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 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 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 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 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 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 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 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. 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 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. The Issuing Entity To secure the timely payment and performance of the Obligations, Borrower does hereby Grants assign, grant and pledge to the Indenture Trustee at the Closing DateSecurity Agent, as Indenture Trustee for the benefit of the Holders of the NotesSecured Parties, a continuing security interest in 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 Borrower in, to and “financial assets” (as such term is defined in the Uniform Commercial Code as from time to time in effect) credited tounder all assets of Borrower, 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 whether now owned 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 hereafter existing 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 foregoingacquired, including all proceeds the estate, right, title and interest of Borrower in, to and under 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 following (collectively, the “Collateral”): (i) each of the agreements and documents listed on Exhibit A, in each case, as amended, amended and restated, supplemented or otherwise modified from time to time (each, an “Assigned Agreement” and collectively, the “Assigned Agreements”) and all of Borrower’s rights thereunder; (ii) all Accounts; (iii) all As-Extracted Collateral; (iv) all Chattel Paper (including Electronic Chattel Paper). The foregoing Grant is made ; (v) all Deposit Accounts; (vi) all Documents; (vii) all Equipment (including, for the avoidance of doubt, all wind turbines); (viii) all Fixtures; (ix) all General Intangibles; (x) all Goods not covered by the other clauses of this Section 2, if any; (xi) all Instruments, including all Promissory Notes; (xii) all inventions, processes, production methods, proprietary information (including operating data and wind resource data related to the Project), know how, maps, plans, specifications, architectural, engineering, construction or shop drawings, route surveys, engineering reports, manuals and similar materials in trust to secure the payment of principal of and interest onwhich Borrower has an interest, and all payment and performance bonds or warranties or guaranties relating to the Project and all of Borrower’s rights under and in patents, patent licenses, copyrights, trademarks and trade names, trade secrets and any replacements, renewals or substitutions for any of the foregoing (collectively, “Intellectual Property”); (xiii) all Inventory; (xiv) all Motor Vehicles; (xv) all Investment Property not covered by other amounts owing in clauses of this Section 2, 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; (xvi) all Letter-of-Credit Rights; (xvii) Payment Intangibles; (xviii) Software; (xix) all Commercial Tort Claims arising out of, the Notes, equally and ratably without prejudice, priority relating to or distinction, and to secure compliance in connection with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as Indenture Trustee on behalf or any part of the Holders Inventory, Equipment or Documents of Borrower; (xx) all cash and cash instruments; (xxi) all other tangible and intangible personal property whatsoever 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.Borrower; and

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 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 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. 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 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 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 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 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 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 With respect to the 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 NotesRecovery 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 under all of the following property (such property, collectively, the “Recovery Bond Collateral”): i) the Recovery Property created under and pursuant to the Financing Order, and wherever locatedtransferred by the Seller to the Issuer pursuant to the Sale Agreement (including, to the fullest extent permitted by law, the right to impose, collect and receive Fixed Recovery Charges, all revenues, collections, claims, rights, payments, money or proceeds of or arising from the Fixed Recovery Charges authorized in the Financing Order and any Tariffs filed pursuant thereto and any contractual rights to (acollect such Fixed Recovery Charges from Consumers and ESPs); ii) all Fixed Recovery Charges related to the Recovery Property; iii) 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) Sale Agreement and all monies received thereon property and interests in respect thereof after property transferred under 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 Sale Agreement with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or ObligorsRecovery Property and the Recovery Bonds; (div) 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, intercreditor, administration or collection agreements executed in connection therewith, to the Issuing Entityextent related to the foregoing Recovery Property and the Recovery Bonds; (ev) 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 and all Financial Assets and securities entitlements carried therein or credited thereto; vi) all rights to compel the Servicer to file for and obtain adjustments to the Fixed Recovery Charges in effectaccordance with Section 850.1(g) credited toof the Wildfire Financing Law, the Trust Accounts, including the Reserve Account, from time to time, including the Reserve Account Initial Deposit, and Financing Order or any Tariff filed in all investments and proceeds thereof (including all income thereon)connection therewith; (fvii) 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 Recovery Property, accounts, general intangibles, instruments, contract rights, chattel paper or proceeds of such items or any other form of property; viii) 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 ix) 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; it being understood that the following do not constitute Recovery Bond Collateral: amounts deposited with the Issuer on the Closing Date for payment of costs of issuance with respect to the Recovery Bonds (together with any interest earnings thereon), including all proceeds 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 NotesRecovery 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 Recovery 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 Wildfire Financing 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 NotesRecovery 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 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 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 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 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 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 DateSecured Parties, as Indenture Trustee for the benefit of the Holders of the Notes, hereinafter provided a security interest 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 to 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, “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; (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 Deposit Accounts; (e) all rightDocuments; (f) all Equipment; (g) all Fixtures; (h) all General Intangibles; (i) all Goods not covered by the other clauses of this Section 3; (j) the Pledged Shares; (k) all Instruments, title including all Promissory Notes; (l) all Intellectual Property; (m) all Inventory; (n) all Investment Property not covered by other clauses of this Section 3, including all Securities, all Securities Accounts and interest in all funds on deposit inSecurity Entitlements with respect thereto and Financial Assets carried therein, and “financial assets” all Commodity Accounts and Commodity Contracts; (o) all Letter-of-Credit Rights; (p) all commercial tort claims, as such term is defined in Section 9-102(a)(13) of the Uniform Commercial Code as NYUCC, arising out of the events described in Annex 8; (q) all other tangible and intangible personal property whatsoever of such Grantor; and (r) all Proceeds of any of the Collateral, 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 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 thereonacting for such 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); (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 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 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 IndentureExcluded Asset.

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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 (but only to the extent specified in any Series Supplement), 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) and all cash, securities, instruments, investment property or other assets deposited in all funds on deposit in, and “financial assets” (as such term is defined in or credited to the Uniform Commercial Code as Collection Account or any subaccount thereof 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 (x) any cash released to any Swap Counterparty by the Trustee from the related Class Subaccount pursuant to Section 8.02(f) and the related Series Supplement, including (y) any cash or other property released to the Reserve Account Initial Deposit, Issuer by the Trustee from any Series Capital Subaccount pursuant to Section 8.02(g)(x) 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) constituting or relating and (2) 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 and premium, if any, 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 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) the Distribution Account, the Collection Account and the Transfer Obligation Account, including, without limitation, all amounts and funds on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors; deposit therein and credited thereto and all financial assets (das defined in Section 8-102(s) any Financed Vehicle that shall have secured a Receivable and that shall have been acquired by or on behalf of the DepositorUCC) held in or credited to such accounts, including, without limitation, all Permitted Investments (including, without limitation, all security entitlements (as defined in Section 8-102(17) of the Servicer or UCC) of the Issuing Entity; Issuer therein), (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, securities accounts, insurance proceeds, condemnation awards, payment intangibles, 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 hereby Grants In order to secure the payment of the Indebtedness and in order to secure the performance of the covenants, obligations, agreements, warranties, and undertakings herein contained, with respect to the Indenture Supplemental Mortgaged Property that is located in or is subject to the laws of the State of Texas or any other state pursuant to the law of which a deed of trust is a lawful security instrument, Mortgagor does hereby GRANT, BARGAIN, SELL, ASSIGN, PLEDGE, GIVE, MORTGAGE, WARRANT, SET OVER, TRANSFER, HYPOTHECATE, and CONVEY unto Trustee at and Trustee’s successors and substitutes in trust hereunder IN TRUST WITH POWER OF SALE, for the Closing Dateuse and benefit of Administrative Agent and the Lenders, all of Mortgagor’s right, title, and interest, whether now owned or hereafter acquired, in the real and personal property, rights, titles, interests and estates described in subsections (A) through (I) of this Section 1(m) of this Amendment (the “Supplemental Mortgaged Property”). (A) All oil and gas and/or oil, gas and mineral leases and leasehold interests, fee mineral interests, term mineral interests, subleases, farmouts, royalties, overriding royalties, net profits interests, production payments and similar interests or estates described on Exhibit A attached hereto or constituting interests in the lands described on Exhibit A attached hereto, including, without limitation, any reversionary or carried interests relating to any of the foregoing, together with any instrument executed in amendment, correction, modification, confirmation, renewal or extension of the same (collectively, the “Supplemental Hydrocarbon Property”), and including specifically, but without limitation, the undivided interests of Mortgagor which are represented, warranted, and more particularly described on Exhibit A hereto; (B) All rights, titles, interests, estates, tenements, hereditaments, and appurtenances now owned or existing or hereafter acquired by Mortgagor in and to: (A) all production units and drilling and spacing units (and the property covered thereby) which may affect all or any portion of the Supplemental Hydrocarbon Property including those units now or hereafter pooled or unitized with the Supplemental Hydrocarbon Property; (B) all presently existing or future unitization, communitization, pooling agreements and declarations of pooled units and the units created thereby, (together with all other units created under orders, regulations, rules or other official acts of any Governmental Authority having jurisdiction over any of the Supplemental Mortgaged Property and any units created solely among working interest owners pursuant to operating agreements or otherwise) which may affect all or any portion of the Supplemental Hydrocarbon Property including, without limitation, those units, if any, which may be described or referred to on attached Exhibit A; (C) all operating agreements, production sales or other contracts, farmout agreements, farm-in agreements, area of mutual interest agreements, joint development agreements, joint exploration agreements, equipment leases and other agreements described or referred to in this Mortgage or which cover, affect or relate to any of the Supplemental Hydrocarbon Property or interests in the Supplemental Hydrocarbon Property described or referred to herein or on Exhibit A or to the production, sale, purchase, exchange, processing, handling, storage, transporting or marketing of the Hydrocarbons (hereinafter defined) from or attributable to such Supplemental Hydrocarbon Property or interests; and (D) subject to applicable restrictions on disclosure and/or transfer, all geological, geophysical, engineering, accounting, title, legal, and other technical or business data concerning the Supplemental Mortgaged Property, the Hydrocarbons in which Mortgagor can otherwise grant a security interest, 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 by Mortgagor in and to the Hydrocarbons in and under and which may be produced and saved from or attributable to the Supplemental Hydrocarbon Property, the lands pooled or unitized therewith and Mortgagor’s interests therein, including all oil in tanks, gas in storage, and all rents, issues, profits, proceeds, products, revenues and other income from or attributable to the Supplemental Hydrocarbon Property, the lands pooled or unitized therewith and Mortgagor’s interests therein which are subjected to the liens and security interests of the Original Mortgage, as Indenture supplemented by this Amendment; (D) All tenements, hereditaments, appurtenances and properties in anywise appertaining, belonging, affixed or incidental to the Supplemental Hydrocarbon Property or the rights, titles, interests and estates described or referred to in paragraphs (1) and (2) above, which are now owned or which may hereafter be acquired by Mortgagor, including, without limitation, any and all property, real or personal, now owned or hereafter acquired and situated upon, used, held for use, or useful in connection with the operating, working or development of any of such Supplemental Hydrocarbon Property or the lands pooled or unitized therewith (excluding drilling rigs, trucks, automotive equipment or other personal property which may be taken to the premises for the purpose of drilling a well or for other similar temporary uses) and including any and all oil w▇▇▇▇, gas w▇▇▇▇, injection w▇▇▇▇ or other w▇▇▇▇, buildings, structures, field separators, liquid extraction plants, plant compressors, pumps, pumping units, pipelines, sales and flow lines, 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 additions, substitutions, replacements, accessions and attachments to any and all of the foregoing properties; (E) Any property that may from time to time hereafter, by delivery or by writing of any kind, be subjected to the lien and security interest hereof by Mortgagor or by anyone on Mortgagor’s behalf; (F) All of the rights, titles, interests and estates of every nature whatsoever now owned or hereafter acquired by Mortgagor in and to the Supplemental Hydrocarbon Property, including, without limitation, all such rights, titles, interests, and estates as the same may be enlarged by the discharge of any payments out of production or by the removal of any charges or Permitted Encumbrances to which any of such rights, titles, interests or estates are subject, or otherwise; all rights of Mortgagor to liens and security interests securing payment of proceeds from the sale of production from the Supplemental Mortgaged Property including, but not limited to, those liens and security interests provided for in Section 9.343 of the Texas Business and Commerce Code, as amended from time to time; together with any and all renewals and extensions of any of such liens and security interests; all contracts and agreements supplemental to or amendatory of or in substitution for the contracts and agreements described or mentioned above, including, without limitation, any such contracts and agreements comprising or giving rise to any portion of the Supplemental Hydrocarbon Property; and any and all additional interests of any kind hereafter acquired by Mortgagor in and to such rights, titles, interests or estates; (G) All accounts, contract rights, inventory, general intangibles, insurance contracts and insurance proceeds constituting a part of, relating to or arising out of those portions of the Supplemental Mortgaged Property which are described in paragraphs (A) through (F) above and all proceeds and products of all such portions of the Supplemental Mortgaged Property and payments in lieu of production (such 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; (H) All payments received in lieu of production from the Supplemental Mortgaged Property (regardless of whether such payments accrued, and/or the events which gave rise to such payments occurred, on, before, or after the Effective Date), including, without limitation, “take or pay” payments and similar payments, payments received in settlement of or pursuant to a judgment rendered with respect to take or pay or similar obligations or other obligations under a production sales contract, payments received in buyout or buydown or other settlement of a production sales contract, and payments received under a gas balancing or similar agreement as a result of (or received otherwise in settlement of or pursuant to a judgment rendered with respect to) rights held by Mortgagor as a result of Mortgagor (and/or its predecessors in title) taking or having taken less Hydrocarbons from lands covered by the Supplemental Mortgaged Property (or lands pooled or unitized therewith) than their ownership of the Supplemental Mortgaged Property would entitle Mortgagor to receive; and (I) Any rights or interests of Mortgagor under any present or future hedge or swap agreements, cap, floor, collar, exchange, forward or other hedge or protection agreements or transactions relating to Hydrocarbons, or any option with respect to such agreement or transaction now existing or hereafter entered into by or on behalf of Mortgagor. TO HAVE AND TO HOLD the Supplemental Mortgaged Property unto Trustee for the benefit of the Holders of Administrative Agent and the Notes, all of the Issuing Entity’s right, title and interest, whether now or hereafter acquiredLenders, and wherever locatedTrustee’s successors in trust and assigns forever, in and to (a) each case upon 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 interms, provisions, 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 inconditions set forth herein. Mortgagor does hereby bind itself, and “financial assets” (as such term is defined in its successors and permitted assigns, to warrant and forever defend all and singular the Uniform Commercial Code as from time Supplemental Mortgaged Property unto Trustee against every Person whomsoever lawfully claiming or to time in effect) credited toclaim the same, 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 part 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 hereby Grants In order to secure the prompt payment of Rent and all other amounts from time to time due or to become due from the Facility Lessee to the Indenture Trustee at Owner Lessor under the Closing DateFacility Lease, as Indenture Trustee and the performance and observance by the Facility Lessee of all the agreements, covenants and provisions contained in the Facility Lease, and for the benefit uses and purposes and subject to the terms and provisions of the Holders Facility Lease, and in consideration of the Notes, all premises and of the Issuing Entity’s covenants contained in the Facility Lease, and of the acceptance of the Facility Lease by the Owner Lessor, the Facility Sublessor 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 and for the security and benefit of, the Owner Lessor, a first priority security interest (the "SUBLESSOR SECURITY INTEREST") in all estate, right, title and interestinterest now held or hereafter acquired by the Facility Sublessor in, to and under the following described property, rights, interests and privileges, whether now or hereafter acquiredacquired (such property, rights and wherever locatedprivileges as are conveyed pursuant to this granting clause and the rights to enforce and collect the sums as set forth herein, being hereinafter referred to as the "SUBLESSOR COLLATERAL"): (i) this Facility Sublease and all payments of any kind by the Facility Sublessee hereunder, the Facility Sublessor's leasehold estate in the Undivided Interest granted by the Facility Lease, the Facility Sublessor's leasehold estate in the Ground Interest granted by the Facility Site Sublease, the Facility Site Sub-Sublease and the Sub-Sublease Ground Interest thereunder and all payments of any kind by the Facility Site Sub-Sublessee thereunder (including, without limitation, all Sub-Sublease Ground Rent); the ▇▇▇▇▇▇▇ Facility Operating Agreements; and all and any interest in any property now or hereafter granted or required to be granted to the Facility Sublessor pursuant to any provision of this Facility Sublease or the Facility Site Sub-Sublease (athe documents specifically referred to above in this paragraph (i) are collectively referred to as the Receivables identified "SUBLESSOR COLLATERAL DOCUMENTS"), including, without limitation, (x) all rights of the Facility Sublessor or the Facility Sublessee (to the extent assigned by the Facility Sublessee to the Facility Sublessor) to receive any payments or other amounts or to exercise any election or option or to make any decision or determination or to give or receive any notice, consent, waiver or approval or to make any demand or to take any other action under or in respect of any such document, as well as all the rights, powers and remedies on the SSA Assignment part of the Facility Sublessor or the Facility Sublessee (all of which are identified in World Omni’s computer files by a code indicating that such Receivables are owned to the extent assigned by the Issuing Entity and pledged Facility Sublessee to the Indenture TrusteeFacility Sublessor), whether acting under any such document or by statute or at law or in equity or otherwise, arising out of any Material Sublease Default Facility Sublease (T1) 3 or Sublease Event of Default and all monies received thereon and (y) any right to restitution from the Facility Sublessee, any further sublessee or any other Person in respect thereof after of any determination of invalidity of any such document; (ii) all rents, issues, profits, revenues, proceeds, damages, claims and other income from the Cutoff Date; property described in this Granting Clause; (biii) the security interests in, and the liens on, the Financed Vehicles granted by Obligors in connection with the Receivables and all damages resulting from breach or termination of any other interest of the Issuing Entity in such Financed Vehicles; (c) Sublessor Collateral Documents or arising from bankruptcy, insolvency or other similar proceedings involving any proceeds with respect party to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or ObligorsSublessor Collateral Documents; and (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 (hiv) all proceeds of any and all the foregoing. In respect of the foregoing mortgage granted by the Facility Sublessor pursuant to this paragraph 4, the Owner Lessor, as mortgagee, will have all remedies available to it under law and all present equity to enforce its rights hereunder and future claimsotherwise secured hereby. Concurrently with the delivery hereof, demands, causes of action and choses in action in respect of any or all the Facility Sublessor is delivering to the Owner Lessor the original executed counterpart of the foregoing Facility Sublease to which a chattel paper receipt is attached and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all the Owner Lessor is delivering to the Holder Representative such original counterpart 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, Facility Sublease to which a 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 paper receipt 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 Indentureattached.

GRANTING CLAUSE. The Issuing Entity Issuer hereby Grants to the Indenture Trustee at the Closing DateTrustee, as Indenture Trustee for the benefit of the Holders of the NotesNotes and the Enhancement Providers, all of the Issuing EntityIssuer’s right, title and interest, whether now owned or hereafter acquired, in, to and wherever located, in and to under (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; Collateral Certificate, (b) the security interests inReceivables, 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 Collections and Recoveries related to and all money, instruments, investment property and other property distributed or distributable in respect of (together with respect to all earnings, dividends, distributions, income, issues, and profits relating to) the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or ObligorsReceivables; (d) any Financed Vehicle that shall have secured a Receivable and that shall have been acquired by or on behalf of the DepositorCollection Account, the Servicer Series Accounts, the Excess Funding Account and all Permitted Investments and all money, investment property, instruments and other property on deposit from time to time in, credited to or related to the Issuing EntityCollection Account, the Series Accounts and the Excess Funding Account (including any subaccounts of any such account), and all interest, dividends, earnings, income and other distributions from time to time received, receivable or otherwise distributed or distributable thereto or in respect thereof (including any accrued discount realized on liquidation of any investment purchased at a discount); (e) all rightrights, title remedies, powers, privileges and interest in all funds on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as from time claims of Issuer under or with respect to time in effect) credited toany Enhancement, the Transfer and Servicing Agreement (whether arising pursuant to the terms of the related Enhancement Agreement or the Transfer and Servicing Agreement or otherwise available to Issuer at law or in equity) and the Trust AccountsAgreement, including the Reserve Accountrights of Issuer to enforce such Enhancement Agreement, from time to time, including the Reserve Account Initial DepositTransfer and Servicing Agreement or the Trust Agreement, and in to give or withhold any and all investments consents, requests, notices, directions, approvals, extensions or waivers under or with respect to such Enhancement Agreement, the Transfer and proceeds thereof (including Servicing Agreement or the Trust Agreement to the same extent as Issuer could but for the assignment and security interest granted to Indenture Trustee for the benefit of the Noteholders and all income thereon)property transferred to the Issuer under each such agreement; (f) the Receivables Purchase Agreementall derivative contracts between Issuer and a counterparty, including the RPA Assignmentas described in any Indenture Supplement and all proceeds thereof, 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” Enhancements and “promissory notes” (as such terms are defined in the UCC) constituting or relating to the foregoingall proceeds thereof; and (h) all proceeds accounts, chattel paper, deposit accounts, documents, general intangibles, goods, instruments, investment property, letter-of-credit rights, letters of any credit, money, and all of the foregoing oil, gas and other minerals; (i) all present and future claims, demands, causes of action and choses in action in respect of any or all of the 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 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 Collateral shall 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 performance of the Holders of the Notes, acknowledges such Grant, accepts the trusts under this Indenture obligations set forth 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 8.2.

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) with respect to Precomputed Receivables, monies due thereunder on or after the Cutoff Date (including Payaheads) and, with respect to Simple Interest Receivables, monies due or received thereunder on or after the Cutoff Date (including in each case any monies received prior to the Cutoff Date that are due on or after the Cutoff Date and were not used to reduce the principal balance of the Receivable); (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 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) all of the Receivables Seller'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) the Sale and Servicing Agreement; (i) all of the Seller's 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 9 Ford Credit to repurchase Receivables from the Issuing Entity under certain circumstances described thereinSeller; (j) payments and proceeds with respect to the Receivables held by the Servicer; (k) all property (including the right to receive Liquidation Proceeds) securing a Receivable (other than a Receivable repurchased by the Servicer or purchased 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 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 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 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 on Receivables; (b) with respect to Actuarial Receivables, monies due thereunder after the SSA Assignment 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 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 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 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 Issuer hereby Grants to the Indenture Trustee at Trustee, for the benefit and security of the Holders of the Secured Notes, the Trustee, the Custodian, the Collateral Manager and the Collateral Administrator (collectively, the “Secured Parties”), all of its right, title and interest in, to and under, in each case, whether now owned or existing, or hereafter acquired or arising any and all accounts, chattel paper, deposit accounts, financial assets, general intangibles, instruments, investment property, letter-of-credit rights, documents, goods and supporting obligations and other assets in which the Issuer has an interest and specifically including: (a) the Collateral Obligations (listed, as of the Closing Date, in Schedule 1 to this Indenture) which the Issuer causes to be delivered to the Trustee (directly or through an intermediary or bailee) herewith and all payments thereon or with respect thereto, and all Collateral Obligations which are delivered to the Trustee in the future pursuant to the terms hereof and all payments thereon or with respect thereto, (b) each of the Accounts, and in each case any Eligible Investments purchased with funds on deposit in any of the Accounts, and all income from the investment of funds therein, (c) the Collateral Management Agreement as Indenture set forth in Article XV hereof, the Securities Account Control Agreement, any Loan Sale Agreement (including any Lien granted by a Seller to the Issuer thereunder) and the Collateral Administration Agreement (d) EU/UK Risk Retention Letter (e) all Cash or Money delivered to the Trustee (or its bailee) from any source for the benefit of the Holders of Secured Parties or the NotesIssuer, all of the Issuing Entity’s right, title and interest, whether now or hereafter acquired, and wherever located, in and to (af) 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 any Equity Securities received by the Issuing Entity and pledged to Issuer; it being understood that Equity Securities may not be purchased by the Indenture Trustee) and all monies received thereon and in respect thereof after Issuer but it is possible that the Cutoff Date; (b) the security interests in, and the liens on, the Financed Vehicles granted by Obligors Issuer may receive an Equity Security 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 damagean insolvency, credit life bankruptcy, reorganization, debt restructuring 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 Depositorworkout, 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,” “, deposit accounts, financial assets, general intangibles” , payment intangibles, instruments, investment property, letter-of-credit rights, securities, money, documents, goods, commercial tort claims and “promissory notes” securities entitlements, and other supporting obligations (as such terms are defined in the UCC), (h) any other property otherwise delivered to the Trustee by or on behalf of the Issuer (whether or not constituting Collateral Obligations, Equity Securities or relating Eligible Investments); and (i) all proceeds (as defined in the UCC) with respect 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 assets referred to 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), are collectively referred to as the “CollateralAssets”). The foregoing above Grant is made in trust to secure the payment of principal of and interest onSecured Notes, the Issuer’s other obligations to the Secured Parties under this Indenture, the other Transaction Documents, and any certain other amounts owing payable by the Issuer as described herein. Except as set forth in respect ofthe Priority of Payments and Article XI of this Indenture, the Notes, Secured Notes are secured by the Grant equally and ratably without prejudice, priority or distinctiondistinction between any Secured Note and any other Secured Note by reason of difference in time of issuance or otherwise. The Grant is made to secure, in accordance with the priorities set forth in the Priority of Payments and to secure Article XI of this Indenture, (i) the payment of all amounts due on the Secured Notes in accordance with their terms, (ii) the payment of all other sums (other than in respect of the Subordinated Notes) payable under this Indenture, (iii) the payment of amounts owing by the Issuer under the Collateral Management Agreement, the Collateral Administration Agreement and any Loan Sale Agreement and (iv) compliance with the provisions of this Indenture, all as provided in herein (collectively, the “Secured Obligations”). The foregoing Grant shall, for the purpose of determining the property subject to the lien of this Indenture. The Indenture Trustee, as Indenture be deemed to include any securities and any investments granted to the Trustee by or on behalf of the Holders Issuer, whether or not such securities or investments satisfy the criteria set forth in the definitions of “Collateral Obligation” or “Eligible Investments”, as the Notes, case may be. The Trustee acknowledges such GrantG▇▇▇▇, accepts the trusts under this Indenture hereunder in accordance with the provisions of this Indenture hereof, and agrees to perform its the duties required in this Indenture herein in accordance with the provisions of this Indentureterms hereof.

GRANTING CLAUSE. The Issuing Entity Issuer hereby absolutely and irrevocably Grants to the Indenture Trustee at the Closing DateTrustee, as Indenture Trustee trustee for the benefit of the Holders of the NotesTransition Bonds from time to time issued and outstanding, 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 all funds on deposit whether now owned or hereafter acquired (and whether now existing or hereafter arising), in, to and “financial assets” under (as such term is defined in a) the Uniform Commercial Code as Transition Property transferred by the Seller to the Issuer from time to time pursuant to the Sale Agreement and all proceeds thereof, (b) the Sale Agreement, (c) all Bills of Sale delivered by the Seller pursuant to the Sale Agreement, (d) the Servicing Agreement and any subservicing, agency, intercreditor, or collection agreements executed in effect) credited toconnection therewith, including, without limitation, the Trust AccountsIntercreditor Agreement, including (e) the Reserve AccountAdministration Agreement, 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 AgreementCollection Account and all subaccounts thereof (including for each Series, including without limitation, the RPA AssignmentGeneral Subaccount, the Overcollateralization Subaccount, and the Sale and Servicing Agreement, including the SSA Assignment (including the Issuing Entity’s right to cause World OmniREP Deposit Account, the Servicer Capital Subaccount, and the Reserve Subaccount and any Defeasance Subaccount) and all cash, securities, instruments, investment property or other assets credited to or deposited in the Depositor Collection Account or any subaccount thereof from time to repurchase Receivables from the Issuing Entity under certain circumstances described therein); time or purchased with funds therefrom, and all financial assets and securities entitlements carried therein or credited thereto, (g) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in other property of whatever kind owned from time to time by the UCC) constituting or relating Issuer other than any cash released to the foregoing; and Issuer by the Trustee pursuant to Section 8.02, (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 (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 property, 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, 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 ------------ Such Grants are made to the Trustee 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 (including all fees, expenses, counsel fees and other amounts due and owing to the Trustee, and any credit enhancement provider) owing in respect of, the Notes, Transition Bonds 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 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 hereby Grants (a) In order to secure the Indenture Trustee at the Closing Date, as Indenture Trustee for the benefit payment and performance of the Holders obligations of the NotesShipowner under this Agreement and the other Transaction Documents to which it is a party, the Shipowner does hereby grant, sell, convey, assign, transfer, mortgage, pledge, set over and confirm unto the Administrator a first priority continuing security interest in, Lien on and right of setoff against, all of the Issuing Entity’s right, title and interestinterest of the Shipowner in and to all of the following, whether now owned or existing or hereafter arising or acquired: (1) each Construction Contract and the Rights Under the Construction Contracts and Related Contracts; (2) Moneys Due to Shipowner with Respect to the Construction of the Vessels; (3) each Vessel and each Existing Vessel and all Goods, including, without limitation, Accessions, fuel, Equipment, and wherever locatedInventory, and all Accounts, including, without limitation, any bareboat charters, time charters, charter hire, voyage or other charters except slot charters, earnings, affreightments, and all Commercial Tort Claims described on the Disclosure Schedule or notified to the Administrator pursuant to Section 11.04 (all terms are defined as set forth in Annex B of this Agreement or in the UCC as applicable) in each case only to the extent the same appertain or relate solely to each Vessel or Existing Vessel or its operation, whether or not on board or ashore and to not covered by the Mortgage, and further provided that shipping containers and Goods that are not specifically identified exclusively for use on one of the Vessels or Existing Vessels are not included in this grant; (a4) the Receivables identified Late Charges Reserve Subfund and all sums, moneys, securities and proceeds of the Late Charges Reserve Subfund currently on deposit or hereafter deposited in said account, including, without limitation, Financial Assets; (5) the SSA Assignment Chapter 537 Reserve Fund and all sums, moneys, securities and proceeds of the Chapter 537 Reserve Fund currently on deposit or hereafter deposited in said account, including, without limitation, Financial Assets; (6) the Interest Escrow Fund and all sums, moneys, securities and proceeds of the Interest Escrow Fund currently on deposit or hereafter deposited in said account, including, without limitation, Financial Assets; (7) the No-Call Prepayment Fund and all sums, moneys, securities and proceeds of the No-Call Prepayment Fund hereafter deposited in said fund, including, without limitation, the No-Call Prepayment Collateral; (8) all policies and contracts of insurance solely to the extent the same relate to each Vessel, including, without limitation, the Shipowner’s rights under all entries in any protection and indemnity or war risks associations or clubs, which are identified from time to time taken out by or for the Shipowner 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) respect of each Vessel, their hull, machinery, freights, disbursements, profits or otherwise, and all monies received thereon the benefits thereof and all other rights of the Shipowner in respect thereof after the Cutoff Datethereof, including, without limitation, all claims of whatsoever nature including without limitation any general average claims or loss of hire claims, as well as return premium; and (b9) the security interests in, all cash and the liens on, the Financed Vehicles granted by Obligors in connection with the Receivables non-cash Products and any other interest Proceeds of the Issuing Entity collateral described in such Financed Vehicles; Clauses (c1) any proceeds with respect to the Receivables from claims on any physical damagethrough (8) of this Section 4.01(a). The Administrator shall have, credit life or disability insurance policies covering Financed Vehicles or Obligors; (d) any Financed Vehicle that shall have secured a Receivable upon execution and that shall have been acquired by or on behalf of the Depositordelivery thereof, the Servicer or the Issuing Entity; (e) all as further security, certain 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; Mortgage, to be executed and delivered by the Shipowner to the Administrator, as mortgagee, on the date hereof, covering each Vessel. (hb) all proceeds of any The Shipowner’s right, title and all interest in each of the foregoing assets and all present and future claimsproperty described in Section 4.01(a) of this Agreement are herein, 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, called 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 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 GAP, vendor's single interest or other collateral protection insurance policy or coverage; (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 Servicer, the Depositor or the Issuing EntityIssuer; (e) all rightthe proceeds from any 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, 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); (h) 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 ; (i) all funds on deposit from time to time in the SSA Assignment Trust Accounts and all investments therein and proceeds thereof (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 thereinall Investment Earnings thereon); (gj) all “accounts,” “, money, chattel paper,” “, securities, instruments, documents, deposit accounts, certificates of deposit, letters of credit, advices of credit, banker's acceptances, uncertificated securities, general intangibles” , contract rights, goods and “promissory notes” (as such terms are defined in the UCC) constituting other property consisting of, arising from or relating to any and all of the foregoing; and (hk) all the proceeds of any and all of the foregoing foregoing; and (l) 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. This Indenture is a security agreement within the meaning of the UCC. 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 grants to the Indenture Trustee at the Initial Closing Date, as Indenture for the benefit of the Trustee, the Noteholders, each Enhancement Provider, if any (unless otherwise provided in the related Series Supplement), and any other Person to which any Issuer Obligations are payable (the "Secured Parties"), to secure the Issuer Obligations, a lien on and security interest in all of the Issuer's right, title and interest in, to and under the following property whether now owned or hereafter acquired, now existing or hereafter created and wherever located (a) the Receivables existing on or after the Cut-Off Date that have been or may from time to time be conveyed, sold and/or assigned to the Issuer pursuant to the Purchase Agreement; (b) all Collections thereon received on or after the Cut-Off Date; (c) all Related Security; (d) the Collection Account, any Investor Account, any Series Account and any other account maintained by the Trustee for the benefit of the Holders Secured Parties of the Notesany Series of Notes (each such account, a "Trust Account"), all of the Issuing Entity’s right, title and interest, whether now or hereafter acquired, and wherever located, in and monies from time 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) time deposited therein 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 investment property from time 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 Entitytime credited thereto; (e) all rightcertificates and instruments, title and interest in if any, representing or evidencing any or all of the Trust Accounts or the funds on deposit in, therein from time to time; (f) all Permitted Investments made at any time and “financial assets” (as such term is defined in the Uniform Commercial Code as from time to time with moneys 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 Accounts or any subaccount thereof (including all income thereon); (f) the Receivables Purchase Agreementon such investments, 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 thereinunless otherwise specified in a Series Supplement); (g) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined to the extent set forth in the UCC) constituting or relating to the foregoingSeries Supplement for a Series, any Enhancement, including any Credit Enhancement; and (h) all proceeds monies available under the Servicer Letter of Credit and under any Enhancement, including any Credit Enhancement, to be provided for any Series for payment to the Noteholders of such Series; (i) the Issuer's rights, powers and benefits, but none of its obligations or burdens, under the Servicing Agreement and the Purchase Agreement; (j) all additional property that may from time to time hereafter (pursuant to the terms of any Series Supplement or otherwise) be subjected to the grant and all of pledge hereof by the foregoing Issuer or by anyone on its behalf; and (k) 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 all of the foregoing and 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 awardsinvestment property, 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”"Trust Estate"). 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 NotesIssuer Obligations, equally and ratably without prejudice, priority or distinctiondistinction except as set forth herein, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as Indenture Trustee on behalf for the benefit of the Holders of the NotesSecured Parties, hereby acknowledges such Grant, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and the lien on and security interest in the Trust Estate conveyed by the Issuer pursuant to the Grant, declares that it shall maintain such right, title and interest, upon the trust set forth, for the benefit of all Secured Parties, subject to Sections 11.1 and 11.2 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 Secured Parties may be adequately and effectively protected.

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 Issuer hereby Grants to the Indenture Trustee at the Closing Date, as Indenture Trustee for the benefit of the Holders of the NotesIssuer 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 Issuer's right, title and interest in all funds and to the following (collectively, the "Collateral"): (i) certain adjustable rate home equity revolving credit line loans (the "Mortgage Loans") (including any Additional Balances) made or to be made under certain Credit Line Agreements and conveyed to the Issuer; (ii) collections in respect of the Mortgage Loans with due dates after the Initial Cut-Off Date, (iii) property that secured a Mortgage Loan that has been acquired by foreclosure or deed in lieu of foreclosure; (iv) rights of the Sponsor under hazard insurance policies covering the Mortgaged Properties; (v) the Policy; (vi) amounts on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as from time Note Account; (vii) amounts on deposit in the Pre-Funding Account; (viii) amounts on deposit in the Capitalized Interest Account; (ix) amounts on deposit in the Principal and Interest Account; (x) any and all Subsequent Mortgage Loans (including any Additional Balances related thereto); (xi) all rights under the Purchase Agreement assigned 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 Issuer (including all income thereon); (frepresentations and warranties of the Originator contained therein) and all rights of the Receivables Purchase Agreement, including the RPA Assignment, and Issuer 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); (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 (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 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 for the benefit, first, of the Holders of the Notes, and second, of the Insurer. The Indenture Trustee hereby acknowledges such Grant, accepts the trusts 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 Borrower hereby Grants irrevocably grants, mortgages, transfers and assigns to the Indenture Trustee at the Closing DateAgent, as Indenture Trustee for the benefit of the Holders of the Noteswith MORTGAGE COVENANTS, all the following property: The Borrower’s leasehold interest (as described in the Ground Lease) in the parcel or parcels of the Issuing Entity’s right, title and interest, whether land together with any improvements now or hereafter acquiredsituated thereon, all as described in Exhibit A attached hereto and wherever locatedincorporated herein; together with all buildings and structures and fixtures owned by the Borrower erected or placed on such parcel or parcels or now or hereafter attached to or used in connection therewith, including without limitation to the extent such constitute fixtures, all pipes, lines, conduits and other facilities for public or private utilities or services, all elevators, screens, doors, awnings, blinds, shades, gas and electric fixtures, all heating, lighting, refrigerating, plumbing, ventilating, air conditioning and sprinkling equipment and all other items of whatsoever kind and nature reasonably necessary to the continued use and operation of the Property; together with all personal property owned by the Borrower and located on the Property; together with the entire interest of the Borrower in and to (a) all and singular 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 tenements, hereditaments, easements, rights-of-way, rights, privileges and pledged appurtenances to the Indenture Trustee) and all monies received thereon and Property, belonging or in respect thereof after the Cutoff Date; (b) the security interests inany way appertaining thereto, 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 of the Borrower in and to any streets, ways or alleys adjoining the Property or any part thereof; together with 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 paid for any damage to the foregoingProperty or any part thereof, or for any portion thereof appropriated for any character of public or quasi-public use in accordance with the provisions, terms and conditions hereinafter set forth; together with all of the rents, issues, benefits and (h) all proceeds profits of any the Property as provided herein and all of the foregoing records and books of account now or hereafter maintained by the Borrower in connection with the operation thereof. SUBJECT, HOWEVER, to the Permitted Encumbrances. This conveyance is made for the purpose of securing: (1) Performance of all present and future claims, demands, causes of action and choses in action in respect of any or all obligations of the foregoing and all payments on or Borrower under and all proceeds of every kind and nature whatsoever in respect of any or all the terms of the foregoingNote, including payment of all proceeds amounts due pursuant thereto. (2) Performance of each and every obligation 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 Borrower contained in this Mortgage and 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 sums due hereunder. (3) Performance 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 obligations of the Holders of the Notes, acknowledges such Grant, accepts the trusts Borrower 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 Indentureall other Loan Documents.

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 Issuer hereby Grants to the Indenture Trustee at Trustee, for the benefit and security of the Holders of the Secured Debt, the Trustee, the Class A-L Loan Agent, the Collateral Manager, the Custodian and the Collateral Administrator (collectively, the “Secured Parties”), all of its right, title and interest in, to and under, in each case, whether now owned or existing, or hereafter acquired or arising any and all accounts, chattel paper, deposit accounts, financial assets, general intangibles, instruments, investment property, letter-of-credit rights, documents, goods and supporting obligations and other assets in which the Issuer has an interest and specifically including: (a) the Collateral Obligations (listed, as of the Closing Date, in Schedule 1 to this Indenture) which the Issuer causes to be delivered to the Trustee (directly or through an intermediary or bailee) herewith and all payments thereon or with respect thereto, and all Collateral Obligations which are delivered to the Trustee in the future pursuant to the terms hereof and all payments thereon or with respect thereto, (b) each of the Accounts (with respect to each Class A-VF Purchaser Collateral Account, only to the extent that the Issuer is entitled to amounts on deposit in such account and subject to the rights of the applicable Holder of the Class A-VF Notes set forth in the Class A-VF Purchase Agreement), and in each case any Eligible Investments purchased with funds on deposit in any of the Accounts, and, except with respect to any Class A-VF Purchaser Collateral Account, all income from the investment of funds therein, (c) the Collateral Management Agreement as Indenture set forth in Article XV hereof, the Securities Account Control Agreement, the Master Participation Agreement (including any Lien granted by a Seller to the Issuer thereunder), the Loan Sale Agreement (including any Lien granted by a Seller to the Issuer thereunder), the Class A-L Credit Agreement and the Collateral Administration Agreement, (d) all Cash or Money delivered to the Trustee (or its bailee) from any source for the benefit of the Holders of Secured Parties or the NotesIssuer, all of the Issuing Entity’s right, title and interest, whether now or hereafter acquired, and wherever located, in and to (ae) 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 any Equity Securities received by the Issuing Entity and pledged to Issuer; it being understood that Equity Securities may not be purchased by the Indenture Trustee) and all monies received thereon and in respect thereof after Issuer but it is possible that the Cutoff Date; (b) the security interests in, and the liens on, the Financed Vehicles granted by Obligors Issuer may receive an Equity Security 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 damagean insolvency, credit life bankruptcy, reorganization, debt restructuring 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 Depositorworkout, 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 Agreementall accounts, including the RPA Assignmentchattel paper, deposit accounts, financial assets, general intangibles, payment intangibles, instruments, investment property, letter-of-credit rights, securities, money, documents, goods, commercial tort claims and securities entitlements, 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” other supporting obligations (as such terms are defined in the UCC), (g) constituting or relating any other property otherwise delivered 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 Trustee by 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 NotesIssuer (whether or not constituting Collateral Obligations, acknowledges such GrantEquity Securities or Eligible Investments), 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.and

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 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, [to secure amounts owing to each Swap Counterparty under the related Swap Agreement] 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 NotesNotes [and each Swap Counterparty], 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 Trust hereby Grants to the Indenture Trustee at the Closing Date, as Indenture Trustee for the benefit of the Holders of Noteholders and the NotesInsurer, 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 the following (collectively, the "Trust Estate"): (i) certain adjustable rate revolving home equity credit line loans (the "Mortgage Loans") (including any Additional Balances) made or to be made under certain Credit Line Agreements and conveyed to the Trust; (ii) all funds principal and interest collected in respect of the Mortgage Loans on and after the related Cut-Off Date; (iii) property that secured a Mortgage Loan to the extent that it has been acquired by foreclosure or deed in lieu of foreclosure; (iv) all rights acquired by the Trust under any Mortgage Insurance Policies covering the Mortgaged Properties; (v) the Policy; (vi) all 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 Accounts, including the Reserve Account, from time to time, including the Reserve Note Account Initial Deposit, and in all investments and proceeds thereof (including all income excluding investment earnings thereon); (fvii) all amounts on deposit from time to time in the Receivables Principal and Interest Account (excluding any investment earnings thereon); (viii) all rights of the Sponsor under the Purchase Agreement assigned to the Trust pursuant to the Sale and Servicing Agreement (including all of the Sponsor's rights and remedies in the event of certain breaches by the Originators of their respective representations and warranties under the Purchase Agreement, including ); (ix) all rights of the RPA Assignment, and Trust 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); (gx) all “accounts,” “chattel paper,” “general intangibles” Mortgage Files and “promissory notes” (as such terms are defined in the UCC) constituting or other documents relating to the foregoing; (xi) all amounts on deposit in the Pre-Funding Account; (xii) all amounts on deposit in the Capitalized Interest Account (excluding any investment earnings thereon); 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 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 except as otherwise 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 Indentureherein.

GRANTING CLAUSE. The Issuing Entity Borrower hereby Grants to the Indenture Trustee at the Closing DateAgent, as Indenture Trustee for the benefit of the Holders of the NotesSecured Parties, as their interests may appear, a first priority perfected security interest in all of the Issuing EntityBorrower’s rightrights, title title, interest and interestbenefits, whether now existing or hereafter acquired, and wherever locatedarising, in and to (i) the Initial Solar Loans, any Subsequent Solar Loans and any Qualified Substitute Solar Loans, (ii) all Solar Loan Files related to the Solar Loans and any property or assets of the Consumer Obligors pledged as collateral under a Solar Loan to secure the repayment of such Solar Loan, including without limitation the related PV System and/or ▇▇▇▇ System, each now and hereafter owned, (iii) each Customer Contract including the right to (a) receive all amounts due under or required to be paid pursuant to such Customer Contract on and after the Receivables identified on the SSA Assignment related Cut-Off Date (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 interest capitalized and pledged added to the Indenture Trustee) and all monies received thereon and in respect thereof after the Cutoff Solar Loan Balance of a Solar Loan on a Section 25D Credit Payment Date; , if any), (b) the all security interests ininterests, liens and the liens on, the Financed Vehicles granted by Obligors in connection with the Receivables assignments securing payment of such Customer Contract and any other interest of the Issuing Entity in such Financed Vehicles; (c) any proceeds with respect all books, records and computer tapes relating to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligorssuch Customer Contract; (div) any Financed Vehicle that shall have secured a Receivable the Borrower’s rights in the Electronic Vault, (v) all rights and that shall have been acquired by or on behalf of remedies under the DepositorContribution Agreement, the Servicer or Performance Guaranty, the Issuing Entity; Management Agreement, the Servicing Agreement, the Custodial Agreement, the Guarantee Issuance Agreement, any Letter of Credit and all other Loan Documents, (evi) amounts (including 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 amounts collected from each Consumer Obligor under its Customer Contract) deposited from time to time in effect) credited tointo the Lockbox Account, the Trust AccountsCollection Account, including the Reserve Account, the Equipment Replacement Reserve Account, the Section 25D Interest Account, the Prefunding Account, the Capitalized Interest Account and all amounts deposited from time to timetime and all Eligible Investments in each such account, including (vii) all other assets of the Reserve Account Initial DepositBorrower, and in all investments and proceeds thereof (including all income thereon); (fviii) 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 thereofconversion, voluntary or involuntary, of any of the foregoing 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 Notwithstanding the foregoing, the Collateral shall not include (x) any returned items required to be returned to the financial institution maintaining the Lockbox Account, (y) Consumer Obligor Security Deposits on deposit in the Consumer Obligor Security Deposit Account and (z) amounts received relating to Grid Services. Such Grant is made in trust to secure payments of amounts due with respect to the Loan and to secure (i) the payment of principal all amounts on the Loan Note as such amounts become due in accordance with its terms; (ii) the payment of and interest on, and any all 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 sums payable in accordance with the provisions of this Indenture Loan Agreement; and agrees to perform its duties required (iii) compliance with the provisions of this Loan Agreement, all as provided in this Indenture Loan Agreement. The Agent acknowledges such ▇▇▇▇▇, accepts the Collateral hereunder in accordance with the provisions of this IndentureLoan Agreement, and agrees to perform the duties herein required pursuant to the terms and provisions of this Loan Agreement and subject to the conditions hereof.

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 EntityIssuer’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 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 timethe Prefunding Account and the Capitalized Interest Account, including the Reserve Account Initial Deposit, and in all investments and proceeds thereof (including all income thereon); (fix) 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; Closing Date Eligible Investments and (hx) 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 “CollateralTrust 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 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 and the Closing Date Eligible Investments 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 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 EntityIssuer’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 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 timethe Prefunding Account, including the Capitalized Interest Account and the Force Majeure Loan Reserve Account Initial DepositAccount, 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 “CollateralTrust 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 a 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 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 that a court of competent jurisdiction were to hold that the conveyance of the Timeshare Loans by the Depositor to the Issuer pursuant to the Sale Agreement constitutes 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 hereby Grants to the Indenture Trustee at the Closing Date, as Indenture Trustee for the benefit In consideration 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 premises 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 order to secure the payment of principal of and interest on, and any other amounts owing in respect ofthe Senior Loan, the NotesJunior Loan, equally the Senior Contingent Sum, the Junior Contingent Sum, interest thereon according to the terms of the Senior Facility Agreement, as assigned by the Transfer Certificate, the Junior Facility Agreement and ratably without prejudicethe Swap Agreement and the payment of all other such sums of money owing to the Creditors by the Owner from time to time under or in connection with the Senior Facility Agreement, priority or distinctionas assigned by the Transfer Certificate, the Junior Facility Agreement, the Swap Agreement and the Mortgage, as amended hereby (all such principal, interest and other sums being hereinafter called the "Outstanding Indebtedness"), and to secure the performance and observance of and compliance with all the provisions of this Indentureagreements, all as provided covenants and conditions in this Indenture. The Indenture Trusteethe the Senior Facility Agreement, as Indenture Trustee on behalf assigned by the Transfer Certificate, in the Junior Facility Agreement, in the Swap Agreement and in the Mortgage, as amended hereby, contained, the Owner has granted, conveyed and mortgaged and does by these presents grant, convey and mortgage to and in favor of the Holders New Mortgagee, its successors and assigns, the whole of the NotesVessel TO HAVE AND TO HOLD the same unto the New Mortgagee, acknowledges its successors and assigns, forever, upon the terms set forth in the Mortgage, as amended hereby, for the enforcement of the payment of the Outstanding Indebtedness; PROVIDED, HOWEVER, and the terms of the Mortgage are such Grantthat, accepts the trusts under this Indenture Mortgage shall be discharged, canceled and have no further effect when there shall be no further amounts payable to the New Mortgagee and the Creditors in accordance respect of the Outstanding Indebtedness and the Owner shall have complied with all of the provisions of this Indenture covenants, terms and agrees to perform its duties required conditions in this Indenture in accordance with the provisions of this IndentureMortgage, as amended hereby, the Senior Facility Agreement, the Junior Facility Agreement and the Swap Agreement, contained.

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 Administrative Agent, the NotesNoteholders, each Interest Rate Hedge Counterparty and each Currency Hedge Counterparty (to the extent that such Currency Hedge Counterparty and/or such Interest Rate Hedge Counterparty has entered into an agreement with the Issuer in connection with the transactions contemplated by the Relevant Documents), a security interest in 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 (2007-A SUBI Certificate, representing all of which are identified in World Omnithe Issuer’s computer files by a code indicating that such Receivables are owned by beneficial interest in, to and under (1) the Issuing Entity Contracts and pledged all Contract Payments, Casualty Payments, Prepayment Amounts and other amounts now due or hereafter becoming due with respect thereto, (2) all Replacement Contracts and all Contract Payments, Casualty Payments, Prepayment Amounts and other amounts now due or hereafter becoming due with respect thereto, (3) the Equipment and all Casualty Payments, Equipment Insurance Proceeds (other than proceeds of liability insurance to the Indenture Trusteeextent constituting Excluded Amounts), proceeds from the involuntary or voluntary disposition of the Equipment, payments made or due to the Issuer in connection with any requisition, confiscation, condemnation, seizure or forfeiture of all or any part of the Equipment and any other cash or non-cash receipts from the sale, exchange, collection or other disposition of the Equipment, and other amounts paid or to be paid with respect to the Equipment allocated to the 2007-A SUBI Certificate, (4) all other Original Assets and Replacement Assets, (5) all monies received thereon other Transferred Assets, (6) all guaranties, indemnities and in respect thereof after other rights securing or supporting the Cutoff Datevalue of any item of Equipment or the related Contract, and (7) all other 2007-A SUBI Assets; (b) any SUBI Certificate subjected to the security interests lien of this Indenture pursuant to a Supplement, representing all of the Issuer’s beneficial interest in, to and under the liens ontypes of property referred to in the foregoing clauses (a)(1) through (a)(7), but only to the Financed Vehicles granted extent that the beneficial ownership interest in, to and under such property is not already represented by Obligors in connection with the Receivables and any other interest of the Issuing Entity in such Financed Vehicles; a UTI Certificate or another SUBI Certificate, (c) any proceeds all moneys from time to time held by pending required deposit in the Collection Account and each other Securities Account established in accordance with respect to the Receivables from claims on any physical damageterms of this Indenture, 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 all moneys from time to time on behalf deposit in the Master Lockbox Account (to the extent of the DepositorIssuer’s interest and to the extent related to proceeds of collateral described in this granting clause), the Servicer or Collection Account and each other Securities Account established pursuant to this Indenture, including, without limitation, all investments and income from the Issuing Entity; investment of such moneys, (e) all rightrights of the Issuer under this Indenture, title each Supplement, the Servicing Agreement, each Transfer Agreement, the Lockbox Intercreditor Agreement (to the extent of the Issuer’s interest and interest to the extent related to income, payments or proceeds of collateral described in all funds on deposit inthis granting clause), and “financial assets” (as such term is defined in the Uniform Commercial Code as from time to time in effect) credited torelated SUBI Supplement for each SUBI Certificate pledged hereunder, the Trust AccountsAgreement (to the extent of the Issuer’s interest in the Collateral), including each Qualified Currency Hedge, each Interest Rate Hedge Agreement and the Reserve Accountother Relevant Documents, from time to time, including the Reserve Account Initial Deposit, and in all investments and proceeds thereof (including all income thereon); (f) all of the Receivables Purchase AgreementIssuer’s interest in, including to and under any of the RPA Assignmentitems in clause (a) and (b) of this Grant to the extent that any item thereof is owned by the Issuer directly, 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 “other accounts,” “, chattel paper,” “, general intangibles” , instruments and “promissory notes” (inventory, each such term as such terms are defined in the UCC) constituting or relating to , of the foregoing; Issuer and (h) all income, payments and proceeds of any and all of the foregoing and all present accessions to, substitutions and future claimsreplacements for, demandsand rents, causes of action profits, products, insurance proceeds, confiscation and/or condemnation awards, and choses in action in respect any other proceeds from the 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 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 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, (ii) the payment of all other sums payable under the Notes, this Indenture, the Interest Rate Hedge Agreements and the Currency Rate Hedge Agreements, or to secure the secured parties under the other Relevant Documents and (iii) compliance with the provisions of this IndentureIndenture with respect to the Notes and the Issuer’s obligations under the other Relevant Documents (the obligations set forth in clauses (i), all as provided in this Indenture(ii) and (iii) and under the other Relevant Documents, collectively the “Secured Obligations”). 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 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 Administrative Agent and the Noteholders, any Interest Rate Hedge Counterparty and any Currency Hedge Counterparty may be adequately and effectively protected as hereinafter provided. Notwithstanding the foregoing, the Indenture Trustee does not assume, and shall have no liability to perform, any of the Issuer’s obligations under any agreement included in this Indenture in accordance with the provisions Collateral and shall have no liability arising from the failure of this Indenturethe Issuer or any other Person to duly perform any such obligations.

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 With respect to the Storm 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 NotesStorm 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 Storm 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 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 Storm Recovery Charges, all monies received thereon revenues, collections, claims, rights, payments, money or proceeds of or arising from the Storm Recovery 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 Storm Recovery Charges from Customers), (b) the security interests inall Storm Recovery Charges related to such Storm 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 each Bill of Sale executed in connection therewith and all property and interests in property transferred under the Sale Agreement and such Bills of Sale with respect to such Storm Recovery Property and the Receivables from claims on any physical damageStorm 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 and any subservicing, agency, intercreditor, administration or collection agreements executed in connection therewith, to the Issuing Entity; extent related to the foregoing Storm Recovery Property and the Storm 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 Storm Recovery Charges in accordance with Section 23-18-903(h) of the Sale and Servicing Agreement, including the SSA Assignment (including the Issuing Entity’s right to cause World OmniSecuritization Act, 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 Storm 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, 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 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 Storm Recovery Bond Collateral: (i) cash that has been released pursuant to Section 8.02(e)(x) of the Indenture and, following retirement of all Outstanding Storm Recovery 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 Storm 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 NotesStorm Recovery Bonds and all fees, expenses, indemnity amounts, 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 Storm 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 Act and under the UCC to the extent that the provisions of the UCC are applicable hereto. The Issuer hereby authorizes the Indenture Trustee to file one or more financing statements (including amendments of financing statements and continuation statements if applicable) with respect to the Storm Recovery Bond Collateral, including , without limitation, one or more financing statements describing the collateral covered thereby as “all assets or all personal property of the debtor” or words of similar effect. The Indenture Trustee, as Indenture Trustee indenture trustee on behalf of the Holders Secured Parties of the NotesStorm 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 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, other than any Excluded Assets) constituting (individually, the “Collateral” and, collectively, the “Collateral Pool”), including the following: (i) fee title to, and, if applicable, leasehold interests in ground leases on, 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, the Liquidity Reserve Account, any Exchange Reserve Account established in connection with the Exchange Program, in each case, as applicable, any sub-accounts 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 Noteholders and distributions to the foregoing; 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 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, leasehold interests in ground leases on, 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 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, any Exchange Reserve Account, the Maintenance Reserve 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 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, (viii) insurance proceeds relating to the foregoing; and Properties, (hix) 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 (x) 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 in no event shall any of the foregoing items (a) through (i) shall not include any right, title or interest in, to or under the Notes and Trust Certificates (collectively, the “Collateral”)Exchange Account. 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”.