Common use of GRANTING CLAUSE Clause in Contracts

GRANTING CLAUSE. The 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 Issuer’s right, title and interest in and to, whether now owned or hereafter acquired, now existing or hereafter arising and wherever located (a) the Receivables listed on Schedule A and all moneys received thereon on or after the Cutoff Date; (b) the security interests in the Financed Vehicles and any accessions thereto granted by Obligors pursuant to the Receivables and any other interest of the Depositor in such Financed Vehicles; (c) any Liquidation Proceeds and any other proceeds from claims on any physical damage, 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 property that shall have secured a Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer, or the Issuer; (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, securities or other assets credited from time to time to the Trust Accounts and all investments therein and proceeds thereof (including all Investment Earnings thereon); (h) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement; and (i) 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 and other property that at any time constitute all or part of or are included in the proceeds of any of the foregoing (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, 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 to the best of its ability to the end that the interests of the Holders of the Notes may be adequately and effectively protected.

GRANTING CLAUSE. The Issuer hereby Grants to the Indenture Trustee at the Closing Date, as Indenture Trustee trustee for the benefit of the Holders of the Notes, all of the Issuer’s 's right, title and interest in and to, to whether now owned or hereafter acquired, now existing or hereafter arising and wherever located created by (a) the Receivables listed on Schedule A Mortgage Loans, Qualified Substitute Mortgage Loans and the proceeds thereof and all moneys received thereon on or after rights under the Cutoff DateRelated Documents; (b) the security interests all funds on deposit from time to time in the Financed Vehicles and any accessions thereto granted by Obligors pursuant Collection Account allocable to the Receivables and Mortgage Loans excluding any other interest of the Depositor in investment income from such Financed Vehiclesfunds; (c) any Liquidation Proceeds all funds on deposit from time to time in the Payment Account and any other in all proceeds from claims on any physical damage, credit, life or disability insurance policies covering Financed Vehicles or the related Obligors, including any vendor’s single interest or other collateral protection insurance policythereof; (d) any property that shall have secured a Receivable and that shall have been acquired by or on behalf of all rights under (i) the Depositor, the Servicer, or Mortgage Loan Purchase Agreement as assigned to the Issuer, (ii) the Servicing Agreement, (iii) any title, hazard and primary insurance policies with respect to the Mortgaged Properties and (iv) the rights with respect to the Cap Contracts; (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, securities or other assets credited from time to time to the Trust Accounts and all investments therein and proceeds thereof (including all Investment Earnings thereon); (h) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement; and (i) 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 under, and all proceeds of every kind and nature whatsoever in respect of of, any or all of the foregoingforegoing and all payments on or under, including and all proceeds of every kind and nature whatsoever in the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind kind, and other forms of obligations and receivables, instruments and other property that which at any time constitute all or part of or are included in the proceeds of any of the foregoing and (f) all other property of the Issuer (collectively, the “"Trust Estate" or 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 trustee on behalf of the Holders of the Notes, acknowledges such Grant, accepts the trusts trust under this Indenture in accordance with the provisions of this Indenture hereof and agrees to perform its duties as Indenture Trustee as required in this Indenture to the best of its ability to the end that the interests of the Holders of the Notes may be adequately and effectively protectedherein.

GRANTING CLAUSE. The Issuer hereby Grants to the Indenture Trustee at on the Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, all of the Issuer’s right, title and interest in in, to and tounder, whether now owned or hereafter acquired, now existing or hereafter acquired or arising and wherever located (ai) the Receivables listed on Schedule A and Receivables; (ii) all moneys amounts received thereon on or in respect of the Receivables after the Cutoff Date; (biii) the security interests in the Financed Vehicles and any accessions thereto granted by the Obligors pursuant to the Receivables and any other interest of the Depositor Issuer in such Financed Vehicles; (civ) any Liquidation Proceeds and any other all proceeds from claims on or refunds of premiums with respect to any physical damage, credittheft, GAP, credit life or credit disability insurance policies covering relating to the Financed Vehicles or the related Obligors; (v) the Receivable Files; (vi) the Collection Account, the Note Payment Account and the Reserve Account and all amounts, securities, financial assets, investments and other property deposited in or credited to any of the foregoing and all proceeds thereof; (vii) all rights of the Depositor under the Receivables Purchase Agreement, including any vendor’s single interest or other collateral protection insurance policythe right to require the Seller to repurchase Receivables from the Depositor; (dviii) all rights of the Issuer under the Sale and Servicing Agreement, including the right to require the Servicer to purchase Receivables from the Issuer; (ix) the right to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and that shall have been acquired repossessed by or on behalf of the Depositor, the Servicer, or the Issuer; (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, securities or other assets credited from time to time to the Trust Accounts and all investments therein and proceeds thereof (including all Investment Earnings thereon); (h) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement; and (ix) 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, acceptancesgeneral intangibles, chattel paper, checksinstruments, documents, money, investment property, deposit accounts, letters of credit, letter-of-credit rights, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations obligations; and receivables, instruments and all other property that which at any time constitute constitutes all or part of or are is included in the proceeds of any of the foregoing (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 GrantXxxxx, 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 best of its ability to the end that the interests of the Holders of the Notes may be adequately and effectively protected.

GRANTING CLAUSE. The 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 Issuer’s its right, title and interest in, to and under the following assets, in and toeach case, whether now owned or hereafter acquired, now existing or hereafter arising and wherever located acquired or arising, (ai) the Receivables listed on Schedule A Receivables, (ii) all amounts due and all moneys received thereon collected on or in respect of the Receivables after the Cutoff Date; , (biii) the security interests in the Financed Vehicles and any accessions thereto granted by the Obligors pursuant to the Receivables and any other interest of the Depositor in such Financed Vehicles; Receivables, (civ) any Liquidation Proceeds and any other all proceeds from claims on any physical damage, credit, 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 related Obligors, (v) 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 of the foregoing and all proceeds thereof, (vii) all rights of the Depositor under the Receivables Purchase Agreement, including any vendor’s single interest or other collateral protection insurance policy; the right to require the Seller to repurchase certain Receivables from the Depositor, (dviii) any proceeds of Dealer Recourse, (ix) all rights of the Issuer under the Sale and Servicing Agreement, including the 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 right to receive future Net Liquidation Proceeds and Recoveries) that shall have secured a Receivable and that shall have been acquired repossessed by or on behalf of the DepositorIssuer, the Servicer, or the Issuer; (exi) all documents and other items contained in the Receivable Files; (f) the Sale and Servicing Agreement including all of the DepositorIssuer’s rights, rights and benefits under the First-Tier Assignment (but none of its obligations, under the Receivables Purchase Agreement assigned to the Issuer pursuant to the Sale and Servicing Agreement; (gobligations or burdens) all right, title and interest in the Trust Accounts, all funds, securities or other assets credited from time to time to the Trust Accounts and all investments therein and proceeds thereof (including all Investment Earnings thereon); (h) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement; and (ixii) 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 and other property that which at any time constitute all or part of or are included in the proceeds of any of the foregoing (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, except as otherwise provided in this Indenture and (ii) 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 trustee on behalf of the Holders of the NotesNoteholders, acknowledges such GrantXxxxx, 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 terms hereof. The Issuer hereby authorizes the filing of a 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 best of its ability to the end that the interests of the Holders of the Notes may be adequately extent required by law, any obligations with respect to) such assets whether now owned or existing or hereafter arising or acquired and effectively protected.wheresoever located. ARTICLE ONE

GRANTING CLAUSE. The Issuer hereby Grants to the Indenture Trustee at the Closing Date, as Indenture Trustee trustee for the benefit of the Holders of the Notes, all of the Issuer’s 's right, title and interest in and to, to whether now owned or hereafter acquired, now existing or hereafter arising and wherever located created (a) the Receivables listed on Schedule A and all moneys received thereon on or after the Cutoff Date; Home Loans, (b) the security interests all funds on deposit from time to time in the Financed Vehicles Payment Account and any accessions thereto granted by Obligors pursuant to the Receivables and any other interest of the Depositor in such Financed Vehiclesall proceeds thereof; (c) any Liquidation Proceeds the Credit Enhancement Instrument and any other proceeds from claims on any physical damage, 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 property that shall have secured a Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer, or the Issuer; (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, securities or other assets credited from time to time to the Trust Accounts and all investments therein and proceeds thereof (including all Investment Earnings thereon); (h) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement; and (i) 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 under, and all proceeds of every kind and nature whatsoever in respect of of, any or all of the foregoingforegoing and all payments on or under, including and all proceeds of every kind and nature whatsoever in the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind kind, and other forms of obligations and receivables, instruments and other property that which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “"Trust Estate" or 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 foregoing Grant shall inure to the benefit of the Credit Enhancer in respect of draws made on the Credit Enhancement Instrument and amounts owing from time to time pursuant to the Insurance Agreement (regardless of whether such amounts relate to the Notes or the Certificates), and such Grant shall continue in full force and effect for the benefit of the Credit Enhancer until all such amounts owing to it have been repaid in full. The Indenture Trustee, as trustee on behalf of the Holders of the Notes, acknowledges such Grant, accepts the trusts under this trust unxxx xhis Indenture in accordance with the provisions of this Indenture hereof and agrees to perform its duties as Indenture Trustee as required in this Indenture to the best of its ability to the end that the interests of the Holders of the Notes may be adequately and effectively protectedherein.

GRANTING CLAUSE. The Issuer hereby 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 the NotesClass 1-A Notes and the Credit Enhancer, all of the Issuer’s right, title 's interest existing now or in the future in: o the Loan Group 1 Mortgage Loans including their Asset Balances (including all Additional Balances) and interest in and to, whether now owned or hereafter acquired, now existing or hereafter arising and wherever located (a) the Receivables listed on Schedule A related Mortgage Files and all moneys property that secures the Loan Group 1 Mortgage Loans and all property that is acquired by foreclosure or deed in lieu of foreclosure, and all collections received thereon on or each Group 1 Mortgage Loan after the Cutoff Cut-off Date (excluding payments due by the Cut-off Date); (b) o the security interests in the Financed Vehicles and any accessions thereto granted by Obligors pursuant Issuer's rights under hazard insurance policies related to the Receivables and any other Loan Group 1 Mortgage Loans ; o the interest of the Depositor Issuer in such Financed Vehicles; (c) any Liquidation Proceeds and any other proceeds from claims on any physical damage, 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 property that shall have secured a Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer, or the Issuer; (e) all documents and other items contained in the Receivable Files; (f) the Sale and Servicing Agreement including all of and the Depositor’s rights, but none of its obligations, under the Receivables Purchase Agreement assigned (including the Issuer's right to cause the Loan Group 1 Mortgage Loans to be repurchased); o all rights under any guaranty executed in connection with the Loan Group 1 Mortgage Loans ; o the Collection Account and the Payment Account maintained to hold collections related to the Issuer pursuant Loan Group 1 Mortgage Loans and their contents related to the Sale and Servicing AgreementLoan Group 1; (g) all right, title and interest in the Trust Accounts, all funds, securities or other assets credited o any Crossover Amount from time to time to the Trust Accounts and all investments therein and proceeds thereof (including all Investment Earnings thereon); (h) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer AgreementLoan Group 2; and (i) 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 instruments, and other property that at any time constitute all or any part of or are included in the proceeds of any of the foregoing (collectively, the “"Group 1 Collateral”"). The Issuer Grants to the Indenture Trustee for the notes referred to in the Adoption Annex at the Closing Date, as Indenture Trustee for the benefit of the Holders of the Class 2-A Notes and the Credit Enhancer, all of the Issuer's interest existing now or in the future in: o the Loan Group 2 Mortgage Loans including their Asset Balances (including all Additional Balances) and the related Mortgage Files and all property that secures the Loan Group 2 Mortgage Loans and all property that is acquired by foreclosure or deed in lieu of foreclosure, and all collections received on each Group 2 Mortgage Loan after the Cut-off Date (excluding payments due by the Cut-off Date); o the Issuer's rights under hazard insurance policies related to the Loan Group 2 Mortgage Loans ; o the interest of the Issuer in the Sale and Servicing Agreement and the Purchase Agreement (including the Issuer's right to cause the Loan Group 2 Mortgage Loans to be repurchased); o all rights under any guaranty executed in connection with the Loan Group 2 Mortgage Loans ; o the Collection Account and the Payment Account maintained to hold collections related to the Loan Group 2 Mortgage Loans and their contents related to Loan Group 2; o any Crossover Amount from Loan Group 1, and o all present and future claims, demands, causes of action, and choses in action regarding any of the foregoing Grant is and all payments on and all proceeds from any of the foregoing, including all proceeds of their conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of every kind, and other forms of obligations, instruments, and other property that at any time constitute any part of or are included in the proceeds of any of the foregoing (collectively, the "Group 2 Collateral"). The Notes will have the benefit of the Insurance policy issued by the Credit Enhancer. These Grants are made in trust to secure (i) 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 (ii) to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The foregoing Grants shall inure to the benefit of the Credit Enhancer to the extent of draws made on the Policy and amounts owing under the Insurance Agreement, and shall continue for the benefit of the Credit Enhancer until all amounts owed the Credit Enhancer have been repaid in full. The Indenture Trustee, as Indenture Trustee on behalf of the Holders of Noteholders and the NotesCredit Enhancer, acknowledges such Grantthe Grants, accepts the trusts under this Indenture in accordance with the provisions of this Indenture Indenture, and agrees to perform its duties required in this Indenture to in accordance with its terms and the best of its ability to the end that the interests terms of the Holders of the Notes may be adequately and effectively protectedTransaction Documents.

GRANTING CLAUSE. The Issuer hereby Grants to the Indenture Trustee at the Closing Date, as Indenture Trustee trustee for the benefit of the Holders of the NotesBonds, all of the Issuer’s 's right, title and interest in and to, to whether now owned or hereafter acquired, now existing or hereafter arising and wherever located created by (a) the Receivables listed on Schedule A Mortgage Loans, Eligible Substitute Mortgage Loans and the proceeds thereof and all moneys received thereon on or after rights under the Cutoff DateRelated Documents; (b) the security interests all funds on deposit from time to time in the Financed Vehicles and any accessions thereto granted by Obligors pursuant Collection Account allocable to the Receivables and Mortgage Loans excluding any other interest of the Depositor in investment income from such Financed Vehiclesfunds; (c) any Liquidation Proceeds all funds on deposit from time to time in the Payment Account and any other in all proceeds from claims on any physical damage, credit, life or disability insurance policies covering Financed Vehicles or the related Obligors, including any vendor’s single interest or other collateral protection insurance policythereof; (d) all rights under (i) the Mortgage Loan Sale and Contribution Agreement as assigned to the Issuer, (ii) the Servicing Agreement and any property that shall have secured a Receivable Subservicing Agreements, (iii) any title, hazard and that shall have been acquired by or on behalf of primary insurance policies with respect to the Depositor, Mortgaged Properties and (iv) the Servicer, or rights with respect to the Derivative Contracts and the Special Certificate Cap Contract as assigned to the Issuer; and (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, securities or other assets credited from time to time to the Trust Accounts and all investments therein and proceeds thereof (including all Investment Earnings thereon); (h) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement; and (i) 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 under, and all proceeds of every kind and nature whatsoever in respect of of, any or all of the foregoingforegoing and all payments on or under, including and all proceeds of every kind and nature whatsoever in the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind kind, and other forms of obligations and receivables, instruments and other property that which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “"Trust Estate" or 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 NotesBonds, 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 trustee on behalf of the Holders of the NotesBonds, acknowledges such Grant, accepts the trusts trust under this Indenture in accordance with the provisions of this Indenture hereof and agrees to perform its duties as Indenture Trustee as required in this Indenture to the best of its ability to the end that the interests of the Holders of the Notes may be adequately and effectively protectedherein.

GRANTING CLAUSE. The Issuer hereby Grants to the Indenture Trustee at the Closing Date, as Indenture Trustee trustee for the benefit of the Holders of the Notes, all of the Issuer’s 's right, title and interest in and to, to whether now owned or hereafter acquired, now existing or hereafter arising and wherever located created by (a) the Receivables listed on Schedule A Mortgage Loans and all moneys received thereon on or after the Cutoff Date; proceeds thereof, (b) the security interests all funds on deposit in the Financed Vehicles Funding Account, including all income from the investment and any accessions thereto granted by Obligors pursuant to the Receivables and any other interest reinvestment of the Depositor in such Financed Vehicles; funds therein, (c) all funds on deposit from time to time in the Collection Account allocable to the Mortgage Loans excluding any Liquidation Proceeds and any other proceeds investment income from claims on any physical damage, credit, life or disability insurance policies covering Financed Vehicles or the related Obligors, including any vendor’s single interest or other collateral protection insurance policysuch funds; (d) any property that shall have secured a Receivable all funds on deposit from time to time in the Payment Account and that shall have been acquired by or on behalf of the Depositor, the Servicer, or the Issuerin all proceeds thereof; (e) all documents the Policy 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, securities or other assets credited from time to time to the Trust Accounts and all investments therein and proceeds thereof (including all Investment Earnings thereon); (h) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement; and (i) all present and future claims, demands, causes of action and choses chooses in action in respect of any or all of the foregoing and all payments on or under under, and all proceeds of every kind and nature whatsoever in respect of of, any or all of the foregoingforegoing and all payments on or under, including and all proceeds of every kind and nature whatsoever in the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind kind, and other forms of obligations and receivables, instruments and other property that which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “"Trust Estate" or 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 trustee on behalf of the Holders of the Notes, acknowledges such Grant, accepts the trusts trust under this Indenture in accordance with the provisions of this Indenture pxxxxxions hereof and agrees to perform its duties as Indenture Trustee as required in this Indenture to the best of its ability to the end that the interests of the Holders of the Notes may be adequately and effectively protectedherein.

GRANTING CLAUSE. The Issuer hereby Grants to the Indenture Trustee at the Closing Date, as Indenture Trustee trustee for the benefit of the Holders of the Notes, all of the Issuer’s 's right, title and interest in and to, to whether now owned or hereafter acquired, now existing or hereafter arising and wherever located created by (a) the Receivables listed on Schedule A Mortgage Loans and all moneys received thereon on or after the Cutoff Date; proceeds thereof, (b) the security interests all funds on deposit in the Financed Vehicles Funding Account, including all income from the investment and any accessions thereto granted by Obligors pursuant to the Receivables and any other interest reinvestment of the Depositor in such Financed Vehicles; funds therein, (c) all funds on deposit from time to time in the Collection Account allocable to the Mortgage Loans excluding any Liquidation Proceeds and any other proceeds investment income from claims on any physical damage, credit, life or disability insurance policies covering Financed Vehicles or the related Obligors, including any vendor’s single interest or other collateral protection insurance policysuch funds; (d) any property that shall have secured a Receivable all funds on deposit from time to time in the Payment Account and that shall have been acquired by or on behalf of the Depositor, the Servicer, or the Issuerin all proceeds thereof; (e) all documents the Policy 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, securities or other assets credited from time to time to the Trust Accounts and all investments therein and proceeds thereof (including all Investment Earnings thereon); (h) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement; and (i) all present and future claims, demands, causes of action and choses chooses in action in respect of any or all of the foregoing and all payments on or under under, and all proceeds of every kind and nature whatsoever in respect of of, any or all of the foregoingforegoing and all payments on or under, including and all proceeds of every kind and nature whatsoever in the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind kind, and other forms of obligations and receivables, instruments and other property that which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “"Trust Estate" or 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 trustee on behalf of the Holders of the Notes, acknowledges such Grant, accepts the trusts trust under this Indenture in accordance with the provisions of this Indenture xxxxxsions hereof and agrees to perform its duties as Indenture Trustee as required in this Indenture to the best of its ability to the end that the interests of the Holders of the Notes may be adequately and effectively protectedherein.

GRANTING CLAUSE. The 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 Issuer’s right, title and interest in, to and under the following assets, in and toeach case, whether now owned or hereafter acquired, now existing or hereafter arising and wherever located acquired or arising, (ai) the Receivables listed on Schedule A Receivables, (ii) all amounts due and all moneys received thereon collected on or in respect of the Receivables after the Cutoff Date; , (biii) the security interests in the Financed Vehicles and any accessions thereto granted by the Obligors pursuant to the Receivables and any other interest of the Depositor in such Financed Vehicles; Receivables, (civ) any Liquidation Proceeds and any other all proceeds from claims on any physical damage, credit, 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 related Obligors, (v) 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 of the foregoing and all proceeds thereof, (vii) all rights of the Depositor under the Receivables Purchase Agreement, including any vendor’s single interest or other collateral protection insurance policy; the right to require the Seller to repurchase certain Receivables from the Depositor, (dviii) any proceeds of Dealer Recourse, (ix) all rights of the Issuer under the Sale and Servicing Agreement, including the 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 right to receive future Net Liquidation Proceeds and Recoveries) that shall have secured a Receivable and that shall have been acquired repossessed by or on behalf of the DepositorIssuer, the Servicer, or the Issuer; (exi) all documents and other items contained in the Receivable Files; (f) the Sale and Servicing Agreement including all of the DepositorIssuer’s rights, rights and benefits under the First-Tier Assignment (but none of its obligations, under the Receivables Purchase Agreement assigned to the Issuer pursuant to the Sale and Servicing Agreement; (gobligations or burdens) all right, title and interest in the Trust Accounts, all funds, securities or other assets credited from time to time to the Trust Accounts and all investments therein and proceeds thereof (including all Investment Earnings thereon); (h) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement; and (ixii) 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 and other property that which at any time constitute all or part of or are included in the proceeds of any of the foregoing (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, except as otherwise provided in this Indenture and (ii) 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 trustee on behalf of the Holders of the NotesNoteholders, acknowledges such GrantXxxxx, 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 terms hereof. The Issuer hereby authorizes the filing of a 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 best of its ability to the end that the interests of the Holders of the Notes may be adequately extent required by law, any obligations with respect to) such assets whether now owned or existing or hereafter arising or acquired and effectively protected.wheresoever located. ARTICLE ONE

GRANTING CLAUSE. The 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 Issuer’s its right, title and interest in, to and under the following assets, in and toeach case, whether now owned or hereafter acquired, now existing or hereafter arising and wherever located acquired or arising, (ai) the Receivables listed on Schedule A Receivables, (ii) all amounts due and all moneys received thereon collected on or in respect of the Receivables after the Cutoff Date; , (biii) the security interests (including in the Financed Vehicles and any accessions thereto Equipment) granted by the Obligors pursuant to the Receivables and any other interest of the Depositor in such Financed Vehicles; Receivables, (civ) any Liquidation Proceeds and any other all proceeds from claims on any physical damage, credit, life or disability insurance policies covering relating to the Receivables, the Financed Vehicles Equipment or the related Obligors, (v) 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 of the foregoing and all proceeds thereof, (vii) all rights of the Depositor under the Receivables Purchase Agreement, including any vendor’s single interest the right to require the Seller to repurchase certain Receivables from the Depositor, (viii) all rights of the Issuer under the Sale and Servicing Agreement, including the right to require the Seller to repurchase or other collateral protection insurance policy; the Servicer to purchase certain Receivables from the Issuer, (dix) the right to realize upon any property (including the right to receive future Net Liquidation Proceeds and Recoveries) that shall have secured a Receivable and that shall have been acquired repossessed by or on behalf of the DepositorIssuer, the Servicer, or the Issuer; (ex) all documents and other items contained in the Receivable Files; (f) the Sale and Servicing Agreement including all of the DepositorIssuer’s rights, rights and benefits under the First-Tier Assignment (but none of its obligations, under the Receivables Purchase Agreement assigned to the Issuer pursuant to the Sale and Servicing Agreement; (gobligations or burdens) all right, title and interest in the Trust Accounts, all funds, securities or other assets credited from time to time to the Trust Accounts and all investments therein and proceeds thereof (including all Investment Earnings thereon); (h) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement; and (ixi) 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 and other property that which at any time constitute all or part of or are included in the proceeds of any of the foregoing (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, except as otherwise provided in this Indenture and (ii) 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 trustee on behalf of the Holders of the NotesNoteholders, acknowledges such GrantXxxxx, 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 terms hereof. The Issuer hereby authorizes the filing of a 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 best of its ability to the end that the interests of the Holders of the Notes may be adequately extent required by law, any obligations with respect to) such assets whether now owned or existing or hereafter arising or acquired and effectively protected.wheresoever located. ARTICLE ONE

GRANTING CLAUSE. The 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 Issuer’s right, title and interest in and to, whether now owned or hereafter acquired, now existing or hereafter arising and wherever located (a) the Receivables listed on Schedule A and all moneys received thereon on or after the Cutoff Date; (b) the security interests in the Financed Vehicles and any accessions thereto granted by Obligors pursuant to the Receivables and any other interest of the Depositor in such Financed Vehicles; (c) any Liquidation Proceeds and any other proceeds from claims on any physical damage, 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 property that shall have secured a Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer, or the Issuer; (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, securities or other assets credited from time to time to the Trust Accounts and all investments therein and proceeds thereof (including all Investment Earnings thereonon the Reserve Account and the initial Reserve Account Deposit); (h) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement; and (i) 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 and other property that at any time constitute all or part of or are included in the proceeds of any of the foregoing (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, 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 to the best of its ability to the end that the interests of the Holders of the Notes may be adequately and effectively protected.

GRANTING CLAUSE. The Bond Issuer hereby Grants to the Indenture Bond Trustee at the Closing Issuance Date, as Indenture Bond Trustee for the benefit of the Holders of the NotesBonds and the Bond Trustee, all of the Bond Issuer’s right, title and interest in and to, whether now owned or hereafter acquired, now existing or hereafter arising and wherever located to (a) the Receivables listed on Schedule A Phase-In-Recovery Property (created by Sections 4928.232, 4928.234 and all moneys received thereon on or after 4928.2312 of the Cutoff Date; (bStatute and paragraph VI.A(6) of the security interests in Financing Order) transferred by the Financed Vehicles and any accessions thereto granted by Obligors pursuant Seller to the Receivables and any other interest of the Depositor in such Financed Vehicles; (c) any Liquidation Proceeds and any other proceeds from claims on any physical damage, 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 property that shall have secured a Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer, or the Issuer; (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 Bond Issuer pursuant to the Sale Agreement and all proceeds thereof, (b) the Statutory Lien, (c) the Sale Agreement, (d) the Servicing Agreement; , (e) the Administration Agreement, (f) the Collection Account (including all subaccounts thereof) and all amounts or investment property on deposit therein or credited thereto from time to time, (g) all right, title and interest in the Trust Accounts, all funds, securities or other assets credited property of whatever kind owned from time to time to by the Trust Accounts Bond Issuer, including accounts, general intangibles, equipment, deposit accounts, securities accounts and all investments therein and proceeds thereof (including all Investment Earnings thereon); inventory, (h) any proceeds from any Receivable repurchased the security interest with respect to the Phase-In-Recovery Property granted by a Dealer pursuant the Seller to a Dealer the Bond Issuer in the Sale Agreement; and , (i) 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, securities accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind kind, and other forms of obligations and receivables, instruments and other property that which at any time constitute all or part of or are included in the proceeds of any of the foregoing and (j) all proceeds of the foregoing (collectively, the “Collateral”; it being understood that the following do not constitute Collateral: (i) amounts required to be released pursuant to or contemplated by the terms hereof and (ii) proceeds from the sale of the Bonds required to pay the purchase price of the Phase-In-Recovery Property paid pursuant to the Sale Agreement and the costs of issuance with respect to the Bonds or an allocable portion of the Certificates as set forth on the flow of funds memorandum delivered on the Issuance Date (together with any interest earnings thereon), it being understood that such amounts described in clauses (i) and (ii) above shall not be subject to Section 3.19. The foregoing Grant is Grants are made to the Bond Trustee in trust to secure (i) the payment of principal of and of, interest on, and any all other amounts (which shall include all amounts payable to the Bond Trustee under this Bond Indenture, the Certificate Indenture, the Fee and Indemnity Agreement and the other Basic Documents) owing in respect of, the NotesBonds, including all amounts payable to the Bond Trustee, the Certificate Trustee and the Delaware Trustee under this Bond Indenture, the Certificate Indenture, the Fee and Indemnity Agreement and the other Basic Documents, equally and ratably without prejudice, priority or distinction, except as expressly provided in this Bond Indenture, and (ii) to secure compliance with the provisions of this IndentureBond Indenture with respect to the Bonds, all as provided in this IndentureBond Indenture (collectively, the “Secured Obligations”). This Bond Indenture constitutes a security agreement within the meaning of the UCC or the Statute to the extent that, under Ohio law, the provisions of the UCC or the Statute are applicable hereto. The Indenture Bond Trustee, as trustee on behalf of the Holders of the NotesBonds and as agent for itself, acknowledges such GrantGrants, accepts the trusts under this Indenture hereunder in accordance with the provisions of this Indenture hereof and agrees to perform its duties specifically required in this Indenture herein. AND IT IS HEREBY COVENANTED, DECLARED AND AGREED between the parties hereto that all Bonds are to be issued, countersigned and delivered and that all of the Collateral is to be held and applied, subject to the best of further covenants, conditions, releases, uses and trusts hereinafter set forth, and the Bond Issuer, for itself and any successor, does hereby covenant and agree to and with the Bond Trustee and its ability to successors in said trust, for the end that the interests benefit of the Holders of and the Notes may be adequately and effectively protected.Bond Trustee, as follows:

GRANTING CLAUSE. The Issuer hereby Grants to the Indenture Trustee at the Closing Date, as Indenture Trustee trustee for the benefit of the Holders of the Notes, all of the Issuer’s right, title and interest in and to, to whether now owned or hereafter acquired, now existing or hereafter arising and wherever located created by (a) the Receivables listed on Schedule A Mortgage Loans, Eligible Substitute Mortgage Loans and the proceeds thereof and all moneys received thereon on or after rights under the Cutoff DateRelated Documents; (b) the security interests all funds on deposit from time to time in the Financed Vehicles and any accessions thereto granted by Obligors pursuant Collection Account allocable to the Receivables and Mortgage Loans excluding any other interest of the Depositor in investment income from such Financed Vehiclesfunds; (c) any Liquidation Proceeds all funds on deposit from time to time in the Payment Account and any other in all proceeds from claims on any physical damage, credit, life or disability insurance policies covering Financed Vehicles or the related Obligors, including any vendor’s single interest or other collateral protection insurance policythereof; (d) any property that shall have secured a Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer, or the Issuer; all rights under (e) all documents and other items contained in the Receivable Files; (fi) the Mortgage Loan Sale and Servicing Contribution Agreement including all of the Depositor’s rights, but none of its obligations, under the Receivables Purchase Agreement as assigned to the Issuer pursuant Issuer, (ii) the Servicing Agreement, (iii) any title, hazard and primary insurance policies with respect to the Sale Mortgaged Properties and Servicing Agreement; (giv) all right, title and interest in the Trust Accounts, all funds, securities or other assets credited from time to time rights with respect to the Trust Accounts and all investments therein and proceeds thereof (including all Investment Earnings thereon); (h) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement; Interest Rate Swap Agreement and (ie) 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 under, and all proceeds of every kind and nature whatsoever in respect of of, any or all of the foregoingforegoing and all payments on or under, including and all proceeds of every kind and nature whatsoever in the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind kind, and other forms of obligations and receivables, instruments and other property that which at any time constitute all or part of or are included in the proceeds of any of the foregoing (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 trustee on behalf of the Holders of the Notes, acknowledges such GrantGxxxx, accepts the trusts trust under this Indenture in accordance with the provisions of this Indenture hereof and agrees to perform its duties as Indenture Trustee as required in this Indenture to the best of its ability to the end that the interests of the Holders of the Notes may be adequately and effectively protectedherein.

GRANTING CLAUSE. The Issuer hereby Grants to the Indenture Trustee at the Closing Date, as Indenture Trustee on behalf of and for the benefit of the Holders Noteholders and the Swap Counterparties, without recourse, subject to the terms of this Indenture and the Notesother Transaction Documents, a continuing security interest and lien on all of the Issuer’s right, title and interest in and toto all accounts, cash and currency, chattel paper, tangible chattel paper, electronic chattel paper, copyrights, copyright licenses, equipment, fixtures, general intangibles, instruments, commercial tort claims, deposit accounts, inventory, investment property, letter-of-credit rights, software, supporting obligations, accessions, and other rights or property consisting of, arising out of, or related to (i) the Loans and all other assets included or to be included from time to time in the Loan Assets, whether now owned or hereafter acquired, now existing or hereafter arising or acquired, other than the Retained Interest and wherever located (a) the Receivables listed on Schedule A and all moneys received thereon on or after the Cutoff DateExcluded Amounts, if any, as they may exist from time to time; (b) the security interests in the Financed Vehicles and any accessions thereto granted by Obligors pursuant to the Receivables and any other interest of the Depositor in such Financed Vehicles; (c) any Liquidation Proceeds and any other proceeds from claims on any physical damage, 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 property that shall have secured a Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer, or the Issuer; (eii) all documents payments under any Swap; and other items contained in the Receivable Files; (fiii) the Sale and Servicing Agreement including all of the DepositorIssuer’s rightsright, title and interest (but none of its obligations, ) under the Receivables Purchase Agreement assigned to the Issuer pursuant to the Sale Transfer and Servicing Agreement; (g) all right, title and interest in the Trust Accounts, all funds, securities or other assets credited from time to time including but not limited to the Trust Accounts Issuer’s right to exercise the remedies created by the Transfer and all investments therein and proceeds thereof (including all Investment Earnings thereon); (h) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement; and (i) 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 and other property that at any time constitute all or part of or are included in the proceeds of any of the foregoing Servicing Agreement (collectively, the “Indenture 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 distinctiondistinction and all other sums owing by the Issuer hereunder or under any other Transaction Document or under any Swap Transaction, 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 Noteholders and on behalf of the NotesSwap Counterparties, acknowledges such Grant, accepts the trusts trust under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture to the best of its ability to the end that the interests of the Holders of the Notes may be adequately and effectively protectedability.

GRANTING CLAUSE. The Issuer Issuing Entity, 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 set forth herein, and to secure compliance with the provisions of this Indenture, hereby Grants in trust to the Indenture Trustee at on the Closing Date, as Indenture Trustee trustee for the benefit of the Holders of the NotesNoteholders, all of the Issuersuch Person’s right, title and interest in and tointerest, whether now owned or hereafter acquired, now existing or hereafter arising in and wherever located to (ai) the Receivables listed on Schedule A and all moneys received thereon on or after the Cutoff Date; (b) the security interests in the Financed Vehicles and any accessions thereto granted by Obligors pursuant to the Receivables and any other interest of the Depositor in such Financed Vehicles; (c) any Liquidation Proceeds and any other proceeds from claims on any physical damage, 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 property that shall have secured a Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer, or the Issuer; (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, securities or other assets credited from time to time to the Trust Accounts and all investments therein and proceeds thereof (including all Investment Earnings thereon); (h) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement; Estate and (iii) 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, 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 instruments, securities, financial assets and other property that at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “Collateral”), in each case as such terms are defined herein. 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 trustee on behalf of the Holders of the NotesNoteholders, acknowledges such the foregoing 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 in accordance with the best provisions of its ability to the end that the interests of the Holders of the Notes may be adequately and effectively protectedthis Indenture.

GRANTING CLAUSE. The Issuer hereby 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 the NotesClass 1-A Notes and the Credit Enhancer, all of the Issuer’s right, title 's interest existing now or in the future in: o the Loan Group 1 Mortgage Loans including their Asset Balances (including all Additional Balances) and interest in and to, whether now owned or hereafter acquired, now existing or hereafter arising and wherever located (a) the Receivables listed on Schedule A related Mortgage Files and all moneys property that secures the Loan Group 1 Mortgage Loans and all property that is acquired by foreclosure or deed in lieu of foreclosure, and all collections received thereon on or each Group 1 Mortgage Loan after the Cutoff Cut-off Date (excluding payments due by the Cut-off Date); (b) o the security interests in the Financed Vehicles and any accessions thereto granted by Obligors pursuant Issuer's rights under hazard insurance policies related to the Receivables and any other Loan Group 1 Mortgage Loans ; o the interest of the Depositor Issuer in such Financed Vehicles; (c) any Liquidation Proceeds and any other proceeds from claims on any physical damage, 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 property that shall have secured a Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer, or the Issuer; (e) all documents and other items contained in the Receivable Files; (f) the Sale and Servicing Agreement including all of and the Depositor’s rights, but none of its obligations, under the Receivables Purchase Agreement assigned (including the Issuer's right to cause the Loan Group 1 Mortgage Loans to be repurchased); o all rights under any guaranty executed in connection with the Loan Group 1 Mortgage Loans ; o the Collection Account and the Payment Account maintained to hold collections related to the Issuer pursuant Loan Group 1 Mortgage Loans and their contents related to the Sale and Servicing AgreementLoan Group 1; (g) all right, title and interest in the Trust Accounts, all funds, securities or other assets credited o any Crossover Amount from time to time to the Trust Accounts and all investments therein and proceeds thereof (including all Investment Earnings thereon); (h) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer AgreementLoan Group 2; and (i) 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 instruments, and other property that at any time constitute all or any part of or are included in the proceeds of any of the foregoing (collectively, the “"Group 1 Collateral”"). The Issuer Grants to the Indenture Trustee for the notes referred to in the Adoption Annex at the Closing Date, as Indenture Trustee for the benefit of the Holders of the Class 2-A Notes and the Credit Enhancer, all of the Issuer's interest existing now or in the future in: o the Loan Group 2 Mortgage Loans including their Asset Balances (including all Additional Balances) and the related Mortgage Files and all property that secures the Loan Group 2 Mortgage Loans and all property that is acquired by foreclosure or deed in lieu of foreclosure, and all collections received on each Group 2 Mortgage Loan after the Cut-off Date (excluding payments due by the Cut-off Date); o the Issuer's rights under hazard insurance policies related to the Loan Group 2 Mortgage Loans ; o the interest of the Issuer in the Sale and Servicing Agreement and the Purchase Agreement (including the Issuer's right to cause the Loan Group 2 Mortgage Loans to be repurchased); o all rights under any guaranty executed in connection with the Loan Group 2 Mortgage Loans ; o the Collection Account and the Payment Account maintained to hold collections related to the Loan Group 2 Mortgage Loans and their contents related to Loan Group 2; o any Crossover Amount from Loan Group 1, and o all present and future claims, demands, causes of action, and choses in action regarding any of the foregoing Grant is and all payments on and all proceeds from any of the foregoing, including all proceeds of their conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of every kind, and other forms of obligations, instruments, and other property that at any time constitute any part of or are included in the proceeds of any of the foregoing (collectively, the "Group 2 Collateral"). The Notes will have the benefit of the Policy issued by the Credit Enhancer. These Grants are made in trust to secure (i) 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 (ii) to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The foregoing Grants shall inure to the benefit of the Credit Enhancer to the extent of draws made on the Policy and amounts owing under the Insurance Agreement, and shall continue for the benefit of the Credit Enhancer until all amounts owed the Credit Enhancer have been repaid in full. The Indenture Trustee, as Indenture Trustee on behalf of the Holders of Noteholders and the NotesCredit Enhancer, acknowledges such Grantthe Grants, accepts the trusts under this Indenture in accordance with the provisions of this Indenture Indenture, and agrees to perform its duties required in this Indenture to in accordance with its terms and the best of its ability to the end that the interests terms of the Holders of the Notes may be adequately and effectively protectedTransaction Documents.

GRANTING CLAUSE. The 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 NotesSeries [ ] Environmental Control Bonds, (ii) the Indenture Trustee and [(iii) each Swap Counterparty] all of the Issuer’s right, title and interest in and to, (whether now owned or hereafter acquiredhereinafter acquired or arising) in, now existing or hereafter arising to and wherever located under (a) the Receivables listed on Schedule A and all moneys received thereon on or after Transferred Environmental Control Property transferred by the Cutoff Date; (b) the security interests in the Financed Vehicles and any accessions thereto granted by Obligors pursuant to the Receivables and any other interest of the Depositor in such Financed Vehicles; (c) any Liquidation Proceeds and any other proceeds from claims on any physical damage, 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 property that shall have secured a Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer, or the Issuer; (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 Seller to the Issuer on the date hereof pursuant to the Sale Agreement and all proceeds thereof, (b) to the extent related to the Series [ ] Environmental Control Bonds, the Transfer Agreement, (c) to the extent related to the Series [ ] Environmental Control Bonds, the Sale Agreement, (d) the Bill of Sale delivered by the Seller pursuant to the Sale Agreement on the date hereof, (e) to the extent related to the Series [ ] Environmental Control Bonds, the Servicing Agreement; , (f) to the extent related to the Series [ ] Environmental Control Bonds, the Issuer Administrative Agreement, (g) the Collection Account for the Series [ ] Environmental Bonds and all rightsubaccounts thereof and all cash, title and interest in the Trust Accountssecurities, all fundsinstruments, securities investment property or other assets deposited in or credited to such Collection Account or any subaccount thereof from time to time to the Trust Accounts and all investments therein and proceeds thereof (including all Investment Earnings thereon); or purchased with funds therefrom, [(h) any proceeds from any Receivable repurchased by Swap Agreement to which the Issuer is a Dealer pursuant to a Dealer Agreement; and party, if any, for the Series [ ] Environmental Control Bonds ](i) all other property related to the Series [ ] Environmental Control Bonds of whatever kind owned from time to time by the Issuer including all accounts, accounts receivable, investment property and chattel paper, (j) to the extent payable to the Collection Account for the Series [ ] 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 (k) to the extent payable to the Collection Account for the Series [ ] 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 and other property that which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “Series [ ] 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, (ii) proceeds from the sale of the Series [ ] 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 (iii) any cash released to any Swap Counterparty by the Indenture Trustee from the Tranche Subaccount related to the Tranche [ ] Environmental Control Bonds pursuant to Section 8.02(h) of the Indenture 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 [ ] 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 (i) the payment of principal of and premium, if any, and interest on, and any other amounts owing in respect of, the NotesSeries [ ] 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 (ii) 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 [ ] Environmental Control Bonds, all as provided in this Indenture. The Indenture Trustee, as trustee on behalf of the Holders of the NotesEnvironmental Control Bonds, acknowledges such GrantXxxxx, 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 to the best of its ability to the end that the interests of the Holders of the Notes may be adequately and effectively protectedSupplement.

GRANTING CLAUSE. The Issuer hereby Grants to the Indenture Trustee at the Closing Date, as Indenture Trustee trustee for the benefit of the Holders of the Notes, all of the Issuer’s 's right, title and interest in and to, to whether now owned or hereafter acquired, now existing or hereafter arising and wherever located created (a) the Receivables listed on Schedule A and all moneys received thereon on or after the Cutoff Date; Grantor Trust Certificate, (b) the security interests in the Financed Vehicles and any accessions thereto granted by Obligors pursuant to the Receivables and any other interest of the Depositor in such Financed Vehicles; (c) any Liquidation Proceeds and any other proceeds from claims all funds on any physical damage, 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 property that shall have secured a Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer, or the Issuer; (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, securities or other assets credited deposit from time to time to in the Trust Accounts Payment Account and in all investments therein and proceeds thereof (including all Investment Earnings thereon); (h) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreementthereof; and (ic) 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 under, and all proceeds of every kind and nature whatsoever in respect of of, any or all of the foregoingforegoing and all payments on or under, including and all proceeds of every kind and nature whatsoever in the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind kind, and other forms of obligations and receivables, instruments and other property that which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “"Trust Estate" or 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 trustee on behalf of the Holders of the Notes, acknowledges such Grant, accepts the trusts under this trust unxxx xhis Indenture in accordance with the provisions of this Indenture hereof and agrees to perform its duties as Indenture Trustee as required in this Indenture to the best of its ability to the end that the interests of the Holders of the Notes may be adequately and effectively protectedherein.

GRANTING CLAUSE. The 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 Issuer’s right, title and interest in and to, whether now owned or hereafter acquired, now existing or hereafter arising and wherever located (a) the Receivables listed on Schedule A and all moneys received thereon on or after the Cutoff Date; (b) the security interests in the Financed Vehicles and any accessions thereto granted by Obligors pursuant to the Receivables and any other interest of the Depositor in such Financed Vehicles; (c) any Liquidation Proceeds and any other proceeds from claims on any physical damage, 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 property that shall have secured a Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer, or the Issuer; (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, securities or other assets credited from time to time to the Trust Accounts and all investments therein and proceeds thereof (including all Investment Earnings thereon); (h) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement; and (i) 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 and other property that at any time constitute all or part of or are included in the proceeds of any of the foregoing (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, 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 to the best of its ability to the end that the interests of the Holders of the Notes may be adequately and effectively protected.

GRANTING CLAUSE. The Issuer hereby Grants to the Indenture Trustee at the Closing Date, as Indenture Trustee trustee for the benefit of the Holders of the NotesBonds, all of the Issuer’s 's right, title and interest in and to, to whether now owned or hereafter acquired, now existing or hereafter arising and wherever located created by (a) the Receivables listed on Schedule A Mortgage Loans, Eligible Substitute Mortgage Loans and the proceeds thereof and all moneys received thereon on or after rights under the Cutoff DateRelated Documents; (b) the security interests all funds on deposit from time to time in the Financed Vehicles and any accessions thereto granted by Obligors pursuant Collection Account allocable to the Receivables and Mortgage Loans excluding any other interest of the Depositor in investment income from such Financed Vehiclesfunds; (c) any Liquidation Proceeds and any other proceeds from claims all funds on any physical damage, 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 property that shall have secured a Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer, or the Issuer; (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, securities or other assets credited deposit from time to time in the Payment Account and in all proceeds thereof, (d) all rights under (i) the Mortgage Loan Sale and Contribution Agreement as assigned to the Trust Accounts Issuer, (ii) the Servicing Agreement and all investments therein and proceeds thereof any Subservicing Agreements, (including all Investment Earnings thereon); (hiii) any proceeds from any Receivable repurchased by a Dealer pursuant title, hazard and primary insurance policies with respect to a Dealer Agreementthe Mortgaged Properties, (iv) the rights with respect to the Special Certificate Cap Contract as assigned to the Issuer; and (iv) the Seller Guarantee; and (e) 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 under, and all proceeds of every kind and nature whatsoever in respect of of, any or all of the foregoingforegoing and all payments on or under, including and all proceeds of every kind and nature whatsoever in the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind kind, and other forms of obligations and receivables, instruments and other property that which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “"Trust Estate" or 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 NotesBonds, 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 trustee on behalf of the Holders of the NotesBonds, acknowledges such Grant, accepts the trusts trust under this Indenture in accordance with the provisions of this Indenture hereof and agrees to perform its duties as Indenture Trustee as required in this Indenture to the best of its ability to the end that the interests of the Holders of the Notes may be adequately and effectively protectedherein.

GRANTING CLAUSE. The Issuer hereby Grants to the Indenture Trustee at on the Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, all of the Issuer’s right, title and interest in in, to and tounder, whether now owned or hereafter acquired, now existing or hereafter acquired or arising and wherever located (ai) the Receivables listed on Schedule A and Receivables; (ii) all moneys amounts received thereon on or in respect of the Receivables after the Cutoff Date; (biii) the security interests in the Financed Vehicles and any accessions thereto granted by the Obligors pursuant to the Receivables and any other interest of the Depositor Issuer in such Financed Vehicles; (civ) any Liquidation Proceeds and any other all proceeds from claims on or refunds of premiums with respect to any physical damage, credittheft, credit life or credit disability insurance policies covering relating to the Financed Vehicles or the related Obligors; (v) the Receivable Files; (vi) the Collection Account, the Note Payment Account, the Reserve Account and the Secondary Reserve Account and all amounts, securities, financial assets, investments and other property deposited in or credited to any of the foregoing and all proceeds thereof; (vii) all rights of the Depositor under the Receivables Purchase Agreement, including any vendor’s single interest or other collateral protection insurance policythe right to require the Seller to repurchase Receivables from the Depositor; (dviii) all rights of the Issuer under the Sale and Servicing Agreement, including the right to require the Servicer to purchase Receivables from the Issuer; (ix) the right to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and that shall have been acquired repossessed by or on behalf of the Depositor, the Servicer, or the Issuer; (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, securities or other assets credited from time to time to the Trust Accounts and all investments therein and proceeds thereof (including all Investment Earnings thereon); (h) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement; and (ix) 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, acceptancesgeneral intangibles, chattel paper, checksinstruments, documents, money, investment property, deposit accounts, letters of credit, letter-of-credit rights, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations obligations; and receivables, instruments and all other property that which at any time constitute constitutes all or part of or are is included in the proceeds of any of the foregoing (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 GrantXxxxx, 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 best of its ability to the end that the interests of the Holders of the Notes may be adequately and effectively protected.

GRANTING CLAUSE. The Note Issuer hereby Grants to the Indenture Note Trustee at the Closing Date, as Indenture Note Trustee for the benefit of the Holders of the NotesNotes from time to time issued and outstanding, all of the Note Issuer’s 's right, title and interest in and to, whether now owned or hereafter acquired, now existing or hereafter arising and wherever located to (a) the Receivables listed on Schedule A and all moneys received thereon on or after Transition Property transferred by the Cutoff Date; (b) the security interests in the Financed Vehicles and any accessions thereto granted by Obligors pursuant Seller to the Receivables and any other interest of the Depositor in such Financed Vehicles; (c) any Liquidation Proceeds and any other proceeds from claims on any physical damage, 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 property that shall have secured a Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer, or the Issuer; (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 Note Issuer pursuant to the Sale Agreement and all proceeds thereof, (b) any Subsequent Transition Property transferred by the Seller to the Note Issuer pursuant to each Subsequent Sale Agreement and all proceeds thereof, (c) the Sale Agreement and each Subsequent Sale Agreement, (d) the Servicing Agreement; , (ge) the Collection Account (including all subaccounts thereof) and all amounts or investment property on deposit therein or credited thereto from time to time, (f) all right, title and interest in the Trust Accounts, all funds, securities or other assets credited property of whatever kind owned from time to time to by the Trust Accounts and all investments therein and proceeds thereof Note Issuer, (including all Investment Earnings thereon); (h) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement; and (ig) all present and future claims, demands, causes of action and choses chooses in action in respect of any or all of the foregoing and all payments on or under 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 kind, and other forms of obligations and receivables, instruments and other property that which at any time constitute all or part of or are included in the proceeds of any of the foregoing and (h) all proceeds of the foregoing (collectively, the “"Collateral”"; it being understood that the following do not constitute Collateral: (i) the cash contributed to the Note Issuer by the Seller which is not held in the Capital Subaccount, including cash that has been released to the Note Issuer pursuant to Section 8.02(d) following retirement of a Series of Notes, (ii) net investment earnings which have been released to the Note Issuer pursuant to Section 8.02(d) and (iii) the Overcollateralization Amount with respect to a Series of Notes that has been released to the Note Issuer pursuant to Section 8.02(d) following retirement of such Series of Notes). The foregoing Grant is made in trust to secure (i) the payment of principal of and premium, if any, and interest on, and any other amounts owing in respect of, the Notes, Notes equally and ratably without prejudice, priority or distinction, except as expressly provided in this Indenture, and (ii) to secure compliance with the provisions of this IndentureIndenture with respect to the Notes, all as provided in this Indenture. The Indenture Note Trustee, as trustee on behalf of the Holders of the Notes, acknowledges such Grantgrant, 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 to the best of its ability to the end that the interests of the Holders of the Notes may be adequately and effectively protectedherein required.

GRANTING CLAUSE. The Issuer hereby Grants to the Indenture Trustee at the Closing Date, as Indenture Trustee trustee for the benefit of the Holders of the Notes, all of the Issuer’s 's right, title and interest in and to, to whether now owned or hereafter acquired, now existing or hereafter arising and wherever located created by (a) the Receivables listed on Schedule A and all moneys received thereon on or after Contracts (including without limitation any Eligible Substitute Contracts assigned to the Cutoff Date; (b) the security interests in the Financed Vehicles and any accessions thereto granted by Obligors Depositor pursuant to the Receivables and any other interest of the Depositor in such Financed Vehicles; (c) any Liquidation Proceeds and any other proceeds from claims on any physical damage, 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 property that shall have secured a Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer, or the Issuer; (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 Asset Purchase Agreement and assigned to the Issuer pursuant to the Sale Trust Agreement from time to time) and Servicing Agreementthe proceeds thereof and all rights under the Related Documents; (gb) all right, title and interest in the Trust Accounts, all funds, securities or other assets credited funds on deposit from time to time in the Collection Account allocable to the Trust Accounts and all investments therein and proceeds thereof (including all Investment Earnings thereon)Contracts excluding any investment income from such funds; (hc) any all funds on deposit from time to time in the Note Payment Account and in all proceeds from any Receivable repurchased by a Dealer pursuant thereof; (d) all rights under (i) the Asset Purchase Agreement as assigned to the Issuer, (ii) the Servicing Agreement, and (iii) all rights under every Hazard Insurance Policy relating to a Dealer Manufactured Home or Mortgaged Property securing a Contract for the benefit of the creditor of such Contract, and (iv) all documents contained in the Contract Files and the Land-and-Home Contract Files, subject to the exceptions set forth in the Initial Certification and the Final Certification delivered by the Custodian, in the forms of Exhibit A-1 and Exhibit A-2 to the Custodial Agreement, respectively; and (ie) 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 under, and all proceeds of every kind and nature whatsoever in respect of of, any or all of the foregoingforegoing and all payments on or under, including and all proceeds of every kind and nature whatsoever in the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind kind, and other forms of obligations and receivables, instruments and other property that which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “"Trust Estate" or 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 trustee on behalf of the Holders of the Notes, acknowledges such GrantXxxxx, accepts the trusts trust under this Indenture in accordance with the provisions of this Indenture hereof and agrees to perform its duties as Indenture Trustee as required in this Indenture to the best of its ability to the end that the interests of the Holders of the Notes may be adequately and effectively protectedherein.

GRANTING CLAUSE. The 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 Issuer’s right, title and interest in and to, whether now owned or hereafter acquired, now existing or hereafter arising and wherever located to (a) the Receivables listed on Schedule A and all moneys received thereon on or after the close of business on the Cutoff Date; (b) the security interests in the Financed Vehicles and any accessions thereto granted by Obligors pursuant to the Receivables and any other interest of the 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, 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 property that shall have secured a Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer, or the Issuer; (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, securities or other assets credited from time to time to the Trust Accounts and all investments therein and proceeds thereof (including all Investment Earnings investment earnings thereon); (h) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement; and (i) 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 and other property that at any time constitute all or part of or are included in the proceeds of any of the foregoing (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, 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 to the best of its ability to the end that the interests of the Holders of the Notes may be adequately and effectively protected.

GRANTING CLAUSE. The Issuer hereby Grants to the Indenture Trustee at on the Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, all of the Issuer’s 's right, title and interest in in, to and tounder, whether now owned or hereafter acquired, now existing or hereafter acquired or arising and wherever located (ai) the Receivables listed on Schedule A and Receivables; (ii) all moneys amounts received thereon on or in respect of the Receivables after the Cutoff Date; (biii) the security interests in the Financed Vehicles and any accessions thereto granted by the Obligors pursuant to the Receivables and any other interest of the Depositor in such Financed VehiclesReceivables; (civ) any Liquidation Proceeds and any other all proceeds from claims on or refunds of premiums with respect to any physical damage, credittheft, credit life or credit disability insurance policies covering relating to the Financed Vehicles or the related Obligors, including any vendor’s single interest or other collateral protection insurance policy; (dv) any property that shall have secured a Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer, or the Issuer; (e) all documents and other items contained in the Receivable Files; (fvi) the Sale Collection Account, the Note Payment Account and Servicing Agreement including the Reserve Account and all amounts, securities, financial assets, investments and other property deposited in or credited to any of the Depositor’s rights, but none foregoing and all proceeds thereof; (vii) all rights of its obligations, the Depositor under the Receivables Purchase Agreement assigned Agreement, including the right to require the Seller to repurchase Receivables from the Depositor; (viii) all rights of the Issuer pursuant to under the Sale and Servicing Agreement; (g) all right, title and interest in including the Trust Accounts, all funds, securities or other assets credited right to require the Servicer to purchase Receivables from time to time to the Trust Accounts and all investments therein and proceeds thereof (including all Investment Earnings thereon); (h) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer AgreementIssuer; and (iix) 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, acceptancesgeneral intangibles, chattel paper, checksinstruments, documents, money, investment property, deposit accounts, letters of credit, letter-of-credit rights, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and all other property that which at any time constitute constitutes all or part of or are is included in the proceeds of any of the foregoing (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 GrantXxxxx, 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 best of its ability to the end that the interests of the Holders of the Notes may be adequately and effectively protected.

GRANTING CLAUSE. The Issuer hereby Grants to the Indenture Trustee at the Closing Date, as Indenture Trustee trustee for the benefit of the Holders of the Notes, all of the Issuer’s 's right, title and interest in and to, to whether now owned or hereafter acquired, now existing or hereafter arising and wherever located created by (a) the Receivables listed on Schedule A Mortgage Loans, Qualified Substitute Mortgage Loans and the proceeds thereof and all moneys received thereon on or after rights under the Cutoff DateRelated Documents; (b) the security interests all funds on deposit from time to time in the Financed Vehicles and any accessions thereto granted by Obligors pursuant Collection Account allocable to the Receivables and Mortgage Loans excluding any other interest of the Depositor in investment income from such Financed Vehiclesfunds; (c) any Liquidation Proceeds all funds on deposit from time to time in the Payment Account and any other in all proceeds from claims on any physical damage, credit, life or disability insurance policies covering Financed Vehicles or the related Obligors, including any vendor’s single interest or other collateral protection insurance policythereof; (d) any property that shall have secured a Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer, or the Issuer; all rights under (e) all documents and other items contained in the Receivable Files; (fi) the Mortgage Loan Sale and Servicing Contribution Agreement including all of the Depositor’s rights, but none of its obligations, under the Receivables Purchase Agreement as assigned to the Issuer pursuant Issuer, (ii) the Servicing Agreement, (iii) any title, hazard and primary insurance policies with respect to the Sale Mortgaged Properties and Servicing Agreement; (giv) all right, title and interest in the Trust Accounts, all funds, securities or other assets credited from time to time rights with respect to the Trust Accounts and all investments therein and proceeds thereof (including all Investment Earnings thereon); (h) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer AgreementCap Contracts; and (ie) 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 under, and all proceeds of every kind and nature whatsoever in respect of of, any or all of the foregoingforegoing and all payments on or under, including and all proceeds of every kind and nature whatsoever in the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind kind, and other forms of obligations and receivables, instruments and other property that which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “"Trust Estate" or 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 trustee on behalf of the Holders of the Notes, acknowledges such Grant, accepts the trusts trust under this Indenture in accordance with the provisions of this Indenture hereof and agrees to perform its duties as Indenture Trustee as required in this Indenture to the best of its ability to the end that the interests of the Holders of the Notes may be adequately and effectively protectedherein.

GRANTING CLAUSE. The Issuer hereby Grants to the Indenture Trustee at the Closing Date, as Indenture Trustee trustee for the benefit of the Holders of the NotesBonds, all of the Issuer’s 's right, title and interest in and to, to whether now owned or hereafter acquired, now existing or hereafter arising and wherever located created by (a) the Receivables listed on Schedule A Mortgage Loans, Eligible Substitute Mortgage Loans and the proceeds thereof and all moneys received thereon on or after rights under the Cutoff DateRelated Documents; (b) the security interests all funds on deposit from time to time in the Financed Vehicles and any accessions thereto granted by Obligors pursuant Collection Account allocable to the Receivables and Mortgage Loans excluding any other interest of the Depositor in investment income from such Financed Vehiclesfunds; (c) any Liquidation Proceeds all funds on deposit from time to time in the Payment Account and any other in all proceeds from claims on any physical damage, credit, life or disability insurance policies covering Financed Vehicles or the related Obligors, including any vendor’s single interest or other collateral protection insurance policythereof; (d) any property that shall have secured a Receivable and that shall have been acquired by or all funds on behalf deposit from time to time in each of the Depositor, the Servicer, or the IssuerGroup 1 Pre-Funding Account and Group 2 Pre-Funding Account and in all proceeds thereof; (e) all documents and other items contained in the Receivable Files; rights under (fi) the Sale and Servicing Agreement including all of the Depositor’s rights, but none of its obligations, under the Receivables Mortgage Loan Purchase Agreement as assigned to the Issuer pursuant Issuer, with respect to the Sale Initial Mortgage Loans, and Servicing Agreement; (g) all right, title each Group 1 Subsequent Mortgage Loan Purchase Agreement and interest in the Trust Accounts, all funds, securities or other assets credited from time to time Group 2 Subsequent Mortgage Loan Purchase Agreement as assigned to the Trust Accounts Issuer, with respect to the Group 1 Subsequent Mortgage Loans and all investments therein Group 2 Subsequent Mortgage Loans, respectively , (ii) the Servicing Agreement and proceeds thereof any Subservicing Agreements, (including all Investment Earnings thereon); (hiii) any proceeds from any Receivable repurchased by a Dealer pursuant title, hazard and primary insurance policies with respect to a Dealer Agreementthe Mortgaged Properties and (iv) the rights with respect to the Derivative Contracts and the Special Certificate Cap Contract as assigned to the Issuer; and (ie) 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 under, and all proceeds of every kind and nature whatsoever in respect of of, any or all of the foregoingforegoing and all payments on or under, including and all proceeds of every kind and nature whatsoever in the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind kind, and other forms of obligations and receivables, instruments and other property that which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “"Trust Estate" or 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 NotesBonds, 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 trustee on behalf of the Holders of the NotesBonds, acknowledges such Grant, accepts the trusts trust under this Indenture in accordance with the provisions of this Indenture hereof and agrees to perform its duties as Indenture Trustee as required in this Indenture to the best of its ability to the end that the interests of the Holders of the Notes may be adequately and effectively protectedherein.

GRANTING CLAUSE. The Issuer Subject to the terms of this Indenture, the Issuing Entity hereby Grants to the Indenture Trustee at the Closing Date, as Indenture Trustee for the benefit of the Holders of Noteholders and the NotesSwap Provider, all of the IssuerIssuing Entity’s right, title and interest in and to, whether now owned or hereafter acquired, now existing or hereafter arising and wherever located : (ai) the Receivables listed on Schedule A and all moneys received thereon on or after the Cutoff DateMortgage Loans; (b) the security interests in the Financed Vehicles and any accessions thereto granted by Obligors pursuant to the Receivables and any other interest of the Depositor in such Financed Vehicles; (c) any Liquidation Proceeds and any other proceeds from claims on any physical damage, 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 property that shall have secured a Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer, or the Issuer; (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; (gii) all right, title and interest of the Issuing Entity in the Trust Accounts, all funds, securities or other assets credited from time to time Sale and Servicing Agreement with respect to the Trust Accounts and all investments therein and proceeds thereof Mortgage Loans (including all Investment Earnings thereonthe Issuing Entity’s right to cause the Sponsor to repurchase Mortgage Loans from the Issuing Entity under certain circumstances described therein); (h) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement; and (iiii) 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 and other property that which at any time constitute all or part of or are included in the proceeds of any of the foregoing; (iv) all funds on deposit from time to time in (a) the Collection Account and (b) the Payment Account; (v) the Swap Agreement; (vi) all other property of the Issuing Entity from time to time; and (vii) any and all proceeds of the foregoing (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 holders of the NotesNotes and the Swap Provider, acknowledges such the foregoing Grant, accepts the trusts under this Indenture hereunder in accordance with the provisions good faith and without notice of this Indenture any adverse claim or liens and agrees to perform its duties required in this Indenture to the best of its ability as specifically set forth herein to the end that the interests of the Holders holders of the related Notes may be adequately and effectively protected. The Indenture Trustee agrees and acknowledges that each item of Collateral that is physically delivered to the Indenture Trustee will be held by the Indenture Trustee in California.

GRANTING CLAUSE. The 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 Issuer’s right, title and interest in in, to and tounder such assets, whether now owned or hereafter acquired, now existing or hereafter arising and wherever located acquired or arising, (ai) the Receivables listed on Schedule A Receivables, (ii) all amounts due and all moneys received thereon collected on or in respect of the Receivables after the Cutoff Date; , (biii) the security interests in the Financed Vehicles and any accessions thereto granted by the Obligors pursuant to the Receivables and any other interest of the Depositor in such Financed Vehicles; Receivables, (civ) any Liquidation Proceeds and any other all proceeds from claims on any physical damage, credit, 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 related Obligors, (v) 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 of the foregoing and all proceeds thereof, (vii) all rights of the Depositor under the Receivables Purchase Agreement, including any vendor’s single interest or other collateral protection insurance policy; the right to require the Seller to repurchase certain Receivables from the Depositor, (dviii) any proceeds of Dealer Recourse, (ix) all rights of the Issuer under the Sale and Servicing Agreement, including the 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 right to receive future Net Liquidation Proceeds and Recoveries) that shall have secured a Receivable and that shall have been acquired repossessed by or on behalf of the DepositorIssuer, the Servicer, or the Issuer; (exi) all documents and other items contained in the Receivable Files; (f) the Sale and Servicing Agreement including all of the DepositorIssuer’s rights, rights and benefits under the First-Tier Assignment (but none of its obligations, under the Receivables Purchase Agreement assigned to the Issuer pursuant to the Sale and Servicing Agreement; (gobligations or burdens) all right, title and interest in the Trust Accounts, all funds, securities or other assets credited from time to time to the Trust Accounts and all investments therein and proceeds thereof (including all Investment Earnings thereon); (h) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement; and (ixii) 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 and other property that which at any time constitute all or part of or are included in the proceeds of any of the foregoing (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, except as otherwise provided in this Indenture and (ii) 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 trustee on behalf of the Holders of the NotesNoteholders, acknowledges such GrantXxxxx, 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 terms hereof. The Issuer hereby authorizes the filing of a 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 best of its ability to the end that the interests of the Holders of the Notes may be adequately extent required by law, any obligations with respect to) whether now owned or existing or hereafter arising or acquired and effectively protectedwheresoever located.

GRANTING CLAUSE. The Issuer Issuing Entity hereby Grants to the Indenture Trustee at on the Closing Date, as Indenture Trustee trustee for the benefit of the Holders of the Notes, all of the Issuer’s Issuing Entity's right, title and interest in and to, to whether now owned or hereafter acquired, now existing or hereafter arising and wherever located created by (a) the Receivables listed on Schedule A Mortgage Loans and all moneys received thereon on or after the Cutoff Date; proceeds thereof, (b) the security interests all funds on deposit in the Financed Vehicles Funding Account, including all income from the investment and any accessions thereto granted by Obligors pursuant to the Receivables and any other interest reinvestment of the Depositor in such Financed Vehicles; funds therein, (c) all funds on deposit from time to time in the Collection Account allocable to the Mortgage Loans excluding any Liquidation Proceeds and any other proceeds investment income from claims on any physical damage, credit, life or disability insurance policies covering Financed Vehicles or the related Obligors, including any vendor’s single interest or other collateral protection insurance policysuch funds; (d) any property that shall have secured a Receivable all funds on deposit from time to time in the Payment Account and that shall have been acquired by or on behalf of the Depositor, the Servicer, or the Issuerin all proceeds thereof; (e) all documents the Policy 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, securities or other assets credited from time to time to the Trust Accounts and all investments therein and proceeds thereof (including all Investment Earnings thereon); (h) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement; and (i) all present and future claims, demands, causes of action and choses chooses in action in respect of any or all of the foregoing and all payments on or under under, and all proceeds of every kind and nature whatsoever in respect of of, any or all of the foregoingforegoing and all payments on or under, including and all proceeds of every kind and nature whatsoever in the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind kind, and other forms of obligations and receivables, instruments and other property that which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “"Trust Estate" or 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 trustee on behalf of the Holders of the Notes, acknowledges such GrantXxxxx, accepts the trusts trust under this Indenture in accordance with the provisions of this Indenture hereof and agrees to perform its duties as Indenture Trustee as required in this Indenture to the best of its ability to the end that the interests of the Holders of the Notes may be adequately and effectively protectedherein.

GRANTING CLAUSE. The Issuer hereby 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 Issuer’s right, title 's interest existing now or in the future in: o Mortgage Loans and interest in and to, whether now owned or hereafter acquired, now existing or hereafter arising and wherever located (a) the Receivables listed on Schedule A related Mortgage Files and all moneys property that secures the Mortgage Loans and all property that is acquired by foreclosure or deed in lieu of foreclosure, and all collections received thereon on or each Mortgage Loan after the Cutoff Cut-off Date (excluding payments due by the Cut-off Date); (b) o the security interests in Issuer's rights under hazard insurance policies; o the Financed Vehicles and any accessions thereto granted by Obligors pursuant to the Receivables and any other interest of the Depositor Issuer in such Financed Vehicles; (c) any Liquidation Proceeds and any other proceeds from claims on any physical damage, 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 property that shall have secured a Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer, or the Issuer; (e) all documents and other items contained in the Receivable Files; (f) the Sale and Servicing Agreement including all of and 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, securities or other assets credited from time to time to the Trust Accounts and all investments therein and proceeds thereof (including all Investment Earnings thereonthe Issuer's right to cause Mortgage Loans to be repurchased); (h) any proceeds from any Receivable repurchased by a Dealer pursuant o the segregated account maintained to a Dealer Agreementhold collections and its contents; and (i) 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 instruments, and other property that at any time constitute all or any part of or are included in the proceeds of any of the foregoing (collectively, the “"Collateral”"). The foregoing This Grant is made in trust to secure (i) 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 (ii) 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 to in accordance with its terms and the best of its ability to the end that the interests terms of the Holders of the Notes may be adequately and effectively protectedTransaction Documents.

GRANTING CLAUSE. The 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 Notes, Notes [and the Securities Insurer,] all of the Issuer’s 's right, title and interest in and to, whether now owned or hereafter acquired, now existing or hereafter arising and wherever located : (ai) the Receivables listed on Schedule A Trust Estate (as defined in the Sale and all moneys received thereon on or after the Cutoff DateServicing Agreement); (b) the security interests in the Financed Vehicles and any accessions thereto granted by Obligors pursuant to the Receivables and any other interest of the Depositor in such Financed Vehicles; (c) any Liquidation Proceeds and any other proceeds from claims on any physical damage, 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 property that shall have secured a Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer, or the Issuer; (e) all documents and other items contained in the Receivable Files; (fii) the Sale and Servicing Agreement (including all of the Depositor’s rights, but none of its obligations, under Issuer's right to cause the Receivables Purchase Agreement assigned Transferor to repurchase the Home Loans from the Issuer pursuant to the Sale and Servicing Agreement; (g) all right, title and interest in the Trust Accounts, all funds, securities or other assets credited from time to time to the Trust Accounts and all investments therein and proceeds thereof (including all Investment Earnings thereonunder certain circumstances described therein); (h) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement; and (iiii) 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, property insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property that which at any time constitute all or part of or are included in the proceeds of any of the foregoing foregoing; (iv) all funds on deposit from time to time in the Trust Accounts (including the Certificate Distribution Account); and (v) all other property of the Owner Trust from time to time (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, Notes [and the Securities Insurer,] 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 to the best of its ability to the end that the interests of the Holders of the Notes may be adequately and effectively be protected. The Indenture Trustee agrees and acknowledges that possession of the Indenture Trustee's Home Loan Files will be held by the Custodian for the benefit of the Indenture Trustee in ____________. The Indenture Trustee further agrees and acknowledges that each other item of Collateral that is physically delivered to the Indenture Trustee will be held on behalf of the Indenture Trustee in _________________.

GRANTING CLAUSE. The Issuer hereby Grants to the Indenture Trustee at the Closing Date, as Indenture Trustee trustee for the benefit of the Holders of the each Class of Notes, all of the Issuer’s 's right, title and interest in in, to and tounder, whether now owned or hereafter acquired, now existing or hereafter arising and wherever located created, (ai) the Receivables listed on Schedule A Loans and all moneys payments and other collections in respect of the Loans received thereon on or due after the Cutoff Cut-off Date; , (bii) the security interests in the Financed Vehicles and any accessions thereto granted by Obligors pursuant to the Receivables and any other interest of the Depositor in such Financed Vehicles; Loan Purchase Agreements, (ciii) any Liquidation Proceeds and any other proceeds from claims on any physical damage, 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 real property that shall have secured a Receivable and that shall have been acquired by or on behalf of the DepositorIssuer, the Servicer, or the Issuer; (eiv) 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, securities or other assets credited such funds as from time to time to are deposited in the Trust Accounts in the Payment Account and in all investments therein and proceeds thereof (including all Investment Earnings thereon); (h) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreementthereof; and (iv) 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 under, and all proceeds of every kind and nature whatsoever in respect of of, any or all of the foregoingforegoing and all payments on or under, including and all proceeds of every kind and nature whatsoever in the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind kind, and other forms of obligations and receivables, instruments and other property that which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “"Trust Estate" or 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 trustee on behalf of the Holders of the Notes, acknowledges such Grant, accepts the trusts trust under this Indenture in accordance with the provisions of this Indenture xxxxxsions hereof and agrees to perform its duties as Indenture Trustee as required in this Indenture to the best of its ability to the end that the interests of the Holders of the Notes may be adequately and effectively protectedherein.

GRANTING CLAUSE. The Issuer and the Owner Trustee hereby Grants Grant to the Indenture Trustee at the Closing Date, as Indenture Trustee trustee for the benefit of the Holders of the Notes, all of the Issuer’s 's and the Owner Trustee's right, title and interest in and to, to whether now owned or hereafter acquired, now existing or hereafter arising and wherever located created (a) the Receivables listed on Schedule A and all moneys received thereon on or after the Cutoff DateHome Loans; (b) the security interests all funds on deposit from time to time in the Financed Vehicles Payment Account and any accessions thereto granted by Obligors pursuant to the Receivables and any other interest of the Depositor in such Financed Vehiclesall proceeds thereof; (c) any Liquidation Proceeds and any other proceeds from claims on any physical damage, credit, life all property securing the payment 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 property that shall have secured a Receivable and that shall have been acquired by or on behalf performance of the Depositor, the Servicer, or the Issuer; (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, securities or other assets credited from time to time to the Trust Accounts Home Loans and all investments therein and proceeds thereof (including all Investment Earnings thereon); (h) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreementsupporting obligations for the Home Loans; and (id) 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 under, and all proceeds of every kind and nature whatsoever in respect of of, any or all of the foregoingforegoing and all payments on or under, including and all proceeds of every kind and nature whatsoever in the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind kind, and other forms of obligations and receivables, instruments and other property that which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “"Trust Estate" or 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 foregoing Grant shall inure to the benefit of the Credit Enhancer in respect of draws made on the Credit Enhancement Instrument and amounts owing from time to time pursuant to the Insurance Agreement (regardless of whether such amounts relate to the Notes or the Certificates), and such Grant shall continue in full force and effect for the benefit of the Credit Enhancer until all such amounts owing to it have been repaid in full. The Indenture Trustee, as trustee on behalf of the Holders of the Notes, : (i) acknowledges such Grant, (ii) accepts the trusts trust under this Indenture in accordance with the provisions of this Indenture and hereof, (iii) agrees to perform its duties as Indenture Trustee as required herein and (iv) acknowledges receipt of the Credit Enhancement Instrument and shall hold such Credit Enhancement Instrument in accordance with the terms of this Indenture to for the best of its ability to the end that the interests benefit of the Holders of the Notes may be adequately and effectively protectedNotes.

GRANTING CLAUSE. The 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 NotesSeries [ ] Environmental Control Bonds, (ii) the Indenture Trustee and [(iii) each Swap Counterparty] all of the Issuer’s right, title and interest in and to, (whether now owned or hereafter acquiredhereinafter acquired or arising) in, now existing or hereafter arising to and wherever located under (a) the Receivables listed on Schedule A and all moneys received thereon on or after Transferred Environmental Control Property transferred by the Cutoff Date; (b) the security interests in the Financed Vehicles and any accessions thereto granted by Obligors pursuant to the Receivables and any other interest of the Depositor in such Financed Vehicles; (c) any Liquidation Proceeds and any other proceeds from claims on any physical damage, 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 property that shall have secured a Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer, or the Issuer; (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 Seller to the Issuer on the date hereof pursuant to the Sale Agreement and all proceeds thereof, (b) to the extent related to the Series [ ] Environmental Control Bonds, the Transfer Agreement, (c) to the extent related to the Series [ ] Environmental Control Bonds, the Sale Agreement, (d) the Bill of Sale delivered by the Seller pursuant to the Sale Agreement on the date hereof, (e) to the extent related to the Series [ ] Environmental Control Bonds, the Servicing Agreement; , (f) to the extent related to the Series [ ] Environmental Control Bonds, the Issuer Administrative Agreement, (g) the Collection Account for the Series [ ] Environmental Bonds and all rightsubaccounts thereof and all cash, title and interest in the Trust Accountssecurities, all fundsinstruments, securities investment property or other assets deposited in or credited to such Collection Account or any subaccount thereof from time to time to the Trust Accounts and all investments therein and proceeds thereof (including all Investment Earnings thereon); or purchased with funds therefrom, [(h) any proceeds from any Receivable repurchased by Swap Agreement to which the Issuer is a Dealer pursuant to a Dealer Agreement; and party, if any, for the Series [ ] Environmental Control Bonds ](i) all other property related to the Series [ ] Environmental Control Bonds of whatever kind owned from time to time by the Issuer including all accounts, accounts receivable, investment property and chattel paper, (j) to the extent payable to the Collection Account for the Series [ ] 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 (k) to the extent payable to the Collection Account for the Series [ ] 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 and other property that which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “Series [ ] 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, (ii) proceeds from the sale of the Series [ ] 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 (iii) any cash released to any Swap Counterparty by the Indenture Trustee from the Tranche Subaccount related to the Tranche [ ] Environmental Control Bonds pursuant to Section 8.02(h) of the Indenture 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 [ ] 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 (i) the payment of principal of and premium, if any, and interest on, and any other amounts owing in respect of, the NotesSeries [ ] 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 (ii) 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 [ ] Environmental Control Bonds, all as provided in this Indenture. The Indenture Trustee, as trustee on behalf of the Holders of the NotesEnvironmental Control Bonds, acknowledges such GrantGxxxx, 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 to the best of its ability to the end that the interests of the Holders of the Notes may be adequately and effectively protectedSupplement.

GRANTING CLAUSE. The 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 Issuer’s its right, title and interest in, to and under the following assets, in and toeach case, whether now owned or hereafter acquired, now existing or hereafter arising and wherever located acquired or arising, (ai) the Receivables listed on Schedule A Receivables, (ii) all amounts due and all moneys received thereon collected on or in respect of the Receivables after the Cutoff Date; , (biii) the security interests in the Financed Vehicles and any accessions thereto granted by the Obligors pursuant to the Receivables and any other interest of the Depositor in such Financed Vehicles; Receivables, (civ) any Liquidation Proceeds and any other all proceeds from claims on any physical damage, credit, 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 related Obligors, (v) 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 of the foregoing and all proceeds thereof, (vii) all rights of the Depositor under the Receivables Purchase Agreement, including any vendor’s single interest or other collateral protection insurance policy; the right to require the Seller to repurchase certain Receivables from the Depositor, (dviii) any proceeds of Dealer Recourse, (ix) all rights of the Issuer under the Sale and Servicing Agreement, including the 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 right to receive future Net Liquidation Proceeds and Recoveries) that shall have secured a Receivable and that shall have been acquired repossessed by or on behalf of the DepositorIssuer, the Servicer, or the Issuer; (exi) all documents and other items contained in the Receivable Files; (f) the Sale and Servicing Agreement including all of the DepositorIssuer’s rights, rights and benefits under the First-Tier Assignment (but none of its obligations, under the Receivables Purchase Agreement assigned to the Issuer pursuant to the Sale and Servicing Agreement; (gobligations or burdens) all right, title and interest in the Trust Accounts, all funds, securities or other assets credited from time to time to the Trust Accounts and all investments therein and proceeds thereof (including all Investment Earnings thereon); (h) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement; and (ixii) 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 and other property that which at any time constitute all or part of or are included in the proceeds of any of the foregoing (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, except as otherwise provided in this Indenture and (ii) 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 trustee on behalf of the Holders of the NotesNoteholders, acknowledges such GrantXxxxx, 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 terms hereof. The Issuer hereby authorizes the filing of a 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 best of its ability to the end that the interests of the Holders of the Notes may be adequately extent required by law, any obligations with respect to) such assets whether now owned or existing or hereafter arising or acquired and effectively protectedwheresoever located.

GRANTING CLAUSE. The 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 Issuer’s right, title and interest in and to, whether now owned or hereafter acquired, now existing or hereafter arising and wherever located (a) the Receivables listed on Schedule A and all moneys received thereon on or after the Cutoff Date; (b) the security interests in the Financed Vehicles and any accessions thereto granted by Obligors pursuant to the Receivables and any other interest of the Depositor in such Financed Vehicles; (c) any Liquidation Proceeds and any other proceeds from claims on any physical damage, 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 property that shall have secured a Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer, or the Issuer; (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, securities or other assets credited from time to time to the Trust Accounts and all investments therein and proceeds thereof (including all Investment Earnings thereonthe initial Reserve Account Deposit); (h) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement; and (i) 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 and other property that at any time constitute all or part of or are included in the proceeds of any of the foregoing (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. (2024-A 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, on behalf of the Holders of the Notes, acknowledges such GrantGxxxx, 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 best of its ability to the end that the interests of the Holders of the Notes may be adequately and effectively protected.

GRANTING CLAUSE. The 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 Issuer’s right, title and interest in in, to and tounder such assets, whether now owned or hereafter acquired, now existing or hereafter arising and wherever located acquired or arising, (ai) the Receivables listed on Schedule A Receivables, (ii) all amounts due and all moneys received thereon collected on or in respect of the Receivables after the Cutoff Date; , (biii) the security interests in the Financed Vehicles and any accessions thereto granted by the Obligors pursuant to the Receivables and any other interest of the Depositor in such Financed Vehicles; Receivables, (civ) any Liquidation Proceeds and any other all proceeds from claims on any physical damage, credit, 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 related Obligors, (v) 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 of the foregoing and all proceeds thereof, (vii) all rights of the Depositor under the Receivables Purchase Agreement, including any vendor’s single interest or other collateral protection insurance policy; the right to require the Seller to repurchase certain Receivables from the Depositor, (dviii) any proceeds of Dealer Recourse, (ix) all rights of the Issuer under the Sale and Servicing Agreement, including the 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 right to receive future Net Liquidation Proceeds and Recoveries) that shall have secured a Receivable and that shall have been acquired repossessed by or on behalf of the DepositorIssuer, the Servicer, or the Issuer; (exi) all documents and other items contained in the Receivable Files; (f) the Sale and Servicing Agreement including all of the DepositorIssuer’s rights, rights and benefits under the First-Tier Assignment (but none of its obligations, under the Receivables Purchase Agreement assigned to the Issuer pursuant to the Sale and Servicing Agreement; (gobligations or burdens) all right, title and interest in the Trust Accounts, all funds, securities or other assets credited from time to time to the Trust Accounts and all investments therein and proceeds thereof (including all Investment Earnings thereon); (h) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement; and (ixii) 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 and other property that which at any time constitute all or part of or are included in the proceeds of any of the foregoing (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, except as otherwise provided in this Indenture and (ii) 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 trustee on behalf of the Holders of the NotesNoteholders, acknowledges such GrantXxxxx, 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 terms hereof. The Issuer hereby authorizes the filing of a 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 best of its ability to the end that the interests of the Holders of the Notes may be adequately extent required by law, any obligations with respect to) such assets whether now owned or existing or hereafter arising or acquired and effectively protected.wheresoever located. ARTICLE ONE

GRANTING CLAUSE. The Issuer hereby Grants to the Indenture Trustee at the Closing Date, as Indenture Trustee trustee for the benefit of the Holders of Noteholders and (only to the Notesextent expressly provided herein) the Certificateholders, all of the Issuer’s 's right, title and interest in and to, whether now owned or hereafter acquired, now existing or hereafter arising and wherever located to (ai) the Receivables listed on Schedule A Contracts (except, to the extent provided in the Sale and Servicing Agreement, any Post Cut-off Date Insurance Add-Ons); (ii) all moneys monies received thereon under the Initial Contracts on or after the Cutoff Initial Cut-off Date and under the Subsequent Contracts on or after the related Subsequent Cut-off Date; (biii) such amounts as from time to time may be held in one or more accounts (other than the Excluded Assets) established and maintained by the Servicer pursuant to the Sale and Servicing Agreement (including all investments in such accounts and all income from the funds therein and all proceeds thereof); (iv) all monies on deposit in the Pre-Funding Account and the Capitalized Interest Account (including all investments in such accounts and all income from the funds therein and all proceeds thereof); (v) security interests in the Financed Vehicles granted by the Obligors and any accessions thereto granted by Obligors pursuant to the Receivables and any other interest of the Depositor Issuer in such the Financed Vehicles; (cvi) any Liquidation Proceeds and any other the right to proceeds from claims on any physical damage, credit, credit life or and disability insurance policies policies, if any, covering individual Financed Vehicles or the related Obligors, including any vendor’s single interest or other collateral protection insurance policyas the case may be; (dvii) any property that shall have secured a Receivable and that shall have been acquired by or on behalf the rights of the Depositor, the Servicer, or the Issuer; (e) all documents and other items contained in the Receivable Files; (f) Issuer under the Sale and Servicing Agreement including (but excluding all rights of the Depositor’s rights, but none of its obligations, under the Receivables Purchase Agreement assigned Issuer to the Issuer pursuant to Excluded Assets) and the Sale Subsequent Transfer Agreements and Servicing Agreement; (g) all right, title and interest in the Trust Accounts, all funds, securities or other assets credited from time to time to the Trust Accounts and all investments therein and proceeds thereof (including all Investment Earnings thereon); (h) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer AgreementSubsequent Purchase Agreements; and (iviii) 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, 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 and other property that which at any time constitute all or part of or are included in the proceeds of any and all proceeds of the foregoing (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 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 to the best of its ability to the end that the interests of the Holders of the Notes may be adequately and effectively protectedIndenture.

GRANTING CLAUSE. The Issuer hereby Grants to the Indenture Trustee at the Closing Date, as Indenture Trustee trustee for the benefit of the Holders of the Notes, all of the Issuer’s right, title and interest in and to, to whether now owned or hereafter acquired, now existing or hereafter arising and wherever located created by (a) the Receivables listed on Schedule A Mortgage Loans, Eligible Substitute Mortgage Loans and the proceeds thereof and all moneys received thereon on or after rights under the Cutoff DateRelated Documents; (b) the security interests all funds on deposit from time to time in the Financed Vehicles and any accessions thereto granted by Obligors pursuant Collection Account allocable to the Receivables and Mortgage Loans excluding any other interest of the Depositor in investment income from such Financed Vehiclesfunds; (c) any Liquidation Proceeds all funds on deposit from time to time in the Payment Account and any other in all proceeds from claims on any physical damage, credit, life or disability insurance policies covering Financed Vehicles or the related Obligors, including any vendor’s single interest or other collateral protection insurance policythereof; (d) any property that shall have secured a Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer, or the Issuer; all rights under (e) all documents and other items contained in the Receivable Files; (fi) the Mortgage Loan Sale and Servicing Contribution Agreement including all of the Depositor’s rights, but none of its obligations, under the Receivables Purchase Agreement as assigned to the Issuer pursuant Issuer, (ii) the Servicing Agreement, (iii) any title, hazard and primary insurance policies with respect to the Sale Mortgaged Properties and Servicing Agreement; (giv) all right, title and interest in the Trust Accounts, all funds, securities or other assets credited from time to time rights with respect to the Trust Accounts and all investments therein and proceeds thereof (including all Investment Earnings thereon); (h) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement; Interest Rate Swap Agreement and (ie) 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 under, and all proceeds of every kind and nature whatsoever in respect of of, any or all of the foregoingforegoing and all payments on or under, including and all proceeds of every kind and nature whatsoever in the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind kind, and other forms of obligations and receivables, instruments and other property that which at any time constitute all or part of or are included in the proceeds of any of the foregoing (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 trustee on behalf of the Holders of the Notes, acknowledges such GrantXxxxx, accepts the trusts trust under this Indenture in accordance with the provisions of this Indenture hereof and agrees to perform its duties as Indenture Trustee as required in this Indenture to the best of its ability to the end that the interests of the Holders of the Notes may be adequately and effectively protectedherein.

GRANTING CLAUSE. The Issuer Issuing Entity hereby Grants to the Indenture Trustee at the Closing Date, as Indenture Trustee trustee for the benefit of the Holders of the NotesNoteholders, all of the Issuer’s Issuing Entity's right, title and interest in and tointerest, whether now owned or hereafter acquired, now existing or hereafter arising created, in and wherever located to (ai) the Receivables listed on Schedule A Mortgage Loans and all moneys received thereon Additional Balances, (ii) all funds on or after deposit from time to time in the Cutoff Date; Collection Account and the Trustee Collection Account (bin each case as defined in Appendix A hereto) and all proceeds thereof, (iii) the security interests in the Financed Vehicles and any accessions thereto granted by Obligors pursuant to the Receivables and any other interest of the Depositor in such Financed Vehicles; (c) any Liquidation Proceeds and any other proceeds from claims on any physical damage, 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 property that shall have secured a Receivable and that shall have been acquired by or on behalf assignment of the Depositor, the Servicer, or the Issuer; (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 's right, title and interest in the Trust Accounts, all funds, securities or other assets credited from time to time to representations and warranties made by the Trust Accounts Seller in the Mortgage Loan Purchase and all investments therein and proceeds thereof (including all Investment Earnings thereon); (h) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement; Servicing Agreement and (iiv) 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 under, and all proceeds of every kind and nature whatsoever in respect of of, any or all of the foregoingforegoing and all payments on or under, including and all proceeds of every kind and nature whatsoever in the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind kind, and other forms of obligations and receivables, instruments and other property that at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “"Trust Estate" or 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 Indentureherein. The Indenture Trustee, as trustee on behalf of the Holders of the NotesNoteholders, acknowledges such Grant, accepts the trusts trust under this Indenture in accordance with the provisions of this Indenture hereof and agrees to perform its duties as Indenture Trustee as required in this Indenture to the best of its ability to the end that the interests of the Holders of the Notes may be adequately and effectively protectedherein.

GRANTING CLAUSE. The Issuer Issuer, 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 set forth herein, and to secure compliance with the provisions of this Indenture, hereby Grants in trust to the Indenture Trustee at on the Closing Date, as Indenture Trustee trustee for the benefit of the Holders of the NotesNoteholders, all of the Issuer’s 's right, title and interest in and tointerest, whether now owned or hereafter acquired, now existing or hereafter arising in and wherever located to (ai) the Receivables listed on Schedule A and all moneys received thereon on or after the Cutoff Date; (b) the security interests in the Financed Vehicles and any accessions thereto granted by Obligors pursuant to the Receivables and any other interest of the Depositor in such Financed Vehicles; (c) any Liquidation Proceeds and any other proceeds from claims on any physical damage, 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 property that shall have secured a Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer, or the Issuer; (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, securities or other assets credited from time to time to the Trust Accounts and all investments therein and proceeds thereof (including all Investment Earnings thereon); (h) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement; Estate and (iii) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing Trust Estate and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoingTrust Estate, 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 instruments, securities, financial assets and other property that which at any time constitute all or part of or are included in the proceeds of any of the foregoing Trust Estate (collectively, the “"Collateral”"). The Indenture Trustee, on behalf of the Noteholders, acknowledges the foregoing Grant, accepts the trusts under this Indenture and agrees to perform its duties required in this Indenture in accordance with the provisions of this Indenture. 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 distinctiondistinction except as set forth herein, and (ii) to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture TrusteeWithout limiting the foregoing Grant, on behalf any Receivable purchased by the Seller or the Servicer pursuant to Section 2.3 or Section 3.6, respectively, of the Holders of Sale and Servicing Agreement shall be deemed to be automatically released from the Notes, acknowledges such Grant, accepts the trusts under this Indenture in accordance with the provisions lien of this Indenture and agrees to perform its duties required in this without any action being taken by the Indenture to Trustee upon payment by the best of its ability to Seller or the end that the interests Servicer, as applicable, of the Holders of the Notes may be adequately and effectively protectedrelated Repurchase Price for such Repurchased Receivable.

GRANTING CLAUSE. The 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 Issuer’s right, title and interest in, to and under the following assets, in and toeach case, whether now owned or hereafter acquired, now existing or hereafter arising and wherever located acquired or arising, (ai) the Receivables listed on Schedule A Receivables, (ii) all amounts due and all moneys received thereon collected on or in respect of the Receivables after the Cutoff Date; , (biii) the security interests in the Financed Vehicles and any accessions thereto granted by the Obligors pursuant to the Receivables and any other interest of the Depositor in such Financed Vehicles; Receivables, (civ) any Liquidation Proceeds and any other all proceeds from claims on any physical damage, credit, 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 related Obligors, (v) 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 of the foregoing and all proceeds thereof, (vii) all rights of the Depositor under the Receivables Purchase Agreement, including any vendor’s single interest or other collateral protection insurance policy; the right to require the Seller to repurchase certain Receivables from the Depositor, (dviii) any proceeds of Dealer Recourse, (ix) all rights of the Issuer under the Sale and Servicing Agreement, including the 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 right to receive future Net Liquidation Proceeds and Recoveries) that shall have secured a Receivable and that shall have been acquired repossessed by or on behalf of the DepositorIssuer, the Servicer, or the Issuer; (exi) all documents and other items contained in the Receivable Files; (f) the Sale and Servicing Agreement including all of the DepositorIssuer’s rights, rights and benefits under the First-Tier Assignment (but none of its obligations, under the Receivables Purchase Agreement assigned to the Issuer pursuant to the Sale and Servicing Agreement; (gobligations or burdens) all right, title and interest in the Trust Accounts, all funds, securities or other assets credited from time to time to the Trust Accounts and all investments therein and proceeds thereof (including all Investment Earnings thereon); (h) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement; and (ixii) 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 and other property that which at any time constitute all or part of or are included in the proceeds of any of the foregoing (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, except as otherwise provided in this Indenture and (ii) 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 trustee on behalf of the Holders of the NotesNoteholders, acknowledges such GrantXxxxx, 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 terms hereof. The Issuer hereby authorizes the filing of a 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 best of its ability to the end that the interests of the Holders of the Notes may be adequately extent required by law, any obligations with respect to) such assets whether now owned or existing or hereafter arising or acquired and effectively protectedwheresoever located.

GRANTING CLAUSE. The Issuer hereby Grants to To secure the Indenture Trustee at the Closing Date, as Indenture Trustee for the benefit timely payment of the Holders principal of, premium, if any, and interest on the Bonds and to secure the performance by the Issuer of the Notes, all of the Issuer’s covenants set forth herein and in the Bonds and, on a subordinate basis, to secure the obligation to reimburse any L/C Bank and any Confirming Bank for amounts due and owing the L/C Bank under its Reimbursement Agreement or the Confirming Bank or its Confirming Reimbursement Agreement, the Issuer hereby assigns and grants to the Purchaser (during the Bank Purchase Mode) and to the Trustee (during the Weekly Mode or Flexible Mode) a security interest in, all right, title and interest of the Issuer in and toto (a) the obligations of the Borrower under this Agreement, including the current and continuing right to claim, collect, receive and give receipts for all amounts payable by or receivable from the Borrower under this Agreement, to bring actions and proceedings under this Agreement or for the enforcement of this Agreement and to do all things that the Issuer is entitled to under this Agreement, but excluding the Unassigned Rights, (b) all moneys and securities held from time to time by the Purchaser or the Trustee, as the case may be, under this Agreement as provided herein (other than moneys and securities held to pay the purchase price of tendered Bonds under this Agreement and the Rebate Fund), and (c) all proceeds from any property described in these Granting Clauses, and any and all other property of every kind and nature from time to time hereafter by delivery or by writing of any kind conveyed, mortgaged, pledged, assigned or transferred, as and for additional security hereunder, by the Issuer or by anyone on its behalf or with its written consent (the property referenced in (a), (b) and (c) above being collectively referred to herein as the "Trust Estate"), to the Purchaser or the Trustee, which is hereby authorized to receive any and all such property at any and all times and to hold and apply the same subject to the terms hereof. TO HAVE AND TO HOLD all and singular the Trust Estate whether now owned or hereafter acquired, now existing or hereafter arising and wherever located (a) the Receivables listed on Schedule A and all moneys received thereon on or after the Cutoff Date; (b) the security interests in the Financed Vehicles and any accessions thereto granted by Obligors pursuant to the Receivables and any other interest of the Depositor in such Financed Vehicles; (c) any Liquidation Proceeds and any other proceeds from claims on any physical damage, credit, life or disability insurance policies covering Financed Vehicles Purchaser or the related ObligorsTrustee and its respective successors in trust and assigns forever; IN TRUST NEVERTHELESS, including any vendor’s single interest or other collateral upon the terms and trusts herein set forth for the equal and proportionate benefit, security and protection insurance policy; (d) any property that shall have secured a Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer, or the Issuer; (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, securities or other assets credited from time to time to the Trust Accounts and all investments therein and proceeds thereof (including all Investment Earnings thereon); (h) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement; and (i) 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 Bondholders issued under and all proceeds of every kind and nature whatsoever in respect of any secured by this Agreement without privilege, priority or all of distinction as to the foregoing, including all proceeds of the conversion thereof, voluntary lien 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 and other property that at any time constitute all or part of or are included in the proceeds otherwise of any of the foregoing (collectivelyBonds over any of the other Bonds and, subject to the prior interest of the holders of the Bonds, for the benefit and security of any L/C Bank to the extent of amounts owed to the L/C Bank under the Reimbursement Agreement and for the benefit and security of any Confirming Bank to the extent of amounts owed to the Confirming Bank under the Confirming Reimbursement Agreement; PROVIDED, HOWEVER, that if the Issuer, its successors or assigns, shall pay, or cause to be paid, the “Collateral”). The foregoing Grant is made principal of, premium, if any, and interest on the Bonds due or to become due thereon, at the times and in trust to secure (i) the manner mentioned in the Bonds and as provided herein, or shall provide for the payment of principal of and interest onthereof in accordance with Article XVI hereof, and any other amounts owing in respect ofshall keep, perform and observe all the Notescovenants and conditions pursuant to the terms of this Agreement to be kept, equally performed and ratably without prejudice, priority or distinctionobserved by it, and (ii) shall pay or cause to secure compliance with be paid to the provisions of this IndenturePurchaser or the Trustee, as the case may be, all as provided in this Indenture. The Indenture Trustee, on behalf sums of the Holders of the Notes, acknowledges such Grant, accepts the trusts under this Indenture money due or to become due in accordance with the terms and provisions of hereof, and all amounts due and owing any L/C Bank under its Reimbursement Agreement or any Confirming Bank under its Confirming Reimbursement Agreement shall have been paid in full, then upon such final payments or deposits, this Indenture Agreement and agrees to perform its duties required in the rights hereby granted shall cease, terminate and be void and the Purchaser or the Trustee, as the case may be, shall thereupon cancel and discharge this Indenture Agreement and execute and deliver to the best of its ability Issuer and the Borrower such instruments in writing as shall be requisite to evidence the end that the interests of the Holders of the Notes may be adequately and effectively protecteddischarge hereof.

GRANTING CLAUSE. The Issuer Subject to the terms of this Indenture, the Issuing Entity hereby Grants to the Indenture Trustee at the Closing Date, as Indenture Trustee for the benefit of the Holders of Noteholders and the NotesHedge Providers, all of the IssuerIssuing Entity’s right, title and interest in and to, whether now owned or hereafter acquired, now existing or hereafter arising and wherever located : (ai) the Receivables listed on Schedule A and all moneys received thereon on or after the Cutoff DateMortgage Loans; (b) the security interests in the Financed Vehicles and any accessions thereto granted by Obligors pursuant to the Receivables and any other interest of the Depositor in such Financed Vehicles; (c) any Liquidation Proceeds and any other proceeds from claims on any physical damage, 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 property that shall have secured a Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer, or the Issuer; (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; (gii) all right, title and interest of the Issuing Entity in the Trust Accounts, Sale and Servicing Agreement with respect to the Mortgage Loans (including the Issuing Entity’s right to cause the Sponsor to repurchase Mortgage Loans from the Issuing Entity under certain circumstances described therein); (iii) all funds, securities or other assets credited funds on deposit from time to time to in (a) the Trust Accounts Collection Account and all investments therein and proceeds thereof (including all Investment Earnings thereon)b) the Payment Account; (hiv) any proceeds the Swap Agreement; (v) the Cap Agreement, (vi) all other property of the Issuing Entity from any Receivable repurchased by a Dealer pursuant time to a Dealer Agreementtime; and (ivii) 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 and other property that which at any time constitute all or part of or are included in the proceeds of any of the foregoing (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 holders of the NotesNotes and the Hedge Providers, acknowledges such the foregoing Grant, accepts the trusts under this Indenture hereunder in accordance with the provisions good faith and without notice of this Indenture any adverse claim or liens and agrees to perform its duties required in this Indenture to the best of its ability as specifically set forth herein to the end that the interests of the Holders holders of the related Notes may be adequately and effectively protected. The Indenture Trustee agrees and acknowledges that each item of Collateral that is physically delivered to the Indenture Trustee will be held by the Indenture Trustee in California.

GRANTING CLAUSE. The Issuer hereby Grants to the Indenture Trustee at on the Closing Date, as Indenture Trustee for the benefit of the Holders of the NotesNoteholders, without recourse, all of the Issuer’s right, title and interest in in, to and tounder all accounts, payment intangibles and other general intangibles, chattel paper, instruments, documents, money, deposit accounts, certificates of deposit, goods, letters of credit, advices of credit and Investment Property and all other tangible and intangible property (together with all related supporting obligations and proceeds), whether now owned or hereafter acquired, acquired and whether now existing or hereafter arising and wherever located coming into existence, including: (ai) the Receivables listed on Schedule A and all moneys received thereon on or after the Cutoff DateDepositor Conveyed Assets; (bii) the security interests Trust Accounts, the Certificate Distribution Account (as defined in the Financed Vehicles and any accessions thereto granted by Obligors pursuant to the Receivables Trust Agreement) and any other interest of the Depositor in such Financed Vehicles; (c) any Liquidation Proceeds and any other proceeds from claims on any physical damage, 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 property that shall have secured a Receivable and that shall have been acquired by or on behalf of the Depositoraccounts established pursuant to this Indenture, the Servicer, Trust Agreement or the Issuer; (e) all documents and other items contained in the Receivable Files; (f) the Sale and Servicing Agreement Agreement, and all funds, cash, investment property and other property from time to time credited thereto and all proceeds thereof (including all of the Depositor’s rights, but none of its obligations, Net Investment Earnings thereon); (iii) all Securities Accounts and all security entitlements with respect to Financial Assets credited to any Securities Account; (iv) all rights under the Receivables Purchase Agreement assigned to the Issuer pursuant to the Sale and Servicing Agreement; (gv) all right, title enforcement and interest other rights under the UCC and other Applicable Law in respect of any or all of the Trust Accounts, all funds, securities or other assets credited from time to time to the Trust Accounts and all investments therein and proceeds thereof (including all Investment Earnings thereon)foregoing; (h) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement; and (ivi) 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, 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 and other property that at any time constitute all or part of or are included in (vii) the proceeds of or with respect to any and all of the foregoing (collectively, the “Collateral”). It is understood and agreed that the foregoing Xxxxx is intended to cover property owned by the Issuer at the Closing Date. 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, except as otherwise provided in this Indenture and (ii) 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, on behalf of the Holders of the NotesNoteholders, acknowledges such GrantXxxxx, 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 to the best of its ability to the end that the interests of the Holders of the Notes may be adequately and effectively protected. The Issuer hereby authorizes the filing of a 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 Applicable Law, any obligations with respect to) whether now owned or existing or hereafter arising or acquired and wheresoever located. This Indenture shall be deemed to be and hereby is a security agreement within the meaning of the UCC as in effect in the State of New York.

GRANTING CLAUSE. The Issuer hereby Grants to the Indenture Trustee at on the 2016-B Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, without recourse, all of the Issuer’s right, title and interest in and to, whether now owned or hereafter acquired, now existing or hereafter arising and wherever located to (a) the Receivables listed on Schedule A and all moneys received thereon on or after the Cutoff Date; (b) the security interests in the Financed Vehicles and any accessions thereto granted by Obligors pursuant to the Receivables and any other interest of the Depositor in such Financed Vehicles; (c) any Liquidation Proceeds and any other proceeds from claims on any physical damage, 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 property that shall have secured a Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer, or the Issuer; (ei) all documents and other items contained in the Receivable Files; rights (f) the Sale and Servicing Agreement including all of the Depositor’s rights, but none of its the obligations) of the Issuer as holder of the 2016-B Exchange Note, under including the Receivables Purchase Agreement assigned right of the Issuer to receive payments with respect to the Issuer pursuant to the Sale and Servicing Agreement; 2016-B Exchange Note, (gii) all right, title and interest rights of the Issuer in the Trust 2016-B Bank Accounts, all funds, securities or other assets credited from time to time to funds on deposit in the Trust 2016-B Bank Accounts and all investments therein and proceeds thereof (proceeds, including all Investment Earnings thereoninvestment earnings (net of losses and investment expenses); , from amounts on deposit in the 2016-B Bank Accounts, (hiii) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer all rights of the Issuer under the 2016-B Basic Documents, including its rights as assignee of the Transferor under the First-Tier Sale Agreement; , (iv) the rights of the Issuer as third-party beneficiary of the Basic Servicing Agreement, the 2016-B Servicing Supplement and the 2016-B Exchange Note Supplement and (iv) 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 and other property that which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “2016-B 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, except as otherwise provided in this Indenture and (ii) the other 2016-B Basic Documents, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as trustee on behalf of the Holders of the Notes2016-B Secured Parties, acknowledges such GrantGrant and the Grant by the Titling Trust under the Titling Trust Control Agreement of a security interest in the 2016-B Exchange Note Collection Account, 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 terms hereof. Notwithstanding any statement to the best contrary contained herein or in any other 2016-B Basic Document, neither the Indenture Trustee, any Holder nor other Person shall have a security interest in any funds held in connection with the Tax Owner’s Master Exchange Program in an account that is not one of its ability the 2016-B Bank Accounts established pursuant to the end 2016-B Servicing Supplement for the exclusive benefit of the Noteholders, including any funds that represent the net proceeds from the sale or other disposition of a 2016-B Vehicle, and no funds in any such other accounts shall be included in the Trust Estate; provided, that, so long as an Event of Default has occurred and is continuing, the Servicer shall remit actual net proceeds from the sale or other disposition of a 2016-B Vehicle directly into the 2016-B Exchange Note Collection Account. It is the intention of the parties hereto that the interests preceding sentence shall satisfy the requirements of Section 1.1031(k)-1(g)(4) of the Holders Treasury Regulations with respect to prohibiting the Tax Owner from having the right to receive, pledge, borrow or otherwise obtain the benefits of the Notes may be adequately and effectively protectedmoney or other property held in such other accounts.

GRANTING CLAUSE. The 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 Issuer’s right, title and interest in and to, whether now owned or hereafter acquired, now existing or hereafter arising and wherever located (a) the Receivables listed on Schedule A and all moneys received thereon on or after the Cutoff Date; (b) the security interests in the Financed Vehicles and any accessions thereto granted by Obligors pursuant to the Receivables and any other interest of the Depositor in such Financed Vehicles; (c) any Liquidation Proceeds and any other proceeds from claims on any physical damage, 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 property that shall have secured a Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer, or the Issuer; (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, securities or other assets credited from time to time to the Trust Accounts and all investments therein and proceeds thereof (including all Investment Earnings thereonon the Reserve Account and the initial Reserve Account Deposit); (h) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement; and (i) 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 and other property that at any time constitute all or part of or are included in the proceeds of any of the foregoing (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. (2020-A 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, 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 to the best of its ability to the end that the interests of the Holders of the Notes may be adequately and effectively protected.

GRANTING CLAUSE. The 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 Issuer’s 's right, title and interest in and tointerest, whether now owned or hereafter acquired, now existing or hereafter arising in and wherever located to: (ai) the Receivables listed on Schedule A and all moneys received thereon on or after the Cutoff DateTrust Estate; (bii) the security interests in the Financed Vehicles Issuer's rights and any accessions thereto granted by Obligors pursuant to the Receivables and any other interest benefits but none of the Depositor in such Financed Vehicles; (c) any Liquidation Proceeds and any other proceeds from claims on any physical damage, 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 property that shall have secured a Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer, or the Issuer; (e) all documents and other items contained in the Receivable Files; (f) its obligations under the Sale and Servicing Agreement (including all of the Depositor’s rights, Issuer's right to cause the Seller to repurchase Mortgage Loans from the Issuer under the circumstances described therein); (iii) the Issuer's rights and benefits but none of its obligations, obligations under the Receivables Purchase Agreement assigned to the Issuer pursuant to the Sale and Servicing Custodial Agreement; (giv) the Issuer's rights and benefits but none of its obligations under the Mortgage Loan Purchase Agreement; (v) the Trust Account and the Interest Rate Cap Account and all right, title amounts and interest property in the Trust Accounts, all funds, securities or other assets credited Account and the Interest Rate Cap Account from time to time, and the Security Entitlements to all Financial Assets credited to such accounts from time to time; (vi) all other property of the Trust Accounts and all investments therein and proceeds thereof (including all Investment Earnings thereon); (h) any proceeds from any Receivable repurchased by a Dealer pursuant time to a Dealer Agreementtime; and (ivii) 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 and other property that which at any time constitute all or part of or are included in the proceeds of any of the foregoing (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 prejudiceto secure (i) the payment of all amounts due on the Notes in accordance with their terms, priority or distinction(ii) the payment of all other sums payable under the Indenture with respect to the Notes, and (iiiii) 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 txx xxovisions of this Indenture and agrees to perform its duties required of it in this Indenture to the best of in accordance with its ability to the end that the interests of the Holders of the Notes may be adequately and effectively protectedterms.

GRANTING CLAUSE. The Issuer hereby Grants to the Indenture Trustee at on the 201_-[__] Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, without recourse, all of the Issuer’s right, title and interest in and to, whether now owned or hereafter acquired, now existing or hereafter arising and wherever located to (a) the Receivables listed on Schedule A and all moneys received thereon on or after the Cutoff Date; (b) the security interests in the Financed Vehicles and any accessions thereto granted by Obligors pursuant to the Receivables and any other interest of the Depositor in such Financed Vehicles; (c) any Liquidation Proceeds and any other proceeds from claims on any physical damage, 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 property that shall have secured a Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer, or the Issuer; (ei) all documents and other items contained in the Receivable Files; rights (f) the Sale and Servicing Agreement including all of the Depositor’s rights, but none of its the obligations) of the Issuer as holder of the 201_-[__] Exchange Note, under including the Receivables Purchase Agreement assigned right of the Issuer to receive payments with respect to the Issuer pursuant to the Sale and Servicing Agreement; 201_-[__] Exchange Note, (gii) all right, title and interest rights of the Issuer in the Trust 201_-[__] Bank Accounts, all funds, securities or other assets credited from time to time to funds on deposit in the Trust 201_-[__] Bank Accounts and all investments therein and proceeds thereof (proceeds, including all Investment Earnings thereoninvestment earnings (net of losses and investment expenses); , from amounts on deposit in the 201_-[__] Bank Accounts, (hiii) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer all rights of the Issuer under the 201_-[__] Basic Documents, including its rights as assignee of the Transferor under the First-Tier Sale Agreement; , (iv) the rights of the Issuer as third-party beneficiary of the Basic Servicing Agreement, the 201_-[__] Servicing Supplement and the 201_-[__] Exchange Note Supplement and (iv) 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 and other property that which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “201_-[__] 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, except as otherwise provided in this Indenture and (ii) the other 201_-[__] Basic Documents, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as trustee on behalf of the Holders of the Notes201_-[__] Secured Parties, acknowledges such GrantGrant and the Grant by the Titling Trust under the Titling Trust Control Agreement of a security interest in the 201_-[__] Exchange Note Collection Account, 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 terms hereof. Notwithstanding any statement to the best contrary contained herein or in any other 201_-[__] Basic Document, neither the Indenture Trustee, any Holder nor other Person shall have a security interest in any funds held in connection with the Tax Owner’s Master Exchange Program in an account that is not one of its ability the 201_-[__] Bank Accounts established pursuant to the end 201_-[__] Servicing Supplement for the exclusive benefit of the Noteholders, including any funds that represent the net proceeds from the sale or other disposition of a 201_-[__] Vehicle, and no funds in any such other accounts shall be included in the Trust Estate; provided, that, so long as an Event of Default has occurred and is continuing, the Servicer shall remit actual net proceeds from the sale or other disposition of a 201_-[__] Vehicle directly into the 201_-[__] Exchange Note Collection Account. It is the intention of the parties hereto that the interests preceding sentence shall satisfy the requirements of Section 1.1031(k)-1(g)(4) of the Holders Treasury Regulations with respect to prohibiting the Tax Owner from having the right to receive, pledge, borrow or otherwise obtain the benefits of the Notes may be adequately and effectively protected.money or other property held in such other accounts. ARTICLE ONE

GRANTING CLAUSE. The Issuer Issuing Entity hereby Grants to the Indenture Trustee at the Closing Date, as Indenture Trustee trustee for the benefit of the Holders of the Notes, all of the Issuer’s Issuing Entity's right, title and interest in and to, whether now owned or hereafter acquired, now existing or hereafter arising and wherever located created, (a) the Receivables listed on Schedule A Mortgage Loans and Substitute Mortgage Loans and the proceeds thereof and all moneys received thereon on or after rights under the Cutoff DateRelated Documents; (b) the security interests all funds on deposit from time to time in the Financed Vehicles and Master Servicer Collection Account, excluding any accessions thereto granted by Obligors pursuant to the Receivables and any other interest of the Depositor in investment income from such Financed Vehiclesfunds; (c) any Liquidation Proceeds all funds on deposit from time to time in the Payment Account and any other in all proceeds from claims on any physical damage, credit, life or disability insurance policies covering Financed Vehicles or the related Obligors, including any vendor’s single interest or other collateral protection insurance policythereof; (d) any property that shall have secured a Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer, or the IssuerREO Property; (e) all documents and other items contained in the Receivable Files; rights under (fI) the Sale and Servicing Agreement including all of the Depositor’s rights, but none of its obligations, under the Receivables Mortgage Loan Purchase Agreement as assigned to the Issuer pursuant Issuing Entity, with respect to the Sale Mortgage Loans as assigned to the Issuing Entity, (II) the Required Insurance Policies and any amounts paid or payable by the insurer under any Insurance Policy (to the extent the mortgagee has a claim thereto) and (III) the rights with respect to the Xxxxx Fargo Servicing Agreement; (g) all right, title and interest in the Trust Accounts, all funds, securities or other assets credited from time to time as assigned to the Trust Accounts and all investments therein and proceeds thereof (including all Investment Earnings thereon); (h) any proceeds from any Receivable repurchased Issuing Entity by a Dealer pursuant to a Dealer the Assignment Agreement; and (if) 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 under, and all proceeds of every kind and nature whatsoever in respect of of, any or all of the foregoingforegoing and all payments on or under, including and all proceeds of every kind and nature whatsoever in the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind kind, and other forms of obligations and receivables, instruments and other property that which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “"Trust Estate" or 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, subject to the priority or distinctionset forth herein, and (ii) to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as trustee on behalf of the Holders of the Notes, acknowledges such GrantXxxxx, accepts the trusts trust under this Indenture in accordance with the provisions hereof and each of this the Indenture Trustee and the Securities Administrator agree to perform their respective duties as Indenture Trustee and Securities Administrator as required herein. In connection with REMIC Conversion, the Issuing Entity, concurrently with the execution and delivery of the new REMIC Class A Indenture and agrees to perform its duties required in this Indenture new Underlying REMIC Trust Pooling and Servicing Agreement and the transfer by the Depositor of the same, shall transfer and assign to the best of Underlying REMIC Trust without recourse all its ability right, title and interest in and to the end that Collateral then remaining in the interests Trust Estate for the benefit of the Holders holders of the REMIC Certificates. At such time, the Issuing Entity shall also Grant to the Indenture Trustee all of the Issuing Entity’s right, title and interest in and to the REMIC Class A Certificates for the benefit of the holders of the REMIC Class A Notes may be adequately and effectively protectedthe new certificate then issued by the Issuing Entity representing the residual interest in the REMIC elected by the Issuing Entity. The Indenture Trustee shall declare that it holds and will hold the same in trust for the exclusive use and benefit of the holders of the REMIC Class A Notes and such new residual certificate.

GRANTING CLAUSE. The Issuer hereby Grants grants, transfers, assigns and otherwise conveys to the Indenture Trustee at on the Closing Date, as Indenture Trustee on behalf of and for the benefit of the Holders of the Notes, without recourse, all of the Issuer’s 's right, title and interest in (exclusive of the amount, if any, allocable to any rebatable insurance premium financed by any Contract) in, to and to, whether now owned or hereafter acquired, now existing or hereafter arising and wherever located under: (ai) the Receivables Initial Contracts and Subsequent Contracts secured by the Motorcycles (which Contracts shall be listed in the List of Contracts and Subsequent List of Contracts); (ii) certain monies due under the Initial Contracts and Subsequent Contracts on Schedule A and after the Initial Cutoff Date and Subsequent Cutoff Date, respectively, including, without limitation, all moneys payments of principal and interest with respect to any Motorcycles to which a Contract relates received thereon on or after the Initial Cutoff Date or Subsequent Cutoff Date and all other proceeds received on or in respect of such Contracts (other than payments of principal and interest due prior to the Initial Cutoff Date or Subsequent Cutoff Date); (biii) the security interests in the Financed Vehicles and any accessions thereto granted by Obligors pursuant to the Receivables and any other interest of the Depositor in such Financed VehiclesMotorcycles; (civ) any Liquidation Proceeds amounts on deposit in the Collection Account, the Note Distribution Account, the Reserve Fund, the Pre-Funding Account and any other the Interest Reserve Account, including all Eligible Investments therein and all income from the investment of funds therein and all proceeds therefrom; (v) proceeds from claims on any physical damage, credit, life or disability under certain insurance policies covering Financed Vehicles in respect of individual Motorcycles or obligors under the related Obligors, including any vendor’s single interest or other collateral protection insurance policyContracts; (dvi) any property that shall have secured a Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer, or the Issuer; (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, certain rights under the Receivables Purchase Agreement assigned to the Issuer pursuant to the Sale and Servicing Agreement; (gvii) all right, title and the protective security interest in certain of the above-described property granted by the Trust Accounts, all funds, securities or other assets credited from time to time to Depositor in favor of the Trust Accounts and all investments therein and proceeds thereof (including all Investment Earnings thereon)Issuer; (h) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement; and (iviii) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing foregoing; and (ix) 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 of 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 and other property that which at any time constitute all or part of or are included in the proceeds of any of the foregoing (as each such defined term is defined in Section 1.01) (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, except for the subordination of the Class B Notes provided herein and (ii) all other sums owing by the Issuer hereunder or under any other Transaction Document, 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 trust under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture to in accordance with its terms and the best of its ability to the end that the interests terms of the Holders of the Notes may be adequately and effectively protected.other Transaction Documents to which it is a party. ARTICLE ONE

GRANTING CLAUSE. The Issuer hereby Grants to the Indenture Trustee at the Closing Date, as Indenture Trustee trustee for the benefit of the Holders of the Notes, all of the Issuer’s right, title and interest in and to, to whether now owned or hereafter acquired, now existing or hereafter arising and wherever located created by (a) the Receivables listed on Schedule A Mortgage Loans, Qualified Substitute Mortgage Loans and the proceeds thereof and all moneys received thereon on or after rights under the Cutoff DateRelated Documents; (b) the security interests all funds on deposit from time to time in the Financed Vehicles and any accessions thereto granted by Obligors pursuant Collection Account allocable to the Receivables and Mortgage Loans excluding any other interest of the Depositor in investment income from such Financed Vehiclesfunds; (c) any Liquidation Proceeds all funds on deposit from time to time in the Payment Account and any other in all proceeds from claims on any physical damage, credit, life or disability insurance policies covering Financed Vehicles or the related Obligors, including any vendor’s single interest or other collateral protection insurance policythereof; (d) any property that shall have secured a Receivable and that shall have been acquired by or on behalf of all rights under (i) the Depositor, the Servicer, or Mortgage Loan Purchase Agreement as assigned to the Issuer, (ii) the Servicing Agreement, (iii) any title, hazard and primary insurance policies with respect to the Mortgaged Properties and (iv) the rights with respect to the Cap Contracts; (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, securities or other assets credited from time to time to the Trust Accounts and all investments therein and proceeds thereof (including all Investment Earnings thereon); (h) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement; and (i) 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 under, and all proceeds of every kind and nature whatsoever in respect of of, any or all of the foregoingforegoing and all payments on or under, including and all proceeds of every kind and nature whatsoever in the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind kind, and other forms of obligations and receivables, instruments and other property that which at any time constitute all or part of or are included in the proceeds of any of the foregoing and (f) all other property of the Issuer (collectively, the “Trust Estate” or 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 trustee on behalf of the Holders of the Notes, acknowledges such GrantGxxxx, accepts the trusts trust under this Indenture in accordance with the provisions of this Indenture hereof and agrees to perform its duties as Indenture Trustee as required in this Indenture to the best of its ability to the end that the interests of the Holders of the Notes may be adequately and effectively protectedherein.

GRANTING CLAUSE. The 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 Issuer’s right, title and interest in and to, whether now owned or hereafter acquired, now existing or hereafter arising and wherever located (a) the Receivables listed on Schedule A and all moneys received thereon on or after the Cutoff Date; (b) the security interests in the Financed Vehicles and any accessions thereto granted by Obligors pursuant to the Receivables and any other interest of the Depositor in such Financed Vehicles; (c) any Liquidation Proceeds and any other proceeds from claims on any physical damage, 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 property that shall have secured a Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer, or the Issuer; (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, securities or other assets credited from time to time to the Trust Accounts and all investments therein and proceeds thereof (including all Investment Earnings thereonon the Reserve Account and the initial Reserve Account Deposit); (h) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement; and (i) 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 and other property that at any time constitute all or part of or are included in the proceeds of any of the foregoing (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. (2021-A 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, 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 to the best of its ability to the end that the interests of the Holders of the Notes may be adequately and effectively protected.

GRANTING CLAUSE. The Issuer Issuing Entity hereby Grants to the Indenture Trustee at the Closing Date, as Indenture Trustee trustee for the benefit of the Holders of the Notes, all of the IssuerIssuing Entity’s right, title and interest in and to, to whether now owned or hereafter acquired, now existing or hereafter arising and wherever located created by (a) the Receivables listed on Schedule A Mortgage Loans, Qualified Substitute Mortgage Loans and the proceeds thereof and all moneys received thereon on or after rights under the Cutoff DateRelated Documents; (b) the security interests all funds on deposit from time to time in the Financed Vehicles and any accessions thereto granted by Obligors pursuant Collection Account allocable to the Receivables and Mortgage Loans excluding any other interest of the Depositor in investment income from such Financed Vehiclesfunds; (c) any Liquidation Proceeds all funds on deposit from time to time in the Payment Account and any other in all proceeds from claims on any physical damage, credit, life or disability insurance policies covering Financed Vehicles or the related Obligors, including any vendor’s single interest or other collateral protection insurance policythereof; (d) all rights under (i) the Mortgage Loan Purchase Agreement as assigned to the Issuing Entity, (ii) the Servicing Agreement, (iii) any property that shall have secured a Receivable title, hazard and that shall have been acquired by or on behalf of primary insurance policies with respect to the Depositor, Mortgaged Properties and (iv) the Servicer, or rights with respect to the IssuerInterest Rate Swap Agreement; (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, securities or other assets credited from time to time to the Trust Accounts and all investments therein and proceeds thereof (including all Investment Earnings thereon); (h) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement; and (i) 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 under, and all proceeds of every kind and nature whatsoever in respect of of, any or all of the foregoingforegoing and all payments on or under, including and all proceeds of every kind and nature whatsoever in the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind kind, and other forms of obligations and receivables, instruments and other property that which at any time constitute all or part of or are included in the proceeds of any of the foregoing and (f) all other property of the Issuing Entity (collectively, the “Trust Estate” or 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 trustee on behalf of the Holders of the Notes, acknowledges such GrantGxxxx, accepts the trusts trust under this Indenture in accordance with the provisions of this Indenture hereof and agrees to perform its duties as Indenture Trustee as required in this Indenture to the best of its ability to the end that the interests of the Holders of the Notes may be adequately and effectively protectedherein.

GRANTING CLAUSE. The 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 Issuer’s right, title and interest in and to, whether now owned or hereafter acquired, now existing or hereafter arising and wherever located (a) the Receivables listed on Schedule A and all moneys received thereon on or after the Cutoff Date; (b) the security interests in the Financed Vehicles and any accessions thereto granted by Obligors pursuant to the Receivables and any other interest of the Depositor in such Financed Vehicles; (c) any Liquidation Proceeds and any other proceeds from claims on any physical damage, 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 property that shall have secured a Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer, or the Issuer; (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, securities or other assets credited from time to time to the Trust Accounts and all investments therein and proceeds thereof (including all Investment Earnings thereonthe initial Reserve Account Deposit); (h) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement; and (i) 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 and other property that at any time constitute all or part of or are included in the proceeds of any of the foregoing (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, on behalf of the Holders of the Notes, acknowledges such GrantXxxxx, 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 best of its ability to the end that the interests of the Holders of the Notes may be adequately and effectively protected.

GRANTING CLAUSE. The Issuer hereby Grants grants to the Indenture Trustee at the Closing Date, as Indenture Trustee for the benefit of the Holders of Trustee, the NotesNoteholders, and any other Person to which any Issuer Obligations are payable (the “Secured Parties”), to secure the Issuer Obligations, a continuing Lien on all of the Issuer’s right, title and interest in in, to and to, under the following property whether now owned or hereafter acquired, now existing or hereafter arising created and wherever located (a) 100% interest in the Receivables listed on Schedule A and all moneys received thereon on or after the Cutoff DateTrust Certificate; (b) all Collections thereon received after the security interests in the Financed Vehicles and any accessions thereto granted by Obligors pursuant to the Receivables and any other interest of the Depositor in such Financed VehiclesCut-Off Date; (c) any Liquidation Proceeds and any other proceeds from claims on any physical damage, credit, life or disability insurance policies covering Financed Vehicles or the related Obligors, including any vendor’s single interest or other collateral protection insurance policyall Related Security; (d) the Collection Account, each Investor Account, the Reserve Account, any property that shall have secured a Receivable Series Account and that shall have been acquired any other account maintained by or on behalf the Trustee for the benefit of the DepositorSecured Parties of any Series of Notes (each such account, the Servicera “Trust Account”), or the Issuerall monies from time to time deposited therein and all Permitted Investments and other investment property from time to time credited thereto; (e) all documents certificates and other items contained in instruments, if any, representing or evidencing any or all of the Receivable FilesTrust Accounts or the funds on deposit therein from time to time; (f) the Sale and Servicing Agreement including all of the DepositorIssuer’s rights, powers and benefits, but none of its obligations, under the Receivables Purchase Agreement Transaction Documents or that have been assigned to the Issuer pursuant to the Sale and Servicing AgreementIssuer; (g) all right, title and interest in the Trust Accounts, all funds, securities or other assets credited additional property that may from time to time hereafter (pursuant to the Trust Accounts terms of any Series Supplement or otherwise) be subjected to the grant and all investments therein and proceeds thereof (including all Investment Earnings thereon); (h) any proceeds from any Receivable repurchased pledge made by a Dealer pursuant to a Dealer Agreementthe Issuer or by anyone on its behalf; and (ih) 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 and other property that which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “CollateralReceivables Trust Estate”). The Receivables Trust and the Receivables Trust Trustee hereby grant to the Trustee at the Closing Date, for the benefit of the Trustee, the Noteholders, and any other Secured Party, to secure the Issuer Obligations, a continuing Lien on all of the their right, title and interest in, to and under the Trust Estate. The foregoing Grant is Grants are made in trust to secure (i) 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 (ii) to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, on behalf for the benefit of the Holders of the NotesSecured Parties, hereby acknowledges such GrantGrants, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and the Lien on the Receivables Trust Estate conveyed by the Issuer pursuant to the Grant and the Lien on the Trust Estate conveyed by the Receivables Trust 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 to in accordance with the best provisions of its ability to the end that the interests of the Holders of the Notes may be adequately and effectively protectedthis Indenture.

GRANTING CLAUSE. The Issuer hereby Grants to the Indenture Trustee at the Closing Date, as Indenture Trustee trustee for the benefit of the Holders of the Notes, all of the Issuer’s 's right, title and interest in and to, to whether now owned or hereafter acquired, now existing or hereafter arising and wherever located created by (a) the Receivables listed on Schedule A Mortgage Loans and all moneys received thereon on or after the Cutoff Date; proceeds thereof, (b) the security interests all funds on deposit in the Financed Vehicles Funding Account, including all income from the investment and any accessions thereto granted by Obligors pursuant to the Receivables and any other interest reinvestment of the Depositor in such Financed Vehicles; funds therein, (c) all funds on deposit from time to time in the Collection Account allocable to the Mortgage Loans excluding any Liquidation Proceeds and any other proceeds investment income from claims on any physical damage, credit, life or disability insurance policies covering Financed Vehicles or the related Obligors, including any vendor’s single interest or other collateral protection insurance policysuch funds; (d) any property that shall have secured a Receivable all funds on deposit from time to time in the Payment Account and that shall have been acquired by or on behalf of the Depositor, the Servicer, or the Issuerin all proceeds thereof; (e) all documents the Policy 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, securities or other assets credited from time to time to the Trust Accounts and all investments therein and proceeds thereof (including all Investment Earnings thereon); (h) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement; and (i) all present and future claims, demands, causes of action and choses chooses in action in respect of any or all of the foregoing and all payments on or under under, and all proceeds of every kind and nature whatsoever in respect of of, any or all of the foregoingforegoing and all payments on or under, including and all proceeds of every kind and nature whatsoever in the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind kind, and other forms of obligations and receivables, instruments and other property that which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “"Trust Estate" or 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 trustee on behalf of the Holders of the Notes, acknowledges such Grant, accepts the trusts trust under this Indenture in accordance with the provisions of this Indenture hereof and agrees to perform its duties as Indenture Trustee as required in this Indenture to the best of its ability to the end that the interests of the Holders of the Notes may be adequately and effectively protectedherein.

GRANTING CLAUSE. The Issuer hereby Grants to the Indenture Trustee at the Closing Date, as Indenture Trustee trustee for the benefit of the Holders of Noteholders and the NotesEnhancer, all of the Issuer’s 's right, title and interest in and toto all accounts, chattel paper, general intangibles, contract rights, certificates of deposit, deposit accounts, instruments, documents, letters of credit, money, advices of credit, investment property, goods and other property consisting of, arising under or related to whether now owned or hereafter acquired, now existing or hereafter arising and wherever located created in any of the following: (a) the Receivables listed on Schedule A Initial Mortgage Loans and any Subsequent Mortgage Loans (together with the Cut-Off Date Principal Balances and any Additional Balances arising thereafter to and including the date immediately preceding the commencement of the Rapid Amortization Period), and all moneys received thereon on monies due or after the Cutoff Dateto become due thereunder; (b) the security interests in the Financed Vehicles Note Payment Account, all funds on deposit or credited thereto from time to time and any accessions thereto granted by Obligors pursuant to the Receivables and any other interest of the Depositor in such Financed Vehiclesall proceeds thereof; (c) the Capitalized Interest Account, all funds on deposit or credited thereto from time to time (other than any Liquidation Proceeds income thereon), the Pre-Funding Account, the Reserve Account, and any other proceeds the Funding Account, all funds on deposit or credited thereto from claims on any physical damage, credit, life or disability insurance policies covering Financed Vehicles or the related Obligors, including any vendor’s single interest or other collateral protection insurance policytime to time; (d) any property that shall have secured a Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer, or the Issuer; (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, securities or other assets credited from time to time to the Trust Accounts and all investments therein and proceeds thereof (including all Investment Earnings thereon); (h) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer AgreementPolicy; and (ie) 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 under, and all proceeds of every kind and nature whatsoever in respect of of, any or all of the foregoingforegoing and all payments on or under, including and all proceeds of every kind and nature whatsoever in the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind kind, and other forms of obligations and receivables, instruments and other property that which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “"Trust Estate" or 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 foregoing Grant shall inure to the benefit of the Enhancer in respect of draws made on the Policy and amounts owing from time to time pursuant to the Insurance Agreement (regardless of whether such amounts relate to the Notes or the Certificates), and such Grant shall continue in full force and effect for the benefit of the Enhancer until all such amounts owing to it have been repaid in full. The Indenture Trustee, as trustee on behalf of the Holders Noteholders of the Notes, acknowledges such GrantXxxxx, accepts the trusts trust under this Indenture in accordance with the provisions of this Indenture hereof and agrees to perform its duties as Indenture Trustee as required in this Indenture to the best of its ability to the end that the interests of the Holders of the Notes may be adequately and effectively protectedherein.

GRANTING CLAUSE. The 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 Issuer’s right, title and interest in and to, whether now owned or hereafter acquired, now existing or hereafter arising and wherever located (a) the Receivables listed on Schedule A and all moneys received thereon on or after the Cutoff Date; (b) the security interests in the Financed Vehicles and any accessions thereto granted by Obligors pursuant to the Receivables and any other interest of the Depositor in such Financed Vehicles; (c) any Liquidation Proceeds and any other proceeds from claims on any physical damage, 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 property that shall have secured a Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer, or the Issuer; (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, securities or other assets credited from time to time to the Trust Accounts and all investments therein and proceeds thereof (including all Investment Earnings thereon); (h) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement; and (i) 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 and other property that at any time constitute all or part of or are included in the proceeds of any of the foregoing (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. (2016-B 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, 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 to the best of its ability to the end that the interests of the Holders of the Notes may be adequately and effectively protected.

GRANTING CLAUSE. The 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 Issuer’s 's right, title and interest in and to, to whether now owned or hereafter acquired, now existing or hereafter arising and wherever located created (a) the Receivables listed on Schedule A Mortgage Loans and all moneys received monies and proceeds due thereon on or after the Cutoff Cut-off Date; , (b) the security interests in Servicing Agreement and the Financed Vehicles and any accessions thereto granted by Obligors pursuant to the Receivables and any other interest of the Depositor in such Financed Vehicles; Mortgage Loan Purchase Agreement, (c) any Liquidation Proceeds and any other proceeds from claims all funds on any physical damage, credit, life or disability insurance policies covering Financed Vehicles or deposit in the related ObligorsFunding Account, including any vendor’s single interest or other collateral protection insurance policy; all income from the investment and reinvestment of funds therein, (d) any property that shall have secured a Receivable and that shall have been acquired by or all funds on behalf of deposit from time to time in the Depositor, Collection Account allocable to the Servicer, or the IssuerMortgage Loans; (e) all documents and other items contained funds on deposit from time to time in the Receivable FilesPayment Account and in all proceeds thereof; (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, securities or other assets credited from time to time to the Trust Accounts and all investments therein and proceeds thereof (including all Investment Earnings thereon); (h) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer AgreementPolicy; and (ig) all present and future claims, demands, causes of action and choses chooses in action in respect of any or all of the foregoing and all payments on or under under, and all proceeds of every kind and nature whatsoever in respect of of, any or all of the foregoingforegoing and all payments on or under, including and all proceeds of every kind and nature whatsoever in the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind kind, and other forms of obligations and receivables, instruments and other property that which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “"Trust Estate" or 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 GrantXxxxx, accepts the trusts trust under this Indenture in accordance with the provisions of this Indenture hereof and agrees to perform its duties as Indenture Trustee as required in this Indenture to the best of its ability to the end that the interests of the Holders of the Notes may be adequately and effectively protectedherein.

GRANTING CLAUSE. The Issuer Issuing Entity hereby Grants to the Indenture Trustee at on the Closing Date, as Indenture Trustee trustee for the benefit of the Holders of the Notes, all of the Issuer’s Issuing Entity's right, title and interest in and to, to whether now owned or hereafter acquired, now existing or hereafter arising and wherever located created by (a) the Receivables listed on Schedule A Mortgage Loans and all moneys received thereon on or after the Cutoff Date; proceeds thereof, (b) the security interests all funds on deposit in the Financed Vehicles Funding Account, including all income from the investment and any accessions thereto granted by Obligors pursuant to the Receivables and any other interest reinvestment of the Depositor in such Financed Vehicles; funds therein, (c) all funds on deposit from time to time in the Collection Account allocable to the Mortgage Loans excluding any Liquidation Proceeds and any other proceeds investment income from claims on any physical damage, credit, life or disability insurance policies covering Financed Vehicles or the related Obligors, including any vendor’s single interest or other collateral protection insurance policysuch funds; (d) any property that shall have secured a Receivable all funds on deposit from time to time in the Payment Account and that shall have been acquired by or on behalf of the Depositor, the Servicer, or the Issuerin all proceeds thereof; (e) all documents the Policy 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, securities or other assets credited from time to time to the Trust Accounts and all investments therein and proceeds thereof (including all Investment Earnings thereon); (h) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement; and (i) all present and future claims, demands, causes of action and choses chooses in action in respect of any or all of the foregoing and all payments on or under under, and all proceeds of every kind and nature whatsoever in respect of of, any or all of the foregoingforegoing and all payments on or under, including and all proceeds of every kind and nature whatsoever in the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind kind, and other forms of obligations and receivables, instruments and other property that which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “"Trust Estate" or 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 trustee on behalf of the Holders of the Notes, acknowledges such Grant, accepts the trusts trust under this Indenture in accordance with the provisions of this Indenture xxxxxsions hereof and agrees to perform its duties as Indenture Trustee as required in this Indenture to the best of its ability to the end that the interests of the Holders of the Notes may be adequately and effectively protectedherein.

GRANTING CLAUSE. The Issuer hereby Grants grants, transfers, assigns and otherwise conveys to the Indenture Trustee at on the Closing Date, as Indenture Trustee on behalf of and for the benefit of the Holders of the Notes, without recourse, all of the Issuer’s right, title and interest (i) in, to, and under the Underlying Trust Certificate, the Underlying Trust and the Underlying Trust Agreement, (ii) in, to, and under the Administration Agreement, (iii) in amounts on deposit in the Collection Account, the Note Distribution Account and the Reserve Fund, including all Eligible Investments therein and all income from the investment of funds therein and all proceeds therefrom, and (iv) in and toto the proceeds of the sale of the Notes (until distributed or expended for the purpose for which the Notes were issued) and the revenues, whether now owned or hereafter acquiredmoneys, now existing or hereafter arising evidences of indebtedness, instruments, securities, and wherever located other financial assets (aincluding any earnings thereon) in and payable into the Receivables listed on Schedule A and all moneys received thereon on or after the Cutoff Date; (b) the security interests Collection Account, in the Financed Vehicles manner and any accessions thereto granted by Obligors pursuant subject to the Receivables and any other interest prior applications provided in Article Seven of the Depositor in such Financed Vehicles; (c) any Liquidation Proceeds and any other proceeds from claims on any physical damage, 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 property that shall have secured a Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer, or the Issuer; (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 fundsas hereinbefore and hereinafter defined, securities including any contract or any evidence of indebtedness or other assets credited from time to time to the Trust Accounts and all investments therein and proceeds thereof (including all Investment Earnings thereon); (h) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement; and (i) all present and future claims, demands, causes of action and choses in action in respect of any or all rights 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 Issuer to payment of any and every kind and other forms of obligations and receivables, instruments and other property that at any time constitute all or part of or are included in the proceeds of receive any of the foregoing same (as each such defined term is defined in Section 1.01) (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, except as expressly provided herein with respect to distinctions among Classes of Notes and (ii) between payments in respect of Notes and all other sums owing by the Issuer hereunder or under any other Transaction Document, 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 trust under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture to in accordance with its terms and the best of its ability to the end that the interests terms of the Holders of the Notes may be adequately and effectively protected.other Transaction Documents to which it is a party. ARTICLE ONE

GRANTING CLAUSE. The Note Issuer hereby Grants to the Indenture Note Trustee at the Closing Issuance Date, as Indenture Note Trustee for the benefit of the Holders of the Notes, all of the Note Issuer’s 's right, title and interest in and to, whether now owned or hereafter acquired, now existing or hereafter arising and wherever located to (a) the Receivables listed on Schedule A and all moneys received thereon on or after Transition Property transferred by the Cutoff Date; (b) the security interests in the Financed Vehicles and any accessions thereto granted by Obligors pursuant Seller to the Receivables and any other interest of the Depositor in such Financed Vehicles; (c) any Liquidation Proceeds and any other proceeds from claims on any physical damage, 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 property that shall have secured a Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer, or the Issuer; (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 Note Issuer pursuant to the Sale Agreement and all proceeds thereof, (b) the Sale Agreement, (c) the Servicing Agreement; , (gd) the Administration Agreement, (e) the Collection Account (including all subaccounts thereof) and all amounts or investment property on deposit therein or credited thereto from time to time, (f) all right, title and interest in the Trust Accounts, all funds, securities or other assets credited property of whatever kind owned from time to time by the Note Issuer, including accounts, general intangibles, equipment and inventory, (g) the security interest with respect to the Trust Accounts and all investments therein and proceeds thereof (including all Investment Earnings thereon); Transition Property granted by the Seller to the Note Issuer in the Sale Agreement, (h) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement; and (i) 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 kind, and other forms of obligations and receivables, instruments and other property that which at any time constitute all or part of or are included in the proceeds of any of the foregoing and (i) all proceeds of the foregoing (collectively, the “"Collateral”"; it being understood that the following do not constitute Collateral: (i) amounts required to be released pursuant to or contemplated in the terms hereof, including net investment earnings on the Capital Subaccount that are required to be released to the Note Issuer pursuant to Article VIII and (ii) proceeds from the sale of the Notes required to pay costs of issuance with respect to the Notes or the Certificates as set forth on the flow of funds memorandum delivered on the Issuance Date (together with any interest earnings thereon), it being understood that such amounts described in clauses (i) and (ii) above shall not be subject to Sections 3.10(b) or 3.19. The foregoing Grant is made in trust to secure (i) the payment of principal of and of, interest on, and any other amounts (which shall include all amounts payable to the Note Trustee, the Certificate Trustee and the Delaware Trustee under this Note Indenture, the Certificate Indenture and the Fee and Indemnity Agreement) owing in respect of, of the Notes, equally and ratably without prejudice, priority or distinction, except as expressly provided in this Note Indenture, and (ii) to secure compliance with the provisions of this IndentureNote Indenture with respect to the Notes, all as provided in this Note Indenture. This Note Indenture constitutes a security agreement within the meaning of the UCC to the extent that, under Connecticut law, the provisions of the UCC are applicable hereto. The Indenture Note Trustee, as trustee on behalf of the Holders of the Notes, acknowledges such Grantgrant, 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 herein required. AND IT IS HEREBY COVENANTED, DECLARED AND AGREED between the parties hereto that all Notes are to be issued, countersigned and delivered and that all of the Collateral is to be held and applied, subject to the best of further covenants, conditions, releases, uses and trusts hereinafter set forth, and the Note Issuer, for itself and any successor, does hereby covenant and agree to and with the Note Trustee and its ability to successors in said trust, for the end that the interests benefit of the Holders of the Notes may be adequately and effectively protected.Holders, as follows:

GRANTING CLAUSE. The 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 Issuer’s right, title and interest in and to, whether now owned or hereafter acquired, now existing or hereafter arising and wherever located (a) the Receivables listed on Schedule A and all moneys received thereon on or after the Cutoff Date; (b) the security interests in the Financed Vehicles and any accessions thereto granted by Obligors pursuant to the Receivables and any other interest of the Depositor in such Financed Vehicles; (c) any Liquidation Proceeds and any other proceeds from claims on any physical damage, 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 property that shall have secured a Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer, or the Issuer; (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, securities or other assets credited from time to time to the Trust Accounts and all investments therein and proceeds thereof (including all Investment Earnings thereonthe initial Reserve Account Deposit); (h) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement; and (i) 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 and other property that at any time constitute all or part of or are included in the proceeds of any of the foregoing (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. (2023-A 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, on behalf of the Holders of the Notes, acknowledges such GrantGxxxx, 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 best of its ability to the end that the interests of the Holders of the Notes may be adequately and effectively protected.

GRANTING CLAUSE. The Issuer hereby Grants to the Indenture Trustee at the Closing Date, as Indenture Trustee trustee for the benefit of the Holders of the each Class of Notes, all of the Issuer’s 's right, title and interest in in, to and tounder, whether now owned or hereafter acquired, now existing or hereafter arising and wherever located created, (ai) the Receivables listed on Schedule A Loans and all moneys payments and other collections in respect of the Loans received thereon on or due after the Cutoff Cut-off Date; , (bii) the security interests in the Financed Vehicles and any accessions thereto granted by Obligors pursuant to the Receivables and any other interest of the Depositor in such Financed Vehicles; Loan Purchase Agreements, (ciii) any Liquidation Proceeds and any other proceeds from claims on any physical damage, 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 real property that shall have secured a Receivable and that shall have been acquired by or on behalf of the DepositorIssuer, the Servicer, or the Issuer; (eiv) 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, securities or other assets credited such funds as from time to time to are deposited in the Trust Accounts in the Payment Account and in all investments therein and proceeds thereof (including all Investment Earnings thereon); (h) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreementthereof; and (iv) 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 under, and all proceeds of every kind and nature whatsoever in respect of of, any or all of the foregoingforegoing and all payments on or under, including and all proceeds of every kind and nature whatsoever in the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind kind, and other forms of obligations and receivables, instruments and other property that which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “"Trust Estate" or 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 trustee on behalf of the Holders of the Notes, acknowledges such GrantXxxxx, accepts the trusts trust under this Indenture in accordance with the provisions of this Indenture hereof and agrees to perform its duties as Indenture Trustee as required in this Indenture to the best of its ability to the end that the interests of the Holders of the Notes may be adequately and effectively protectedherein.

GRANTING CLAUSE. The Subject to the terms of this Indenture, the Issuer hereby Grants to the Indenture Trustee at the Closing Date, as Indenture Trustee for the benefit of the Holders of Noteholders and the NotesSwap Provider, all of the IssuerTrust’s right, title and interest in and to, whether now owned or hereafter acquired, now existing or hereafter arising and wherever located : (ai) the Receivables listed on Schedule A and all moneys received thereon on or after the Cutoff DateMortgage Loans; (b) the security interests in the Financed Vehicles and any accessions thereto granted by Obligors pursuant to the Receivables and any other interest of the Depositor in such Financed Vehicles; (c) any Liquidation Proceeds and any other proceeds from claims on any physical damage, 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 property that shall have secured a Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer, or the Issuer; (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; (gii) all right, title and interest of the Issuer in the Trust Accounts, Sale and Servicing Agreement with respect to the Mortgage Loans (including the Trust’s right to cause the Sponsor to repurchase Mortgage Loans from the Issuer under certain circumstances described therein); (iii) all funds, securities or other assets credited funds on deposit from time to time to in (a) the Trust Accounts Collection Account and all investments therein and proceeds thereof (including all Investment Earnings thereon)b) the Payment Account; (hiv) any proceeds the Swap Agreement; (v) all other property of the Issuer from any Receivable repurchased by a Dealer pursuant time to a Dealer Agreementtime; and (ivi) 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 and other property that which at any time constitute all or part of or are included in the proceeds of any of the foregoing (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 holders of the NotesNotes and the Swap Provider, acknowledges such the foregoing Grant, accepts the trusts under this Indenture hereunder in accordance with the provisions good faith and without notice of this Indenture any adverse claim or liens and agrees to perform its duties required in this Indenture to the best of its ability as specifically set forth herein to the end that the interests of the Holders holders of the related Notes may be adequately and effectively protected. The Indenture Trustee agrees and acknowledges that each item of Collateral that is physically delivered to the Indenture Trustee will be held by the Indenture Trustee in California.

GRANTING CLAUSE. The Issuer Issuing Entity hereby Grants to the Indenture Trustee at the Closing Date, as Indenture Trustee trustee for the benefit of the Holders of the Notes, all of the IssuerIssuing Entity’s right, title and interest in and tointerest, whether now owned or hereafter acquired, now existing or hereafter arising in and wherever located to (a) the Receivables listed on Schedule A and all moneys received due thereon on or after the Cutoff Cut-off Date; (b) the security interests in the Financed Vehicles and any accessions thereto Equipment granted by Obligors pursuant to the Receivables and any other interest of the Depositor Issuing Entity in such the Financed VehiclesEquipment; (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 Equipment or the related Obligors, including any vendor’s single interest or other collateral protection insurance policy; (d) any property that shall have secured a Receivable and that shall have been acquired by or on behalf of the DepositorPurchase Agreement, including the Servicer, or right assigned to the IssuerIssuing Entity to cause JDCC to repurchase Receivables from the Seller under certain circumstances; (e) all documents and other items contained funds on deposit from time to time in the Receivable FilesTrust Accounts, including the Reserve Account Initial Deposit, and in all investments and proceeds thereof (including all income thereon); (f) the Sale and Servicing Agreement (including all rights of the Depositor’s rights, but none of its obligations, Seller under the Receivables Purchase Agreement assigned to the Issuer Issuing Entity pursuant to the Sale and Servicing Agreement; (g) all right, title and interest in the Trust Accounts, all funds, securities or other assets credited from time to time to the Trust Accounts and all investments therein and proceeds thereof (including all Investment Earnings thereon); (h) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement; and (ig) 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, 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 and other property that which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “Collateral”). This Indenture shall constitute a security agreement for purposes of the Uniform Commercial Code as in effect in the States of New York and Delaware on the date hereof. 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, 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, and accepts the trusts under this Indenture in accordance with the provisions of this Indenture for the use and agrees to perform its duties required in this Indenture to the best benefit of its ability to the end that the interests of the Holders of the Notes may be adequately and effectively protectedsuch Holders.

GRANTING CLAUSE. The Issuer hereby Grants to the Indenture Trustee at the Closing Date, as Indenture Trustee trustee for the benefit of the Holders of the Notes, all of the Issuer’s 's right, title and interest in and to, to whether now owned or hereafter acquired, now existing or hereafter arising and wherever located created (a) the Receivables listed on Schedule A and all moneys received thereon on or after the Cutoff Date; Grantor Trust Certificate, (b) the security interests in the Financed Vehicles and any accessions thereto granted by Obligors pursuant to the Receivables and any other interest of the Depositor in such Financed Vehicles; (c) any Liquidation Proceeds and any other proceeds from claims all funds on any physical damage, 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 property that shall have secured a Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer, or the Issuer; (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, securities or other assets credited deposit from time to time to in the Trust Accounts Payment Account and in all investments therein and proceeds thereof (including all Investment Earnings thereon); (h) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreementthereof; and (ic) 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 under, and all proceeds of every kind and nature whatsoever in respect of of, any or all of the foregoingforegoing and all payments on or under, including and all proceeds of every kind and nature whatsoever in the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind kind, and other forms of obligations and receivables, instruments and other property that which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “"Trust Estate" or 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 trustee on behalf of the Holders of the Notes, acknowledges such Grant, accepts the trusts under trust uxxxx this Indenture in accordance with the provisions of this Indenture hereof and agrees to perform its duties as Indenture Trustee as required in this Indenture to the best of its ability to the end that the interests of the Holders of the Notes may be adequately and effectively protectedherein.

GRANTING CLAUSE. The 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 Issuer’s right, title and interest in and to, whether now owned or hereafter acquired, now existing or hereafter arising and wherever located (a) the Receivables listed on Schedule A and all moneys received thereon on or after the Cutoff Date; (b) the security interests in the Financed Vehicles and any accessions thereto granted by Obligors pursuant to the Receivables and any other interest of the Depositor in such Financed Vehicles; (c) any Liquidation Proceeds and any other proceeds from claims on any physical damage, 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 property that shall have secured a Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer, or the Issuer; (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, securities or other assets credited from time to time to the Trust Accounts and all investments therein and proceeds thereof (including all Investment Earnings thereonon the Reserve Account and the initial Reserve Account Deposit); (h) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement; and (i) 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 and other property that at any time constitute all or part of or are included in the proceeds of any of the foregoing (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. vi (2020-B 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, 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 to the best of its ability to the end that the interests of the Holders of the Notes may be adequately and effectively protected.

GRANTING CLAUSE. The Note Issuer hereby Grants to the Indenture Note Trustee at the Closing Issuance Date, as Indenture Note Trustee for the benefit of the Holders of the NotesNotes and the Note Trustee, all of the Note Issuer’s right, title and interest in and to, whether now owned or hereafter acquired, now existing or hereafter arising and wherever located to (a) the Receivables listed on Schedule A and all moneys received thereon on or after Transition Property transferred by the Cutoff Date; (b) the security interests in the Financed Vehicles and any accessions thereto granted by Obligors pursuant Seller to the Receivables and any other interest of the Depositor in such Financed Vehicles; (c) any Liquidation Proceeds and any other proceeds from claims on any physical damage, 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 property that shall have secured a Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer, or the Issuer; (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 Note Issuer pursuant to the Sale Agreement and all proceeds thereof, (b) the Statutory Lien, (c) the Sale Agreement, (d) the Servicing Agreement; , (e) the Administration Agreement, (f) the Collection Account (including all subaccounts thereof) and all amounts or investment property on deposit therein or credited thereto from time to time, (g) all right, title and interest in the Trust Accounts, all funds, securities or other assets credited property of whatever kind owned from time to time to by the Trust Accounts Note Issuer, including accounts, general intangibles, equipment and all investments therein and proceeds thereof (including all Investment Earnings thereon); inventory, (h) any proceeds from any Receivable repurchased the security interest with respect to the Transition Property granted by a Dealer pursuant the Seller to a Dealer the Note Issuer in the Sale Agreement; and , (i) 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 kind, and other forms of obligations and receivables, instruments and other property that which at any time constitute all or part of or are included in the proceeds of any of the foregoing and (j) all proceeds of the foregoing (collectively, the “Collateral”); it being understood that the following do not constitute Collateral: (i) amounts required to be released pursuant to or contemplated in the terms hereof, including net investment earnings on the Capital Subaccount that are required to be released to the Note Issuer pursuant to Article VIII and (ii) proceeds from the sale of the Notes required to pay the purchase price of the Transition Property paid pursuant to the Sale Agreement and the costs of issuance with respect to the Notes or an allocable portion of the Certificates as set forth on the flow of funds memorandum delivered on the Issuance Date (together with any interest earnings thereon), it being understood that such amounts described in clauses (i) and (ii) above shall not be subject to Section 3.19. The foregoing Grant is Grants are made to the Note Trustee in trust to secure (i) the payment of principal of and of, interest on, and any all other amounts (which shall include all amounts payable to the Note Trustee under this Note Indenture, the Certificate Indenture, the Fee and Indemnity Agreement and the other Basic Documents) owing in respect of, the Notes, including all amounts payable to the Note Trustee, the Certificate Trustee and the Delaware Trustee under this Note Indenture, the Certificate Indenture, the Fee and Indemnity Agreement and the other Basic Documents (collectively, the “Secured Obligations”), equally and ratably without prejudice, priority or distinction, except as expressly provided in this Note Indenture, and (ii) to secure compliance with the provisions of this IndentureNote Indenture with respect to the Notes, all as provided in this Note Indenture. This Note Indenture constitutes a security agreement within the meaning of the UCC or the Statute to the extent that, under Massachusetts law, the provisions of the UCC or the Statute are applicable hereto. The Indenture Note Trustee, as trustee on behalf of the Holders of the NotesNotes and as agent for itself, acknowledges such GrantGrants, 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 herein required. AND IT IS HEREBY COVENANTED, DECLARED AND AGREED between the parties hereto that all Notes are to be issued, countersigned and delivered and that all of the Collateral is to be held and applied, subject to the best of further covenants, conditions, releases, uses and trusts hereinafter set forth, and the Note Issuer, for itself and any successor, does hereby covenant and agree to and with the Note Trustee and its ability to successors in said trust, for the end that the interests benefit of the Holders of and the Notes may be adequately and effectively protected.Note Trustee, as follows:

GRANTING CLAUSE. The Note Issuer hereby Grants to the Indenture Note Trustee at the Closing Issuance Date, as Indenture Note Trustee for the benefit of the Holders of the NotesNotes and the Note Trustee, all of the Note Issuer’s right, title and interest in and to, whether now owned or hereafter acquired, now existing or hereafter arising and wherever located to (a) the Receivables listed on Schedule A and all moneys received thereon on or after Transition Property transferred by the Cutoff Date; (b) the security interests in the Financed Vehicles and any accessions thereto granted by Obligors pursuant Seller to the Receivables and any other interest of the Depositor in such Financed Vehicles; (c) any Liquidation Proceeds and any other proceeds from claims on any physical damage, 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 property that shall have secured a Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer, or the Issuer; (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 Note Issuer pursuant to the Sale Agreement and all proceeds thereof, (b) the Statutory Lien, (c) the Sale Agreement, (d) the Servicing Agreement; , (e) the Administration Agreement, (f) the Collection Account (including all subaccounts thereof) and all amounts or investment property on deposit therein or credited thereto from time to time, (g) all right, title and interest in the Trust Accounts, all funds, securities or other assets credited property of whatever kind owned from time to time to by the Trust Accounts Note Issuer, including accounts, general intangibles, equipment and all investments therein and proceeds thereof (including all Investment Earnings thereon); inventory, (h) any proceeds from any Receivable repurchased the security interest with respect to the Transition Property granted by a Dealer pursuant the Seller to a Dealer the Note Issuer in the Sale Agreement; and , (i) 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 kind, and other forms of obligations and receivables, instruments and other property that which at any time constitute all or part of or are included in the proceeds of any of the foregoing and (j) all proceeds of the foregoing (collectively, the “Collateral”; it being understood that the following do not constitute Collateral: (i) amounts required to be released pursuant to or contemplated in the terms hereof, including net investment earnings on the Capital Subaccount that are required to be released to the Note Issuer pursuant to Article VIII and (ii) proceeds from the sale of the Notes required to pay the purchase price of the Transition Property paid pursuant to the Sale Agreement and the costs of issuance with respect to the Notes or an allocable portion of the Certificates as set forth on the flow of funds memorandum delivered on the Issuance Date (together with any interest earnings thereon), it being understood that such amounts described in clauses (i) and (ii) above shall not be subject to Section 3.19. The foregoing Grant is Grants are made to the Note Trustee in trust to secure (i) the payment of principal of and of, interest on, and any all other amounts (which shall include all amounts payable to the Note Trustee under this Note Indenture, the Certificate Indenture, the Fee and Indemnity Agreement and the other Basic Documents) owing in respect of, the Notes, including all amounts payable to the Note Trustee, the Certificate Trustee and the Delaware Trustee under this Note Indenture, the Certificate Indenture, the Fee and Indemnity Agreement and the other Basic Documents (collectively, the “Secured Obligations”), equally and ratably without prejudice, priority or distinction, except as expressly provided in this Note Indenture, and (ii) to secure compliance with the provisions of this IndentureNote Indenture with respect to the Notes, all as provided in this Note Indenture. This Note Indenture constitutes a security agreement within the meaning of the UCC or the Statute to the extent that, under Massachusetts law, the provisions of the UCC or the Statute are applicable hereto. The Indenture Note Trustee, as trustee on behalf of the Holders of the NotesNotes and as agent for itself, acknowledges such GrantGrants, 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 herein required. AND IT IS HEREBY COVENANTED, DECLARED AND AGREED between the parties hereto that all Notes are to be issued, countersigned and delivered and that all of the Collateral is to be held and applied, subject to the best of further covenants, conditions, releases, uses and trusts hereinafter set forth, and the Note Issuer, for itself and any successor, does hereby covenant and agree to and with the Note Trustee and its ability to successors in said trust, for the end that the interests benefit of the Holders of and the Notes may be adequately and effectively protected.Note Trustee, as follows:

GRANTING CLAUSE. The Subject to the terms of this Indenture, the Issuer hereby Grants to the Indenture Trustee at on the Closing Date, as Indenture Trustee for the benefit of the Holders Owners of the NotesNotes and the Note Insurer, all of the Issuer’s 's right, title and interest in and to, whether now owned or hereafter acquired, now existing or hereafter arising and wherever located : (ai) the Receivables listed on Schedule A and all moneys received thereon on or after the Cutoff DateTrust Estate; (b) the security interests in the Financed Vehicles and any accessions thereto granted by Obligors pursuant to the Receivables and any other interest of the Depositor in such Financed Vehicles; (c) any Liquidation Proceeds and any other proceeds from claims on any physical damage, 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 property that shall have secured a Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer, or the Issuer; (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; (gii) all right, title and interest of the Issuer in the Trust Accounts, all funds, securities or other assets credited from time to time to the Trust Accounts Sale and all investments therein and proceeds thereof Servicing Agreement (including all Investment Earnings thereonthe Issuer's right to cause the Seller to repurchase Home Equity Loans from the Issuer under certain circumstances described therein); (h) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement; and (iiii) 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 and other property that which at any time constitute all or part of or are included in the proceeds of any of the foregoing foregoing; (iv) all funds on deposit from time to time in the Accounts (including the Note Account) and (v) all other property of the Trust from time to time (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 Owners of the NotesNotes and the Note Insurer, 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 to the best of its ability to the end that the interests of the Holders Owners of the Notes and the Note Insurer may be adequately and effectively protected. The Indenture Trustee agrees and acknowledges that the Files will be held by the Custodian, as agent of the Indenture Trustee, in trust, for the use and benefit of the Issuer, the Note Insurer and all present and future Owners of the Notes in Tampa, Florida. The Indenture Trustee further agrees and acknowledges that each other item of Collateral that is physically delivered to the Indenture Trustee will be held by the Indenture Trustee in New York, New York.

GRANTING CLAUSE. The 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 Issuer’s right, title and interest in and to, whether now owned or hereafter acquired, now existing or hereafter arising and wherever located (a) the Receivables listed on Schedule A and all moneys received thereon on or after the Cutoff Date; (b) the security interests in the Financed Vehicles and any accessions thereto granted by Obligors pursuant to the Receivables and any other interest of the Depositor in such Financed Vehicles; (c) any Liquidation Proceeds and any other proceeds from claims on any physical damage, 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 property that shall have secured a Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer, or the Issuer; (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, securities or other assets credited from time to time to the Trust Accounts and all investments therein and proceeds thereof (including all Investment Earnings thereonon the Reserve Account and the initial Reserve Account Deposit); (h) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement; and (i) 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 and other property that at any time constitute all or part of or are included in the proceeds of any of the foregoing (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. (2018-A 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, 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 to the best of its ability to the end that the interests of the Holders of the Notes may be adequately and effectively protected.

GRANTING CLAUSE. The Issuer hereby Grants to the Indenture Trustee at the Closing Date, as Indenture Trustee trustee for the benefit of the Holders of the Notes, all of the Issuer’s 's right, title and interest in and to, to whether now owned or hereafter acquired, now existing or hereafter arising and wherever located created by (a) the Receivables listed on Schedule A Mortgage Loans, Substitute Mortgage Loans and the proceeds thereof and all moneys received thereon on or after rights under the Cutoff DateRelated Documents; (b) the security interests all funds on deposit from time to time in the Financed Vehicles and Protected Account excluding any accessions thereto granted by Obligors pursuant to the Receivables and any other interest of the Depositor in investment income from such Financed Vehiclesfunds; (c) all funds on deposit from time to time in the Master Servicer Collection Account allocable to the Mortgage Loans excluding any Liquidation Proceeds and any other proceeds investment income from claims on any physical damage, credit, life or disability insurance policies covering Financed Vehicles or the related Obligors, including any vendor’s single interest or other collateral protection insurance policysuch funds; (d) any property that shall have secured a Receivable and that shall have been acquired by or all funds on behalf of deposit from time to time in the Depositor, the Servicer, or the IssuerPayment Account; (e) all documents and other items contained in the Receivable Files; any REO Property, (f) the Required Insurance Policies and any amounts paid or payable by the insurer under any Insurance Policy (to the extent the mortgagee has a claim thereto), (g) all rights under (i) the Mortgage Loan Purchase Agreement as assigned to the Issuer to the extent provided in Subsection 2.03(a) of the Sale and Servicing Agreement including all of and (ii) the Depositor’s rights, but none of its obligations, under rights with respect to the Receivables Purchase HomeBanc Servicing Agreement as assigned to the Issuer pursuant to by the Sale and Servicing Assignment Agreement; (g) all right, title and interest in the Trust Accounts, all funds, securities or other assets credited from time to time to the Trust Accounts and all investments therein and proceeds thereof (including all Investment Earnings thereon); (h) any proceeds from any Receivable repurchased by a Dealer pursuant the rights with respect to a Dealer Agreementthe Corridor Contracts as assigned to the Indenture Trustee on behalf of the Issuer; and (i) 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 under, and all proceeds of every kind and nature whatsoever in respect of of, any or all of the foregoingforegoing and all payments on or under, including and all proceeds of every kind and nature whatsoever in the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind kind, and other forms of obligations and receivables, instruments and other property that which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “"Trust Estate" or 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 trustee on behalf of the Holders of the Notes, acknowledges such Grant, accepts the trusts trust under this Indenture Xxxxnture in accordance with the provisions hereof and each of this the Indenture Trustee and agrees the Securities Administrator agree to perform its their respective duties as Indenture Trustee and Securities Administrator as required in this herein. The Issuer hereby directs the Indenture Trustee to enter into and execute the best of its ability to the end that the interests Corridor Contracts and make all representations and warranties contained therein. The Indenture Trustee hereby acknowledges receipt by it of the Holders of Corridor Contracts. Upon receipt thereof from the Notes may be adequately counterparty under the Corridor Contracts, the Indenture Trustee shall deposit into the Payment Account an amount equal to all amounts actually received under the Corridor Contracts and effectively protectednot previously deposited into the Payment Account.

GRANTING CLAUSE. The Issuer hereby Grants to the Indenture Trustee at the Closing Date, as Indenture Trustee trustee for the benefit of the Holders of the Notes, all of the Issuer’s right, title and interest in and to, to whether now owned or hereafter acquired, now existing or hereafter arising and wherever located created by (a) the Receivables listed on Schedule A Mortgage Loans, Eligible Substitute Mortgage Loans and the proceeds thereof and all moneys received thereon on or after rights under the Cutoff DateRelated Documents; (b) the security interests all funds on deposit from time to time in the Financed Vehicles and any accessions thereto granted by Obligors pursuant Collection Account allocable to the Receivables and Mortgage Loans excluding any other interest of the Depositor in investment income from such Financed Vehiclesfunds; (c) any Liquidation Proceeds all funds on deposit from time to time in the Payment Account and any other in all proceeds from claims on any physical damage, credit, life or disability insurance policies covering Financed Vehicles or the related Obligors, including any vendor’s single interest or other collateral protection insurance policythereof; (d) any property that shall have secured a Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer, or the Issuer; all rights under (e) all documents and other items contained in the Receivable Files; (fi) the Mortgage Loan Sale and Servicing Contribution Agreement including all of the Depositor’s rights, but none of its obligations, under the Receivables Purchase Agreement as assigned to the Issuer pursuant Issuer, (ii) the Servicing Agreement, (iii) any title, hazard and primary insurance policies with respect to the Sale Mortgaged Properties and Servicing Agreement; (giv) all right, title and interest in the Trust Accounts, all funds, securities or other assets credited from time to time rights with respect to the Trust Accounts and all investments therein and proceeds thereof (including all Investment Earnings thereon); (h) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement; Class N Interest Rate Cap Agreement and (ie) 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 under, and all proceeds of every kind and nature whatsoever in respect of of, any or all of the foregoingforegoing and all payments on or under, including and all proceeds of every kind and nature whatsoever in the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind kind, and other forms of obligations and receivables, instruments and other property that which at any time constitute all or part of or are included in the proceeds of any of the foregoing (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 trustee on behalf of the Holders of the Notes, acknowledges such GrantGxxxx, accepts the trusts trust under this Indenture in accordance with the provisions of this Indenture hereof and agrees to perform its duties as Indenture Trustee as required in this Indenture to the best of its ability to the end that the interests of the Holders of the Notes may be adequately and effectively protectedherein.

GRANTING CLAUSE. The Issuer hereby Grants to the Indenture Trustee at the Closing Date, as Indenture Trustee trustee for the benefit of the Holders of the Notes, all of the Issuer’s 's right, title and interest in and to, to whether now owned or hereafter acquired, now existing or hereafter arising and wherever located created by (a) the Receivables listed on Schedule A Contracts, Eligible Substitute Contracts and the proceeds thereof and all moneys received thereon on or after rights under the Cutoff DateRelated Documents; (b) the security interests all funds on deposit from time to time in the Financed Vehicles and any accessions thereto granted by Obligors pursuant Collection Account allocable to the Receivables and Contracts excluding any other interest of the Depositor in investment income from such Financed Vehiclesfunds; (c) any Liquidation Proceeds all funds on deposit from time to time in the Note Payment Account and any other in all proceeds from claims on any physical damage, credit, life or disability insurance policies covering Financed Vehicles or the related Obligors, including any vendor’s single interest or other collateral protection insurance policythereof; (d) any property that shall have secured all rights under (i) the Manufactured Housing Contract Sale Agreement as assigned to the Issuer, (ii) the Servicing Agreement, and (iii) all rights under every Hazard Insurance Policy relating to a Receivable and that shall have been acquired by Manufactured Home or on behalf Mortgaged Property securing a Contract for the benefit of the Depositorcreditor of such Contract, the Servicer, or the Issuer; and (eiv) all documents and other items contained in the Receivable Contract Files and the Land-and-Home Contract 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 subject to the Issuer pursuant exceptions set forth in the Initial Certification and the Final Certification delivered by the Custodian, in the forms of Exhibit A-1 and Exhibit A-2 to the Sale and Servicing Custodial Agreement; (g) all right, title and interest in the Trust Accounts, all funds, securities or other assets credited from time to time to the Trust Accounts and all investments therein and proceeds thereof (including all Investment Earnings thereon); (h) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreementrespectively; and (ie) 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 under, and all proceeds of every kind and nature whatsoever in respect of of, any or all of the foregoingforegoing and all payments on or under, including and all proceeds of every kind and nature whatsoever in the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind kind, and other forms of obligations and receivables, instruments and other property that which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “"Trust Estate" or 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 trustee on behalf of the Holders of the Notes, acknowledges such GrantXxxxx, accepts the trusts trust under this Indenture in accordance with the provisions of this Indenture hereof and agrees to perform its duties as Indenture Trustee as required in this Indenture to the best of its ability to the end that the interests of the Holders of the Notes may be adequately and effectively protectedherein.

GRANTING CLAUSE. The 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 Issuer’s right, title and interest in and to, whether now owned or hereafter acquired, now existing or hereafter arising and wherever located (a) the Receivables listed on Schedule A and all moneys received thereon on or after the Cutoff Date; (b) the security interests in the Financed Vehicles and any accessions thereto granted by Obligors pursuant to the Receivables and any other interest of the Depositor in such Financed Vehicles; (c) any Liquidation Proceeds and any other proceeds from claims on any physical damage, 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 property that shall have secured a Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer, or the Issuer; (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, securities or other assets credited from time to time to the Trust Accounts and all investments therein and proceeds thereof (including all Investment Earnings thereon); (h) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement; and (i) 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 and other property that at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “Collateral”). (2017-B Indenture) 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, 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 to the best of its ability to the end that the interests of the Holders of the Notes may be adequately and effectively protected.

GRANTING CLAUSE. The 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 Issuer’s right, title and interest in, to and under the following assets, in and toeach case, whether now owned or hereafter acquired, now existing or hereafter arising and wherever located acquired or arising, (ai) the Receivables listed on Schedule A Receivables, (ii) all amounts due and all moneys received thereon collected on or in respect of the Receivables after the Cutoff Date; , (biii) the security interests (including in the Financed Vehicles and any accessions thereto Equipment) granted by the Obligors pursuant to the Receivables and any other interest of the Depositor in such Financed Vehicles; Receivables, (civ) any Liquidation Proceeds and any other all proceeds from claims on any physical damage, credit, life or disability insurance policies covering relating to the Receivables, the Financed Vehicles Equipment or the related Obligors, (v) 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 of the foregoing and all proceeds thereof, (vii) all rights of the Depositor under the Receivables Purchase Agreement, including any vendor’s single interest the right to require the Seller to repurchase certain Receivables from the Depositor, (viii) all rights of the Issuer under the Sale and Servicing Agreement, including the right to require the Seller to repurchase or other collateral protection insurance policy; the Servicer to purchase certain Receivables from the Issuer, (dix) the right to realize upon any property (including the right to receive future Net Liquidation Proceeds and Recoveries) that shall have secured a Receivable and that shall have been acquired repossessed by or on behalf of the DepositorIssuer, the Servicer, or the Issuer; (ex) all documents and other items contained in the Receivable Files; (f) the Sale and Servicing Agreement including all of the DepositorIssuer’s rights, rights and benefits under the First-Tier Assignment (but none of its obligations, under the Receivables Purchase Agreement assigned to the Issuer pursuant to the Sale and Servicing Agreement; (gobligations or burdens) all right, title and interest in the Trust Accounts, all funds, securities or other assets credited from time to time to the Trust Accounts and all investments therein and proceeds thereof (including all Investment Earnings thereon); (h) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement; and (ixi) 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 and other property that which at any time constitute all or part of or are included in the proceeds of any of the foregoing (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, except as otherwise provided in this Indenture and (ii) 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 trustee on behalf of the Holders of the NotesNoteholders, acknowledges such GrantXxxxx, 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 terms hereof. The Issuer hereby authorizes the filing of a 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 best of its ability to the end that the interests of the Holders of the Notes may be adequately extent required by law, any obligations with respect to) such assets whether now owned or existing or hereafter arising or acquired and effectively protectedwheresoever located.

GRANTING CLAUSE. The 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 Issuer’s right, title and interest in and to, whether now owned or hereafter acquired, now existing or hereafter arising and wherever located (a) the Receivables listed on Schedule A and all moneys received thereon on or after the Cutoff Date; (b) the security interests in the Financed Vehicles and any accessions thereto granted by Obligors pursuant to the Receivables and any other interest of the Depositor in such Financed Vehicles; (c) any Liquidation Proceeds and any other proceeds from claims on any physical damage, 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 property that shall have secured a Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer, or the Issuer; (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, securities or other assets credited from time to time to the Trust Accounts and all investments therein and proceeds thereof (including all Investment Earnings thereonon the Reserve Account and the initial Reserve Account Deposit); (h) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement; and (i) 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 and other property that at any time constitute all or part of or are included in the proceeds of any of the foregoing (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. (2020-C 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, 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 to the best of its ability to the end that the interests of the Holders of the Notes may be adequately and effectively protected.

GRANTING CLAUSE. The Issuer hereby Grants to the Indenture Trustee at the Closing Date, as Indenture Trustee trustee for the benefit of the Holders of the Notes, all of the Issuer’s right, title and interest in and to, to whether now owned or hereafter acquired, now existing or hereafter arising and wherever located created by (a) the Receivables listed on Schedule A Mortgage Loans and all moneys received thereon on or after the Cutoff Date; proceeds thereof, (b) the security interests all funds on deposit in the Financed Vehicles Funding Account, including all income from the investment and any accessions thereto granted by Obligors pursuant to the Receivables and any other interest reinvestment of the Depositor in such Financed Vehicles; funds therein, (c) all funds on deposit from time to time in the Collection Account allocable to the Mortgage Loans excluding any Liquidation Proceeds and any other proceeds investment income from claims on any physical damage, credit, life or disability insurance policies covering Financed Vehicles or the related Obligors, including any vendor’s single interest or other collateral protection insurance policysuch funds; (d) any property that shall have secured a Receivable all funds on deposit from time to time in the Payment Account and that shall have been acquired by or on behalf of the Depositor, the Servicer, or the Issuerin all proceeds thereof; (e) all documents the Policy 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, securities or other assets credited from time to time to the Trust Accounts and all investments therein and proceeds thereof (including all Investment Earnings thereon); (h) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement; and (i) all present and future claims, demands, causes of action and choses chooses in action in respect of any or all of the foregoing and all payments on or under under, and all proceeds of every kind and nature whatsoever in respect of of, any or all of the foregoingforegoing and all payments on or under, including and all proceeds of every kind and nature whatsoever in the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind kind, and other forms of obligations and receivables, instruments and other property that which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “Trust Estate” or 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 trustee on behalf of the Holders of the Notes, acknowledges such GrantXxxxx, accepts the trusts trust under this Indenture in accordance with the provisions of this Indenture hereof and agrees to perform its duties as Indenture Trustee as required in this Indenture to the best of its ability to the end that the interests of the Holders of the Notes may be adequately and effectively protectedherein.

GRANTING CLAUSE. The Issuer hereby Grants to the Indenture Trustee at on the Closing Date, as Indenture Trustee trustee for the benefit of the Holders of the Notes, all of the Issuer’s 's right, title and interest in and to, to whether now owned or hereafter acquired, now existing or hereafter arising and wherever located created by (a) the Receivables listed on Schedule A Mortgage Loans and all moneys received thereon on or after the Cutoff Date; proceeds thereof, (b) the security interests all funds on deposit in the Financed Vehicles Funding Account, including all income from the investment and any accessions thereto granted by Obligors pursuant to the Receivables and any other interest reinvestment of the Depositor in such Financed Vehicles; funds therein, (c) all funds on deposit from time to time in the Collection Account allocable to the Mortgage Loans excluding any Liquidation Proceeds and any other proceeds investment income from claims on any physical damage, credit, life or disability insurance policies covering Financed Vehicles or the related Obligors, including any vendor’s single interest or other collateral protection insurance policysuch funds; (d) any property that shall have secured a Receivable all funds on deposit from time to time in the Payment Account and that shall have been acquired by or on behalf of the Depositor, the Servicer, or the Issuerin all proceeds thereof; (e) all documents the Policy 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, securities or other assets credited from time to time to the Trust Accounts and all investments therein and proceeds thereof (including all Investment Earnings thereon); (h) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement; and (i) all present and future claims, demands, causes of action and choses chooses in action in respect of any or all of the foregoing and all payments on or under under, and all proceeds of every kind and nature whatsoever in respect of of, any or all of the foregoingforegoing and all payments on or under, including and all proceeds of every kind and nature whatsoever in the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind kind, and other forms of obligations and receivables, instruments and other property that which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “"Trust Estate" or 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 trustee on behalf of the Holders of the Notes, acknowledges such Grant, accepts the trusts trust under this Indenture in accordance with the provisions of this Indenture xxxxxsions hereof and agrees to perform its duties as Indenture Trustee as required in this Indenture to the best of its ability to the end that the interests of the Holders of the Notes may be adequately and effectively protectedherein.

GRANTING CLAUSE. The 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 Issuer’s right, title and interest in and to, whether now owned or hereafter acquired, now existing or hereafter arising and wherever located (a) the Receivables listed on Schedule A and all moneys received thereon on or after the Cutoff Date; (b) the security interests in the Financed Vehicles and any accessions thereto granted by Obligors pursuant to the Receivables and any other interest of the Depositor in such Financed Vehicles; (c) any Liquidation Proceeds and any other proceeds from claims on any physical damage, 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 property that shall have secured a Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer, or the Issuer; (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, securities or other assets credited from time to time to the Trust Accounts and all investments therein and proceeds thereof (including all Investment Earnings thereonon the Reserve Account and the initial Reserve Account Deposit); (h) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement; and (i) 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 and other property that at any time constitute all or part of or are included in the proceeds of any of the foregoing (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. (2019-A 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, 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 to the best of its ability to the end that the interests of the Holders of the Notes may be adequately and effectively protected.

GRANTING CLAUSE. The Issuer hereby Grants Grants, transfers and assigns to the Indenture Trustee at the Closing Date, as Indenture Trustee on behalf of and for the benefit of the Holders of the NotesNoteholders, without recourse, all of the Issuer’s 's right, title and interest in and to, whether now owned or hereafter acquired, now existing or hereafter arising and wherever located : (a) the Receivables listed on Schedule A Contracts (including but not limited to the Collateral Security), and all moneys received payable thereon or in respect to the Contracts, including any liquidation proceeds therefrom but excluding payments due on or after the Contracts prior to the Cutoff Date; (b) the security interests in Insurance Policies on any Products securing a Contract for the Financed Vehicles benefit of the creditor of such Contract and any accessions thereto granted by Obligors pursuant all blanket insurance policies to the Receivables and any other interest of extent they relate to the Depositor in such Financed VehiclesContracts; (c) any Liquidation Proceeds the Errors and any other proceeds from claims on any physical damage, credit, life or disability insurance policies covering Financed Vehicles or Omissions Protection Policy as such policy relates to the related Obligors, including any vendor’s single interest or other collateral protection insurance policyContracts; (d) any property that shall have secured a Receivable and that shall have been acquired by or on behalf of all items contained in the Depositor, the Servicer, or the IssuerContract Files; (e) the Trust Accounts (other than the Certificate Distribution Account) and all documents funds on deposit therein from time to time, and other items contained in the Receivable Filesall investments and proceeds thereof (including all income thereon); (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, securities or other assets credited from time to time to the Trust Accounts and all investments therein and proceeds thereof (including all Investment Earnings thereon); (h) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement; and (ig) 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, 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 receivablesContracts, instruments and other property that which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “"Indenture 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, for the benefit of the Holders of the Notes acknowledges such Grant. The Trustee on behalf of the Holders of the Notes, acknowledges such Grant, Notes accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture to the best of its ability to the end that the interests of the Holders of the Notes may be adequately and effectively protected.

GRANTING CLAUSE. The Issuer hereby Grants to the Indenture Trustee at on the 2021-A Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, without recourse, all of the Issuer’s right, title and interest in and to, whether now owned or hereafter acquired, now existing or hereafter arising and wherever located to (a) the Receivables listed on Schedule A and all moneys received thereon on or after the Cutoff Date; (b) the security interests in the Financed Vehicles and any accessions thereto granted by Obligors pursuant to the Receivables and any other interest of the Depositor in such Financed Vehicles; (c) any Liquidation Proceeds and any other proceeds from claims on any physical damage, 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 property that shall have secured a Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer, or the Issuer; (ei) all documents and other items contained in the Receivable Files; rights (f) the Sale and Servicing Agreement including all of the Depositor’s rights, but none of its the obligations) of the Issuer as holder of the 2021-A Exchange Note, under including the Receivables Purchase Agreement assigned right of the Issuer to receive payments with respect to the Issuer pursuant to the Sale and Servicing Agreement; 2021-A Exchange Note, (gii) all right, title and interest rights of the Issuer in the Trust 2021-A Bank Accounts, all funds, securities or other assets credited from time to time to funds on deposit in the Trust 2021-A Bank Accounts and all investments therein and proceeds thereof (proceeds, including all Investment Earnings thereoninvestment earnings (net of losses and investment expenses); , from amounts on deposit in the 2021-A Bank Accounts, (hiii) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer all rights of the Issuer under the 2021-A Basic Documents, including its rights as assignee of the Transferor under the First-Tier Sale Agreement; , (iv) the rights of the Issuer as third-party beneficiary of the Basic Servicing Agreement, the 2021-A Servicing Supplement and the 2021-A Exchange Note Supplement and (iv) 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 and other property that which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “2021-A 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, except as otherwise provided in this Indenture and (ii) the other 2021-A Basic Documents, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as trustee on behalf of the Holders of the Notes2021-A Secured Parties, acknowledges such GrantGrant and the Grant by the Titling Trust under the Titling Trust Control Agreement of a security interest in the 2021-A Exchange Note Collection Account, 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 terms hereof. Notwithstanding any statement to the best contrary contained herein or in any other 2021-A Basic Document, none of its ability the Indenture Trustee, any Holder or other Person shall have a security interest in any funds held in connection with the Tax Owner’s Master Exchange Program in an account that is not one of the 2021-A Bank Accounts established pursuant to the end 2021-A Servicing Supplement for the exclusive benefit of the Noteholders, including any funds that represent the net proceeds from the sale or other disposition of a 2021-A Vehicle, and no funds in any such other accounts shall be included in the Trust Estate; provided, that, so long as an Event of Default has occurred and is continuing, the Servicer shall remit actual net proceeds from the sale or other disposition of a 2021-A Vehicle directly into the 2021-A Exchange Note Collection Account. It is the intention of the parties hereto that the interests preceding sentence shall satisfy the requirements of Section 1.1031(k)-1(g)(4) of the Holders Treasury Regulations with respect to prohibiting the Tax Owner from having the right to receive, pledge, borrow or otherwise obtain the benefits of the Notes may be adequately and effectively protected.money or other property held in such other accounts. ARTICLE ONE

GRANTING CLAUSE. The Issuer hereby Grants to the Indenture Trustee at the Closing Date, as Indenture Trustee trustee for the benefit of the Holders of the Notes, all of the Issuer’s 's right, title and interest in and to, whether now owned or hereafter acquired, now existing or hereafter arising and wherever located created, (a) the Receivables listed on Schedule A and all moneys received thereon on or after Grantor Trust Certificate representing the Cutoff Date; entire beneficial interest in the Mortgage Loans, (b) the security interests in the Financed Vehicles and any accessions thereto granted by Obligors pursuant to the Receivables and any other interest of the Depositor in such Financed Vehicles; (c) any Liquidation Proceeds and any other proceeds from claims all funds on any physical damage, 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 property that shall have secured a Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer, or the Issuer; (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, securities or other assets credited deposit from time to time to in the Trust Accounts and all investments therein and proceeds thereof (including all Investment Earnings thereon); (h) Payment Account excluding any proceeds investment income from any Receivable repurchased by a Dealer pursuant to a Dealer Agreementsuch funds; and (ic) 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 under, and all proceeds of every kind and nature whatsoever in respect of of, any or all of the foregoingforegoing and all payments on or under, including and all proceeds of every kind and nature whatsoever in the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind kind, and other forms of obligations and receivables, instruments and other property that which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “"Trust Estate" or 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, subject to the priority or distinctionset forth herein, and (ii) to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as trustee on behalf of the Holders of the Notes, acknowledges such GrantXxxxx, accepts the trusts trust under this Indenture in accordance with the provisions hereof and each of this the Indenture Trustee and agrees the Securities Administrator agree to perform its their respective duties as Indenture Trustee and Securities Administrator as required in this Indenture to the best of its ability to the end that the interests of the Holders of the Notes may be adequately and effectively protectedherein.

GRANTING CLAUSE. The Issuer hereby Grants to the Indenture Trustee at the Closing Date, as Indenture Trustee trustee for the benefit of the Holders of the Notes, all of the Issuer’s 's right, title and interest in and to, to whether now owned or hereafter acquired, now existing or hereafter arising and wherever located created (a) the Receivables listed on Schedule A and all moneys received thereon on or after the Cutoff Date; Home Loans, (b) the security interests all funds on deposit from time to time in the Financed Vehicles Payment Account and any accessions thereto granted by Obligors pursuant to the Receivables and any other interest of the Depositor in such Financed Vehiclesall proceeds thereof; (c) any Liquidation Proceeds the Credit Enhancement Instrument and any other proceeds from claims on any physical damage, 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 property that shall have secured a Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer, or the Issuer; (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, securities or other assets credited from time to time to the Trust Accounts and all investments therein and proceeds thereof (including all Investment Earnings thereon); (h) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement; and (i) 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 under, and all proceeds of every kind and nature whatsoever in respect of of, any or all of the foregoingforegoing and all payments on or under, including and all proceeds of every kind and nature whatsoever in the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind kind, and other forms of obligations and receivables, instruments and other property that which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “"Trust Estate" or 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 foregoing Grant shall inure to the benefit of the Credit Enhancer in respect of draws made on the Credit Enhancement Instrument and amounts owing from time to time pursuant to the Insurance Agreement (regardless of whether such amounts relate to the Notes or the Certificates), and such Grant shall continue in full force and effect for the benefit of the Credit Enhancer until all such amounts owing to it have been repaid in full. The Indenture Trustee, as trustee on behalf of the Holders of the Notes, acknowledges such GrantXxxxx, accepts the trusts trust under this Indenture in accordance with the provisions of this Indenture hereof and agrees to perform its duties as Indenture Trustee as required in this Indenture to the best of its ability to the end that the interests of the Holders of the Notes may be adequately and effectively protectedherein.

GRANTING CLAUSE. The 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 Issuer’s right, title and interest in and to, whether now owned or hereafter acquired, now existing or hereafter arising and wherever located (a) the Receivables listed on Schedule A and all moneys received thereon on or after the Cutoff Date; (b) the security interests in the Financed Vehicles and any accessions thereto granted by Obligors pursuant to the Receivables and any other interest of the Depositor in such Financed Vehicles; (c) any Liquidation Proceeds and any other proceeds from claims on any physical damage, 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 property that shall have secured a Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer, or the Issuer; (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, securities or other assets credited from time to time to the Trust Accounts and all investments therein and proceeds thereof (including all Investment Earnings thereon); (h) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement; and (i) 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 and other property that at any time constitute all or part of or are included in the proceeds of any of the foregoing (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. (2017-A 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, 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 to the best of its ability to the end that the interests of the Holders of the Notes may be adequately and effectively protected.

GRANTING CLAUSE. The Issuer hereby Grants to the Indenture Trustee at the Closing Date, as Indenture Trustee trustee for the benefit of the Holders of the NotesNoteholders, all of the Issuer’s 's right, title and interest in and tointerest, whether now owned or hereafter acquired, now existing or hereafter arising created, in and wherever located to (ai) the Receivables listed on Schedule A Mortgage Loans and all moneys received thereon Additional Balances, (ii) all funds on or after deposit from time to time in the Cutoff Date; Collection Account and the Trustee Collection Account (bin each case as defined in Appendix A hereto) and all proceeds thereof, (iii) the security interests in the Financed Vehicles and any accessions thereto granted by Obligors pursuant to the Receivables and any other interest of the Depositor in such Financed Vehicles; (c) any Liquidation Proceeds and any other proceeds from claims on any physical damage, 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 property that shall have secured a Receivable and that shall have been acquired by or on behalf assignment of the Depositor, the Servicer, or the Issuer; (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 's right, title and interest in the Trust Accounts, all funds, securities or other assets credited from time to time to representations and warranties made by the Trust Accounts Seller in the Mortgage Loan Purchase and all investments therein and proceeds thereof (including all Investment Earnings thereon); (h) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement; Servicing Agreement and (iiv) 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 under, and all proceeds of every kind and nature whatsoever in respect of of, any or all of the foregoingforegoing and all payments on or under, including and all proceeds of every kind and nature whatsoever in the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind kind, and other forms of obligations and receivables, instruments and other property that at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “"Trust Estate" or 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 Indentureherein. The Indenture Trustee, as trustee on behalf of the Holders of the NotesNoteholders, acknowledges such Grant, accepts the trusts trust under this Indenture in accordance with the provisions of this Indenture hereof and agrees to perform its duties as Indenture Trustee as required in this Indenture to the best of its ability to the end that the interests of the Holders of the Notes may be adequately and effectively protectedherein.

GRANTING CLAUSE. The 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 Issuer’s 's right, title and interest in and to, to whether now owned or hereafter acquired, now existing or hereafter arising and wherever located created (a) the Receivables listed on Schedule A Mortgage Loans and all moneys received monies and proceeds due thereon on or after the Cutoff Date; Cut-off Date (exclusive of payments in respect of accrued interest due on a prior to the Cut-off Date or due in the month of ___________), (b) the security interests in the Financed Vehicles and any accessions thereto granted by Obligors pursuant to the Receivables and any other interest an assignment of the Depositor in such Financed Vehicles; Depositor's rights under the Mortgage Loan Purchase Agreement, (c) any Liquidation Proceeds and any other proceeds from claims all funds on any physical damage, credit, life or disability insurance policies covering Financed Vehicles or deposit in the related ObligorsFunding Account, including any vendor’s single interest or other collateral protection insurance policy; all income from the investment and reinvestment of funds therein, (d) any property that shall have secured a Receivable and that shall have been acquired by or all funds on behalf of deposit from time to time in the Depositor, Collection Account allocable to the Servicer, or the IssuerMortgage Loans; (e) all documents and other items contained funds on deposit from time to time in the Receivable FilesPayment Account and in all proceeds thereof; [(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 AgreementPolicy]; (g) all right, title and interest in the Trust Accounts, all funds, securities or other assets credited from time to time to the Trust Accounts and all investments therein and proceeds thereof (including all Investment Earnings thereon)Additional Balances; (h) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreementall REO properties; and (i) 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 under, and all proceeds of every kind and nature whatsoever in respect of of, any or all of the foregoingforegoing and all payments on or under, including and all proceeds of every kind and nature whatsoever in the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind (including but not limited to all proceeds of any hazard insurance policy with respect to any Mortgaged Property), and other forms of obligations and receivables, instruments and other property that which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “"Trust Estate" or 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 GrantXxxxx, accepts the trusts trust under this Indenture in accordance with the provisions of this Indenture hereof and agrees to perform its duties as Indenture Trustee as required in this Indenture to the best of its ability to the end that the interests of the Holders of the Notes may be adequately and effectively protectedherein.

GRANTING CLAUSE. The 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 Issuer’s right, title and interest in and to, whether now owned or hereafter acquired, now existing or hereafter arising and wherever located (a) the Receivables listed on Schedule A and all moneys received thereon on or after the Cutoff Date; (b) the security interests in the Financed Vehicles and any accessions thereto granted by Obligors pursuant to the Receivables and any other interest of the Depositor in such Financed Vehicles; (c) any Liquidation Proceeds and any other proceeds from claims on any physical damage, 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 property that shall have secured a Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer, or the Issuer; (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, securities or other assets credited from time to time to the Trust Accounts and all investments therein and proceeds thereof (including all Investment Earnings thereonon the Reserve Account and the initial Reserve Account Deposit); (h) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement; and (i) 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 and other property that at any time constitute all or part of or are included in the proceeds of any of the foregoing (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. (2018-B 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, 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 to the best of its ability to the end that the interests of the Holders of the Notes may be adequately and effectively protected.

GRANTING CLAUSE. The 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 Issuer’s right, title and interest in and to, whether now owned or hereafter acquired, now existing or hereafter arising and wherever located (a) the Receivables listed on Schedule A and all moneys received thereon on or after the Cutoff Date; (b) the security interests in the Financed Vehicles and any accessions thereto granted by Obligors pursuant to the Receivables and any other interest of the Depositor in such Financed Vehicles; (c) any Liquidation Proceeds and any other proceeds from claims on any physical damage, 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 property that shall have secured a Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer, or the Issuer; (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, securities or other assets credited from time to time to the Trust Accounts and all investments therein and proceeds thereof (including all Investment Earnings thereonon the Reserve Account and the initial Reserve Account Deposit); (h) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement; and (i) 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 and other property that at any time constitute all or part of or are included in the proceeds of any of the foregoing (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. (2021-C 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, 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 to the best of its ability to the end that the interests of the Holders of the Notes may be adequately and effectively protected.

GRANTING CLAUSE. The 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 Issuer’s its right, title and interest in, to and under the following assets, in and toeach case, whether now owned or hereafter acquired, now existing or hereafter arising and wherever located acquired or arising, (ai) the Receivables listed on Schedule A Receivables, (ii) all amounts due and all moneys received thereon collected on or in respect of the Receivables after the Cutoff Date; , (biii) the security interests (including in the Financed Vehicles and any accessions thereto Equipment) granted by the Obligors pursuant to the Receivables and any other interest of the Depositor in such Financed Vehicles; Receivables, (civ) any Liquidation Proceeds and any other all proceeds from claims on any physical damage, credit, life or disability insurance policies covering relating to the Receivables, the Financed Vehicles Equipment or the related Obligors, (v) 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 of the foregoing and all proceeds thereof, (vii) all rights of the Depositor under the Receivables Purchase Agreement, including any vendor’s single interest the right to require the Seller to repurchase certain Receivables from the Depositor, (viii) all rights of the Issuer under the Sale and Servicing Agreement, including the right to require the Seller to repurchase or other collateral protection insurance policy; the Servicer to purchase certain Receivables from the Issuer, (dix) the right to realize upon any property (including the right to receive future Net Liquidation Proceeds and Recoveries) that shall have secured a Receivable and that shall have been acquired repossessed by or on behalf of the DepositorIssuer, the Servicer, or the Issuer; (ex) all documents and other items contained in the Receivable Files; (f) the Sale and Servicing Agreement including all of the DepositorIssuer’s rights, rights and benefits under the First-Tier Assignment (but none of its obligations, under the Receivables Purchase Agreement assigned to the Issuer pursuant to the Sale and Servicing Agreement; (gobligations or burdens) all right, title and interest in the Trust Accounts, all funds, securities or other assets credited from time to time to the Trust Accounts and all investments therein and proceeds thereof (including all Investment Earnings thereon); (h) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement; and (ixi) 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 and other property that which at any time constitute all or part of or are included in the proceeds of any of the foregoing (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, except as otherwise provided in this Indenture and (ii) 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 trustee on behalf of the Holders of the NotesNoteholders, acknowledges such GrantXxxxx, 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 terms hereof. The Issuer hereby authorizes the filing of a 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 best of its ability to the end that the interests of the Holders of the Notes may be adequately extent required by Applicable Law, any obligations with respect to) such assets whether now owned or existing or hereafter arising or acquired and effectively protected.wheresoever located. ARTICLE ONE

GRANTING CLAUSE. The 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 Issuer’s 's right, title and interest in in, to and tounder, whether now owned or hereafter acquired, now existing or hereafter arising and wherever located acquired or arising, (a) the Receivables listed on Schedule A and all moneys Receivables; (b) monies received thereon thereunder on or after the Cutoff Cut-off Date; (bc) the security interests in the Financed Vehicles and any accessions thereto granted by Obligors pursuant to the Receivables and any other interest of the Depositor Issuer in such the Financed Vehicles; (cd) any Liquidation Proceeds and any other rights to receive proceeds with respect to the Receivables from claims on any physical damage, creditcredit life, life credit disability, or disability other insurance policies covering Financed Vehicles or the related Obligors, including any vendor’s single interest or other collateral protection insurance policy; (d) any property that shall have secured a Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer, or the Issuer; (e) all documents and other items contained in of the rights to the Receivable Files; (f) the Sale Trust Accounts and Servicing Agreement including all amounts, securities, investments and other property deposited in or credited to any of the Depositor’s rightsforegoing, but none of its obligations, under the Receivables Purchase Agreement assigned all securities entitlements related to the Issuer pursuant to foregoing and all proceeds thereof; (g) the Sale and Servicing Agreement; (gh) payments and proceeds with respect to the Receivables held by the Servicer; (i) all right, title and interest in the Trust Accounts, all funds, securities or other assets credited from time to time to the Trust Accounts and all investments therein and proceeds thereof property (including all Investment Earnings thereonthe right to receive Liquidation Proceeds) securing a Receivable (other than a Receivable purchased by the Servicer or repurchased by the Seller); (hj) any proceeds from any Receivable repurchased by a Dealer pursuant rebates of premiums and other amounts relating to a Dealer Agreementinsurance policies and other items financed under the Receivables in effect as of the Cut-off Date; and (ik) 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 and other property that which at any time constitute all or part of or are included in the proceeds of any of the foregoing (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 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 to the best of its ability to the end that the interests of the Holders of the Notes Noteholders may be adequately and effectively protected.

GRANTING CLAUSE. The Issuer hereby Grants to the Indenture Trustee at for the Class of Notes and series referred to in the Master Glossary of Defined Terms as of the Closing Date, as Indenture Trustee for the benefit of the Holders of the Notesrelevant Secured Parties, all of the Issuer’s right, title 's interest existing now or in the future in: o the Mortgage Loans including their Asset Balances (including all Additional Balances) and interest in and to, whether now owned or hereafter acquired, now existing or hereafter arising and wherever located (a) the Receivables listed on Schedule A Mortgage Files and all moneys property that secures the Mortgage Loans and all property that is acquired by foreclosure or deed in lieu of foreclosure, and all collections received thereon on or each Mortgage Loan after the Cutoff Cut-off Date (excluding payments due by the Cut-off Date); (b) o the security interests Additional Loan Account; o the Additional Home Equity Loans acquired by the Trust from funds in the Financed Vehicles and any accessions thereto granted by Obligors pursuant Additional Loan Account; o the Issuer's rights under hazard insurance policies related to the Receivables and any other Mortgage Loans ; o the interest of the Depositor Issuer in such Financed Vehicles; (c) any Liquidation Proceeds and any other proceeds from claims on any physical damage, 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 property that shall have secured a Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer, or the Issuer; (e) all documents and other items contained in the Receivable Files; (f) the Sale and Servicing Agreement including all of and the Depositor’s rights, but none of its obligations, under the Receivables Purchase Agreement assigned (including the Issuer's right to cause the Mortgage Loans to be repurchased); o all rights under any guaranty executed in connection with the Mortgage Loans ; o the Collection Account and the Payment Account maintained to hold collections related to the Issuer pursuant to the Sale Mortgage Loans and Servicing Agreement; (g) all right, title and interest in the Trust Accounts, all funds, securities or other assets credited from time to time to the Trust Accounts and all investments therein and proceeds thereof (including all Investment Earnings thereon); (h) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreementtheir contents; and (i) 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 instruments, and other property that at any time constitute all or any part of or are included in the proceeds of any of the foregoing (collectively, the “"Collateral”"). Additionally, the Class A Notes will have the benefit of the Cap Contract to the extent of the Cap Payment for payment of the Cap Payment Entitlement. The Indenture Trustee has accepted an assignment of Cap Contract as Cap Contract Administrator and hereby agrees to hold the Cap Contract for the benefit of the Holders of the Notes pursuant to the Cap Contract Administration Agreement. The Insured Notes will have the benefit of the Policy issued by the Credit Enhancer. The Issuer agrees that the foregoing Grant is Grants are intended to grant in favor of the Indenture Trustee, for the respective benefit of the Secured Parties, a first priority, continuing lien and security interest in all of the Issuer's personal property. The Issuer authorizes the Indenture Trustee to file one or more financing statements describing the collateral as "all personal property" or "all assets" of the Issuer. These Grants are made in trust to secure (i) 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 distinctiondistinction (except as specifically provided in this Indenture), and (ii) to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The foregoing Grants shall inure to the benefit of the Credit Enhancer to the extent of draws made on the Policy and amounts owing under the Insurance Agreement, and shall continue for the benefit of the Credit Enhancer until all amounts owed the Credit Enhancer have been repaid in full. The Indenture Trustee, as Indenture Trustee on behalf of the Holders of the NotesSecured Parties, acknowledges such Grantthe Grants, accepts the trusts under this Indenture in accordance with the provisions of this Indenture Indenture, and agrees to perform its duties required in this Indenture to in accordance with its terms and the best of its ability to the end that the interests terms of the Holders of the Notes may be adequately and effectively protectedTransaction Documents.