Common use of GRANT OF SECURITY INTEREST BY ARCADIA FINANCIAL AND THE SELLER Clause in Contracts

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 with respect to each Series, a lien on and security interest in (which lien and security interest is intended to be prior to all other liens, security interest or other encumbrances), all of its right, title and interest in and to the following (all being collectively referred to herein as the "Series 1993-A Collateral"): (i) the Series 1993-A Credit Enhancement Fee and all rights and remedies that the Seller may have to enforce payment of the Series 1993-A Credit Enhancement Fee whether under the Series 1993-A Pooling and Servicing Agreement or otherwise; (ii) the Series 1993-A Spread Account established pursuant to Section 3.01 hereof, 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 1993-A 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 Agreement, 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 Agreement, executed and filed an appropriate Uniform Commercial Code financing statement in Minnesota sufficient to assure that the Collateral Agent, as agent for the Secured Parties, has a first priority perfected security interest in all Series 1993-A Collateral which can be perfected by the filing of a financing statement.

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 with respect to each SeriesObligations, a lien on and security interest in (which lien and security interest is intended to be prior to all other liens, security interest 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 19931997-A D Collateral"): (i) the Series 19931997-A D Credit Enhancement Fee and all rights and remedies that the Seller may have to enforce payment of the Series 19931997-A D Credit Enhancement Fee whether under the Series 19931997-A Pooling D Sale and Servicing Agreement or otherwise; (ii) the Series 19931997-A D Spread Account established pursuant to Section 3.1 of this Series 1997-D Supplement and Section 3.01 hereofof 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 19931997-A D 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 AgreementSeries 1997-D 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 AgreementSeries 1997-D Supplement, executed and filed an appropriate Uniform Commercial Code financing statement in Minnesota sufficient to assure ensure that the Collateral Agent, as agent for the Secured Parties, has a first priority perfected security interest in all Series 19931997-A D Collateral which can be perfected by the filing of a financing statement.

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 with respect to each SeriesObligations, a lien on and security interest in (which lien and security interest is intended to be prior to all other liens, security interest 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 19931998-A Collateral"): (i) the Series 19931998-A Credit Enhancement Fee and all rights and remedies that the Seller may have to enforce payment of the Series 19931998-A Credit Enhancement Fee whether under the Series 19931998-A Pooling Sale and Servicing Agreement or otherwise; (ii) the Series 19931998-A Spread Account established pursuant to Section 3.1 of this Series 1998-A Supplement and Section 3.01 hereofof 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 19931998-A 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 AgreementSeries 1998-A 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 AgreementSeries 1998-A Supplement, executed and filed an appropriate Uniform Commercial Code financing statement in Minnesota sufficient to assure ensure that the Collateral Agent, as agent for the Secured Parties, has a first priority perfected security interest in all Series 19931998-A Collateral which can be perfected by the filing of a financing statement.

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 with respect to each SeriesObligations, a lien on and security interest in (which lien and security interest is intended to be prior to all other liens, security interest 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 19931999-A B Collateral"): (i) the Series 19931999-A B Credit Enhancement Fee and all rights and remedies that the Seller may have to enforce payment of the Series 19931999-A B Credit Enhancement Fee whether under the Series 19931999-A Pooling B Sale and Servicing Agreement or otherwise; (ii) the Series 19931999-A B Spread Account established pursuant to Section 3.1 of this Series 1999-B Supplement and Section 3.01 hereofof 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 19931999-A B 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 AgreementSeries 1999-B 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 AgreementSeries 1999-B Supplement, executed and filed an appropriate Uniform Commercial Code financing statement in Minnesota sufficient to assure ensure that the Collateral Agent, as agent for the Secured Parties, has a first priority perfected security interest in all Series 19931999-A B Collateral which can be perfected by the filing of a financing statement.

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 with respect to each SeriesObligations, a lien on and security interest in (which lien and security interest is intended to be prior to all other liens, security interest 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 19931997-A C Collateral"): (i) the Series 19931997-A C Credit Enhancement Fee and all rights and remedies that the Seller may have to enforce payment of the Series 19931997-A C Credit Enhancement Fee whether under the Series 19931997-A Pooling C Sale and Servicing Agreement or otherwise; (ii) the Series 19931997-A C Spread Account established pursuant to Section 3.1 of this Series 1997-C Supplement and Section 3.01 hereofof 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 19931997-A 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 AgreementSeries 1997-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 AgreementSeries 1997-C Supplement, executed and filed an appropriate Uniform Commercial Code financing statement in Minnesota sufficient to assure ensure that the Collateral Agent, as agent for the Secured Parties, has a first priority perfected security interest in all Series 19931997-A C Collateral which can be perfected by the filing of a financing statement.

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 with respect to each SeriesObligations, a lien on and security interest in (which lien and security interest is intended to be prior to all other liens, security interest 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 19931998-A B Collateral"): (i) the Series 19931998-A B Credit Enhancement Fee and all rights and remedies that the Seller may have to enforce payment of the Series 19931998-A B Credit Enhancement Fee whether under the Series 19931998-A Pooling B Sale and Servicing Agreement or otherwise; (ii) the Series 19931998-A B Spread Account established pursuant to Section 3.1 of this Series 1998-B Supplement and Section 3.01 hereofof 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 19931998-A B 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 AgreementSeries 1998-B 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 AgreementSeries 1998-B Supplement, executed and filed an appropriate Uniform Commercial Code financing statement in Minnesota sufficient to assure ensure that the Collateral Agent, as agent for the Secured Parties, has a first priority perfected security interest in all Series 19931998-A B Collateral which can be perfected by the filing of a financing statement.

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 with respect to each SeriesObligations, a lien on and security interest in (which lien and security interest is intended to be prior to all other liens, security interest 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 19931998-A D Collateral"): (i) the Series 19931998-A D Credit Enhancement Fee and all rights and remedies that the Seller may have to enforce payment of the Series 19931998-A D Credit Enhancement Fee whether under the Series 19931998-A Pooling D Sale and Servicing Agreement or otherwise; (ii) the Series 19931998-A D Spread Account established pursuant to Section 3.1 of this Series 1998-D Supplement and Section 3.01 hereofof 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 19931998-A D 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 AgreementSeries 1998-D 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 AgreementSeries 1998-D Supplement, executed and filed an appropriate Uniform Commercial Code financing statement in Minnesota sufficient to assure ensure that the Collateral Agent, as agent for the Secured Parties, has a first priority perfected security interest in all Series 19931998-A D Collateral which can be perfected by the filing of a financing statement.

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 with respect to each SeriesObligations, a lien on and security interest in (which lien and security interest is intended to be prior to all other liens, security interest 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 19931997-A B Collateral"): (i) the Series 19931997-A B Credit Enhancement Fee and all rights and remedies that the Seller may have to enforce payment of the Series 19931997-A B Credit Enhancement Fee whether under the Series 19931997-A Pooling B Sale and Servicing Agreement or otherwise; (ii) the Series 19931997-A B Spread Account established pursuant to Section 3.1 of this Series 1997-B Supplement and Section 3.01 hereofof 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 19931997-A B 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 AgreementSeries 1997-B 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 AgreementSeries 1997-B Supplement, executed and filed an appropriate Uniform Commercial Code financing statement in Minnesota sufficient to assure ensure that the Collateral Agent, as agent for the Secured Parties, has a first priority perfected security interest in all Series 19931997-A B Collateral which can be perfected by the filing of a financing statement.. ARTICEL III

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 with respect to each SeriesObligations, a lien on and security interest in (which lien and security interest is intended to be prior to all other liens, security interest 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 19931998-A E Collateral"): (i) the Series 19931998-A E Credit Enhancement Fee and all rights and remedies that the Seller may have to enforce payment of the Series 19931998-A E Credit Enhancement Fee whether under the Series 19931998-A Pooling E Sale and Servicing Agreement or otherwise; (ii) the Series 19931998-A E Spread Account established pursuant to Section 3.1 of this Series 1998-E Supplement and Section 3.01 hereofof 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 19931998-A E 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 AgreementSeries 1998-E 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 AgreementSeries 1998-E Supplement, executed and filed an appropriate Uniform Commercial Code financing statement in Minnesota sufficient to assure ensure that the Collateral Agent, as agent for the Secured Parties, has a first priority perfected security interest in all Series 19931998-A E Collateral which can be perfected by the filing of a financing statement.

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 with respect to each SeriesObligations, a lien on and security interest in (which lien and security interest is intended to be prior to all other liens, security interest 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 19931999-A Collateral"): (i) the Series 19931999-A Credit Enhancement Fee and all rights and remedies that the Seller may have to enforce payment of the Series 19931999-A Credit Enhancement Fee whether under the Series 19931999-A Pooling Sale and Servicing Agreement or otherwise; (ii) the Series 19931999-A Spread Account established pursuant to Section 3.1 of this Series 1999-A Supplement and Section 3.01 hereofof 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 19931999-A 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 AgreementSeries 1999-A 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 AgreementSeries 1999-A Supplement, executed and filed an appropriate Uniform Commercial Code financing statement in Minnesota sufficient to assure ensure that the Collateral Agent, as agent for the Secured Parties, has a first priority perfected security interest in all Series 19931999-A Collateral which can be perfected by the filing of a financing statement.

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 with respect to each SeriesObligations, a lien on and security interest in (which lien and security interest is intended to be prior to all other liens, security interest 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 19931998-A C Collateral"): (i) the Series 19931998-A C Credit Enhancement Fee and all rights and remedies that the Seller may have to enforce payment of the Series 19931998-A C Credit Enhancement Fee whether under the Series 19931998-A Pooling C Sale and Servicing Agreement or otherwise; (ii) the Series 19931998-A C Spread Account established pursuant to Section 3.1 of this Series 1998-C Supplement and Section 3.01 hereofof 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 19931998-A 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 AgreementSeries 1998-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 AgreementSeries 1998-C Supplement, executed and filed an appropriate Uniform Commercial Code financing statement in Minnesota sufficient to assure ensure that the Collateral Agent, as agent for the Secured Parties, has a first priority perfected security interest in all Series 19931998-A C Collateral which can be perfected by the filing of a financing statement. ARTCILE III.