Common use of GRANTING CLAUSE Clause in Contracts

GRANTING CLAUSE. The Issuing Entity hereby Grants to the Indenture Trustee at the Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, all of the Issuing Entity’s right, title and interest, whether now or hereafter acquired, and wherever located, in and to (a) the Receivables identified on the SSA Assignment (all of which are identified in World Omni’s computer files by a code indicating that such Receivables are owned by the Issuing Entity and pledged to the Indenture Trustee) and all monies received thereon and in respect thereof after the Cutoff Date; (b) the security interests in, and the liens on, the Financed Vehicles granted by Obligors in connection with the Receivables and any other interest of the Issuing Entity in such Financed Vehicles; (c) any proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors; (d) any Financed Vehicle that shall have secured a Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer or the Issuing Entity; (e) all right, title and interest in all funds on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as from time to time in effect) credited to, the Trust Accounts, including the Reserve Account, from time to time, including the Reserve Account Initial Deposit, and in all investments and proceeds thereof (including all income thereon); (f) the Receivables Purchase Agreement, including the RPA Assignment, and the Sale and Servicing Agreement, including the SSA Assignment (including the Issuing Entity’s right to cause World Omni, the Servicer or the Depositor to repurchase Receivables from the Issuing Entity under certain circumstances described therein); (g) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the UCC) constituting or relating to the foregoing; and (h) all proceeds of any and all of the foregoing and all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments, general intangibles and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing; provided, however, that the foregoing items (a) through (i) shall not include the Notes and Trust Certificates (collectively, the “Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as Indenture Trustee on behalf of the Holders of the Notes, acknowledges such Grant, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture in accordance with the provisions of this Indenture.

GRANTING CLAUSE. The Issuing Entity Issuer hereby Grants to the Indenture Trustee at the Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, all of the Issuing EntityIssuer’s right, title and interestinterest in and to, whether now owned or hereafter acquired, now existing or hereafter arising and wherever located, in and to located (a) the Receivables identified listed on the SSA Assignment (all of which are identified in World Omni’s computer files by a code indicating that such Receivables are owned by the Issuing Entity and pledged to the Indenture Trustee) Schedule A and all monies moneys received thereon and in respect thereof on or after the Cutoff Date; (b) the security interests in, and the liens on, in the Financed Vehicles and any accessions thereto granted by Obligors in connection with pursuant to the Receivables and any other interest of the Issuing Entity Depositor in such Financed Vehicles; (c) any Liquidation Proceeds and any other proceeds with respect to the Receivables from claims on any physical damage, credit credit, life or disability insurance policies covering Financed Vehicles or the related Obligors, including any vendor’s single interest or other collateral protection insurance policy; (d) any Financed Vehicle property that shall have secured a Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer Servicer, or the Issuing EntityIssuer; (e) all documents and other items contained in the Receivable Files; (f) the Sale and Servicing Agreement including all of the Depositor’s rights, but none of its obligations, under the Receivables Purchase Agreement assigned to the Issuer pursuant to the Sale and Servicing Agreement; (g) all right, title and interest in the Trust Accounts, all funds on deposit infunds, and “financial assets” (as such term is defined in the Uniform Commercial Code as securities or other assets credited from time to time in effect) credited to, to the Trust Accounts, including the Reserve Account, from time to time, including the Reserve Account Initial Deposit, Accounts and in all investments therein and proceeds thereof (including all income thereonInvestment Earnings on the Reserve Account and the initial Reserve Account Deposit); (fh) the Receivables Purchase any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement, including the RPA Assignment, and the Sale and Servicing Agreement, including the SSA Assignment (including the Issuing Entity’s right to cause World Omni, the Servicer or the Depositor to repurchase Receivables from the Issuing Entity under certain circumstances described therein); (g) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the UCC) constituting or relating to the foregoing; and (hi) all proceeds of any and all of the foregoing and all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments, general intangibles instruments and other property which that at any time constitute all or part of or are included in the proceeds of any of the foregoing; provided, however, that the foregoing items (a) through (i) shall not include the Notes and Trust Certificates (collectively, the “Collateral”). The foregoing Grant is made in trust to secure (i) the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, and (ii) to secure compliance with the provisions of this Indenture, all as provided in this Indenture. Without limiting the foregoing Grant, any Receivable repurchased or purchased by the Seller or the Servicer pursuant to Section 3.03 or Section 4.07, as applicable, of the Sale and Servicing Agreement or repurchased or purchased by the Seller pursuant to Section 7.02 of the Receivables Purchase Agreement shall be deemed to be automatically released from the lien of this Indenture without any action being taken by the Indenture Trustee upon payment by the Seller or the Servicer, as applicable, of the related Purchased Amount for such Purchased Receivable. The Indenture Trustee, as Indenture Trustee on behalf of the Holders of the Notes, acknowledges such Grant, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture in accordance with to the provisions best of this Indentureits ability to the end that the interests of the Holders of the Notes may be adequately and effectively protected.

GRANTING CLAUSE. The Issuing Entity hereby Grants to the Indenture Trustee at the Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, all of the Issuing Entity’s right, title and interest, whether now or hereafter acquired, and wherever located, in and to (a) the Receivables identified on the SSA Assignment (all of which are identified in World Omni’s computer files by a code indicating that such Receivables are owned by the Issuing Entity and pledged to the Indenture Trustee) and all monies received thereon and in respect thereof after the Cutoff Date; (b) the security interests in, and the liens on, the Financed Vehicles granted by Obligors in connection with the Receivables and any other interest of the Issuing Entity in such Financed Vehicles; (c) any proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors; (d) any Financed Vehicle that shall have secured a Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer or the Issuing Entity; (e) all right, title and interest in all funds on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as from time to time in effect) credited to, the Trust Accounts, including the Reserve Account, from time to time, including the Reserve Account Initial Deposit, and in all investments and proceeds thereof (including all income thereon); (f) the Receivables Purchase Agreement, including the RPA Assignment, and the Sale and Servicing Agreement, including the SSA Assignment (including the Issuing Entity’s right to cause World Omni, the Servicer or the Depositor to repurchase Receivables from the Issuing Entity under certain circumstances described therein); (g) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the UCC) constituting or relating to the foregoing; and (h) all proceeds of any and all of the foregoing and all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments, general intangibles and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing; provided, however, that the foregoing items (a) through (i) shall not include the Notes and Trust Certificates (collectively, the “Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as Indenture Trustee on behalf of the Holders of the Notes, acknowledges such Grant, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture in accordance with to the provisions end that the interests of this Indenturethe Holders of the Notes may be adequately and effectively protected.

GRANTING CLAUSE. The Issuing Entity Issuer hereby Grants to the Indenture Trustee at the Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, all of the Issuing EntityIssuer’s right, title and interestinterest in and to, whether now owned or hereafter acquired, now existing or hereafter arising and wherever located, in and to located (a) the Receivables identified listed on the SSA Assignment (all of which are identified in World Omni’s computer files by a code indicating that such Receivables are owned by the Issuing Entity and pledged to the Indenture Trustee) Schedule A and all monies moneys received thereon and in respect thereof on or after the Cutoff Date; (b) the security interests in, and the liens on, in the Financed Vehicles and any accessions thereto granted by Obligors in connection with pursuant to the Receivables and any other interest of the Issuing Entity Depositor in such Financed Vehicles; (c) any Liquidation Proceeds and any other proceeds with respect to the Receivables from claims on any physical damage, credit credit, life or disability insurance policies covering Financed Vehicles or the related Obligors, including any vendor’s single interest or other collateral protection insurance policy; (d) any Financed Vehicle property that shall have secured a Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer Servicer, or the Issuing EntityIssuer; (e) all documents and other items contained in the Receivable Files; (f) the Sale and Servicing Agreement including all of the Depositor’s rights, but none of its obligations, under the Receivables Purchase Agreement assigned to the Issuer pursuant to the Sale and Servicing Agreement; (g) all right, title and interest in the Trust Accounts, all funds on deposit infunds, and “financial assets” (as such term is defined in the Uniform Commercial Code as securities or other assets credited from time to time in effect) credited to, to the Trust Accounts, including the Reserve Account, from time to time, including the Reserve Account Initial Deposit, Accounts and in all investments therein and proceeds thereof (including all income thereonthe initial Reserve Account Deposit); (fh) the Receivables Purchase any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement, including the RPA Assignment, and the Sale and Servicing Agreement, including the SSA Assignment (including the Issuing Entity’s right to cause World Omni, the Servicer or the Depositor to repurchase Receivables from the Issuing Entity under certain circumstances described therein); (g) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the UCC) constituting or relating to the foregoing; and (hi) all proceeds of any and all of the foregoing and all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments, general intangibles instruments and other property which that at any time constitute all or part of or are included in the proceeds of any of the foregoing; provided, however, that the foregoing items (a) through (i) shall not include the Notes and Trust Certificates (collectively, the “Collateral”). The foregoing Grant is made in trust to secure (i) the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, and (ii) to secure compliance with the provisions of this Indenture, all as provided in this Indenture. Without limiting the foregoing Grant, any Receivable repurchased or purchased by the Seller or the Servicer pursuant to Section 3.03 or Section 4.07, as applicable, of the Sale and Servicing Agreement or repurchased or purchased by the Seller pursuant to Section 7.02 of the Receivables Purchase Agreement shall be deemed to be automatically released from the lien of this Indenture without any action being taken by the Indenture Trustee upon payment by the Seller or the Servicer, as applicable, of the related Purchased Amount for such Purchased Receivable. The Indenture Trustee, as Indenture Trustee on behalf of the Holders of the Notes, acknowledges such GrantG▇▇▇▇, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture in accordance with to the provisions best of this Indentureits ability to the end that the interests of the Holders of the Notes may be adequately and effectively protected.

GRANTING CLAUSE. The Issuing Entity hereby Issuer Grants to the Indenture Trustee for the series referred to in the Adoption Annex at the Closing Date, as Indenture Trustee for the benefit of the Holders of Noteholders and the NotesCredit Enhancer, all of the Issuing Entity’s right, title and interest, whether Issuer's interest existing now or hereafter acquiredin the future in: o the Mortgage Loans including their Asset Balances (including all Additional Balances) and the related Mortgage Files and all property that secures the Mortgage Loans and all property that is acquired by foreclosure or deed in lieu of foreclosure, and wherever located, in and to all collections received on each Mortgage Loan after the Cut-off Date (a) the Receivables identified on the SSA Assignment (all of which are identified in World Omni’s computer files by a code indicating that such Receivables are owned excluding payments due by the Issuing Entity Cut-off Date); o the Issuer's rights under hazard insurance policies; o the interest of the Issuer in the Sale and pledged to the Indenture Trustee) and all monies received thereon and in respect thereof after the Cutoff Date; (b) the security interests in, Servicing Agreement and the liens on, Purchase Agreement (including the Financed Vehicles granted by Obligors Issuer's right to cause Mortgage Loans to be repurchased); o all rights under any guaranty executed in connection with the Receivables Mortgage Loans; o the segregated account maintained to hold collections and any other interest of the Issuing Entity in such Financed Vehicles; (c) any proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors; (d) any Financed Vehicle that shall have secured a Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer or the Issuing Entity; (e) all right, title and interest in all funds on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as from time to time in effect) credited to, the Trust Accounts, including the Reserve Account, from time to time, including the Reserve Account Initial Deposit, and in all investments and proceeds thereof (including all income thereon); (f) the Receivables Purchase Agreement, including the RPA Assignment, and the Sale and Servicing Agreement, including the SSA Assignment (including the Issuing Entity’s right to cause World Omni, the Servicer or the Depositor to repurchase Receivables from the Issuing Entity under certain circumstances described therein); (g) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the UCC) constituting or relating to the foregoingits contents; and (h) all proceeds of any and all of the foregoing and o all present and future claims, demands, causes of action action, and choses in action in respect of regarding any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of from any or all of the foregoing, including all proceeds of the conversion thereoftheir conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind kind, and other forms of obligations and receivablesobligations, instruments, general intangibles and other property which that at any time constitute all or any part of or are included in the proceeds of any of the foregoing; provided, however, that the foregoing items (a) through (i) shall not include the Notes and Trust Certificates (collectively, the “"Collateral”"). The foregoing Notes will have the benefit of the Insurance policy issued by the Credit Enhancer. This Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect ofon, the Notes, equally and ratably without prejudice, priority priority, or distinction, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The foregoing Grant shall inure to the benefit of the Credit Enhancer to the extent of draws made on the Policy and amounts owing under the Insurance Agreement, and shall continue for the benefit of the Credit Enhancer until all amounts owed the Credit Enhancer have been repaid in full. The Indenture Trustee, as Indenture Trustee on behalf of the Holders of Noteholders and the NotesCredit Enhancer, acknowledges such the Grant, accepts the trusts under this Indenture in accordance with the provisions of this Indenture Indenture, and agrees to perform its duties required in this Indenture in accordance with its terms and the provisions terms of this Indenturethe Transaction Documents.

GRANTING CLAUSE. The Issuing Entity hereby Grants to the Indenture Trustee at the Closing Date, as Indenture Trustee for the benefit of the Holders of the NotesNotes and the Swap Counterparty, if any, all of the Issuing Entity’s right, title and interest, whether now or hereafter acquired, and wherever located, in and to (a) the Initial Receivables identified on the Initial SSA Assignment (all of which are identified in World Omni’s computer files by a code indicating that such Receivables are owned by the Issuing Entity and pledged to the Indenture Trustee) and Subsequent Receivables, if any, which will be acquired by the Issuing Entity from time to time during the Funding Period, if any, pursuant to the Sales and Servicing Agreement which will be identified on the schedules to the Subsequent Transfer SSA Assignments, if any, with respect to such Subsequent Receivables and all monies received thereon and in respect thereof after the applicable Cutoff Date; (b) the security interests in, and the liens on, the Financed Vehicles granted by Obligors in connection with the Receivables and any other interest of the Issuing Entity in such Financed Vehicles; (c) any proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors; (d) any Financed Vehicle that shall have secured a Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer or the Issuing Entity; (e) all right, title and interest in all funds on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as from time to time in effect) credited to, the Trust Accounts, including the Reserve Account, the Negative Carry Account, if any, and the Pre-Funding Account, if any, from time to time, including the Reserve Account Initial Deposit, any Reserve Account Subsequent Transfer Deposit, if any, the Negative Carry Account Initial Deposit, if any, and the Pre-Funding Account Initial Deposit, if any, and in all investments and proceeds thereof (including all income thereon); (f) the Receivables Purchase Agreement, including the Initial RPA Assignment and any Subsequent RPA Assignment, and the Sale and Servicing Agreement, including the Initial SSA Assignment and any Subsequent Transfers SSA Assignment (including the Issuing Entity’s right to cause World Omni, the Servicer or the Depositor to repurchase Receivables from the Issuing Entity under certain circumstances described therein); (g) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the UCC) constituting or relating to the foregoing; (h) the Interest Rate Swaps and the Swap Counterparty Rights Agreement, if any; and (hi) all proceeds of any and all of the foregoing (including Liquidation Proceeds) and all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments, general intangibles and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing; provided, however, that the foregoing items (a) through (i) shall not include the Notes and Trust Certificates (collectively, the “Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the NotesNotes and the Interest Rate Swaps, if any, equally and ratably without prejudice, priority or distinction, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as Indenture Trustee on behalf of the Holders of the Notes, acknowledges such Grant, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture in accordance with to the provisions end that the interests of this Indenturethe Holders of the Notes and the Swap Counterparty, if any may be adequately and effectively protected.

GRANTING CLAUSE. The Issuing Entity For good and valuable consideration, the receipt and sufficiency of which are acknowledged by Grantor, to secure the obligations of Borrowers under the Loan Documents and all other matters and indebtedness constituting the Secured Indebtedness, Grantor hereby Grants GRANTS, TRANSFERS and ASSIGNS to the Indenture Trustee at the Closing DateTrustee, as Indenture Trustee in trust for the benefit of Administrative Agent for the Holders ratable benefit of the NotesLenders, with power of sale and right of entry and possession, all of the Issuing Entity’s estate, right, title and interestinterest which Grantor now has or may hereafter acquire in and to the following Premises, whether Accessories (each as hereafter defined) and other rights, interests and properties, and all rights, estates, powers and privileges appurtenant thereto (collectively, the “Property”): (a) The real property described in Exhibit A, which is attached hereto and incorporated herein by reference (the “Land”), together with: (i) any and all buildings, structures, improvements, alterations or appurtenances now or hereafter acquired, and wherever located, in and situated or to (a) the Receivables identified be situated on the SSA Assignment Land (all of which are identified in World Omni’s computer files by a code indicating that such Receivables are owned by the Issuing Entity and pledged to the Indenture Trustee) and all monies received thereon and in respect thereof after the Cutoff Date; (b) the security interests in, and the liens oncollectively, the Financed Vehicles granted by Obligors in connection with the Receivables “Improvements”); and any other interest of the Issuing Entity in such Financed Vehicles; (c) any proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors; (d) any Financed Vehicle that shall have secured a Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer or the Issuing Entity; (eii) all right, title and interest of Grantor, now owned or hereafter acquired, in and to (A) all funds on deposit instreets, roads, alleys, easements, rights-of-way, licenses, rights of ingress and egress, vehicle parking rights and public places, existing or proposed, abutting, adjacent, used in connection with or pertaining to the Land or the Improvements; (B) any strips or gores between the Land and abutting or adjacent properties; (C) all options to purchase the Land or the Improvements or any portion thereof or interest therein, and “financial assets” (as such term is defined any greater estate in the Uniform Commercial Code as from time to time in effectLand or the Improvements; (D) credited toall water, the Trust Accountswater rights (whether riparian, including the Reserve Account, from time to time, including the Reserve Account Initial Depositappropriative or otherwise, and in all investments whether or not appurtenant) and proceeds thereof (including all income thereon); (f) the Receivables Purchase Agreementwater stock, including the RPA Assignmenttimber, crops and the Sale and Servicing Agreement, including the SSA Assignment (including the Issuing Entity’s right to cause World Omni, the Servicer mineral interests on or the Depositor to repurchase Receivables from the Issuing Entity under certain circumstances described therein); (g) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the UCC) constituting or relating pertaining to the foregoingLand; and (hE) all proceeds development rights and credits and air rights (the Land, Improvements and other rights, titles and interests referred to in this clause (a) being herein sometimes collectively called the “Premises”); (b) All fixtures, equipment, systems, machinery, furniture, furnishings, appliances, inventory, goods, building and construction materials, supplies, and other articles of any and all of the foregoing and all present and future claimspersonal property, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever character, tangible and intangible (including software embedded therein), now owned or hereafter acquired by Grantor, which are now or hereafter attached to or situated in, on or about the Land or the Improvements, or used in respect of any or necessary to the complete and proper planning, development, use, occupancy or operation thereof, or acquired (whether delivered to the Land or stored elsewhere) for use or installation in or on the Land or the Improvements, and all renewals and replacements of, substitutions for and additions to the foregoing (the properties referred to in this clause (b) being herein sometimes collectively called the “Accessories,” all of which are hereby declared to be permanent accessions to the foregoingLand); (c) All (i) plans and specifications for the Improvements, (ii) Grantor’s rights, but not liability for any breach by Grantor, under all commitments (including any commitments for financing to pay any of the Secured Indebtedness), insurance policies (or additional or supplemental coverage related thereto, including all proceeds from an insurance provider meeting the requirements of the conversion Loan Documents or from or through any state or federal government-sponsored program or entity), contracts and agreements for the design, construction, operation or inspection of the Improvements and other contracts and general intangibles (including payment intangibles and any trademarks, trade names, goodwill, software and symbols) related to the Premises or the Accessories or the operation thereof, voluntary (iii) deposits and deposit accounts arising from or involuntaryrelating to any transactions related to the Premises or the Accessories (including Grantor’s rights in tenants’ security deposits, into cash deposits with respect to utility services to the Premises, and any deposits, deposit accounts or reserves hereunder or under any other Loan Documents for taxes, insurance or otherwise), (iv) rebates or refunds of impact fees or other liquid propertytaxes, all cash proceedsassessments or charges, accountsmoney, accounts receivable, notes, drafts, acceptances, chattel paper, checks, (including deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables), instruments, general intangibles documents, promissory notes and chattel paper (whether tangible or electronic) arising from or by virtue of any transactions related to the Premises or the Accessories, (v) permits, licenses, franchises, certificates, development rights, commitments and rights for utilities, and other property rights and privileges obtained in connection with the Premises or the Accessories, (vi) Leases, Rents and other benefits of the Premises and the Accessories (without derogation of Article 3 hereof), (vii) as-extracted collateral produced from or allocated to the Land, including oil, gas and other hydrocarbons and other minerals and all products processed or obtained therefrom and the proceeds thereof, and (viii) engineering, accounting, title, legal, and other technical or business data concerning the Property, including software, which at are in the possession of Grantor or in which Grantor can otherwise grant a security interest; (d) All (i) accounts and proceeds (whether cash or non-cash and including payment intangibles), of or arising from the properties, rights, titles and interests referred to above in this Section 1.3, including the proceeds of any time constitute sale, lease or other disposition thereof, proceeds of each policy of insurance, present and future (or additional or supplemental coverage related thereto, including from an insurance provider meeting the requirements of the Loan Documents or from or through any state or federal government-sponsored program or entity), payable because of loss sustained to all or part of the Property (including premium refunds), whether or not such insurance policies are included in the required by Administrative Agent, proceeds of the taking thereof or of any rights appurtenant thereto, including change of grade of streets, curb cuts or other rights of access, by condemnation, eminent domain or transfer in lieu thereof for public or quasi-public use under any law, proceeds arising out of any damage thereto, including any and all commercial tort claims, (ii) all letter-of-credit rights (whether or not the letter of credit is evidenced by a writing) Grantor now has or hereafter acquires relating to the properties, rights, titles and interests referred to in this Section 1.3, (iii) all commercial tort claims Grantor now has or hereafter acquires relating to the properties, rights, titles and interests referred to in this Section 1.3, and (iv) other interests of every kind and character which Grantor now has or hereafter acquires in, to or for the benefit of the properties, rights, titles and interests referred to above in this Section 1.3 and all property used or useful in connection therewith, including rights of ingress and egress and remainders, reversions and reversionary rights or interests; (e) If the estate of Grantor in any of the foregoing; providedproperty referred to above in this Section 1.3 is a leasehold estate, however, that the foregoing items (a) through (i) this conveyance shall not include the Notes and Trust Certificates (collectively, the “Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest oninclude, and any the lien and security interest created hereby shall encumber and extend to, all other amounts owing or additional title, estates, interests or rights which are now owned or may hereafter be acquired by Grantor in respect or to the property demised under the lease creating the leasehold estate; and (f) All proceeds and products of, the Notesadditions and accretions to, equally substitutions and ratably without prejudice, priority or distinctionreplacements for, and changes in any of the property referred to secure compliance with the provisions of this Indenture, all as provided above in this Indenture. The Indenture Trustee, as Indenture Trustee on behalf of the Holders of the Notes, acknowledges such Grant, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture in accordance with the provisions of this IndentureSection 1.3.

GRANTING CLAUSE. The Issuing Entity Issuer hereby Grants to the Indenture Trustee at the Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, all of the Issuing EntityIssuer’s right, title and interestinterest in and to, whether now owned or hereafter acquired, now existing or hereafter arising and wherever located, in and to located (a) the Receivables identified listed on the SSA Assignment (all of which are identified in World Omni’s computer files by a code indicating that such Receivables are owned by the Issuing Entity and pledged to the Indenture Trustee) Schedule A and all monies moneys received thereon and in respect thereof on or after the Cutoff Date; (b) the security interests in, and the liens on, in the Financed Vehicles and any accessions thereto granted by Obligors in connection with pursuant to the Receivables and any other interest of the Issuing Entity Depositor in such Financed Vehicles; (c) any Liquidation Proceeds and any other proceeds with respect to the Receivables from claims on any physical damage, credit credit, life or disability insurance policies covering Financed Vehicles or the related Obligors, including any vendor’s single interest or other collateral protection insurance policy; (d) any Financed Vehicle property that shall have secured a Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer Servicer, or the Issuing EntityIssuer; (e) all documents and other items contained in the Receivable Files; (f) the Sale and Servicing Agreement including all of the Depositor’s rights, but none of its obligations, under the Receivables Purchase Agreement assigned to the Issuer pursuant to the Sale and Servicing Agreement; (g) all right, title and interest in the Trust Accounts, all funds on deposit infunds, and “financial assets” (as such term is defined in the Uniform Commercial Code as securities or other assets credited from time to time in effect) credited to, to the Trust Accounts, including the Reserve Account, from time to time, including the Reserve Account Initial Deposit, Accounts and in all investments therein and proceeds thereof (including all income Investment Earnings thereon); (fh) the Receivables Purchase any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement, including the RPA Assignment, and the Sale and Servicing Agreement, including the SSA Assignment (including the Issuing Entity’s right to cause World Omni, the Servicer or the Depositor to repurchase Receivables from the Issuing Entity under certain circumstances described therein); (g) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the UCC) constituting or relating to the foregoing; and (hi) all proceeds of any and all of the foregoing and all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments, general intangibles instruments and other property which that at any time constitute all or part of or are included in the proceeds of any of the foregoing; provided, however, that the foregoing items (a) through (i) shall not include the Notes and Trust Certificates (collectively, the “Collateral”). The foregoing Grant is made in trust to secure (i) the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, and (ii) to secure compliance with the provisions of this Indenture, all as provided in this Indenture. Without limiting the foregoing Grant, any Receivable repurchased or purchased by the Seller or the Servicer pursuant to Section 3.03 or Section 4.07, as applicable, of the Sale and Servicing Agreement or repurchased or purchased by the Seller pursuant to Section 7.02 of the Receivables Purchase Agreement shall be deemed to be automatically released from the lien of this Indenture without any action being taken by the Indenture Trustee upon payment by the Seller or the Servicer, as applicable, of the related Purchased Amount for such Purchased Receivable. The Indenture Trustee, as Indenture Trustee on behalf of the Holders of the Notes, acknowledges such Grant, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture in accordance with to the provisions best of this Indentureits ability to the end that the interests of the Holders of the Notes may be adequately and effectively protected.

GRANTING CLAUSE. The Issuing Entity Issuer hereby Grants to the Indenture Trustee at on the Closing Date, as Indenture Trustee on behalf of and for the benefit of the Holders of the NotesNoteholders, without recourse, all of the Issuing Entity’s its right, title and interestinterest in, to and under the following assets, in each case, whether now owned or existing or hereafter acquiredacquired or arising, and wherever located, in and to (ai) the Receivables identified Receivables, (ii) all amounts due and collected on the SSA Assignment (all of which are identified in World Omni’s computer files by a code indicating that such Receivables are owned by the Issuing Entity and pledged to the Indenture Trustee) and all monies received thereon and or in respect thereof of the Receivables after the Cutoff Date; , (biii) the security interests in, and the liens on, in the Financed Vehicles granted by the Obligors in connection with the Receivables and any other interest of the Issuing Entity in such Financed Vehicles; (c) any proceeds with respect pursuant to the Receivables Receivables, (iv) all proceeds from claims on any physical damage, damage or theft insurance policies and extended warranties covering the Financed Vehicles and any proceeds of any credit life or credit disability insurance policies covering relating to the Receivables, the Financed Vehicles or the Obligors; , (dv) the Receivable Files, (vi) the Collection Account, the Note Payment Account, the Reserve Fund and all amounts, securities, Financial Assets, investments and other property deposited in or credited to any Financed Vehicle that shall have secured a Receivable and that shall have been acquired by or on behalf of the Depositorforegoing and all proceeds thereof, the Servicer or the Issuing Entity; (evii) all right, title and interest in all funds on deposit in, and “financial assets” (as such term is defined in rights of the Uniform Commercial Code as from time to time in effect) credited to, the Trust Accounts, including the Reserve Account, from time to time, including the Reserve Account Initial Deposit, and in all investments and proceeds thereof (including all income thereon); (f) Depositor under the Receivables Purchase Agreement, including the RPA Assignmentright to require the Seller to repurchase certain Receivables from the Depositor, and (viii) any proceeds of Dealer Recourse, (ix) all rights of the Issuer under the Sale and Servicing Agreement, including the SSA Assignment right to require the Seller to repurchase or the Servicer to purchase certain Receivables from the Issuer, (x) the right to realize upon any property (including the Issuing Entity’s right to cause World Omnireceive future Net Liquidation Proceeds and Recoveries) that shall have secured a Receivable and have been repossessed by or on behalf of the Issuer, the Servicer or the Depositor to repurchase Receivables from the Issuing Entity under certain circumstances described therein); (gxi) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the UCC) constituting or relating to the foregoing; and (h) all proceeds of any and all of the foregoing Issuer’s rights and benefits under the First-Tier Assignment (but none of its obligations or burdens) and (xii) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing foregoing, and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, general intangibles, chattel paper, documents, money, investment property, deposit accounts, notes, drafts, acceptances, chattel paperletters of credit, checksletter of credit rights, deposit accounts, insurance proceedsInsurance Proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments, general intangibles instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing; provided, however, that the foregoing items (a) through (i) shall not include the Notes and Trust Certificates (collectively, the “Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, except as otherwise provided in this Indenture and the other Basic Documents and to secure compliance with the provisions of this IndentureIndenture for the benefit of the Noteholders, all as provided in this Indenture. The Indenture Trustee, as Indenture Trustee trustee on behalf of the Holders of the NotesNoteholders, acknowledges such Grant▇▇▇▇▇, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties as required in this Indenture in accordance with the provisions terms hereof. The Issuer hereby authorizes the filing of this Indenturea financing statement against the Issuer describing the Collateral as constituting all assets of the Issuer as debtor, including its present and future right, title and interest in, to and under (but not, except to the extent required by law, any obligations with respect to) such assets whether now owned or existing or hereafter arising or acquired and wheresoever located.

GRANTING CLAUSE. The Issuing Entity Issuer hereby Grants to the Indenture Trustee at the Closing Date, as Indenture Trustee trustee for the benefit of the Holders of the Notes, all of the Issuing Entity’s right, title and interest, whether now or hereafter acquired, and wherever located, in and to (a) the Receivables identified on the SSA Assignment (all of which are identified in World Omni’s computer files by a code indicating that such Receivables are owned by the Issuing Entity and pledged to the Indenture Trustee) and all monies received thereon and in respect thereof after the Cutoff Date; (b) the security interests in, and the liens on, the Financed Vehicles granted by Obligors in connection with the Receivables and any other interest of the Issuing Entity in such Financed Vehicles; (c) any proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors; (d) any Financed Vehicle that shall have secured a Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer or the Issuing Entity; (e) all Issuer's right, title and interest in and to whether now existing or hereafter created by (a) the Mortgage Loans and the proceeds thereof, (b) all funds on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as Funding Account, including all income from the investment and reinvestment of funds therein, (c) all funds on deposit from time to time in effectthe Collection Account allocable to the Mortgage Loans excluding any investment income from such funds; (d) credited to, the Trust Accounts, including the Reserve Account, all funds on deposit from time to time, including time in the Reserve Payment Account Initial Deposit, and in all investments proceeds thereof; (e) the Policy and proceeds thereof (including all income thereon); (f) the Receivables Purchase Agreement, including the RPA Assignment, and the Sale and Servicing Agreement, including the SSA Assignment (including the Issuing Entity’s right to cause World Omni, the Servicer or the Depositor to repurchase Receivables from the Issuing Entity under certain circumstances described therein); (g) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the UCC) constituting or relating to the foregoing; and (h) all proceeds of any and all of the foregoing and all present and future claims, demands, causes of action and choses chooses in action in respect of any or all of the foregoing and all payments on or under under, and all proceeds of every kind and nature whatsoever in respect of of, any or all of the foregoingforegoing and all payments on or under, including and all proceeds of every kind and nature whatsoever in the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind kind, and other forms of obligations and receivables, instruments, general intangibles instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing; provided, however, that the foregoing items (a) through (i) shall not include the Notes and Trust Certificates (collectively, the “"Trust Estate" or the "Collateral”"). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as Indenture Trustee trustee on behalf of the Holders of the Notes, acknowledges such Grant▇▇▇▇▇, accepts the trusts trust under this Indenture in accordance with the provisions of this Indenture hereof and agrees to perform its duties as Indenture Trustee as required in this Indenture in accordance with the provisions of this Indentureherein.

GRANTING CLAUSE. The Issuing Entity With respect to the Securitized Utility Tariff Bonds, the Issuer hereby Grants to the Indenture Trustee at the Closing DateTrustee, as Indenture Trustee for the benefit of the Holders Secured Parties of the NotesSecuritized Utility Tariff Bonds, a Lien on and a security interest in and to all of the Issuing EntityIssuer’s right, title and interest, interest (whether now owned or hereafter acquiredacquired or arising) in, to and wherever locatedunder all of the following property (such property, in and to collectively, the “Securitized Utility Tariff Bond Collateral”): (a) the Receivables identified on Securitized Utility Tariff Property created under and pursuant to the SSA Assignment (all of which are identified in World Omni’s computer files by a code indicating that such Receivables are owned Financing Order and the Securitization Law and transferred by the Issuing Entity and pledged Seller to the Indenture TrusteeIssuer pursuant to the Sale Agreement (including, to the fullest extent permitted by law, the right, title, and interest of the Issuer (i) in and to the Securitized Utility Tariff Charges, including all monies received thereon rights to True-Up Adjustments to the Securitized Utility Tariff Charges in accordance with the Securitization Law and the Financing Order and (ii) to be paid the amount that is determined in a Financing Order to be the amount that the Seller and Issuer is lawfully entitled to receive pursuant to the provisions of the Securitization Law and the proceeds thereof, and in respect thereof after and to all revenues, collections, claims, payments, moneys, or proceeds of or arising from the Cutoff DateSecuritized Utility Tariff Charges); (b) all Securitized Utility Tariff Charges related to the security interests inSecuritized Utility Tariff Property, and the liens on, the Financed Vehicles granted by Obligors in connection with the Receivables and any other interest of the Issuing Entity in such Financed Vehicles; (c) any proceeds the Sale Agreement and all property and interests in property transferred to the Issuer under the Sale Agreement with respect to the Receivables from claims on any physical damageSecuritized Utility Tariff Property and the Securitized Utility Tariff Bonds, credit life or disability insurance policies covering Financed Vehicles or Obligors; (d) any Financed Vehicle that shall have secured a Receivable and that shall have been acquired by or on behalf of the DepositorServicing Agreement, the Servicer Administration Agreement, any Intercreditor Agreement and any subservicing, agency, administration or collection agreements executed in connection therewith, if any, to the Issuing Entity; extent related to the foregoing Securitized Utility Tariff Property and the Securitized Utility Tariff Bonds, (e) the Collection Account, all rightsubaccounts thereof and all amounts of cash, title and interest in all funds instruments, investment property or other assets on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as therein or credited thereto from time to time in effect) and all Financial Assets and securities entitlements carried therein or credited tothereto, the Trust Accounts, including the Reserve Account, from time to time, including the Reserve Account Initial Deposit, and in all investments and proceeds thereof (including all income thereon); (f) all rights to compel the Receivables Purchase Agreement, including Servicer to file for and obtain adjustments to the RPA Assignment, and Securitized Utility Tariff Charges in accordance with Section 393.1700.2(3)(c)e. of the Sale and Servicing Agreement, including the SSA Assignment (including the Issuing Entity’s right to cause World OmniSecuritization Law, the Servicer Financing Order or the Depositor to repurchase Receivables from the Issuing Entity under certain circumstances described therein); Securitized Utility Tariff Charge Rider SUR filed in connection therewith, (g) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the UCC) constituting or relating to the foregoing; and (h) all proceeds of any and all of the foregoing and all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing, whether such claims, demands, causes and choses in action constitute Securitized Utility Tariff Property, accounts, general intangibles, instruments, contract rights, chattel paper or proceeds of such items or any other form of property with respect to the Securitized Utility Tariff Bonds, (h) all accounts, chattel paper, deposit accounts, documents, general intangibles, goods, instruments, investment property, letters of credit, letters-of-credit rights, money, commercial tort claims and supporting obligations with respect to the Securitized Utility Tariff Bonds related to the foregoing and (i) all payments on or under under, and all proceeds of every kind and nature whatsoever in respect of of, any or all of the foregoingforegoing with respect to the Securitized Utility Tariff Bonds; it being understood that the following do not constitute Securitized Utility Tariff Bond Collateral: amounts deposited with the Issuer on the Closing Date, including all proceeds required for payment of costs of issuance with respect to the Securitized Utility Tariff Bonds (together with any interest earnings thereon), it being understood that such amounts described in this clause shall not be subject to Section 3.17 of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments, general intangibles and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing; provided, however, that the foregoing items (a) through (i) shall not include the Notes and Trust Certificates (collectively, the “Collateral”)Indenture. The foregoing Grant is made in trust to secure the payment of principal of and premium, if any, interest on, and any other amounts owing in respect of, the NotesSecuritized Utility Tariff Bonds and all fees, expenses, counsel fees and other amounts due and payable to the Indenture Trustee equally and ratably without prejudice, priority or distinction, and except as expressly provided in the Indenture, to secure compliance with the provisions of this Indenturethe Indenture with respect to the Securitized Utility Tariff Bonds, all as provided in the Indenture and to secure the performance by the Issuer of all of its obligations under the Indenture (collectively, the “Secured Obligations”). The Indenture and this IndentureSeries Supplement constitute a security agreement within the meaning of the Securitization Law and under the UCC to the extent that the provisions of the UCC are applicable hereto. The Indenture Trustee, as Indenture Trustee indenture trustee on behalf of the Holders Secured Parties of the NotesSecuritized Utility Tariff Bonds, acknowledges such Grant, Grant and accepts the trusts under this Supplement and the Indenture in accordance with the provisions of this Indenture Supplement and agrees to perform its duties required in this Indenture in accordance with the provisions of this Indenture.

GRANTING CLAUSE. The Issuing Entity With respect to the Phase-In-Recovery Bonds, the Issuer hereby Grants to the Indenture Trustee at the Closing DateTrustee, as Indenture Trustee for the benefit of the Holders Secured Parties of the NotesPhase-In-Recovery Bonds, all of the Issuing EntityIssuer’s right, title and interest, interest (whether now owned or hereafter acquired, and wherever located, acquired or arising) in and to (a) the Receivables identified on Phase-In-Recovery Property created under and pursuant to the SSA Assignment (all of which are identified in World Omni’s computer files by a code indicating that such Receivables are owned Financing Order and the Securitization Law, and transferred by the Issuing Entity and pledged Seller to the Indenture Trustee) Issuer pursuant to the Sale Agreement (including, to the fullest extent permitted by law, the right to impose, collect and receive Phase-In-Recovery Charges, all monies received thereon revenues, receipts, collections, claims, rights, payments, money or proceeds of or arising from the Phase-In-Recovery Charges authorized in the Financing Order and in respect thereof after the Cutoff Date; any contractual rights to collect such Phase-In-Recovery Charges from Customers), (b) all Phase-In-Recovery Charges related to the security interests inPhase-In-Recovery Property, and the liens on, the Financed Vehicles granted by Obligors in connection with the Receivables and any other interest of the Issuing Entity in such Financed Vehicles; (c) any proceeds the Sale Agreement and the ▇▇▇▇ of Sale executed in connection therewith and all property and interests in property transferred under the Sale Agreement and the ▇▇▇▇ of Sale with respect to the Receivables from claims on any physical damagePhase-In-Recovery Property and the Phase-In-Recovery Bonds, credit life or disability insurance policies covering Financed Vehicles or Obligors; (d) any Financed Vehicle that shall have secured a Receivable and that shall have been acquired by or on behalf of the DepositorServicing Agreement, the Servicer Administration Agreement, each Intercreditor Agreement and any subservicing, agency, administration or collection agreements executed in connection therewith, to the Issuing Entity; extent related to the foregoing Phase-In-Recovery Property and the Phase-In-Recovery Bonds, (e) the Collection Account, all rightsubaccounts thereof and all amounts of cash, title and interest in all funds instruments, investment property or other assets on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as therein or credited thereto from time to time in effect) and all financial assets and securities entitlements carried therein or credited tothereto, the Trust Accounts, including the Reserve Account, from time to time, including the Reserve Account Initial Deposit, and in all investments and proceeds thereof (including all income thereon); (f) all rights to compel the Receivables Purchase Agreement, including Servicer to file for and obtain adjustments to the RPA Assignment, and Phase-In-Recovery Charges in accordance with Section 4928.238 of the Sale and Servicing Agreement, including the SSA Assignment (including the Issuing Entity’s right to cause World OmniSecuritization Law, the Servicer Financing Order or the Depositor to repurchase Receivables from the Issuing Entity under certain circumstances described therein); any Tariff filed in connection therewith, (g) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the UCC) constituting or relating to the foregoing; and (h) all proceeds of any and all of the foregoing and all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing foregoing, whether such claims, demands, causes and choses in action constitute Phase-In-Recovery Property, accounts, general intangibles, instruments, contract rights, chattel paper or proceeds of such items or any other form of property, (h) all accounts, chattel paper, deposit accounts, documents, general intangibles, goods, instruments, investment property, letters of credit, letters-of-credit rights, money, commercial tort claims and supporting obligations related to the foregoing, (i) all payments on or under under, and all proceeds of every kind and nature whatsoever in respect of of, any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments, general intangibles and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing; provided, however, it being understood that the foregoing items (a) through following do not constitute Phase-In-Recovery Bond Collateral: (i) cash that has been released pursuant to the terms of the Indenture, including Section 8.02(e)(x) of the Indenture and, following retirement of all Outstanding Phase-In-Recovery Bonds, pursuant to Section 8.02(e)(xii) of the Indenture and (ii) amounts deposited with the Issuer on the Closing Date, for payment of costs of issuance with respect to the Phase-In-Recovery Bonds (together with any interest earnings thereon), it being understood that such amounts described in clauses (i) and (ii) above shall not include be subject to Section 3.17 of the Notes and Trust Certificates (collectively, the “Collateral”)Indenture. The foregoing Grant is made in trust to secure the payment of principal of and premium, if any, interest on, and any other amounts owing in respect of, the NotesPhase-In-Recovery Bonds and all fees, expenses, counsel fees and other amounts due and payable to the Indenture Trustee (collectively, the “Secured Obligations”) equally and ratably without prejudice, priority or distinction, and except as expressly provided in the Indenture, to secure compliance with the provisions of this Indenturethe Indenture with respect to the Phase-In-Recovery Bonds, all as provided in the Indenture and to secure the performance by the Issuer of all of its obligations under the Indenture. The Indenture and this IndentureSeries Supplement constitutes a security agreement within the meaning of the Securitization Law and under the UCC to the extent that the provisions of the UCC are applicable hereto. The Indenture Trustee, as Indenture Trustee indenture trustee on behalf of the Holders Secured Parties of the NotesPhase-In-Recovery Bonds, acknowledges such Grant, Grant and accepts the trusts under this Supplement and the Indenture in accordance with the provisions of this Indenture Supplement and agrees to perform its duties required in this Indenture in accordance with the provisions of this Indenture.

GRANTING CLAUSE. The Issuing Entity Issuer hereby Grants to the Indenture Trustee at the Closing Date, as Indenture Trustee for the benefit of the Holders of the NotesNoteholders, all of the Issuing Entity’s Issuer's right, title and interestinterest in, to and under, whether now owned or existing or hereafter acquiredacquired or arising, and wherever located, in and to (a) the Receivables identified on the SSA Assignment (all of which are identified in World Omni’s computer files by a code indicating that such Receivables are owned by the Issuing Entity and pledged to the Indenture Trustee) and all monies received thereon and in respect thereof after the Cutoff DateReceivables; (b) monies received thereunder on or after the Cut-off Date; (c) the security interests in, and the liens on, in the Financed Vehicles granted by Obligors in connection with pursuant to the Receivables and any other interest of the Issuing Entity Issuer in such the Financed Vehicles; (cd) any rights to receive proceeds with respect to the Receivables from claims on any theft, physical damage, credit life life, credit disability, or disability other insurance policies covering Financed Vehicles or Obligors; (d) any Financed Vehicle that shall have secured a Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer or the Issuing Entity; (e) all right, title and interest in all funds on deposit in, and “financial assets” (as such term is defined in of the Uniform Commercial Code as from time rights to time in effect) credited to, the Trust Accounts, including the Reserve Account, from time to time, including the Reserve Account Initial Deposit, and in all investments and proceeds thereof (including all income thereon)Receivable Files; (f) the Trust Accounts, and all amounts, securities, investments and other property deposited in or credited to any of the foregoing, all securities entitlements related to the foregoing and all proceeds thereof; (g) the Receivables Purchase Agreement, including the RPA Assignment, Agreement and the Sale and Servicing Agreement, including ; (h) payments and proceeds with respect to the SSA Assignment Receivables held by the Servicer; (i) all property (including the Issuing Entity’s right to cause World Omni, receive Liquidation Proceeds) securing a Receivable (other than a Receivable purchased by the Servicer or repurchased by the Depositor to repurchase Receivables from the Issuing Entity under certain circumstances described thereinDepositor); (gj) all “accounts,” “chattel paper,” “general intangibles” rebates of premiums and “promissory notes” (as such terms are defined in the UCC) constituting or other amounts relating to insurance policies and other items financed under the foregoingReceivables in effect as of the Cut-off Date; and (hk) all proceeds of any and all of the foregoing and all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments, general intangibles instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing; provided, however, that the foregoing items (a) through (i) shall not include the Notes and Trust Certificates (collectively, the “"Collateral”"). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, except as provided in the Indenture, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture TrusteeJPMorgan Chase Bank, National Association, as Indenture Trustee on behalf of the Holders of the NotesNoteholders, acknowledges such Grant, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture in accordance with to the provisions best of this Indentureits ability to the end that the interests of the Noteholders may be adequately and effectively protected.

GRANTING CLAUSE. In order to secure and to provide for the repayment of the Obligations, the Company hereby assigns, conveys, transfers, delivers and sets over unto the Collateral Agent, as collateral agent for Financial Security, and hereby grants the Collateral Agent, as collateral agent for Financial Security, a security interest in the Collateral, to have and to hold said Collateral unto the Collateral Agent, its successors and assigns, forever in pledge and trust for the benefit and security of Financial Security, subject to the terms and provisions set forth in Article V of this Agreement. The Issuing Entity assignment and security interest so granted to the Collateral Agent shall not relieve the Company from the performance of any term, covenant, condition or agreement on the Company's part to be performed or observed under or in connection with this Agreement or any other Transaction Agreement, or impose any obligation on the Collateral Agent or Financial Security to perform or observe any such term, covenant, condition or agreement on the Company's part to be so performed or observed or impose any liability on the Collateral Agent or Financial Security for any act or omission on the part of the Company relative thereto or for any breach of any representation or warranty on the part of the Company contained therein, or made in connection therewith, and the Company hereby Grants agrees to indemnify and hold harmless the Collateral Agent and Financial Security from and against any and all losses, liabilities (including liabilities for penalties), claims, demands, actions, suits, judgments, costs and expenses arising out of or resulting from the assignment and security interest granted hereby by virtue of any act or omission on the part of the Company (other than an act or omission on the part of the Company pursuant to or in accordance with an express direction from the Collateral Agent or Financial Security), including, without limitation, the reasonable costs, expenses and disbursements (including attorneys' fees) incurred by the Collateral Agent or Financial Security in enforcing this Agreement or any other Transaction Agreement. The assignment and security interest granted to the Collateral Agent pursuant to this Section shall become effective prior to the effectiveness of the Seller Assignments and the assignment by the Seller to the Trust under Section 2.01 of the Sale and Servicing Agreement and the assignment by the Trust to the Indenture Trustee at under the Closing DateIndenture and, as Indenture Trustee for upon the benefit effectiveness of the Holders of the Notes, all of the Issuing Entity’s right, title such assignment and security interest, whether now or hereafter acquired, such assignment and wherever located, in and security interest shall be subject to (a) the Receivables identified on the SSA Assignment (all of which are identified in World Omni’s computer files by a code indicating that such Receivables are owned by the Issuing Entity and pledged to the Indenture Trustee) and all monies received thereon and in respect thereof after the Cutoff Date; (b) the security interests in, and the liens on, the Financed Vehicles granted by Obligors in connection with the Receivables and any other interest of the Issuing Entity in such Financed Vehicles; (c) any proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors; (d) any Financed Vehicle that shall have secured a Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer or the Issuing Entity; (e) all right, title and interest in all funds on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as from time to time in effect) credited to, the Trust Accounts, including the Reserve Account, from time to time, including the Reserve Account Initial Deposit, and in all investments and proceeds thereof (including all income thereon); (f) the Receivables Purchase Agreement, including the RPA Assignment, and the Sale and Servicing Agreement, including the SSA Assignment (including the Issuing Entity’s right to cause World Omni, the Servicer or the Depositor to repurchase Receivables from the Issuing Entity under certain circumstances described therein); (g) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the UCC) constituting or relating to the foregoing; and (h) all proceeds of any and all of the foregoing and all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments, general intangibles and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing; provided, however, that the foregoing items (a) through (i) shall not include the Notes and Trust Certificates (collectively, the “Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as Indenture Trustee on behalf of the Holders of the Notes, acknowledges such Grant, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture in accordance with the provisions of this IndentureSection 5.01(d) hereof.

GRANTING CLAUSE. The Issuing Entity 1.1 Grantor does hereby Grants to the Indenture Trustee at the Closing Dateirrevocably GRANT, as Indenture BARGAIN, SELL, ASSIGN, TRANSFER and CONVEY WITH POWER OF SALE unto Trustee for the benefit proposes, uses and benefits hereinafter set out, IN TRUST, the following described real and personal property, rights, titles, interests and estates (collectively, the “Mortgaged Property”): (a) All rights, titles, interests and estates now owned or hereafter acquired by Grantor in, to and under the leases described in Exhibit A attached hereto, and to the oil and gas leases and/or oil, gas and other mineral leases and other interests and estates and the lands and premises covered or affected thereby (the “Leases”), insofar as the Leases cover the land described on Exhibit A attached hereto (collectively, the “Hydrocarbon Property”), even though Grantor’s interests therein may be incorrectly described or a description of a part or all of such Hydrocarbon Property or Grantor’s interests therein be omitted; it being intended by Grantor and Beneficiary herein to cover and affect hereby all interests which Grantor may now own or may hereafter acquire in and to the Hydrocarbon Property notwithstanding that the interests as specified on Exhibit A may be limited to particular lands, specified depths or particular types of property interests. (b) All rights, titles, interests and estates now owned or hereafter acquired by Grantor in, to and under: (i) the properties now or hereafter pooled or unitized with the Hydrocarbon Property; (ii) all presently existing or future unitization, communitization, pooling agreements and declarations of pooled units and the units created thereby (including, without limitation, all units created under orders, regulations, rules or other official acts of any Federal, State or other governmental body or agency having jurisdiction and any units created solely among working interest owners pursuant to operating agreements or otherwise) which may affect all or any portion of the Holders Hydrocarbon Property, including, without limitation, those units which may be described or referred to on attached Exhibit A; (iii) all operating agreements, production sales or other contracts, farmout agreements, farm-in agreements, area of mutual interest agreements, equipment leases and other agreements described or referred to in this Deed of Trust or which relate to any of the NotesHydrocarbon Property or interests in the Hydrocarbon Property described or referred to herein or on attached Exhibit A or to the production, all sale, purchase, exchange, processing, handling, storage, transporting or marketing of the Issuing Entity’s rightHydrocarbons (as hereinafter defined) from or attributable to such Hydrocarbon Property; and (iv) all geological, geophysical, seismic, engineering, accounting, title and interestother technical or business data concerning the Mortgaged Property, whether the Hydrocarbons, or any other item of property which are in the possession of Grantor or in which Grantor can otherwise grant a security interest with respect to the Hydrocarbon Property, and all books, files, records, magnetic media, computer records, and other forms of recording or obtaining access to such data. (c) All rights, titles, interests and estates now owned or hereafter acquired, and wherever located, acquired by Grantor in and to all oil, gas, casinghead gas, condensate, distillate, liquid hydrocarbons, gaseous hydrocarbons and all products refined therefrom and all other minerals (collectively called either the “Hydrocarbons”) in and under and which may be produced and saved from or attributable to the Hydrocarbon Property, the lands pooled or unitized therewith and Grantor’s interests therein, including all oil in tanks and all rents, issues, profits, proceeds, products, revenues and other income from or attributable to the Hydrocarbon Property, the lands pooled or unitized therewith and ▇▇▇▇▇▇▇’s interests therein which are subjected or required to be subjected to the liens and security interests of this Deed of Trust. (d) All tenements, hereditaments, appurtenances and properties relating, belonging, affixed or incidental to the Hydrocarbon Property, rights, titles, interests and estates described or referred to in paragraphs (a) the Receivables identified on the SSA Assignment (all of which are identified in World Omni’s computer files by a code indicating that such Receivables are owned by the Issuing Entity and pledged to the Indenture Trustee) and all monies received thereon and in respect thereof after the Cutoff Date; (b) the security interests inabove, which are now owned or which may hereafter be acquired by Grantor, including, without limitation, any and the liens onall property, the Financed Vehicles granted by Obligors real or personal, now owned or hereafter acquired and situated upon, used, held for use, or useful in connection with the Receivables and operating, working or development of any of such Hydrocarbon Property or the lands pooled or unitized therewith (excluding drilling rigs, trucks, automotive equipment or other interest of the Issuing Entity in such Financed Vehicles; (c) any proceeds with respect personal property which may be taken to the Receivables from claims premises for the purpose of drilling a well or for other similar temporary uses) and including any and all oil ▇▇▇▇▇, gas ▇▇▇▇▇, injection ▇▇▇▇▇ or other ▇▇▇▇▇, including, without limitation, those described on any physical damageExhibit A, credit life or disability insurance policies covering Financed Vehicles or Obligors; (d) any Financed Vehicle that shall have secured a Receivable structures, field separators, liquid extraction plants, plant compressors, pumps, pumping units, pipelines, sales and that shall have been acquired by or on behalf of the Depositorflow lines, the Servicer or the Issuing Entity; (e) gathering systems, field gathering systems, salt water disposal facilities, tanks and tank batteries, fixtures, valves, fittings, machinery and parts, engines, boilers, meters, apparatus, equipment, appliances, tools, implements, cables, wires, towers, casing, tubing and rods, surface leases, rights-of-way, easements, servitudes, licenses and other surface and subsurface rights together with all rightadditions, title substitutions, replacements, accessions and interest in all funds on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as from time attachments to time in effect) credited to, the Trust Accounts, including the Reserve Account, from time to time, including the Reserve Account Initial Deposit, and in all investments and proceeds thereof (including all income thereon); (f) the Receivables Purchase Agreement, including the RPA Assignment, and the Sale and Servicing Agreement, including the SSA Assignment (including the Issuing Entity’s right to cause World Omni, the Servicer or the Depositor to repurchase Receivables from the Issuing Entity under certain circumstances described therein); (g) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the UCC) constituting or relating to the foregoing; and (h) all proceeds of any and all of the foregoing properties. (e) All of the rights, titles and all present interests of every nature whatsoever now owned or hereafter acquired by Grantor in and to the Hydrocarbon Property rights, titles, interests and estates and every part and parcel thereof. (f) All rights and interests whatsoever now owned or hereafter acquired by Grantor in and to future claimscontracts, demandsforward contracts, causes of action swap, cap or collar contracts, option contracts, hedging contracts or other derivative contracts or similar agreements covering oil and choses in action in respect gas commodities or prices or financial, monetary or interest rate instruments. (g) All accounts, contract rights, inventory, general intangibles, insurance contracts and insurance proceeds and any other personable/movable property of any kind or all character constituting a part of, relating to or arising out of those portions of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever Mortgaged Property which are described in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments, general intangibles and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing; provided, however, that the foregoing items paragraphs (a) through (if) shall not include above and all proceeds and products of all such portions of the Notes Mortgaged Property and Trust Certificates payments in lieu of production (collectivelysuch as “take or pay” payments), whether such proceeds or payments are goods, money, documents, instruments, chattel paper, securities, accounts, general intangibles, fixtures, real property, or other assets. TO HAVE AND TO HOLD the “Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest onMortgaged Property unto Trustee, and any other amounts owing in respect ofit’s successors and assigns or substitutes, IN TRUST, for the Notesbenefit of Beneficiary, equally and ratably without prejudice, priority or distinction, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as Indenture Trustee on behalf of the Holders of the Notes, acknowledges such Grant, accepts the trusts under this Indenture in accordance with the terms and provisions of this Indenture and agrees to perform its duties required in this Indenture in accordance with the provisions of this Indenturehereof.

GRANTING CLAUSE. The Issuing Entity As collateral security for the payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, each Grantor hereby Grants pledges and grants to the Indenture Trustee at the Closing DateAdministrative Agent, as Indenture Trustee for the benefit of the Holders of the NotesSecured Parties, a Lien in all of the Issuing Entitysuch Grantor’s right, title and interestinterest in, to and under all of its property, in each case whether now tangible or hereafter acquiredintangible, and wherever located, in and whether now owned by such Grantor or hereafter acquired and whether now existing or hereafter coming into existence, including without limitation all of the following, but excluding all Excluded Assets (collectively, and subject to the proviso at the end of this Section 3.01, “Collateral”): (a) the Receivables identified on the SSA Assignment all Accounts (including all of which are identified in World Omni’s computer files by a code indicating that such Receivables are owned by the Issuing Entity and pledged to the Indenture Trustee) and all monies received thereon and in respect thereof after the Cutoff Date; trade receivables); (b) the security interests in, all Chattel Paper and the liens on, the Financed Vehicles granted by Obligors in connection with the Receivables and any other interest of the Issuing Entity in such Financed Vehicles; Records; (c) any proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors; all Checks; (d) any Financed Vehicle that shall have secured a Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer or the Issuing Entity; all Commercial Tort Claims; (e) all rightDeposit Accounts, title and interest in all funds on deposit incash, and “financial assets” (as such term is defined in the Uniform Commercial Code as all other property from time to time deposited therein or otherwise credited thereto and the monies and property in effect) credited tothe possession or under the control of Administrative Agent or any Grantor or any of its Affiliates, the Trust Accountsrepresentative, including the Reserve Account, from time to time, including the Reserve Account Initial Deposit, and in all investments and proceeds thereof (including all income thereon); agent or correspondent of Administrative Agent or any Grantor; (f) the Receivables Purchase Agreement, including the RPA Assignment, and the Sale and Servicing Agreement, including the SSA Assignment (including the Issuing Entity’s right to cause World Omni, the Servicer or the Depositor to repurchase Receivables from the Issuing Entity under certain circumstances described therein); all Documents; (g) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the UCC) constituting or relating to the foregoing; and Encumbrances; (h) all Equipment; (i) all Fixtures; (j) all General Intangibles (including in respect of any intercompany Indebtedness); (k) all Goods not otherwise described in this Section 3; (l) all Instruments, including all Promissory Notes and any Instrument evidencing any intercompany Indebtedness; (m) all Intellectual Property; (n) all Inventory; (o) all Letter of Credit Rights and all Supporting Obligations; (p) all Investment Property not otherwise described in this Section 3, including all Securities, all Securities Accounts and all Security Entitlements with respect thereto and Financial Assets carried therein, and all Commodity Accounts and Commodity Contracts; (q) all Pledged Shares; (r) all other tangible and intangible personal property of such Grantor (whether or not subject to the UCC), including, without limitation, all bank and other accounts and all cash and all investments therein, all proceeds, products, offspring, accessions, rents, profits, income, benefits, substitutions and replacements of and to any of the property of such Grantor described in the preceding clauses of this Section 3.01 (including, without limitation, any proceeds of insurance thereon and all causes of action, claims and warranties now or hereafter held by such Grantor in respect of any of the items listed above), and all books, correspondence, files, invoices and other Records, including, without limitation, all tapes, disks, cards, Software, data and computer programs in the possession or under the control of such Grantor or any other Person from time to time acting for such Grantor that at any time evidence or contain information relating to any of the property described in the preceding clauses of this Section 3.01 or are otherwise necessary or helpful in the collection or realization thereof; and (s) all Proceeds, including all Cash Proceeds and Noncash Proceeds, of any and all of the foregoing and all present and future claimsCollateral; in each case howsoever such Grantor’s interest therein may arise or appear (whether by ownership, demandssecurity interest, causes of action and choses in action in respect of any claim or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments, general intangibles and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoingotherwise); provided, however, that, nothing set forth in this Section 3.01 or any other provision of this Agreement or any other Loan Document shall at any time constitute the grant of a security interest in, or a Lien on, any Excluded Asset, none of which shall constitute Collateral. For the avoidance of doubt, Administrative Agent agrees that with respect to the foregoing items (a) through Intellectual Property, the rights of the licensees under the licenses permitted by the Credit Agreement will not be terminated, limited or otherwise adversely affected by (i) shall not include the Notes and Trust Certificates execution of or (collectively, ii) the “Collateral”). The foregoing Grant is made in trust to secure the payment exercise of principal of and interest on, and Administrative Agent’s rights under this Agreement or any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as Indenture Trustee on behalf of the Holders of the Notes, acknowledges such Grant, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture in accordance with the provisions of this IndentureLoan Document.

GRANTING CLAUSE. The Issuing Entity hereby Grants Seller and Purchaser intend that the sale of the Transferred Assets pursuant to this Sale Supplement and the Agreement constitutes a valid sale of the Transferred Assets from Seller to Purchaser, conveying good title thereto free and clear of any Lien, and that the beneficial interest in and title to the Indenture Trustee at Transferred Assets not be part of Seller’s estate in the Closing Date, as Indenture Trustee for the benefit event of the Holders bankruptcy of Seller. Notwithstanding the Notesforegoing, to secure its performance of its obligations under the Agreement and this Sale Supplement, Seller hereby grants to Purchaser a security interest in all of the Issuing Entity’s right, title and interest, whether now or hereafter acquired, and wherever located, in and to (a) the Receivables identified on the SSA Assignment (all of which are identified in World Omni’s computer files by a code indicating that such Receivables are owned by the Issuing Entity and pledged to the Indenture Trustee) and all monies received thereon and in respect thereof after the Cutoff Date; (b) the security interests in, and the liens on, the Financed Vehicles granted by Obligors in connection with the Receivables and any other interest of the Issuing Entity in such Financed Vehicles; (c) any proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors; (d) any Financed Vehicle that shall have secured a Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer or the Issuing Entity; (e) all its right, title and interest in all funds on deposit inand to the following, whether now owned or hereafter acquired, and all monies “financial assetssecurities,” (as such term is defined in the Uniform Commercial Code as from time to time in effect) credited to, the Trust Accounts, including the Reserve Account, from time to time, including the Reserve Account Initial Deposit, and in all investments and proceeds thereof (including all income thereon); (f) the Receivables Purchase Agreement, including the RPA Assignment, and the Sale and Servicing Agreement, including the SSA Assignment (including the Issuing Entity’s right to cause World Omni, the Servicer or the Depositor to repurchase Receivables from the Issuing Entity under certain circumstances described therein); (g) all “instruments,” “accounts,” “general intangibles,” “payment intangibles,” “goods,” “letter of credit rights,” “chattel paper,” “general intangiblesfinancial assets,” and “promissory notesinvestment property,” (each as such terms are defined in the applicable UCC) constituting and other property consisting of, arising from or relating to any of the following: (a) the Servicing Rights in respect of all of the Mortgage Loans and REO Properties related to the Servicing Agreements, in each case together with all related security, collections and payments thereon and proceeds of the conversion, voluntary or involuntary of the foregoing; ; (b) the Rights to MSRs with respect to each Servicing Agreement; (c) all Servicing Fees, Ancillary Income and Prepayment Interest Excess received under the Servicing Agreements and subject to Section 6.10 of this Sale Supplement; (d) all income from amounts on deposit in Custodial Accounts and related Escrow Accounts related to the Servicing Agreements; (e) all files and records in Seller’s possession or control, including the related Database, relating to the assets specified in clauses (a) through (d); (f) all causes of action, lawsuits, judgments, claims, refunds, choses in action, rights of recovery, rights of set-off, rights of recoupment, demands and any other rights or claims of any nature, whether arising by way of counterclaim or otherwise, available to or being pursued by Seller to the extent related exclusively to any of the foregoing and/or the Assumed Liabilities; (g) all Servicing Advance Receivables and DSF in respect of the Servicing Agreements and all monies due or to become due and all amounts received or receivable; (h) all proceeds of any and all of the foregoing and all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment exercise any optional termination or clean-up call provisions under such Servicing Agreements, other than any rights of Seller to exercise any and every kind and other forms of obligations and receivables, instruments, general intangibles and other property which at optional termination or clean-up call provisions under a Servicing Agreements in its capacity as a master servicer (except to the extent that the Seller is identified as the “Master Servicer” but performs the primary servicing function with respect to the related Mortgage Loans); and (i) any time constitute all or part of or are included in the proceeds of any of the foregoing; provided, however, that the foregoing items (a) through (i) shall not include the Notes and Trust Certificates (collectively, the “Collateral”). The foregoing Grant is made This Sale Supplement shall constitute a security agreement under applicable law. Seller agrees that from time to time it shall promptly execute and deliver all additional instruments and documents and take all additional action that Purchaser may reasonably request in trust order to secure perfect the payment interests of principal of Purchaser in, to and interest onunder, and any other amounts owing in respect ofor to protect, the NotesCollateral or to enable Purchaser to exercise or enforce any of its rights or remedies hereunder. To the fullest extent permitted by applicable law, equally Seller hereby authorizes Purchaser to file financing statements and ratably without prejudice, priority amendments thereto in connection with the grant of a security interest pursuant to this Section 9.1. Seller covenants and agrees to take all necessary action to prevent the creation or distinctionimposition of any Lien upon any of the Collateral, and to secure compliance with maintain the provisions Collateral free and clear of this Indentureall Liens, all as provided in this Indenture. The Indenture Trustee, as Indenture Trustee on behalf other than the Lien securing the obligations of the Holders of the Notes, acknowledges such Grant, accepts the trusts Seller arising under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture in accordance with the provisions of this IndentureSale Supplement.

GRANTING CLAUSE. The Issuing Entity Issuer hereby Grants to the Indenture Trustee at Trustee, on the Closing Date, date hereof as Indenture Trustee trustee for the benefit of (i) the Holders of the Notes, Series A Environmental Control Bonds and (ii) the Indenture Trustee all of the Issuing EntityIssuer’s right, title and interest, interest (whether now owned or hereafter acquiredhereinafter acquired or arising) in, to and wherever located, in and to under (a) the Receivables identified Transferred Environmental Control Property transferred by the Seller to the Issuer on the SSA Assignment (all of which are identified in World Omni’s computer files by a code indicating that such Receivables are owned by the Issuing Entity and pledged date hereof pursuant to the Indenture Trustee) Sale Agreement and all monies received thereon and in respect thereof after the Cutoff Date; proceeds thereof, (b) to the security interests in, and extent related to the liens onSeries A Environmental Control Bonds, the Financed Vehicles granted by Obligors in connection with the Receivables and any other interest of the Issuing Entity in such Financed Vehicles; Transfer Agreement, (c) any proceeds with respect to the Receivables from claims on any physical damageextent related to the Series A Environmental Control Bonds, credit life or disability insurance policies covering Financed Vehicles or Obligors; the Sale Agreement, (d) any Financed Vehicle that shall have secured a Receivable and that shall have been acquired the ▇▇▇▇ of Sale delivered by or the Seller pursuant to the Sale Agreement on behalf of the Depositordate hereof, the Servicer or the Issuing Entity; (e) to the extent related to the Series A Environmental Control Bonds, the Servicing Agreement, (f) to the extent related to the Series A Environmental Control Bonds, the Issuer Administration Agreement, (g) the Collection Account for the Series A Environmental Control Bonds and all rightsubaccounts thereof and all cash, title and interest securities, instruments, investment property or other assets deposited in all funds on deposit in, and “financial assets” (as or credited to such term is defined in the Uniform Commercial Code as Collection Account or any subaccount thereof from time to time in effect) credited toor purchased with funds therefrom, the Trust Accounts, including the Reserve Account, from time to time, including the Reserve Account Initial Deposit, and in all investments and proceeds thereof (including all income thereon); (f) the Receivables Purchase Agreement, including the RPA Assignment, and the Sale and Servicing Agreement, including the SSA Assignment (including the Issuing Entity’s right to cause World Omni, the Servicer or the Depositor to repurchase Receivables from the Issuing Entity under certain circumstances described therein); (g) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the UCC) constituting or relating to the foregoing; and (h) all proceeds other property related to the Series A Environmental Control Bonds of any whatever kind owned from time to time by the Issuer including all accounts, accounts receivable, investment property and all of chattel paper, (i) to the foregoing and extent payable to the Collection Account for the Series A Environmental Control Bonds, all present and future claims, demands, causes of action and choses chooses in action in respect of any or all of the foregoing and (j) to the extent payable to the Collection Account for the Series A Environmental Control Bonds, all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereofconversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, general intangibles, notes, drafts, acceptances, chattel paper, documents, money, investment property, letters of credit, letter of credit rights, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind kind, and other forms of obligations and receivables, instruments, general intangibles instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing; provided, however, that the foregoing items (a) through (i) shall not include the Notes and Trust Certificates (collectively, the “Series A Collateral”); provided (A) that the following shall not be subject to the lien of the Indenture: (i) cash or other property distributed to the Issuer from the Collection Account in accordance with the provisions of the Indenture, and (ii) proceeds from the sale of the Series A Environmental Control Bonds required to pay the purchase price of the Transferred Environmental Control Property pursuant to the Sale Agreement, as the case may be, and the costs of the issuance of the Environmental Control Bonds as set forth in the flow of funds memorandum delivered on the date hereof (together with any interest earnings thereon) and (B) that this Grant shall be limited only to the Issuer’s right, title and interest as related to Environmental Control Property transferred on the date hereof and the Series A Environmental Control Bonds and not to any Additional Issuance, including another issuance of Environmental Control Bonds. The foregoing Grant is made To have and to hold in trust to secure the payment of principal of and premium, if any, and interest on, and any other amounts owing in respect of, the NotesSeries A Environmental Control Bonds, including all amounts payable to the Indenture Trustee under the Indenture and the other Basic Documents equally and ratably without prejudice, preference, priority or distinction, except as expressly provided in this Indenture and to secure compliance performance by the Issuer of all of the Issuer’s obligations under this Indenture with respect to the provisions of this IndentureSeries A Environmental Control Bonds, all as provided in this the Indenture. The Indenture Trustee, as Indenture Trustee trustee on behalf of the Holders of the NotesEnvironmental Control Bonds, acknowledges such Grant, accepts the trusts under this Indenture hereunder in accordance with the provisions of this Indenture hereof and agrees to perform its duties required in the Indenture and in this Indenture in accordance with the provisions of this IndentureSupplement.

GRANTING CLAUSE. The Issuing Entity Issuer hereby Grants to the Indenture Trustee at the Closing DateTrustee, as Indenture Trustee for the benefit and security of the Holders of Noteholders and the NotesTrustee as their interests appear herein, all of the Issuing Entity’s right, title and interest, whether now or hereafter acquired, and wherever located, in and to (a) the Receivables identified on the SSA Assignment (all of which are identified in World Omni’s computer files by a code indicating that such Receivables are owned by the Issuing Entity and pledged to the Indenture Trustee) and all monies received thereon and in respect thereof after the Cutoff Date; (b) the security interests in, and the liens on, the Financed Vehicles granted by Obligors in connection with the Receivables and any other interest of the Issuing Entity in such Financed Vehicles; (c) any proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors; (d) any Financed Vehicle that shall have secured a Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer or the Issuing Entity; (e) all Issuer's right, title and interest in and to the Trust Property. The Issuer also hereby assigns to the Trustee, for the benefit of the Noteholders and the Trustee, its security interest in the Equipment (which shall be a first priority perfected security interest in Equipment other than with respect to Equipment relating to a Secured Equipment Note or Finance Lease and for which the Original Equipment Cost is less than $25,000) subject to the underlying equipment lease related to the Contracts and all funds on deposit inof the Issuer's rights in all income, payments and proceeds related thereto. The Grants of the Trust Property effected by this Amended and Restated Indenture shall include all rights, powers, and “financial assets” options (as such term is defined but none of the obligations) of the Issuer with respect thereto, including, without limitation, the immediate and continuing right to claim for, collect, receive, and give receipts for Contract Payments in respect of the Contracts and all other moneys payable thereunder, to give and receive notices and other communications, to recover on the Equipment pursuant thereto, to make waivers, amendments or other agreements, to exercise all rights and options, to bring judicial proceedings in the Uniform Commercial Code as from time name of the Issuer or otherwise, to time in effect) credited toterminate a Contract pursuant to the terms thereof, enforce all rights and remedies of the Trust AccountsIssuer with respect to the duties, including covenants, obligations, indemnities, representations and warranties of the Reserve Account, from time to time, including the Reserve Account Initial Deposit, and in all investments and proceeds thereof (including all income thereon); (f) the Receivables Purchase Agreement, including the RPA Assignment, Contributor and the Sale Servicer under the Amended and Restated Contribution and Servicing Agreement, including the SSA Assignment (including the Issuing Entity’s right and generally to cause World Omni, the Servicer or the Depositor to repurchase Receivables from the Issuing Entity under certain circumstances described therein); (g) all “accounts,” “chattel paper,” “general intangibles” do and “promissory notes” (as such terms are defined in the UCC) constituting or relating to the foregoing; and (h) all proceeds of any and all of the foregoing and all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments, general intangibles and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing; provided, however, receive anything that the foregoing items (a) through (i) shall not include the Notes and Trust Certificates (collectively, the “Collateral”)Issuer is or may be entitled to do or receive thereunder or with respect thereto. The foregoing Grant is Such Grants are made in trust to secure (i) the payment of principal of and interest on, and any other all amounts owing due on the Notes in respect of, the Notesaccordance with their terms, equally and ratably without prejudice, priority priority, or distinctiondistinction between any Note of the same class and any other Note of the same class by reason of differences in time of issuance or otherwise, except as otherwise may be provided in this Amended and to secure Restated Indenture or any Supplement, (ii) the payment of all other sums payable under this Amended and Restated Indenture and (iii) compliance with the provisions of this Indenture, all as provided in this IndentureAmended and Restated Indenture and any Supplement with respect to the Notes. The Indenture Trustee, as Indenture Trustee on behalf of the Holders of the Notes, acknowledges such GrantGrants, accepts the trusts under this Indenture hereunder in accordance with the provisions of this Indenture hereof, and agrees to perform the duties herein required to the best of its duties required in this Indenture in accordance with ability and to the provisions end that the interests of this Indenturethe Noteholders may be adequately and effectively protected as hereinafter provided.

GRANTING CLAUSE. The Issuing Entity In order to secure and to provide for the repayment of the Obligations, WFSRC hereby Grants to assigns, conveys, transfers, delivers and sets over unto the Indenture Trustee at the Closing DateCollateral Agent, as Indenture Trustee collateral agent for Financial Security, and hereby grants the benefit of the Holders of the NotesCollateral Agent, as collateral agent for Financial Security, a security interest in all of the Issuing Entity’s right, title and interest, whether now or hereafter acquired, and wherever located, in and to (a) the Receivables identified on the SSA Assignment (all of which are identified in World Omni’s computer files by a code indicating that such Receivables are owned by the Issuing Entity and pledged to the Indenture Trustee) and all monies received thereon and in respect thereof after the Cutoff Date; (b) the security interests in, and the liens on, the Financed Vehicles granted by Obligors in connection with the Receivables and any other interest of the Issuing Entity in such Financed Vehicles; (c) any proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors; (d) any Financed Vehicle that shall have secured a Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer or the Issuing Entity; (e) all its right, title and interest in all funds the Collateral owned by it, to have and to hold said Collateral unto the Collateral Agent, its successors and assigns, forever in pledge and trust for the benefit and security of Financial Security, subject to the terms and provisions set forth in Article V of this Agreement. The assignment and security interest so granted to the Collateral Agent shall not relieve WFSRC from the performance of any term, covenant, condition or agreement on deposit inWFSRC's part to be performed or observed under or in connection with this Agreement or any other Transaction Agreement, or impose any obligation on the Collateral Agent or Financial Security to perform or observe any such term, covenant, condition or agreement on WFSRC's part to be so performed or observed or impose any liability on the Collateral Agent or Financial Security for any act or omission on the part of WFSRC relative thereto or for any breach of any representation or warranty on the part of WFSRC contained therein, or made in connection therewith, and “financial assets” WFSRC hereby agrees to indemnify and hold harmless the Collateral Agent and Financial Security from and against any and all losses, liabilities (as including liabilities for penalties), claims, demands, actions, suits, judgments, costs and expenses arising out of or resulting from the assignment and security interest granted hereby by virtue of any act or omission on the part of WFSRC (other than an act or omission on the part of such term is defined party pursuant to or in accordance with an express direction from the Uniform Commercial Code as from time to time in effect) credited toCollateral Agent or Financial Security), including, without limitation, the Trust Accountsreasonable costs, expenses and disbursements (including attorneys' fees) incurred by the Reserve Account, from time Collateral Agent or Financial Security in enforcing this Agreement or any other Transaction Agreement. The assignment and security interest granted to time, including the Reserve Account Initial DepositCollateral Agent pursuant to this Section shall become effective prior to the effectiveness of the Seller Assignments, and in all investments and proceeds thereof (including all income thereon); (f) the Receivables Purchase Agreement, including assignment by WFSRC to the RPA Assignment, and Trust under Section 2.01 of the Sale and Servicing Agreement, including Agreement and the SSA Assignment (including assignment by the Issuing Entity’s right to cause World Omni, the Servicer or the Depositor to repurchase Receivables from the Issuing Entity under certain circumstances described therein); (g) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the UCC) constituting or relating Trust to the foregoing; Indenture Trustee under the Indenture and, upon the effectiveness of such assignments and (h) all proceeds of any security interest, such assignment and all of the foregoing and all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights security interest shall be subject to payment of any and every kind and other forms of obligations and receivables, instruments, general intangibles and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing; provided, however, that the foregoing items (a) through (i) shall not include the Notes and Trust Certificates (collectively, the “Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as Indenture Trustee on behalf of the Holders of the Notes, acknowledges such Grant, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture in accordance with the provisions of this IndentureSection 5.01(d) hereof.

GRANTING CLAUSE. The Issuing Entity hereby Issuer Grants to the Indenture Trustee for the series referred to in the Adoption Annex at the Closing Date, as Indenture Trustee for the benefit of the Holders of Noteholders and the NotesCredit Enhancer, all of the Issuing Entity’s right, title and interest, whether Issuer's interest existing now or hereafter acquiredin the future in: o Mortgage Loans and the related Mortgage Files and all property that secures the Mortgage Loans and all property that is acquired by foreclosure or deed in lieu of foreclosure, and wherever located, in and to all collections received on each Mortgage Loan after the Cut-off Date (a) the Receivables identified on the SSA Assignment (all of which are identified in World Omni’s computer files by a code indicating that such Receivables are owned excluding payments due by the Issuing Entity and pledged to Cut-off Date); o the Indenture Trustee) and all monies received thereon and in respect thereof after Issuer's rights under hazard insurance policies; o the Cutoff Date; (b) the security interests in, and the liens on, the Financed Vehicles granted by Obligors in connection with the Receivables and any other interest of the Issuing Entity Issuer in such Financed Vehicles; (c) any proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors; (d) any Financed Vehicle that shall have secured a Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer or the Issuing Entity; (e) all right, title and interest in all funds on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as from time to time in effect) credited to, the Trust Accounts, including the Reserve Account, from time to time, including the Reserve Account Initial Deposit, and in all investments and proceeds thereof (including all income thereon); (f) the Receivables Purchase Agreement, including the RPA Assignment, and the Sale and Servicing Agreement, including Agreement and the SSA Assignment Purchase Agreement (including the Issuing Entity’s Issuer's right to cause World Omni, the Servicer or the Depositor Mortgage Loans to repurchase Receivables from the Issuing Entity under certain circumstances described thereinbe repurchased); (g) all “accounts,” “chattel paper,” “general intangibles” o the segregated account maintained to hold collections and “promissory notes” (as such terms are defined in the UCC) constituting or relating to the foregoingits contents; and (h) all proceeds of any and all of the foregoing and o all present and future claims, demands, causes of action action, and choses in action in respect of regarding any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of from any or all of the foregoing, including all proceeds of the conversion thereoftheir conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind kind, and other forms of obligations and receivablesobligations, instruments, general intangibles and other property which that at any time constitute all or any part of or are included in the proceeds of any of the foregoing; provided, however, that the foregoing items (a) through (i) shall not include the Notes and Trust Certificates (collectively, the “"Collateral”"). The foregoing This Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect ofon, the Notes, equally and ratably without prejudice, priority priority, or distinction, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The foregoing Grant shall inure to the benefit of the Credit Enhancer to the extent of draws made on the Policy and amounts owing under the Insurance Agreement, and shall continue for the benefit of the Credit Enhancer until all amounts owed the Credit Enhancer have been repaid in full. The Indenture Trustee, as Indenture Trustee on behalf of the Holders of Noteholders and the NotesCredit Enhancer, acknowledges such the Grant, accepts the trusts under this Indenture in accordance with the provisions of this Indenture Indenture, and agrees to perform its duties required in this Indenture in accordance with its terms and the provisions terms of this Indenturethe Transaction Documents.

GRANTING CLAUSE. The Issuing Entity Issuer hereby Grants to the Indenture Trustee at the Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, all of the Issuing Entity’s Issuer's right, title and interest, whether now or hereafter acquired, and wherever located, interest in and to (a) the Receivables identified listed on the SSA Assignment (all of which are identified in World Omni’s computer files by a code indicating that such Receivables are owned by the Issuing Entity and pledged to the Indenture Trustee) Schedule A and all monies moneys received thereon on and in respect thereof after the Cutoff Date; (b) the security interests in, and the liens on, in the Financed Vehicles and any accessions thereto granted by Obligors in connection with pursuant to the Receivables and any other interest of the Issuing Entity Issuer in such Financed Vehicles; (c) any Liquidation Proceeds and any other proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering the Financed Vehicles or the related Obligors, including any vendor's single interest or other collateral protection insurance policy; (d) any Financed Vehicle property that shall have secured a Receivable and that shall have been acquired by or on behalf of the DepositorSeller, the Servicer Master Servicer, the Depositor or the Issuing EntityIssuer; (e) all rightthe proceeds from any Master Servicer's errors and omissions protection policy, title any fidelity bond and interest in all funds on deposit inany blanket physical damage policy, and “financial assets” (as to the extent such term is defined in the Uniform Commercial Code as from time proceeds relate to time in effect) credited to, the Trust Accounts, including the Reserve Account, from time to time, including the Reserve Account Initial Deposit, and in all investments and proceeds thereof (including all income thereon)any Financed Vehicle; (f) all documents and other items contained in the Receivable Files; (g) the Issuer's rights and benefits under the Receivables Purchase Agreement, including the RPA Assignment, representations and warranties and the Sale cure and Servicing repurchase obligations of the Seller under the Receivables Purchase Agreement, including the SSA Assignment (including the Issuing Entity’s right to cause World Omni, the Servicer or the Depositor to repurchase Receivables from the Issuing Entity under certain circumstances described therein); (g) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the UCC) constituting or relating to the foregoing; and (h) all proceeds of any funds on deposit from time to time in the Trust Accounts and all of the foregoing investments therein and all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, thereof (including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments, general intangibles and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing; provided, however, that the foregoing items (a) through (i) shall not include the Notes and Trust Certificates (collectively, the “Collateral”Investment Earnings thereon). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as Indenture Trustee on behalf of the Holders of the Notes, acknowledges such Grant, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture in accordance with the provisions of this Indenture.;

GRANTING CLAUSE. The Issuing Entity Each of the Issuers hereby Grants to the Indenture Trustee at on the applicable Series Closing Date, as Indenture Trustee for the benefit of the Holders of Indenture Trustee and the NotesNoteholders, all of the Issuing Entitysuch Issuer’s right, title and interest, whether now or hereafter acquired, and wherever located, in and to (a) the Receivables identified on the SSA Assignment (all of which are identified in World Omni’s computer files by a code indicating that such Receivables are owned by the Issuing Entity and pledged to the Indenture Trustee) and all monies received thereon and in respect thereof after the Cutoff Date; (b) the security interests in, and the liens on, the Financed Vehicles granted by Obligors in connection with the Receivables and any other interest of the Issuing Entity in such Financed Vehicles; (c) any proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors; (d) any Financed Vehicle that shall have secured a Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer or the Issuing Entity; (e) all right, title and interest in and to all funds on of such Issuer’s “accounts,” “deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as from time to time in effect) credited to, the Trust Accounts, including the Reserve Account, from time to time, including the Reserve Account Initial Deposit, and in all investments and proceeds thereof (including all income thereon); (f) the Receivables Purchase Agreement, including the RPA Assignment, and the Sale and Servicing Agreement, including the SSA Assignment (including the Issuing Entity’s right to cause World Omni, the Servicer or the Depositor to repurchase Receivables from the Issuing Entity under certain circumstances described therein); (g) all “accounts,” “chattel paper,” “general payment intangibles,” and “commercial tort claims,” “supporting obligations,” “promissory notes,” “letter-of-credit rights,” “documents,” “goods,” “fixtures,” “general intangibles,” “instruments,” “inventory,” “equipment,” “investment property,” “proceeds” (as such each of the foregoing terms are is defined in the UCC), rights, interests and property (whether now owned or hereafter acquired or arising) constituting (individually, the “Collateral” and, collectively, the “Collateral Pool”), including the following: (i) fee title to, and, if applicable, ground lease interests in ground leases to, such Issuer’s Properties, (ii) each of the Leases with respect to such Properties and all payments required thereunder on and after the applicable Series Closing Date or relating Transfer Date, as applicable, (iii) the Mortgage Loans and all payments required thereunder on and after the applicable Series Closing Date or Transfer Date, (iv) all of such Issuer’s right, title and interest in all fixtures and reserves and escrows, if any, related to such Issuer’s Properties, (v) any guarantees of and security for the Tenants’ obligations under the Leases, including any security deposits thereunder, (vi) all of such Issuer’s rights under the applicable Guaranties, (vii) all of such Issuer’s rights (but none of its obligations) under the Purchase and Sale Agreements and the Collateral Agency Agreement, (viii) the Collection Account, the Release Account, the Lockbox Transfer Account, the DSCR Reserve Account, the Post-Closing Acquisition Reserve Account, the Payment Account and any other accounts established under the Transaction Documents for purposes of receiving, retaining and distributing amounts received in respect of the Collateral Pool and making payments to the foregoing; Holders of the Notes and making distributions to the Holders of the Issuer Interests, and all funds and Permitted Investments as may from time to time be deposited therein, (hix) all proceeds of any such Issuer’s right, title and all of the foregoing interest in and to a Series Enhancement, if any, (x) all present and future claims, demands, demands and causes of action and choses in action in respect of any or the foregoing, and (xi) all proceeds of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoingwhatsoever, including including, without limitation, all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments, general intangibles instruments and other property which that at any time constitute all or part of or are included in the proceeds of any of the foregoing; provided, however, that the foregoing items (a) through (i) shall not include the Notes and Trust Certificates (collectively, the “Collateral”). The foregoing Grant is Grants are made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as Indenture Trustee on behalf of the Holders of the Notes, acknowledges such Grant, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture in accordance with the provisions of this Indentureeach Series Supplement.

GRANTING CLAUSE. The Issuing Entity With respect to the Transition Bonds, the Issuer hereby Grants to the Indenture Trustee at the Closing DateTrustee, as Indenture Trustee for the benefit of the Holders Secured Parties of the NotesTransition Bonds, all of the Issuing EntityIssuer’s right, title and interest, interest (whether now owned or hereafter acquired, and wherever located, acquired or arising) in and to (a) the Receivables identified on Transition Property created under and pursuant to the SSA Assignment (all of which are identified in World Omni’s computer files by a code indicating that such Receivables are owned Financing Order, and transferred by the Issuing Entity and pledged Seller to the Indenture Trustee) Issuer pursuant to the Sale Agreement (including, to the fullest extent permitted by law, the right to impose, collect and receive Transition Charges, all monies received thereon revenues, collections, claims, rights, payments, money or proceeds of or arising from the Transition Charges authorized in the Financing Order and in respect thereof after the Cutoff Date; any Tariffs filed pursuant thereto and any contractual rights to collect such Transition Charges from Customers and REPs), (b) all Transition Charges related to the security interests inTransition Property, and the liens on, the Financed Vehicles granted by Obligors in connection with the Receivables and any other interest of the Issuing Entity in such Financed Vehicles; (c) any proceeds the Sale Agreement and the Bill of Sale executed in connection therewith and all property and interests in property transferred under the Sale Agreement and the Bill of Sale with respect to the Receivables from claims on any physical damageTransition Property and the Transition Bonds, credit life or disability insurance policies covering Financed Vehicles or Obligors; (d) the Servicing Agreement, the Intercreditor Agreement, the Administration Agreement and any Financed Vehicle that shall have secured a Receivable subservicing, agency, intercreditor, administration or collection agreements executed in connection therewith, to the extent related to the foregoing Transition Property and that shall have been acquired the Transition Bonds, (e) the Collection Account, all subaccounts thereof and all amounts of cash, instruments, investment property or other assets on deposit therein or credited thereto from time to time and all financial assets and securities entitlements carried therein or credited thereto, (f) all rights to compel the Servicer to file for and obtain adjustments to the Transition Charges in accordance with Section 39.307 of the Securitization Law, the Financing Order or any Tariff filed in connection therewith, (g) all deposits, guarantees, surety bonds, letters of credit and other forms of credit support provided by or on behalf of the DepositorREPs pursuant to such Financing Order or Tariff, the Servicer or the Issuing Entity; (e) including investment earnings thereon and all right, title and interest in all funds amounts on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as from time to time in effect) credited to, the Trust REP Deposit Accounts, including the Reserve Account, from time to time, including the Reserve Account Initial Deposit, and in all investments and proceeds thereof (including all income thereon); (f) the Receivables Purchase Agreement, including the RPA Assignment, and the Sale and Servicing Agreement, including the SSA Assignment (including the Issuing Entity’s right to cause World Omni, the Servicer or the Depositor to repurchase Receivables from the Issuing Entity under certain circumstances described therein); (g) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the UCC) constituting or relating to the foregoing; and (h) all proceeds of any and all of the foregoing and all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing foregoing, whether such claims, demands, causes and choses in action constitute Transition Property, accounts, general intangibles, instruments, contract rights, chattel paper or proceeds of such items or any other form of property, (i) all accounts, chattel paper, deposit accounts, documents, general intangibles, goods, instruments, investment property, letters of credit, letters-of-credit rights, money, commercial tort claims and supporting obligations related to the foregoing, (j) all payments on or under under, and all proceeds of every kind and nature whatsoever in respect of of, any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments, general intangibles and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing; provided, however, it being understood that the foregoing items (a) through following do not constitute Transition Bond Collateral: (i) cash that has been released pursuant to Section 8.02(e)(xi) of the Indenture and, following retirement of all Outstanding Transition Bonds, cash that has been released pursuant to Section 8.02(e)(xii) of the Indenture and (ii) amounts deposited with the Issuer on the Closing Date, for payment of costs of issuance with respect to the Transition Bonds (together with any interest earnings thereon), it being understood that such amounts described in clauses (i) and (ii) above shall not include be subject to Section 3.17 of the Notes and Trust Certificates (collectively, the “Collateral”)Indenture. The foregoing Grant is made in trust to secure the payment of principal of and premium, if any, interest on, and any other amounts owing in respect of, the NotesTransition Bonds and all fees, expenses, counsel fees and other amounts due and payable to the Indenture Trustee (collectively, the “Secured Obligations”) equally and ratably without prejudice, priority or distinction, and except as expressly provided in the Indenture, to secure compliance with the provisions of this Indenturethe Indenture with respect to the Transition Bonds, all as provided in the Indenture and to secure the performance by the Issuer of all of its obligations under the Indenture. The Indenture and this IndentureSeries Supplement constitutes a security agreement within the meaning of the Securitization Law and under the UCC to the extent that the provisions of the UCC are applicable hereto. The Indenture Trustee, as Indenture Trustee indenture trustee on behalf of the Holders Secured Parties of the NotesTransition Bonds, acknowledges such Grant, Grant and accepts the trusts under this Supplement and the Indenture in accordance with the provisions of this Indenture Supplement and agrees to perform its duties required in this Indenture in accordance with the provisions of this Indenture.

GRANTING CLAUSE. The Issuing Entity With respect to the Securitized Utility Tariff Bonds, the Issuer hereby Grants to the Indenture Trustee at the Closing DateTrustee, as Indenture Trustee for the benefit of the Holders Secured Parties of the NotesSecuritized Utility Tariff Bonds, a Lien on and a security interest in and to all of the Issuing EntityIssuer’s right, title and interest, interest (whether now owned or hereafter acquiredacquired or arising) in, to and wherever locatedunder all of the following property (such property, in and to collectively, the “Securitized Utility Tariff Bond Collateral”): (a) the Receivables identified on Securitized Utility Tariff Property created under and pursuant to the SSA Assignment (all of which are identified in World Omni’s computer files by a code indicating that such Receivables are owned Financing Order and the Securitization Law and transferred by the Issuing Entity and pledged Seller to the Indenture TrusteeIssuer pursuant to the Sale Agreement (including, to the fullest extent permitted by law, the right, title, and interest of the Issuer (i) in and to the Securitized Utility Tariff Charges, including all monies received thereon rights to True-Up Adjustments to the Securitized Utility Tariff Charges in accordance with the Securitization Law and the Financing Order and (ii) to be paid the amount that is determined in a Financing Order to be the amount that the Seller and Issuer is lawfully entitled to receive pursuant to the provisions of the Securitization Law and the proceeds thereof, and in respect thereof after and to all revenues, collections, claims, payments, moneys, or proceeds of or arising from the Cutoff DateSecuritized Utility Tariff Charges); (b) all Securitized Utility Tariff Charges related to the security interests inSecuritized Utility Tariff Property, and the liens on, the Financed Vehicles granted by Obligors in connection with the Receivables and any other interest of the Issuing Entity in such Financed Vehicles; (c) any proceeds the Sale Agreement and all property and interests in property transferred under the Sale Agreement with respect to the Receivables from claims on any physical damageSecuritized Utility Tariff Property and the Securitized Utility Tariff Bonds, credit life or disability insurance policies covering Financed Vehicles or Obligors; (d) any Financed Vehicle that shall have secured a Receivable and that shall have been acquired by or on behalf of the DepositorServicing Agreement, the Servicer Administration Agreement, the Intercreditor Agreement and any subservicing, agency, intercreditor, administration or collection agreements executed in connection therewith, if any, to the Issuing Entity; extent related to the foregoing Securitized Utility Tariff Property and the Securitized Utility Tariff Bonds, (e) the Collection Account, all rightsubaccounts thereof and all amounts of cash, title and interest in all funds instruments, investment property or other assets on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as therein or credited thereto from time to time in effect) and all Financial Assets and securities entitlements carried therein or credited tothereto, the Trust Accounts, including the Reserve Account, from time to time, including the Reserve Account Initial Deposit, and in all investments and proceeds thereof (including all income thereon); (f) all rights to compel the Receivables Purchase Agreement, including Servicer to file for and obtain adjustments to the RPA Assignment, and Securitized Utility Tariff Charges in accordance with Section 393.1700.2(3)(c)e. of the Sale and Servicing Agreement, including the SSA Assignment (including the Issuing Entity’s right to cause World OmniSecuritization Law, the Servicer Financing Order or the Depositor to repurchase Receivables from the Issuing Entity under certain circumstances described therein); Tariff filed in connection therewith, (g) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the UCC) constituting or relating to the foregoing; and (h) all proceeds of any and all of the foregoing and all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing, whether such claims, demands, causes and choses in action constitute Securitized Utility Tariff Property, accounts, general intangibles, instruments, contract rights, chattel paper or proceeds of such items or any other form of property with respect to the Securitized Utility Tariff Bonds, (h) all accounts, chattel paper, deposit accounts, documents, general intangibles, goods, instruments, investment property, letters of credit, letters-of-credit rights, money, commercial tort claims and supporting obligations with respect to the Securitized Utility Tariff Bonds related to the foregoing and (i) all payments on or under under, and all proceeds of every kind and nature whatsoever in respect of of, any or all of the foregoingforegoing with respect to the Securitized Utility Tariff Bonds; it being understood that the following do not constitute Securitized Utility Tariff Bond Collateral: amounts deposited with the Issuer on the Closing Date, including all proceeds required for payment of costs of issuance with respect to the Securitized Utility Tariff Bonds (together with any interest earnings thereon), it being understood that such amounts described in this clause shall not be subject to Section 3.17 of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments, general intangibles and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing; provided, however, that the foregoing items (a) through (i) shall not include the Notes and Trust Certificates (collectively, the “Collateral”)Indenture. The foregoing Grant is made in trust to secure the payment of principal of and premium, if any, interest on, and any other amounts owing in respect of, the NotesSecuritized Utility Tariff Bonds and all fees, expenses, counsel fees and other amounts due and payable to the Indenture Trustee equally and ratably without prejudice, priority or distinction, and except as expressly provided in the Indenture, to secure compliance with the provisions of this Indenturethe Indenture with respect to the Securitized Utility Tariff Bonds, all as provided in the Indenture and to secure the performance by the Issuer of all of its obligations under the Indenture (collectively, the “Secured Obligations”). The Indenture and this IndentureSeries Supplement constitute a security agreement within the meaning of the Securitization Law and under the UCC to the extent that the provisions of the UCC are applicable hereto. The Indenture Trustee, as Indenture Trustee indenture trustee on behalf of the Holders Secured Parties of the NotesSecuritized Utility Tariff Bonds, acknowledges such Grant, Grant and accepts the trusts under this Supplement and the Indenture in accordance with the provisions of this Indenture Supplement and agrees to perform its duties required in this Indenture in accordance with the provisions of this Indenture.

GRANTING CLAUSE. The Issuing Entity As collateral security for the payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, each Grantor hereby Grants pledges and grants to the Indenture Trustee at the Closing Dateeach Lender, as Indenture Trustee each other Secured Party and Administrative Agent, for the benefit of the Holders of the NotesSecured Parties, a security interest in all of the Issuing Entitysuch Grantor’s right, title and interestinterest in, to and under all of its personal property, in each case whether now tangible or hereafter acquiredintangible, and wherever located, in and whether now owned by such Grantor or hereafter acquired and whether now existing or hereafter coming into existence, including without limitation all of the following, but excluding all Excluded Assets (collectively, and subject to the proviso at the end of this Section 3.01, “Collateral”): (a) the Receivables identified on the SSA Assignment (all of which are identified in World Omni’s computer files by a code indicating that such Receivables are owned by the Issuing Entity and pledged to the Indenture Trustee) and all monies received thereon and in respect thereof after the Cutoff Date; Accounts: (b) the security interests in, and the liens on, the Financed Vehicles granted by Obligors in connection with the Receivables and any other interest of the Issuing Entity in such Financed Vehicles; all As-Extracted Collateral; (c) any proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors; all Chattel Paper and other Records; (d) any Financed Vehicle that shall have secured a Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer or the Issuing Entity; all Checks; (e) all rightcommercial tort claims, title and interest in all funds on deposit in, and “financial assets” (as such term is defined in Section 9-102(a)(13) of the Uniform Commercial Code as from time to time NYUCC, arising out of the events described in effect) credited to, the Trust Accounts, including the Reserve Account, from time to time, including the Reserve Account Initial Deposit, and in all investments and proceeds thereof (including all income thereon); Schedule 8; (f) the Receivables Purchase Agreement, including the RPA Assignment, and the Sale and Servicing Agreement, including the SSA Assignment (including the Issuing Entity’s right to cause World Omni, the Servicer or the Depositor to repurchase Receivables from the Issuing Entity under certain circumstances described therein); all Deposit Accounts; (g) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the UCC) constituting or relating to the foregoing; and Documents; (h) all proceeds of any and Encumbrances; (i) all of the foregoing and Equipment; (j) all present and future claims, demands, causes of action and choses Fixtures; (k) all General Intangibles; (l) all Goods not otherwise described in action in respect of any or this Section 3; (m) all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoingInstruments, including all proceeds Promissory Notes; (n) all Intellectual Property; (o) all Inventory; (p) all Letters of the conversion thereofCredit and all Supporting Obligations; (q) all Investment Property not otherwise described in this Section 3, voluntary or involuntary, into cash or other liquid propertyincluding all Securities, all cash proceedsSecurities Accounts and all Security Entitlements with respect thereto and Financial Assets carried therein, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind all Commodity Accounts and other forms of obligations and receivables, instruments, general intangibles and other property which at any time constitute Commodity Contracts; (r) all or part of or are included in the proceeds Pledged Shares; and (s) all Proceeds of any of the foregoing, all Accessions to and substitutions and replacements for, any of the Collateral, and all offspring, rents, profits and products of any of the Collateral, and, to the extent related to any Collateral, all books, correspondence, credit files, records, invoices and other papers (including all tapes, cards, computer runs and other papers and documents in the possession or under the control of such Grantor or any computer bureau or service company from time to time acting for such Grantor); provided, however, that that, nothing set forth in this Section 3.01 or any other provision of this Agreement or any other Loan Document shall at any time constitute the foregoing items (a) through (i) shall not include the Notes and Trust Certificates (collectivelygrant of a security interest in, the “Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest or a Lien on, and any other amounts owing in respect ofExcluded Asset, the Notes, equally and ratably without prejudice, priority or distinction, and to secure compliance with the provisions none of this Indenture, all as provided in this Indenture. The Indenture Trustee, as Indenture Trustee on behalf of the Holders of the Notes, acknowledges such Grant, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture in accordance with the provisions of this Indenturewhich shall constitute Collateral.

GRANTING CLAUSE. The Issuing Entity Issuer hereby Grants to the Indenture Trustee at the Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, all of the Issuing EntityIssuer’s right, title and interestinterest in and to the following assets and property, whether now owned or existing or hereafter acquired, and wherever located, in and to acquired or arising: (a) the Receivables identified on the SSA Assignment (all of which are identified in World Omni’s computer files by a code indicating that such Receivables are owned by the Issuing Entity and pledged to the Indenture Trustee) and all monies moneys received thereon and in respect thereof after the Cutoff Dateclose of business on December 31, 2024; (b) the security interests in, and the liens on, in the Financed Vehicles and any accessions thereto granted by Obligors in connection with pursuant to the Receivables and any other interest of the Issuing Entity Issuer in such Financed Vehicles; (c) any Liquidation Proceeds and Recoveries, and any other proceeds with respect to the Receivables from claims on any theft, physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors, including any vendor’s single interest or other collateral protection insurance policy; (d) all proceeds from any Financed Vehicle Receivables repurchased by a Dealer pursuant to a Dealer Agreement; (e) any property that shall have secured a Receivable and that shall have been acquired by or on behalf of a Seller, the Depositor, the Servicer Servicer, or the Issuing EntityIssuer; (ef) all right, title documents and interest other items contained in the Receivable Files; (g) the Trust Accounts and all funds on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as from time to time in effect) credited to, the Trust Accounts, including the Reserve Account, from time to time, including the Reserve Account Initial Deposit, Accounts and in all investments therein and proceeds thereof (including all income Investment Earnings thereon); (fh) the Issuer’s rights and benefits, but none of its obligations, under the Sale and Servicing Agreement (including the Issuer’s right to cause the Sellers or the Servicer, as the case may be, to repurchase Receivables from the Issuer under the circumstances described therein); (i) the Depositor’s and the Issuer’s rights and benefits under the Receivables Purchase AgreementAgreements, including the RPA Assignmentrepresentations and warranties and the cure and repurchase obligations of the Sellers thereunder, and the Sale and Servicing Agreement, including the SSA Assignment (including the Issuing Entity’s right to cause World Omni, the Servicer or the Depositor to repurchase Receivables from the Issuing Entity under certain circumstances described therein); (g) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the UCC) constituting or relating to the foregoing; and (hj) all proceeds of any and all of the foregoing and all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments, general intangibles instruments and other property which that at any time constitute all or part of or are included in the proceeds of any of the foregoing; provided, however, that the foregoing items (a) through (i) shall not include the Notes and Trust Certificates (collectively, the “Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as Indenture Trustee on behalf of the Holders of the Notes, acknowledges such Grant▇▇▇▇▇, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture in accordance with the provisions of this Indentureterms set forth herein.

GRANTING CLAUSE. The Issuing Entity Issuer hereby Grants to the Indenture Trustee at the Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, all of the Issuing EntityIssuer’s right, title and interestinterest in and to, whether now owned or hereafter acquired, now existing or hereafter arising and wherever located, in and to located (a) the Receivables identified listed on the SSA Assignment (all of which are identified in World Omni’s computer files by a code indicating that such Receivables are owned by the Issuing Entity and pledged to the Indenture Trustee) Schedule A and all monies moneys received thereon and in respect thereof on or after the close of business on the Cutoff Date; (b) the security interests in, and the liens on, in the Financed Vehicles and any accessions thereto granted by Obligors in connection with pursuant to the Receivables and any other interest of the Issuing Entity Depositor in such Financed Vehicles; (c) any Liquidation Proceeds and any other proceeds with respect to the Receivables pursuant to the Hyundai Assurance Program or from claims on any physical damage, credit credit, life or disability insurance policies covering Financed Vehicles or the related Obligors, including any vendor’s single interest or other collateral protection insurance policy; (d) any Financed Vehicle property that shall have secured a Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer Servicer, or the Issuing EntityIssuer; (e) all documents and other items contained in the Receivable Files; (f) the Sale and Servicing Agreement including all of the Depositor’s rights, but none of its obligations, under the Receivables Purchase Agreement assigned to the Issuer pursuant to the Sale and Servicing Agreement; (g) all right, title and interest in the Trust Accounts, all funds on deposit infunds, and “financial assets” (as such term is defined in the Uniform Commercial Code as securities or other assets credited from time to time in effect) credited to, to the Trust Accounts, including the Reserve Account, from time to time, including the Reserve Account Initial Deposit, Accounts and in all investments therein and proceeds thereof (including all income Investment Earnings thereon); (fh) the Receivables Purchase any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement, including the RPA Assignment, and the Sale and Servicing Agreement, including the SSA Assignment (including the Issuing Entity’s right to cause World Omni, the Servicer or the Depositor to repurchase Receivables from the Issuing Entity under certain circumstances described therein); (g) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the UCC) constituting or relating to the foregoing; and (hi) all proceeds of any and all of the foregoing and all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments, general intangibles instruments and other property which that at any time constitute all or part of or are included in the proceeds of any of the foregoing; provided, however, that the foregoing items (a) through (i) shall not include the Notes and Trust Certificates (collectively, the “Collateral”). The foregoing Grant is made in trust to secure (i) the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, and (ii) to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as Indenture Trustee on behalf of the Holders of the Notes, acknowledges such Grant, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture in accordance with to the provisions best of this Indentureits ability to the end that the interests of the Holders of the Notes may be adequately and effectively protected.

GRANTING CLAUSE. The Issuing Entity Each of the Issuers hereby Grants to the Indenture Trustee at on the applicable Series Closing Date, as Indenture Trustee for the benefit of the Holders of Indenture Trustee and the NotesNoteholders, all of the Issuing Entitysuch Issuer’s right, title and interest, whether now or hereafter acquired, and wherever located, in and to (a) the Receivables identified on the SSA Assignment (all of which are identified in World Omni’s computer files by a code indicating that such Receivables are owned by the Issuing Entity and pledged to the Indenture Trustee) and all monies received thereon and in respect thereof after the Cutoff Date; (b) the security interests in, and the liens on, the Financed Vehicles granted by Obligors in connection with the Receivables and any other interest of the Issuing Entity in such Financed Vehicles; (c) any proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors; (d) any Financed Vehicle that shall have secured a Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer or the Issuing Entity; (e) all right, title and interest in and to all funds on of such Issuer’s “accounts,” “deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as from time to time in effect) credited to, the Trust Accounts, including the Reserve Account, from time to time, including the Reserve Account Initial Deposit, and in all investments and proceeds thereof (including all income thereon); (f) the Receivables Purchase Agreement, including the RPA Assignment, and the Sale and Servicing Agreement, including the SSA Assignment (including the Issuing Entity’s right to cause World Omni, the Servicer or the Depositor to repurchase Receivables from the Issuing Entity under certain circumstances described therein); (g) all “accounts,” “chattel paper,” “general payment intangibles,” and “commercial tort claims,” “supporting obligations,” “promissory notes,” “letter-of-credit rights,” “documents,” “goods,” “fixtures,” “general intangibles,” “instruments,” “inventory,” “equipment,” “investment property,” “proceeds” (as such each of the foregoing terms are is defined in the UCC), rights, interests and property (whether now owned or hereafter acquired or arising) constituting (individually, the “Collateral” and, collectively, the “Collateral Pool”), including the following: (i) fee title to such Issuer’s Properties, (ii) each of the Leases with respect to such Properties and all payments required thereunder on and after the applicable Series Closing Date or relating Transfer Date, as applicable, (iii) all of such Issuer’s right, title and interest in all fixtures and reserves and escrows, if any, related to such Properties, (iv) any guarantees of and security for the Tenants’ obligations under the Leases, including any security deposits thereunder, (v) all of such Issuer’s rights under the Guaranty, (vi) all of such Issuer’s rights (but none of its obligations) under the Property Transfer Agreements, (vii) the Collection Account, the Release Account, the DSCR Reserve Account, the Payment Account, in each case, as applicable, and any sub-accounts of such accounts and any other accounts established under the Indenture for purposes of receiving, retaining and distributing amounts received in respect of the Collateral Pool and making payments to the foregoing; Holders of the Notes and (h) all proceeds making distributions to the Holders of any the Issuer Interests, and all of the foregoing funds and Permitted Investments as may from time to time be deposited therein, (viii) all present and future claims, demands, demands and causes of action and choses in action in respect of any or the foregoing, and (ix) all proceeds of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoingwhatsoever, including including, without limitation, all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments, general intangibles instruments and other property which that at any time constitute all or part of or are included in the proceeds of any of the foregoing; provided, however, that the foregoing items (a) through (i) shall not include the Notes and Trust Certificates (collectively, the “Collateral”). The foregoing Grant is Grants are made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, and to secure compliance with the provisions of this Indenture, all as provided in this IndentureIndenture and each Series Supplement. The Indenture TrusteeAny amounts, as Indenture Trustee on behalf proceeds or other property expressly released from the lien of the Holders Indenture shall cease to constitute “Collateral” and shall cease to be part of the Notes, acknowledges such Grant, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture in accordance with the provisions of this Indenture“Collateral Pool”.

GRANTING CLAUSE. The Issuing Entity With respect to the Series 2025-A System Restoration Bonds, the Issuer hereby Grants to the Indenture Trustee at the Closing DateTrustee, as Indenture Trustee for the benefit of the Holders Secured Parties of the NotesSeries 2025-A System Restoration Bonds, all of the Issuing EntityIssuer’s right, title and interest, interest (whether now owned or hereafter acquired, and wherever located, acquired or arising) in and to (a) the Receivables identified System Restoration Property created under and pursuant to the Financing Order and the Securitization Act, and transferred by the Seller to the Issuer on the SSA Assignment (all of which are identified in World Omni’s computer files by a code indicating that such Receivables are owned by the Issuing Entity and pledged date hereof pursuant to the Indenture Trustee) Sale Agreement (including, to the fullest extent permitted by applicable law, the right to impose, bill, charge, collect and receive the System Restoration Charges, the right to obtain periodic adjustments to the System Restoration Charges, and all monies received thereon revenue, collections, claims, rights to payments, payments, money and in respect thereof after proceeds arising out of the Cutoff Date; rights and interests created under the Financing Order), (b) all System Restoration Charges related to the security interests inSystem Restoration Property, and the liens on, the Financed Vehicles granted by Obligors in connection with the Receivables and any other interest of the Issuing Entity in such Financed Vehicles; (c) any proceeds the Sale Agreement and the Bill of Sale executed in connection therewith and all property and interests in property transferred under the Sale Agreement and the Bill of Sale with respect to the Receivables from claims on any physical damageSystem Restoration Property and the Series 2025-A System Restoration Bonds, credit life or disability insurance policies covering Financed Vehicles or Obligors; (d) any Financed Vehicle that shall have secured a Receivable and that shall have been acquired by or on behalf of the DepositorServicing Agreement, the Servicer Administration Agreement and any subservicing, agency, administration or collection agreements executed in connection therewith, to the Issuing Entity; extent related to the System Restoration Property and the Series 2025-A System Restoration Bonds, (e) the Collection Account for the Series 2025-A System Restoration Bonds, all rightSubaccounts thereof and all amounts of cash, title and interest in all funds instruments, investment property or other assets on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as therein or credited thereto from time to time in effect) or purchased with funds from the Collection Account and all financial assets and securities entitlements carried therein or credited tothereto, the Trust Accounts, including the Reserve Account, from time to time, including the Reserve Account Initial Deposit, and in all investments and proceeds thereof (including all income thereon); (f) all rights to compel the Receivables Purchase Agreement, including Servicer to file for and obtain periodic adjustments to the RPA Assignment, System Restoration Charges in accordance with the Securitization Act and the Sale and Servicing AgreementFinancing Order, including the SSA Assignment (including the Issuing Entity’s right to cause World Omni, the Servicer or the Depositor to repurchase Receivables from the Issuing Entity under certain circumstances described therein); (g) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in of the UCC) constituting or relating other property of the Issuer, other than any cash released to the foregoing; and Issuer by the Indenture Trustee semi-annually from earnings on the Capital Subaccount, (h) all proceeds of any and all of the foregoing and all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing foregoing, whether such claims, demands, causes and choses in action constitute System Restoration Property, accounts, general intangibles, instruments, contract rights, chattel paper or proceeds of such items or any other form of property, (i) all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereofconversion, voluntary or involuntary, into cash or other liquid propertyproperty of any or all of the foregoing, all cash proceeds, accounts, accounts receivable, general intangibles, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, payment intangibles, letter-of-credit rights, investment property, commercial tort claims, documents, rights to payment of any and every kind kind, and other forms of obligations and receivables, instruments, general intangibles instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing; provided, howeverand (j) all payments on or under, and all proceeds in respect of, any or all of the foregoing (the “Trust Estate”), it being understood that the foregoing items following do not constitute the Trust Estate: (ax) through cash that has been released pursuant to the terms of the Indenture, including Section 8.02(e)(x) of the Indenture and, following retirement of all Outstanding Series 2025-A System Restoration Bonds, pursuant to Section 8.02(e)(xii) of the Indenture, (iy) amounts deposited with the Issuer on the Closing Date, for payment of costs of issuance with respect to the Series 2025-A System Restoration Bonds (together with any interest earnings thereon) or (z) proceeds from the sale of the Series 2025-A System Restoration Bonds required to pay the purchase price for the System Restoration Property and paid pursuant to the Sale Agreement and upfront Financing Costs (as defined in the Financing Order), it being understood that such amounts described in clause (x) and clause (y) above shall not include be subject to Section 3.17 of the Notes and Trust Certificates (collectively, Indenture. This Supplement covers the “Collateral”)foregoing described portion of the System Restoration Property described in the Financing Order. The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, Secured Obligations equally and ratably without prejudice, priority or distinction, and except as expressly provided in the Indenture, to secure compliance with the provisions of this Indenturethe Indenture with respect to the Series 2025-A System Restoration Bonds, all as provided in the Indenture and to secure the performance by the Issuer of all of its obligations under the Indenture. The Indenture and this IndentureSupplement constitute a security agreement within the meaning of the Securitization Act and under the UCC to the extent that the provisions of the UCC are applicable hereto. The Issuer authorizes the Indenture Trustee (but the Indenture Trustee is not required) to file financing statements covering the Trust Estate, either as described above or by using more general terms as permitted by Section 9-504 of the Texas UCC; provided, however, that such authorization shall not be deemed an obligation. The Indenture Trustee, as Indenture Trustee indenture trustee on behalf of the Holders of the NotesHolders, acknowledges such Grant, Grant and accepts the trusts under this Supplement and the Indenture in accordance with the provisions of this Indenture Supplement and agrees to perform its duties required in this Indenture in accordance with the provisions of this Indenture.

GRANTING CLAUSE. The Issuing Entity Issuer hereby Grants to the Indenture Trustee at the Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, all of the Issuing Entity’s Issuer's right, title and interestinterest in, to and under, whether now owned or existing or hereafter acquired, and wherever located, in and to acquired or arising (a) the Receivables identified Receivables; (b) with respect to Actuarial Receivables, monies due thereunder on or after the SSA Assignment related Cutoff Date (all of which are identified in World Omni’s computer files by a code indicating that such Receivables are owned by the Issuing Entity and pledged including Payaheads) and, with respect to the Indenture Trustee) and all Simple Interest Receivables, monies received thereon and in respect thereof thereunder on or after the related Cutoff Date; (bc) the security interests in, and the liens on, in the Financed Vehicles granted by Obligors in connection with pursuant to the Receivables and any other interest of the Issuing Entity Issuer in such the Financed Vehicles; (cd) any all rights to receive proceeds with respect to the Receivables from claims on any physical damage, theft, credit life or disability insurance policies covering the Financed Vehicles or Obligors; (d) any Financed Vehicle that shall have secured a Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer or the Issuing Entity; (e) all right, title and interest in all funds on deposit in, and “financial assets” (as such term is defined in rights to receive proceeds with respect to the Uniform Commercial Code as Receivables from time recourse to time in effect) credited to, Dealers thereon pursuant to the Trust Accounts, including the Reserve Account, from time to time, including the Reserve Account Initial Deposit, and in all investments and proceeds thereof (including all income thereon)Dealer Agreements; (f) all rights to the Receivables Receivable Files; (g) the Trust Accounts and all amounts, securities, financial assets, investments and other property deposited in or credited to any of the foregoing and all proceeds thereof; (h) all rights under the Sale and Servicing Agreement and the Yield Supplement Agreement; (i) all rights under the Purchase Agreement, including the RPA Assignment, and right of the Sale and Servicing Agreement, including the SSA Assignment (including the Issuing Entity’s right Seller to cause World Omni, the Servicer or the Depositor MMCA to repurchase Receivables from the Issuing Entity under certain circumstances described thereinSeller; (j) all payments and proceeds with respect to the Receivables held by the Servicer; (k) all property (including the right to receive Liquidation Proceeds and Recoveries and Financed Vehicles and the proceeds thereof acquired by the Issuer pursuant to the terms of a Final Payment Receivable), guarantees and other collateral securing a Receivable (other than a Receivable purchased by the Servicer or repurchased by the Seller); (gl) all “accounts,” “chattel paper,” “general intangibles” rebates of premiums and “promissory notes” (as such terms are defined in the UCC) constituting or other amounts relating to insurance policies and other items financed under the foregoingReceivables in effect as of the related Cutoff Date; and (hm) all proceeds of any and all of the foregoing and all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments, general intangibles instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing; provided, however, that the foregoing items (a) through (i) shall not include the Notes and Trust Certificates (collectively, the “"Collateral”"). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as Indenture Trustee on behalf of the Holders of the Notes, acknowledges such Grant, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture in accordance with to the provisions best of this Indentureits ability to the end that the interests of the Holders of the Notes may be adequately and effectively protected.

GRANTING CLAUSE. The Issuing Entity hereby Grants (a) It is intended that the conveyance of the Mortgage Loans by the Seller to the Indenture Trustee at Depositor and by the Closing Date, as Indenture Depositor to the Trustee for the benefit of the Holders Certificateholders, as provided for in Sections 2.01 and 2.02, be construed as a sale of the NotesMortgage Loans and other assets in the Trust Fund by the Seller to the Depositor and by the Depositor to the Trustee for the benefit of the Certificateholders. Further, it is not intended that any such conveyances be deemed a pledge of the Mortgage Loans by the Seller to the Depositor to secure a debt or other obligation of the Seller, or a pledge of the Mortgage Loans by the Depositor to the Trustee for the benefit of the Certificateholders to secure a debt or other obligation of the Depositor. However, in the event that the Mortgage Loans are held to be property of the Seller or the Depositor or if for any reason this Agreement is held or deemed to create a security interest in the Mortgage Loans and other assets in the Trust Fund, then it is intended that: (i) this Agreement shall also be deemed to be a security agreement within the meaning of Articles 8 and 9 of the UCC; (ii) the conveyances provided for in Sections 2.01 and 2.02 shall be deemed a grant by the Seller to the Depositor, and by the Depositor to the Trustee for the benefit of the Certificateholders, as the case may be, of (1) a security interest in all of the Issuing Entity’s Seller's right and Depositor's right, as applicable, (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, and wherever located, in and to (aA) the Receivables identified on Mortgage Loans, including the SSA Assignment Mortgage Notes, the Mortgages, any related insurance policies and all other documents in the related Mortgage Files, (B) all amounts payable pursuant to the Mortgage Loans in accordance with the terms thereof and (C) any and all general intangibles consisting of, arising from or relating to any of the foregoing, and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, including without limitation all Liquidation Proceeds, all Insurance Proceeds and all amounts from time to time held or invested in the Distribution Account and the Custodial Account, whether in the form of cash, instruments, securities or other property and (2) an assignment by the Seller to the Depositor and by the Depositor to the Trustee for the benefit of the Certificateholders of any security interest in any and all of which are identified the Seller's and Depositor's right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in World Omni’s computer files and to the property described in the foregoing clauses (1)(A) through (C); (iii) the possession by the Trustee, the Custodian or any other agent of the Trustee of Mortgage Notes, and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be "possession by the secured party," or possession by a code indicating that purchaser or a person designated by such Receivables are owned by secured party, for purposes of perfecting the Issuing Entity and pledged security interest pursuant to the Indenture Trustee) and all monies received thereon and in respect thereof after the Cutoff Date; (b) the security interests in, and the liens on, the Financed Vehicles granted by Obligors in connection with the Receivables UCC and any other interest UCC (including, without limitation, Sections 9-313, 8-313 or 8-321 thereof); and (iv) notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of the Issuing Entity for the purpose of perfecting such security interest under applicable law. (b) The Seller and the Depositor shall, to the extent consistent with this Agreement, take such reasonable actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans and the other property of the Trust Fund, such Financed Vehicles; security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement. Without limiting the generality of the foregoing, the Seller and the Depositor shall prepare and file any UCC financing statements that are necessary to perfect the Depositor's and the Trustee's security interest in or lien on the Mortgage Loans, as evidenced by an Officer's Certificate of the Seller and the Depositor, and furnish a copy of each such filed financing statement to the Trustee. The Seller and the Depositor shall prepare and file, at the expense of the Trust Fund, all filings necessary to maintain the effectiveness of any original filings necessary under the relevant UCC to perfect the Trustee's security interest in or lien on the Mortgage Loans for the benefit of the Certificateholders, including without limitation (i) continuation statements, and (ii) to the extent that a Responsible Officer of the Depositor has received written notice of such change or transfer, such other statements as may be occasioned by (A) any change of name of the Seller, the Depositor or the Trustee, (B) any change of location of the domicile or the chief executive office of the Seller or the Depositor, or (C) any transfer of any interest of the Seller or the Depositor in any Mortgage Loan. (c) Neither the Seller nor the Depositor shall organize under the law of any proceeds with respect jurisdiction other than the State under which each is organized as of the Closing Date (whether changing its jurisdiction of organization or organizing under an additional jurisdiction) without giving 30 days prior written notice of such action to the Receivables from claims on related Servicer and the Trustee. Before effecting such change, each of the Seller or the Depositor proposing to change its jurisdiction of organization shall prepare and file in the appropriate filing office any physical damagefinancing statements or other statements necessary to continue the perfection of the interests of its transferees, credit life or disability insurance policies covering Financed Vehicles or Obligors; including the Trustee for the benefit of the Certificateholders, in the Mortgage Loans. (d) Neither the Seller nor the Depositor shall take any Financed Vehicle that shall have secured a Receivable and that shall have been acquired action inconsistent with the sale by or on behalf of the Depositor, the Servicer Seller or the Issuing Entity; (e) all Depositor of its right, title and interest in all funds and to the Mortgage Loans or Trust Fund and shall indicate or shall cause to be indicated in its records and records held on deposit in, its behalf that ownership of each Mortgage Loan and “financial assets” (as such term the other property of the Trust Fund is defined in held by the Uniform Commercial Code as from time to time in effect) credited toTrustee for the benefit of the Certificateholders. In addition, the Trust Accounts, including the Reserve Account, from time to time, including the Reserve Account Initial Deposit, and in all investments and proceeds thereof (including all income thereon); (f) the Receivables Purchase Agreement, including the RPA Assignment, Seller and the Sale and Servicing Agreement, including the SSA Assignment (including the Issuing Entity’s right Depositor shall respond to cause World Omni, the Servicer any inquiries from third parties with respect to ownership of a Mortgage Loan or the Depositor to repurchase Receivables from the Issuing Entity under certain circumstances described therein); (g) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the UCC) constituting or relating to the foregoing; and (h) all proceeds of any and all other property of the foregoing Trust Fund by stating that it is not the owner of such Mortgage Loan and all present and future claims, demands, causes that ownership of action and choses in action in respect of any such Mortgage Loan or all other property of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all Trust Fund is held by the Trustee for the benefit of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments, general intangibles and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing; provided, however, that the foregoing items (a) through (i) shall not include the Notes and Trust Certificates (collectively, the “Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as Indenture Trustee on behalf of the Holders of the Notes, acknowledges such Grant, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture in accordance with the provisions of this IndentureCertificateholders.

GRANTING CLAUSE. The Issuing Entity Issuer hereby Grants to the Indenture Trustee at the Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, all of the Issuing EntityIssuer’s right, title and interestinterest in and to the following assets and property, whether now owned or existing or hereafter acquired, and wherever located, in and to acquired or arising: (a) the Receivables identified on the SSA Assignment (all of which are identified in World Omni’s computer files by a code indicating that such Receivables are owned by the Issuing Entity and pledged to the Indenture Trustee) and all monies moneys received thereon and in respect thereof after the Cutoff Dateclose of business on July 31, 2019; (b) the security interests in, and the liens on, in the Financed Vehicles and any accessions thereto granted by Obligors in connection with pursuant to the Receivables and any other interest of the Issuing Entity Issuer in such Financed Vehicles; (c) any Liquidation Proceeds and Recoveries, and any other proceeds with respect to the Receivables from claims on any theft, physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors, including any vendor’s single interest or other collateral protection insurance policy; (d) all proceeds from any Financed Vehicle Receivables repurchased by a Dealer pursuant to a Dealer Agreement; (e) any property that shall have secured a Receivable and that shall have been acquired by or on behalf of a Seller, the Depositor, the Servicer Servicer, or the Issuing EntityIssuer; (ef) all right, title documents and interest other items contained in the Receivable Files; (g) the Trust Accounts and all funds on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as from time to time in effect) credited to, the Trust Accounts, including the Reserve Account, from time to time, including the Reserve Account Initial Deposit, Accounts and in all investments therein and proceeds thereof (including all income Investment Earnings thereon); (fh) the Issuer’s rights and benefits, but none of its obligations, under the Sale and Servicing Agreement (including the Issuer’s right to cause the Sellers or the Servicer, as the case may be, to repurchase Receivables from the Issuer under the circumstances described therein); (i) the Depositor’s and the Issuer’s rights and benefits under the Receivables Purchase AgreementAgreements, including the RPA Assignmentrepresentations and warranties and the cure and repurchase obligations of the Sellers thereunder, and the Sale and Servicing Agreement, including the SSA Assignment (including the Issuing Entity’s right to cause World Omni, the Servicer or the Depositor to repurchase Receivables from the Issuing Entity under certain circumstances described therein); (g) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the UCC) constituting or relating to the foregoing; and (hj) all proceeds of any and all of the foregoing and all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments, general intangibles instruments and other property which that at any time constitute all or part of or are included in the proceeds of any of the foregoing; provided, however, that the foregoing items (a) through (i) shall not include the Notes and Trust Certificates (collectively, the “Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as Indenture Trustee on behalf of the Holders of the Notes, acknowledges such Grant, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture in accordance with the provisions of this Indentureterms set forth herein.

GRANTING CLAUSE. The Issuing Entity Issuer hereby Grants to the Indenture Trustee at the Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, all of the Issuing EntityIssuer’s right, title and interest, whether now or hereafter acquired, and wherever located, in and to (a) the Receivables identified on the Initial SSA Assignment (all of which are identified in World Omni’s computer files by a code indicating that such Receivables are owned by the Issuing Entity Issuer and pledged to the Indenture Trustee) and Subsequent Receivables which will be acquired by the Issuer from time to time during the Funding Period pursuant to the Sales and Servicing Agreement which will be identified on the schedules to the Subsequent Transfer SSA Assignments with respect to such Subsequent Receivables and all monies received thereon and in respect thereof after the applicable Cutoff Date; (b) the security interests in, and the liens on, the Financed Vehicles granted by Obligors in connection with the Receivables and any other interest of the Issuing Entity Issuer in such Financed Vehicles; (c) any proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors; (d) any Financed Vehicle that shall have secured a Receivable and that shall have been acquired by or on behalf of the DepositorSeller, the Servicer or the Issuing EntityIssuer; (e) all right, title and interest in all funds on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as from time to time in effect) credited to, the Trust Accounts, including the Reserve Account, Accounts from time to time, including the Reserve Account Initial Deposit and Reserve Account Subsequent Transfer Deposits, the Negative Carry Account Initial Deposit and the Pre-Funding Account Initial Deposit, and in all investments and proceeds thereof (including all income thereon); (f) the Receivables Purchase Agreement, including the Initial RPA Assignment and any Subsequent RPA Assignment, and the Sale and Servicing Agreement, including the any Subsequent Transfers SSA Assignment (including the Issuing EntityIssuer’s right to cause World Omni, the Servicer or the Depositor Seller to repurchase Receivables from the Issuing Entity Issuer under certain circumstances described therein); (g) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the UCC) constituting or relating to the foregoing; and (h) all proceeds of any and all of the foregoing and all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments, general intangibles and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing; provided, however, that the foregoing items (a) through (ih) shall not include the Notes and Trust Certificates (collectively, the “Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as Indenture Trustee on behalf of the Holders of the Notes, acknowledges such Grant, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture in accordance with to the provisions best of this Indentureits ability to the end that the interests of the Holders of the Notes may be adequately and effectively protected.

GRANTING CLAUSE. The Issuing Entity Subject to the terms of this Indenture, the Issuer hereby Grants on the Closing Date, to the Indenture Trustee at the Closing DateTrustee, as Indenture Trustee for the benefit of the Holders of the NotesNoteholders, all of the Issuing Entity’s Issuer's right, title and interest, whether now owned or hereafter acquired, and wherever located, in and to: (i) such Loans as from time to time are subject to the Sale and Servicing Agreement as listed in the Loan Schedule, as the same may be amended or supplemented on each Transfer Date and by the removal of Deleted Loans and Unqualified Loans and by the addition of Qualified Substitute Loans, together with the Servicer's Loan Files and the Custodial Loan Files relating thereto and all proceeds thereof, (aii) the Receivables identified on Mortgages and security interests in the SSA Assignment Mortgaged Properties, (iii) all of which are identified in World Omni’s computer files by a code indicating that such Receivables are owned by the Issuing Entity and pledged to the Indenture Trustee) and all monies received thereon and payments in respect thereof after the Cutoff Date; (b) the security interests in, of interest and the liens on, the Financed Vehicles granted by Obligors in connection with the Receivables and any other interest of the Issuing Entity in such Financed Vehicles; (c) any proceeds principal with respect to each Loan received on or after the Receivables related Transfer Cut-off Date, (iv) such assets as from claims time to time are identified as Foreclosure Property, (v) such assets and funds as are from time to time deposited in or credited to the Distribution Account, Collection Account and the Transfer Obligation Account, including, without limitation, amounts on any physical damagedeposit in or credited to such accounts that are invested in Permitted Investments (including, credit life or disability insurance policies covering Financed Vehicles or Obligors; without limitation, all security entitlements (das defined in Section 8-102(17) any Financed Vehicle that shall have secured a Receivable and that shall have been acquired by or on behalf of the DepositorUCC) of the Issuer therein), the Servicer or the Issuing Entity; (evi) lenders' rights under all Mortgage Insurance Policies and to any Mortgage Insurance Proceeds, (vii) Net Liquidation Proceeds and Released Mortgaged Property Proceeds, (viii) all right, title and interest of the Trust (but none of the obligations) in and to the obligations of Hedging Counterparties under Hedging Instruments; (ix) all funds on deposit inright, title and interest of each of the Depositor, the Loan Originator and the Trust in and under the Basic Documents including, without limitation, the obligations of the Loan Originator under the Loan Purchase and Contribution Agreement and/or the Master Disposition Confirmation Agreement, and “financial assets” all proceeds of any of the foregoing, (as such term is defined x) all right, title and interest of the Issuer in the Uniform Commercial Code as from time and to time in effect) credited to, the Trust Accounts, including the Reserve Account, from time to time, including the Reserve Account Initial Deposit, and in all investments and proceeds thereof (including all income thereon); (f) the Receivables Purchase Agreement, including the RPA Assignment, and the Sale and Servicing Agreement, including the SSA Assignment (including the Issuing Entity’s Issuer's right to cause World Omni, the Servicer or the Depositor Loan Originator to repurchase Receivables Loans from the Issuing Entity Issuer under certain circumstances described therein); , (gxi) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in other property of the UCC) constituting or relating Trust from time to the foregoing; time and (hxii) all proceeds of any and all of the foregoing and all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceedsand noncash proceeds (each as defined in Section 9-102(a) of the UCC), accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, payment intangibles, securities accounts, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments, general intangibles instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing; provided, however, that the foregoing items (a) through (i) shall not include the Notes and Trust Certificates (collectively, the “"Collateral”"). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as Indenture Trustee on behalf of the Holders of the NotesNoteholders, acknowledges such Grant, accepts the trusts under this Indenture in accordance with the provisions of this Indenture hereunder and agrees to perform its duties required in this Indenture in accordance with to the provisions best of this Indentureits ability to the end that the interests of the Noteholders may adequately and effectively be protected.

GRANTING CLAUSE. The Issuing Entity Issuer hereby Grants to the Indenture Trustee at the Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, all of the Issuing EntityIssuer’s right, title and interestinterest in and to the following assets and property, whether now owned or existing or hereafter acquired, and wherever located, in and to acquired or arising: (a) the Receivables identified on the SSA Assignment (all of which are identified in World Omni’s computer files by a code indicating that such Receivables are owned by the Issuing Entity and pledged to the Indenture Trustee) and all monies moneys received thereon and in respect thereof after the Cutoff Dateclose of business on September 30, 2013; (b) the security interests in, and the liens on, in the Financed Vehicles and any accessions thereto granted by Obligors in connection with pursuant to the Receivables and any other interest of the Issuing Entity Issuer in such Financed Vehicles; (c) any Liquidation Proceeds and Recoveries, and any other proceeds with respect to the Receivables from claims on any theft, physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors, including any vendor’s single interest or other collateral protection insurance policy; (d) all proceeds from any Financed Vehicle Receivables repurchased by a Dealer pursuant to a Dealer Agreement; (e) any property that shall have secured a Receivable and that shall have been acquired by or on behalf of a Seller, the Depositor, the Servicer Servicer, or the Issuing EntityIssuer; (ef) all right, title documents and interest other items contained in the Receivable Files; (g) the Trust Accounts and all funds on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as from time to time in effect) credited to, the Trust Accounts, including the Reserve Account, from time to time, including the Reserve Account Initial Deposit, Accounts and in all investments therein and proceeds thereof (including all income Investment Earnings thereon); (fh) the Issuer’s rights and benefits, but none of its obligations, under the Sale and Servicing Agreement (including the Issuer’s right to cause the Sellers or the Servicer, as the case may be, to repurchase Receivables from the Issuer under the circumstances described therein); (i) the Depositor’s and the Issuer’s rights and benefits under the Receivables Purchase AgreementAgreements, including the RPA Assignmentrepresentations and warranties and the cure and repurchase obligations of the Sellers thereunder, and the Sale and Servicing Agreement, including the SSA Assignment (including the Issuing Entity’s right to cause World Omni, the Servicer or the Depositor to repurchase Receivables from the Issuing Entity under certain circumstances described therein); (g) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the UCC) constituting or relating to the foregoing; and (hj) all proceeds of any and all of the foregoing and all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments, general intangibles instruments and other property which that at any time constitute all or part of or are included in the proceeds of any of the foregoing; provided, however, that the foregoing items (a) through (i) shall not include the Notes and Trust Certificates (collectively, the “Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as Indenture Trustee on behalf of the Holders of the Notes, acknowledges such Grant, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture in accordance with to the provisions best of this Indentureits ability to the end that the interests of the Holders of the Notes may be adequately and effectively protected.

GRANTING CLAUSE. The Issuing Entity With respect to the Environmental Trust Bonds, the Issuer hereby Grants to the Indenture Trustee at the Closing DateTrustee, as Indenture Trustee for the benefit of the Holders Secured Parties of the NotesEnvironmental Trust Bonds, all of the Issuing EntityIssuer’s right, title and interest, interest (whether now owned or hereafter acquired, and wherever located, acquired or arising) in and to (a) the Receivables identified on Environmental Control Property created under and pursuant to the SSA Assignment (all of which are identified in World Omni’s computer files by a code indicating that such Receivables are owned Financing Order and the Statute, and transferred by the Issuing Entity and pledged Seller to the Indenture Trustee) Issuer pursuant to the Sale Agreement (including, to the fullest extent permitted by law, the right to impose, collect and receive Environmental Control Charges as provided in the Financing Order, the right to obtain True-Up Adjustments of the Environmental Control Charges as provided in the Financing Order and the Statute, and all monies received thereon revenues or other proceeds arising from those rights and in respect thereof after the Cutoff Date; interests), (b) all Environmental Control Charges related to the security interests inEnvironmental Control Property, and the liens on, the Financed Vehicles granted by Obligors in connection with the Receivables and any other interest of the Issuing Entity in such Financed Vehicles; (c) any proceeds the Sale Agreement and the ▇▇▇▇ of Sale executed in connection therewith and all property and interests in property transferred under the Sale Agreement and the ▇▇▇▇ of Sale with respect to the Receivables from claims on any physical damageEnvironmental Control Property and the Environmental Trust Bonds, credit life or disability insurance policies covering Financed Vehicles or Obligors; (d) any Financed Vehicle that shall have secured a Receivable and that shall have been acquired by or on behalf of the DepositorServicing Agreement, the Servicer Administration Agreement, any Intercreditor Agreement and any subservicing, agency, intercreditor, administration or collection agreements executed in connection therewith, to the Issuing Entity; extent related to the foregoing Environmental Control Property and the Environmental Trust Bonds, (e) the Collection Account, all rightsubaccounts thereof and all amounts of cash, title and interest in all funds instruments, investment property or other assets on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as therein or credited thereto from time to time in effect) and all financial assets and securities entitlements carried therein or credited tothereto, the Trust Accounts, including the Reserve Account, from time to time, including the Reserve Account Initial Deposit, and in all investments and proceeds thereof (including all income thereon); (f) all rights to compel the Receivables Purchase Agreement, including Servicer to file for and obtain adjustments to the RPA Assignment, and Environmental Control Charges in accordance with the Sale and Servicing Agreement, including the SSA Assignment (including the Issuing Entity’s right to cause World OmniStatute, the Servicer Financing Order or the Depositor to repurchase Receivables from the Issuing Entity under certain circumstances described therein); any Tariff filed in connection therewith, (g) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the UCC) constituting or relating to the foregoing; and (h) all proceeds of any and all of the foregoing and all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing foregoing, whether such claims, demands, causes and choses in action constitute Environmental Control Property, accounts, general intangibles, instruments, contract rights, chattel paper or proceeds of such items or any other form of property, (h) all accounts, chattel paper, deposit accounts, documents, general intangibles, goods, instruments, investment property, letters of credit, letters-of-credit rights, money, commercial tort claims and supporting obligations related to the foregoing, and (i) all payments on or under under, and all proceeds of every kind and nature whatsoever in respect of of, any or all of the foregoing, including all proceeds it being understood that the following do not constitute Environmental Trust Bond Collateral: (x) cash that has been released pursuant to the terms of the conversion thereofIndenture, voluntary including Section 8.02(e)(x) of the Indenture and, following retirement of all Outstanding Environmental Trust Bonds, pursuant to Section 8.02(e)(xii) of the Indenture, or involuntary(y) amounts deposited with the Issuer on the Closing Date, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to for payment of costs of issuance with respect to the Environmental Trust Bonds (together with any interest earnings thereon), it being understood that such amounts described in clause (x) and every kind and other forms of obligations and receivables, instruments, general intangibles and other property which at any time constitute all or part of or are included in the proceeds of any clause (y) above shall not be subject to Section 3.17 of the foregoing; provided, however, that the foregoing items (a) through (i) shall not include the Notes and Trust Certificates (collectively, the “Collateral”)Indenture. The foregoing Grant is made in trust to secure the payment of principal of and premium, if any, interest on, and any other amounts owing in respect of, the NotesEnvironmental Trust Bonds and all fees, expenses, counsel fees and other amounts due and payable to the Indenture Trustee equally and ratably without prejudice, priority or distinction, and except as expressly provided in the Indenture, to secure compliance with the provisions of this Indenturethe Indenture with respect to the Environmental Trust Bonds, all as provided in the Indenture and to secure the performance by the Issuer of all of its obligations under the Indenture (collectively, the “Secured Obligations”). The Indenture and this IndentureSupplement constitute a security agreement within the meaning of the Statute and under the UCC to the extent that the provisions of the UCC are applicable hereto. The foregoing Grant with respect to the Environmental Control Property created pursuant to the Financing Order is made in accordance with the requirements of Section 196.027(5)(b) of the Statute. The Indenture Trustee, as Indenture Trustee indenture trustee on behalf of the Holders Secured Parties of the NotesEnvironmental Trust Bonds, acknowledges such Grant, Grant and accepts the trusts under this Supplement and the Indenture in accordance with the provisions of this Indenture Supplement and agrees to perform its duties required in this Indenture in accordance with the provisions of this Indenture.

GRANTING CLAUSE. The Issuing Entity Issuer hereby Grants to the Indenture Trustee at the Closing Date, as Indenture Trustee for the benefit of the Holders of the NotesNoteholders, all of the Issuing Entity’s Issuer's right, title and interestinterest in, to and under, whether now owned or existing or hereafter acquiredacquired or arising, and wherever located, in and to (a) the Receivables identified Receivables; (b) monies due or received thereunder on or after the SSA Assignment (all of which are identified in World Omni’s computer files by a code indicating that such Receivables are owned by the Issuing Entity Cutoff Date and pledged monies due and received prior to the Indenture Trustee) and all monies received thereon and in respect thereof Cutoff Date that are posted to the Obligor's account on or after the Cutoff Date; (bc) the security interests in, and the liens on, in the Financed Vehicles granted by Obligors in connection with pursuant to the Receivables and any other interest of the Issuing Entity Issuer in such the Financed Vehicles; (cd) any rights to receive proceeds with respect to the Receivables from claims on any physical damage, credit life life, credit disability, or disability other insurance policies covering Financed Vehicles or Obligors; (d) any Financed Vehicle that shall have secured a Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer or the Issuing Entity; (e) all right, title and interest in all funds on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as from time to time in effect) credited to, the Trust Accounts, including the Reserve Account, from time to time, including the Reserve Account Initial Deposit, and in all investments and proceeds thereof (including all income thereon)Dealer Recourse; (f) the Issuer's rights to the Receivable Files; (g) the Trust Accounts and all amounts, securities, investments and other property deposited in or credited to any of the foregoing and all proceeds thereof; (h) all property securing a Receivable; (i) rebates of premiums and other amounts relating to insurance policies and other items financed under the Receivables Purchase Agreement, including in effect as of the RPA Assignment, and Cutoff Date; (j) the Seller's rights under the Sale and Servicing Agreement, including the SSA Assignment (including the Issuing Entity’s right to cause World Omni, the Servicer or the Depositor to repurchase Receivables from the Issuing Entity under certain circumstances described therein); (gk) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the UCC) constituting or relating to Seller's rights under the foregoingPurchase Agreement; and (hl) all proceeds of any and all of the foregoing and all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments, general intangibles instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing; provided, however, that the foregoing items (a) through (i) shall not include the Notes and Trust Certificates (collectively, the “"Collateral”"). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as Indenture Trustee on behalf of the Holders of the NotesNoteholders, acknowledges such Grant, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture in accordance with to the provisions best of this Indentureits ability to the end that the interests of the Noteholders may be adequately and effectively protected.

GRANTING CLAUSE. The Issuing Entity hereby Issuer Grants to the Indenture Trustee for the notes referred to in the Adoption Annex at the Closing Date, as Indenture Trustee for the benefit of the Holders of the NotesClass 1-A Notes and the Credit Enhancer, all of the Issuing Entity’s right, title and interest, whether Issuer's interest existing now or hereafter acquiredin the future in: o the Group 1 Mortgage Loans including their Asset Balances (including all Additional Balances) and the related Mortgage Files and all property that secures the Group 1 Mortgage Loans and all property that is acquired by foreclosure or deed in lieu of foreclosure, and wherever located, in and to all collections received on each Group 1 Mortgage Loan after the Cut-off Date (a) the Receivables identified on the SSA Assignment (all of which are identified in World Omni’s computer files by a code indicating that such Receivables are owned excluding payments due by the Issuing Entity and pledged Cut-off Date); o the Issuer's rights under hazard insurance policies related to the Indenture Trustee) Group 1 Mortgage Loans; o the interest of the Issuer in the Sale and all monies received thereon and in respect thereof after the Cutoff Date; (b) the security interests in, Servicing Agreement and the liens on, Purchase Agreement (including the Financed Vehicles granted by Obligors Issuer's right to cause the Group 1 Mortgage Loans to be repurchased); o all rights under any guaranty executed in connection with the Receivables and any other interest of Group 1 Mortgage Loans; o the Issuing Entity in such Financed Vehicles; (c) any proceeds with respect segregated account maintained to hold collections related to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors; (d) any Financed Vehicle that shall have secured a Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer or the Issuing Entity; (e) all right, title and interest in all funds on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as from time to time in effect) credited to, the Trust Accounts, including the Reserve Account, from time to time, including the Reserve Account Initial Deposit, and in all investments and proceeds thereof (including all income thereon); (f) the Receivables Purchase Agreement, including the RPA Assignment, Group 1 Mortgage Loans and the Sale contents of that account related to Loan Group 1; o the segregated account maintained to hold collections related to Group 1 Mortgage Loans prior to their distribution in accordance with the Notes and Servicing Agreement, including this Indenture and the SSA Assignment (including the Issuing Entity’s right contents of that account related to cause World Omni, the Servicer or the Depositor to repurchase Receivables from the Issuing Entity under certain circumstances described therein)Group 1 Mortgages; (g) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the UCC) constituting or relating to the foregoing; and (h) all proceeds of any and all of the foregoing and o all present and future claims, demands, causes of action action, and choses in action in respect of regarding any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of from any or all of the foregoing, including all proceeds of the conversion thereoftheir conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind kind, and other forms of obligations and receivablesobligations, instruments, general intangibles and other property which that at any time constitute all or any part of or are included in the proceeds of any of the foregoing; provided, however, that the foregoing items (a) through (i) shall not include the Notes and Trust Certificates o any Crossover Amount from Loan Group 2 (collectively, the “"Group 1 Collateral”"). The Issuer Grants to the Indenture Trustee for the notes referred to in the Adoption Annex at the Closing Date, as Indenture Trustee for the benefit of the Holders of the Class 2-A Notes and the Credit Enhancer, all of the Issuer's interest existing now or in the future in: o the Group 2 Mortgage Loans including their Asset Balances (including all Additional Balances) and the related Mortgage Files and all property that secures the Group 2 Mortgage Loans and all property that is acquired by foreclosure or deed in lieu of foreclosure, and all collections received on each Group 2 Mortgage Loan after the Cut-off Date (excluding payments due by the Cut-off Date); o the Issuer's rights under hazard insurance policies related to the Group 2 Mortgage Loans; o the interest of the Issuer in the Sale and Servicing Agreement and the Purchase Agreement (including the Issuer's right to cause the Group 2 Mortgage Loans to be repurchased); o all rights under any guaranty executed in connection with the Group 2 Mortgage Loans; o the segregated account maintained to hold collections related to the Group 2 Mortgage Loans and the contents of that account related to Loan Group 2; o the segregated account maintained to hold collections related to Group 2 Mortgage Loans prior to their distribution in accordance with the Notes and this Indenture and the contents of that account related to Group 2 Mortgages; o all present and future claims, demands, causes of action, and choses in action regarding any of the foregoing Grant is and all payments on and all proceeds from any of the foregoing, including all proceeds of their conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of every kind, and other forms of obligations, instruments, and other property that at any time constitute any part of or are included in the proceeds of any of the foregoing; and o any Crossover Amount from Loan Group 1 (collectively, the "Group 2 Collateral"). The Notes will have the benefit of the Insurance policy issued by the Credit Enhancer. These Grants are made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect ofon, the Notes, equally and ratably without prejudice, priority priority, or distinction, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The foregoing Grants shall inure to the benefit of the Credit Enhancer to the extent of draws made on the Policy and amounts owing under the Insurance Agreement, and shall continue for the benefit of the Credit Enhancer until all amounts owed the Credit Enhancer have been repaid in full. The Indenture Trustee, as Indenture Trustee on behalf of the Holders of Noteholders and the NotesCredit Enhancer, acknowledges such Grantthe Grants, accepts the trusts under this Indenture in accordance with the provisions of this Indenture Indenture, and agrees to perform its duties required in this Indenture in accordance with its terms and the provisions terms of this Indenturethe Transaction Documents.

GRANTING CLAUSE. The Issuing Entity Owner Trustee hereby Grants assigns, mortgages, transfers and confirms unto the Mortgagee, and hereby grants to the Indenture Trustee at the Closing Date, as Indenture Trustee Mortgagee for the ratable benefit of all Credit Facility Lenders and Non-Lenders as collateral security for the Holders prompt and complete payment and performance when due of all the NotesObligations, all of the Issuing Entity’s right, title and interest, whether now or hereafter acquired, and wherever located, in and to (a) the Receivables identified on the SSA Assignment (all of which are identified in World Omni’s computer files by a code indicating that such Receivables are owned by the Issuing Entity and pledged to the Indenture Trustee) and all monies received thereon and in respect thereof after the Cutoff Date; (b) the first priority security interests in, and the liens on, the Financed Vehicles granted by Obligors in connection with the Receivables and any other interest of the Issuing Entity in such Financed Vehicles; (c) any proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors; (d) any Financed Vehicle that shall have secured a Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer or the Issuing Entity; (e) all right, title and interest in all funds on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as from time to time in effect) credited to, the Trust Accounts, including the Reserve Account, from time to time, including the Reserve Account Initial Deposit, and in all investments and proceeds thereof (including all income thereon); (f) the Receivables Purchase Agreement, including the RPA Assignment, and the Sale and Servicing Agreement, including the SSA Assignment (including the Issuing Entity’s right to cause World Omni, the Servicer or the Depositor to repurchase Receivables from the Issuing Entity under certain circumstances described therein); (g) all “accounts,” ”, “chattel paper,” ”, “instruments”, “documents”, “supporting obligations”, “investment property”, “inventory”, “equipment”, “goods”, “deposit accounts”, “money”, “letter-of-credit rights”, “general intangibles” and “promissory notes” (in each case, as such terms are defined in the UCCCode) constituting and other personal property and fixtures of any kind, whether now owned or at any time hereafter acquired or in, to and under which the Owner Trustee now has or at any time in the future may acquire any interest under the Trust Agreement (herein collectively called the “Collateral”) and all replacements thereof including, but not limited to, all right, title and interest of the Owner Trustee in and to the following property and all replacements of such property, to wit: (i) Equipment; (ii) all of the Owner Trustee’s right, title and interest in and to any lease of the Equipment, including, without limitation, the Lease, together with all schedules, supplements, amendments, modifications, extensions, renewals of or replacements for any such lease, executed from time to time, and all payments, including without limitation, the right to exercise the rights and remedies under the Lease and to receive all rentals, payments and monies due and to become due, including, without limitation, all payments of rent, all maintenance reserves, if any, each Security Deposit, and all proceeds thereof, insurance proceeds and all other amounts due or to become due thereunder but (subject, in each case, to the rights of the Permitted Lessee thereto under the Lease); (iii) all records, logs and other materials required to be maintained with respect to the Equipment by Persons in operational control of the Equipment under any applicable laws, rules or regulations and all logs, books, maintenance records and other information relating to the foregoing; and (h) all proceeds of any and all of the foregoing and all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments, general intangibles and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing; provided, however, that the foregoing items (a) through (i) shall not include the Notes and Trust Certificates Equipment pertaining thereto (collectively, the “CollateralRecords”)) as well as all right, title and interest of the Owner Trustee in, to and under the overhaul, repair and maintenance manuals, programs and catalogues which are part of or used in connection with the maintenance program for the Equipment and all warranties and rights relating thereto in respect of the Equipment; and (iv) all Proceeds of all or any of the foregoing. So long as an Event of Default has not occurred and is not continuing, the Owner Trustee shall be entitled to remain in full possession, enjoyment and control of the Collateral and to manage and use the Collateral and each part thereof with the same rights and franchises appertaining thereto; provided, always that the possession, use, enjoyment and control of the Collateral shall at all times be subject to the terms of this Mortgage and the other Loan Documents and the Lien and security interest granted hereunder and thereunder. The foregoing Grant parties hereto agree that for all purposes of the Cape Town Convention, (i) this Mortgage is made effective to constitute an International Interest with respect to the Engine and Equipment, (ii) each Engine constitutes an Aircraft Object, (iii) the Owner Trustee is situated in trust a Contracting State and has the power to secure dispose of the payment of principal of Engine , (iv) this Mortgage is effective to constitute an Agreement and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, and to secure compliance interests created hereunder are eligible for registration with the provisions International Registry relating to the Engine and (v) this Mortgage constitutes an assignment of this Indenture, associated rights secured by or associated with the Engine and the Mortgagee hereby acknowledges and agrees that such assignment shall be effective to assign any related International Interests for all as provided in this Indenture. The Indenture Trustee, as Indenture Trustee on behalf purposes of the Holders of the Notes, acknowledges such Grant, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture in accordance with the provisions of this IndentureCape Town Convention.

GRANTING CLAUSE. The Issuing Entity hereby Grants Seller and Purchaser intend that the sale of the Transferred Assets pursuant to this Sale Supplement and the Agreement constitutes a valid sale of the Transferred Assets from Seller to Purchaser, conveying good title thereto free and clear of any Lien, and that the beneficial interest in and title to the Indenture Trustee at Transferred Assets not be part of Seller’s estate in the Closing Date, as Indenture Trustee for the benefit event of the Holders bankruptcy of Seller. Notwithstanding the Notesforegoing, to secure its performance of its obligations under the Agreement and this Sale Supplement, Seller hereby grants to Purchaser a security interest in all of the Issuing Entity’s right, title and interest, whether now or hereafter acquired, and wherever located, in and to (a) the Receivables identified on the SSA Assignment (all of which are identified in World Omni’s computer files by a code indicating that such Receivables are owned by the Issuing Entity and pledged to the Indenture Trustee) and all monies received thereon and in respect thereof after the Cutoff Date; (b) the security interests in, and the liens on, the Financed Vehicles granted by Obligors in connection with the Receivables and any other interest of the Issuing Entity in such Financed Vehicles; (c) any proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors; (d) any Financed Vehicle that shall have secured a Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer or the Issuing Entity; (e) all its right, title and interest in all funds on deposit inand to the following, whether now owned or hereafter acquired, and all monies “financial assetssecurities,” (as such term is defined in the Uniform Commercial Code as from time to time in effect) credited to, the Trust Accounts, including the Reserve Account, from time to time, including the Reserve Account Initial Deposit, and in all investments and proceeds thereof (including all income thereon); (f) the Receivables Purchase Agreement, including the RPA Assignment, and the Sale and Servicing Agreement, including the SSA Assignment (including the Issuing Entity’s right to cause World Omni, the Servicer or the Depositor to repurchase Receivables from the Issuing Entity under certain circumstances described therein); (g) all “instruments,” “accounts,” “general intangibles,” “payment intangibles,” “goods,” “letter of credit rights,” “chattel paper,” “general intangiblesfinancial assets,” and “promissory notesinvestment property,” (each as such terms are defined in the applicable UCC) constituting and other property consisting of, arising from or relating to any of the following: (a) the Servicing Rights in respect of all of the Mortgage Loans and REO Properties related to the Servicing Agreements, in each case together with all related security, collections and payments thereon and proceeds of the conversion, voluntary or involuntary of the foregoing; ; (b) the Rights to MSRs with respect to each Servicing Agreement; (c) all Servicing Fees, Ancillary Income and Prepayment Interest Excess received under the Servicing Agreements and subject to Section 6.10 of this Sale Supplement; (d) all income from amounts on deposit in Custodial Accounts and related Escrow Accounts related to the Servicing Agreements; (e) all files and records in Seller’s possession or control, including the related Database, relating to the assets specified in clauses (a) through (d); (f) all causes of action, lawsuits, judgments, claims, refunds, choses in action, rights of recovery, rights of set-off, rights of recoupment, demands and any other rights or claims of any nature, whether arising by way of counterclaim or otherwise, available to or being pursued by Seller to the extent related exclusively to any of the foregoing and/or the Assumed Liabilities; (g) all equity interests in the Advance SPEs; (h) all proceeds of any Servicing Advance Receivables and all of the foregoing and all present and future claims, demands, causes of action and choses in action DSF in respect of any or all of the foregoing Servicing Agreements and all payments on monies due or under to become due and all proceeds of every kind and nature whatsoever in respect of amounts received or receivable; (i) any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment exercise any optional termination or clean-up call provisions under such Servicing Agreements, other than any rights of Seller to exercise any and every kind and other forms of obligations and receivables, instruments, general intangibles and other property which at optional termination or clean-up call provisions under a Servicing Agreements in its capacity as a master servicer (except to the extent that the Seller is identified as the “Master Servicer” but performs the primary servicing function with respect to the related Mortgage Loans); and (j) any time constitute all or part of or are included in the proceeds of any of the foregoing; provided, however, that the foregoing items (a) through (i) shall not include the Notes and Trust Certificates (collectively, the “Collateral”). The foregoing Grant is made This Sale Supplement shall constitute a security agreement under applicable law. Seller agrees that from time to time it shall promptly execute and deliver all additional instruments and documents and take all additional action that Purchaser may reasonably request in trust order to secure perfect the payment interests of principal of Purchaser in, to and interest onunder, and any other amounts owing in respect ofor to protect, the NotesCollateral or to enable Purchaser to exercise or enforce any of its rights or remedies hereunder. To the fullest extent permitted by applicable law, equally Seller hereby authorizes Purchaser to file financing statements and ratably without prejudice, priority amendments thereto in connection with the grant of a security interest pursuant to this Section 9.1. Seller covenants and agrees to take all necessary action to prevent the creation or distinctionimposition of any Lien upon any of the Collateral, and to secure compliance with maintain the provisions Collateral free and clear of this Indentureall Liens, all as provided in this Indenture. The Indenture Trustee, as Indenture Trustee on behalf other than the Lien securing the obligations of the Holders of the Notes, acknowledges such Grant, accepts the trusts Seller arising under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture in accordance with the provisions of this IndentureSale Supplement.

GRANTING CLAUSE. The Issuing Entity Trust hereby Grants to the Indenture Trustee at the Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, Trust Secured Parties all of the Issuing Entity’s right, title and interest, whether now or hereafter acquired, and wherever located, in and to (a) the Receivables identified on the SSA Assignment (all of which are identified in World Omni’s computer files by a code indicating that such Receivables are owned by the Issuing Entity and pledged to the Indenture Trustee) and all monies received thereon and in respect thereof after the Cutoff Date; (b) the security interests in, and the liens on, the Financed Vehicles granted by Obligors in connection with the Receivables and any other interest of the Issuing Entity in such Financed Vehicles; (c) any proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors; (d) any Financed Vehicle that shall have secured a Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer or the Issuing Entity; (e) all Trust's right, title and interest in all funds and to (i) certain [fixed/adjustable] rate mortgage loans (the "Mortgage Loans") made or to be made and conveyed to the Trust under certain mortgage notes ("Notes"); (ii) interest accrued and principal collected in respect of the Mortgage Loans on deposit inor after the Cut-Off Date and each Subsequent Cut-Off Date, and “financial assets” (as such term is defined in the Uniform Commercial Code applicable, including eligible investments as from time to time may be held by the Indenture Trustee in effect) credited tothe Note Account and by the Master Servicer in the related Principal and Interest Account (except as otherwise provided in the Sale and Servicing Agreement but excluding any premium recapture, the Trust Accounts, including the Reserve Account, from time each to time, including the Reserve Account Initial Deposit, and in all investments and proceeds thereof (including all income thereon); (f) the Receivables Purchase Agreement, including the RPA Assignment, and be created pursuant to the Sale and Servicing Agreement, including the SSA Assignment (including the Issuing Entity’s right to cause World Omniiii) property, the ownership of which has been effected on behalf of the Trust, as a result of foreclosure or acceptance by the Master Servicer or the Depositor to repurchase Receivables of a deed in lieu of foreclosure and that has not been withdrawn from the Issuing Entity Trust; (iv) rights of the Sponsor or any Affiliated Originators under certain circumstances described thereinInsurance Policies relating to the Mortgage Loans (excluding any non-mortgage related or credit-life insurance policies); (gv) the Note Policy; (vi) Net Liquidation Proceeds with respect to any Liquidated Mortgage Loan; (vii) amounts on deposit in the Pre-Funding Account and the Capitalized Interest Account; (viii) all “accounts,” “chattel paper,” “general intangibles” rights of the Trust under the Sale and “promissory notes” (as such terms are defined in the UCC) constituting or relating to the foregoingServicing Agreement; and (hix) all proceeds of any and all of the foregoing and all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing (the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments, general intangibles and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing; provided, however, that the foregoing items (a) through (i) shall not include the Notes and Trust Certificates (collectively, the “"Collateral”"). The foregoing Grant is made in trust to secure the payment Indenture Trustee, for the benefit first, of principal of and interest onthe Noteholders, and any other amounts owing in respect ofsecond, for the Notes, equally and ratably without prejudice, priority or distinction, and to secure compliance with benefit of the provisions of this Indenture, all as provided in this IndentureNote Insurer. The Indenture Trustee, as Indenture Trustee on behalf of the Holders of the Notes, hereby acknowledges such Grant, accepts the trusts trust under this Indenture in accordance with the provisions of this Indenture and agrees to perform its the duties required in of it by this Indenture in accordance with to the provisions best of this Indentureits ability to the end that the interests of such parties, recognizing the priorities of their respective interests, may be adequately and effectively protected.

GRANTING CLAUSE. The Issuing Entity Issuer hereby Grants to the Indenture Trustee at the Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, all of the Issuing EntityIssuer’s right, title and interestinterest in and to the following assets and property, whether now owned or existing or hereafter acquired, and wherever located, in and to acquired or arising: (a) the Receivables identified on the SSA Assignment (all of which are identified in World Omni’s computer files by a code indicating that such Receivables are owned by the Issuing Entity and pledged to the Indenture Trustee) and all monies moneys received thereon and in respect thereof after the Cutoff Dateclose of business on July 31, 2011; (b) the security interests in, and the liens on, in the Financed Vehicles and any accessions thereto granted by Obligors in connection with pursuant to the Receivables and any other interest of the Issuing Entity Issuer in such Financed Vehicles; (c) any Liquidation Proceeds and Recoveries, and any other proceeds with respect to the Receivables from claims on any theft, physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors, including any vendor’s single interest or other collateral protection insurance policy; (d) all proceeds from any Financed Vehicle Receivables repurchased by a Dealer pursuant to a Dealer Agreement; (e) any property that shall have secured a Receivable and that shall have been acquired by or on behalf of the Seller, the Depositor, the Servicer Servicer, or the Issuing EntityIssuer; (ef) all right, title documents and interest other items contained in the Receivable Files; (g) the Trust Accounts and all funds on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as from time to time in effect) credited to, the Trust Accounts, including the Reserve Account, from time to time, including the Reserve Account Initial Deposit, Accounts and in all investments therein and proceeds thereof (including all income Investment Earnings thereon); (fh) the Issuer’s rights and benefits, but none of its obligations, under the Sale and Servicing Agreement (including the Issuer’s right to cause the Seller, or the Servicer, as the case may be, to repurchase Receivables from the Issuer under the circumstances described therein); (i) the Depositor’s and the Issuer’s rights and benefits under the Receivables Purchase Agreement, including the RPA Assignment, Agreement and the Sale and Servicing Agreement, including the SSA Assignment (including representations and warranties and the Issuing Entity’s right to cause World Omni, cure and repurchase obligations of the Servicer or Seller under the Depositor to repurchase Receivables from Purchase Agreement and the Issuing Entity under certain circumstances described therein); (g) all “accounts,” “chattel paper,” “general intangibles” Sale and “promissory notes” (as such terms are defined in the UCC) constituting or relating to the foregoingServicing Agreement; and (hj) all proceeds of any and all of the foregoing and all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments, general intangibles instruments and other property which that at any time constitute all or part of or are included in the proceeds of any of the foregoing; provided, however, that the foregoing items (a) through (i) shall not include the Notes and Trust Certificates (collectively, the “Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as Indenture Trustee on behalf of the Holders of the Notes, acknowledges such Grant, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture in accordance with to the provisions best of this Indentureits ability to the end that the interests of the Holders of the Notes may be adequately and effectively protected.

GRANTING CLAUSE. The Issuing Entity hereby Grants MORTGAGED PROPERTY (a) all of those certain Oil and Gas Leases and Lands (all such Oil and Gas Leases and Lands being herein called the “Subject Interests,” as hereinafter further defined) which are described in Exhibit A and/or to the Indenture Trustee at the Closing Date, as Indenture Trustee for the benefit which reference may be made in Exhibit A and/or which are covered by any of the Holders leases described on Exhibit A, which Exhibit A is made a part of this Mortgage for all purposes, and is incorporated herein by reference as fully as if copied at length in the Notesbody of this Mortgage at this point; (b) all rights, all of the Issuing Entity’s righttitles, title interests and interest, whether estates now owned or hereafter acquired, and wherever located, acquired by each Mortgagor in and to (ai) any and all properties now or hereafter pooled or unitized with any of the Receivables identified on Subject Interests, and (ii) all presently existing or future operating agreements and unitization, communitization and pooling agreements and the SSA Assignment (all of which are identified in World Omni’s computer files by a code indicating that such Receivables are owned by the Issuing Entity and pledged units operated thereby to the Indenture Trustee) extent the same relate to all or any part of the Subject Interests, including, without limitation, all units formed under or pursuant to any applicable laws (the rights, titles, interests and all monies received thereon and estates described in respect thereof after the Cutoff Date; this clause (b) also being included within the term “Subject Interests” as used herein); (c) all presently existing and future agreements entered into between each Mortgagor and any third party that provide for the acquisition by such Mortgagor of any interest in any of the properties or interests specifically described in Exhibit A or which relate to any of the properties and interests specifically described in Exhibit A; (d) the Hydrocarbons (including inventory) which are in, under, upon, produced or to be produced from or attributable to the Lands from and after the Effective Date; (e) the Accounts and Contract Rights; (f) the Operating Equipment; (g) the Well Data; (h) the rights and security interests inof each Mortgagor held by such Mortgagor to secure the obligation of the first purchaser to pay the purchase price of the Hydrocarbons; (i) all surface leases, rights-of-way, franchises, easements, servitudes, licenses, .privileges, tenements, hereditaments and appurtenances now existing or in the liens on, the Financed Vehicles granted by Obligors future obtained in connection with any of the Receivables aforesaid, and all other items of value and incident thereto which each Mortgagor may, at any time, have or be entitled; and (j) all and any other different and additional rights of any nature, of value or convenience in the enjoyment, development, operation or production, in any way, of any property or interest included in any of the Issuing Entity foregoing clauses, and in all revenues, income, rents, issues, profits and other benefits arising therefrom or from any contract now in existence or hereafter entered into pertaining thereto, and in all rights and claims accrued or to accrue for the removal by anyone of Hydrocarbons from, or other act causing damage to, any of such Financed Vehicles; properties or interests. All the aforesaid properties, rights and interests, together with any and all substitutions, replacements, corrections or amendments thereto, or renewals, extensions or ratifications thereof, or of any instrument relating thereto, and together with any additions thereto which may be subjected to the Lien of this Mortgage by means of supplements hereto, being hereinafter called the “Mortgaged Property”. Subject, however, to (ci) Permitted Encumbrances, and (ii) the condition that Mortgagee shall not be liable in any proceeds respect for the performance of any covenant or obligation of any Mortgagor with respect to the Receivables from claims on any physical damageMortgaged Property. TO HAVE AND TO HOLD the Mortgaged Property unto Mortgagee and its successors, credit life or disability insurance policies covering Financed Vehicles or Obligors; (d) any Financed Vehicle that shall have secured a Receivable legal representatives and that shall have been acquired by or on behalf assigns, forever, subject to Section 7.3 hereof, to secure, in each such instance, the payment and performance of the Depositor, the Servicer or the Issuing Entity; (e) all right, title and interest in all funds on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as from time to time in effect) credited to, the Trust Accounts, including the Reserve Account, from time to time, including the Reserve Account Initial Deposit, and in all investments and proceeds thereof (including all income thereon); (f) the Receivables Purchase Agreement, including the RPA Assignment, Secured Indebtedness and the Sale and Servicing Agreement, including the SSA Assignment (including the Issuing Entity’s right to cause World Omni, the Servicer or the Depositor to repurchase Receivables from the Issuing Entity under certain circumstances described therein); (g) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the UCC) constituting or relating to the foregoing; and (h) all proceeds of any and all of the foregoing and all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments, general intangibles and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing; provided, however, that the foregoing items (a) through (i) shall not include the Notes and Trust Certificates (collectively, the “Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as Indenture Trustee on behalf of the Holders of the Notes, acknowledges such Grant, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture in accordance with the provisions of this IndentureObligations.

GRANTING CLAUSE. The Issuing Entity Issuer hereby Grants to the Indenture Trustee at the Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, all of the Issuing EntityIssuer’s right, title and interestinterest in and to the following assets and property, whether now owned or existing or hereafter acquired, and wherever located, in and to acquired or arising: (a) the Receivables identified on the SSA Assignment (all of which are identified in World Omni’s computer files by a code indicating that such Receivables are owned by the Issuing Entity and pledged to the Indenture Trustee) and all monies moneys received thereon and in respect thereof after the Cutoff Dateclose of business on August 31, 2014; (b) the security interests in, and the liens on, in the Financed Vehicles and any accessions thereto granted by Obligors in connection with pursuant to the Receivables and any other interest of the Issuing Entity Issuer in such Financed Vehicles; (c) any Liquidation Proceeds and Recoveries, and any other proceeds with respect to the Receivables from claims on any theft, physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors, including any vendor’s single interest or other collateral protection insurance policy; (d) all proceeds from any Financed Vehicle Receivables repurchased by a Dealer pursuant to a Dealer Agreement; (e) any property that shall have secured a Receivable and that shall have been acquired by or on behalf of a Seller, the Depositor, the Servicer Servicer, or the Issuing EntityIssuer; (ef) all right, title documents and interest other items contained in the Receivable Files; (g) the Trust Accounts and all funds on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as from time to time in effect) credited to, the Trust Accounts, including the Reserve Account, from time to time, including the Reserve Account Initial Deposit, Accounts and in all investments therein and proceeds thereof (including all income Investment Earnings thereon); (fh) the Issuer’s rights and benefits, but none of its obligations, under the Sale and Servicing Agreement (including the Issuer’s right to cause the Sellers or the Servicer, as the case may be, to repurchase Receivables from the Issuer under the circumstances described therein); (i) the Depositor’s and the Issuer’s rights and benefits under the Receivables Purchase AgreementAgreements, including the RPA Assignmentrepresentations and warranties and the cure and repurchase obligations of the Sellers thereunder, and the Sale and Servicing Agreement, including the SSA Assignment (including the Issuing Entity’s right to cause World Omni, the Servicer or the Depositor to repurchase Receivables from the Issuing Entity under certain circumstances described therein); (g) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the UCC) constituting or relating to the foregoing; and (hj) all proceeds of any and all of the foregoing and all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments, general intangibles instruments and other property which that at any time constitute all or part of or are included in the proceeds of any of the foregoing; provided, however, that the foregoing items (a) through (i) shall not include the Notes and Trust Certificates (collectively, the “Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as Indenture Trustee on behalf of the Holders of the Notes, acknowledges such Grant, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture in accordance with to the provisions best of this Indentureits ability to the end that the interests of the Holders of the Notes may be adequately and effectively protected.

GRANTING CLAUSE. The Issuing Entity With respect to the Securitized Utility Tariff Bonds, the Issuer hereby Grants to the Indenture Trustee at the Closing DateTrustee, as Indenture Trustee for the benefit of the Holders Secured Parties of the NotesSecuritized Utility Tariff Bonds, a Lien on and a security interest in and to all of the Issuing EntityIssuer’s right, title and interest, interest (whether now owned or hereafter acquiredacquired or arising) in, to and wherever locatedunder all of the following property (such property, in and to collectively, the “Securitized Utility Tariff Bond Collateral”): (a) the Receivables identified on Securitized Utility Tariff Property created under and pursuant to the SSA Assignment (all of which are identified in World Omni’s computer files by a code indicating that such Receivables are owned Financing Order and the Securitization Law and transferred by the Issuing Entity and pledged Seller to the Indenture TrusteeIssuer pursuant to the Sale Agreement (including, to the fullest extent permitted by law, the right, title, and interest of the Issuer (i) in and to the Securitized Utility Tariff Charges, including all monies received thereon rights to True-Up Adjustments to the Securitized Utility Tariff Charges in accordance with the Securitization Law and the Financing Order and (ii) to be paid the amount that is determined in a Financing Order to be the amount that the Seller and Issuer is lawfully entitled to receive pursuant to the provisions of the Securitization Law and the proceeds thereof, and in respect thereof after and to all revenues, collections, claims, payments, moneys, or proceeds of or arising from the Cutoff DateSecuritized Utility Tariff Charges); (b) all Securitized Utility Tariff Charges related to the security interests inSecuritized Utility Tariff Property, and the liens on, the Financed Vehicles granted by Obligors in connection with the Receivables and any other interest of the Issuing Entity in such Financed Vehicles; (c) any proceeds the Sale Agreement and all property and interests in property transferred under the Sale Agreement with respect to the Receivables from claims on any physical damageSecuritized Utility Tariff Property and the Securitized Utility Tariff Bonds, credit life or disability insurance policies covering Financed Vehicles or Obligors; (d) any Financed Vehicle that shall have secured a Receivable and that shall have been acquired by or on behalf of the DepositorServicing Agreement, the Servicer Administration Agreement, any intercreditor agreement and any subservicing, agency, administration or collection agreements executed in connection therewith, if any, to the Issuing Entity; extent related to the foregoing Securitized Utility Tariff Property and the Securitized Utility Tariff Bonds, (e) the Collection Account, all rightsubaccounts thereof and all amounts of cash, title and interest in all funds instruments, investment property or other assets on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as therein or credited thereto from time to time in effect) and all Financial Assets and securities entitlements carried therein or credited tothereto, the Trust Accounts, including the Reserve Account, from time to time, including the Reserve Account Initial Deposit, and in all investments and proceeds thereof (including all income thereon); (f) all rights to compel the Receivables Purchase Agreement, including Servicer to file for and obtain adjustments to the RPA Assignment, and Securitized Utility Tariff Charges in accordance with Section 393.1700.2(3)(c)e. of the Sale and Servicing Agreement, including the SSA Assignment (including the Issuing Entity’s right to cause World OmniSecuritization Law, the Servicer Financing Order or the Depositor to repurchase Receivables from the Issuing Entity under certain circumstances described therein); Tariff filed in connection therewith, (g) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the UCC) constituting or relating to the foregoing; and (h) all proceeds of any and all of the foregoing and all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing, whether such claims, demands, causes and choses in action constitute Securitized Utility Tariff Property, accounts, general intangibles, instruments, contract rights, chattel paper or proceeds of such items or any other form of property with respect to the Securitized Utility Tariff Bonds, (h) all accounts, chattel paper, deposit accounts, documents, general intangibles, goods, instruments, investment property, letters of credit, letters-of-credit rights, money, commercial tort claims and supporting obligations with respect to the Securitized Utility Tariff Bonds related to the foregoing and (i) all payments on or under under, and all proceeds of every kind and nature whatsoever in respect of of, any or all of the foregoingforegoing with respect to the Securitized Utility Tariff Bonds; it being understood that the following do not constitute Securitized Utility Tariff Bond Collateral: amounts deposited with the Issuer on the Closing Date, including all proceeds required for payment of costs of issuance with respect to the Securitized Utility Tariff Bonds (together with any interest earnings thereon), it being understood that such amounts described in this clause shall not be subject to Section 3.17 of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments, general intangibles and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing; provided, however, that the foregoing items (a) through (i) shall not include the Notes and Trust Certificates (collectively, the “Collateral”)Indenture. The foregoing Grant is made in trust to secure the payment of principal of and premium, if any, interest on, and any other amounts owing in respect of, the NotesSecuritized Utility Tariff Bonds and all fees, expenses, counsel fees and other amounts due and payable to the Indenture Trustee equally and ratably without prejudice, priority or distinction, and except as expressly provided in the Indenture, to secure compliance with the provisions of this Indenturethe Indenture with respect to the Securitized Utility Tariff Bonds, all as provided in the Indenture and to secure the performance by the Issuer of all of its obligations under the Indenture (collectively, the “Secured Obligations”). The Indenture and this IndentureSeries Supplement constitute a security agreement within the meaning of the Securitization Law and under the UCC to the extent that the provisions of the UCC are applicable hereto. The Indenture Trustee, as Indenture Trustee indenture trustee on behalf of the Holders Secured Parties of the NotesSecuritized Utility Tariff Bonds, acknowledges such Grant, Grant and accepts the trusts under this Supplement and the Indenture in accordance with the provisions of this Indenture Supplement and agrees to perform its duties required in this Indenture in accordance with the provisions of this Indenture.

GRANTING CLAUSE. The Issuing Entity Issuer hereby Grants to the Indenture Trustee at the Closing Date, as Indenture Trustee for the benefit of (i) the Holders of the NotesBGS Transition Bonds from time to time issued and outstanding, (ii) the Trustee and (iii) any Swap Counterparty, all of the Issuing Entity’s Issuer's right, title and interest, interest whether now owned or hereafter acquired, in, to and wherever located, in and to under: (a) all BGS Bondable Transition Property, including, without limitation, the Receivables identified on the SSA Assignment (all of which are identified in World Omni’s computer files by a code indicating that such Receivables are owned BGS Bondable Transition Property transferred by the Issuing Entity and pledged Seller to the Indenture Trustee) Issuer from time to time pursuant to the Sale Agreement and all monies received thereon and in respect thereof after the Cutoff Dateproceeds thereof; (b) the security interests in, and the liens on, the Financed Vehicles granted by Obligors in connection with the Receivables and any other interest of the Issuing Entity in such Financed VehiclesSale Agreement; (c) any proceeds with respect all Bills of Sale delivered by the Seller pursuant to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or ObligorsSale Agreement; (d) any Financed Vehicle that shall have secured a Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer or the Issuing EntityServicing Agreement; (e) the Administration Agreement; (f) any Interest Rate Swap Agreement; (g) the Collection Account and all rightsub-accounts thereof (including, title without limitation, the General Subaccount, each Series Overcollateralization Subaccount, each Series Capital Subaccount, the Reserve Subaccount, each Series Subaccount, any Class Subaccount and interest any Defeasance Subaccount, but excluding the Capital Reserve Subaccount) and all cash, securities, instruments, investment property (including without limitation all security entitlements) or other assets deposited in all funds on deposit in, and “financial assets” or credited to the Collection Account or any subaccount thereof (as such term is defined in other than the Uniform Commercial Code as Capital Reserve Subaccount) from time to time in effector purchased with funds therefrom; (h) credited to, the Trust Accounts, including the Reserve Account, all investment property and all other property of whatever kind owned from time to timetime by the Issuer other than: (w) any cash released to any Swap Counterparty by the Trustee from the related Class Subaccount pursuant to Section 8.2(f), including (x) any cash released to the Reserve Account Initial Deposit, Issuer by the Trustee from any Series Capital Subaccount pursuant to Section 8.2(g)(x) and in all investments and proceeds thereof (including all income thereon); (fy) the Receivables Purchase Agreement, including proceeds from the RPA Assignment, sale of the BGS Transition Bonds used to pay (1) the costs of issuance of the BGS Transition Bonds and the Sale Upfront Transaction Costs and Servicing Agreement, including the SSA Assignment (including the Issuing Entity’s right to cause World Omni, the Servicer or the Depositor to repurchase Receivables from the Issuing Entity under certain circumstances described therein); (g) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” Capital Reduction Costs (as such those terms are defined in the UCCFinancing Order) constituting or relating and (2) the purchase price of the BGS Bondable Transition Property paid pursuant to the foregoingSale Agreement; and (hi) all proceeds of any and all of the foregoing and all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing foregoing; and (j) all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereofconversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, general intangibles, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments, general intangibles instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing; provided, however, that the foregoing items (a) through (i) shall not include the Notes and Trust Certificates (collectively, the “"Collateral”"). The foregoing Grant is Such Grants are made to the Trustee to have and to hold in trust to secure the payment of principal of of, and interest on, and any other amounts owing in respect of, the NotesBGS Transition Bonds and all fees, expenses, counsel fees and other amounts due and owing to the Trustee and, if and to the extent provided in any Series Supplement, any amounts due and owing to any Swap Counterparty (collectively, the "Secured Obligations"), equally and ratably without prejudice, preference, priority or distinction, except as expressly provided in this Indenture and to secure compliance performance by the Issuer of all of the Issuer's obligations under this Indenture with respect to the provisions of this IndentureBGS Transition Bonds, all as provided in this Indenture. The Indenture Trustee, as Indenture Trustee trustee on behalf of the Holders of the NotesBGS Transition Bonds, acknowledges such Grant, accepts the trusts under this Indenture hereunder in accordance with the provisions of this Indenture hereof and agrees to perform its duties required in this Indenture in accordance with the provisions of this Indentureherein required.

GRANTING CLAUSE. The Issuing Entity To secure all the Liabilities and the compliance by the Borrower with the Borrower's obligations under this agreement, the Borrower hereby Grants grants to the Indenture Trustee at Lender security title to and continuing security interest in, and assigns, transfers, conveys, pledges and sets over to the Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, Lender all of the Issuing Entity’s right, title and interest, whether now or hereafter acquired, and wherever located, in and to (a) the Receivables identified on the SSA Assignment (all of which are identified in World Omni’s computer files by a code indicating that such Receivables are owned by the Issuing Entity and pledged to the Indenture Trustee) and all monies received thereon and in respect thereof after the Cutoff Date; (b) the security interests in, and the liens on, the Financed Vehicles granted by Obligors in connection with the Receivables and any other interest of the Issuing Entity in such Financed Vehicles; (c) any proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors; (d) any Financed Vehicle that shall have secured a Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer or the Issuing Entity; (e) all Borrower's right, title and interest in and to the following (hereinafter collectively called the "Collateral"): (1) all funds on deposit inof the Accounts, Inventory and “financial assets” (as such term is defined in General Intangibles of the Uniform Commercial Code as Borrower, now existing and acquired, created or arising from time to time hereafter, whether in effect) credited totransit or in the constructive, actual or exclusive possession of the Trust Accounts, including the Reserve Account, from time to time, including the Reserve Account Initial Deposit, and in all investments and proceeds thereof (including all income thereon); (f) the Receivables Purchase Agreement, including the RPA Assignment, and the Sale and Servicing Agreement, including the SSA Assignment (including the Issuing Entity’s right to cause World Omni, the Servicer Borrower or the Depositor to repurchase Receivables from Lender or held by the Issuing Entity under certain circumstances described therein); (g) all “accounts,” “chattel paper,” “general intangibles” Borrower or others for the Lender's account and “promissory notes” (as such terms are defined in wherever the UCC) constituting or relating to same may be located, including, without limiting the foregoing; and (h) all proceeds of any and all of the foregoing and all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all generality of the foregoing, all Inventory which may be located on the premises of the Borrower or upon the premises of any carriers, forwarding agents, warehousemen, vendors, selling agents, processors or their third parties; (2) all goods represented by Accounts, Inventory and General Intangibles; (3) all such goods that may be reclaimed or repossessed from or returned by Purchasers; (4) all of the Borrower's rights as an unpaid vendor or lienor, including stoppage in transit, replevin, detinue and reclamation; (5) any other property of the Borrower now or hereafter held by the Lender or by others for the Lender's account; (6) all proceeds of the conversion thereofand products of, voluntary or involuntaryand additions and accessions to, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments, general intangibles and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing; provideditems, however, that the foregoing items described in (a1) through (i5) of this Section 2.01; and (7) all books, documents and records related to any of the items described in (1) through (6) of this Section 2.01. No submission by the Borrower to the Lender of a schedule or other particular identification of Collateral shall not include be necessary to vest in the Notes Lender security title to and Trust Certificates (collectivelya security interest in each and every item of Collateral of the Borrower now existing or hereafter created and acquired, but rather such title and security interest shall vest in the “Collateral”). The foregoing Grant is made in trust to secure Lender immediately upon the payment creation or acquisition of principal any item of and interest onCollateral hereafter created or acquired, and without the necessity for any other amounts owing in respect of, or further action by the Notes, equally and ratably without prejudice, priority Borrower or distinction, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as Indenture Trustee on behalf of the Holders of the Notes, acknowledges such Grant, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture in accordance with the provisions of this IndentureLender.

GRANTING CLAUSE. The Issuing Entity As collateral security for the payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, each Grantor hereby Grants pledges and grants to the Indenture Trustee at the Closing DateAdministrative Agent, as Indenture Trustee for the benefit of the Holders of the NotesSecured Parties, a Lien in all of the Issuing Entitysuch Grantor’s right, title and interestinterest in, to and under all of its property, in each case whether now tangible or hereafter acquiredintangible, and wherever located, in and whether now owned by such Grantor or hereafter acquired and whether now existing or hereafter coming into existence, including without limitation all of the following, but excluding all Excluded Assets (collectively, and subject to the proviso at the end of this Section 3.01, “Collateral”): (a) the Receivables identified on the SSA Assignment all Accounts (including all of which are identified in World Omni’s computer files by a code indicating that such Receivables are owned by the Issuing Entity and pledged to the Indenture Trustee) and all monies received thereon and in respect thereof after the Cutoff Date; trade receivables); (b) the security interests in, all Chattel Paper and the liens on, the Financed Vehicles granted by Obligors in connection with the Receivables and any other interest of the Issuing Entity in such Financed Vehicles; Records; (c) any proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors; all Checks; (d) any Financed Vehicle that shall have secured a Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer or the Issuing Entity; all Commercial Tort Claims; (e) all rightDeposit Accounts, title and interest in all funds on deposit incash, and “financial assets” (as such term is defined in the Uniform Commercial Code as all other property from time to time deposited therein or otherwise credited thereto and the monies and property in effect) credited tothe possession or under the control of the Administrative Agent or any Grantor or any of its Affiliates, representative, agent or correspondent of the Trust Accounts, including the Reserve Account, from time to time, including the Reserve Account Initial Deposit, and in all investments and proceeds thereof (including all income thereon); Administrative Agent or any Grantor; (f) the Receivables Purchase Agreement, including the RPA Assignment, and the Sale and Servicing Agreement, including the SSA Assignment (including the Issuing Entity’s right to cause World Omni, the Servicer or the Depositor to repurchase Receivables from the Issuing Entity under certain circumstances described therein); all Documents; (g) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the UCC) constituting or relating to the foregoing; and Encumbrances; (h) all Equipment; (i) all Fixtures; (j) all General Intangibles (including in respect of any intercompany Indebtedness); (k) all Goods not otherwise described in this Section 3; (l) all Instruments, including all Promissory Notes and any Instrument evidencing any intercompany Indebtedness; (m) all Intellectual Property; (n) all Inventory; (o) all Letter of Credit Rights and all Supporting Obligations; (p) all Investment Property not otherwise described in this Section 3, including all Securities, all Securities Accounts and all Security Entitlements with respect thereto and Financial Assets carried therein, and all Commodity Accounts and Commodity Contracts; (q) all Pledged Shares; (r) all motor vehicles and other assets subject to Certificates of Title; (s) all other tangible and intangible personal property of such Grantor (whether or not subject to the UCC), including, without limitation, all bank and other accounts and all cash and all investments therein, all proceeds, products, offspring, accessions, rents, profits, income, benefits, substitutions and replacements of and to any of the property of such Grantor described in the preceding clauses of this Section 3.01 (including, without limitation, any proceeds of insurance thereon and all causes of action, claims and warranties now or hereafter held by such Grantor in respect of any of the items listed above), and all books, correspondence, files, invoices and other Records, including, without limitation, all tapes, disks, cards, software, data and computer programs in the possession or under the control of such Grantor or any other Person from time to time acting for such Grantor that at any time evidence or contain information relating to any of the property described in the preceding clauses of this Section 3.01 or are otherwise necessary or helpful in the collection or realization thereof; and (t) all Proceeds, including all Cash Proceeds and Noncash Proceeds, of any and all of the foregoing and all present and future claimsCollateral; in each case howsoever such Grantor’s interest therein may arise or appear (whether by ownership, demandssecurity interest, causes of action and choses in action in respect of any claim or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments, general intangibles and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoingotherwise); provided, however, that, nothing set forth in this Section 3.01 or any other provision of this Agreement or any other Loan Document shall at any time constitute the grant of a security interest in, or a Lien on, any Excluded Asset, none of which shall constitute Collateral. For the avoidance of doubt, the Administrative Agent agrees that with respect to the foregoing items (a) through Intellectual Property, the rights of the licensees under the Permitted Licenses will not be terminated, limited or otherwise materially and adversely affected by (i) shall not include the Notes and Trust Certificates execution of or (collectively, ii) the “Collateral”). The foregoing Grant is made in trust to secure exercise of the payment of principal of and interest on, and Administrative Agent’s rights under this Agreement or any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as Indenture Trustee on behalf of the Holders of the Notes, acknowledges such Grant, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture in accordance with the provisions of this IndentureLoan Document.

GRANTING CLAUSE. The Issuing Entity hereby Grants Granting Clause is amended as follows: (a) by amending and restating the first sentence thereof prior to the words “to wit” to read in its entirety as follows: Form of Indenture Trustee at Amendment 2012-2 “NOW, THEREFORE, THIS TRUST INDENTURE AND MORTGAGE WITNESSETH, that, to secure the Closing Dateprompt payment of the Original Amount of, as Indenture Trustee interest on, Make-Whole Amount, if any, and all other amounts due with respect to, all Equipment Notes from time to time outstanding hereunder according to their tenor and effect and to secure the performance and observance by the Owner of all the agreements, covenants and provisions contained herein and in the Participation Agreement and in the Equipment Notes, to secure the Related Secured Obligations and the performance and observance by the Owner of all agreements, covenants and provisions contained in the Related Equipment Notes and to secure the Other Secured Obligations and the performance and observance by the Owner of all agreements, covenants and provisions contained in the Other Series C Equipment Notes, for the benefit of the Note Holders and each of the Indenture Indemnitees, and in consideration of the premises and of the covenants herein contained, and of the acceptance of the Equipment Notes, all the Related Equipment Notes and the Other Series C Equipment Notes by the holders thereof, and for other good and valuable consideration the receipt and adequacy whereof are hereby acknowledged, the Owner has granted, bargained, sold, assigned, transferred, conveyed, mortgaged, pledged and confirmed, and does hereby grant, bargain, sell, assign, transfer, convey, mortgage, pledge and confirm, unto the Mortgagee, its successors in trust and assigns, for the security and benefit of, the Note Holders and each of the Issuing Entity’s rightIndenture Indemnitees, title and interest, whether now or hereafter acquired, and wherever locateda first priority security interest and, in and to (a) the Receivables identified on the SSA Assignment (all of which are identified in World Omni’s computer files by a code indicating that such Receivables are owned by the Issuing Entity and pledged to the Indenture Trustee) and all monies received thereon and in respect thereof after the Cutoff Date; (b) the security interests in, and the liens on, the Financed Vehicles granted by Obligors in connection with the Receivables and any other interest case of the Issuing Entity Airframe and Engines, an International Interest in such Financed Vehicles; (c) any proceeds with respect to the Receivables from claims and mortgage lien on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors; (d) any Financed Vehicle that shall have secured a Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer or the Issuing Entity; (e) all right, title and interest in all funds on deposit of the Owner in, to and “financial assets” under the following described property, rights and privileges, whether now or hereafter acquired (as such term is defined in which, collectively, together with all property hereafter specifically subject to the Uniform Commercial Code as from time to time in effect) credited toLien of this Trust Indenture by the terms hereof or any supplement hereto, the Trust Accounts, including the Reserve Account, from time to time, including the Reserve Account Initial Depositare included within, and in all investments and proceeds thereof (including all income thereon); (f) the Receivables Purchase Agreement, including the RPA Assignment, and the Sale and Servicing Agreement, including the SSA Assignment (including the Issuing Entity’s right are referred to cause World Omni, the Servicer or the Depositor to repurchase Receivables from the Issuing Entity under certain circumstances described therein); (g) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the UCC) constituting or relating to the foregoing; and (h) all proceeds of any and all of the foregoing and all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments, general intangibles and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing; provided, however, that the foregoing items (a) through (i) shall not include the Notes and Trust Certificates (collectivelyas, the “Collateral”). The foregoing Grant is made ”. (b) by replacing in trust to secure clause (4) thereof the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, and to secure compliance words “paragraph (iv)” with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as Indenture Trustee on behalf of the Holders of the Notes, acknowledges such Grant, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture in accordance with the provisions of this Indenturewords “paragraph (iv) or (vi)”.

GRANTING CLAUSE. The Issuing Entity hereby Grants Each of the Issuer and Finance NomCo (x) on the Original Indenture Date, Granted to the Indenture Trustee at the Closing Date, as Indenture Trustee for the benefit of the Holders Secured Parties (as defined in the Original Indenture), (y) on the A&R Date, hereby Grants to the Indenture Trustee for the benefit of the NotesSecured Parties, and (z) on each date on which an Additional Asset Purchase Agreement identifying such Additional Assets is entered into after the A&R Date, will Grant to the Indenture Trustee for the benefit of the Secured Parties with respect to any Additional Assets, a security interest in, all of the Issuing Entitysuch party’s right, title and interest, whether now or hereafter acquired, and wherever located, in and to (a) the Receivables identified on the SSA Assignment (all of which are Assets, any Additional Assets identified in World Omni’s computer files by a code indicating that such Receivables are owned by any Additional Asset Purchase Agreement entered into after the Issuing Entity and pledged to the Indenture Trustee) and A&R Date and, in each case, all monies received thereon and in respect thereof after the applicable related Cutoff Date; (b) the security interests in, Presidio Accounts and the liens on, the Financed Vehicles granted by Obligors in connection with the Receivables and any other interest of the Issuing Entity in such Financed Vehicles; (c) any proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors; (d) any Financed Vehicle that shall have secured a Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer or the Issuing Entity; (e) all right, title and interest in all funds on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as from time to time in effect) ), instruments, money, and other property credited to, to or on deposit in the Trust Accounts, including the Reserve Account, Presidio Accounts from time to time, including the Liquidity Reserve Account Initial Deposit, and in all investments and proceeds thereof (including all income thereon); (c) the Merger Agreement and each Additional Asset Purchase Agreement; (d) the Management Services Agreement; (e) the Hedge Agreements; (f) the Receivables Purchase Back-up Management Agreement, including the RPA Assignment, and the Sale and Servicing Agreement, including the SSA Assignment (including the Issuing Entity’s right to cause World Omni, the Servicer or the Depositor to repurchase Receivables from the Issuing Entity under certain circumstances described therein); (g) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the UCC) constituting or relating to the foregoingMaster Joint Operating Agreement; and (h) all proceeds of any and the Parent Pledge Agreement; (i) the Guaranty Agreement; (j) each other Basic Document to which it is party; (k) all of the foregoing equity interests of Finance NomCo; (l) the representations, warranties and covenants contained in each of the Basic Documents; (m) all accounts, chattel paper, commercial tort claims, deposit accounts, documents, equity interests (including, with respect to the Issuer, all equity interests in Finance NomCo owned by the Issuer), general intangibles, goods, instruments, investment property, letter-of-credit rights, letters of credit, money, and oil, gas, and other minerals; (n) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments, general intangibles and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing; provided, however, that and (o) all proceeds of any and all of the foregoing items (a) through (i) shall not include the Notes and Trust Certificates (collectively, the “Collateral”); provided, however, that the Collateral shall not include, and the lien of this Indenture shall not extend to, (x) any assets or amounts released from the Lien of this Indenture in accordance with the express terms hereof and (y) other Excluded Assets. The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, and to secure compliance with the provisions of this Indenture, all as provided in this IndentureSecured Obligations. The Indenture Trustee, as Indenture Trustee on behalf of the Holders of the NotesSecured Parties, acknowledges such Grant▇▇▇▇▇, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture in accordance with to the provisions end that the interests of this Indenturethe Secured Parties may be adequately and effectively protected.

GRANTING CLAUSE. The Issuing Entity hereby Grants In order to secure the Indenture Trustee at the Closing Date, as Indenture Trustee for the benefit payment of the Holders principal of (and premium, if any) and interest on the Notes, according to their terms, and further to secure the due performance of the covenants, agreements and provisions contained in this Mortgage and the Loan Agreement, and to declare the terms and conditions upon which the Notes are to be secured, the Mortgagor, in consideration of the premises, does hereby grant, bargain, sell, alienate, convey, assign, transfer, mortgage, hypothecate, pledge, set over and confirm unto the Mortgagee, all property, rights, privileges and franchises of the Mortgagor of every kind and description, real, personal or mixed, tangible or intangible, whether now owned or hereafter acquired by the Mortgagor, wherever located, and grants a security interest therein for the purposes herein expressed, except any Excepted Property, and including all and singular the following described property (all of which is hereinafter called the Issuing Entity’s “Mortgaged Property”): All right, title and interestinterest of the Mortgagor in and to the electric generating plants and facilities and electric transmission and distribution lines and facilities now owned by the Mortgagor and located in the counties listed in Appendix B hereto, whether now or hereafter acquiredconstructed or acquired by the Mortgagor, and wherever located, and in and to (a) the Receivables identified on the SSA Assignment (all extensions and improvements thereof and additions thereto, including any and all other property of which are identified in World Omni’s computer files by a code indicating that such Receivables are owned every nature and description, used or acquired for use by the Issuing Entity and pledged to the Indenture Trustee) and all monies received thereon and Mortgagor in respect thereof after the Cutoff Date; (b) the security interests inconnection therewith, and the liens onincluding, without limitation, the Financed Vehicles granted by Obligors property described in connection with the Receivables property schedule listed on or attached to Appendix B hereto; All right, title and any other interest of the Issuing Entity Mortgagor in, to and under any and all grants, privileges, rights of way and easements now owned, held, leased, enjoyed or exercised, or which may hereafter be owned, held, leased, acquired, enjoyed or exercised, by the Mortgagor for the purposes of, or in such Financed Vehicles; (c) any proceeds with respect to connection with, the Receivables from claims on any physical damage, credit life construction or disability insurance policies covering Financed Vehicles or Obligors; (d) any Financed Vehicle that shall have secured a Receivable and that shall have been acquired operation by or on behalf of the DepositorMortgagor of electric transmission or distribution lines or systems, the Servicer whether underground or the Issuing Entityoverhead or otherwise, or of any electric generating plant, wherever located; (e) all All right, title and interest in all funds on deposit of the Mortgagor in, to and “financial assets” (under any and all licenses, ordinances, privileges and permits heretofore granted, issued or executed, or which may hereafter be granted, issued or executed, to it or to its assignors by the United States of America, or by any state, or by any county, township, municipality, village or other political subdivision thereof, or by any agency, board, commission or department of any of the foregoing, authorizing the construction, acquisition or operation of electric transmission or distribution lines or systems, or any electric generating plant or plants, insofar as such term is defined in the Uniform Commercial Code as from time same may by law be assigned, granted, bargained, sold, conveyed, transferred, mortgaged or pledged; All right, title and interest of the Mortgagor in, to time in effect) credited toand under any and all accounts, the Trust Accounts, including the Reserve Account, from time to time, including the Reserve Account Initial Deposit, contract rights and in all investments and proceeds thereof (including all income thereon); (f) the Receivables Purchase Agreement, including the RPA Assignment, and the Sale and Servicing Agreement, including the SSA Assignment (including the Issuing Entity’s right to cause World Omni, the Servicer or the Depositor to repurchase Receivables from the Issuing Entity under certain circumstances described therein); (g) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” intangibles (as such terms are defined in the UCCapplicable Uniform Commercial Code) constituting heretofore or relating hereafter acquired by the Mortgagor, including all contracts heretofore or hereafter executed by and between the Mortgagor and any person, firm, corporation or governmental body or agency providing for the purchase, sale, exchange or transmission of electric power or energy by the Mortgagor; Also, all right, title and interest of the Mortgagor in and to all other property, real or personal, tangible or intangible, of every kind, nature and description, and wheresoever situated, now owned or hereafter acquired by the Mortgagor, it being the intention hereof that all such property now owned but not specifically described herein or acquired or held by the Mortgagor after the date hereof shall be as fully embraced within and subjected to the foregoinglien hereof as if the same were now owned by the Mortgagor and were specifically described herein to the extent only, however, that the subjection of such property to the lien hereof shall not be contrary to law; Together with all rents, income, revenues, profits, cash, proceeds and (h) all proceeds of benefits at any time derived, received or had from any and all of the foregoing and all present and future claims, demands, causes of action and choses in action in respect of any above-described property or all business operations of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of Mortgagor, to the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments, general intangibles and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing; providedfullest extent permitted by law. Provided, however, that no automobiles, trucks, trailers, tractors or other vehicles (including, without limitation, aircraft or ships, if any) owned or used by the foregoing items (a) through (i) Mortgagor shall not include be included in the Notes and Trust Certificates (collectively, the “Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as Indenture Trustee on behalf of the Holders of the Notes, acknowledges such Grant, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture in accordance with the provisions of this IndentureMortgaged Property.

GRANTING CLAUSE. The Issuing Entity With respect to the Securitized Utility Tariff Bonds, the Issuer hereby Grants to the Indenture Trustee at the Closing DateTrustee, as Indenture Trustee for the benefit of the Holders Secured Parties of the NotesSecuritized Utility Tariff Bonds, a Lien on and a security interest in and to all of the Issuing EntityIssuer’s right, title and interest, interest (whether now owned or hereafter acquiredacquired or arising) in, to and wherever locatedunder all of the following property (such property, in and to collectively, the “Securitized Utility Tariff Bond Collateral”): (a) the Receivables identified on Securitized Utility Tariff Property created under and pursuant to the SSA Assignment (all of which are identified in World Omni’s computer files by a code indicating that such Receivables are owned Financing Order and the Securitization Law and transferred by the Issuing Entity and pledged Seller to the Indenture TrusteeIssuer pursuant to the Sale Agreement (including, to the fullest extent permitted by law, the right, title, and interest of the Issuer (i) in and to the Securitized Utility Tariff Charges, including all monies received thereon rights to True-Up Adjustments to the Securitized Utility Tariff Charges in accordance with the Securitization Law and the Financing Order and (ii) to be paid the amount that is determined in a Financing Order to be the amount that the Seller and Issuer is lawfully entitled to receive pursuant to the provisions of the Securitization Law and the proceeds thereof, and in respect thereof after and to all revenues, collections, claims, payments, moneys, or proceeds of or arising from the Cutoff DateSecuritized Utility Tariff Charges); (b) all Securitized Utility Bond Tariff Charges related to the security interests inSecuritized Utility Tariff Property, and the liens on, the Financed Vehicles granted by Obligors in connection with the Receivables and any other interest of the Issuing Entity in such Financed Vehicles; (c) any proceeds the Sale Agreement and all property and interests in property transferred under the Sale Agreement with respect to the Receivables from claims on any physical damageSecuritized Utility Tariff Property and the Securitized Utility Tariff Bonds, credit life or disability insurance policies covering Financed Vehicles or Obligors; (d) any Financed Vehicle that shall have secured a Receivable and that shall have been acquired by or on behalf of the DepositorServicing Agreement, the Servicer Administration Agreement, any intercreditor agreement and any subservicing, agency, administration or collection agreements executed in connection therewith, if any, to the Issuing Entity; extent related to the foregoing Securitized Utility Tariff Property and the Securitized Utility Tariff Bonds, (e) the Collection Account, all rightsubaccounts thereof and all amounts of cash, title and interest in all funds instruments, investment property or other assets on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as therein or credited thereto from time to time in effect) and all Financial Assets and securities entitlements carried therein or credited tothereto, the Trust Accounts, including the Reserve Account, from time to time, including the Reserve Account Initial Deposit, and in all investments and proceeds thereof (including all income thereon); (f) all rights to compel the Receivables Purchase Agreement, including Servicer to file for and obtain adjustments to the RPA Assignment, and Securitized Utility Tariff Charges in accordance with Section 393.1700.2(c)e. of the Sale and Servicing Agreement, including the SSA Assignment (including the Issuing Entity’s right to cause World OmniSecuritization Law, the Servicer Financing Order or the Depositor to repurchase Receivables from the Issuing Entity under certain circumstances described therein); Tariff filed in connection therewith, (g) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the UCC) constituting or relating to the foregoing; and (h) all proceeds of any and all of the foregoing and all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing, whether such claims, demands, causes and choses in action constitute Securitized Utility Tariff Property, accounts, general intangibles, instruments, contract rights, chattel paper or proceeds of such items or any other form of property with respect to the Securitized Utility Tariff Bonds, (h) all accounts, chattel paper, deposit accounts, documents, general intangibles, goods, instruments, investment property, letters of credit, letters-of-credit rights, money, commercial tort claims and supporting obligations with respect to the Securitized Utility Tariff Bonds related to the foregoing and (i) all payments on or under under, and all proceeds of every kind and nature whatsoever in respect of of, any or all of the foregoingforegoing with respect to the Securitized Utility Tariff Bonds; it being understood that the following do not constitute Securitized Utility Tariff Bond Collateral: amounts deposited with the Issuer on the Closing Date, including all proceeds required for payment of costs of issuance with respect to the Securitized Utility Tariff Bonds (together with any interest earnings thereon), it being understood that such amounts described in this clause shall not be subject to Section 3.17 of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments, general intangibles and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing; provided, however, that the foregoing items (a) through (i) shall not include the Notes and Trust Certificates (collectively, the “Collateral”)Indenture. The foregoing Grant is made in trust to secure the payment of principal of and premium, if any, interest on, and any other amounts owing in respect of, the NotesSecuritized Utility Tariff Bonds and all fees, expenses, counsel fees and other amounts due and payable to the Indenture Trustee equally and ratably without prejudice, priority or distinction, and except as expressly provided in the Indenture, to secure compliance with the provisions of this Indenturethe Indenture with respect to the Securitized Utility Tariff Bonds, all as provided in the Indenture and to secure the performance by the Issuer of all of its obligations under the Indenture (collectively, the “Secured Obligations”). The Indenture and this IndentureSeries Supplement constitute a security agreement within the meaning of the Securitization Law and under the UCC to the extent that the provisions of the UCC are applicable hereto. The Indenture Trustee, as Indenture Trustee indenture trustee on behalf of the Holders Secured Parties of the NotesSecuritized Utility Tariff Bonds, acknowledges such Grant, Grant and accepts the trusts under this Supplement and the Indenture in accordance with the provisions of this Indenture Supplement and agrees to perform its duties required in this Indenture in accordance with the provisions of this Indenture.

GRANTING CLAUSE. The Issuing Entity Note Issuer hereby Grants to the Indenture Trustee at the Closing Date, as Indenture Trustee for the benefit of the Holders of the NotesNotes from time to time issued and outstanding, all of the Issuing Entity’s Note Issuer's right, title and interest, whether now or hereafter acquired, and wherever located, interest in and to (a) the Receivables identified on Intangible Transition Property created under and pursuant to the SSA Assignment (all of which are identified in World Omni’s computer files by a code indicating that such Receivables are owned 1998 Funding Order, and transferred by the Issuing Entity and pledged Grantee to the Indenture Trustee) Note Issuer pursuant to the Sale Agreement (including, to the fullest extent permitted by law, all revenues, collections, claims, rights, payments, money or proceeds of or arising from the IFCs authorized in the 1998 Funding Order and all monies received thereon any Tariffs filed pursuant thereto and in respect thereof after the Cutoff Date; any Allocable IFC Revenue Amounts), (b) the security interests inall Intangible Transition Property created under and pursuant to any Subsequent Funding Order, and transferred by the liens onGrantee to the Note Issuer pursuant to a Subsequent Sale Agreement (including, to the Financed Vehicles granted fullest extent permitted by Obligors law, all revenues, collections, claims, rights, payments, money or proceeds of or arising from the IFCs authorized in connection with the Receivables such Subsequent Funding Order and any other interest of the Issuing Entity in such Financed Vehicles; Subsequent Tariffs filed pursuant thereto and any Allocable IFC Revenue Amounts), (c) any proceeds with respect to the Receivables from claims on any physical damageGrant Agreement, credit life or disability insurance policies covering Financed Vehicles or Obligors; the Sale Agreement and all property and interests in property transferred under the Sale Agreement, (d) each Subsequent Grant Agreement, Subsequent Sale Agreement and all property and interests in property transferred under any Financed Vehicle that shall have secured a Receivable and that shall have been acquired by or on behalf of the DepositorSubsequent Sale Agreement, the Servicer or the Issuing Entity; (e) the Servicing Agreement, (f) the Collection Account, all right, title subaccounts thereof and interest in all funds amounts of cash or investment property on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as from time to time in effect) therein or credited to, the Trust Accounts, including the Reserve Account, thereto from time to time, including the Reserve Account Initial Deposit, and in all investments and proceeds thereof (including all income thereon); (f) the Receivables Purchase Agreement, including the RPA Assignment, and the Sale and Servicing Agreement, including the SSA Assignment (including the Issuing Entity’s right to cause World Omni, the Servicer or the Depositor to repurchase Receivables from the Issuing Entity under certain circumstances described therein); (g) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined any interest rate exchange agreement which is executed in connection with the UCC) constituting or relating to the foregoing; and issuance of Floating Rate Notes, if any, (h) all proceeds of any rights to compel the Servicer to file for and all obtain adjustments to the IFCs in accordance with Section 18-104(d) of the foregoing and Funding Law, the 1998 Funding Order or any Subsequent Funding Order or any Tariff or Subsequent Tariff filed in connection therewith, (i) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing foregoing, (j) all general intangibles, chattel paper and accounts of the Note Issuer, and (k) all payments on or under under, and all proceeds of every kind and nature whatsoever in respect of of, any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments, general intangibles and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing; provided, however, it being understood that the foregoing items (a) through following do not constitute Note Collateral: (i) cash that has been released pursuant to Section 8.02(d)(xiii) following retirement of all Outstanding Series of Notes, (ii) net investment earnings which have been released to the Note Issuer pursuant to Section 8.02(d), and (iii) amounts deposited with the Note Issuer on any Series Issuance Date, including the Closing Date, for payment of costs of issuance with respect to the related Series (together with any interest earnings thereon), it being understood that such amounts described in clauses (i) and (iii) above shall not include the Notes and Trust Certificates (collectively, the “Collateral”). The foregoing Grant is made in trust be subject to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as Indenture Trustee on behalf of the Holders of the Notes, acknowledges such Grant, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture in accordance with the provisions of this IndentureSection 3.

GRANTING CLAUSE. The Issuing Entity hereby Grants Subject to the Indenture Trustee at provisions of Section 2.2, each Grantor hereby assigns and transfers to the Closing DateCollateral Agent, as Indenture Trustee and hereby grants to the Collateral Agent, for the ratable benefit of the Holders of the NotesSecured Parties, a security interest in, all of the Issuing Entity’s following property now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the "COLLATERAL"), as collateral security for the prompt and interestcomplete payment and performance when due (whether at the stated maturity, whether now by acceleration or hereafter acquired, and wherever located, in and to otherwise) of the Secured Obligations: (a) the Receivables identified all Accounts, including without limitation, all Accounts listed on SCHEDULE 2 on the SSA Assignment (all of which are identified in World Omni’s computer files by a code indicating that such Receivables are owned by the Issuing Entity and pledged to the Indenture Trustee) and all monies received thereon and in respect thereof after the Cutoff Date; date hereof or at any time hereafter; (b) all Authorization Rights, including without limitation, all Authorization Rights listed on SCHEDULE 3 on the security interests in, and the liens on, the Financed Vehicles granted by Obligors in connection with the Receivables and date hereof or at any other interest of the Issuing Entity in such Financed Vehicles; time hereafter; (c) all Cash Collateral, including without limitation, all Cash Collateral listed on SCHEDULE 4 on the date hereof or at any proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors; time hereafter; (d) all Deposit Accounts, including without limitation, all Deposit Accounts listed on SCHEDULE 5 on the date hereof or at any Financed Vehicle that shall have secured a Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer or the Issuing Entity; time hereafter; (e) all right, title and interest in all funds on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as from time to time in effect) credited to, the Trust AccountsDocuments, including without limitation, all Documents listed on SCHEDULE 6 on the Reserve Account, from date hereof or at any time to time, including the Reserve Account Initial Deposit, and in all investments and proceeds thereof (including all income thereon); hereafter; (f) the Receivables Purchase Agreementall Equipment, including without limitation, all Equipment listed on SCHEDULE 7 on the RPA Assignment, and the Sale and Servicing Agreement, including the SSA Assignment (including the Issuing Entity’s right to cause World Omni, the Servicer date hereof or the Depositor to repurchase Receivables from the Issuing Entity under certain circumstances described therein); at any time hereafter; (g) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in Fixtures, including without limitation, all Fixtures listed on SCHEDULE 8 on the UCC) constituting date hereof or relating to the foregoing; and at any time hereafter; (h) all proceeds General Intangibles, including without limitation, all General Intangibles listed on SCHEDULE 9 on the date hereof or at any time hereafter; (i) all Instruments, including without limitation, all Instruments listed on SCHEDULE 10 on the date hereof or at any time hereafter; (j) all Intellectual Property, including without limitation, all Intellectual Property listed on SCHEDULE 11 on the date hereof or at any time hereafter; (k) all Inventory, including without limitation, all Inventory listed on SCHEDULE 12 on the date hereof or at any time hereafter; (l) all Investment Property, including without limitation, all Investment Property listed on SCHEDULE 13 on the date hereof or at any time hereafter; (m) all Vehicles, including without limitation, all Vehicles listed on SCHEDULE 14 on the date hereof or at any time hereafter; (n) all books and records pertaining to the Collateral, including without limitation, all books and records listed on SCHEDULE 15 on the date hereof or at any time hereafter; and (o) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all present collateral security and future claims, demands, causes of action and choses in action in guarantees given by any Person with respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments, general intangibles and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing; provided, however, that the foregoing items (a) through (i) shall not include the Notes and Trust Certificates (collectively, the “Collateral”). The foregoing Grant security interest created hereunder is made created in trust to secure the payment accordance with Article 28 of principal Law no. 8,987 of and interest onFebruary 13, 1995, and any other amounts owing in respect ofArticles 97, the Notes98 and 131 through 136 of Law 9.472 of July 16, equally and ratably without prejudice, priority or distinction1997, and to secure compliance with is governed by the provisions of this Indenture, all as provided in this IndentureArticles 768 ET SEQ. The Indenture Trusteeof the Brazilian Civil Code, as Indenture Trustee on behalf well as Articles 271 ET SEQ. of the Holders Brazilian Commercial Code, and shall be continuously levied on all Collateral until the indefeasible payment in full of the NotesSecured Obligations. With respect to all tangible property, acknowledges such Grant, accepts a symbolic transfer by the trusts Grantors to the Collateral Agent for the benefit of the Secured Parties is deemed to have occurred under this Indenture in accordance with Article 274 of the provisions of this Indenture and agrees to perform its duties required in this Indenture in accordance with the provisions of this IndentureBrazilian Commercial Code.

GRANTING CLAUSE. The Issuing Entity hereby Issuer Grants to the Indenture Trustee for the series referred to in the Adoption Annex at the Closing Date, as Indenture Trustee for the benefit of the Holders of Noteholders and the NotesCredit Enhancer, all of the Issuing Entity’s right, title and interest, whether Issuer's interest existing now or hereafter acquiredin the future in: o Mortgage Loans including its Asset Balance (including all Additional Balances) and the related Mortgage Files and all property that secures the Mortgage Loans and all property that is acquired by foreclosure or deed in lieu of foreclosure, and wherever located, in and to all collections received on each Mortgage Loan after the Cut-off Date (a) the Receivables identified on the SSA Assignment (all of which are identified in World Omni’s computer files by a code indicating that such Receivables are owned excluding payments due by the Issuing Entity Cut-off Date); o the Additional Loan Account; o the Additional Home Equity Loans acquired by the Trust from funds in the Additional Loan Account; o the Issuer's rights under hazard insurance policies; o the interest of the Issuer in the Sale and pledged to the Indenture Trustee) and all monies received thereon and in respect thereof after the Cutoff Date; (b) the security interests in, Servicing Agreement and the liens on, Purchase Agreement (including the Financed Vehicles granted by Obligors Issuer's right to cause Mortgage Loans to be repurchased); o all rights under any guaranty executed in connection with the Receivables Mortgage Loans; o the segregated account maintained to hold collections and any other interest of the Issuing Entity in such Financed Vehicles; (c) any proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors; (d) any Financed Vehicle that shall have secured a Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer or the Issuing Entity; (e) all right, title and interest in all funds on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as from time to time in effect) credited to, the Trust Accounts, including the Reserve Account, from time to time, including the Reserve Account Initial Deposit, and in all investments and proceeds thereof (including all income thereon); (f) the Receivables Purchase Agreement, including the RPA Assignment, its contents and the Sale and Servicing Agreement, including the SSA Assignment (including the Issuing Entity’s right to cause World Omni, the Servicer or the Depositor to repurchase Receivables from the Issuing Entity under certain circumstances described therein); (g) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the UCC) constituting or relating to the foregoingAdditional Loan Account; and (h) all proceeds of any and all of the foregoing and o all present and future claims, demands, causes of action action, and choses in action in respect of regarding any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of from any or all of the foregoing, including all proceeds of the conversion thereoftheir conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind kind, and other forms of obligations and receivablesobligations, instruments, general intangibles and other property which that at any time constitute all or any part of or are included in the proceeds of any of the foregoing; provided, however, that the foregoing items (a) through (i) shall not include the Notes and Trust Certificates (collectively, the “"Collateral”"). The foregoing Notes will have the benefit of the insurance policy issued by the Credit Enhancer. This Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect ofon, the Notes, equally and ratably without prejudice, priority priority, or distinction, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The foregoing Grant shall inure to the benefit of the Credit Enhancer to the extent of draws made on the Policy and amounts owing under the Insurance Agreement, and shall continue for the benefit of the Credit Enhancer until all amounts owed the Credit Enhancer have been repaid in full. The Indenture Trustee, as Indenture Trustee on behalf of the Holders of Noteholders and the NotesCredit Enhancer, acknowledges such the Grant, accepts the trusts under this Indenture in accordance with the provisions of this Indenture Indenture, and agrees to perform its duties required in this Indenture in accordance with its terms and the provisions terms of this Indenturethe Transaction Documents.

GRANTING CLAUSE. The Issuing Entity Issuer hereby Grants to the Indenture Trustee at the Closing DateTrustee, as Indenture Trustee for the benefit and security of the Holders of Noteholders and the NotesTrustee as their interests appear herein, all of the Issuing Entity’s right, title and interest, whether now or hereafter acquired, and wherever located, in and to (a) the Receivables identified on the SSA Assignment (all of which are identified in World Omni’s computer files by a code indicating that such Receivables are owned by the Issuing Entity and pledged to the Indenture Trustee) and all monies received thereon and in respect thereof after the Cutoff Date; (b) the security interests in, and the liens on, the Financed Vehicles granted by Obligors in connection with the Receivables and any other interest of the Issuing Entity in such Financed Vehicles; (c) any proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors; (d) any Financed Vehicle that shall have secured a Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer or the Issuing Entity; (e) all Issuer's right, title and interest in and to the Trust Property. The Issuer also hereby assigns to the Trustee, for the benefit of the Noteholders and the Trustee, its security interest in the Equipment (which shall be a first priority perfected security interest in Equipment other than with respect to Equipment relating to a Secured Equipment Note or Finance Lease and for which the Original Equipment Cost is less than $20,000) subject to the underlying equipment lease related to the Contracts and all funds on deposit inof the Issuer's rights in all income, payments and proceeds related thereto. The Grants of the Trust Property effected by this Amended and Restated Indenture shall include all rights, powers, and “financial assets” options (as such term is defined but none of the obligations) of the Issuer with respect thereto, including, without limitation, the immediate and continuing right to claim for, collect, receive, and give receipts for Contract Payments in respect of the Contracts and all other moneys payable thereunder, to give and receive notices and other communications, to recover on the Equipment pursuant thereto, to make waivers, amendments or other agreements, to exercise all rights and options, to bring judicial proceedings in the Uniform Commercial Code as from time name of the Issuer or otherwise, to time in effect) credited toterminate a Contract pursuant to the terms thereof, enforce all rights and remedies of the Trust AccountsIssuer with respect to the duties, including covenants, obligations, indemnities, representations and warranties of the Reserve Account, from time to time, including the Reserve Account Initial Deposit, and in all investments and proceeds thereof (including all income thereon); (f) the Receivables Purchase Agreement, including the RPA Assignment, Contributor and the Sale Servicer under the Amended and Restated Contribution and Servicing Agreement, including the SSA Assignment (including the Issuing Entity’s right and generally to cause World Omni, the Servicer or the Depositor to repurchase Receivables from the Issuing Entity under certain circumstances described therein); (g) all “accounts,” “chattel paper,” “general intangibles” do and “promissory notes” (as such terms are defined in the UCC) constituting or relating to the foregoing; and (h) all proceeds of any and all of the foregoing and all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments, general intangibles and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing; provided, however, receive anything that the foregoing items (a) through (i) shall not include the Notes and Trust Certificates (collectively, the “Collateral”)Issuer is or may be entitled to do or receive thereunder or with respect thereto. The foregoing Grant is Such Grants are made in trust to secure (i) the payment of principal of and interest on, and any other all amounts owing due on the Notes in respect of, the Notesaccordance with their terms, equally and ratably without prejudice, priority priority, or distinctiondistinction between any Note of the same class and any other Note of the same class by reason of differences in time of issuance or otherwise, except as otherwise may be provided in this Amended and to secure Restated Indenture or any Supplement, (ii) the payment of all other sums payable under this Amended and Restated Indenture and (iii) compliance with the provisions of this Indenture, all as provided in this IndentureAmended and Restated Indenture and any Supplement with respect to the Notes. The Indenture Trustee, as Indenture Trustee on behalf of the Holders of the Notes, acknowledges such GrantGrants, accepts the trusts under this Indenture hereunder in accordance with the provisions of this Indenture hereof, and agrees to perform the duties herein required to the best of its duties required in this Indenture in accordance with ability and to the provisions end that the interests of this Indenturethe Noteholders may be adequately and effectively protected as hereinafter provided.

GRANTING CLAUSE. The Issuing Entity Subject to the terms of this Indenture, the Issuer hereby Grants on the Closing Date, to the Indenture Trustee at the Closing DateTrustee, as Indenture Trustee for the benefit of the Holders of the NotesNoteholders, all of the Issuing Entity’s Issuer's right, title and interest, whether now owned or hereafter acquired, and wherever located, in and to: (i) such Loans as from time to time are subject to the Sale and Servicing Agreement as listed in the Loan Schedule, as the same may be amended or supplemented on each Transfer Date and by the removal of Deleted Loans and Unqualified Loans and by the addition of Qualified Substitute Loans, together with the Servicer's Loan Files and the Custodial Loan Files relating thereto and all proceeds thereof, (aii) the Receivables identified on Mortgages and security interests in the SSA Assignment Mortgaged Properties, (iii) all of which are identified in World Omni’s computer files by a code indicating that such Receivables are owned by the Issuing Entity and pledged to the Indenture Trustee) and all monies received thereon and payments in respect thereof after the Cutoff Date; (b) the security interests in, of interest and the liens on, the Financed Vehicles granted by Obligors in connection with the Receivables and any other interest of the Issuing Entity in such Financed Vehicles; (c) any proceeds principal with respect to each Loan received on or after the Receivables related Transfer Cut-off Date, (iv) such assets as from claims time to time are identified as Foreclosure Property, (v) such assets and funds as are from time to time deposited in the Distribution Account, Collection Account and the Transfer Obligation Account, including, without limitation, amounts on deposit in such accounts that are invested in Permitted Investments, (vi) lenders' rights under all Mortgage Insurance Policies and to any physical damageMortgage Insurance Proceeds, credit life or disability insurance policies covering Financed Vehicles or Obligors; (dvii) any Financed Vehicle that shall have secured a Receivable Net Liquidation Proceeds and that shall have been acquired by or on behalf of the DepositorReleased Mortgaged Property Proceeds, the Servicer or the Issuing Entity; (eviii) all right, title and interest of the Trust (but none of the obligations) in and to the obligations of Hedging Counterparties under Hedging Instruments; (ix) all funds on deposit inright, title and interest of each of the Depositor, the Loan Originator and the Trust in and under the Basic Documents including, without limitation, the obligations of the Loan Originator under the Loan Purchase and Contribution Agreement and/or the Master Disposition Confirmation Agreement, and “financial assets” all proceeds of any of the foregoing, (as such term is defined x) all right, title and interest of the Issuer in the Uniform Commercial Code as from time and to time in effect) credited to, the Trust Accounts, including the Reserve Account, from time to time, including the Reserve Account Initial Deposit, and in all investments and proceeds thereof (including all income thereon); (f) the Receivables Purchase Agreement, including the RPA Assignment, and the Sale and Servicing Agreement, including the SSA Assignment (including the Issuing Entity’s Issuer's right to cause World Omni, the Servicer or the Depositor Loan Originator to repurchase Receivables Loans from the Issuing Entity Issuer under certain circumstances described therein); , (gxi) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in other Property of the UCC) constituting or relating Trust from time to the foregoing; time and (hxii) all proceeds of any and all of the foregoing and all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments, general intangibles instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing; provided, however, that the foregoing items (a) through (i) shall not include the Notes and Trust Certificates (collectively, the “"Collateral”"). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as Indenture Trustee on behalf of the Holders of the NotesNoteholders, acknowledges such Grant, accepts the trusts under this Indenture in accordance with the provisions of this Indenture hereunder and agrees to perform its duties required in this Indenture in accordance with to the provisions best of this Indentureits ability to the end that the interests of the Noteholders may adequately and effectively be protected.

GRANTING CLAUSE. The Issuing Entity To secure the timely payment in full in cash and performance in full of the Obligations, Grantor does hereby Grants collaterally assign, grant and pledge to, and subject to the Indenture Trustee at the Closing Datea continuing security interest in favor of, as Indenture Trustee Administrative Agent, for the benefit of the Holders of the NotesAdministrative Agent and each other Secured Party, all of the Issuing Entity’s rightestate, title and interest, whether now or hereafter acquired, and wherever located, in and to (a) the Receivables identified on the SSA Assignment (all of which are identified in World Omni’s computer files by a code indicating that such Receivables are owned by the Issuing Entity and pledged to the Indenture Trustee) and all monies received thereon and in respect thereof after the Cutoff Date; (b) the security interests in, and the liens on, the Financed Vehicles granted by Obligors in connection with the Receivables and any other interest of the Issuing Entity in such Financed Vehicles; (c) any proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors; (d) any Financed Vehicle that shall have secured a Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer or the Issuing Entity; (e) all right, title and interest in all funds on deposit of Grantor in, to and “financial assets” under all assets of Grantor, whether now owned or hereafter existing or acquired, including all the estate, right, title and interest of Grantor in, to and under the following (as such term is defined in the Uniform Commercial Code as from time to time in effect) credited tocollectively, the Trust Accounts"Collateral"): (a) all contracts, agreements and documents (individually, an "Assigned Agreement" and collectively, the "Assigned Agreements"), including the Reserve Accountfollowing contracts, agreements and documents, as amended, amended and restated, supplemented or otherwise modified from time to time, and all of Grantor's rights thereunder: (i) the Project Documents listed on Exhibit A hereto; (ii) all other Project Documents not listed on Exhibit A hereto to which the Grantor is a party; (iii) all other agreements, including vendor warranties and guaranties, running to Grantor or assigned to Grantor, relating to the Reserve Account Initial Depositleasing, use, maintenance, improvement, operation or acquisition of a Project or any part thereof, or transport of material, equipment and other parts of a Project or any part thereof; (iv) any lease or sublease agreements or easement agreements relating to a Project or any part thereof or any ancillary facilities, to which Grantor may be or become a party; and (v) each Additional Project Document to which Grantor is or may become a party, and any other agreements to which Grantor may be or become a party relating to the leasing, use, maintenance, improvement or operation of a Project or any part thereof. (b) to the extent permitted by Legal Requirements and the terms of Grantor's Permits, all of Grantor's Permits; (c) the insurance policies maintained by Grantor, including any such policies insuring against loss of revenues by reason of interruption of the operation of a Project and all proceeds and other amounts payable to Grantor thereunder, and all eminent domain proceeds; (d) all rents, profits, income, royalties and revenues derived in all investments any other manner by Grantor as a result of its leasing or ownership of a Project or any part thereof and proceeds thereof (the use or operation of a Project or any part thereof, including all income thereon); Project Revenues; (e) all other personal property and fixtures, wherever located and whenever acquired, whether or not of a type which may be subject to a security interest under the UCC, including all machinery, tools, engines, appliances, mechanical and electrical systems, geothermal fluid facilities, ▇▇▇▇▇, elevators, lighting, alarm systems, fire control systems, furnishings, furniture, service equipment, motor vehicles, building or maintenance equipment, building or maintenance materials, supplies, goods and property covered by any warehouse receipts or bills of lading or other such documents, spare parts, maps, plans, specifications, architectural, engineering, construction or shop drawings, manuals or similar documents, copyrights, patents, trademarks, trade names and other intellectual property of any kind, and any replacements, renewals or substitutions for any of the foregoing or additional tangible or intangible personal property hereafter acquired by Grantor; (f) the Receivables Purchase Agreement, including the RPA Assignment, and the Sale and Servicing Agreement, including the SSA Assignment all goods (including inventory, equipment and any accessions thereto), money, instruments (including promissory notes), securities and all other investment property, security entitlements, financial assets, accounts (including health-care-insurance receivables), contract rights, documents, deposit accounts, chattel paper (whether tangible or electronic), letter-of-credit rights (whether or not the Issuing Entity’s right to cause World Omniletter of credit is evidenced by a writing), the Servicer or the Depositor to repurchase Receivables from the Issuing Entity under certain circumstances described therein); commercial tort claims and supporting obligations; (g) all “accounts,” “chattel paper,” “general intangibles” , including, to the extent assignable, all construction, service, engineering, consulting, architectural and “promissory notes” (as such terms are defined other similar contracts concerning the design, construction, operation, occupancy, maintenance and/or use of a Project, all architectural drawings, plans, specifications, soil tests, appraisals, route surveys, engineering reports and similar materials relating to all or any portion of a Project and all payment and performance bonds or warranties or guarantees relating to a Project, all rights under and in patents, patent licenses, rights in intellectual property, trademarks, trade names, corporate names, company names, business names, fictitious business names, trade styles, trade secrets, service marks, logos, other source and business identifiers, trademark registrations and applications for registration used exclusively at or relating exclusively to any part of Grantor's business, all renewals, extensions and continuations-in-part of the items referred to above, any written agreements granting to Grantor any right to use any trademark or trademark registration at or in connection with Grantor's business, and the right of Grantor to ▇▇▇ for past, present and future infringements of the foregoing, and the right in the UCC) constituting name and on behalf of Grantor to appear in and defend any action or relating proceeding brought with respect to any part of Grantor's real or personal property and to commence any action or proceeding to protect the foregoing; and interest of Grantor in such Collateral; (h) all books, records, writings, design documents, computer programs, printouts and other computer materials and records, data bases, software, information and other property relating to, used or useful in connection with, Grantor's business; (i) all Accounts, including any sub-accounts within such Accounts; and (j) the proceeds of all of the foregoing collateral, whether cash or non-cash, including (i) all rights of Grantor to receive moneys due and to become due under or pursuant to the Collateral, (ii) all rights of Grantor to receive return of any premiums for or proceeds of any insurance, indemnity, warranty or guaranty with respect to the Collateral or to receive condemnation proceeds, (iii) all claims of Grantor for damages arising out of or for breach of or default under the Assigned Agreements or any other Collateral, (iv) all rights of Grantor to terminate, amend, supplement, modify or waive performance under the Assigned Agreements, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder, (v) all rights of Grantor under each such contract or agreement to make determinations, to exercise any election (including the election of remedies) or option or to give or receive any notice, consent, waiver, or approval, together with full power and authority with respect to any contract or agreement to demand, receive, enforce, collect or provide receipt for any of the foregoing rights or any property the subject of any of the contracts or agreements, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action which may be necessary or advisable in connection with any of the foregoing, (vi) all rights of Grantor to payment for goods or other property sold or leased or services performed by Grantor, (vii) to the extent not included in the foregoing, all proceeds receivable or received when any and all of the foregoing Collateral is sold, collected, exchanged or otherwise disposed of, whether voluntarily or involuntarily, and (viii) any and all present additions and future claimsaccessions to the Collateral, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoingthereof, including all proceeds of the conversion thereofconversion, voluntary or involuntary, of any of the foregoing into cash or other liquid propertyliquidated claims, including all awards, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment including any unearned premiums or refunds of premiums on any and every kind and other forms of obligations and receivables, instruments, general intangibles and other property which at any time constitute insurance policies covering all or any part of or are included in the Collateral and the right to receive and apply the proceeds of any insurance, or of any judgments or settlements made in lieu thereof for damage to or diminution of the foregoingCollateral; provided, however, that the foregoing items (a) through (i) "Collateral" shall not include (A) any distributions or dividends to [INSERT NAME OF GRANTOR'S OWNER(S)] expressly permitted pursuant to the Notes and Trust Certificates (collectively, terms of the “Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and Credit Agreement or any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority Credit Document or distinction, and to secure compliance with the provisions (B) any property which has been sold or disposed of this Indenture, all as provided in this Indenture. The Indenture Trustee, as Indenture Trustee on behalf of the Holders of the Notes, acknowledges such Grant, accepts the trusts under this Indenture in accordance with Section 6.3 of the provisions of this Indenture and agrees to perform its duties required in this Indenture in accordance with the provisions of this IndentureCredit Agreement.

GRANTING CLAUSE. The Issuing Entity hereby Grants In order to induce Lender to make Loans from time to time to SPE, and in order to secure (i) the Indenture Trustee at the Closing Date, as Indenture Trustee for the benefit prompt repayment of the Holders Loans and payment of all interest accrued thereon and any applicable Prepayment Fee if any, (ii) the strict performance and observance by SPE of the Notesobligations to be performed by it hereunder and (iii) all costs of litigation, all of the Issuing Entity’s rightcollection, title reasonable attorneys' fees and interest, whether now other costs expended or hereafter acquired, and wherever located, in and to (a) the Receivables identified on the SSA Assignment (all of which are identified in World Omni’s computer files by a code indicating that such Receivables are owned by the Issuing Entity and pledged to the Indenture Trustee) and all monies received thereon and in respect thereof after the Cutoff Date; (b) the security interests in, and the liens on, the Financed Vehicles granted by Obligors incurred in connection with the Receivables enforcement of Lender's rights hereunder and any other interest of the Issuing Entity in such Financed Vehicles; (c) any proceeds with respect to the Receivables from claims on any physical damageLeases and the Equipment (the obligations referred to in clauses (i) through (iii) being collectively referred to as the "Obligations"), credit life or disability insurance policies covering Financed Vehicles or Obligors; (d) any Financed Vehicle that shall have secured SPE hereby assigns, pledges and grants a Receivable and that shall have been acquired by or on behalf continuing security interest to Lender in all of the Depositor, the Servicer or the Issuing Entity; (e) all its right, title and interest in and to the following described properties, assets and rights (such properties, assets and rights collectively called the "Collateral"): (a) each Lease and all funds on deposit inof SPE's rights thereunder including the right to receive payments (including Rent and security deposits) due to SPE thereunder and the right to exercise rights and remedies upon default; (b) every item or component of Equipment subject to Leases, together with (i) all accessions, replacements and substitutions thereto and therefor and (ii) all upgrades, add-ons and additions thereto and therefor to the extent they have been financed by Lender under this Agreement, and “financial assets” (as such term is defined iii) all of its rights in the Uniform Commercial Code as from time software and licenses related thereto; (c) each and every Guaranty, security interest, mortgage or other security securing the payment and performance of the Lessee's obligations under the Leases; (d) all Lease Proceeds and Proceeds of items or components of Equipment; (e) all warranty and other rights SPE may have with respect to time in effect) credited tothe Leases against the manufacturer of the Equipment, the Trust Accounts, including the Reserve Account, from time to time, including the Reserve Account Initial Deposit, and in all investments and proceeds thereof (including all income thereon); and (f) the Receivables Purchase Agreement, including the RPA Assignmentproceeds (whether cash or non-cash proceeds), and products of all the Sale properties, assets and Servicing Agreementrights described in paragraphs (a), including the SSA Assignment (including the Issuing Entity’s right to cause World Omnib),(c), the Servicer or the Depositor to repurchase Receivables from the Issuing Entity under certain circumstances described therein); (gd) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the UCC) constituting or relating to the foregoing; and (he) all proceeds of any and all of the foregoing and all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, above including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid propertywithout limitation, all cash proceedsinsurance payments, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments, general intangibles and other property which at any time constitute all whether or part of not Lender is the loss payee thereof; in each case whether now owned or are included in the proceeds of any of the foregoing; provided, however, that the foregoing items (a) through (i) shall not include the Notes and Trust Certificates (collectively, the “Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as Indenture Trustee on behalf of the Holders of the Notes, acknowledges such Grant, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture in accordance with the provisions of this Indenturehereafter acquired.

GRANTING CLAUSE. The Issuing Entity Issuer hereby Grants to the Indenture Trustee at the Closing Date, as Indenture Trustee for the benefit of the Holders of the NotesNotes and the Certificates [and the Swap Counterparty], all of the Issuing Entity’s Issuer's right, title and interestinterest in and to, in each case whether now or hereafter acquired, existing or in which Issuer now has or hereafter acquires an interest and wherever the same may be located: (i) all right, title and interest of the Issuer in and to (a) the Receivables identified on the SSA Assignment (all of which are identified in World Omni’s computer files by a code indicating that such Receivables are owned by the Issuing Entity and pledged to the Indenture Trustee) and all monies received due thereon and or paid thereunder or in respect thereof (including proceeds of the repurchase of Receivables by the Seller pursuant to Section 3.02 or the purchase of Receivables by the Servicer pursuant to Section 4.08 or 9.01 of the Sale and Servicing Agreement) on or after the Cutoff Date; (bii) the interest of the Issuer in the security interests in, and the liens on, in the Financed Vehicles granted by the Obligors in connection with pursuant to the Receivables and any other accessions thereto; (iii) the interest of the Issuing Entity Issuer in such Financed Vehicles; (c) any proceeds with respect to the Receivables from claims on of any physical damage, credit life or disability damage insurance policies covering Financed Vehicles and in any proceeds of any credit life or credit disability insurance policies relating to the Receivables or the Obligors; (div) the interest of the Issuer in any Financed Vehicle Dealer Recourse; (v) the interest of the Issuer under [the Collateral Security Agreement] [, the Yield Maintenance Agreement] and the Sale and Servicing Agreement; (vi) the right of the Issuer to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and that shall have been acquired repossessed by or on behalf of the Depositor, the Servicer or the Issuing EntityIssuer; (e) all right, title and interest in all funds on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as from time to time in effect) credited to, the Trust Accounts, including the Reserve Account, from time to time, including the Reserve Account Initial Deposit, and in all investments and proceeds thereof (including all income thereon); (fvii) the Receivables Purchase Agreement, including rights and interests of the RPA Assignment, Issuer under the Sale and Servicing Agreement and as assignee (pursuant to the Sale and Servicing Agreement, including the SSA Assignment (including the Issuing Entity’s right to cause World Omni, the Servicer or the Depositor to repurchase Receivables from the Issuing Entity under certain circumstances described therein); (g) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the UCC) constituting or relating to the foregoing; and (h) all proceeds of any and all of the foregoing rights and all present and future claims, demands, causes interests of action and choses in action in respect of any or all of TAFR LLC under the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments, general intangibles and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoingReceivables Purchase Agreement; provided, however, that the foregoing items (a) through (i) shall not include the Notes and Trust Certificates (collectively, the “Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as Indenture Trustee on behalf of the Holders of the Notes, acknowledges such Grant, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture in accordance with the provisions of this Indenture.[

GRANTING CLAUSE. The Issuing Entity Issuer hereby Grants to the Indenture Trustee at the Initial Closing Date and on each Series Closing Date, as Indenture Trustee for the benefit of the Holders of Indenture Trustee, the NotesNoteholders and the Insurers, all of the Issuing EntityIssuer’s right, title and interestinterest in, whether now or hereafter acquiredto and under the following (together with any assets of any Co-Issuer pledged pursuant to this Indenture, and wherever locatedreferred to herein individually, in and to as the “Collateral” and, collectively, the “Collateral Pool”): (ai) the Receivables identified Mortgaged Properties, (ii) each of the Leases with respect to such Mortgaged Properties and all payments required thereunder on and after the SSA Assignment applicable Series Closing Date or Transfer Date, (all of which are identified in World Omni’s computer files by a code indicating that such Receivables are owned by iii) the Issuing Entity and pledged to Equipment Loans, (iv) the Indenture TrusteeMortgage Loans (including the related Mortgage Notes) and all monies received thereon payments required thereunder on and in respect thereof after the Cutoff applicable Series Closing Date or Transfer Date; , (bv) the security interests in, and the liens on, the Financed Vehicles granted by Obligors in connection with the Receivables and any other interest all of the Issuing Entity in such Financed Vehicles; (c) any proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors; (d) any Financed Vehicle that shall have secured a Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer or the Issuing Entity; (e) all Issuer’s right, title and interest in all funds on deposit infixtures and reserves and escrows, if any, related to the Mortgaged Properties, (vi) any guarantees of and security for the Tenants’ obligations under the Leases, including any security deposits thereunder, (vii) all of the Issuer’s rights under the Performance Undertaking and the Environmental Indemnity Agreement, (viii) all of the Issuer’s rights (but none of its obligations) under the Purchase and Sale Agreements, (ix) the Collection Account, the Release Account, the Lockbox Accounts, the Cashflow Coverage Reserve Account, the Payment Account and any other accounts (other than any Insurance Policy Proceeds Account) established under the Transaction Documents for purposes of receiving, retaining and distributing amounts received in respect of the Collateral Pool and making payments to the holders of the Notes and the Insurers and making distributions to the holders of the LLC Interests, and “financial assets” (all funds and Permitted Investments as such term is defined in the Uniform Commercial Code as may from time to time in effectbe deposited therein, (x) credited to, the Trust Accounts, including the Reserve Account, from time to time, including the Reserve Account Initial Deposit, and in all investments and proceeds thereof (including all income thereon); (f) the Receivables Purchase Agreement, including the RPA Assignment, and the Sale and Servicing Agreement, including the SSA Assignment (including the Issuing Entity’s right to cause World Omni, the Servicer or the Depositor to repurchase Receivables from the Issuing Entity under certain circumstances described therein); (g) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the UCC) constituting or relating to the foregoing; and (h) all proceeds of any and all of the foregoing and all present and future claims, demands, demands and causes of action and choses in action in respect of any or the foregoing, and (xi) all proceeds of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoingwhatsoever, including including, without limitation, all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments, general intangibles instruments and other property which that at any time constitute all or part of or are included in the proceeds of any of the foregoing; provided, however, that the foregoing items (a) through (i) shall not include the Notes and Trust Certificates (collectively, the “Collateral”). The foregoing Grant is Grants are made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, of all amounts owing to the Insurers under the related Insurance Agreements and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as Indenture Trustee on behalf of the Holders of the Notes, acknowledges such Grant, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture in accordance with the provisions of this Indentureeach Series Supplement.

GRANTING CLAUSE. The Issuing Entity hereby Grants In consideration of the sum of Nine Million Seven Hundred Twenty-Five Thousand and 00/100 Dollars ($9,725,000.00) paid to Borrower by Lender (the “Loan”), and for the purpose of securing: (a) the repayment of the indebtedness evidenced by Borrower’s Promissory Note of even date herewith, payable to the Indenture Trustee order of Lender in the principal amount of $9,725,000.00, said principal sum, with interest thereon at the Closing Daterate of 5.23% per annum, being finally due and payable on December 10, 2015, and all renewals, extensions and modifications thereof and any note issued in substitution therefor (the “Note”); (b) the payment of all other sums with interest thereon as Indenture Trustee for may be advanced by Lender in accordance with this Deed, the benefit Assignment of Rents and Leases of even date herewith from Borrower to Lender (the “Assignment”), the Environmental Indemnity of even date herewith from Borrower and other parties to Lender (the “Indemnity”), and any other instruments or documents evidencing the Loan or securing payment of the Holders Note (the Note, Deed, Assignment, Indemnity, and any other documents or instruments evidencing the Loan or securing payment of the NotesNote, are together referred to as the “Loan Documents”) (the indebtedness evidenced by the Note and all such other sums are hereinafter collectively referred to as the “Indebtedness”): and (c) the performance of all the covenants and agreements of Borrower contained in the Loan Documents, Borrower does hereby GRANT, BARGAIN, SELL, ASSIGN, TRANSFER, WARRANT and CONVEY unto Lender the tract or parcel of land (hereinafter called the “Land”), located in ▇▇▇▇▇▇ County, Georgia, described in Exhibit A, attached hereto and incorporated herein, together with all of the Issuing EntityBorrower’s right, title and interest, whether now or hereafter acquired, and wherever located, in and to interest in: (ai) the Receivables identified on the SSA Assignment (all of which are identified in World Omni’s computer files by a code indicating that such Receivables are owned by the Issuing Entity buildings, structures and pledged to other improvements now standing or at any time hereafter constructed or placed upon the Indenture TrusteeLand; and (ii) all lighting, heating, ventilating, air conditioning, sprinkling and plumbing fixtures, water and power systems, engines and machinery, boilers, furnaces, oil burners, elevators and motors, communication systems, dynamos, transformers, electrical equipment and all monies received thereon and other fixtures of every description located in respect thereof after the Cutoff Date; (b) the security interests in, and the liens or on, the Financed Vehicles granted by Obligors or used, or intended to be used in connection with the Receivables and Land or any building now or hereafter located thereon (excluding, however, fixtures owned by tenants, licensees or other interest of parties leasing or occupying space in any building now or hereafter located on the Issuing Entity in such Financed Vehicles; (c) any proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors; (d) any Financed Vehicle that shall have secured a Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer or the Issuing Entity; (e) all right, title and interest in all funds on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as from time to time in effect) credited to, the Trust Accounts, including the Reserve Account, from time to time, including the Reserve Account Initial Deposit, and in all investments and proceeds thereof (including all income thereonLand under written agreements); (f) the Receivables Purchase Agreement, including the RPA Assignment, and the Sale and Servicing Agreement, including the SSA Assignment (including the Issuing Entity’s right to cause World Omni, the Servicer or the Depositor to repurchase Receivables from the Issuing Entity under certain circumstances described therein); (g) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the UCC) constituting or relating to the foregoing; and (hiii) all hereditaments, easements, appurtenances, riparian rights, rents, issues, profits, condemnation awards, mineral rights and water rights now or hereafter belonging or in any way pertaining to the Land or to any building now or hereafter located thereon and all the estates, rights and interests of Borrower in the Land; (iv) all building materials, furniture, furnishings, maintenance equipment and all other personal property now or hereafter located in, or on, or used, or intended to be used in connection with the Land or any building now or hereafter located thereon and all replacements and additions thereto (excluding personal property owned by tenants, licensees or other parties leasing or occupying space in any building now or hereafter located on the Land under written agreements); and (v) all additions, accessions, increases, parts, fittings, accessories, replacements, substitutions, betterments, repairs and proceeds of to any and all of the foregoing and all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or (all of the foregoing, including all proceeds of together with the conversion thereofLand, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights are hereinafter referred to payment of any and every kind and other forms of obligations and receivables, instruments, general intangibles and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing; provided, however, that the foregoing items (a) through (i) shall not include the Notes and Trust Certificates (collectively, as the “CollateralSecured Property”). The foregoing Grant is made in trust With respect to secure any portion of the payment of principal of Secured Property which constitutes personal property, fixtures or other property governed by the Georgia Uniform Commercial Code, this Deed shall constitute a security agreement between Borrower as the debtor and interest onLender as the secured party, and any other amounts owing Borrower hereby grants Lender a security interest in respect of, the Notes, equally and ratably without prejudice, priority or distinction, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as Indenture Trustee on behalf such portion of the Holders of the Notes, acknowledges such Grant, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture in accordance with the provisions of this IndentureSecured Property.

GRANTING CLAUSE. The Issuing Entity hereby Grants to To secure the Indenture Trustee at the Closing Date, Indebtedness and as Indenture Trustee security for the benefit purposes stated elsewhere in this Mortgage, Borrower mortgages, grants and conveys to Lender, its successors and assigns, with power of the Holders sale and right of the Notesentry and possession, all of the Issuing Entity’s its present and future estate, right, title and interestinterest in and to that certain real property more particularly described in Schedule B attached hereto (the "Real Estate") and all rights to the Real Estate which may be acquired by the Borrower at any time, whether including all rights, privileges, options, elections and other benefits of every name and nature; together with all present and future easements and rights used in connection therewith or as a means of access thereto; together: 1.1. All right, title and interest of the Borrower in, to, under or derived from all buildings, structures, facilities and other improvements of every kind and description now or hereafter acquiredlocated on the Real Estate, including all parking areas, roads, driveways, walks, fences, walls, drainage facilities and other site improvements, all water, sanitary and storm sewer, drainage, electricity, steam, gas, telephone and other utility equipment and facilities, all plumbing, lighting, heating, ventilating, air-conditioning, refrigerating, incinerating, compacting, fire protection and sprinkler, surveillance and security, public address and communications equipment and systems, all awnings, floor coverings, partitions, elevators, escalators, motors, machinery, pipes, fittings and other items of equipment and personal property of every kind and description, excluding inventory of the Franchised Operation (as defined herein) and proceeds thereof, leased furniture, fixtures and equipment at the Franchised Operation, any signage or other proprietary tangible property at the Franchised Operation, and wherever locatedfurniture, fixtures and equipment subsequently acquired for use at the Franchised Operation and subject to a purchase money security interest in and favor of a third party not to exceed the value of $75,000 at any time (a) collectively, the Receivables identified "Excluded Collateral"), now or hereafter located on the SSA Assignment (Real Estate, as defined herein, or attached to the improvements which by the nature of their location thereon or attachment thereto are real property under applicable law; and including all materials intended for the construction, reconstruction, repair, replacement, alteration, addition or improvement of or to such buildings, equipment, fixtures, structures and improvements, all of which are identified in World Omni’s computer files by a code indicating that such Receivables are materials shall be deemed to be part of the Real Estate immediately upon delivery thereof on the Real Estate and to be part of the improvements immediately upon their incorporation therein (the foregoing other than Excluded Collateral being collectively the "Improvements"); 1.2. All estate, right, title and interest of the Borrower in, to, under or derived from all machinery, equipment, furniture, furnishings, vehicles, fixtures and any accessions, parts, attachments, accessories, tools, dies, additions, substitutions, renewals, replacements and appurtenances thereto and their related rights thereof, and other customary franchise restaurant equipment and other tangible property of every kind and nature whatsoever, other than the Excluded Collateral, acquired, owned or held by the Issuing Entity and pledged to Borrower, or in which the Indenture Trustee) and all monies received thereon and in respect thereof after Borrower has or shall have an interest, now or hereafter located upon the Cutoff Date; (b) the security interests inReal Estate, and the liens onor appurtenant thereto, the Financed Vehicles granted by Obligors or usable exclusively in connection with the Receivables present or future operation and any other occupancy of the Real Estate or the Improvements, including the operation of the franchised restaurant located on the Real Estate at the Restaurant Address set forth above (the "Franchised Operation") (hereinafter collectively called the "Equipment"); 1.3. All estate, right, title and interest of the Issuing Entity Borrower in, to, under or derived from all tenements, hereditaments and appurtenances now or hereafter relating to the Real Estate; the streets, roads, sidewalks and alleys abutting the Real Estate; all air space and rights to use air space above the Real Estate; all development, operating or similar rights appurtenant to the Real Estate (including, without limitation, all rights arising from reciprocal access agreements, joint occupancy, use or development agreements, and parking agreements); all rights of ingress and egress now or hereafter appertaining to the Real Estate; and all easements, licenses and rights of way now or hereafter appertaining to the Real Estate; 1.4. All estate, right, title and interest of the Borrower in, to, under and derived from all leases of or relating to the Real Estate, the Franchised Operation, the Improvements or the Equipment (together with all amendments, supplements, consolidations, replacements, restatements, extensions, renewals and other modifications thereof), if any, now or hereafter in effect, whether or not of record, including without limitation that certain Lease described on Schedule C attached hereto (the "Property Lease") (collectively, the "Leases"); and the right to bring actions and proceedings under the Leases or for the enforcement thereof and to do anything which the Borrower or any lessor is or may become entitled to do under the Leases; 1.5. All estate, right, title and interest of the Borrower in, to, under or derived from all contract rights, chattel paper, instruments, general intangibles, computer hardware, software and intellectual property, accounts, guaranties and warranties, letters of credit, documents or any kind of negotiable instrument or security as those terms are defined in the Uniform Commercial Code of the state where the Real Estate is located, or any other writing which evidences a right to payment of money and is of a type which is, in the ordinary course of business, transferred by delivery alone or by delivery with any necessary endorsement or assignment, in each case relating to the Franchised Operation, the Improvements or the Equipment or to the present or future operation or occupancy of the Real Estate, and all plans, specifications, maps, surveys, studies, books of account, records, files, insurance policies, guarantees and warranties, all relating to the Franchised Operation, the Improvements or the Equipment or to the present or future operation or occupancy of the Real Estate, all architectural, engineering, construction and management contracts, all supply and service contracts for water, sanitary and storm sewer, drainage, electricity, steam, gas, telephone and other utilities relating to the Real Estate and all other agreements affecting or relating to the use, enjoyment or occupancy of the Real Estate, the Franchised Operation or the Improvements, excluding any rights of the Borrower or its affiliates under franchise agreements relating to the Franchised Operation except to the extent such Financed Vehiclesrights are affected by the Consent to Collateral Assignment dated September 11, 1998 with ▇▇▇▇▇▇▇ International, Inc. and the Intercreditor Agreement dated on or about the date hereof with Burger King Corporation and by that certain Intercreditor Agreement of even date herewith and any subsequent Intercreditor Agreement with Chase Bank of Texas, National Association, as Administrative Agent, or any subsequent senior lender of the Borrower or its affiliates (the "Excluded Franchise Rights"). 1.6. All estate, right, title and interest of the Borrower in, to, under or derived from all rents, royalties, issues, profits, receipts, revenue, income, earnings and other benefits now or hereafter accruing with respect to all or any portion of the Real Estate; (c) any proceeds sums now or hereafter payable pursuant to the Leases; all other sums now or hereafter payable with respect to the Receivables use, occupancy, management, operation or control of the Real Estate; and all other claims, rights and remedies now or hereafter belonging or accruing with respect to the Real Estate, including oil, gas and mineral royalties (collectively, "Rents"), refunds of taxes, assessments or other charges levied or imposed upon the Real Estate or of utility or tenant deposits, all of which the Borrower hereby irrevocably directs to be paid to the Lender, subject to the license, if any, granted to the Borrower herein, to be held, applied and disbursed, as provided in this Mortgage; 1.7. All estate, right, title and interest of the Borrower in, to, under or derived from all licenses, authorizations, certificates, variances, consents, approvals and other permits now or hereafter pertaining to the Real Estate and all estate, right, title and interest of the Borrower in, to, under or derived from all tradenames or business names relating to the Real Estate, the Franchised Operation or the Improvements or the present or future operation or occupancy of the Real Estate excluding, however, from the grant under this Section 1.7 any franchise rights and any permits which cannot be transferred or encumbered by the Borrower without causing a default thereunder or a termination thereof including the Excluded Franchise Rights. 1.8. All estate, right, title and interest of the Borrower in, to, under or derived from all amounts deposited with the Lender, including all insurance proceeds and awards and including all notes, certificates of deposit, securities and other investments relating thereto and all interest, dividends and other income thereon, proceeds thereof and rights relating thereto; 1.9. All estate, right, title and interest of the Borrower in, to, under or derived from all proceeds of any sale, rent, lease, casualty, loss, transfer, taking by condemnation (or any proceeding or purchase in lieu thereof), financing, refinancing or a conversion into cash or liquidated claims, whether voluntary or involuntary, of any of the Property (as hereinafter defined), including all insurance proceeds and awards and title insurance proceeds under any title insurance policy now or hereafter held by the Borrower, and all rights, dividends and other claims on of any physical kind whatsoever (including damage, credit life secured, unsecured, priority and bankruptcy claims) now or disability insurance policies covering Financed Vehicles hereafter relating to any of the Property, including all stock rights, subscription rights, dividends, stock dividends, stock splits or Obligors; liquidating dividends, and all cash, accounts, chattel paper and general intangibles arising from the sale, rent, lease, casualty, loss or other disposition of the Property, all of which the Borrower hereby irrevocably directs be paid to the Lender to the extent provided hereunder, to be held, applied and disbursed as provided in this Mortgage; 1.10. All estate, right, title and interest of the Borrower as seller in, to or under any agreement, contract, understanding or arrangement pursuant to which the Borrower has obtained the agreement of any person to purchase any of the Property or any interest therein and all income, profits, benefits, avails, advantages and claims against guarantors under any thereof; 1.11. All estate, right, title and interest of the Borrower in, to, under or derived from any right to payment for goods sold or leased or for services rendered which is not evidenced by an instrument or chattel paper, whether or not it has been earned by performance, related to the Real Estate, the Franchised Operation or the Improvements or the present or future operation and occupancy of the Real Estate (d) any Financed Vehicle that shall have secured a Receivable collectively, "Accounts"). 1.12. All estate, right, title and that shall have been interest of the Borrower in, to, under or derived from the Real Estate hereafter acquired by or on behalf of the DepositorBorrower, the Servicer or the Issuing Entity; (e) and all right, title and interest in all funds on deposit of the Borrower in, to, under or derived from all extensions, improvements, betterment, renewal substitutions and “financial assets” (as such term is defined in replacements of, and additions and appurtenances to, any of the Uniform Commercial Code as from time Real Estate hereafter acquired by or released to time in effect) credited the Borrower or constructed or located on, or attached to, the Trust AccountsReal Estate; and 1.13. All substitutions, including the Reserve Accountreplacements, from time extensions, renewals, additions and accessories for or to time, including the Reserve Account Initial Deposit, and in all investments and proceeds thereof (including all income thereon); (f) the Receivables Purchase Agreement, including the RPA Assignment, and the Sale and Servicing Agreement, including the SSA Assignment (including the Issuing Entity’s right to cause World Omni, the Servicer or the Depositor to repurchase Receivables from the Issuing Entity under certain circumstances described therein); (g) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the UCC) constituting or relating to any of the foregoing; . 1.14. All proceeds and (h) all proceeds products of any and all of the foregoing and items described in Section 1.1 through 1.13 inclusive (all present and future claims, demands, causes of action and choses in action in respect of any or all of such items being sometimes collectively referred to herein as the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments, general intangibles and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing; provided, however, that the foregoing items (a) through (i) shall not include the Notes and Trust Certificates (collectively, the “Collateral”"Property). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as Indenture Trustee on behalf of the Holders of the Notes, acknowledges such Grant, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture in accordance with the provisions of this Indenture.;

GRANTING CLAUSE. The Issuing Entity To secure the payment of the principal of and interest on the Notes in accordance with their terms, the payment of all of the sums payable under this Indenture and the performance of the covenants contained in this Indenture, the Issuer hereby Grants to the Indenture Trustee at the Closing DateTrustee, as Indenture Trustee for the benefit of the Holders of the NotesNoteholders, all of the Issuing Entity’s right, title and interest, whether now or hereafter acquired, and wherever located, in and to (a) the Receivables identified on the SSA Assignment (all of which are identified in World Omni’s computer files by a code indicating that such Receivables are owned by the Issuing Entity and pledged to the Indenture Trustee) and all monies received thereon and in respect thereof after the Cutoff Date; (b) the security interests in, and the liens on, the Financed Vehicles granted by Obligors in connection with the Receivables and any other interest of the Issuing Entity in such Financed Vehicles; (c) any proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors; (d) any Financed Vehicle that shall have secured a Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer or the Issuing Entity; (e) all Issuer's right, title and interest in and to the following whether now owned or hereafter acquired and any and all funds benefits accruing to the Issuer from, (i) the Initial Timeshare Loans specified on deposit inSchedule I hereto, (ii) any Subsequent Timeshare Loans, (iii) any Qualified Substitute Timeshare Loans, (iv) the Receivables in respect of each Timeshare Loan due after the related Cut-Off Date, (v) the related Timeshare Loan Documents (excluding any rights as developer or declarant under the Timeshare Declaration, the Timeshare Program Consumer Documents or the Timeshare Program Governing Documents), (vi) all Related Security in respect of each Timeshare Loan, (vii) all rights and “financial assets” remedies under the Transfer Agreement, the Bluegreen Purchase Agreement, the Sale Agreement, the Backup Servicing Agreement, the Lockbox Agreement, the Administration Agreement, the Remarketing Agreement and the Custodial Agreement, (as such term is defined viii) all amounts properly deposited in the Uniform Commercial Code as from time to time in effect) credited toLockbox Account (after the related Cut-Off Date), the Trust AccountsCollection Account, including the General Reserve Account, from time to time, including the Reserve Prefunding Account Initial Depositand the Capitalized Interest Account, and in all investments and (ix) proceeds thereof (including all income thereon); (f) the Receivables Purchase Agreement, including the RPA Assignment, and the Sale and Servicing Agreement, including the SSA Assignment (including the Issuing Entity’s right to cause World Omni, the Servicer or the Depositor to repurchase Receivables from the Issuing Entity under certain circumstances described therein); (g) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the UCC) constituting or relating to the foregoing; and (h) all proceeds of any and all of the foregoing and all present and future claims(including, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid propertywithout limitation, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceedsproceeds (as applicable), condemnation awards, rights to payment of any and every kind kind, and other forms of obligations and receivables, instruments, general intangibles and other property receivables which at any time constitute all or part of or are included in the proceeds of any of the foregoing; provided, however, that the foregoing items (a) through (i) shall not include the Notes and Trust Certificates (collectively, the “Collateral”"Trust Estate"). The foregoing Notwithstanding the foregoing, the Trust Estate shall not include (i) any Timeshare Loan released from the Lien of this Indenture in accordance with the terms hereof and any Related Security, Timeshare Loan Documents, income or proceeds related to such released Timeshare Loan, (ii) any amount distributed pursuant to Section 3.4 or Section 6.6 hereof or (iii) any Misdirected Deposits. Such Grant is made in trust to secure (i) the payment of principal of and interest on, and any other all amounts owing due on the Notes in respect of, the Notesaccordance with their terms, equally and ratably except as otherwise may be provided in this Indenture, without prejudice, priority priority, or distinctiondistinction between any Note of the same Class and any other Note of the same Class by reason of differences in time of issuance or otherwise, and to secure compliance with (ii) the provisions payment of this Indenture, all as provided in other sums payable under the Notes and this Indenture. The Indenture Trustee, as Indenture Trustee on behalf of the Holders of the Notes, acknowledges such Grant, accepts the trusts under this Indenture hereunder in accordance with the provisions of this Indenture provis▇▇▇▇ hereof, and agrees to perform the duties herein required to the best of its duties required ability and to the end that the interests of the Noteholders may be adequately and effectively protected as hereinafter provided. The Custodian shall hold the Timeshare Loan Files in this trust, for the use and benefit of the Issuer and all present and future Noteholders, and shall retain possession thereof. The Custodian further agrees and acknowledges that each other item making up the Trust Estate that is physically delivered to the Custodian will be held by the Custodian in the State of Minnesota or in any other location acceptable to the Indenture Trustee and the Servicer. The Indenture Trustee further acknowledges that in accordance the event the conveyance of the Timeshare Loans by the Depositor to the Issuer pursuant to the Sale Agreement is determined to constitute a loan and not a sale as it is intended by all the parties hereto, the Custodian will be holding each of the Timeshare Loans as bailee of the Issuer; provided, however, that with respect to the provisions Timeshare Loans, the Custodian will not act at the direction of this Indenturethe Issuer without the written consent of the Indenture Trustee.

GRANTING CLAUSE. The Issuing Entity Issuer hereby Grants to the Indenture Trustee at the Closing Date, as Indenture Trustee for the benefit of the Holders of the NotesNoteholders, all of the Issuing Entity’s Issuer's right, title and interestinterest in, to and under, whether now owned or existing or hereafter acquiredacquired or arising, and wherever located, in and to (a) the Receivables identified on the SSA Assignment (all of which are identified in World Omni’s computer files by a code indicating that such Receivables are owned by the Issuing Entity and pledged to the Indenture Trustee) and all monies received thereon and in respect thereof after the Cutoff DateReceivables; (b) monies received thereunder on or after the Cut-off Date; (c) the security interests in, and the liens on, in the Financed Vehicles granted by Obligors in connection with pursuant to the Receivables and any other interest of the Issuing Entity Issuer in such the Financed Vehicles; (cd) any rights to receive proceeds with respect to the Receivables from claims on any theft, physical damage, credit life life, credit disability, or disability other insurance policies covering Financed Vehicles or Obligors; (d) any Financed Vehicle that shall have secured a Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer or the Issuing Entity; (e) all right, title and interest in all funds on deposit in, and “financial assets” (as such term is defined in of the Uniform Commercial Code as from time rights to time in effect) credited to, the Trust Accounts, including the Reserve Account, from time to time, including the Reserve Account Initial Deposit, and in all investments and proceeds thereof (including all income thereon)Receivable Files; (f) the Trust Accounts, and all amounts, securities, investments and other property deposited in or credited to any of the foregoing, all securities entitlements related to the foregoing and all proceeds thereof; (g) the Receivables Purchase Agreement, including the RPA Assignment, Agreement and the Sale and Servicing Agreement, including ; (h) payments and proceeds with respect to the SSA Assignment Receivables held by the Servicer; (i) all property (including the Issuing Entity’s right to cause World Omni, receive Liquidation Proceeds) securing a Receivable (other than a Receivable purchased by the Servicer or repurchased by the Depositor to repurchase Receivables from the Issuing Entity under certain circumstances described thereinDepositor); (gj) all “accounts,” “chattel paper,” “general intangibles” rebates of premiums and “promissory notes” (as such terms are defined in the UCC) constituting or other amounts relating to insurance policies and other items financed under the foregoingReceivables in effect as of the Cut-off Date; and (hk) all proceeds of any and all of the foregoing and all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments, general intangibles instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing; provided, however, that the foregoing items (a) through (i) shall not include the Notes and Trust Certificates (collectively, the “"Collateral”"). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, except as provided in the Indenture, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture TrusteeJPMorgan Chase Bank, as Indenture Trustee on behalf of the Holders of the NotesNoteholders, acknowledges such Grant, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture in accordance with to the provisions best of this Indentureits ability to the end that the interests of the Noteholders may be adequately and effectively protected.

GRANTING CLAUSE. The Issuing Entity To secure its performance of its obligations under the Agreement and this Sale Supplement, Seller hereby Grants grants to the Indenture Trustee at the Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, Purchasers a security interest in all of the Issuing Entity’s right, title and interest, whether now or hereafter acquired, and wherever located, in and to (a) the Receivables identified on the SSA Assignment (all of which are identified in World Omni’s computer files by a code indicating that such Receivables are owned by the Issuing Entity and pledged to the Indenture Trustee) and all monies received thereon and in respect thereof after the Cutoff Date; (b) the security interests in, and the liens on, the Financed Vehicles granted by Obligors in connection with the Receivables and any other interest of the Issuing Entity in such Financed Vehicles; (c) any proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors; (d) any Financed Vehicle that shall have secured a Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer or the Issuing Entity; (e) all its right, title and interest in all funds on deposit inand to the following, whether now owned or hereafter acquired, and all monies “financial assetssecurities,” (as such term is defined in the Uniform Commercial Code as from time to time in effect) credited to, the Trust Accounts, including the Reserve Account, from time to time, including the Reserve Account Initial Deposit, and in all investments and proceeds thereof (including all income thereon); (f) the Receivables Purchase Agreement, including the RPA Assignment, and the Sale and Servicing Agreement, including the SSA Assignment (including the Issuing Entity’s right to cause World Omni, the Servicer or the Depositor to repurchase Receivables from the Issuing Entity under certain circumstances described therein); (g) all “instruments,” “accounts,” “general intangibles,” “payment intangibles,” “goods,” “letter of credit rights,” “chattel paper,” “general intangiblesfinancial assets,” and “promissory notesinvestment property,” (each as such terms are defined in the applicable UCC) constituting and other property consisting of, arising from or relating to any of the foregoing; and following: (ha) all proceeds the Servicing Rights in respect of any and all of the foregoing Mortgage Loans and REO Properties related to the Deferred Servicing Agreements, in each case together with all present related security, collections and future payments thereon and proceeds of the conversion, voluntary or involuntary of the foregoing; (b) the Rights to MSRs with respect to each Servicing Agreement; (c) all Servicing Fees, Ancillary Income and Prepayment Interest Excess received under the Deferred Servicing Agreements and subject to Section 6.10 of this Sale Supplement any rights to exercise any optional termination or clean‑up call provisions under the Deferred Servicing Agreements; (d) all income from amounts on deposit in Custodial Accounts and Related Escrow Accounts related to the Deferred Servicing Agreements; (e) all files and records in Seller’s possession or control, including the related Database, relating to the assets specified in clauses (a) through (c); (f) all causes of action, lawsuits, judgments, claims, demandsrefunds, causes of action and choses in action in respect action, rights of recovery, rights of set‑off, rights of recoupment, demands and any other rights or claims of any nature, whether arising by way of counterclaim or all otherwise, available to or being pursued by Seller to the extent related exclusively to any of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of and/or the Assumed Liabilities; and (g) any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments, general intangibles and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing; provided, however, that the foregoing items (a) through (i) shall not include the Notes and Trust Certificates (collectively, the “Collateral”). The foregoing Grant is made This Sale Supplement shall constitute a security agreement under applicable law. Seller agrees that from time to time it shall promptly execute and deliver all additional instruments and documents and take all additional action that the Purchasers may reasonably request in trust order to secure perfect the payment interests of principal of the Purchasers in, to and interest onunder, and any other amounts owing in respect ofor to protect, the NotesCollateral or to enable the Purchasers to exercise or enforce any of its rights or remedies hereunder. To the fullest extent permitted by applicable law, equally Seller hereby authorizes the Purchasers to file financing statements and ratably without prejudice, priority amendments thereto in connection with the grant of a security interest pursuant to this Section 9.1. Seller covenants and agrees to take all necessary action to prevent the creation or distinctionimposition of any Lien upon any of the Collateral, and to secure compliance with maintain the provisions Collateral free and clear of this Indentureall Liens, all as provided in this Indenture. The Indenture Trustee, as Indenture Trustee on behalf other than the Lien securing the obligations of the Holders of the Notes, acknowledges such Grant, accepts the trusts Seller arising under this Indenture in accordance with the provisions of this Indenture and Sale Supplement. Seller agrees to perform give the Purchasers prior written notice of any change in its duties required in this Indenture in accordance with the provisions legal name or jurisdiction of this Indentureorganization.

GRANTING CLAUSE. The Issuing Entity Issuer hereby Grants to the Indenture Trustee at the Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, all of the Issuing EntityIssuer’s right, title and interestinterest in and to the following assets and property, whether now owned or existing or hereafter acquired, and wherever located, in and to acquired or arising: (a) the Receivables identified on the SSA Assignment (all of which are identified in World Omni’s computer files by a code indicating that such Receivables are owned by the Issuing Entity and pledged to the Indenture Trustee) and all monies moneys received thereon and in respect thereof after the Cutoff Dateclose of business on [_____], 20[__]; (b) the security interests in, and the liens on, in the Financed Vehicles and any accessions thereto granted by Obligors in connection with pursuant to the Receivables and any other interest of the Issuing Entity Issuer in such Financed Vehicles; (c) any Liquidation Proceeds and Recoveries, and any other proceeds with respect to the Receivables from claims on any theft, physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors, including any vendor’s single interest or other collateral protection insurance policy; (d) all proceeds from any Financed Vehicle Receivables repurchased by a Dealer pursuant to a Dealer Agreement; (e) any property that shall have secured a Receivable and that shall have been acquired by or on behalf of the Seller, the Depositor, the Servicer Servicer, or the Issuing EntityIssuer; (ef) all right, title documents and interest other items contained in the Receivable Files; (g) the Trust Accounts and all funds on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as from time to time in effect) credited to, the Trust Accounts, including the Reserve Account, from time to time, including the Reserve Account Initial Deposit, Accounts and in all investments therein and proceeds thereof (including all income Investment Earnings thereon); (fh) the Issuer’s rights and benefits, but none of its obligations, under the Sale and Servicing Agreement (including the Issuer’s right to cause the Seller, or the Servicer, as the case may be, to repurchase Receivables from the Issuer under the circumstances described therein); (i) the Depositor’s and the Issuer’s rights and benefits under the Receivables Purchase Agreement, including the RPA Assignment, Agreement and the Sale and Servicing Agreement, including the SSA Assignment (including representations and warranties and the Issuing Entity’s right to cause World Omni, cure and repurchase obligations of the Servicer or Seller under the Depositor to repurchase Receivables from Purchase Agreement and the Issuing Entity under certain circumstances described therein); (g) all “accounts,” “chattel paper,” “general intangibles” Sale and “promissory notes” (as such terms are defined in the UCC) constituting or relating to the foregoingServicing Agreement; and (hj) all proceeds of any and all of the foregoing and all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments, general intangibles instruments and other property which that at any time constitute all or part of or are included in the proceeds of any of the foregoing; provided, however, that the foregoing items (a) through (i) shall not include the Notes and Trust Certificates (collectively, the “Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as Indenture Trustee on behalf of the Holders of the Notes, acknowledges such Grant, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture in accordance with to the provisions best of this Indentureits ability to the end that the interests of the Holders of the Notes may be adequately and effectively protected.

GRANTING CLAUSE. The Issuing Entity Issuer hereby Grants to the Indenture Trustee Trust Collateral Agent at the Closing Date, as Indenture Trustee for the benefit of the Holders of the NotesNoteholders, all of the Issuing EntityIssuer’s right, title and interest, whether now or hereafter acquired, and wherever located, interest in and to (a) the Receivables identified on the SSA Assignment (all of which are identified in World Omni’s computer files by a code indicating that such Receivables are owned by the Issuing Entity and pledged to the Indenture Trustee) and all monies received thereon and in respect thereof after the Cutoff DateReceivables; (b) an assignment of the security interests in, and the liens on, in the Financed Vehicles granted by Obligors in connection with pursuant to the Receivables and any other interest of the Issuing Entity Issuer in such the Financed Vehicles; (c) any proceeds with respect to the Receivables repurchased by a Dealer, pursuant to a Dealer Agreement, as a result of a breach of representation or warranty in the related Dealer Agreement or repurchased by a Third-Party Lender, pursuant to an Auto Loan Purchase and Sale Agreement, as a result of a breach of representation or warranty in the related Auto Loan Purchase and Sale Agreement; (d) all rights under any Service Contracts on the related Financed Vehicles; (e) any proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors; (df) any Financed Vehicle that shall have secured a Receivable the Trust Accounts and that shall have been acquired by or on behalf of the Depositor, the Servicer or the Issuing Entity; (e) all right, title and interest in all funds on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as from time to time in effect) credited to, the Trust Accounts, including the Reserve Account, from time to time, including the Reserve Account Initial Deposit, and in all investments and proceeds thereof and all rights of the Issuer therein (including all income thereon); (fg) the Receivables Purchase AgreementIssuer’s rights and benefits, but none of its obligations or burdens, under the Master Sale and Contribution Agreement and each Sale and Contribution Agreement Supplement entered in connection therewith, including the RPA Assignmentdelivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit under the Master Sale and Contribution Agreement and each Sale and Contribution Agreement Supplement entered in connection therewith; (h) all items contained in the Receivable Files and any and all other documents that AmeriCredit keeps on file in accordance with its customary procedures relating to the Receivables, the Obligors or the Financed Vehicles, (i) the Issuer’s rights and benefits, but none of its obligations or burdens, under the Sale and Servicing Agreement and each Supplement entered in connection therewith (including all rights of AFC under the Master Sale and Contribution Agreement and each Sale and Contribution Agreement Supplement entered into in connection therewith assigned to the Issuer pursuant to the Sale and Servicing Agreement, including the SSA Assignment (including the Issuing Entity’s right to cause World Omni, the Servicer or the Depositor to repurchase Receivables from the Issuing Entity under certain circumstances described therein); (gj) the Issuer’s rights and benefits, but none of its obligations or burdens, under any Interest Rate Hedge; (k) all “accounts,” “of the following items owned by the Issuer, whether now owned or hereafter acquired, now existing or hereafter created and wherever located: all chattel paper,” “, accounts, goods, investment property, letters of credit, letter-of-credit rights, leases, instruments, installment sales contracts, installment payment contracts, general intangibles” , payment intangibles, promissory notes, and “promissory notessupporting obligations” (as such terms are defined in the UCC) constituting or relating to the foregoingthereto; and (hl) all proceeds of any and all of the foregoing and all present and future claims, demands, causes of action and choses in of action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereofconversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments, general intangibles instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing; provided, however, that the foregoing items (a) through (i) shall not include the Notes and Trust Certificates (collectively, the “Collateral”). The foregoing Grant is made in trust to secure the payment Trust Collateral Agent, for the benefit of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as Indenture Trustee on behalf of the Holders of the Notes, Noteholders. The Trust Collateral Agent hereby acknowledges such Grant, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture to the end that the interests of such parties, recognizing the priorities of their respective interests may be adequately and effectively protected. Each of the Issuer and the Trust Collateral Agent represents and warrants as to itself that each remittance of Collections and other property by the Issuer to the Trust Collateral Agent hereunder shall have been (i) in accordance with payment of a debt incurred by the provisions Issuer in the ordinary course of business or financial affairs of the Issuer and the Trust Collateral Agent and (ii) made in the ordinary course of business or financial affairs of the Issuer and the Trust Collateral Agent. The Issuer hereby authorizes the filing of financing statements, and continuation statements and amendments thereto and assignments thereof, describing the collateral covered thereby as “all of debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this IndentureGranting Clause. The Issuer authorizes the Trustee to file financing or continuation statements, and amendments thereto and assignments thereof, relating to the Trust Estate without the signature of the Issuer.

GRANTING CLAUSE. The Issuing Entity Trust hereby Grants to the Indenture Trustee at on the Closing Date, as Indenture Trustee for the benefit of the Holders of the NotesNoteholders, all of the Issuing Entity’s right, title and interest, whether now or hereafter acquired, and wherever located, in and to (a) the Receivables identified on the SSA Assignment (all of which are identified in World Omni’s computer files by a code indicating that such Receivables are owned by the Issuing Entity and pledged to the Indenture Trustee) and all monies received thereon and in respect thereof after the Cutoff Date; (b) the security interests in, and the liens on, the Financed Vehicles granted by Obligors in connection with the Receivables and any other interest of the Issuing Entity in such Financed Vehicles; (c) any proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors; (d) any Financed Vehicle that shall have secured a Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer or the Issuing Entity; (e) all Trust's right, title and interest in and to all funds on deposit inmoney, instruments and “financial assets” other property, to the extent such money, instruments and other property are subject or intended to be held in trust, for the benefit of the Noteholders, including all proceeds thereof, including, without limitation, (as i) the Mortgage Loans, (ii) such term is defined amounts in the Uniform Commercial Code Collection Account, the Payment Account and the Supplemental Interest Account, including principal collected and interest accrued in respect of the Mortgage Loans on or after the Cut-Off Date, including Permitted Investments, as may from time to time may be held in effectsuch Accounts (except (x) credited tointerest accrued prior to the Cut-Off Date, and (y) net investment earnings on the Collection Account), (iii) any REO Property, the ownership of which has been effected on behalf of the Trust Accounts, including as a result of foreclosure or acceptance by the Reserve Account, from time to time, including the Reserve Account Initial Deposit, Master Servicer of a deed in lieu of foreclosure and in all investments and proceeds thereof (including all income thereon); (f) the Receivables Purchase Agreement, including the RPA Assignment, and the Sale and Servicing Agreement, including the SSA Assignment (including the Issuing Entity’s right to cause World Omni, the Servicer or the Depositor to repurchase Receivables that has not been withdrawn from the Issuing Entity under certain circumstances described therein); Trust, (giv) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the UCC) constituting or any mortgage insurance policies relating to the foregoing; Mortgage Loans and any rights of the Originator, the Depositor or the Seller under any mortgage insurance policies, (v) Net Liquidation Proceeds with respect to any liquidated Mortgage Loan and (hvi) all proceeds of any and all the rights of the foregoing and all present and future claimsOriginator, demands, causes of action and choses in action in respect of the Depositor against any or all of Seller pursuant to the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of Mortgage Loan Purchase Agreement (the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments, general intangibles and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing; provided, however, that the foregoing items (a) through (i) shall not include the Notes and Trust Certificates (collectively, the “Collateral”"Trust Estate"). The foregoing Grant is made in trust to secure the payment Indenture Trustee, for the benefit of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, and to secure compliance with the provisions of this Indenture, all as provided in this IndentureNoteholders. The Indenture Trustee, as Indenture Trustee on behalf of the Holders of the Notes, hereby acknowledges and accepts such Grant, accepts the trusts Grant under this Indenture in accordance with the provisions of this Indenture and agrees to perform its the duties required in of it by this Indenture in accordance with to the provisions best of this Indentureits ability to the end that the interests of such parties, recognizing the priorities of their respective interests, may be adequately and effectively protected.

GRANTING CLAUSE. The Issuing Entity Subject to the terms of this Indenture, the Issuer hereby Grants on the Closing Date, to the Indenture Trustee at the Closing DateTrustee, as Indenture Trustee for the benefit of the Holders of the NotesNoteholders, all of the Issuing Entity’s Issuer's right, title and interest, whether now owned or hereafter acquired, and wherever located, in and to: (i) such Loans as from time to time are subject to the Sale and Servicing Agreement as listed in the Loan Schedule, as the same may be amended or supplemented on each Transfer Date and by the removal of Deleted Loans and Unqualified Loans and by the addition of Qualified Substitute Loans, together with the Servicer's Loan Files and the Custodial Loan Files relating thereto and all proceeds thereof, (aii) the Receivables identified on Mortgages and security interests in the SSA Assignment Mortgaged Properties, (iii) all of which are identified in World Omni’s computer files by a code indicating that such Receivables are owned by the Issuing Entity and pledged to the Indenture Trustee) and all monies received thereon and payments in respect thereof after the Cutoff Date; (b) the security interests in, of interest and the liens on, the Financed Vehicles granted by Obligors in connection with the Receivables and any other interest of the Issuing Entity in such Financed Vehicles; (c) any proceeds principal with respect to each Loan received on or after the Receivables related Transfer Cut-off Date, (iv) such assets as from claims time to time are identified as Foreclosure Property, (v) such assets and funds as are from time to time deposited in the Distribution Account, Collection Account and the Transfer Obligation Account, including, without limitation, amounts on deposit in such accounts that are invested in Permitted Investments, (vi) lenders' rights under all Mortgage Insurance Policies and to any physical damageMortgage Insurance Proceeds, credit life or disability insurance policies covering Financed Vehicles or Obligors; (dvii) any Financed Vehicle that shall have secured a Receivable Net Liquidation Proceeds and that shall have been acquired by or on behalf of the DepositorReleased Mortgaged Property Proceeds, the Servicer or the Issuing Entity; (eviii) all right, title and interest of the Trust (but none of the obligations) in and to the obligations of Hedging Counterparties under Hedging Instruments; (ix) all funds on deposit inright, title and interest of each of the Depositor, the Loan Originator and the Trust in and under the Basic Documents including, without limitation, the obligations of the Loan Originator under the Loan Purchase and Contribution Agreement and/or the Master Disposition Confirmation Agreement, and “financial assets” all proceeds of any of the foregoing, (as such term is defined x) all right, title and interest of the Issuer in the Uniform Commercial Code as from time and to time in effect) credited to, the Trust Accounts, including the Reserve Account, from time to time, including the Reserve Account Initial Deposit, and in all investments and proceeds thereof (including all income thereon); (f) the Receivables Purchase Agreement, including the RPA Assignment, and the Sale and Servicing Agreement, including the SSA Assignment (including the Issuing Entity’s Issuer's right to cause World Omni, the Servicer or the Depositor Loan Originator to repurchase Receivables Loans from the Issuing Entity Issuer under certain circumstances described therein); , (gxi) all “accounts,” “chattel paper,” “general intangibles” right, title and “promissory notes” interest of the Trust (as such terms are defined but none of the obligations) in the UCC) constituting or relating and to the foregoing; Swap Agreement, (xii) all other Property of the Trust from time to time and (hxiii) all proceeds of any and all of the foregoing and all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments, general intangibles instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing; provided, however, that the foregoing items (a) through (i) shall not include the Notes and Trust Certificates (collectively, the “"Collateral”"). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as Indenture Trustee on behalf of the Holders of the NotesNoteholders, acknowledges such Grant, accepts the trusts under this Indenture in accordance with the provisions of this Indenture hereunder and agrees to perform its duties required in this Indenture in accordance with to the provisions best of this Indentureits ability to the end that the interests of the Noteholders may adequately and effectively be protected.

GRANTING CLAUSE. The Issuing Entity Issuer hereby Grants to the Indenture Trustee at the Closing Date, as Indenture Trustee for the benefit of (i) the Holders of the NotesTransition Bonds from time to time issued and outstanding, (ii) the Trustee and (iii) any Swap Counterparty, all of the Issuing Entity’s Issuer's right, title and interest, interest whether now owned or hereafter acquired, in, to and wherever located, in and to under: (a) all Bondable Transition Property, including, without limitation, the Receivables identified on the SSA Assignment (all of which are identified in World Omni’s computer files by a code indicating that such Receivables are owned Bondable Transition Property transferred by the Issuing Entity and pledged Seller to the Indenture Trustee) Issuer from time to time pursuant to the Sale Agreement and all monies received thereon and in respect thereof after the Cutoff Dateproceeds thereof; (b) the security interests in, and the liens on, the Financed Vehicles granted by Obligors in connection with the Receivables and any other interest of the Issuing Entity in such Financed VehiclesSale Agreement; (c) any proceeds with respect all Bills of Sale delivered by the Seller pursuant to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or ObligorsSale Agreement; (d) any Financed Vehicle that shall have secured a Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer or the Issuing EntityServicing Agreement; (e) the Administration Agreement; (f) any Interest Rate Swap Agreement; (g) the Collection Account and all rightsub-accounts thereof (including, title without limitation, the General Subaccount, each Series Overcollateralization Subaccount, each Series Capital Subaccount, the Reserve Subaccount, each Series Subaccount, any Class Subaccount and interest any Defeasance Subaccount, but excluding the Capital Reserve Subaccount) and all cash, securities, instruments, investment property or other assets deposited in all funds on deposit in, and “financial assets” or credited to the Collection Account or any subaccount thereof (as such term is defined in other than the Uniform Commercial Code as Capital Reserve Subaccount) from time to time in effector purchased with funds therefrom; (h) credited to, the Trust Accounts, including the Reserve Account, all investment property and all other property of whatever kind owned from time to timetime by the Issuer other than: (w) any cash released to any Swap Counterparty by the Trustee from the related Class Subaccount pursuant to Section 8.02(f), including (x) any cash released to the Reserve Account Initial DepositIssuer by the Trustee from any Series Capital Subaccount pursuant to Section 8.02(g)(x), (y) any payment received by the Issuer pursuant to any Hedge Agreement and in all investments and proceeds thereof (including all income thereon); (fz) the Receivables Purchase Agreement, including proceeds from the RPA Assignment, sale of the Transition Bonds used to pay (1) the costs of issuance of the Transition Bonds and the Sale Upfront Transaction Costs and Servicing Agreement, including the SSA Assignment (including the Issuing Entity’s right to cause World Omni, the Servicer or the Depositor to repurchase Receivables from the Issuing Entity under certain circumstances described therein); (g) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” Capital Reduction Costs (as such those terms are defined in the UCCFinancing Order), (2) constituting or relating any amount paid by the Issuer under any Hedge Agreement and (3) the purchase price of the Bondable Transition Property paid pursuant to the foregoingSale Agreement; and (hi) all proceeds of any and all of the foregoing and all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing foregoing; and (j) all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereofconversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, general intangibles, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments, general intangibles instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing; provided, however, that the foregoing items (a) through (i) shall not include the Notes and Trust Certificates (collectively, the “"Collateral”"). The foregoing Grant is Such Grants are made to the Trustee to have and to hold in trust to secure the payment of principal of of, and interest on, and any other amounts owing in respect of, the NotesTransition Bonds and all fees, expenses, counsel fees and other amounts due and owing to the Trustee and, if and to the extent provided in any Series Supplement, any amounts due and owing to any Swap Counterparty (collectively, the "Secured Obligations"), equally and ratably without prejudice, preference, priority or distinction, except as expressly provided in this Indenture and to secure compliance performance by the Issuer of all of the Issuer's obligations under this Indenture with respect to the provisions of this IndentureTransition Bonds, all as provided in this Indenture. The Indenture Trustee, as Indenture Trustee trustee on behalf of the Holders of the NotesTransition Bonds, acknowledges such Grant, accepts the trusts under this Indenture hereunder in accordance with the provisions of this Indenture hereof and agrees to perform its duties required in this Indenture in accordance with the provisions of this Indentureherein required.

GRANTING CLAUSE. The Subject to the terms of this Indenture, the Issuing Entity hereby Grants to the Indenture Trustee at the Closing Date, as Indenture Trustee for the benefit of the Holders of Noteholders and the NotesHedge Counterparties, all of the Issuing Entity’s right, title and interest, whether now or hereafter acquired, and wherever located, interest in and to to: (ai) the Receivables each Mortgage Loan identified on the SSA Assignment (Mortgage Loan Schedule, including the related Cut-off Date Principal Balance, all of which are identified in World Omni’s computer files by a code indicating that such Receivables are owned by interest accruing thereon on and after the Issuing Entity and pledged to the Indenture Trustee) Cut-off Date and all monies received thereon and collections in respect thereof of interest and principal due after the Cutoff Cut-off Date; (bii) property which secured each such Mortgage Loan and which has been acquired by foreclosure or deed in lieu of foreclosure; (iii) its interest in any insurance policies in respect of the Mortgage Loans; (iv) its interest in the MI Policies; (v) the security interests in, and the liens on, the Financed Vehicles granted by Obligors in connection with the Receivables and any other interest rights of the Issuing Entity in such Financed Vehicles; (c) any proceeds under the Sale and Servicing Agreement with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or ObligorsMortgage Loans; (dvi) any Financed Vehicle that shall have secured a Receivable its interest in the Swap Agreements and that shall have been acquired by or on behalf of the Depositor, the Servicer or the Issuing EntityCap Agreements; (evii) all right, title and interest in all funds on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as from time to time in effect(a) credited to, the Collection Account and (b) the Payment Account; (viii) all other assets included or to be included in the Trust Accounts, including the Reserve Account, from time to time, including the Reserve Account Initial Deposit, and in all investments and proceeds thereof (including all income thereon); (f) the Receivables Purchase Agreement, including the RPA Assignment, and the Sale and Servicing Agreement, including the SSA Assignment (including the Issuing Entity’s right to cause World Omni, the Servicer or the Depositor to repurchase Receivables from the Issuing Entity under certain circumstances described therein); (g) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the UCC) constituting or relating to the foregoingFund; and (hix) all proceeds of any and all of the foregoing and all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments, general intangibles and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing; provided, however, that the foregoing items (a) through (i) shall not include the Notes and Trust Certificates (collectively, the “Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as Indenture Trustee on behalf of the Holders holders of the NotesNotes and the Hedge Counterparties, acknowledges such the foregoing Grant, accepts the trusts under this Indenture hereunder in accordance with the provisions good faith and without notice of this Indenture any adverse claim or liens and agrees to perform its duties required in this Indenture in accordance with as specifically set forth herein to the provisions end that the interests of this Indenturethe holders of the related Notes may be adequately and effectively protected.

GRANTING CLAUSE. The Issuing Entity In consideration of the premises and the additional covenants herein contained and for other good and valuable consideration, the receipt and adequacy of which are hereby Grants to acknowledged, and, for the Indenture Trustee at purpose of securing as a priority in favor of the Closing DateMortgagee, as Indenture Trustee for the benefit of the Holders Secured Parties, the due and punctual payment and performance of the NotesObligations hereby secured, the Collateral Vessel Owner has granted, mortgaged, pledged and confirmed and by these presents does grant, mortgage, pledge and confirm, unto the Mortgagee, for the benefit of the Secured Parties, and its successors and assigns, the whole 100% of the Vessels, including, without limitation but only to the extent owned by the Collateral Vessel Owner, all of the Issuing Entity’s rightboilers, title engines, machinery, masts, spars, boats, anchors, cables, chains, fuel, rigging, tackle, capstans, outfit, tools, pumps and interestpumping equipment, apparel, furniture, fittings, equipment, spare parts, and all other appurtenances (including without limitation drilling masts, rotary tables, substructures, draw work, engines, pumps, blowout prevention equipment, drill pipe and drill bits) thereunto appertaining or belonging, whether now owned or hereafter acquired, whether on board or not and wherever located, in and to (a) the Receivables identified on the SSA Assignment (all of which are identified in World Omni’s computer files by a code indicating that such Receivables are owned by the Issuing Entity and pledged to the Indenture Trustee) and all monies received thereon and in respect thereof after the Cutoff Date; (b) the security interests in, and the liens on, the Financed Vehicles granted by Obligors in connection with the Receivables and any other interest of the Issuing Entity in such Financed Vehicles; (c) any proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors; (d) any Financed Vehicle that shall have secured a Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer or the Issuing Entity; (e) all right, title and interest in all funds on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as from time to time in effect) credited to, the Trust Accounts, including the Reserve Account, from time to time, including the Reserve Account Initial Deposit, and in all investments and proceeds thereof (including all income thereon); (f) the Receivables Purchase Agreement, including the RPA Assignment, and the Sale and Servicing Agreement, including the SSA Assignment (including the Issuing Entity’s right to cause World Omni, the Servicer or the Depositor to repurchase Receivables from the Issuing Entity under certain circumstances described therein); (g) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the UCC) constituting or relating to the foregoing; and (h) all proceeds of also any and all of the foregoing additions, improvements, renewals and all present and future claims, demands, causes of action and choses replacements hereafter made in action in respect or to any Vessels or any part of any or Vessel, including all of the foregoing items and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or appurtenances aforesaid (such Vessels, together with all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights being referred to payment of any and every kind and other forms of obligations and receivables, instruments, general intangibles and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing; provided, however, that the foregoing items (a) through (i) shall not include the Notes and Trust Certificates (collectively, herein as the “CollateralCollateral Vessels” and each individually a “Collateral Vessel”). The foregoing Grant For the avoidance of doubt, this Mortgage shall not cover property other than “vessels” as the term is made used in trust Subsection (c)(2) of Section 31322 of Title 46 United States Code, as amended. TO HAVE AND TO HOLD all and singular the above mortgaged and described property unto the Mortgagee and its successors and assigns, to secure the payment of principal of its and interest onto its successors’ and assigns’ own use, benefit and behoof forever. PROVIDED, and any other amounts owing these presents are upon the condition, that this Mortgage and the estate and rights granted hereunder shall automatically cease, determine and be void, otherwise to remain in respect of, the Notes, equally full force and ratably without prejudice, priority or distinction, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as Indenture Trustee on behalf of the Holders of the Notes, acknowledges such Grant, accepts the trusts under this Indenture effect in accordance with the provisions Section 6 of this Indenture Article IV. The Collateral Vessel Owner for itself and its successors and assigns, hereby covenants, declares and agrees to perform its duties required in this Indenture in accordance with the provisions of this IndentureMortgagee and its successors and assigns that the Collateral Vessels are to be held subject to the further covenants, conditions, terms and uses hereinafter set forth.

GRANTING CLAUSE. The Issuing Entity Issuer hereby Grants to the Indenture Trustee at the Closing Date, as Indenture Trustee Date for the benefit of the Holders Noteholders to secure the performance of the NotesSecured Obligations, all of the Issuing Entity’s Issuer's right, title and interest, whether now or hereafter acquired, and wherever located, interest in and to (a) the Receivables identified on the SSA Assignment (all of which are identified in World Omni’s computer files by a code indicating that such Receivables are owned by the Issuing Entity and pledged to the Indenture Trustee) and all monies received moneys paid or payable thereon and or in respect thereof after the applicable Cutoff Date (including amounts due on or before the applicable Cutoff Date but received by OFL, the Seller or the Issuer after such Cutoff Date); (b) an assignment of the security interests in, and of OFL in the liens on, the Financed Vehicles granted by Obligors in connection with the Receivables and any other interest of the Issuing Entity in such Financed Vehicles; (c) the Insurance Policies and any proceeds from any Insurance Policies relating to the Receivables, the Obligors or the Financed Vehicles, including rebates of premiums, all Collateral Insurance and any Force-Placed Insurance relating to the Receivables; (d) an assignment of the rights of OFL or the Seller against Dealers with respect to the Receivables from claims under the Dealer Agreements and the Dealer Assignments, (e) all items contained in the Receivable Files and any and all other documents or election records that OFL keeps on any physical damagefile in accordance with its customary procedures relating to the Receivables, credit life the Obligors or disability insurance policies covering the Financed Vehicles or Obligors; Vehicles, (df) any Financed Vehicle an assignment of the rights of the Seller under the Purchase Agreement, (g) property (including the right to receive future Liquidation Proceeds) that shall have secured secures a Receivable and that shall have has been acquired by or on behalf of the DepositorTrust pursuant to liquidation of such Receivable, (h) the Servicer or the Issuing Entity; (e) all right, title Trust Accounts and interest in all funds on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as therein from time to time in effect) credited to, (other than the Trust Accounts, including the Reserve Certificate Distribution Account, from time to time, including the Reserve Account Initial Deposit), and in all investments and proceeds thereof (including all income thereon); , (fi) the Receivables Purchase Agreement and each Assignment Agreement, including the RPA Assignmentright assigned to the Issuer to cause OFL to repurchase Receivables from the Seller under certain circumstances, (j) the Sale and Servicing Agreement and each Transfer Agreement (including all rights of the Seller under the Purchase Agreement and each Assignment Agreement assigned to the Issuer pursuant to the Sale and Servicing Agreement), including the SSA Assignment (including the Issuing Entity’s right to cause World Omni, the Servicer or the Depositor to repurchase Receivables from the Issuing Entity under certain circumstances described therein); (g) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the UCC) constituting or relating to the foregoing; and (hk) all proceeds of any and all of the foregoing and all present and future claims, demands, causes of action and choses in action in respect of the Receivables and any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of the Receivables and any or all of the foregoing, including all proceeds of the conversion thereofconversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments, general intangibles instruments and other property which at any time constitute all or part of or are included in the proceeds of the Receivables and any of the foregoing; provided, however, that the foregoing items (a) through (i) shall not include the Notes and Trust Certificates (collectively, the “"Indenture Collateral”"). The foregoing Grant is made in trust to secure Trustee for the payment benefit of principal the Holders of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, and to secure compliance with the provisions of this Indenture, all as provided in this IndentureNotes acknowledges such Grant. The Indenture Trustee, as Indenture Trustee on behalf of the Holders of the Notes, acknowledges such Grant, Notes accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture in accordance with to the provisions best of this Indentureits ability to the end that the interests of the Holders of the Notes may be adequately and effectively protected.

GRANTING CLAUSE. The Issuing Entity To secure the payment of the Indebtedness and performance of the Secured Obligations (as defined in Section 1.2 below) evidenced by and as defined in the Credit Agreement and the payment of all amounts due under and the performance and observance of all covenants and conditions contained in this Deed of Trust, the Credit Agreement, and any other documents and instruments now or hereafter executed by Borrower, to evidence, secure or guarantee the payment of all or any portion of the Secured Obligations, Grantor does hereby Grants mortgage and warrant, bargain, sell, convey, grant, assign, transfer, pledge and deliver unto Trustee and to the Indenture Trustee at the Closing DateTrustee’s successors and assigns, as Indenture Trustee in trust, for the benefit of Beneficiary and the Holders Lenders, with power of sale and right of entry and possession, a security interest in the NotesGrantor’s interests (now owned or hereafter acquired) in the following rights, interests and properties, and all rights, estates, powers and privileges appurtenant thereto (the “Property”), subject to the terms and conditions herein: (a) The land commonly known as 31460 Dalles ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, located in Walla Walla County, legally described in attached Exhibit A (“Land”); (b) All the buildings, structures, improvements and fixtures of every kind or nature now or hereafter situated on the Land and all of the Issuing EntityGrantor’s interests (now owned or hereafter acquired) in machinery, appliances, equipment, furniture and all other personal property of every kind or nature which constitute fixtures with respect to the Land, together with all extensions, additions, improvements, substitutions and replacements of the foregoing (“Improvements”); (c) All easements, tenements, rights-of-way, vaults, gores of land, streets, ways, alleys, passages, sewer rights, water courses, water rights and powers and appurtenances in any way belonging, relating or appertaining to any of the Land or Improvements, or which hereafter shall in any way belong, relate or be appurtenant thereto, whether now owned or hereafter acquired (“Appurtenances”); CHICAGO/#2321273.5 (d) Subject to the terms and provisions of the Credit Agreement: (i) all judgments, insurance proceeds, awards of damages and settlements which may result from any damage to all or any portion of the Land, Improvements or Appurtenances or any part thereof or to any rights appurtenant thereto; (ii) all compensation, awards, damages, claims, rights of action and proceeds of or on account of (a) any damage or taking, pursuant to the power of eminent domain, of the Land, Improvements or Appurtenances or any part thereof, (b) damage to all or any portion of the Land, Improvements or Appurtenances by reason of the taking, pursuant to the power of eminent domain, of all or any portion of the Land, Improvements, Appurtenances or of other property, or (c) the alteration of the grade of any street or highway on or about the Land, Improvements, Appurtenances or any part thereof; and, except as otherwise provided herein or in the Credit Agreement, Agent is hereby authorized to collect and receive said awards and proceeds and to give proper receipts and acquittances therefor and, except as otherwise provided herein or in the Credit Agreement, to apply the same toward the payment of the Secured Obligations; and (iii) all proceeds, products, replacements, additions, substitutions, renewals and accessions of and to the Land, Improvements or Appurtenances; (e) All rents, issues, profits, income and other benefits now or hereafter arising from or in respect of the Land, Improvements or Appurtenances (the “Rents”); it being intended that this Section 1.1(e) shall constitute an absolute and present assignment of the Rents, subject, however, to the license given to Grantor to collect and use the Rents as provided in this Deed of Trust; (f) Any and all leases, licenses and other occupancy agreements now or hereafter affecting the Land, Improvements or Appurtenances, together with all security therefor and guaranties thereof and all monies payable thereunder, and all books and records owned by Grantor which contain evidence of payments made under the leases and all security given therefor (collectively, the “Leases”), subject, however, to the license given in this Deed of Trust to Grantor to collect the Rents arising under the Leases as provided in this Deed of Trust; (g) All of Grantor’s right, title and interest, whether if any, in all goods, materials, supplies, work in process, chattels, furniture, fixtures, equipment, appliances, machinery and other personal property of any kind, now or hereafter acquiredlater to be attached to, and wherever locatedincorporated into, in and to (a) the Receivables identified on the SSA Assignment (all of which are identified in World Omni’s computer files by a code indicating that such Receivables are owned by the Issuing Entity and pledged to the Indenture Trustee) and all monies received thereon and in respect thereof after the Cutoff Date; (b) the security interests placed in, and the liens onon or about, the Financed Vehicles granted by Obligors or used in connection with the Receivables and use, enjoyment, occupancy or operation of all or any other interest part of the Issuing Entity in such Financed Vehicles; (c) any proceeds with respect Land and the Improvements, whether stored on the Land or elsewhere, including all elevator, kitchen, medical, dental or rehabilitation fixtures, cleaning apparatus, beds, linens, televisions, carpeting, telephones, cash registers, computers, lamps, glassware, rehabilitation equipment, restaurant and kitchen equipment, and medical, dental, therapeutic, paramedical, or rehabilitation equipments and supplies, pumping plants, engines, pipes, ditches and flumes, and also all gas, electric, cooking, heating, cooling, air conditioning, lighting, refrigeration and plumbing fixtures and equipment, all of which shall be considered to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors; (d) any Financed Vehicle that shall have secured a Receivable and that shall have been acquired by or on behalf fullest extent of the Depositorlaw to be real property, fixtures or personal property (as defined and governed by the Servicer Code (as hereinafter defined)) for purposes of this Deed of Trust; CHICAGO/#2321273.5 (h) Any rights of Grantor arising from or held in connection with the Issuing Entity; ownership or operation of an assisted care facility or skilled nursing facility located on the Land, including, to the extent not prohibited or restricted under applicable law concerning residents of a nursing home or assisted living facility, any rights to payment for goods sold or leased or to be sold or leased or for services rendered or to be rendered; (ei) all right, title and All of Grantor’s interest in and to all operating accounts relating to the Land, all funds on deposit inin the Capital Replacement Reserve, and “financial assets” any other accounts held by Grantor or monies on deposit with or for the benefit of Lender, including (i) deposits for the payment of Property Taxes and Insurance Premiums relating to the Land, (ii) tenant improvement and leasing commissions relating to the Land and (iii) any cash collateral account or bank accounts of Grantor relating to the Land; (j) To the extent assignable and related to the Land, all of Grantor’s rights in or to management contracts, permits, licenses (including business licenses, state health department licenses, food service licenses, certificates of need and all such other permits, licenses and rights, obtained from any governmental, quasi governmental or private person or entity whatsoever concerning ownership, operation, use or occupancy of the Property), applications, approvals, plans, specifications and drawings, contracts, purchase and sale agreements, purchase options, entitlements, soil test reports, other reports of examination or analysis of the Land or the Improvements, development rights and authorizations, however characterized with respect to any of the foregoing, issued or in any way furnished for the acquisition, construction, development, operation and use of the Land, Improvements and/or Leases, including building permits, environmental certificates, certificates of operation, warranties and guaranties; (k) To the extent related to the Land or Grantor’s ownership and operation thereof, all of the following types of collateral arising from Grantor’s ownership and operation of the Land, as such term is defined in the Uniform Commercial Code as in effect from time to time in effectthe State of Washington (the “Code”): accounts, but only in the manner permitted by applicable law as to any government accounts, general intangibles, chattel paper, documents, instruments, inventory, goods, equipment, investment property, deposit accounts, letter(s) credited to, the Trust Accounts, including the Reserve Account, from time to time, including the Reserve Account Initial Deposit, and in all investments and proceeds thereof of credit (including all income thereon); (fCollateral Letters of Credit, if any) the Receivables Purchase Agreementand any rights associated therewith, including the RPA Assignmentcommercial tort claims, health-care-insurance receivables and the Sale all books and Servicing Agreement, including the SSA Assignment (including the Issuing Entity’s right to cause World Omni, the Servicer or the Depositor to repurchase Receivables from the Issuing Entity under certain circumstances described therein); (g) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the UCC) constituting or records relating to the foregoing; , provided that Grantor will cooperate with Lender in obtaining “control” as defined in the Code with respect to collateral consisting of deposit accounts, investment property, letter of credit rights and electronic chattel paper; (hl) all proceeds of All books and records pertaining to any and all of the foregoing property described above, including computer-readable memory and any computer hardware or software necessary to access and process such memory (“Books and Records”); CHICAGO/#2321273.5 (m) Any and all present after-acquired right, title or interest of Grantor in and future claimsto any of the property described in the preceding subsections within this Section 1.1; and (n) The proceeds from the sale, demandstransfer, causes of action and choses in action in respect pledge or other disposition of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments, general intangibles and other property which at any time constitute all or part of or are included described in the proceeds of any of preceding Granting Clauses; TO HAVE AND TO HOLD unto Trustee, and its successors or substitutes in this trust, and to its successors and assigns, in trust, in fee simple forever, subject to the foregoing; providedterms, howeverprovisions and conditions herein set forth, that the foregoing items (a) through (i) shall not include the Notes and Trust Certificates (collectively, the “Collateral”). The foregoing Grant is made in trust to secure the obligations of Grantor under the Note and Loan Documents (as hereinafter defined) and all other Secured Obligations upon this Deed of Trust. Upon the full payment of principal the Secured Obligations according to the tenor and effect thereof when the same shall be due and payable and the discharge of and interest onGrantor’s obligations hereunder, and any other amounts owing in respect of, then the Notes, equally and ratably without prejudice, priority Property shall be reconveyed to Grantor or distinction, and the title thereto shall be revested according to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as Indenture Trustee on behalf of the Holders of the Notes, acknowledges such Grant, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture in accordance with the provisions of this Indenturelaw.