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

Assignments; Third-Party Rights; Reinsurance. (a) This Agreement shall be a continuing obligation of the parties hereto and shall (i) be binding upon the parties and their respective successors and assigns, and (ii) inure to the benefit of and be enforceable by each Secured Party and the Collateral Agent, and by their respective successors, transferees and assigns. Neither the Seller nor OFL may assign this Agreement, or delegate any of its duties hereunder, without the prior written consent of the Controlling Party. (b) Financial Security shall have the right (unless a Financial Security Default shall have occurred and be continuing) to give participations in its rights under this Agreement and to enter into contracts of reinsurance with respect to any Policy issued in connection with a Series of Certificates and each such participant or reinsurer shall be entitled to the benefit of any representation, warranty, covenant and obligation of each party (other than Financial Security) hereunder as if such participant or reinsurer was a party hereto and, subject only to such agreement regarding such reinsurance or participation, shall have the right to enforce the obligations of each such other party directly hereunder; PROVIDED, HOWEVER, that no such reinsurance or participation agreement or arrangement shall relieve Financial Security of its obligations hereunder, under the Transaction Documents to which it is a party or under any such Policy. In addition, nothing contained herein shall restrict Financial Security from assigning to any Person pursuant to any liquidity facility or credit 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 Federal Security has a security interest, in connection with the transactions contemplated hereby. The terms of any such assignment or participation shall contain an express acknowledgment by such Person of the condition of this Section and the limitations of the rights of Financial Security hereunder.

Assignments; Third-Party Rights; Reinsurance. (a) This Agreement shall be a continuing obligation of the parties hereto and shall (i) be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, and (ii) inure to the benefit of and be enforceable by each Secured Party and the Collateral Agent, and by their respective successors, transferees and permitted assigns. Neither the Seller Company, WFS, WII, nor OFL the Collateral Agent may assign its rights or obligations under this Agreement, or delegate any of its duties hereunder, without the prior written consent of the Controlling PartyFinancial Security. Any assignment made in violation of this Agreement shall be null and void. (b) Financial Security shall have the right (unless a Financial Security Default shall have occurred and be continuing) to give participations in its rights under this Agreement and to enter into contracts of reinsurance with respect to any Policy issued the Policies upon such terms and conditions as Financial Security may in connection with a Series of Certificates and each such participant or reinsurer shall be entitled to the benefit of any representationits discretion determine; provided, warranty, covenant and obligation of each party (other than Financial Security) hereunder as if such participant or reinsurer was a party hereto and, subject only to such agreement regarding such reinsurance or participation, shall have the right to enforce the obligations of each such other party directly hereunder; PROVIDED, HOWEVERhowever, that no such participation or reinsurance or participation agreement or arrangement shall relieve Financial Security of any of its obligations hereunder, hereunder or under the Transaction Documents to which it is a party Policies and provided further that Financial Security shall reimburse the Company, WFS or under WII, as the case may be, for any expense incurred by such Policy. Western Entity in connection with the giving by Financial Security of participations or the entering into such contracts of reinsurance. (c) In addition, nothing contained herein shall restrict Financial Security from assigning shall be entitled to assign or pledge to any Person pursuant to any bank or other lender providing liquidity facility or credit facility with respect to the transactions contemplated by the Transaction Agreements or this Agreement or the obligations of Financial Security in connection therewith any rights of Financial Security under the Transaction Agreements or this Agreement or with respect to any real or personal property or other interests pledged to Financial Security, or in which Federal Financial Security has a security interest, in connection with the transactions contemplated hereby. The terms by the Transaction Agreements or this Agreement; provided that Financial Security shall reimburse the Company, WFS or WII, as the case may be, for any expense incurred by either such Western Entity in connection with the making by Financial Security of any such assignment or participation pledge. (d) Except as provided herein with respect to participants and reinsurers, nothing in this Agreement shall contain an confer any right, remedy or claim, express acknowledgment by such Person or implied, upon any Person, including, particularly, any Noteholder or Certificateholder, other than Financial Security, against the Company, WFS or WII, and all the terms, covenants, conditions, promises and agreements contained herein shall be for the sole and exclusive benefit of the condition of this parties hereto and their successors and permitted assigns. Neither the Owner Trustee or the Indenture 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 Company, WFS or WII pursuant to Section and the limitations of the rights of Financial Security hereunder3.03 or 3.04 hereof.

Assignments; Third-Party Rights; Reinsurance. (a) This Agreement shall be a continuing obligation of the parties hereto Bank and WFAL 2 and shall (i) be binding upon the parties Bank and WFAL 2 and their respective successors and assigns, and (ii) inure to the benefit of and be enforceable by each Secured Party Financial Security, the Trustee and the Master Collateral Agent, and by their respective successors, transferees successors and assigns. Neither the Seller Bank nor OFL WFAL 2 may assign this Agreement, Agreement or delegate any of its duties hereunder, without the prior written consent of the Controlling Party. Any assignment made in violation of this Agreement shall be null and void. (b) Financial Security shall have the right (unless a Financial Security Default shall have occurred and be continuing) to give participations in its rights under this Agreement and to enter into contracts of reinsurance with respect to any Policy issued in connection with a Series any of Certificates the Trusts upon such terms and each such participant or reinsurer shall be entitled to the benefit of any representationconditions as Financial Security may in its discretion determine; provided, warranty, covenant and obligation of each party (other than Financial Security) hereunder as if such participant or reinsurer was a party hereto and, subject only to such agreement regarding such reinsurance or participation, shall have the right to enforce the obligations of each such other party directly hereunder; PROVIDED, HOWEVERhowever, that no such participation or reinsurance or participation agreement or arrangement shall relieve Financial Security of its obligations hereunder, under the Transaction Documents to which it is a party hereunder or under any such Policy. . (c) In addition, nothing contained herein shall restrict Financial Security from assigning shall be entitled to assign or pledge to any Person pursuant bank or other lender providing liquidity or credit with respect to any liquidity facility Trust or credit facility the obligations of Financial Security in connection therewith any rights of Financial Security under this Agreement, the Servicing Agreement or the Existing Agreements or with respect to any real or personal property or other interests pledged to Financial Security, or in which Federal Financial Security has a security interest, in connection with the transactions contemplated hereby. The terms any Trust. (d) Except as provided herein with respect to participants and, nothing in this Agreement shall confer any right, remedy or claim, express or implied, upon any Person, any owner or other holder of any such assignment security or participation other investment covered by any Policy, other than Financial Security, against the Bank or WFAL 2, and all the terms, covenants, conditions, promises and agreements contained herein shall contain an express acknowledgment by such Person be for the sole and exclusive benefit of the condition of this Section parties hereto and the limitations of the rights of Financial Security hereundertheir successors and permitted assigns.

Assignments; Third-Party Rights; Reinsurance. (a) This Agreement shall be a continuing obligation of the parties hereto and shall (i) be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, and (ii) inure to the benefit of and be enforceable by each Secured Party and the Collateral Agent, and by their respective successors, transferees and permitted assigns. Neither WFSRC, WFS, nor the Seller nor OFL Collateral Agent may assign its rights or obligations under this Agreement, or delegate any of its duties hereunder, without the prior written consent of the Controlling PartyFinancial Security. Any assignment made in violation of this Agreement shall be null and void. (b) Financial Security shall have the right (unless a Financial Security Default shall have occurred and be continuing) to give participations in its rights under this Agreement and to enter into contracts of reinsurance with respect to any the Policy issued upon such terms and conditions as Financial Security may in connection with a Series of Certificates and each such participant or reinsurer shall be entitled to the benefit of any representationits discretion determine; provided, warranty, covenant and obligation of each party (other than Financial Security) hereunder as if such participant or reinsurer was a party hereto and, subject only to such agreement regarding such reinsurance or participation, shall have the right to enforce the obligations of each such other party directly hereunder; PROVIDED, HOWEVERhowever, that no such participation or reinsurance or participation agreement or arrangement shall relieve Financial Security of any of its obligations hereunder, hereunder or under the Transaction Documents to which it is a party Policy and provided further that Financial Security shall reimburse WFSRC or under WFS, as the case may be, for any expense incurred by such Policy. Western Entity in connection with the giving by Financial Security of participations or the entering into such contracts of reinsurance. (c) In addition, nothing contained herein shall restrict Financial Security from assigning shall be entitled to assign or pledge to any Person pursuant to any bank or other lender providing liquidity facility or credit facility with respect to the transactions contemplated by the Transaction Agreements or this Agreement or the obligations of Financial Security in connection therewith any rights of Financial Security under the Transaction Agreements or this Agreement or with respect to any real or personal property or other interests pledged to Financial Security, or in which Federal Financial Security has a security interest, in connection with the transactions contemplated hereby. The terms by the Transaction Agreements or this Agreement; provided that Financial Security shall reimburse WFSRC or WFS, as the case may be, for any expense incurred by either such Western Entity in connection with the making by Financial Security of any such assignment or participation pledge. (d) Except as provided herein with respect to participants and reinsurers, nothing in this Agreement shall contain an confer any right, remedy or claim, express acknowledgment by such Person or implied, upon any Person, including, particularly, any Noteholder or Certificateholder, other than Financial Security, against WFSRC or WFS, and all the terms, covenants, conditions, promises and agreements contained herein shall be for the sole and exclusive benefit of the condition of this parties hereto and their successors and permitted assigns. Neither the Owner Trustee or the Indenture 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 WFSRC or WFS pursuant to Section and the limitations of the rights of Financial Security hereunder3.03 or 3.04 hereof.

Assignments; Third-Party Rights; Reinsurance. (a) This Agreement shall be a continuing obligation of the parties hereto and shall (i) be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, and (ii) inure to the benefit of and be enforceable by each Secured Party and the Collateral Agent, and by their respective successors, transferees and permitted assigns. Neither the Seller Seller, WFS, WII, nor OFL the Collateral Agent may assign its rights or obligations under this Agreement, or delegate any of its duties hereunder, without the prior written consent of the Controlling PartyFinancial Security. Any assignment made in violation of this Agreement shall be null and void. (b) Financial Security shall have the right (unless a Financial Security Default shall have occurred and be continuing) to give participations in its rights under this Agreement and to enter into contracts of reinsurance with respect to any the Policy issued upon such terms and conditions as Financial Security may in connection with a Series of Certificates and each such participant or reinsurer shall be entitled to the benefit of any representationits discretion determine; provided, warranty, covenant and obligation of each party (other than Financial Security) hereunder as if such participant or reinsurer was a party hereto and, subject only to such agreement regarding such reinsurance or participation, shall have the right to enforce the obligations of each such other party directly hereunder; PROVIDED, HOWEVERhowever, that no such participation or reinsurance or participation agreement or arrangement shall relieve Financial Security of any of its obligations hereunder, hereunder or under the Transaction Documents to which it is a party Policy and provided further that Financial Security shall reimburse the Seller, WFS or under WII as the case may be, for any expense incurred by such Policy. Western Entity in connection with the giving by Financial Security of participations or the entering into such contracts of reinsurance. (c) In addition, nothing contained herein shall restrict Financial Security from assigning shall be entitled to assign or pledge to any Person pursuant to any bank or other lender providing liquidity facility or credit facility with respect to the transactions contemplated by the Transaction Agreements or this Agreement or the obligations of Financial Security in connection therewith any rights of Financial Security under the Transaction Agreements or this Agreement or with respect to any real or personal property or other interests pledged to Financial Security, or in which Federal Financial Security has a security interest, in connection with the transactions contemplated hereby. The terms by the Transaction Agreements or this Agreement; provided that Financial Security shall reimburse the Seller, WFS or WII as the case may be, for any expense incurred by either such Western Entity in connection with the making by Financial Security of any such assignment or participation pledge. (d) Except as provided herein with respect to participants and reinsurers, nothing in this Agreement shall contain an confer any right, remedy or claim, express acknowledgment by such Person or implied, upon any Person, including, particularly, any Noteholder or Certificateholder, other than Financial Security, against the Seller, WFS or WII and all the terms, covenants, conditions, promises and agreements contained herein shall be for the sole and exclusive benefit of the condition of this parties hereto and their successors and permitted assigns. Neither the Owner Trustee or the Indenture 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, WFS or WII pursuant to Section and the limitations of the rights of Financial Security hereunder3.03 or 3.04 hereof.

Assignments; Third-Party Rights; Reinsurance. (a) This Agreement shall be a continuing obligation of the parties hereto and shall (i) be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, and (ii) inure to the benefit of and be enforceable by each Secured Party and the Collateral Agent, and by their respective successors, transferees and permitted assigns. Neither the Seller Company, WFS, WII, nor OFL the Collateral Agent may assign its rights or obligations under this Agreement, or delegate any of its duties hereunder, without the prior written consent of the Controlling PartyFinancial Security. Any assignment made in violation of this Agreement shall be null and void. (b) Financial Security shall have the right (unless a Financial Security Default shall have occurred and be continuing) to give participations in its rights under this Agreement and to enter into contracts of reinsurance with respect to any Policy issued the Policies upon such terms and conditions as Financial Security may in connection with a Series of Certificates and each such participant or reinsurer shall be entitled to the benefit of any representationits discretion determine; provided, warranty, covenant and obligation of each party (other than Financial Security) hereunder as if such participant or reinsurer was a party hereto and, subject only to such agreement regarding such reinsurance or participation, shall have the right to enforce the obligations of each such other party directly hereunder; PROVIDED, HOWEVERhowever, that no such participation or reinsurance or participation agreement or arrangement shall relieve Financial Security of any of its obligations hereunder, hereunder or under the Transaction Documents to which it is a party Policies and provided further that Financial Security shall reimburse the Company, WFS or under WII, as the case may be, for any expense incurred by such Policy. Western Entity in connection with the giving by Financial Security of participations or the entering into such contracts of reinsurance. (c) In addition, nothing contained herein shall restrict Financial Security from assigning shall be entitled to assign or pledge to any Person pursuant to any bank or other lender providing liquidity facility or credit facility with respect to the transactions contemplated by the Transaction Agreements or this Agreement or the obligations of Financial Security in connection therewith any rights of Financial Security under the Transaction Agreements or this Agreement or with respect to any real or personal property or other interests pledged to Financial Security, or in which Federal Financial Security has a security interest, in connection with the transactions contemplated hereby. The terms of any such assignment by the Transaction Agreements or participation shall contain an express acknowledgment by such Person of the condition of this Section and the limitations of the rights of Agreement; provided that Financial Security hereunder.shall reimburse the Company, WFS or WII, as the

Assignments; Third-Party Rights; Reinsurance. (a) This Agreement shall be a continuing obligation of the parties hereto and shall (i) be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, and (ii) inure to the benefit of and be enforceable by each Secured Party and the Collateral Agent, and by their respective successors, transferees and permitted assigns. Neither WFAL, WFSRC, WFS, nor the Seller nor OFL Collateral Agent may assign its rights or obligations under this Agreement, or delegate any of its duties hereunder, without the prior written consent of the Controlling PartyFinancial Security. Any assignment made in violation of this Agreement shall be null and void. (b) Financial Security shall have the right (unless a Financial Security Default shall have occurred and be continuing) to give participations in its rights under this Agreement and to enter into contracts of reinsurance with respect to any the Policy issued upon such terms and conditions as Financial Security may in connection with a Series of Certificates and each such participant or reinsurer shall be entitled to the benefit of any representationits discretion determine; provided, warranty, covenant and obligation of each party (other than Financial Security) hereunder as if such participant or reinsurer was a party hereto and, subject only to such agreement regarding such reinsurance or participation, shall have the right to enforce the obligations of each such other party directly hereunder; PROVIDED, HOWEVERhowever, that no such participation or reinsurance or participation agreement or arrangement shall relieve Financial Security of any of its obligations hereunder, hereunder or under the Transaction Documents to which it is a party Policy and provided further that Financial Security shall reimburse WFAL, WFSRC or under WFS, as the case may be, for any expense incurred by such Policy. Western Entity in connection with the giving by Financial Security of participations or the entering into such contracts of reinsurance. (c) In addition, nothing contained herein shall restrict Financial Security from assigning shall be entitled to assign or pledge to any Person pursuant to any bank or other lender providing liquidity facility or credit facility with respect to the transactions contemplated by the Transaction Agreements or this Agreement or the obligations of Financial Security in connection therewith any rights of Financial Security under the Transaction Agreements or this Agreement or with respect to any real or personal property or other interests pledged to Financial Security, or in which Federal Financial Security has a security interest, in connection with the transactions contemplated hereby. The terms by the Transaction Agreements or this Agreement; provided that Financial Security shall reimburse WFAL, WFSRC or WFS, as the case may be, for any expense incurred by either such Western Entity in connection with the making by Financial Security of any such assignment or participation pledge. (d) Except as provided herein with respect to participants and reinsurers, nothing in this Agreement shall contain an confer any right, remedy or claim, express acknowledgment by such Person of or implied, upon any Person, including, particularly, any Noteholder or Certificateholder, other than Financial Security, against WFAL, WFSRC or WFS, and all the condition of this Section terms, covenants, conditions, promises and the limitations of the rights of Financial Security hereunder.agreements contained herein shall be for

Assignments; Third-Party Rights; Reinsurance. (a) This Agreement shall be a continuing obligation of the parties hereto and shall (i) be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, and (ii) inure to the benefit of and be enforceable by each Secured Party and the Collateral Agent, and by their respective successors, transferees and permitted assigns. Neither WFSRC2, Westcorp, WFS, nor the Seller nor OFL Collateral Agent may assign its rights or obligations under this Agreement, or delegate any of its duties hereunder, without the prior written consent of the Controlling PartyFinancial Security. Any assignment made in violation of this Agreement shall be null and void. (b) Financial Security shall have the right (unless a Financial Security Default shall have occurred and be continuing) to give participations in its rights under this Agreement and to enter into contracts of reinsurance with respect to any the Policy issued upon such terms and conditions as Financial Security may in connection with a Series of Certificates and each such participant or reinsurer shall be entitled to the benefit of any representationits discretion determine; provided, warranty, covenant and obligation of each party (other than Financial Security) hereunder as if such participant or reinsurer was a party hereto and, subject only to such agreement regarding such reinsurance or participation, shall have the right to enforce the obligations of each such other party directly hereunder; PROVIDED, HOWEVERhowever, that no such participation or reinsurance or participation agreement or arrangement shall relieve Financial Security of any of its obligations hereunder, hereunder or under the Transaction Documents to which it is a party Policy and provided further that Financial Security shall reimburse WFSRC2, Westcorp or under WFS, as the case may be, for any expense incurred by such Policy. Western Entity in connection with the giving by Financial Security of participations or the entering into such contracts of reinsurance. (c) In addition, nothing contained herein shall restrict Financial Security from assigning shall be entitled to assign or pledge to any Person pursuant to any bank or other lender providing liquidity facility or credit facility with respect to the transactions contemplated by the Transaction Agreements or this Agreement or the obligations of Financial Security in connection therewith any rights of Financial Security under the Transaction Agreements or this Agreement or with respect to any real or personal property or other interests pledged to Financial Security, or in which Federal Financial Security has a security interest, in connection with the transactions contemplated hereby. The terms by the Transaction Agreements or this Agreement; provided that Financial Security shall reimburse WFSRC2, Westcorp or WFS, as the case may be, for any expense incurred by such Western Entity in connection with the making by Financial Security of any such assignment or participation pledge. (d) Except as provided herein with respect to participants and reinsurers, nothing in this Agreement shall contain an confer any right, remedy or claim, express acknowledgment by such Person or 60 implied, upon any Person, including, particularly, any Noteholder or Certificateholder, other than Financial Security, against WFSRC2, Westcorp or WFS, and all the terms, covenants, conditions, promises and agreements contained herein shall be for the sole and exclusive benefit of the condition of this parties hereto and their successors and permitted assigns. Neither the Owner Trustee or the Indenture 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 WFSRC2, Westcorp or WFS pursuant to Section and the limitations of the rights of Financial Security hereunder3.03 or 3.04 hereof.

Assignments; Third-Party Rights; Reinsurance. (a) This Agreement shall be a continuing obligation of the parties hereto and shall (i) be binding upon the parties and their respective successors and assigns, and (ii) inure to the benefit of and be enforceable by each Secured Party and the Collateral Agent, and by their respective successors, transferees and assigns. Neither the Seller nor OFL Arcadia Financial may assign this Agreement, or delegate any of its duties hereunder, without the prior written consent of the Controlling Party. (b) Financial Security shall have the right (unless a Financial Security Default shall have occurred and be continuing) to give participations in its rights under this Agreement and to enter into contracts of reinsurance with respect to any Policy issued in connection with a Series of Certificates and each such participant or reinsurer shall be entitled to the benefit of any representation, warranty, covenant and obligation of each party (other than Financial Security) hereunder as if such participant or reinsurer was a party hereto and, subject only to such agreement regarding such reinsurance or participation, shall have the right to enforce the obligations of each such other party directly hereunder; PROVIDED, HOWEVER, that no such reinsurance or participation agreement or arrangement shall relieve Financial Security of its obligations hereunder, under the Transaction Documents to which it is a party or under any such Policy. In addition, nothing contained herein shall restrict Financial Security from assigning to any Person pursuant to any liquidity facility or credit 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 Federal Security has a security interest, in connection with the transactions contemplated hereby. The terms of any such assignment or participation shall contain an express acknowledgment by such Person of the condition of this Section and the limitations of the rights of Financial Security hereunder.

Assignments; Third-Party Rights; Reinsurance. (a) This Agreement shall be a continuing obligation of the parties hereto and shall (i) be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, and (ii) inure to the benefit of and be enforceable by each Secured Party and the Collateral Agent, and by their respective successors, transferees and permitted assigns. Neither the Seller Company, WFS, WII, nor OFL the Collateral Agent may assign its rights or obligations under this Agreement, or delegate any of its duties hereunder, without the prior written consent of the Controlling PartyFinancial Security. Any assignment made in violation of this Agreement shall be null and void. (b) Financial Security shall have the right (unless a Financial Security Default shall have occurred and be continuing) to give participations in its rights under this Agreement and to enter into contracts of reinsurance with respect to any Policy issued the Policies upon such terms and conditions as Financial Security may in connection with a Series of Certificates and each such participant or reinsurer shall be entitled to the benefit of any representationits discretion determine; provided, warranty, covenant and obligation of each party (other than Financial Security) hereunder as if such participant or reinsurer was a party hereto and, subject only to such agreement regarding such reinsurance or participation, shall have the right to enforce the obligations of each such other party directly hereunder; PROVIDED, HOWEVERhowever, that no such participation or reinsurance or participation agreement or arrangement shall relieve Financial Security of any of its obligations hereunder, hereunder or under the Transaction Documents to which it is a party Policies and provided further that Financial Security shall reimburse the Company, WFS or under WII, as the case may be, for any expense incurred by such Policy. Western Entity in connection with the giving by Financial Security of participations or the entering into such contracts of reinsurance. (c) In addition, nothing contained herein shall restrict Financial Security from assigning shall be entitled to assign or pledge to any Person pursuant to any bank or other lender providing liquidity facility or credit facility with respect to the transactions contemplated by the Transaction Agreements or this Agreement or the obligations of Financial Security in connection therewith any rights of Financial Security under the Transaction Agreements or this Agreement or with respect to any real or personal property or other interests pledged to Financial Security, or in which Federal Financial Security has a security interest, in connection with the transactions contemplated hereby. The terms by the Transaction Agreements or this Agreement; provided that Financial Security shall reimburse the Company, WFS or WII, as the case may be, for any expense incurred by either such Western Entity in connection with the making by Financial Security of any such assignment or participation pledge. (d) Except as provided herein with respect to participants and reinsurers, nothing in this Agreement shall contain an express acknowledgment by such Person of the condition of this Section and the limitations of the rights of Financial Security hereunder.confer

Assignments; Third-Party Rights; Reinsurance. (a) This Security Agreement shall be a continuing obligation of the parties hereto and shall (i) be binding upon the parties and their respective successors and assigns, and (ii) inure to the benefit of and be enforceable by each Secured Party and the Collateral Agent, and by their respective successors, transferees and assigns. Neither None of the Issuer, the Seller nor OFL AFL may assign this Security Agreement, or delegate any of its duties hereunder, without the prior written consent of the Controlling Party. (b) Financial The Security Insurer shall have the right (unless a Financial Security an Insurer Default shall have occurred and be continuing) to give participations in its rights under this Security Agreement and to enter into contracts of reinsurance with respect to any the Note Policy issued in connection with a Series of Certificates and each such participant or reinsurer shall be entitled to the benefit of any representation, warranty, covenant and obligation of each party (other than Financial Securitythe Security Insurer) hereunder as if such participant or reinsurer was a party hereto and, subject only to such agreement regarding such reinsurance or participation, shall have the right to enforce the obligations of each such other party directly hereunder; PROVIDED, HOWEVER, that no such reinsurance or participation agreement or arrangement shall relieve Financial the Security Insurer of its obligations hereunder, under the Transaction Documents to which it is a party or under any such the Note Policy. In addition, nothing contained herein shall restrict Financial the Security Insurer from assigning to any Person pursuant to any liquidity facility or credit facility any rights of Financial the Security Insurer under this Security Agreement or with respect to any real or personal property or other interests pledged to Financial Securitythe Security Insurer, or in which Federal the Security Insurer has a security interest, in connection with the transactions contemplated hereby. The terms of any such assignment or participation shall contain an express acknowledgment by such Person of the condition of this Section and the limitations of the rights of Financial the Security Insurer hereunder.

Assignments; Third-Party Rights; Reinsurance. (a) This Agreement shall be a continuing obligation of the parties hereto and shall (i) be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, and (ii) inure to the benefit of and be enforceable by each Secured Party and the Collateral Agent, and by their respective successors, transferees and permitted assigns. Neither the Seller Company, WFS, WII, nor OFL the Collateral Agent may assign its rights or obligations under this Agreement, or delegate any of its duties hereunder, without the prior written consent of the Controlling PartyFinancial Security. Any assignment made in violation of this Agreement shall be null and void. (b) Financial Security shall have the right (unless a Financial Security Default shall have occurred and be continuing) to give participations in its rights under this Agreement and to enter into contracts of reinsurance with respect to any Policy issued the Policies upon such terms and conditions as Financial Security may in connection with a Series of Certificates and each such participant or reinsurer shall be entitled to the benefit of any representationits discretion determine; provided, warranty, covenant and obligation of each party (other than Financial Security) hereunder as if such participant or reinsurer was a party hereto and, subject only to such agreement regarding such reinsurance or participation, shall have the right to enforce the obligations of each such other party directly hereunder; PROVIDED, HOWEVERhowever, that no such participation or reinsurance or participation agreement or arrangement shall relieve Financial Security of any of its obligations hereunder, hereunder or under the Transaction Documents to which it is a party Policies and provided further that Financial Security shall reimburse the Company, WFS or under WII, as the case may be, for any expense incurred by such Policy. Western Entity in connection with the giving by Financial Security of participations or the entering into such contracts of reinsurance. (c) In addition, nothing contained herein shall restrict Financial Security from assigning shall be entitled to assign or pledge to any Person pursuant to any bank or other lender providing liquidity facility or credit facility with respect to the transactions contemplated by the Transaction Agreements or this Agreement or the obligations of Financial Security in connection therewith any rights of Financial Security under the Transaction Agreements or this Agreement or with respect to any real or personal property or other interests pledged to Financial Security, or in which Federal Financial Security has a security interest, in connection with the transactions contemplated hereby. The terms of any such assignment by the Transaction Agreements or participation shall contain an express acknowledgment by such Person of the condition of this Section and the limitations of the rights of Agreement; provided that Financial Security hereunder.shall reimburse the Company, WFS or WII, as the case may be, for any expense incurred by either such Western Entity

Assignments; Third-Party Rights; Reinsurance. (a) This Agreement shall be a continuing obligation of the parties hereto and shall (i) be binding upon the parties and their respective successors and assigns, and (ii) inure to the benefit of and be enforceable by each Secured Party Financial Security and the Collateral Agent, and by their respective successors, transferees and assigns. Neither the The Seller nor OFL may not assign this Agreement, or delegate any of its duties hereunder, without the prior written consent of the Controlling PartyFinancial Security. (b) Financial Security shall have the right (unless a Financial Security Default shall have occurred and be continuing) to give participations in its rights under this Agreement and to enter into contracts of reinsurance with respect to any Policy issued in connection with a Series of Certificates and each such participant or reinsurer shall be entitled to the benefit of any representation, warranty, covenant and obligation of each party (other than Financial Security) hereunder as if such participant or reinsurer was a party hereto and, subject only to such agreement regarding such reinsurance or participation, shall have the right to enforce the obligations of each such other party directly hereunder; PROVIDED, HOWEVER, that no such reinsurance or participation agreement or arrangement shall relieve Financial Security of its obligations hereunder, under the Transaction Documents to which it is a party hereunder or under any such Policy. In addition, nothing contained herein shall restrict Financial Security from assigning to any Person pursuant to any liquidity facility or credit 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 Federal Financial Security has a security interest, in connection with the transactions contemplated hereby. The terms of any such assignment or participation shall contain an express acknowledgment by such Person of the condition of this Section and the limitations of the rights of Financial Security hereunder. (c) The Lender Collateral Agent shall be a third party beneficiary of the agreements set forth in Section 8.15. (d) The Administrative Agent shall be a third party beneficiary of this Agreement.

Assignments; Third-Party Rights; Reinsurance. (a) This Agreement shall be a continuing obligation of the parties hereto and shall (i) be binding upon the parties and their respective successors and assigns, and (ii) inure to the benefit of and be enforceable by each Secured Party and the Collateral Agent, and by their respective successors, transferees and assigns. Neither the Seller nor OFL CPS may assign this Agreement, or delegate any of its duties hereunder, without the prior written consent of the Controlling Party. (b) Financial Security shall have the right (unless a Financial Security Default shall have occurred and be continuing) to give participations in its rights under this Agreement and to enter into contracts of reinsurance with respect to any Policy issued in connection with a Series of Certificates and each such participant or reinsurer shall be entitled to the benefit of any representation, warranty, covenant and obligation of each party (other than Financial Security) hereunder as if such participant or reinsurer was were a party hereto and, subject only to such agreement regarding such reinsurance or participation, shall have the right to enforce the obligations of each such other party directly hereunder; PROVIDED, HOWEVER, that no such reinsurance or participation agreement or arrangement shall relieve Financial Security of its obligations hereunder, under the Transaction Documents to which it is a party or under any such Policy. In addition, nothing contained herein shall restrict Financial Security from assigning to any Person pursuant to any liquidity facility or credit 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 Federal Security has a security interest, in connection with the transactions contemplated hereby. The terms of any such assignment or participation shall contain an express acknowledgment by such Person of the condition of this Section and the limitations of the rights of Financial Security hereunder.

Assignments; Third-Party Rights; Reinsurance. (a) This Security Agreement shall be a continuing obligation of the parties hereto and shall (i) be binding upon the parties and their respective successors and assigns, and (ii) inure to the benefit of and be enforceable by each Secured Party and the Collateral Agent, and by their respective successors, transferees and assigns. Neither None of the Issuer, the Seller nor OFL may assign this Security Agreement, or delegate any of its duties hereunder, without the prior written consent of the Controlling Party. (b) Financial The Security Insurer shall have the right (unless a Financial Security an Insurer Default shall have occurred and be continuing) to give participations in its rights under this Security Agreement and to enter into contracts of reinsurance with respect to any the Note Policy issued in connection with a Series of Certificates and each such participant or reinsurer shall be entitled to the benefit of any representation, warranty, covenant and obligation of each party (other than Financial Securitythe Security Insurer) hereunder as if such participant or reinsurer was a party hereto and, subject only to such agreement regarding such reinsurance or participation, shall have the right to enforce the obligations of each such other party directly hereunder; PROVIDED, HOWEVER, that no such reinsurance or participation agreement or arrangement shall relieve Financial the Security Insurer of its obligations hereunder, under the Transaction Documents to which it is a party or under any such the Note Policy. In addition, nothing contained herein shall restrict Financial the Security Insurer from assigning to any Person pursuant to any liquidity facility or credit facility any rights of Financial the Security Insurer under this Security Agreement or with respect to any real or personal property or other interests pledged to Financial Securitythe Security Insurer, or in which Federal the Security Insurer has a security interest, in connection with the transactions contemplated hereby. The terms of any such assignment or participation shall contain an express acknowledgment by such Person of the condition of this Section and the limitations of the rights of Financial the Security Insurer hereunder.