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 be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither the Company, WFS, WII, nor 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 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 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 Policies and provided further that Financial Security shall reimburse the Company, WFS or WII, as the case may be, for any expense incurred by such Western Entity in connection with the giving by Financial Security of participations or the entering into such contracts of reinsurance. (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 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 Financial Security has a security interest, in connection with the transactions contemplated 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 pledge. (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, 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 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 3.03 or 3.04 hereof.

Assignments; Third-Party Rights; Reinsurance. (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 CompanyWFSRC, WFS, WII, nor 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 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 Policies 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 Policies Policy and provided further that Financial Security shall reimburse the Company, WFS WFSRC or WIIWFS, as the case may be, for any expense incurred by such Western Entity in connection with the giving by Financial Security of participations or the entering into such contracts of reinsurance. (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 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 Financial Security has a security interest, in connection with the transactions contemplated by the Transaction Agreements or this Agreement; provided that Financial Security shall reimburse the Company, WFS WFSRC or WIIWFS, 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 pledge. (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, other than Financial Security, against the Company, WFS WFSRC or WIIWFS, 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 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, WFSRC or WFS or WII pursuant to Section 3.03 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 Bank and WFAL 2 and their respective successors and assigns, and (ii) inure to the benefit of and be enforceable by Financial Security, the parties hereto Trustee and the Master Collateral Agent, and by their respective successors and permitted assigns. Neither the Company, WFS, WII, Bank nor the Collateral Agent WFAL 2 may assign its rights or obligations under this Agreement, Agreement or delegate any of its duties hereunder, without the prior written consent of Financial Securitythe Controlling Party. 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 any Policy issued in connection with any of the Policies Trusts 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 Policies and provided further that Financial Security shall reimburse the Company, WFS or WII, as the case may be, for any expense incurred by such Western Entity in connection with the giving by Financial Security of participations or the entering into such contracts of reinsurancePolicy. (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 transactions contemplated by the Transaction Agreements or this Agreement any Trust or the obligations of Financial Security in connection therewith any rights of Financial Security under this Agreement, the Transaction Servicing Agreement or the Existing Agreements or 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 transactions contemplated 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 pledgeTrust. (d) Except as provided herein with respect to participants and reinsurersand, nothing in this Agreement shall confer any right, remedy or claim, express or implied, upon any Person, including, particularly, any Noteholder owner or Certificateholderother holder of any security or other investment covered by any Policy, other than Financial Security, against the Company, WFS Bank or WIIWFAL 2, 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 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 3.03 or 3.04 hereof.

Assignments; Third-Party Rights; Reinsurance. (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 Company, WFS, WII, nor 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 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 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 Policies and provided further that Financial Security shall reimburse the Company, WFS or WII, as the case may be, for any expense incurred by such Western Entity in connection with the giving by Financial Security of participations or the entering into such contracts of reinsurance. (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 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 Financial Security has a security interest, in connection with the transactions contemplated 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 pledge. (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, 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 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 3.03 or 3.04 hereof.the

Assignments; Third-Party Rights; Reinsurance. (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 CompanySeller, WFS, WII, nor 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 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 Policies 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 Policies Policy and provided further that Financial Security shall reimburse the CompanySeller, WFS or WII, WII as the case may be, for any expense incurred by such Western Entity in connection with the giving by Financial Security of participations or the entering into such contracts of reinsurance. (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 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 Financial Security has a security interest, in connection with the transactions contemplated by the Transaction Agreements or this Agreement; provided that Financial Security shall reimburse the CompanySeller, WFS or WII, 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 pledge. (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, other than Financial Security, against the CompanySeller, WFS or WII, WII 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 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 CompanySeller, WFS or WII pursuant to Section 3.03 or 3.04 hereof.

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 parties hereto Collateral Agent, and by their respective successors successors, transferees and permitted assigns. Neither None of the CompanyIssuer, WFS, WII, the Seller nor the Collateral Agent AFL may assign its rights or obligations under this Security 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 Controlling Party. (b) Financial The Security Insurer shall have the right (unless 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 the Policies upon Note Policy and each such terms participant or reinsurer shall be entitled to the benefit of any representation, warranty, covenant and conditions obligation of each party (other than the Security Insurer) hereunder as Financial Security may in its discretion determineif 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; providedPROVIDED, howeverHOWEVER, that no such reinsurance or participation or reinsurance agreement or arrangement shall relieve Financial the Security of any Insurer of its obligations hereunder hereunder, under the Transaction Documents to which it is a party or under the Policies and provided further that Financial Security shall reimburse the Company, WFS or WII, as the case may be, for any expense incurred by such Western Entity in connection with the giving by Financial Security of participations or the entering into such contracts of reinsurance. (c) Note Policy. In addition, Financial nothing contained herein shall restrict the Security shall be entitled to assign or pledge Insurer from assigning to any bank or other lender providing Person pursuant to any liquidity facility or credit with respect to the transactions contemplated by the Transaction Agreements or this Agreement or the obligations of Financial Security in connection therewith facility any rights of Financial the Security Insurer under the Transaction Agreements or this Security Agreement or with respect to any real or personal property or other interests pledged to Financial Securitythe Security Insurer, or in which Financial the Security Insurer has a security interest, in connection with the transactions contemplated 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 hereby. The terms of any such assignment or pledge. (d) Except as provided herein with respect to participants and reinsurers, nothing in this Agreement participation shall confer any right, remedy or claim, contain an express 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 acknowledgment by such Person of the parties hereto condition of this Section and their successors and permitted assigns. Neither the Owner Trustee or limitations of 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 rights of the Company, WFS or WII pursuant to Section 3.03 or 3.04 hereofSecurity 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 the parties and their respective successors and assigns, and (ii) inure to the benefit of and be enforceable by Financial Security and the parties hereto Collateral Agent, and by their respective successors successors, transferees and permitted assigns. Neither the Company, WFS, WII, nor the Collateral Agent The Seller may not assign its rights or obligations 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 (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 and each such participant or reinsurer shall be entitled to the Policies upon benefit of any representation, warranty, covenant and obligation of each party (other than Financial Security) hereunder as if such terms and conditions as Financial Security may in its discretion determineparticipant 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; providedPROVIDED, howeverHOWEVER, that no such reinsurance or participation or reinsurance agreement or arrangement shall relieve Financial Security of any of its obligations hereunder or under the Policies and provided further that Financial Security shall reimburse the Company, WFS or WII, as the case may be, for any expense incurred by such Western Entity in connection with the giving by Financial Security of participations or the entering into such contracts of reinsurance. (c) Policy. In addition, nothing contained herein shall restrict Financial Security shall be entitled to assign or pledge from assigning to any bank or other lender providing Person pursuant to any liquidity facility or credit with respect to the transactions contemplated by the Transaction Agreements or this Agreement or the obligations of Financial Security in connection therewith facility 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 Financial Security has a security interest, in connection with the transactions contemplated 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 hereby. The terms of any such assignment or pledgeparticipation 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) 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, other than Financial Security, against the Company, WFS or WII, and all the terms, covenants, conditions, promises and agreements contained herein The Administrative Agent shall be for the sole and exclusive benefit a third party beneficiary of the 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 3.03 or 3.04 hereofthis Agreement.

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 parties hereto Collateral Agent, and by their respective successors successors, transferees and permitted assigns. Neither None of the CompanyIssuer, WFS, WII, the Seller nor the Collateral Agent OFL may assign its rights or obligations under this Security 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 Controlling Party. (b) Financial The Security Insurer shall have the right (unless 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 the Policies upon Note Policy and each such terms participant or reinsurer shall be entitled to the benefit of any representation, warranty, covenant and conditions obligation of each party (other than the Security Insurer) hereunder as Financial Security may in its discretion determineif 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; providedPROVIDED, howeverHOWEVER, that no such reinsurance or participation or reinsurance agreement or arrangement shall relieve Financial the Security of any Insurer of its obligations hereunder hereunder, under the Transaction Documents to which it is a party or under the Policies and provided further that Financial Security shall reimburse the Company, WFS or WII, as the case may be, for any expense incurred by such Western Entity in connection with the giving by Financial Security of participations or the entering into such contracts of reinsurance. (c) Note Policy. In addition, Financial nothing contained herein shall restrict the Security shall be entitled to assign or pledge Insurer from assigning to any bank or other lender providing Person pursuant to any liquidity facility or credit with respect to the transactions contemplated by the Transaction Agreements or this Agreement or the obligations of Financial Security in connection therewith facility any rights of Financial the Security Insurer under the Transaction Agreements or this Security Agreement or with respect to any real or personal property or other interests pledged to Financial Securitythe Security Insurer, or in which Financial the Security Insurer has a security interest, in connection with the transactions contemplated 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 hereby. The terms of any such assignment or pledge. (d) Except as provided herein with respect to participants and reinsurers, nothing in this Agreement participation shall confer any right, remedy or claim, contain an express 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 acknowledgment by such Person of the parties hereto condition of this Section and their successors and permitted assigns. Neither the Owner Trustee or limitations of 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 rights of the Company, WFS or WII pursuant to Section 3.03 or 3.04 hereofSecurity Insurer hereunder.

Assignments; Third-Party Rights; Reinsurance. (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 Company, WFS, WII, nor 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 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 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 Policies and provided further that Financial Security shall reimburse the Company, WFS or WII, as the case may be, for any expense incurred by such Western Entity in connection with the giving by Financial Security of participations or the entering into such contracts of reinsurance. (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 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 Financial Security has a security interest, in connection with the transactions contemplated 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 pledge. (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, 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 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 3.03 or 3.04 hereof.Entity

Assignments; Third-Party Rights; Reinsurance. (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 CompanyWFAL, WFSRC, WFS, WII, nor 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 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 Policies 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 Policies Policy and provided further that Financial Security shall reimburse the CompanyWFAL, WFS WFSRC or WIIWFS, as the case may be, for any expense incurred by such Western Entity in connection with the giving by Financial Security of participations or the entering into such contracts of reinsurance. (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 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 Financial Security has a security interest, in connection with the transactions contemplated by the Transaction Agreements or this Agreement; provided that Financial Security shall reimburse the CompanyWFAL, WFS WFSRC or WIIWFS, 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 pledge. (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, other than Financial Security, against the CompanyWFAL, WFS WFSRC or WIIWFS, 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 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 3.03 or 3.04 hereof.for

Assignments; Third-Party Rights; Reinsurance. (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 Company, WFS, WII, nor 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 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 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 Policies and provided further that Financial Security shall reimburse the Company, WFS or WII, as the case may be, for any expense incurred by such Western Entity in connection with the giving by Financial Security of participations or the entering into such contracts of reinsurance. (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 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 Financial Security has a security interest, in connection with the transactions contemplated 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 pledge. (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, 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 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 3.03 or 3.04 hereof.confer

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 parties hereto Collateral Agent, and by their respective successors successors, transferees and permitted assigns. Neither the Company, WFS, WII, Seller nor the Collateral Agent Arcadia Financial may assign its rights or obligations 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 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 Policies upon benefit of any representation, warranty, covenant and obligation of each party (other than Financial Security) hereunder as if such terms and conditions as Financial Security may in its discretion determineparticipant 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; providedPROVIDED, howeverHOWEVER, that no such reinsurance or participation or reinsurance agreement or arrangement shall relieve Financial Security of any of its obligations hereunder hereunder, under the Transaction Documents to which it is a party or under the Policies and provided further that Financial Security shall reimburse the Company, WFS or WII, as the case may be, for any expense incurred by such Western Entity in connection with the giving by Financial Security of participations or the entering into such contracts of reinsurance. (c) Policy. In addition, nothing contained herein shall restrict Financial Security shall be entitled to assign or pledge from assigning to any bank or other lender providing Person pursuant to any liquidity facility or credit with respect to the transactions contemplated by the Transaction Agreements or this Agreement or the obligations of Financial Security in connection therewith facility 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 Financial Federal Security has a security interest, in connection with the transactions contemplated 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 hereby. The terms of any such assignment or pledge. (d) Except as provided herein with respect to participants and reinsurers, nothing in this Agreement participation shall confer any right, remedy or claim, contain an express 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 acknowledgment by such Person of the parties hereto condition of this Section and their successors and permitted assigns. Neither the Owner Trustee or limitations of 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 3.03 or 3.04 hereofrights 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 Secured Party and the parties hereto Collateral Agent, and by their respective successors successors, transferees and permitted assigns. Neither the Company, WFS, WII, Seller nor the Collateral Agent CPS may assign its rights or obligations 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 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 Policies upon benefit of any representation, warranty, covenant and obligation of each party (other than Financial Security) hereunder as if such terms and conditions as Financial Security may in its discretion determineparticipant or reinsurer 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; providedPROVIDED, howeverHOWEVER, that no such reinsurance or participation or reinsurance agreement or arrangement shall relieve Financial Security of any of its obligations hereunder hereunder, under the Transaction Documents to which it is a party or under the Policies and provided further that Financial Security shall reimburse the Company, WFS or WII, as the case may be, for any expense incurred by such Western Entity in connection with the giving by Financial Security of participations or the entering into such contracts of reinsurance. (c) Policy. In addition, nothing contained herein shall restrict Financial Security shall be entitled to assign or pledge from assigning to any bank or other lender providing Person pursuant to any liquidity facility or credit with respect to the transactions contemplated by the Transaction Agreements or this Agreement or the obligations of Financial Security in connection therewith facility 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 Financial Federal Security has a security interest, in connection with the transactions contemplated 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 hereby. The terms of any such assignment or pledge. (d) Except as provided herein with respect to participants and reinsurers, nothing in this Agreement participation shall confer any right, remedy or claim, contain an express 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 acknowledgment by such Person of the parties hereto condition of this Section and their successors and permitted assigns. Neither the Owner Trustee or limitations of 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 3.03 or 3.04 hereofrights of Financial Security hereunder.

Assignments; Third-Party Rights; Reinsurance. (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 CompanyWFSRC2, Westcorp, WFS, WII, nor 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 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 Policies 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 Policies Policy and provided further that Financial Security shall reimburse the CompanyWFSRC2, WFS Westcorp or WIIWFS, as the case may be, for any expense incurred by such Western Entity in connection with the giving by Financial Security of participations or the entering into such contracts of reinsurance. (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 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 Financial Security has a security interest, in connection with the transactions contemplated by the Transaction Agreements or this Agreement; provided that Financial Security shall reimburse the CompanyWFSRC2, WFS Westcorp or WIIWFS, 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 pledge. (d) Except as provided herein with respect to participants and reinsurers, nothing in this Agreement shall confer any right, remedy or claim, express or 60 implied, upon any Person, including, particularly, any Noteholder or Certificateholder, other than Financial Security, against the CompanyWFSRC2, WFS Westcorp or WIIWFS, 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 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 CompanyWFSRC2, Westcorp or WFS or WII pursuant to Section 3.03 or 3.04 hereof.