Common use of Controlling Party’s Authority Clause in Contracts

Controlling Party’s Authority. (a) The Trust hereby irrevocably appoints the Controlling Party, and any successor to the Controlling Party appointed pursuant to Section 6.01, its true and lawful attorney, with full power of substitution, in the name of the Trust, the Secured Parties or otherwise, but at the expense of the Trust, to the extent permitted by law to exercise, at any time and from time to time while any Insurance Agreement Event of Default has occurred and is continuing, any or all of the following powers with respect to the Collateral: (i) to demand, xxx for, collect, receive and give acquittance for any and all monies due or to become due upon or by virtue thereof, (ii) to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto, (iii) to sell, transfer, assign or otherwise deal with the same or the proceeds thereof as fully and effectively as if the Collateral Agent were the absolute owner thereof, and (iv) to extend the time of payment of any or all thereof and to make any allowance or other adjustments with respect thereto. (b) Each Secured Party hereby irrevocably and unconditionally constitutes and appoints the Controlling Party, and any successor to such Controlling Party appointed pursuant to Section 6.01 from time to time, as the true and lawful attorney-in-fact of such Secured Party for so long as such Secured Party is the Non-Controlling Party, with full power of substitution, to execute, acknowledge and deliver any notice, document, certificate, paper, pleading or instrument and to do in the name of the Controlling Party as well as in the name, place and stead of such Secured Party such acts, things and deeds for and on behalf of and in the name of such Secured Party under this Agreement which such Secured Party could or might do or which may be necessary, desirable or convenient in such Controlling Party’s sole discretion to effect the purposes contemplated hereunder and, without limitation, exercise full right, power and authority to take, or defer from taking, any and all acts with respect to the administration of the Collateral, and the enforcement of the rights of the Secured Parties hereunder, on behalf of and for the benefit of such Controlling Party and such Non-Controlling Party, as their interests may appear.

Controlling Party’s Authority. (a) The Trust Each of OFL and the Seller hereby irrevocably appoints appoint the Controlling Party, and any successor to the Controlling Party appointed pursuant to Section 6.01, its true and lawful attorney, with full power of substitution, in the name of OFL, the TrustSeller, the Secured Parties or otherwise, but (subject to Section 2.08) at the expense of the TrustSeller, to the extent permitted by law to exercise, at any time and from time to time while any Insurance Agreement Event of Default has occurred and is continuing, any or all of the following powers with respect to all or any of the CollateralCollateral related to the relevant Series: (i) to demand, xxx for, collect, receive and give acquittance for any and all monies due or to become due upon or by virtue thereof, (ii) to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto, (iii) to sell, transfer, assign or otherwise deal with the same or the proceeds thereof as fully and effectively as if the Collateral Agent were the absolute owner thereof, and (iv) to extend the time of payment of any or all thereof and to make any allowance or other adjustments with respect thereto; PROVIDED that the foregoing powers and rights shall be exercised in accordance with the provisions of Article VII hereof. (b) Each With respect to each Series of Certificates and the related Collateral, each Secured Party hereby irrevocably and unconditionally constitutes and appoints the Controlling PartyParty with respect to such Series, and any successor to such Controlling Party appointed pursuant to Section 6.01 from time to time, as the true and lawful attorney-in-fact of such Secured Party for so long as such Secured Party is the Non-Controlling Party, with full power of substitution, to execute, acknowledge and deliver any notice, document, certificate, paper, pleading or instrument and to do in the name of the Controlling Party as well as in the name, place and stead of such Secured Party such acts, things and deeds for and on behalf of and in the name of such Secured Party under this Agreement with respect to such Series which such Secured Party could or might do or which may be necessary, desirable or convenient in such Controlling Party’s 's sole discretion to effect the purposes contemplated hereunder and, without limitation, exercise full right, power and authority to take, or defer from taking, any and all acts with respect to the administration of the CollateralCollateral related to such Series, and the enforcement of the rights of the Secured Parties hereunderhereunder with respect to such Series, on behalf of and for the benefit of such Controlling Party and such Non-Controlling Party, as their interests may appear. (c) So long as Financial Security shall be the Controlling Party with respect to a Series, the Trustee hereby agrees, that if there exists an Insurance Agreement Event of Default with respect to such Series: (i) Financial Security shall have the exclusive right to direct the Trustee as to any and all actions to be taken under the related Transaction Documents, including without limitation all actions with respect to the giving of directions to the Servicer and any subservicer with respect to the servicing of the Receivables of such Series; enforcement of any rights of the Trustee under such Transaction Documents; and the giving or withholding of any other consents, requests, notices, directions, approvals, extensions or waivers under or in respect of any such Transaction Documents; and (ii) Financial Security shall have the right to control the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under the related Pooling and Servicing Agreement or under any other Transaction Document, including the remedies provided in Article VII. PROVIDED, HOWEVER, that the Trustee may decline to follow any of the above directions from Financial Security, if the Trustee, in accordance with an opinion of counsel to the Trustee, that is independent of the Trustee, determines that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith determines that the action or proceeding so directed would involve it in personal liability for which adequate indemnity is not reasonably assured to it or, in the case of actions or directions not specifically permitted to be taken by Financial Security so long as no Financial Security Default has occurred and is continuing, would adversely affect the interests of the Certificateholders in any material respect. (d) So long as Financial Security shall be the Controlling Party with respect to a Series, the Trustee shall not, without the prior written consent of Financial Security: (i) appoint new independent accountants with respect to the Series; (ii) consent to the amendment of or supplement to any of the Transaction Documents related to the Series; or (iii) waive a Servicer Termination Event under the related Pooling and Servicing Agreement or Sale and Servicing Agreement, as applicable. (e) So long as Financial Security shall be the Controlling Party with respect to a Series: (i) Financial Security shall have the rights provided in Section 5.3 of each Pooling and Servicing Agreement, Section 5.4 of each Sale and Servicing Agreement and Section 5.19 of each Indenture in respect of the direction of insolvency proceedings. (ii) Financial Security shall have the right to direct the Trustee as to any and all actions to be taken in the event of the occurrence of a Servicer Termination Event under the related Pooling and Servicing Agreement and shall have such other rights in respect of the appointment of a successor servicer as are provided in such Pooling and Servicing Agreement.

Controlling Party’s Authority. (a) The Trust Each of OFL and the Seller hereby irrevocably appoints appoint the Controlling Party, and any successor to the Controlling Party appointed pursuant to Section 6.01, its true and lawful attorney, with full power of substitution, in the name of OFL, the TrustSeller, the Secured Parties or otherwise, but (subject to Section 2.08) at the expense of the TrustSeller, to the extent permitted by law to exercise, at any time and from time to time while any Insurance Agreement Event of Default has occurred and is continuing, any or all of the following powers with respect to all or any of the CollateralCollateral related to the relevant Series: (i) to demand, xxx for, collect, receive and give acquittance for any and all monies due or to become due upon or by virtue thereof, (ii) to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto, (iii) to sell, transfer, assign or otherwise deal with the same or the proceeds thereof as fully and effectively as if the Collateral Agent were the absolute owner thereof, and (iv) to extend the time of payment of any or all thereof and to make any allowance or other adjustments with respect thereto; PROVIDED that the foregoing powers and rights shall be exercised in accordance with the provisions of Article VII hereof. (b) Each With respect to each Series of Certificates and the related Collateral, each Secured Party hereby irrevocably and unconditionally constitutes and appoints the Controlling PartyParty with respect to such Series, and any successor to such Controlling Party appointed pursuant to Section 6.01 from time to time, as the true and lawful attorney-in-fact of such Secured Party for so long as such Secured Party is the Non-Controlling Party, with full power of substitution, to execute, acknowledge and deliver any notice, document, certificate, paper, pleading or instrument and to do in the name of the Controlling Party as well as in the name, place and stead of such Secured Party such acts, things and deeds for and on behalf of and in the name of such Secured Party under this Agreement with respect to such Series which such Secured Party could or might do or which may be necessary, desirable or convenient in such Controlling Party’s 's sole discretion to effect the purposes contemplated hereunder and, without limitation, exercise full right, power and authority to take, or defer from taking, any and all acts with respect to the administration of the CollateralCollateral related to such Series, and the enforcement of the rights of the Secured Parties hereunderhereunder with respect to such Series, on behalf of and for the benefit of such Controlling Party and such Non-Controlling Party, as their interests may appear. (c) So long as Financial Security shall be the Controlling Party with respect to a Series (other than the Warehousing Series), the Trustee hereby agrees, that if there exists an Insurance Agreement Event of Default with respect to such Series: (i) Financial Security shall have the exclusive right to direct the Trustee as to any and all actions to be taken under the related Transaction Documents, including, without limitation, all actions with respect to the giving of directions to the Servicer and any subservicer with respect to the servicing of the Receivables of such Series; enforcement of any rights of the Trustee under such Transaction Documents; and the giving or withholding of any other consents, requests, notices, directions, approvals, extensions or waivers under or in respect of any such Transaction Documents; and (ii) Financial Security shall have the right to control the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under the related Pooling and Servicing Agreement or under any other Transaction Document, including the remedies provided in Article VII; PROVIDED, HOWEVER, that the Trustee may decline to follow any of the above directions from Financial Security, if the Trustee, in accordance with an opinion of counsel to the Trustee, that is independent of the Trustee, determines that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith determines that the action or proceeding so directed would involve it in personal liability for which adequate indemnity is not reasonably assured to it or, in the case of actions or directions not specifically permitted to be taken by Financial Security so long as no Financial Security Default has occurred and is continuing, would adversely affect the interests of the Certificateholders in any material respect. (d) So long as Financial Security shall be the Controlling Party with respect to a Series (other than the Warehousing Series), the Trustee shall not, without the prior written consent of Financial Security: (i) appoint new independent accountants with respect to the Series; (ii) consent to the amendment of or supplement to any of the Transaction Documents related to the Series; or (iii) waive a Servicer Termination Event under the related Pooling and Servicing Agreement or Sale and Servicing Agreement, as applicable. (e) So long as Financial Security shall be the Controlling Party with respect to a Series: (i) Financial Security shall have the rights provided in Section 5.3 of each Pooling and Servicing Agreement, Section 5.4 of each Sale and Servicing Agreement and Section 5.19 of each Indenture in respect of the direction of insolvency proceedings. (ii) Financial Security shall have the right to direct the Trustee as to any and all actions to be taken in the event of the occurrence of a Servicer Termination Event under the related Pooling and Servicing Agreement and shall have such other rights in respect of the appointment of a successor servicer as are provided in such Pooling and Servicing Agreement.

Controlling Party’s Authority. (a) The Trust Issuer hereby irrevocably appoints the Controlling PartyCollateral Agent, and any successor to the Controlling Party Collateral Agent appointed pursuant to Section 6.014.05, its true and lawful attorney, with full power of substitution, in the name of the TrustIssuer, the Issuer Secured Parties or otherwise, but (subject to Section 2.06) at the expense of the TrustIssuer, to the extent permitted by law to exercise, at any time and from time to time while any Insurance Agreement Event of Default has occurred and is continuingbut at all such times at the direction of the Controlling Party, any or all of the following powers with respect to all or any of the Spread Account Agreement Collateral: (i) to demand, xxx sxx for, collect, receive and give acquittance for any and all monies due or to become due upon or by virtue thereof, (ii) to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto, (iii) to sell, transfer, assign or otherwise deal with the same or the proceeds thereof as fully and effectively as if the Collateral Agent were the absolute owner thereof, and (iv) to extend the time of payment of any or all thereof and to make any allowance or other adjustments with respect thereto. (b) Each With respect to the Notes and the related Spread Account Agreement Collateral, each Issuer Secured Party hereby irrevocably and unconditionally constitutes and appoints the Controlling PartyCollateral Agent, and any successor to such Controlling Party Collateral Agent appointed pursuant to Section 6.01 4.05 from time to time, as the true and lawful attorney-in-fact of such the Issuer Secured Party for so long as such Secured Party is the Non-Controlling PartyParties, with full power of substitution, to execute, acknowledge and deliver any notice, document, certificate, paper, pleading or instrument and to do in the name of the Controlling Party Collateral Agent as well as in the name, place and stead of such Issuer Secured Party such acts, things and deeds for and on behalf of and in the name of such the Issuer Secured Party Parties under this Agreement which such the Issuer Secured Party Parties could or might do or which may be necessary, desirable or convenient in such Controlling Partythe Collateral Agent’s sole discretion with the prior written consent of the Controlling Party or at the direction of the Controlling Party to effect the purposes contemplated hereunder and, without limitation, exercise full right, power and authority to take, or defer from taking, any and all acts with respect to the administration of the Spread Account Agreement Collateral, and the enforcement of the rights of the Issuer Secured Parties hereunder, on behalf of and for the benefit of such Controlling Party and such Non-Controlling Partythe Issuer Secured Parties, as their interests may appear.

Controlling Party’s Authority. (a) The Trust Each of OFL and the Seller hereby irrevocably appoints appoint the Controlling Party, and any successor to the Controlling Party appointed pursuant to Section 6.01, its true and lawful attorney, with full power of substitution, in the name of OFL, the TrustSeller, the Secured Parties or otherwise, but (subject to Section 2.08) at the expense of the TrustSeller, to the extent permitted by law to exercise, at any time and from time to time while any Insurance Agreement Event of Default has occurred and is continuing, any or all of the following powers with respect to all or any of the CollateralCollateral related to the relevant Series: (i) to demand, xxx for, collect, receive and give acquittance for any and all monies due or to become due upon or by virtue thereof, (ii) to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto, (iii) to sell, transfer, assign or otherwise deal with the same or the proceeds thereof as fully and effectively as if the Collateral Agent were the absolute owner thereof, and (iv) to extend the time of payment of any or all thereof and to make any allowance or other adjustments with respect thereto; PROVIDED that the foregoing powers and rights shall be exercised in accordance with the provisions of Article VII hereof. (b) Each With respect to each Series of Certificates and the related Collateral, each Secured Party hereby irrevocably and unconditionally constitutes and appoints the Controlling PartyParty with respect to such Series, and any successor to such Controlling Party appointed pursuant to Section 6.01 from time to time, as the true and lawful attorney-in-fact of such Secured Party for so long as such Secured Party is the Non-Controlling Party, with full power of substitution, to execute, acknowledge and deliver any notice, document, certificate, paper, pleading or instrument and to do in the name of the Controlling Party as well as in the name, place and stead of such Secured Party such acts, things and deeds for and on behalf of and in the name of such Secured Party under this Agreement with respect to such Series which such Secured Party could or might do or which may be necessary, desirable or convenient in such Controlling Party’s 's sole discretion to effect the purposes contemplated hereunder and, without limitation, exercise full right, power and authority to take, or defer from taking, any and all acts with respect to the administration of the CollateralCollateral related to such Series, and the enforcement of the rights of the Secured Parties hereunderhereunder with respect to such Series, on behalf of and for the benefit of such Controlling Party and such Non-Controlling Party, as their interests may appear. (c) So long as Financial Security shall be the Controlling Party with respect to a Series (other than the Warehousing Series), the Trustee hereby agrees, that if there exists an Insurance Agreement Event of Default with respect to such Series: (i) Financial Security shall have the exclusive right to direct the Trustee as to any and all actions to be taken under the related Transaction Documents, including without limitation all actions with respect to the giving of directions to the Servicer and any subservicer with respect to the servicing of the Receivables of such Series; enforcement of any rights of the Trustee under such Transaction Documents; and the giving or withholding of any other consents, requests, notices, directions, approvals, extensions or waivers under or in respect of any such Transaction Documents; and (ii) Financial Security shall have the right to control the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under the related Pooling and Servicing Agreement or under any other Transaction Document, including the remedies provided in Article VII. PROVIDED, HOWEVER, that the Trustee may decline to follow any of the above directions from Financial Security, if the Trustee, in accordance with an opinion of counsel to the Trustee, that is independent of the Trustee, determines that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith determines that the action or proceeding so directed would involve it in personal liability for which adequate indemnity is not reasonably assured to it or, in the case of actions or directions not specifically permitted to be taken by Financial Security so long as no Financial Security Default has occurred and is continuing, would adversely affect the interests of the Certificateholders in any material respect. (d) So long as Financial Security shall be the Controlling Party with respect to a Series (other than the Warehousing Series), the Trustee shall not, without the prior written consent of Financial Security: (i) appoint new independent accountants with respect to the Series; (ii) consent to the amendment of or supplement to any of the Transaction Documents related to the Series; or (iii) waive a Servicer Termination Event under the related Pooling and Servicing Agreement or Sale and Servicing Agreement, as applicable. (e) So long as Financial Security shall be the Controlling Party with respect to a Series: (i) Financial Security shall have the rights provided in Section 5.3 of each Pooling and Servicing Agreement, Section 5.4 of each Sale and Servicing Agreement and Section 5.19 of each Indenture in respect of the direction of insolvency proceedings. (ii) Financial Security shall have the right to direct the Trustee as to any and all actions to be taken in the event of the occurrence of a Servicer Termination Event under the related Pooling and Servicing Agreement and shall have such other rights in respect of the appointment of a successor servicer as are provided in such Pooling and Servicing Agreement.

Controlling Party’s Authority. (a) The Trust Issuer hereby irrevocably appoints the Controlling PartyCollateral Agent, and any successor to the Controlling Party Collateral Agent appointed pursuant to Section 6.014.05, its true and lawful attorney, with full power of substitution, in the name of the TrustIssuer, the Trust Secured Parties or otherwise, but (subject to Section 2.06) at the expense of the TrustIssuer, to the extent permitted by law to exercise, at any time and from time to time while any Insurance Agreement Event of Default has occurred and is continuingbut at all such times at the written direction of the Controlling Party, any or all of the following powers with respect to all or any of the Spread Account Agreement Collateral: (i) to demand, xxx for, collect, receive and give acquittance for any and all monies due or to become due upon or by virtue thereof, (ii) to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto, (iii) to sell, transfer, assign or otherwise deal with the same or the proceeds thereof as fully and effectively as if the Collateral Agent were the absolute owner thereof, and (iv) to extend the time of payment of any or all thereof and to make any allowance or other adjustments with respect thereto. (b) Each With respect to the Notes and the related Spread Account Agreement Collateral, each Trust Secured Party hereby irrevocably and unconditionally constitutes and appoints the Controlling PartyCollateral Agent, and any successor to such Controlling Party Collateral Agent appointed pursuant to Section 6.01 4.05 from time to time, as the true and lawful attorney-in-fact of such the Trust Secured Party for so long as such Secured Party is the Non-Controlling PartyParties, with full power of substitution, to execute, acknowledge and deliver any notice, document, certificate, paper, pleading or instrument and to do in the name of the Controlling Party Collateral Agent as well as in the name, place and stead of such Trust Secured Party such acts, things and deeds for and on behalf of and in the name of such the Trust Secured Party Parties under this Agreement which such the Trust Secured Party Parties could or might do or which may be necessary, desirable or convenient in such Controlling Partythe Collateral Agent’s sole discretion with the prior written consent of the Controlling Party or at the direction of the Controlling Party to effect the purposes contemplated hereunder and, without limitation, exercise full right, power and authority to take, or defer from taking, any and all acts with respect to the administration of the Spread Account Agreement Collateral, and the enforcement of the rights of the Trust Secured Parties hereunder, on behalf of and for the benefit of such Controlling Party and such Non-Controlling Partythe Trust Secured Parties, as their interests may appear.

Controlling Party’s Authority. (a) The Trust Issuer hereby irrevocably appoints the Controlling PartyCollateral Agent, and any successor to the Controlling Party Collateral Agent appointed pursuant to Section 6.014.05, its true and lawful attorney, with full power of substitution, in the name of the TrustIssuer, the Issuer Secured Parties or otherwise, but (subject to Section 2.06) at the expense of the TrustIssuer, to the extent permitted by law to exercise, at any time and from time to time while any Insurance Agreement Event of Default has occurred and is continuingbut at all such times at the direction of the Controlling Party, any or all of the following powers with respect to all or any of the Spread Account Agreement Collateral: (i) to demand, xxx for, collect, receive and give acquittance for any and all monies due or to become due upon or by virtue thereof, (ii) to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto, (iii) to sell, transfer, assign or otherwise deal with the same or the proceeds thereof as fully and effectively as if the Collateral Agent were the absolute owner thereof, and (iv) to extend the time of payment of any or all thereof and to make any allowance or other adjustments with respect thereto. (b) Each With respect to the Notes and the related Spread Account Agreement Collateral, each Issuer Secured Party hereby irrevocably and unconditionally constitutes and appoints the Controlling PartyCollateral Agent, and any successor to such Controlling Party Collateral Agent appointed pursuant to Section 6.01 4.05 from time to time, as the true and lawful attorney-in-fact of such the Issuer Secured Party for so long as such Secured Party is the Non-Controlling PartyParties, with full power of substitution, to execute, acknowledge and deliver any notice, document, certificate, paper, pleading or instrument and to do in the name of the Controlling Party Collateral Agent as well as in the name, place and stead of such Issuer Secured Party such acts, things and deeds for and on behalf of and in the name of such the Issuer Secured Party Parties under this Agreement which such the Issuer Secured Party Parties could or might do or which may be necessary, desirable or convenient in such Controlling Partythe Collateral Agent’s sole discretion with the prior written consent of the Controlling Party or at the direction of the Controlling Party to effect the purposes contemplated hereunder and, without limitation, exercise full right, power and authority to take, or defer from taking, any and all acts with respect to the administration of the Spread Account Agreement Collateral, and the enforcement of the rights of the Issuer Secured Parties hereunder, on behalf of and for the benefit of such Controlling Party and such Non-Controlling Partythe Issuer Secured Parties, as their interests may appear.

Controlling Party’s Authority. (a) The Trust Issuing Entity hereby irrevocably appoints the Controlling PartyCollateral Agent, and any successor to the Controlling Party Collateral Agent appointed pursuant to Section 6.014.05 hereof, its true and lawful attorney, with full power of substitution, in the name of the TrustIssuing Entity, the Issuing Entity Secured Parties or otherwise, but (subject to Section 2.06 hereof) at the expense of the TrustIssuing Entity, to the extent permitted by law to exercise, at any time and from time to time while any Insurance Agreement Event of Default has occurred and is continuingbut at all such times at the written direction of the Controlling Party, any or all of the following powers with respect to all or any of the Spread Account Agreement Collateral: (i) to demand, xxx for, collect, receive and give acquittance for any and all monies due or to become due upon or by virtue thereof, (ii) to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto, (iii) to sell, transfer, assign or otherwise deal with the same or the proceeds thereof as fully and effectively as if the Collateral Agent were the absolute owner thereof, and (iv) to extend the time of payment of any or all thereof and to make any allowance or other adjustments with respect thereto. (b) Each With respect to the Notes and the related Spread Account Agreement Collateral, each Issuing Entity Secured Party hereby irrevocably and unconditionally constitutes and appoints the Controlling PartyCollateral Agent, and any successor to such Controlling Party Collateral Agent appointed pursuant to Section 6.01 4.05 hereof from time to time, as the true and lawful attorney-in-fact of such the Issuing Entity Secured Party for so long as such Secured Party is the Non-Controlling PartyParties, with full power of substitution, to execute, acknowledge and deliver any notice, document, certificate, paper, pleading or instrument and to do in the name of the Controlling Party Collateral Agent as well as in the name, place and stead of such Issuing Entity Secured Party such acts, things and deeds for and on behalf of and in the name of such the Issuing Entity Secured Party Parties under this Agreement which such the Issuing Entity Secured Party Parties could or might do or which may be necessary, desirable or convenient in such Controlling Partythe Collateral Agent’s sole discretion with the prior written consent of the Controlling Party or at the direction of the Controlling Party to effect the purposes contemplated hereunder and, without limitation, exercise full right, power and authority to take, or defer from taking, any and all acts with respect to the administration of the Spread Account Agreement Collateral, and the enforcement of the rights of the Issuing Entity Secured Parties hereunder, on behalf of and for the benefit of such Controlling Party and such Non-Controlling Partythe Issuing Entity Secured Parties, as their interests may appear.

Controlling Party’s Authority. (a) The Trust Each of Arcadia Financial and the Seller hereby irrevocably appoints appoint the Controlling Party, and any successor to the Controlling Party appointed pursuant to Section 6.01, its true and lawful attorney, with full power of substitution, in the name of Arcadia Financial, the TrustSeller, the Secured Parties or otherwise, but (subject to Section 2.08) at the expense of the TrustSeller, to the extent permitted by law to exercise, at any time and from time to time while any Insurance Agreement Event of Default has occurred and is continuing, any or all of the following powers with respect to all or any of the CollateralCollateral related to the relevant Series: (i) to demand, xxx for, collect, receive and give acquittance for any and all monies due or to become due upon or by virtue thereof, (ii) to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto, (iii) to sell, transfer, assign or otherwise deal with the same or the proceeds thereof as fully and effectively as if the Collateral Agent were the absolute owner thereof, and (iv) to extend the time of payment of any or all thereof and to make any allowance or other adjustments with respect thereto; PROVIDED that the foregoing powers and rights shall be exercised in accordance with the provisions of Article VII hereof. (b) Each With respect to each Series of Certificates and the related Collateral, each Secured Party hereby irrevocably and unconditionally constitutes and appoints the Controlling PartyParty with respect to such Series, and any successor to such Controlling Party appointed pursuant to Section 6.01 from time to time, as the true and lawful attorney-in-fact of such Secured Party for so long as such Secured Party is the Non-Controlling Party, with full power of substitution, to execute, acknowledge and deliver any notice, document, certificate, paper, pleading or instrument and to do in the name of the Controlling Party as well as in the name, place and stead of such Secured Party such acts, things and deeds for and on behalf of and in the name of such Secured Party under this Agreement with respect to such Series which such Secured Party could or might do or which may be necessary, desirable or convenient in such Controlling Party’s 's sole discretion to effect the purposes contemplated hereunder and, without limitation, exercise full right, power and authority to take, or defer from taking, any and all acts with respect to the administration of the CollateralCollateral related to such Series, and the enforcement of the rights of the Secured Parties hereunderhereunder with respect to such Series, on behalf of and for the benefit of such Controlling Party and such Non-Controlling Party, as their interests may appear. (c) So long as Financial Security shall be the Controlling Party with respect to a Series (other than the Warehousing Series), the Trustee hereby agrees, that if there exists an Insurance Agreement Event of Default with respect to such Series: (i) Financial Security shall have the exclusive right to direct the Trustee as to any and all actions to be taken under the related Transaction Documents, including, without limitation, all actions with respect to the giving of directions to the Servicer and any subservicer with respect to the servicing of the Receivables of such Series; enforcement of any rights of the Trustee under such Transaction Documents; and the giving or withholding of any other consents, requests, notices, directions, approvals, extensions or waivers under or in respect of any such Transaction Documents; and (ii) Financial Security shall have the right to control the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under the related Pooling and Servicing Agreement or under any other Transaction Document, including the remedies provided in Article VII; PROVIDED, HOWEVER, that the Trustee may decline to follow any of the above directions from Financial Security, if the Trustee, in accordance with an opinion of counsel to the Trustee, that is independent of the Trustee, determines that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith determines that the action or proceeding so directed would involve it in personal liability for which adequate indemnity is not reasonably assured to it or, in the case of actions or directions not specifically permitted to be taken by Financial Security so long as no Financial Security Default has occurred and is continuing, would adversely affect the interests of the Certificateholders in any material respect. (d) So long as Financial Security shall be the Controlling Party with respect to a Series (other than the Warehousing Series), the Trustee shall not, without the prior written consent of Financial Security: (i) appoint new independent accountants with respect to the Series; (ii) consent to the amendment of or supplement to any of the Transaction Documents related to the Series; or (iii) waive a Servicer Termination Event under the related Pooling and Servicing Agreement or Sale and Servicing Agreement, as applicable. (e) So long as Financial Security shall be the Controlling Party with respect to a Series: (i) Financial Security shall have the rights provided in Section 5.3 of each Pooling and Servicing Agreement, Section 5.4 of each Sale and Servicing Agreement and Section 5.19 of each Indenture in respect of the direction of insolvency proceedings. (ii) Financial Security shall have the right to direct the Trustee as to any and all actions to be taken in the event of the occurrence of a Servicer Termination Event under the related Pooling and Servicing Agreement and shall have such other rights in respect of the appointment of a successor servicer as are provided in such Pooling and Servicing Agreement.

Controlling Party’s Authority. (a) The Trust Issuer hereby irrevocably appoints the Controlling PartyCollateral Agent, and any successor to the Controlling Party Collateral Agent appointed pursuant to Section 6.014.05 hereof, its true and lawful attorney, with full power of substitution, in the name of the TrustIssuer, the Issuer Secured Parties or otherwise, but (subject to Section 2.06 hereof) at the expense of the TrustIssuer, to the extent permitted by law to exercise, at any time and from time to time while any Insurance Agreement Event of Default has occurred and is continuingbut at all such times at the written direction of the Controlling Party, any or all of the following powers with respect to all or any of the Spread Account Agreement Collateral: (i) to demand, xxx for, collect, receive and give acquittance for any and all monies due or to become due upon or by virtue thereof, (ii) to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto, (iii) to sell, transfer, assign or otherwise deal with the same or the proceeds thereof as fully and effectively as if the Collateral Agent were the absolute owner thereof, and (iv) to extend the time of payment of any or all thereof and to make any allowance or other adjustments with respect thereto. (b) Each With respect to the Notes and the related Spread Account Agreement Collateral, each Issuer Secured Party hereby irrevocably and unconditionally constitutes and appoints the Controlling PartyCollateral Agent, and any successor to such Controlling Party Collateral Agent appointed pursuant to Section 6.01 4.05 hereof from time to time, as the true and lawful attorney-in-fact of such the Issuer Secured Party for so long as such Secured Party is the Non-Controlling PartyParties, with full power of substitution, to execute, acknowledge and deliver any notice, document, certificate, paper, pleading or instrument and to do in the name of the Controlling Party Collateral Agent as well as in the name, place and stead of such Issuer Secured Party such acts, things and deeds for and on behalf of and in the name of such the Issuer Secured Party Parties under this Agreement which such the Issuer Secured Party Parties could or might do or which may be necessary, desirable or convenient in such Controlling Partythe Collateral Agent’s sole discretion with the prior written consent of the Controlling Party or at the written direction of the Controlling Party to effect the purposes contemplated hereunder and, without limitation, exercise full right, power and authority to take, or defer from taking, any and all acts with respect to the administration of the Spread Account Agreement Collateral, and the enforcement of the rights of the Issuer Secured Parties hereunder, on behalf of and for the benefit of such Controlling Party and such Non-Controlling Partythe Issuer Secured Parties, as their interests may appear.

Controlling Party’s Authority. (a) The Trust hereby irrevocably appoints the Controlling Party, and any successor to the Controlling Party appointed pursuant to Section 6.01, its true and lawful attorney, with full power of substitution, in the name of the Trust, the Secured Parties or otherwise, but at the expense of the Trust, to the extent permitted by law to exercise, at any time and from time to time while any Insurance Agreement Event of Default has occurred and is continuing, any or all of the following powers with respect to the Collateral: (i) to demand, xxx sxx for, collect, receive and give acquittance for any and all monies due or to become due upon or by virtue thereof, (ii) to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto, (iii) to sell, transfer, assign or otherwise deal with the same or the proceeds thereof as fully and effectively as if the Collateral Agent were the absolute owner thereof, and (iv) to extend the time of payment of any or all thereof and to make any allowance or other adjustments with respect thereto. (b) Each Secured Party hereby irrevocably and unconditionally constitutes and appoints the Controlling Party, and any successor to such Controlling Party appointed pursuant to Section 6.01 from time to time, as the true and lawful attorney-in-fact of such Secured Party for so long as such Secured Party is the Non-Controlling Party, with full power of substitution, to execute, acknowledge and deliver any notice, document, certificate, paper, pleading or instrument and to do in the name of the Controlling Party as well as in the name, place and stead of such Secured Party such acts, things and deeds for and on behalf of and in the name of such Secured Party under this Agreement which such Secured Party could or might do or which may be necessary, desirable or convenient in such Controlling Party’s sole discretion to effect the purposes contemplated hereunder and, without limitation, exercise full right, power and authority to take, or defer from taking, any and all acts with respect to the administration of the Collateral, and the enforcement of the rights of the Secured Parties hereunder, on behalf of and for the benefit of such Controlling Party and such Non-Controlling Party, as their interests may appear.

Controlling Party’s Authority. (a) The Trust Issuing Entity hereby irrevocably appoints the Controlling PartyCollateral Agent, and any successor to the Controlling Party Collateral Agent appointed pursuant to Section 6.014.05 hereof, its true and lawful attorney, with full power of substitution, in the name of the TrustIssuing Entity, the Issuing Entity Secured Parties or otherwise, but (subject to Section 2.06 hereof) at the expense of the TrustIssuing Entity, to the extent permitted by law to exercise, at any time and from time to time while any Insurance Agreement Event of Default has occurred and is continuingbut at all such times at the written direction of the Controlling Party, any or all of the following powers with respect to all or any of the Spread Account Agreement Collateral: (i) to demand, xxx sxx for, collect, receive and give acquittance for any and all monies due or to become due upon or by virtue thereof, (ii) to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto, (iii) to sell, transfer, assign or otherwise deal with the same or the proceeds thereof as fully and effectively as if the Collateral Agent were the absolute owner thereof, and (iv) to extend the time of payment of any or all thereof and to make any allowance or other adjustments with respect thereto. (b) Each With respect to the Notes and the related Spread Account Agreement Collateral, each Issuing Entity Secured Party hereby irrevocably and unconditionally constitutes and appoints the Controlling PartyCollateral Agent, and any successor to such Controlling Party Collateral Agent appointed pursuant to Section 6.01 4.05 hereof from time to time, as the true and lawful attorney-in-fact of such the Issuing Entity Secured Party for so long as such Secured Party is the Non-Controlling PartyParties, with full power of substitution, to execute, acknowledge and deliver any notice, document, certificate, paper, pleading or instrument and to do in the name of the Controlling Party Collateral Agent as well as in the name, place and stead of such Issuing Entity Secured Party such acts, things and deeds for and on behalf of and in the name of such the Issuing Entity Secured Party Parties under this Agreement which such the Issuing Entity Secured Party Parties could or might do or which may be necessary, desirable or convenient in such Controlling Party’s the Collateral Agent's sole discretion with the prior written consent of the Controlling Party or at the direction of the Controlling Party to effect the purposes contemplated hereunder and, without limitation, exercise full right, power and authority to take, or defer from taking, any and all acts with respect to the administration of the Spread Account Agreement Collateral, and the enforcement of the rights of the Issuing Entity Secured Parties hereunder, on behalf of and for the benefit of such Controlling Party and such Non-Controlling Partythe Issuing Entity Secured Parties, as their interests may appear.

Controlling Party’s Authority. (a) The Trust Transferor hereby irrevocably appoints the Controlling Party, and any successor to the Controlling Party appointed pursuant to Section 6.016.01 hereof, its true and lawful attorney, with full power of substitution, in the name of the TrustTransferor, the Secured Parties or otherwise, but at the expense of the TrustTransferor, to the extent permitted by law to exercise, at any time and from time to time while any Insurance Agreement Event of Default has occurred and is continuing, any or all of the following powers with respect to all or any of the CollateralCollateral related to the relevant Series: (i) to demand, xxx for, collect, receive and give acquittance for any and all monies due or to become due upon or by virtue thereof, (ii) to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto, (iii) to sell, transfer, assign or otherwise deal with the same or the proceeds thereof as fully and effectively as if the Collateral Agent were the absolute owner thereof, and (iv) to extend the time of payment of any or all thereof and to make any allowance or other adjustments with respect thereto. (b) Each With respect to each Series of Certificates and the related Collateral, each Secured Party hereby irrevocably and unconditionally constitutes and appoints the Controlling PartyParty with respect to such Series, and any successor to such Controlling Party appointed pursuant to Section 6.01 hereof from time to time, as the true and lawful attorney-in-fact of such Secured Party for so long as such Secured Party is the Non-Controlling Party, with full power of substitution, to execute, acknowledge and deliver any notice, document, certificate, paper, pleading or instrument and to do in the name of the Controlling Party as well as in the name, place and stead of such Secured Party such acts, things and deeds for and on behalf of and in the name of such Secured Party under this Agreement with respect to such Series which such Secured Party could or might do or which may be necessary, desirable or convenient in such Controlling Party’s 's sole discretion to effect the purposes contemplated hereunder and, without limitation, exercise full right, power and authority to take, or defer from taking, any and all acts with respect to the administration of the CollateralCollateral related to such Series, and the enforcement of the rights of the Secured Parties hereunderhereunder with respect to such Series, on behalf of and for the benefit of such Controlling Party and such Non-Non- Controlling Party, as their interests may appear.

Controlling Party’s Authority. (a) The Trust Issuer hereby irrevocably appoints the Controlling PartyCollateral Agent, and any successor to the Controlling Party Collateral Agent appointed pursuant to Section 6.014.05, its true and lawful attorney, with full power of substitution, in the name of the TrustIssuer, the Secured Parties or otherwise, but (subject to Section 2.06) at the expense of the TrustIssuer, to the extent permitted by law to exercise, at any time and from time to time while any Insurance Agreement Event of Default Indicator has occurred and is continuingbut at all such times at the direction of the Controlling Party, any or all of the following powers with respect to all or any of the Collateral: (i) to demand, xxx for, collect, receive and give acquittance for any and all monies due or to become due upon or by virtue thereof, (ii) to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto, (iii) to sell, transfer, assign or otherwise deal with the same or the proceeds thereof as fully and effectively as if the Collateral Agent were the absolute owner thereof, and (iv) to extend the time of payment of any or all thereof and to make any allowance or other adjustments with respect thereto. (b) Each With respect to the Notes and the related Collateral, each Secured Party hereby irrevocably and unconditionally constitutes and appoints the Controlling PartyCollateral Agent, and any successor to such Controlling Party Collateral Agent appointed pursuant to Section 6.01 4.05 from time to time, as the true and lawful attorney-in-fact of such the Secured Party for so long as such Secured Party is the Non-Controlling PartyParties, with full power of substitution, to execute, acknowledge and deliver any notice, document, certificate, paper, pleading or instrument and to do in the name of the Controlling Party Collateral Agent as well as in the name, place and stead of such Secured Party such acts, things and deeds for and on behalf of and in the name of such the Secured Party Parties under this Agreement which such the Secured Party Parties could or might do or which may be necessary, desirable or convenient in such Controlling Party’s sole discretion to effect the purposes contemplated hereunder and, without limitation, exercise full right, power and authority to take, or defer from taking, any and all acts with respect to the administration of the Collateral, and the enforcement of the rights of the Secured Parties hereunder, on behalf of and for the benefit of such Controlling Party and such Non-Controlling Party, as their interests may appear.the

Controlling Party’s Authority. (a) The Trust Transferor hereby irrevocably appoints the Controlling Party, and any successor to the Controlling Party appointed pursuant to Section 6.016.01 hereof, its true and lawful attorney, with full power of substitution, in the name of the TrustTransferor, the Secured Parties or otherwise, but at the expense of the TrustTransferor, to the extent permitted by law to exercise, at any time and from time to time while any Insurance Agreement Event of Default has occurred and is continuing, any or all of the following powers with respect to all or any of the CollateralCollateral related to the relevant Series: (i) to demand, xxx for, collect, receive and give acquittance for any and all monies due or to become due upon or by virtue thereof, (ii) to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto, (iii) to direct the Collateral Agent to sell, transfer, assign or otherwise deal with the same or the proceeds thereof as fully and effectively as if the Collateral Agent were the absolute owner thereof, and (iv) to extend the time of payment of any or all thereof and to make any allowance or other adjustments with respect thereto. (b) Each With respect to each Series and the related Collateral, each Secured Party hereby irrevocably and unconditionally constitutes and appoints the Controlling PartyParty with respect to such Series, and any successor to such Controlling Party appointed pursuant to Section 6.01 hereof from time to time, as the true and lawful attorney-in-fact of such Secured Party for so long as such Secured Party is the Non-Controlling Party, with full power of substitution, to execute, acknowledge and deliver any notice, document, certificate, paper, pleading or instrument and to do in the name of the Controlling Party as well as in the name, place and stead of such Secured Party such acts, things and deeds for and on behalf of and in the name of such Secured Party under this Agreement with respect to such Series which such Secured Party could or might do or which may be necessary, desirable or convenient in such Controlling Party’s 's sole discretion to effect the purposes contemplated hereunder and, without limitation, exercise full right, power and authority to take, or defer from taking, any and all acts with respect to the administration of the CollateralCollateral related to such Series, and the enforcement of the rights of the Secured Parties hereunderhereunder with respect to such Series, on behalf of and for the benefit of such Controlling Party and such Non-Controlling Party, as their interests may appear.

Controlling Party’s Authority. (a) The Trust Each of the Issuer, AFL, the Seller and the Secured Parties hereby irrevocably appoints the Controlling Party, and any successor to the Controlling Party appointed pursuant to Section 6.015.1, its true and lawful attorney, with full power of substitution, in the name of the TrustIssuer, AFL, the Seller, the Secured Parties or otherwise, but at the expense of the TrustSeller, to the extent permitted by law to exerciseexercise in its sole and absolute discretion, at any time and from time to time while any Insurance Agreement Amortization Event of Default has occurred and is continuing, any or all of the following powers with respect to all or any of the Collateral: (i) to demand, xxx for, collect, receive and give acquittance for any and all monies due or to become due upon or by virtue thereof, (ii) to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto, (iii) to sell, securitize, transfer, assign or otherwise deal with the same or the proceeds thereof as fully and effectively as if the Collateral Agent were the absolute owner thereof, and (iv) to extend the time of payment of any or all thereof and to make any allowance or other adjustments with respect thereto; PROVIDED, that the foregoing powers and rights shall be exercised in accordance with the provisions of Article VI. (b) Each Secured Party hereby irrevocably and unconditionally constitutes and appoints the Controlling Party, and any successor to such the Controlling Party appointed pursuant to Section 6.01 5.1 from time to time, as the true and lawful attorney-in-fact of such Secured Party for so long as such Secured Party is the a Non-Controlling Party, with full power of substitution, to execute, acknowledge and deliver any notice, document, certificate, paper, pleading or instrument and to do in the name of the Controlling Party as well as in the name, place and stead of such Secured Party such acts, things and deeds for and on behalf of and in the name of such Secured Party under this Security Agreement which that such Secured Party could or might do or which may be necessary, desirable or convenient in such the Controlling Party’s 's sole discretion to effect the purposes contemplated hereunder and, without limitation, exercise full right, power and authority to take, or defer from taking, any and all acts with respect to the administration of the Collateral, and the enforcement of the rights of the Secured Parties hereunder, on behalf of and for the benefit of such the Controlling Party and such Non-Controlling Party, as their interests may appear.

Controlling Party’s Authority. (a) The Trust Issuer hereby irrevocably appoints the Controlling PartyCollateral Agent, and any successor to the Controlling Party Collateral Agent appointed pursuant to Section 6.014.05 hereof, its true and lawful attorney, with full power of substitution, in the name of the TrustIssuer, the Issuer Secured Parties or otherwise, but (subject to Section 2.06 hereof) at the expense of the TrustIssuer, to the extent permitted by law to exercise, at any time and from time to time while any Insurance Agreement Event of Default has occurred and is continuingbut at all such times at the written direction of the Controlling Party, any or all of the following powers with respect to all or any of the Spread Account Agreement Collateral: (i) to demand, xxx for, collect, receive and give acquittance for any and all monies due or to become due upon or by virtue thereof, (ii) to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto, (iii) to sell, transfer, assign or otherwise deal with the same or the proceeds thereof as fully and effectively as if the Collateral Agent were the absolute owner thereof, and (iv) to extend the time of payment of any or all thereof and to make any allowance or other adjustments with respect thereto. (b) Each With respect to the Notes and the related Spread Account Agreement Collateral, each Issuer Secured Party hereby irrevocably and unconditionally constitutes and appoints the Controlling PartyCollateral Agent, and any successor to such Controlling Party Collateral Agent appointed pursuant to Section 6.01 4.05 hereof from time to time, as the true and lawful attorney-in-fact of such the Issuer Secured Party for so long as such Secured Party is the Non-Controlling PartyParties, with full power of substitution, to execute, acknowledge and deliver any notice, document, certificate, paper, pleading or instrument and to do in the name of the Controlling Party Collateral Agent as well as in the name, place and stead of such Issuer Secured Party such acts, things and deeds for and on behalf of and in the name of such the Issuer Secured Party Parties under this Agreement which such the Issuer Secured Party Parties could or might do or which may be necessary, desirable or convenient in such Controlling Party’s the Collateral Agent's sole discretion with the prior written consent of the Controlling Party or at the direction of the Controlling Party to effect the purposes contemplated hereunder and, without limitation, exercise full right, power and authority to take, or defer from taking, any and all acts with respect to the administration of the Spread Account Agreement Collateral, and the enforcement of the rights of the Issuer Secured Parties hereunder, on behalf of and for the benefit of such Controlling Party and such Non-Controlling Partythe Issuer Secured Parties, as their interests may appear.

Controlling Party’s Authority. (a) The Trust Issuer hereby irrevocably appoints the Controlling PartyCollateral Agent, and any successor to the Controlling Party Collateral Agent appointed pursuant to Section 6.014.05, its true and lawful attorney, with full power of substitution, in the name of the TrustIssuer, the Issuer Secured Parties or otherwise, but (subject to Section 2.06) at the expense of the TrustIssuer, to the extent permitted by law to exercise, at any time and from time to time while any Insurance Agreement Event of Default has occurred and is continuingbut at all such times at the direction of the Controlling Party, any or all of the following powers with respect to all or any of the Spread Account Agreement Collateral: (i) to demand, xxx for, collect, receive and give acquittance for any and all monies due or to become due upon or by virtue thereof, (ii) to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto, (iii) to sell, transfer, assign or otherwise deal with the same or the proceeds thereof as fully and effectively as if the Collateral Agent were the absolute owner thereof, and (iv) to extend the time of payment of any or all thereof and to make any allowance or other adjustments with respect thereto. (b) Each With respect to the Notes and the related Spread Account Agreement Collateral, each Issuer Secured Party hereby irrevocably and unconditionally constitutes and appoints the Controlling PartyCollateral Agent, and any successor to such Controlling Party Collateral Agent appointed pursuant to Section 6.01 4.05 from time to time, as the true and lawful attorney-in-fact of such the Issuer Secured Party for so long as such Secured Party is the Non-Controlling PartyParties, with full power of substitution, to execute, acknowledge and deliver any notice, document, certificate, paper, pleading or instrument and to do in the name of the Controlling Party Collateral Agent as well as in the name, place and stead of such Issuer Secured Party such acts, things and deeds for and on behalf of and in the name of such the Issuer Secured Party Parties under this Agreement which such the Issuer Secured Party Parties could or might do or which may be necessary, desirable or convenient in such Controlling Party’s the Collateral Agent's sole discretion with the prior written consent of the Controlling Party or at the direction of the Controlling Party to effect the purposes contemplated hereunder and, without limitation, exercise full right, power and authority to take, or defer from taking, any and all acts with respect to the administration of the Spread Account Agreement Collateral, and the enforcement of the rights of the Issuer Secured Parties hereunder, on behalf of and for the benefit of such Controlling Party and such Non-Controlling Partythe Issuer Secured Parties, as their interests may appear.. Back to Contents

Controlling Party’s Authority. (a) The Trust Issuer hereby irrevocably appoints the Controlling PartyCollateral Agent, and any successor to the Controlling Party Collateral Agent appointed pursuant to Section 6.014.05 hereof, its true and lawful attorney, with full power of substitution, in the name of the TrustIssuer, the Issuer Secured Parties or otherwise, but (subject to Section 2.06 hereof) at the expense of the TrustIssuer, to the extent permitted by law to exercise, at any time and from time to time while any Insurance Agreement Event of Default has occurred and is continuingbut at all such times at the direction of the Controlling Party, any or all of the following powers with respect to all or any of the Spread Account Agreement Collateral: (i) to demand, xxx for, collect, receive and give acquittance for any and all monies due or to become due upon or by virtue thereof, (ii) to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto, (iii) to sell, transfer, assign or otherwise deal with the same or the proceeds thereof as fully and effectively as if the Collateral Agent were the absolute owner thereof, and (iv) to extend the time of payment of any or all thereof and to make any allowance or other adjustments with respect thereto. (b) Each With respect to the Notes and the related Spread Account Agreement Collateral, each Issuer Secured Party hereby irrevocably and unconditionally constitutes and appoints the Controlling PartyCollateral Agent, and any successor to such Controlling Party Collateral Agent appointed pursuant to Section 6.01 4.05 hereof from time to time, as the true and lawful attorney-in-fact of such the Issuer Secured Party for so long as such Secured Party is the Non-Controlling PartyParties, with full power of substitution, to execute, acknowledge and deliver any notice, document, certificate, paper, pleading or instrument and to do in the name of the Controlling Party Collateral Agent as well as in the name, place and stead of such Issuer Secured Party such acts, things and deeds for and on behalf of and in the name of such the Issuer Secured Party Parties under this Agreement which such the Issuer Secured Party Parties could or might do or which may be necessary, desirable or convenient in such Controlling Party’s the Collateral Agent's sole discretion with the prior written consent of the Controlling Party or at the direction of the Controlling Party to effect the purposes contemplated hereunder and, without limitation, exercise full right, power and authority to take, or defer from taking, any and all acts with respect to the administration of the Spread Account Agreement Collateral, and the enforcement of the rights of the Issuer Secured Parties hereunder, on behalf of and for the benefit of such Controlling Party and such Non-Controlling Partythe Issuer Secured Parties, as their interests may appear.

Controlling Party’s Authority. (a) The Trust hereby irrevocably appoints the Controlling PartyCollateral Agent, and any successor to the Controlling Party Collateral Agent appointed pursuant to Section 6.014.05 hereof, its true and lawful attorney, with full power of substitution, in the name of the Trust, the Trust Secured Parties or otherwise, but (subject to Section 2.06 hereof) at the expense of the Trust, to the extent permitted by law to exercise, at any time and from time to time while any Insurance Agreement Event of Default has occurred and is continuingbut at all such times at the written direction of the Controlling Party, any or all of the following powers with respect to all or any of the Spread Account Agreement Collateral: (i) to demand, xxx for, collect, receive and give acquittance for any and all monies due or to become due upon or by virtue thereof, (ii) to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto, (iii) to sell, transfer, assign or otherwise deal with the same or the proceeds thereof as fully and effectively as if the Collateral Agent were the absolute owner thereof, and (iv) to extend the time of payment of any or all thereof and to make any allowance or other adjustments with respect thereto. (b) Each With respect to the Notes and the related Spread Account Agreement Collateral, each Trust Secured Party hereby irrevocably and unconditionally constitutes and appoints the Controlling PartyCollateral Agent, and any successor to such Controlling Party Collateral Agent appointed pursuant to Section 6.01 4.05 hereof from time to time, as the true and lawful attorney-in-fact of such the Trust Secured Party for so long as such Secured Party is the Non-Controlling PartyParties, with full power of substitution, to execute, acknowledge and deliver any notice, document, certificate, paper, pleading or instrument and to do in the name of the Controlling Party Collateral Agent as well as in the name, place and stead of such Trust Secured Party such acts, things and deeds for and on behalf of and in the name of such the Trust Secured Party Parties under this Agreement which such the Trust Secured Party Parties could or might do or which may be necessary, desirable or convenient in such Controlling Partythe Collateral Agent’s sole discretion with the prior written consent of the Controlling Party or at the written direction of the Controlling Party to effect the purposes contemplated hereunder and, without limitation, exercise full right, power and authority to take, or defer from taking, any and all acts with respect to the administration of the Spread Account Agreement Collateral, and the enforcement of the rights of the Trust Secured Parties hereunder, on behalf of and for the benefit of such Controlling Party and such Non-Controlling Partythe Trust Secured Parties, as their interests may appear.

Controlling Party’s Authority. (a) The Trust Transferor hereby irrevocably appoints the Controlling Party, and any successor to the Controlling Party appointed pursuant to Section 6.016.01 hereof, its true and lawful attorney, with full power of substitution, in the name of the TrustTransferor, the Secured Parties or otherwise, but at the expense of the TrustTransferor, to the extent permitted by law to exercise, at any time and from time to time while any Insurance Agreement Event of Default has occurred and is continuing, any or all of the following powers with respect to all or any of the CollateralCollateral related to the relevant Series: (i) to demand, xxx sue for, collect, receive and give acquittance for any and all monies monxxx due or to become due upon or by virtue thereof, (ii) to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto, (iii) to direct the Collateral Agent to sell, transfer, assign or otherwise deal with the same or the proceeds thereof as fully and effectively as if the Collateral Agent were the absolute owner thereof, and (iv) to extend the time of payment of any or all thereof and to make any allowance or other adjustments with respect thereto. (b) Each With respect to each Series and the related Collateral, each Secured Party hereby irrevocably and unconditionally constitutes and appoints the Controlling PartyParty with respect to such Series, and any successor to such Controlling Party appointed pursuant to Section 6.01 hereof from time to time, as the true and lawful attorney-in-fact of such Secured Party for so long as such Secured Party is the Non-Controlling Party, with full power of substitution, to execute, acknowledge and deliver any notice, document, certificate, paper, pleading or instrument and to do in the name of the Controlling Party as well as in the name, place and stead of such Secured Party such acts, things and deeds for and on behalf of and in the name of such Secured Party under this Agreement with respect to such Series which such Secured Party could or might do or which may be necessary, desirable or convenient in such Controlling Party’s 's sole discretion to effect the purposes contemplated hereunder and, without limitation, exercise full right, power and authority to take, or defer from taking, any and all acts with respect to the administration of the CollateralCollateral related to such Series, and the enforcement of the rights of the Secured Parties hereunderhereunder with respect to such Series, on behalf of and for the benefit of such Controlling Party and such Non-Controlling Party, as their interests may appear.

Controlling Party’s Authority. (a) The Trust Each of the Issuer, OFL, the Seller and the Secured Parties hereby irrevocably appoints the Controlling Party, and any successor to the Controlling Party appointed pursuant to Section 6.015.1, its true and lawful attorney, with full power of substitution, in the name of the TrustIssuer, OFL, the Seller, the Secured Parties or otherwise, but at the expense of the TrustSeller, to the extent permitted by law to exerciseexercise in its sole and absolute discretion, at any time and from time to time while any Insurance Agreement Amortization Event of Default has occurred and is continuing, any or all of the following powers with respect to all or any of the Collateral: (i) to demand, xxx for, collect, receive and give acquittance for any and all monies due or to become due upon or by virtue thereof, (ii) to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto, (iii) to sell, securitize, transfer, assign or otherwise deal with the same or the proceeds thereof as fully and effectively as if the Collateral Agent were the absolute owner thereof, and (iv) to extend the time of payment of any or all thereof and to make any allowance or other adjustments with respect thereto; PROVIDED, that the foregoing powers and rights shall be exercised in accordance with the provisions of Article VI. (b) Each Secured Party hereby irrevocably and unconditionally constitutes and appoints the Controlling Party, and any successor to such the Controlling Party appointed pursuant to Section 6.01 5.1 from time to time, as the true and lawful attorney-in-fact of such Secured Party for so long as such Secured Party is the a Non-Controlling Party, with full power of substitution, to execute, acknowledge and deliver any notice, document, certificate, paper, pleading or instrument and to do in the name of the Controlling Party as well as in the name, place and stead of such Secured Party such acts, things and deeds for and on behalf of and in the name of such Secured Party under this Security Agreement which that such Secured Party could or might do or which may be necessary, desirable or convenient in such the Controlling Party’s 's sole discretion to effect the purposes contemplated hereunder and, without limitation, exercise full right, power and authority to take, or defer from taking, any and all acts with respect to the administration of the Collateral, and the enforcement of the rights of the Secured Parties hereunder, on behalf of and for the benefit of such the Controlling Party and such Non-Controlling Party, as their interests may appear.

Controlling Party’s Authority. (a) The Trust Seller hereby irrevocably appoints the Controlling Party, and any successor to the Controlling Party appointed pursuant to Section 6.01, its true and lawful attorney, with full power of substitution, in the name of the TrustSeller, the Secured Parties or otherwise, but (subject to Section 2.08) at the expense of the TrustSeller, to the extent permitted by law to exercise, at any time and from time to time while any Insurance Agreement Event of Default has occurred and is continuing, any or all of the following powers with respect to all or any of the CollateralCollateral related to the relevant Series: (i) to demand, xxx for, collect, receive and give acquittance for any and all monies due or to become due upon or by virtue thereof, (ii) to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto, (iii) to sell, transfer, assign or otherwise deal with the same or the proceeds thereof as fully and effectively as if the Collateral Agent were the absolute owner thereof, and (iv) to extend the time of payment of any or all thereof and to make any allowance or other adjustments with respect thereto. (b) Each With respect to each Series of Certificates and the related Collateral, each Secured Party hereby irrevocably and unconditionally constitutes and appoints the Controlling PartyParty with respect to such Series, and any successor to such Controlling Party appointed pursuant to Section 6.01 from time to time, as the true and lawful attorney-in-fact of such Secured Party for so long as such Secured Party is the Non-Controlling Party, with full power of substitution, to execute, acknowledge and deliver any notice, document, certificate, paper, pleading or instrument and to do in the name of the Controlling Party as well as in the name, place and stead of such Secured Party such acts, things and deeds for and on behalf of and in the name of such Secured Party under this Agreement with respect to such Series which such Secured Party could or might do or which may be necessary, desirable or convenient in such Controlling Party’s 's sole discretion to effect the purposes contemplated hereunder and, without limitation, exercise full right, power and authority to take, or defer from taking, any and all acts with respect to the administration of the CollateralCollateral related to such Series, and the enforcement of the rights of the Secured Parties hereunderhereunder with respect to such Series, on behalf of and for the benefit of such Controlling Party and such Non-Controlling Party, as their interests may appear.

Controlling Party’s Authority. (a) The Trust Issuer hereby irrevocably appoints the Controlling PartyCollateral Agent, and any successor to the Controlling Party Collateral Agent appointed pursuant to Section 6.014.05 hereof, its true and lawful attorney, with full power of substitution, in the name of the TrustIssuer, the Issuer Secured Parties or otherwise, but (subject to Section 2.06 hereof) at the expense of the TrustIssuer, to the extent permitted by law to exercise, at any time and from time to time while any Insurance Agreement Event of Default has occurred and is continuingbut at all such times at the direction of the Controlling Party, any or all of the following powers with respect to all or any of the Spread Account Agreement Collateral: (i) to demand, xxx for, collect, receive and give acquittance for any and all monies due or to become due upon or by virtue thereof, (ii) to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto, (iii) to sell, transfer, assign or otherwise deal with the same or the proceeds thereof as fully and effectively as if the Collateral Agent were the absolute owner thereof, and (iv) to extend the time of payment of any or all thereof and to make any allowance or other adjustments with respect thereto. (b) Each With respect to the Notes and the related Spread Account Agreement Collateral, each Issuer Secured Party hereby irrevocably and unconditionally constitutes and appoints the Controlling PartyCollateral Agent, and any successor to such Controlling Party Collateral Agent appointed pursuant to Section 6.01 4.05 hereof from time to time, as the true and lawful attorney-in-fact of such the Issuer Secured Party for so long as such Secured Party is the Non-Controlling PartyParties, with full power of substitution, to execute, acknowledge and deliver any notice, document, certificate, paper, pleading or instrument and to do in the name of the Controlling Party Collateral Agent as well as in the name, place and stead of such Issuer Secured Party such acts, things and deeds for and on behalf of and in the name of such the Issuer Secured Party Parties under this Agreement which such the Issuer Secured Party Parties could or might do or which may be necessary, desirable or convenient in such Controlling Partythe Collateral Agent’s sole discretion with the prior written consent of the Controlling Party or at the direction of the Controlling Party to effect the purposes contemplated hereunder and, without limitation, exercise full right, power and authority to take, or defer from taking, any and all acts with respect to the administration of the Spread Account Agreement Collateral, and the enforcement of the rights of the Issuer Secured Parties hereunder, on behalf of and for the benefit of such Controlling Party and such Non-Controlling Partythe Issuer Secured Parties, as their interests may appear.

Controlling Party’s Authority. (a) The Trust hereby irrevocably appoints the Controlling Party, and any successor to the Controlling Party appointed pursuant to Section 6.01, its true and lawful attorney, with full power of substitution, in the name of the Trust, the Secured Parties or otherwise, but at the expense of the Trust, to the extent permitted by law to exercise, at any time and from time to time while any Insurance Agreement Event of Default has occurred and is continuing, any or all of the following powers with respect to the Collateral: (i) to demand, xxx for, collect, receive and give acquittance for any and all monies due or to become due upon or by virtue thereof, (ii) to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto, (iii) to sell, transfer, assign or otherwise deal with the same or the proceeds thereof as fully and effectively as if the Collateral Agent were the absolute owner thereof, and (iv) to extend the time of payment of any or all thereof and to make any allowance or other adjustments with respect thereto. (b) Each Secured Party hereby irrevocably and unconditionally constitutes and appoints the Controlling Party, and any successor to such Controlling Party appointed pursuant to Section 6.01 from time to time, as the true and lawful attorney-in-fact of such Secured Party for so long as such Secured Party is the Non-Controlling Party, with full power of substitution, to execute, acknowledge and deliver any notice, document, certificate, paper, pleading or instrument and to do in the name of the Controlling Party as well as in the name, place and stead of such Secured Party such acts, things and deeds for and on behalf of and in the name of such Secured Party under this Agreement which such Secured Party could or might do or which may be necessary, desirable or convenient in such Controlling Party’s 's sole discretion to effect the purposes contemplated hereunder and, without limitation, exercise full right, power and authority to take, or defer from taking, any and all acts with respect to the administration of the Collateral, and the enforcement of the rights of the Secured Parties hereunder, on behalf of and for the benefit of such Controlling Party and such Non-Controlling Party, as their interests may appear.

Controlling Party’s Authority. (a) The Trust Issuer hereby irrevocably appoints the Controlling PartyCollateral Agent, and any successor to the Controlling Party Collateral Agent appointed pursuant to Section 6.014.05, its true and lawful attorney, with full power of substitution, in the name of the TrustIssuer, the Issuer Secured Parties or otherwise, but (subject to Section 2.06) at the expense of the TrustIssuer, to the extent permitted by law to exercise, at any time and from time to time while any Insurance Agreement Event of Default has occurred and is continuingbut at all such times at the written direction of the Controlling Party, any or all of the following powers with respect to all or any of the Spread Account Agreement Collateral: (i) to demand, xxx for, collect, receive and give acquittance for any and all monies due or to become due upon or by virtue thereof, (ii) to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto, (iii) to sell, transfer, assign or otherwise deal with the same or the proceeds thereof as fully and effectively as if the Collateral Agent were the absolute owner thereof, and (iv) to extend the time of payment of any or all thereof and to make any allowance or other adjustments with respect thereto. (b) Each With respect to the Notes and the related Spread Account Agreement Collateral, each Issuer Secured Party hereby irrevocably and unconditionally constitutes and appoints the Controlling PartyCollateral Agent, and any successor to such Controlling Party Collateral Agent appointed pursuant to Section 6.01 4.05 from time to time, as the true and lawful attorney-in-fact of such the Issuer Secured Party for so long as such Secured Party is the Non-Controlling PartyParties, with full power of substitution, to execute, acknowledge and deliver any notice, document, certificate, paper, pleading or instrument and to do in the name of the Controlling Party Collateral Agent as well as in the name, place and stead of such Issuer Secured Party such acts, things and deeds for and on behalf of and in the name of such the Issuer Secured Party Parties under this Agreement which such the Issuer Secured Party Parties could or might do or which may be necessary, desirable or convenient in such Controlling Partythe Collateral Agent’s sole discretion with the prior written consent of the Controlling Party or at the written direction of the Controlling Party to effect the purposes contemplated hereunder and, without limitation, exercise full right, power and authority to take, or defer from taking, any and all acts with respect to the administration of the Spread Account Agreement Collateral, and the enforcement of the rights of the Issuer Secured Parties hereunder, on behalf of and for the benefit of such Controlling Party and such Non-Controlling Partythe Issuer Secured Parties, as their interests may appear.

Controlling Party’s Authority. (a) The Trust Issuer hereby irrevocably appoints the Controlling PartyCollateral Agent, and any successor to the Controlling Party Collateral Agent appointed pursuant to Section 6.014.05, its true and lawful attorney, with full power of substitution, in the name of the TrustIssuer, the Issuer Secured Parties or otherwise, but (subject to Section 2.06) at the expense of the TrustIssuer, to the extent permitted by law to exercise, at any time and from time to time while any Insurance Agreement Event of Default has occurred and is continuingbut at all such times at the written direction of the Controlling Party, any or all of the following powers with respect to all or any of the Spread Account Agreement Collateral: (i) to demand, xxx for, collect, receive and give acquittance for any and all monies due or to become due upon or by virtue thereof, (ii) to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto, (iii) to sell, transfer, assign or otherwise deal with the same or the proceeds thereof as fully and effectively as if the Collateral Agent were the absolute owner thereof, and (iv) to extend the time of payment of any or all thereof and to make any allowance or other adjustments with respect thereto. (b) Each With respect to the Notes and the related Spread Account Agreement Collateral, each Issuer Secured Party hereby irrevocably and unconditionally constitutes and appoints the Controlling PartyCollateral Agent, and any successor to such Controlling Party Collateral Agent appointed pursuant to Section 6.01 4.05 from time to time, as the true and lawful attorney-in-fact of such the Issuer Secured Party for so long as such Secured Party is the Non-Controlling PartyParties, with full power of substitution, to execute, acknowledge and deliver any notice, document, certificate, paper, pleading or instrument and to do in the name of the Controlling Party Collateral Agent as well as in the name, place and stead of such Issuer Secured Party such acts, things and deeds for and on behalf of and in the name of such the Issuer Secured Party Parties under this Agreement which such the Issuer Secured Party Parties could or might do or which may be necessary, desirable or convenient in such Controlling Party’s the Collateral Agent's sole discretion with the prior written consent of the Controlling Party or at the written direction of the Controlling Party to effect the purposes contemplated hereunder and, without limitation, exercise full right, power and authority to take, or defer from taking, any and all acts with respect to the administration of the Spread Account Agreement Collateral, and the enforcement of the rights of the Issuer Secured Parties hereunder, on behalf of and for the benefit of such Controlling Party and such Non-Controlling Partythe Issuer Secured Parties, as their interests may appear.

Controlling Party’s Authority. (a) The Trust Each of Arcadia Financial and the Seller hereby irrevocably appoints appoint the Controlling Party, and any successor to the Controlling Party appointed pursuant to Section 6.01, its true and lawful attorney, with full power of substitution, in the name of Arcadia Financial, the TrustSeller, the Secured Parties or otherwise, but (subject to Section 2.08) at the expense of the TrustSeller, to the extent permitted by law to exercise, at any time and from time to time while any Insurance Agreement Event of Default has occurred and is continuing, any or all of the following powers with respect to all or any of the CollateralCollateral related to the relevant Series: (i) to demand, xxx for, collect, receive and give acquittance for any and all monies due or to become due upon or by virtue thereof, (ii) to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto, (iii) to sell, transfer, assign or otherwise deal with the same or the proceeds thereof as fully and effectively as if the Collateral Agent were the absolute owner thereof, and (iv) to extend the time of payment of any or all thereof and to make any allowance or other adjustments with respect thereto; provided that the foregoing powers and rights shall be exercised in accordance with the provisions of Article VII hereof. (b) Each With respect to each Series of Certificates and the related Collateral, each Secured Party hereby irrevocably and unconditionally constitutes and appoints the Controlling PartyParty with respect to such Series, and any successor to such Controlling Party appointed pursuant to Section 6.01 from time to time, as the true and lawful attorney-in-fact of such Secured Party for so long as such Secured Party is the Non-Controlling Party, with full power of substitution, to execute, acknowledge and deliver any notice, document, certificate, paper, pleading or instrument and to do in the name of the Controlling Party as well as in the name, place and stead of such Secured Party such acts, things and deeds for and on behalf of and in the name of such Secured Party under this Agreement with respect to such Series which such Secured Party could or might do or which may be necessary, desirable or convenient in such Controlling Party’s 's sole discretion to effect the purposes contemplated hereunder and, without limitation, exercise full right, power and authority to take, or defer from taking, any and all acts with respect to the administration of the CollateralCollateral related to such Series, and the enforcement of the rights of the Secured Parties hereunderhereunder with respect to such Series, on behalf of and for the benefit of such Controlling Party and such Non-Controlling Party, as their interests may appear. (c) So long as Financial Security shall be the Controlling Party with respect to a Series (other than the Warehousing Series), the Trustee hereby agrees, that if there exists an Insurance Agreement Event of Default with respect to such Series: (i) Financial Security shall have the exclusive right to direct the Trustee as to any and all actions to be taken under the related Transaction Documents, including, without limitation, all actions with respect to the giving of directions to the Servicer and any subservicer with respect to the servicing of the Receivables of such Series; enforcement of any rights of the Trustee under such Transaction Documents; and the giving or withholding of any other consents, requests, notices, directions, approvals, extensions or waivers under or in respect of any such Transaction Documents; and (ii) Financial Security shall have the right to control the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under the related Pooling and Servicing Agreement or under any other Transaction Document, including the remedies provided in Article VII; provided, however, that the Trustee may decline to follow any of the above directions from Financial Security, if the Trustee, in accordance with an opinion of counsel to the Trustee, that is independent of the Trustee, determines that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith determines that the action or proceeding so directed would involve it in personal liability for which adequate indemnity is not reasonably assured to it or, in the case of actions or directions not specifically permitted to be taken by Financial Security so long as no Financial Security Default has occurred and is continuing, would adversely affect the interests of the Certificateholders in any material respect. (d) So long as Financial Security shall be the Controlling Party with respect to a Series (other than the Warehousing Series), the Trustee shall not, without the prior written consent of Financial Security: (i) appoint new independent accountants with respect to the Series; (ii) consent to the amendment of or supplement to any of the Transaction Documents related to the Series; or (iii) waive a Servicer Termination Event under the related Pooling and Servicing Agreement or Sale and Servicing Agreement, as applicable. (e) So long as Financial Security shall be the Controlling Party with respect to a Series: (i) Financial Security shall have the rights provided in Section 5.3 of each Pooling and Servicing Agreement, Section 5.4 of each Sale and Servicing Agreement and Section 5.19 of each Indenture in respect of the direction of insolvency proceedings. (ii) Financial Security shall have the right to direct the Trustee as to any and all actions to be taken in the event of the occurrence of a Servicer Termination Event under the related Pooling and Servicing Agreement and shall have such other rights in respect of the appointment of a successor servicer as are provided in such Pooling and Servicing Agreement.