Common use of GRANTING CLAUSE Clause in Contracts

GRANTING CLAUSE. The Issuer hereby Grants to the Indenture Trustee at the Closing Date, as trustee for the benefit of the Holders of the Notes, all of the Issuer's right, title and interest in and to whether now existing or hereafter created by (a) the Mortgage Loans, Qualified Substitute Mortgage Loans and the proceeds thereof and all rights under the Related Documents; (b) all funds on deposit from time to time in the Collection Account allocable to the Mortgage Loans excluding any investment income from such funds; (c) all funds on deposit from time to time in the Payment Account and in all proceeds thereof; (d) all rights under (i) the Mortgage Loan Purchase Agreement as assigned to the Issuer, (ii) the Servicing Agreement, (iii) any title, hazard and primary insurance policies with respect to the Mortgaged Properties and (iv) the rights with respect to the Cap Contracts; (e) all present and future claims, demands, causes 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 and all payments on or under, 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, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing and (f) all other property of the Issuer (collectively, the "Trust Estate" or the "Collateral"). The foregoing Grant is made in trust to secure 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 trustee on behalf of the Holders of the Notes, acknowledges such Grant, accepts the trust under this Indenture in accordance with the provisions hereof and agrees to perform its duties as Indenture Trustee as required herein.

GRANTING CLAUSE. The Issuer hereby Grants to the Indenture Trustee at on the Closing Date, as trustee Indenture Trustee for the benefit of the Holders of the Notes, all of the Issuer's ’s right, title and interest in in, to and to under, whether now owned or existing or hereafter created by acquired or arising (ai) the Mortgage Loans, Qualified Substitute Mortgage Loans and the proceeds thereof and all rights under the Related DocumentsReceivables; (bii) all funds amounts received on deposit from time to time or in respect of the Receivables after the Cutoff Date; (iii) the security interests in the Collection Account allocable Financed Vehicles granted by the Obligors pursuant to the Mortgage Loans excluding Receivables and any investment income from other interest of the Issuer in such fundsFinanced Vehicles; (civ) all funds proceeds from claims on deposit from time or refunds of premiums with respect to time in any physical damage, theft, GAP, credit life or credit disability insurance policies relating to the Financed Vehicles or the Obligors; (v) the Receivable Files; (vi) the Collection Account, the Note Payment Account and the Reserve Account and all amounts, securities, financial assets, investments and other property deposited in or credited to any of the foregoing and all proceeds thereof; (dvii) all rights of the Depositor under the Receivables Purchase Agreement, including the right to require the Seller to repurchase Receivables from the Depositor; (iviii) all rights of the Mortgage Loan Purchase Agreement as assigned to Issuer under the Issuer, (ii) the Sale and Servicing Agreement, including the right to require the Servicer to purchase Receivables from the Issuer; (iiiix) the right to realize upon any title, hazard property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and primary insurance policies with respect to have been repossessed by or on behalf of the Mortgaged Properties Issuer; and (iv) the rights with respect to the Cap Contracts; (ex) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under, under and all proceeds of every kind and nature whatsoever in respect of, of any or all of the foregoing and all payments on or underforegoing, and including 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 receivablegeneral intangibles, noteschattel paper, draftsinstruments, acceptancesdocuments, checksmoney, investment property, deposit accounts, letters of credit, letter-of-credit rights, insurance proceeds, condemnation awards, rights to payment of any and every kind, kind and other forms of obligations obligations; and receivables, instruments and all other property which at any time constitute constitutes all or part of or are is included in the proceeds of any of the foregoing and (f) all other property of the Issuer (collectively, the "Trust Estate" or the "“Collateral"”). The foregoing Grant is made in trust to secure 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 trustee Indenture Trustee on behalf of the Holders of the Notes, acknowledges such GrantXxxxx, accepts the trust trusts under this Indenture in accordance with the provisions hereof of this Indenture and agrees to perform its duties as required in this Indenture Trustee as required hereinto the best of its ability to the end that the interests of the Holders of the Notes may be adequately and effectively protected.

GRANTING CLAUSE. The Issuer hereby Grants to the Indenture Trustee at on the Closing Date, as trustee on behalf of and for the benefit of the Holders of the NotesNoteholders, without recourse, all of the Issuer's ’s right, title and interest in, to and under the following assets, in and to each case, whether now owned or existing or hereafter created by (a) the Mortgage Loansacquired or arising, Qualified Substitute Mortgage Loans and the proceeds thereof and all rights under the Related Documents; (b) all funds on deposit from time to time in the Collection Account allocable to the Mortgage Loans excluding any investment income from such funds; (c) all funds on deposit from time to time in the Payment Account and in all proceeds thereof; (d) all rights under (i) the Mortgage Loan Receivables, (ii) all amounts due and collected on or in respect of the Receivables after the Cutoff Date, (iii) the security interests in the Financed Vehicles granted by the Obligors pursuant to the Receivables, (iv) all proceeds from claims on any physical damage or theft insurance policies and extended warranties covering the Financed Vehicles and any proceeds of any credit life or credit disability insurance policies relating to the Receivables, the Financed Vehicles or the Obligors, (v) the Receivable Files, (vi) the Collection Account, the Note Payment Account, the Reserve Fund and all amounts, securities, Financial Assets, investments and other property deposited in or credited to any of the foregoing and all proceeds thereof, (vii) all rights of the Depositor under the Receivables Purchase Agreement as assigned Agreement, including the right to require the Seller to repurchase certain Receivables from the Depositor, (viii) any proceeds of Dealer Recourse, (ix) all rights of the Issuer under the Sale and Servicing Agreement, including the right to require the Seller to repurchase or the Servicer to purchase certain Receivables from the Issuer, (iix) the Servicing Agreementright to realize upon any property (including the right to receive future Net Liquidation Proceeds and Recoveries) that shall have secured a Receivable and have been repossessed by or on behalf of the Issuer, (iiixi) any title, hazard all of the Issuer’s rights and primary insurance policies with respect to benefits under the Mortgaged Properties First-Tier Assignment (but none of its obligations or burdens) and (iv) the rights with respect to the Cap Contracts; (exii) 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, under and all proceeds of every kind and nature whatsoever in respect of, of any or all of the foregoing and all payments on or underforegoing, and including 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, general intangibles, chattel paper, documents, money, investment property, deposit accounts, notes, drafts, acceptances, checksletters of credit, deposit accountsletter of credit rights, Insurance Proceeds, condemnation awards, rights to payment of any and every kind, kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing and (f) all other property of the Issuer (collectively, the "Trust Estate" or the "“Collateral"”). The foregoing Grant is made in trust to secure 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 trustee on behalf of the Holders of the NotesNoteholders, acknowledges such GrantXxxxx, accepts the trust trusts under this Indenture in accordance with the provisions hereof of this Indenture and agrees to perform its duties as required in this Indenture Trustee in accordance with the terms hereof. The Issuer hereby authorizes the filing of a financing statement against the Issuer describing the Collateral as constituting all assets of the Issuer as debtor, including its present and future right, title and interest in, to and under (but not, except to the extent required hereinby law, any obligations with respect to) such assets whether now owned or existing or hereafter arising or acquired and wheresoever located.

GRANTING CLAUSE. The Issuer hereby Grants to the Indenture Trustee at on the Closing Date, as trustee on behalf of and for the benefit of the Holders of the NotesNoteholders, without recourse, all of the Issuer's its right, title and interest in, to and under the following assets, in and to each case, whether now owned or existing or hereafter created by (a) the Mortgage Loansacquired or arising, Qualified Substitute Mortgage Loans and the proceeds thereof and all rights under the Related Documents; (b) all funds on deposit from time to time in the Collection Account allocable to the Mortgage Loans excluding any investment income from such funds; (c) all funds on deposit from time to time in the Payment Account and in all proceeds thereof; (d) all rights under (i) the Mortgage Loan Receivables, (ii) all amounts due and collected on or in respect of the Receivables after the Cutoff Date, (iii) the security interests in the Financed Vehicles granted by the Obligors pursuant to the Receivables, (iv) all proceeds from claims on any physical damage or theft insurance policies and extended warranties covering the Financed Vehicles and any proceeds of any credit life or credit disability insurance policies relating to the Receivables, the Financed Vehicles or the Obligors, (v) the Receivable Files, (vi) the Collection Account, the Note Payment Account, the Reserve Fund and all amounts, securities, Financial Assets, investments and other property deposited in or credited to any of the foregoing and all proceeds thereof, (vii) all rights of the Depositor under the Receivables Purchase Agreement as assigned Agreement, including the right to require the Seller to repurchase certain Receivables from the Depositor, (viii) any proceeds of Dealer Recourse, (ix) all rights of the Issuer under the Sale and Servicing Agreement, including the right to require the Seller to repurchase or the Servicer to purchase certain Receivables from the Issuer, (iix) the Servicing Agreementright to realize upon any property (including the right to receive future Net Liquidation Proceeds and Recoveries) that shall have secured a Receivable and have been repossessed by or on behalf of the Issuer, (iiixi) any title, hazard all of the Issuer’s rights and primary insurance policies with respect to benefits under the Mortgaged Properties First-Tier Assignment (but none of its obligations or burdens) and (iv) the rights with respect to the Cap Contracts; (exii) 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, under and all proceeds of every kind and nature whatsoever in respect of, of any or all of the foregoing and all payments on or underforegoing, and including 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, general intangibles, chattel paper, documents, money, investment property, deposit accounts, notes, drafts, acceptances, checksletters of credit, deposit accountsletter of credit rights, Insurance Proceeds, condemnation awards, rights to payment of any and every kind, kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing and (f) all other property of the Issuer (collectively, the "Trust Estate" or the "“Collateral"”). The foregoing Grant is made in trust to secure 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 trustee on behalf of the Holders of the NotesNoteholders, acknowledges such GrantXxxxx, accepts the trust trusts under this Indenture in accordance with the provisions hereof of this Indenture and agrees to perform its duties as required in this Indenture Trustee in accordance with the terms hereof. The Issuer hereby authorizes the filing of a financing statement against the Issuer describing the Collateral as constituting all assets of the Issuer as debtor, including its present and future right, title and interest in, to and under (but not, except to the extent required hereinby law, any obligations with respect to) such assets whether now owned or existing or hereafter arising or acquired and wheresoever located.

GRANTING CLAUSE. The Issuer hereby Grants to the Indenture Trustee at the Closing Date, as trustee for the benefit of the Holders of the Notes, all of the Issuer's right, title and interest in and to whether now existing or hereafter created by (a) the Mortgage Loans, Qualified Substitute Mortgage Loans and the proceeds thereof and all rights under the Related Documents; thereof, (b) all funds on deposit in the Funding Account, including all income from the investment and reinvestment of funds therein, (c) all funds on deposit from time to time in the Collection Account allocable to the Mortgage Loans excluding any investment income from such funds; (cd) all funds on deposit from time to time in the Payment Account and in all proceeds thereof; (d) all rights under (ie) the Mortgage Loan Purchase Agreement as assigned to the Issuer, (ii) the Servicing Agreement, (iii) any title, hazard and primary insurance policies with respect to the Mortgaged Properties Policy and (iv) the rights with respect to the Cap Contracts; (ef) all present and future claims, demands, causes and choses chooses in action in respect of any or all of the foregoing and all payments on or under, and all proceeds of every kind and nature whatsoever in respect of, any or all of the foregoing and all payments on or under, 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, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing and (f) all other property of the Issuer (collectively, the "Trust Estate" or the "Collateral"). The foregoing Grant is made in trust to secure 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 trustee on behalf of the Holders of the Notes, acknowledges such Grant, accepts the trust under this Indenture in accordance with the provisions pxxxxxions hereof and agrees to perform its duties as Indenture Trustee as required herein.

GRANTING CLAUSE. The Issuer hereby Grants to the Indenture Trustee at the Closing Date, as trustee for the benefit of the Holders of the NotesBonds, all of the Issuer's right, title and interest in and to whether now existing or hereafter created by (a) the Mortgage Loans, Qualified Eligible Substitute Mortgage Loans and the proceeds thereof and all rights under the Related Documents; (b) all funds on deposit from time to time in the Collection Account allocable to the Mortgage Loans excluding any investment income from such funds; (c) all funds on deposit from time to time in the Payment Account and in all proceeds thereof; (d) all rights under (i) the Mortgage Loan Purchase Sale and Contribution Agreement as assigned to the Issuer, (ii) the Servicing AgreementAgreement and any Subservicing Agreements, (iii) any title, hazard and primary insurance policies with respect to the Mortgaged Properties and (iv) the rights with respect to the Derivative Contracts and the Special Certificate Cap ContractsContract as assigned to the Issuer; and (e) all present and future claims, demands, causes 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 and all payments on or under, 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, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing and (f) all other property of the Issuer (collectively, the "Trust Estate" or the "Collateral"). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the NotesBonds, equally and ratably without prejudice, priority or distinction, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as trustee on behalf of the Holders of the NotesBonds, acknowledges such Grant, accepts the trust under this Indenture in accordance with the provisions hereof and agrees to perform its duties as Indenture Trustee as required herein.

GRANTING CLAUSE. The Issuer hereby Grants to the Indenture Trustee at the Closing Date, as trustee for the benefit of the Holders of the Notes, all of the Issuer's right, title and interest in and to whether now existing or hereafter created by (a) the Mortgage Home Loans, Qualified Substitute Mortgage Loans and the proceeds thereof and all rights under the Related Documents; (b) all funds on deposit from time to time in the Collection Account allocable to the Mortgage Loans excluding any investment income from such funds; (c) all funds on deposit from time to time in the Payment Account and in all proceeds thereof; (d) all rights under (ic) the Mortgage Loan Purchase Agreement as assigned to the Issuer, (ii) the Servicing Agreement, (iii) any title, hazard and primary insurance policies with respect to the Mortgaged Properties Credit Enhancement Instrument and (iv) the rights with respect to the Cap Contracts; (ed) all present and future claims, demands, causes 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 and all payments on or under, 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, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing and (f) all other property of the Issuer (collectively, the "Trust Estate" or the "Collateral"). The foregoing Grant is made in trust to secure 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 foregoing Grant shall inure to the benefit of the Credit Enhancer in respect of draws made on the Credit Enhancement Instrument and amounts owing from time to time pursuant to the Insurance Agreement (regardless of whether such amounts relate to the Notes or the Certificates), and such Grant shall continue in full force and effect for the benefit of the Credit Enhancer until all such amounts owing to it have been repaid in full. The Indenture Trustee, as trustee on behalf of the Holders of the Notes, acknowledges such Grant, accepts the trust under this unxxx xhis Indenture in accordance with the provisions hereof and agrees to perform its duties as Indenture Trustee as required herein.

GRANTING CLAUSE. The Issuer hereby Grants to the Indenture Trustee for the series referred to in the Adoption Annex at the Closing Date, as trustee Indenture Trustee for the benefit of the Holders of the NotesClass 1-A Notes and the Credit Enhancer, all of the Issuer's right, title interest existing now or in the future in: o the Loan Group 1 Mortgage Loans including their Asset Balances (including all Additional Balances) and interest in the related Mortgage Files and to whether now existing or hereafter created by (a) all property that secures the Mortgage Loans, Qualified Substitute Loan Group 1 Mortgage Loans and all property that is acquired by foreclosure or deed in lieu of foreclosure, and all collections received on each Group 1 Mortgage Loan after the proceeds thereof Cut-off Date (excluding payments due by the Cut-off Date); o the Issuer's rights under hazard insurance policies related to the Loan Group 1 Mortgage Loans ; o the interest of the Issuer in the Sale and Servicing Agreement and the Purchase Agreement (including the Issuer's right to cause the Loan Group 1 Mortgage Loans to be repurchased); o all rights under any guaranty executed in connection with the Related DocumentsLoan Group 1 Mortgage Loans ; (b) all funds on deposit from time to time in o the Collection Account allocable to the Mortgage Loans excluding any investment income from such funds; (c) all funds on deposit from time to time in and the Payment Account and in all proceeds thereof; (d) all rights under (i) the Mortgage Loan Purchase Agreement as assigned maintained to hold collections related to the Issuer, (ii) the Servicing Agreement, (iii) Loan Group 1 Mortgage Loans and their contents related to Loan Group 1; o any title, hazard Crossover Amount from Loan Group 2; and primary insurance policies with respect to the Mortgaged Properties and (iv) the rights with respect to the Cap Contracts; (e) o all present and future claims, demands, causes of 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 and all payments on or underforegoing, and including all proceeds of every kind and nature whatsoever in 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, and other forms of obligations and receivablesobligations, instruments instruments, 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 and (f) all other property of the Issuer (collectively, the "Trust Estate" or the "Group 1 Collateral"). The Issuer Grants to the Indenture Trustee for the notes referred to in the Adoption Annex at the Closing Date, as Indenture Trustee for the benefit of the Holders of the Class 2-A Notes and the Credit Enhancer, all of the Issuer's interest existing now or in the future in: o the Loan Group 2 Mortgage Loans including their Asset Balances (including all Additional Balances) and the related Mortgage Files and all property that secures the Loan Group 2 Mortgage Loans and all property that is acquired by foreclosure or deed in lieu of foreclosure, and all collections received on each Group 2 Mortgage Loan after the Cut-off Date (excluding payments due by the Cut-off Date); o the Issuer's rights under hazard insurance policies related to the Loan Group 2 Mortgage Loans ; o the interest of the Issuer in the Sale and Servicing Agreement and the Purchase Agreement (including the Issuer's right to cause the Loan Group 2 Mortgage Loans to be repurchased); o all rights under any guaranty executed in connection with the Loan Group 2 Mortgage Loans ; o the Collection Account and the Payment Account maintained to hold collections related to the Loan Group 2 Mortgage Loans and their contents related to Loan Group 2; o any Crossover Amount from Loan Group 1, and o all present and future claims, demands, causes of action, and choses in action regarding any of the foregoing Grant is and all payments on and all proceeds from any of the foregoing, including all proceeds of their conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of every kind, and other forms of obligations, instruments, and other property that at any time constitute any part of or are included in the proceeds of any of the foregoing (collectively, the "Group 2 Collateral"). The Notes will have the benefit of the Insurance policy issued by the Credit Enhancer. These Grants are made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect ofon, the Notes, equally and ratably without prejudice, priority priority, or distinction, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The foregoing Grants shall inure to the benefit of the Credit Enhancer to the extent of draws made on the Policy and amounts owing under the Insurance Agreement, and shall continue for the benefit of the Credit Enhancer until all amounts owed the Credit Enhancer have been repaid in full. The Indenture Trustee, as trustee Indenture Trustee on behalf of the Holders of Noteholders and the NotesCredit Enhancer, acknowledges such Grantthe Grants, accepts the trust trusts under this Indenture in accordance with the provisions hereof this Indenture, and agrees to perform its duties as required in this Indenture Trustee as required hereinin accordance with its terms and the terms of the Transaction Documents.

GRANTING CLAUSE. The Issuer Issuing Entity hereby Grants to the Indenture Trustee at the Closing Date, as trustee for the benefit of the Holders of the Notes, all of the Issuer's Issuing Entity’s right, title and interest interest, whether now owned or hereafter acquired, in and to whether now existing or hereafter created by (a) the Mortgage Loans, Qualified Substitute Mortgage Loans and the proceeds thereof Receivables and all rights under moneys due thereon on or after the Related DocumentsCut-off Date; (b) the security interests in the Financed Equipment granted by Obligors pursuant to the Receivables and any other interest of the Issuing Entity in the Financed Equipment; (c) any proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Equipment or Obligors; (d) the Purchase Agreement, including the right assigned to the Issuing Entity to cause JDCC (as defined below) to repurchase Receivables from the Seller under certain circumstances; (e) all funds on deposit from time to time in the Collection Trust Accounts, including the Reserve Account allocable to the Mortgage Loans excluding any investment income from such funds; (c) all funds on deposit from time to time in the Payment Account Initial Deposit, and in all investments and proceeds thereofthereof (including all income thereon); (df) the Sale and Servicing Agreement (including all rights of the Seller under (i) the Mortgage Loan Purchase Agreement as assigned to the Issuer, (ii) Issuing Entity pursuant to the Sale and Servicing Agreement, (iii) any title, hazard and primary insurance policies with respect to the Mortgaged Properties ); and (iv) the rights with respect to the Cap Contracts; (eg) all present and future claims, demands, causes and choses in action in respect of any or all of the foregoing and all payments on or under, under and all proceeds of every kind and nature whatsoever in respect of, of any or all of the foregoing and all payments on or underforegoing, and including all proceeds of every kind and nature whatsoever in the conversion thereofconversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind, kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing and (f) all other property of the Issuer (collectively, the "Trust Estate" or “Collateral”). This Indenture shall constitute a security agreement for purposes of the "Collateral")Uniform Commercial Code as in effect in the States of New York and Delaware on the date hereof. The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, distinction and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as trustee Indenture Trustee on behalf of the Holders of the Notes, acknowledges such Grant, and accepts the trust trusts under this Indenture in accordance with the provisions hereof of this Indenture for the use and agrees to perform its duties as Indenture Trustee as required hereinbenefit of such Holders.

GRANTING CLAUSE. The Issuer To secure the timely payment and performance of the Obligations, Member does hereby Grants assign and pledge to the Indenture Trustee at the Closing DateSecurity Agent, as trustee for the benefit of the Holders Secured Parties, and grants to Security Agent, for the benefit of the NotesSecured Parties, a continuing security interest in all estate, right, title and interest of Member, now owned or hereafter acquired, in, to and under any and all of the Issuer's following (collectively, the “Collateral”): (i) the Membership Interest and any and all certificates representing the Membership Interest (“Membership Certificates”) as listed on Annex A attached hereto, and all dividends, cash, options, warrants, instruments, chattel paper, other rights and property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for the Membership Interest; (ii) all additional membership interests, shares of stock or other equity interest of Member in Borrower, at any time acquired by Member in any manner, and the certificates representing such additional membership interests, shares or other equity interest of Member in Borrower (any such additional membership interests, shares or other equity interest of Member in Borrower shall constitute part of the Membership Interest), and all dividends, cash, options, warrants, instruments, chattel paper, other rights and property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such membership interests, shares or other equity interest of Member in Borrower; (iii) all of Member’s rights to receive income, gain, profit, loss or other items allocated or distributed to Member under the LLC Agreement; (iv) all rights to receive all distributions of any nature whatsoever from Borrower with respect to such Membership Interest, if any; (v) all of Member’s capital or ownership interest, including capital accounts, in Borrower, and all accounts, deposits or credits of any kind with Borrower related to or required in connection with the Membership Interest; (vi) all of Member’s voting rights in (if any), or rights to control or direct the affairs (if any), of Borrower; (vii) all of Member’s right, title and interest, as a member of Borrower, in or to any and all of Borrower’s assets or properties; (viii) all other right, title and interest in or to Borrower, and all rights to receive income, profit or other distributions from Borrower, of any nature whatsoever, in each case, as such rights are derived from Member’s Membership Interest in Borrower; (ix) all claims of Member for damages arising out of or for breach of or default relating to the LLC Agreement; (x) all rights of Member to terminate, amend, supplement, modify or waive performance under the LLC Agreement, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder; (xi) without affecting the obligations under any provision prohibiting that action under any Financing Document, in the event of any consolidation or merger involving Borrower in which Borrower is not the surviving entity, (i) all shares, securities, membership, partnership or ownership interests of the successor entity formed by or resulting from that consolidation or merger, and (ii) all other consideration (including all personal property, tangible or intangible) received in exchange for such Collateral; (xii) all of Member’s interests in the Applicable Permits, if any, to the extent permitted by applicable Governmental Rule; (xiii) all of Member’s right, title and interest in and to whether now existing or hereafter created by (a) the Mortgage Loans, Qualified Substitute Mortgage Loans and the proceeds thereof and all rights under the Related DocumentsLLC Agreement; and (bxiv) all funds on deposit from time to time in the Collection Account allocable to the Mortgage Loans excluding any investment income from such funds; (c) all funds on deposit from time to time in the Payment Account and in all proceeds thereof; (d) all rights under (i) the Mortgage Loan Purchase Agreement as assigned to the Issuer, (ii) the Servicing Agreement, (iii) any title, hazard and primary insurance policies with respect to the Mortgaged Properties and (iv) the rights with respect to the Cap Contracts; (e) all present and future claims, demands, causes 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 and all payments on or under, 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, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing and (f) all other property of the Issuer (collectively, the "Trust Estate" or the "Collateral"). The foregoing Grant is made in trust to secure 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 trustee on behalf of the Holders of the Notes, acknowledges such Grant, accepts the trust under this Indenture in accordance with the provisions hereof and agrees to perform its duties as Indenture Trustee as required hereinabove.

GRANTING CLAUSE. The Issuer hereby Grants to the Indenture Trustee at the Closing Date, as trustee Indenture Trustee for the benefit of the Holders of the Notes, all of the Issuer's ’s right, title and interest in and to whether now existing or hereafter created by (a) the Mortgage Loans, Qualified Substitute Mortgage Loans and the proceeds thereof Receivables listed on Schedule A and all rights under moneys received thereon on or after the Related Documentsclose of business on the Cutoff Date; (b) the security interests in the Financed Vehicles and any accessions thereto granted by Obligors pursuant to the Receivables and any other interest of the Depositor in such Financed Vehicles; (c) any Liquidation Proceeds and any other proceeds with respect to the Receivables pursuant to the Hyundai Assurance Program or from claims on any physical damage, credit, life or disability insurance policies covering Financed Vehicles or the related Obligors, including any vendor’s single interest or other collateral protection insurance policy; (d) any property that shall have secured a Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer, or the Issuer; (e) all funds on deposit documents and other items contained in the Receivable Files; (f) the Sale and Servicing Agreement including all of the Depositor’s rights, but none of its obligations, under the Receivables Purchase Agreement assigned to the Issuer pursuant to the Sale and Servicing Agreement; (g) all right, title and interest in the Trust Accounts, all funds, securities or other assets credited from time to time in the Collection Account allocable to the Mortgage Loans excluding any Trust Accounts and all investments therein and proceeds thereof (including all investment income from such fundsearnings thereon); (ch) all funds on deposit any proceeds from time any Receivable repurchased by a Dealer pursuant to time in the Payment Account a Dealer Agreement; and in all proceeds thereof; (d) all rights under (i) the Mortgage Loan Purchase Agreement as assigned to the Issuer, (ii) the Servicing Agreement, (iii) any title, hazard and primary insurance policies with respect to the Mortgaged Properties and (iv) the rights with respect to the Cap Contracts; (e) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under, under and all proceeds of every kind and nature whatsoever in respect of, of any or all of the foregoing and all payments on or underforegoing, and including all proceeds of every kind and nature whatsoever in the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind, kind and other forms of obligations and receivables, instruments and other property which that at any time constitute all or part of or are included in the proceeds of any of the foregoing and (f) all other property of the Issuer (collectively, the "Trust Estate" or the "“Collateral"”). The foregoing Grant is made in trust to secure (i) the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, and (ii) to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as trustee on behalf of the Holders of the Notes, acknowledges such Grant, accepts the trust trusts under this Indenture in accordance with the provisions hereof of this Indenture and agrees to perform its duties as required in this Indenture Trustee as required hereinto the best of its ability to the end that the interests of the Holders of the Notes may be adequately and effectively protected.

GRANTING CLAUSE. The Issuer hereby Grants to the Indenture Trustee at the Closing Date, as trustee for the benefit of the Holders of the Notes, all of the Issuer's right, title and interest in and to whether now existing or hereafter created by (a) the Mortgage Loans, Qualified Substitute Mortgage Loans and the proceeds thereof and all rights under the Related Documents; thereof, (b) all funds on deposit in the Funding Account, including all income from the investment and reinvestment of funds therein, (c) all funds on deposit from time to time in the Collection Account allocable to the Mortgage Loans excluding any investment income from such funds; (cd) all funds on deposit from time to time in the Payment Account and in all proceeds thereof; (d) all rights under (ie) the Mortgage Loan Purchase Agreement as assigned to the Issuer, (ii) the Servicing Agreement, (iii) any title, hazard and primary insurance policies with respect to the Mortgaged Properties Policy and (iv) the rights with respect to the Cap Contracts; (ef) all present and future claims, demands, causes and choses chooses in action in respect of any or all of the foregoing and all payments on or under, and all proceeds of every kind and nature whatsoever in respect of, any or all of the foregoing and all payments on or under, 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, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing and (f) all other property of the Issuer (collectively, the "Trust Estate" or the "Collateral"). The foregoing Grant is made in trust to secure 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 trustee on behalf of the Holders of the Notes, acknowledges such Grant, accepts the trust under this Indenture in accordance with the provisions xxxxxsions hereof and agrees to perform its duties as Indenture Trustee as required herein.

GRANTING CLAUSE. The Issuer hereby Grants to the Indenture Trustee at on the Closing Date, as trustee on behalf of and for the benefit of the Holders of the NotesNoteholders, without recourse, all of the Issuer's its right, title and interest in, to and under the following assets, in and to each case, whether now owned or existing or hereafter created by (a) the Mortgage Loansacquired or arising, Qualified Substitute Mortgage Loans and the proceeds thereof and all rights under the Related Documents; (b) all funds on deposit from time to time in the Collection Account allocable to the Mortgage Loans excluding any investment income from such funds; (c) all funds on deposit from time to time in the Payment Account and in all proceeds thereof; (d) all rights under (i) the Mortgage Loan Receivables, (ii) all amounts due and collected on or in respect of the Receivables after the Cutoff Date, (iii) the security interests (including in the Financed Equipment) granted by the Obligors pursuant to the Receivables, (iv) all proceeds from claims on any insurance policies relating to the Receivables, the Financed Equipment or the Obligors, (v) the Receivable Files, (vi) the Collection Account, the Note Payment Account, the Reserve Fund and all amounts, securities, Financial Assets, investments and other property deposited in or credited to any of the foregoing and all proceeds thereof, (vii) all rights of the Depositor under the Receivables Purchase Agreement as assigned Agreement, including the right to require the Seller to repurchase certain Receivables from the Depositor, (viii) all rights of the Issuer under the Sale and Servicing Agreement, including the right to require the Seller to repurchase or the Servicer to purchase certain Receivables from the Issuer, (iiix) the Servicing Agreementright to realize upon any property (including the right to receive future Net Liquidation Proceeds and Recoveries) that shall have secured a Receivable and have been repossessed by or on behalf of the Issuer, (iiix) any title, hazard all of the Issuer’s rights and primary insurance policies with respect to benefits under the Mortgaged Properties First-Tier Assignment (but none of its obligations or burdens) and (iv) the rights with respect to the Cap Contracts; (exi) 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, under and all proceeds of every kind and nature whatsoever in respect of, of any or all of the foregoing and all payments on or underforegoing, and including 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, general intangibles, chattel paper, documents, money, investment property, deposit accounts, notes, drafts, acceptances, checksletters of credit, deposit accountsletter of credit rights, Insurance Proceeds, condemnation awards, rights to payment of any and every kind, kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing and (f) all other property of the Issuer (collectively, the "Trust Estate" or the "“Collateral"”). The foregoing Grant is made in trust to secure 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 trustee on behalf of the Holders of the NotesNoteholders, acknowledges such GrantXxxxx, accepts the trust trusts under this Indenture in accordance with the provisions hereof of this Indenture and agrees to perform its duties as required in this Indenture Trustee in accordance with the terms hereof. The Issuer hereby authorizes the filing of a financing statement against the Issuer describing the Collateral as constituting all assets of the Issuer as debtor, including its present and future right, title and interest in, to and under (but not, except to the extent required hereinby law, any obligations with respect to) such assets whether now owned or existing or hereafter arising or acquired and wheresoever located.

GRANTING CLAUSE. The Issuer hereby Grants to the Indenture Trustee at the Closing Date, as trustee for the benefit of the Holders of the Notes, all of the Issuer's ’s right, title and interest in and to whether now existing or hereafter created by (a) the Mortgage Loans, Qualified Eligible Substitute Mortgage Loans and the proceeds thereof and all rights under the Related Documents; (b) all funds on deposit from time to time in the Collection Account allocable to the Mortgage Loans excluding any investment income from such funds; (c) all funds on deposit from time to time in the Payment Account and in all proceeds thereof; (d) all rights under (i) the Mortgage Loan Purchase Sale and Contribution Agreement as assigned to the Issuer, (ii) the Servicing Agreement, (iii) any title, hazard and primary insurance policies with respect to the Mortgaged Properties and (iv) the rights with respect to the Cap Contracts; Interest Rate Swap Agreement and (e) all present and future claims, demands, causes 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 and all payments on or under, 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, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing and (f) all other property of the Issuer (collectively, the "Trust Estate" or the "“Collateral"”). The foregoing Grant is made in trust to secure 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 trustee on behalf of the Holders of the Notes, acknowledges such GrantGxxxx, accepts the trust under this Indenture in accordance with the provisions hereof and agrees to perform its duties as Indenture Trustee as required herein.

GRANTING CLAUSE. The Issuer hereby Grants to the Indenture Trustee at the Closing Date, as trustee on behalf of and for the benefit of the Holders Noteholders and the Swap Counterparties, without recourse, subject to the terms of this Indenture and the Notesother Transaction Documents, a continuing security interest and lien on all of the Issuer's ’s right, title and interest in and to whether now existing all accounts, cash and currency, chattel paper, tangible chattel paper, electronic chattel paper, copyrights, copyright licenses, equipment, fixtures, general intangibles, instruments, commercial tort claims, deposit accounts, inventory, investment property, letter-of-credit rights, software, supporting obligations, accessions, and other rights or hereafter created by property consisting of, arising out of, or related to (ai) the Mortgage Loans, Qualified Substitute Mortgage Loans and the proceeds thereof and all rights under the Related Documents; (b) all funds on deposit other assets included or to be included from time to time in the Collection Account allocable to Loan Assets, whether now existing or hereafter arising or acquired, other than the Mortgage Loans excluding any investment income from such funds; (c) all funds on deposit Retained Interest and Excluded Amounts, if any, as they may exist from time to time in the Payment Account and in all proceeds thereoftime; (dii) all rights payments under any Swap; and (iiii) all of the Mortgage Loan Purchase Agreement as assigned Issuer’s right, title and interest (but none of its obligations) under the Transfer and Servicing Agreement, including but not limited to the Issuer, (ii) ’s right to exercise the remedies created by the Transfer and Servicing Agreement, (iii) any title, hazard and primary insurance policies with respect to the Mortgaged Properties and (iv) the rights with respect to the Cap Contracts; (e) all present and future claims, demands, causes 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 and all payments on or under, 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, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing and (f) all other property of the Issuer Agreement (collectively, the "Trust Estate" or the "“Indenture 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 distinctiondistinction and all other sums owing by the Issuer hereunder or under any other Transaction Document or under any Swap Transaction, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as trustee Indenture Trustee on behalf of the Holders Noteholders and on behalf of the NotesSwap Counterparties, acknowledges such Grant, accepts the trust under this Indenture in accordance with the provisions hereof of this Indenture and agrees to perform its duties as required in this Indenture Trustee as required hereinto the best of its ability.

GRANTING CLAUSE. The Issuer Issuing Entity, to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes equally and ratably without prejudice, priority or distinction except as set forth herein, and to secure compliance with the provisions of this Indenture, hereby Grants in trust to the Indenture Trustee at on the Closing Date, as trustee for the benefit of the Holders of the NotesNoteholders, all of the Issuer's such Person’s right, title and interest interest, whether now owned or hereafter acquired, in and to whether now existing or hereafter created by (a) the Mortgage Loans, Qualified Substitute Mortgage Loans and the proceeds thereof and all rights under the Related Documents; (b) all funds on deposit from time to time in the Collection Account allocable to the Mortgage Loans excluding any investment income from such funds; (c) all funds on deposit from time to time in the Payment Account and in all proceeds thereof; (d) all rights under (i) the Mortgage Loan Purchase Agreement as assigned to the Issuer, Trust Estate and (ii) the Servicing Agreement, (iii) any title, hazard and primary insurance policies with respect to the Mortgaged Properties and (iv) the rights with respect to the Cap Contracts; (e) all present and future claims, demands, causes and choses in action in respect of any or all of the foregoing and all payments on or under, under and all proceeds of every kind and nature whatsoever in respect of, of any or all of the foregoing and all payments on or underforegoing, and including all proceeds of every kind and nature whatsoever in the conversion thereofconversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind, kind and other forms of obligations and receivables, instruments instruments, securities, financial assets and other property which that at any time constitute all or part of or are included in the proceeds of any of the foregoing and (f) all other property of the Issuer (collectively, the "Trust Estate" or the "“Collateral"”), in each case as such terms are defined herein. 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 trustee on behalf of the Holders of the NotesNoteholders, acknowledges such the foregoing Grant, accepts the trust trusts under this Indenture and agrees to perform its duties required in this Indenture in accordance with the provisions hereof and agrees to perform its duties as Indenture Trustee as required hereinof this Indenture.

GRANTING CLAUSE. The Issuer hereby Grants to the Indenture Trustee for the series referred to in the Adoption Annex at the Closing Date, as trustee Indenture Trustee for the benefit of the Holders of the NotesClass 1-A Notes and the Credit Enhancer, all of the Issuer's right, title interest existing now or in the future in: o the Loan Group 1 Mortgage Loans including their Asset Balances (including all Additional Balances) and interest in the related Mortgage Files and to whether now existing or hereafter created by (a) all property that secures the Mortgage Loans, Qualified Substitute Loan Group 1 Mortgage Loans and all property that is acquired by foreclosure or deed in lieu of foreclosure, and all collections received on each Group 1 Mortgage Loan after the proceeds thereof Cut-off Date (excluding payments due by the Cut-off Date); o the Issuer's rights under hazard insurance policies related to the Loan Group 1 Mortgage Loans ; o the interest of the Issuer in the Sale and Servicing Agreement and the Purchase Agreement (including the Issuer's right to cause the Loan Group 1 Mortgage Loans to be repurchased); o all rights under any guaranty executed in connection with the Related DocumentsLoan Group 1 Mortgage Loans ; (b) all funds on deposit from time to time in o the Collection Account allocable to the Mortgage Loans excluding any investment income from such funds; (c) all funds on deposit from time to time in and the Payment Account and in all proceeds thereof; (d) all rights under (i) the Mortgage Loan Purchase Agreement as assigned maintained to hold collections related to the Issuer, (ii) the Servicing Agreement, (iii) Loan Group 1 Mortgage Loans and their contents related to Loan Group 1; o any title, hazard Crossover Amount from Loan Group 2; and primary insurance policies with respect to the Mortgaged Properties and (iv) the rights with respect to the Cap Contracts; (e) o all present and future claims, demands, causes of 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 and all payments on or underforegoing, and including all proceeds of every kind and nature whatsoever in 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, and other forms of obligations and receivablesobligations, instruments instruments, 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 and (f) all other property of the Issuer (collectively, the "Trust Estate" or the "Group 1 Collateral"). The Issuer Grants to the Indenture Trustee for the notes referred to in the Adoption Annex at the Closing Date, as Indenture Trustee for the benefit of the Holders of the Class 2-A Notes and the Credit Enhancer, all of the Issuer's interest existing now or in the future in: o the Loan Group 2 Mortgage Loans including their Asset Balances (including all Additional Balances) and the related Mortgage Files and all property that secures the Loan Group 2 Mortgage Loans and all property that is acquired by foreclosure or deed in lieu of foreclosure, and all collections received on each Group 2 Mortgage Loan after the Cut-off Date (excluding payments due by the Cut-off Date); o the Issuer's rights under hazard insurance policies related to the Loan Group 2 Mortgage Loans ; o the interest of the Issuer in the Sale and Servicing Agreement and the Purchase Agreement (including the Issuer's right to cause the Loan Group 2 Mortgage Loans to be repurchased); o all rights under any guaranty executed in connection with the Loan Group 2 Mortgage Loans ; o the Collection Account and the Payment Account maintained to hold collections related to the Loan Group 2 Mortgage Loans and their contents related to Loan Group 2; o any Crossover Amount from Loan Group 1, and o all present and future claims, demands, causes of action, and choses in action regarding any of the foregoing Grant is and all payments on and all proceeds from any of the foregoing, including all proceeds of their conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of every kind, and other forms of obligations, instruments, and other property that at any time constitute any part of or are included in the proceeds of any of the foregoing (collectively, the "Group 2 Collateral"). The Notes will have the benefit of the Policy issued by the Credit Enhancer. These Grants are made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect ofon, the Notes, equally and ratably without prejudice, priority priority, or distinction, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The foregoing Grants shall inure to the benefit of the Credit Enhancer to the extent of draws made on the Policy and amounts owing under the Insurance Agreement, and shall continue for the benefit of the Credit Enhancer until all amounts owed the Credit Enhancer have been repaid in full. The Indenture Trustee, as trustee Indenture Trustee on behalf of the Holders of Noteholders and the NotesCredit Enhancer, acknowledges such Grantthe Grants, accepts the trust trusts under this Indenture in accordance with the provisions hereof this Indenture, and agrees to perform its duties as required in this Indenture Trustee as required hereinin accordance with its terms and the terms of the Transaction Documents.

GRANTING CLAUSE. The Issuer hereby Grants to the Indenture Trustee at the Closing Date, as trustee Indenture Trustee for the benefit of the Holders of the Notes, all of the Issuer's ’s right, title and interest in and to to, whether now owned or hereafter acquired, now existing or hereafter created by arising and wherever located (a) the Mortgage Loans, Qualified Substitute Mortgage Loans and the proceeds thereof Receivables listed on Schedule A and all rights under moneys received thereon on or after the Related DocumentsCutoff Date; (b) the security interests in the Financed Vehicles and any accessions thereto granted by Obligors pursuant to the Receivables and any other interest of the Depositor in such Financed Vehicles; (c) any Liquidation Proceeds and any other proceeds from claims on any physical damage, credit, life or disability insurance policies covering Financed Vehicles or the related Obligors, including any vendor’s single interest or other collateral protection insurance policy; (d) any property that shall have secured a Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer, or the Issuer; (e) all funds on deposit documents and other items contained in the Receivable Files; (f) the Sale and Servicing Agreement including all of the Depositor’s rights, but none of its obligations, under the Receivables Purchase Agreement assigned to the Issuer pursuant to the Sale and Servicing Agreement; (g) all right, title and interest in the Trust Accounts, all funds, securities or other assets credited from time to time in the Collection Account allocable to the Mortgage Loans excluding any investment income from such fundsTrust Accounts and all investments therein and proceeds thereof (including the initial Reserve Account Deposit); (ch) all funds on deposit any proceeds from time any Receivable repurchased by a Dealer pursuant to time in the Payment Account a Dealer Agreement; and in all proceeds thereof; (d) all rights under (i) the Mortgage Loan Purchase Agreement as assigned to the Issuer, (ii) the Servicing Agreement, (iii) any title, hazard and primary insurance policies with respect to the Mortgaged Properties and (iv) the rights with respect to the Cap Contracts; (e) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under, under and all proceeds of every kind and nature whatsoever in respect of, of any or all of the foregoing and all payments on or underforegoing, and including all proceeds of every kind and nature whatsoever in the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind, kind and other forms of obligations and receivables, instruments and other property which that at any time constitute all or part of or are included in the proceeds of any of the foregoing and (f) all other property of the Issuer (collectively, the "Trust Estate" or the "“Collateral"”). The foregoing Grant is made in trust to secure (i) the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, and (ii) to secure compliance with the provisions of this Indenture, all as provided in this Indenture. Without limiting the foregoing Grant, any Receivable repurchased or purchased by the Seller or the Servicer pursuant to Section 3.03 or Section 4.07, as applicable, of the Sale and Servicing Agreement or repurchased or purchased by the Seller pursuant to Section 7.02 of the Receivables Purchase Agreement shall be deemed to be automatically released from the lien of this Indenture without any action being taken by the Indenture Trustee upon payment by the Seller or the Servicer, as applicable, of the related Purchased Amount for such Purchased Receivable. The Indenture Trustee, as trustee on behalf of the Holders of the Notes, acknowledges such GrantXxxxx, accepts the trust trusts under this Indenture in accordance with the provisions hereof of this Indenture and agrees to perform its duties as required in this Indenture Trustee as required hereinto the best of its ability to the end that the interests of the Holders of the Notes may be adequately and effectively protected.

GRANTING CLAUSE. The Issuer hereby Grants to the Indenture Trustee at the Closing Date, as trustee for the benefit of the Holders of the Notes, all of the Issuer's right, title and interest in and to whether now existing or hereafter created by (a) the Mortgage Loans, Qualified Substitute Mortgage Loans and the proceeds thereof and all rights under the Related Documents; (b) all funds on deposit from time to time in the Collection Account allocable to the Mortgage Loans excluding any investment income from such funds; (c) all funds on deposit from time to time in the Payment Account and in all proceeds thereof; (d) all rights under (i) the Mortgage Loan Purchase Sale and Contribution Agreement as assigned to the Issuer, (ii) the Servicing Agreement, (iii) any title, hazard and primary insurance policies with respect to the Mortgaged Properties and (iv) the rights with respect to the Cap Contracts; and (e) all present and future claims, demands, causes 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 and all payments on or under, 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, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing and (f) all other property of the Issuer (collectively, the "Trust Estate" or the "Collateral"). The foregoing Grant is made in trust to secure 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 trustee on behalf of the Holders of the Notes, acknowledges such Grant, accepts the trust under this Indenture in accordance with the provisions hereof and agrees to perform its duties as Indenture Trustee as required herein.

GRANTING CLAUSE. The Issuer hereby Grants to the Indenture Trustee at on the Closing Date, as trustee on behalf of and for the benefit of the Holders of the NotesNoteholders, without recourse, all of the Issuer's ’s right, title and interest in in, to and to under such assets, whether now owned or existing or hereafter created by (a) the Mortgage Loansacquired or arising, Qualified Substitute Mortgage Loans and the proceeds thereof and all rights under the Related Documents; (b) all funds on deposit from time to time in the Collection Account allocable to the Mortgage Loans excluding any investment income from such funds; (c) all funds on deposit from time to time in the Payment Account and in all proceeds thereof; (d) all rights under (i) the Mortgage Loan Receivables, (ii) all amounts due and collected on or in respect of the Receivables after the Cutoff Date, (iii) the security interests in the Financed Vehicles granted by the Obligors pursuant to the Receivables, (iv) all proceeds from claims on any physical damage or theft insurance policies and extended warranties covering the Financed Vehicles and any proceeds of any credit life or credit disability insurance policies relating to the Receivables, the Financed Vehicles or the Obligors, (v) the Receivable Files, (vi) the Collection Account, the Note Payment Account, the Reserve Fund and all amounts, securities, Financial Assets, investments and other property deposited in or credited to any of the foregoing and all proceeds thereof, (vii) all rights of the Depositor under the Receivables Purchase Agreement as assigned Agreement, including the right to require the Seller to repurchase certain Receivables from the Depositor, (viii) any proceeds of Dealer Recourse, (ix) all rights of the Issuer under the Sale and Servicing Agreement, including the right to require the Seller to repurchase or the Servicer to purchase certain Receivables from the Issuer, (iix) the Servicing Agreementright to realize upon any property (including the right to receive future Net Liquidation Proceeds and Recoveries) that shall have secured a Receivable and have been repossessed by or on behalf of the Issuer, (iiixi) any title, hazard all of the Issuer’s rights and primary insurance policies with respect to benefits under the Mortgaged Properties First-Tier Assignment (but none of its obligations or burdens) and (iv) the rights with respect to the Cap Contracts; (exii) 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, under and all proceeds of every kind and nature whatsoever in respect of, of any or all of the foregoing and all payments on or underforegoing, and including 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, general intangibles, chattel paper, documents, money, investment property, deposit accounts, notes, drafts, acceptances, checksletters of credit, deposit accountsletter of credit rights, Insurance Proceeds, condemnation awards, rights to payment of any and every kind, kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing and (f) all other property of the Issuer (collectively, the "Trust Estate" or the "“Collateral"”). The foregoing Grant is made in trust to secure 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 trustee on behalf of the Holders of the NotesNoteholders, acknowledges such GrantXxxxx, accepts the trust trusts under this Indenture in accordance with the provisions hereof of this Indenture and agrees to perform its duties as required in this Indenture Trustee in accordance with the terms hereof. The Issuer hereby authorizes the filing of a financing statement against the Issuer describing the Collateral as constituting all assets of the Issuer as debtor, including its present and future right, title and interest in, to and under (but not, except to the extent required hereinby law, any obligations with respect to) whether now owned or existing or hereafter arising or acquired and wheresoever located.

GRANTING CLAUSE. The Issuer Subject to the terms of this Indenture, the Issuing Entity hereby Grants to the Indenture Trustee at the Closing Date, as trustee Indenture Trustee for the benefit of the Holders of Noteholders and the NotesSwap Provider, all of the Issuer's Issuing Entity’s right, title and interest in and to whether now existing or hereafter created by (a) the Mortgage Loans, Qualified Substitute Mortgage Loans and the proceeds thereof and all rights under the Related Documents; (b) all funds on deposit from time to time in the Collection Account allocable to the Mortgage Loans excluding any investment income from such funds; (c) all funds on deposit from time to time in the Payment Account and in all proceeds thereof; (d) all rights under to: (i) the Mortgage Loan Purchase Agreement as assigned to the Issuer, Loans; (ii) all right, title and interest of the Issuing Entity in the Sale and Servicing Agreement, (iii) any title, hazard and primary insurance policies Agreement with respect to the Mortgaged Properties and Mortgage Loans (iv) including the rights with respect Issuing Entity’s right to cause the Cap ContractsSponsor to repurchase Mortgage Loans from the Issuing Entity under certain circumstances described therein); (eiii) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under, under and all proceeds of every kind and nature whatsoever in respect of, of any or all of the foregoing and all payments on or underforegoing, and including all proceeds of every kind and nature whatsoever in the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind, kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing foregoing; (iv) all funds on deposit from time to time in (a) the Collection Account and (fb) the Payment Account; (v) the Swap Agreement; (vi) all other property of the Issuer Issuing Entity from time to time; and (vii) any and all proceeds of the foregoing (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 trustee Indenture Trustee on behalf of the Holders holders of the NotesNotes and the Swap Provider, acknowledges such the foregoing Grant, accepts the trust under this Indenture trusts hereunder in accordance with the provisions hereof good faith and without notice of any adverse claim or liens and agrees to perform its duties required in this Indenture as specifically set forth herein to the end that the interests of the holders of the related Notes may be adequately and effectively protected. The Indenture Trustee as required hereinagrees and acknowledges that each item of Collateral that is physically delivered to the Indenture Trustee will be held by the Indenture Trustee in California.

GRANTING CLAUSE. The Note Issuer hereby Grants to the Indenture Note Trustee at the Closing Date, as trustee Note Trustee for the benefit of the Holders of the NotesNotes from time to time issued and outstanding, all of the Note Issuer's right, title and interest in and to whether now existing or hereafter created by (a) the Mortgage Loans, Qualified Substitute Mortgage Loans and Transition Property transferred by the proceeds thereof Seller to the Note Issuer pursuant to the Sale Agreement and all rights under the Related Documents; proceeds thereof, (b) all funds on deposit from time to time in any Subsequent Transition Property transferred by the Collection Account allocable Seller to the Mortgage Loans excluding any investment income from such funds; Note Issuer pursuant to each Subsequent Sale Agreement and all proceeds thereof, (c) all funds on deposit from time to time in the Payment Account Sale Agreement and in all proceeds thereof; each Subsequent Sale Agreement, (d) all rights under (i) the Mortgage Loan Purchase Agreement as assigned to the Issuer, (ii) the Servicing Agreement, (iii) any title, hazard and primary insurance policies with respect to the Mortgaged Properties and (ive) the rights with respect Collection Account (including all subaccounts thereof) and all amounts or investment property on deposit therein or credited thereto from time to time, (f) all other property of whatever kind owned from time to time by the Cap Contracts; Note Issuer, (eg) all present and future claims, demands, causes 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 foregoing and all payments on or underforegoing, and including all proceeds of every kind and nature whatsoever in the conversion thereofconversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind, and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing and (fh) all other property proceeds of the Issuer foregoing (collectively, the "Trust Estate" or the "Collateral"; it being understood that the following do not constitute Collateral: (i) the cash contributed to the Note Issuer by the Seller which is not held in the Capital Subaccount, including cash that has been released to the Note Issuer pursuant to Section 8.02(d) following retirement of a Series of Notes, (ii) net investment earnings which have been released to the Note Issuer pursuant to Section 8.02(d) and (iii) the Overcollateralization Amount with respect to a Series of Notes that has been released to the Note Issuer pursuant to Section 8.02(d) following retirement of such Series of Notes). The foregoing Grant is made in trust to secure the payment of principal of and premium, if any, and interest on, and any other amounts owing in respect of, the Notes, Notes equally and ratably without prejudice, priority or distinction, except as expressly provided in this Indenture, and to secure compliance with the provisions of this IndentureIndenture with respect to the Notes, all as provided in this Indenture. The Indenture Note Trustee, as trustee on behalf of the Holders of the Notes, acknowledges such Grantgrant, accepts the trust under this Indenture trusts hereunder in accordance with the provisions hereof and agrees to perform its duties as Indenture Trustee as required hereinherein required.

GRANTING CLAUSE. The Issuer Issuing Entity hereby Grants to the Indenture Trustee at on the Closing Date, as trustee for the benefit of the Holders of the Notes, all of the IssuerIssuing Entity's right, title and interest in and to whether now existing or hereafter created by (a) the Mortgage Loans, Qualified Substitute Mortgage Loans and the proceeds thereof and all rights under the Related Documents; thereof, (b) all funds on deposit in the Funding Account, including all income from the investment and reinvestment of funds therein, (c) all funds on deposit from time to time in the Collection Account allocable to the Mortgage Loans excluding any investment income from such funds; (cd) all funds on deposit from time to time in the Payment Account and in all proceeds thereof; (d) all rights under (ie) the Mortgage Loan Purchase Agreement as assigned to the Issuer, (ii) the Servicing Agreement, (iii) any title, hazard and primary insurance policies with respect to the Mortgaged Properties Policy and (iv) the rights with respect to the Cap Contracts; (ef) all present and future claims, demands, causes and choses chooses in action in respect of any or all of the foregoing and all payments on or under, and all proceeds of every kind and nature whatsoever in respect of, any or all of the foregoing and all payments on or under, 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, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing and (f) all other property of the Issuer (collectively, the "Trust Estate" or the "Collateral"). The foregoing Grant is made in trust to secure 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 trustee on behalf of the Holders of the Notes, acknowledges such GrantXxxxx, accepts the trust under this Indenture in accordance with the provisions hereof and agrees to perform its duties as Indenture Trustee as required herein.

GRANTING CLAUSE. The Subject to the terms of this Indenture, the Issuer hereby Grants to the Indenture Trustee at on the Closing Date, to the Indenture Trustee, as trustee Indenture Trustee for the benefit of the Holders of the Notes, Notes [and the Securities Insurer,] all of the Issuer's right, title and interest in and to whether now existing or hereafter created by (a) the Mortgage Loans, Qualified Substitute Mortgage Loans and the proceeds thereof and all rights under the Related Documents; (b) all funds on deposit from time to time in the Collection Account allocable to the Mortgage Loans excluding any investment income from such funds; (c) all funds on deposit from time to time in the Payment Account and in all proceeds thereof; (d) all rights under to: (i) the Mortgage Loan Purchase Agreement Trust Estate (as assigned to defined in the Issuer, Sale and Servicing Agreement); (ii) the Sale and Servicing Agreement, Agreement (including the Issuer's right to cause the Transferor to repurchase the Home Loans from the Issuer under certain circumstances described therein); (iii) any title, hazard and primary insurance policies with respect to the Mortgaged Properties and (iv) the rights with respect to the Cap Contracts; (e) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under, under and all proceeds of every kind and nature whatsoever in respect of, of any or all of the foregoing and all payments on or underforegoing, and including 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, property insurance proceeds, condemnation awards, rights to payment of any and every kind, kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing foregoing; (iv) all funds on deposit from time to time in the Trust Accounts (including the Certificate Distribution Account); and (fv) all other property of the Issuer Owner Trust from time to time (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 trustee Indenture Trustee on behalf of the Holders of the Notes, Notes [and the Securities Insurer,] acknowledges such Grant, accepts the trust under this Indenture in accordance with the provisions hereof trusts hereunder and agrees to perform its duties as required in this Indenture to the best of its ability to the end that the interests of the Holders of the Notes may adequately and effectively be protected. The Indenture Trustee as required hereinagrees and acknowledges that possession of the Indenture Trustee's Home Loan Files will be held by the Custodian for the benefit of the Indenture Trustee in ____________. The Indenture Trustee further agrees and acknowledges that each other item of Collateral that is physically delivered to the Indenture Trustee will be held on behalf of the Indenture Trustee in _________________.

GRANTING CLAUSE. The Issuer hereby Grants to the Indenture Trustee at the Closing Date, as trustee for the benefit of the Holders of the each Class of Notes, all of the Issuer's right, title and interest in in, to and to under, whether now existing or hereafter created by created, (ai) the Mortgage Loans, Qualified Substitute Mortgage Loans and all payments and other collections in respect of the proceeds thereof and all rights under Loans received or due after the Related Documents; Cut-off Date, (bii) all the Loan Purchase Agreements, (iii) any real property acquired on behalf of the Issuer, (iv) such funds on deposit as from time to time are deposited in the Collection Account allocable to the Mortgage Loans excluding any investment income from such funds; (c) all funds on deposit from time to time in the Payment Account and in all proceeds thereof; (d) all rights under (i) the Mortgage Loan Purchase Agreement as assigned to the Issuer, (ii) the Servicing Agreement, (iii) any title, hazard and primary insurance policies with respect to the Mortgaged Properties and (iv) the rights with respect to the Cap Contracts; (ev) all present and future claims, demands, causes 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 and all payments on or under, 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, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing and (f) all other property of the Issuer (collectively, the "Trust Estate" or the "Collateral"). The foregoing Grant is made in trust to secure 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 trustee on behalf of the Holders of the Notes, acknowledges such Grant, accepts the trust under this Indenture in accordance with the provisions xxxxxsions hereof and agrees to perform its duties as Indenture Trustee as required herein.

GRANTING CLAUSE. The Issuer hereby Grants to the Indenture Trustee at the Closing Date, as trustee for the benefit of the Holders of the Notes, all of the Issuer's right, title and interest in and to whether now existing or hereafter created by (a) the Mortgage LoansGrantor Trust Certificate, Qualified Substitute Mortgage Loans and the proceeds thereof and all rights under the Related Documents; (b) all funds on deposit from time to time in the Collection Account allocable to the Mortgage Loans excluding any investment income from such funds; (c) all funds on deposit from time to time in the Payment Account and in all proceeds thereof; (d) all rights under (i) the Mortgage Loan Purchase Agreement as assigned to the Issuer, (ii) the Servicing Agreement, (iii) any title, hazard and primary insurance policies with respect to the Mortgaged Properties and (iv) the rights with respect to the Cap Contracts; (ec) all present and future claims, demands, causes 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 and all payments on or under, 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, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing and (f) all other property of the Issuer (collectively, the "Trust Estate" or the "Collateral"). The foregoing Grant is made in trust to secure 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 trustee on behalf of the Holders of the Notes, acknowledges such Grant, accepts the trust under this unxxx xhis Indenture in accordance with the provisions hereof and agrees to perform its duties as Indenture Trustee as required herein.

GRANTING CLAUSE. The Issuer hereby Grants to the Indenture Trustee at on the Closing Date, as trustee Indenture Trustee for the benefit of the Holders of the Notes, all of the Issuer's right, title and interest in in, to and to under, whether now owned or existing or hereafter created by acquired or arising (ai) the Mortgage Loans, Qualified Substitute Mortgage Loans and the proceeds thereof and all rights under the Related DocumentsReceivables; (bii) all funds amounts received on deposit from time to time or in respect of the Receivables after the Cutoff Date; (iii) the security interests in the Collection Account allocable Financed Vehicles granted by the Obligors pursuant to the Mortgage Loans excluding any investment income from such fundsReceivables; (civ) all funds proceeds from claims on deposit from time or refunds of premiums with respect to time in any physical damage, theft, credit life or credit disability insurance policies relating to the Financed Vehicles or the Obligors; (v) the Receivable Files; (vi) the Collection Account, the Note Payment Account and the Reserve Account and all amounts, securities, financial assets, investments and other property deposited in or credited to any of the foregoing and all proceeds thereof; (dvii) all rights of the Depositor under the Receivables Purchase Agreement, including the right to require the Seller to repurchase Receivables from the Depositor; (iviii) all rights of the Mortgage Loan Purchase Agreement as assigned to Issuer under the Issuer, (ii) the Sale and Servicing Agreement, (iii) any title, hazard and primary insurance policies with respect including the right to require the Mortgaged Properties Servicer to purchase Receivables from the Issuer; and (iv) the rights with respect to the Cap Contracts; (eix) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under, under and all proceeds of every kind and nature whatsoever in respect of, of any or all of the foregoing and all payments on or underforegoing, and including 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 receivablegeneral intangibles, noteschattel paper, draftsinstruments, acceptancesdocuments, checksmoney, investment property, deposit accounts, letters of credit, letter-of-credit rights, insurance proceeds, condemnation awards, rights to payment of any and every kind, kind and other forms of obligations and receivables, instruments and all other property which at any time constitute constitutes all or part of or are is included in the proceeds of any of the foregoing and (f) all other property of the Issuer (collectively, the "Trust Estate" or the "Collateral"). The foregoing Grant is made in trust to secure 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 trustee Indenture Trustee on behalf of the Holders of the Notes, acknowledges such GrantXxxxx, accepts the trust trusts under this Indenture in accordance with the provisions hereof of this Indenture and agrees to perform its duties as required in this Indenture Trustee as required hereinto the best of its ability to the end that the interests of the Holders of the Notes may be adequately and effectively protected.

GRANTING CLAUSE. The Issuer hereby Grants to the Indenture Trustee at the Closing Date, as trustee Indenture Trustee for the benefit of the Holders of the Notes, all of the Issuer's ’s right, title and interest in and to to, whether now owned or hereafter acquired, now existing or hereafter created by arising and wherever located (a) the Mortgage Loans, Qualified Substitute Mortgage Loans and the proceeds thereof Receivables listed on Schedule A and all rights under moneys received thereon on or after the Related DocumentsCutoff Date; (b) the security interests in the Financed Vehicles and any accessions thereto granted by Obligors pursuant to the Receivables and any other interest of the Depositor in such Financed Vehicles; (c) any Liquidation Proceeds and any other proceeds from claims on any physical damage, credit, life or disability insurance policies covering Financed Vehicles or the related Obligors, including any vendor’s single interest or other collateral protection insurance policy; (d) any property that shall have secured a Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer, or the Issuer; (e) all funds on deposit documents and other items contained in the Receivable Files; (f) the Sale and Servicing Agreement including all of the Depositor’s rights, but none of its obligations, under the Receivables Purchase Agreement assigned to the Issuer pursuant to the Sale and Servicing Agreement; (g) all right, title and interest in the Trust Accounts, all funds, securities or other assets credited from time to time in the Collection Account allocable to the Mortgage Loans excluding any investment income from such fundsTrust Accounts and all investments therein and proceeds thereof (including the initial Reserve Account Deposit); (ch) all funds on deposit any proceeds from time any Receivable repurchased by a Dealer pursuant to time in the Payment Account a Dealer Agreement; and in all proceeds thereof; (d) all rights under (i) the Mortgage Loan Purchase Agreement as assigned to the Issuer, (ii) the Servicing Agreement, (iii) any title, hazard and primary insurance policies with respect to the Mortgaged Properties and (iv) the rights with respect to the Cap Contracts; (e) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under, under and all proceeds of every kind and nature whatsoever in respect of, of any or all of the foregoing and all payments on or underforegoing, and including all proceeds of every kind and nature whatsoever in the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind, kind and other forms of obligations and receivables, instruments and other property which that at any time constitute all or part of or are included in the proceeds of any of the foregoing and (f) all other property of the Issuer (collectively, the "Trust Estate" or the "“Collateral"”). The foregoing Grant is made in trust to secure (i) the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, and (ii) to secure compliance with the provisions of this Indenture, all as provided in this Indenture. Without limiting the foregoing Grant, any Receivable repurchased or purchased by the Seller or the Servicer pursuant to Section 3.03 or Section 4.07, as applicable, of the Sale and Servicing Agreement or repurchased or purchased by the Seller pursuant to Section 7.02 of the Receivables Purchase Agreement shall be deemed to be automatically released from the lien of this Indenture without any action being taken by the Indenture Trustee upon payment by the Seller or the Servicer, as applicable, of the related Purchased Amount for such Purchased Receivable. The Indenture Trustee, as trustee on behalf of the Holders of the Notes, acknowledges such Grant, accepts the trust trusts under this Indenture in accordance with the provisions hereof of this Indenture and agrees to perform its duties as required in this Indenture Trustee as required hereinto the best of its ability to the end that the interests of the Holders of the Notes may be adequately and effectively protected.

GRANTING CLAUSE. The Issuer hereby Grants to the Indenture Trustee at on the Closing Date, as trustee Indenture Trustee for the benefit of the Holders of the Notes, all of the Issuer's ’s right, title and interest in in, to and to under, whether now owned or existing or hereafter created by acquired or arising (ai) the Mortgage LoansReceivables; (ii) all amounts received on or in respect of the Receivables after the Cutoff Date; (iii) the security interests in the Financed Vehicles granted by the Obligors pursuant to the Receivables and any other interest of the Issuer in such Financed Vehicles; (iv) all proceeds from claims on or refunds of premiums with respect to any physical damage, Qualified Substitute Mortgage Loans theft, credit life or credit disability insurance policies relating to the Financed Vehicles or the Obligors; (v) the Receivable Files; (vi) the Collection Account, the Note Payment Account, the Reserve Account and the proceeds thereof Secondary Reserve Account and all rights under amounts, securities, financial assets, investments and other property deposited in or credited to any of the Related Documents; (b) all funds on deposit from time to time in the Collection Account allocable to the Mortgage Loans excluding any investment income from such funds; (c) all funds on deposit from time to time in the Payment Account foregoing and in all proceeds thereof; (dvii) all rights of the Depositor under the Receivables Purchase Agreement, including the right to require the Seller to repurchase Receivables from the Depositor; (iviii) all rights of the Mortgage Loan Purchase Agreement as assigned to Issuer under the Issuer, (ii) the Sale and Servicing Agreement, including the right to require the Servicer to purchase Receivables from the Issuer; (iiiix) the right to realize upon any title, hazard property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and primary insurance policies with respect to have been repossessed by or on behalf of the Mortgaged Properties Issuer; and (iv) the rights with respect to the Cap Contracts; (ex) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under, under and all proceeds of every kind and nature whatsoever in respect of, of any or all of the foregoing and all payments on or underforegoing, and including 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 receivablegeneral intangibles, noteschattel paper, draftsinstruments, acceptancesdocuments, checksmoney, investment property, deposit accounts, letters of credit, letter-of-credit rights, insurance proceeds, condemnation awards, rights to payment of any and every kind, kind and other forms of obligations obligations; and receivables, instruments and all other property which at any time constitute constitutes all or part of or are is included in the proceeds of any of the foregoing and (f) all other property of the Issuer (collectively, the "Trust Estate" or the "“Collateral"”). The foregoing Grant is made in trust to secure 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 trustee Indenture Trustee on behalf of the Holders of the Notes, acknowledges such GrantXxxxx, accepts the trust trusts under this Indenture in accordance with the provisions hereof of this Indenture and agrees to perform its duties as required in this Indenture Trustee as required hereinto the best of its ability to the end that the interests of the Holders of the Notes may be adequately and effectively protected.

GRANTING CLAUSE. The Issuer hereby Grants to the Indenture Trustee at the Closing Date, as trustee for the benefit of the Holders of the Notes, all of the Issuer's right, title and interest in and to whether now existing or hereafter created by (a) the Mortgage Loans, Qualified Contracts (including without limitation any Eligible Substitute Mortgage Loans Contracts assigned to the Depositor pursuant to the Asset Purchase Agreement and assigned to the Issuer pursuant to the Trust Agreement from time to time) and the proceeds thereof and all rights under the Related Documents; (b) all funds on deposit from time to time in the Collection Account allocable to the Mortgage Loans Contracts excluding any investment income from such funds; (c) all funds on deposit from time to time in the Note Payment Account and in all proceeds thereof; (d) all rights under (i) the Mortgage Loan Asset Purchase Agreement as assigned to the Issuer, (ii) the Servicing Agreement, and (iii) any titleall rights under every Hazard Insurance Policy relating to a Manufactured Home or Mortgaged Property securing a Contract for the benefit of the creditor of such Contract, hazard and primary insurance policies with respect to the Mortgaged Properties and (iv) all documents contained in the rights with respect Contract Files and the Land-and-Home Contract Files, subject to the Cap Contractsexceptions set forth in the Initial Certification and the Final Certification delivered by the Custodian, in the forms of Exhibit A-1 and Exhibit A-2 to the Custodial Agreement, respectively; and (e) all present and future claims, demands, causes 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 and all payments on or under, 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, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing and (f) all other property of the Issuer (collectively, the "Trust Estate" or the "Collateral"). The foregoing Grant is made in trust to secure 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 trustee on behalf of the Holders of the Notes, acknowledges such GrantXxxxx, accepts the trust under this Indenture in accordance with the provisions hereof and agrees to perform its duties as Indenture Trustee as required herein.

GRANTING CLAUSE. The Issuer hereby Grants to the Indenture Trustee at Trustee, on the Closing Date, date hereof as trustee for the benefit of (i) the Holders of the NotesSeries [ ] Environmental Control Bonds, (ii) the Indenture Trustee and [(iii) each Swap Counterparty] all of the Issuer's ’s right, title and interest in and to (whether now existing owned or hereafter created by hereinafter acquired or arising) in, to and under (a) the Mortgage Loans, Qualified Substitute Mortgage Loans and Transferred Environmental Control Property transferred by the proceeds thereof Seller to the Issuer on the date hereof pursuant to the Sale Agreement and all rights under the Related Documents; proceeds thereof, (b) all funds on deposit from time to time in the Collection Account allocable to the Mortgage Loans excluding any investment income from such funds; extent related to the Series [ ] Environmental Control Bonds, the Transfer Agreement, (c) all funds on deposit from time to time in the Payment Account and in all proceeds thereof; extent related to the Series [ ] Environmental Control Bonds, the Sale Agreement, (d) all rights under (i) the Mortgage Loan Purchase Agreement as assigned Bill of Sale delivered by the Seller pursuant to the IssuerSale Agreement on the date hereof, (iie) to the extent related to the Series [ ] Environmental Control Bonds, the Servicing Agreement, (iiif) to the extent related to the Series [ ] Environmental Control Bonds, the Issuer Administrative Agreement, (g) the Collection Account for the Series [ ] Environmental Bonds and all subaccounts thereof and all cash, securities, instruments, investment property or other assets deposited in or credited to such Collection Account or any subaccount thereof from time to time or purchased with funds therefrom, [(h) any titleSwap Agreement to which the Issuer is a party, hazard and primary insurance policies with respect if any, for the Series [ ] Environmental Control Bonds ](i) all other property related to the Mortgaged Properties Series [ ] Environmental Control Bonds of whatever kind owned from time to time by the Issuer including all accounts, accounts receivable, investment property and chattel paper, (ivj) the rights with respect to the Cap Contracts; (e) extent payable to the Collection Account for the Series [ ] Environmental Control Bonds, all present and future claims, demands, causes and choses chooses in action in respect of any or all of the foregoing and (k) to the extent payable to the Collection Account for the Series [ ] Environmental Control Bonds, all payments on or under, under and all proceeds of every kind and nature whatsoever in respect of, of any or all of the foregoing and all payments on or underforegoing, and including all proceeds of every kind and nature whatsoever in 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, and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing and (f) all other property of the Issuer (collectively, the "Trust Estate" “Series [ ] Collateral”); provided (A) that the following shall not be subject to the lien of the Indenture: (i) cash or other property distributed to the "Collateral")Issuer from the Collection Account in accordance with the provisions of the Indenture, (ii) proceeds from the sale of the Series [ ] Environmental Control Bonds required to pay the purchase price of the Transferred Environmental Control Property pursuant to the Sale Agreement, as the case may be, and the costs of the issuance of the Environmental Control Bonds as set forth in the flow of funds memorandum delivered on the date hereof (together with any interest earnings thereon) and (iii) any cash released to any Swap Counterparty by the Indenture Trustee from the Tranche Subaccount related to the Tranche [ ] Environmental Control Bonds pursuant to Section 8.02(h) of the Indenture and (B) that this Grant shall be limited only to the Issuer’s right, title and interest as related to Environmental Control Property transferred on the date hereof and the Series [ ] Environmental Control Bonds and not to any Additional Issuance, including another issuance of Environmental Control Bonds. The foregoing Grant is made To have and to hold in trust to secure the payment of principal of and premium, if any, and interest on, and any other amounts owing in respect of, the NotesSeries [ ] Environmental Control Bonds, including all amounts payable to the Indenture Trustee under the Indenture and the other Basic Documents equally and ratably without prejudice, preference, priority or distinction, except as expressly provided in this Indenture and to secure compliance performance by the Issuer of all of the Issuer’s obligations under this Indenture with respect to the provisions of this IndentureSeries [ ] Environmental Control Bonds, all as provided in this Indenture. The Indenture Trustee, as trustee on behalf of the Holders of the NotesEnvironmental Control Bonds, acknowledges such GrantXxxxx, accepts the trust under this Indenture trusts hereunder in accordance with the provisions hereof and agrees to perform its duties as required in the Indenture Trustee as required hereinand in this Supplement.

GRANTING CLAUSE. The Issuer hereby Grants to the Indenture Trustee at the Closing Date, as trustee for the benefit of the Holders of the NotesBonds, all of the Issuer's right, title and interest in and to whether now existing or hereafter created by (a) the Mortgage Loans, Qualified Eligible Substitute Mortgage Loans and the proceeds thereof and all rights under the Related Documents; (b) all funds on deposit from time to time in the Collection Account allocable to the Mortgage Loans excluding any investment income from such funds; (c) all funds on deposit from time to time in the Payment Account and in all proceeds thereof; , (d) all rights under (i) the Mortgage Loan Purchase Sale and Contribution Agreement as assigned to the Issuer, (ii) the Servicing AgreementAgreement and any Subservicing Agreements, (iii) any title, hazard and primary insurance policies with respect to the Mortgaged Properties and Properties, (iv) the rights with respect to the Special Certificate Cap ContractsContract as assigned to the Issuer; and (v) the Seller Guarantee; and (e) all present and future claims, demands, causes 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 and all payments on or under, 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, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing and (f) all other property of the Issuer (collectively, the "Trust Estate" or the "Collateral"). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the NotesBonds, equally and ratably without prejudice, priority or distinction, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as trustee on behalf of the Holders of the NotesBonds, acknowledges such Grant, accepts the trust under this Indenture in accordance with the provisions hereof and agrees to perform its duties as Indenture Trustee as required herein.

GRANTING CLAUSE. The Issuer hereby Grants to the Indenture Trustee at the Closing Date, as trustee for the benefit of the Holders of the NotesBonds, all of the Issuer's right, title and interest in and to whether now existing or hereafter created by (a) the Mortgage Loans, Qualified Eligible Substitute Mortgage Loans and the proceeds thereof and all rights under the Related Documents; (b) all funds on deposit from time to time in the Collection Account allocable to the Mortgage Loans excluding any investment income from such funds; (c) all funds on deposit from time to time in the Payment Account and in all proceeds thereof; (d) all funds on deposit from time to time in each of the Group 1 Pre-Funding Account and Group 2 Pre-Funding Account and in all proceeds thereof; (e) all rights under (i) the Mortgage Loan Purchase Agreement as assigned to the Issuer, with respect to the Initial Mortgage Loans, and each Group 1 Subsequent Mortgage Loan Purchase Agreement and Group 2 Subsequent Mortgage Loan Purchase Agreement as assigned to the Issuer, with respect to the Group 1 Subsequent Mortgage Loans and Group 2 Subsequent Mortgage Loans, respectively , (ii) the Servicing AgreementAgreement and any Subservicing Agreements, (iii) any title, hazard and primary insurance policies with respect to the Mortgaged Properties and (iv) the rights with respect to the Derivative Contracts and the Special Certificate Cap ContractsContract as assigned to the Issuer; and (e) all present and future claims, demands, causes 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 and all payments on or under, 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, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing and (f) all other property of the Issuer (collectively, the "Trust Estate" or the "Collateral"). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the NotesBonds, equally and ratably without prejudice, priority or distinction, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as trustee on behalf of the Holders of the NotesBonds, acknowledges such Grant, accepts the trust under this Indenture in accordance with the provisions hereof and agrees to perform its duties as Indenture Trustee as required herein.

GRANTING CLAUSE. The Issuer hereby Grants to the Indenture Trustee at on the 201_-[__] Closing Date, as trustee Indenture Trustee for the benefit of the Holders of the Notes, without recourse, all of the Issuer's ’s right, title and interest in and to whether now existing or hereafter created by (ai) the Mortgage Loans, Qualified Substitute Mortgage Loans and the proceeds thereof and all rights under (but none of the Related Documents; obligations) of the Issuer as holder of the 201_-[__] Exchange Note, including the right of the Issuer to receive payments with respect to the 201_-[__] Exchange Note, (bii) all rights of the Issuer in the 201_-[__] Bank Accounts, all funds on deposit from time to time in the Collection Account allocable to the Mortgage Loans excluding any 201_-[__] Bank Accounts and all investments and proceeds, including all investment income earnings (net of losses and investment expenses), from such funds; (c) all funds amounts on deposit from time to time in the Payment Account and in all proceeds thereof; (d) all rights under (i) the Mortgage Loan Purchase Agreement as assigned to the Issuer, (ii) the Servicing Agreement201_-[__] Bank Accounts, (iii) any titleall rights of the Issuer under the 201_-[__] Basic Documents, hazard and primary insurance policies with respect to including its rights as assignee of the Mortgaged Properties and Transferor under the First-Tier Sale Agreement, (iv) the rights with respect to of the Cap Contracts; Issuer as third-party beneficiary of the Basic Servicing Agreement, the 201_-[__] Servicing Supplement and the 201_-[__] Exchange Note Supplement and (ev) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under, under and all proceeds of every kind and nature whatsoever in respect of, of any or all of the foregoing and all payments on or underforegoing, and including all proceeds of every kind and nature whatsoever in the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind, kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing and (f) all other property of the Issuer (collectively, the "Trust Estate" or the "“201_-[__] 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 201_-[__] Basic Documents, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as trustee on behalf of the Holders of the Notes201_-[__] Secured Parties, acknowledges such GrantGrant and the Grant by the Titling Trust under the Titling Trust Control Agreement of a security interest in the 201_-[__] Exchange Note Collection Account, accepts the trust trusts under this Indenture in accordance with the provisions hereof of this Indenture and agrees to perform its duties required in this Indenture in accordance with the terms hereof. Notwithstanding any statement to the contrary contained herein or in any other 201_-[__] Basic Document, neither the Indenture Trustee, any Holder nor other Person shall have a security interest in any funds held in connection with the Tax Owner’s Master Exchange Program in an account that is not one of the 201_-[__] Bank Accounts established pursuant to the 201_-[__] Servicing Supplement for the exclusive benefit of the Noteholders, including any funds that represent the net proceeds from the sale or other disposition of a 201_-[__] Vehicle, and no funds in any such other accounts shall be included in the Trust Estate; provided, that, so long as Indenture Trustee as required hereinan Event of Default has occurred and is continuing, the Servicer shall remit actual net proceeds from the sale or other disposition of a 201_-[__] Vehicle directly into the 201_-[__] Exchange Note Collection Account. It is the intention of the parties hereto that the preceding sentence shall satisfy the requirements of Section 1.1031(k)-1(g)(4) of the Treasury Regulations with respect to prohibiting the Tax Owner from having the right to receive, pledge, borrow or otherwise obtain the benefits of money or other property held in such other accounts.

GRANTING CLAUSE. The Issuer hereby Grants to the Indenture Trustee at the Closing Date, as trustee for the benefit of the Holders of the Notes, all of the Issuer's ’s right, title and interest in and to whether now existing or hereafter created by (a) the Mortgage Loans, Qualified Substitute Mortgage Loans and the proceeds thereof and all rights under the Related Documents; thereof, (b) all funds on deposit in the Funding Account, including all income from the investment and reinvestment of funds therein, (c) all funds on deposit from time to time in the Collection Account allocable to the Mortgage Loans excluding any investment income from such funds; (cd) all funds on deposit from time to time in the Payment Account and in all proceeds thereof; (d) all rights under (ie) the Mortgage Loan Purchase Agreement as assigned to the Issuer, (ii) the Servicing Agreement, (iii) any title, hazard and primary insurance policies with respect to the Mortgaged Properties Policy and (iv) the rights with respect to the Cap Contracts; (ef) all present and future claims, demands, causes and choses chooses in action in respect of any or all of the foregoing and all payments on or under, and all proceeds of every kind and nature whatsoever in respect of, any or all of the foregoing and all payments on or under, 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, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing and (f) all other property of the Issuer (collectively, the "“Trust Estate" ” or the "“Collateral"”). The foregoing Grant is made in trust to secure 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 trustee on behalf of the Holders of the Notes, acknowledges such GrantXxxxx, accepts the trust under this Indenture in accordance with the provisions hereof and agrees to perform its duties as Indenture Trustee as required herein.

GRANTING CLAUSE. The Issuer hereby Grants to the Indenture Trustee at the Closing Date, as trustee for the benefit of the Holders of the Notes, all of the Issuer's right, title and interest in and to whether now existing or hereafter created by (a) the Mortgage Loans, Qualified Substitute Mortgage Loans and the proceeds thereof and all rights under the Related Documents; thereof, (b) all funds on deposit in the Funding Account, including all income from the investment and reinvestment of funds therein, (c) all funds on deposit from time to time in the Collection Account allocable to the Mortgage Loans excluding any investment income from such funds; (cd) all funds on deposit from time to time in the Payment Account and in all proceeds thereof; (d) all rights under (ie) the Mortgage Loan Purchase Agreement as assigned to the Issuer, (ii) the Servicing Agreement, (iii) any title, hazard and primary insurance policies with respect to the Mortgaged Properties Policy and (iv) the rights with respect to the Cap Contracts; (ef) all present and future claims, demands, causes and choses chooses in action in respect of any or all of the foregoing and all payments on or under, and all proceeds of every kind and nature whatsoever in respect of, any or all of the foregoing and all payments on or under, 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, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing and (f) all other property of the Issuer (collectively, the "Trust Estate" or the "Collateral"). The foregoing Grant is made in trust to secure 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 trustee on behalf of the Holders of the Notes, acknowledges such Grant, accepts the trust under this Indenture in accordance with the provisions hereof and agrees to perform its duties as Indenture Trustee as required herein.

GRANTING CLAUSE. The Issuer hereby Grants to the Indenture Trustee at the Closing Date, as trustee Indenture Trustee for the benefit of the Holders of the NotesNoteholders, all of the Issuer's right, title and interest in in, to and to under, whether now owned or existing or hereafter created by acquired or arising, (a) the Mortgage Loans, Qualified Substitute Mortgage Loans and the proceeds thereof and all rights under the Related DocumentsReceivables; (b) all funds monies received thereunder on deposit from time to time in or after the Collection Account allocable to the Mortgage Loans excluding any investment income from such fundsCut-off Date; (c) all funds on deposit from time to time the security interests in the Payment Account Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Issuer in the Financed Vehicles; (d) rights to receive proceeds with respect to the Receivables from claims on any physical damage, credit life, credit disability, or other insurance policies covering Financed Vehicles or Obligors; (e) all of the rights to the 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; (d) all rights under (ig) the Mortgage Loan Purchase Agreement as assigned to the Issuer, (ii) the Sale and Servicing Agreement, ; (iiih) any title, hazard payments and primary insurance policies proceeds with respect to the Mortgaged Properties Receivables held by the Servicer; (i) all property (including the right to receive Liquidation Proceeds) securing a Receivable (other than a Receivable purchased by the Servicer or repurchased by the Seller); (j) rebates of premiums and other amounts relating to insurance policies and other items financed under the Receivables in effect as of the Cut-off Date; and (iv) the rights with respect to the Cap Contracts; (ek) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under, under and all proceeds of every kind and nature whatsoever in respect of, of any or all of the foregoing and all payments on or underforegoing, and including all proceeds of every kind and nature whatsoever in the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind, kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing and (f) all other property of the Issuer (collectively, the "Trust Estate" or the "Collateral"). The foregoing Grant is made in trust to secure 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 trustee Indenture Trustee on behalf of the Holders of the NotesNoteholders, acknowledges such Grant, accepts the trust trusts under this Indenture in accordance with the provisions hereof of this Indenture and agrees to perform its duties as required in this Indenture Trustee as required hereinto the best of its ability to the end that the interests of the Noteholders may be adequately and effectively protected.

GRANTING CLAUSE. The Issuer hereby Grants to the Indenture Trustee at on the Closing Date, as trustee on behalf of and for the benefit of the Holders of the NotesNoteholders, without recourse, all of the Issuer's ’s right, title and interest in in, to and to under, whether now owned or existing or hereafter created by (a) the Mortgage Loansacquired or arising, Qualified Substitute Mortgage Loans and the proceeds thereof and all rights under the Related Documents; (b) all funds on deposit from time to time in the Collection Account allocable to the Mortgage Loans excluding any investment income from such funds; (c) all funds on deposit from time to time in the Payment Account and in all proceeds thereof; (d) all rights under (i) the Mortgage Loan Receivables, (ii) all amounts due and collected on or in respect of the Receivables after the Cutoff Date, (iii) the security interests in the Financed Vehicles granted by the Obligors pursuant to the Receivables, (iv) all proceeds from claims on any physical damage or theft insurance policies and extended warranties covering the Financed Vehicles and any proceeds of any credit life or credit disability insurance policies relating to the Receivables, the Financed Vehicles or the Obligors, (v) the Receivable Files, (vi) the Collection Account, the Note Payment Account, the Reserve Fund and all amounts, securities, Financial Assets, investments and other property deposited in or credited to any of the foregoing and all proceeds thereof, (vii) all rights of the Depositor under the Receivables Purchase Agreement as assigned Agreement, including the right to require the Seller to repurchase Receivables from the Depositor, (viii) any proceeds of Dealer Recourse, (ix) all rights of the Issuer under the Sale and Servicing Agreement, including the right to require the Seller to repurchase or the Servicer to purchase Receivables from the Issuer, (iix) the Servicing Agreementright to realize upon any property (including the right to receive future Net Liquidation Proceeds and Recoveries) that shall have secured a Receivable and have been repossessed by or on behalf of the Issuer, (iiixi) any title, hazard all of the Issuer’s rights and primary insurance policies with respect to benefits under the Mortgaged Properties First-Tier Assignment (but none of its obligations or burdens) and (iv) the rights with respect to the Cap Contracts; (exii) 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, under and all proceeds of every kind and nature whatsoever in respect of, of any or all of the foregoing and all payments on or underforegoing, and including 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, general intangibles, chattel paper, documents, money, investment property, deposit accounts, notes, drafts, acceptances, checksletters of credit, deposit accountsletter of credit rights, Insurance Proceeds, condemnation awards, rights to payment of any and every kind, kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing and (f) all other property of the Issuer (collectively, the "Trust Estate" or the "“Collateral"”). The foregoing Grant is made in trust to secure 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 trustee on behalf of the Holders of the NotesNoteholders, acknowledges such GrantXxxxx, accepts the trust trusts under this Indenture in accordance with the provisions hereof of this Indenture and agrees to perform its duties as required in this Indenture Trustee in accordance with the terms hereof. The Issuer hereby authorizes the filing of a financing statement against the Issuer describing the Collateral as constituting all assets of the Issuer as debtor, including its present and future right, title and interest in, to and under (but not, except to the extent required hereinby law, any obligations with respect to) whether now owned or existing or hereafter arising or acquired and wheresoever located.

GRANTING CLAUSE. The Issuer hereby Grants to the Indenture Trustee at the Closing Date, as trustee on behalf of and for the benefit of the Holders of the Notes, without recourse, all of the Issuer's ’s right, title and interest in in, to and to whether now existing or hereafter created by (a) the Mortgage Loans, Qualified Substitute Mortgage Loans and the proceeds thereof and all rights under the Related Documents; (b) all funds on deposit from time to time in the Collection Account allocable to the Mortgage Loans excluding any investment income from such funds; (c) all funds on deposit from time to time in the Payment Account and in all proceeds thereof; (d) all rights under (i) the Mortgage Loan Purchase Agreement as assigned to the IssuerReceivables and all monies due thereon and received thereon on and after April 1, 2012; (ii) the Servicing Agreement, security interests in the Financed Vehicles; (iii) any title, hazard and primary proceeds of any physical damage insurance policies with respect covering the Financed Vehicles and in any proceeds of any credit life or credit disability insurance policies relating to the Mortgaged Properties and Receivables or the Obligors; (iv) any proceeds of Dealer Recourse; (v) the right to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed by or on behalf of the Issuer; (vi) all funds, and all investment property, from time to time carried in or credited to the Accounts, including the Reserve Fund Initial Deposit and the Yield Supplement Account Deposit and in all investment income and proceeds thereof; (vii) the rights with respect to of the Cap ContractsSeller under the Receivables Purchase Agreement including, but not limited to, the representations and warranties set forth in Sections 2.02 and 2.03 therein and the rights of the Issuer under the Sale and Servicing Agreement, including, but not limited to, the representations and warranties set forth in Sections 2.03 and 5.01 therein; (eviii) all present any Servicer Letter of Credit and future claims, demands, causes and choses in action in respect of any or all of the foregoing and (ix) all payments on or under, under and all proceeds of every kind and nature whatsoever in respect of, of any or all of the foregoing and all payments on or underforegoing, and including all proceeds of every kind and nature whatsoever in the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind, kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing and (f) all other property of the Issuer as each such term is defined in Section 1.01 (collectively, the "Trust Estate" or the "“Collateral"”). The foregoing Grant is made in trust to secure (i) the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, except as expressly provided in this Indenture and the Sale and Servicing Agreement and (ii) to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as trustee Indenture Trustee on behalf of the Holders of the Notes, acknowledges such GrantGxxxx, accepts the trust trusts under this Indenture in accordance with the provisions hereof of this Indenture and agrees to perform its duties as required in this Indenture Trustee as required hereinto the end that the interests of the Holders of the Notes may be adequately and effectively protected.

GRANTING CLAUSE. The Issuer hereby Grants to To secure the Indenture Trustee at the Closing Date, as trustee for the benefit timely payment of the Holders principal of, premium, if any, and interest on the Bonds and to secure the performance by the Issuer of the Notes, all of the Issuer's covenants set forth herein and in the Bonds and, on a subordinate basis, to secure the obligation to reimburse any L/C Bank and any Confirming Bank for amounts due and owing the L/C Bank under its Reimbursement Agreement or the Confirming Bank or its Confirming Reimbursement Agreement, the Issuer hereby assigns and grants to the Purchaser (during the Bank Purchase Mode) and to the Trustee (during the Weekly Mode or Flexible Mode) a security interest in, all right, title and interest of the Issuer in and to whether now existing or hereafter created by (a) the Mortgage Loansobligations of the Borrower under this Agreement, Qualified Substitute Mortgage Loans including the current and continuing right to claim, collect, receive and give receipts for all amounts payable by or receivable from the proceeds thereof Borrower under this Agreement, to bring actions and proceedings under this Agreement or for the enforcement of this Agreement and to do all rights things that the Issuer is entitled to under this Agreement, but excluding the Related Documents; Unassigned Rights, (b) all funds on deposit moneys and securities held from time to time in by the Collection Account allocable Purchaser or the Trustee, as the case may be, under this Agreement as provided herein (other than moneys and securities held to pay the Mortgage Loans excluding any investment income from such funds; purchase price of tendered Bonds under this Agreement and the Rebate Fund), and (c) all funds on deposit proceeds from time to time any property described in the Payment Account these Granting Clauses, and in all proceeds thereof; (d) all rights under (i) the Mortgage Loan Purchase Agreement as assigned to the Issuer, (ii) the Servicing Agreement, (iii) any title, hazard and primary insurance policies with respect to the Mortgaged Properties and (iv) the rights with respect to the Cap Contracts; (e) all present and future claims, demands, causes and choses in action in respect of any or all of the foregoing and all payments on or under, and all proceeds other property of every kind and nature whatsoever from time to time hereafter by delivery or by writing of any kind conveyed, mortgaged, pledged, assigned or transferred, as and for additional security hereunder, by the Issuer or by anyone on its behalf or with its written consent (the property referenced in respect of(a), (b) and (c) above being collectively referred to herein as the "Trust Estate"), to the Purchaser or the Trustee, which is hereby authorized to receive any or all of the foregoing and all payments on or under, such property at any and all proceeds times and to hold and apply the same subject to the terms hereof. TO HAVE AND TO HOLD all and singular the Trust Estate whether now owned or hereafter acquired, to the Purchaser or the Trustee and its respective successors in trust and assigns forever; IN TRUST NEVERTHELESS, upon the terms and trusts herein set forth for the equal and proportionate benefit, security and protection of every kind all present and nature whatsoever in future Bondholders issued under and secured by this Agreement without privilege, priority or distinction as to the conversion thereof, voluntary lien or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds otherwise of any of the foregoing and (f) all other property Bonds over any of the Issuer (collectivelyother Bonds and, subject to the prior interest of the holders of the Bonds, for the benefit and security of any L/C Bank to the extent of amounts owed to the L/C Bank under the Reimbursement Agreement and for the benefit and security of any Confirming Bank to the extent of amounts owed to the Confirming Bank under the Confirming Reimbursement Agreement; PROVIDED, HOWEVER, that if the Issuer, its successors or assigns, shall pay, or cause to be paid, the "Trust Estate" principal of, premium, if any, and interest on the Bonds due or to become due thereon, at the times and in the manner mentioned in the Bonds and as provided herein, or shall provide for the payment thereof in accordance with Article XVI hereof, and shall keep, perform and observe all the covenants and conditions pursuant to the terms of this Agreement to be kept, performed and observed by it, and shall pay or cause to be paid to the Purchaser 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 trustee on behalf the case may be, all sums of the Holders of the Notes, acknowledges such Grant, accepts the trust under this Indenture money due or to become due in accordance with the terms and provisions hereof hereof, and agrees all amounts due and owing any L/C Bank under its Reimbursement Agreement or any Confirming Bank under its Confirming Reimbursement Agreement shall have been paid in full, then upon such final payments or deposits, this Agreement and the rights hereby granted shall cease, terminate and be void and the Purchaser or the Trustee, as the case may be, shall thereupon cancel and discharge this Agreement and execute and deliver to perform its duties the Issuer and the Borrower such instruments in writing as Indenture Trustee as required hereinshall be requisite to evidence the discharge hereof.

GRANTING CLAUSE. The Subject to the terms of this Indenture, the Issuer hereby Grants to the Indenture Trustee at the Closing Date, as trustee Indenture Trustee for the benefit of the Holders of Noteholders and the NotesSwap Provider, all of the Issuer's Trust’s right, title and interest in and to whether now existing or hereafter created by to: (ai) the Mortgage Loans; (ii) all right, Qualified Substitute title and interest of the Issuer in the Sale and Servicing Agreement with respect to the Mortgage Loans and (including the proceeds thereof and all rights Trust’s right to cause the Sponsor to repurchase Mortgage Loans from the Issuer under the Related Documentscertain circumstances described therein); (biii) all funds on deposit from time to time in (a) the Collection Account allocable to the Mortgage Loans excluding any investment income from such funds; and (cb) all funds on deposit from time to time in the Payment Account and in all proceeds thereofAccount; (d) all rights under (i) the Mortgage Loan Purchase Agreement as assigned to the Issuer, (ii) the Servicing Agreement, (iii) any title, hazard and primary insurance policies with respect to the Mortgaged Properties and (iv) the rights with respect to the Cap ContractsSwap Agreement; (ev) all other property of the Issuer from time to time; and (vi) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under, under and all proceeds of every kind and nature whatsoever in respect of, of any or all of the foregoing and all payments on or underforegoing, and including all proceeds of every kind and nature whatsoever in the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind, kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing and (f) all other property of the Issuer (collectively, the "Trust Estate" or the "“Collateral"”). The foregoing Grant is made in trust to secure 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 trustee Indenture Trustee on behalf of the Holders holders of the NotesNotes and the Swap Provider, acknowledges such the foregoing Grant, accepts the trust under this Indenture trusts hereunder in accordance with the provisions hereof good faith and without notice of any adverse claim or liens and agrees to perform its duties required in this Indenture as specifically set forth herein to the end that the interests of the holders of the related Notes may be adequately and effectively protected. The Indenture Trustee as required hereinagrees and acknowledges that each item of Collateral that is physically delivered to the Indenture Trustee will be held by the Indenture Trustee in California.

GRANTING CLAUSE. The Issuer Issuing Entity hereby Grants to the Indenture Trustee at the Closing Date, as trustee for the benefit of the Holders of the Notes, all of the Issuer's Issuing Entity’s right, title and interest interest, whether now owned or hereafter acquired, in and to whether now existing or hereafter created by (a) the Mortgage Loans, Qualified Substitute Mortgage Loans and the proceeds thereof Receivables and all rights under moneys due thereon on or after the Related DocumentsCut-off Date; (b) the security interests in the Financed Equipment granted by Obligors pursuant to the Receivables and any other interest of the Issuing Entity in the Financed Equipment; (c) any proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Equipment or Obligors; (d) the Purchase Agreement, including the right assigned to the Issuing Entity to cause JDCC to repurchase Receivables from the Seller under certain circumstances; (e) all funds on deposit from time to time in the Collection Trust Accounts, including the Reserve Account allocable to the Mortgage Loans excluding any investment income from such funds; (c) all funds on deposit from time to time in the Payment Account Initial Deposit, and in all investments and proceeds thereofthereof (including all income thereon); (df) the Sale and Servicing Agreement (including all rights of the Seller under (i) the Mortgage Loan Purchase Agreement as assigned to the Issuer, (ii) Issuing Entity pursuant to the Sale and Servicing Agreement, (iii) any title, hazard and primary insurance policies with respect to the Mortgaged Properties ); and (iv) the rights with respect to the Cap Contracts; (eg) all present and future claims, demands, causes and choses in action in respect of any or all of the foregoing and all payments on or under, under and all proceeds of every kind and nature whatsoever in respect of, of any or all of the foregoing and all payments on or underforegoing, and including all proceeds of every kind and nature whatsoever in the conversion thereofconversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind, kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing and (f) all other property of the Issuer (collectively, the "Trust Estate" or “Collateral”). This Indenture shall constitute a security agreement for purposes of the "Collateral")Uniform Commercial Code as in effect in the States of New York and Delaware on the date hereof. The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, distinction and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as trustee Indenture Trustee on behalf of the Holders of the Notes, acknowledges such Grant, and accepts the trust trusts under this Indenture in accordance with the provisions hereof of this Indenture for the use and agrees to perform its duties as Indenture Trustee as required hereinbenefit of such Holders.

GRANTING CLAUSE. The Issuer hereby Grants to the Indenture Trustee at the Closing Date, as trustee on behalf of and for the benefit of the Holders of the Notes, without recourse, all of the Issuer's ’s right, title and interest in in, to and to whether now existing or hereafter created by (a) the Mortgage Loans, Qualified Substitute Mortgage Loans and the proceeds thereof and all rights under the Related Documents; (b) all funds on deposit from time to time in the Collection Account allocable to the Mortgage Loans excluding any investment income from such funds; (c) all funds on deposit from time to time in the Payment Account and in all proceeds thereof; (d) all rights under (i) the Mortgage Loan Purchase Agreement as assigned to the IssuerReceivables and all monies due thereon and received thereon on and after October 1, 2013; (ii) the Servicing Agreement, security interests in the Financed Vehicles; (iii) any title, hazard and primary proceeds of any physical damage insurance policies with respect covering the Financed Vehicles and in any proceeds of any credit life or credit disability insurance policies relating to the Mortgaged Properties and Receivables or the Obligors; (iv) any proceeds of Dealer Recourse; (v) the right to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed by or on behalf of the Issuer; (vi) all funds, and all investment property, from time to time carried in or credited to the Accounts, including the Reserve Fund Initial Deposit and the Yield Supplement Account Deposit and in all investment income and proceeds thereof; (vii) the rights with respect to of the Cap ContractsSeller under the Receivables Purchase Agreement including, but not limited to, the representations and warranties set forth in Sections 2.02 and 2.03 therein and the rights of the Issuer under the Sale and Servicing Agreement, including, but not limited to, the representations and warranties set forth in Sections 2.03 and 5.01 therein; (eviii) all present any Servicer Letter of Credit and future claims, demands, causes and choses in action in respect of any or all of the foregoing and (ix) all payments on or under, under and all proceeds of every kind and nature whatsoever in respect of, of any or all of the foregoing and all payments on or underforegoing, and including all proceeds of every kind and nature whatsoever in the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind, kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing and (f) all other property of the Issuer as each such term is defined in Section 1.01 (collectively, the "Trust Estate" or the "“Collateral"”). The foregoing Grant is made in trust to secure (i) the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, except as expressly provided in this Indenture and the Sale and Servicing Agreement and (ii) to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as trustee Indenture Trustee on behalf of the Holders of the Notes, acknowledges such GrantGxxxx, accepts the trust trusts under this Indenture in accordance with the provisions hereof of this Indenture and agrees to perform its duties as required in this Indenture Trustee as required hereinto the end that the interests of the Holders of the Notes may be adequately and effectively protected.

GRANTING CLAUSE. The Issuer hereby Grants to the Indenture Trustee at the Closing Date, as trustee on behalf of and for the benefit of the Holders of the NotesNotes and the Swap Counterparties, without recourse, subject to the terms of this Indenture and the other Transaction Documents, a continuing security interest and lien on all of the Issuer's ’s right, title and interest in and to whether now existing all accounts, cash and currency, chattel paper, tangible chattel paper, electronic chattel paper, copyrights, copyright licenses, equipment, fixtures, general intangibles, instruments, commercial tort claims, deposit accounts, inventory, investment property, letter–of–credit rights, software, supporting obligations, accessions, and other property consisting of, arising out of, or hereafter created by related to (ai) the Mortgage Loans, Qualified Substitute Mortgage Loans and the proceeds thereof and all rights under the Related Documents; (b) all funds on deposit other assets included or to be included from time to time in the Collection Account allocable to Loan Assets, whether now existing or hereafter arising or acquired, other than the Mortgage Loans excluding any investment income from such funds; (c) all funds on deposit Retained Interest, if any, as it may exist from time to time in the Payment Account and in all proceeds thereof; (d) all rights under (i) the Mortgage Loan Purchase Agreement as assigned to the Issuer, (ii) the Servicing Agreement, (iii) any title, hazard and primary insurance policies with respect to the Mortgaged Properties and (iv) the rights with respect to the Cap Contracts; (e) all present and future claims, demands, causes 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, under any or all of the foregoing and all payments on or under, 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, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing and (f) all other property of the Issuer Swap (collectively, the "Trust Estate" or the "“Indenture 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 distinctiondistinction and all other sums owing by the Issuer hereunder or under any other Transaction Document or under any Swap Transaction, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as trustee Indenture Trustee on behalf of the Holders of the NotesNotes and on behalf of the Swap Counterparties, acknowledges such Grant, accepts the trust under this Indenture in accordance with the provisions hereof of this Indenture and agrees to perform its duties as required in this Indenture Trustee as required hereinto the best of its ability.

GRANTING CLAUSE. The Issuer hereby Grants to the Indenture Trustee at the Closing Date, as trustee on behalf of and for the benefit of the Holders of the Notes, without recourse, all of the Issuer's right, title and interest in in, to and to whether now existing or hereafter created by (a) the Mortgage Loans, Qualified Substitute Mortgage Loans and the proceeds thereof and all rights under the Related Documents; (b) all funds on deposit from time to time in the Collection Account allocable to the Mortgage Loans excluding any investment income from such funds; (c) all funds on deposit from time to time in the Payment Account and in all proceeds thereof; (d) all rights under (i) the Mortgage Loan Purchase Agreement as assigned to the IssuerReceivables and all monies due thereon and received thereon on and after [____ __, ____]; (ii) the Servicing Agreement, security interests in the Financed Vehicles; (iii) any title, hazard and primary proceeds of any physical damage insurance policies with respect covering the Financed Vehicles and in any proceeds of any credit life or credit disability insurance policies relating to the Mortgaged Properties and Receivables or the Obligors; (iv) any proceeds of Dealer Recourse; (v) the right to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed by or on behalf of the Issuer; (vi) all funds, and all investment property, from time to time carried in or credited to the Accounts, including the Reserve Fund Initial Deposit and the Yield Supplement Account Deposit and in all investment income and proceeds thereof; (vii) the rights with respect to of the Cap ContractsSeller under the Receivables Purchase Agreement and the rights of the Issuer under the Sale and Servicing Agreement; (eviii) all present any Servicer Letter of Credit; and future claims, demands, causes and choses in action in respect of any or all of the foregoing and (ix) all payments on or under, under and all proceeds of every kind and nature whatsoever in respect of, of any or all of the foregoing and all payments on or underforegoing, and including all proceeds of every kind and nature whatsoever in the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind, kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing and (f) all other property of the Issuer as each such term is defined in Section 1.01 (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 trustee Indenture Trustee on behalf of the Holders of the Notes, acknowledges such Grant, accepts the trust trusts under this Indenture in accordance with the provisions hereof of this Indenture and agrees to perform its duties as required in this Indenture Trustee as required hereinto the best of its ability to the end that the interests of the Holders of the Notes may be adequately and effectively protected.

GRANTING CLAUSE. The Issuer Issuing Entity hereby Grants to the Indenture Trustee at the Closing Date, as trustee for the benefit of the Holders of the Notes, all of the IssuerIssuing Entity's right, title and interest in and to whether now existing or hereafter created by (a) the Mortgage Loans, Qualified Substitute Mortgage Loans and the proceeds thereof and all rights under the Related Documents; thereof, (b) all funds on deposit in the Funding Account, including all income from the investment and reinvestment of funds therein, (c) all funds on deposit from time to time in the Collection Account allocable to the Mortgage Loans excluding any investment income from such funds; (cd) all funds on deposit from time to time in the Payment Account and in all proceeds thereof; (d) all rights under (ie) the Mortgage Loan Purchase Agreement as assigned to the Issuer, (ii) the Servicing Agreement, (iii) any title, hazard and primary insurance policies with respect to the Mortgaged Properties Policy and (iv) the rights with respect to the Cap Contracts; (ef) all present and future claims, demands, causes and choses chooses in action in respect of any or all of the foregoing and all payments on or under, and all proceeds of every kind and nature whatsoever in respect of, any or all of the foregoing and all payments on or under, 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, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing and (f) all other property of the Issuer (collectively, the "Trust Estate" or the "Collateral"). The foregoing Grant is made in trust to secure 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 trustee on behalf of the Holders of the Notes, acknowledges such GrantXxxxx, accepts the trust under this Indenture in accordance with the provisions hereof and agrees to perform its duties as Indenture Trustee as required herein.

GRANTING CLAUSE. The Issuer hereby Grants to the Indenture Trustee at the Closing Date, as trustee Indenture Trustee for the benefit of the Holders of the Notes, all of the Issuer's right, title and interest in and to whether now existing or hereafter created by (a) the Mortgage Loans, Qualified Substitute Mortgage Loans and all monies and proceeds due thereon after the proceeds thereof and all rights under the Related Documents; Cut-off Date, (b) the Servicing Agreement and the Mortgage Loan Purchase Agreement, (c) all funds on deposit in the Funding Account, including all income from the investment and reinvestment of funds therein, (d) all funds on deposit from time to time in the Collection Account allocable to the Mortgage Loans excluding any investment income from such fundsLoans; (ce) all funds on deposit from time to time in the Payment Account and in all proceeds thereof; (d) all rights under (if) the Mortgage Loan Purchase Agreement as assigned to the Issuer, (ii) the Servicing Agreement, (iii) any title, hazard and primary insurance policies with respect to the Mortgaged Properties Policy; and (iv) the rights with respect to the Cap Contracts; (eg) all present and future claims, demands, causes and choses chooses in action in respect of any or all of the foregoing and all payments on or under, and all proceeds of every kind and nature whatsoever in respect of, any or all of the foregoing and all payments on or under, 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, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing and (f) all other property of the Issuer (collectively, the "Trust Estate" or the "Collateral"). The foregoing Grant is made in trust to secure 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 trustee Indenture Trustee on behalf of the Holders of the Notes, acknowledges such GrantXxxxx, accepts the trust under this Indenture in accordance with the provisions hereof and agrees to perform its duties as Indenture Trustee as required herein.

GRANTING CLAUSE. The Issuer hereby Grants to the Indenture Trustee at the Closing Date, as trustee Indenture Trustee for the benefit of the Holders of the NotesNoteholders, all of the Issuer's right, title and interest in in, to and to under, whether now owned or existing or hereafter created by acquired or arising, (a) the Mortgage Loans, Qualified Substitute Mortgage Loans and the proceeds thereof and all rights under the Related DocumentsReceivables; (b) all funds monies received thereunder on deposit from time to time in or after the Collection Account allocable to the Mortgage Loans excluding any investment income from such fundsCut-off Date; (c) all funds on deposit from time to time the security interests in the Payment Account Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Issuer in the Financed Vehicles; (d) rights to receive proceeds with respect to the Receivables from claims on any theft, physical damage, credit life, credit disability, or other insurance policies covering Financed Vehicles or Obligors; (e) all of the rights to the 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; (d) all rights under (ig) the Mortgage Loan Purchase Agreement as assigned to the Issuer, (ii) the Sale and Servicing Agreement, ; (iiih) any title, hazard payments and primary insurance policies proceeds with respect to the Mortgaged Properties Receivables held by the Servicer; (i) all property (including the right to receive Liquidation Proceeds) securing a Receivable (other than a Receivable purchased by the Servicer or repurchased by the Seller); (j) rebates of premiums and other amounts relating to insurance policies and other items financed under the Receivables in effect as of the Cut-off Date; and (iv) the rights with respect to the Cap Contracts; (ek) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under, under and all proceeds of every kind and nature whatsoever in respect of, of any or all of the foregoing and all payments on or underforegoing, and including all proceeds of every kind and nature whatsoever in the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind, kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing and (f) all other property of the Issuer (collectively, the "Trust Estate" or the "Collateral"). The foregoing Grant is made in trust to secure 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 Trustee, as trustee Indenture Trustee on behalf of the Holders of the NotesNoteholders, acknowledges such Grant, accepts the trust trusts under this Indenture in accordance with the provisions hereof of this Indenture and agrees to perform its duties as required in this Indenture Trustee as required hereinto the best of its ability to the end that the interests of the Noteholders may be adequately and effectively protected.

GRANTING CLAUSE. The Issuer and the Owner Trustee hereby Grants Grant to the Indenture Trustee at the Closing Date, as trustee for the benefit of the Holders of the Notes, all of the Issuer's and the Owner Trustee's right, title and interest in and to whether now existing or hereafter created by (a) the Mortgage Home Loans, Qualified Substitute Mortgage Loans and the proceeds thereof and all rights under the Related Documents; (b) all funds on deposit from time to time in the Collection Account allocable to the Mortgage Loans excluding any investment income from such funds; (c) all funds on deposit from time to time in the Payment Account and in all proceeds thereof; (dc) all rights under (i) property securing the Mortgage Loan Purchase Agreement as assigned to payment or performance of the Issuer, (ii) Home Loans and all supporting obligations for the Servicing Agreement, (iii) any title, hazard and primary insurance policies with respect to the Mortgaged Properties Home Loans; and (iv) the rights with respect to the Cap Contracts; (ed) all present and future claims, demands, causes 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 and all payments on or under, 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, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing and (f) all other property of the Issuer (collectively, the "Trust Estate" or the "Collateral"). The foregoing Grant is made in trust to secure 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 foregoing Grant shall inure to the benefit of the Credit Enhancer in respect of draws made on the Credit Enhancement Instrument and amounts owing from time to time pursuant to the Insurance Agreement (regardless of whether such amounts relate to the Notes or the Certificates), and such Grant shall continue in full force and effect for the benefit of the Credit Enhancer until all such amounts owing to it have been repaid in full. The Indenture Trustee, as trustee on behalf of the Holders of the Notes, : (i) acknowledges such Grant, (ii) accepts the trust under this Indenture in accordance with the provisions hereof and hereof, (iii) agrees to perform its duties as Indenture Trustee as required hereinherein and (iv) acknowledges receipt of the Credit Enhancement Instrument and shall hold such Credit Enhancement Instrument in accordance with the terms of this Indenture for the benefit of the Holders of the Notes.

GRANTING CLAUSE. The Issuer hereby Grants to the Indenture Trustee at Trustee, on the Closing Date, date hereof as trustee for the benefit of (i) the Holders of the NotesSeries [ ] Environmental Control Bonds, (ii) the Indenture Trustee and [(iii) each Swap Counterparty] all of the Issuer's ’s right, title and interest in and to (whether now existing owned or hereafter created by hereinafter acquired or arising) in, to and under (a) the Mortgage Loans, Qualified Substitute Mortgage Loans and Transferred Environmental Control Property transferred by the proceeds thereof Seller to the Issuer on the date hereof pursuant to the Sale Agreement and all rights under the Related Documents; proceeds thereof, (b) all funds on deposit from time to time in the Collection Account allocable to the Mortgage Loans excluding any investment income from such funds; extent related to the Series [ ] Environmental Control Bonds, the Transfer Agreement, (c) all funds on deposit from time to time in the Payment Account and in all proceeds thereof; extent related to the Series [ ] Environmental Control Bonds, the Sale Agreement, (d) all rights under (i) the Mortgage Loan Purchase Agreement as assigned Bill of Sale delivered by the Seller pursuant to the IssuerSale Agreement on the date hereof, (iie) to the extent related to the Series [ ] Environmental Control Bonds, the Servicing Agreement, (iiif) to the extent related to the Series [ ] Environmental Control Bonds, the Issuer Administrative Agreement, (g) the Collection Account for the Series [ ] Environmental Bonds and all subaccounts thereof and all cash, securities, instruments, investment property or other assets deposited in or credited to such Collection Account or any subaccount thereof from time to time or purchased with funds therefrom, [(h) any titleSwap Agreement to which the Issuer is a party, hazard and primary insurance policies with respect if any, for the Series [ ] Environmental Control Bonds ](i) all other property related to the Mortgaged Properties Series [ ] Environmental Control Bonds of whatever kind owned from time to time by the Issuer including all accounts, accounts receivable, investment property and chattel paper, (ivj) the rights with respect to the Cap Contracts; (e) extent payable to the Collection Account for the Series [ ] Environmental Control Bonds, all present and future claims, demands, causes and choses chooses in action in respect of any or all of the foregoing and (k) to the extent payable to the Collection Account for the Series [ ] Environmental Control Bonds, all payments on or under, under and all proceeds of every kind and nature whatsoever in respect of, of any or all of the foregoing and all payments on or underforegoing, and including all proceeds of every kind and nature whatsoever in 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, and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing and (f) all other property of the Issuer (collectively, the "Trust Estate" “Series [ ] Collateral”); provided (A) that the following shall not be subject to the lien of the Indenture: (i) cash or other property distributed to the "Collateral")Issuer from the Collection Account in accordance with the provisions of the Indenture, (ii) proceeds from the sale of the Series [ ] Environmental Control Bonds required to pay the purchase price of the Transferred Environmental Control Property pursuant to the Sale Agreement, as the case may be, and the costs of the issuance of the Environmental Control Bonds as set forth in the flow of funds memorandum delivered on the date hereof (together with any interest earnings thereon) and (iii) any cash released to any Swap Counterparty by the Indenture Trustee from the Tranche Subaccount related to the Tranche [ ] Environmental Control Bonds pursuant to Section 8.02(h) of the Indenture and (B) that this Grant shall be limited only to the Issuer’s right, title and interest as related to Environmental Control Property transferred on the date hereof and the Series [ ] Environmental Control Bonds and not to any Additional Issuance, including another issuance of Environmental Control Bonds. The foregoing Grant is made To have and to hold in trust to secure the payment of principal of and premium, if any, and interest on, and any other amounts owing in respect of, the NotesSeries [ ] Environmental Control Bonds, including all amounts payable to the Indenture Trustee under the Indenture and the other Basic Documents equally and ratably without prejudice, preference, priority or distinction, except as expressly provided in this Indenture and to secure compliance performance by the Issuer of all of the Issuer’s obligations under this Indenture with respect to the provisions of this IndentureSeries [ ] Environmental Control Bonds, all as provided in this Indenture. The Indenture Trustee, as trustee on behalf of the Holders of the NotesEnvironmental Control Bonds, acknowledges such GrantGxxxx, accepts the trust under this Indenture trusts hereunder in accordance with the provisions hereof and agrees to perform its duties as required in the Indenture Trustee as required hereinand in this Supplement.

GRANTING CLAUSE. The Note Issuer hereby Grants to the Indenture Note Trustee at the Closing Issuance Date, as trustee Note Trustee for the benefit of the Holders of the NotesNotes and the Note Trustee, all of the Note Issuer's ’s right, title and interest in and to whether now existing or hereafter created by (a) the Mortgage Loans, Qualified Substitute Mortgage Loans and Transition Property transferred by the proceeds thereof Seller to the Note Issuer pursuant to the Sale Agreement and all rights under the Related Documents; proceeds thereof, (b) all funds on deposit from time to time in the Collection Account allocable to the Mortgage Loans excluding any investment income from such funds; Statutory Lien, (c) all funds on deposit from time to time in the Payment Account and in all proceeds thereof; Sale Agreement, (d) all rights under (i) the Mortgage Loan Purchase Agreement as assigned to the Issuer, (ii) the Servicing Agreement, (iiie) any titlethe Administration Agreement, hazard (f) the Collection Account (including all subaccounts thereof) and primary insurance policies all amounts or investment property on deposit therein or credited thereto from time to time, (g) all other property of whatever kind owned from time to time by the Note Issuer, including accounts, general intangibles, equipment and inventory, (h) the security interest with respect to the Mortgaged Properties and (iv) Transition Property granted by the rights with respect Seller to the Cap Contracts; Note Issuer in the Sale Agreement, (ei) all present and future claims, demands, causes and choses in action in respect of any or all of the foregoing and all payments on or under, under and all proceeds of every kind and nature whatsoever in respect of, of any or all of the foregoing and all payments on or underforegoing, and including 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, and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing and (fj) all other property proceeds of the Issuer foregoing (collectively, the "Trust Estate" “Collateral”; it being understood that the following do not constitute Collateral: (i) amounts required to be released pursuant to or contemplated in the "Collateral"terms hereof, including net investment earnings on the Capital Subaccount that are required to be released to the Note Issuer pursuant to Article VIII and (ii) proceeds from the sale of the Notes required to pay the purchase price of the Transition Property paid pursuant to the Sale Agreement and the costs of issuance with respect to the Notes or an allocable portion of the Certificates as set forth on the flow of funds memorandum delivered on the Issuance Date (together with any interest earnings thereon), it being understood that such amounts described in clauses (i) and (ii) above shall not be subject to Section 3.19. The foregoing Grant is Grants are made to the Note Trustee in trust to secure the payment of principal of and of, interest on, and any all other amounts (which shall include all amounts payable to the Note Trustee under this Note Indenture, the Certificate Indenture, the Fee and Indemnity Agreement and the other Basic Documents) owing in respect of, the Notes, including all amounts payable to the Note Trustee, the Certificate Trustee and the Delaware Trustee under this Note Indenture, the Certificate Indenture, the Fee and Indemnity Agreement and the other Basic Documents (collectively, the “Secured Obligations”), equally and ratably without prejudice, priority or distinction, except as expressly provided in this Note Indenture, and to secure compliance with the provisions of this IndentureNote Indenture with respect to the Notes, all as provided in this Note Indenture. This Note Indenture constitutes a security agreement within the meaning of the UCC or the Statute to the extent that, under Massachusetts law, the provisions of the UCC or the Statute are applicable hereto. The Indenture Note Trustee, as trustee on behalf of the Holders of the NotesNotes and as agent for itself, acknowledges such GrantGrants, accepts the trust under this Indenture trusts hereunder in accordance with the provisions hereof and agrees to perform its duties herein required. AND IT IS HEREBY COVENANTED, DECLARED AND AGREED between the parties hereto that all Notes are to be issued, countersigned and delivered and that all of the Collateral is to be held and applied, subject to the further covenants, conditions, releases, uses and trusts hereinafter set forth, and the Note Issuer, for itself and any successor, does hereby covenant and agree to and with the Note Trustee and its successors in said trust, for the benefit of the Holders and the Note Trustee, as Indenture Trustee as required herein.follows:

GRANTING CLAUSE. The Issuer hereby Grants to the Indenture Trustee at on the Closing Date, as trustee on behalf of and for the benefit of the Holders of the NotesNoteholders, without recourse, all of the Issuer's ’s right, title and interest in in, to and to under such assets, whether now owned or existing or hereafter created by (a) the Mortgage Loansacquired or arising, Qualified Substitute Mortgage Loans and the proceeds thereof and all rights under the Related Documents; (b) all funds on deposit from time to time in the Collection Account allocable to the Mortgage Loans excluding any investment income from such funds; (c) all funds on deposit from time to time in the Payment Account and in all proceeds thereof; (d) all rights under (i) the Mortgage Loan Receivables, (ii) all amounts due and collected on or in respect of the Receivables after the Cutoff Date, (iii) the security interests in the Financed Vehicles granted by the Obligors pursuant to the Receivables, (iv) all proceeds from claims on any physical damage or theft insurance policies and extended warranties covering the Financed Vehicles and any proceeds of any credit life or credit disability insurance policies relating to the Receivables, the Financed Vehicles or the Obligors, (v) the Receivable Files, (vi) the Collection Account, the Note Payment Account, the Reserve Fund and all amounts, securities, Financial Assets, investments and other property deposited in or credited to any of the foregoing and all proceeds thereof, (vii) all rights of the Depositor under the Receivables Purchase Agreement as assigned Agreement, including the right to require the Seller to repurchase certain Receivables from the Depositor, (viii) any proceeds of Dealer Recourse, (ix) all rights of the Issuer under the Sale and Servicing Agreement, including the right to require the Seller to repurchase or the Servicer to purchase certain Receivables from the Issuer, (iix) the Servicing Agreementright to realize upon any property (including the right to receive future Net Liquidation Proceeds and Recoveries) that shall have secured a Receivable and have been repossessed by or on behalf of the Issuer, (iiixi) any title, hazard all of the Issuer’s rights and primary insurance policies with respect to benefits under the Mortgaged Properties First-Tier Assignment (but none of its obligations or burdens) and (iv) the rights with respect to the Cap Contracts; (exii) 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, under and all proceeds of every kind and nature whatsoever in respect of, of any or all of the foregoing and all payments on or underforegoing, and including 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, general intangibles, chattel paper, documents, money, investment property, deposit accounts, notes, drafts, acceptances, checksletters of credit, deposit accountsletter of credit rights, Insurance Proceeds, condemnation awards, rights to payment of any and every kind, kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing and (f) all other property of the Issuer (collectively, the "Trust Estate" or the "“Collateral"”). The foregoing Grant is made in trust to secure 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 trustee on behalf of the Holders of the NotesNoteholders, acknowledges such GrantXxxxx, accepts the trust trusts under this Indenture in accordance with the provisions hereof of this Indenture and agrees to perform its duties as required in this Indenture Trustee in accordance with the terms hereof. The Issuer hereby authorizes the filing of a financing statement against the Issuer describing the Collateral as constituting all assets of the Issuer as debtor, including its present and future right, title and interest in, to and under (but not, except to the extent required hereinby law, any obligations with respect to) such assets whether now owned or existing or hereafter arising or acquired and wheresoever located.

GRANTING CLAUSE. The Issuer hereby Grants to the Indenture Trustee at on the Closing Date, as trustee for the benefit of the Holders of the Notes, all of the Issuer's right, title and interest in and to whether now existing or hereafter created by (a) the Mortgage Loans, Qualified Substitute Mortgage Loans and the proceeds thereof and all rights under the Related Documents; thereof, (b) all funds on deposit in the Funding Account, including all income from the investment and reinvestment of funds therein, (c) all funds on deposit from time to time in the Collection Account allocable to the Mortgage Loans excluding any investment income from such funds; (cd) all funds on deposit from time to time in the Payment Account and in all proceeds thereof; (d) all rights under (ie) the Mortgage Loan Purchase Agreement as assigned to the Issuer, (ii) the Servicing Agreement, (iii) any title, hazard and primary insurance policies with respect to the Mortgaged Properties Policy and (iv) the rights with respect to the Cap Contracts; (ef) all present and future claims, demands, causes and choses chooses in action in respect of any or all of the foregoing and all payments on or under, and all proceeds of every kind and nature whatsoever in respect of, any or all of the foregoing and all payments on or under, 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, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing and (f) all other property of the Issuer (collectively, the "Trust Estate" or the "Collateral"). The foregoing Grant is made in trust to secure 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 trustee on behalf of the Holders of the Notes, acknowledges such Grant, accepts the trust under this Indenture in accordance with the provisions xxxxxsions hereof and agrees to perform its duties as Indenture Trustee as required herein.

GRANTING CLAUSE. The Issuer hereby Grants to the Indenture Trustee at the Closing Date, as trustee Indenture Trustee for the benefit of the Holders of the Notes, all of the Issuer's ’s right, title and interest in and to to, whether now owned or hereafter acquired, now existing or hereafter created by arising and wherever located (a) the Mortgage Loans, Qualified Substitute Mortgage Loans and the proceeds thereof Receivables listed on Schedule A and all rights under moneys received thereon on or after the Related DocumentsCutoff Date; (b) the security interests in the Financed Vehicles and any accessions thereto granted by Obligors pursuant to the Receivables and any other interest of the Depositor in such Financed Vehicles; (c) any Liquidation Proceeds and any other proceeds from claims on any physical damage, credit, life or disability insurance policies covering Financed Vehicles or the related Obligors, including any vendor’s single interest or other collateral protection insurance policy; (d) any property that shall have secured a Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer, or the Issuer; (e) all funds on deposit documents and other items contained in the Receivable Files; (f) the Sale and Servicing Agreement including all of the Depositor’s rights, but none of its obligations, under the Receivables Purchase Agreement assigned to the Issuer pursuant to the Sale and Servicing Agreement; (g) all right, title and interest in the Trust Accounts, all funds, securities or other assets credited from time to time in the Collection Account allocable to the Mortgage Loans excluding any investment income from such fundsTrust Accounts and all investments therein and proceeds thereof (including all Investment Earnings thereon); (ch) all funds on deposit any proceeds from time any Receivable repurchased by a Dealer pursuant to time in the Payment Account a Dealer Agreement; and in all proceeds thereof; (d) all rights under (i) the Mortgage Loan Purchase Agreement as assigned to the Issuer, (ii) the Servicing Agreement, (iii) any title, hazard and primary insurance policies with respect to the Mortgaged Properties and (iv) the rights with respect to the Cap Contracts; (e) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under, under and all proceeds of every kind and nature whatsoever in respect of, of any or all of the foregoing and all payments on or underforegoing, and including all proceeds of every kind and nature whatsoever in the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind, kind and other forms of obligations and receivables, instruments and other property which that at any time constitute all or part of or are included in the proceeds of any of the foregoing and (f) all other property of the Issuer (collectively, the "Trust Estate" or the "“Collateral"”). The foregoing Grant is made in trust to secure (i) the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, and (ii) to secure compliance with the provisions of this Indenture, all as provided in this Indenture. (2016-B Indenture) Without limiting the foregoing Grant, any Receivable repurchased or purchased by the Seller or the Servicer pursuant to Section 3.03 or Section 4.07, as applicable, of the Sale and Servicing Agreement or repurchased or purchased by the Seller pursuant to Section 7.02 of the Receivables Purchase Agreement shall be deemed to be automatically released from the lien of this Indenture without any action being taken by the Indenture Trustee upon payment by the Seller or the Servicer, as applicable, of the related Purchased Amount for such Purchased Receivable. The Indenture Trustee, as trustee on behalf of the Holders of the Notes, acknowledges such Grant, accepts the trust trusts under this Indenture in accordance with the provisions hereof of this Indenture and agrees to perform its duties as required in this Indenture Trustee as required hereinto the best of its ability to the end that the interests of the Holders of the Notes may be adequately and effectively protected.

GRANTING CLAUSE. The Issuer hereby Grants to the Indenture Trustee at on the Closing Date, as trustee on behalf of and for the benefit of the Holders of the NotesNoteholders, without recourse, all of the Issuer's ’s right, title and interest in, to and under the following assets, in and to each case, whether now owned or existing or hereafter created by (a) the Mortgage Loansacquired or arising, Qualified Substitute Mortgage Loans and the proceeds thereof and all rights under the Related Documents; (b) all funds on deposit from time to time in the Collection Account allocable to the Mortgage Loans excluding any investment income from such funds; (c) all funds on deposit from time to time in the Payment Account and in all proceeds thereof; (d) all rights under (i) the Mortgage Loan Receivables, (ii) all amounts due and collected on or in respect of the Receivables after the Cutoff Date, (iii) the security interests (including in the Financed Equipment) granted by the Obligors pursuant to the Receivables, (iv) all proceeds from claims on any insurance policies relating to the Receivables, the Financed Equipment or the Obligors, (v) the Receivable Files, (vi) the Collection Account, the Note Payment Account, the Reserve Fund and all amounts, securities, Financial Assets, investments and other property deposited in or credited to any of the foregoing and all proceeds thereof, (vii) all rights of the Depositor under the Receivables Purchase Agreement as assigned Agreement, including the right to require the Seller to repurchase certain Receivables from the Depositor, (viii) all rights of the Issuer under the Sale and Servicing Agreement, including the right to require the Seller to repurchase or the Servicer to purchase certain Receivables from the Issuer, (iiix) the Servicing Agreementright to realize upon any property (including the right to receive future Net Liquidation Proceeds and Recoveries) that shall have secured a Receivable and have been repossessed by or on behalf of the Issuer, (iiix) any title, hazard all of the Issuer’s rights and primary insurance policies with respect to benefits under the Mortgaged Properties First-Tier Assignment (but none of its obligations or burdens) and (iv) the rights with respect to the Cap Contracts; (exi) 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, under and all proceeds of every kind and nature whatsoever in respect of, of any or all of the foregoing and all payments on or underforegoing, and including 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, general intangibles, chattel paper, documents, money, investment property, deposit accounts, notes, drafts, acceptances, checksletters of credit, deposit accountsletter of credit rights, Insurance Proceeds, condemnation awards, rights to payment of any and every kind, kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing and (f) all other property of the Issuer (collectively, the "Trust Estate" or the "“Collateral"”). The foregoing Grant is made in trust to secure 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 trustee on behalf of the Holders of the NotesNoteholders, acknowledges such GrantXxxxx, accepts the trust trusts under this Indenture in accordance with the provisions hereof of this Indenture and agrees to perform its duties as required in this Indenture Trustee in accordance with the terms hereof. The Issuer hereby authorizes the filing of a financing statement against the Issuer describing the Collateral as constituting all assets of the Issuer as debtor, including its present and future right, title and interest in, to and under (but not, except to the extent required hereinby law, any obligations with respect to) such assets whether now owned or existing or hereafter arising or acquired and wheresoever located.

GRANTING CLAUSE. The Issuer Issuing Entity hereby Grants to the Indenture Trustee at the Closing Date, as trustee for the benefit of the Holders of the Notes, all of the Issuer's Issuing Entity’s right, title and interest in and to whether now existing or hereafter created by (a) the Mortgage Loans, Qualified Substitute Mortgage Loans and the proceeds thereof and all rights under the Related Documents; (b) all funds on deposit from time to time in the Collection Account allocable to the Mortgage Loans excluding any investment income from such funds; (c) all funds on deposit from time to time in the Payment Account and in all proceeds thereof; (d) all rights under (i) the Mortgage Loan Purchase Agreement as assigned to the IssuerIssuing Entity, (ii) the Servicing Agreement, (iii) any title, hazard and primary insurance policies with respect to the Mortgaged Properties and (iv) the rights with respect to the Cap ContractsInterest Rate Swap Agreement; (e) all present and future claims, demands, causes 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 and all payments on or under, 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, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing and (f) all other property of the Issuer Issuing Entity (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 trustee on behalf of the Holders of the Notes, acknowledges such GrantGxxxx, accepts the trust under this Indenture in accordance with the provisions hereof and agrees to perform its duties as Indenture Trustee as required herein.

GRANTING CLAUSE. The Issuer hereby Grants to the Indenture Trustee at on the Closing Date, as trustee on behalf of and for the benefit of the Holders of the NotesNoteholders, without recourse, all of the Issuer's its right, title and interest in, to and under the following assets, in and to each case, whether now owned or existing or hereafter created by (a) the Mortgage Loansacquired or arising, Qualified Substitute Mortgage Loans and the proceeds thereof and all rights under the Related Documents; (b) all funds on deposit from time to time in the Collection Account allocable to the Mortgage Loans excluding any investment income from such funds; (c) all funds on deposit from time to time in the Payment Account and in all proceeds thereof; (d) all rights under (i) the Mortgage Loan Receivables, (ii) all amounts due and collected on or in respect of the Receivables after the Cutoff Date, (iii) the security interests (including in the Financed Equipment) granted by the Obligors pursuant to the Receivables, (iv) all proceeds from claims on any insurance policies relating to the Receivables, the Financed Equipment or the Obligors, (v) the Receivable Files, (vi) the Collection Account, the Note Payment Account, the Reserve Fund and all amounts, securities, Financial Assets, investments and other property deposited in or credited to any of the foregoing and all proceeds thereof, (vii) all rights of the Depositor under the Receivables Purchase Agreement as assigned Agreement, including the right to require the Seller to repurchase certain Receivables from the Depositor, (viii) all rights of the Issuer under the Sale and Servicing Agreement, including the right to require the Seller to repurchase or the Servicer to purchase certain Receivables from the Issuer, (iiix) the Servicing Agreementright to realize upon any property (including the right to receive future Net Liquidation Proceeds and Recoveries) that shall have secured a Receivable and have been repossessed by or on behalf of the Issuer, (iiix) any title, hazard all of the Issuer’s rights and primary insurance policies with respect to benefits under the Mortgaged Properties First-Tier Assignment (but none of its obligations or burdens) and (iv) the rights with respect to the Cap Contracts; (exi) 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, under and all proceeds of every kind and nature whatsoever in respect of, of any or all of the foregoing and all payments on or underforegoing, and including 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, general intangibles, chattel paper, documents, money, investment property, deposit accounts, notes, drafts, acceptances, checksletters of credit, deposit accountsletter of credit rights, Insurance Proceeds, condemnation awards, rights to payment of any and every kind, kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing and (f) all other property of the Issuer (collectively, the "Trust Estate" or the "“Collateral"”). The foregoing Grant is made in trust to secure 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 trustee on behalf of the Holders of the NotesNoteholders, acknowledges such GrantXxxxx, accepts the trust trusts under this Indenture in accordance with the provisions hereof of this Indenture and agrees to perform its duties as required in this Indenture Trustee in accordance with the terms hereof. The Issuer hereby authorizes the filing of a financing statement against the Issuer describing the Collateral as constituting all assets of the Issuer as debtor, including its present and future right, title and interest in, to and under (but not, except to the extent required hereinby Applicable Law, any obligations with respect to) such assets whether now owned or existing or hereafter arising or acquired and wheresoever located.

GRANTING CLAUSE. The Note Issuer hereby Grants to the Indenture Note Trustee at the Closing Issuance Date, as trustee Note Trustee for the benefit of the Holders of the NotesNotes and the Note Trustee, all of the Note Issuer's right, title and interest interest, whether now owned or hereafter acquired, in and to whether now existing or hereafter created by (a) the Mortgage Loans, Qualified Substitute Mortgage Loans and Transition Property transferred by the proceeds thereof Seller to the Note Issuer pursuant to the Sale Agreement and all rights under the Related Documents; proceeds thereof, (b) all funds on deposit from time to time in the Collection Account allocable to the Mortgage Loans excluding any investment income from such funds; Statutory Lien, (c) all funds on deposit from time to time in the Payment Account and in all proceeds thereof; Sale Agreement, (d) all rights under (i) the Mortgage Loan Purchase Agreement as assigned to the Issuer, (ii) the Servicing Agreement, (iiie) any titlethe Administration Agreement, hazard (f) the Collection Account (including all subaccounts thereof) and primary insurance policies all amounts or investment property or other property on deposit therein or credited thereto from time to time, (g) all other property of whatever kind owned from time to time by the Note Issuer, including accounts, general intangibles, equipment and inventory, (h) the security interest with respect to the Mortgaged Properties and (iv) Transition Property granted by the rights with respect Seller to the Cap Contracts; Note Issuer in the Sale Agreement, (ei) all present and future claims, demands, causes and choses in action in respect of any or all of the foregoing and all payments on or under, under and all proceeds of every kind and nature whatsoever in respect of, of any or all of the foregoing and all payments on or underforegoing, and including 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, and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing and (fj) all other property proceeds of the Issuer foregoing (collectively, the "Trust Estate" Collateral"; it being understood that the following do not constitute Collateral: (i) amounts required to be released pursuant to or contemplated in the terms hereof, including net investment earnings on the Capital Subaccount that are required to be released to the Note Issuer pursuant to Article VIII and (ii) proceeds from the sale of the Notes required to pay costs of issuance with respect to the Notes or the "Collateral"Certificates as set forth on the flow of funds memorandum delivered on the Issuance Date (together with any interest earnings thereon). The foregoing Grant is made , it being understood that such amounts described in trust clauses (i) and (ii) above shall not 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 Sections 3.10(b) or distinction, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as trustee on behalf of the Holders of the Notes, acknowledges such Grant, accepts the trust under this Indenture in accordance with the provisions hereof and agrees to perform its duties as Indenture Trustee as required herein3.

GRANTING CLAUSE. The Issuer hereby Grants to the Indenture Trustee at on the 2012-A Closing Date, as trustee Indenture Trustee for the benefit of the Holders of the Notes, without recourse, all of the Issuer's ’s right, title and interest in and to whether now existing or hereafter created by (ai) the Mortgage Loans, Qualified Substitute Mortgage Loans and the proceeds thereof and all rights under (but none of the Related Documents; obligations) of the Issuer as holder of the 2012-A Exchange Note, including the right of the Issuer to receive payments with respect to the 2012-A Exchange Note, (bii) all rights of the Issuer in the 2012-A Bank Accounts, all funds on deposit from time to time in the Collection Account allocable to the Mortgage Loans excluding any 2012-A Bank Accounts and all investments and proceeds, including all investment income earnings (net of losses and investment expenses), from such funds; (c) all funds amounts on deposit from time to time in the Payment Account and in all proceeds thereof; (d) all rights under (i) the Mortgage Loan Purchase Agreement as assigned to the Issuer, (ii) the Servicing Agreement2012-A Bank Accounts, (iii) any titleall rights of the Issuer under the 2012-A Basic Documents, hazard and primary insurance policies with respect to including its rights as assignee of the Mortgaged Properties and Transferor under the First-Tier Sale Agreement, (iv) the rights with respect to of the Cap Contracts; Issuer as third-party beneficiary of the Basic Servicing Agreement, the 2012-A Servicing Supplement and the 2012-A Exchange Note Supplement and (ev) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under, under and all proceeds of every kind and nature whatsoever in respect of, of any or all of the foregoing and all payments on or underforegoing, and including all proceeds of every kind and nature whatsoever in the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind, kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing and (f) all other property of the Issuer (collectively, the "Trust Estate" or the "“2012-A 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 2012-A Basic Documents, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as trustee on behalf of the Holders of the Notes2012-A Secured Parties, acknowledges such GrantGrant and the Grant by the Titling Trust under the Titling Trust Control Agreement of a security interest in the 2012-A Exchange Note Collection Account, accepts the trust trusts under this Indenture in accordance with the provisions hereof of this Indenture and agrees to perform its duties required in this Indenture in accordance with the terms hereof. Notwithstanding any statement to the contrary contained herein or in any other 2012-A Basic Document, neither the Indenture Trustee, any Holder nor other Person shall have a security interest in any funds held in connection with the Tax Owner’s Master Exchange Program in an account that is not one of the 2012-A Bank Accounts established pursuant to the 2012-A Servicing Supplement for the exclusive benefit of the Noteholders, including any funds that represent the net proceeds from the sale or other disposition of a 2012-A Vehicle, and no funds in any such other accounts shall be included in the Trust Estate; provided, that, so long as Indenture Trustee as required hereinan Event of Default has occurred and is continuing, the Servicer shall remit actual net proceeds from the sale or other disposition of a 2012-A Vehicle directly into the 2012-A Exchange Note Collection Account. It is the intention of the parties hereto that the preceding sentence shall satisfy the requirements of Section 1.1031(k)-1(g)(4) of the Treasury Regulations with respect to prohibiting the Tax Owner from having the right to receive, pledge, borrow or otherwise obtain the benefits of money or other property held in such other accounts.

GRANTING CLAUSE. The Issuer hereby Grants to the Indenture Trustee at the Closing Date, as trustee for the benefit of the Holders of the NotesNoteholders, all of the Issuer's right, title and interest in and to interest, whether now existing or hereafter created by created, in and to (ai) the Mortgage Loans, Qualified Substitute Mortgage Loans and the proceeds thereof and all rights under the Related Documents; Additional Balances, (bii) all funds on deposit from time to time in the Collection Account allocable to and the Mortgage Loans excluding any investment income from such funds; Trustee Collection Account (cin each case as defined in Appendix A hereto) all funds on deposit from time to time in the Payment Account and in all proceeds thereof; , (diii) all rights under (i) the assignment of the Depositor's right, title and interest in the representations and warranties made by the Seller in the Mortgage Loan Purchase and Servicing Agreement as assigned to the Issuer, (ii) the Servicing Agreement, (iii) any title, hazard and primary insurance policies with respect to the Mortgaged Properties and (iv) the rights with respect to the Cap Contracts; (e) all present and future claims, demands, causes 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 and all payments on or under, 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, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables, 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 and (f) all other property of the Issuer (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 Indentureherein. The Indenture Trustee, as trustee on behalf of the Holders of the NotesNoteholders, acknowledges such Grant, accepts the trust under this Indenture in accordance with the provisions hereof and agrees to perform its duties as Indenture Trustee as required herein.

GRANTING CLAUSE. The Issuer Subject to the terms of this Indenture, the Issuing Entity hereby Grants to the Indenture Trustee at the Closing Date, as trustee Indenture Trustee for the benefit of the Holders of Noteholders and the NotesHedge Providers, all of the Issuer's Issuing Entity’s right, title and interest in and to whether now existing or hereafter created by to: (ai) the Mortgage Loans; (ii) all right, Qualified Substitute title and interest of the Issuing Entity in the Sale and Servicing Agreement with respect to the Mortgage Loans and (including the proceeds thereof and all rights Issuing Entity’s right to cause the Sponsor to repurchase Mortgage Loans from the Issuing Entity under the Related Documentscertain circumstances described therein); (biii) all funds on deposit from time to time in (a) the Collection Account allocable to the Mortgage Loans excluding any investment income from such funds; and (cb) all funds on deposit from time to time in the Payment Account and in all proceeds thereofAccount; (d) all rights under (i) the Mortgage Loan Purchase Agreement as assigned to the Issuer, (ii) the Servicing Agreement, (iii) any title, hazard and primary insurance policies with respect to the Mortgaged Properties and (iv) the rights with respect to Swap Agreement; (v) the Cap ContractsAgreement, (vi) all other property of the Issuing Entity from time to time; and (evii) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under, under and all proceeds of every kind and nature whatsoever in respect of, of any or all of the foregoing and all payments on or underforegoing, and including all proceeds of every kind and nature whatsoever in the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind, kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing and (f) all other property of the Issuer (collectively, the "Trust Estate" or the "“Collateral"”). The foregoing Grant is made in trust to secure 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 trustee Indenture Trustee on behalf of the Holders holders of the NotesNotes and the Hedge Providers, acknowledges such the foregoing Grant, accepts the trust under this Indenture trusts hereunder in accordance with the provisions hereof good faith and without notice of any adverse claim or liens and agrees to perform its duties required in this Indenture as specifically set forth herein to the end that the interests of the holders of the related Notes may be adequately and effectively protected. The Indenture Trustee as required hereinagrees and acknowledges that each item of Collateral that is physically delivered to the Indenture Trustee will be held by the Indenture Trustee in California.

GRANTING CLAUSE. The Note Issuer hereby Grants to the Indenture Note Trustee at the Closing Issuance Date, as trustee Note Trustee for the benefit of the Holders of the NotesNotes and the Note Trustee, all of the Note Issuer's ’s right, title and interest in and to whether now existing or hereafter created by (a) the Mortgage Loans, Qualified Substitute Mortgage Loans and Transition Property transferred by the proceeds thereof Seller to the Note Issuer pursuant to the Sale Agreement and all rights under the Related Documents; proceeds thereof, (b) all funds on deposit from time to time in the Collection Account allocable to the Mortgage Loans excluding any investment income from such funds; Statutory Lien, (c) all funds on deposit from time to time in the Payment Account and in all proceeds thereof; Sale Agreement, (d) all rights under (i) the Mortgage Loan Purchase Agreement as assigned to the Issuer, (ii) the Servicing Agreement, (iiie) any titlethe Administration Agreement, hazard (f) the Collection Account (including all subaccounts thereof) and primary insurance policies all amounts or investment property on deposit therein or credited thereto from time to time, (g) all other property of whatever kind owned from time to time by the Note Issuer, including accounts, general intangibles, equipment and inventory, (h) the security interest with respect to the Mortgaged Properties and (iv) Transition Property granted by the rights with respect Seller to the Cap Contracts; Note Issuer in the Sale Agreement, (ei) all present and future claims, demands, causes and choses in action in respect of any or all of the foregoing and all payments on or under, under and all proceeds of every kind and nature whatsoever in respect of, of any or all of the foregoing and all payments on or underforegoing, and including 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, and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing and (fj) all other property proceeds of the Issuer foregoing (collectively, the "Trust Estate" “Collateral”); it being understood that the following do not constitute Collateral: (i) amounts required to be released pursuant to or contemplated in the "Collateral"terms hereof, including net investment earnings on the Capital Subaccount that are required to be released to the Note Issuer pursuant to Article VIII and (ii) proceeds from the sale of the Notes required to pay the purchase price of the Transition Property paid pursuant to the Sale Agreement and the costs of issuance with respect to the Notes or an allocable portion of the Certificates as set forth on the flow of funds memorandum delivered on the Issuance Date (together with any interest earnings thereon), it being understood that such amounts described in clauses (i) and (ii) above shall not be subject to Section 3.19. The foregoing Grant is Grants are made to the Note Trustee in trust to secure the payment of principal of and of, interest on, and any all other amounts (which shall include all amounts payable to the Note Trustee under this Note Indenture, the Certificate Indenture, the Fee and Indemnity Agreement and the other Basic Documents) owing in respect of, the Notes, including all amounts payable to the Note Trustee, the Certificate Trustee and the Delaware Trustee under this Note Indenture, the Certificate Indenture, the Fee and Indemnity Agreement and the other Basic Documents (collectively, the “Secured Obligations”), equally and ratably without prejudice, priority or distinction, except as expressly provided in this Note Indenture, and to secure compliance with the provisions of this IndentureNote Indenture with respect to the Notes, all as provided in this Note Indenture. This Note Indenture constitutes a security agreement within the meaning of the UCC or the Statute to the extent that, under Massachusetts law, the provisions of the UCC or the Statute are applicable hereto. The Indenture Note Trustee, as trustee on behalf of the Holders of the NotesNotes and as agent for itself, acknowledges such GrantGrants, accepts the trust under this Indenture trusts hereunder in accordance with the provisions hereof and agrees to perform its duties herein required. AND IT IS HEREBY COVENANTED, DECLARED AND AGREED between the parties hereto that all Notes are to be issued, countersigned and delivered and that all of the Collateral is to be held and applied, subject to the further covenants, conditions, releases, uses and trusts hereinafter set forth, and the Note Issuer, for itself and any successor, does hereby covenant and agree to and with the Note Trustee and its successors in said trust, for the benefit of the Holders and the Note Trustee, as Indenture Trustee as required herein.follows:

GRANTING CLAUSE. The Issuer hereby Grants to the Indenture Trustee at the Closing DateTrustee, as trustee on behalf of and for the benefit of the Holders of the Notes, without recourse, subject to the terms of this Indenture and the other Transaction Documents, a continuing security interest in and lien on all of the Issuer's its right, title and interest in and to whether now existing all accounts, cash and currency, chattel paper, copyrights, copyright licenses, equipment, fixtures, general intangibles, instruments, commercial tort claims, deposit accounts, inventory, investment property, letter of credit rights, software, supporting obligations, accessions, and other property consisting of, arising out of, or hereafter created by related to (ai) the Mortgage Loans, Qualified Substitute Mortgage Loans and the proceeds thereof and all rights under the Related Documents; (b) all funds on deposit Property included or to be included from time to time in the Collection Account allocable to the Mortgage Loans excluding any investment income from such fundsLoan Assets, whether now existing or hereafter arising or acquired; (c) all funds on deposit from time to time in the Payment Account and in all proceeds thereof; (d) all rights under (i) the Mortgage Loan Purchase Agreement as assigned to the Issuer, (ii) Collections on the Servicing Agreement, Loans received after the Cutoff Date (iii) any title, hazard and primary insurance policies with respect to the Mortgaged Properties Loans acquired by the Issuer on the Closing Date) or the applicable Transfer Date (with respect to each Additional Loan and Substitute Loan); (iii) the security interests in Related Property securing the Loans; (iv) the rights with respect Loan Files relating to the Cap ContractsLoans; (ev) an assignment of all rights to Proceeds from liquidating the Loans; (vi) an assignment of the Trust Depositor’s rights against Obligors under agreements between the Seller and the Obligors under the Loans; (vii) the Collection Account, the Reserve Account, the Lockbox Account, the Reinvestment Account and the Distribution Account, all amounts deposited therein or credited thereto, the Permitted Investments purchased with funds therefrom or deposited therein and all income from the investment of funds therein; (viii) other rights under the Transaction Documents; (ix) all proceeds from the items described above; and (x) all present and future claims, demands, causes and choses in action in respect of any or all of the foregoing and all payments on or under, under and all proceeds of every kind and nature whatsoever in respect of, of any or all of the foregoing and all payments on or underforegoing, and including all proceeds of every kind and nature whatsoever in the conversion thereofconversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind, kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing; provided that all right, title and interest of the Issuer in and to each Excluded Amount, the Certificate Account and any and all proceeds of any Excluded Amount or the Certificate Account (collectively, the “Excluded Property”) shall be excluded from the foregoing and (f) all other property of Grant by the Issuer (collectively, the "Trust Estate" or the "“Indenture Collateral"”). The foregoing Grant is made in trust to secure (x) the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally Notes and ratably without prejudice, priority all other sums owing by the Issuer hereunder or distinctionunder any other Transaction Document, and (y) to secure compliance with the provisions of this Indenture, all as provided covenants and agreement in this IndentureIndenture and the other Transaction Documents. The Indenture Trustee, as trustee on behalf of the Holders of the Notes, Noteholders (1) acknowledges such Grant, and (2) accepts the trust trusts under this Indenture in accordance with the provisions hereof this Indenture and agrees to perform its duties as required in this Indenture Trustee as required hereinto the best of its ability to the end that the interests of the Noteholders may be adequately and effectively protected.

GRANTING CLAUSE. The Issuer hereby Grants to the Indenture Trustee at the Closing DateTrustee, as trustee for the benefit of the Holders of the NotesNotes and the Enhancement Providers, all of the Issuer's ’s right, title and interest in and to interest, whether now existing owned or hereafter created by acquired, in, to and under (a) the Mortgage LoansReceivables, Qualified Substitute Mortgage Loans and the proceeds thereof and all rights under the Related Documents; (b) Collections and Recoveries related to and all funds money, instruments, investment property and other property distributed or distributable in respect of (together with all earnings, dividends, distributions, income, issues, and profits relating to) the Receivables pursuant to the terms of the Transfer and Servicing Agreement, the Indenture and any Indenture Supplement; (c) all Permitted Investments and all money, investment property, instruments and other property on deposit from time to time in in, credited to or related to the Collection Account, the Series Accounts and the Excess Funding Account allocable to the Mortgage Loans excluding (including any investment subaccounts of any such account), and in all interest, dividends, earnings, income from such funds; (c) all funds on deposit and other distributions from time to time received, receivable or otherwise distributed or distributable thereto or in the Payment Account and in all proceeds thereofrespect thereof (including any accrued discount realized on liquidation of any investment purchased at a discount); (d) all rights rights, remedies, powers, privileges and claims of Issuer under or with respect to any Enhancement and the Transfer and Servicing Agreement (i) the Mortgage Loan Purchase Agreement as assigned whether arising pursuant to the Issuerterms of the related Enhancement Agreement or the Transfer and Servicing Agreement or otherwise available to Issuer at law or in equity), (ii) including the rights of Issuer to enforce such Enhancement Agreement or the Transfer and Servicing Agreement, (iii) and to give or withhold any titleand all consents, hazard and primary insurance policies requests, notices, directions, approvals, extensions or waivers under or with respect to such Enhancement Agreement or the Mortgaged Properties Transfer and (iv) the rights with respect Servicing Agreement to the Cap Contractssame extent as Issuer could but for the assignment and security interest granted to Indenture Trustee for the benefit of the Noteholders; (e) all Insurance Proceeds; (f) all proceeds of any derivative contracts between Issuer and a counterparty, as described in any Indenture Supplement; (g) all money, accounts, general intangibles, chattel paper, instruments, documents, goods, investment property, deposit accounts, letters of credit, and letter-of-credit rights consisting of, arising from or related to the foregoing; (h) all other property of Issuer; (i) all present and future claims, demands, causes and choses in action in respect of any or all of the foregoing and all payments on or under, under and all proceeds of every kind and nature whatsoever in respect of, of any or all of the foregoing and foregoing, including all payments on proceeds, products, rents, receipts or under, and all proceeds profits of every kind and nature whatsoever in the conversion thereofconversion, voluntary or involuntary, into cash or other liquid property, all cash and non-cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivablesproperty consisting of, instruments and other property which at any time constitute arising from or relating to all or any part of or are included in the proceeds of any of the foregoing foregoing; and (fj) all other property any proceeds of the Issuer foregoing (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 trustee on behalf of the Holders of the Notes, acknowledges such Grant, accepts the trust under this Indenture in accordance with the provisions hereof and agrees to perform its duties as Indenture Trustee as required herein.

GRANTING CLAUSE. The Issuer Issuing Entity hereby Grants to the Indenture Trustee at the Closing Date, as trustee for the benefit of the Holders of the NotesNoteholders, all of the IssuerIssuing Entity's right, title and interest in and to interest, whether now existing or hereafter created by created, in and to (ai) the Mortgage Loans, Qualified Substitute Mortgage Loans and the proceeds thereof and all rights under the Related Documents; Additional Balances, (bii) all funds on deposit from time to time in the Collection Account allocable to and the Mortgage Loans excluding any investment income from such funds; Trustee Collection Account (cin each case as defined in Appendix A hereto) all funds on deposit from time to time in the Payment Account and in all proceeds thereof; , (diii) all rights under (i) the assignment of the Depositor's right, title and interest in the representations and warranties made by the Seller in the Mortgage Loan Purchase and Servicing Agreement as assigned to the Issuer, (ii) the Servicing Agreement, (iii) any title, hazard and primary insurance policies with respect to the Mortgaged Properties and (iv) the rights with respect to the Cap Contracts; (e) all present and future claims, demands, causes 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 and all payments on or under, 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, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables, 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 and (f) all other property of the Issuer (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 Indentureherein. The Indenture Trustee, as trustee on behalf of the Holders of the NotesNoteholders, acknowledges such Grant, accepts the trust under this Indenture in accordance with the provisions hereof and agrees to perform its duties as Indenture Trustee as required herein.

GRANTING CLAUSE. The Issuer Issuer, to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction except as set forth herein, and to secure compliance with the provisions of this Indenture, hereby Grants in trust to the Indenture Trustee at on the Closing Date, as trustee for the benefit of the Holders of the NotesNoteholders, all of the Issuer's right, title and interest interest, whether now owned or hereafter acquired, in and to whether now existing or hereafter created by (a) the Mortgage Loans, Qualified Substitute Mortgage Loans and the proceeds thereof and all rights under the Related Documents; (b) all funds on deposit from time to time in the Collection Account allocable to the Mortgage Loans excluding any investment income from such funds; (c) all funds on deposit from time to time in the Payment Account and in all proceeds thereof; (d) all rights under (i) the Mortgage Loan Purchase Agreement as assigned to the Issuer, Trust Estate and (ii) the Servicing Agreement, (iii) any title, hazard and primary insurance policies with respect to the Mortgaged Properties and (iv) the rights with respect to the Cap Contracts; (e) all present and future claims, demands, causes and choses in action in respect of any or all of the foregoing Trust Estate 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 foregoing and all payments on or underTrust Estate, and including all proceeds of every kind and nature whatsoever in the conversion thereofconversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind, kind and other forms of obligations and receivables, instruments instruments, securities, financial assets and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing and (f) all other property of the Issuer Trust Estate (collectively, the "Trust Estate" or the "Collateral"). The Indenture Trustee, on behalf of the Noteholders, acknowledges the foregoing Grant, accepts the trusts under this Indenture and agrees to perform its duties required in this Indenture in accordance with the provisions of this Indenture. The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinctiondistinction except as set forth herein, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Without limiting the foregoing Grant, any Receivable purchased by the Seller or the Servicer pursuant to Section 2.3 or Section 3.6, respectively, of the Sale and Servicing Agreement shall be deemed to be automatically released from the lien of this Indenture Trusteewithout any action being taken by the Indenture Trustee upon payment by the Seller or the Servicer, as trustee on behalf applicable, of the Holders of the Notes, acknowledges related Repurchase Price for such Grant, accepts the trust under this Indenture in accordance with the provisions hereof and agrees to perform its duties as Indenture Trustee as required hereinRepurchased Receivable.

GRANTING CLAUSE. The Issuer hereby Grants to the Indenture Trustee at the Closing Date, as trustee for the benefit of the Holders of the each Class of Notes, all of the Issuer's right, title and interest in in, to and to under, whether now existing or hereafter created by created, (ai) the Mortgage Loans, Qualified Substitute Mortgage Loans and all payments and other collections in respect of the proceeds thereof and all rights under Loans received or due after the Related Documents; Cut-off Date, (bii) all the Loan Purchase Agreements, (iii) any real property acquired on behalf of the Issuer, (iv) such funds on deposit as from time to time are deposited in the Collection Account allocable to the Mortgage Loans excluding any investment income from such funds; (c) all funds on deposit from time to time in the Payment Account and in all proceeds thereof; (d) all rights under (i) the Mortgage Loan Purchase Agreement as assigned to the Issuer, (ii) the Servicing Agreement, (iii) any title, hazard and primary insurance policies with respect to the Mortgaged Properties and (iv) the rights with respect to the Cap Contracts; (ev) all present and future claims, demands, causes 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 and all payments on or under, 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, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing and (f) all other property of the Issuer (collectively, the "Trust Estate" or the "Collateral"). The foregoing Grant is made in trust to secure 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 trustee on behalf of the Holders of the Notes, acknowledges such GrantXxxxx, accepts the trust under this Indenture in accordance with the provisions hereof and agrees to perform its duties as Indenture Trustee as required herein.

GRANTING CLAUSE. The Issuer hereby Grants to the Indenture Trustee at the Closing Date, as trustee on behalf of and for the benefit of the Holders of the Notes, without recourse, all of the Issuer's ’s right, title and interest in in, to and to whether now existing or hereafter created by (a) the Mortgage Loans, Qualified Substitute Mortgage Loans and the proceeds thereof and all rights under the Related Documents; (b) all funds on deposit from time to time in the Collection Account allocable to the Mortgage Loans excluding any investment income from such funds; (c) all funds on deposit from time to time in the Payment Account and in all proceeds thereof; (d) all rights under (i) the Mortgage Loan Purchase Agreement as assigned to the IssuerReceivables and all monies due thereon and received thereon on and after February 1, 2012; (ii) the Servicing Agreement, security interests in the Financed Vehicles; (iii) any title, hazard and primary proceeds of any physical damage insurance policies with respect covering the Financed Vehicles and in any proceeds of any credit life or credit disability insurance policies relating to the Mortgaged Properties and Receivables or the Obligors; (iv) any proceeds of Dealer Recourse; (v) the right to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed by or on behalf of the Issuer; (vi) all funds, and all investment property, from time to time carried in or credited to the Accounts, including the Reserve Fund Initial Deposit and the Yield Supplement Account Deposit and in all investment income and proceeds thereof; (vii) the rights with respect to of the Cap ContractsSeller under the Receivables Purchase Agreement including, but not limited to, the representations and warranties set forth in Sections 2.02 and 2.03 therein and the rights of the Issuer under the Sale and Servicing Agreement, including, but not limited to, the representations and warranties set forth in Sections 2.03 and 5.01 therein; (eviii) all present any Servicer Letter of Credit and future claims, demands, causes and choses in action in respect of any or all of the foregoing and (ix) all payments on or under, under and all proceeds of every kind and nature whatsoever in respect of, of any or all of the foregoing and all payments on or underforegoing, and including all proceeds of every kind and nature whatsoever in the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind, kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing and (f) all other property of the Issuer as each such term is defined in Section 1.01 (collectively, the "Trust Estate" or the "“Collateral"”). The foregoing Grant is made in trust to secure (i) the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, except as expressly provided in this Indenture and the Sale and Servicing Agreement and (ii) to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as trustee Indenture Trustee on behalf of the Holders of the Notes, acknowledges such GrantGxxxx, accepts the trust trusts under this Indenture in accordance with the provisions hereof of this Indenture and agrees to perform its duties as required in this Indenture Trustee as required hereinto the end that the interests of the Holders of the Notes may be adequately and effectively protected.

GRANTING CLAUSE. The Issuer hereby Grants to the Indenture Trustee at for the Class of Notes and series referred to in the Master Glossary of Defined Terms as of the Closing Date, as trustee Indenture Trustee for the benefit of the Holders of the Notesrelevant Secured Parties, all of the Issuer's right, title and ’s interest existing now or in and to whether now existing or hereafter created by (a) the future in: · the Mortgage Loans, Qualified Substitute Loans including their Asset Balances (including all Additional Balances) and the Mortgage Files and all property that secures the Mortgage Loans and the proceeds thereof all property that is acquired by foreclosure or deed in lieu of foreclosure, and all collections received on each Mortgage Loan after the Cut-off Date (excluding payments due by the Cut-off Date); · the Additional Loan Account; · the Additional Home Equity Loans acquired by the Trust from funds in the Additional Loan Account; · the Issuer’s rights under the Related Documents; (b) all funds on deposit from time to time in the Collection Account allocable hazard insurance policies related to the Mortgage Loans excluding ; · the interest of the Issuer in the Sale and Servicing Agreement and the Purchase Agreement (including the Issuer’s right to cause the Mortgage Loans to be repurchased); · all rights under any investment income from such fundsguaranty executed in connection with the Mortgage Loans ; (c) all funds on deposit from time to time in · the Collection Account and the Payment Account and in all proceeds thereof; (d) all rights under (i) maintained to hold collections related to the Mortgage Loan Purchase Agreement as assigned to the Issuer, (ii) the Servicing Agreement, (iii) any title, hazard Loans and primary insurance policies with respect to the Mortgaged Properties their contents; and (iv) the rights with respect to the Cap Contracts; (e) · all present and future claims, demands, causes of 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 and all payments on or underforegoing, and including all proceeds of every kind and nature whatsoever in 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, and other forms of obligations and receivablesobligations, instruments instruments, 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 and (f) all other property of the Issuer (collectively, the "Trust Estate" or the "“Collateral"”). Additionally, the Class A Notes will have the benefit of the Cap Contract to the extent of the Cap Payment for payment of the Cap Payment Entitlement. The Indenture Trustee has accepted an assignment of Cap Contract as Cap Contract Administrator and hereby agrees to hold the Cap Contract for the benefit of the Holders of the Notes pursuant to the Cap Contract Administration Agreement. The Insured Notes will have the benefit of the Policy issued by the Credit Enhancer. The Issuer agrees that the foregoing Grant is Grants are intended to grant in favor of the Indenture Trustee, for the respective benefit of the Secured Parties, a first priority, continuing lien and security interest in all of the Issuer’s personal property. The Issuer authorizes the Indenture Trustee to file one or more financing statements describing the collateral as “all personal property” or “all assets” of the Issuer. These Grants are made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect ofon, the Notes, equally and ratably without prejudice, priority priority, or distinctiondistinction (except as specifically provided in this Indenture), and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The foregoing Grants shall inure to the benefit of the Credit Enhancer to the extent of draws made on the Policy and amounts owing under the Insurance Agreement, and shall continue for the benefit of the Credit Enhancer until all amounts owed the Credit Enhancer have been repaid in full. The Indenture Trustee, as trustee Indenture Trustee on behalf of the Holders of the NotesSecured Parties, acknowledges such Grantthe Grants, accepts the trust trusts under this Indenture in accordance with the provisions hereof this Indenture, and agrees to perform its duties as required in this Indenture Trustee as required hereinin accordance with its terms and the terms of the Transaction Documents.

GRANTING CLAUSE. The Issuer hereby Grants to the Indenture Trustee at the Closing Date, as trustee for the benefit of the Holders of the Notes, all of the Issuer's right, title and interest in and to whether now existing or hereafter created by (a) the Mortgage Home Loans, Qualified Substitute Mortgage Loans and the proceeds thereof and all rights under the Related Documents; (b) all funds on deposit from time to time in the Collection Account allocable to the Mortgage Loans excluding any investment income from such funds; (c) all funds on deposit from time to time in the Payment Account and in all proceeds thereof; (d) all rights under (ic) the Mortgage Loan Purchase Agreement as assigned to the Issuer, (ii) the Servicing Agreement, (iii) any title, hazard and primary insurance policies with respect to the Mortgaged Properties Credit Enhancement Instrument and (iv) the rights with respect to the Cap Contracts; (ed) all present and future claims, demands, causes 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 and all payments on or under, 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, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing and (f) all other property of the Issuer (collectively, the "Trust Estate" or the "Collateral"). The foregoing Grant is made in trust to secure 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 foregoing Grant shall inure to the benefit of the Credit Enhancer in respect of draws made on the Credit Enhancement Instrument and amounts owing from time to time pursuant to the Insurance Agreement (regardless of whether such amounts relate to the Notes or the Certificates), and such Grant shall continue in full force and effect for the benefit of the Credit Enhancer until all such amounts owing to it have been repaid in full. The Indenture Trustee, as trustee on behalf of the Holders of the Notes, acknowledges such GrantXxxxx, accepts the trust under this Indenture in accordance with the provisions hereof and agrees to perform its duties as Indenture Trustee as required herein.

GRANTING CLAUSE. The Issuer hereby Grants grants, transfers, assigns and otherwise conveys to the Indenture Trustee at on the Closing Date, as trustee on behalf of and for the benefit of the Holders of the Notes, without recourse, all of the Issuer's right, title and interest in and to whether now existing or hereafter created by (a) exclusive of the Mortgage Loansamount, Qualified Substitute Mortgage Loans and the proceeds thereof and all rights under the Related Documents; (b) all funds on deposit from time to time in the Collection Account if any, allocable to the Mortgage Loans excluding any investment income from such funds; (crebatable insurance premium financed by any Contract) all funds on deposit from time in, to time in the Payment Account and in all proceeds thereof; (d) all rights under under: (i) the Mortgage Loan Purchase Agreement as assigned to Initial Contracts and Subsequent Contracts secured by the Issuer, Motorcycles (which Contracts shall be listed in the List of Contracts and Subsequent List of Contracts); (ii) certain monies due under the Servicing AgreementInitial Contracts and Subsequent Contracts on and after the Initial Cutoff Date and Subsequent Cutoff Date, respectively, including, without limitation, all payments of principal and interest with respect to any Motorcycles to which a Contract relates received on or after the Initial Cutoff Date or Subsequent Cutoff Date and all other proceeds received on or in respect of such Contracts (other than payments of principal and interest due prior to the Initial Cutoff Date or Subsequent Cutoff Date); (iii) any title, hazard and primary insurance policies with respect to security interests in the Mortgaged Properties and Motorcycles; (iv) amounts on deposit in the rights with Collection Account, the Note Distribution Account, the Reserve Fund, the Pre-Funding Account and the Interest Reserve Account, including all Eligible Investments therein and all income from the investment of funds therein and all proceeds therefrom; (v) proceeds from claims under certain insurance policies in respect to of individual Motorcycles or obligors under the Cap Contracts; (evi) certain rights under the Sale and Servicing Agreement; (vii) the protective security interest in certain of the above-described property granted by the Trust Depositor in favor of the Issuer; (viii) all present and future claims, demands, causes of and choses in action in respect of any or all of the foregoing foregoing; and (ix) all payments on or under, under and all proceeds of every kind and nature whatsoever in respect of, of any or all of the foregoing and all payments on or underforegoing, and including all proceeds of every kind and nature whatsoever in the conversion thereofconversion, voluntary or involuntary, into cash or of other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind, kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing and (fas each such defined term is defined in Section 1.01) all other property of the Issuer (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, except for the subordination of the Class B Notes provided herein and all other sums owing by the Issuer hereunder or under any other Transaction Document, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as trustee Indenture Trustee on behalf of the Holders of the Notes, acknowledges such Grant, accepts the trust under this Indenture in accordance with the provisions hereof of this Indenture and agrees to perform its duties as required in this Indenture Trustee as required herein.in accordance with its terms and the terms of the other Transaction Documents to which it is a party. ARTICLE ONE

GRANTING CLAUSE. The Issuer hereby Grants to the Indenture Trustee at on the Closing Date, as trustee for the benefit of the Holders of the NotesNoteholders, without recourse, all of the Issuer's ’s right, title and interest in in, to and to under all accounts, payment intangibles and other general intangibles, chattel paper, instruments, documents, money, deposit accounts, certificates of deposit, goods, letters of credit, advices of credit and Investment Property and all other tangible and intangible property (together with all related supporting obligations and proceeds), whether now owned or hereafter acquired and whether now existing or hereafter created by coming into existence, including: (ai) the Mortgage LoansDepositor Conveyed Assets; (ii) the Trust Accounts, Qualified Substitute Mortgage Loans the Certificate Distribution Account (as defined in the Trust Agreement) and any other accounts established pursuant to this Indenture, the Trust Agreement or the Sale and Servicing Agreement, and all funds, cash, investment property and other property from time to time credited thereto and all proceeds thereof (including all Net Investment Earnings thereon); (iii) all Securities Accounts and all security entitlements with respect to Financial Assets credited to any Securities Account; (iv) all rights under the Related DocumentsSale and Servicing Agreement; (bv) all funds on deposit from time to time enforcement and other rights under the UCC and other Applicable Law in respect of any or all of the Collection Account allocable to the Mortgage Loans excluding any investment income from such fundsforegoing; (c) all funds on deposit from time to time in the Payment Account and in all proceeds thereof; (d) all rights under (i) the Mortgage Loan Purchase Agreement as assigned to the Issuer, (ii) the Servicing Agreement, (iii) any title, hazard and primary insurance policies with respect to the Mortgaged Properties and (iv) the rights with respect to the Cap Contracts; (evi) 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 (vii) the proceeds of every kind or with respect to any and nature whatsoever 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 the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing and (f) all other property of the Issuer (collectively, the "Trust Estate" or “Collateral”). It is understood and agreed that the "Collateral")foregoing Xxxxx is intended to cover property owned by the Issuer at the Closing Date. 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 trustee on behalf of the Holders of the NotesNoteholders, acknowledges such GrantXxxxx, accepts the trust trusts under this Indenture in accordance with the provisions hereof of this Indenture and agrees to perform its duties as required in this Indenture Trustee to the best of its ability to the end that the interests of the Holders of the Notes may be adequately and effectively protected. The Issuer hereby authorizes the filing of a financing statement against the Issuer describing the Collateral as constituting all assets of the Issuer as debtor, including its present and future right, title and interest in, to and under (but not, except to the extent required hereinby Applicable Law, any obligations with respect to) whether now owned or existing or hereafter arising or acquired and wheresoever located. This Indenture shall be deemed to be and hereby is a security agreement within the meaning of the UCC as in effect in the State of New York.

GRANTING CLAUSE. The Issuer hereby Grants to the Indenture Trustee at the Closing Date, as trustee for the benefit of the Holders of the Notes, all of the Issuer's right, title and interest in and to whether now existing or hereafter created by (a) the Mortgage Loans, Qualified Substitute Mortgage Loans and the proceeds thereof and all rights under the Related Documents; (b) all funds on deposit from time to time in the Collection Protected Account allocable to the Mortgage Loans excluding any investment income from such funds; (c) all funds on deposit from time to time in the Payment Master Servicer Collection Account and in all proceeds thereofallocable to the Mortgage Loans excluding any investment income from such funds; (d) all funds on deposit from time to time in the Payment Account; (e) any REO Property, (f) the Required Insurance Policies and any amounts paid or payable by the insurer under any Insurance Policy (to the extent the mortgagee has a claim thereto), (g) all rights under (i) the Mortgage Loan Purchase Agreement as assigned to the Issuer, Issuer to the extent provided in Subsection 2.03(a) of the Sale and Servicing Agreement and (ii) the Servicing Agreement, (iii) any title, hazard and primary insurance policies with respect to the Mortgaged Properties and (iv) the rights with respect to the Cap ContractsHomeBanc Servicing Agreement as assigned to the Issuer by the Assignment Agreement; (eh) the rights with respect to the Corridor Contracts as assigned to the Indenture Trustee on behalf of the Issuer; and (i) all present and future claims, demands, causes 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 and all payments on or under, 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, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing and (f) all other property of the Issuer (collectively, the "Trust Estate" or the "Collateral"). The foregoing Grant is made in trust to secure 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 trustee on behalf of the Holders of the Notes, acknowledges such Grant, accepts the trust under this Indenture Xxxxnture in accordance with the provisions hereof and agrees each of the Indenture Trustee and the Securities Administrator agree to perform its their respective duties as Indenture Trustee and Securities Administrator as required herein. The Issuer hereby directs the Indenture Trustee to enter into and execute the Corridor Contracts and make all representations and warranties contained therein. The Indenture Trustee hereby acknowledges receipt by it of the Corridor Contracts. Upon receipt thereof from the counterparty under the Corridor Contracts, the Indenture Trustee shall deposit into the Payment Account an amount equal to all amounts actually received under the Corridor Contracts and not previously deposited into the Payment Account.

GRANTING CLAUSE. The Issuer hereby Grants to the Indenture Trustee at the Closing Date, as trustee for the benefit of the Holders of the Notes, all of the Issuer's ’s right, title and interest in and to whether now existing or hereafter created by (a) the Mortgage Loans, Qualified Eligible Substitute Mortgage Loans and the proceeds thereof and all rights under the Related Documents; (b) all funds on deposit from time to time in the Collection Account allocable to the Mortgage Loans excluding any investment income from such funds; (c) all funds on deposit from time to time in the Payment Account and in all proceeds thereof; (d) all rights under (i) the Mortgage Loan Purchase Sale and Contribution Agreement as assigned to the Issuer, (ii) the Servicing Agreement, (iii) any title, hazard and primary insurance policies with respect to the Mortgaged Properties and (iv) the rights with respect to the Class N Interest Rate Cap Contracts; Agreement and (e) all present and future claims, demands, causes 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 and all payments on or under, 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, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing and (f) all other property of the Issuer (collectively, the "Trust Estate" or the "“Collateral"”). The foregoing Grant is made in trust to secure 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 trustee on behalf of the Holders of the Notes, acknowledges such GrantGxxxx, accepts the trust under this Indenture in accordance with the provisions hereof and agrees to perform its duties as Indenture Trustee as required herein.

GRANTING CLAUSE. The Issuer and the Owner Trustee hereby Grants Grant to the Indenture Trustee at the Closing Date, as trustee for the benefit of the Holders of the Notes, all of the Issuer's and the Owner Trustee's right, title and interest in and to whether now existing or hereafter created by (a) the Mortgage Home Loans, Qualified Substitute Mortgage Loans and the proceeds thereof and all rights under the Related Documents; (b) all funds on deposit from time to time in the Collection Account allocable to the Mortgage Loans excluding any investment income from such funds; (c) all funds on deposit from time to time in the Payment Account and in all proceeds thereof; (dc) all rights under (i) property securing the Mortgage Loan Purchase Agreement as assigned to payment or performance of the Issuer, (ii) Home Loans and all supporting obligations for the Servicing Agreement, (iii) any title, hazard and primary insurance policies with respect to the Mortgaged Properties Home Loans; and (iv) the rights with respect to the Cap Contracts; (ed) all present and future claims, demands, causes 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 and all payments on or under, 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, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing and (f) all other property of the Issuer (collectively, the "Trust Estate" or the "Collateral"). The foregoing Grant is made in trust to secure 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 foregoing Grant shall inure to the benefit of the Credit Enhancer in respect of draws made on the Credit Enhancement Instrument and amounts owing from time to time pursuant to the Insurance Agreement (regardless of whether such amounts relate to the Notes or the Certificates), and such Grant shall continue in full force and effect for the benefit of the Credit Enhancer until all such amounts owing to it have been repaid in full. The Indenture Trustee, as trustee on behalf of the Holders of the Notes, : (i) acknowledges such Grant, (ii) accepts the trust under this Indenture in accordance with the provisions hereof and hereof, (iii) agrees to perform its duties as Indenture Trustee as required hereinherein and (iv) acknowledges receipt of the Credit Enhancement Instrument and shall hold such Credit Enhancement Instrument in accordance with the terms of this Indenture for the benefit of the Holders of the Notes.

GRANTING CLAUSE. The Issuer hereby Grants to the Indenture Trustee at the Closing Date, as trustee for the benefit of the Holders of the Notes, all of the Issuer's right, title and interest in and to whether now existing or hereafter created by (a) the Mortgage LoansGrantor Trust Certificate, Qualified Substitute Mortgage Loans and the proceeds thereof and all rights under the Related Documents; (b) all funds on deposit from time to time in the Collection Account allocable to the Mortgage Loans excluding any investment income from such funds; (c) all funds on deposit from time to time in the Payment Account and in all proceeds thereof; (d) all rights under (i) the Mortgage Loan Purchase Agreement as assigned to the Issuer, (ii) the Servicing Agreement, (iii) any title, hazard and primary insurance policies with respect to the Mortgaged Properties and (iv) the rights with respect to the Cap Contracts; (ec) all present and future claims, demands, causes 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 and all payments on or under, 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, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing and (f) all other property of the Issuer (collectively, the "Trust Estate" or the "Collateral"). The foregoing Grant is made in trust to secure 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 trustee on behalf of the Holders of the Notes, acknowledges such Grant, accepts the trust under uxxxx this Indenture in accordance with the provisions hereof and agrees to perform its duties as Indenture Trustee as required herein.

GRANTING CLAUSE. The Issuer hereby Grants to the Indenture Trustee at the Closing Date, as trustee Indenture Trustee for the benefit of the Holders of the Notes, all of the Issuer's ’s right, title and interest in and to to, whether now owned or hereafter acquired, now existing or hereafter created by arising and wherever located (a) the Mortgage Loans, Qualified Substitute Mortgage Loans and the proceeds thereof Receivables listed on Schedule A and all rights under moneys received thereon on or after the Related DocumentsCutoff Date; (b) the security interests in the Financed Vehicles and any accessions thereto granted by Obligors pursuant to the Receivables and any other interest of the Depositor in such Financed Vehicles; (c) any Liquidation Proceeds and any other proceeds from claims on any physical damage, credit, life or disability insurance policies covering Financed Vehicles or the related Obligors, including any vendor’s single interest or other collateral protection insurance policy; (d) any property that shall have secured a Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer, or the Issuer; (e) all funds on deposit documents and other items contained in the Receivable Files; (f) the Sale and Servicing Agreement including all of the Depositor’s rights, but none of its obligations, under the Receivables Purchase Agreement assigned to the Issuer pursuant to the Sale and Servicing Agreement; (g) all right, title and interest in the Trust Accounts, all funds, securities or other assets credited from time to time in the Collection Account allocable to the Mortgage Loans excluding any investment income from such fundsTrust Accounts and all investments therein and proceeds thereof (including all Investment Earnings on the Reserve Account and the initial Reserve Account Deposit); (ch) all funds on deposit any proceeds from time any Receivable repurchased by a Dealer pursuant to time in the Payment Account a Dealer Agreement; and in all proceeds thereof; (d) all rights under (i) the Mortgage Loan Purchase Agreement as assigned to the Issuer, (ii) the Servicing Agreement, (iii) any title, hazard and primary insurance policies with respect to the Mortgaged Properties and (iv) the rights with respect to the Cap Contracts; (e) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under, under and all proceeds of every kind and nature whatsoever in respect of, of any or all of the foregoing and all payments on or underforegoing, and including all proceeds of every kind and nature whatsoever in the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind, kind and other forms of obligations and receivables, instruments and other property which that at any time constitute all or part of or are included in the proceeds of any of the foregoing and (f) all other property of the Issuer (collectively, the "Trust Estate" or the "“Collateral"”). The foregoing Grant is made in trust to secure (i) the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, and (ii) to secure compliance with the provisions of this Indenture, all as provided in this Indenture. vi (2020-B Indenture) Without limiting the foregoing Grant, any Receivable repurchased or purchased by the Seller or the Servicer pursuant to Section 3.03 or Section 4.07, as applicable, of the Sale and Servicing Agreement or repurchased or purchased by the Seller pursuant to Section 7.02 of the Receivables Purchase Agreement shall be deemed to be automatically released from the lien of this Indenture without any action being taken by the Indenture Trustee upon payment by the Seller or the Servicer, as applicable, of the related Purchased Amount for such Purchased Receivable. The Indenture Trustee, as trustee on behalf of the Holders of the Notes, acknowledges such Grant, accepts the trust trusts under this Indenture in accordance with the provisions hereof of this Indenture and agrees to perform its duties as required in this Indenture Trustee as required hereinto the best of its ability to the end that the interests of the Holders of the Notes may be adequately and effectively protected.

GRANTING CLAUSE. The Issuer hereby Grants to the Indenture Trustee at on the Closing Date, as trustee for the benefit of the Holders of Noteholders and the NotesEnhancer, all of the Issuer's right, title and interest in and to all accounts, chattel paper, general intangibles, contract rights, certificates of deposit, deposit accounts, instruments, documents, letters of credit, money, advices of credit, investment property, goods and other property consisting of, arising under or related to whether now existing or hereafter created by in any of the following: (a) the Mortgage Loans, Qualified Substitute Initial Mortgage Loans and any Subsequent Mortgage Loans (together with the proceeds thereof Cut-Off Date Principal Balances and any Additional Balances arising thereafter to and including the date immediately preceding the commencement of the Rapid Amortization Period), and all rights under the Related Documentsmonies due or to become due thereunder; (b) the Note Payment Account, and all funds on deposit or credited thereto from time to time in the Collection Account allocable to the Mortgage Loans excluding any investment income from such funds; (c) all funds on deposit from time to time in the Payment Account and in all proceeds thereof; (c) the Capitalized Interest Account, and all funds on deposit or credited thereto from time to time (other than any income thereon), and the Pre-Funding Account, the Reserve Account, and the Funding Account, and all funds on deposit or credited thereto from time to time; (d) all rights under (i) the Mortgage Loan Purchase Agreement as assigned to the Issuer, (ii) the Servicing Agreement, (iii) any title, hazard Policy; and primary insurance policies with respect to the Mortgaged Properties and (iv) the rights with respect to the Cap Contracts; (e) all present and future claims, demands, causes 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 and all payments on or under, 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, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing and (f) all other property of the Issuer (collectively, the "Trust Estate" or the "Collateral"). The foregoing Grant is made in trust to secure 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 foregoing Grant shall inure to the benefit of the Enhancer in respect of draws made on the Policy and amounts owing from time to time pursuant to the Insurance Agreement (regardless of whether such amounts relate to the Notes or the Certificates), and such Grant shall continue in full force and effect for the benefit of the Enhancer until all such amounts owing to it have been repaid in full. The Indenture Trustee, as trustee on behalf of the Holders Noteholders of the Notes, acknowledges such GrantXxxxx, accepts the trust under this Indenture in accordance with the provisions hereof and agrees to perform its duties as Indenture Trustee as required herein.

GRANTING CLAUSE. The Issuer hereby Grants to the Indenture Trustee at the Closing Date, as trustee Indenture Trustee for the benefit of the Holders of the Notes, all of the Issuer's right, title and interest interest, whether now owned or hereafter acquired, in and to whether now existing or hereafter created by (a) the Mortgage Loans, Qualified Substitute Mortgage Loans and the proceeds thereof and all rights under the Related Documents; (b) all funds on deposit from time to time in the Collection Account allocable to the Mortgage Loans excluding any investment income from such funds; (c) all funds on deposit from time to time in the Payment Account and in all proceeds thereof; (d) all rights under to: (i) the Mortgage Loan Purchase Agreement as assigned to the Issuer, Trust Estate; (ii) the Issuer's rights and benefits but none of its obligations under the Sale and Servicing Agreement, Agreement (including the Issuer's right to cause the Seller to repurchase Mortgage Loans from the Issuer under the circumstances described therein); (iii) any title, hazard the Issuer's rights and primary insurance policies with respect to benefits but none of its obligations under the Mortgaged Properties and Custodial Agreement; (iv) the Issuer's rights with respect to and benefits but none of its obligations under the Cap ContractsMortgage Loan Purchase Agreement; (ev) the Trust Account and the Interest Rate Cap Account and all amounts and property in the Trust Account and the Interest Rate Cap Account from time to time, and the Security Entitlements to all Financial Assets credited to such accounts from time to time; (vi) all other property of the Trust from time to time; and (vii) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under, under and all proceeds of every kind and nature whatsoever in respect of, of any or all of the foregoing and all payments on or underforegoing, and including all proceeds of every kind and nature whatsoever in the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind, kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing and (f) all other property of the Issuer (collectively, the "Trust Estate" or the "Collateral"). The foregoing Grant is made in trust to secure 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 (i) the payment of all amounts due on the Notes in accordance with their terms, (ii) the payment of all other sums payable under the Indenture with respect to the Notes, and (iii) compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as trustee Indenture Trustee on behalf of the Holders of the Notes, acknowledges such Grant, accepts the trust trusts under this Indenture in accordance with the provisions hereof txx xxovisions of this Indenture and agrees to perform its duties as required of it in this Indenture Trustee as required hereinin accordance with its terms.

GRANTING CLAUSE. The Note Issuer hereby Grants to the Indenture Note Trustee at the Closing Issuance Date, as trustee Note Trustee for the benefit of the Holders of the Notes, all of the Note Issuer's right, title and interest in and to whether now existing or hereafter created by (a) the Mortgage Loans, Qualified Substitute Mortgage Loans and Transition Property transferred by the proceeds thereof Seller to the Note Issuer pursuant to the Sale Agreement and all rights under the Related Documents; proceeds thereof, (b) all funds on deposit from time to time in the Collection Account allocable to the Mortgage Loans excluding any investment income from such funds; Sale Agreement, (c) all funds on deposit from time to time in the Payment Account and in all proceeds thereof; (d) all rights under (i) the Mortgage Loan Purchase Agreement as assigned to the Issuer, (ii) the Servicing Agreement, (iiid) any titlethe Administration Agreement, hazard (e) the Collection Account (including all subaccounts thereof) and primary insurance policies all amounts or investment property on deposit therein or credited thereto from time to time, (f) all other property of whatever kind owned from time to time by the Note Issuer, including accounts, general intangibles, equipment and inventory, (g) the security interest with respect to the Mortgaged Properties and (iv) Transition Property granted by the rights with respect Seller to the Cap Contracts; Note Issuer in the Sale Agreement, (eh) all present and future claims, demands, causes and choses in action in respect of any or all of the foregoing and all payments on or under, under and all proceeds of every kind and nature whatsoever in respect of, of any or all of the foregoing and all payments on or underforegoing, and including 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, and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing and (fi) all other property proceeds of the Issuer foregoing (collectively, the "Trust Estate" Collateral"; it being understood that the following do not constitute Collateral: (i) amounts required to be released pursuant to or contemplated in the terms hereof, including net investment earnings on the Capital Subaccount that are required to be released to the Note Issuer pursuant to Article VIII and (ii) proceeds from the sale of the Notes required to pay costs of issuance with respect to the Notes or the "Collateral"Certificates as set forth on the flow of funds memorandum delivered on the Issuance Date (together with any interest earnings thereon). The foregoing Grant is made , it being understood that such amounts described in trust clauses (i) and (ii) above shall not 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 Sections 3.10(b) or distinction, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as trustee on behalf of the Holders of the Notes, acknowledges such Grant, accepts the trust under this Indenture in accordance with the provisions hereof and agrees to perform its duties as Indenture Trustee as required herein3.

GRANTING CLAUSE. The Issuer hereby Grants to the Indenture Trustee at on the 2016-B Closing Date, as trustee Indenture Trustee for the benefit of the Holders of the Notes, without recourse, all of the Issuer's ’s right, title and interest in and to whether now existing or hereafter created by (ai) the Mortgage Loans, Qualified Substitute Mortgage Loans and the proceeds thereof and all rights under (but none of the Related Documents; obligations) of the Issuer as holder of the 2016-B Exchange Note, including the right of the Issuer to receive payments with respect to the 2016-B Exchange Note, (bii) all rights of the Issuer in the 2016-B Bank Accounts, all funds on deposit from time to time in the Collection Account allocable to the Mortgage Loans excluding any 2016-B Bank Accounts and all investments and proceeds, including all investment income earnings (net of losses and investment expenses), from such funds; (c) all funds amounts on deposit from time to time in the Payment Account and in all proceeds thereof; (d) all rights under (i) the Mortgage Loan Purchase Agreement as assigned to the Issuer, (ii) the Servicing Agreement2016-B Bank Accounts, (iii) any titleall rights of the Issuer under the 2016-B Basic Documents, hazard and primary insurance policies with respect to including its rights as assignee of the Mortgaged Properties and Transferor under the First-Tier Sale Agreement, (iv) the rights with respect to of the Cap Contracts; Issuer as third-party beneficiary of the Basic Servicing Agreement, the 2016-B Servicing Supplement and the 2016-B Exchange Note Supplement and (ev) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under, under and all proceeds of every kind and nature whatsoever in respect of, of any or all of the foregoing and all payments on or underforegoing, and including all proceeds of every kind and nature whatsoever in the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind, kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing and (f) all other property of the Issuer (collectively, the "Trust Estate" or the "“2016-B 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 2016-B Basic Documents, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as trustee on behalf of the Holders of the Notes2016-B Secured Parties, acknowledges such GrantGrant and the Grant by the Titling Trust under the Titling Trust Control Agreement of a security interest in the 2016-B Exchange Note Collection Account, accepts the trust trusts under this Indenture in accordance with the provisions hereof of this Indenture and agrees to perform its duties required in this Indenture in accordance with the terms hereof. Notwithstanding any statement to the contrary contained herein or in any other 2016-B Basic Document, neither the Indenture Trustee, any Holder nor other Person shall have a security interest in any funds held in connection with the Tax Owner’s Master Exchange Program in an account that is not one of the 2016-B Bank Accounts established pursuant to the 2016-B Servicing Supplement for the exclusive benefit of the Noteholders, including any funds that represent the net proceeds from the sale or other disposition of a 2016-B Vehicle, and no funds in any such other accounts shall be included in the Trust Estate; provided, that, so long as Indenture Trustee as required hereinan Event of Default has occurred and is continuing, the Servicer shall remit actual net proceeds from the sale or other disposition of a 2016-B Vehicle directly into the 2016-B Exchange Note Collection Account. It is the intention of the parties hereto that the preceding sentence shall satisfy the requirements of Section 1.1031(k)-1(g)(4) of the Treasury Regulations with respect to prohibiting the Tax Owner from having the right to receive, pledge, borrow or otherwise obtain the benefits of money or other property held in such other accounts.

GRANTING CLAUSE. The Issuer hereby Grants to the Indenture Trustee at on the Closing Date, as trustee on behalf of and for the benefit of the Holders of the NotesNoteholders, without recourse, all of the Issuer's its right, title and interest in, to and under the following assets, in and to each case, whether now owned or existing or hereafter created by (a) the Mortgage Loansacquired or arising, Qualified Substitute Mortgage Loans and the proceeds thereof and all rights under the Related Documents; (b) all funds on deposit from time to time in the Collection Account allocable to the Mortgage Loans excluding any investment income from such funds; (c) all funds on deposit from time to time in the Payment Account and in all proceeds thereof; (d) all rights under (i) the Mortgage Loan Receivables, (ii) all amounts due and collected on or in respect of the Receivables after the Cutoff Date, (iii) the security interests in the Financed Vehicles granted by the Obligors pursuant to the Receivables, (iv) all proceeds from claims on any physical damage or theft insurance policies and extended warranties covering the Financed Vehicles and any proceeds of any credit life or credit disability insurance policies relating to the Receivables, the Financed Vehicles or the Obligors, (v) the Receivable Files, (vi) the Collection Account, the Note Payment Account, the Reserve Fund and all amounts, securities, Financial Assets, investments and other property deposited in or credited to any of the foregoing and all proceeds thereof, (vii) all rights of the Depositor under the Receivables Purchase Agreement as assigned Agreement, including the right to require the Seller to repurchase certain Receivables from the Depositor, (viii) any proceeds of Dealer Recourse, (ix) all rights of the Issuer under the Sale and Servicing Agreement, including the right to require the Seller to repurchase or the Servicer to purchase certain Receivables from the Issuer, (iix) the Servicing Agreementright to realize upon any property (including the right to receive future Net Liquidation Proceeds and Recoveries) that shall have secured a Receivable and have been repossessed by or on behalf of the Issuer, (iiixi) any title, hazard all of the Issuer’s rights and primary insurance policies with respect to benefits under the Mortgaged Properties First-Tier Assignment (but none of its obligations or burdens) and (iv) the rights with respect to the Cap Contracts; (exii) 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, under and all proceeds of every kind and nature whatsoever in respect of, of any or all of the foregoing and all payments on or underforegoing, and including 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, general intangibles, chattel paper, documents, money, investment property, deposit accounts, notes, drafts, acceptances, checksletters of credit, deposit accountsletter of credit rights, Insurance Proceeds, condemnation awards, rights to payment of any and every kind, kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing and (f) all other property of the Issuer (collectively, the "Trust Estate" or the "“Collateral"”). The foregoing Grant is made in trust to secure 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 trustee on behalf of the Holders of the NotesNoteholders, acknowledges such GrantXxxxx, accepts the trust trusts under this Indenture in accordance with the provisions hereof of this Indenture and agrees to perform its duties as required in this Indenture Trustee in accordance with the terms hereof. The Issuer hereby authorizes the filing of a financing statement against the Issuer describing the Collateral as constituting all assets of the Issuer as debtor, including its present and future right, title and interest in, to and under (but not, except to the extent required herein.by law, any obligations with respect to) such assets whether now owned or existing or hereafter arising or acquired and wheresoever located. ARTICLE ONE

GRANTING CLAUSE. The Issuer hereby Grants to the Indenture Trustee at the Closing Date, as trustee on behalf of and for the benefit of the Holders of the Notes, without recourse, all of the Issuer's ’s right, title and interest in in, to and to whether now existing or hereafter created by (a) the Mortgage Loans, Qualified Substitute Mortgage Loans and the proceeds thereof and all rights under the Related Documents; (b) all funds on deposit from time to time in the Collection Account allocable to the Mortgage Loans excluding any investment income from such funds; (c) all funds on deposit from time to time in the Payment Account and in all proceeds thereof; (d) all rights under (i) the Mortgage Loan Purchase Agreement as assigned to the IssuerReceivables and all monies due thereon and received thereon on and after October 1, 2012; (ii) the Servicing Agreement, security interests in the Financed Vehicles; (iii) any title, hazard and primary proceeds of any physical damage insurance policies with respect covering the Financed Vehicles and in any proceeds of any credit life or credit disability insurance policies relating to the Mortgaged Properties and Receivables or the Obligors; (iv) any proceeds of Dealer Recourse; (v) the right to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed by or on behalf of the Issuer; (vi) all funds, and all investment property, from time to time carried in or credited to the Accounts, including the Reserve Fund Initial Deposit and the Yield Supplement Account Deposit and in all investment income and proceeds thereof; (vii) the rights with respect to of the Cap ContractsSeller under the Receivables Purchase Agreement including, but not limited to, the representations and warranties set forth in Sections 2.02 and 2.03 therein and the rights of the Issuer under the Sale and Servicing Agreement, including, but not limited to, the representations and warranties set forth in Sections 2.03 and 5.01 therein; (eviii) all present any Servicer Letter of Credit and future claims, demands, causes and choses in action in respect of any or all of the foregoing and (ix) all payments on or under, under and all proceeds of every kind and nature whatsoever in respect of, of any or all of the foregoing and all payments on or underforegoing, and including all proceeds of every kind and nature whatsoever in the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind, kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing and (f) all other property of the Issuer as each such term is defined in Section 1.01 (collectively, the "Trust Estate" or the "“Collateral"”). The foregoing Grant is made in trust to secure (i) the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, except as expressly provided in this Indenture and the Sale and Servicing Agreement and (ii) to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as trustee Indenture Trustee on behalf of the Holders of the Notes, acknowledges such GrantGxxxx, accepts the trust trusts under this Indenture in accordance with the provisions hereof of this Indenture and agrees to perform its duties as required in this Indenture Trustee as required hereinto 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 Issuer hereby Grants to the Indenture Trustee at on the Closing Date, as trustee Indenture Trustee for the benefit of the Holders Owners of the NotesNotes and the Note Insurer, all of the Issuer's right, title and interest in and to whether now existing or hereafter created by (a) the Mortgage Loans, Qualified Substitute Mortgage Loans and the proceeds thereof and all rights under the Related Documents; (b) all funds on deposit from time to time in the Collection Account allocable to the Mortgage Loans excluding any investment income from such funds; (c) all funds on deposit from time to time in the Payment Account and in all proceeds thereof; (d) all rights under to: (i) the Mortgage Loan Purchase Agreement as assigned to the Issuer, Trust Estate; (ii) all right, title and interest of the Issuer in the Sale and Servicing Agreement, Agreement (including the Issuer's right to cause the Seller to repurchase Home Equity Loans from the Issuer under certain circumstances described therein); (iii) any title, hazard and primary insurance policies with respect to the Mortgaged Properties and (iv) the rights with respect to the Cap Contracts; (e) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under, under and all proceeds of every kind and nature whatsoever in respect of, of any or all of the foregoing and all payments on or underforegoing, and including all proceeds of every kind and nature whatsoever in the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind, kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing foregoing; (iv) all funds on deposit from time to time in the Accounts (including the Note Account) and (fv) all other property of the Issuer Trust from time to time (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 trustee Indenture Trustee on behalf of the Holders Owners of the NotesNotes and the Note Insurer, acknowledges such Grant, accepts the trust under this Indenture in accordance with the provisions hereof trusts hereunder and agrees to perform its duties as required in this Indenture to the best of its ability to the end that the interests of the Owners of the Notes and the Note Insurer may be adequately and effectively protected. The Indenture Trustee agrees and acknowledges that the Files will be held by the Custodian, as required hereinagent of the Indenture Trustee, in trust, for the use and benefit of the Issuer, the Note Insurer and all present and future Owners of the Notes in Tampa, Florida. The Indenture Trustee further agrees and acknowledges that each other item of Collateral that is physically delivered to the Indenture Trustee will be held by the Indenture Trustee in New York, New York.

GRANTING CLAUSE. The Issuer hereby Grants to the Indenture Trustee at for the Class of Notes and series referred to in the Master Glossary of Defined Terms as of the Closing Date, as trustee Indenture Trustee for the benefit of the Holders of the Notesrelevant Secured Parties, all of the Issuer's right, title and interest existing now or in and to whether now existing or hereafter created by (a) the future in: o the Mortgage Loans, Qualified Substitute Loans including their Asset Balances (including all Additional Balances) and the Mortgage Files and all property that secures the Mortgage Loans and the proceeds thereof all property that is acquired by foreclosure or deed in lieu of foreclosure, and all collections received on each Mortgage Loan after the Cut-off Date (excluding payments due by the Cut-off Date); o the Additional Loan Account; o the Additional Home Equity Loans acquired by the Trust from funds in the Additional Loan Account; o the Issuer's rights under the Related Documents; (b) all funds on deposit from time to time in the Collection Account allocable hazard insurance policies related to the Mortgage Loans excluding ; o the interest of the Issuer in the Sale and Servicing Agreement and the Purchase Agreement (including the Issuer's right to cause the Mortgage Loans to be repurchased); o all rights under any investment income from such fundsguaranty executed in connection with the Mortgage Loans ; (c) all funds on deposit from time to time in o the Collection Account and the Payment Account and in all proceeds thereof; (d) all rights under (i) maintained to hold collections related to the Mortgage Loan Purchase Agreement as assigned to the Issuer, (ii) the Servicing Agreement, (iii) any title, hazard Loans and primary insurance policies with respect to the Mortgaged Properties their contents; and (iv) the rights with respect to the Cap Contracts; (e) o all present and future claims, demands, causes of 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 and all payments on or underforegoing, and including all proceeds of every kind and nature whatsoever in 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, and other forms of obligations and receivablesobligations, instruments instruments, 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 and (f) all other property of the Issuer (collectively, the "Trust Estate" or the "Collateral"). Additionally, the Class A Notes will have the benefit of the Cap Contract to the extent of the Cap Payment for payment of the Cap Payment Entitlement. The Indenture Trustee has accepted an assignment of Cap Contract as Cap Contract Administrator and hereby agrees to hold the Cap Contract for the benefit of the Holders of the Notes pursuant to the Cap Contract Administration Agreement. The Insured Notes will have the benefit of the Policy issued by the Credit Enhancer. The Issuer agrees that the foregoing Grant is Grants are intended to grant in favor of the Indenture Trustee, for the respective benefit of the Secured Parties, a first priority, continuing lien and security interest in all of the Issuer's personal property. The Issuer authorizes the Indenture Trustee to file one or more financing statements describing the collateral as "all personal property" or "all assets" of the Issuer. These Grants are made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect ofon, the Notes, equally and ratably without prejudice, priority priority, or distinctiondistinction (except as specifically provided in this Indenture), and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The foregoing Grants shall inure to the benefit of the Credit Enhancer to the extent of draws made on the Policy and amounts owing under the Insurance Agreement, and shall continue for the benefit of the Credit Enhancer until all amounts owed the Credit Enhancer have been repaid in full. The Indenture Trustee, as trustee Indenture Trustee on behalf of the Holders of the NotesSecured Parties, acknowledges such Grantthe Grants, accepts the trust trusts under this Indenture in accordance with the provisions hereof this Indenture, and agrees to perform its duties as required in this Indenture Trustee as required hereinin accordance with its terms and the terms of the Transaction Documents.

GRANTING CLAUSE. The Issuer hereby Grants to the Indenture Trustee at on the Closing Date, as trustee for the benefit of the Holders of the Notes, all of the Issuer's right, title and interest in and to whether now existing or hereafter created by (a) the Mortgage Loans, Qualified Substitute Mortgage Loans and the proceeds thereof and all rights under the Related Documents; thereof, (b) all funds on deposit in the Funding Account, including all income from the investment and reinvestment of funds therein, (c) all funds on deposit from time to time in the Collection Account allocable to the Mortgage Loans excluding any investment income from such funds; (cd) all funds on deposit from time to time in the Payment Account and in all proceeds thereof; (d) all rights under (ie) the Mortgage Loan Purchase Agreement as assigned to the Issuer, (ii) the Servicing Agreement, (iii) any title, hazard and primary insurance policies with respect to the Mortgaged Properties Policy and (iv) the rights with respect to the Cap Contracts; (ef) all present and future claims, demands, causes and choses chooses in action in respect of any or all of the foregoing and all payments on or under, and all proceeds of every kind and nature whatsoever in respect of, any or all of the foregoing and all payments on or under, 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, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing and (f) all other property of the Issuer (collectively, the "Trust Estate" or the "Collateral"). The foregoing Grant is made in trust to secure 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 trustee on behalf of the Holders of the Notes, acknowledges such Grant, accepts the trust under this Indenture thix Xxxenture in accordance with the provisions hereof and agrees to perform its duties as Indenture Trustee as required herein.

GRANTING CLAUSE. The Issuer hereby Grants Grants, transfers and assigns to the Indenture Trustee at the Closing Date, as trustee on behalf of and for the benefit of the Holders of the NotesNoteholders, without recourse, all of the Issuer's right, title and interest in and to whether now existing or hereafter created by to: (a) the Mortgage LoansContracts (including but not limited to the Collateral Security), Qualified Substitute Mortgage Loans and the proceeds thereof and all rights under moneys payable thereon or in respect to the Related DocumentsContracts, including any liquidation proceeds therefrom but excluding payments due on the Contracts prior to the Cutoff Date; (b) the Insurance Policies on any Products securing a Contract for the benefit of the creditor of such Contract and all funds on deposit from time to time in the Collection Account allocable blanket insurance policies to the Mortgage Loans excluding any investment income from such fundsextent they relate to the Contracts; (c) all funds on deposit from time the Errors and Omissions Protection Policy as such policy relates to time in the Payment Account and in all proceeds thereofContracts; (d) all rights under (i) items contained in the Mortgage Loan Purchase Agreement as assigned to the Issuer, (ii) the Servicing Agreement, (iii) any title, hazard and primary insurance policies with respect to the Mortgaged Properties and (iv) the rights with respect to the Cap ContractsContract Files; (e) the Trust Accounts (other than the Certificate Distribution Account) and all funds on deposit therein from time to time, and all investments and proceeds thereof (including all income thereon); (f) the Sale and Servicing Agreement; and (g) all present and future claims, demands, causes and choses in action in respect of any or all of the foregoing and all payments on or under, under and all proceeds of every kind and nature whatsoever in respect of, of any or all of the foregoing and all payments on or underforegoing, and including all proceeds of every kind and nature whatsoever in the conversion thereofconversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind, kind and other forms of obligations and receivablesContracts, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing and (f) all other property of the Issuer (collectively, the "Trust Estate" or the "Indenture 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 trustee for the benefit of the Holders of the Notes acknowledges such Grant. The Trustee on behalf of the Holders of the Notes, acknowledges such Grant, Notes accepts the trust trusts under this Indenture in accordance with the provisions hereof of this Indenture and agrees to perform its duties as required in this Indenture Trustee as required hereinto the best of its ability to the end that the interests of the Holders of the Notes may be adequately and effectively protected.

GRANTING CLAUSE. The Issuer hereby Grants to the Indenture Trustee at on the 2021-A Closing Date, as trustee Indenture Trustee for the benefit of the Holders of the Notes, without recourse, all of the Issuer's ’s right, title and interest in and to whether now existing or hereafter created by (ai) the Mortgage Loans, Qualified Substitute Mortgage Loans and the proceeds thereof and all rights under (but none of the Related Documents; obligations) of the Issuer as holder of the 2021-A Exchange Note, including the right of the Issuer to receive payments with respect to the 2021-A Exchange Note, (bii) all rights of the Issuer in the 2021-A Bank Accounts, all funds on deposit from time to time in the Collection Account allocable to the Mortgage Loans excluding any 2021-A Bank Accounts and all investments and proceeds, including all investment income earnings (net of losses and investment expenses), from such funds; (c) all funds amounts on deposit from time to time in the Payment Account and in all proceeds thereof; (d) all rights under (i) the Mortgage Loan Purchase Agreement as assigned to the Issuer, (ii) the Servicing Agreement2021-A Bank Accounts, (iii) any titleall rights of the Issuer under the 2021-A Basic Documents, hazard and primary insurance policies with respect to including its rights as assignee of the Mortgaged Properties and Transferor under the First-Tier Sale Agreement, (iv) the rights with respect to of the Cap Contracts; Issuer as third-party beneficiary of the Basic Servicing Agreement, the 2021-A Servicing Supplement and the 2021-A Exchange Note Supplement and (ev) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under, under and all proceeds of every kind and nature whatsoever in respect of, of any or all of the foregoing and all payments on or underforegoing, and including all proceeds of every kind and nature whatsoever in the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind, kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing and (f) all other property of the Issuer (collectively, the "Trust Estate" or the "“2021-A 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 2021-A Basic Documents, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as trustee on behalf of the Holders of the Notes2021-A Secured Parties, acknowledges such GrantGrant and the Grant by the Titling Trust under the Titling Trust Control Agreement of a security interest in the 2021-A Exchange Note Collection Account, accepts the trust trusts under this Indenture in accordance with the provisions hereof of this Indenture and agrees to perform its duties required in this Indenture in accordance with the terms hereof. Notwithstanding any statement to the contrary contained herein or in any other 2021-A Basic Document, none of the Indenture Trustee, any Holder or other Person shall have a security interest in any funds held in connection with the Tax Owner’s Master Exchange Program in an account that is not one of the 2021-A Bank Accounts established pursuant to the 2021-A Servicing Supplement for the exclusive benefit of the Noteholders, including any funds that represent the net proceeds from the sale or other disposition of a 2021-A Vehicle, and no funds in any such other accounts shall be included in the Trust Estate; provided, that, so long as Indenture Trustee as required herein.an Event of Default has occurred and is continuing, the Servicer shall remit actual net proceeds from the sale or other disposition of a 2021-A Vehicle directly into the 2021-A Exchange Note Collection Account. It is the intention of the parties hereto that the preceding sentence shall satisfy the requirements of Section 1.1031(k)-1(g)(4) of the Treasury Regulations with respect to prohibiting the Tax Owner from having the right to receive, pledge, borrow or otherwise obtain the benefits of money or other property held in such other accounts. ARTICLE ONE

GRANTING CLAUSE. The Issuer hereby Grants to the Indenture Trustee at the Closing Date, as trustee on behalf of and for the benefit of the Holders of the Notes, without recourse, all of the Issuer's ’s right, title and interest in in, to and to whether now existing or hereafter created by (a) the Mortgage Loans, Qualified Substitute Mortgage Loans and the proceeds thereof and all rights under the Related Documents; (b) all funds on deposit from time to time in the Collection Account allocable to the Mortgage Loans excluding any investment income from such funds; (c) all funds on deposit from time to time in the Payment Account and in all proceeds thereof; (d) all rights under (i) the Mortgage Loan Purchase Agreement as assigned to the IssuerReceivables and all monies due thereon and received thereon on and after October 1, 2015; (ii) the Servicing Agreement, security interests in the Financed Vehicles; (iii) any title, hazard and primary proceeds of any physical damage insurance policies with respect covering the Financed Vehicles and in any proceeds of any credit life or credit disability insurance policies relating to the Mortgaged Properties and Receivables or the Obligors; (iv) any proceeds of Dealer Recourse; (v) the right to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed by or on behalf of the Issuer; (vi) all funds, and all investment property, from time to time carried in or credited to the Accounts, including the Reserve Fund Initial Deposit and the Yield Supplement Account Deposit and in all investment income and proceeds thereof; (vii) the rights with respect to of the Cap ContractsSeller under the Receivables Purchase Agreement including, but not limited to, the representations and warranties set forth in Sections 2.02 and 2.03 therein and the rights of the Issuer under the Sale and Servicing Agreement, including, but not limited to, the representations and warranties set forth in Sections 2.03 and 5.01 therein; (eviii) all present any Servicer Letter of Credit and future claims, demands, causes and choses in action in respect of any or all of the foregoing and (ix) all payments on or under, under and all proceeds of every kind and nature whatsoever in respect of, of any or all of the foregoing and all payments on or underforegoing, and including all proceeds of every kind and nature whatsoever in the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind, kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing and (f) all other property of the Issuer as each such term is defined in Section 1.01 (collectively, the "Trust Estate" or the "“Collateral"”). The foregoing Grant is made in trust to secure (i) the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, except as expressly provided in this Indenture and the Sale and Servicing Agreement and (ii) to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as trustee Indenture Trustee on behalf of the Holders of the Notes, acknowledges such GrantGxxxx, accepts the trust trusts under this Indenture in accordance with the provisions hereof of this Indenture and agrees to perform its duties as required in this Indenture Trustee as required hereinto the end that the interests of the Holders of the Notes may be adequately and effectively protected.

GRANTING CLAUSE. The Issuer hereby Grants to the Indenture Trustee for the series referred to in the Adoption Annex at the Closing Date, as trustee Indenture Trustee for the benefit of the Holders of Noteholders and the NotesCredit Enhancer, all of the Issuer's right, title and interest existing now or in and to whether now existing or hereafter created by (a) the Mortgage Loans, Qualified Substitute future in: o Mortgage Loans and the proceeds thereof related Mortgage Files and all rights under the Related Documents; (b) all funds on deposit from time to time in the Collection Account allocable to property that secures the Mortgage Loans and all property that is acquired by foreclosure or deed in lieu of foreclosure, and all collections received on each Mortgage Loan after the Cut-off Date (excluding any investment income payments due by the Cut-off Date); o the Additional Loan Account; o the Additional Home Equity Loans acquired by the Trust from such funds; (c) all funds on deposit from time to time in the Payment Account and in all proceeds thereofAdditional Loan Account; (d) all o the Issuer's rights under (i) hazard insurance policies; o the Mortgage Loan Policy; o the interest of the Issuer in the Sale and Servicing Agreement and the Purchase Agreement as assigned to (including the Issuer, (ii) 's right to cause Mortgage Loans to be repurchased); o the Servicing Agreement, (iii) any title, hazard segregated account maintained to hold collections and primary insurance policies with respect to the Mortgaged Properties its contents; and (iv) the rights with respect to the Cap Contracts; (e) o all present and future claims, demands, causes of 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 and all payments on or underforegoing, and including all proceeds of every kind and nature whatsoever in 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, and other forms of obligations and receivablesobligations, instruments instruments, 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 and (f) all other property of the Issuer (collectively, the "Trust Estate" or the "Collateral"). The foregoing This Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect ofon, the Notes, equally and ratably without prejudice, priority priority, or distinction, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The foregoing Grant shall inure to the benefit of the Credit Enhancer to the extent of draws made on the Policy and amounts owing under the Insurance Agreement, and shall continue for the benefit of the Credit Enhancer until all amounts owed the Credit Enhancer have been repaid in full. The Indenture Trustee, as trustee Indenture Trustee on behalf of the Holders of Noteholders and the NotesCredit Enhancer, acknowledges such the Grant, accepts the trust trusts under this Indenture in accordance with the provisions hereof this Indenture, and agrees to perform its duties as required in this Indenture Trustee as required hereinin accordance with its terms and the terms of the Transaction Documents.

GRANTING CLAUSE. The Issuer hereby Grants to the Indenture Trustee at the Closing Date, as trustee Indenture Trustee for the benefit of the Holders of the Notes, all of the Issuer's ’s right, title and interest in and to to, whether now owned or hereafter acquired, now existing or hereafter created by arising and wherever located (a) the Mortgage Loans, Qualified Substitute Mortgage Loans and the proceeds thereof Receivables listed on Schedule A and all rights under moneys received thereon on or after the Related DocumentsCutoff Date; (b) the security interests in the Financed Vehicles and any accessions thereto granted by Obligors pursuant to the Receivables and any other interest of the Depositor in such Financed Vehicles; (c) any Liquidation Proceeds and any other proceeds from claims on any physical damage, credit, life or disability insurance policies covering Financed Vehicles or the related Obligors, including any vendor’s single interest or other collateral protection insurance policy; (d) any property that shall have secured a Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer, or the Issuer; (e) all funds on deposit documents and other items contained in the Receivable Files; (f) the Sale and Servicing Agreement including all of the Depositor’s rights, but none of its obligations, under the Receivables Purchase Agreement assigned to the Issuer pursuant to the Sale and Servicing Agreement; (g) all right, title and interest in the Trust Accounts, all funds, securities or other assets credited from time to time in the Collection Account allocable to the Mortgage Loans excluding any investment income from such fundsTrust Accounts and all investments therein and proceeds thereof (including all Investment Earnings thereon); (ch) all funds on deposit any proceeds from time any Receivable repurchased by a Dealer pursuant to time in the Payment Account a Dealer Agreement; and in all proceeds thereof; (d) all rights under (i) the Mortgage Loan Purchase Agreement as assigned to the Issuer, (ii) the Servicing Agreement, (iii) any title, hazard and primary insurance policies with respect to the Mortgaged Properties and (iv) the rights with respect to the Cap Contracts; (e) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under, under and all proceeds of every kind and nature whatsoever in respect of, of any or all of the foregoing and all payments on or underforegoing, and including all proceeds of every kind and nature whatsoever in the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind, kind and other forms of obligations and receivables, instruments and other property which that at any time constitute all or part of or are included in the proceeds of any of the foregoing and (f) all other property of the Issuer (collectively, the "Trust Estate" or the "“Collateral"”). The foregoing Grant is made in trust to secure (i) the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, and (ii) to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as trustee on behalf of the Holders of the Notes, acknowledges such GrantGxxxx, accepts the trust trusts under this Indenture in accordance with the provisions hereof of this Indenture and agrees to perform its duties as required in this Indenture Trustee as required hereinto the best of its ability to the end that the interests of the Holders of the Notes may be adequately and effectively protected.

GRANTING CLAUSE. The Issuer hereby Grants to the Indenture Trustee at the Closing Date, as trustee for the benefit of the Holders of Noteholders and the NotesEnhancer, all of the Issuer's right, title and interest in and to all accounts, chattel paper, general intangibles, contract rights, certificates of deposit, deposit accounts, instruments, documents, letters of credit, money, advices of credit, investment property, goods and other property consisting of, arising under or related to whether now existing or hereafter created by in any of the following: (a) the Mortgage Loans, Qualified Substitute Initial Mortgage Loans and any Subsequent Mortgage Loans (together with the proceeds thereof Cut-Off Date Principal Balances and any Additional Balances arising thereafter to and including the date immediately preceding the commencement of the Rapid Amortization Period), and all rights under the Related Documentsmonies due or to become due thereunder; (b) the Note Payment Account, all funds on deposit or credited thereto from time to time in the Collection Account allocable to the Mortgage Loans excluding any investment income from such funds; (c) all funds on deposit from time to time in the Payment Account and in all proceeds thereof; (c) the Capitalized Interest Account, all funds on deposit or credited thereto from time to time (other than any income thereon), the Pre-Funding Account, the Reserve Account, and the Funding Account, all funds on deposit or credited thereto from time to time; (d) all rights under (i) the Mortgage Loan Purchase Agreement as assigned to the Issuer, (ii) the Servicing Agreement, (iii) any title, hazard Policy; and primary insurance policies with respect to the Mortgaged Properties and (iv) the rights with respect to the Cap Contracts; (e) all present and future claims, demands, causes 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 and all payments on or under, 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, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing and (f) all other property of the Issuer (collectively, the "Trust Estate" or the "Collateral"). The foregoing Grant is made in trust to secure 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 foregoing Grant shall inure to the benefit of the Enhancer in respect of draws made on the Policy and amounts owing from time to time pursuant to the Insurance Agreement (regardless of whether such amounts relate to the Notes or the Certificates), and such Grant shall continue in full force and effect for the benefit of the Enhancer until all such amounts owing to it have been repaid in full. The Indenture Trustee, as trustee on behalf of the Holders Noteholders of the Notes, acknowledges such GrantXxxxx, accepts the trust under this Indenture in accordance with the provisions hereof and agrees to perform its duties as Indenture Trustee as required herein.

GRANTING CLAUSE. The Issuer hereby Grants grants, transfers, assigns and otherwise conveys to the Indenture Trustee at on the Closing Date, as trustee on behalf of and for the benefit of the Holders of the Notes, without recourse, all of the Issuer's ’s right, title and interest in and to whether now existing or hereafter created by (a) the Mortgage Loans, Qualified Substitute Mortgage Loans and the proceeds thereof and all rights under the Related Documents; (b) all funds on deposit from time to time in the Collection Account allocable to the Mortgage Loans excluding any investment income from such funds; (c) all funds on deposit from time to time in the Payment Account and in all proceeds thereof; (d) all rights under (i) in, to, and under the Mortgage Loan Purchase Agreement as assigned to Underlying Trust Certificate, the IssuerUnderlying Trust and the Underlying Trust Agreement, (ii) in, to, and under the Servicing Administration Agreement, (iii) any titlein amounts on deposit in the Collection Account, hazard the Note Distribution Account and primary insurance policies with respect to the Mortgaged Properties Reserve Fund, including all Eligible Investments therein and all income from the investment of funds therein and all proceeds therefrom, and (iv) the rights with respect in and to the Cap Contracts; (e) all present and future claims, demands, causes and choses in action in respect of any or 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 sale of the foregoing Notes (until distributed or expended for the purpose for which the Notes were issued) and all payments on or underthe revenues, and all proceeds moneys, evidences of every kind and nature whatsoever in the conversion thereofindebtedness, voluntary or involuntaryinstruments, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, checks, deposit accounts, rights to payment of any and every kindsecurities, and other forms of obligations financial assets (including any earnings thereon) in and receivablespayable into the Collection Account, instruments and other property which at any time constitute all or part of or are included in the proceeds manner and subject to the prior applications provided in Article Seven of the Sale and Servicing Agreement, all as hereinbefore and hereinafter defined, including any contract or any evidence of indebtedness or other rights of the Issuer to receive any of the foregoing and same (fas each such defined term is defined in Section 1.01) all other property of the Issuer (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, except as expressly provided herein with respect to distinctions among Classes of Notes and between payments in respect of Notes and all other sums owing by the Issuer hereunder or under any other Transaction Document, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as trustee Indenture Trustee on behalf of the Holders of the Notes, acknowledges such Grant, accepts the trust under this Indenture in accordance with the provisions hereof of this Indenture and agrees to perform its duties as required in this Indenture Trustee as required hereinin accordance with its terms and the terms of the other Transaction Documents to which it is a party.

GRANTING CLAUSE. The Issuer hereby Grants to the Indenture Trustee at the Closing Date, as trustee for the benefit of the Holders of the Notes, all of the Issuer's ’s right, title and interest in and to whether now existing or hereafter created by (a) the Mortgage Loans, Qualified Eligible Substitute Mortgage Loans and the proceeds thereof and all rights under the Related Documents; (b) all funds on deposit from time to time in the Collection Account allocable to the Mortgage Loans excluding any investment income from such funds; (c) all funds on deposit from time to time in the Payment Account and in all proceeds thereof; (d) all rights under (i) the Mortgage Loan Purchase Sale and Contribution Agreement as assigned to the Issuer, (ii) the Servicing Agreement, (iii) any title, hazard and primary insurance policies with respect to the Mortgaged Properties and (iv) the rights with respect to the Cap Contracts; Interest Rate Swap Agreement and (e) all present and future claims, demands, causes 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 and all payments on or under, 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, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing and (f) all other property of the Issuer (collectively, the "Trust Estate" or the "“Collateral"”). The foregoing Grant is made in trust to secure 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 trustee on behalf of the Holders of the Notes, acknowledges such GrantXxxxx, accepts the trust under this Indenture in accordance with the provisions hereof and agrees to perform its duties as Indenture Trustee as required herein.

GRANTING CLAUSE. The Issuer Issuing Entity hereby Grants to the Indenture Trustee at on the Closing Date, as trustee for the benefit of the Holders of the Notes, all of the IssuerIssuing Entity's right, title and interest in and to whether now existing or hereafter created by (a) the Mortgage Loans, Qualified Substitute Mortgage Loans and the proceeds thereof and all rights under the Related Documents; thereof, (b) all funds on deposit in the Funding Account, including all income from the investment and reinvestment of funds therein, (c) all funds on deposit from time to time in the Collection Account allocable to the Mortgage Loans excluding any investment income from such funds; (cd) all funds on deposit from time to time in the Payment Account and in all proceeds thereof; (d) all rights under (ie) the Mortgage Loan Purchase Agreement as assigned to the Issuer, (ii) the Servicing Agreement, (iii) any title, hazard and primary insurance policies with respect to the Mortgaged Properties Policy and (iv) the rights with respect to the Cap Contracts; (ef) all present and future claims, demands, causes and choses chooses in action in respect of any or all of the foregoing and all payments on or under, and all proceeds of every kind and nature whatsoever in respect of, any or all of the foregoing and all payments on or under, 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, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing and (f) all other property of the Issuer (collectively, the "Trust Estate" or the "Collateral"). The foregoing Grant is made in trust to secure 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 trustee on behalf of the Holders of the Notes, acknowledges such Grant, accepts the trust under this Indenture in accordance with the provisions xxxxxsions hereof and agrees to perform its duties as Indenture Trustee as required herein.

GRANTING CLAUSE. The Issuer hereby Grants to the Indenture Trustee at the Closing Date, as trustee for the benefit of the Holders of the Notes, all of the Issuer's ’s right, title and interest in and to whether now existing or hereafter created by (a) the Mortgage Loans, Qualified Substitute Mortgage Loans and the proceeds thereof and all rights under the Related Documents; (b) all funds on deposit from time to time in the Collection Account allocable to the Mortgage Loans excluding any investment income from such funds; (c) all funds on deposit from time to time in the Payment Account and in all proceeds thereof; (d) all rights under (i) the Mortgage Loan Purchase Agreement as assigned to the Issuer, (ii) the Servicing Agreement, (iii) any title, hazard and primary insurance policies with respect to the Mortgaged Properties and (iv) the rights with respect to the Cap Contracts; (e) all present and future claims, demands, causes 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 and all payments on or under, 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, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing and (f) all other property of the Issuer (collectively, the "“Trust Estate" ” or the "“Collateral"”). The foregoing Grant is made in trust to secure 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 trustee on behalf of the Holders of the Notes, acknowledges such GrantGxxxx, accepts the trust under this Indenture in accordance with the provisions hereof and agrees to perform its duties as Indenture Trustee as required herein.

GRANTING CLAUSE. The Issuer Issuing Entity hereby Grants to the Indenture Trustee at the Closing Date, as trustee for the benefit of the Holders of the Notes, all of the IssuerIssuing Entity's right, title and interest in and to to, whether now existing or hereafter created by created, (a) the Mortgage Loans, Qualified Loans and Substitute Mortgage Loans and the proceeds thereof and all rights under the Related Documents; (b) all funds on deposit from time to time in the Master Servicer Collection Account allocable to the Mortgage Loans Account, excluding any investment income from such funds; (c) all funds on deposit from time to time in the Payment Account and in all proceeds thereof; (d) any REO Property; (e) all rights under (iI) the Mortgage Loan Purchase Agreement as assigned to the IssuerIssuing Entity, (ii) the Servicing Agreement, (iii) any title, hazard and primary insurance policies with respect to the Mortgaged Properties Mortgage Loans as assigned to the Issuing Entity, (II) the Required Insurance Policies and any amounts paid or payable by the insurer under any Insurance Policy (to the extent the mortgagee has a claim thereto) and (ivIII) the rights with respect to the Cap ContractsXxxxx Fargo Servicing Agreement, as assigned to the Issuing Entity by the Assignment Agreement; and (ef) all present and future claims, demands, causes 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 and all payments on or under, 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, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing and (f) all other property of the Issuer (collectively, the "Trust Estate" or the "Collateral"). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, subject to the priority or distinctionset forth herein, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as trustee on behalf of the Holders of the Notes, acknowledges such GrantXxxxx, accepts the trust under this Indenture in accordance with the provisions hereof and agrees each of the Indenture Trustee and the Securities Administrator agree to perform its their respective duties as Indenture Trustee and Securities Administrator as required herein. In connection with REMIC Conversion, the Issuing Entity, concurrently with the execution and delivery of the new REMIC Class A Indenture and new Underlying REMIC Trust Pooling and Servicing Agreement and the transfer by the Depositor of the same, shall transfer and assign to the Underlying REMIC Trust without recourse all its right, title and interest in and to the Collateral then remaining in the Trust Estate for the benefit of the holders of the REMIC Certificates. At such time, the Issuing Entity shall also Grant to the Indenture Trustee all of the Issuing Entity’s right, title and interest in and to the REMIC Class A Certificates for the benefit of the holders of the REMIC Class A Notes and the new certificate then issued by the Issuing Entity representing the residual interest in the REMIC elected by the Issuing Entity. The Indenture Trustee shall declare that it holds and will hold the same in trust for the exclusive use and benefit of the holders of the REMIC Class A Notes and such new residual certificate.

GRANTING CLAUSE. The Issuer Issuing Entity hereby Grants to the Indenture Trustee at the Closing Date, as trustee for the benefit of the Holders of the NotesNotes and the Note Insurer, all of the IssuerIssuing Entity's right, title and interest in and to whether now existing or hereafter created by (a) the Mortgage Loans, Qualified Contracts (including without limitation any Eligible Substitute Mortgage Loans Contracts assigned to the Depositor pursuant to the Asset Purchase Agreement and assigned to the Issuing Entity pursuant to the Trust Agreement from time to time) and the proceeds thereof and all rights under the Related Documents; (b) all funds on deposit from time to time in the Collection Account allocable to the Mortgage Loans Contracts excluding any investment income from such funds; (c) all funds on deposit from time to time in the Note Payment Account and in all proceeds thereof; (d) all rights under (i) the Mortgage Loan Asset Purchase Agreement as assigned to the IssuerIssuing Entity, (ii) the Servicing Agreement, and (iii) any titleall rights under every Hazard Insurance Policy relating to a Manufactured Home or Mortgaged Property securing a Contract for the benefit of the creditor of such Contract, hazard and primary insurance policies with respect to the Mortgaged Properties and (iv) all documents contained in the rights with respect Contract Files and the Land-and-Home Contract Files, subject to the Cap Contractsexceptions set forth in the Initial Certification and the Final Certification delivered by the Custodian, in the forms of Exhibit A-1 and Exhibit A-2 to the Custodial Agreement, respectively; (e) all of the Issuing Entity's rights under the Interest Rate Swap Agreement; and (f) all present and future claims, demands, causes 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 and all payments on or under, 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, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing and (f) all other property of the Issuer (collectively, the "Trust Estate" or the "Collateral"). The foregoing Grant is made in trust to secure 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 trustee on behalf of the Holders of the NotesNotes and for the benefit of the Note Insurer, acknowledges such Grant, accepts the trust under this Indenture in accordance with the provisions hereof and agrees to perform its duties as Indenture Trustee as required herein.

GRANTING CLAUSE. The Issuer hereby Grants grants to the Indenture Trustee at the Closing Date, as trustee for the benefit of the Holders of Trustee, the NotesNoteholders, and any other Person to which any Issuer Obligations are payable (the “Secured Parties”), to secure the Issuer Obligations, a continuing Lien on all of the Issuer's ’s right, title and interest in in, to and to under the following property whether now owned or hereafter acquired, now existing or hereafter created by and wherever located (a) 100% interest in the Mortgage Loans, Qualified Substitute Mortgage Loans and the proceeds thereof and all rights under the Related DocumentsReceivables Trust Certificate; (b) all funds on deposit from time to time in Collections thereon received after the Collection Account allocable to the Mortgage Loans excluding any investment income from such fundsCut-Off Date; (c) all funds on deposit Related Security; (d) the Collection Account, each Investor Account, the Reserve Account, any Series Account and any other account maintained by the Trustee for the benefit of the Secured Parties of any Series of Notes (each such account, a “Trust Account”), all monies from time to time in the Payment Account deposited therein and in all proceeds thereofPermitted Investments and other investment property from time to time credited thereto; (de) all rights under certificates and instruments, if any, representing or evidencing any or all of the Trust Accounts or the funds on deposit therein from time to time; (if) the Mortgage Loan Purchase Agreement as Issuer’s rights, powers and benefits, but none of its obligations, under the Transaction Documents or that have been assigned to the Issuer, ; (iig) the Servicing Agreement, all additional property that may from time to time hereafter (iii) any title, hazard and primary insurance policies with respect pursuant to the Mortgaged Properties terms of any Series Supplement or otherwise) be subjected to the grant and pledge made by the Issuer or by anyone on its behalf; and (iv) the rights with respect to the Cap Contracts; (eh) all present and future claims, demands, causes and choses in action in respect of any or all of the foregoing and all payments on or under, under and all proceeds of every kind and nature whatsoever in respect of, of any or all of the foregoing and all payments on or underforegoing, and including all proceeds of every kind all of the foregoing 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, investment property, rights to payment of any and every kind, kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing and (f) all other property of the Issuer (collectively, the "“Receivables Trust Estate" or the "Collateral"”). The Receivables Trust and the Receivables Trust Trustee hereby grant to the Trustee at the Closing Date, for the benefit of the Trustee, the Noteholders, and any other Secured Party, to secure the Issuer Obligations, a continuing Lien on all of the their right, title and interest in, to and under the Trust Estate. The foregoing Grant is Grants are made in trust to secure 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 trustee on behalf for the benefit of the Holders of the NotesSecured Parties, hereby acknowledges such GrantGrants, accepts the trust trusts under this Indenture in accordance with the provisions hereof of this Indenture and the Lien on the Receivables Trust Estate conveyed by the Issuer pursuant to the Grant and the Lien on the Trust Estate conveyed by the Receivables Trust pursuant to the Grant, declares that it shall maintain such right, title and interest, upon the trust set forth, for the benefit of all Secured Parties, subject to Sections 11.1 and 11.2, and agrees to perform its duties as required in this Indenture Trustee as required hereinin accordance with the provisions of this Indenture.

GRANTING CLAUSE. The Issuer hereby Grants to the Indenture Trustee at the Closing Date, as trustee for the benefit of the Holders of the Notes, all of the Issuer's right, title and interest in and to whether now existing or hereafter created by (a) the Mortgage LoansContracts, Qualified Eligible Substitute Mortgage Loans Contracts and the proceeds thereof and all rights under the Related Documents; (b) all funds on deposit from time to time in the Collection Account allocable to the Mortgage Loans Contracts excluding any investment income from such funds; (c) all funds on deposit from time to time in the Note Payment Account and in all proceeds thereof; (d) all rights under (i) the Mortgage Loan Purchase Manufactured Housing Contract Sale Agreement as assigned to the Issuer, (ii) the Servicing Agreement, and (iii) any titleall rights under every Hazard Insurance Policy relating to a Manufactured Home or Mortgaged Property securing a Contract for the benefit of the creditor of such Contract, hazard and primary insurance policies with respect to the Mortgaged Properties and (iv) all documents contained in the rights with respect Contract Files and the Land-and-Home Contract Files, subject to the Cap Contractsexceptions set forth in the Initial Certification and the Final Certification delivered by the Custodian, in the forms of Exhibit A-1 and Exhibit A-2 to the Custodial Agreement, respectively; and (e) all present and future claims, demands, causes 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 and all payments on or under, 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, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing and (f) all other property of the Issuer (collectively, the "Trust Estate" or the "Collateral"). The foregoing Grant is made in trust to secure 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 trustee on behalf of the Holders of the Notes, acknowledges such GrantXxxxx, accepts the trust under this Indenture in accordance with the provisions hereof and agrees to perform its duties as Indenture Trustee as required herein.