Common use of Financial Security's Direction Upon Servicer Default Clause in Contracts

Financial Security's Direction Upon Servicer Default. (a) So long as no Financial Security Insolvency has occurred and no Financial Security Default has occurred and is continuing, if there exists any Servicer Default pursuant to Section 8.01 of the Sale and Servicing Agreement, Financial Security shall, notwithstanding the provisions of Article VIII of the Sale and Servicing Agreement, have the sole right to direct the Indenture Trustee as to any and all actions to be taken under the Indenture or the Sale and Servicing Agreement, as applicable, including, without limitation, all actions with respect to (i) the giving of directions to the Master Servicer and any Subservicer with respect to the servicing of the Contracts and any of the respective obligations of the Company under the Sale and Servicing Agreement, (ii) the exercise of all rights, remedies, powers, privileges and claims against any obligor under the Sale and Servicing Agreement and (iii) the giving or withholding of all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to the Indenture or the Sale and Servicing Agreement, as applicable, in each case to the same extent as the Noteholders or the Certificateholders might do but for the collateral assignment and security interests granted to Financial Security hereunder, provided, however, that the Indenture Trustee, without obtaining the consent or direction of Financial Security, may at all times take any action permitted or required to be taken by it under the terms of the Indenture or as a fiduciary in order to protect the Indenture Trustee's, the Noteholders' and the Certificateholders' interest in the Trust Estate or to preserve any available claims against the Company on behalf of the Noteholders and the Certificateholders. Financial Security shall indemnify the Indenture Trustee in full for any costs and expenses incurred (including the reasonable fees and expenses of the Indenture Trustee's counsel) in connection with the Indenture Trustee's due performance of directions pursuant to this subsection (a) or in connection with any inaction of the Indenture Trustee as a result of a direction from Financial Security at any time when Financial Security holds the right to direct the Indenture Trustee as provided for in this paragraph (a). (b) Financial Security shall not unreasonably withhold any consent required of it under the Sale and Servicing Agreement or the Indenture, as applicable, and shall promptly respond when any approval or consent is required of it under the Sale or Servicing Agreement and the Indenture, as applicable. (c) Notwithstanding any provision of the Sale and Servicing Agreement or the Indenture, as applicable, to the contrary, so long as no Financial Security Insolvency has occurred and no Financial Security Default has occurred and is continuing, (i) without the prior written consent of Financial Security, the Owner Trustee shall not (A) terminate the rights and powers of the Master Servicer pursuant to Section 8.01 of the Sale and Servicing Agreement or (B) waive any Servicer Default thereunder; (ii) without the prior written consent of Financial Security, (A) neither the Company nor the Trust shall cause to be appointed any successor Indenture Trustee, and, (B) neither the Indenture Trustee nor the Administrator shall cause to be appointed any Co-Trustee under the Indenture; (iii) without the prior written consent of Financial Security, neither the Company or WFS nor the Owner Trustee or the Indenture Trustee shall appoint new Independent Accountants; (iv) without the prior written consent of Financial Security, neither the Company or WFS nor the Owner Trustee or the Indenture Trustee shall consent to the amendment of or supplement to any of the Transaction Agreements; and (v) Financial Security shall have the power to direct the actions to be taken by the Company pursuant to Section 3.02 of the Sale and Servicing Agreement. (d) Financial Security agrees that, until such time that all required payments shall have been made with respect to the Notes and the Certificates, the security interest in the Collateral granted to Financial Security under this Agreement shall be junior and subordinate to the interest of the Indenture Trustee and the Securityholders. Financial Security further agrees that, until such time that all required payments shall have been made with respect to the Notes and the Certificates, neither Financial Security nor any Person acting on its behalf may take any action to foreclose or otherwise pursue remedies with respect to the Collateral other than in accordance with the Sale and Servicing Agreement and the Indenture.

Financial Security's Direction Upon Servicer Default. (a) So long as no Financial Security Insurer Insolvency has occurred and no Financial Security Insurer Default has occurred and is continuing, if there exists any Servicer Default pursuant to Section 8.01 of the Sale and Servicing Agreement, Financial Security shall, notwithstanding the provisions of Article VIII of the Sale and Servicing Agreement, have the sole right to direct the Indenture Trustee as to any and all actions to be taken under the Indenture or the Sale and Servicing Agreement, as applicable, including, without limitation, all actions with respect to (i) the giving of directions to the Master Servicer and any Subservicer with respect to the servicing of the Contracts and any of the respective obligations of the Company WFSRC under the Sale and Servicing Agreement, (ii) the exercise of all rights, remedies, powers, privileges and claims against any obligor under the Sale and Servicing Agreement and (iii) the giving or withholding of all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to the Indenture or the Sale and Servicing Agreement, as applicable, in each case to the same extent as the Noteholders or the Certificateholders might do but for the collateral assignment and security interests granted to Financial Security hereunder, provided, however, that the Indenture Trustee, without obtaining the consent or direction of Financial Security, may at all times take any action permitted or required to be taken by it under the terms of the Indenture or as a fiduciary in order to protect the Indenture Trustee's, the Noteholders' and the Certificateholders' interest in the Trust Estate or to preserve any available claims against the Company WFSRC on behalf of the Noteholders and the Certificateholders. Financial Security shall indemnify the Indenture Trustee in full for any costs and expenses incurred (including the reasonable fees and expenses of the Indenture Trustee's counsel) in connection with the Indenture Trustee's due performance of directions pursuant to this subsection (a) or in connection with any inaction of the Indenture Trustee as a result of a direction from Financial Security at any time when Financial Security holds the right to direct the Indenture Trustee as provided for in this paragraph (a). (b) Financial Security shall not unreasonably withhold any consent required of it under the Sale and Servicing Agreement or the Indenture, as applicable, and shall promptly respond when any approval or consent is required of it under the Sale or Servicing Agreement and the Indenture, as applicable. (c) Notwithstanding any provision of the Sale and Servicing Agreement or the Indenture, as applicable, to the contrary, so long as no Financial Security Insurer Insolvency has occurred and no Financial Security Insurer Default has occurred and is continuing, (i) without the prior written consent of Financial Security, the Owner Trustee shall not (A) terminate the rights and powers of the Master Servicer pursuant to Section 8.01 of the Sale and Servicing Agreement or (B) waive any Servicer Default thereunder; (ii) without the prior written consent of Financial Security, (A) neither the Company WFSRC nor the Trust shall cause to be appointed any successor Indenture Trustee, and, (B) neither the Indenture Trustee nor the Administrator shall cause to be appointed any Co-Trustee under the Indenture; (iii) without the prior written consent of Financial Security, neither the Company WFSRC, or WFS nor the Owner Trustee or the Indenture Trustee shall appoint new Independent Accountants; (iv) without the prior written consent of Financial Security, neither the Company WFSRC or WFS nor the Owner Trustee or the Indenture Trustee shall consent to the amendment of or supplement to any of the Transaction Agreements; and (v) Financial Security shall have the power to direct the actions to be taken by the Company WFSRC pursuant to Section 3.02 of the Sale and Servicing Agreement. (d) Financial Security agrees that, until such time that all required payments shall have been made with respect to the Notes and the CertificatesNotes, the security interest in the Collateral granted to Financial Security under this Agreement shall be junior and subordinate to the interest of the Indenture Trustee and the SecurityholdersNoteholders. Financial Security further agrees that, until such time that all required payments shall have been made with respect to the Notes and the CertificatesNotes, neither Financial Security nor any Person acting on its behalf may take any action to foreclose or otherwise pursue remedies with respect to the Collateral other than in accordance with the Sale and Servicing Agreement and the Indenture.

Financial Security's Direction Upon Servicer Default. (a) So long as no Financial Security Insolvency has occurred and no Financial Security Default has occurred and is continuing, if there exists any Servicer Default pursuant to Section 8.01 of the Sale and Servicing Agreement, Financial Security shall, notwithstanding the provisions of Article VIII of the Sale and Servicing Agreement, have the sole right to direct the Indenture Trustee as to any and all actions to be taken under the Indenture or the Sale and Servicing Agreement, as applicable, including, without limitation, all actions with respect to (i) the giving of directions to the Master Servicer and any Subservicer with respect to the servicing of the Contracts and any of the respective obligations of the Company under the Sale and Servicing Agreement, (ii) the exercise of all rights, remedies, powers, privileges and claims against any obligor under the Sale and Servicing Agreement and (iii) the giving or withholding of all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to the Indenture or the Sale and Servicing Agreement, as applicable, in each case to the same extent as the Noteholders or the Certificateholders might do but for the collateral assignment and security interests granted to Financial Security hereunder, provided, however, that the Indenture Trustee, without obtaining the consent or direction of Financial Security, may at all times take any action permitted or required to be taken by it under the terms of the Indenture or as a fiduciary in order to protect the Indenture Trustee's, the Noteholders' and the Certificateholders' interest in the Trust Estate or to preserve any available claims against the Company on behalf of the Noteholders and the Certificateholders. Financial Security shall indemnify the Indenture Trustee in full for any costs and expenses incurred (including the reasonable fees and expenses of the Indenture Trustee's counsel) in connection with the Indenture Trustee's due performance of directions pursuant to this subsection (a) or in connection with any inaction of the Indenture Trustee as a result of a direction from Financial Security at any time when Financial Security holds the right to direct the Indenture Trustee as provided for in this paragraph (a). (b) Financial Security shall not unreasonably withhold any consent required of it under the Sale and Servicing Agreement or the Indenture, as applicable, and shall promptly respond when any approval or consent is required of it under the Sale or Servicing Agreement and the Indenture, as applicable. (c) Notwithstanding any provision of the Sale and Servicing Agreement or the Indenture, as applicable, to the contrary, so long as no Financial Security Insolvency has occurred and no Financial Security Default has occurred and is continuing, (i) without the prior written consent of Financial Security, the Owner Trustee shall not (A) terminate the rights and powers of the Master Servicer pursuant to Section 8.01 of the Sale and Servicing Agreement or (B) waive any Servicer Default thereunder; (ii) without the prior written consent of Financial Security, (A) neither the Company nor the Trust shall cause to be appointed any successor Indenture Trustee, and, (B) neither the Indenture Trustee nor the Administrator shall cause to be appointed any Co-Trustee under the Indenture; (iii) without the prior written consent of Financial Security, neither the Company or WFS nor the Owner Trustee or the Indenture Trustee shall appoint new Independent Accountants; (iv) without the prior written consent of Financial Security, neither the Company or WFS nor the Owner Trustee or the Indenture Trustee shall consent to the amendment of or supplement to any of the Transaction Agreements; and (v) Financial Security shall have the power to direct the actions to be taken by the Company pursuant to Section 3.02 of the Sale and Servicing Agreement. (d) Financial Security agrees that, until such time that all required payments shall have been made with respect to the Notes and the Certificates, the security interest in the Collateral granted to Financial Security under this Agreement shall be junior and subordinate to the interest of the Indenture Trustee and the Securityholders. Financial Security further agrees that, until such time that all required payments shall have been made with respect to the Notes and the Certificates, neither Financial Security nor any Person acting on its behalf may take any action to foreclose or otherwise pursue remedies with respect to the Collateral other than in accordance with the Sale and Servicing Agreement and the Indenture.due

Financial Security's Direction Upon Servicer Default. (a) So long as no Financial Security Insolvency has occurred and no Financial Security Default has occurred and is continuing, if there exists any Servicer Default pursuant to Section 8.01 of the Sale and Servicing Agreement, Financial Security shall, notwithstanding the provisions of Article VIII of the Sale and Servicing Agreement, have the sole right to direct the Indenture Trustee as to any and all actions to be taken under the Indenture or the Sale and Servicing Agreement, as applicable, including, without limitation, all actions with respect to (i) the giving of directions to the Master Servicer and any Subservicer with respect to the servicing of the Contracts and any of the respective obligations of the Company Seller under the Sale and Servicing Agreement, (ii) the exercise of all rights, remedies, powers, privileges and claims against any obligor under the Sale and Servicing Agreement and (iii) the giving or withholding of all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to the Indenture or the Sale and Servicing Agreement, as applicable, in each case to the same extent as the Noteholders or the Certificateholders might do but for the collateral assignment and security interests granted to Financial Security hereunder, provided, however, that the Indenture Trustee, without obtaining the consent or direction of Financial Security, may at all times take any action permitted or required to be taken by it under the terms of the Indenture or as a fiduciary in order to protect the Indenture Trustee's, the Noteholders' and the Certificateholders' interest in the Trust Estate or to preserve any available claims against the Company Seller on behalf of the Noteholders and the Certificateholders. Financial Security shall indemnify the Indenture Trustee in full for any costs and expenses incurred (including the reasonable fees and expenses of the Indenture Trustee's counsel) in connection with the Indenture Trustee's due performance of directions pursuant to this subsection (a) or in connection with any inaction of the Indenture Trustee as a result of a direction from Financial Security at any time when Financial Security holds the right to direct the Indenture Trustee as provided for in this paragraph (a). (b) Financial Security shall not unreasonably withhold any consent required of it under the Sale and Servicing Agreement or the Indenture, as applicable, and shall promptly respond when any approval or consent is required of it under the Sale or Servicing Agreement and the Indenture, as applicable. (c) Notwithstanding any provision of the Sale and Servicing Agreement or the Indenture, as applicable, to the contrary, so long as no Financial Security Insolvency has occurred and no Financial Security Default has occurred and is continuing, (i) without the prior written consent of Financial Security, the Owner Trustee shall not (A) terminate the rights and powers of the Master Servicer pursuant to Section 8.01 of the Sale and Servicing Agreement or (B) waive any Servicer Default thereunder; (ii) without the prior written consent of Financial Security, (A) neither the Company nor the Trust shall cause to be appointed any successor Indenture Trustee, and, (B) neither the Indenture Trustee nor the Administrator shall cause to be appointed any Co-Trustee under the Indenture; (iii) without the prior written consent of Financial Security, neither the Company or WFS nor the Owner Trustee or the Indenture Trustee shall appoint new Independent Accountants; (iv) without the prior written consent of Financial Security, neither the Company or WFS nor the Owner Trustee or the Indenture Trustee shall consent to the amendment of or supplement to any of the Transaction Agreements; and (v) Financial Security shall have the power to direct the actions to be taken by the Company pursuant to Section 3.02 of the Sale and Servicing Agreement. (d) Financial Security agrees that, until such time that all required payments shall have been made with respect to the Notes and the Certificates, the security interest in the Collateral granted to Financial Security under this Agreement shall be junior and subordinate to the interest of the Indenture Trustee and the Securityholders. Financial Security further agrees that, until such time that all required payments shall have been made with respect to the Notes and the Certificates, neither Financial Security nor any Person acting on its behalf may take any action to foreclose or otherwise pursue remedies with respect to the Collateral other than in accordance with the Sale and Servicing Agreement and the Indenture.due

Financial Security's Direction Upon Servicer Default. (a) So long as no Financial Security Insolvency has occurred and no Financial Security Default has occurred and is continuing, if there exists any Servicer Default pursuant to Section 8.01 of the Sale and Servicing Agreement, Financial Security shall, notwithstanding the provisions of Article VIII of the Sale and Servicing Agreement, have the sole right to direct the Indenture Trustee as to any and all actions to be taken under the Indenture or the Sale and Servicing Agreement, as applicable, including, without limitation, all actions with respect to (i) the giving of directions to the Master Servicer and any Subservicer with respect to the servicing of the Contracts and any of the respective obligations of the Company under the Sale and Servicing Agreement, (ii) the exercise of all rights, remedies, powers, privileges and claims against any obligor under the Sale and Servicing Agreement and (iii) the giving or withholding of all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to the Indenture or the Sale and Servicing Agreement, as applicable, in each case to the same extent as the Noteholders or the Certificateholders might do but for the collateral assignment and security interests granted to Financial Security hereunder, provided, however, that the Indenture Trustee, without obtaining the consent or direction of Financial Security, may at all times take any action permitted or required to be taken by it under the terms of the Indenture or as a fiduciary in order to protect the Indenture Trustee's, the Noteholders' and the Certificateholders' interest in the Trust Estate or to preserve any available claims against the Company on behalf of the Noteholders and the Certificateholders. Financial Security shall indemnify the Indenture Trustee in full for any costs and expenses incurred (including the reasonable fees and expenses of the Indenture Trustee's counsel) in connection with the Indenture Trustee's due performance of directions pursuant to this subsection (a) or in connection with any inaction of the Indenture Trustee as a result of a direction from Financial Security at any time when Financial Security holds the right to direct the Indenture Trustee as provided for in this paragraph (a). (b) Financial Security shall not unreasonably withhold any consent required of it under the Sale and Servicing Agreement or the Indenture, as applicable, and shall promptly respond when any approval or consent is required of it under the Sale or Servicing Agreement and the Indenture, as applicable. (c) Notwithstanding any provision of the Sale and Servicing Agreement or the Indenture, as applicable, to the contrary, so long as no Financial Security Insolvency has occurred and no Financial Security Default has occurred and is continuing, (i) without the prior written consent of Financial Security, the Owner Trustee shall not (A) terminate the rights and powers of the Master Servicer pursuant to Section 8.01 of the Sale and Servicing Agreement or (B) waive any Servicer Default thereunder; (ii) without the prior written consent of Financial Security, (A) neither the Company nor the Trust shall cause to be appointed any successor Indenture Trustee, and, (B) neither the Indenture Trustee nor the Administrator shall cause to be appointed any Co-Trustee under the Indenture; (iii) without the prior written consent of Financial Security, neither the Company or WFS nor the Owner Trustee or the Indenture Trustee shall appoint new Independent Accountants; (iv) without the prior written consent of Financial Security, neither the Company or WFS nor the Owner Trustee or the Indenture Trustee shall consent to the amendment of or supplement to any of the Transaction Agreements; and (v) Financial Security shall have the power to direct the actions to be taken by the Company pursuant to Section 3.02 of the Sale and Servicing Agreement. (d) Financial Security agrees that, until such time that all required payments shall have been made with respect to the Notes and the Certificates, the security interest in the Collateral granted to Financial Security under this Agreement shall be junior and subordinate to the interest of the Indenture Trustee and the Securityholders. Financial Security further agrees that, until such time that all required payments shall have been made with respect to the Notes and the Certificates, neither Financial Security nor any Person acting on its behalf may take any action to foreclose or otherwise pursue remedies with respect to the Collateral other than in accordance with the Sale and Servicing Agreement and the Indenture.Financial

Financial Security's Direction Upon Servicer Default. (a) So long as no Financial Security Insolvency has occurred and no Financial Security Default has occurred and is continuing, if there exists any Servicer Default pursuant to Section 8.01 of the Sale and Servicing Agreement, Financial Security shall, notwithstanding the provisions of Article VIII of the Sale and Servicing Agreement, have the sole right to direct the Indenture Trustee as to any and all actions to be taken under the Indenture or the Sale and Servicing Agreement, as applicable, including, without limitation, all actions with respect to (i) the giving of directions to the Master Servicer and any Subservicer with respect to the servicing of the Contracts and any of the respective obligations of the Company under the Sale and Servicing Agreement, (ii) the exercise of all rights, remedies, powers, privileges and claims against any obligor under the Sale and Servicing Agreement and (iii) the giving or withholding of all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to the Indenture or the Sale and Servicing Agreement, as applicable, in each case to the same extent as the Noteholders or the Certificateholders might do but for the collateral assignment and security interests granted to Financial Security hereunder, provided, however, that the Indenture Trustee, without obtaining the consent or direction of Financial Security, may at all times take any action permitted or required to be taken by it under the terms of the Indenture or as a fiduciary in order to protect the Indenture Trustee's, the Noteholders' and the Certificateholders' interest in the Trust Estate or to preserve any available claims against the Company on behalf of the Noteholders and the Certificateholders. Financial Security shall indemnify the Indenture Trustee in full for any costs and expenses incurred (including the reasonable fees and expenses of the Indenture Trustee's counsel) in connection with the Indenture Trustee's due performance of directions pursuant to this subsection (a) or in connection with any inaction of the Indenture Trustee as a result of a direction from Financial Security at any time when Financial 52 Security holds the right to direct the Indenture Trustee as provided for in this paragraph (a). (b) Financial Security shall not unreasonably withhold any consent required of it under the Sale and Servicing Agreement or the Indenture, as applicable, and shall promptly respond when any approval or consent is required of it under the Sale or Servicing Agreement and the Indenture, as applicable. (c) Notwithstanding any provision of the Sale and Servicing Agreement or the Indenture, as applicable, to the contrary, so long as no Financial Security Insolvency has occurred and no Financial Security Default has occurred and is continuing, (i) without the prior written consent of Financial Security, the Owner Trustee shall not (A) terminate the rights and powers of the Master Servicer pursuant to Section 8.01 of the Sale and Servicing Agreement or (B) waive any Servicer Default thereunder; (ii) without the prior written consent of Financial Security, (A) neither the Company nor the Trust shall cause to be appointed any successor Indenture Trustee, and, (B) neither the Indenture Trustee nor the Administrator shall cause to be appointed any Co-Trustee under the Indenture; (iii) without the prior written consent of Financial Security, neither the Company or WFS nor the Owner Trustee or the Indenture Trustee shall appoint new Independent Accountants; (iv) without the prior written consent of Financial Security, neither the Company or WFS nor the Owner Trustee or the Indenture Trustee shall consent to the amendment of or supplement to any of the Transaction Agreements; and (v) Financial Security shall have the power to direct the actions to be taken by the Company pursuant to Section 3.02 3.02(a) of the Sale and Servicing Agreement. (d) Financial Security agrees that, until such time that all required payments shall have been made with respect to the Notes and the Certificates, the security interest in the Collateral granted to Financial Security under this Agreement shall be junior and subordinate to the interest of the Indenture Trustee and the Securityholders. Financial Security further agrees that, until such time that all required payments shall have been made with respect to the Notes and the Certificates, neither Financial Security nor any Person acting on its behalf may take any action to foreclose or otherwise pursue remedies with respect to the Collateral other than in accordance with the Sale and Servicing Agreement and the Indenture.

Financial Security's Direction Upon Servicer Default. (a) So long as no Financial Security Insolvency has occurred and no Financial Security Default has occurred and is continuing, if there exists any Servicer Default pursuant to Section 8.01 of the Sale and Servicing Agreement, Financial Security shall, notwithstanding the provisions of Article VIII of the Sale and Servicing Agreement, have the sole right to direct the Indenture Trustee as to any and all actions to be taken under the Indenture or the Sale and Servicing Agreement, as applicable, including, without limitation, all actions with respect to (i) the giving of directions to the Master Servicer and any Subservicer with respect to the servicing of the Contracts and any of the respective obligations of the Company WFAL and WFSRC under the Sale and Servicing Agreement, (ii) the exercise of all rights, remedies, powers, privileges and claims against any obligor under the Sale and Servicing Agreement and (iii) the giving or withholding of all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to the Indenture or the Sale and Servicing Agreement, as applicable, in each case to the same extent as the Noteholders or the Certificateholders might do but for the collateral assignment and security interests granted to Financial Security hereunder, provided, however, that the Indenture Trustee, without obtaining the consent or direction of Financial Security, may at all times take any action permitted or required to be taken by it under the terms of the Indenture or as a fiduciary in order to protect the Indenture Trustee's, the Noteholders' and the Certificateholders' interest in the Trust Estate or to preserve any available claims against the Company WFAL and WFSRC on behalf of the Noteholders and the Certificateholders. Financial Security shall indemnify the Indenture Trustee in full for any costs and expenses incurred (including the reasonable fees and expenses of the Indenture Trustee's counsel) in connection with the Indenture Trustee's due performance of directions pursuant to this subsection (a) or in connection with any inaction of the Indenture Trustee as a result of a direction from Financial Security at any time when Financial Security holds the right to direct the Indenture Trustee as provided for in this paragraph (a). (b) Financial Security shall not unreasonably withhold any consent required of it under the Sale and Servicing Agreement or the Indenture, as applicable, and shall promptly respond when any approval or consent is required of it under the Sale or Servicing Agreement and the Indenture, as applicable. (c) Notwithstanding any provision of the Sale and Servicing Agreement or the Indenture, as applicable, to the contrary, so long as no Financial Security Insolvency has occurred and no Financial Security Default has occurred and is continuing, (i) without the prior written consent of Financial Security, the Owner Trustee shall not (A) terminate the rights and powers of the Master Servicer pursuant to Section 8.01 of the Sale and Servicing Agreement or (B) waive any Servicer Default thereunder; (ii) without the prior written consent of Financial Security, (A) neither the Company nor the Trust shall cause to be appointed any successor Indenture Trustee, and, (B) neither the Indenture Trustee nor the Administrator shall cause to be appointed any Co-Trustee under the Indenture; (iii) without the prior written consent of Financial Security, neither the Company or WFS nor the Owner Trustee or the Indenture Trustee shall appoint new Independent Accountants; (iv) without the prior written consent of Financial Security, neither the Company or WFS nor the Owner Trustee or the Indenture Trustee shall consent to the amendment of or supplement to any of the Transaction Agreements; and (v) Financial Security shall have the power to direct the actions to be taken by the Company pursuant to Section 3.02 of the Sale and Servicing Agreement. (d) Financial Security agrees that, until such time that all required payments shall have been made with respect to the Notes and the Certificates, the security interest in the Collateral granted to Financial Security under this Agreement shall be junior and subordinate to the interest of the Indenture Trustee and the Securityholders. Financial Security further agrees that, until such time that all required payments shall have been made with respect to the Notes and the Certificates, neither Financial Security nor any Person acting on its behalf may take any action to foreclose or otherwise pursue remedies with respect to the Collateral other than in accordance with the Sale and Servicing Agreement and the Indenture.the

Financial Security's Direction Upon Servicer Default. (a) So long as no Financial Security Insolvency has occurred and no Financial Security Default has occurred and is continuing, if there exists any Servicer Default pursuant to Section 8.01 of the Sale and Servicing Agreement, Financial Security shall, notwithstanding the provisions of Article VIII of the Sale and Servicing Agreement, have the sole right to direct the Indenture Trustee as to any and all actions to be taken under the Indenture or the Sale and Servicing Agreement, as applicable, including, without limitation, all actions with respect to (i) the giving of directions to the Master Servicer and any Subservicer with respect to the servicing of the Contracts and any of the respective obligations of the Company WFSRC under the Sale and Servicing Agreement, (ii) the exercise of all rights, remedies, powers, privileges and claims against any obligor under the Sale and Servicing Agreement and (iii) the giving or withholding of all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to the Indenture or the Sale and Servicing Agreement, as applicable, in each case to the same extent as the Noteholders or the Certificateholders might do but for the collateral assignment and security interests granted to Financial Security hereunder, provided, however, that the Indenture Trustee, without obtaining the consent or direction of Financial Security, may at all times take any action permitted or required to be taken by it under the terms of the Indenture or as a fiduciary in order to protect the Indenture Trustee's, the Noteholders' and the Certificateholders' interest in the Trust Estate or to preserve any available claims against the Company WFSRC on behalf of the Noteholders and the Certificateholders. Financial Security shall indemnify the Indenture Trustee in full for any costs and expenses incurred (including the reasonable fees and expenses of the Indenture Trustee's counsel) in connection with the Indenture Trustee's due performance of directions pursuant to this subsection (a) or in connection with any inaction of the Indenture Trustee as a result of a direction from Financial Security at any time when Financial Security holds the right to direct the Indenture Trustee as provided for in this paragraph (a). (b) Financial Security shall not unreasonably withhold any consent required of it under the Sale and Servicing Agreement or the Indenture, as applicable, and shall promptly respond when any approval or consent is required of it under the Sale or Servicing Agreement and the Indenture, as applicable. (c) Notwithstanding any provision of the Sale and Servicing Agreement or the Indenture, as applicable, to the contrary, so long as no Financial Security Insolvency has occurred and no Financial Security Default has occurred and is continuing, (i) without the prior written consent of Financial Security, the Owner Trustee shall not (A) terminate the rights and powers of the Master Servicer pursuant to Section 8.01 of the Sale and Servicing Agreement or (B) waive any Servicer Default thereunder; (ii) without the prior written consent of Financial Security, (A) neither the Company WFSRC nor the Trust shall cause to be appointed any successor Indenture Trustee, and, (B) neither the Indenture Trustee nor the Administrator shall cause to be appointed any Co-Trustee under the Indenture; (iii) without the prior written consent of Financial Security, neither the Company WFSRC, or WFS nor the Owner Trustee or the Indenture Trustee shall appoint new Independent Accountants; (iv) without the prior written consent of Financial Security, neither the Company WFSRC or WFS nor the Owner Trustee or the Indenture Trustee shall consent to the amendment of or supplement to any of the Transaction Agreements; and (v) Financial Security shall have the power to direct the actions to be taken by the Company WFSRC pursuant to Section 3.02 of the Sale and Servicing Agreement. (d) Financial Security agrees that, until such time that all required payments shall have been made with respect to the Notes and the CertificatesNotes, the security interest in the Collateral granted to Financial Security under this Agreement shall be junior and subordinate to the interest of the Indenture Trustee and the SecurityholdersNoteholders. Financial Security further agrees that, until such time that all required payments shall have been made with respect to the Notes and the CertificatesNotes, neither Financial Security nor any Person acting on its behalf may take any action to foreclose or otherwise pursue remedies with respect to the Collateral other than in accordance with the Sale and Servicing Agreement and the Indenture.

Financial Security's Direction Upon Servicer Default. (a) So long as no Financial Security Insurer Insolvency has occurred and no Financial Security Insurer Default has occurred and is continuing, if there exists any Servicer Default pursuant to Section 8.01 of the Sale and Servicing Agreement, Financial Security shall, notwithstanding the provisions of Article VIII of the Sale and Servicing Agreement, have the sole right to direct the Indenture Trustee as to any and all actions to be taken under the Indenture or the Sale and Servicing Agreement, as applicable, including, without limitation, all actions with respect to (i) the giving of directions to the Master Servicer and any Subservicer with respect to the servicing of the Contracts and any of the respective obligations of the Company WFSRC2 under the Sale and Servicing Agreement, (ii) the exercise of all rights, remedies, powers, privileges and claims against any obligor under the Sale and Servicing Agreement and (iii) the giving or withholding of all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to the Indenture or the Sale and Servicing Agreement, as applicable, in each case to the same extent as the Noteholders or the Certificateholders might do but for the collateral assignment and security interests granted to Financial Security hereunder, provided, however, that the Indenture Trustee, without obtaining the consent or direction of Financial Security, may at all times take any action permitted or required to be taken by it under the terms of the Indenture or as a fiduciary in order to protect the Indenture Trustee's, the Noteholders' and the Certificateholders' interest in the Trust Estate or to preserve any available claims against the Company WFSRC2 on behalf of the Noteholders and the Certificateholders. Financial Security shall indemnify the Indenture Trustee in full for any costs and expenses incurred (including the reasonable fees and expenses of the Indenture Trustee's counsel) in connection with the Indenture Trustee's due performance of directions pursuant to this subsection (a) or in connection with any inaction of the Indenture Trustee as a result of a direction from Financial Security at any time when Financial Security holds the right to direct the Indenture Trustee as provided for in this paragraph (a). (b) Financial Security shall not unreasonably withhold any consent required of it under the Sale and Servicing Agreement or the Indenture, as applicable, and shall promptly respond when any approval or consent is required of it under the Sale or Servicing Agreement and the Indenture, as applicable. (c) Notwithstanding any provision of the Sale and Servicing Agreement or the Indenture, as applicable, to the contrary, so long as no Financial Security Insurer Insolvency has occurred and no Financial Security Insurer Default has occurred and is continuing, (i) without the prior written consent of Financial Security, the Owner Trustee shall not (A) terminate the rights and powers of the Master Servicer pursuant to Section 8.01 of the Sale and Servicing Agreement or (B) waive any Servicer Default thereunder; (ii) without the prior written consent of Financial Security, (A) neither the Company WFSRC2 nor the Trust shall cause to be appointed any successor Indenture Trustee, and, (B) neither the Indenture Trustee nor the Administrator shall cause to be appointed any Co-Trustee under the Indenture; (iii) without the prior written consent of Financial Security, neither the Company or WFS nor none of WFSRC2, Westcorp, WFS, the Owner Trustee or the Indenture Trustee shall appoint new Independent Accountants; (iv) without the prior written consent of Financial Security, neither the Company or WFS nor none of WFSRC2, Westcorp, WFS, the Owner Trustee or the Indenture Trustee shall consent to the amendment of or supplement to any of the Transaction Agreements; and (v) Financial Security shall have the power to direct the actions to be taken by the Company WFSRC2 pursuant to Section 3.02 of the Sale and Servicing Agreement. (d) Financial Security agrees that, until such time that all required payments shall have been made with respect to the Notes and the CertificatesNotes, the security interest in the Collateral granted to Financial Security under this Agreement shall be junior and subordinate to the interest of the Indenture Trustee and the SecurityholdersNoteholders. Financial Security further agrees that, until such time that all required payments shall have been made with respect to the Notes and the CertificatesNotes, neither Financial Security nor any Person acting on its behalf may take any action to foreclose or otherwise pursue remedies with respect to the Collateral other than in accordance with the Sale and Servicing Agreement and the Indenture.