Common use of GRANTING CLAUSE Clause in Contracts

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

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

GRANTING CLAUSE. The Issuing Entity With respect to the Recovery Bonds, the Issuer hereby Grants to the Indenture Trustee at the Closing DateTrustee, as Indenture Trustee for the benefit of the Holders Secured Parties of the NotesRecovery Bonds, a Lien on and a security interest in and to all of the Issuing EntityIssuer’s right, title and interest, interest (whether now owned or hereafter acquiredacquired or arising) in, to and wherever locatedunder all of the following property (such property, in and to collectively, the “Recovery Bond Collateral”): (a) the Receivables identified on Recovery Property created under and pursuant to the SSA Assignment (all of which are identified in World Omni’s computer files by a code indicating that such Receivables are owned Financing Order, and transferred by the Issuing Entity and pledged Seller to the Indenture TrusteeIssuer pursuant to the Sale Agreement (including, to the fullest extent permitted by law, the right, title, and interest of the Issuer (i) in and to the Fixed Recovery Charges, including all monies received thereon rights to True-Up Adjustments to the Fixed Recovery Charges in accordance with the Wildfire Financing Law and the Financing Order and (ii) to be paid the amount that is determined in a Financing Order to be the amount that the Seller and Issuer is lawfully entitled to receive pursuant to the provisions of the Wildfire Financing Law and the proceeds thereof, and in respect thereof after and to all revenues, collections, claims, payments, moneys, or proceeds of or arising from the Cutoff DateFixed Recovery Charges; (b) the security Sale Agreement and all property and interests in, and in property transferred under the liens on, the Financed Vehicles granted by Obligors in connection with the Receivables and any other interest of the Issuing Entity in such Financed Vehicles; (c) any proceeds Sale Agreement with respect to the Receivables from claims on Recovery Property and the Recovery Bonds, (c) the Servicing Agreement, the Administration Agreement and any physical damagesubservicing, credit life agency, intercreditor, administration or disability insurance policies covering Financed Vehicles or Obligors; collection agreements executed in connection therewith, to the extent related to the foregoing Recovery Property and the Recovery Bonds, (d) any Financed Vehicle that shall have secured a Receivable the Collection Account, all subaccounts thereof and that shall have been acquired by all amounts of cash, instruments, investment property or other assets on behalf of the Depositordeposit therein or credited thereto from time to time and all Financial Assets and securities entitlements carried therein or credited thereto, the Servicer or the Issuing Entity; (e) all right, title rights to compel the Servicer to file for and interest obtain adjustments to the Fixed Recovery Charges in all funds on deposit in, and “financial assets” (as such term is defined in accordance with Section 850.1(g) of the Uniform Commercial Code as from time to time in effect) credited toWildfire Financing Law, the Trust AccountsFinancing Order or any Tariff filed in connection therewith, including the Reserve Account, from time to time, including the Reserve Account Initial Deposit, and in all investments and proceeds thereof (including all income thereon); (f) the Receivables Purchase Agreement, including the RPA Assignment, and the Sale and Servicing Agreement, including the SSA Assignment (including the Issuing Entity’s right to cause World Omni, the Servicer or the Depositor to repurchase Receivables from the Issuing Entity under certain circumstances described therein); (g) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the UCC) constituting or relating to the foregoing; and (h) all proceeds of any and all of the foregoing and all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing foregoing, whether such claims, demands, causes and choses in action constitute Recovery Property, accounts, general intangibles, instruments, contract rights, chattel paper or proceeds of such items or any other form of property, (g) all accounts, chattel paper, deposit accounts, documents, general intangibles, goods, instruments, investment property, letters of credit, letters-of-credit rights, money, commercial tort claims and supporting obligations related to the foregoing, (h) all payments on or under under, and all proceeds of every kind and nature whatsoever in respect of of, any or all of the foregoing; it being understood that the following do not constitute Recovery Bond Collateral: amounts deposited with the Issuer on the Closing Date, including all proceeds required for payment of costs of issuance with respect to the Recovery Bonds (together with any interest earnings thereon), it being understood that such amounts described in this clause shall not be subject to Section 3.17 of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments, general intangibles and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing; provided, however, that the foregoing items (a) through (i) shall not include the Notes and Trust Certificates (collectively, the “Collateral”)Indenture. The foregoing Grant is made in trust to secure the payment of principal of and premium, if any, interest on, and any other amounts owing in respect of, the NotesRecovery Bonds and all fees, expenses, counsel fees and other amounts due and payable to the Indenture Trustee equally and ratably without prejudice, priority or distinction, and except as expressly provided in the Indenture, to secure compliance with the provisions of this Indenturethe Indenture with respect to the Recovery Bonds, all as provided in the Indenture and to secure the performance by the Issuer of all of its obligations under the Indenture (collectively, the “Secured Obligations”). The Indenture and this IndentureSeries Supplement constitute a security agreement within the meaning of the Wildfire Financing Law and under the UCC to the extent that the provisions of the UCC are applicable hereto. The Indenture Trustee, as Indenture Trustee indenture trustee on behalf of the Holders Secured Parties of the NotesRecovery Bonds, acknowledges such Grant, Grant and accepts the trusts under this Supplement and the Indenture in accordance with the provisions of this Indenture Supplement and agrees to perform its duties required in this Indenture in accordance with the provisions of this Indenture.

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

GRANTING CLAUSE. The Issuing Entity With respect to the Recovery Bonds, the Issuer hereby Grants to the Indenture Trustee at the Closing DateTrustee, as Indenture Trustee for the benefit of the Holders Secured Parties of the NotesRecovery Bonds, a Lien on and a security interest in and to all of the Issuing EntityIssuer’s right, title and interest, interest (whether now owned or hereafter acquiredacquired or arising) in, to and wherever locatedunder all of the following property (such property, in and to collectively, the “Recovery Bond Collateral”): (a) the Receivables identified on Recovery Property created under and pursuant to the SSA Assignment (all of which are identified in World Omni’s computer files by a code indicating that such Receivables are owned Financing Order, and transferred by the Issuing Entity and pledged Seller to the Indenture Trustee) Issuer pursuant to the Sale Agreement (including, to the fullest extent permitted by law, the right to impose, collect and receive Fixed Recovery Charges, all monies received thereon revenues, collections, claims, rights, payments, money or proceeds of or arising from the Fixed Recovery Charges authorized in the Financing Order and in respect thereof after the Cutoff Dateany Tariffs filed pursuant thereto and any contractual rights to collect such Fixed Recovery Charges from Consumers and ESPs); (b) all Fixed Recovery Charges related to the security interests in, and the liens on, the Financed Vehicles granted by Obligors in connection with the Receivables and any other interest of the Issuing Entity in such Financed VehiclesRecovery Property; (c) any proceeds the Sale Agreement and all property and interests in property transferred under the Sale Agreement with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or ObligorsRecovery Property and the Recovery Bonds; (d) any Financed Vehicle that shall have secured a Receivable and that shall have been acquired by or on behalf of the DepositorServicing Agreement, the Servicer Administration Agreement and any subservicing, agency, intercreditor, administration or collection agreements executed in connection therewith, to the Issuing Entityextent related to the foregoing Recovery Property and the Recovery Bonds; (e) the Collection Account, all rightsubaccounts thereof and all amounts of cash, title and interest in all funds instruments, investment property or other assets on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as therein or credited thereto from time to time in effect) and all Financial Assets and securities entitlements carried therein or credited to, the Trust Accounts, including the Reserve Account, from time to time, including the Reserve Account Initial Deposit, and in all investments and proceeds thereof (including all income thereon)thereto; (f) all rights to compel the Receivables Purchase Agreement, including Servicer to file for and obtain adjustments to the RPA Assignment, and Fixed Recovery Charges in accordance with Section 850.1(g) of the Sale and Servicing Agreement, including the SSA Assignment (including the Issuing Entity’s right to cause World OmniWildfire Financing Law, the Servicer Financing Order or the Depositor to repurchase Receivables from the Issuing Entity under certain circumstances described therein)any Tariff filed in connection therewith; (g) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the UCC) constituting or relating to the foregoing; and (h) all proceeds of any and all of the foregoing and all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing foregoing, whether such claims, demands, causes and choses in action constitute Recovery Property, accounts, general intangibles, instruments, contract rights, chattel paper or proceeds of such items or any other form of property; (h) all accounts, chattel paper, deposit accounts, documents, general intangibles, goods, instruments, investment property, letters of credit, letters-of-credit rights, money, commercial tort claims and supporting obligations related to the foregoing; and (i) all payments on or under under, and all proceeds of every kind and nature whatsoever in respect of of, any or all of the foregoing; it being understood that the following do not constitute Recovery Bond Collateral: amounts deposited with the Issuer on the Closing Date for payment of costs of issuance with respect to the Recovery Bonds (together with any interest earnings thereon), including all proceeds it being understood that such amounts described in this clause shall not be subject to Section 3.17 of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments, general intangibles and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing; provided, however, that the foregoing items (a) through (i) shall not include the Notes and Trust Certificates (collectively, the “Collateral”)Indenture. The foregoing Grant is made in trust to secure the payment of principal of and premium, if any, interest on, and any other amounts owing in respect of, the NotesRecovery Bonds and all fees, expenses, counsel fees and other amounts due and payable to the Indenture Trustee equally and ratably without prejudice, priority or distinction, and except as expressly provided in the Indenture, to secure compliance with the provisions of this Indenturethe Indenture with respect to the Recovery Bonds, all as provided in the Indenture and to secure the performance by the Issuer of all of its obligations under the Indenture (collectively, the “Secured Obligations”). The Indenture and this IndentureSeries Supplement constitute a security agreement within the meaning of the Wildfire Financing Law and under the UCC to the extent that the provisions of the UCC are applicable hereto. The Indenture Trustee, as Indenture Trustee indenture trustee on behalf of the Holders Secured Parties of the NotesRecovery Bonds, acknowledges such Grant, Grant and accepts the trusts under this Supplement and the Indenture in accordance with the provisions of this Indenture Supplement and agrees to perform its duties required in this Indenture in accordance with the provisions of this Indenture.

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

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

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

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

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

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

GRANTING CLAUSE. The Issuing Entity With respect to the Recovery Bonds, the Issuer hereby Grants to the Indenture Trustee at the Closing DateTrustee, as Indenture Trustee for the benefit of the Holders Secured Parties of the NotesRecovery Bonds, a Lien on and a security interest in and to all of the Issuing EntityIssuer’s right, title and interest, interest (whether now owned or hereafter acquiredacquired or arising) in, to and wherever locatedunder all of the following property (such property, in and to collectively, the “Recovery Bond Collateral”): (a) the Receivables identified on Recovery Property created under and pursuant to the SSA Assignment (all of which are identified in World Omni’s computer files by a code indicating that such Receivables are owned Financing Order, and transferred by the Issuing Entity and pledged Seller to the Indenture Trustee) Issuer pursuant to the Sale Agreement (including, to the fullest extent permitted by law, the right to impose, collect and receive Fixed Recovery Charges, all monies received thereon revenues, collections, claims, rights, payments, money or proceeds of or arising from the Fixed Recovery Charges authorized in the Financing Order and in respect thereof after the Cutoff Dateany Tariffs filed pursuant thereto and any contractual rights to collect such Fixed Recovery Charges from Consumers and ESPs); (b) all Fixed Recovery Charges related to the security interests in, and the liens on, the Financed Vehicles granted by Obligors in connection with the Receivables and any other interest of the Issuing Entity in such Financed VehiclesRecovery Property; (c) any proceeds the Sale Agreement and all property and interests in property transferred under the Sale Agreement with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or ObligorsRecovery Property and the Recovery Bonds; (d) any Financed Vehicle that shall have secured a Receivable and that shall have been acquired by or on behalf of the DepositorServicing Agreement, the Servicer Administration Agreement and any subservicing, agency, intercreditor, administration or collection agreements executed in connection therewith, to the Issuing Entityextent related to the foregoing Recovery Property and the Recovery Bonds; (e) the Collection Account, all rightsubaccounts thereof and all amounts of cash, title and interest in all funds instruments, investment property or other assets on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as therein or credited thereto from time to time in effect) and all Financial Assets and securities entitlements carried therein or credited to, the Trust Accounts, including the Reserve Account, from time to time, including the Reserve Account Initial Deposit, and in all investments and proceeds thereof (including all income thereon)thereto; (f) all rights to compel the Receivables Purchase Agreement, including Servicer to file for and obtain adjustments to the RPA Assignment, and Fixed Recovery Charges in accordance with Section 850.1(g) of the Sale and Servicing Agreement, including the SSA Assignment (including the Issuing Entity’s right to cause World OmniWildfire Financing Law, the Servicer Financing Order or the Depositor to repurchase Receivables from the Issuing Entity under certain circumstances described therein)any Tariff filed in connection therewith; (g) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the UCC) constituting or relating to the foregoing; and (h) all proceeds of any and all of the foregoing and all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing foregoing, whether such claims, demands, causes and choses in action constitute Recovery Property, accounts, general intangibles, instruments, contract rights, chattel paper or proceeds of such items or any other form of property; (h) all accounts, chattel paper, deposit accounts, documents, general intangibles, goods, instruments, investment property, letters of credit, letters-of-credit rights, money, commercial tort claims and supporting obligations related to the foregoing; (i) all payments on or under under, and all proceeds of every kind and nature whatsoever in respect of of, any or all of the foregoing; it being understood that the following do not constitute Recovery Bond Collateral: amounts deposited with the Issuer on the Closing Date, including all proceeds required for payment of costs of issuance with respect to the Recovery Bonds (together with any interest earnings thereon), it being understood that such amounts described in this clause shall not be subject to Section 3.17 of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments, general intangibles and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing; provided, however, that the foregoing items (a) through (i) shall not include the Notes and Trust Certificates (collectively, the “Collateral”)Indenture. The foregoing Grant is made in trust to secure the payment of principal of and premium, if any, interest on, and any other amounts owing in respect of, the NotesRecovery Bonds and all fees, expenses, counsel fees and other amounts due and payable to the Indenture Trustee equally and ratably without prejudice, priority or distinction, and except as expressly provided in the Indenture, to secure compliance with the provisions of this Indenturethe Indenture with respect to the Recovery Bonds, all as provided in the Indenture and to secure the performance by the Issuer of all of its obligations under the Indenture (collectively, the “Secured Obligations”). The Indenture and this IndentureSeries Supplement constitute a security agreement within the meaning of the Wildfire Financing Law and under the UCC to the extent that the provisions of the UCC are applicable hereto. The Indenture Trustee, as Indenture Trustee indenture trustee on behalf of the Holders Secured Parties of the NotesRecovery Bonds, acknowledges such Grant, Grant and accepts the trusts under this Supplement and the Indenture in accordance with the provisions of this Indenture Supplement and agrees to perform its duties required in this Indenture in accordance with the provisions of this Indenture.

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

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

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

GRANTING CLAUSE. The Issuing Entity With respect to the Recovery Bonds, the Issuer hereby Grants to the Indenture Trustee at the Closing DateTrustee, as Indenture Trustee for the benefit of the Holders Secured Parties of the NotesRecovery Bonds, a Lien on and a security interest in and to all of the Issuing EntityIssuer’s right, title and interest, interest (whether now owned or hereafter acquiredacquired or arising) in, to and wherever locatedunder all of the following property (such property, in and to collectively, the “Recovery Bond Collateral”): (a) the Receivables identified on Recovery Property created under and pursuant to the SSA Assignment (all of which are identified in World Omni’s computer files by a code indicating that such Receivables are owned Financing Order, and transferred by the Issuing Entity and pledged Seller to the Indenture Trustee) Issuer pursuant to the Sale Agreement (including, to the fullest extent permitted by law, the right to impose, collect and receive Fixed Recovery Charges, all monies received thereon revenues, collections, claims, rights, payments, money or proceeds of or arising from the Fixed Recovery Charges authorized in the Financing Order and in respect thereof after the Cutoff Dateany Tariffs filed pursuant thereto and any contractual rights to collect such Fixed Recovery Charges from Consumers and ESPs); (b) all Fixed Recovery Charges related to the security interests in, and the liens on, the Financed Vehicles granted by Obligors in connection with the Receivables and any other interest of the Issuing Entity in such Financed VehiclesRecovery Property; (c) any proceeds the Sale Agreement and all property and interests in property transferred under the Sale Agreement with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or ObligorsRecovery Property and the Recovery Bonds; (d) any Financed Vehicle that shall have secured a Receivable and that shall have been acquired by or on behalf of the DepositorServicing Agreement, the Servicer Administration Agreement and any subservicing, agency, intercreditor, administration or collection agreements executed in connection therewith, to the Issuing Entityextent related to the foregoing Recovery Property and the Recovery Bonds; (e) the Collection Account, all rightsubaccounts thereof and all amounts of cash, title and interest in all funds instruments, investment property or other assets on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as therein or credited thereto from time to time in effect) and all Financial Assets and securities entitlements carried therein or credited to, the Trust Accounts, including the Reserve Account, from time to time, including the Reserve Account Initial Deposit, and in all investments and proceeds thereof (including all income thereon)thereto; (f) all rights to compel the Receivables Purchase Agreement, including Servicer to file for and obtain adjustments to the RPA Assignment, and Fixed Recovery Charges in accordance with Section 850.1(g) of the Sale and Servicing Agreement, including the SSA Assignment (including the Issuing Entity’s right to cause World OmniWildfire Financing Law, the Servicer Financing Order or the Depositor to repurchase Receivables from the Issuing Entity under certain circumstances described therein)any Tariff filed in connection therewith; (g) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the UCC) constituting or relating to the foregoing; and (h) all proceeds of any and all of the foregoing and all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing foregoing, whether such claims, demands, causes and choses in action constitute Recovery Property, accounts, general intangibles, instruments, contract rights, chattel paper or proceeds of such items or any other form of property; (h) all accounts, chattel paper, deposit accounts, documents, general intangibles, goods, instruments, investment property, letters of credit, letters-of-credit rights, money, commercial tort claims and supporting obligations related to the foregoing; (i) all payments on or under under, and all proceeds of every kind and nature whatsoever in respect of of, any or all of the foregoing; it being understood that the following do not constitute Recovery Bond Collateral: amounts deposited with, or to the credit of, the Issuer on the Closing Date, required for payment of costs of issuance with respect to the Recovery Bonds (together with any interest earnings thereon), including all proceeds amounts deposited to the credit of the conversion thereofUpfront Financing Cost Account established pursuant to Section 7 of this Series Supplement, 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 it being understood that such amounts described in this clause shall not be subject to payment of any and every kind and other forms of obligations and receivables, instruments, general intangibles and other property which at any time constitute all or part of or are included in the proceeds of any Section 3.17 of the foregoing; provided, however, that the foregoing items (a) through (i) shall not include the Notes and Trust Certificates (collectively, the “Collateral”)Indenture. The foregoing Grant is made in trust to secure the payment of principal of and premium, if any, interest on, and any other amounts owing in respect of, the NotesRecovery Bonds and all fees, expenses, counsel fees and other amounts due and payable to the Indenture Trustee equally and ratably without prejudice, priority or distinction, and except as expressly provided in the Indenture, to secure compliance with the provisions of this Indenturethe Indenture with respect to the Recovery Bonds, all as provided in the Indenture and to secure the performance by the Issuer of all of its obligations under the Indenture (collectively, the “Secured Obligations”). The Indenture and this IndentureSeries Supplement constitute a security agreement within the meaning of the Wildfire Financing Law and under the UCC to the extent that the provisions of the UCC are applicable hereto. The Indenture Trustee, as Indenture Trustee indenture trustee on behalf of the Holders Secured Parties of the NotesRecovery Bonds, acknowledges such Grant, Grant and accepts the trusts under this Supplement and the Indenture in accordance with the provisions of this Indenture Supplement and agrees to perform its duties required in this Indenture in accordance with the provisions of this Indenture.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

GRANTING CLAUSE. The Issuing Entity To secure the payment of the principal of and interest on the Notes in accordance with their terms, the payment of all sums payable under this Indenture and the other Transaction Documents and the performance of the covenants contained in this Indenture, any Hedge Agreement and the other Transaction Documents, the Issuer hereby Grants to the Indenture Trustee at the Closing DateTrustee, solely in trust and as Indenture Trustee collateral security as provided in this Indenture, for the benefit of the Holders of the NotesSecured Parties, a security interest in all of the Issuing EntityIssuer’s right, title and interest, whether now or hereafter acquired, and wherever located, in and to (a) the Receivables identified on the SSA Assignment (all of which are identified in World Omni’s computer files by a code indicating that such Receivables are owned by the Issuing Entity and pledged to the Indenture Trustee) and all monies received thereon and in respect thereof after the Cutoff Date; (b) the security interests in, and the liens on, the Financed Vehicles granted by Obligors in connection with the Receivables and any other interest of the Issuing Entity in such Financed Vehicles; (c) any proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors; (d) any Financed Vehicle that shall have secured a Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer or the Issuing Entity; (e) all right, title and interest in all funds on “accounts,” “deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as from time to time in effect) credited to, the Trust Accounts, including the Reserve Account, from time to time, including the Reserve Account Initial Deposit, and in all investments and proceeds thereof (including all income thereon); (f) the Receivables Purchase Agreement, including the RPA Assignment, and the Sale and Servicing Agreement, including the SSA Assignment (including the Issuing Entity’s right to cause World Omni, the Servicer or the Depositor to repurchase Receivables from the Issuing Entity under certain circumstances described therein); (g) all “accounts,” “chattel paper,” “general payment intangibles,” and “commercial tort claims,” “supporting obligations,” “promissory notes,” “letter-of-credit rights,” “documents,” “goods,” “fixtures,” “general intangibles,” “instruments,” “inventory,” “equipment,” “investment property,” “proceeds” (as such each of the foregoing terms are is defined in the UCC), rights, interests and property (whether now owned or hereafter acquired or arising), including the Issuer’s right, title and interest (whether now owned or hereafter acquired or arising) constituting or relating in and to and under the foregoingfollowing: (a) the Contracts listed on the Contract Schedule; (b) the related Contract Assets; (c) the Assignment Agreements; (d) any rights of the Issuer under the Purchase and Contribution Agreement; (e) any rights of the Issuer under the Servicing Agreement; (f) any rights of the Issuer under each (if any) Hedge Agreement; (g) the Reserve Account, the Collection Account, Prefunding Account, Capitalized Interest Account, Servicer Transition Account, and all amounts from time to time on deposit therein (including any Eligible Investments, investment property and other property at any time and from time to time in such accounts); (h) all amounts from time to time on deposit in the Lockbox Account with respect to the Contracts and the Equipment; (i) the interest of the Issuer in the Equipment; (j) any Insurance Policy and Insurance Proceeds; and (k) all income, payments and proceeds of any and all of the foregoing and all present and future claims(including, demands, causes but not by way 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 propertylimitation, 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, investment property and other forms of obligations and receivables, instruments, general intangibles and other property receivables which at any time constitute all or part of or are included in the proceeds of any of the foregoing; provided, however, that ) (all of the foregoing items (a) through (i) shall not include the Notes and Trust Certificates (collectively, being hereinafter referred to as the “Collateral”). The foregoing Grant Grant, transfer, assignment, set over and conveyance does not constitute and is made not intended to result in trust a creation or an assumption by the Trustee or the Secured Parties of any obligation of the Issuer, the Servicer or any other Person in connection with the Collateral or under any agreement or instrument relating thereto. In furtherance and not in limitation of the foregoing, the Issuer hereby assigns to secure the payment Trustee, for the benefit of principal the Secured Parties, all of its right, title and interest onin and to all liens and security interests in any assets, and any other amounts owing in respect ofall UCC financing statements related thereto. Notwithstanding the foregoing, Security Deposits shall not constitute part of the Notes, equally and ratably without prejudice, priority or distinction, and to secure compliance with the provisions of this Indenture, all as provided in this IndentureCollateral. The Indenture Trustee, as Indenture Trustee acknowledges its acceptance on behalf of the Holders Secured Parties of a security interest in all of the NotesIssuer’s right, acknowledges such Grant, accepts title and interest in and to the trusts under this Indenture Collateral and declares that it shall maintain the Collateral in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture in accordance with the provisions of this Indenturehereof.

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

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

GRANTING CLAUSE. The Issuing Entity Trust hereby Grants to the Indenture Trustee at on the Closing Date, as Indenture Trustee for the benefit of the Holders of Noteholders and the NotesNote Insurer, all of the Issuing Entity’s right, title and interest, whether now or hereafter acquired, and wherever located, in and to (a) the Receivables identified on the SSA Assignment (all of which are identified in World Omni’s computer files by a code indicating that such Receivables are owned by the Issuing Entity and pledged to the Indenture Trustee) and all monies received thereon and in respect thereof after the Cutoff Date; (b) the security interests in, and the liens on, the Financed Vehicles granted by Obligors in connection with the Receivables and any other interest of the Issuing Entity in such Financed Vehicles; (c) any proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors; (d) any Financed Vehicle that shall have secured a Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer or the Issuing Entity; (e) all Trust's right, title and interest in and to all funds money, instruments and other property, to the extent such money, instruments and other property are subject or intended to be held in trust, for the benefit of the Noteholders, including all proceeds thereof, including, without limitation, (i) the Mortgage Loans, (ii) such amounts in all Accounts including principal collected and interest accrued in respect of the Mortgage Loans on deposit inor after the Initial Cut-Off Date, each Subsequent Cut-Off Date and “financial assets” (each Replacement Cut-Off Date, as such term is defined in the Uniform Commercial Code applicable, including Eligible Investments, as may from time to time may be held in effectsuch Accounts (except (x) credited toany premium recapture, (y) interest accrued prior to the Initial Cut-Off Date, each Subsequent Cut-Off Date and each Replacement Cut-Off Date, as applicable, and (z) net investment earnings on the Principal and Interest Account, the Trust Accounts, including the Reserve Account, from time to time, including the Reserve Capitalized Interest Account Initial Deposit, and in all investments and proceeds thereof (including all income thereon); (f) the Receivables Purchase Agreement, including the RPA Assignment, and the Sale and Servicing AgreementNote Account), including the SSA Assignment (including the Issuing Entity’s right to cause World Omniiii) any Property, the ownership of which has been effected on behalf of the Trust as a result of foreclosure or acceptance by the Master Servicer or the Depositor to repurchase Receivables of a deed in lieu of foreclosure and that has not been withdrawn from the Issuing Entity under certain circumstances described therein); Trust, (giv) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the UCC) constituting or any Mortgage Insurance Policies relating to the foregoing; Mortgage Loans and any rights of the Sponsor or any Originator under any Mortgage Insurance Policies, (v) Net Liquidation Proceeds with respect to any Liquidated Mortgage Loan, (vi) the rights of the Indenture Trustee under the Policy, and (hvii) all proceeds of any and all the rights of the foregoing and all present and future claims, demands, causes of action and choses in action in respect of Sponsor against any or all of Originator pursuant to the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of Mortgage Loan Transfer Agreement (the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments, general intangibles and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing; provided, however, that the foregoing items (a) through (i) shall not include the Notes and Trust Certificates (collectively, the “Collateral”"Trust Estate"). 8 The foregoing Grant is made in trust to secure the payment Indenture Trustee, for the benefit of principal of the Noteholders and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, and to secure compliance with the provisions of this Indenture, all as provided in this IndentureNote Insurer. The Indenture Trustee, as Indenture Trustee on behalf of the Holders of the Notes, hereby acknowledges and accepts such Grant, accepts the trusts Grant under this Indenture in accordance with the provisions of this Indenture and agrees to perform its the duties required in of it by this Indenture in accordance with to the provisions best of this Indentureits ability to the end that the interests of such parties, recognizing the priorities of their respective interests, may be adequately and effectively protected.

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

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

GRANTING CLAUSE. The Issuing Entity Issuer hereby Grants to the Indenture Trustee at the Closing DateTrustee, as Indenture Trustee for the benefit and security of the Holders of Administrative Agent, the NotesNoteholders, each Interest Rate Hedge Counterparty and each Currency Hedge Counterparty (to the extent that such Currency Hedge Counterparty and/or such Interest Rate Hedge Counterparty has entered into an agreement with the Issuer in connection with the transactions contemplated by the Relevant Documents), a security interest in all of the Issuing EntityIssuer’s right, title and interest, whether now or hereafter acquired, and wherever located, interest in and to (a) the Receivables identified on the SSA Assignment (2007-B SUBI Certificate, representing all of which are identified in World Omnithe Issuer’s computer files by a code indicating that beneficial interest in, to and under (1) the Contracts and all Contract Payments, Casualty Payments, Prepayment Amounts and other amounts now due or hereafter becoming due with respect such Receivables are owned by SUBI Certificate, (2) all Replacement Contracts and all Contract Payments, Casualty Payments, Prepayment Amounts and other amounts now due or hereafter becoming due with respect such SUBI Certificate, (3) the Issuing Entity Equipment and pledged all Casualty Payments, Equipment Insurance Proceeds (other than proceeds of liability insurance to the Indenture Trusteeextent constituting Excluded Amounts), proceeds from the involuntary or voluntary disposition of the Equipment, payments made or due to the Issuer in connection with any requisition, confiscation, condemnation, seizure or forfeiture of all or any part of the Equipment and any other cash or non-cash receipts from the sale, exchange, collection or other disposition of the Equipment, and other amounts paid or to be paid with respect to the Equipment allocated to such SUBI Certificate, (4) all other Original Assets and Replacement Assets, (5) all monies received thereon other Transferred Assets, (6) all guaranties, indemnities and in respect thereof after other rights securing or supporting the Cutoff Datevalue of any item of Equipment or the related Contract, and (7) all other 2007-B SUBI Assets; (b) any SUBI Certificate subjected to the security interests lien of this Indenture pursuant to a Supplement, representing all of the Issuer’s beneficial interest in, to and under the liens ontypes of property referred to in the foregoing clauses (a)(1) through (a)(7), but only to the Financed Vehicles granted extent that the beneficial ownership interest in, to and under such property is not already represented by Obligors in connection with the Receivables and a UTI Certificate or any other interest Certificate issued pursuant to the Trust Agreement and not subject to the Lien of the Issuing Entity in such Financed Vehicles; this Indenture, (c) any proceeds all moneys from time to time held by pending required deposit in the Collection Account and each other Securities Account established in accordance with respect to the Receivables from claims on any physical damageterms of this Indenture, credit life or disability insurance policies covering Financed Vehicles or Obligors; (d) any Financed Vehicle that shall have secured a Receivable and that shall have been acquired by or all moneys from time to time on behalf deposit in the Master Lockbox Account (to the extent of the DepositorIssuer’s interest and to the extent related to proceeds of collateral described in this granting clause), the Servicer or Collection Account and each other Securities Account established pursuant to this Indenture, including, without limitation, all investments and income from the Issuing Entity; investment of such moneys, (e) all rightrights of the Issuer under this Indenture, title each Supplement, the Servicing Agreement, each Transfer Agreement, the Lockbox Intercreditor Agreement (to the extent of the Issuer’s interest and interest to the extent related to income, payments or proceeds of collateral described in all funds on deposit inthis granting clause), and “financial assets” (as such term is defined in the Uniform Commercial Code as from time to time in effect) credited torelated SUBI Supplement for each SUBI Certificate pledged hereunder, the Trust AccountsAgreement (to the extent of the Issuer’s interest in the Collateral), including each Qualified Currency Hedge, each Interest Rate Hedge Agreement and the Reserve Accountother Relevant Documents, from time to time, including the Reserve Account Initial Deposit, and in all investments and proceeds thereof (including all income thereon); (f) all of the Receivables Purchase AgreementIssuer’s interest in, including to and under any of the RPA Assignmentitems in clause (a) and (b) of this Grant to the extent that any item thereof is owned by the Issuer directly, and the Sale and Servicing Agreement, including the SSA Assignment (including the Issuing Entity’s right to cause World Omni, the Servicer or the Depositor to repurchase Receivables from the Issuing Entity under certain circumstances described therein); (g) all “other accounts,” “, chattel paper,” “, general intangibles” , instruments and “promissory notes” (inventory, each such term as such terms are defined in the UCC) constituting or relating to , of the foregoing; Issuer and (h) all income, payments and proceeds of any and all of the foregoing and all present accessions to, substitutions and future claimsreplacements for, demandsand rents, causes of action profits, products, insurance proceeds, confiscation and/or condemnation awards, and choses in action in respect any other proceeds from the disposition of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or (all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments, general intangibles and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing; provided, however, that the foregoing items (a) through (i) shall not include the Notes and Trust Certificates (collectively, the “Collateral”). The foregoing Such Grant is made in trust to secure (i) the payment of principal of and interest on, and any other all amounts owing due on the Notes in respect of, the Notesaccordance with their terms, equally and ratably except as otherwise may be provided in this Indenture, without prejudice, priority priority, or distinctiondistinction between any Note of the same class and any other Note of the same class by reason of differences in time of issuance or otherwise, (ii) the payment of all other sums payable under the Notes, this Indenture, the Interest Rate Hedge Agreements and the Currency Rate Hedge Agreements, or to secure the secured parties under the other Relevant Documents and (iii) compliance with the provisions of this IndentureIndenture with respect to the Notes and the Issuer’s obligations under the other Relevant Documents (the obligations set forth in clauses (i), all as provided in this Indenture(ii) and (iii) and under the other Relevant Documents, collectively the “Secured Obligations”). The Indenture Trustee, as Indenture Trustee on behalf of the Holders of the Notes, acknowledges such Grant, accepts the trusts under this Indenture hereunder in accordance with the provisions of this Indenture hereof, and agrees to perform the duties herein required to the best of its duties required ability and to the end that the interests of the Administrative Agent and the Noteholders, any Interest Rate Hedge Counterparty and any Currency Hedge Counterparty may be adequately and effectively protected as hereinafter provided. Notwithstanding the foregoing, the Indenture Trustee does not assume, and shall have no liability to perform, any of the Issuer’s obligations under any agreement included in this Indenture in accordance with the provisions Collateral and shall have no liability arising from the failure of this Indenturethe Issuer or any other Person to duly perform any such obligations.

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

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

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

GRANTING CLAUSE. The Issuing Entity With respect to the Storm Recovery Bonds, the Issuer hereby Grants to the Indenture Trustee at the Closing DateTrustee, as Indenture Trustee for the benefit of the Holders Secured Parties of the NotesStorm Recovery Bonds, all of the Issuing EntityIssuer’s right, title and interest, interest (whether now owned or hereafter acquired, and wherever located, acquired or arising) in and to (a) the Receivables identified on Storm Recovery Property created under and pursuant to the SSA Assignment (all of which are identified in World Omni’s computer files by a code indicating that such Receivables are owned Financing Order, and transferred by the Issuing Entity and pledged Seller to the Indenture Trustee) Issuer pursuant to the Sale Agreement (including, to the fullest extent permitted by law, the right to impose, collect and receive Storm Recovery Charges, all monies received thereon revenues, collections, claims, rights, payments, money or proceeds of or arising from the Storm Recovery Charges authorized in the Financing Order and in respect thereof after the Cutoff Date; any Tariffs filed pursuant thereto and any contractual rights to collect such Storm Recovery Charges from Customers), (b) the security interests inall Storm Recovery Charges related to such Storm Recovery Property, and the liens on, the Financed Vehicles granted by Obligors in connection with the Receivables and any other interest of the Issuing Entity in such Financed Vehicles; (c) any proceeds the Sale Agreement and each Bill of Sale executed in connection therewith and all property and interests in property transferred under the Sale Agreement and such Bills of Sale with respect to such Storm Recovery Property and the Receivables from claims on any physical damageStorm Recovery Bonds, credit life or disability insurance policies covering Financed Vehicles or Obligors; (d) any Financed Vehicle that shall have secured a Receivable and that shall have been acquired by or on behalf of the DepositorServicing Agreement, the Servicer Administration Agreement and any subservicing, agency, intercreditor, administration or collection agreements executed in connection therewith, to the Issuing Entity; extent related to the foregoing Storm Recovery Property and the Storm Recovery Bonds, (e) the Collection Account, all rightsubaccounts thereof and all amounts of cash, title and interest in all funds instruments, investment property or other assets on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as therein or credited thereto from time to time in effect) and all financial assets and securities entitlements carried therein or credited tothereto, the Trust Accounts, including the Reserve Account, from time to time, including the Reserve Account Initial Deposit, and in all investments and proceeds thereof (including all income thereon); (f) all rights to compel the Receivables Purchase Agreement, including Servicer to file for and obtain adjustments to the RPA Assignment, and Storm Recovery Charges in accordance with Section 23-18-903(h) of the Sale and Servicing Agreement, including the SSA Assignment (including the Issuing Entity’s right to cause World OmniSecuritization Act, the Servicer Financing Order or the Depositor to repurchase Receivables from the Issuing Entity under certain circumstances described therein); any Tariff filed in connection therewith, (g) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the UCC) constituting or relating to the foregoing; and (h) all proceeds of any and all of the foregoing and all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing foregoing, whether such claims, demands, causes and choses in action constitute Storm Recovery Property, accounts, general intangibles, instruments, contract rights, chattel paper or proceeds of such items or any other form of property, (h) all accounts, chattel paper, deposit accounts, documents, general intangibles, goods, instruments, investment property, letters of credit, letters-of-credit rights, money, commercial tort claims and supporting obligations related to the foregoing, and (i) all payments on or under under, and all proceeds of every kind and nature whatsoever in respect of of, any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments, general intangibles and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing; provided, however, it being understood that the foregoing items (a) through following do not constitute Storm Recovery Bond Collateral: (i) cash that has been released pursuant to Section 8.02(e)(x) of the Indenture and, following retirement of all Outstanding Storm Recovery Bonds, cash that has been released pursuant to Section 8.02(e)(xii) of the Indenture and (ii) amounts deposited with the Issuer on the Closing Date, for payment of costs of issuance with respect to the Storm Recovery Bonds (together with any interest earnings thereon), it being understood that such amounts described in clauses (i) and (ii) above shall not include be subject to Section 3.17 of the Notes and Trust Certificates (collectively, the “Collateral”)Indenture. The foregoing Grant is made in trust to secure the payment of principal of and premium, if any, interest on, and any other amounts owing in respect of, the NotesStorm Recovery Bonds and all fees, expenses, indemnity amounts, counsel fees and other amounts due and payable to the Indenture Trustee (collectively, the “Secured Obligations”) equally and ratably without prejudice, priority or distinction, and except as expressly provided in the Indenture, to secure compliance with the provisions of this Indenturethe Indenture with respect to the Storm Recovery Bonds, all as provided in the Indenture and to secure the performance by the Issuer of all of its obligations under the Indenture. The Indenture and this IndentureSeries Supplement constitutes a security agreement within the meaning of the Securitization Act and under the UCC to the extent that the provisions of the UCC are applicable hereto. The Issuer hereby authorizes the Indenture Trustee to file one or more financing statements (including amendments of financing statements and continuation statements if applicable) with respect to the Storm Recovery Bond Collateral, including , without limitation, one or more financing statements describing the collateral covered thereby as “all assets or all personal property of the debtor” or words of similar effect. The Indenture Trustee, as Indenture Trustee indenture trustee on behalf of the Holders Secured Parties of the NotesStorm Recovery Bonds, acknowledges such Grant, Grant and accepts the trusts under this Supplement and the Indenture in accordance with the provisions of this Indenture Supplement and agrees to perform its duties required in this Indenture in accordance with the provisions of this Indenture.

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

GRANTING CLAUSE. The Issuing Entity On the Closing Date the Issuer Granted, and hereby Grants confirms such Grant, to the Indenture Trustee at the Closing DateTrustee, as Indenture Trustee for the benefit and security of the Holders of the Notes, the Trustee, the Collateral Administrator, the Administrator, the Portfolio Manager and each Hedge Counterparty (collectively, the “Secured Parties”), all of the Issuing Entity’s its right, title and interestinterest in, to and under, in each case, whether now owned or existing, or hereafter acquiredacquired or arising, in each case as defined in the UCC, accounts, chattel paper, commercial tort claims, deposit accounts, documents, financial assets, general intangibles, goods, instruments, investment property, letter-of-credit rights, and wherever locatedother property of any type or nature in which the Issuer has an interest, including all proceeds (as defined in the UCC) with respect to the foregoing (subject to the exclusions noted below, the “Assets”). Such Grants include, but are not limited to the Issuer’s interest in and to rights under: (a) the Receivables identified on the SSA Assignment (all of which are identified in World Omni’s computer files by a code indicating that such Receivables are owned by the Issuing Entity Collateral Obligations and pledged to the Indenture Trustee) Equity Securities and all monies received payments thereon and in or with respect thereof after the Cutoff Date; thereto, (b) each of the security interests inAccounts (subject, in the case of any Hedge Counterparty Collateral Account, to the extent permitted by the applicable Hedge Agreement), including any Eligible Investments purchased with funds on deposit therein, and all income from the liens oninvestment of funds therein, the Financed Vehicles granted by Obligors in connection with the Receivables and any other interest of the Issuing Entity in such Financed Vehicles; (c) the Portfolio Management Agreement, the Collateral Administration Agreement, the Securities Account Control Agreement, the Retention Undertaking Letter, the Administration Agreement, the Registered Office Agreement and any Hedge Agreement, (d) cash and (e) all proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors; (d) any Financed Vehicle that shall have secured a Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer or the Issuing Entity; (e) all right, title and interest in all funds on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as from time to time in effect) credited to, the Trust Accounts, including the Reserve Account, from time to time, including the Reserve Account Initial Deposit, and in all investments and proceeds thereof (including all income thereon); (f) the Receivables Purchase Agreement, including the RPA Assignment, and the Sale and Servicing Agreement, including the SSA Assignment (including the Issuing Entity’s right to cause World Omni, the Servicer or the Depositor to repurchase Receivables from the Issuing Entity under certain circumstances described therein); (g) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the UCC) constituting or relating to the foregoing; and (h) all proceeds of any and all of the foregoing and all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments, general intangibles and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing; provided, howeverthat such Grants exclude: Margin Stock or the U.S. dollar amount of any liquidation thereof, that the foregoing items whether or not such dollar amount has been reinvested in another instrument (a) through (i) shall not include the Notes and Trust Certificates (collectively, the “CollateralExcepted Property”). The foregoing Grant is above Grants are made in trust to secure the payment Notes and the Issuer’s obligations to the Secured Parties under this Indenture and each Hedge Agreement. Except as set forth in the Priority of principal Distributions and Article XIII of and interest on, and any other amounts owing in respect ofthis Indenture, the Notes, Notes are secured equally and ratably without prejudice, priority or distinctiondistinction between any Note and any other Note by reason of difference in time of issuance or otherwise, and to secure compliance with the provisions of this Indenture, all except as expressly provided in this Indenture. The Indenture Trustee, as Indenture Trustee on behalf of the Holders of the Notesand to secure, acknowledges such Grant, accepts the trusts under this Indenture in accordance with the priorities set forth in the Priority of Distributions, (i) the payment of all amounts due on the Notes in accordance with their terms, (ii) the payment of all other sums payable under any Transaction Document and each Hedge Agreement to any Secured Party and (iii) compliance with the provisions of this Indenture and each Hedge Agreement, all as provided in this Indenture and each Hedge Agreement, respectively. The foregoing Grants shall, for the purpose of determining the property subject to the lien of this Indenture, be deemed to include any securities and any investments granted to the Trustee by or on behalf of the Issuer, whether or not such securities or investments satisfy the criteria set forth in the definitions of “Collateral Obligation” or “Eligible Investments,” as the case may be. The Trustee acknowledges such Grants, accepts the trusts hereunder in accordance with the provisions hereof, and agrees to perform its duties required in this Indenture expressly stated herein in accordance with the provisions of this Indenturehereof.

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

GRANTING CLAUSE. The Issuing Entity Note Issuer hereby Grants to the Indenture Trustee at the Closing Date, as Indenture Trustee for the benefit of the Holders of the NotesNotes from time to time issued and outstanding, all of the Issuing Entity’s Note Issuer's right, title and interest, whether now or hereafter acquired, and wherever located, interest in and to (a) the Receivables identified on Intangible Transition Property created under and pursuant to the SSA Assignment (all of which are identified in World Omni’s computer files by a code indicating that such Receivables are owned 1998 Funding Order, and transferred by the Issuing Entity and pledged Grantee to the Indenture Trustee) Note Issuer pursuant to the Sale Agreement (including, to the fullest extent permitted by law, all revenues, collections, claims, rights, payments, money or proceeds of or arising from the IFCs authorized in the 1998 Funding Order and all monies received thereon any Tariffs filed pursuant thereto and in respect thereof after the Cutoff Date; any Allocable IFC Revenue Amounts), (b) the security interests inall Intangible Transition Property created under and pursuant to any Subsequent Funding Order, and transferred by the liens onGrantee to the Note Issuer pursuant to a Subsequent Sale Agreement (including, to the Financed Vehicles granted fullest extent permitted by Obligors law, all revenues, collections, claims, rights, payments, money or proceeds of or arising from the IFCs authorized in connection with the Receivables such Subsequent Funding Order and any other interest of the Issuing Entity in such Financed Vehicles; Subsequent Tariffs filed pursuant thereto and any Allocable IFC Revenue Amounts), (c) any proceeds with respect to the Receivables from claims on any physical damageGrant Agreement, credit life or disability insurance policies covering Financed Vehicles or Obligors; the Sale Agreement and all property and interests in property transferred under the Sale Agreement, (d) each Subsequent Grant Agreement, Subsequent Sale Agreement and all property and interests in property transferred under any Financed Vehicle that shall have secured a Receivable and that shall have been acquired by or on behalf of the DepositorSubsequent Sale Agreement, the Servicer or the Issuing Entity; (e) the Servicing Agreement, (f) the Collection Account, all right, title subaccounts thereof and interest in all funds amounts of cash or investment property on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as from time to time in effect) therein or credited to, the Trust Accounts, including the Reserve Account, thereto from time to time, including the Reserve Account Initial Deposit, and in all investments and proceeds thereof (including all income thereon); (f) the Receivables Purchase Agreement, including the RPA Assignment, and the Sale and Servicing Agreement, including the SSA Assignment (including the Issuing Entity’s right to cause World Omni, the Servicer or the Depositor to repurchase Receivables from the Issuing Entity under certain circumstances described therein); (g) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined any interest rate exchange agreement which is executed in connection with the UCC) constituting or relating to the foregoing; and issuance of Floating Rate Notes, if any, (h) all proceeds of any rights to compel the Servicer to file for and all obtain adjustments to the IFCs in accordance with Section 18-104(d) of the foregoing and Funding Law, the 1998 Funding Order or any Subsequent Funding Order or any Tariff or Subsequent Tariff filed in connection therewith, (i) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing foregoing, (j) all general intangibles, chattel paper and accounts of the Note Issuer, and (k) all payments on or under under, and all proceeds of every kind and nature whatsoever in respect of of, any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments, general intangibles and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing; provided, however, it being understood that the foregoing items (a) through following do not constitute Note Collateral: (i) cash that has been released pursuant to Section 8.02(d)(xiii) following retirement of all Outstanding Series of Notes, (ii) net investment earnings which have been released to the Note Issuer pursuant to Section 8.02(d), and (iii) amounts deposited with the Note Issuer on any Series Issuance Date, including the Closing Date, for payment of costs of issuance with respect to the related Series (together with any interest earnings thereon), it being understood that such amounts described in clauses (i) and (iii) above shall not include the Notes and Trust Certificates (collectively, the “Collateral”)be subject to Section 3.17. The foregoing Grant is made in trust to secure the payment of principal of and premium, if any, interest on, and any other amounts owing in respect of, the Notes, Notes equally and ratably without prejudice, priority or distinction, except as expressly provided in this Indenture, and to secure compliance with the provisions of this IndentureIndenture with respect to the Notes, all as provided in this Indenture. This Indenture constitutes a security agreement within the meaning of the UCC to the extent that, under Illinois law, the provisions of the UCC are applicable hereto. The Indenture Trustee, as Indenture Trustee trustee on behalf of the Holders of the NotesHolders, acknowledges such Grant, Grant and accepts the trusts under this Indenture in accordance with the provisions of this Indenture Indenture. AND IT IS HEREBY COVENANTED, DECLARED AND AGREED between the parties hereto that all Notes are to be issued, countersigned and agrees delivered and that all of the Note Collateral is to perform its duties required in this Indenture in accordance be held and applied, subject to the 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 provisions Indenture Trustee and its successors in said trust, for the benefit of this Indenture.the Holders, as follows:

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

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

GRANTING CLAUSE. The Issuing Entity Trust hereby Grants to the Indenture Trustee at the Closing Date, as Indenture Trustee for the benefit of the Holders of Noteholders and the NotesInsurer, all of the Issuing Entity’s right, title and interest, whether now or hereafter acquired, and wherever located, in and to (a) the Receivables identified on the SSA Assignment (all of which are identified in World Omni’s computer files by a code indicating that such Receivables are owned by the Issuing Entity and pledged to the Indenture Trustee) and all monies received thereon and in respect thereof after the Cutoff Date; (b) the security interests in, and the liens on, the Financed Vehicles granted by Obligors in connection with the Receivables and any other interest of the Issuing Entity in such Financed Vehicles; (c) any proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors; (d) any Financed Vehicle that shall have secured a Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer or the Issuing Entity; (e) all Trust's right, title and interest in and to the following (collectively, the "Trust Estate"): (i) certain adjustable rate revolving home equity credit line loans (the "Mortgage Loans") (including any Additional Balances) made or to be made under certain Credit Line Agreements and conveyed to the Trust; (ii) all funds principal and interest collected in respect of the Mortgage Loans on and after the related Cut-Off Date; (iii) property that secured a Mortgage Loan to the extent that it has been acquired by foreclosure or deed in lieu of foreclosure; (iv) all rights acquired by the Trust under any Mortgage Insurance Policies covering the Mortgaged Properties; (v) the Policy; (vi) all amounts on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as from time to time in effect) credited to, the Trust Accounts, including the Reserve Account, from time to time, including the Reserve Note Account Initial Deposit, and in all investments and proceeds thereof (including all income excluding investment earnings thereon); (fvii) all amounts on deposit from time to time in the Receivables Principal and Interest Account (excluding any investment earnings thereon); (viii) all rights of the Sponsor under the Purchase Agreement assigned to the Trust pursuant to the Sale and Servicing Agreement (including all of the Sponsor's rights and remedies in the event of certain breaches by the Originators of their respective representations and warranties under the Purchase Agreement, including ); (ix) all rights of the RPA Assignment, and Trust under the Sale and Servicing Agreement, including the SSA Assignment (including the Issuing Entity’s right to cause World Omni, the Servicer or the Depositor to repurchase Receivables from the Issuing Entity under certain circumstances described therein); (gx) all “accounts,” “chattel paper,” “general intangibles” Mortgage Files and “promissory notes” (as such terms are defined in the UCC) constituting or other documents relating to the foregoing; (xi) all amounts on deposit in the Pre-Funding Account; (xii) all amounts on deposit in the Capitalized Interest Account (excluding any investment earnings thereon); and (hxiii) all proceeds of any and all of the foregoing and all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments, general intangibles and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing; provided, however, that the foregoing items (a) through (i) shall not include the Notes and Trust Certificates (collectively, the “Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, and to secure compliance with the provisions of this Indenture, all except as otherwise provided in this Indenture. The Indenture Trustee, as Indenture Trustee on behalf of the Holders of the Notes, acknowledges such Grant, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture in accordance with the provisions of this Indentureherein.

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

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

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

GRANTING CLAUSE. The Issuing Entity Issuer hereby Grants grants to the Indenture Trustee at the Initial Closing Date, as Indenture for the benefit of the Trustee, the Noteholders, each Enhancement Provider, if any (unless otherwise provided in the related Series Supplement), and any other Person to which any Issuer Obligations are payable (the "Secured Parties"), to secure the Issuer Obligations, a lien on and security interest in all of the Issuer's right, title and interest in, to and under the following property whether now owned or hereafter acquired, now existing or hereafter created and wherever located (a) the Receivables existing on or after the Cut-Off Date that have been or may from time to time be conveyed, sold and/or assigned to the Issuer pursuant to the Purchase Agreement; (b) all Collections thereon received on or after the Cut-Off Date; (c) all Related Security; (d) the Collection Account, any Investor Account, any Series Account and any other account maintained by the Trustee for the benefit of the Holders Secured Parties of the Notesany Series of Notes (each such account, a "Trust Account"), all of the Issuing Entity’s right, title and interest, whether now or hereafter acquired, and wherever located, in and monies from time to (a) the Receivables identified on the SSA Assignment (all of which are identified in World Omni’s computer files by a code indicating that such Receivables are owned by the Issuing Entity and pledged to the Indenture Trustee) time deposited therein and all monies received thereon and in respect thereof after the Cutoff Date; (b) the security interests in, and the liens on, the Financed Vehicles granted by Obligors in connection with the Receivables and any other interest of the Issuing Entity in such Financed Vehicles; (c) any proceeds with respect investment property from time to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors; (d) any Financed Vehicle that shall have secured a Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer or the Issuing Entitytime credited thereto; (e) all rightcertificates and instruments, title and interest in if any, representing or evidencing any or all of the Trust Accounts or the funds on deposit in, therein from time to time; (f) all Permitted Investments made at any time and “financial assets” (as such term is defined in the Uniform Commercial Code as from time to time with moneys in effect) credited to, the Trust Accounts, including the Reserve Account, from time to time, including the Reserve Account Initial Deposit, and in all investments and proceeds Accounts or any subaccount thereof (including all income thereon); (f) the Receivables Purchase Agreementon such investments, including the RPA Assignment, and the Sale and Servicing Agreement, including the SSA Assignment (including the Issuing Entity’s right to cause World Omni, the Servicer or the Depositor to repurchase Receivables from the Issuing Entity under certain circumstances described thereinunless otherwise specified in a Series Supplement); (g) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined to the extent set forth in the UCC) constituting or relating to the foregoingSeries Supplement for a Series, any Enhancement, including any Credit Enhancement; and (h) all proceeds monies available under the Servicer Letter of Credit and under any Enhancement, including any Credit Enhancement, to be provided for any Series for payment to the Noteholders of such Series; (i) the Issuer's rights, powers and benefits, but none of its obligations or burdens, under the Servicing Agreement and the Purchase Agreement; (j) all additional property that may from time to time hereafter (pursuant to the terms of any Series Supplement or otherwise) be subjected to the grant and all of pledge hereof by the foregoing Issuer or by anyone on its behalf; and (k) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of all of the foregoing and the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awardsinvestment property, rights to payment of any and every kind and other forms of obligations and receivables, instruments, general intangibles instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing; provided, however, that the foregoing items (a) through (i) shall not include the Notes and Trust Certificates (collectively, the “Collateral”"Trust Estate"). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the NotesIssuer Obligations, equally and ratably without prejudice, priority or distinctiondistinction except as set forth herein, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as Indenture Trustee on behalf for the benefit of the Holders of the NotesSecured Parties, hereby acknowledges such Grant, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and the lien on and security interest in the Trust Estate conveyed by the Issuer pursuant to the Grant, declares that it shall maintain such right, title and interest, upon the trust set forth, for the benefit of all Secured Parties, subject to Sections 11.1 and 11.2 and agrees to perform its duties required in this Indenture in accordance with to the provisions best of this Indentureits ability to the end that the interests of the Secured Parties may be adequately and effectively protected.

GRANTING CLAUSE. The Issuing Entity Issuer hereby Grants to the Indenture Trustee at the Closing Date, as Indenture Trustee for the benefit of the Holders of the NotesIssuer Secured Parties, all of the Issuing Entity’s right, title and interest, whether now or hereafter acquired, and wherever located, in and to (a) the Receivables identified on the SSA Assignment (all of which are identified in World Omni’s computer files by a code indicating that such Receivables are owned by the Issuing Entity and pledged to the Indenture Trustee) and all monies received thereon and in respect thereof after the Cutoff Date; (b) the security interests in, and the liens on, the Financed Vehicles granted by Obligors in connection with the Receivables and any other interest of the Issuing Entity in such Financed Vehicles; (c) any proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors; (d) any Financed Vehicle that shall have secured a Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer or the Issuing Entity; (e) all Issuer's right, title and interest in all funds and to the following (collectively, the "Collateral"): (i) certain adjustable rate home equity revolving credit line loans (the "Mortgage Loans") (including any Additional Balances) made or to be made under certain Credit Line Agreements and conveyed to the Issuer; (ii) collections in respect of the Mortgage Loans with due dates after the Initial Cut-Off Date, (iii) property that secured a Mortgage Loan that has been acquired by foreclosure or deed in lieu of foreclosure; (iv) rights of the Sponsor under hazard insurance policies covering the Mortgaged Properties; (v) the Policy; (vi) amounts on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as from time Note Account; (vii) amounts on deposit in the Pre-Funding Account; (viii) amounts on deposit in the Capitalized Interest Account; (ix) amounts on deposit in the Principal and Interest Account; (x) any and all Subsequent Mortgage Loans (including any Additional Balances related thereto); (xi) all rights under the Purchase Agreement assigned to time in effect) credited to, the Trust Accounts, including the Reserve Account, from time to time, including the Reserve Account Initial Deposit, and in all investments and proceeds thereof Issuer (including all income thereon); (frepresentations and warranties of the Originator contained therein) and all rights of the Receivables Purchase Agreement, including the RPA Assignment, and Issuer under the Sale and Servicing Agreement, including the SSA Assignment (including the Issuing Entity’s right to cause World Omni, the Servicer or the Depositor to repurchase Receivables from the Issuing Entity under certain circumstances described therein); (g) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the UCC) constituting or relating to the foregoing; and (hxii) all proceeds of any and all of the foregoing and all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments, general intangibles and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing; provided, however, that the foregoing items (a) through (i) shall not include the Notes and Trust Certificates (collectively, the “Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as Indenture Trustee on behalf for the benefit, first, of the Holders of the Notes, and second, of the Insurer. The Indenture Trustee hereby acknowledges such Grant, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its the duties required in of it by this Indenture in accordance with to the provisions best of this Indentureits ability to the end that the interests of such parties, recognizing the priorities of their respective interests, may be adequately and effectively protected.

GRANTING CLAUSE. The Issuing Entity Issuer hereby Grants to the Indenture Trustee at Trustee, for the benefit and security of the Holders of the Secured Notes, the Trustee, the Collateral Manager and the Collateral Administrator (collectively, the “Secured Parties”), all of its right, title and interest in, to and under, in each case, whether now owned or existing, or hereafter acquired or arising any and all accounts, chattel paper, deposit accounts, financial assets, general intangibles, instruments, investment property, letter-of-credit rights, documents, goods and supporting obligations and other assets in which the Issuer has an interest and specifically including: (a) the Collateral Obligations (listed, as of the Closing Date, in Schedule 1 to this Indenture) which the Issuer causes to be delivered to the Trustee (directly or through an intermediary or bailee) herewith and all payments thereon or with respect thereto, and all Collateral Obligations which are delivered to the Trustee in the future pursuant to the terms hereof and all payments thereon or with respect thereto, (b) each of the Accounts, and in each case any Eligible Investments purchased with funds on deposit in any of the Accounts, and all income from the investment of funds therein, (c) the Collateral Management Agreement as Indenture set forth in Article XV hereof, the Securities Account Control Agreement, the Master Loan Sale Agreements and the Collateral Administration Agreement, (d) all Cash or Money delivered to the Trustee (or its bailee) from any source for the benefit of the Holders of the Notes, all of the Issuing Entity’s right, title and interest, whether now or hereafter acquired, and wherever located, in and to (a) the Receivables identified on the SSA Assignment (all of which are identified in World Omni’s computer files by a code indicating that such Receivables are owned by the Issuing Entity and pledged to the Indenture Trustee) and all monies received thereon and in respect thereof after the Cutoff Date; (b) the security interests in, and the liens on, the Financed Vehicles granted by Obligors in connection with the Receivables and any other interest of the Issuing Entity in such Financed Vehicles; (c) any proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors; (d) any Financed Vehicle that shall have secured a Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer Secured Parties or the Issuing Entity; Issuer, (e) all rightany Equity Securities received by the Issuer, title and interest in all funds on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as from time to time in effect) credited to, the Trust Accounts, including the Reserve Account, from time to time, including the Reserve Account Initial Deposit, and in all investments and proceeds thereof (including all income thereon); (f) the Receivables Purchase Agreementall accounts, including the RPA Assignmentchattel paper, deposit accounts, financial assets, general intangibles, payment intangibles, instruments, investment property, letter-of-credit rights, securities, money, documents, goods, commercial tort claims and securities entitlements, and the Sale and Servicing Agreement, including the SSA Assignment (including the Issuing Entity’s right to cause World Omni, the Servicer or the Depositor to repurchase Receivables from the Issuing Entity under certain circumstances described therein); (g) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” other supporting obligations (as such terms are defined in the UCC), (g) constituting or relating any other property otherwise delivered to the foregoingTrustee by or on behalf of the Issuer (whether or not constituting Collateral Obligations, Equity Securities or Eligible Investments); and (h) all proceeds of any and all of (as defined in the UCC) with respect to the foregoing and all present and future claims, demands, causes of action and choses (the assets referred to in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments, general intangibles and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing; provided, however, that the foregoing items (a) through (ih) shall not include the Notes and Trust Certificates (collectively, are collectively referred to as the “CollateralAssets”). The foregoing above Grant is made in trust to secure the payment of principal of and interest onSecured Notes, the Issuer’s other obligations to the Secured Parties under this Indenture, the other Transaction Documents, and any certain other amounts owing payable by the Issuer as described herein. Except as set forth in respect ofthe Priority of Payments and Article XIII of this Indenture, the Notes, Secured Notes are secured by the Grant equally and ratably without prejudice, priority or distinctiondistinction between any Secured Note and any other Secured Note by reason of difference in time of issuance or otherwise. The Grant is made to secure, in accordance with the priorities set forth in the Priority of Payments and to secure Article XIII of this Indenture, (i) the payment of all amounts due on the Secured Notes in accordance with their terms, (ii) the payment of all other sums (other than in respect of the Subordinated Notes) payable under this Indenture, (iii) the payment of amounts owing by the Issuer under the Collateral Management Agreement, the Collateral Administration Agreement and the Master Loan Sale Agreements and (iv) compliance with the provisions of this Indenture, all as provided in herein (collectively, the “Secured Obligations”). The foregoing Grant shall, for the purpose of determining the property subject to the lien of this Indenture. The Indenture Trustee, as Indenture be deemed to include any securities and any investments granted to the Trustee by or on behalf of the Holders Issuer, whether or not such securities or investments satisfy the criteria set forth in the definitions of “Collateral Obligation” or “Eligible Investments”, as the Notes, case may be. The Trustee acknowledges such Grant, accepts the trusts under this Indenture hereunder in accordance with the provisions of this Indenture hereof, and agrees to perform its the duties required in this Indenture herein in accordance with the provisions of this Indentureterms hereof.

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

GRANTING CLAUSE. The Issuing Entity hereby Grants In order to secure the Indenture Trustee at prompt and complete payment and performance when due of the Closing DateObligations of each Grantor and each Borrower under the Credit Agreement and each of the other Loan Documents, as Indenture Trustee to secure the performance and observance by each Grantor and each Borrower of all the agreements, covenants and provisions contained herein and in the Loan Documents to which they are a party for the benefit of the Holders of the Notes, all of the Issuing Entity’s right, title and interest, whether now or hereafter acquired, and wherever located, in and to (a) the Receivables identified on the SSA Assignment (all of which are identified in World Omni’s computer files by a code indicating that such Receivables are owned by the Issuing Entity and pledged to the Indenture Trustee) and all monies received thereon and in respect thereof after the Cutoff Date; (b) the security interests in, and the liens on, the Financed Vehicles granted by Obligors in connection with the Receivables and any other interest of the Issuing Entity in such Financed Vehicles; (c) any proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors; (d) any Financed Vehicle that shall have secured a Receivable and that shall have been acquired by or Collateral Agent on behalf of the DepositorSecured Parties and each of the other Indemnitees, and for the uses and purposes and subject to the terms and provisions hereof, and in consideration of the premises and of the covenants herein contained, and of other good and valuable consideration to the parties to the Loan Documents, the Servicer receipt and adequacy whereof are hereby acknowledged, each Grantor, as of the date hereof if it is a party to this Mortgage as of the date hereof, or otherwise as of the Issuing Entity; (e) date on which such Grantor becomes a party to this Mortgage by the execution and delivery of a Grantor Supplement, has granted, bargained, sold, assigned, transferred, conveyed, mortgaged, pledged and confirmed, and does hereby grant, bargain, sell, assign, transfer, convey, mortgage, pledge and confirm, unto the Collateral Agent, its successors and assigns, for the security and benefit of the Secured Parties, a first priority continuing security interest in and first priority mortgage Lien on all estate, right, title and interest in all funds on deposit of each Grantor in, to and “financial assets” (as such term is defined in under the Uniform Commercial Code as from time to time in effect) credited tofollowing described property, the Trust Accountsrights, including the Reserve Account, from time to time, including the Reserve Account Initial Deposit, interests and in all investments privileges whether now or hereafter acquired and proceeds thereof (including all income thereon); (f) the Receivables Purchase Agreement, including the RPA Assignment, and the Sale and Servicing Agreement, including the SSA Assignment (including the Issuing Entity’s right to cause World Omni, the Servicer or the Depositor to repurchase Receivables from the Issuing Entity under certain circumstances described therein); (g) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the UCC) constituting or relating subject to the foregoing; and Lien hereof (h) all proceeds of any and all of the foregoing and all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoingwhich collectively, including all proceeds property hereafter specifically subjected to the [Mortgage and Security Agreement (Mesa Spare Parts Facility)] Lien of the conversion thereofthis Mortgage by any instrument supplemental hereto, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments, general intangibles and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing; provided, however, that the foregoing items (a) through (i) shall not include the Notes and Trust Certificates (collectively, herein called the “Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as Indenture Trustee on behalf of the Holders of the Notes, acknowledges such Grant, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture in accordance with the provisions of this Indenture.):

GRANTING CLAUSE. The Issuing Entity With respect to the Recovery Bonds, the Issuer hereby Grants to the Indenture Trustee at the Closing DateTrustee, as Indenture Trustee for the benefit of the Holders Secured Parties of the NotesRecovery Bonds, a Lien on and a security interest in and to all of the Issuing EntityIssuer’s right, title and interest, interest (whether now owned or hereafter acquiredacquired or arising) in, to and wherever locatedunder all of the following property (such property, in and to collectively, the “Recovery Bond Collateral”): (a) the Receivables identified on Recovery Property created under and pursuant to the SSA Assignment (all of which are identified in World Omni’s computer files by a code indicating that such Receivables are owned Financing Order, and transferred by the Issuing Entity and pledged Seller to the Indenture Trustee) Issuer pursuant to the Sale Agreement (including, to the fullest extent permitted by law, the right to impose, collect and receive Fixed Recovery Charges, all monies received thereon revenues, collections, claims, rights, payments, money or proceeds of or arising from the Fixed Recovery Charges authorized in the Financing Order and in respect thereof after the Cutoff Dateany Tariffs filed pursuant thereto and any contractual rights to collect such Fixed Recovery Charges from Consumers and ESPs); (b) all Fixed Recovery Charges related to the security interests in, and the liens on, the Financed Vehicles granted by Obligors in connection with the Receivables and any other interest of the Issuing Entity in such Financed VehiclesRecovery Property; (c) any proceeds the Sale Agreement and all property and interests in property transferred under the Sale Agreement with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or ObligorsRecovery Property and the Recovery Bonds; (d) any Financed Vehicle that shall have secured a Receivable and that shall have been acquired by or on behalf of the DepositorServicing Agreement, the Servicer Administration Agreement and any subservicing, agency, intercreditor, administration or collection agreements executed in connection therewith, to the Issuing Entityextent related to the foregoing Recovery Property and the Recovery Bonds; (e) the Collection Account, all rightsubaccounts thereof and all amounts of cash, title and interest in all funds instruments, investment property or other assets on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as therein or credited thereto from time to time in effect) and all Financial Assets and securities entitlements carried therein or credited to, the Trust Accounts, including the Reserve Account, from time to time, including the Reserve Account Initial Deposit, and in all investments and proceeds thereof (including all income thereon)thereto; (f) all rights to compel the Receivables Purchase Agreement, including Servicer to file for and obtain adjustments to the RPA Assignment, and Fixed Recovery Charges in accordance with Section 850.1(g) of the Sale and Servicing Agreement, including the SSA Assignment (including the Issuing Entity’s right to cause World OmniWildfire Financing Law, the Servicer Financing Order or the Depositor to repurchase Receivables from the Issuing Entity under certain circumstances described therein)any Tariff filed in connection therewith; (g) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the UCC) constituting or relating to the foregoing; and (h) all proceeds of any and all of the foregoing and all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing foregoing, whether such claims, demands, causes and choses in action constitute Recovery Property, accounts, general intangibles, instruments, contract rights, chattel paper or proceeds of such items or any other form of property; (h) all accounts, chattel paper, deposit accounts, documents, general intangibles, goods, instruments, investment property, letters of credit, letters-of-credit rights, money, commercial tort claims and supporting obligations related to the foregoing; (i) all payments on or under under, and all proceeds of every kind and nature whatsoever in respect of of, any or all of the foregoing; it being understood that the following do not constitute Recovery Bond Collateral: amounts deposited with the Issuer on the Closing Date for payment of costs of issuance with respect to the Recovery Bonds (together with any interest earnings thereon), including all proceeds it being understood that such amounts described in this clause shall not be subject to Section 3.17 of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments, general intangibles and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing; provided, however, that the foregoing items (a) through (i) shall not include the Notes and Trust Certificates (collectively, the “Collateral”)Indenture. The foregoing Grant is made in trust to secure the payment of principal of and premium, if any, interest on, and any other amounts owing in respect of, the NotesRecovery Bonds and all fees, expenses, counsel fees and other amounts due and payable to the Indenture Trustee equally and ratably without prejudice, priority or distinction, and except as expressly provided in the Indenture, to secure compliance with the provisions of this Indenturethe Indenture with respect to the Recovery Bonds, all as provided in the Indenture and to secure the performance by the Issuer of all of its obligations under the Indenture (collectively, the “Secured Obligations”). The Indenture and this IndentureSeries Supplement constitute a security agreement within the meaning of the Wildfire Financing Law and under the UCC to the extent that the provisions of the UCC are applicable hereto. The Indenture Trustee, as Indenture Trustee indenture trustee on behalf of the Holders Secured Parties of the NotesRecovery Bonds, acknowledges such Grant, Grant and accepts the trusts under this Supplement and the Indenture in accordance with the provisions of this Indenture Supplement and agrees to perform its duties required in this Indenture in accordance with the provisions of this Indenture.

GRANTING CLAUSE. The Issuing Entity Issuer hereby Grants to the Indenture Trustee at the Closing Date, as Indenture Trustee for the benefit of the Holders of Noteholders and (only to the Notesextent expressly provided herein) the Certificateholders, all of the Issuing Entity’s Issuer's right, title and interestinterest in, whether now or hereafter acquired, to and wherever located, in and to under (a) the Receivables identified on the SSA Assignment listed in Schedule A hereto, all proceeds thereof and (all of which are identified in World Omni’s computer files by a code indicating that such Receivables are owned by the Issuing Entity and pledged i) with respect to the Indenture Trustee) Simple Interest Receivables, all amounts and all monies received thereon and in respect thereof after the Cutoff DateDate and (ii) with respect to the Precomputed Receivables, all amounts and monies due thereon on and after the Cutoff Date (including in the case of each Seller proceeds of the repurchase by such Seller of the related Receivables pursuant to Section 3.2 or 10.2(n) of the Sale and Servicing Agreement or the purchase of Receivables by the Servicer pursuant to Section 4.6 or 9.1 of the Sale and Servicing Agreement); (b) the security interests in, and the liens on, in the Financed Vehicles Boats granted by the Obligors in connection with pursuant to the Receivables and in any other interest of the Issuing Entity in such repossessed Financed VehiclesBoats; (c) Net Liquidation Proceeds and in any proceeds with respect to the Receivables from claims on of any extended warranties, theft and physical damage, credit life or credit disability insurance policies covering relating to the Financed Vehicles Boats or the Obligors; (d) any Financed Vehicle that shall have secured a Receivable and that shall have been acquired by or on behalf of proceeds from Dealer repurchase obligations relating to the Depositor, the Servicer or the Issuing EntityReceivables; (e) all right, title and interest in all funds on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as from time to time in effect) credited to, the Trust Accounts, Accounts (including the Reserve Account, from time to time, including without limitation the Reserve Account Initial Depositand the Paid-Ahead Account), and in all investments and proceeds thereof (including other than all investment income thereonon funds on deposit in the Trust Accounts); (f) the Receivables Purchase Agreement, including the RPA Assignment, and the Sale and Servicing Agreement, including the SSA Assignment (including the Issuing Entity’s right to cause World Omni, the Servicer or the Depositor to repurchase Receivables from the Issuing Entity under certain circumstances described therein); and (g) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the UCC) constituting or relating to the foregoing; and (h) all proceeds of any and all of the foregoing and all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereofconversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments, general intangibles and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing; provided, however, that the foregoing items (a) through (i) shall not include the Notes and Trust Certificates (collectively, the “Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as Indenture Trustee on behalf of the Holders of the Notes, acknowledges such Grant, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture in accordance with the provisions of this Indenture.cash

GRANTING CLAUSE. The Issuing Entity With respect to the Series 2022-A Storm Recovery Bonds, the Issuer hereby Grants to the Indenture Trustee at the Closing DateTrustee, as Indenture Trustee for the benefit of the Holders Secured Parties of the NotesSeries 2022-A Storm Recovery Bonds, all of the Issuing EntityIssuer’s right, title and interest, interest (whether now owned or hereafter acquired, and wherever located, acquired or arising) in and to (a) the Receivables identified Storm Recovery Property created under and pursuant to the Financing Order U-35807-B issued April 1, 2022 (Docket No. U-35807) and the Securitization Act, and transferred by the Seller to the Issuer on the SSA Assignment (all of which are identified in World Omni’s computer files by a code indicating that such Receivables are owned by the Issuing Entity and pledged date hereof pursuant to the Indenture Trustee) Sale Agreement (including, to the fullest extent permitted by applicable law, the right to impose, xxxx, charge, collect and receive the Storm Recovery Charges, the right to obtain periodic adjustments to the Storm Recovery Charges, and all monies received thereon revenues, collections, claims, rights to payments, payments, money and in respect thereof after proceeds arising out of the Cutoff Date; rights and interests created under the Financing Order), (b) all Storm Recovery Charges related to the security interests inStorm Recovery Property, and the liens on, the Financed Vehicles granted by Obligors in connection with the Receivables and any other interest of the Issuing Entity in such Financed Vehicles; (c) any proceeds the Sale Agreement and the Xxxx of Sale executed in connection therewith and all property and interests in property transferred under the Sale Agreement and the Xxxx of Sale with respect to the Receivables from claims on any physical damageStorm Recovery Property and the Series 2022-A Storm Recovery Bonds, credit life or disability insurance policies covering Financed Vehicles or Obligors; (d) any Financed Vehicle that shall have secured a Receivable and that shall have been acquired by or on behalf of the DepositorServicing Agreement, the Servicer Administration Agreement and any subservicing, agency, administration or collection agreements executed in connection therewith, to the Issuing Entity; extent related to the Storm Recovery Property and the Series 2022-A Storm Recovery Bonds, (e) the Collection Account for the Series 2022-A Storm Recovery Bonds, all rightSubaccounts thereof and all amounts of cash, title and interest in all funds instruments, investment property or other assets on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as therein or credited thereto from time to time in effect) and all financial assets and securities entitlements carried therein or credited tothereto, the Trust Accounts, including the Reserve Account, from time to time, including the Reserve Account Initial Deposit, and in all investments and proceeds thereof (including all income thereon); (f) all rights to compel the Receivables Purchase Agreement, including Servicer to file for and obtain periodic adjustments to the RPA Assignment, Storm Recovery Charges in accordance with the Securitization Act and the Sale and Servicing AgreementFinancing Order, including the SSA Assignment (including the Issuing Entity’s right to cause World Omni, the Servicer or the Depositor to repurchase Receivables from the Issuing Entity under certain circumstances described therein); (g) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the UCC) constituting or relating to the foregoing; and (h) all proceeds of any and all of the foregoing and all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing foregoing, whether such claims, demands, causes and choses in action constitute Storm Recovery Property, accounts, general intangibles, instruments, contract rights, chattel paper or proceeds of such items or any other form of property, (h) all accounts, chattel paper, deposit accounts, documents, general intangibles, goods, instruments, investment property, letters of credit, letters-of-credit rights, money, commercial tort claims and supporting obligations related to the foregoing, and (i) all payments on or under under, and all proceeds of every kind and nature whatsoever in respect of of, any or all of the foregoingforegoing (the “Trust Estate”), it being understood that the following do not constitute the Trust Estate: (x) cash that has been released pursuant to the terms of the Indenture, including all proceeds Section 8.02(e)(x) of the conversion thereofIndenture and, voluntary or involuntaryfollowing retirement of all Outstanding Series 2022-A Storm Recovery Bonds, into cash or other liquid propertypursuant to Section 8.02(e)(xii) of the Indenture, all cash proceeds(y) amounts deposited with the Issuer on the Closing Date, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to for payment of costs of issuance with respect to the Series 2022-A Storm Recovery Bonds (together with any and every kind and other forms of obligations and receivables, instruments, general intangibles and other property which at any time constitute all interest earnings thereon) or part of or are included in (z) proceeds from the proceeds of any sale of the foregoing; providedSeries 2022-A Storm Recovery Bonds required to pay the purchase price for the Storm Recovery Property and paid pursuant to the Sale Agreement and upfront Financing Costs, however, it being understood that the foregoing items such amounts described in clause (ax) through and clause (iy) above shall not include the Notes and Trust Certificates (collectively, the “Collateral”). The foregoing Grant is made in trust be subject to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as Indenture Trustee on behalf of the Holders of the Notes, acknowledges such Grant, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture in accordance with the provisions of this Indenture.Section 3.17

GRANTING CLAUSE. The Issuing Entity Broadcast hereby Grants grants to the Indenture Trustee at the Closing DateACC a first priority security interest (“Security Interest”) in, as Indenture Trustee for the benefit of the Holders of the Notesand agrees that ACC has and shall continue to have a Security Interest in, all of the Issuing EntityBroadcast’s right, title and interest, whether now or hereafter acquired, and wherever located, in and to (a) the Receivables identified on the SSA Assignment (all of which are identified in World Omni’s computer files by a code indicating that such Receivables are owned by the Issuing Entity and pledged to the Indenture Trustee) and all monies received thereon and in respect thereof after the Cutoff Date; (b) the security interests in, and the liens on, the Financed Vehicles granted by Obligors in connection with the Receivables and any other interest of the Issuing Entity in such Financed Vehicles; (c) any proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors; (d) any Financed Vehicle that shall have secured a Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer or the Issuing Entity; (e) all right, title and interest in the following collateral (collectively the “ Collateral”), whether now owned or held or hereafter acquired and wherever located, together with: (a) any and all funds on deposit insubstitutions, replacements, additions, attachments, accessions and “financial assets” (as such term is defined in the Uniform Commercial Code as from time to time in effect) credited proceeds to, for, arising out of and of the Trust Accountssame; (b) all accounts, including contract rights, general intangibles, payment intangibles, instruments, monies, payments and all other rights arising out of a sale, lease or other disposition of the Reserve Account, from time to time, including the Reserve Account Initial Deposit, and in same; (c) all investments and proceeds thereof (including all income thereon)insurance proceeds) from the sale or other disposition of the same; (f) the Receivables Purchase Agreement, including the RPA Assignment, and the Sale and Servicing Agreement, including the SSA Assignment (including the Issuing Entity’s right to cause World Omni, the Servicer or the Depositor to repurchase Receivables from the Issuing Entity under certain circumstances described therein); (gd) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the UCC) constituting or records relating to the foregoingsame, whether in the form of a writing, electronic media or otherwise; and (he) all proceeds any other property to which Broadcast becomes entitled by reason of any and all Broadcast’s ownership of the foregoing same (in the following paragraph the term secured party shall refer to ACC and all present its assignees): Security Agreement and future claimsAssignment ACC Capital--Broadcast International All rights of Broadcast International, demandsInc. ("Broadcast") under or arising out of a Statement of Work (the "SOW") that: (i) is dated 31 July 2009, causes (ii) is signed by Broadcast and Bank of action America, N.A. ("BANA"), (iii) is issued under General Services Agreement (#CW88358) dated 22 October 2008 between BANA and choses in action in respect of any or all of Broadcast and (iv)covers telecommunications equipment (the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of "Equipment"), whether the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, same are characterized as accounts, accounts receivablegeneral intangibles, notespayment intangibles, draftscontract rights, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments, general intangibles chattel paper or otherwise, and other property which at including, but not limited to: (a) Broadcast’s rights to receive monthly payments from BANA under the SOW, any time constitute all or part of or are included in "Termination Fee" payable under the SOW (as proceeds of any from Broadcast's sale of the foregoingEquipment to BANA pursuant to the SOW) and all other payments that are now or hereafter due from BANA to Broadcast under the SOW; and (b) all amendments, replacements, modifications, supplements and/or substitutes to or of the SOW, whether or not authorized by secured party or its assignee ; provided, however, that the foregoing items (a) through (i) provisions shall not include the Notes and Trust Certificates (collectively, the “Collateral”). The foregoing Grant is made be construed in trust any way to secure the payment of principal of and interest on, and constitute authorization by secured party or its assignee to Broadcast to make any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as Indenture Trustee on behalf of the Holders of the Notes, acknowledges such Grant, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture in accordance with the provisions of this Indenturemodifications.

GRANTING CLAUSE. The Issuing Entity hereby Grants In order to secure the Indenture Trustee at the Closing Date, as Indenture Trustee for the benefit payment of the Holders principal of and interest on and any other amount due under the Notes, all according to their tenor and effect, and further to secure the due performance of the Issuing Entity’s covenants, agreements and provisions contained in this Mortgage and the Loan Agreement and to declare the terms and conditions upon which the Notes are to be secured, the Mortgagor, in consideration of the premises, has executed and delivered this Mortgage, and has granted, bargained, sold, conveyed, warranted, assigned, transferred, mortgaged, pledged and set over, and by these presents does hereby grant, bargain, sell, convey, warrant, assign, transfer, mortgage, pledge and set over unto the Mortgagee, and the Mortgagor does hereby grant to the Mortgagee, for the purposes herein expressed, a security interest in the following properties, assets and rights of the Mortgagor, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof (hereinafter sometimes called the "Mortgaged Property"): All right, title and interestinterest of the Mortgagor in and to the electric generating plants and facilities and electric transmission and distribution lines and facilities now owned by the Mortgagor and located in the counties listed in Appendix B hereto, whether now or hereafter acquiredconstructed or acquired by the Mortgagor, and wherever located, and in and to (a) the Receivables identified on the SSA Assignment (all extensions and improvements thereof and additions thereto, including any and all other property of which are identified in World Omni’s computer files by a code indicating that such Receivables are owned every kind, nature and description, used, useful or acquired for use by the Issuing Entity and pledged to the Indenture Trustee) and all monies received thereon and Mortgagor in respect thereof after the Cutoff Date; (b) the security interests inconnection therewith, and the liens onincluding, without limitation, the Financed Vehicles granted by Obligors property described in connection with the Receivables property schedule listed on or attached to Appendix B hereto; All right, title and any other interest of the Issuing Entity Mortgagor in, to and under any and all grants, privileges, rights of way and easements now owned, held, leased, enjoyed or exercised, or which may hereafter be owned, held, leased, acquired, enjoyed or exercised, by the Mortgagor for the purposes of, or in such Financed Vehicles; (c) any proceeds with respect to connection with, the Receivables from claims on any physical damage, credit life construction or disability insurance policies covering Financed Vehicles or Obligors; (d) any Financed Vehicle that shall have secured a Receivable and that shall have been acquired operation by or on behalf of the DepositorMortgagor of electric transmission or distribution lines or systems, the Servicer whether underground or the Issuing Entityoverhead or otherwise, or of any electric generating plant, wherever located; (e) all All right, title and interest in all funds on deposit of the Mortgagor in, to and “financial assets” under any and all licenses, franchises, ordinances, privileges and permits heretofore granted, issued or executed, or which may hereafter be granted, issued or executed, to it or to its assignors by the United States of America, or by any state, or by any county, township, municipality, village or other political subdivision thereof, or by any agency, board, commission or department of any of the foregoing, authorizing the construction, acquisition or operation of electric transmission or distribution lines or systems, or any electric generating plant or plants, insofar as the same may by law be assigned, granted, bargained, sold, conveyed, transferred, mortgaged or pledged; All right, title and interest of the Mortgagor in, to and under all personal property and fixtures of every kind and nature including without limitation all goods (as such term is defined in including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper, deposit accounts, letter-of-credit rights, investment property (including certificated and uncertificated securities, security entitlements and securities accounts), software, general intangibles, supporting obligations, any other contract rights or rights to the Uniform Commercial Code as from time to time in effect) credited topayment of money, the Trust Accounts, including the Reserve Account, from time to time, including the Reserve Account Initial Deposit, and in all investments insurance claims and proceeds thereof (including all income thereon); (f) the Receivables Purchase Agreement, including the RPA Assignment, and the Sale and Servicing Agreement, including the SSA Assignment (including the Issuing Entity’s right to cause World Omni, the Servicer or the Depositor to repurchase Receivables from the Issuing Entity under certain circumstances described therein); (g) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the UCC) constituting or relating to the foregoing; and (h) all proceeds of any and all of the foregoing and all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments, general intangibles and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoingapplicable Uniform Commercial Code; provided, however, that the foregoing items term “instrument” shall be such term as defined in Article 9 of the applicable Uniform Commercial Code rather than Article 3); All right, title and interest of the Mortgagor in, to and under any and all agreements, leases or contracts heretofore or hereafter executed by and between the Mortgagor and any person, firm or corporation relating to the Mortgaged Property (a) through (i) including contracts for the lease, occupancy or sale of the Mortgaged Property, or any portion thereof); All right, title and interest of the Mortgagor in, to and under any and all books, records and correspondence relating to the Mortgaged Property, including, but not limited to: all records, ledgers, leases and computer and automatic machinery software and programs, including without limitation, programs, databases, disc or tape files and automatic machinery print outs, runs and other computer prepared information indicating, summarizing evidencing or otherwise necessary or helpful in the collection of or realization on the Mortgaged Property; Also, all right, title and interest of the Mortgagor in and to all other property, real or personal, tangible or intangible, of every kind, nature and description, and wheresoever situated, now owned or hereafter acquired by the Mortgagor, it being the intention hereof that all such property now owned but not specifically described herein or acquired or held by the Mortgagor after the date hereof shall be as fully embraced within and subjected to the lien hereof as if the same were now owned by the Mortgagor and were specifically described herein to the extent only, however, that the subjection of such property to the lien hereof shall not include be contrary to law; Together with all rents, income, revenues, profits, cash, proceeds and benefits at any time derived, received or had from any and all of the Notes above-described property or business operations of the Mortgagor, to the fullest extent permitted by law. Provided, however, that no automobiles, trucks, trailers, tractors or other vehicles (including, without limitation, aircraft or ships, if any) which are titled and/or registered in any state of the United States and Trust Certificates (collectivelyowned or used by the Mortgagor shall be included in the Mortgaged Property. TO HAVE AND TO HOLD all and singular the Mortgaged Property unto the Mortgagee and its assigns forever, the “Collateral”). The foregoing Grant is made in trust to secure equally and ratably the payment of the principal of and interest on, on and any other amounts owing in respect of, amount due under the Notes, equally according to their tenor and ratably effect, without prejudicepreference, priority or distinctiondistinction as to interest or principal (except as otherwise specifically provided herein) or as to lien or otherwise of any Note over any other Note by reason of the priority in time of the execution, delivery or maturity thereof or of the assignment or negotiation thereof, or otherwise, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as Indenture Trustee on behalf due performance of the Holders of covenants, agreements and provisions herein and in the NotesLoan Agreement contained, acknowledges such Grantand for the uses and purposes and upon the terms, accepts the trusts under this Indenture in accordance with the provisions of this Indenture conditions, provisos and agrees to perform its duties required in this Indenture in accordance with the provisions of this Indentureagreements hereinafter expressed and declared.

GRANTING CLAUSE. The Issuing Entity Issuer hereby Grants to the Indenture Trustee at the Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, Issuer Secured Parties all of the Issuing Entity’s right, title and interest, whether now or hereafter acquired, and wherever located, in and to (a) the Receivables identified on the SSA Assignment (all of which are identified in World Omni’s computer files by a code indicating that such Receivables are owned by the Issuing Entity and pledged to the Indenture Trustee) and all monies received thereon and in respect thereof after the Cutoff Date; (b) the security interests in, and the liens on, the Financed Vehicles granted by Obligors in connection with the Receivables and any other interest of the Issuing Entity in such Financed Vehicles; (c) any proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors; (d) any Financed Vehicle that shall have secured a Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer or the Issuing Entity; (e) all Issuer's right, title and interest in all funds and to: (i)(A) a pool ("Pool I") of certain adjustable rate home equity revolving credit line loans (the "HELOC Mortgage Loans") (including any Additional Balances related thereto) and certain second lien closed-end loans (the "Closed End Mortgage Loans") in each case which substantially conform to the loan origination standards with respect to loan balances as of the date of origination set forth by the Federal National Mortgage Association (the "Initial Pool I Mortgage Loans") and (B) a pool ("Pool II") of certain HELOC Mortgage Loans (including any Additional Balances related thereto) which may not so conform (the "Initial Pool II Mortgage Loans" and together with the Pool I Mortgage Loans, the "Initial Mortgage Loans"), in each case as set forth in Exhibit A to the Sale and Servicing Agreement; (ii) the collections in respect of the Mortgage Loans after the Cut-Off Date; (iii) property that secured a Mortgage Loan that has been acquired by foreclosure or deed in lieu of foreclosure; (iv) rights of the Sponsor under hazard insurance policies covering the Mortgaged Properties; (v) the Policy; (vi) amounts on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as from time to time in effectthe Collection Account; (vii) credited to, any amounts on deposit in the Trust Accounts, including Pre-Funding Account; (viii) any amounts on deposit in the Reserve AccountFund; (ix) any and all Subsequent Mortgage Loans (the Subsequent Mortgage Loans, from time together with the Initial Mortgage Loans are collectively referred to time, as the "Mortgage Loans") (including any Additional Balances related thereto); (x) all rights under the Reserve Account Initial Deposit, and in all investments and proceeds thereof Purchase Agreement assigned to the Issuer (including all income thereon); (frepresentations and warranties of the Seller contained therein) and all rights of the Receivables Purchase Agreement, including the RPA Assignment, and Issuer under the Sale and Servicing Agreement, including the SSA Assignment (including the Issuing Entity’s right to cause World Omni, the Servicer or the Depositor to repurchase Receivables from the Issuing Entity under certain circumstances described therein); (g) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the UCC) constituting or relating to the foregoing; and (hxi) all proceeds of any and all of the foregoing and all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments, general intangibles and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing; provided, however, that the foregoing (the items set forth in (ai) through (ixi) shall not include the Notes and Trust Certificates (collectivelyabove, the “"Collateral”"). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as Indenture Trustee on behalf for the benefit first, of the Holders of the Notes, and second, for the benefit of the Insurer. The Indenture Trustee hereby 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 in accordance with to the provisions best of this Indentureits ability to the end that the interests of such parties, recognizing the priorities of their respective interests may be adequately and effectively protected.

GRANTING CLAUSE. The Issuing Entity Issuer hereby Grants to the Indenture Trustee at the Closing DateTrustee, as Indenture Trustee for the exclusive benefit of the Holders of the NotesBonds, all of the Issuing EntityIssuer’s right, title and interest, whether now or hereafter acquired, and wherever located, interest in and to (a) the Receivables Initial Mortgage Loans identified in Schedule A to this Indenture, including the related Mortgage Documents, which the Issuer has caused to be delivered to the Trustee herewith, and all interest and principal received or receivable by the Issuer on or with respect to the such Mortgage Loans after the Cut-Off Date and all interest and principal payments on the SSA Assignment (all of which are identified in World Omni’s computer files by a code indicating that such Receivables are owned by the Issuing Entity and pledged Mortgage Loans received prior to the Indenture Trustee) Cut-Off Date in respect of installments of interest and principal due thereafter, but not including payments of interest and principal due and payable on such Mortgage Loans on or before the Cut-Off Date, and all monies other proceeds received thereon and in respect thereof after the Cutoff Date; of such Mortgage Loans, (b) the security interests inIssuer’s rights under the Purchase Agreements and the Servicing Agreements, as modified by the Acknowledgements, and the liens onMortgage Loan Purchase and Sale Agreement, the Financed Vehicles granted by Obligors in connection with the Receivables and any other interest of the Issuing Entity in such Financed Vehicles; (c) any proceeds with respect to the Receivables from claims on any physical damageInsurance Policies, credit life or disability insurance policies covering Financed Vehicles or Obligors; (d) all cash, instruments or other property held or required to be deposited in the Custodial Accounts and the Pledged Accounts (exclusive of any Financed Vehicle that shall have secured a Receivable and that shall have been acquired by or earnings on behalf of investments made with funds deposited in the DepositorDistribution Account), the Servicer or the Issuing Entity; (e) all rightproperty that secured a Mortgage Loan that has become an REO Property, title and interest in all funds on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as from time to time in effectf) credited to, the Trust Accountsany Subsequent Mortgage Loans, including the Reserve Accountrelated Mortgage Documents, from time which the Issuer may cause to time, including be delivered to the Reserve Account Initial DepositTrustee, and all interest and principal received or receivable and principal payments on such Subsequent Mortgage Loans after the Subsequent Cut-Off Date in all investments respect of installments of interest and proceeds thereof (principal due thereafter, but not including all income thereon); (f) payments of interest and principal due and payable on the Receivables Purchase Agreement, including Subsequent Mortgage Loans on or before the RPA AssignmentSubsequent Cut-Off Date, and the Sale and Servicing Agreementall other proceeds received in respect of such Subsequent Mortgage Loans, including the SSA Assignment (including the Issuing Entity’s right to cause World Omni, the Servicer or the Depositor to repurchase Receivables from the Issuing Entity under certain circumstances described therein); (g) all “accounts,” “chattel paper,” “general intangibles” the pledge, control and “promissory notes” (as such terms are defined in guaranty agreements and the UCC) constituting or Limited Purpose Surety Bonds relating to the foregoing; Additional Collateral Mortgage Loans, and (h) all proceeds of any and all of the foregoing and all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereofconversion, voluntary or involuntary, of any of the foregoing into cash or other liquid propertyassets, including, without limitation, all cash proceedsInsurance Proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, Liquidation Proceeds and condemnation awards. In addition, rights to payment of any and every kind and other forms of obligations and receivables, instruments, general intangibles and other property which at any time constitute all or part of or are included in the proceeds of any Holders of the foregoing; providedClass [X-1] and Class [X-2] Bonds hereby Grant to the Trustee, howeverfor the exclusive benefit of the Holders of the LIBOR Bonds, that all of such Holders’ right, title and interest in and to the foregoing items (a) through related Basis Risk Reserve Fund to the extent provided herein. Such Grants are made in trust, to secure the (i) shall not include the Notes and Trust Certificates (collectively, the “Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest onall sums payable under this Indenture with respect to the Bonds, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, and to secure (ii) compliance with the provisions of this Indenture, all as provided in this Indenture. All terms used in the foregoing granting clauses that are defined in Section 1.01 are used with the meanings given in said Section. The Indenture Trustee, as Indenture Trustee on behalf of the Holders of the Notes, acknowledges such GrantGxxxx, accepts the trusts under this Indenture hereunder in accordance with the provisions of this Indenture and agrees to perform the duties herein required to the best of its duties required in this Indenture in accordance with ability to the provisions end that the interests of this Indenturethe Holders of the Bonds may be adequately and effectively protected.

GRANTING CLAUSE. The Issuing Entity Issuer hereby Grants to the Indenture Trustee at the Closing DateTrustee, as Indenture Trustee for the benefit of the Holders of the NotesNotes and the Enhancement Providers, all of the Issuing EntityIssuer’s right, title and interest, whether now owned or hereafter acquired, in, to and wherever located, in and to under (a) the Receivables identified on the SSA Assignment (all of which are identified in World Omni’s computer files by a code indicating that such Receivables are owned by the Issuing Entity and pledged to the Indenture Trustee) and all monies received thereon and in respect thereof after the Cutoff Date; Collateral Certificate, (b) the security interests inReceivables, and the liens on, the Financed Vehicles granted by Obligors in connection with the Receivables and any other interest of the Issuing Entity in such Financed Vehicles; (c) any proceeds Collections and Recoveries related to and all money, instruments, investment property and other property distributed or distributable in respect of (together with respect to all earnings, dividends, distributions, income, issues, and profits relating to) the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or ObligorsReceivables; (d) any Financed Vehicle that shall have secured a Receivable and that shall have been acquired by or on behalf of the DepositorCollection Account, the Servicer Series Accounts, the Excess Funding Account and all Permitted Investments and all money, investment property, instruments and other property on deposit from time to time in, credited to or related to the Issuing EntityCollection Account, the Series Accounts and the Excess Funding Account (including any subaccounts of any such account), and all interest, dividends, earnings, income and other distributions from time to time received, receivable or otherwise distributed or distributable thereto or in respect thereof (including any accrued discount realized on liquidation of any investment purchased at a discount); (e) all rightrights, title remedies, powers, privileges and interest in all funds on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as from time claims of Issuer under or with respect to time in effect) credited toany Enhancement, the Transfer and Servicing Agreement (whether arising pursuant to the terms of the related Enhancement Agreement or the Transfer and Servicing Agreement or otherwise available to Issuer at law or in equity) and the Trust AccountsAgreement, including the Reserve Accountrights of Issuer to enforce such Enhancement Agreement, from time to time, including the Reserve Account Initial DepositTransfer and Servicing Agreement or the Trust Agreement, and in to give or withhold any and all investments consents, requests, notices, directions, approvals, extensions or waivers under or with respect to such Enhancement Agreement, the Transfer and proceeds thereof (including Servicing Agreement or the Trust Agreement to the same extent as Issuer could but for the assignment and security interest granted to Indenture Trustee for the benefit of the Noteholders and all income thereon)property transferred to the Issuer under each such agreement; (f) the Receivables Purchase Agreementall derivative contracts between Issuer and a counterparty, including the RPA Assignmentas described in any Indenture Supplement and all proceeds thereof, and the Sale and Servicing Agreement, including the SSA Assignment (including the Issuing Entity’s right to cause World Omni, the Servicer or the Depositor to repurchase Receivables from the Issuing Entity under certain circumstances described therein); (g) all “accounts,” “chattel paper,” “general intangibles” Enhancements and “promissory notes” (as such terms are defined in the UCC) constituting or relating to the foregoingall proceeds thereof; and (h) all proceeds accounts, chattel paper, deposit accounts, documents, general intangibles, goods, instruments, investment property, letter-of-credit rights, letters of any credit, money, and all of the foregoing oil, gas and other minerals; (i) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and (j) all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments, general intangibles and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing; provided, however, that the foregoing items (a) through (i) shall not include the Notes and Trust Certificates (collectively, the “Collateral”). The foregoing Grant is made in trust to Collateral shall secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as Indenture Trustee on behalf performance of the Holders of the Notes, acknowledges such Grant, accepts the trusts under this Indenture obligations set forth in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture in accordance with the provisions of this IndentureSection 8.2.

GRANTING CLAUSE. The Issuing Entity Issuer hereby Grants to the Indenture Trustee at the Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, Issuer Secured Parties all of the Issuing Entity’s right, title and interest, whether now or hereafter acquired, and wherever located, in and to (a) the Receivables identified on the SSA Assignment (all of which are identified in World Omni’s computer files by a code indicating that such Receivables are owned by the Issuing Entity and pledged to the Indenture Trustee) and all monies received thereon and in respect thereof after the Cutoff Date; (b) the security interests in, and the liens on, the Financed Vehicles granted by Obligors in connection with the Receivables and any other interest of the Issuing Entity in such Financed Vehicles; (c) any proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors; (d) any Financed Vehicle that shall have secured a Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer or the Issuing Entity; (e) all Issuer's right, title and interest in all funds and to: (i)(A) a pool ("Pool I") of certain adjustable rate home equity revolving credit line loans (the "HELOC Mortgage Loans") (including any Additional Balances related thereto) and certain second lien closed-end loans (the "Closed End Mortgage Loans") in each case which substantially conform to the loan origination standards with respect to loan balances and other items, as of the date of origination set forth by Xxxxxxx Mac (the "Pool I Mortgage Loans") and (B) a pool ("Pool II") of certain HELOC Mortgage Loans (including any Additional Balances related thereto) and certain Closed End Mortgage Loans (the "Pool II Mortgage Loans" and together with the Pool I Mortgage Loans, the "Mortgage Loans"), in each case as set forth in Exhibit A to the Sale and Servicing Agreement; (ii) the collections in respect of the Mortgage Loans after the Cut-Off Date; (iii) property that secured a Mortgage Loan that has been acquired by foreclosure or deed in lieu of foreclosure; (iv) rights of the Sponsor under hazard insurance policies covering the Mortgaged Properties; (v) the Policy; (vi) the Demand Note; (vii) amounts on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as from time to time in effectthe Collection Account; (viii) credited to, the Trust Accounts, including any amounts on deposit in the Reserve Account, from time Fund; (ix) all rights under the Purchase Agreement assigned to time, including the Reserve Account Initial Deposit, and in all investments and proceeds thereof Issuer (including all income thereon); (frepresentations and warranties of the Seller contained therein) and all rights of the Receivables Purchase Agreement, including the RPA Assignment, and Issuer under the Sale and Servicing Agreement, including the SSA Assignment (including the Issuing Entity’s right to cause World Omni, the Servicer or the Depositor to repurchase Receivables from the Issuing Entity under certain circumstances described therein); (g) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the UCC) constituting or relating to the foregoing; and (hx) all proceeds of any and all of the foregoing and all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments, general intangibles and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing; provided, however, that the foregoing (the items set forth in (ai) through (iix) shall not include the Notes and Trust Certificates (collectivelyabove, the “"Collateral”"). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as Indenture Trustee on behalf for the benefit first, of the Holders of the NotesSecurities, and second, for the benefit of the Insurer and Xxxxxxx Mac. The Trustee hereby acknowledges such Grant, accepts the trusts under this Indenture Pooling Agreement in accordance with the provisions of this Indenture Pooling Agreement and agrees to perform its duties required in this Indenture in accordance with Pooling Agreement to the provisions best of this Indentureits ability to the end that the interests of such parties, recognizing the priorities of their respective interests may be adequately and effectively protected.

GRANTING CLAUSE. The Issuing Entity Issuer hereby Grants to the Indenture Trustee at Trustee, for the benefit and security of the Holders of the Secured Notes, the Trustee, the Custodian, the Collateral Manager and the Collateral Administrator (collectively, the “Secured Parties”), all of its right, title and interest in, to and under, in each case, whether now owned or existing, or hereafter acquired or arising any and all accounts, chattel paper, deposit accounts, financial assets, general intangibles, instruments, investment property, letter-of-credit rights, documents, goods and supporting obligations and other assets in which the Issuer has an interest and specifically including: (a) the Collateral Obligations (listed, as of the Closing Date, in Schedule 1 to this Indenture) which the Issuer causes to be delivered to the Trustee (directly or through an intermediary or bailee) herewith and all payments thereon or with respect thereto, and all Collateral Obligations which are delivered to the Trustee in the future pursuant to the terms hereof and all payments thereon or with respect thereto, (b) each of the Accounts, and in each case any Eligible Investments purchased with funds on deposit in any of the Accounts, and all income from the investment of funds therein, (c) the Collateral Management Agreement as Indenture set forth in Article XV hereof, the Securities Account Control Agreement, any Loan Sale Agreement (including any Lien granted by a Seller to the Issuer thereunder) and the Collateral Administration Agreement (d) Risk Retention Letter (e) all Cash or Money delivered to the Trustee (or its bailee) from any source for the benefit of the Holders of Secured Parties or the NotesIssuer, all of the Issuing Entity’s right, title and interest, whether now or hereafter acquired, and wherever located, in and to (af) the Receivables identified on the SSA Assignment (all of which are identified in World Omni’s computer files by a code indicating that such Receivables are owned any Equity Securities received by the Issuing Entity and pledged to Issuer; it being understood that Equity Securities may not be purchased by the Indenture Trustee) and all monies received thereon and in respect thereof after Issuer but it is possible that the Cutoff Date; (b) the security interests in, and the liens on, the Financed Vehicles granted by Obligors Issuer may receive an Equity Security in connection with the Receivables and any other interest of the Issuing Entity in such Financed Vehicles; (c) any proceeds with respect to the Receivables from claims on any physical damagean insolvency, credit life bankruptcy, reorganization, debt restructuring or disability insurance policies covering Financed Vehicles or Obligors; (d) any Financed Vehicle that shall have secured a Receivable and that shall have been acquired by or on behalf of the Depositorworkout, the Servicer or the Issuing Entity; (e) all right, title and interest in all funds on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as from time to time in effect) credited to, the Trust Accounts, including the Reserve Account, from time to time, including the Reserve Account Initial Deposit, and in all investments and proceeds thereof (including all income thereon); (f) the Receivables Purchase Agreement, including the RPA Assignment, and the Sale and Servicing Agreement, including the SSA Assignment (including the Issuing Entity’s right to cause World Omni, the Servicer or the Depositor to repurchase Receivables from the Issuing Entity under certain circumstances described therein); (g) all “accounts,” “, chattel paper,” “, deposit accounts, financial assets, general intangibles” , payment intangibles, instruments, investment property, letter-of-credit rights, securities, money, documents, goods, commercial tort claims and “promissory notes” securities entitlements, and other supporting obligations (as such terms are defined in the UCC), (h) any other property otherwise delivered to the Trustee by or on behalf of the Issuer (whether or not constituting Collateral Obligations, Equity Securities or relating Eligible Investments); and (i) all proceeds (as defined in the UCC) with respect to the foregoing; and (h) all proceeds of any and all of the foregoing and all present and future claims, demands, causes of action and choses assets referred to in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments, general intangibles and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing; provided, however, that the foregoing items (a) through (i) shall not include the Notes and Trust Certificates (collectively), are collectively referred to as the “CollateralAssets”). The foregoing above Grant is made in trust to secure the payment of principal of and interest onSecured Notes, the Issuer’s other obligations to the Secured Parties under this Indenture, the other Transaction Documents, and any certain other amounts owing payable by the Issuer as described herein. Except as set forth in respect ofthe Priority of Payments and Article XI of this Indenture, the Notes, Secured Notes are secured by the Grant equally and ratably without prejudice, priority or distinctiondistinction between any Secured Note and any other Secured Note by reason of difference in time of issuance or otherwise. The Grant is made to secure, in accordance with the priorities set forth in the Priority of Payments and to secure Article XI of this Indenture, (i) the payment of all amounts due on the Secured Notes in accordance with their terms, (ii) the payment of all other sums (other than in respect of the Subordinated Notes) payable under this Indenture, (iii) the payment of amounts owing by the Issuer under the Collateral Management Agreement, the Collateral Administration Agreement and any Loan Sale Agreement and (iv) compliance with the provisions of this Indenture, all as provided in herein (collectively, the “Secured Obligations”). The foregoing Grant shall, for the purpose of determining the property subject to the lien of this Indenture. The Indenture Trustee, as Indenture be deemed to include any securities and any investments granted to the Trustee by or on behalf of the Holders Issuer, whether or not such securities or investments satisfy the criteria set forth in the definitions of “Collateral Obligation” or “Eligible Investments”, as the Notes, case may be. The Trustee acknowledges such GrantXxxxx, accepts the trusts under this Indenture hereunder in accordance with the provisions of this Indenture hereof, and agrees to perform its the duties required in this Indenture herein in accordance with the provisions of this Indentureterms hereof.

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

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

GRANTING CLAUSE. The Issuing Entity MORTGAGED PROPERTY ----------------------------------- Mortgagor, for and in consideration of the sum of $10.00 and other good and valuable consideration, in hand paid by Mortgagee, the receipt and adequacy of which are hereby Grants acknowledged and confessed by Mortgagor, and for and in consideration of the debt and purposes hereinafter set forth, to secure the Indenture Trustee at full and complete payment and performance of the Closing DateSecured Indebtedness and to secure the performance of the covenants, as Indenture Trustee obligations, agreements and undertakings of Mortgagor hereinafter described, hereby acknowledges, confirms and agrees that Mortgagor has GRANTED, BARGAINED, WARRANTED, MORTGAGED, ASSIGNED, TRANSFERRED and CONVEYED, and by these presents does GRANT, BARGAIN, WARRANT, MORTGAGE, ASSIGN, TRANSFER and CONVEY unto the Trustee, in trust, its substitutes or successors, and its and their assigns, with power of sale, for the benefit of Mortgagee, as herein provided, for the Holders uses and purposes herein set forth, with warranties and covenants of title only to the Notesextent provided herein and in the Credit Agreements, all of the Issuing Entity’s Mortgagor's right, title and interest, whether now owned or hereafter acquired, and wherever located, in and to (a) the Receivables identified on the SSA Assignment (all of which are identified in World Omni’s computer files by a code indicating that such Receivables are owned by the Issuing Entity and pledged to the Indenture Trustee) and all monies received thereon and in respect thereof after the Cutoff Date; (b) the security interests in, and the liens on, the Financed Vehicles granted by Obligors in connection with the Receivables and any other interest of the Issuing Entity in such Financed Vehicles; (c) any proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors; (d) any Financed Vehicle that shall have secured a Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer or the Issuing Entity; (e) all right, title and interest in all funds on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as from time to time in effect) credited to, the Trust Accounts, including the Reserve Account, from time to time, including the Reserve Account Initial Deposit, and in all investments and proceeds thereof (including all income thereon); (f) the Receivables Purchase Agreement, including the RPA Assignment, and the Sale and Servicing Agreement, including the SSA Assignment (including the Issuing Entity’s right to cause World Omni, the Servicer or the Depositor to repurchase Receivables from the Issuing Entity under certain circumstances described therein); (g) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the UCC) constituting or relating to the foregoing; and (h) all proceeds of any and all of the foregoing hereinafter described properties, rights and all present interests; and, insofar as such properties, rights and future claimsinterests consist of equipment, 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 proceedsgeneral intangibles, accounts, accounts receivablecontract rights, notesinventory, drafts, acceptancesgoods, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments, general intangibles documents, money, fixtures, asextracted collateral, proceeds and products of collateral or any other property which at any time constitute all Personal Property of a kind or part of character defined in or are included in subject to the proceeds of any applicable provisions of the foregoing; providedCode, however, that the foregoing items (a) through (i) shall not include the Notes and Trust Certificates (collectively, the “Collateral”). The foregoing Grant is made in trust Mortgagor hereby grants to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as Indenture Trustee on behalf in trust, for the benefit of the Holders of the NotesMortgagee, acknowledges such Granta security interest therein, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture in accordance with the provisions of this Indenture.whether now owned or hereafter acquired, namely:

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