. (d) Except as provided herein with respect to participants and reinsurers, nothing in this Agreement shall confer any right, remedy or claim, express or implied, upon any Person, including, particularly, any Noteholder or Certificateholder (except to the extent provided herein and without limitation of their rights to receive payments with respect to the Trust Property, including without limitation payments under the Note Policyrespective Policies), other than Financial Security, against the Trust, either Class GP Certificateholder, the Seller, Arcadia Financial OFL or the Servicer, and all the terms, covenants, conditions, promises and agreements contained herein shall be for the sole and exclusive benefit of the parties hereto and their successors and permitted assigns. Neither the Trustee, the Owner Trustee nor any Noteholder or Certificateholder shall have any right to payment from any premiums paid or payable hereunder or from any other amounts paid by the Seller or Arcadia Financial OFL pursuant to Section 3.02, 3.03 or 3.04 hereof (without limitation to the rights of the Noteholders and the Certificateholders to receive payments with respect to the Trust Property, as provided in the Indenture and the Trust Agreement).

Assignments; Reinsurance; Third-Party Rights. (a) This Insurance Agreement shall be a continuing obligation of the parties hereto and shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither None of the Trust, the Seller nor Arcadia Financial Company Parties may assign its rights under this Insurance Agreement, or delegate any of its duties hereunder, without the prior written consent of Financial Securitythe Insurer. Any assignment assignments made in violation of this Insurance Agreement shall be null and void. (b) Financial Security The Insurer shall have the right to give participations in its rights under this Insurance Agreement and to enter into contracts of reinsurance with respect to the Note Ambac Policy upon such terms and conditions as Financial Security the Insurer may in its discretion determine; PROVIDEDprovided, HOWEVERhowever, that no such participation or reinsurance agreement or arrangement shall relieve Financial Security the Insurer of any of its obligations hereunder or under the Note Ambac Policy, and provided further that any reinsurer or participant will not have any rights against the Company Parties, the Noteholders or the Indenture Trustee and that the Company Parties, the Noteholders and the Indenture Trustee shall have no obligation to have any communication or relationship with any reinsurer or participant in order to enforce the obligations of the Insurer hereunder and under the Ambac Policy. (c) In addition, Financial Security the Insurer shall be entitled to assign or pledge to any bank or bank, other lender or reinsurer providing liquidity or credit with respect to the Transaction or the obligations of Financial Security the Insurer in connection therewith therewith, any rights of Financial Security the Insurer under the Transaction Basic Documents or with respect to any real or personal property or other interests pledged to Financial Security, the Insurer or in which Financial Security the Insurer has a security interest, in connection with the Transaction, subject in each case to the liens granted pursuant to the Basic Documents, provided, that no such bank or other lender shall thereby obtain any direct right against Company Parties, the Noteholders or the Indenture Trustee, and further provided, that no such assignment or pledge shall give any assignee the right to exercise any discretionary authority that the Basic Documents provide shall be exercisable by the Insurer or relieve the Insurer of any of its obligations hereunder or under the Ambac Policy. (d) Except as provided herein with respect to participants and reinsurers, nothing in this Insurance Agreement shall confer any right, remedy or claim, express or implied, upon any PersonPerson not a party hereto, including, particularly, any Noteholder (except to the extent provided herein and without limitation of their rights to receive payments with respect to the Trust Property, including without limitation payments under the Note Policy)Noteholders, other than Financial Security, the rights of the Insurer against the Trust, the Seller, Arcadia Financial or the Servicer, Company Parties and all the terms, covenants, conditions, promises and agreements contained herein shall be for the sole and exclusive benefit of the parties hereto and their successors and permitted assigns. Neither the Trustee, the Owner Indenture Trustee nor any Noteholder Noteholders shall have any right to payment from any premiums Premiums paid or payable hereunder or under the Indenture or from any other amounts paid by the Issuer, the Seller or Arcadia Financial Alliance pursuant to Section 3.02, 3.03 Sections 3.3 or 3.04 hereof (without limitation to the rights of the Noteholders to receive payments with respect to the Trust Property, as provided in the Indenture and the Trust Agreement)3.4 hereof.

Assignments; Reinsurance; Third-Party Rights. (a) This Insurance Agreement shall be a continuing obligation of the parties hereto and shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither None of the Trust, the Seller nor Arcadia Financial Transaction Parties may assign its rights under this Insurance Agreement, or delegate any of its duties hereunder, without the prior written consent of Financial Securitythe Insurer. Any assignment assignments made in violation of this Insurance Agreement shall be null and void. (b) Financial Security The Insurer shall have the right to give participations in its rights under this Insurance Agreement and to enter into contracts of reinsurance with respect to the Note FSA Policy upon such terms and conditions as Financial Security the Insurer may in its discretion determine; PROVIDEDprovided, HOWEVERhowever, that no such participation or reinsurance agreement or arrangement shall relieve Financial Security the Insurer of any of its obligations hereunder or under the Note FSA Policy, and provided, further, that any reinsurer or participant will not have any rights against the Transaction Parties or the Holders and that none of the Transaction Parties or the Holders shall have any obligation to have any communication or relationship with any reinsurer or participant in order to enforce the obligations of the Insurer hereunder and under the FSA Policy. (c) In addition, Financial Security The Insurer shall be entitled to assign or pledge to any bank or bank, other lender or reinsurer providing liquidity or credit with respect to the Transaction or the obligations of Financial Security the Insurer in connection therewith therewith, any rights of Financial Security the Insurer under the Transaction Documents or with respect to any real or personal property or other interests pledged to Financial Security, the Insurer or in which Financial Security the Insurer has a security interest, in connection with the Transaction, subject in each case to the liens granted pursuant to the Transaction Documents; provided that no such bank or other lender shall thereby obtain any direct right against Transaction Parties or the Holders, and further, provided; that no such assignment or pledge shall give any assignee the right to exercise any discretionary authority that the Transaction Documents provide shall be exercisable by the Insurer or relieve the Insurer of any of its obligations hereunder or under the FSA Policy. (d) Except as provided herein with respect to participants and reinsurers, nothing in this Insurance Agreement shall confer any right, remedy or claim, express or implied, upon any Person, including, particularly, any Noteholder (except to the extent provided herein and without limitation of their rights to receive payments with respect to the Trust PropertyPerson not a party hereto, including without limitation payments under the Note Policy)any Holders, other than Financial Security, the rights of the Insurer against the Trust, the Seller, Arcadia Financial or the Servicer, Transaction Parties and all the terms, covenants, conditions, promises and agreements contained herein shall be for the sole and exclusive benefit of the parties hereto and their successors and permitted assigns. Neither the Trustee, the Owner Indenture Trustee nor any Noteholder Holders shall have any right to payment from any premiums Premiums paid or payable hereunder or under the Indenture or from any other amounts paid by the Seller Issuer or Arcadia Financial Triad pursuant to Section 3.02Sections 3.2, 3.03 3.3 or 3.04 hereof (without limitation to the rights of the Noteholders to receive payments with respect to the Trust Property, as provided in the Indenture and the Trust Agreement)3.4 hereof.

Assignments; Reinsurance; Third-Party Rights. (a) This Agreement shall be a continuing obligation of the parties hereto and shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither the Trust, the Seller nor Arcadia Financial The Issuer may not assign its rights under this Agreement, or delegate any of its duties hereunder, without the prior express written consent of Financial SecurityAmbac, except to the extent provided in the Transaction Documents. Any assignment made in violation of this Agreement by the Issuer without the prior express written consent of Ambac shall be null and void. (b) Financial Security Ambac shall have the right to give grant participations in its rights under this Agreement and to enter into contracts of reinsurance with respect to the Note Preferred Shares Insurance Policy upon such terms and conditions as Financial Security Ambac may determine in its discretion determinesole discretion; PROVIDEDprovided, HOWEVERhowever, that no such participation or reinsurance agreement or arrangement shall relieve Financial Security Ambac of any of its obligations hereunder or under the Note Preferred Shares Insurance Policy. (c) In addition, Financial Security Ambac shall be entitled to assign or pledge to any bank or other lender providing liquidity or credit with respect to the Transaction Transactions or the obligations of Financial Security Ambac in connection therewith therewith, any rights of Financial Security Ambac under the Transaction Documents or with respect to any real or personal property or other interests pledged to Financial Security, Ambac or in which Financial Security Ambac has a security interest, in connection with the TransactionTransactions, subject in each case to the Liens granted pursuant to the Transaction Documents, provided that no such bank or other lender shall thereby obtain any direct right against the Issuer and further provided that no such assignment or pledge shall give any assignee the right to exercise any discretionary authority that the Transaction Documents provide shall be exercisable by Ambac and further provided that no such assignment shall relieve Ambac of any of its obligations hereunder or under the Preferred Shares Insurance Policy. (d) Except as provided herein with respect to participants participants, reinsurers and reinsurersIndemnified Parties, nothing in this Agreement shall confer any right, remedy or claim, express or implied, upon any Person, including, particularly, any Noteholder (except to the extent provided herein and without limitation of their rights to receive payments with respect to the Trust Property, including without limitation payments under the Note Policy)Lender, other than Financial SecurityAmbac, against the Trust, the Seller, Arcadia Financial or the ServicerIssuer, and all the terms, covenants, conditions, promises and agreements contained herein shall be for the sole and exclusive benefit of the parties hereto and their successors and permitted assigns. Neither the Trustee, the Owner Trustee nor any Noteholder No Person other than Ambac shall have any right to payment from any premiums paid or payable hereunder or from any other amounts paid by the Seller or Arcadia Financial Issuer pursuant to Section 3.02, 3.03 or 3.04 hereof (without limitation to the rights of the Noteholders to receive payments with respect to the Trust Property, as provided in the Indenture and the Trust Agreement)Article IV.

Assignments; Reinsurance; Third-Party Rights. (a) This Insurance Agreement shall be a continuing obligation of the parties hereto and shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither None of the TrustServicer, the Seller nor Arcadia Financial Indenture Trustee, RBMG, the Sub-Servicer, the Issuer, the Company, Funding Co., First Union or the Depositor may assign its rights under this Insurance Agreement, or delegate any of its duties hereunder, without the prior written consent of Financial Securitythe Insurer. Any assignment made in violation of this Insurance Agreement shall be null and void. (b) Financial Security The Insurer shall have the right to give participations in its rights under this Insurance Agreement and to enter into contracts of reinsurance with respect to the Note Policy upon such terms and conditions as Financial Security the Insurer may in its discretion determine; PROVIDEDprovided, HOWEVERhowever, that no such participation or reinsurance agreement or arrangement shall relieve Financial Security the Insurer of any of its obligations hereunder or under the Note Policy. (c) In addition, Financial Security the Insurer shall be entitled to assign or pledge to any bank or other lender providing liquidity or credit with respect to the Transaction or the obligations of Financial Security the Insurer in connection therewith any rights of Financial Security the Insurer under the Transaction Documents or with respect to any real or personal property or other interests pledged to Financial Securitythe Insurer, or in which Financial Security the Insurer has a security interest, in connection with the Transaction. (d) Except as provided herein with respect to participants and reinsurers, nothing in this Insurance Agreement shall confer any right, remedy or claim, express or implied, upon any Person, including, particularly, any Noteholder (except to the extent provided herein and without limitation of their rights to receive payments with respect to the Trust Property, including without limitation payments under the Note Policy)Owner, other than Financial Security, the Insurer against the TrustServicer, the SellerIndenture Trustee, Arcadia Financial RBMG, the Sub-Servicer, the Issuer, the Company, Funding Co., First Union or the ServicerDepositor, and all the terms, covenants, conditions, promises and agreements contained herein shall be for the sole and exclusive benefit of the parties hereto and their successors and permitted assigns. Neither the Trustee, the Owner Indenture Trustee nor any Noteholder Owner shall have any right to payment from any premiums Bond Insurer Premiums paid or payable hereunder or under the Indenture or from any other amounts paid by the Seller Servicer, the Indenture Trustee, RBMG, the Sub-Servicer, the Issuer, the Company, Funding Co., First Union or Arcadia Financial the Depositor pursuant to Section 3.02, 3.03 3.03, 3.04, 3.05, 3.06 or 3.04 hereof 3.07 hereof. (without limitation to e) The Servicer, the Company, Funding Co., RBMG, the Sub-Servicer, the Depositor, the Issuer and the Indenture Trustee agree that the Insurer shall have all rights of a third-party beneficiary in respect of the Noteholders to receive payments with respect to Indenture, the Servicing Agreement, the Sub-Servicing Agreement, the Trust PropertyAgreement and each other Transaction Document to which it is not a signing party and hereby incorporate and restate their representations, warranties and covenants as provided in set forth therein for the Indenture and benefit of the Trust Agreement)Insurer.

Assignments; Reinsurance; Third-Party Rights. (a) This Agreement shall be a continuing obligation of the parties hereto and shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither the Trust, the Seller nor Arcadia Financial The Borrower may not assign its rights under this Agreement, or delegate any of its duties hereunder, without the prior express written consent of Financial SecurityAmbac, except to the extent provided in the Transaction Documents. Any assignment made in violation of this Agreement by the Borrower without the prior express written consent of Ambac shall be null and void. (b) Financial Security Ambac shall have the right to give grant participations in its rights under this Agreement and to enter into contracts of reinsurance with respect to the Note Loans Insurance Policy upon such terms and conditions as Financial Security Ambac may determine in its discretion determinesole discretion; PROVIDEDprovided, HOWEVERhowever, that no such participation or reinsurance agreement or arrangement shall relieve Financial Security Ambac of any of its obligations hereunder or under the Note Loans Insurance Policy. (c) In addition, Financial Security Ambac shall be entitled to assign or pledge to any bank or other lender providing liquidity or credit with respect to the Transaction Transactions or the obligations of Financial Security Ambac in connection therewith therewith, any rights of Financial Security Ambac under the Transaction Documents or with respect to any real or personal property or other interests pledged to Financial Security, Ambac or in which Financial Security Ambac has a security interest, in connection with the TransactionTransactions, subject in each case to the Liens granted pursuant to the Transaction Documents, provided that no such bank or other lender shall thereby obtain any direct right against the Borrower and further provided that no such assignment or pledge shall give any assignee the right to exercise any discretionary authority that the Transaction Documents provide shall be exercisable by Ambac and further provided that no such assignment shall relieve Ambac of any of its obligations hereunder or under the Loans Insurance Policy. (d) Except as provided herein with respect to participants participants, reinsurers and reinsurersIndemnified Parties, nothing in this Agreement shall confer any right, remedy or claim, express or implied, upon any Person, including, particularly, any Noteholder (except to the extent provided herein and without limitation of their rights to receive payments with respect to the Trust Property, including without limitation payments under the Note Policy)Lender, other than Financial SecurityAmbac, against the Trust, the Seller, Arcadia Financial or the ServicerBorrower, and all the terms, covenants, conditions, promises and agreements contained herein shall be for the sole and exclusive benefit of the parties hereto and their successors and permitted assigns. Neither the Trustee, the Owner Trustee nor any Noteholder No Person other than Ambac shall have any right to payment from any premiums paid or payable hereunder or from any other amounts paid by the Seller or Arcadia Financial Borrower pursuant to Section 3.02, 3.03 or 3.04 hereof (without limitation to the rights of the Noteholders to receive payments with respect to the Trust Property, as provided in the Indenture and the Trust Agreement)Article IV.

Assignments; Reinsurance; Third-Party Rights. (a) This Agreement shall be a continuing obligation of the parties hereto and shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither None of the Trust, AmeriCredit, the Seller nor Arcadia Financial Company or AFS SenSub may assign its rights under this Agreement, or delegate any of its duties hereunder, without the prior written consent of Financial Security. Any assignment made in violation of this Agreement shall be null and void. (b) Financial Security shall have the right to give participations in its rights under this Agreement and to enter into contracts of reinsurance with respect to the Note Policy any one or more Policies upon such terms and conditions as Financial Security may in its discretion determine; PROVIDEDprovided, HOWEVERhowever, that no such participation or reinsurance agreement or arrangement shall relieve Financial Security of any of its obligations hereunder or under the Note Policysuch Policies. (c) In addition, Financial Security shall be entitled to assign or pledge to any bank or other lender providing liquidity or credit with respect to the Transaction or the obligations of Financial Security in connection therewith any rights of Financial Security under the Transaction Documents or with respect to any real or personal property or other interests pledged to Financial Security, or in which Financial Security has a security interest, in connection with the Transaction. (d) Except as provided herein with respect to participants and reinsurers, nothing in this Agreement shall confer any right, remedy or claim, express or implied, upon any Person, including, particularly, any Noteholder (except to or the extent provided herein and without limitation of their rights to receive payments with respect to the Trust Property, including without limitation payments under the Note Policy)Certificateholder, other than Financial Security, against the Trust, AmeriCredit, the Seller, Arcadia Financial Company or the ServicerAFS SenSub, and all the terms, covenants, conditions, promises and agreements contained herein shall be for the sole and exclusive benefit of the parties hereto and their successors and permitted assigns. Neither None of the Indenture Trustee, the Owner Trustee nor any Noteholder or the Certificateholder shall have any right to payment from any premiums paid or payable hereunder or from any other amounts paid by the Seller or Arcadia Financial AmeriCredit pursuant to Section 3.023.2, 3.03 3.3 or 3.04 hereof (without limitation to the rights of the Noteholders to receive payments with respect to the Trust Property, as provided in the Indenture and the Trust Agreement)3.5 hereof.

Assignments; Reinsurance; Third-Party Rights. (a) This Insurance Agreement shall be a continuing obligation of the parties hereto and shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither the TrustThe Seller, the Seller nor Arcadia Financial Sponsor, the Servicer, the Subservicer and the Depositor may not assign its their respective rights under this Insurance Agreement, or delegate any of its duties hereunder, without the prior written consent of Financial Securitythe Insurer. Any assignment assignments made in violation of this Insurance Agreement shall be null and void. (b) Financial Security The Insurer shall have the right to give participations in its rights under this Insurance Agreement and to enter into contracts of reinsurance with respect to the Note Policy upon such terms and conditions as Financial Security the Insurer may in its discretion determine; PROVIDEDprovided, HOWEVERhowever, that no such participation or reinsurance agreement or arrangement shall relieve Financial Security the Insurer of any of its obligations hereunder or under the Note Policy; and provided, further, that any reinsurer or participant will not have any rights against the Seller, the Sponsor, the Servicer, the Depositor, the Holders or the Indenture Trustee and that the Seller, the Sponsor, the Servicer, the Depositor, the Holders and the Indenture Trustee shall have no obligation to have any communication or relationship with any reinsurer or participant in order to enforce the obligations of the Insurer hereunder and under the Policy. (c) In addition, Financial Security shall be entitled to assign or pledge to any bank or other lender providing liquidity or credit with respect to the Transaction or the obligations of Financial Security in connection therewith any rights of Financial Security under the Transaction Documents or with respect to any real or personal property or other interests pledged to Financial Security, or in which Financial Security has a security interest, in connection with the Transaction. (d) Except as provided herein with respect to participants and reinsurers, nothing in this Insurance Agreement shall confer any right, remedy or claim, express or implied, upon any Person, including, particularly, any Noteholder (except to the extent provided herein and without limitation of their rights to receive payments with respect to the Trust Property, including without limitation payments under the Note Policy)Holder, other than Financial Security, the Insurer against the Trust, the Seller, Arcadia Financial or the Sponsor, the Servicer, the Subservicer and the Depositor, or the Seller, the Sponsor, the Servicer, the Subservicer and the Depositor against the Insurer and all the terms, covenants, conditions, promises and agreements contained herein shall be for the sole and exclusive benefit of the parties hereto and their successors and permitted assigns. Neither the Trustee, the Owner Indenture Trustee nor any Noteholder Holder shall have any right to payment from any premiums Premium paid or payable hereunder or under the Indenture or from any other amounts paid by the Seller or Arcadia Financial and the Depositor pursuant to Section 3.02, 3.03 Sections 3.02 or 3.04 hereof (without limitation to the rights of the Noteholders to receive payments with respect to the Trust Property, as provided in the Indenture and the Trust Agreement)3.03.

Assignments; Reinsurance; Third-Party Rights. (a) This Agreement shall be a continuing obligation of the parties hereto Fund and shall (i) be binding upon the Fund and its respective successors and assigns, and (ii) inure to the benefit of the parties hereto and their respective successors be enforceable by Financial Security and permitted its successors, transferees and assigns. Neither the Trust, the Seller nor Arcadia Financial The Fund may not assign its rights under this Agreement, or delegate any of its duties hereunder, without the prior written consent of Financial Security. Any Nothing contained herein shall restrict Financial Security from assigning to any lender or lenders under any liquidity facility any rights of Financial Security under this Agreement or with respect to any real or personal property or other interests pledged to Financial Security, or in which Financial Security has a security interest, in connection with the transaction contemplated hereby. No assignment made in violation by Financial Security of any of its rights or obligations under this Agreement shall be null discharge any obligation of Financial Security under the Surety Bond or give any party other than Financial Security the right to exercise rights, consents and voidwaivers hereunder. (b) Financial Security shall have the right to give participations in its rights under this Agreement and to enter into contracts of reinsurance with respect to the Note Policy upon Surety Bond and each such terms and conditions as Financial Security may in its discretion determine; PROVIDED, HOWEVER, that no such participation participant or reinsurance agreement or arrangement reinsurer shall relieve Financial Security be entitled to the benefit of any representation, warranty, covenant and obligation of its obligations the Fund hereunder as if such participant or under the Note Policyreinsurer was a party hereto. (c) In addition, Financial Security shall be entitled to assign or pledge to any bank or other lender providing liquidity or credit with respect to the Transaction or the obligations of Financial Security in connection therewith any rights of Financial Security under the Transaction Documents or with respect to any real or personal property or other interests pledged to Financial Security, or in which Financial Security has a security interest, in connection with the Transaction. (d) Except as provided herein with respect to participants and reinsurersreinsurers and as provided in the Surety Bond, nothing in this Agreement shall confer any right, remedy or claim, express or implied, upon any Person, including, particularly, any Noteholder (except to the extent provided herein and without limitation of their rights to receive payments with respect to the Trust Property, including without limitation payments under the Note Policy)Holder, other than Financial Security, against the Trust, the Seller, Arcadia Financial or the ServicerFund, and all the terms, covenants, conditions, promises and agreements contained herein shall be for the sole and exclusive benefit of the parties hereto and their successors and permitted assigns. Neither the Trustee, the Owner Trustee nor any Noteholder No Holder shall have any right to payment from any premiums paid or payable hereunder or from any other amounts paid by the Seller or Arcadia Financial Fund pursuant to Section 3.02, 3.03 3.04 or 3.04 hereof (without limitation to the rights of the Noteholders to receive payments with respect to the Trust Property, as provided in the Indenture and the Trust Agreement)3.05 hereof.

Assignments; Reinsurance; Third-Party Rights. (a) This Insurance Agreement shall be a continuing obligation of the parties hereto and shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither None of the Trust, AmeriCredit, the Seller nor Arcadia Financial Company or AFS SenSub may assign its rights under this Insurance Agreement, or delegate any of its duties hereunder, without the prior written consent of Financial SecurityAssured Guaranty. Any assignment made in violation of this Insurance Agreement shall be null and void. (b) Financial Security Assured Guaranty shall have the right to give participations in its rights under this Insurance Agreement and to enter into contracts of reinsurance with respect to the Note Notes Policy upon such terms and conditions as Financial Security Assured Guaranty may in its discretion determine; PROVIDEDprovided, HOWEVERhowever, that no such participation or reinsurance agreement or arrangement shall relieve Financial Security Assured Guaranty of any of its obligations hereunder or under the Note Notes Policy. (c) In addition, Financial Security Assured Guaranty shall be entitled to assign or pledge to any bank or other lender providing liquidity or credit with respect to the Transaction or the obligations of Financial Security Assured Guaranty in connection therewith any rights of Financial Security Assured Guaranty under the Transaction Documents or with respect to any real or personal property or other interests pledged to Financial SecurityAssured Guaranty, or in which Financial Security Assured Guaranty has a security interest, in connection with the Transaction. (d) Except as provided herein with respect to participants and reinsurers, nothing in this Insurance Agreement shall confer any right, remedy or claim, express or implied, upon any Person, including, particularly, any Noteholder (except to or the extent provided herein and without limitation of their rights to receive payments with respect to the Trust Property, including without limitation payments under the Note Policy)Certificateholder, other than Financial SecurityAssured Guaranty, against the Trust, AmeriCredit, the Seller, Arcadia Financial Company or the ServicerAFS SenSub, and all the terms, covenants, conditions, promises and agreements contained herein shall be for the sole and exclusive benefit of the parties hereto and their successors and permitted assigns. Neither None of the Indenture Trustee, the Owner Trustee nor any Noteholder or the Certificateholder shall have any right to payment from any premiums paid or payable hereunder or from any other amounts paid by the Seller or Arcadia Financial AmeriCredit pursuant to Section 3.023.2, 3.03 3.3 or 3.04 hereof (without limitation to the rights of the Noteholders to receive payments with respect to the Trust Property, as provided in the Indenture and the Trust Agreement)3.5 hereof.

Assignments; Reinsurance; Third-Party Rights. (a) This Insurance Agreement shall be a continuing obligation of the parties hereto and shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither None of the Trust, the Seller nor Arcadia Financial Transaction Parties may assign its rights under this Insurance Agreement, or delegate any of its duties hereunder, without the prior written consent of Financial Securitythe Insurer. Any assignment assignments made in violation of this Insurance Agreement shall be null and void. (b) Financial Security The Insurer shall have the right to give participations in its rights under this Insurance Agreement and to enter into contracts of reinsurance with respect to the Note Ambac Policy upon such terms and conditions as Financial Security the Insurer may in its discretion determine; PROVIDEDprovided, HOWEVERhowever, that no such participation or reinsurance agreement or arrangement shall relieve Financial Security the Insurer of any of its obligations hereunder or under the Note Ambac Policy, and provided, further, that any reinsurer or participant will not have any rights against the Transaction Parties or the Holders and that none of the Transaction Parties or the Holders shall have any obligation to have any communication or relationship with any reinsurer or participant in order to enforce the obligations of the Insurer hereunder and under the Ambac Policy. (c) In addition, Financial Security The Insurer shall be entitled to assign or pledge to any bank or bank, other lender or reinsurer providing liquidity or credit with respect to the Transaction or the obligations of Financial Security the Insurer in connection therewith therewith, any rights of Financial Security the Insurer under the Transaction Documents or with respect to any real or personal property or other interests pledged to Financial Security, the Insurer or in which Financial Security the Insurer has a security interest, in connection with the Transaction, subject in each case to the liens granted pursuant to the Transaction Documents; provided that no such bank or other lender shall thereby obtain any direct right against Transaction Parties or the Holders, and further, provided; that no such assignment or pledge shall give any assignee the right to exercise any discretionary authority that the Transaction Documents provide shall be exercisable by the Insurer or relieve the Insurer of any of its obligations hereunder or under the Ambac Policy. (d) Except as provided herein with respect to participants and reinsurers, nothing in this Insurance Agreement shall confer any right, remedy or claim, express or implied, upon any Person, including, particularly, any Noteholder (except to the extent provided herein and without limitation of their rights to receive payments with respect to the Trust PropertyPerson not a party hereto, including without limitation payments under the Note Policy)any Holders, other than Financial Security, the rights of the Insurer against the Trust, the Seller, Arcadia Financial or the Servicer, Transaction Parties and all the terms, covenants, conditions, promises and agreements contained herein shall be for the sole and exclusive benefit of the parties hereto and their successors and permitted assigns. Neither the Trustee, the Owner Indenture Trustee nor any Noteholder Holders shall have any right to payment from any premiums Premiums paid or payable hereunder or under the Indenture or from any other amounts paid by the Seller Issuer or Arcadia Financial Triad pursuant to Section 3.02Sections 3.2, 3.03 3.3 or 3.04 hereof (without limitation to the rights of the Noteholders to receive payments with respect to the Trust Property, as provided in the Indenture and the Trust Agreement)3.4 hereof.

Assignments; Reinsurance; Third-Party Rights. (a) This Insurance and Indemnity Agreement shall be a continuing obligation of the parties hereto and shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither None of the TrustAdministrator, FMC or the Seller nor Arcadia Financial Issuer may assign its rights under this Insurance and Indemnity Agreement, or delegate any of its duties hereunder, without the prior written consent of Financial Securitythe Note Insurer. Any assignment assignments made in violation of this Insurance and Indemnity Agreement shall be null and void. (b) Financial Security The Note Insurer shall have the right to give participations in its rights under this Insurance and Indemnity Agreement and to enter into contracts of reinsurance with respect to the Note Guaranty Insurance Policy upon such terms and conditions as Financial Security the Note Insurer may in its discretion determine; PROVIDEDprovided, HOWEVERhowever, that no such participation or reinsurance agreement or arrangement shall relieve Financial Security the Note Insurer of any of its obligations hereunder or under the Note Guaranty Insurance Policy. (c) In addition, Financial Security the Note Insurer shall be entitled to assign or pledge to any bank or other lender providing liquidity or credit with respect to the Transaction or the obligations of Financial Security the Note Insurer in connection therewith any rights of Financial Security the Note Insurer under the Transaction Basic Documents or with respect to any real or personal property or other interests pledged to Financial Securitythe Note Insurer, or in which Financial Security the Note Insurer has a security interest, in connection with the Transaction. (d) Except as provided herein with respect to participants and reinsurers, nothing in this Insurance and Indemnity Agreement shall confer any right, remedy or of claim, express or implied, upon any Person, including, particularly, any Noteholder (except to the extent provided herein and without limitation of their rights to receive payments with respect to the Trust Property, including without limitation payments under Person other than the Note Policy), other than Financial Security, Insurer against the TrustAdministrator, the Seller, Arcadia Financial FMC or the ServicerIssuer, and all the terms, covenants, conditions, promises and agreements contained herein shall be for the sole and exclusive benefit of the parties hereto and their successors and permitted assigns. Neither the Trustee, the Owner The Indenture Trustee nor any Noteholder shall not have any right to payment from any premiums Note Insurance Premiums paid or payable hereunder or from any other amounts paid by the Seller Administrator or Arcadia Financial the Issuer pursuant to Section 3.02, 3.02 or 3.03 or 3.04 hereof (without limitation to the rights of the Noteholders to receive payments with respect to the Trust Property, as provided in the Indenture and the Trust Agreement)hereof.

Assignments; Reinsurance; Third-Party Rights. (a) This Insurance Agreement shall be a continuing obligation of the parties hereto and shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither None of the Trust, the Seller nor Arcadia Financial Transaction Parties may assign its rights under this Insurance Agreement, or delegate any of its duties hereunder, without the prior written consent of Financial Securitythe Insurer. Any assignment assignments made in violation of this Insurance Agreement shall be null and void. (b) Financial Security The Insurer shall have the right to give participations in its rights under this Insurance Agreement and to enter into contracts of reinsurance with respect to the Note FSA Policy and the Swap Policy upon such terms and conditions as Financial Security the Insurer may in its discretion determine; PROVIDEDprovided, HOWEVERhowever, that no such participation or reinsurance agreement or arrangement shall relieve Financial Security the Insurer of any of its obligations hereunder or under the Note FSA Policy or the Swap Policy, and provided, further, that any reinsurer or participant will not have any rights against the Transaction Parties or the Holders and that none of the Transaction Parties or the Holders shall have any obligation to have any communication or relationship with any reinsurer or participant in order to enforce the obligations of the Insurer hereunder and under the FSA Policy or the Swap Policy. (c) In addition, Financial Security The Insurer shall be entitled to assign or pledge to any bank or bank, other lender or reinsurer providing liquidity or credit with respect to the Transaction or the obligations of Financial Security the Insurer in connection therewith therewith, any rights of Financial Security the Insurer under the Transaction Documents or with respect to any real or personal property or other interests pledged to Financial Security, the Insurer or in which Financial Security the Insurer has a security interest, in connection with the Transaction, subject in each case to the liens granted pursuant to the Transaction Documents; provided that no such bank or other lender shall thereby obtain any direct right against Transaction Parties or the Holders, and further, provided; that no such assignment or pledge shall give any assignee the right to exercise any discretionary authority that the Transaction Documents provide shall be exercisable by the Insurer or relieve the Insurer of any of its obligations hereunder or under the FSA Policy or the Swap Policy. (d) Except as provided herein with respect to participants and reinsurers, nothing in this Insurance Agreement shall confer any right, remedy or claim, express or implied, upon any Person, including, particularly, any Noteholder (except to the extent provided herein and without limitation of their rights to receive payments with respect to the Trust PropertyPerson not a party hereto, including without limitation payments under the Note Policy)any Holders, other than Financial Security, the rights of the Insurer against the Trust, the Seller, Arcadia Financial or the Servicer, Transaction Parties and all the terms, covenants, conditions, promises and agreements contained herein shall be for the sole and exclusive benefit of the parties hereto and their successors and permitted assigns. Neither the Trustee, the Owner Indenture Trustee nor any Noteholder Holders shall have any right to payment from any premiums Premiums paid or payable hereunder or under the Indenture or from any other amounts paid by the Seller Issuer or Arcadia Financial Triad pursuant to Section 3.02Sections 3.2, 3.03 3.3 or 3.04 hereof (without limitation to the rights of the Noteholders to receive payments with respect to the Trust Property, as provided in the Indenture and the Trust Agreement)3.4 hereof.

Assignments; Reinsurance; Third-Party Rights. (a) This Insurance Agreement shall be a continuing obligation of the parties hereto and shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither the Trust, the Seller nor Arcadia Financial The Issuer may not assign its rights under this Insurance Agreement, or delegate any of its duties hereunder, without the prior written consent of Financial Security. Any the Insurer; any assignment made in violation of this Insurance Agreement shall be null and void. (b) Financial Security The Insurer shall have the right to give participations in its rights under this Insurance Agreement and to enter into contracts of reinsurance with respect to the Note Policy Policies upon such terms and conditions as Financial Security it may in its discretion determine; PROVIDEDprovided, HOWEVERhowever, that no such participation or reinsurance agreement or arrangement shall relieve Financial Security the Insurer of any of its obligations hereunder or under the Note PolicyPolicies. (c) In addition, Financial Security the Insurer shall be entitled to assign or pledge to any bank or other lender providing liquidity or credit with respect to the Transaction or the obligations of Financial Security the Insurer in connection therewith any of its rights of Financial Security under the Transaction Documents or with respect to any real or personal property or other interests pledged to Financial Securityit, or in which Financial Security it has a security interest, in connection with the Transaction. (d) In the event of an assignment of this Insurance Agreement and/or any Acknowledgment and Consent effected without the Issuer’s consent, the Issuer (and in the case of an assignment of an Acknowledgment and Consent, the affected Hertz Company or HGI), shall only be required to deal with the Insurer on all matters pertaining to the assigned agreement. (e) Except as provided herein with respect to participants and reinsurers, nothing in this Insurance Agreement shall confer any right, remedy or claim, express or implied, upon any Person, including, particularly, any Noteholder (except to the extent provided herein and without limitation of their rights to receive payments with respect to the Trust Property, including without limitation payments under the Note Policy)Owner, other than Financial Security, the Insurer against the Trust, the Seller, Arcadia Financial or the ServicerIssuer, and all the terms, covenants, conditions, promises and agreements contained herein shall be for the sole and exclusive benefit of the parties hereto and their successors and permitted assigns. Neither the Trustee, the Owner Trustee nor any Noteholder Owner shall have any right to payment from any premiums Premiums paid or payable hereunder or under the Indenture or from any other amounts paid by any of the Seller parties hereto or Arcadia Financial any Hertz Company pursuant to Section Sections 3.02, 3.03 or 3.04 hereof (without limitation to the rights of the Noteholders to receive payments with respect to the Trust Property, as provided in the Indenture or any Acknowledgment and the Trust Agreement)Consent.

Assignments; Reinsurance; Third-Party Rights. (a) This Agreement shall be a continuing obligation of the parties hereto Seller and the Depositor and shall (i) be binding upon the Seller and the Depositor, its or their successors and assigns and (ii) inure to the benefit of and be enforceable by the parties hereto Insurer and their respective successors its successors, transferees and permitted assigns. Neither the Trust, the Seller nor Arcadia Financial the Depositor may assign its rights under this Agreement, or delegate any of its duties rights or obligations hereunder, without the prior written consent of Financial Security. Any assignment made in violation of this Agreement shall be null and voidthe Insurer. (b) Financial Security The Insurer shall have the right to give participations in its rights under this Agreement and to enter into contracts of reinsurance with respect to the Note Policy upon and each such terms participant or reinsurer shall be entitled to the benefit of any representation, warranty, covenant and conditions obligation of the Seller or the Depositor hereunder as Financial Security may in its discretion determineif such participant or reinsurer was a party hereto; PROVIDED, HOWEVER, provided that no such grant of participation or reinsurance agreement or arrangement shall operate to relieve Financial Security the Insurer of any of its obligations hereunder or under the Note Policy. (c) In addition, Financial Security the Insurer shall be entitled to assign or pledge to any bank or other lender providing liquidity or credit with respect to the Transaction or the obligations of Financial Security the Insurer in connection therewith any rights of Financial Security the Insurer under the Transaction Documents or with respect to any real or personal property or other interests pledged to Financial Securitythe Insurer, or in which Financial Security the Insurer has a security interest, in connection with the Transaction. (d) Except as provided herein with respect to participants and reinsurers, nothing in this Agreement shall confer any right, remedy or claim, express or implied, upon any Personperson, including, particularly, any Noteholder (except to the extent provided herein and without limitation Holder of their rights to receive payments with respect to the Trust Property, including without limitation payments under the Note Policy)a Certificate, other than Financial Securitythe Insurer, against the Trust, Seller and the Seller, Arcadia Financial or the Servicer, Depositor and all the terms, covenants, conditions, promises and agreements contained herein shall be for the sole and exclusive benefit of the parties hereto and their successors and permitted assignssuccessors. Neither the Trustee, the Owner Trustee nor any Noteholder Holder of a Certificate shall have any right to payment from any premiums the premium paid or payable hereunder or from any other amounts paid by the Seller or Arcadia Financial pursuant to Section 3.02, 3.03 or 3.04 hereof (without limitation to the rights of the Noteholders to receive payments with respect to the Trust Property, as provided in the Indenture and the Trust Agreement)hereof.

Assignments; Reinsurance; Third-Party Rights. (a) This Agreement shall be a continuing obligation of the parties hereto and shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither the Trust, the Seller nor Arcadia Financial may assign its rights under this Agreement, or delegate any of its duties hereunder, without the prior written consent of Financial Security. Any assignment made in violation of this Agreement shall be null and void. (b) Financial Security shall have the right to give participations in its rights under this Agreement and to enter into contracts of reinsurance with respect to the Note Policy upon such terms and conditions as Financial Security may in its discretion determine; PROVIDEDprovided, HOWEVERhowever, that no such participation or reinsurance agreement or arrangement shall relieve Financial Security of any of its obligations hereunder or under the Note Policy. (c) In addition, Financial Security shall be entitled to assign or pledge to any bank or other lender providing liquidity or credit with respect to the Transaction or the obligations of Financial Security in connection therewith any rights of Financial Security under the Transaction Documents or with respect to any real or personal property or other interests pledged to Financial Security, or in which Financial Security has a security interest, in connection with the Transaction. (d) Except as provided herein with respect to participants and reinsurers, nothing in this Agreement shall confer any right, remedy or claim, express or implied, upon any Person, including, particularly, any Noteholder (except to the extent provided herein and without limitation of their rights to receive payments with respect to the Trust Property, including without limitation payments under the Note Policy), other than Financial Security, against the Trust, the Seller, Arcadia Financial or the Servicer, and all the terms, covenants, conditions, promises and agreements contained herein shall be for the sole and exclusive benefit of the parties hereto and their successors and permitted assigns. Neither the Trustee, the Owner Trustee nor any Noteholder shall have any right to payment from any premiums paid or payable hereunder or from any other amounts paid by the Seller or Arcadia Financial pursuant to Section 3.02, 3.03 or 3.04 hereof (without limitation to the rights of the Noteholders to receive payments with respect to the Trust Property, as provided in the Indenture and the Trust Agreement).

Assignments; Reinsurance; Third-Party Rights. (a) This Insurance Agreement shall be a continuing obligation of the parties hereto and shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither None of UACC, the TrustServicer, the Trustee, the Collateral Agent, the Trust Collateral Agent, the Backup Servicer, the Seller nor Arcadia Financial or the Trust may assign its rights under this Insurance Agreement, or delegate any of its duties hereunder, without the prior written consent of Financial Securitythe Insurer, except to a successor or assign that is permitted by the Indenture. Any assignment made in violation of this Insurance Agreement shall be null and void. (b) Financial Security The Insurer shall have the right to give participations in its rights under this Insurance Agreement and to enter into contracts of reinsurance with respect to the Note Policy upon such terms and conditions as Financial Security the Insurer may in its discretion determine; PROVIDEDprovided, HOWEVERhowever, that no such participation or reinsurance agreement or arrangement shall relieve Financial Security the Insurer of any of its obligations hereunder or under the Note Policy. (c) In addition, Financial Security the Insurer shall be entitled to assign or pledge to any bank or other lender providing liquidity or credit with respect to the Transaction or the obligations of Financial Security the Insurer in connection therewith any rights of Financial Security the Insurer under the Transaction Documents or with respect to any real or personal property or other interests pledged to Financial Securitythe Insurer, or in which Financial Security the Insurer has a security interest, in connection with the Transaction. (d) Except as provided herein with respect to participants and reinsurers, nothing in this Insurance Agreement shall confer any right, remedy or claim, express or implied, upon any Person, including, particularly, any Noteholder (except to the extent provided herein and without limitation of their rights to receive payments with respect to the Trust Property, including without limitation payments under the Note Policy)Owner, other than Financial Securitythe Insurer against UACC, against the Servicer, the Trustee, the Collateral Agent, the Trust Collateral Agent, the Backup Servicer, the Seller or the Trust, the Seller, Arcadia Financial or the Servicer, and all the terms, covenants, conditions, promises and agreements contained herein shall be for the sole and exclusive benefit of the parties hereto and their successors and permitted assigns. Neither the Trustee, the Owner Trustee nor any Noteholder Owner shall have any right to payment from any premiums Premiums paid or payable hereunder or under the Sale and Servicing Agreement or from any other amounts paid by UACC, the Servicer, the Trustee, the Collateral Agent, the Trust Collateral Agent, the Backup Servicer, the Seller or Arcadia Financial the Trust pursuant to Section 3.02, 3.03 or 3.04 hereof hereof. (without limitation to e) The Servicer, the Trustee, the Collateral Agent, the Trust Collateral Agent, the Backup Servicer, the Seller and the Trust agree that the Insurer shall have all rights of the Noteholders to receive payments with a third-party beneficiary in respect to the Trust Property, as provided in of the Indenture and each other Transaction Document to which it is not a signing party and hereby incorporate and restate their representations, warranties and covenants as set forth therein for the Trust Agreement)benefit of the Insurer.

Assignments; Reinsurance; Third-Party Rights. (a) This Insurance Agreement shall be a continuing obligation of the parties hereto and shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither None of the Trust, the Seller nor Arcadia Financial Transaction Parties may assign its rights under this Insurance Agreement, or delegate any of its duties hereunder, without the prior written consent of Financial Securitythe Insurer. Any assignment assignments made in violation of this Insurance Agreement shall be null and void. (b) Financial Security The Insurer shall have the right to give participations in its rights under this Insurance Agreement and to enter into contracts of reinsurance with respect to the Note Ambac Policy upon such terms and conditions as Financial Security the Insurer may in its discretion determine; PROVIDEDprovided, HOWEVERhowever, that no such participation or reinsurance agreement or arrangement shall relieve Financial Security the Insurer of any of its obligations hereunder or under the Note Ambac Policy, and provided, further, that any reinsurer or participant will not have any rights against the Transaction Parties or the Holders and that none of the Transaction Parties or the Holders shall have any obligation to have any communication or relationship with any reinsurer or participant in order to enforce the obligations of the Insurer hereunder and under the Ambac Policy. (c) In addition, Financial Security The Insurer shall be entitled to assign or pledge to any bank or bank, other lender or reinsurer providing liquidity or credit with respect to the Transaction or the obligations of Financial Security the Insurer in connection therewith therewith, any rights of Financial Security the Insurer under the Transaction Documents or with respect to any real or personal property or other interests pledged to Financial Security, the Insurer or in which Financial Security the Insurer has a security interest, in connection with the Transaction, subject in each case to the liens granted pursuant to the Transaction Documents; provided thatno such bank or other lender shall thereby obtain any direct right against Transaction Parties or the Holders, and further, provided; thatno such assignment or pledge shall give any assignee the right to exercise any discretionary authority that the Transaction Documents provide shall be exercisable by the Insurer or relieve the Insurer of any of its obligations hereunder or under the Ambac Policy. (d) Except as provided herein with respect to participants and reinsurers, nothing in this Insurance Agreement shall confer any right, remedy or claim, express or implied, upon any Person, including, particularly, any Noteholder (except to the extent provided herein and without limitation of their rights to receive payments with respect to the Trust PropertyPerson not a party hereto, including without limitation payments under the Note Policy)any Holders, other than Financial Security, the rights of the Insurer against the Trust, the Seller, Arcadia Financial or the Servicer, Transaction Parties and all the terms, covenants, conditions, promises and agreements contained herein shall be for the sole and exclusive benefit of the parties hereto and their successors and permitted assigns. Neither the Trustee, the Owner Indenture Trustee nor any Noteholder Holders shall have any right to payment from any premiums Premiums paid or payable hereunder or under the Indenture or from any other amounts paid by the Seller Issuer or Arcadia Financial AmeriCredit pursuant to Section 3.02Sections 3.2, 3.03 3.3 or 3.04 hereof (without limitation to the rights of the Noteholders to receive payments with respect to the Trust Property, as provided in the Indenture and the Trust Agreement)3.4 hereof.

Assignments; Reinsurance; Third-Party Rights. (a) This Insurance Agreement shall be a continuing obligation of the parties hereto and shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither None of the Trust, the Seller nor Arcadia Financial Transaction Parties may assign its rights under this Insurance Agreement, or delegate any of its duties hereunder, without the prior written consent of Financial Securitythe Insurer. Any assignment assignments made in violation of this Insurance Agreement shall be null and void. (b) Financial Security The Insurer shall have the right to give participations in its rights under this Insurance Agreement and to enter into contracts of reinsurance with respect to the Note Ambac Policy upon such terms and conditions as Financial Security the Insurer may in its discretion determine; PROVIDEDprovided, HOWEVERhowever, that no such participation or reinsurance agreement or arrangement shall relieve Financial Security the Insurer of any of its obligations hereunder or under the Note Ambac Policy, and provided, further, that any reinsurer or participant will not have any rights against the Transaction Parties or the Holders and that none of the Transaction Parties or the Holders shall have any obligation to have any communication or relationship with any reinsurer or participant in order to enforce the obligations of the Insurer hereunder and under the Ambac Policy. (c) In addition, Financial Security The Insurer shall be entitled to assign or pledge to any bank or bank, other lender or reinsurer providing liquidity or credit with respect to the Transaction or the obligations of Financial Security the Insurer in connection therewith therewith, any rights of Financial Security the Insurer under the Transaction Documents or with respect to any real or personal property or other interests pledged to Financial Security, the Insurer or in which Financial Security the Insurer has a security interest, in connection with the Transaction, subject in each case to the liens granted pursuant to the Transaction Documents; provided that no such bank or other lender shall thereby obtain any direct right against Transaction Parties or the Holders, and further, provided; that no such assignment or pledge shall give any assignee the right to exercise any discretionary authority that the Transaction Documents provide shall be exercisable by the Insurer or relieve the Insurer of any of its obligations hereunder or under the Ambac Policy. (d) Except as provided herein with respect to participants and reinsurers, nothing in this Insurance Agreement shall confer any right, remedy or claim, express or implied, upon any Person, including, particularly, any Noteholder (except to the extent provided herein and without limitation of their rights to receive payments with respect to the Trust PropertyPerson not a party hereto, including without limitation payments under the Note Policy)any Holders, other than Financial Security, the rights of the Insurer against the Trust, the Seller, Arcadia Financial or the Servicer, Transaction Parties and all the terms, covenants, conditions, promises and agreements contained herein shall be for the sole and exclusive benefit of the parties hereto and their successors and permitted assigns. Neither the Trustee, the Owner Indenture Trustee nor any Noteholder Holders shall have any right to payment from any premiums Premiums paid or payable hereunder or under the Indenture or from any other amounts paid by the Seller Issuer or Arcadia Financial AmeriCredit pursuant to Section 3.02Sections 3.2, 3.03 3.3 or 3.04 hereof (without limitation to the rights of the Noteholders to receive payments with respect to the Trust Property, as provided in the Indenture and the Trust Agreement)3.4 hereof.

Assignments; Reinsurance; Third-Party Rights. (a) This Agreement shall be a continuing obligation of the parties hereto and shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither the Trust, the Seller nor Arcadia Financial The Company may not assign its rights under this Agreement, or delegate any of its duties hereunder, without the prior written consent of Financial Security. Any assignment made in violation of this Agreement shall be null and void. (b) Financial Security shall have the right to give participations in its rights under this Agreement and to enter into contracts of reinsurance with respect to the Note Policy upon such terms and conditions as Financial Security may in its discretion determine; PROVIDED, HOWEVER, that no such participation or reinsurance agreement or arrangement shall relieve Financial Security of any of its obligations hereunder or under the Note Policy. (c) In addition, Financial Security shall be entitled to assign or pledge to any bank or other lender providing liquidity or credit with respect to the Transaction or the obligations of Financial Security in connection therewith any rights of Financial Security under the Transaction Related Documents or with respect to any real or personal property or other interests pledged to Financial Security, or in which Financial Security has a security interest, in connection with the Transaction. (d) Except as provided herein with respect to participants and reinsurers, nothing in this Agreement shall confer any right, remedy or claim, express or implied, upon any Person, including, particularly, any Noteholder (except to the extent provided herein and without limitation of their rights to receive payments with respect to the Trust Property, including without limitation payments under the Note Policy)Certificateholder, other than Financial Security, against the Trust, the Seller, Arcadia Financial or the ServicerCompany, and all the terms, covenants, conditions, promises and agreements contained herein shall be for the sole and exclusive benefit of the parties hereto and their successors and permitted assigns. Neither the Trustee, the Owner Trustee nor any Noteholder Certificateholder shall have any right to payment from any premiums paid or payable hereunder or from any other amounts paid by the Seller or Arcadia Financial Company pursuant to Section Sections 3.02, 3.03 or 3.03, 3.04 hereof (without limitation to the rights of the Noteholders to receive payments with respect to the Trust Property, as provided in the Indenture and the Trust Agreement)3.05 hereof.

Assignments; Reinsurance; Third-Party Rights. (a) This Insurance Agreement shall be a continuing obligation of the parties hereto and shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither None of the TrustIssuer, TFC, TFCRC V, the Seller nor Arcadia Financial Servicer, the Backup Servicer or the Successor Servicer may assign its rights under this Agreement, or delegate any of its duties hereunder, without the prior written consent of Financial SecurityRadian. Any assignment made in violation of this Agreement shall be null and void. (b) Financial Security Radian shall have the right to give grant participations in its rights under this Agreement and to enter into contracts of reinsurance with respect to the Note Policy upon such terms and conditions as Financial Security Radian may in its discretion determine; PROVIDEDprovided, HOWEVERhowever, that no such participation or reinsurance agreement or arrangement shall relieve Financial Security Radian of any of its obligations hereunder or under the Note Policy. (c) In addition, Financial Security Radian shall be entitled to assign or pledge to any bank or other lender investor providing liquidity or credit with respect to the Transaction or the obligations of Financial Security Radian in connection therewith any rights of Financial Security Radian under the Transaction Documents or with respect to any real or personal property or other interests pledged to Financial SecurityRadian, or in which Financial Security Radian has a security interest, in connection with the Transaction. (d) Except as provided herein with respect to participants and reinsurers, nothing in this Agreement shall confer any right, remedy or claim, express or implied, upon any Person, including, particularly, any Noteholder (except to or the extent provided herein and without limitation of their rights to receive payments with respect to the Trust Property, including without limitation payments under the Note Policy)Certificateholder, other than Financial SecurityRadian, against the TrustIssuer, TFC, TFCRC V, the SellerServicer, Arcadia Financial the Backup Servicer or the Successor Servicer, and all the terms, covenants, conditions, promises and agreements contained herein shall be for the sole and exclusive benefit of the parties hereto and their successors and permitted assigns. Neither None of the Trustee, the Owner Trustee Trustee, or the Trust Collateral Agent, nor any Noteholder or the Certificateholder shall have any right to payment from any premiums paid or payable hereunder or from any other amounts paid by the Seller TFC or Arcadia Financial any other Person pursuant to Section 3.02, 3.03 or 3.04 hereof (without limitation to the rights of the Noteholders to receive payments with respect to the Trust Property, as provided in the Indenture and the Trust Agreement).Article II hereof. ----------

Assignments; Reinsurance; Third-Party Rights. (a) This Agreement shall be a continuing obligation of the parties hereto Seller and the Depositor and shall (i) be binding upon the Seller and the Depositor, its or their successors and assigns and (ii) inure to the benefit of and be enforceable by the parties hereto Insurer and their respective successors its successors, transferees and permitted assigns. Neither the Trust, None of the Seller nor Arcadia Financial the Depositor may assign its rights under this Agreement, or delegate any of its duties rights or obligations hereunder, without the prior written consent of Financial Security. Any assignment made in violation of this Agreement shall be null and voidthe Insurer. (b) Financial Security The Insurer shall have the right to give participations in its rights under this Agreement and to enter into contracts of reinsurance with respect to the Note Policy upon and each such terms participant or reinsurer shall be entitled to the benefit of any representation, warranty, covenant and conditions obligation of the Seller or the Depositor hereunder as Financial Security may in its discretion determineif such participant or reinsurer was a party hereto; PROVIDED, HOWEVER, provided that no such grant of participation or reinsurance agreement or arrangement shall operate to relieve Financial Security the Insurer of any of its obligations hereunder or under the Note Policy. (c) In addition, Financial Security the Insurer shall be entitled to assign or pledge to any bank or other lender providing liquidity or credit with respect to the Transaction or the obligations of Financial Security the Insurer in connection therewith any rights of Financial Security the Insurer under the Transaction Documents or with respect to any real or personal property or other interests pledged to Financial Securitythe Insurer, or in which Financial Security the Insurer has a security interest, in connection with the Transaction. (d) Except as provided herein with respect to participants and reinsurers, nothing in this Agreement shall confer any right, remedy or claim, express or implied, upon any Personperson, including, particularly, any Noteholder (except to the extent provided herein and without limitation Holder of their rights to receive payments with respect to the Trust Property, including without limitation payments under the Note Policy)a Certificate, other than Financial Securitythe Insurer, against the Trust, Seller and the Seller, Arcadia Financial or the Servicer, Depositor and all the terms, covenants, conditions, promises and agreements contained herein shall be for the sole and exclusive benefit of the parties hereto and their successors and permitted assignssuccessors. Neither None of the TrusteeSecurities Administrator, the Owner Trustee nor or any Noteholder Holder of a Certificate shall have any right to payment from any premiums the premium paid or payable hereunder or from any other amounts paid by the Seller or Arcadia Financial pursuant to Section 3.02, 3.03 or 3.04 hereof (without limitation to the rights of the Noteholders to receive payments with respect to the Trust Property, as provided in the Indenture and the Trust Agreement)hereof.

Assignments; Reinsurance; Third-Party Rights. (a) This Insurance Agreement shall be a continuing obligation of the parties hereto and shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither None of the Trust, the Seller nor Arcadia Financial Transaction Parties may assign its rights under this Insurance Agreement, or delegate any of its duties hereunder, without the prior written consent of Financial Securitythe Insurer. Any assignment assignments made in violation of this Insurance Agreement shall be null and void. (b) Financial Security The Insurer shall have the right to give participations in its rights under this Insurance Agreement and to enter into contracts of reinsurance with respect to the Note Ambac Policy upon such terms and conditions as Financial Security the Insurer may in its discretion determine; PROVIDEDprovided, HOWEVERhowever, that no such participation or reinsurance agreement or arrangement shall relieve Financial Security the Insurer of any of its obligations hereunder or under the Note Ambac Policy, and provided, further, that any reinsurer or participant will not have any rights against the Transaction Parties or the Holders and that none of the Transaction Parties or the Holders shall have any obligation to have any communication or relationship with any reinsurer or participant in order to enforce the obligations of the Insurer hereunder and under the Ambac Policy. (c) In addition, Financial Security The Insurer shall be entitled to assign or pledge to any bank or bank, other lender or reinsurer providing liquidity or credit with respect to the Transaction or the obligations of Financial Security the Insurer in connection therewith therewith, any rights of Financial Security the Insurer under the Transaction Documents or with respect to any real or personal property or other interests pledged to Financial Security, the Insurer or in which Financial Security the Insurer has a security interest, in connection with the Transaction, subject in each case to the liens granted pursuant to the Transaction Documents; provided that no such bank or other lender shall thereby obtain any direct right against Transaction Parties or the Holders, and further, provided; that no such assignment or pledge shall give any assignee the right to exercise any discretionary authority that the Transaction Documents provide shall be exercisable by the Insurer or relieve the Insurer of any of its obligations hereunder or under the Ambac Policy. (d) Except as provided herein with respect to participants and reinsurers, nothing in this Insurance Agreement shall confer any right, remedy or claim, express or implied, upon any Person, including, particularly, any Noteholder (except to the extent provided herein and without limitation of their rights to receive payments with respect to the Trust PropertyPerson not a party hereto, including without limitation payments under the Note Policy)any Holders, other than Financial Security, the rights of the Insurer against the Trust, the Seller, Arcadia Financial or the Servicer, Transaction Parties and all the terms, covenants, conditions, promises and agreements contained herein shall be for the sole and exclusive benefit of the parties hereto and their successors and permitted assigns. Neither the Trustee, the Owner Indenture Trustee nor any Noteholder Holders shall have any right to payment from any premiums Premiums paid or payable hereunder or under the Indenture or from any other amounts paid by the Seller Issuer or Arcadia Financial New South pursuant to Section 3.02Sections 3.2, 3.03 3.3 or 3.04 hereof (without limitation to the rights of the Noteholders to receive payments with respect to the Trust Property, as provided in the Indenture and the Trust Agreement)3.4 hereof.

Assignments; Reinsurance; Third-Party Rights. (a) This Insurance Agreement shall be a continuing obligation of the parties hereto and shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither None of the Trust, Universal Parties or the Seller nor Arcadia Financial Issuer may assign its rights under this Insurance Agreement, or delegate any of its duties hereunder, without the prior written consent of Financial Securitythe Insurer. Any assignment assignments made in violation of this Insurance Agreement shall be null and void. (b) Financial Security The Insurer shall have the right to give participations in its rights under this Insurance Agreement and to enter into contracts of reinsurance with respect to the Note Policy Policies upon such terms and conditions as Financial Security the Insurer may in its discretion determine; PROVIDEDprovided, HOWEVERhowever, that no such participation or reinsurance agreement or arrangement shall relieve Financial Security the Insurer of any of its obligations hereunder or under the Note PolicyPolicies, and provided, further, that any reinsurer or participant will not have any rights against the Universal Parties, the Series 2002-1 Noteholders, the Certificateholders or the Indenture Trustee and that the Universal Parties, the Series 2002-1 Noteholders, the Certificateholders and the Indenture Trustee shall have no obligation to have any communication or relationship with any reinsurer or participant in order to enforce the obligations of the Insurer hereunder and under the Policies. (c) In addition, Financial Security the Insurer shall be entitled to assign or pledge to any bank or bank, other lender or reinsurer providing liquidity or credit with respect to the Transaction Transactions or the obligations of Financial Security the Insurer in connection therewith therewith, any rights of Financial Security the Insurer under the Transaction Related Documents or with respect to any real or personal property or other interests pledged to Financial Security, the Insurer or in which Financial Security the Insurer has a security interest, in connection with the Transaction, subject in each case to the Liens granted pursuant to the Related Documents, provided, that no such bank or other lender shall thereby obtain any direct right against the Universal Parties, the Series 2002-1 Noteholders, the Certificateholders or the Indenture Trustee, and further provided, that no such assignment or pledge shall give any assignee the right to exercise any discretionary authority that the Related Documents provide shall be exercisable by the Insurer or relieve the Insurer of any of its obligations hereunder or under the Policies provided, however, that no such participation or reinsurance agreement or arrangement shall relieve the Insurer of any of its obligations hereunder or under the Policies. (d) Except as provided herein with respect to participants and reinsurers, nothing in this Insurance Agreement shall confer any right, remedy or claim, express or implied, upon any PersonPerson not a party hereto, including, particularly, any Series 2002-1 Noteholder (except to the extent provided herein and without limitation of their rights to receive payments with respect to the Trust Property, including without limitation payments under the Note Policy)or any Certificateholder, other than Financial Security, the rights of the Insurer against the Trust, the Seller, Arcadia Financial or the Servicer, Universal Parties and all the terms, covenants, conditions, promises and agreements contained herein shall be for the sole and exclusive benefit of the parties hereto and their successors and permitted assigns. Neither the Trustee, the Owner Indenture Trustee nor any Series 2002-1 Noteholder nor any Certificateholder shall have any right to payment from any premiums Premiums paid or payable hereunder or under the Indenture or from any other amounts paid by the Seller Issuer or Arcadia Financial Universal pursuant to Section 3.02, 3.03 Sections 3.3 or 3.04 hereof (without limitation to the rights of the Noteholders to receive payments with respect to the Trust Property, as provided in the Indenture and the Trust Agreement)3.4.

Assignments; Reinsurance; Third-Party Rights. (a) This Insurance Agreement shall be a continuing obligation of the parties hereto and shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither Each of the TrustServicer, the Seller nor Arcadia Financial Sponsor and the Depositor may not assign its rights under this AgreementInsurance Agreement or the Certificate Insurance Policy, or delegate any of its duties hereunder, without the prior written consent of Financial Securitythe Certificate Insurer. Any assignment assignments made in violation of this Insurance Agreement shall be null and void. (b) Financial Security The Certificate Insurer shall have the right to give participations in its rights under this Insurance Agreement and to enter into contracts of reinsurance with respect to the Note Certificate Insurance Policy upon such terms and conditions as Financial Security the Certificate Insurer may in its discretion determine; PROVIDEDprovided, HOWEVERhowever, that no such participation or reinsurance agreement or arrangement shall relieve Financial Security the Certificate Insurer of any of its obligations hereunder or under the Note PolicyCertificate Insurance Policy nor shall the Servicer, the Sponsor, the Trust or the Depositor be required to deal directly with any such parties. (c) In addition, Financial Security shall be entitled to assign or pledge to any bank or other lender providing liquidity or credit with respect to the Transaction or the obligations of Financial Security in connection therewith any rights of Financial Security under the Transaction Documents or with respect to any real or personal property or other interests pledged to Financial Security, or in which Financial Security has a security interest, in connection with the Transaction. (d) Except as provided herein with respect to participants and reinsurers, nothing in this Insurance Agreement shall confer any right, remedy or claim, express or implied, upon any Person, including, particularly, any Noteholder (except to the extent provided herein and without limitation of their rights to receive payments with respect to the Trust Property, including without limitation payments under the Note Policy)Insured Certificateholder, other than Financial Security, the Certificate Insurer against the TrustServicer, the SellerSponsor, Arcadia Financial the Trust or the Depositor, or the Servicer, the Sponsor, the Trust or the Depositor against the Certificate Insurer and all the terms, covenants, conditions, promises and agreements contained herein shall be for the sole and exclusive benefit of the parties hereto and their successors and permitted assigns. Neither the Trustee, the Owner Trustee nor any Noteholder Insured Certificateholder shall have any right to payment from any premiums Premiums paid or payable hereunder or under the Pooling and Servicing Agreement or from any other amounts paid by the Seller or Arcadia Financial Sponsor the pursuant to Section 3.02, 3.03 3.02 or 3.04 hereof (without limitation to the rights of the Noteholders to receive payments with respect to the Trust Property, as provided in the Indenture and the Trust Agreement)3.03.

Assignments; Reinsurance; Third-Party Rights. (a) This Agreement shall be a continuing obligation of the parties hereto Seller, the Master Servicer and the Depositor and shall (i) be binding upon the Seller, the Master Servicer and the Depositor or their respective successors and assigns and (ii) inure to the benefit of and be enforceable by the parties hereto Insurer and their respective successors its successors, transferees and permitted assigns. Neither None of the TrustSeller, the Seller nor Arcadia Financial Master Servicer or the Depositor may assign its rights under this Agreement, Agreement or delegate any of its duties rights or obligations hereunder, without the prior written consent of Financial Security. Any assignment made in violation of this Agreement shall the Insurer, such consent not to be null and voidunreasonably withheld or delayed. (b) Financial Security The Insurer shall have the right to give participations in its rights under this Agreement and to enter into contracts of reinsurance with respect to the Note Policy upon and each such terms participant or reinsurer shall be entitled to the benefit of any representation, warranty, covenant and conditions obligation of the Seller, the Master Servicer or the Depositor hereunder as Financial Security may in its discretion determineif such participant or reinsurer was a party hereto; PROVIDED, HOWEVER, provided that no such grant of participation or reinsurance agreement or arrangement shall operate to relieve Financial Security the Insurer of any of its obligations hereunder or under the Note Policy. (c) In addition, Financial Security the Insurer shall be entitled to assign or pledge to any bank or other lender providing liquidity or credit with respect to the Transaction or the obligations of Financial Security the Insurer in connection therewith any rights of Financial Security the Insurer under the Transaction Documents or with respect to any real or personal property or other interests pledged to Financial Security, the Insurer or in which Financial Security the Insurer has a security interest, in connection with the Transaction. (d) Except as provided herein with respect to participants and reinsurers, nothing in this Agreement shall confer any right, remedy or claim, express or implied, upon any Personperson, including, particularly, any Noteholder (except to the extent provided herein and without limitation Holder of their rights to receive payments with respect to the Trust Property, including without limitation payments under the Note Policy)a Certificate, other than Financial Securitythe Insurer, against the TrustSeller, the Seller, Arcadia Financial or Master Servicer and the Servicer, Depositor and all the terms, covenants, conditions, promises and agreements contained herein shall be for the sole and exclusive benefit of the parties hereto and their successors and permitted assignssuccessors. Neither None of the TrusteeSecurities Administrator, the Owner Trustee nor or any Noteholder Holder of a Certificate shall have any right to payment from any premiums the premium paid or payable hereunder or from any other amounts paid by the Seller or Arcadia Financial pursuant to Section 3.02, 3.03 or 3.04 hereof (without limitation to the rights of the Noteholders to receive payments with respect to the Trust Property, as provided in the Indenture and the Trust Agreement)hereof.

Assignments; Reinsurance; Third-Party Rights. (a) This Insurance Agreement shall be a continuing obligation of the parties hereto and shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither None of the TrustServicer, the Seller nor Arcadia Financial Originator, the Seller, the Issuer or the Indenture Trustee may assign its rights under this Insurance Agreement, or delegate any of its duties hereunder, without the prior written consent of Financial Securitythe Insurer. Any assignment made in violation of this Insurance Agreement shall be null and void. (b) Financial Security The Insurer shall have the right to give participations in its rights under this Insurance Agreement and to enter into contracts of reinsurance with respect to the Note Policy Policies upon such terms and conditions as Financial Security the Insurer may in its discretion determine; PROVIDEDprovided, HOWEVERhowever, that no such participation or reinsurance agreement or arrangement shall relieve Financial Security the Insurer of any of its obligations hereunder or under the Note PolicyPolicies. (c) In addition, Financial Security the Insurer shall be entitled to assign or pledge to any bank or other lender providing liquidity or credit with respect to the Transaction or the obligations of Financial Security the Insurer in connection therewith any rights of Financial Security the Insurer under the Transaction Documents or with respect to any real or personal property or other interests pledged to Financial Securitythe Insurer, or in which Financial Security the Insurer has a security interest, in connection with the Transaction. (d) Except as provided herein with respect to participants and reinsurers, nothing in this Insurance Agreement shall confer any right, remedy or claim, express or implied, upon any Person, including, particularly, any Noteholder (except to the extent provided herein and without limitation of their rights to receive payments with respect to the Trust Property, including without limitation payments under the Note Policy)Owner, other than Financial Security, the Insurer against the TrustServicer, the Originator, the Seller, Arcadia Financial the Issuer or the ServicerIndenture Trustee, and all the terms, covenants, conditions, promises and agreements contained herein shall be for the sole and exclusive benefit of the parties hereto and their successors and permitted assigns. Neither the Trustee, the Owner Indenture Trustee nor any Noteholder Owner shall have any right to payment from any premiums Premiums paid or payable hereunder or under the Sale and Servicing Agreement or from any other amounts paid by the Seller Servicer, the Originator, the Seller, the Issuer or Arcadia Financial the Indenture Trustee pursuant to Section 3.02, 3.03 or 3.04 hereof hereof. (without limitation to e) The Servicer, the Originator, the Seller, the Issuer and the Indenture Trustee agree that the Insurer shall have all rights of the Noteholders to receive payments with a third-party beneficiary in respect to the Trust Property, as provided in of the Indenture and each other Transaction Document to which it is not a signing party and hereby incorporate and restate their representations, warranties and covenants as set forth therein for the Trust Agreement)benefit of the Insurer.

Assignments; Reinsurance; Third-Party Rights. (a) This Insurance Agreement shall be a continuing obligation of the parties hereto and shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither None of the Trust, Universal Affiliates party hereto or the Seller nor Arcadia Financial Issuer may assign its rights under this Insurance Agreement, or delegate any of its duties hereunder, without the prior written consent of Financial Securitythe Insurer; provided, however, that the Old Lessee may assign its rights under this Insurance Agreement to UCI in connection with the consummation of the merger of Old Lessee with and into UCI pursuant to and in accordance with the terms and conditions set forth in the Contribution Agreement). Any assignment assignments made in violation of this Insurance Agreement shall be null and void. (b) Financial Security The Insurer shall have the right to give participations in its rights under this Insurance Agreement and to enter into contracts of reinsurance with respect to the Note Policy Policies upon such terms and conditions as Financial Security the Insurer may in its discretion determine; PROVIDEDprovided, HOWEVERhowever, that no such participation or reinsurance agreement or arrangement shall relieve Financial Security the Insurer of any of its obligations hereunder or under the Note PolicyPolicies, and provided, further, that any reinsurer or participant will not have any rights against UCH, UCI, the Series 2005-1 Noteholders, the Series 2005-2 Noteholders or the Indenture Trustee and that UCH, UCI, the Series 2005-1 Noteholders, the Series 2005-2 Noteholders and the Indenture Trustee shall have no obligation to have any communication or relationship with any reinsurer or participant in order to enforce the obligations of the Insurer hereunder and under the Policies. (c) In addition, Financial Security the Insurer shall be entitled to assign or pledge to any bank or bank, other lender or reinsurer providing liquidity or credit with respect to the Transaction Transactions or the obligations of Financial Security the Insurer in connection therewith therewith, any rights of Financial Security the Insurer under the Transaction Related Documents or with respect to any real or personal property or other interests pledged to Financial Security, the Insurer or in which Financial Security the Insurer has a security interest, in connection with the Transaction, subject in each case to the Liens granted pursuant to the Related Documents, provided, that no such bank or other lender shall thereby obtain any direct right against UCH, UCI, the Series 2005-1 Noteholders, the Series 2005-2 Noteholders or the Indenture Trustee, and further provided, that no such assignment or pledge shall give any assignee the right to exercise any discretionary authority that the Related Documents provide shall be exercisable by the Insurer or relieve the Insurer of any of its obligations hereunder or under the Policies provided, however, that no such participation or reinsurance agreement or arrangement shall relieve the Insurer of any of its obligations hereunder or under the Policies. (d) Except as provided herein with respect to participants and reinsurers, nothing in this Insurance Agreement shall confer any right, remedy or claim, express or implied, upon any PersonPerson not a party hereto, including, particularly, any Series 2005-1 Noteholder (except to the extent provided herein and without limitation or any Series 2005-2 Noteholder or any other Holder of their rights to receive payments with respect to the Trust Property, including without limitation payments under the Note Policy)Notes, other than Financial Security, the rights of the Insurer against the Trust, Universal Affiliates and the Seller, Arcadia Financial or the Servicer, Issuer and all the terms, covenants, conditions, promises and agreements contained herein shall be for the sole and exclusive benefit of the parties hereto and their successors and permitted assigns. Neither the Trustee, the Owner Indenture Trustee nor any Series 2005-1 Noteholder nor any Series 2005-2 Noteholder shall have any right to payment from any premiums Premiums paid or payable hereunder or under the Indenture or from any other amounts paid by the Seller Issuer or Arcadia Financial UCI pursuant to Section 3.02, 3.03 Sections 3.3 or 3.04 hereof (without limitation to the rights of the Noteholders to receive payments with respect to the Trust Property, as provided in the Indenture and the Trust Agreement)3.4.

Assignments; Reinsurance; Third-Party Rights. (a) This Insurance Agreement shall be a continuing obligation of the parties hereto and shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither the TrustNone of IOS Capital, the Seller nor Arcadia Financial or the Issuer may assign its rights under this Insurance Agreement, or delegate any of its duties hereunder, without the prior written consent of Financial Securitythe Insurer. Any assignment assignments made in violation of this Insurance Agreement shall be null and void. (b) Financial Security The Insurer shall have the right to give participations in its rights under this Insurance Agreement and to enter into contracts of reinsurance with respect to the Note Policy upon such terms and conditions as Financial Security the Insurer may in its discretion determine; PROVIDEDprovided, HOWEVERhowever, that no such participation or reinsurance agreement or arrangement shall relieve Financial Security the Insurer of any of its obligations hereunder or under the Note Policy and provided further that any reinsurer or participant will not have any rights against IOS Capital, the Noteholders or the Indenture Trustee and that IOS Capital, the Noteholders and the Indenture Trustee shall have no obligation to have any communication or relationship with any reinsurer or participant in order to enforce the obligations of the Insurer hereunder and under the Policy. (c) In addition, Financial Security shall be entitled to assign or pledge to any bank or other lender providing liquidity or credit with respect to the Transaction or the obligations of Financial Security in connection therewith any rights of Financial Security under the Transaction Documents or with respect to any real or personal property or other interests pledged to Financial Security, or in which Financial Security has a security interest, in connection with the Transaction. (d) Except as provided herein with respect to participants and reinsurers, nothing in this Insurance Agreement shall confer any right, remedy or claim, express or implied, upon any Person, including, particularly, any Noteholder (except to the extent provided herein and without limitation of their rights to receive payments with respect to the Trust Property, including without limitation payments under the Note Policy)Holder, other than Financial Security, the Insurer against IOS Capital or IOS Capital against the Trust, the Seller, Arcadia Financial or the Servicer, Insurer and all the terms, covenants, conditions, promises and agreements contained herein shall be for the sole and exclusive benefit of the parties hereto and their successors and permitted assigns. Neither the Trustee, the Owner Indenture Trustee nor any Noteholder Holder shall have any right to payment from any premiums Premiums paid or payable hereunder or under the Indenture or from any other amounts paid by the Seller or Arcadia Financial IOS Capital pursuant to Section 3.02, Sections 3.02 or 3.03 or 3.04 hereof (without limitation to the rights of the Noteholders to receive payments with respect to the Trust Property, as provided in the Indenture and the Trust Agreement)hereof.

Assignments; Reinsurance; Third-Party Rights. (a) This Agreement shall be a continuing obligation of each Seller and the parties hereto Depositor and shall (i) be binding upon each Seller and the Depositor, its or their successors and assigns and (ii) inure to the benefit of and be enforceable by the parties hereto Insurer and their respective successors its successors, transferees and permitted assigns. Neither the Trust, Sellers nor the Seller nor Arcadia Financial Depositor may assign its rights under this Agreement, or delegate any of its duties rights or obligations hereunder, without the prior written consent of Financial Security. Any assignment made in violation of this Agreement shall be null and voidthe Insurer. (b) Financial Security The Insurer shall have the right to give participations in its rights under this Agreement and to enter into contracts of reinsurance with respect to the Note Policy upon and each such terms participant or reinsurer shall be entitled to the benefit of any representation, warranty, covenant and conditions obligation of each Seller or the Depositor hereunder as Financial Security may in its discretion determineif such participant or reinsurer was a party hereto; PROVIDED, HOWEVER, provided that no such grant of participation or reinsurance agreement or arrangement shall operate to relieve Financial Security the Insurer of any of its obligations hereunder or under the Note Policy. (c) In addition, Financial Security the Insurer shall be entitled to assign or pledge to any bank or other lender providing liquidity or credit with respect to the Transaction or the obligations of Financial Security the Insurer in connection therewith any rights of Financial Security the Insurer under the Transaction Documents or with respect to any real or personal property or other interests pledged to Financial Securitythe Insurer, or in which Financial Security the Insurer has a security interest, in connection with the Transaction. (d) Except as provided herein with respect to participants and reinsurers, nothing in this Agreement shall confer any right, remedy or claim, express or implied, upon any Personperson, including, particularly, any Noteholder (except to the extent provided herein and without limitation Holder of their rights to receive payments with respect to the Trust Property, including without limitation payments under the Note Policy)a Certificate, other than Financial Securitythe Insurer, against each Seller and the Trust, the Seller, Arcadia Financial or the Servicer, Depositor and all the terms, covenants, conditions, promises and agreements contained herein shall be for the sole and exclusive benefit of the parties hereto and their successors and permitted assignssuccessors. Neither the Trustee, the Owner Trustee nor any Noteholder Holder of a Certificate shall have any right to payment from any premiums the premium paid or payable hereunder or from any other amounts paid by the Seller or Arcadia Financial pursuant to Section 3.02, 3.03 or 3.04 hereof (without limitation to the rights of the Noteholders to receive payments with respect to the Trust Property, as provided in the Indenture and the Trust Agreement)hereof.

Assignments; Reinsurance; Third-Party Rights. (a) This Insurance Agreement shall be a continuing obligation of the parties hereto and shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither the TrustNone of IOS Capital, the Seller nor Arcadia Financial or the Issuer may assign its rights under this Insurance Agreement, or delegate any of its duties hereunder, without the prior written consent of Financial Securitythe Insurer. Any assignment assignments made in violation of this Insurance Agreement shall be null and void. (b) Financial Security The Insurer shall have the right to give participations in its rights under this Insurance Agreement and to enter into contracts of reinsurance with respect to the Note Policy upon such terms and conditions as Financial Security the Insurer may in its discretion determine; PROVIDEDprovided, HOWEVERhowever, that no -------- ------- such participation or reinsurance agreement or arrangement shall relieve Financial Security the Insurer of any of its obligations hereunder or under either Policy and provided further that any reinsurer or participant will not have any rights against IOS Capital, the Note Noteholders or the Indenture Trustee and that IOS Capital, the Noteholders and the Indenture Trustee shall have no obligation to have any communication or relationship with any reinsurer or participant in order to enforce the obligations of the Insurer hereunder and under either Policy. (c) In addition, Financial Security shall be entitled to assign or pledge to any bank or other lender providing liquidity or credit with respect to the Transaction or the obligations of Financial Security in connection therewith any rights of Financial Security under the Transaction Documents or with respect to any real or personal property or other interests pledged to Financial Security, or in which Financial Security has a security interest, in connection with the Transaction. (d) Except as provided herein with respect to participants and reinsurers, nothing in this Insurance Agreement shall confer any right, remedy or claim, express or implied, upon any Person, including, particularly, any Noteholder (except to the extent provided herein and without limitation of their rights to receive payments with respect to the Trust Property, including without limitation payments under the Note Policy)Holder, other than Financial Security, the Insurer against IOS Capital or IOS Capital against the Trust, the Seller, Arcadia Financial or the Servicer, Insurer and all the terms, covenants, conditions, promises and agreements contained herein shall be for the sole and exclusive benefit of the parties hereto and their successors and permitted assigns. Neither the Trustee, the Owner Indenture Trustee nor any Noteholder Holder shall have any right to payment from any premiums Premiums paid or payable hereunder or under the Indenture or from any other amounts paid by the Seller or Arcadia Financial IOS Capital pursuant to Section 3.02, Sections 3.02 or 3.03 or 3.04 hereof (without limitation to the rights of the Noteholders to receive payments with respect to the Trust Property, as provided in the Indenture and the Trust Agreement)hereof.

Assignments; Reinsurance; Third-Party Rights. (a) This Insurance Agreement shall be a continuing obligation of the parties hereto and shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither None of the TrustServicer, the Seller nor Arcadia Financial Indenture Trustee, the Collateral Agent, the Owner Trustee, the Back-up Servicer, the Seller, the Originator, the Guarantor, the Special Member or the Issuer may assign its rights under this Insurance Agreement, or delegate any of its duties hereunder, without the prior written consent of Financial Securitythe Insurer. Any assignment made in violation of this Insurance Agreement shall be null and void. (b) Financial Security The Insurer shall have the right to give participations in its rights under this Insurance Agreement and to enter into contracts of reinsurance with respect to the Note Policy upon such terms and conditions as Financial Security the Insurer may in its discretion determine; PROVIDEDprovided, HOWEVERhowever, that no such participation or reinsurance agreement or arrangement shall relieve Financial Security the Insurer of any of its obligations hereunder or under the Note Policy. (c) In addition, Financial Security the Insurer shall be entitled to assign or pledge to any bank or other lender providing liquidity or credit with respect to the Transaction or the obligations of Financial Security the Insurer in connection therewith any rights of Financial Security the Insurer under the Transaction Documents or with respect to any real or personal property or other interests pledged to Financial Securitythe Insurer, or in which Financial Security the Insurer has a security interest, in connection with the Transaction. (d) Except as provided herein with respect to participants and reinsurers, nothing in this Insurance Agreement shall confer any right, remedy or claim, express or implied, upon any Person, including, particularly, any Noteholder (except to the extent provided herein and without limitation of their rights to receive payments with respect to the Trust Property, including without limitation payments under the Note Policy)Owner, other than Financial Security, the Insurer against the TrustServicer, the Indenture Trustee, the Collateral Agent, the Owner Trustee, the Back-up Servicer, the Seller, Arcadia Financial the Depositor, the Originator, the Guarantor, the Special Member or the ServicerIssuer, and all the terms, covenants, conditions, promises and agreements contained herein shall be for the sole and exclusive benefit of the parties hereto and their successors and permitted assigns. Neither the Indenture Trustee, the Owner Trustee Collateral Agent nor any Noteholder Owner shall have any right to payment from any premiums Premiums paid or payable hereunder or under the Indenture or from any other amounts paid by the Seller Servicer, the Indenture Trustee, the Collateral Agent, the Back-up Servicer, the Seller, the Depositor, the Originator, the Guarantor, the Special Member or Arcadia Financial the Issuer pursuant to Section 3.02, 3.03 or 3.04 hereof hereof. (without limitation to e) The Servicer, the Seller, the Depositor, the Originator, the Issuer, the Back-up Servicer, the Owner Trustee, the Guarantor, the Special Member and the Indenture Trustee, the Collateral Agent agree that the Insurer shall have all rights of the Noteholders to receive payments with a third-party beneficiary in respect to the Trust Property, as provided in of the Indenture and each other Transaction Document to which it is not a signing party and hereby incorporate and restate their representations, warranties and covenants as set forth therein for the Trust Agreement)benefit of the Insurer.

Assignments; Reinsurance; Third-Party Rights. (a) This Insurance Agreement shall be a continuing obligation of the parties hereto and shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither the Trust, the Seller Transferor nor Arcadia Financial NAFCO may assign its rights under this Insurance Agreement, or delegate any of its duties hereunder, without the prior written consent of Financial Security. Any assignment made in violation of this Insurance Agreement shall be null and void. (b) Financial Security shall have the right to give participations in its rights under this Insurance Agreement and to enter into contracts of reinsurance with respect to the Note Policy upon such terms and conditions as Financial Security may in its discretion determine; PROVIDEDprovided, HOWEVERhowever, that no such participation or reinsurance agreement or arrangement shall relieve Financial Security of any of its obligations hereunder or under the Note Policy. (c) In addition, Financial Security shall be entitled to assign or pledge to any bank or other lender providing liquidity or credit with respect to the Transaction or the obligations of Financial Security in connection therewith any rights of Financial Security under the Transaction Documents Documents, or with respect to any real or personal property or other interests pledged to Financial Security, or in which Financial Security has a security interest, in connection with the Transaction. (d) Except as provided herein with respect to participants and reinsurers, nothing in this Insurance Agreement shall confer any right, remedy or claim, express or implied, upon any Person, including, particularly, any Noteholder (except to the extent provided herein and without limitation of their rights to receive payments with respect to the Trust Property, including without limitation payments under the Note Policy)Certificateholder, other than Financial Security, against the Trust, the Seller, Arcadia Financial Transferor or the ServicerNAFCO, and all the terms, covenants, conditions, promises and agreements contained herein shall be for the sole and exclusive benefit of the parties hereto and their successors and permitted assigns. Neither the Trustee, the Owner Trustee nor any Noteholder Certificateholder shall have any right to payment from any premiums paid or payable hereunder or from any other amounts paid by NAFCO or the Seller or Arcadia Financial Transferor pursuant to Section 3.02, 3.03 or 3.04 hereof (without limitation to the rights of the Noteholders to receive payments with respect to the Trust Property, as provided in the Indenture and the Trust Agreement)hereof.

Assignments; Reinsurance; Third-Party Rights. (a) This Insurance Agreement shall be a continuing obligation of the parties hereto and shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither None of the TrustTransferor, the Seller nor Arcadia Financial Trustee, the Originator or the Servicer may assign its rights under this Insurance Agreement, or delegate any of its duties hereunder, without the prior written consent of Financial Securitythe Insurer. Any assignment made in violation of this Insurance Agreement shall be null and void. (b) Financial Security The Insurer shall have the right to give participations in its rights under this Insurance Agreement and to enter into contracts of reinsurance with respect to the Note Policy upon such terms and conditions as Financial Security the Insurer may in its discretion determine; PROVIDEDprovided, HOWEVERhowever, that no such participation or reinsurance agreement or arrangement shall relieve Financial Security the Insurer of any of its obligations hereunder or under the Note Policy. (c) In addition, Financial Security the Insurer shall be entitled to assign or pledge to any bank or other lender providing liquidity or credit with respect to the Transaction or the obligations of Financial Security the Insurer in connection therewith any rights of Financial Security the Insurer under the Transaction Documents or with respect to any real or personal property or other interests pledged to Financial Securitythe Insurer, or in which Financial Security the Insurer has a security interest, in connection with the Transaction. (d) Except as provided herein with respect to participants and reinsurers, nothing in this Insurance Agreement shall confer any right, remedy or claim, express or implied, upon any Person, including, particularly, any Noteholder (except to the extent provided herein and without limitation of their rights to receive payments with respect to the Trust Property, including without limitation payments under the Note Policy)Owner, other than Financial Security, the Insurer against the TrustTransferor, the Seller, Arcadia Financial or the Servicer, pursuant to Section 3.02, 3.03 or 3.04 hereof, the Trustee, and all the terms, covenants, conditions, promises and agreements contained herein shall be for the sole and exclusive benefit of the parties hereto and their successors and permitted assigns. Neither the Trustee, the Owner Trustee nor any Noteholder Owner shall have any right to payment from any premiums Premiums paid or payable hereunder or under the Agreement or from any other amounts paid by the Seller Transferor, the Trustee, the Originator or Arcadia Financial the Servicer pursuant to Section 3.02, 3.03 or 3.04 hereof hereof. (without limitation to e) The Transferor, the Trustee, the Originator and the Servicer agree that the Insurer shall have all rights of a third-party beneficiary in respect of the Noteholders Agreement and each other Transaction Document to receive payments with respect to which the Trust PropertyInsurer is not a signing party and hereby incorporate and restate their representations, warranties and covenants as provided in set forth therein for the Indenture and benefit of the Trust Agreement)Insurer.

Assignments; Reinsurance; Third-Party Rights. (a) This Insurance Agreement shall be a continuing obligation of the parties hereto and shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither None of the TrustServicer, the Seller nor Arcadia Financial Originator, the Seller, the Issuer, the Indenture Trustee or the Backup Servicer may assign its rights under this Insurance Agreement, or delegate any of its duties hereunder, without the prior written consent of Financial Securitythe Insurer. Any assignment made in violation of this Insurance Agreement shall be null and void. (b) Financial Security The Insurer shall have the right to give participations in its rights under this Insurance Agreement and to enter into contracts of reinsurance with respect to the Note Policy Policies upon such terms and conditions as Financial Security the Insurer may in its discretion determine; PROVIDEDprovided, HOWEVERhowever, that no such participation or reinsurance agreement or arrangement shall relieve Financial Security the Insurer of any of its obligations hereunder or under the Note PolicyPolicies. (c) In addition, Financial Security the Insurer shall be entitled to assign or pledge to any bank or other lender providing liquidity or credit with respect to the Transaction or the obligations of Financial Security the Insurer in connection therewith any rights of Financial Security the Insurer under the Transaction Documents or with respect to any real or personal property or other interests pledged to Financial Securitythe Insurer, or in which Financial Security the Insurer has a security interest, in connection with the Transaction. (d) Except as provided herein with respect to participants and reinsurers, nothing in this Insurance Agreement shall confer any right, remedy or claim, express or implied, upon any Person, including, particularly, any Noteholder (except to the extent provided herein and without limitation of their rights to receive payments with respect to the Trust Property, including without limitation payments under the Note Policy)Owner, other than Financial Security, the Insurer against the TrustServicer, the Originator, the Seller, Arcadia Financial the Issuer, the Indenture Trustee or the Backup Servicer, and all the terms, covenants, conditions, promises and agreements contained herein shall be for the sole and exclusive benefit of the parties hereto and their successors and permitted assigns. Neither the Trustee, the Owner Indenture Trustee nor any Noteholder Owner shall have any right to payment from any premiums Premiums paid or payable hereunder or under the Sale and Servicing Agreement or from any other amounts paid by the Seller Servicer, the Originator, the Seller, the Issuer, the Indenture Trustee or Arcadia Financial the Backup Servicer pursuant to Section 3.02, 3.03 or 3.04 hereof hereof. (without limitation to e) The Servicer, the Originator, the Seller, the Issuer, the Indenture Trustee and the Backup Servicer agree that the Insurer shall have all rights of the Noteholders to receive payments with a third-party beneficiary in respect to the Trust Property, as provided in of the Indenture and each other Transaction Document to which it is not a signing party and hereby incorporate and restate their representations, warranties and covenants as set forth therein for the Trust Agreement)benefit of the Insurer.

Assignments; Reinsurance; Third-Party Rights. (a) This Insurance Agreement shall be a continuing obligation of the parties hereto and shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither None of the TrustServicer, the Seller nor Arcadia Financial Originator, the Administrative Agent, the Collateral Agent, the Standby Servicer or the Borrower may assign its rights under this Insurance Agreement, or delegate any of its duties hereunder, without the prior written consent of Financial Securitythe Surety Provider. Any assignment made in violation of this Insurance Agreement shall be null and void. (b) Financial Security The Surety Provider shall have the right to give participations in its rights under this Insurance Agreement and to enter into contracts of reinsurance with respect to the Note Policy Surety Bond upon such terms and conditions as Financial Security the Surety Provider may in its discretion determine; PROVIDEDprovided, HOWEVERhowever, that no such participation or reinsurance agreement or arrangement shall relieve Financial Security the Surety Provider of any of its obligations hereunder or under the Note PolicySurety Bond. (c) In addition, Financial Security the Surety Provider shall be entitled to assign or pledge to any bank or other lender providing liquidity or credit with respect to the Transaction or the obligations of Financial Security the Surety Provider in connection therewith any rights of Financial Security the Surety Provider under the Transaction Documents or with respect to any real or personal property or other interests pledged to Financial Securitythe Surety Provider, or in which Financial Security the Surety Provider has a security interest, in connection with the Transaction. (d) Except as provided herein with respect to participants and reinsurers, nothing in this Insurance Agreement shall confer any right, remedy or claim, express or implied, upon any Person, including, particularly, any Noteholder (except to of the extent provided herein and without limitation of their rights to receive payments with respect to the Trust Property, including without limitation payments under the Note Policy)Lenders, other than Financial Securitythe Surety Provider, against the TrustServicer, the SellerOriginator, Arcadia Financial the Administrative Agent, Collateral Agent, the Lender, the Standby Servicer or the ServicerBorrower, and all the terms, covenants, conditions, promises and agreements contained herein shall be for the sole and exclusive benefit of the parties hereto and their successors and permitted assigns. Neither the Trustee, the Owner Trustee Collateral Agent nor any Noteholder Lenders shall have any right to payment from any premiums Premium paid or payable hereunder or under the Warehouse Loan Agreement or from any other amounts paid by the Seller Servicer, the Originator, the Collateral Agent, the Standby Servicer or Arcadia Financial the Borrower pursuant to Section 3.024.02, 3.03 4.03 or 3.04 hereof 4.04 hereof. (without limitation to e) The Servicer, the Originator, the Borrower, the Collateral Agent, the Lender, the Standby Servicer and the Administrative Agent agree that the Surety Provider shall have all rights of a third-party beneficiary in respect of the Noteholders Warehouse Loan Agreement and each other Transaction Document to receive payments with respect to the Trust Propertywhich it is not a signing party and hereby incorporate and restate their representations, warranties and covenants, if any, as provided in set forth therein for the Indenture and benefit of the Trust Agreement)Surety Provider.

Assignments; Reinsurance; Third-Party Rights. (a) This Insurance Agreement shall be a continuing obligation of the parties hereto and shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither the Trust, the Seller nor Arcadia Financial No COAF Company may assign its rights under this Insurance Agreement, or delegate any of its duties hereunder, without the prior written consent of Financial Security. Any assignment made in violation of this Agreement shall be null and voidthe Note Insurer. (b) Financial Security The Note Insurer shall have the right to give participations in its rights under this Insurance Agreement and to enter into contracts of reinsurance with respect to the Note Policy Policies upon such terms and conditions as Financial Security the Note Insurer may in its discretion determine; PROVIDEDprovided, HOWEVERhowever, that no such participation or reinsurance agreement or arrangement shall relieve Financial Security the Note Insurer of any of its obligations hereunder or under the Note PolicyPolicies. (c) In addition, Financial Security the Note Insurer shall be entitled to assign or pledge to any bank or other lender providing liquidity or credit with respect to the Transaction or the obligations of Financial Security the Note Insurer in connection therewith any rights of Financial Security the Note Insurer under the Transaction Documents or with respect to any real or personal property or other interests pledged to Financial Securitythe Note Insurer, or in which Financial Security the Note Insurer has a security interest, in connection with the Transaction. (d) Except as provided herein with respect to participants and reinsurers, nothing in this Insurance Agreement shall confer any right, remedy or claim, express or implied, upon any Person, including, particularly, any Noteholder (except to the extent provided herein and without limitation of their rights to receive payments with respect to the Trust Property, including without limitation payments under the Note Policy)Owner, other than Financial Security, the Note Insurer against the Trust, the Seller, Arcadia Financial or the Servicerany COAF Company, and all the terms, covenants, conditions, promises and agreements contained herein shall be for the sole and exclusive benefit of the parties hereto and their successors and permitted assigns. Neither the Indenture Trustee, the Owner Trustee nor any Noteholder Owner shall have any right to payment from any premiums Premiums paid or payable hereunder or under the Indenture or from any other amounts paid by the Seller or Arcadia Financial any COAF Company pursuant to Section 3.02, 3.02 or 3.03 or 3.04 hereof (without limitation to the rights of the Noteholders to receive payments with respect to the Trust Property, as provided in the Indenture and the Trust Agreement)hereof.

Assignments; Reinsurance; Third-Party Rights. (a) This Insurance Agreement shall be a continuing obligation of the parties hereto and shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither None of UACC, the TrustServicer, the Seller nor Arcadia Financial or the Issuer may assign its rights under this Insurance Agreement, or delegate any of its duties hereunder, without the prior written consent of Financial Securitythe Insurer. None of the Trustee, the Trust Collateral Agent, the Collateral Agent or the Backup Servicer may assign its rights under this Insurance Agreement, or delegate any of its duties hereunder, without the prior written consent of the Insurer, which consent shall not be unreasonably withheld or delayed, except to a successor or assign that is permitted by the Indenture. Any assignment made in violation of this Insurance Agreement shall be null and void. (b) Financial Security The Insurer shall have the right to give participations in its rights under this Insurance Agreement and to enter into contracts of reinsurance with respect to the Note Policy upon such terms and conditions as Financial Security the Insurer may in its discretion determine; PROVIDEDprovided, HOWEVERhowever, that no such participation or reinsurance agreement or arrangement shall relieve Financial Security the Insurer of any of its obligations hereunder or under the Note Policy. (c) In addition, Financial Security the Insurer shall be entitled to assign or pledge to any bank or other lender providing liquidity or credit with respect to the Transaction or the obligations of Financial Security the Insurer in connection therewith any rights of Financial Security the Insurer under the Transaction Documents or with respect to any real or personal property or other interests pledged to Financial Securitythe Insurer, or in which Financial Security the Insurer has a security interest, in connection with the Transaction. (d) Except as provided herein with respect to participants and reinsurers, nothing in this Insurance Agreement shall confer any right, remedy or claim, express or implied, upon any Person, including, particularly, any Noteholder (except to the extent provided herein and without limitation of their rights to receive payments with respect to the Trust Property, including without limitation payments under the Note Policy)Owner, other than Financial Securitythe Insurer against UACC, against the TrustServicer, the Seller, Arcadia Financial the Issuer, the Trustee, the Trust Collateral Agent, the Collateral Agent or the Servicer, Backup Servicer and all the terms, covenants, conditions, promises and agreements contained herein shall be for the sole and exclusive benefit of the parties hereto and their successors and permitted assigns. Neither the Trustee, the Owner Trustee nor any Noteholder Owner shall have any right to payment from any premiums Premiums paid or payable hereunder or under the Sale and Servicing Agreement or from any other amounts paid by the Seller Servicer, the Seller, the Issuer, the Trustee, the Trust Collateral Agent, the Collateral Agent or Arcadia Financial the Backup Servicer pursuant to Section 3.02, 3.03 or 3.04 hereof hereof. (without limitation to e) UACC, the Servicer, the Trustee, the Trust Collateral Agent, the Collateral Agent and the Backup Servicer agree that the Insurer shall have all rights of the Noteholders to receive payments with a third-party beneficiary in respect to the Trust Property, as provided in of the Indenture and each other Transaction Document to which it is not a signing party and hereby incorporate and restate their representations, warranties and covenants as set forth therein for the Trust Agreement)benefit of the Insurer.

Assignments; Reinsurance; Third-Party Rights. (a) This Insurance Agreement shall be a continuing obligation of the parties hereto and shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither Each of the TrustSponsor, the Seller nor Arcadia Financial Issuer and the Depositor and the Servicer may not assign its rights under this Insurance Agreement, or delegate any of its duties hereunder, without the prior written consent of Financial Securitythe Insurer, which consent shall not be unreasonably withheld. Any assignment assignments made in violation of this Insurance Agreement shall be null and void. (b) Financial Security The Insurer shall have the right to give participations in its rights under this Insurance Agreement and to enter into contracts of reinsurance with respect to the Note Policy upon such terms and conditions as Financial Security the Insurer may in its discretion determine; PROVIDEDprovided, HOWEVERhowever, that no such participation or reinsurance agreement or arrangement shall relieve Financial Security the Insurer of any of its obligations hereunder or under the Note Policy, nor shall the Sponsor, the Issuer or the Depositor be required to deal directly with any such parties. (c) In addition, Financial Security the Insurer shall be entitled to assign or pledge to any bank or other lender providing liquidity or credit with respect to the Transaction or the obligations of Financial Security the Insurer in connection therewith any rights of Financial Security the Insurer under the Transaction Operative Documents or with respect to any real or personal property or other interests pledged to Financial Securitythe Insurer, or in which Financial Security the Insurer has a security interest, in connection with the Transaction; provided that the Insurer shall notify the Sponsor in writing upon any such assignment. (d) Except as provided herein with respect to participants and reinsurers, nothing in this Insurance Agreement shall confer any right, remedy or claim, express or implied, upon any Person, including, particularly, any Noteholder (except to the extent provided herein and without limitation of their rights to receive payments with respect to the Trust Property, including without limitation payments under the Note Policy)Holder, other than Financial Security, the Insurer against the TrustSponsor, the Seller, Arcadia Financial Issuer or the ServicerDepositor, or the Sponsor, the Issuer or the Depositor against the Insurer and all the terms, covenants, conditions, promises and agreements contained herein shall be for the sole and exclusive benefit of the parties hereto and their successors and permitted assigns. Neither the Trustee, the Owner Indenture Trustee nor any Noteholder Holder shall have any right to payment from any premiums Premiums paid or payable hereunder or under the Indenture or from any other amounts paid by the Seller or Arcadia Financial Sponsor pursuant to Section 3.02, 3.03 Sections 3.02 or 3.04 hereof (without limitation to the rights of the Noteholders to receive payments with respect to the Trust Property, as provided in the Indenture and the Trust Agreement)3.03.

Assignments; Reinsurance; Third-Party Rights. (a) This Insurance Agreement shall be a continuing obligation of the parties hereto and shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither the TrustThe Sponsor, the Seller nor Arcadia Financial Seller, the Servicer and the Depositor may not assign its their respective rights under this Insurance Agreement, or delegate any of its duties hereunder, without the prior written consent of Financial Securitythe Insurer. Any assignment assignments made in violation of this Insurance Agreement shall be null and void. (b) Financial Security The Insurer shall have the right to give participations in its rights under this Insurance Agreement and to enter into contracts of reinsurance with respect to the Note Policy upon such terms and conditions as Financial Security the Insurer may in its discretion determine; PROVIDEDprovided, HOWEVERhowever, that no such participation or reinsurance agreement or arrangement shall relieve Financial Security the Insurer of any of its obligations hereunder or under the Note Policy; and provided, further, that any reinsurer or participant will not have any rights against the Sponsor, the Seller, the Servicer, the Depositor, the Issuing Entity, the Holders or the Indenture Trustee and that the Sponsor, the Seller, the Servicer, the Depositor, the Issuing Entity, the Holders and the Indenture Trustee shall have no obligation to have any communication or relationship with any reinsurer or participant in order to enforce the obligations of the Insurer hereunder and under the Policy. (c) In addition, Financial Security shall be entitled to assign or pledge to any bank or other lender providing liquidity or credit with respect to the Transaction or the obligations of Financial Security in connection therewith any rights of Financial Security under the Transaction Documents or with respect to any real or personal property or other interests pledged to Financial Security, or in which Financial Security has a security interest, in connection with the Transaction. (d) Except as provided herein with respect to participants and reinsurers, nothing in this Insurance Agreement shall confer any right, remedy or claim, express or implied, upon any Person, including, particularly, any Noteholder (except to the extent provided herein and without limitation of their rights to receive payments with respect to the Trust Property, including without limitation payments under the Note Policy)Holder, other than Financial Security, the Insurer against the TrustSponsor, the Seller, Arcadia Financial the Servicer and the Depositor, or the ServicerSponsor, the Seller, the Servicer and the Depositor against the Insurer and all the terms, covenants, conditions, promises and agreements contained herein shall be for the sole and exclusive benefit of the parties hereto and their successors and permitted assigns. Neither the Trustee, the Owner Indenture Trustee nor any Noteholder Holder shall have any right to payment from any premiums Premium paid or payable hereunder or under the Sale and Servicing Agreement or from any other amounts paid by the Seller or Arcadia Financial and the Depositor pursuant to Section 3.02, 3.03 Sections 3.02 or 3.04 hereof (without limitation to the rights of the Noteholders to receive payments with respect to the Trust Property, as provided in the Indenture and the Trust Agreement)3.03.

Assignments; Reinsurance; Third-Party Rights. (a) This Insurance Agreement shall be a continuing obligation of the parties hereto and shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither None of the Trust, Servicer or the Seller nor Arcadia Financial Company may assign its rights under this Insurance Agreement, or delegate any of its duties hereunder, without the prior written consent of Financial Security. Any assignment made in violation of this Insurance Agreement shall be null and void. (b) Financial Security shall have the right to give participations in its rights under this Insurance Agreement and to enter into contracts of reinsurance with respect to the Note Policy upon such terms and conditions as Financial Security may in its discretion determine; PROVIDEDprovided, HOWEVERhowever, that no such participation or reinsurance agreement or arrangement shall relieve Financial Security of any of its obligations hereunder or under the Note Policy. (c) In addition, Financial Security shall be entitled to assign or pledge to any bank or other lender providing liquidity or credit with respect to the Transaction or the obligations of Financial Security in connection therewith any rights of Financial Security under the Transaction Documents Documents, or with respect to any real or personal property or other interests pledged to Financial Security, or in which Financial Security has a security interest, in connection with the Transaction. (d) Except as provided herein with respect to participants and reinsurers, nothing in this Insurance Agreement shall confer any right, remedy or claim, express or implied, upon any Person, including, particularly, any Noteholder (except to the extent provided herein and without limitation of their rights to receive payments with respect to the Trust Property, including without limitation payments under the Note Policy), other than Financial Security, against the Trust, the Seller, Arcadia Financial Servicer or the ServicerCompany, and all the terms, covenants, conditions, promises and agreements contained herein shall be for the sole and exclusive benefit of the parties hereto and their successors and permitted assigns. Neither the Trustee, the Owner The Trustee nor any Noteholder shall not have any right to payment from any premiums paid or payable hereunder or from any other amounts paid by the Seller Servicer or Arcadia Financial the Company pursuant to Section 3.02, 3.03 or 3.04 hereof (without limitation to the rights of the Noteholders to receive payments with respect to the Trust Property, as provided in the Indenture and the Trust Agreement)hereof.

Assignments; Reinsurance; Third-Party Rights. (a) This Insurance Agreement shall be a continuing obligation of the parties hereto and shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither None of the TrustServicer, the Seller nor Arcadia Financial Collateral Agent, the Securities Intermediary, the Sellers, the Custodian or the Debtor may assign its rights under this Insurance Agreement, or delegate any of its duties hereunder, without the prior written consent of Financial Securitythe Insurer. Any assignment made in violation of this Insurance Agreement shall be null and void. (b) Financial Security The Insurer shall have the right to give participations in its rights under this Insurance Agreement and to enter into contracts of reinsurance with respect to the Note Policy upon such terms and conditions as Financial Security the Insurer may in its discretion determine; PROVIDEDprovided, HOWEVERhowever, that no such participation or reinsurance agreement or arrangement shall relieve Financial Security the Insurer of any of its obligations hereunder or under the Note Policy. (c) In addition, Financial Security the Insurer shall be entitled to assign or pledge to any bank or other lender providing liquidity or credit with respect to the Transaction or the obligations of Financial Security the Insurer in connection therewith any rights of Financial Security the Insurer under the Transaction Documents or with respect to any real or personal property or other interests pledged to Financial Securitythe Insurer, or in which Financial Security the Insurer has a security interest, in connection with the Transaction. (d) Except as provided herein with respect to participants and reinsurers, nothing in this Insurance Agreement shall confer any right, remedy or claim, express or implied, upon any Person, including, particularly, any Noteholder (except to the extent provided herein and without limitation of their rights to receive payments with respect to the Trust Property, including without limitation payments under the Note Policy)Owner, other than Financial Security, the Insurer against the TrustServicer, the SellerCollateral Agent, Arcadia Financial the Securities Intermediary, the Sellers, the Custodian or the ServicerDebtor, and all the terms, covenants, conditions, promises and agreements contained herein shall be for the sole and exclusive benefit of the parties hereto and their successors and permitted assigns. Neither the Trustee, the Owner Trustee Collateral Agent nor any Noteholder Owner shall have any right to payment from any premiums Insurer Premium’s paid or payable hereunder or under the Security Agreement or from any other amounts paid by the Seller Servicer, the Collateral Agent, the Securities Intermediary, the Sellers, the Custodian or Arcadia Financial the Debtor pursuant to Section 3.02, 3.03 or 3.04 hereof hereof. (without limitation to e) The Servicer, the Custodian, the Debtor, the Sellers, and the Collateral Agent and Securities Intermediary agree that the Insurer shall have all rights of a third-party beneficiary in respect of the Noteholders Security Agreement, the Servicing and Custodian Agreement and each other Transaction Document to receive payments with respect to which it is not a signing party and hereby incorporate and restate their representations, warranties and covenants as set forth therein for the Trust Property, as provided in benefit of the Indenture and the Trust Agreement)Insurer.

Assignments; Reinsurance; Third-Party Rights. (a) This Insurance Agreement shall be a continuing obligation of the parties hereto and shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither None of the TrustCo-Issuers, the Seller nor Arcadia Financial Master Servicer or Holdco may assign its respective rights under this Insurance Agreement, or delegate any of its duties hereunder, without the prior written consent of Financial Security. Any the Series 2007-1 Class A Lead Insurer, and any assignment made in violation of this Insurance Agreement shall be null and void. (b) Financial Security Each Series 2007-1 Class A Insurer shall have the right to give participations in its rights under this Insurance Agreement and to enter into contracts of reinsurance with respect to the Note such Series 2007-1 Class A Insurer’s Policy upon such terms and conditions as Financial Security such Series 2007-1 Class A Insurer may in its discretion determine; PROVIDEDprovided, HOWEVERhowever, that no such participation or reinsurance agreement or arrangement shall relieve Financial Security any Series 2007-1 Class A Insurer of any of its obligations hereunder or under such Series 2007-1 Class A Insurer’s Policy or provide to any participant or reinsurer thereunder any direct right of action against Holdco, the Note PolicyMaster Servicer or any of the Securitization Entities. (c) In addition, Financial Security each Series 2007-1 Class A Insurer shall be entitled to assign or pledge to any bank or other lender providing liquidity or credit with respect to the Transaction or the obligations of Financial Security such Series 2007-1 Class A Insurer in connection therewith any rights of Financial Security such Series 2007-1 Class A Insurer under the Transaction Related Documents or with respect to any real or personal property or other interests pledged to Financial Securitysuch Series 2007-1 Class A Insurer, or in which Financial Security such Series 2007-1 Class A Insurer has a security interest, in connection with the Transaction. (d) Except as provided herein with respect to participants and reinsurers, nothing in this Insurance Agreement shall confer any right, remedy or claim, express or implied, upon any Person, including, particularly, any Noteholder (except to the extent provided herein and without limitation of their rights to receive payments with respect to the Trust Property, including without limitation payments under the Note Policy)Noteholder, other than Financial Security, against the Trust, the Seller, Arcadia Financial or the Servicera Series 2007-1 Class A Insurer, and all the terms, covenants, conditions, promises and agreements contained herein shall be for the sole and exclusive benefit of the parties hereto and their respective successors and permitted assigns. Neither the Trustee, the Owner Trustee nor any Noteholder shall have any right to payment from any premiums Series 2007-1 Class A Insurer Premiums paid or payable hereunder or under the Indenture or from any other amounts paid by any of the Seller parties hereto or Arcadia Financial any Securitization Entity pursuant to Section 3.02, 3.02 or 3.03 or 3.04 hereof (without limitation to the rights of the Noteholders to receive payments with respect to the Trust Property, as provided in the Indenture and the Trust Agreement)hereof.

Assignments; Reinsurance; Third-Party Rights. (a) This Insurance Agreement shall be a continuing obligation of the parties hereto and shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither None of the TrustServicer, the Seller Indenture Trustee, the Seller, the Issuer nor Arcadia Financial the Depositor may assign its rights under this Insurance Agreement, or delegate any of its duties hereunder, without the prior written consent of Financial Securitythe Insurer. Any assignment made in violation of this Insurance Agreement shall be null and void. (b) Financial Security The Insurer shall have the right to give participations in its rights under this Insurance Agreement and to enter into contracts of reinsurance with respect to the Note Policy upon such terms and conditions as Financial Security the Insurer may in its discretion determine; PROVIDEDprovided, HOWEVERhowever, that no such participation or reinsurance agreement or arrangement shall relieve Financial Security the Insurer of any of its obligations hereunder or under the Note Policy. (c) In addition, Financial Security the Insurer shall be entitled to assign or pledge to any bank or other lender providing liquidity or credit with respect to the Transaction or the obligations of Financial Security the Insurer in connection therewith any rights of Financial Security the Insurer under the Transaction Documents or with respect to any real or personal property or other interests pledged to Financial Securitythe Insurer, or in which Financial Security the Insurer has a security interest, in connection with the Transaction. (d) Except as provided herein with respect to participants and reinsurers, nothing in this Insurance Agreement shall confer any right, remedy or claim, express or implied, upon any Person, including, particularly, any Noteholder (except to the extent provided herein and without limitation of their rights to receive payments with respect to the Trust Property, including without limitation payments under the Note Policy)Owner, other than Financial Security, the Insurer against the TrustServicer, the Indenture Trustee, the Seller, Arcadia Financial the Issuer or the ServicerDepositor, and all the terms, covenants, conditions, promises and agreements contained herein shall be for the sole and exclusive benefit of the parties hereto and their successors and permitted assigns. Neither the Trustee, the Owner Indenture Trustee nor any Noteholder Owner shall have any right to payment from any premiums Premiums paid or payable hereunder or under the Sale and Servicing Agreement or from any other amounts paid by the Servicer, the Indenture Trustee, the Seller or Arcadia Financial the Depositor pursuant to Section 3.02, 3.03 or 3.04 hereof hereof. (without limitation to e) The Servicer, the Seller, the Depositor, the Issuer and the Indenture Trustee agree that the Insurer shall have all rights of the Noteholders to receive payments with a third-party beneficiary in respect to the Trust Property, as provided in of the Indenture and each other Transaction Document to which it is not a signing party and hereby incorporate and restate their representations, warranties and covenants as set forth therein for the Trust Agreement)benefit of the Insurer.

Assignments; Reinsurance; Third-Party Rights. (a) This Insurance Agreement shall be a continuing obligation of the parties hereto and shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither None of the TrustServicer, the Seller Indenture Trustee, the Back-up Servicer, the Seller, the Issuer, the Owner Trustee nor Arcadia Financial the Depositor may assign its rights under this Insurance Agreement, or delegate any of its duties hereunder, without the prior written consent of Financial Securitythe Insurer. Any assignment made in violation of this Insurance Agreement shall be null and void. (b) Financial Security The Insurer shall have the right to give participations in its rights under this Insurance Agreement and to enter into contracts of reinsurance with respect to the Note Policy upon such terms and conditions as Financial Security the Insurer may in its discretion determine; PROVIDEDprovided, HOWEVERhowever, that no such participation or reinsurance agreement or arrangement shall relieve Financial Security the Insurer of any of its obligations hereunder or under the Note Policy. (c) In addition, Financial Security the Insurer shall be entitled to assign or pledge to any bank or other lender providing liquidity or credit with respect to the Transaction or the obligations of Financial Security the Insurer in connection therewith any rights of Financial Security the Insurer under the Transaction Documents or with respect to any real or personal property or other interests pledged to Financial Securitythe Insurer, or in which Financial Security the Insurer has a security interest, in connection with the Transaction. (d) Except as provided herein with respect to participants and reinsurers, nothing in this Insurance Agreement shall confer any right, remedy or claim, express or implied, upon any Person, including, particularly, any Noteholder (except to the extent provided herein and without limitation of their rights to receive payments with respect to the Trust Property, including without limitation payments under the Note Policy)Owner, other than Financial Security, the Insurer against the TrustServicer, the Indenture Trustee, the Back-up Servicer, the Seller, Arcadia Financial the Issuer, the Owner Trustee or the ServicerDepositor, and all the terms, covenants, conditions, promises and agreements contained herein shall be for the sole and exclusive benefit of the parties hereto and their successors and permitted assigns. Neither the Trustee, the Owner Indenture Trustee nor any Noteholder Owner shall have any right to payment from any premiums Insurance Premiums paid or payable hereunder or under the Sale and Allocation Agreement or from any other amounts paid by the Servicer, the Indenture Trustee, the Back-up Servicer, the Seller or Arcadia Financial the Depositor pursuant to Section 3.02, 3.03 or 3.04 hereof hereof. (without limitation to e) The Servicer, the Seller, the Depositor, the Back-up Servicer, the Issuer, the Owner Trustee and the Indenture Trustee agree that the Insurer shall have all rights of the Noteholders to receive payments with a third-party beneficiary in respect to the Trust Property, as provided in of the Indenture and each other Transaction Document to which it is not a signing party and hereby incorporate and restate their representations, warranties and covenants as set forth therein for the Trust Agreement)benefit of the Insurer.

Assignments; Reinsurance; Third-Party Rights. (a) This Insurance Agreement shall be a continuing obligation of the parties hereto and shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither None of the TrustIssuer, TFC, TFCRC III, the Seller nor Arcadia Financial Servicer, the Back-up Servicer or the Successor Servicer may assign its rights under this Agreement, or delegate any of its duties hereunder, without the prior written consent of Financial Security. Any assignment made in violation of this Agreement shall be null and void. (b) Financial Security shall have the right to give grant participations in its rights under this Agreement and to enter into contracts of reinsurance with respect to the Note Policy upon such terms and conditions as Financial Security may in its discretion determine; PROVIDEDprovided, HOWEVERhowever, that no such participation or reinsurance agreement or arrangement shall relieve Financial Security of any of its obligations hereunder or under the Note Policy. (c) In addition, Financial Security shall be entitled to assign or pledge to any bank or other lender investor providing liquidity or credit with respect to the Transaction or the obligations of Financial Security in connection therewith any rights of Financial Security under the Transaction Documents or with respect to any real or personal property or other interests pledged to Financial Security, or in which Financial Security has a security interest, in connection with the Transaction. (d) Except as provided herein with respect to participants and reinsurers, nothing in this Agreement shall confer any right, remedy or claim, express or implied, upon any Person, including, particularly, any Noteholder (except to or the extent provided herein and without limitation of their rights to receive payments with respect to the Trust Property, including without limitation payments under the Note Policy)Certificateholder, other than Financial Security, against the TrustIssuer, TFC, TFCRC III, the SellerServicer, Arcadia Financial the Back-up Servicer or the Successor Servicer, and all the terms, covenants, conditions, promises and agreements contained herein shall be for the sole and exclusive benefit of the parties hereto and their successors and permitted assigns. Neither None of the Trustee, the Owner Trustee Trustee, or the Trust Collateral Agent, nor any Noteholder or the Certificateholder shall have any right to payment from any premiums paid or payable hereunder or from any other amounts paid by the Seller TFC or Arcadia Financial any other Person pursuant to Section 3.02, 3.03 or 3.04 hereof (without limitation to the rights of the Noteholders to receive payments with respect to the Trust Property, as provided in the Indenture and the Trust Agreement).Article II hereof. ----------

Assignments; Reinsurance; Third-Party Rights. (a) This Insurance Agreement shall be a continuing obligation of the parties hereto and shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither the TrustNone of IOS Capital, the Seller nor Arcadia Financial or the Issuer may assign its rights under this Insurance Agreement, or delegate any of its duties hereunder, without the prior written consent of Financial Securitythe Insurer. Any assignment assignments made in violation of this Insurance Agreement shall be null and void. (b) Financial Security The Insurer shall have the right to give participations in its rights under this Insurance Agreement and to enter into contracts of reinsurance with respect to the Note Policy upon such terms and conditions as Financial Security the Insurer may in its discretion determine; PROVIDEDprovided, HOWEVER-------- however, that no such participation or reinsurance agreement or ------- arrangement shall relieve Financial Security the Insurer of any of its obligations hereunder or under the Note Policy and provided further that any reinsurer or participant will not have any rights against IOS Capital, the Noteholders or the Indenture Trustee and that IOS Capital, the Noteholders and the Indenture Trustee shall have no obligation to have any communication or relationship with any reinsurer or participant in order to enforce the obligations of the Insurer hereunder and under the Policy. (c) In addition, Financial Security shall be entitled to assign or pledge to any bank or other lender providing liquidity or credit with respect to the Transaction or the obligations of Financial Security in connection therewith any rights of Financial Security under the Transaction Documents or with respect to any real or personal property or other interests pledged to Financial Security, or in which Financial Security has a security interest, in connection with the Transaction. (d) Except as provided herein with respect to participants and reinsurers, nothing in this Insurance Agreement shall confer any right, remedy or claim, express or implied, upon any Person, including, particularly, any Noteholder (except to the extent provided herein and without limitation of their rights to receive payments with respect to the Trust Property, including without limitation payments under the Note Policy)Holder, other than Financial Security, the Insurer against IOS Capital or IOS Capital against the Trust, the Seller, Arcadia Financial or the Servicer, Insurer and all the terms, covenants, conditions, promises and agreements contained herein shall be for the sole and exclusive benefit of the parties hereto and their successors and permitted assigns. Neither the Trustee, the Owner Indenture Trustee nor any Noteholder Holder shall have any right to payment from any premiums Premiums paid or payable hereunder or under the Indenture or from any other amounts paid by the Seller or Arcadia Financial IOS Capital pursuant to Section 3.02, Sections 3.02 or 3.03 or 3.04 hereof (without limitation to the rights of the Noteholders to receive payments with respect to the Trust Property, as provided in the Indenture and the Trust Agreement)hereof.

Assignments; Reinsurance; Third-Party Rights. (a) This Insurance Agreement shall be a continuing obligation of the parties hereto and shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither None of the Trust, the Seller nor Arcadia Financial Transaction Parties may assign its rights under this Insurance Agreement, or delegate any of its duties hereunder, without the prior written consent of Financial Securitythe Insurer. Any assignment assignments made in violation of this Insurance Agreement shall be null and void. (b) Financial Security The Insurer shall have the right to give participations in its rights under this Insurance Agreement and to enter into contracts of reinsurance with respect to the Note Ambac Policy upon such terms and conditions as Financial Security the Insurer may in its discretion determine; PROVIDEDprovided, HOWEVERhowever, that no such participation or reinsurance agreement or arrangement shall relieve Financial Security the Insurer of any of its obligations hereunder or under the Note Ambac Policy, and provided, further, that any reinsurer or participant will not have any rights against the Transaction Parties or the Holders and that none of the Transaction Parties or the Holders shall have any obligation to have any communication or relationship with any reinsurer or participant in order to enforce the obligations of the Insurer hereunder and under the Ambac Policy. (c) In addition, Financial Security The Insurer shall be entitled to assign or pledge to any bank or bank, other lender or reinsurer providing liquidity or credit with respect to the Transaction or the obligations of Financial Security the Insurer in connection therewith therewith, any rights of Financial Security the Insurer under the Transaction Documents or with respect to any real or personal property or other interests pledged to Financial Security, the Insurer or in which Financial Security the Insurer has a security interest, in connection with the Transaction, subject in each case to the liens granted pursuant to the Transaction Documents; provided that no such bank or other lender shall thereby obtain any direct right against Transaction Parties or the Holders, and further, provided; that no such assignment or pledge shall give any assignee the right to exercise any discretionary authority that the Transaction Documents provide shall be exercisable by the Insurer or relieve the Insurer of any of its obligations hereunder or under the Ambac Policy. (d) Except as provided herein with respect to participants and reinsurers, nothing in this Insurance Agreement shall confer any right, remedy or claim, express or implied, upon any Person, including, particularly, any Noteholder (except to the extent provided herein and without limitation of their rights to receive payments with respect to the Trust PropertyPerson not a party hereto, including without limitation payments under the Note Policy)any Holders, other than Financial Security, the rights of the Insurer against the Trust, the Seller, Arcadia Financial or the Servicer, Transaction Parties and all the terms, covenants, conditions, promises and agreements contained herein shall be for the sole and exclusive benefit of the parties hereto and their successors and permitted assigns. Neither the Trustee, the Owner Indenture Trustee nor any Noteholder Holders shall have any right to payment from any premiums Premiums paid or payable hereunder or under the Indenture or from any other amounts paid by the Seller Issuing Entity or Arcadia Financial UACC pursuant to Section 3.02Sections 3.2, 3.03 3.3 or 3.04 hereof (without limitation to the rights of the Noteholders to receive payments with respect to the Trust Property, as provided in the Indenture and the Trust Agreement)3.4 hereof.

Assignments; Reinsurance; Third-Party Rights. (a) This Insurance Agreement shall be a continuing obligation of the parties hereto and shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither None of the Trust, the Seller nor Arcadia Financial Transaction Parties may assign its rights under this Insurance Agreement, or delegate any of its duties hereunder, without the prior written consent of Financial Securitythe Insurer. Any assignment assignments made in violation of this Insurance Agreement shall be null and void. (b) Financial Security The Insurer shall have the right to give participations in its rights under this Insurance Agreement and to enter into contracts of reinsurance with respect to the Note Ambac Policy upon such terms and conditions as Financial Security the Insurer may in its discretion determine; PROVIDEDprovided, HOWEVERhowever, that no such participation or reinsurance agreement or arrangement shall relieve Financial Security the Insurer of any of its obligations hereunder or under the Note Ambac Policy, and provided, further, that any reinsurer or participant will not have any rights against the Transaction Parties or the Holders and that none of the Transaction Parties or the Holders shall have any obligation to have any communication or relationship with any reinsurer or participant in order to enforce the obligations of the Insurer hereunder and under the Ambac Policy. (c) In addition, Financial Security The Insurer shall be entitled to assign or pledge to any bank or bank, other lender or reinsurer providing liquidity or credit with respect to the Transaction or the obligations of Financial Security the Insurer in connection therewith therewith, any rights of Financial Security the Insurer under the Transaction Documents or with respect to any real or personal property or other interests pledged to Financial Security, the Insurer or in which Financial Security the Insurer has a security interest, in connection with the Transaction, subject in each case to the liens granted pursuant to the Transaction Documents; provided that no such bank or other lender shall thereby obtain any direct right against Transaction Parties or the Holders, and further, provided; that no such assignment or pledge shall give any assignee the right to exercise any discretionary authority that the Transaction Documents provide shall be exercisable by the Insurer or relieve the Insurer of any of its obligations hereunder or under the Ambac Policy. (d) Except as provided herein with respect to participants and reinsurers, nothing in this Insurance Agreement shall confer any right, remedy or claim, express or implied, upon any Person, including, particularly, any Noteholder (except to the extent provided herein and without limitation of their rights to receive payments with respect to the Trust PropertyPerson not a party hereto, including without limitation payments under the Note Policy)any Holders, other than Financial Security, the rights of the Insurer against the Trust, the Seller, Arcadia Financial or the Servicer, Transaction Parties and all the terms, covenants, conditions, promises and agreements contained herein shall be for the sole and exclusive benefit of the parties hereto and their successors and permitted assigns. Neither the Trustee, the Owner Indenture Trustee nor any Noteholder Holders shall have any right to payment from any premiums Premiums paid or payable hereunder or under the Indenture or from any other amounts paid by the Seller Issuing Entity or Arcadia Financial Triad pursuant to Section 3.02Sections 3.2, 3.03 3.3 or 3.04 hereof (without limitation to the rights of the Noteholders to receive payments with respect to the Trust Property, as provided in the Indenture and the Trust Agreement)3.4 hereof.

Assignments; Reinsurance; Third-Party Rights. (a) This Insurance Agreement shall be a continuing obligation of the parties hereto and shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither IndyMac nor the Trust, the Seller nor Arcadia Financial Depositor may assign its any of their respective rights under this AgreementInsurance Agreement or the Policy, or delegate any of its their respective duties hereunderhereunder or thereunder, without the prior written consent of Financial Securitythe Insurer, which consent shall not be unreasonably withheld, delayed or conditioned. Any assignment assignments made in violation of this Insurance Agreement shall be null and void. (b) Financial Security The Insurer shall have the right to give participations in its rights under this Insurance Agreement and to enter into contracts of reinsurance with respect to the Note Policy upon such terms and conditions as Financial Security the Insurer may in its discretion determine; PROVIDEDprovided, HOWEVERhowever, that no such participation or reinsurance agreement or arrangement shall relieve Financial Security the Insurer of any of its obligations hereunder or under the Note Policy, nor shall IndyMac or the Depositor be required to deal directly with any such parties, nor shall such parties have direct rights against IndyMac or the Depositor. (c) In addition, Financial Security the Insurer shall be entitled to assign or pledge to any bank or other lender providing liquidity or credit with respect to the Transaction or the obligations of Financial Security the Insurer in connection therewith any rights of Financial Security the Insurer under the Transaction Operative Documents or with respect to any real or personal property or other interests pledged to Financial Securitythe Insurer, or in which Financial Security the Insurer has a security interest, in connection with the Transaction; provided that the Insurer shall notify IndyMac in writing upon any such assignment. (d) Except as provided herein with respect to participants and reinsurers, nothing in this Insurance Agreement shall confer any right, remedy or claim, express or implied, upon any Person, including, particularly, any Noteholder (except to the extent provided herein and without limitation of their rights to receive payments with respect to the Trust Property, including without limitation payments under the Note Policy)Holder, other than Financial Securitythe Insurer against IndyMac or the Depositor, or IndyMac or the Depositor against the Trust, the Seller, Arcadia Financial or the ServicerInsurer, and all the terms, covenants, conditions, promises and agreements contained herein shall be for the sole and exclusive benefit of the parties hereto and their successors and permitted assigns. Neither the Trustee, the Owner Indenture Trustee nor any Noteholder Holder shall have any right to payment from any premiums Premiums paid or payable hereunder or under the Sale and Servicing Agreement or from any other amounts paid by the Seller or Arcadia Financial IndyMac pursuant to Section 3.02, 3.03 Sections 3.02 or 3.04 hereof (without limitation to the rights of the Noteholders to receive payments with respect to the Trust Property, as provided in the Indenture and the Trust Agreement)3.03.

Assignments; Reinsurance; Third-Party Rights. (a) This Insurance Agreement shall be a continuing obligation of the parties hereto and shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither the TrustThe Seller, the Seller nor Arcadia Financial Servicer and the Depositor may not assign its their respective rights under this Insurance Agreement, or delegate any of its duties hereunder, without the prior written consent of Financial Securitythe Insurer. Any assignment assignments made in violation of this Insurance Agreement shall be null and void. (b) Financial Security The Insurer shall have the right to give participations in its rights under this Insurance Agreement and to enter into contracts of reinsurance with respect to the Note Policy upon such terms and conditions as Financial Security the Insurer may in its discretion determine; PROVIDEDprovided, HOWEVERhowever, that no such participation or reinsurance agreement or arrangement shall relieve Financial Security the Insurer of any of its obligations hereunder or under the Note Policy; and provided, further, that any reinsurer or participant will not have any rights against the Seller, the Servicer, the Depositor, the Issuer, the Holders or the Indenture Trustee and that the Seller, the Servicer, the Depositor, the Issuer, the Holders and the Indenture Trustee shall have no obligation to have any communication or relationship with any reinsurer or participant in order to enforce the obligations of the Insurer hereunder and under the Note Policy. (c) In addition, Financial Security shall be entitled to assign or pledge to any bank or other lender providing liquidity or credit with respect to the Transaction or the obligations of Financial Security in connection therewith any rights of Financial Security under the Transaction Documents or with respect to any real or personal property or other interests pledged to Financial Security, or in which Financial Security has a security interest, in connection with the Transaction. (d) Except as provided herein with respect to participants and reinsurers, nothing in this Insurance Agreement shall confer any right, remedy or claim, express or implied, upon any Person, including, particularly, any Noteholder (except to the extent provided herein and without limitation of their rights to receive payments with respect to the Trust Property, including without limitation payments under the Note Policy)Holder, other than Financial Security, the Insurer against the Trust, the Seller, Arcadia Financial the Servicer and the Depositor, or the ServicerSeller, the Servicer and the Depositor against the Insurer and all the terms, covenants, conditions, promises and agreements contained herein shall be for the sole and exclusive benefit of the parties hereto and their successors and permitted assigns. Neither the Trustee, the Owner Indenture Trustee nor any Noteholder Holder shall have any right to payment from any premiums Premium paid or payable hereunder or under the Sale and Servicing Agreement or from any other amounts paid by the Seller or Arcadia Financial and the Depositor pursuant to Section 3.02, 3.03 Sections 3.02 or 3.04 hereof (without limitation to the rights of the Noteholders to receive payments with respect to the Trust Property, as provided in the Indenture and the Trust Agreement)3.03.

Assignments; Reinsurance; Third-Party Rights. (a) This Insurance Agreement shall be a continuing obligation of the parties hereto and shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither None of the Trust, the Seller nor Arcadia Financial Transaction Parties may assign its rights under this Insurance Agreement, or delegate any of its duties hereunder, without the prior written consent of Financial Securitythe Insurer. Any assignment assignments made in violation of this Insurance Agreement shall be null and void. (b) Financial Security The Insurer shall have the right to give participations in its rights under this Insurance Agreement and to enter into contracts of reinsurance with respect to the Note Ambac Policy upon such terms and conditions as Financial Security the Insurer may in its discretion determine; PROVIDEDprovided, HOWEVERhowever, that no such participation or reinsurance agreement or arrangement shall relieve Financial Security the Insurer of any of its obligations hereunder or under the Note Ambac Policy, and provided, further, that any reinsurer or participant will not have any rights against the Transaction Parties or the Holders and that none of the Transaction Parties or the Holders shall have any obligation to have UPFC Auto Receivables Trust 2006-B Insurance Agreement Signature Page (1 of 2) any communication or relationship with any reinsurer or participant in order to enforce the obligations of the Insurer hereunder and under the Ambac Policy. (c) In addition, Financial Security The Insurer shall be entitled to assign or pledge to any bank or bank, other lender or reinsurer providing liquidity or credit with respect to the Transaction or the obligations of Financial Security the Insurer in connection therewith therewith, any rights of Financial Security the Insurer under the Transaction Documents or with respect to any real or personal property or other interests pledged to Financial Security, the Insurer or in which Financial Security the Insurer has a security interest, in connection with the Transaction, subject in each case to the liens granted pursuant to the Transaction Documents; provided that no such bank or other lender shall thereby obtain any direct right against Transaction Parties or the Holders, and further, provided; that no such assignment or pledge shall give any assignee the right to exercise any discretionary authority that the Transaction Documents provide shall be exercisable by the Insurer or relieve the Insurer of any of its obligations hereunder or under the Ambac Policy. (d) Except as provided herein with respect to participants and reinsurers, nothing in this Insurance Agreement shall confer any right, remedy or claim, express or implied, upon any Person, including, particularly, any Noteholder (except to the extent provided herein and without limitation of their rights to receive payments with respect to the Trust PropertyPerson not a party hereto, including without limitation payments under the Note Policy)any Holders, other than Financial Security, the rights of the Insurer against the Trust, the Seller, Arcadia Financial or the Servicer, Transaction Parties and all the terms, covenants, conditions, promises and agreements contained herein shall be for the sole and exclusive benefit of the parties hereto and their successors and permitted assigns. Neither the Trustee, the Owner Indenture Trustee nor any Noteholder Holders shall have any right to payment from any premiums Premiums paid or payable hereunder or under the Indenture or from any other amounts paid by the Seller Issuing Entity or Arcadia Financial UACC pursuant to Section 3.02Sections 3.2, 3.03 3.3 or 3.04 hereof (without limitation to the rights of the Noteholders to receive payments with respect to the Trust Property, as provided in the Indenture and the Trust Agreement)3.4 hereof.

Assignments; Reinsurance; Third-Party Rights. (a) This Insurance Agreement shall be a continuing obligation of the parties hereto and shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither the TrustMaster Servicer, the Claims Administrator, the Contract of Insurance Holder nor the Seller nor Arcadia Financial may assign its rights under this Insurance Agreement, or delegate any of its duties hereunder, without the prior written consent of Financial Security. Any assignment made in violation of this Agreement shall be null and voidthe Insurer. (b) Financial Security The Insurer shall have the right to give participations in its rights under this Insurance Agreement and to enter into contracts of reinsurance with respect to the Note Policy upon such terms and conditions as Financial Security the Insurer may in its discretion determine; PROVIDED, HOWEVER, provided that no such grant of a participation or contract of reinsurance agreement or arrangement shall relieve Financial Security (i) be executed if such transaction would affect any then current rating on the Certificates, (ii) affect any obligation of any of its obligations the Insurer hereunder or under the Note PolicyPolicy or (iii) require the Seller, the Depositor, the Master Servicer or the Trustee to correspond with any party other than the Insurer. (c) In addition, Financial Security the Insurer shall be entitled to assign or pledge to any bank or other lender providing liquidity or credit with respect to the Transaction or the obligations of Financial Security the Insurer in connection therewith any rights of Financial Security the Insurer under the Transaction Documents or with respect to any real or personal property or other interests pledged to Financial Securitythe Insurer, or in which Financial Security the Insurer has a security interest, in connection with the Transaction. (d) Except as provided herein with respect to participants and reinsurers, nothing in this Insurance Agreement shall confer any right, remedy or claim, express or implied, upon any Person, including, particularly, any Noteholder (except to the extent provided herein and without limitation of their rights to receive payments with respect to the Trust Property, including without limitation payments under the Note Policy)Owner, other than Financial Security, the Insurer against the TrustMaster Servicer, the SellerClaims Administrator, Arcadia Financial the Contract of Insurance Holder or the ServicerSeller, and all the terms, covenants, conditions, promises and agreements contained herein shall be for the sole and exclusive benefit of the parties hereto and their successors and permitted assigns. Neither the Trustee, the Owner Trustee nor any Noteholder Owner shall have any right to payment from any premiums Premiums paid or payable hereunder or under the PSA or from any other amounts paid by the Master Servicer or the Seller or Arcadia Financial pursuant to Section 3.02, 3.02 or 3.03 or 3.04 hereof (without limitation to the rights of the Noteholders to receive payments with respect to the Trust Property, as provided in the Indenture and the Trust Agreement)hereof.

Assignments; Reinsurance; Third-Party Rights. (a) This Agreement shall be a continuing obligation of the parties hereto Company, the Transferor and the Servicer and shall (i) be binding upon the Company, the Transferor and the Servicer and their respective successors and assigns and (ii) inure to the benefit of and be enforceable by the parties hereto Insurer and their respective successors its successors, transferees and permitted assigns. Neither None of the TrustCompany, the Seller nor Arcadia Financial Transferor or the Servicer may assign its rights under this Agreement, or delegate any of its duties hereunder, without the prior written consent of Financial Security. Any assignment made in violation of this Agreement shall be null and voidthe Insurer. (b) Financial Security The Insurer shall have the right to give participations in its rights under this Agreement and to enter into contracts of reinsurance with respect to the Note Certificate Insurance Policy upon and each such terms participant or reinsurer shall be entitled to the benefit of any representation, warranty, covenant and conditions obligation of the Company, the Transferor and the Servicer hereunder as Financial Security may in its discretion determine; PROVIDEDif such participant or reinsurer was a party hereto, HOWEVERprovided that no such grant of participation shall operate to relieve the Insurer of liability on any Certificate Insurance Policy, and provided further that no such participation or contract of reinsurance agreement shall require the Servicer, the Trustee, the Company or arrangement shall relieve Financial Security of the Transferor to deal with any of its obligations hereunder or under person other than the Note PolicyInsurer. (c) In addition, Financial Security the Insurer shall be entitled to assign or pledge to any bank or other lender providing liquidity or credit with respect to the Transaction or the obligations of Financial Security the Insurer in connection therewith any rights of Financial Security the Insurer under the Transaction Documents or with respect to any real or personal property or other interests pledged to Financial Securitythe Insurer, or in which Financial Security the Insurer has a security interest, in connection with the Transaction. (d) Except as provided herein with respect to participants and reinsurers, nothing in this Agreement shall confer any rightnight, remedy or claim, express or implied, upon any Personperson, including, including particularly, any Noteholder (except to the extent provided herein and without limitation of their rights to receive payments with respect to the Trust Property, including without limitation payments under the Note Policy)Certificateholder, other than Financial Securitythe Insurer, against the TrustCompany, the Seller, Arcadia Financial Transferor or the Servicer, and all the terms, covenants, conditions, promises and agreements contained herein shall be for the sole and exclusive benefit of the parties hereto and their successors and permitted assignssuccessors. Neither the Trustee, the Owner Trustee nor any Noteholder Certificateholder shall have any right to payment from any premiums the premium paid pursuant to Section 3.03 hereof or payable hereunder under the Trust and Security Agreement or from any other amounts paid by the Seller Servicer, the Company or Arcadia Financial the Transferor pursuant to Section 3.023.03, 3.03 3.04 or 3.04 hereof (without limitation to the rights of the Noteholders to receive payments with respect to the Trust Property, as provided in the Indenture and the Trust Agreement)3.07 hereof.

Assignments; Reinsurance; Third-Party Rights. (a) This Insurance Agreement shall be a continuing obligation of the parties hereto and shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither None of the TrustSellers, the Seller nor Arcadia Financial Servicer, the Depositor or the Trustee may assign its any of their respective rights under this AgreementInsurance Agreement or any other Operative Document, or delegate any of its their respective duties hereunderhereunder or thereunder, without the prior written consent of Financial Securitythe Certificate Insurer. Any assignment assignments made in violation of this Insurance Agreement shall be null and void. (b) Financial Security The Certificate Insurer shall have the right to give participations in its rights under this Insurance Agreement and to enter into contracts of reinsurance with respect to the Note Policy upon such terms and conditions as Financial Security the Certificate Insurer may in its discretion determine; PROVIDEDprovided, HOWEVERhowever, that no such participation or reinsurance agreement or arrangement shall relieve Financial Security the Certificate Insurer of any of its obligations hereunder or under the Note Policy. (c) In addition, Financial Security . The Certificate Insurer shall be entitled to assign or pledge to any bank or other lender investor providing liquidity or credit with respect to the Transaction or the obligations of Financial Security the Certificate Insurer in connection therewith any rights of Financial Security the Certificate Insurer under the Transaction Operative Documents or with respect to any real or personal property or other interests pledged to Financial Securitythe Certificate Insurer, or in which Financial Security the Certificate Insurer has a security interest, in connection with the Transaction. (dc) Except as provided herein with respect to participants and reinsurers, nothing in this Insurance Agreement shall confer any right, remedy or claim, express or implied, upon any Person, including, particularly, any Noteholder (except to the extent provided herein and without limitation of their rights to receive payments with respect to the Trust Property, including without limitation payments under the Note Policy)Certificateholder or Certificate Owner, other than Financial Security, the Certificate Insurer against the TrustSellers, the Seller, Arcadia Financial Servicer or the ServicerDepositor, and all the terms, covenants, conditions, promises and agreements contained herein shall be for the sole and exclusive benefit of the parties hereto and their successors and permitted assigns. Neither None of the Trustee, the Trustee or any Certificateholder or Certificate Owner Trustee nor any Noteholder shall have any right to payment from any premiums Premiums paid or payable hereunder under the P&S Agreement pursuant hereto or from any other amounts paid by the Seller or Arcadia Financial pursuant to Section Sections 3.02, 3.03 or 3.04 hereof (without limitation to the rights of the Noteholders to receive payments with respect to the Trust Property, as provided in the Indenture and the Trust Agreement)3.04.

Assignments; Reinsurance; Third-Party Rights. (a) This Insurance Agreement shall be a continuing obligation of the parties hereto and shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither the TrustNone of IOS Capital, the Seller nor Arcadia Financial or the Issuer may assign its rights under this Insurance Agreement, or delegate any of its duties hereunder, without the prior written consent of Financial Securitythe Insurer. Any assignment assignments made in violation of this Insurance Agreement shall be null and void. (b) Financial Security The Insurer shall have the right to give participations in its rights under this Insurance Agreement and to enter into contracts of reinsurance with respect to the Note Policy Policies upon such terms and conditions as Financial Security the Insurer may in its discretion determine; PROVIDEDprovided, HOWEVERhowever, that no such participation or reinsurance agreement or arrangement shall relieve Financial Security the Insurer of any of its obligations hereunder or under either Policy and provided further that any reinsurer or participant will not have any rights against IOS Capital, the Note PolicyNoteholders or the Trustee and that IOS Capital, the Noteholders and the Trustee shall have no obligation to have any communication or relationship with any reinsurer or participant in order to enforce the obligations of the Insurer hereunder and under the Policies. (c) In addition, Financial Security the Insurer shall be entitled to assign or pledge to any bank or bank, other lender or reinsurer providing liquidity or credit with respect to the Transaction or the obligations of Financial Security the Insurer in connection therewith therewith, any rights of Financial Security the Insurer under the Transaction Company Documents or with respect to any real or personal property or other interests pledged to Financial Security, the Insurer or in which Financial Security the Insurer has a security interest, in connection with the Transaction, subject in each case to the liens granted pursuant to the Company Documents, provided, that no such bank or other lender shall thereby obtain any direct right against Company Parties, the Noteholders or the Trustee, and further provided, that no such assignment or pledge shall give any assignee the right to exercise any discretionary authority that the Company Documents provide shall be exercisable by the Insurer or relieve the Insurer of any of its obligations hereunder or under the Policy. (d) Except as provided herein with respect to participants and reinsurers, nothing in this Insurance Agreement shall confer any right, remedy or claim, express or implied, upon any Person, including, particularly, any Noteholder (except to the extent provided herein and without limitation of their rights to receive payments with respect to the Trust Property, including without limitation payments under the Note Policy)Holder, other than Financial Security, the Insurer against the Trust, the Seller, Arcadia Financial Company Parties or the Servicer, Company Parties against the Insurer and all the terms, covenants, conditions, promises and agreements contained herein shall be for the sole and exclusive benefit of the parties hereto and their successors and permitted assigns. Neither the Trustee, the Owner Trustee nor any Noteholder Holder shall have any right to payment from any premiums Premiums paid or payable hereunder or under the Indenture or from any other amounts paid by the Seller or Arcadia Financial IOS Capital pursuant to Section 3.02, Sections 3.02 or 3.03 or 3.04 hereof (without limitation to the rights of the Noteholders to receive payments with respect to the Trust Property, as provided in the Indenture and the Trust Agreement)hereof.

Assignments; Reinsurance; Third-Party Rights. (a) This Insurance Agreement shall be a continuing obligation of the parties hereto and shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither The Seller and the Trust, the Seller nor Arcadia Financial Depositor may not assign its any of their respective rights under this Insurance Agreement, or delegate any of its their respective duties hereunder, without the prior written consent of Financial Securitythe Note Insurer, which consent shall not be unreasonably withheld. Any assignment assignments made in violation of this Insurance Agreement shall be null and void. (b) Financial Security The Note Insurer shall have the right to give participations in its rights under this Insurance Agreement and to enter into contracts of reinsurance with respect to the Note Policy upon such terms and conditions as Financial Security the Note Insurer may in its discretion determine; PROVIDEDprovided, HOWEVERhowever, that no such participation or reinsurance agreement or arrangement shall relieve Financial Security the Note Insurer of any of its obligations hereunder or under the Policy, and provided further that any reinsurer or participant will not have rights against the Seller or the Depositor and the Seller or Depositor shall have no obligation to have any communication or relationship with any reinsurer or participant in order to enforce the obligations of the Note Insurer hereunder and under the Policy. (c) In addition, Financial Security shall be entitled to assign or pledge to any bank or other lender providing liquidity or credit with respect to the Transaction or the obligations of Financial Security in connection therewith any rights of Financial Security under the Transaction Documents or with respect to any real or personal property or other interests pledged to Financial Security, or in which Financial Security has a security interest, in connection with the Transaction. (d) Except as provided herein with respect to participants and reinsurers, nothing in this Insurance Agreement shall confer any right, remedy or claim, express or implied, upon any Person, including, particularly, any Noteholder (except to the extent provided herein and without limitation of their rights to receive payments with respect to the Trust Property, including without limitation payments under the Note Policy)Holder, other than Financial Security, the Note Insurer against the Trust, the Seller, Arcadia Financial Seller or the ServicerDepositor, or the Seller or the Depositor against the Note Insurer, and all the terms, covenants, conditions, promises and agreements contained herein shall be for the sole and exclusive benefit of the parties hereto and their successors and permitted assigns. Neither the Trustee, the Owner Trustee nor any Noteholder No Holder shall have any right to payment from any premiums Premiums paid or payable hereunder or under the Trust Agreement or from any other amounts paid by the Seller or Arcadia Financial pursuant to Section 3.02, 3.03 Sections 3.02 or 3.04 hereof (without limitation to the rights of the Noteholders to receive payments with respect to the Trust Property, as provided in the Indenture and the Trust Agreement)3.03.

Assignments; Reinsurance; Third-Party Rights. (a) This Agreement shall be a continuing obligation of the parties hereto and shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither None of the Trust, AmeriCredit, the Seller nor Arcadia Financial Company or AFS SenSub may assign its rights under this Agreement, or delegate any of its duties hereunder, without the prior written consent of Financial Security. Any assignment made in violation of this Agreement shall be null and void. (b) Financial Security shall have the right to give participations in its rights under this Agreement and to enter into contracts of reinsurance with respect to the Note Notes Policy upon such terms and conditions as Financial Security may in its discretion determine; PROVIDEDprovided, HOWEVERhowever, that no such participation or reinsurance agreement or arrangement shall relieve Financial Security of any of its obligations hereunder or under the Note Notes Policy. (c) In addition, Financial Security shall be entitled to assign or pledge to any bank or other lender providing liquidity or credit with respect to the Transaction or the obligations of Financial Security in connection therewith any rights of Financial Security under the Transaction Documents or with respect to any real or personal property or other interests pledged to Financial Security, or in which Financial Security has a security interest, in connection with the Transaction. (d) Except as provided herein with respect to participants and reinsurers, nothing in this Agreement shall confer any right, remedy or claim, express or implied, upon any Person, including, particularly, any Noteholder (except to or the extent provided herein and without limitation of their rights to receive payments with respect to the Trust Property, including without limitation payments under the Note Policy)Certificateholder, other than Financial Security, against the Trust, AmeriCredit, the Seller, Arcadia Financial Company or the ServicerAFS SenSub, and all the terms, covenants, conditions, promises and agreements contained herein shall be for the sole and exclusive benefit of the parties hereto and their successors and permitted assigns. Neither None of the Indenture Trustee, the Owner Trustee nor any Noteholder or the Certificateholder shall have any right to payment from any premiums paid or payable hereunder or from any other amounts paid by the Seller or Arcadia Financial AmeriCredit pursuant to Section 3.023.2, 3.03 3.3 or 3.04 hereof (without limitation to the rights of the Noteholders to receive payments with respect to the Trust Property, as provided in the Indenture and the Trust Agreement)3.5 hereof.

Assignments; Reinsurance; Third-Party Rights. (a) This Insurance Agreement shall be a continuing obligation of the parties hereto and shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither None of the Trust, the Seller Transferor nor Arcadia Financial NAFI may assign its rights under this Insurance Agreement, or delegate any of its duties hereunder, without the prior written consent of Financial Security. Any assignment made in violation of this Insurance Agreement shall be null and void. (b) Financial Security shall have the right to give participations in its rights under this Insurance Agreement and to enter into contracts of reinsurance with respect to the Note Policy upon such terms and conditions as Financial Security may in its discretion determine; PROVIDEDprovided, HOWEVERhowever, that no such participation or reinsurance agreement or arrangement shall relieve Financial Security of any of its obligations hereunder or under the Note Policy. (c) In addition, Financial Security shall be entitled to assign or pledge to any bank or other lender providing liquidity or credit with respect to the Transaction or the obligations of Financial Security in connection therewith any rights of Financial Security under the Transaction Documents Documents, or with respect to any real or personal property or other interests pledged to Financial Security, or in which Financial Security has a security interest, in connection with the Transaction. (d) Except as provided herein with respect to participants and reinsurers, nothing in this Insurance Agreement shall confer any right, remedy or claim, express or implied, upon any Person, including, particularly, any Noteholder (except to holder of the extent provided herein and without limitation of their rights to receive payments with respect to the Trust Property, including without limitation payments under the Note Policy), Securities or Certificateholder other than Financial Security, against the Trust, the Seller, Arcadia Financial Transferor or the ServicerNAFI, and all the terms, covenants, conditions, promises and agreements contained herein shall be for the sole and exclusive benefit of the parties hereto and their successors and permitted assigns. Neither None of the Trust Collateral Agent, the Indenture Trustee, the Owner Trustee nor Trustee, any Noteholder holder of the Securities or any Certificateholder shall have any right to payment from any premiums paid or payable hereunder or from any other amounts paid by NAFI or the Seller or Arcadia Financial Transferor pursuant to Section 3.02, 3.03 or 3.04 hereof (without limitation to the rights of the Noteholders to receive payments with respect to the Trust Property, as provided in the Indenture and the Trust Agreement)hereof.

Assignments; Reinsurance; Third-Party Rights. (a) This Agreement shall be a continuing obligation of the parties hereto and shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither the Trust, the Seller Transferor nor Arcadia Financial NAFCO may assign its rights under this Agreement, or delegate any of its duties hereunder, without the prior written consent of Financial Security. Any assignment made in violation of this Agreement shall be null and void. (b) Financial Security shall have the right to give participations in its rights under this Agreement and to enter into contracts of reinsurance with respect to the Note Policy upon such terms and conditions as Financial Security may in its discretion determine; PROVIDEDprovided, HOWEVERhowever, that no such participation or reinsurance agreement or arrangement shall relieve Financial Security of any of its obligations hereunder or under the Note Policy. (c) In addition, Financial Security shall be entitled to assign or pledge to any bank or other lender providing liquidity or credit with respect to the Transaction or the obligations of Financial Security in connection therewith any rights of Financial Security under the Transaction Documents Documents, or with respect to any real or personal property or other interests pledged to Financial Security, or in which Financial Security has a security interest, in connection with the Transaction. (d) Except as provided herein with respect to participants and reinsurers, nothing in this Agreement shall confer any right, remedy or claim, express or implied, upon any Person, including, particularly, any Noteholder (except to the extent provided herein and without limitation of their rights to receive payments with respect to the Trust Property, including without limitation payments under the Note Policy)Certificateholder, other than Financial Security, against the Trust, the Seller, Arcadia Financial Transferor or the ServicerNAFCO, and all the terms, covenants, conditions, promises and agreements contained herein shall be for the sole and exclusive benefit of the parties hereto and their successors and permitted assigns. Neither the Trustee, the Owner Trustee nor any Noteholder Certificateholder shall have any right to payment from any premiums paid or payable hereunder or from any other amounts paid by NAFCO or the Seller or Arcadia Financial Transferor pursuant to Section 3.02, 3.03 or 3.04 hereof (without limitation to the rights of the Noteholders to receive payments with respect to the Trust Property, as provided in the Indenture and the Trust Agreement)hereof.

Assignments; Reinsurance; Third-Party Rights. (a) This Insurance Agreement shall be a continuing obligation of the parties hereto and shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither None of the TrustIssuer, TFC, TFCRC IV, the Seller nor Arcadia Financial Servicer, the Back-up Servicer or the Successor Servicer may assign its rights under this Agreement, or delegate any of its duties hereunder, without the prior written consent of Financial SecurityAGIC. Any assignment made in violation of this Agreement shall be null and void. (b) Financial Security AGIC shall have the right to give grant participations in its rights under this Agreement and to enter into contracts of reinsurance with respect to the Note Policy upon such terms and conditions as Financial Security AGIC may in its discretion determine; PROVIDEDprovided, HOWEVERhowever, that no such participation or reinsurance agreement or arrangement shall relieve Financial Security AGIC of any of its obligations hereunder or under the Note Policy. (c) In addition, Financial Security AGIC shall be entitled to assign or pledge to any bank or other lender investor providing liquidity or credit with respect to the Transaction or the obligations of Financial Security AGIC in connection therewith any rights of Financial Security AGIC under the Transaction Documents or with respect to any real or personal property or other interests pledged to Financial SecurityAGIC, or in which Financial Security AGIC has a security interest, in connection with the Transaction. (d) Except as provided herein with respect to participants and reinsurers, nothing in this Agreement shall confer any right, remedy or claim, express or implied, upon any Person, including, particularly, any Noteholder (except to or the extent provided herein and without limitation of their rights to receive payments with respect to the Trust Property, including without limitation payments under the Note Policy)Certificateholder, other than Financial SecurityAGIC, against the TrustIssuer, TFC, TFCRC IV, the SellerServicer, Arcadia Financial the Back-up Servicer or the Successor Servicer, and all the terms, covenants, conditions, promises and agreements contained herein shall be for the sole and exclusive benefit of the parties hereto and their successors and permitted assigns. Neither None of the Trustee, the Owner Trustee Trustee, or the Trust Collateral Agent, nor any Noteholder or the Certificateholder shall have any right to payment from any premiums paid or payable hereunder or from any other amounts paid by the Seller TFC or Arcadia Financial any other Person pursuant to Section 3.02, 3.03 or 3.04 hereof (without limitation to the rights of the Noteholders to receive payments with respect to the Trust Property, as provided in the Indenture and the Trust Agreement).Article II hereof. ----------

Assignments; Reinsurance; Third-Party Rights. (a) This Insurance Agreement shall be a continuing obligation of the parties hereto and shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither None of the TrustServicer, the Seller nor Arcadia Financial Collateral Agent, the Backup Servicer, the Securities Intermediary, the Sellers, the Custodian or the Debtor may assign its rights under this Insurance Agreement, or delegate any of its duties hereunder, without the prior written consent of Financial Securitythe Insurer. Any assignment made in violation of this Insurance Agreement shall be null and void. (b) Financial Security The Insurer shall have the right to give participations in its rights under this Insurance Agreement and to enter into contracts of reinsurance with respect to the Note Policy upon such terms and conditions as Financial Security the Insurer may in its discretion determine; PROVIDEDprovided, HOWEVERhowever, that no such participation or reinsurance agreement or arrangement shall relieve Financial Security the Insurer of any of its obligations hereunder or under the Note Policy. (c) In addition, Financial Security the Insurer shall be entitled to assign or pledge to any bank or other lender providing liquidity or credit with respect to the Transaction or the obligations of Financial Security the Insurer in connection therewith any rights of Financial Security the Insurer under the Transaction Documents or with respect to any real or personal property or other interests pledged to Financial Securitythe Insurer, or in which Financial Security the Insurer has a security interest, in connection with the Transaction. (d) Except as provided herein with respect to participants and reinsurers, nothing in this Insurance Agreement shall confer any right, remedy or claim, express or implied, upon any Person, including, particularly, any Noteholder (except to the extent provided herein and without limitation of their rights to receive payments with respect to the Trust Property, including without limitation payments under the Note Policy)Owner, other than Financial Security, the Insurer against the TrustServicer, the SellerCollateral Agent, Arcadia Financial the Backup Servicer, the Securities Intermediary, the Sellers, the Custodian or the ServicerDebtor, and all the terms, covenants, conditions, promises and agreements contained herein shall be for the sole and exclusive benefit of the parties hereto and their successors and permitted assigns. Neither the Trustee, the Owner Trustee Collateral Agent nor any Noteholder Owner shall have any right to payment from any premiums Insurer Premium paid or payable hereunder or under the Security Agreement or from any other amounts paid by the Seller Servicer, the Collateral Agent, the Backup Servicer, the Securities Intermediary, the Sellers, the Custodian or Arcadia Financial the Debtor pursuant to Section 3.02, 3.03 or 3.04 hereof hereof. (without limitation to e) The Servicer, the Custodian, the Debtor, the Sellers, and the Collateral Agent, the Backup Servicer and Securities Intermediary agree that the Insurer shall have all rights of a third-party beneficiary in respect of the Noteholders Security Agreement, the Servicing and Custodian Agreement and each other Transaction Document to receive payments with respect to which it is not a signing party and hereby incorporate and restate their representations, warranties and covenants as set forth therein for the Trust Property, as provided in benefit of the Indenture and the Trust Agreement)Insurer.

Assignments; Reinsurance; Third-Party Rights. (a) This Insurance Agreement shall be a continuing obligation of the parties hereto and shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither None of UACC, the TrustServicer, the Seller nor Arcadia Financial or the Issuer may assign its rights under this Insurance Agreement, or delegate any of its duties hereunder, without the prior written consent of Financial Securitythe Insurer. None of the Trustee, the Trust Collateral Agent, the Collateral Agent, or the Backup Servicer may assign its rights under this Insurance Agreement, or delegate any of its duties hereunder, without the prior written consent of the Insurer, which consent shall not be unreasonably withheld or delayed, except to a successor or assign that is permitted by the Indenture. Any assignment made in violation of this Insurance Agreement shall be null and void. (b) Financial Security The Insurer shall have the right to give participations in its rights under this Insurance Agreement and to enter into contracts of reinsurance with respect to the Note Policy upon such terms and conditions as Financial Security the Insurer may in its discretion determine; PROVIDEDprovided, HOWEVERhowever, that no such participation or reinsurance agreement or arrangement shall relieve Financial Security the Insurer of any of its obligations hereunder or under the Note Policy. (c) In addition, Financial Security the Insurer shall be entitled to assign or pledge to any bank or other lender providing liquidity or credit with respect to the Transaction or the obligations of Financial Security the Insurer in connection therewith any rights of Financial Security the Insurer under the Transaction Documents or with respect to any real or personal property or other interests pledged to Financial Securitythe Insurer, or in which Financial Security the Insurer has a security interest, in connection with the Transaction. (d) Except as provided herein with respect to participants and reinsurers, nothing in this Insurance Agreement shall confer any right, remedy or claim, express or implied, upon any Person, including, particularly, any Noteholder (except to the extent provided herein and without limitation of their rights to receive payments with respect to the Trust Property, including without limitation payments under the Note Policy)Owner, other than Financial Securitythe Insurer against UACC, against the TrustServicer, the Seller, Arcadia Financial the Issuer, the Trustee, the Trust Collateral Agent, the Collateral Agent, or the Backup Servicer, and all the terms, covenants, conditions, promises and agreements contained herein shall be for the sole and exclusive benefit of the parties hereto and their successors and permitted assigns. Neither the Trustee, the Owner Trustee nor any Noteholder Owner shall have any right to payment from any premiums Premiums paid or payable hereunder or under the Sale and Servicing Agreement or from any other amounts paid by the Seller Servicer, the Seller, the Issuer, the Trustee, the Trust Collateral Agent, the Collateral Agent, or Arcadia Financial the Backup Servicer pursuant to Section 3.02, 3.03 or 3.04 hereof hereof. (without limitation to e) UACC, the Servicer, the Trustee, the Trust Collateral Agent, the Collateral Agent, and the Backup Servicer agree that the Insurer shall have all rights of the Noteholders to receive payments with a third-party beneficiary in respect to the Trust Property, as provided in of the Indenture and each other Transaction Document to which it is not a signing party and hereby incorporate and restate their representations, warranties and covenants as set forth therein for the Trust Agreement)benefit of the Insurer.

Assignments; Reinsurance; Third-Party Rights. (a) This Agreement shall be a continuing obligation of the parties hereto Seller, the Master Servicer and the Depositor and shall (i) be binding upon the Seller, the Master Servicer and the Depositor, its or their successors and assigns and (ii) inure to the benefit of and be enforceable by the parties hereto Insurer and their respective successors its successors, transferees and permitted assigns. Neither the TrustSeller, the Seller Master Servicer nor Arcadia Financial the Depositor may assign its rights under this Agreement, or delegate any of its duties rights or obligations hereunder, without the prior written consent of Financial Security. Any assignment made in violation of this Agreement shall be null and voidthe Insurer. (b) Financial Security The Insurer shall have the right to give participations in its rights under this Agreement and to enter into contracts of reinsurance with respect to the Note Policy upon and each such terms participant or reinsurer shall be entitled to the benefit of any representation, warranty, covenant and conditions obligation of the Seller, the Master Servicer or the Depositor hereunder as Financial Security may in its discretion determineif such participant or reinsurer was a party hereto; PROVIDED, HOWEVER, provided that no such grant of participation or reinsurance agreement or arrangement shall operate to relieve Financial Security the Insurer of any of its obligations hereunder or under the Note Policy. (c) In addition, Financial Security the Insurer shall be entitled to assign or pledge to any bank or other lender providing liquidity or credit with respect to the Transaction or the obligations of Financial Security the Insurer in connection therewith any rights of Financial Security the Insurer under the Transaction Documents or with respect to any real or personal property or other interests pledged to Financial Securitythe Insurer, or in which Financial Security the Insurer has a security interest, in connection with the Transaction. (d) Except as provided herein with respect to participants and reinsurers, nothing in this Agreement shall confer any right, remedy or claim, express or implied, upon any Personperson, including, particularly, any Noteholder (except to the extent provided herein and without limitation Holder of their rights to receive payments with respect to the Trust Property, including without limitation payments under the Note Policy)a Certificate, other than Financial Securitythe Insurer, against the TrustSeller, the Seller, Arcadia Financial or Master Servicer and the Servicer, Depositor and all the terms, covenants, conditions, promises and agreements contained herein shall be for the sole and exclusive benefit of the parties hereto and their successors and permitted assignssuccessors. Neither the Trustee, the Owner Trustee nor any Noteholder Holder of a Certificate shall have any right to payment from any premiums the premium paid or payable hereunder or from any other amounts paid by the Seller or Arcadia Financial pursuant to Section 3.02, 3.03 or 3.04 hereof (without limitation to the rights of the Noteholders to receive payments with respect to the Trust Property, as provided in the Indenture and the Trust Agreement)hereof.

Assignments; Reinsurance; Third-Party Rights. (a) This Insurance Agreement shall be a continuing obligation of the parties hereto and shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither None of the TrustIssuer, TFC, TFCRC VI, the Seller nor Arcadia Financial Servicer, the Back-up Servicer or the Successor Servicer may assign its rights under this Agreement, or delegate any of its duties hereunder, without the prior written consent of Financial SecurityRadian. Any assignment made in violation of this Agreement shall be null and void. (b) Financial Security Radian shall have the right to give grant participations in its rights under this Agreement and to enter into contracts of reinsurance with respect to the Note Policy upon such terms and conditions as Financial Security Radian may in its discretion determine; PROVIDEDprovided, HOWEVERhowever, that no such participation or reinsurance agreement or arrangement shall relieve Financial Security Radian of any of its obligations hereunder or under the Note Policy. (c) In addition, Financial Security Radian shall be entitled to assign or pledge to any bank or other lender investor providing liquidity or credit with respect to the Transaction or the obligations of Financial Security Radian in connection therewith any rights of Financial Security Radian under the Transaction Documents or with respect to any real or personal property or other interests pledged to Financial SecurityRadian, or in which Financial Security Radian has a security interest, in connection with the Transaction. (d) Except as provided herein with respect to participants and reinsurers, nothing in this Agreement shall confer any right, remedy or claim, express or implied, upon any Person, including, particularly, any Noteholder (except to or the extent provided herein and without limitation of their rights to receive payments with respect to the Trust Property, including without limitation payments under the Note Policy)Certificateholder, other than Financial SecurityRadian, against the TrustIssuer, TFC, TFCRC VI, the SellerServicer, Arcadia Financial the Back-up Servicer or the Successor Servicer, and all the terms, covenants, conditions, promises and agreements contained herein shall be for the sole and exclusive benefit of the parties hereto and their successors and permitted assigns. Neither None of the Trustee, the Owner Trustee Trustee, or the Trust Collateral Agent, nor any Noteholder or the Certificateholder shall have any right to payment from any premiums paid or payable hereunder or from any other amounts paid by the Seller TFC or Arcadia Financial any other Person pursuant to Section 3.02, 3.03 or 3.04 hereof (without limitation to the rights of the Noteholders to receive payments with respect to the Trust Property, as provided in the Indenture and the Trust Agreement)Article II hereof.

Assignments; Reinsurance; Third-Party Rights. (a) This Insurance Agreement shall be a continuing obligation of the parties hereto and shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither Each of the TrustSponsor, the Seller nor Arcadia Financial Servicer, the Originator and the Depositor may not assign its rights under this Insurance Agreement, or delegate any of its duties hereunder, without the prior written consent of Financial Securitythe Insurer. Any assignment assignments made in violation of this Insurance Agreement shall be null and void. (b) Financial Security The Insurer shall have the right to give participations in its rights under this Insurance Agreement and to enter into contracts of reinsurance with respect to the Note Policy upon such terms and conditions as Financial Security the Insurer may in its discretion determine; PROVIDEDprovided, HOWEVERhowever, that no such participation or reinsurance agreement or arrangement shall relieve Financial Security the Insurer of any of its obligations hereunder or under the Note Policy. None of such participants and reinsurers will have the right to request meetings or information from the Sponsor, the Servicer, the Depositor and the Originator, it being understood that only the Insurer will have such rights. However, the Insurer may (subject to all applicable laws and regulations) provide copies of any and all such information, and discuss such meetings and information with such participants and reinsurers. (c) In addition, Financial Security shall be entitled to assign or pledge to any bank or other lender providing liquidity or credit with respect to the Transaction or the obligations of Financial Security in connection therewith any rights of Financial Security under the Transaction Documents or with respect to any real or personal property or other interests pledged to Financial Security, or in which Financial Security has a security interest, in connection with the Transaction. (d) Except as provided herein with respect to participants and reinsurers, nothing in this Insurance Agreement shall confer any right, remedy or claim, express or implied, upon any Person, including, particularly, any Noteholder (except to the extent provided herein and without limitation of their rights to receive payments with respect to the Trust Property, including without limitation payments under the Note Policy)Holder, other than Financial Security, the Insurer against the TrustSponsor, the Seller, Arcadia Financial or the Servicer, the Originator or the Depositor, or the Sponsor, the Servicer, the Originator or the Depositor against the Insurer and all the terms, covenants, conditions, promises and agreements contained herein shall be for the sole and exclusive benefit of the parties hereto and their successors and permitted assigns. Neither the Trustee, the Owner Trustee nor any Noteholder Holder shall have any right to payment from any premiums Premiums paid or payable hereunder or under the Pooling and Servicing Agreement or from any other amounts paid by the Seller or Arcadia Financial Sponsor, the Servicer, the Originator and the Depositor pursuant to Section 3.02, 3.03 Sections 3.02 or 3.04 hereof (without limitation to the rights of the Noteholders to receive payments with respect to the Trust Property, as provided in the Indenture and the Trust Agreement)3.03.

Assignments; Reinsurance; Third-Party Rights. (a) This Insurance Agreement shall be a continuing obligation of the parties hereto and shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither None of the TrustIssuer, the Seller nor Arcadia Financial Master Servicer, the Eligible Lender Trustee, the Indenture Trustee, the Seller, the Administrator or the Depositor may assign its rights under this Insurance Agreement, or delegate any of its duties hereunder, without the prior written consent of Financial Securitythe Insurer. Any assignment made in violation of this Insurance Agreement shall be null and void. (b) Financial Security The Insurer shall have the right to give participations in its rights under this Insurance Agreement and to enter into contracts of reinsurance with respect to the Note Policy upon such terms and conditions as Financial Security the Insurer may in its discretion determine; PROVIDEDprovided, HOWEVERhowever, that no such participation or reinsurance agreement or arrangement shall relieve Financial Security the Insurer of any of its obligations hereunder or under the Note Policy. (c) In addition, Financial Security the Insurer shall be entitled to assign or pledge to any bank or other lender providing liquidity or credit with respect to the Transaction or the obligations of Financial Security the Insurer in connection therewith any rights of Financial Security the Insurer under the Transaction Documents or with respect to any real or personal property or other interests pledged to Financial Securitythe Insurer, or in which Financial Security the Insurer has a security interest, in connection with the Transaction. (d) Except as provided herein with respect to participants and reinsurers, nothing in this Insurance Agreement shall confer any right, remedy or claim, express or implied, upon any Person, including, particularly, any Noteholder (except to the extent provided herein and without limitation of their rights to receive payments with respect to the Trust Property, including without limitation payments under the Note Policy)Owner, other than Financial Security, the Insurer against the TrustIssuer, the Master Servicer, the Eligible Lender Trustee, the Indenture Trustee, the Seller, Arcadia Financial the Administrator or the ServicerDepositor, and all the terms, covenants, conditions, promises and agreements contained herein shall be for the sole and exclusive benefit of the parties hereto and their successors and permitted assigns. Neither the Trustee, the Owner Indenture Trustee nor any Noteholder Owner shall have any right to payment from any premiums Premiums paid or payable hereunder or under the Indenture or from any other amounts paid by the Seller Issuer, the Master Servicer, the Eligible Lender Trustee, the Indenture Trustee, the Seller, the Administrator or Arcadia Financial the Depositor pursuant to Section 3.02, 3.03 or 3.04 hereof hereof. (without limitation to e) The Issuer, the Master Servicer, the Indenture Trustee, the Seller, the Depositor, the Administrator and the Eligible Lender Trustee agree that the Insurer shall have all rights of a third party beneficiary in respect of the Noteholders Indenture, the Sale and Servicing Agreement and each other Transaction Document to receive payments with respect to which it is not a signing party and hereby incorporate and restate their representations, warranties and covenants as set forth therein for the Trust Property, as provided in benefit of the Indenture and the Trust Agreement)Insurer.

Assignments; Reinsurance; Third-Party Rights. (a) This Insurance Agreement shall be a continuing obligation of the parties hereto and shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither None of the Trust, the Seller nor Arcadia Financial Transaction Parties may assign its rights under this Insurance Agreement, or delegate any of its duties hereunder, without the prior written consent of Financial Securitythe Insurer. Any assignment assignments made in violation of this Insurance Agreement shall be null and void. (b) Financial Security The Insurer shall have the right to give participations in its rights under this Insurance Agreement and to enter into contracts of reinsurance with respect to the Note Ambac Policy upon such terms and conditions as Financial Security the Insurer may in its discretion determine; PROVIDEDprovided, HOWEVERhowever, that no such participation or reinsurance agreement or arrangement shall relieve Financial Security the Insurer of any of its obligations hereunder or under the Note Ambac Policy, and provided, further, that any reinsurer or participant will not have any rights against the Transaction Parties or the Holders and that none of the Transaction Parties or the Holders shall have any obligation to have any communication or relationship with any reinsurer or participant in order to enforce the obligations of the Insurer hereunder and under the Ambac Policy. (c) In addition, Financial Security The Insurer shall be entitled to assign or pledge to any bank or bank, other lender or reinsurer providing liquidity or credit with respect to the Transaction or the obligations of Financial Security the Insurer in connection therewith therewith, any rights of Financial Security the Insurer under the Transaction Documents or with respect to any real or personal property or other interests pledged to Financial Security, the Insurer or in which Financial Security the Insurer has a security interest, in connection with the Transaction, subject in each case to the liens granted pursuant to the Transaction Documents; provided that no such bank or other lender shall thereby obtain any direct right against Transaction Parties or the Holders, and further, provided; that no such assignment or pledge shall give any assignee the right to exercise any discretionary authority that the Transaction Documents provide shall be exercisable by the Insurer or relieve the Insurer of any of its obligations hereunder or under the Ambac Policy. (d) Except as provided herein with respect to participants and reinsurers, nothing in this Insurance Agreement shall confer any right, remedy or claim, express or implied, upon any Person, including, particularly, any Noteholder (except to the extent provided herein and without limitation of their rights to receive payments with respect to the Trust PropertyPerson not a party hereto, including without limitation payments under the Note Policy)any Holders, other than Financial Security, the rights of the Insurer against the Trust, the Seller, Arcadia Financial or the Servicer, Transaction Parties and all the terms, covenants, conditions, promises and agreements contained herein shall be for the sole and exclusive benefit of the parties hereto and their successors and permitted assigns. Neither the Trustee, the Owner Indenture Trustee nor any Noteholder Holders shall have any right to payment from any premiums Premiums paid or payable hereunder or under the Indenture or from any other amounts paid by the Seller Issuer or Arcadia Financial UACC pursuant to Section 3.02Sections 3.2, 3.03 3.3 or 3.04 hereof (without limitation to the rights of the Noteholders to receive payments with respect to the Trust Property, as provided in the Indenture and the Trust Agreement)3.4 hereof.

Assignments; Reinsurance; Third-Party Rights. (a) This Agreement shall be a continuing obligation of the parties hereto Seller, the Master Servicer and the Depositor and shall (i) be binding upon the Seller, the Master Servicer and the Depositor or their respective successors and assigns and (ii) inure to the benefit of and be enforceable by the parties hereto Insurer and their respective successors its successors, transferees and permitted assigns. Neither None of the TrustSeller, the Seller nor Arcadia Financial Master Servicer or the Depositor may assign its rights under this Agreement, Agreement or delegate any of its duties rights or obligations hereunder, without the prior written consent of Financial Security. Any assignment made in violation of this Agreement shall the Insurer, such consent not to be null and voidunreasonably withheld or delayed. 18 01 811171.1 4839-7701-9649.2 (b) Financial Security The Insurer shall have the right to give participations in its rights under this Agreement and to enter into contracts of reinsurance with respect to the Note Policy upon and each such terms participant or reinsurer shall be entitled to the benefit of any representation, warranty, covenant and conditions obligation of the Seller, the Master Servicer or the Depositor hereunder as Financial Security may in its discretion determineif such participant or reinsurer was a party hereto; PROVIDED, HOWEVER, provided that no such grant of participation or reinsurance agreement or arrangement shall operate to relieve Financial Security the Insurer of any of its obligations hereunder or under the Note Policy. (c) In addition, Financial Security the Insurer shall be entitled to assign or pledge to any bank or other lender providing liquidity or credit with respect to the Transaction or the obligations of Financial Security the Insurer in connection therewith any rights of Financial Security the Insurer under the Transaction Documents or with respect to any real or personal property or other interests pledged to Financial Security, the Insurer or in which Financial Security the Insurer has a security interest, in connection with the Transaction. (d) Except as provided herein with respect to participants and reinsurers, nothing in this Agreement shall confer any right, remedy or claim, express or implied, upon any Personperson, including, particularly, any Noteholder (except to the extent provided herein and without limitation Holder of their rights to receive payments with respect to the Trust Property, including without limitation payments under the Note Policy)a Certificate, other than Financial Securitythe Insurer, against the TrustSeller, the Seller, Arcadia Financial or Master Servicer and the Servicer, Depositor and all the terms, covenants, conditions, promises and agreements contained herein shall be for the sole and exclusive benefit of the parties hereto and their successors and permitted assignssuccessors. Neither None of the TrusteeSecurities Administrator, the Owner Trustee nor or any Noteholder Holder of a Certificate shall have any right to payment from any premiums the premium paid or payable hereunder or from any other amounts paid by the Seller or Arcadia Financial pursuant to Section 3.02, 3.03 or 3.04 hereof (without limitation to the rights of the Noteholders to receive payments with respect to the Trust Property, as provided in the Indenture and the Trust Agreement)hereof.