Common use of CREDIT ENHANCEMENT FEE; SERIES SUPPLEMENTS; THE COLLATERAL Clause in Contracts

CREDIT ENHANCEMENT FEE; SERIES SUPPLEMENTS; THE COLLATERAL. Section 2.01. SERIES 1993-A CREDIT ENHANCEMENT FEE. The Series 1993-A Pooling and Servicing Agreement provides for the payment to the Seller of a Series 1993-A Credit Enhancement Fee, to be paid to the Seller by distribution of such amounts to the Collateral Agent for deposit and distribution pursuant to this Agreement. The Seller and OFL hereby agree that payment of the Series 1993-A Credit Enhancement Fee in the manner and subject to the conditions set forth herein and in the Series 1993-A Pooling and Servicing Agreement is adequate consideration and the exclusive consideration to be received by the Seller or OFL for the obligations of the Seller pursuant hereto and the obligations of OFL pursuant hereto (including, without limitation, the transfer by the Seller to the Collateral Agent of the Initial Spread Account Deposit) and pursuant to the Series 1993-A Insurance Agreement. The Seller and OFL hereby agree with the Trustee and with Financial Security that payment of the Series 1993-A Credit Enhancement Fee to the Seller is expressly conditioned on subordination of the Series 1993-A Credit Enhancement Fee to payments on the Certificates of any Series, payments on the Notes of any Series, payments of amounts due to Financial Security and the other obligations of the Trusts, in each case to the extent provided in Section 4.6 of the Standard Terms and Conditions and Section 3.03 hereof; and the Security Interest of the Secured Parties in the Series 1993-A Collateral is intended to effect and enforce such subordination and to provide security for the Series 1993-A Secured Obligations and the Secured Obligations with respect to each other Series.

CREDIT ENHANCEMENT FEE; SERIES SUPPLEMENTS; THE COLLATERAL. Section 2.01. 2.1 SERIES 19931996-A D CREDIT ENHANCEMENT FEE. The Series 19931996-A Pooling D Sale and Servicing Agreement provides for the payment to the Seller of a the Series 19931996-A D Credit Enhancement Fee, to be paid to the Seller by distribution of such amounts to the Collateral Agent for deposit and distribution pursuant to this Agreement. The Seller and OFL hereby agree that payment of the Series 19931996-A D Credit Enhancement Fee in the manner and subject to the conditions set forth herein and in the Series 19931996-A Pooling D Sale and Servicing Agreement is adequate consideration and the exclusive consideration to be received by the Seller or OFL for the obligations of the Seller pursuant hereto and the obligations of OFL pursuant hereto (including, without limitation, the transfer by the Seller to the Collateral Agent of the Initial Spread Account DepositDeposit with respect to Series 1996-D) and pursuant to the Series 19931996-A D Insurance Agreement. The Seller and OFL hereby agree with the Trustee and with Financial Security that payment of the Series 19931996-A D Credit Enhancement Fee to the Seller is expressly conditioned on subordination of the Series 19931996-A D Credit Enhancement Fee to payments on the Notes (if any) and Certificates of any Series, payments on the Notes of any Series, payments of amounts due to Financial Security and the other obligations of the Trusts, in each case to the extent provided in Section 4.6 of the Standard Terms and Conditions or Section 4.6 of the related Sale and Servicing Agreement, as applicable, and Section 3.03 hereof; of the Spread Account Agreement, and the Security Interest of the Secured Parties in the Series 19931996-A D Collateral is intended to effect and enforce such subordination and to provide security for the Series 19931996-A D Secured Obligations and subject to the terms hereof the Secured Obligations with respect to each other Series.

CREDIT ENHANCEMENT FEE; SERIES SUPPLEMENTS; THE COLLATERAL. Section 2.01SPREAD ACCOUNT FUNDS. SERIES 1993-A CREDIT ENHANCEMENT FEE. The Series 1993-A To the extent that a Pooling and Servicing Agreement or a Sale and Servicing Agreement relating to a particular Series provides for the payment to the Seller of certain amounts, which may or may not be designated as a Series 1993-A Credit Enhancement FeeFee ("Spread Account Funds") for deposit into the Spread Account related to such Series, such amounts are to be paid to the Seller by distribution of such amounts to the Collateral Agent for deposit and distribution pursuant to this Agreement. The Seller and OFL hereby agree agrees that payment of the Series 1993-A Credit Enhancement Fee Spread Account Funds in the manner and subject to the conditions set forth herein and in the Series 1993-A related Pooling and Servicing Agreement or Sale and Servicing Agreement is adequate consideration and the exclusive consideration to be received by the Seller or OFL for the obligations of the Seller pursuant hereto and the obligations of OFL pursuant hereto (including, without limitation, the transfer by the Seller to the Collateral Agent of the Initial Spread Account Deposit) and pursuant Deposit related to the Series 1993-A Insurance Agreementsuch Series). The Seller and OFL hereby agree agrees with the Trustee and with Financial Security that payment of the Series 1993-A Credit Enhancement Fee Spread Account Funds to the Seller is expressly conditioned on subordination of the Series 1993-A Credit Enhancement Fee payment of such amounts to payments on the Certificates of any Series, payments on the Notes of any Series, payments of amounts due to Financial Security and the other obligations of the Trusts, in each case Secured Obligations to the extent provided in Section 4.6 of the Standard Terms and Conditions and Section 3.03 hereof; and the Security Interest of the Secured Parties in the Series 1993-A Collateral is intended to effect and enforce such subordination and to provide security for the Series 1993-A Secured Obligations and related to such Series and, except as otherwise provided herein or in the related Series Supplement, for Secured Obligations with respect to each other Series.

CREDIT ENHANCEMENT FEE; SERIES SUPPLEMENTS; THE COLLATERAL. Section 2.01. SERIES 1993-A CREDIT ENHANCEMENT FEE. The Series 1993-A Pooling and Servicing Agreement provides for the payment to the Seller of a Series 1993-A Credit Enhancement Fee, to be paid to the Seller by distribution of such amounts to the Collateral Agent for deposit and distribution pursuant to this Agreement. The Seller and OFL hereby agree that payment of the Series 1993-1993- A Credit Enhancement Fee in the manner and subject to the conditions set forth herein and in the Series 1993-A Pooling and Servicing Agreement is adequate consideration and the exclusive consideration to be received by the Seller or OFL for the obligations of the Seller pursuant hereto and the obligations of OFL pursuant hereto (including, without limitation, the transfer by the Seller to the Collateral Agent of the Initial Spread Account Deposit) and pursuant to the Series 1993-A Insurance Agreement. The Seller and OFL hereby agree with the Trustee and with Financial Security that payment of the Series 1993-A Credit Enhancement Fee to the Seller is expressly conditioned on subordination of the Series 1993-A Credit Enhancement Fee to payments on the Certificates of any Series, payments on the Notes of any Series, payments of amounts due to Financial Security and the other obligations of the Trusts, in each case to the extent provided in Section 4.6 of the Standard Terms and Conditions and Section 3.03 hereof; and the Security Interest of the Secured Parties in the Series 1993-A Collateral is intended to effect and enforce such subordination and to provide security for the Series 1993-A Secured Obligations and the Secured Obligations with respect to each other Series.

CREDIT ENHANCEMENT FEE; SERIES SUPPLEMENTS; THE COLLATERAL. Section 2.01. 2.1 SERIES 19931999-A B CREDIT ENHANCEMENT FEE. The Series 19931999-A Pooling B Sale and Servicing Agreement provides for the payment to the Seller of a the Series 19931999-A B Credit Enhancement Fee, to be paid to the Seller by distribution of such amounts to the Collateral Agent for deposit and distribution pursuant to this Agreement. The Seller and OFL Arcadia Financial hereby agree that payment of the Series 19931999-A B Credit Enhancement Fee in the manner and subject to the conditions set forth herein and in the Series 19931999-A Pooling B Sale and Servicing Agreement is adequate consideration and the exclusive consideration to be received by the Seller or OFL Arcadia Financial for the obligations of the Seller pursuant hereto and the obligations of OFL Arcadia Financial pursuant hereto (including, without limitation, the transfer by the Seller to the Collateral Agent of the Initial Spread Account DepositDeposit with respect to Series 1999-B) and pursuant to the Series 19931999-A B Insurance Agreement. The Seller and OFL Arcadia Financial hereby agree with the Trustee and with Financial Security that payment of the Series 19931999-A B Credit Enhancement Fee to the Seller is expressly conditioned on subordination of the Series 19931999-A B Credit Enhancement Fee to payments on the Notes and Certificates of any Series, payments on the Notes (if any) of any Series, payments of amounts due to Financial Security and the other obligations of the Trusts, in each case to the extent provided in Section 4.6 of the Standard Terms and Conditions or Section 4.6 of the related Sale and Servicing Agreement, as applicable, and Section 3.03 hereof; of the Spread Account Agreement, and the Security Interest of the Secured Parties in the Series 19931999-A B Collateral is intended to effect and enforce such subordination and to provide security for the Series 19931999-A B Secured Obligations and subject to the terms hereof the Secured Obligations with respect to each other Series.

CREDIT ENHANCEMENT FEE; SERIES SUPPLEMENTS; THE COLLATERAL. Section 2.01. SERIES 19931997-A B CREDIT ENHANCEMENT FEE. The Series 19931997-A Pooling B Sale and Servicing Agreement provides for the payment to the Seller of a the Series 19931997-A B Credit Enhancement Fee, to be paid to the Seller by distribution of such amounts to the Collateral Agent for deposit and distribution pursuant to this Agreement. The Seller and OFL Arcadia Financial hereby agree that payment of the Series 19931997-A B Credit Enhancement Fee in the manner and subject to the conditions set forth herein and in the Series 19931997-A Pooling B Sale and Servicing Agreement is adequate consideration and the exclusive consideration to be received by the Seller or OFL Arcadia Financial for the obligations of the Seller pursuant hereto and the obligations of OFL Arcadia Financial pursuant hereto (including, without limitation, the transfer by the Seller to the Collateral Agent of the Initial Spread Account DepositDeposit with respect to Series 1997-B) and pursuant to the Series 19931997-A B Insurance Agreement. The Seller and OFL Arcadia Financial hereby agree with the Trustee and with Financial Security that payment of the Series 19931997-A B Credit Enhancement Fee to the Seller is expressly conditioned on subordination of the Series 19931997-A B Credit Enhancement Fee to payments on the Notes (if any) and Certificates of any Series, payments on the Notes of any Series, payments of amounts due to Financial Security and the other obligations of the Trusts, in each case to the extent provided in Section 4.6 of the Standard Terms and Conditions or Section 4.6 of the related Sale and Servicing Agreement, as applicable, and Section 3.03 hereof; of the Spread Account Agreement, and the Security Interest of the Secured Parties in the Series 19931997-A B Collateral is intended to effect and enforce such subordination and to provide security for the Series 19931997-A B Secured Obligations and subject to the terms hereof the Secured Obligations with respect to each other Series.

CREDIT ENHANCEMENT FEE; SERIES SUPPLEMENTS; THE COLLATERAL. Section 2.01. 2.1 SERIES 19931998-A B CREDIT ENHANCEMENT FEE. The Series 19931998-A Pooling B Sale and Servicing Agreement provides for the payment to the Seller of a the Series 19931998-A B Credit Enhancement Fee, to be paid to the Seller by distribution of such amounts to the Collateral Agent for deposit and distribution pursuant to this Agreement. The Seller and OFL Arcadia Financial hereby agree that payment of the Series 19931998-A B Credit Enhancement Fee in the manner and subject to the conditions set forth herein and in the Series 19931998-A Pooling B Sale and Servicing Agreement is adequate consideration and the exclusive consideration to be received by the Seller or OFL Arcadia Financial for the obligations of the Seller pursuant hereto and the obligations of OFL Arcadia Financial pursuant hereto (including, without limitation, the transfer by the Seller to the Collateral Agent of the Initial Spread Account DepositDeposit with respect to Series 1998-B) and pursuant to the Series 19931998-A B Insurance Agreement. The Seller and OFL Arcadia Financial hereby agree with the Trustee and with Financial Security that payment of the Series 19931998-A B Credit Enhancement Fee to the Seller is expressly conditioned on subordination of the Series 19931998-A B Credit Enhancement Fee to payments on the Notes (if any) and Certificates of any Series, payments on the Notes of any Series, payments of amounts due to Financial Security and the other obligations of the Trusts, in each case to the extent provided in Section 4.6 of the Standard Terms and Conditions or Section 4.6 of the related Sale and Servicing Agreement, as applicable, and Section 3.03 hereof; of the Spread Account Agreement, and the Security Interest of the Secured Parties in the Series 19931998-A B Collateral is intended to effect and enforce such subordination and to provide security for the Series 19931998-A B Secured Obligations and subject to the terms hereof the Secured Obligations with respect to each other Series.

CREDIT ENHANCEMENT FEE; SERIES SUPPLEMENTS; THE COLLATERAL. Section 2.01. SERIES 19932.1 Series 1999-A CREDIT ENHANCEMENT FEEC Credit Enhancement Fee. The Series 19931999-A Pooling C Sale and Servicing Agreement provides for the payment to the Seller of a the Series 19931999-A C Credit Enhancement Fee, to be paid to the Seller by distribution of such amounts to the Collateral Agent for deposit and distribution pursuant to this Agreement. The Seller and OFL Arcadia Financial hereby agree that payment of the Series 19931999-A C Credit Enhancement Fee in the manner and subject to the conditions set forth herein and in the Series 19931999-A Pooling C Sale and Servicing Agreement is adequate consideration and the exclusive consideration to be received by the Seller or OFL Arcadia Financial for the obligations of the Seller pursuant hereto and the obligations of OFL Arcadia Financial pursuant hereto (including, without limitation, the transfer by the Seller to the Collateral Agent of the Initial Spread Account DepositDeposit with respect to Series 1999-C) and pursuant to the Series 19931999-A C Insurance Agreement. The Seller and OFL Arcadia Financial hereby agree with the Trustee and with Financial Security that payment of the Series 19931999-A C Credit Enhancement Fee to the Seller is expressly conditioned on subordination of the Series 19931999-A C Credit Enhancement Fee to payments on the Notes and Certificates of any Series, payments on the Notes (if any) of any Series, payments of amounts due to Financial Security and the other obligations of the Trusts, in each case to the extent provided in Section 4.6 of the Standard Terms and Conditions or Section 4.6 of the related Sale and Servicing Agreement, as applicable, and Section 3.03 hereof; of the Spread Account Agreement, and the Security Interest of the Secured Parties in the Series 19931999-A C Collateral is intended to effect and enforce such subordination and to provide security for the Series 19931999-A C Secured Obligations and subject to the terms hereof the Secured Obligations with respect to other Series. Section 2.2 Series Supplements. As provided in and subject to the conditions specified in Section 2.02 of the Spread Account Agreement, the parties hereto are entering into this Series 1999-C Supplement with respect to the Series 1999-C Securities. Section 2.3 Grant of Security Interest by Arcadia Financial and the Seller. (a) In order to secure the performance of the Secured Obligations with respect to each Series, the Seller (and Arcadia Financial, to the extent it may have any rights therein) hereby pledges, assigns, grants, transfers and conveys to the Collateral Agent, on behalf of and for the benefit of the Secured Parties to secure the Secured Obligations, a lien on and security interest in (which lien and security interest is intended to be prior to all other Seriesliens, security interests or other encumbrances), all of its right, title and interest in and to the following (all being collectively referred to herein as the "Series 1999-C Collateral"): (i) the Series 1999-C Credit Enhancement Fee and all rights and remedies that the Seller may have to enforce payment of the Series 1999-C Credit Enhancement Fee whether under the Series 1999-C Sale and Servicing Agreement or otherwise; (ii) the Series 1999-C Spread Account established pursuant to Section 3.1 of this Series 1999-C Supplement and Section 3.01 of the Spread Account Agreement, and each other account owned by the Seller and maintained by the Collateral Agent (including, without limitation, all monies, checks, securities, investments and other documents from time to time held in or evidencing any such accounts); (iii) all of the Seller's right, title and interest in and to investments made with proceeds of the property described in clauses (i) and (ii) above, or made with amounts on deposit in the Series 1999-C Spread Account; and (iv) all distributions, revenues, products, substitutions, benefits, profits and proceeds, in whatever form, of any of the foregoing. (b) In order to effectuate the provisions and purposes of this Series 1999-C Supplement, including for the purpose of perfecting the security interests granted hereunder, the Seller represents and warrants that it has, prior to the execution of this Series 1999-C Supplement, executed and filed an appropriate Uniform Commercial Code financing statement in Minnesota sufficient to ensure that the Collateral Agent, as agent for the Secured Parties, has a first priority perfected security interest in all Series 1999-C Collateral which can be perfected by the filing of a financing statement.

CREDIT ENHANCEMENT FEE; SERIES SUPPLEMENTS; THE COLLATERAL. Section 2.01. 2.1 SERIES 19931996-A C CREDIT ENHANCEMENT FEE. The Series 19931996-A Pooling C Sale and Servicing Agreement provides for the payment to the Seller of a the Series 19931996-A C Credit Enhancement Fee, to be paid to the Seller by distribution of such amounts to the Collateral Agent for deposit and distribution pursuant to this Agreement. The Seller and OFL hereby agree that payment of the Series 19931996-A C Credit Enhancement Fee in the manner and subject to the conditions set forth herein and in the Series 19931996-A Pooling C Sale and Servicing Agreement is adequate consideration and the exclusive consideration to be received by the Seller or OFL for the obligations of the Seller pursuant hereto and the obligations of OFL pursuant hereto (including, without limitation, the transfer by the Seller to the Collateral Agent of the Initial Spread Account DepositDeposit with respect to Series 1996-C) and pursuant to the Series 19931996-A C Insurance Agreement. The Seller and OFL hereby agree with the Trustee and with Financial Security that payment of the Series 19931996-A C Credit Enhancement Fee to the Seller is expressly conditioned on subordination of the Series 19931996-A C Credit Enhancement Fee to payments on the Notes (if any) and Certificates of any Series, payments on the Notes of any Series, payments of amounts due to Financial Security and the other obligations of the Trusts, in each case to the extent provided in Section 4.6 of the Standard Terms and Conditions or Section 4.6 of the related Sale and Servicing Agreement, as applicable, and Section 3.03 hereof; of the Spread Account Agreement, and the Security Interest of the Secured Parties in the Series 19931996-A C Collateral is intended to effect and enforce such subordination and to provide security for the Series 19931996-A C Secured Obligations and subject to the terms hereof the Secured Obligations with respect to each other Series.

CREDIT ENHANCEMENT FEE; SERIES SUPPLEMENTS; THE COLLATERAL. Section 2.012. 1 SERIES 19931995-A D CREDIT ENHANCEMENT FEE. The Series 19931995-A Pooling D Sale and Servicing Agreement provides for the payment to the Seller of a the Series 19931995-A D Credit Enhancement Fee, to be paid to the Seller by distribution of such amounts to the Collateral Agent for deposit and distribution pursuant to this Agreement. The Seller and OFL hereby agree that payment of the Series 19931995-A D Credit Enhancement Fee in the manner and subject to the conditions set forth herein and in the Series 19931995-A Pooling D Sale and Servicing Agreement is adequate consideration and the exclusive consideration to be received by the Seller or OFL for the obligations of the Seller pursuant hereto and the obligations of OFL pursuant hereto (including, without limitation, the transfer by the Seller to the Collateral Agent of the Initial Spread Account DepositDeposit with respect to Series 1995-D) and pursuant to the Series 19931995-A D Insurance Agreement. The Seller and OFL hereby agree with the Trustee and with Financial Security that payment of the Series 19931995-A D Credit Enhancement Fee to the Seller is expressly conditioned on subordination of the Series 19931995-A D Credit Enhancement Fee to payments on the Notes (if any) and Certificates of any Series, payments on the Notes of any Series, payments of amounts due to Financial Security and the other obligations of the Trusts, in each case to the extent provided in Section 4.6 of the Standard Terms and Conditions or Section 4.6 of the related Sale and Servicing Agreement, as applicable, and Section 3.03 hereof; of the Spread Account Agreement, and the Security Interest of the Secured Parties in the Series 19931995-A D Collateral is intended to effect and enforce such subordination and to provide security for the Series 19931995-A D Secured Obligations and subject to the terms hereof the Secured Obligations with respect to each other Series.

CREDIT ENHANCEMENT FEE; SERIES SUPPLEMENTS; THE COLLATERAL. Section 2.01. 2.1 SERIES 19931997-A D CREDIT ENHANCEMENT FEE. The Series 19931997-A Pooling D Sale and Servicing Agreement provides for the payment to the Seller of a the Series 19931997-A D Credit Enhancement Fee, to be paid to the Seller by distribution of such amounts to the Collateral Agent for deposit and distribution pursuant to this Agreement. The Seller and OFL Arcadia Financial hereby agree that payment of the Series 19931997-A D Credit Enhancement Fee in the manner and subject to the conditions set forth herein and in the Series 19931997-A Pooling D Sale and Servicing Agreement is adequate consideration and the exclusive consideration to be received by the Seller or OFL Arcadia Financial for the obligations of the Seller pursuant hereto and the obligations of OFL Arcadia Financial pursuant hereto (including, without limitation, the transfer by the Seller to the Collateral Agent of the Initial Spread Account DepositDeposit with respect to Series 1997-D) and pursuant to the Series 19931997-A D Insurance Agreement. The Seller and OFL Arcadia Financial hereby agree with the Trustee and with Financial Security that payment of the Series 19931997-A D Credit Enhancement Fee to the Seller is expressly conditioned on subordination of the Series 19931997-A D Credit Enhancement Fee to payments on the Notes (if any) and Certificates of any Series, payments on the Notes of any Series, payments of amounts due to Financial Security and the other obligations of the Trusts, in each case to the extent provided in Section 4.6 of the Standard Terms and Conditions or Section 4.6 of the related Sale and Servicing Agreement, as applicable, and Section 3.03 hereof; of the Spread Account Agreement, and the Security Interest of the Secured Parties in the Series 19931997-A D Collateral is intended to effect and enforce such subordination and to provide security for the Series 19931997-A D Secured Obligations and subject to the terms hereof the Secured Obligations with respect to each other Series.

CREDIT ENHANCEMENT FEE; SERIES SUPPLEMENTS; THE COLLATERAL. Section 2.01. 2.1 SERIES 19931997-A C CREDIT ENHANCEMENT FEE. The Series 19931997-A Pooling C Sale and Servicing Agreement provides for the payment to the Seller of a the Series 19931997-A C Credit Enhancement Fee, to be paid to the Seller by distribution of such amounts to the Collateral Agent for deposit and distribution pursuant to this Agreement. The Seller and OFL Arcadia Financial hereby agree that payment of the Series 19931997-A C Credit Enhancement Fee in the manner and subject to the conditions set forth herein and in the Series 19931997-A Pooling C Sale and Servicing Agreement is adequate consideration and the exclusive consideration to be received by the Seller or OFL Arcadia Financial for the obligations of the Seller pursuant hereto and the obligations of OFL Arcadia Financial pursuant hereto (including, without limitation, the transfer by the Seller to the Collateral Agent of the Initial Spread Account DepositDeposit with respect to Series 1997-C) and pursuant to the Series 19931997-A C Insurance Agreement. The Seller and OFL Arcadia Financial hereby agree with the Trustee and with Financial Security that payment of the Series 19931997-A C Credit Enhancement Fee to the Seller is expressly conditioned on subordination of the Series 19931997-A C Credit Enhancement Fee to payments on the Notes (if any) and Certificates of any Series, payments on the Notes of any Series, payments of amounts due to Financial Security and the other obligations of the Trusts, in each case to the extent provided in Section 4.6 of the Standard Terms and Conditions or Section 4.6 of the related Sale and Servicing Agreement, as applicable, and Section 3.03 hereof; of the Spread Account Agreement, and the Security Interest of the Secured Parties in the Series 19931997-A C Collateral is intended to effect and enforce such subordination and to provide security for the Series 19931997-A C Secured Obligations and subject to the terms hereof the Secured Obligations with respect to each other Series.

CREDIT ENHANCEMENT FEE; SERIES SUPPLEMENTS; THE COLLATERAL. Section 2.01. 2.1 SERIES 19931998-A C CREDIT ENHANCEMENT FEE. The Series 19931998-A Pooling C Sale and Servicing Agreement provides for the payment to the Seller of a the Series 19931998-A C Credit Enhancement Fee, to be paid to the Seller by distribution of such amounts to the Collateral Agent for deposit and distribution pursuant to this Agreement. The Seller and OFL Arcadia Financial hereby agree that payment of the Series 19931998-A C Credit Enhancement Fee in the manner and subject to the conditions set forth herein and in the Series 19931998-A Pooling C Sale and Servicing Agreement is adequate consideration and the exclusive consideration to be received by the Seller or OFL Arcadia Financial for the obligations of the Seller pursuant hereto and the obligations of OFL Arcadia Financial pursuant hereto (including, without limitation, the transfer by the Seller to the Collateral Agent of the Initial Spread Account DepositDeposit with respect to Series 1998-C) and pursuant to the Series 19931998-A C Insurance Agreement. The Seller and OFL Arcadia Financial hereby agree with the Trustee and with Financial Security that payment of the Series 19931998-A C Credit Enhancement Fee to the Seller is expressly conditioned on subordination of the Series 19931998-A C Credit Enhancement Fee to payments on the Notes (if any) and Certificates of any Series, payments on the Notes of any Series, payments of amounts due to Financial Security and the other obligations of the Trusts, in each case to the extent provided in Section 4.6 of the Standard Terms and Conditions or Section 4.6 of the related Sale and Servicing Agreement, as applicable, and Section 3.03 hereof; of the Spread Account Agreement, and the Security Interest of the Secured Parties in the Series 19931998-A C Collateral is intended to effect and enforce such subordination and to provide security for the Series 19931998-A C Secured Obligations and subject to the terms hereof the Secured Obligations with respect to each other Series.

CREDIT ENHANCEMENT FEE; SERIES SUPPLEMENTS; THE COLLATERAL. Section 2.01. 2.1 SERIES 19931998-A D CREDIT ENHANCEMENT FEE. The Series 19931998-A Pooling D Sale and Servicing Agreement provides for the payment to the Seller of a the Series 19931998-A D Credit Enhancement Fee, to be paid to the Seller by distribution of such amounts to the Collateral Agent for deposit and distribution pursuant to this Agreement. The Seller and OFL Arcadia Financial hereby agree that payment of the Series 19931998-A D Credit Enhancement Fee in the manner and subject to the conditions set forth herein and in the Series 19931998-A Pooling D Sale and Servicing Agreement is adequate consideration and the exclusive consideration to be received by the Seller or OFL Arcadia Financial for the obligations of the Seller pursuant hereto and the obligations of OFL Arcadia Financial pursuant hereto (including, without limitation, the transfer by the Seller to the Collateral Agent of the Initial Spread Account DepositDeposit with respect to Series 1998-D) and pursuant to the Series 19931998-A D Insurance Agreement. The Seller and OFL Arcadia Financial hereby agree with the Trustee and with Financial Security that payment of the Series 19931998-A D Credit Enhancement Fee to the Seller is expressly conditioned on subordination of the Series 19931998-A D Credit Enhancement Fee to payments on the Notes and Certificates of any Series, payments on the Notes (if any) of any Series, payments of amounts due to Financial Security and the other obligations of the Trusts, in each case to the extent provided in Section 4.6 of the Standard Terms and Conditions or Section 4.6 of the related Sale and Servicing Agreement, as applicable, and Section 3.03 hereof; of the Spread Account Agreement, and the Security Interest of the Secured Parties in the Series 19931998-A D Collateral is intended to effect and enforce such subordination and to provide security for the Series 19931998-A D Secured Obligations and subject to the terms hereof the Secured Obligations with respect to each other Series.