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 Issuer Secured Party and the Collateral Agent, and by their respective successors, transferees and assigns. The Issuer may not assign this Agreement, or delegate any of its duties hereunder, without the prior written consent of the Controlling Party. (b) 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 issued in connection with the Notes, upon such terms and conditions as the Insurer in its discretion determines, and each such participant or reinsurer shall be entitled to the benefit of any representation, warranty, covenant and obligation of each party (other than the 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 the Insurer of its obligations hereunder, under the Basic Documents to which it is a party or under the Note Policy. In addition, nothing contained herein shall restrict the Insurer from assigning to any Person pursuant to any liquidity facility or credit facility any rights of the Insurer under this Agreement or with respect to any real or personal property or other interests pledged to the Insurer, or in which the Insurer has a security interest, in connection with the transactions contemplated hereby.

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 Issuer Secured Party and the Collateral Agent, and by their respective successors, transferees and assigns. The Issuer Trust may not assign this Agreement, or delegate any of its duties hereunder, without the prior written consent of the Controlling Party. (b) The Insurer Assured Guaranty shall have the right (unless an Assured Guaranty 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 the Note Notes Policy issued in connection with the Notes, upon such terms and conditions as the Insurer in its discretion determines, and each such participant or reinsurer shall be entitled to the benefit of any representation, warranty, covenant and obligation of each party (other than the InsurerAssured Guaranty) 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 the Insurer Assured Guaranty of its obligations hereunder, under the Basic Transaction Documents to which it is a party or under the Note such Policy. In addition, nothing contained herein shall restrict the Insurer Assured Guaranty from assigning to any Person pursuant to any liquidity facility or credit facility any rights of the Insurer Assured Guaranty under this Agreement or with respect to any real or personal property or other interests pledged to the InsurerAssured Guaranty, or in which the Insurer Assured Guaranty 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 Assured Guaranty hereunder.

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 Issuer Issuing Entity Secured Party and the Collateral Agent, and by their respective successors, transferees and assigns. The Issuer Issuing Entity may not assign this Agreement, or delegate any of its duties hereunder, without the prior written consent of the Controlling Party. (b) 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 issued in connection with the Notes, upon such terms and conditions as the Insurer in its discretion determines, and each such participant or reinsurer shall be entitled to the benefit of any representation, warranty, covenant and obligation of each party (other than the 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 the Insurer of its obligations hereunder, under the Basic Documents to which it is a party or under the Note Policy. In addition, nothing contained herein shall restrict the Insurer from assigning to any Person pursuant to any liquidity facility or credit facility any rights of the Insurer under this Agreement or with respect to any real or personal property or other interests pledged to the Insurer, or in which the Insurer has a security interest, in connection with the transactions contemplated hereby.

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 Issuer Secured Party and the Collateral Agent, and by their respective successors, transferees and assigns. The Issuer Trust may not assign this Agreement, or delegate any of its duties hereunder, without the prior written consent of the Controlling Party. (b) The Insurer 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 the Note any Policy issued in connection with the Notes, upon such terms and conditions as the Insurer in its discretion determines, and each such participant or reinsurer shall be entitled to the benefit of any representation, warranty, covenant and obligation of each party (other than the InsurerFinancial 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 the Insurer Financial Security of its obligations hereunder, under the Basic Transaction Documents to which it is a party or under the Note such Policy. In addition, nothing contained herein shall restrict the Insurer Financial Security from assigning to any Person pursuant to any liquidity facility or credit facility any rights of the Insurer Financial Security under this Agreement or with respect to any real or personal property or other interests pledged to the InsurerFinancial Security, or in which the Insurer 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.

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 Issuer Trust Secured Party and the Collateral Agent, and by their respective successors, transferees and assigns. The Issuer may not assign this Agreement, or delegate any of its duties hereunder, without the prior written consent of the Controlling Party. (b) 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 issued in connection with the Notes, upon such terms and conditions as the Insurer in its discretion determines, and each such participant or reinsurer shall be entitled to the benefit of any representation, warranty, covenant and obligation of each party (other than the 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 the Insurer of its obligations hereunder, under the Basic Documents to which it is a party or under the Note Policy. In addition, nothing contained herein shall restrict the Insurer from assigning to any Person pursuant to any liquidity facility or credit facility any rights of the Insurer under this Agreement or with respect to any real or personal property or other interests pledged to the Insurer, or in which the Insurer has a security interest, in connection with the transactions contemplated hereby.

Assignments; Third-Party Rights; Reinsurance. (a) This Agreement shall be a continuing obligation of the parties hereto Bank and WFAL2 and shall (i) be binding upon the parties Bank and WFAL2 and their respective successors and assigns, and (ii) inure to the benefit of and be enforceable by each Issuer Secured Party and the Master Collateral Agent, the Indenture Trustee, the Collateral Agent and Financial Security and by their respective successors, transferees successors and assigns. The Issuer Neither the Bank nor WFAL2 may not 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) The Insurer 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 any Policy issued in connection with any of the Notes, Trusts upon such terms and conditions as the Insurer Financial Security may in its discretion determines, and each such participant or reinsurer shall be entitled to the benefit of any representation, warranty, covenant and obligation of each party (other than the 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 hereunderdetermine; provided, however, that no such participation or reinsurance or participation agreement or arrangement shall relieve the Insurer Financial Security of its obligations hereunder, under the Basic Documents to which it is a party hereunder or under the Note any such Policy. . (c) In addition, nothing contained herein Financial Security shall restrict the Insurer from assigning 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 the Insurer Financial Security under this Agreement, the Servicing Agreement or the Transaction Agreements or with respect to any real or personal property or other interests pledged to the InsurerFinancial Security, or in which the Insurer Financial Security has a security interest, in connection with any Trust. (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, any owner or other holder of any security or other investment covered by any Policy, other than Financial Security, against the transactions contemplated herebyBank or WFAL2, 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.

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 Issuer Secured Party and the Collateral Agent, and by their respective successors, transferees and assigns. The Issuer may Transferor shall not assign this Agreement, or delegate any of its duties hereunder, without the prior written consent of the Controlling Party. (b) The Insurer 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 the Note any Policy issued in connection with the Notes, upon such terms and conditions as the Insurer in its discretion determines, a Series and each such participant or reinsurer shall be entitled to the benefit of any representation, warranty, covenant and obligation of each party (other than the InsurerFinancial 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 the Insurer Financial Security of its obligations hereunder, under the Basic Transaction Documents to which it is a party or under any such Policy, or shall change the Note Policystatus of Financial Security as a "Controlling Party". In addition, nothing contained herein shall restrict the Insurer Financial Security from assigning to any Person pursuant to any liquidity facility or credit facility any rights of the Insurer Financial Security under this Agreement or with respect to any real or personal property or other interests pledged to the InsurerFinancial Security, or in which the Insurer 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.

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 Issuer Secured Party and the Collateral Agent, and by their respective successors, transferees and assigns. The Issuer Trust may not assign this Agreement, or delegate any of its duties hereunder, without the prior written consent of the Controlling Party. (b) The Insurer 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 the Note Policy issued in connection with the Notes, upon such terms and conditions as the Insurer in its discretion determines, and each such participant or reinsurer shall be entitled to the benefit of any representation, warranty, covenant and obligation of each party (other than the InsurerFinancial 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 the Insurer Financial Security of its obligations hereunder, under the Basic Transaction Documents to which it is a party or under the Note such Policy. In addition, nothing contained herein shall restrict the Insurer Financial Security from assigning to any Person pursuant to any liquidity facility or credit facility any rights of the Insurer Financial Security under this Agreement or with respect to any real or personal property or other interests pledged to the InsurerFinancial Security, or in which the Insurer 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.

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 Issuer Secured Party and the Collateral Agent, and by their respective successors, transferees and assigns. The Issuer Neither the seller nor NAFCO may not assign this Agreement, or delegate any of its duties hereunder, without the prior written consent of the Controlling Party. (b) The Insurer 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 the Note any Policy issued in connection with the Notes, upon such terms and conditions as the Insurer in its discretion determines, 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 the InsurerFinancial 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 the Insurer Financial Security of its obligations hereunder, under the Basic Transaction Documents to which it is a party or under the Note any such Policy. In addition, nothing contained herein shall restrict the Insurer Financial Security from assigning to any Person pursuant to any liquidity facility or credit facility any rights of the Insurer Financial Security under this Agreement or with respect to any real or personal property or other interests pledged to the InsurerFinancial Security, or in which the Insurer 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 the parties and their respective successors and assigns, and (ii) inure to the benefit of and be enforceable by each Issuer Secured Party and the Collateral Agent, and by their respective successors, transferees and assigns. The Issuer may not assign this Agreement, or delegate any of its duties hereunder, without the prior written consent of the Controlling Party. (b) 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 issued in connection with the Notes, upon such terms and conditions as the Insurer in its discretion determines, and each such participant or reinsurer shall be entitled to the benefit of any representation, warranty, covenant and obligation of each party (other than the 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 the Insurer of its obligations hereunder, under the Basic Transaction Documents to which it is a party or under the Note Policy. In addition, nothing contained herein shall restrict the Insurer from assigning to any Person pursuant to any liquidity facility or credit facility any rights of the Insurer under this Agreement or with respect to any real or personal property or other interests pledged to the Insurer, or in which the Insurer has a security interest, in connection with the transactions contemplated hereby.

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 Issuer Secured Party and the Collateral Agent, and by their respective successors, transferees and assigns. The Issuer Trust may not assign this Agreement, or delegate any of its duties hereunder, without the prior written consent of the Controlling Party. (b) The Insurer 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 the Note Notes Policy issued in connection with the Notes, upon such terms and conditions as the Insurer in its discretion determines, and each such participant or reinsurer shall be entitled to the benefit of any representation, warranty, covenant and obligation of each party (other than the InsurerFinancial 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 the Insurer Financial Security of its obligations hereunder, under the Basic Transaction Documents to which it is a party or under the Note such Policy. In addition, nothing contained herein shall restrict the Insurer Financial Security from assigning to any Person pursuant to any liquidity facility or credit facility any rights of the Insurer Financial Security under this Agreement or with respect to any real or personal property or other interests pledged to the InsurerFinancial Security, or in which the Insurer 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.

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 Issuer Trust Secured Party and the Collateral Agent, and by their respective successors, transferees and assigns. The Issuer Trust may not assign this Agreement, or delegate any of its duties hereunder, without the prior written consent of the Controlling Party. (b) 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 issued in connection with the Notes, upon such terms and conditions as the Insurer in its discretion determines, and each such participant or reinsurer shall be entitled to the benefit of any representation, warranty, covenant and obligation of each party (other than the 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 the Insurer of its obligations hereunder, under the Basic Documents to which it is a party or under the Note Policy. In addition, nothing contained herein shall restrict the Insurer from assigning to any Person pursuant to any liquidity facility or credit facility any rights of the Insurer under this Agreement or with respect to any real or personal property or other interests pledged to the Insurer, or in which the Insurer has a security interest, in connection with the transactions contemplated hereby.

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 Issuer Secured Party and the Collateral Agent, and by their respective successors, transferees and assigns. The Issuer may Transferor shall not assign this Agreement, or delegate any of its duties hereunder, without the prior written consent of the Controlling Party. (b) The Insurer 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 the Note any Policy issued in connection with the Notes, upon such terms and conditions as the Insurer in its discretion determines, 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 the InsurerFinancial 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 the Insurer Financial Security of its obligations hereunder, under the Basic Transaction Documents to which it is a party or under any such Policy, or shall change the Note Policystatus of Financial Security as a "Controlling Party". In addition, nothing contained herein shall restrict the Insurer Financial Security from assigning to any Person pursuant to any liquidity facility or credit facility any rights of the Insurer Financial Security under this Agreement or with respect to any real or personal property or other interests pledged to the InsurerFinancial Security, or in which the Insurer 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.

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 Issuer Secured Party and the Collateral Agent, and by their respective successors, transferees and assigns. The Issuer Neither the Seller nor Arcadia Financial may not assign this Agreement, or delegate any of its duties hereunder, without the prior written consent of the Controlling Party. (b) The Insurer 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 the Note any Policy issued in connection with the Notes, upon such terms and conditions as the Insurer in its discretion determines, 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 the InsurerFinancial 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 the Insurer Financial Security of its obligations hereunder, under the Basic Transaction Documents to which it is a party or under the Note any such Policy. In addition, nothing contained herein shall restrict the Insurer Financial Security from assigning to any Person pursuant to any liquidity facility or credit facility any rights of the Insurer Financial Security under this Agreement or with respect to any real or personal property or other interests pledged to the InsurerFinancial Security, or in which the Insurer 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.